EXHIBIT 10.6
10.6 Savvis Internet Services Agreement.
S A V V I S
COMMUNICATIOMS
BASIC INTERNET SERVICES AGREEMENT
(Ethernet connection)
This BASIC INTERNET SERVICES AGREEMENT (the "Agreement") is entered into this
day of, 1991, between SAVE COMMUNICATIONS CORPORATION ("SAVVIS"), and
("You").
1. SAVVIS shall provide You 1 dedicated 10 Mbps Ethernet connection(s) to the
Internet through SAVVIS' network from SAVVIS' closest Point of Presence
(POP) (the "connection"). You shall pay SAVVIS the sum of $ 5100.00 per
---------
month for the Connection plus a one time installation fee of $5000.00.
--------
SAVVIS will order and, configure an access device (the "Equipment") to be
located at Your premises which Equipment will route traffic between the
local loop and Your local Ethernet. You will receive from SAVVIS the
requirements necessary to provide You with the Connection, which shall
include, but not be limited to, Equipment configuration information, local
loop information, Equipment telephone line information and the demarcation
point (the "Requirements") and the date on which the Requirements must be
fulfilled. The Ethernet port on the Equipment is the demarcation point.
You acknowledge that You have received a Product Specification Sheet
relating the Connection.
2. The Connection will be activated o or before 199 (the "Activation Date")and
shall be for a period ending on the 'last day of the month which months
subsequent to the Activation Date at which time this Agreement shall
automatically renew for successive month terms unless terminated by either
party at beast 30 days prior to the then current date of tenuination.
SAVVIS re6rves1he right to change its rates for any renewal term by
notifying You at least 60 days in advance of effective date of such rate
change. You acknowledge that circumstances beyond the control of SAVVIS may
cause a delay in turn. up the Connection in which case billing shall
commence on the date the Connection is activated; provided, however, in the
event delay in activating the Connection is the result of Your failure to
comply with or provide any of the Requirements billing for Connection shall
commence on the Activation Date.
3. This Agreement includes equipment, the terms and conditions of which are
set forth on Exhibit A hereto.
4. You will be invoiced monthly in advance for all amounts due and owing to
SAVVIS. All payments are due within 30 days after the date of such invoice.
Your account will be deemed to be overdue if payment is not received within
30 days after the date of the invoice. If payment is not received within
such 60-day period, You will be charged an interest rate equal to the
lesser of 1-1/2% month or the maximum amount permitted by the law of Your
state.
5. SAVVIS offers You access to the Internet. You hereby acknowledge that the
Internet is not owned, operated, managed by or in any affiliated with
SAVVIS or any of its affiliates, and that it is a separate network of
computers independent of SAVVIS. Your use of Internet is solely at Your own
risk and is subject to all applicable local, state, national and
international laws and regulations. use the Internet is dependent on
numerous factors, technologies and systems, many of which are beyond
SAVVIS' authority and control
6. SAVVIS' network may only be used for lawful purposes. As such., SAVVIS
reserves the right to, from time to time, monitor Ye activity. The
transmission of any material in violation of any United States or state
regulations is prohibited. This includes, but is r limited to. copyrighted
material, material legally judged to be threatening or obscene, material
protected by trade secret or mater that is otherwise deemed to be
proprietary or judged by SAVVIS to be inappropriate or improper such as
bulk e-mail messages.
7. Access to other networks connected to SAVVIS' network must comply with the
rules appropriate for that other network. SAVVIS exercises no control
whatsoever over the content of the information passing through its network.
8. SAVVIS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THOSE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS
INCLUDES LOSS OF DATA RESULTING FROM DELAYS, NON DELIVERIES, MIS DELIVERIES
OR SERVICE INTERRUPTION HOWEVER CAUSED. USE OF A INFORMATION OBTAINED BY
SAVVIS' NETWORK IS AT YOUR OWN RISK. SAVVIS SPECIFICALLY DISCLAIMS A
RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH
ITS SERVICES.
