CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR
WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [*] [**] [***]
[****] OR [*****]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
EXHIBIT 10.33
CARRIER SERVICE AGREEMENT
This Carrier Service Agreement (the "Agreement"), is entered into this
1st day of May and effective as of January 1, 1997 (the "Effective Date"),
between Telenational Communications Limited Partnership ("Company"), a Nebraska
limited partnership, with its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, and Telenational Communications Deutschland
Limited Partnership, (the "Customer"), a Nebraska Limited Partnership, with its
principal place of business at ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇. This
Agreement replaces the Exclusive Representation Agreement dated February 24,
1993 (and addenda thereto) between Telenational Communications Deutschland
Limited Partnership and TESI, a division of Telenational Communications Limited
Partnership. The parties agree as follows:
1. Description of Services. Company shall provide Customer with
certain switched and/or dedicated telecommunications Services (the "Services")
as described in Exhibit A attached hereto. Company shall maintain at all times
during this Agreement and provide Customer with a copy of the Company's FCC
Certification and such other documents which evidence Company's qualifications
to provide telecommunications Services. Customer shall provide Company with
such certification, governmental consent, authorization , license or other
approval required by the laws or regulations governing Customer, evidencing
Customer's authority to conduct business in the countries states and/or
territories set in Exhibit A, if applicable.
2. Term; Termination.
2.1 Customer agrees to subscribe for the Services for a period
of [***] from the Effective Date (the "Initial Term"). This Agreement may be
terminated by either party by written notice to the other party at least ninety
(90) days prior to the expiration of the Initial Term or any Additional Term.
If no notice of termination is given prior to the expiration of the Term, this
Agreement shall be automatically renewed for successive [***] periods
("Additional Term" or "Additional Terms", together with the Initial Term,
"Term").
2.2 Either party may terminate this Agreement by written notice
if the other party is the subject of a bankruptcy order, or becomes insolvent,
or makes any arrangement or composition with or assignment for the benefit of
its creditors, or if any of the other party's assets are the subject of any form
of seizure or goes into liquidation either voluntary (otherwise than for
reorganization or amalgamation) or compulsory or if a receiver or administrator
is appointed over its assets (or the equivalent of any such event in the
jurisdiction of the other party).
2.3 This Agreement may be terminated upon notice of termination
if there occurs any of the following events:
2.3.1 Either party makes any material misrepresentation
relating to the provision of the Services or charges for the Services
as agreed to herein and as represented in all exhibits attached
hereto.
2.3.2 Either party breaches a material obligation, which is
not cured within 30 days.
2.4 Customer may immediately terminate this Agreement or that
part of the Agreement relating to a Service, a portion of a Service or a
program;
2.4.1 If any Service is interrupted or materially impaired
for a period of 5 (five) consecutive days or ten (10) days in any
sixty (60) day period not withstanding cause.
2.4.2 If any Service provided by Company does not meet CCITT
standards.
2.4.3 The Company's failure, after notice by the Customer, to
assure the continuity of effective fraud control measures, as provided
in Section 3.3; or
2.4.4 Either party's failure to maintain the certifications
required by Section 1.
2.5 Upon expiry or termination of this Agreement or any Service
or Program provided under it:
2.5.1 The rights of the parties accrued up to the date of
expiry or termination shall remain unaffected;
2.5.2 The Company shall cooperate fully in the handover of
said Services to another carrier or provider including but not limited
to the handover of dedicated (D Numbers as set out on Exhibit F
attached hereto) toll free access numbers to the Customer where
numbers are dedicated to Customer.
2.5.3 Customer shall pay all undisputed amounts outstanding
to Company
2.5.4 Company shall provide Service until such time as
Services can be handed over to another provider and shall be paid by
Customer at rates of the then current year until such handover is
completed, provided that the Company's responsibilities for such
handover shall be accomplished within 90 days after the event
requiring such handover.
3. Services and Payment.
3.1 Customer will pay to Company monthly recurring and
nonrecurring charges for the Services as set forth in Exhibit B attached hereto
(the "Usage Fees"). Usage Fees will be reviewed and agreed to on an annual
basis by both parties, beginning on October 1, 1997, and continuing each October
thereafter. In the event that the parties cannot agree on the Usage Fees prior
to December 1 of any year, the provisions of Section 14 shall govern.
