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EXHIBIT 10.56
CONSORTIUM 2000
and CALL POINTS, INC.
AGREEMENT
* AN ASTERISK in this document indicates that the portion of the text so marked
is confidential and has been omitted and filed separately with the Securities
and Exchange Commission.
Date: September 07, 1995
CONSORTIUM 2000 and CALL POINTS agree that:
(1) CONSORTIUM 2000 will act as an agent and refer
teleconferencing clients to CALL POINTS as needed for conferencing services.
(2) These clients will communicate directly with CALL POINTS via
phone or fax to arrange for service, make reservations, etc. for conference
calls.
(3) CONSORTIUM 2000 will provide CALL POINTS with a list of
clients that are eligible for the rates specified in this agreement.
(4) CALL POINTS will assign each CONSORTIUM 2000 client with a
unique account number, specified at your request.
(5) CALL POINTS will assume all responsibility involved in mailing
invoices directly to each customer.
(6) CONSORTIUM 2000 will not be eligible to contact any customer
off CALL POINTS.
(7) The following rates are fixed for a one (1) year period.
Agency commission will be paid on overall total dollars collected and paid on
a monthly basis.
DOMESTIC 800 MEET ME DOMESTIC AND INTERNATIONAL COMMISSION
AND OPERATOR ASSISTED RATES MEET ME RATES
Standard rate per minute- * Standard rate per minute- * * of net billed revenue
Average rate per minute- * Average rate per minute- * * of net billed revenue
Recommended rate- * Recommended rate- * * of net billed revenue
Lowest possible rate- * Lowest possible rate- * * of net billed revenue
*Fax broadcast services-__*__ commission-__*___ per page
*Options for Commissions: A higher commission percentage will be negotiated on
all customers exceeding 40,000 minutes per month at a rate of __*____ for
Domestic 800 Meet Me and Operated Assisted services. In addition, Call Points
will allow a rate of ____*___ for Meet Me services based on projected volume
minutes exceeding 25,000 minutes per month.
CALL POINTS, INC. PROPRIETARY INFORMATION, DO NOT DISCLOSE
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Agreed and Accepted: Agreed and Accepted:
Initial Initial
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CONSORTIUM 2000 CALL POINTS, INC.
Date Signed: 10/16/95 Date Signed: 9/12/95
BY: [SIG] /s/ Wouter Van Biene BY [SIG]
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Printed Name: Wouter Van Biene Printed Name:
TITLE: EVP TITLE: Director of Global Sales
CALL POINTS, Inc. Proprietary Information, Do Not Disclose
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CLIENT CONTRACT
VERIFICATIONS PLUS
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇-▇▇▇-▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
with
CONSORTIUM 2000, INC.
EFFECTIVE DATE: January 24, 1996
PARTIES:
Client Name: Consortium 2000
Client Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Client Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
Client Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Client Contact Person(s): Mr. Wouter Van Biene
ADC Contact Person(s): ▇▇▇ ▇▇▇▇▇▇
Senior Account Executive
RECITALS: This Agreement is entered this 24th day of
January 1996, between Consortium 2000, Inc. hereinafter
referred to as C 2000 and Verifications Plus, hereinafter
referred to as VP. Advanced Data-Comm, Inc., is an Iowa
corporation with its principal place of business at the above
address.
AGREEMENT: WHEREAS, C 2000 seeks Telesales services from
VP and whereas VP is ready, willing and able to provide such
services and C 2000 agrees to accept and pay for such
services, the parties hereby agree as follows:
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CLIENT CONTRACT - Consortium 2000, Inc.
January 16, 1996
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1. TERM: This Agreement will be for a period of 90 days,
commencing on the 24th day of January 1996, and extending until the
24th day of April 1996, ("Original Term"), unless otherwise terminated
by mutual agreement through proper notice or rescission in writing.
Following the Original Term, the agreement will be automatically
renewed for two (2) successive terms of one year ("Renewal Term")
unless either party gives written notice of termination to the other
party through proper notice or recision in writing. The Renewal Term
will allow the provision to negotiate pricing and provide acceptance
of new pricing and other conditions under a separate written addendum.