9. Routine maintenance and periodic system repairs, upgrades and
reconfigurations may result in temporary impairment or interruption in
service. As a result, SAVVIS does not guarantee continuous or uninterrupted
service and reserves the right from time to time temporarily reduce or
suspend service without notice. If You notify SAVVIS immediately in the
event of the failure of Ye Connection and SAVVIS determines in its
reasonable commercial judgment that the Connection is unavailable to You,
SAVVIS w upon Your request credit Your account in the following manner: (1)
if the Connection is unavailable for one (1) or more consecutive hours
during any calendar month, SAVVIS will credit Your account for such month
in an amount equal to l/30 of the amount due
2 0 (Aug. 97)
for such month and (ii) if the Connection is unavailable for an aggregate
of four (4) or more hours in any calendar month, SAVVIS will credit Your
account in an amount equal 7/30ths of the amount due for such month.
Scheduled or routine maintenance shall not be deemed to be the
unavailability of Your Connection. The provisions set forth in this
Paragraph 9 shall be Your sole and exclusive remedy in the event of the
unavailability of Your Connection.
10. Upon the occurrence of a default by You of any provision hereunder, SAVVIS
reserves the right, in addition to any other remedies which may be
available to it, to terminate this Agreement and the services provided to
You hereunder. In addition, upon the occurrence of any default hereunder,
75% of the cumulative total of the balance of all monthly payments
remaining on this Agreement shall become due and payable as of that date as
liquidated damages and not as a penalty. You acknowledge that the amounts
payable pursuant to the preceding sentence are equitable compensation to
SAVVIS, and are intended to reasonably compensate SAVVIS for the losses
which are occasioned by Your failure to honor Your obligations hereunder
and that the exact amount of damages is difficult or impractical to
establish.
11. You shall indemnify SAVVIS, its affiliates, officers, directors, licensees
and licensers from any and all claims and expenses, included without
limitation, reasonable attorney's fees arising from Your breach of any
provision of this Agreement.
12. This Agreement is deemed to be entered into in the State of Missouri and
shall not become a binding obligation of SAVVIS until it 1-been executed by
an officer of SAVVIS. The parties agree that any dispute arising under this
Agreement shall have as its venue Louis County, Missouri and any such
dispute shall be governed by and construed in accordance with the laws of
the State of Missouri.
13. SAVVIS may assign this Agreement without Your prior consent and all of
SAVVIS' rights, title and interest herein shall inure to benefit of such
assignee, its successors and assigns. This Agreement shall not be
assignable by You except with the written consent SAVVIS. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of
the parties hereto and the respective successors and assigns.
14 Neither party shall disclose any of the terms and conditions of this
Agreement without the prior written consent of the other, provide. however,
in any of its sales and marketing materials, SAVVIS may refer to You as its
customer.
15. This Agreement may be modified only by a written instrument signed by the
party against which the modification is being enforced.
16. Any notice required to be given hereunder shall be in writing and shall be
deemed to have been delivered when deposited in the Urn States mail,
registered or certified mail, return receipt requested with adequate
postage affixed and addressed to the persons set forth the signature block
hereto or to such other address as either party may provide to the other in
accordance with the provisions hereof. copy of any notice to SAVVIS shall
be sent to Vice President - General Counsel at the address set forth below.
17. This Agreement, together with Exhibit A hereto, contains the entire
agreement of the parties hereto with respect to the matters cove: hereby
and supersedes any other prior or simultaneous agreement related to such
matters, including specifically, but not limited to Basic Internet Services
Agreement between You and SAVVIS dated December 23, 1997.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as f and year
first above written.
SAVVIS COMMUNICATIONS CORPORATION
BY: BY: Don Brown
--------------------------------- -------------------------------------
Title: Title: EXEC. V.P.
----------------------------- ----------------------------------
Address: 7777 Binhomme, Suite 1000 Address: 10497 Town & Country Way #460
---------------------------------
Houston TX 77024
---------------------------------
713-467-7281
---------------------------------
18. Networks ON-LINE can cancel before installation by providing written notice
to Savvis Communications their intent not to upgrade to the new service
within 60 days of this agreement.
EXHIBIT 10.6
10.6 Savvis Internet Services Agreement.
S A V V I S
COMMUNICATIOMS
December 23, 1997
NETWORK ON-LINE INC
ATTN: Sam Little
10497 Town & Country Way, SU 480
Houston, TX 77024
Network On-Line inc and SAVVIS Communication, Corporation ("SAVVIS") entered
Iowa a 5asie internet Service Agreement (the "Agreement") pursuant to which You
purchased services r SAVVIS. The Agreement provides that SAVVIS does ant
provide the local loop and that You are to mike your own a local Loop. It Is
our wide that you have chosen to use Southwestern Bell for your local loop. A
cross Is in required between your local loop and the SAVVIS POP.