Notwithstanding the immediate preceding sentence, based on Company's prevailing
rates from its providers warranted by Company, Company may adjust per minute
prices if said prices are changed by Company's provider with ten (10) days
written notice to Customer. At the request of the Customer at any time, based
on prevailing market factors and conditions, the Company shall adjust Usage Fees
to insure that such Usage Fees are competitive with fees charged by third
parties for the same Services or to insure that Customer remains competitive in
its markets. If such obligation is not met, Customer reserves the right to
terminate affected Services or routes subject to Section 14. This section is
subject to Section 14 of this Agreement.
3.2 Taxes. Customer acknowledges and understands that the Usage
Fees are computed by Company exclusive of any federal, state, local or VAT taxes
or other documented taxes including use, excise, gross receipts, sales and
privilege taxes, duties,(other than general income or property taxes), charged
to or against Company or Customer for the specific services furnished to
customer that may be due by Customer to authorities. Customer shall be
responsible for VAT and other applicable taxes based on usage by its
subscribers. Company shall be responsible for payment of all taxes not directly
attributable to Customer.
3.3 Fraudulent Calls.
3.3.1 Company shall insure that effective fraud control
mechanisms are applied throughout the term of this Agreement as set
out in Exhibit C attached hereto. Such mechanisms shall include, but
not be limited to, provision of Call Exception reports which detail
abnormally high usage on cards or abnormal calling patterns. Such
reports shall be provided on a timely basis and shall be provided to
Customer either as such events occur or on a weekly basis, whichever
is more frequent.
3.3.2 Subject to Section 3.3.1, and except as provided
herein, Customer shall defend, indemnify and hold Company harmless
from all damages, liabilities, awards, penalties, costs, expenses
(including reasonable attorneys' fees and settlement payments),
arising from claims or actions which may comprise a portion of the
Services to the extent that the party claiming the call(s) in question
to be fraudulent is (or had been at the time of the call) an end-user
of the Services through Customer's distribution channels. Fraudulent
use, includes without limitation, using outbound long distance to
transmit a message with the intent to avoid payment, or using
fraudulent means or devices, false numbers, false electronic devices,
tampering with or making connections not authorized by Company.
Additionally, should a card be reported lost or stolen, Company
guarantees that it will deactivate said card number within two (2)
hours of said report which shall be date and time stamped and any
subsequent usage on said card shall be the responsibility of Company.
Customer shall not be excused from paying Company for Services
provided to Customer relating to fraudulent use or any portion thereof
on the basis that fraudulent use comprised a corresponding portion of
the Services nor shall Company be excused from liability on fraud or
misuse where a lost or stolen report has been filed and Company has
failed to deactivate card.
3.4 Payment Obligations. Company will invoice Customer monthly
for Fees, Additional Charges and other related charges referenced hereunder.
Customer will pay in full each invoice for Services within fifteen (15) days of
the invoice date, said invoice to be delivered electronically to customer on
invoice date and mailed to customer via overnight mail on said date. If payment
is not received in full by Company on or before such date, Customer also shall
pay a late fee in the amount of the lesser of one and one-half percent (1-1/2%)
of the unpaid balance per month, provided, however that CDRs have been delivered
as set out in Exhibit E attached hereto. In the event of nonpayment by Customer
when due of any amount billed by Company hereunder, Company shall be entitled to
commence an action to collect any amounts due and to exercise any legal rights
it may possess against Customer under this Agreement or applicable law.
3.4.1 Customer shall post a letter of credit "LOC" in the
amount of one and one half (1-1/2) month's estimated Usage Fees for
the Services as agreed upon between the parties. This amount will be
reviewed on a quarterly basis and adjusted appropriately or, at
Customer's option, the parties will utilize a lockbox agreement as set
out in exhibit D that is agreeable to both parties.
