[*] Certain information omitted and filed separately with the
Commission pursuant to a confidential treatment request under Rule
406 of the Commission.
IP Telephony Services Agreement
between
Access Power, Inc.
10033 Sawgrass Drive West, Suite 100
Ponte Vedra Beach, Florida 32082
and
Access Universal, Inc.
13426 Verbena Lane
Houston, TX 77083
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IP TELEPHONY
SERVICES AGREEMENT
Between
Access Power, Inc.
and
Access Universal, Inc.
RECITALS
This Services Agreement is made as of the ___ day of December,
1998, by and between Access Power, Inc., a Florida corporation
("the Service Provider") and Access Universal, Inc., a Texas
corporation ("the Customer").
Whereas the Service Provider provides certain Internet Telephony
Services, ("Services"); and
Whereas the Customer desires to use said Services in the delivery
of telecommunications traffic; and
Whereas the Customer will be assuming the existing customer base
and existing voice telecommunications traffic of Trademaster
International, a Texas company, and Universal Services
Enterprise, Inc., a Florida corporation for the purposes of this
contract;
It is hereby mutually agreed as follows:
Section 1. DEFINITIONS
AGREEMENT - refers to this IP Telephony Services Agreement and
all attachments, exhibits, and addenda hereto.
CONFIDENTIAL INFORMATION - refers to, but is not limited to, the
following types of information and other information of a similar
nature: pricing, software (in various stages of development),
designs, drawings, specifications, models, technical information,
source code, object code, documentation, diagrams, flow charts,
marketing and development plans, co-developer and sub-contractor
identities, business plans or records, financial information,
market reports, customer lists, employee lists, supplier and/or
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subcontractor information, business manuals, policies and
procedures, the terms and conditions of this Agreement and all
information clearly marked as confidential.
DEFAULT - means any material breach or nonperformance of a
material obligation of a party with respect to this Agreement,
which is not cured or excused in accordance with the provisions
of this Agreement.
GATEWAY - means the equipment and software necessary, in any
given location, to perform the IP processing and transmission of
telephony communications.
IP - Internet Protocol.
IP TELEPHONY NETWORK - refers to the transmission path from one
Gateway to another Gateway and may include routers, hubs and
digital switching units over which IP telephony traffic will be
processed. This network will handle traffic from a point within
the US to a point in Manila, Philippines. It includes necessary
hardware and software to perform the transmissions, however, it
explicitly does not include the PTT or PSTN transmissions on
either side of the IP Telephony Network.
REGULATIONS - mean any statute, law, ordinance, regulation, order
or rule of any governmental agency or body or of any other type
of regulatory body in any state or country, including, without
limitation, those covering environmental, energy, safety,
bribery, record keeping, zoning, anti-discrimination, antitrust,
wage and hour, export control, privacy, data transfer,
telecommunications and price and wage control matters.
SERVICE(S) - refers to the obligations undertaken by the Service
Provider under the terms of this Agreement.
TELEPHONY TRANSMISSIONS - refers to the complete process of
making a call from the point of origination through the
completion and subsequent disconnection of the call.
Section 2. IP TELEPHONY SERVICES
2.1 The Service Provider will provide the Customer with voice
telephony transmission (including the transfer of standard
telephony signaling to IP and vice versa) and routing services
through the IP Telephony Network between the United States and
Manila in the Philippines.
2.2 The Service Provider will install, test and remotely monitor the
operation and performance of the IP Telephony Network.
2.3 The Service Provider shall provide reports to the Customer
containing telephony transmission activity over the IP Telephony
Network. Such reports will include traffic information from the
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IP Telephony Network activity log files. The reports will be
provided in the form of data files on a frequency and
transmission method to be established by the parties hereto.
2.4 The IP Telephony Network will initially be constructed to
accommodate a volume of call traffic of 1,000,000 minutes per
month. The Customer must provide periodic volume projections to
enable the Service Provider enough lead time to increase the IP
Telephony Network systems capacity to handle traffic growth over
such network. The volume will increase by an additional
2,000,000 minutes a month within the first six months of
operation. Volume increases may be implemented on an accelerated
basis upon agreement by both parties. For each increase of
250,000 minutes or more beyond the projected 3,000,000 minutes,
the Customer must provide at least ninety (90) days advance
notification to the Service Provider. For any volume increases
in excess of 1,000,000 minutes, the Service Provider reserves the
right to require more than (90) days for capacity implementation
and reserves the right to set periodic maximums, based upon
capacity availability issues.