In addition to lb. services being provided to you under 6. agreement, SAVVIS
has managed to provide you the connection at a monthly . 10.00 return of 36
months per local mop, and a one ft. at 5540.00 per local loop. This amount will
be added to the monthly invoice that You set to receive frown SAVVIS.
If the foregoing is accertable to You, please indicate Your agreement to the
same by executing the copy of this letter and returning it to Kathy Msekario at
SAVVIS Communicatioin. Her fax number is 314-719-2442.
Sincerely yours,
SAVVIS Communications Corporation
By: /s/ Gary Zimmerman
----------------------------------
Agreed to and accepted by:
/s/ Sam L. Little
- ------------------------------------
Sam L. Little
- ------------------------------------
Vice President
- ------------------------------------
Dated :12/24/97
S A V V I S
COMMUNICATIONS
BASIC INTERNET SERVICES AGREEMENT
This BASIC INTERNET SERVICES AGREEMENT (the "Agreement") is entered into this
23rd day of Dec, 1991, between SAVVIS COMMUNICATIONS CORPORATION ("SAVVIS"), and
- ---- --- ----
("You").
1. SAVVIS shall provide You 2 dedicated connection(s) to the Internet through
-
SAVVIS' network from SAVVIS' closest Point of Presence (POP) at 1.5 Mbps
-----
bandwidth (the "connection"). You shall pay SAVVIS the sum of $3,600 per
------
month for the Connection plus a one time installation fee of $1,000
------
which shall be due upon Your execution hereof. You shall also be
responsible for all connection and local access charges incurred by SAVVIS
and which apply to the Connection and You will be billed by SAVVIS for such
amounts. In addition, this Agreement does not include the local loop
charge. Upon Your request, SAVVIS will order and configure Your local loop
connection and cause the loop provider to bill you for the local loop
charge. Your local loop will be connected to our POP in Houston. You will
-------
receive from SAVVIS the requirements necessary to provide You with the
Connection, which shall include, but not be limited to, router
configuration information, local loop information and the demarcation point
(the "Requirements") and the date on which the Requirements must be
fulfilled. If SAVVIS has not arranged for the local loop, the demarcation
point is considered to be the port on SAVVIS's switch. If SAVVIS has
arranged for the local loop, the WAN port on Your router is the demarcation
point. You acknowledge that You have received a Product Specification
Sheet relating to the Connection.
2. The Connection will be activated on or before Dec 30, 1997 (the "Activation
------ -
Date") and shall be for a period ending on the last day of the month which
is 36 months subsequent to the Activation Date at which time this Agreement
--
shall automatically renew for successive 1 month terms unless terminated by
-
either party at least 30 days prior to the then current date of
termination. SAVVIS reserves the right to change its rates for any renewal
term by notifying You at least 60 days in advance of effective date of such
rate change. You acknowledge that circumstances beyond the control of
SAVVIS may cause a delay in turning up the Connection in which case billing
shall commence on the date the Connection is activated; provided, however,
in the event delay in activating the Connection is the result of Your
failure to comply with or provide any of the Requirements billing for
Connection shall commence on the Activation Date.
3. This Agreement does not include equipment.
4. You will be invoiced monthly in advance for all amounts due and owing to
SAVVIS. All payments are due within 30 days after the date of such invoice.
You will be deemed to be in default hereunder if payment is not received
within 30 days after the date of such invoice and in addition to its other
remedies, SAVVIS shall charge You an interest rate equal to the lesser
1-1/2% per month or the maximum amount permitted by the law of Your state.
