EXHIBIT 10.46
INTERNATIONAL INTERCONNECTION MOU
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THIS INTERNATIONAL INTERCONNECTION
MEMORANDUM OF UNDERSTANDING is entered into as of the
day of 6.9.1998 (the effective date) by and between:
TRANS Global Communications, 421 Seventh Avenue NY, NY 1001, USA
and
TELECOM EGYPT CO. having its principal office at 26 Ramsis Street, P.O. Box 795,
Cairo, Arab Republic of Egypt (TELECOM EGYPTCO. and with TGC collectively, the
parties, BVG and individually, a party).
WITNESSETH:
WHEREAS, the parties desire to provide telecommunications services between their
respective Operating Territories (as defined below): and
WHEREAS, in connection therewith, the parties desire to formalize the
interconnection of their respective networks and facilities and to implement
standards governing such telecommunications services
NOW THEREFORE, in consideration of the undertakings herein contained the parties
agree as follows:
1. DEFINITIONS
1.1 "ITU" means the International Telecommunication Union.
1.2 Operating Territory in relation to TGC means the fifty (50) states of the
United States Of America, and in relation to TELECOM EGYPT CO. means Arab
Republic of Egypt.
1.3 "Recommendations" means the International Telegraph and Telephone
consultative Committee Recommendations and Instructions to which the
Parties shall endeavor to conform.
1.4 "Regulations" means the International Telecommunication Regulations adopted
by the ITU (Melbourne 1988) pursuant to the International Telecommunication
Convention, as the same may be amended from time to time.
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1.5 "Services" means international telecommunications services which especially
set forth in the Annex (es) attached hereto and incorporated herein by
reference as well as those additional services which may be added from time
to time to (the final agreement) upon terms and conditions to be mutually
agreed upon by the parties and to be included by adding amended Annexes to
this MOU.
2. SCOPE.
2.1 The parties hereby undertake to provide the Services between their
representative Operating Territories in order to facilitate interconnection
and interpretability as contemplated by the Regulations. In the event of
any inconsistency between the terms of this MOU and the Regulations, the
terms of this MOU shall govern.
2.2 This MOU specifically excludes any representation or warranty of
exclusivity of interconnection by one party with the other party.
2.3 accepts to abide by all rules and regulations of TELECOM EGYPT CO. and
shall not be involved in any shape or form of any illegal activities such
as callback, Resale and Refiling.
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3. DURATION.
This MOU shall commence on the effective date and continue until either
another agreement supersedes this or is terminated by either party as
specified in sections 7 or 15.
4. ACCOUNTING AND SETTLEMENT RATES.
4.1 The accounting rates and the parties respective settlement rates for each
particular service shall be set forth where applicable in the respective
Annexes hereto (collectively, the Rates), which Rates may be adjusted from
time to time
4.2 The parties recognize that the rates should reviewed regularly according to
applicable market conditions.
4.3 The parties acknowledge and agree that the rates shall be considered
completely separate and independent from the collection charges which are
charged by the parties to their respective end user customers. Furthermore,
the parties acknowledge that the determination of the applicable collection
charges for the provision of the services to the public is not covered by
this MOU However, the parties will strive to set respective collection
charges in accordance with article 6 of the Regulations. In no event shall
their party assume any responsibility for any uncollectibles experienced by
the other party with respect to services provided by the party to its own
customers or end-users.
4.4 The collection charges and the rates for the services are exclusive of all
applicable taxes and duties, including without limitation, value added
taxes, sales taxes, and other duties or levies imposed by any authority,
government agency, all of which shall be paid promptly when due, if
applicable, by the party receiving the services thereunder.
4.5 TGC agrees to provide a Letter Of Credit (LOC) with amount of two millions
U$ dollars from a bank in the United States to TELECOM EGYPTCO CO. securing
first six months usage. TGC also agrees to pay its monthly or quarterly
bills to TELECOM EGYPT CO. on or before their due days. The amount is to be
based on an estimated amount of inbound and outbound traffic. TELECOM EGYPT
CO. agrees to return the LOC after six months of active operations and TGC
agrees to provide three (3) months deposit based on the average use during
the first six (6) months. Both parties agree to settle their traffic on
monthly basis.