2.5 The Service Provider may enter into one or more subcontracts in
connection with the performance of this Agreement. Subject to
the provisions herein, the Service Provider shall remain
responsible to the Customer for ensuring that the Service is
performed in accordance with the applicable provisions of this
Agreement, including those portions of the Service performed by
subcontractors of the Service Provider.
2.6 The Customer will be required to arrange and provide for the co-
location of the Service Provider equipment within the United
States, access to the PSTN within the United States, and local
and long distance access associated with completing the Telephony
Transmissions in the Philippines.
2.7 The Service Provider will not be verifying the validity of the
calling card, nor calculating remaining time on such calling
cards. These functions are the responsibility of the Customer and
a function of the telephony switches outside of the IP Telephony
Network.
2.8 If an incoming call cannot be terminated within the coverage area
of the IP Telephony Network, then the telephony traffic will not
be completed.
2.9 The Customer will provide for appropriate co-location facilities
for the Service Provider's equipment within the United States.
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SECTION 3. CHARGES, COMPENSATION AND FEES
3.1 The Customer shall prepay the Service Provider on a monthly basis
an amount, for anticipated use of the IP Telephony Network which
shall be no less than the minimums set forth in Exhibit A, equal
to payment for the number of anticipated minutes in Exhibit A.
3.2 If usage for a particular month goes above the number of prepaid
minutes, the Customer shall pay the per minute rate, as specified
in Exhibit A, within 10 days of receipt of the billing invoice
from the Service Provider. If the bill is not paid within the 10
day period, it will be deemed past due. Any past due monetary
amounts will bear interest calculated at 18% (eighteen percent)
APR from the billing date until paid in full. In the event of a
disagreement concerning amounts owed with respect to an invoice,
the Customer shall pay any amount not in dispute within the
timeframe above.
3.3 If any payment is greater than seven (7) days past due, the
Service Provider reserves the right to suspend Services to the
Customer until such time as the Customer has no outstanding
overdue amounts owed to the Company.
3.4 If, due to specific or unique needs of the Customer, the Service
Provider incurs hourly programming costs, such programming costs
will be billed at an hourly rate as specified in Exhibit A. The
Customer will be notified in advance of any such work to be done,
the reason therefor and an estimate of the number of hours that
will be necessary to complete the work.
3.5 All references herein to dollars, cents, costs, or monetary
amounts shall be in US Currency. All fees, charges or
assessments associated with the conversion of monetary amounts
shall be borne by the Customer.
3.6 The fees listed in Exhibit A of the Agreement do not include
additional taxes or fees which may be applicable. If the Service
Provider is required to pay taxes or fees by any regulatory
authority based on the Services provided under this Agreement,
then such additional costs shall be billed to and paid by the
Customer. The additional costs will be billed to the Customer in
the exact amount of such additional costs without any mark-up by
the Service Provider. Any such additional costs must be
directly measured and based upon the Customer driven usage or
ability to use (e.g.: capacity) the IP Telephony Network.
3.7 The Service Provider reserves the right to increase the rates for
the Services due to currency fluctuations which result in an
increase in the cost to provide the Services in the Philippines.
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3.8 Bills/invoices shall be directed to the Customer as provided for
in the Notices section of this Agreement or to a subsequently
identified person and/or location identified in communication(s)
provided in accordance with said Notices section.
3.9 In addition to the charges contained herein, the Customer is
responsible for all costs, including but not limited to,
installation, usage, billing, and taxes associated with all costs
of completing the Telephony Transmissions outside of the IP
Telephony Network.
Section 4. TERM
4.1 The term of this Agreement shall commence upon the date of mutual
execution and continue through the 36th month of Service provided
hereunder unless earlier terminated in accordance with this
Agreement.
4.2 Upon the expiration of the initial or any renewal term, this
Agreement shall renew automatically for successive three-year
terms unless either party gives written notice of non-renewal at
least three (3) months prior to the scheduled expiration date.
However, if three (3) months is insufficient time for the party
receiving the notice of non-renewal to reasonably continue
uninterrupted services to that party's customers, the terms of
this agreement shall continue for up to, but not exceed, an
additional three (3) months.