3.4.2 Company agrees to process credit card transactions for
Customer under its Merchant Account and deposit said funds into
Customer's designated account until such time as Customer establishes
its own Merchant Account. Customer agrees to pay Mastercard, Visa and
American Express processing fees for said transactions and remains
liable for chargebacks on processed accounts.
3.5 Billing Discrepancies. Any billing discrepancies identified
by Customer shall be presented in writing to Company in reasonable detail within
ninety (90) days of the date of the invoice in question. Company shall not be
obligated to consider any Customer notice of billing discrepancies which are
received by Company more than ninety (90) days following the date of the invoice
in question. Any amounts which are determined to be in error based on actual
documented call detail records, will be credited to the Customer account within
120 days of the invoice in question with any applicable interest at 1 1/2% and
any other rebates based on taxes or other charges that are incurred based on the
Services provided. Requests for adjustment by Customer shall not be cause for
delay in payment by Customer of any balance due.
3.6 Subscriber ▇▇▇▇▇▇▇▇. Company shall ▇▇▇▇ Customer once per
month for subscriber ("Subscriber") and end-user ("End-User") (both defined as
the customer of Customer), usage of the Services and other sums due Company
hereunder. Company billing shall represent "monthly" usage and End-Users
assigned to that billing cycle, except for new Subscribers and End-Users
assigned during a month whose usage will be for a partial month. CDRs shall be
made available on a weekly basis and three days after the last day of each
month, Company shall furnish Customer with CDRs (Call Detail Records) in a
format and method as specified in Exhibit E attached hereto supported by a
summary level only paper invoice (both the CDR and the paper invoice hereinafter
collectively referred to as the "Customer Invoice").
4. Call Detail Records. Call Detail Records ("CDRs") shall be
retained by Company for a period of one year either on tape or disc format.
Archived CDRs shall be made available for review by Customer upon fifteen 15
days notice during normal working hours. Call Detail Records shall be provided
with the information and in the format as set out in Exhibit E attached hereto.
5. Company Name. Customer retains all rights to use Company's and
Customer's name and trademarks (Telenational Communications Deutschland, TNCD,
TNC, Telenational) or any derivation thereof within Germany and on promotional
materials and literature issued in Germany through the term of the Agreement.
Up until that time, Customer also has the right to transfer the name to Company,
after which time the Company may not use such name or derivation thereof for any
purpose for a period of one year. Customer may use other brand names for the
Services its provides under this Agreement while still utilizing Company's
Services. Company agrees that it will not sell its Services in Germany under
Company's name or trademarks or any derivative thereof (Telenational
Communications, Telenational, TNC, Telenational Communications Limited,
Telenational Communications Deutschland,) for one year after termination or
expiration of this Agreement; provided however, that both parties may sell
services and products in Germany under brand names other than those set forth
above.
6. Card Subscribers and Clients. All Subscribers and end users
including database accounts, that have been or are acquired by Customer shall be
the sole property of Customer. Company, its affiliates, representatives,
affiliates, agents, and successors, will not, during the term of this Agreement
and subsequent to termination, solicit business from such subscribers and
clients. During the term that Company provides services to Customer's
customers, Company may utilize as references, the names of, but not contact
without prior written approval of Customer, Customer's customers or clients.
After termination, all Subscriber and End User Records will be the sole property
of the Customer. The responsibilities for billing as and all respective
subscriber balances are the property and responsibility of Customer as of
January 1, 1997 and all such balances will accordingly be applied to the books
and general ledger of Customer.
6.1 Subscribers and End Users that fall under the contract with
Schipol as set out in Appendix 2 attached hereto and any new customers shall be
subject to the terms and condition of Appendix 2.
7. Dedicated Access Numbers. Company shall assign all toll-free
numbers as set out in Exhibit F, to Customer and shall insure that any new
programs are placed on the toll-free numbers owned by Customer. Customer has
the right to acquire its own toll-free numbers and direct those to the Company
if it so desires in which case, Customer shall bear the total cost for said
lines. Any future assignments of toll-free numbers will be exclusive, where
possible, to Customer for Customer programs at the option of Customer.
8. Billing Software. Current software utilized will be In-Touch
software as currently provided by Company and any software which Customer may
choose subsequently. Customer will, during the term of this Agreement, pay all
costs for its billing system.