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5. ROUTING OF SERVICES AND PROVISIONING OF FACILITIES.
5.1 The international gateways, the routes and the capacity thereof to be used
to provide the services shall be as may be agreed between the parties and
may be amended from time to time by the mutual agreement of the parties.
5.2 TGC agrees to initially start with one (1) or more circuits, based upon
anticipated traffic from both sides. TGC agrees to pay all expenses of 2
Mb/s (USD 120000) one hundred and twenty thousands U.S. Dollars (through
underwater) related to interconnection between TGC and EGYPT TELECOM CO.
during the first year of active operation. After one year of active
operation each party shall be responsible for providing, at its own cost
and expense, the necessary facilities located within its operating
territory, which facilities shall not be deemed to include customer
premises equipment or facilities this in addition that TGC bears all costs
of submarine cable (Full Circuit E1) extension Flag Until USA (from
Palermo, Italy Until USA border).
5.3 All capital investment and expenses for the necessary communications
equipment, transmission lines, or earth station as well as the costs
necessary for the hiring and training of local engineers will be financed
by TGC for the first connection.
5.4 After one year of active operation, the parties shall coordinate the
management of their repective system facilities, with each party being
responsible for providing and operating, at its own expense, its respective
network facilities. The parties also shall interface on a 24 hours 7 days a
week basis with each other regarding any investigation and mitigation of
any real time traffic flow problems.
5.5 TGC intends to use Egypt as a major telecommunication hub to distribute
traffic in Middle East and north Africa.
5.6 These services shall, as far as commercially practicable, be offered on a
24 hours per day, 7 days per week continuous basis.
5.7 Each party notify the other party as soon as practicable of any facility
failure arising or likely to arise from a cause within such party's
operating territory which is likely to result in an interruption of any of
the services. In the event of any such interruption, the Parties shall
cooperate in an endeavor to resume normal operations as soon as possible.
6. TECHNICAL STANDARDS
The parites shall endeavor to confirm the technical standards to be used in
the provision of the services to the technical standards set forth in the
recommendation
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7. TERMINATION
7.1 In addition to any other rights at law or in equity either party may
terminate this agreement immediately upon written notice to the other party
in the event that other party (1) fails to make any payment within two (2)
months of written notice that such payment is overdue hereunder, or (ii)
commits a breach of any of the terms of this MOU (other than a breach of
any payment obligation as addressed in (1) above) and fails to remedy such
breach within one (1) month after receipt of written notice thereof from
such party.
7.2 In the event of any termination pursuant to this section 7, the parties
shall be liable to each other for payment for any services rendered through
and including the date of termination. In addition, in the event of any
termination of this MOU for any reason the parties shall cooperate in an
endeavor to otherwise reassign the joint facilities implemented in
condition with the services for other usage.
8. LIMITATION OF LIABILITY
8.1 Neither party shall be liable to the other party for any loss or damage
sustained by such party, its interconnecting carriers or its end users by
reason of any failure in or breakdown of the facilities or circuits
associated with providing the services hereunder or for any interruption or
degradation of the services, whatsoever shall be the cause or duration
thereof.
8.2 In no event shall either party be liable to the other party for
consequential, special or indirect losses or damages sustained by a party
or any third party in using the service howsoever arising and whether under
contract, tort or otherwise (including, without limitation, third party
claims, loss of profits, loss of customers, or damage to reputation or
goodwill).
9. CONFIDENTIALITY OF INFORMATION
For a period of two (2) years from the date of disclosure thereof, each
party shall maintain the confidentiality of all information or data of any
nature provided to it by the other party provided such information contains
a conspicuous marking identifying it as "Confidential" or "proprietary"
("Information"). Each party shall use the same efforts to protect
information it receives hereunder as it uses to protect its own
information. The above requirements shall not apply to information which is
already in the possession of the receiving party through no breach of any
third party obligation of confidentiality, is already publicly available
through no breach of any third party obligation of confidentiality, or has
been previously independently developed by the receiving party without the
use of any other information. Notwithstanding the foregoing, this MOU shall
not prevent any disclosure of information pursuant to applicable law or
regulation, provided that prior to making such disclosure, the receiving
party shall use reasonable efforts to notify the disclosing party of this
required disclosure.