Section 5. TERMINATION
5.1 The Customer may terminate this Agreement at any time and without
cause by giving the Service Provider at least six (6) months
prior written Notice of Termination. The Service Provider may
terminate this Agreement at any time and without cause by giving
the Customer six (6) months prior written Notice of Termination.
5.2 A party may terminate this Agreement immediately if a Default
occurs and is not corrected during the Cure Period(s) provided
for within this section.
5.3 A Default shall not be deemed to have occurred unless the
nondefaulting party has given written notice (a "Default Notice")
to the defaulting party in accordance with the requirements of
this section. A Default Notice shall specify in reasonable
detail the events which the nondefaulting party believes have
occurred and which constitute or evidence a Default, the
provisions of this Agreement which have not been performed or
complied with, and the actions which, in the opinion of the
nondefaulting party, would be required to fulfill the
requirements of this Agreement and cure the Default. An
immaterial failure to comply precisely with the foregoing notice
requirements shall not affect the validity of a Default Notice if
the defaulting party was not prejudiced by such failure.
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5.4 Following the giving of a Default Notice, the defaulting party
shall have thirty (30) days (the "Cure Period") in which to take
the necessary actions to cure its breach or nonperformance. All
Cure Periods shall commence on the date a Default Notice is
given.
5.5 Except in the case of a Default for non-payment of amounts owed,
any Cure Period provided for in the preceding paragraph shall be
extended for up to ninety (90) days (or for such longer period as
the parties may agree in writing) if (i) the nonperforming party
is making its best efforts to promptly cure the nonperformance,
and/or (ii) a cure cannot practically be achieved within the
applicable Cure Period. As used in the preceding sentence, the
term, "best efforts" shall mean the application of diligence and
resources reasonably necessary to cure the nonperformance in a
business like fashion with due regard for the seriousness of the
nonperformance and its impact upon the other party and those to
whom the other party may have legal or contractual obligations.
5.6 A party's Default or failure to perform any of its obligations
under this Agreement shall be excused if and to the extent such
Default or failure arises out of causes beyond the reasonable
control of the nonperforming party or are related to acts
undertaken at the request of or performed by the other party.
5.7 If any Default is caused as a result of actions by a
subcontractor or supplier over whom the defaulting party does not
have direct influence or control, then the nonperforming party
shall be excused hereunder unless the goods or services to be
furnished to it by the subcontractor or supplier were reasonably
obtainable from other sources in sufficient time to permit the
nonperforming party to meet its obligations hereunder.
5.8 The waiver by either party of any breach or default hereunder
shall not constitute the waiver of any other or subsequent breach
or default.
5.9 Notwithstanding anything herein to the contrary, either party may
terminate this Agreement immediately in the event the other party
files a petition in bankruptcy or proceedings in bankruptcy are
instituted against it and not dismissed within ninety (90) days,
or any court shall assume jurisdiction of such party and its
assets pursuant to proceedings under any bankruptcy or
reorganization act, or a receiver is appointed to such party's
assets and is not dismissed within ninety (90) days, or if such
party shall make an assignment for the benefit of creditors.
5.10 Upon termination of this Agreement, the Customer's rights under
this Agreement to pass data through the IP Telephony Network
shall cease.
5.11 If this Agreement is terminated for any reason, neither party
will be liable to the other because of such termination for
damages for the loss of prospective profits, anticipated sales,
goodwill or for expenditures, investments or commitments made in
connection with this Agreement.
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5.12 The termination of this Agreement shall not relieve the Customer
of its liability to pay any compensation described in the
Charges, Compensation and Fees section of this Agreement, which
have accrued to the Service Provider as of the date of
termination or any liability to pay that may accrue after the
date of termination.
Section 6. WARRANTIES
6.1 The Service Provider does not represent or warrant that the
operation of the system or the performance of the services will
be uninterrupted or error-free. However, the Service Provider
will use all reasonable efforts to maintain the overall IP
Telephony Network quality.
6.2 Unless the Service Provider specifies otherwise, the Service
Provider warrants that all Equipment and software and other
materials provided by the Service Provider under this agreement
are all appropriately licensed and have undergone testing before
being used in the provision of the Services.