9. LIMITED WARRANTY. THIS AGREEMENT IS A CONTRACT FOR SERVICES,
WHICH WILL BE PROVIDED IN ACCORDANCE WITH THE SPECIFICATIONS DESCRIBED ON
EXHIBIT A ATTACHED HERETO. EXCEPT AS PROVIDED IN THIS AGREEMENT COMPANY MAKES
NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES
PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.
10. Provision of Service and Interruption of Service. Company
shall provide the Services to Customer in accordance with CCITT standards for
international transmission and Operator Services dealing with Grade of Service,
Quality of Service, and Transmission Quality as well as any other standards
commonly accepted by the telecommunications industry. Company shall provide
alternate termination carrier routing 24 hours a day, 7 days a week, maintenance
and bypass networks in the event a primary carrier's network Service is
interrupted. IT IS UNDERSTOOD AND AGREED BETWEEN THE PARTIES THAT COMPANY DOES
NOT GUARANTY THE UNINTERRUPTED OPERATION OF ITS SERVICES. Company shall not be
held liable in the event of disruption of Service caused by a foreign operating
entity or PTT, by the deactivation of a toll free number by the foreign entity
or PTT, or in the event of a foreign operating entity or PTT declaring the
Service illegal. Company agrees to pay its carriers as required to insure that
no Services shall be cut off due to nonpayment by Company.
11. LIMITATION OF LIABILITY. EXCEPT AS SET FORTH HEREIN,
CUSTOMER AGREES THAT COMPANY SHALL NOT BE LIABLE FOR LOST PROFITS, REVENUES, OR
ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR THE
LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM USE OF OR INABILITY
TO USE THE SERVICES PROVIDED HEREUNDER EITHER SEPARATELY OR IN COMBINATION WITH
OTHER OF CUSTOMER'S SERVICES. FURTHER, COMPANY SHALL NOT BE RESPONSIBLE FOR
PERSONAL INJURY OR PROPERTY DAMAGE TO CUSTOMER'S PROPERTY OR THE PROPERTY OF
THIRD PARTIES EXCEPT AS MAY BE CAUSED BY GROSS NEGLIGENCE OR INTENTIONAL
WRONGFUL ACTS BY COMPANY OR ITS AGENTS AND SHALL INDEMNIFY AND HOLD HARMLESS
COMPANY FROM ANY LOSS OR EXPENSE, INCLUDING ATTORNEY'S FEES RESULTING FROM SUCH
CLAIMS BY THIRD PARTIES AGAINST COMPANY.
12. INDEMNIFICATION. EACH PARTY SHALL DEFEND, INDEMNIFY AND
HOLD THE OTHER PARTY HARMLESS FROM AND AGAINST ALL CLAIMS, SUITS OR PROCEEDINGS,
AND PAY ANY SETTLEMENT AMOUNTS OR DAMAGES AWARDED BY A COURT, ARISING OUT OF
CLAIMS BY THIRD PARTIES REGARDING OR RELATING TO THE USE OF THE SERVICES OR
OTHERWISE ARISING UNDER THIS AGREEMENT, FOR WHICH THE OTHER PARTY IS
RESPONSIBLE.
13. Confidentiality.
13.1 Confidential Information. During the term of this
Agreement, each party will provide to the other party, and each party will come
into possession of, information relating to the other party's business which is
considered confidential (the "Confidential Information"). Confidential
Information shall include, without limitation, this Agreement and its terms,
information marked confidential, all of each party's trade secrets and all of
each party's confidential or proprietary data, Customer lists and information
relating to its business, operations or finances. The receiving party shall use
the same degree of care as it uses to protect its own Confidential Information
of like nature, but no less than a reasonable degree of care, to maintain the
Confidential Information of the disclosing party. The foregoing obligations
shall not apply to any information that (i) is publicly known at the time of its
disclosure (except when publicly known by virtue of a violation of this
Agreement), (ii) is lawfully received by the receiving party from a third party
not under an obligation of confidentiality to the disclosing party, (iii) is
published or otherwise made known to the public by the disclosing party, or (iv)
was generated independently by the receiving party before disclosure by the
disclosing party.