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10. APPROVALS
This MOU and the continuance hereof by the parties is contingent upon the
obtaining and the continuance of such approvals, consents, governmental and
regulatory authorizations, licenses and permits as may be required or
deemed necessary by the parties, and the parties shall use commercially
reasonable efforts to obtain and continue same in full force and effect.
11. FORCE MAJEURE
No failure or omission by either party to carry out or observe any or the
terms and conditions of this MOU (other than a payment obligation) shall
give rise to any claim against such party or be deemed a breach of this MOU
by such party if such failure or omission arises from an act of God, an act
of government, or any other circumstance commonly known as force majeure.
12. LANGUAGE
English shall be the language used by technical and operating personnel for
the establishment and provision of the services.
13. NO WAIVER
No waiver by either party of any provision of this MOU shall be binding
unless made in writing, and any such waiver shall relate only to such
matter, non-compliance or breach as it relates to and shall not apply to
any subsequent or other matter, non-compliance or breach.
14. NOTICES
14.1 All notices, requests, or other communications hereunder shall be in
writing, addressed to the parties as follows:
if to TELECOM EGYPT CO:
TELECOM EGYPT
Attention: Eng. AZZA TORKY
Facsimile: 202 777658
Telph. : 777566
if to: TGC
Attention: Arnold S. Gumowitz
Facsimile: 121 236 43501
` Tlph. :
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14.2 Notices mailed by registered or certified mail shall be conclusively deemed
to have been received by the addressee on the fifth business day following
the mailing of sending thereof. Notices sent by telex or facsimile shall be
conclusively deemed to have been received when the delivery confirmation is
received, if followed by first-class mail postage prepaid. If either party
wishes to alter the address to which communications to it are sent, it may
do so by providing the new address in writing to the other party.
15. VIOLATIONS AND TERMINATION OF MOU
In the event that TGC violates any one or more items in this MOU TELECOM
EGYPT CO. will provide TGC with a warning notice and TGC will have thirty
(30) days to correct the violation. TELECOM EGYPT CO. reserves the right to
cancel this MOU if the violation is not corrected within the thirty days by
giving TGC a thirty (30) day written termination notice.
16. TGC will report to EGYPT TELECOM, on a monthly basis, any call back
activity monitored by the call back equipment.
IN WITNESS WHEREOF, the parties hereto have caused this MOU to be executed
by a duly authorized officer as of the Effective Date.
TGC TELECOM EGYPT CO.
BY: /s/ Arnold S. Gumowitz BY: /s/ Azza Torky
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NAME: Arnold S. Gumowitz NAME: Eng. Azza M. TORKY
TITLE: Chairman TITLE: Central Department
Chief for
Sept 6, 1998 International Communications
ANNEX 1
INTERNATIONAL PUBLIC SWITCHED TELEPHONE SERVICE
1. TYPE OF SERVICE
The Telephone Service to be provided by the parties pursuant to this Annex
shall be International Direct Dial Services (include, Audiotext traffic)
2. ACCOUNTING RATE AND DIVISION OF REVENUES
2.1 Effective ___________________, the total accounting (TAR) rate to be
applied to traffic originating in the United States and terminating in the
Territory, and to traffic originating in the Territory and terminating in
the shall be as detailed in 2.2 below and shall be divided 50/50 unless
mutually agreed otherwise.
2.2 SERVICE TAR/MINUTES SURCHARGE PER CALL
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IDD Equal to other US carriers Equal to other US carriers
3. RETURN OF TRAFFIC
3.1 Unless mutually agreed otherwise, the parties shall implement proportional
return traffic arrangements on the basis of monthly traffic measurements.
The details of the arrangements will be defined in separate correspondence.