2. SCOPE OF WORK:
A: Obligations Defined:
1. C 2000 agrees to utilize the services of VP
and will be responsible for:
a) Providing VP with the required data
and background Information, as
requested by VP, to operate the
verification services as defined
herein.
b) Assisting in the planning and
designing of the program, including
scripting.
c) Assisting with the training of VP
personnel as requested and agreed to.
d) Approving all materials to be used
by VP.
2. VP will be responsible for:
a) Assisting in the planning and
designing of the program, including
scripting.
b) Conducting the training of VP
verifications staff.
c) Monitoring and managing the
verification's activity.
d) Maintaining a call detail on each
record received and providing C 2000
with a daily report of calling
activity.
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CLIENT CONTRACT - Consortium 2000, Inc.
January 16, 1995
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e) Providing C 2000 agents an 800
number to call and report sales. VP
will, using the attached script,
capture the required information.
f) Providing C 2000 with all sales, on
a daily basis. VP will create one
file containing all verified sales
for retrieval by C 2000. Sales
vendor(s) agents will retrieve a
file listing all records appended
with a final disposition, in
electronic format.
g) Informing C 2000 of any record which
requires immediate attention.
3. FEES AND PAYMENTS
A: Set-up and Verification
1. Program Development /ONE TIME
The program development fee shall be recoverable by C
2000. Beginning the month following a month where C
2000 reaches a minimum call volume of 3,000 calls, VP
will apply a credit of per month for each month
that call volume equals or exceeds a minimum call
volume of 3,000 calls.
CLIENT INITIATED CHANGES (AFTER APPROVAL OF ORIGINAL
PROGRAM)
The following charges shall apply to material changes
requested by C 2000 (such as material changes to the
script which would require re-programming of
automated system and/or retraining of verification
agents. Any material changes must submitted in
writing and VP would provide an estimate of
implementation date and associated costs.
A. Information Systems /hour
VP will provide an estimate prior to
programming.
B. Training /hour VP
will provide an estimate prior to training.
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CLIENT CONTRACT - Consortium 2000, Inc.
January 16, 1996
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2. Project Management /MONTH
For Call Back Verification System
VP will assess the Project Management Fee for each month
that the call back verification system is in place.
Project Management fee only applies to Call Back
Verification System.
3. Verification Calls
a) Call Back Verification:
2,000 to 10,000 calls per month $ _*__call
10,001 to 30,000 calls per month $ _*__call
30,001 to 60,000 calls per month $ _*__call
Over 60,000 calls per month $ _*__call
b) Live Transfer/Direct Connect
Verification:
2,000 to 10,000 calls per month $ _*__call
10,001 to 30,000 calls per month $ _*__call
30,001 to 60,000 calls per month $ _*__call
Over 60,000 calls per month $ _*__call
4 . Processing of Information $ _*__file
For Live Transfer Method processed/day _*__
VP will conduct overnight processing of
information required by C 2000 and Sales
Agents, (Verified and Voided sales).
Information will be retrieved, via modem,
from VP's Bulletin Board System. The
Processing of Information Fee will not exceed
_____ per month, unless approved in advance
by C 2000.
C: Incidentals: For services not previously
addressed
1. Clerical _*__/hr.
(if required and approved in writing)
2. Copies _*__/page
3. Postage/Overnight Shipping AT COST
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CLIENT CONTRACT - Consortium 2000, Inc.
August 30, 1995
Page 5
D. Billing: Charges will be billed bi-weekly (26 times
per year), plus any incidental costs incurred.
Verification charges will be based on the quantity
and method by which the sale was verified. The
actual charge for verification calls will be
determined by the call volume of the verification
method used for the previous month. All other
charges will be based on work actually performed or
expenses incurred on behalf of C 2000. Terms are net
15 days from date of billing, with late charges of
1.5% per month on the unpaid balance beginning 31
days from final billing date.