6.3 The Service Provider warrants that upon notification of a problem
with the provision of the Services, the Service Provider will
immediately take all reasonable steps to correct such problem.
6.4 The Customer represents that it is aware that the sound quality
of the Service may not be comparable to that of standard
telephony transmissions and that the Service is subject to
certain technical interference and issues related to transmission
of IP packets which are beyond the control of the Service
Provider.
6.5 The Customer represents that it is aware that the Service may be
suspended in the future as a result of changes in the technical
capacity and/or protocols of data networks or the regulatory
environment surrounding the provision of IP based telephony
service, in which case the Service Provider will not be
considered to be in breach of this Agreement.
6.6 The Customer agrees to comply fully with all relevant Regulations
to assure that neither the Service nor any direct product thereof
are (i) provided or used, directly or indirectly, in violation of
Regulations; or (ii) are intended to be used for any purposes
prohibited by Regulations.
6.7 Except as expressly stated in this Section, there are no
warranties, express or implied, with respect to the Services to
be provided under this Agreement.
Section 7. HARDWARE, SOFTWARE AND DATA RIGHTS
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7.1 All hardware and software used to provide the Services herein are
deemed to belong to or be licensed by the Service Provider or a
contractually involved third party thereof. Nothing contained in
this Agreement shall confer to the Customer any property rights,
proprietary interest or license in the software, hardware,
written materials, techniques or know how used to provide the
Services.
7.2 Voice traffic, in any form, transferred through the IP Telephony
Network pursuant to the Services being provided herein, belongs
to the Customer. Nothing contained in this Agreement shall
confer to the Service Provider any property rights or proprietary
interest in such traffic.
SECTION 8. REGULATORY COMPLIANCE
8.1 The Service Provider shall comply with all Regulations (including
identification and procurement of required permits, certificates,
approvals and inspections) which are applicable to the provision
of the Services by the Service Provider.
8.2 The Customer shall comply with all Regulations (including
identification and procurement of required permits, certificates,
approvals and inspections) which are applicable to interfaces,
including but not limited to the Customer's resale processes of
the Services herein.
8.3 The Service Provider may immediately terminate this Agreement
without liability or penalty at any time the Service Provider
reasonably and in good faith believes that the Services being
provided do not comply with Regulations related to the provision
of the Services. In such an instance, the Service Provider shall
notify the Customer that the Services are being terminated as a
result of non-compliance with applicable Regulations.
SECTION 9. MAINTENANCE AND UPGRADES
9.1 The Service Provider reserves the right to temporarily suspend
Services for the purposes of maintaining or upgrading hardware
and/or software in whole or in part on the IP Telephony Network.
The Service Provider shall notify the Customer no less than
twenty (20) days prior to any such planned suspension of Services
provided that the Service Provider knows of such maintenance or
upgrade requirements that far in advance. In all instances where
20 days notice can not be provided, the Service Provider will
provide notice within two (2) business days of receiving notice
of any anticipated suspension of Service.
9.2 The Service Provider will work with the Customer to schedule
maintenance and servicing on the IP Network to minimize any
service interruption to the Customer's customers.
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9.3 The Service Provider reserves the right to make such changes in
the design, production, or content of the Services as the Service
Provider decides, so long as the Services herein continue to be
performed.
Section 10. ASSIGNMENT
Neither party may assign any of its rights or obligations under
this Agreement without the prior written consent of the other
party, which consent shall not be unreasonably withheld or
delayed. Subject to the foregoing, all of the terms and
provisions of this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the successors and permitted
assigns of the Customer and the Service Provider.
Section 11. SEVERABILITY
11.1 Any provision, covenant, or condition of this Agreement which is
held by a court of competent jurisdiction to be invalid or
unenforceable in any jurisdiction, shall be ineffective without
invalidating or rendering unenforceable the remaining provisions
hereof and any such invalidity or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
11.2 Notwithstanding paragraph 11.1, any provision, covenant, or
condition of this Agreement held to be illegal or unenforceable
shall be deemed, if it can be done without materially altering
the intention of the parties, amended to conform to applicable
laws or regulations.