13.2 Restrictions. During the term of this Agreement and after
the termination hereof or as otherwise permitted by law, each party shall not in
any manner or form, directly or indirectly, disclose any Confidential
Information of the other party to any person or entity, or permit any person or
entity to disclose, use, examine or reproduce such Confidential Information,
except for disclosure, use, examination and reproduction during the term of this
Agreement as necessary to perform this Agreement, Each party shall promptly
notify the other party in writing of any unauthorized disclosure, use,
examination or reproduction of Confidential Information by any person or entity
of which such party has knowledge. If a court with proper jurisdiction or
another governmental agency with proper jurisdiction orders a party to disclose
the other party's Confidential Information, that party will immediately inform
the other party of the order before responding thereto.
13.3 Remedies. Each party acknowledges that its breach of this
section will cause the other party irreparable damage which could not be
remedied solely by the imposition of damages, and therefore, in the event of
such breach by one party the other party shall be entitled to seek and receive
injunctive relief, both temporary and permanent provided that such remedy shall
not be exclusive and shall not prevent such party from seeking and receiving
monetary damages in addition to injunctive relief The remedies referenced in
this section are cumulative and in addition to any other relief to which the
parties may be entitled.
14. Right of First Refusal. At such time as Customer implements
a new program, continues an existing program or contract with a provider other
than Company, Customer shall submit in writing to Company a Request for Proposal
for any such program or Service. Company shall have twenty (20) working days to
respond with rates for said program, at which time, Customer shall be free to
choose either Company or any other party to provide Services set out in
Customer's Request for Proposal, provided, however, if Company can provide the
Services at a lower rate or equal to that of other providers and provide all the
Services proposed by other providers at the same or higher level of quality,
said information war-ranted by Customer. Company shall have the first right of
refusal on said business. Company shall have such first right of refusal on
Services as set out in Exhibit A.
15. Compliance with Law. Company and Customer represent and
warrant that they will comply with all federal, state and local laws,
regulations and ordinances by which it is governed.
16. Notices. Any notices required or permitted to be given
hereunder shall be deemed served for all purposes when sent by overnight courier
or by certified mail, return receipt requested, to each party at its address
below:
If to Company:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Telenational Communications
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
If to Customer:
Wolfgang Weinschrod
President
Telenational Communications
Deutschl and ▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
49 40 3258 1171
or at such other address of which a party gives the other party notice
hereunder.
17. Force Majeure. In no event shall Company or Customer be
liable for delay in the performance or delivery of Services, or for any damages
suffered by Company or Customer when any delay or nonperformance is due to
causes beyond Company's control, including, but not limited to, acts of God,
fire, strikes, floods, epidemics, quarantine restrictions, war, insurrection or
riot, civil or military authority, compliance with priority orders or preference
rating issued by any federal, state or other governmental authority.
18. Advertising. The parties agree that any press release,
advertisement or publication generated by a party which includes the name of the
other party specifically regarding this Agreement will be submitted to the
nonpublishing party for its written approval prior to publication.
19. Entire Agreement; Modifications. This Agreement, together
with all exhibits attached hereto, constitutes the entire Agreement and
understanding between the parties hereto pertaining to the subject matter
hereof. This Agreement may not be modified or supplemented except by written
Agreement executed by the parties hereto.
20. Waiver. The failure of a party to enforce a provision of
this Agreement shall not be construed as a general or specific waiver of that
provision, nor shall it affect the validity of this Agreement or a party's right
to enforce this Agreement.
21. Severability. In the event that a court with proper
jurisdiction or another governmental agency with proper jurisdiction issues an
order finding that an immaterial provision of this Agreement is unlawful, that
particular provision will not be effective and will be severed from this
Agreement but the remaining provisions of this Agreement will continue in effect
and will bind the parties. In the event that a court with proper jurisdiction
or another governmental agency with proper jurisdiction issues an order finding
that this Agreement, as a whole, is unlawful or may not be enforced, this
Agreement will terminate and both parties will be excused from all further
performance hereunder.