5. SAVVIS offers You access to the Internet. You hereby acknowledge that the
Internet is not owned, operated, managed by or in any affiliated with
SAVVIS or any of its affiliates, and that it is a separate network of
computers independent of SAVVIS. Your use of Internet is solely at Your own
risk and is subject to all applicable local, state, national and
international laws and regulations. Use the Internet is dependent on
numerous factors, technologies and systems, many of which are beyond
SAVVIS' authority and control
6. SAVVIS' network may only be used for lawful purposes. As such., SAVVIS
reserves the right to, from time to time, monitor Your activity. The
transmission of any material in violation of any United States or state
regulations is prohibited. This includes, but is not limited to,
copyrighted material, material legally judged to be threatening or obscene,
material protected by trade secret or mater that is otherwise deemed to be
proprietary or judged by SAVVIS to be inappropriate or improper such as
bulk e-mail messages.
7. Access to other networks connected to SAVVIS' network must comply with the
rules appropriate for that other network. SAVVIS exercises no control
whatsoever over the content of the information passing through its network.
8. SAVVIS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THOSE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS
INCLUDES LOSS OF DATA RESULTING FROM DELAYS, NON DELIVERIES, MIS DELIVERIES
OR SERVICE INTERRUPTION HOWEVER CAUSED. USE OF A INFORMATION OBTAINED BY
SAVVIS' NETWORK IS AT YOUR OWN RISK. SAVVIS SPECIFICALLY DISCLAIMS A
RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH
ITS SERVICES.
9. Routine maintenance and periodic system repairs, upgrades and
reconfigurations may result in temporary impairment or interruption in
service. As a result, SAVVIS does not guarantee continuous or uninterrupted
service and reserves the right from time to time temporarily reduce or
suspend service without notice. If You notify SAVVIS immediately in the
event of the failure of Your Connection and SAVVIS determines in its
reasonable commercial judgment that the Connection is unavailable to You,
SAVVIS will, upon Your request credit Your account in the following manner:
(1) if the Connection is unavailable for one (1) or more consecutive hours
during any calendar month, SAVVIS will credit Your account for such month
in an amount equal to l/30 of the amount due for such month and (ii) if the
Connection is unavailable for an aggregate of four (4) or more hours in any
calendar month, SAVVIS will credit Your account in an amount equal 7/30ths
of the amount due for such month. Scheduled or routine maintenance shall
not be deemed to be the unavailability of Your Connection. The provisions
set forth in this Paragraph 9 shall be Your sole and exclusive remedy in
the event of the unavailability of Your Connection.
10. Upon the occurrence of a default by You of any provision hereunder, SAVVIS
reserves the right, in addition to any other remedies which may be
available to it, to terminate this Agreement and the services provided to
You hereunder. In addition, upon the occurrence of any default hereunder,
75% of the cumulative total of the balance of all monthly payments
remaining on this Agreement shall become due and payable as of that date as
liquidated damages and not as a penalty. You acknowledge that the amounts
payable pursuant to the preceding sentence are equitable compensation to
SAVVIS, and are intended to reasonably compensate SAVVIS for the losses
which are occasioned by Your failure to honor Your obligations hereunder
and that the exact amount of damages is difficult or impractical to
establish.
11. You shall indemnify SAVVIS, its affiliates, officers, directors, licensees
and licensers from any and all claims and expenses, included without
limitation, reasonable attorney's fees arising from Your breach of any
provision of this Agreement.
12. This Agreement is deemed to be entered into in the State of Missouri and
shall not become a binding obligation of SAVVIS until it 1-been executed by
an officer of SAVVIS. The parties agree that any dispute arising under this
Agreement shall have as its venue Louis County, Missouri and any such
dispute shall be governed by and construed in accordance with the laws of
the State of Missouri
13. SAVVIS may assign this Agreement without Your prior consent and all of
SAVVIS' rights, title and interest herein shall inure to benefit of such
assignee, its successors and assigns. This Agreement shall not be
assignable by You except with the written consent SAVVIS. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of
the parties hereto and the respective successors and assigns.
14 Neither party shall disclose any of the terms and conditions of this
Agreement without the prior written consent of the other, provide. however,
in any of its sales and marketing materials, SAVVIS may refer to You as its
customer.
15. This Agreement may be modified only by a written instrument signed by the
party against which the modification is being enforced.
2.0 (Aug. 97)
16. Any notice required to be given hereunder shall be in writing and shall be
deemed to have been delivered when deposited in the United States mail,
registered or certified mail, return receipt requested with adequate
postage affixed and addressed to the persons set forth the signature block
hereto or to such other address as either party may provide to the other in
accordance with the provisions hereof. A copy of any notice to SAVVIS
shall be sent to Vice President - General Counsel at the address set forth
below.