SECTION 12. CONFIDENTIALITY
12.1 Both parties agree that the terms of this Agreement and any
Confidential Information provided by one party to the other, with
the exception of information previously disclosed to the public,
shall be considered confidential and shall not be disclosed to
third parties by the recipient, except to the extent that: (a)
such information is required to be disclosed in carrying out this
Agreement; or (b) is required to be disclosed to appropriate
governmental or regulatory authorities or in a judicial
proceeding; or (c) is provided pursuant to specific written
consent received from the disclosing party.
12.2 The parties shall conspicuously label their tangible information
as "Confidential" or "Proprietary" where appropriate, prior to
delivery to the other party. Non-tangible information shall be
designated as "Proprietary" or "Confidential" at the time of
disclosure.
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12.3 The parties' obligations under this paragraph will survive the
expiration or termination of this letter of intent and remain in
effect for two years thereafter.
SECTION 13. INDEMNIFICATION
13.1 The Customer shall defend and indemnify the Service Provider from
and against any and all actions, suits, proceedings, claims,
expenses, costs or liabilities (including attorneys fees) arising
out of or caused by the negligence, willful misconduct,
unauthorized acts, failures to act or misrepresentations of the
Customer.
13.2 The Service Provider shall defend and indemnify the Customer from
and against any and all actions, suits, proceedings, claims,
expenses, costs or liabilities (including attorneys fees)
arising out of or caused by the negligence, willful
misconduct, unauthorized acts, failures to act or
misrepresentations of the Service Provider.
Section 14. LIABILITY
14.1 Neither party shall be liable to the other for any lost profits
(except as may relate to nonpayment for Services rendered),
unrealized savings or consequential damages that might arise from
any performance or nonperformance of this Agreement.
14.2 Neither party shall be liable to the other party or any the
Customer thereof for any indirect, special, incidental,
consequential or punitive damages, regardless of the form of
action for any reason whatsoever.
14.3 Neither party will be in Default of this Agreement if failure or
delay in performance is caused by an "act of God", fire,
flood, severe weather conditions, material shortage or
unavailability of transportation, government ordinance,
laws, regulations or restrictions, war or civil disorder, or
any other cause beyond the reasonable control of such party.
SECTION 15. DISPUTE RESOLUTION
15.1 In the event of any disagreement of any nature whatsoever between
the parties to this Agreement in any way relating to this
Agreement, the parties shall meet to attempt to resolve such
disagreement. In the event of their failure to do so within
thirty (30) days or such longer period of time as shall be
mutually agreed upon by the parties, either party may serve
notice in writing upon the other party demanding binding
arbitration, which notice shall specify in reasonable detail the
nature of the dispute. Notwithstanding the foregoing, either
party may seek a temporary restraining order or other similar
temporary injunctive relief to enforce the obligations of the
other party hereunder.
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15.2 Any arbitration under this section shall be held in Jacksonville,
Florida and conducted in accordance with the procedures set forth
hereafter and, to the extent not inconsistent with this section,
in accordance with the Commercial Arbitration Rules of the
American Arbitration Association in effect on the date of this
Agreement.
15.3 Any arbitration under this section shall be before a panel of
three (3) arbitrators who shall be attorneys-at-law admitted to
practice in the United States. The arbitrators shall be selected
by the parties from lists provided by the American Arbitration
Association. The parties agree to exchange all relevant
documents prior to any hearing and further agree that any dispute
over such exchange may be submitted to the arbitrators for
decision, which decision shall be binding on the parties. The
parties further agree to exchange hearing exhibits and
designations of witnesses to be called at the hearing at least
two (2) weeks before any hearing. A party may not offer at the
hearing as part of its direct case any witness or exhibit not so
disclosed.
15.4 Any arbitration award must (i) be rendered in accordance with
applicable law governing this Agreement and (ii) be set forth in
a written decision which sets forth the reasons (including,
without limitation, the conclusions of fact and law) upon which
such award is rendered. No punitive damages shall be awarded in
connection with any arbitration proceedings. Judgment upon an
arbitration award may be rendered in any court of competent
jurisdiction or application may be made to any such court for
judicial acceptance of an order to enforcement of an arbitration
award, as the case may be. Any arbitration award shall be final
and binding on the parties. Once an issue has been arbitrated
pursuant hereto, the decision of the arbitrator shall be res
judicata with respect to such issue.