22. Assignment; Binding Effect. This Agreement is not
assignable by either party hereto without the prior written consent of the other
party, which consent shall not be unreasonably withheld, except to an entity
that is acquiring all or substantially all of a party's business or to an entity
that controls, is controlled by, or is under common control with, the assigning
party and which agrees to comply with and be bound by this Agreement. This
Agreement shall be binding upon and inure to the benefit of the parties, their
successors-in-interest and permitted assigns.
23. Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Nebraska.
24. Arbitration. All disputes or claims arising out of, or in
any way relating to this Agreement shall be submitted to and determined by final
and binding arbitration under the rules of the American Arbitration Association.
Arbitration proceedings may be initiated by either party hereto upon notice to
the other party hereto upon notice to the other party and to the American
Arbitration Association, and shall be conducted by three arbitrators under the
rules of the American Arbitration Association in Omaha, Nebraska provided,
however, that the parties may agree following the giving of such notice to have
the arbitration proceedings conducted with a single arbitrator. The notice must
specify in general the issues to be resolved in any such arbitration proceeding.
The arbitrators shall be selected by Agreement of the parties to the arbitration
proceeding from a list of five or more arbitrators proposed to the parties by
the American Arbitration Association, or may be persons not on such list as
agreed to by the parties. If the parties to the arbitration proceeding fail to
agree on one or more of the persons to serve as arbitrators within fifteen days
after delivery to each party hereto of the list as proposed by the American
Arbitration Association, then at the request of any party to such proceeding,
such arbitrators shall be selected at the discretion of the American Arbitration
Association. Where the arbitrators shall determine that an arbitration
proceeding was commenced by a party frivolously or without a basis, or primarily
for the purpose of harassment or delay, the arbitrators may assess such party
the cost of such proceedings including reasonable attorneys' fees of the other
party. In all other cases, each party to the arbitration proceeding shall bear
its own costs and its pro-rata share of the fees and expenses charged by the
arbitrators and the American Arbitration Association in connection with any
arbitration proceeding.
25. Captions. The captions appearing in this Agreement are
included solely for convenience of reference and shall not be construed or
interpreted to affect the meaning or interpretation of this Agreement.
26. Counterparts. This Agreement may be executed in two
counterparts, each of which shall be deemed an original.
27. Definitions.
CDR: Call Detail Records as defined in Exhibit E.
CALL TYPE: Type of call by code including: operator services
time, Customer service time, Completed call time,
Unbillable call time.
OPERATOR SERVICES TIME: The amount of time an operator is on the line to
assist Customer.
SUBSCRIBER/END USER: A "customer of Customer" that utilizes Services
contracted for by Customer with Company.
DEDICATED ACCESS NUMBERS: Toll-free numbers for access to the Company's
platform or Services that are assigned to
Customer.
BILLING SOFTWARE: In-Touch software used by Customer for billing
subscribers or other software as selected by
Customer.
USAGE FEES: Costs per second and/or minute as set out in
Exhibit A and Exhibit B and additional costs as
set out therein.
OUTBOUND LONG DISTANCE: Calls that have accessed the system with a valid
users code or id and have been terminated at a
determined location.
HANDOVER: Transfer of Services provided to Customer.
IN WITNESS WHEREOF, the parties hereto have executed two (2) original
copies of this Agreement on the date first above written.
TELENATIONAL COMMUNICATIONS LIMITED
PARTNERSHIP, a Nebraska limited partnership
By:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
TELENATIONAL COMMUNICATIONS DEUTSCHLAND
LIMITED PARTNERSHIP, a Nebraska limited
partnership
By: Telenational Communications Deutschland
Corporation
By:
Wolfgang Weinschrod, President
EXHIBIT A
Description of Services
Company shall provide the following prepaid and postpaid calling card Services:
USA Domestic Outbound
USA Domestic Inbound
international Outbound
International Inbound
USA Inbound
USA Outbound
Multilingual Operator Services English, German, French, Spanish, regardless
of card platform or Service provider at the option of Customer
Multilingual VRU in the same languages as specified for operators at the
option of Customer
Voice mail, follow-me, fax services
Customer may determine call processing method utilized for dedicated numbers and
new programs. Shared numbers will be reevaluated based on usage at the request
of Customer
EXHIBIT B
Usage Fees
Usage fees will be charged based on all CDRs and documented Customer utilization
of services and billed based on seconds of usage. Required documentation for
billing is set out in the attached Exhibit E and Appendix 1 as agreed by both
parties.