4. CONFIDENTIALITY: Both parties acknowledge that the intention
in the negotiation of or performance of this Contract is confidential
and information of each has been and will be made available to the
other. The parties agree to use reasonable efforts to maintain the
confidentiality of such material and agree not to make any use of such
material not required under this Contract. VP agrees that any data
provided by C 2000 will be used solely and only for the purpose of
providing the verifications services outlined in this Contract. VP
agrees not to use such data for any other purposes.
5. FCC REGULATIONS: It is C 2000's responsibility to notify VP if
there any individuals on the list provided that do not wish to be
called under the "Do Not Call" provisions of FCC Regulations. VP will
notify C 2000 of any additional names that are added to the list
during our calling. VP warrants that verification practices as
outlined herein comply with the rules and regulations of the Federal
Communications Commission concerning the Policies and Rules Concerning
Changing Long Distance Carriers, (FCC 91-398, CC Docket No. 91-64).
6. DEFAULT: Should either party default in the performance of any
terms and conditions of this Contract, the other party, may at its
option terminate the same by providing written notification. Not
withstanding the above, C 2000 may terminate this agreement at any
time by providing written notification five (5) days prior to
termination. C 2000 will owe for any and all charges up to and
including the date of termination. VP has the option of retaining all
information until receipt of final payment for all charges incurred by
C 2000 up to and including the date of termination.
A. FEES: In the event of a default, C 2000 will be
responsible for full payment of all fees, both real and
incidental, accrued to the point of termination. Any deposit
made by C 2000 to VP will be retained by VP and considered as
liquidation damages to be applied toward total damages.
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CLIENT CONTRACT - Consortium 2000, Inc.
August 30, 1995
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B. Arbitration: Any controversy or claim between C 2000
and VP arising out of, or resulting from this Agreement, or
breach of it, which is not resolved by the parties within
thirty (30) days, will, upon written notice by either party to
the other, be resolved by binding arbitration in the
metropolitan Dubuque area, in accordance with the rules and
regulations of the American Arbitration Association and the
laws of Iowa will be applied, and judgement upon the award
rendered by the arbitrator may be entered in any court having
jurisdiction. The prevailing party will be entitled to
receive its legal fees as part of any such award or judgement.
7. DAMAGES: VP will not be liable for any special or
consequential damages. VP's liability for breach of this
Agreement or associated claim will be limited to the return of
the amount paid by C 2000, as liquidated damages.
8. MISCELLANEOUS:
A. Notices: All legal Notices hereunder shall be in
writing and will be given in person or deposited in the United
States Mail for delivery by prepaid certified mail to the
recipient at the respective address shown above for VP or C
2000.
B. Binding Effect: This Agreement will inure to the
benefit of and be binding upon the parties hereto, as well as
respective successors and assigns.
C. Entire Agreement: This Agreement constitutes the
entire agreement of the parties relating to the subject matter
hereof and supersedes all previous Agreements between the
parties relating to the same subject. The parties hereunto
have made no agreements, representations or warranties
relating to the subject matter of this Agreement which are not
set forth herein. No modification of this Agreement will be
valid unless made in writing and signed by the parties hereto.
D. Governing Law and Jurisdiction: This Agreement has
been made under the laws of the State of Iowa and any action
brought to enforce its terms and conditions will be brought in
the Iowa District Court for Dubuque County.
E. Severability: Any provision of this Agreement deemed
invalid or unenforceable by a Court of proper jurisdiction or
other government action will not invalidate the remaining
provisions of this Agreement, which will remain in full force
and effect to the extent permitted by law.
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CLIENT CONTRACT - Consortium 2000, Inc.
August 30, 1995
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IN WITNESS WHEREOF, we subscribe our names below with the assertion that we
have the authority to bind our respective entities this 5th day of February,
1996.
ADVANCED DATA-COMM, INC. By: Consortium 2000, Inc., By:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ WOUTER VAN BIENE
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Wouter Van Biene
President/CEO
EVP
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