17. This Agreement contains the entire agreement of the parties hereto with
respect to the matters covered hereby and supersedes any other prior or
simultaneous agreement related to such matters.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day
and year first above written.
SAVVIS COMMUNICATIONS CORPORATION
BY: /s/ Robert Murphy BY:/s/ Sam L. Little
--------------------------------- -------------------------------------
Print name: Robert Murphy Print Name: Sam L. Little
--------------------------------- -------------------------------------
Title: EVP, CFO Title: Vice President
----------------------------- ----------------------------------
Address: 7777 Bonhomme, Suite 1000 Address:10497 Town & Country Way, Ste 460
St. Louis MO 63105 ---------------------------------
314-727-5596 Houston TX 77024
---------------------------------
713-467-7100
---------------------------------
EQUIPMENT EXHIBIT
This is Exhibit A to the Basic Internet Services Agreement dated April 30, 1998
--
between SAVVIS Communications Corporation ("SAVVIS") and NETWORKS ON-LINE
"You"), the terms and provisions of which are by this reference incorporated in
full herein.
1. During the term of the Agreement, SAVVIS shall provide You with NetEdge
Access Switch (the "Equipment").
2. You acknowledge that the Equipment is owned by SAVVIS and You shall take
such actions that are directed by SAVVIS to protect SAVVIS' interest in the
Equipment and shall keep the Equipment free and clear from all liens,
claims and encumbrances. You acknowledge that SAVVIS may take whatever
steps are necessary to prefect and protect its interest in the Equipment,
including, but not limited to the filing of a financing statement, with
respect to which You hereby grant to SAVVIS a power of attorney to execute
any such document on Your behalf
3. You shall maintain insurance on the Equipment in coverages that are
acceptable to SAVVIS in its sole discretion and concurrently with the
execution of this Agreement, You shall provide SAVVIS with a certificate of
such insurance.
4. You shall not move, configure, reconfigure, program or otherwise effect the
Equipment in any manner without the prior written consent of SAVVIS.
5. Upon the termination of this Agreement for any reason You shall return the
Equipment to SAVVIS at your expense and the Equipment shall be in good
condition, reasonable wear and tear expected.
6. SAVVIS makes no representation or warranty of any kind, express or implied,
with respect to the Equipment, its merchantability, or its fitness for a
particular purpose. SAVVIS shall not be liable to You or any other person
for direct, indirect, special, incidental or consequential damages arising
from your use of the Equipment, or for damages based on strict or absolute
tort liability or SAVVIS' negligence.
7. You hereby acknowledge that any manufacturer's or supplier's warranties
with respect to the Equipment are passed on to You by SAVVIS and that
SAVVIS shall have no responsibility for maintaining the Equipment.
** PURCHASE ORDER ** PAGE: 1
NETWORKS ON-LINE P.O. NUMBER: 0070151
10497 TOWN & COUNTRY ORDER DATE: 04/30/98
STE 460
HOUSTON, TEXAS 77024
(713) 467-7100 VENDOR NO: 0O-SAVVIS
VENDOR: SHIP TO:
Savvis Communications NETWORKS ON-LINE
12770 Coit Road 10497 TOWN & COUNTRY WAY
Ste 1121 SUITE 460
Dallas HOUSTON TX 77024
CONFIRM TO: TX 75251
- --------------------------------------------------------------------------------
REQUIRED DATE SHIP VIA F.O.B TERMS
NET 30 DAYS
- --------------------------------------------------------------------------------
ITEM NO. UNIT ORDERED RECEIVED BACK ORD UNIT COST AMOUNT
- --------------------------------------------------------------------------------
INSTALL EACH 1.00 0.00 0.00 5,000.00 5,000.0
INSTALLATION of 1OBT Circuit WHSE: 000
NOL may cancel this P0 within 60 days of
the Purchase Order date.
-------------------
NET ORDER:5,000.00
SALES TAX: .00
FREIGHT: .00
-------------------
ORDER TOTAL: 5,000.00
REVIEWED BY: ______________
APPROVED BY: ______________