15.5 Arbitrators shall have the power to issue subpoenas
compelling testimony and/or the production of documents from any
person whether or not a party hereto, which subpoenas shall be
enforceable in all courts of competent jurisdiction. In
addition, the arbitrators and attorneys-of-record for the parties
shall have the power to order through courts of competent
jurisdiction the taking of depositions from any person, not a
party or a director, officer, employee or agent of a party, who
cannot be subpoenaed or is unable to attend the arbitration,
whose testimony the arbitrators deems both important and relevant
to the resolution of the issues presented for arbitration.
15.6 The cost of the arbitration and all attorney fees shall be borne
by the parties in such proportion as the arbitrators shall
direct, with such arbitrators to give due consideration to the
fault of the parties.
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SECTION 16. NOTICES
All notices, requests, demands, and other communications required
or permitted hereunder shall be in writing and will be deemed to
have been duly given when delivered by hand or telephonic
facsimile (and duly receipted), or by certified or registered
mail, return receipt requested, with postage prepaid, to the
addresses set forth below (or to such other addressee or address
as shall be set forth in a notice given in accordance herewith).
All such notices shall be deemed to have been given on the date
delivered, sent by facsimile or seven (7) days after the date
mailed in the manner provided above.
Notices to the Service Provider Notices to the Customer
-------------------------------- -----------------------
Access Power, Inc. Access Universal, Inc.
10033 Sawgrass Dr. W., Suite 100 13426 Verbena Lane
Ponte Vedra Beach, FL 32082 Houston, TX 77083
Attn: Glenn Smith Attn: Rick Ilanga
fax: 904.273.6390 fax: 281.530.4581
e-mail: Glenn@accesspower.com e-mail: MHeadline@aol.com
17. ENTIRETY OF AGREEMENT
This Agreement constitutes the complete understanding of the
parties hereto and supersedes all prior or contemporaneous
agreements or representations, written or oral, concerning the
subject matter of this Agreement. This Agreement may not be
modified or amended except in writing and signed by a duly
authorized representative of each party or their respective
successor or assigns.
18. GENERAL PROVISIONS
18.1 Nothing herein contained shall be construed to place the Parties
in any partnership, agency, or joint venture relationship.
Neither party will represent that it has any right to assume or
create any obligation, expressed or implied, on behalf of the
other party, nor to represent the other party as an agent,
employee, or in any other capacity.
18.2 The Customer shall not use the name of the Service Provider
or any of the Service Provider's trademarks, trade names, logos,
designations or copyrights in any advertising, public relations
or media release without the prior written consent of the Service
Provider.
18.3 This Agreement and all matters arising out of or relating to this
Agreement shall be governed by, interpreted and enforced in
accordance with the laws of the State of Florida, USA without
regard to the conflict of laws provisions thereof, except that
when U.S. Federal law exists on substantive matters requiring
construction under this Agreement, such Federal law shall apply
in lieu of State law, but only to the extent required by
applicable federal laws. The parties hereby agree to the
exclusive jurisdiction of the courts of the State of Florida,
USA.
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18.4 The parties may change any aspect of this Agreement by mutual
agreement. Any such change shall be agreed upon in writing and
signed by the duly authorized representatives of the parties.
18.5 A party's failure at any time to enforce any of the provisions of
this Agreement or any right with respect thereto, will not be
construed to be a waiver of such provision or right, nor to
affect the validity of this Agreement. The exercise or non-
exercise by a party of any right under the terms or covenants
herein shall not preclude or prejudice the exercising thereafter
of the same or other rights under this Agreement.
18.6 The parties' respective obligations under this Agreement which by
their nature would continue beyond the termination or expiration
of this Agreement, including, without limitation those contained
in the sections entitled Confidentiality, Liability and
Indemnification shall survive the termination or expiration of
this Agreement.
18.7 Words used herein, regardless of the number and gender
specifically used, shall be deemed and construed to include any
other number, singular or plural, and any other gender,
masculine, feminine, or neuter, as the context requires.
Access Power, Inc. Access Universal, Inc.
By: ___________________ By____________________
Name: Glenn Smith Name: Felix F. Medina
Title: President and CEO Title:
Access Power, Inc. Access Universal, Inc.
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EXHIBIT A
FEE SCHEDULE
[*] Information omitted and filed separately with the Commission
pursuant to a confidential treatment request under Rule 406 of
the Commission.
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