AUTOMATED CALL PROCESSING
Monthly Completed Call Volume Rate Per Completed Call
[**] [*]
[**] [*]
[**] [*]
[**] [*]
[**] [*]
OPERATOR ASSISTANCE CALL PROCESSING:
Monthly Call Volume (Attempts) Rate Per Work Second
[**] [*]
[**] [*]
[**] [*]
[**] [*]
[**] [*]
Usage Fees
[*]
Per minute usage fees are as listed below and billed based on [*].
When usage occurs in countries not listed herein, rates will be established
based on the terms and conditions of this Agreement.
INBOUND COSTS USING GREENLINE
WHERE POSSIBLE AND AFTER
PORTING TO BE COMPLETED
COUNTRY COST
ARGENTINE RE [*]
ARUBA [*]
AUSTRALIA [*]
AUSTRIA [*]
BAHAMAS [*]
BANGLADESH [*]
BELGIUM [*]
BERMUDA [*]
BOLIVIA [*]
BRAZIL [*]
CANADA [*]
CHILE [*]
CHINA [*]
COLOMBIA [*]
COSTA RICA [*]
CROTIA, REP [*]
CUBA [*]
CYPRUS [*]
DENMARK [*]
DOMINICAN RE [*]
EGYPT [*]
EL SALVADOR [*]
ETHIOPIA, D [*]
FINLAND [*]
FRANCE [*]
GAMBIA [*]
GERMANY [*]
GREECE [*]
GUADELOUPE [*]
GUAM [*]
HAITI [*]
HONG KONG [*]
HUNGARY [*]
INDIA [*]
INDONESIA [*]
IRELAND [*]
ISRAEL [*]
ITALY [*]
JAPAN [*]
JORDAN, AMM [*]
KENYA, LANG [*]
KOREA REPUBL [*]
LUXEMBOURG [*]
MALAWI [*]
MALAYSIA [*]
MALTA [*]
MAURITIUS [*]
MEXICO [*]
MOROCCO [*]
MOZAMBIQUE [*]
MYANMAR [*]
NETHERLANDS [*]
NEW ZEALAND [*]
NICARAGUA [*]
NIGERIA [*]
NORWAY [*]
OMAN [*]
PAKISTAN [*]
PAPUA NEW GU [*]
PARAGUAY [*]
PERU [*]
PHILIPPINES [*]
POLAND [*]
PORTUGAL [*]
RUSSIA [*]
SAIPAN [*]
SAUDI ARABIA [*]
SEYCHELLES [*]
SINGAPORE [*]
SLOVENIA, RE [*]
SOUTH AFRICA [*]
SPAIN [*]
SRI LANKA [*]
SURINAM [*]
SWEDEN [*]
SWITZERLAND [*]
SYRIA [*]
TAIWAN [*]
THAILAND [*]
TRINIDAD/TOB [*]
TUNISIA [*]
TURKEY [*]
U.S.A. [*]
UNITED ARAB [*]
UNITED KINGD [*]
URUGUAY [*]
VENEZUELA [*]
VIETNAM [*]
YUGOSLAVIA [*]
ZAMBIA [*]
ZIMBABWE [*]
OUTBOUND COSTS
COUNTRY CPM
800 SERVICE [*]
ALASKA [*]
ALBANIA [*]
ALGERIA [*]
ANDORRA [*]
ANGOLA [*]
ARGENTINA [*]
ARUBA [*]
AUSTRALIA [*]
AUSTRIA [*]
AZERBAJAN [*]
BAHRAIN [*]
BANGLADESH [*]
BELARUS [*]
BELGIUM [*]
BELIZE [*]
BENIN [*]
BOLIVIA [*]
BOSNIA HERZE [*]
BOTSWANA [*]
BRAZIL [*]
BRUNEI [*]
BULGARIA [*]
BURKINA FASO [*]
BURUNDI [*]
CIS [*]
CAMBODIA [*]
CAMEROON [*]
CANADA [*]
CAPE VERDE [*]
CARRIBEAN [*]
CHAD REPUBLC [*]
CHILE [*]
CHINA [*]
COLOMBIA [*]
CONGO [*]
COSTA RICA [*]
CROATIA [*]
CUBA [*]
CYPRUS [*]
CZECHOSLOVAKIA [*]
DENMARK [*]
DJIBOUTI [*]
ECUADOR [*]
EGYPT [*]
EL SALVADOR [*]
ERITREA [*]
ESTONIA [*]
ETHIOPIA [*]
FALKLAND ISL [*]
FIJI ISLANDS [*]
FINLAND [*]
FRANCE [*]
FRENCH ▇▇▇▇▇ [*]
FRENCH GUIAN [*]
FRENCH POLYN [*]
GABON REPBLC [*]
GAMBIA [*]
GERMANY [*]
GHANA [*]
GIBRALTAR [*]
GREECE [*]
GUADELOUPE [*]
GUAM [*]
GUATEMALA [*]
GUINEA [*]
▇▇▇▇▇▇-▇▇▇▇▇ [*]
GUYANA [*]
HAITI [*]
HONDURAS [*]
HONG KONG [*]
HUNGARY [*]
ICELAND [*]
INDIA [*]
INDONESIA [*]
IRAN [*]
IRELAND [*]
ISRAEL [*]
ITALY [*]
IVORY COAST [*]
JAPAN [*]
JORDAN [*]
KENYA [*]
KOREA [*]
KUWAIT [*]
LAOS [*]
LATVIA [*]
LEBANON [*]
LIBERIA [*]
LIBYA [*]
LITHUANIA [*]
LUXEMBOURG [*]
MACAO [*]
MACEDONIA [*]
MADAGASCAR [*]
MALAWI [*]
MALAYSIA [*]
MALDIVES [*]
MALI [*]
MALTA [*]
MARISAT [*]
MAURITANIA [*]
MAURITIUS [*]
MEXICO [*]
MONACO [*]
MONGOLIAN RE [*]
MOROCCO [*]
MOZAMBIQUE [*]
MYANMAR [*]
NAMIBIA [*]
NEPAL [*]
NETHERLANDS [*]
NETHR ▇▇▇▇▇ [*]
NEW CALEDONI [*]
NEW ZEALAND [*]
NICARAGUA [*]
NIGER [*]
NIGERIA [*]
NIUE [*]
NORWAY [*]
OMAN [*]
PAKISTAN [*]
PANAMA [*]
PAPUA N ▇▇▇▇ [*]
PARAGUAY [*]
PERU [*]
PHILIPPINES [*]
POLAND [*]
PORTUGAL [*]
QATAR [*]
REUNION ISL [*]
ROMANIA [*]
RWANDA [*]
SAIPAN [*]
SAO. TOME [*]
SAUDI ARABIA [*]
SENEGAL [*]
SEYCHELLES [*]
SIERRA LEONE [*]
SINGAPORE [*]
SLOVENIA [*]
SOLOMON ISL [*]
SOMALI [*]
SOUTH AFRICA [*]
SPAIN [*]
SRI LANKA [*]
SUDAN [*]
SURINAME [*]
SWEDEN [*]
SWITZERLAND [*]
SYRIA [*]
TAIWAN [*]
TANZANIA [*]
THAILAND [*]
TOGO [*]
TUNISIA [*]
TURKEY [*]
UGANDA [*]
UKRAINE [*]
UN ARAB EMIR [*]
UN KINGDOM [*]
URUGUAY [*]
USA OUTBOUND [*]
VANUATU REP [*]
VENEZUELA [*]
VIETNAM [*]
YEMEN REP [*]
YUGOSLAV FED [*]
ZAIRE [*]
ZAMBIA [*]
ZIMBABWE [*]
EXHIBIT C
FRAUD PREVENTION AND DETECTION PROCEDURES
[*****]