EXHIBIT 10.5
CompuServe Network Services
Strategic Alliance Agreement
This is a Strategic Alliance Agreement (the "Agreement") entered into at
Columbus, Ohio, dated April 18, 1997, between CompuServe Incorporated, an Ohio
corporation having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇ ("CompuServe") and ▇▇▇▇▇▇ Infoway (Private)
Limited an Indian corporation having its principal place of business at PLA
Complex, 35 Velachery Road, Little Mount, Chennai - 600 015, India ("▇▇▇▇▇▇").
1. Definitions
"Agreement" means this network services Strategic Alliance Agreement
(including all attachments) as originally executed and as it may be amended
as provided herein from time to time.
"CompuServe" means CompuServe Incorporated, or its wholly-owned
subsidiaries.
"▇▇▇▇▇▇" means ▇▇▇▇▇▇ Infoway (Private) Limited, or its subsidiaries and
affiliates.
"Customer" means an individual or company that is billed for services by
contracted provider of those services.
"Documentation" means written materials provided by CompuServe to ▇▇▇▇▇▇
for use in connection with CompuServe Network Services.
"Effective Date" means the date on which a counterpart of this Agreement
has been executed by each party to this Agreement and delivered to
CompuServe.
"Launch Date" means the first day that the Dial Access service becomes
available in the Territory.
"Know-how" means all trade secrets, patented or unpatented technical
knowledge, and inventions, copyrights and derivatives thereof, proprietary
rights, confidential processing procedures and methods, software,
documentation and marketing expertise and any other specialized knowledge,
skill and expertise relating to CompuServe Network Services either
presently owned or licensed by CompuServe or later developed, licensed or
owned by CompuServe.
"Territory" means the Republic of India ("India").
"Dial Access" means asynchronous dial connection as defined by the CCITT
X.28 standard.
"Value-added enhanced data network" means hardware including, but not
limited to, servers, routers, packet assemblers-disassemblers, switches,
hubs, modems, software, cabling and leased line connections required to
create a network than can accept and
-----------------------
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as *****. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.
deliver data via protocols including, but not limited to, TCP/IP, X.25,
X.28, X.3, Frame Relay, ATM, and related protocols.
2. Scope
2.1 The Services
2.1.1 ▇▇▇▇▇▇ is constructing and will operate, manage and maintain a
value-added enhanced data network in India.
2.1.2 CompuServe operates, manages and maintains a global value-added
enhanced data network.
2.1.3 Each party will provide Dial Access services (the "Services")
that will be sent to the other party via the international network
interconnection specified in Section 3.
2.1.4 The Services will be provided for customers of CompuServe's
Network Services Division ("CNS") and also for Satyam's customers.
2.1.5 The Services will be in addition to services contemplated
between ▇▇▇▇▇▇ and CompuServe's Information Services Division (CSI)
which will be governed by a separate agreement between the parties.
3. Interconnection of the CompuServe and ▇▇▇▇▇▇ Networks
3.1 International Network Interconnection
3.1.1 The CompuServe and ▇▇▇▇▇▇ networks shall be interconnected as
defined in Attachment A.
3.2 Settlements on Communications
3.2.1 The billing, collection, and payment for services between the
parties and the settlement of accounts shall be conducted in
accordance with the provisions of Attachment B.
4. End-User Support and Fault Escalation Procedures.
4.1 Primary End-user Support
4.1.1 ▇▇▇▇▇▇ will provide the primary end-user support for ▇▇▇▇▇▇
customers.
4.1.2 CompuServe will provide the primary end-user support for
CompuServe customers.
4.2 Fault Escalation Procedures
2
4.2.1 CompuServe and ▇▇▇▇▇▇ agree to use the fault escalation
procedures as defined in Attachment C.
4.3 Information Regarding the Local PTT
4.3.1 ▇▇▇▇▇▇ will provide CompuServe with the following information
regarding the local PTT.
4.3.1.1 Service Levels
4.3.1.2 Escalation Procedures
4.3.1.3 Installation Lead-times
4.4 Support Services
4.4.1 CompuServe shall provide and make available to ▇▇▇▇▇▇ and for
the customers of ▇▇▇▇▇▇ in the Territory the benefits of all
development, improvements and changes in the products and the Services
covered by the Agreement.
4.4.2 CompuServe agrees to provide mutually agreed upon training to
Satyam personnel both in the CompuServe facilities in Columbus, Ohio
or other places as well as in the Territory on terms and conditions to
be mutually agreed to between CompuServe and ▇▇▇▇▇▇.
4.4.3 CompuServe will provide mutually agreed upon assistance to
▇▇▇▇▇▇ in the installation and commissioning of the facilities at
different places in the Territory to provide the Services under this
Agreement.
5. Non-competition, Non-solicitation, Non-disclosure and Exclusivity
5.1 Exclusivity
5.1.1 ▇▇▇▇▇▇ shall be CompuServe's sole business affiliate providing
value-added enhanced data network services in the Territory during the
term of this agreement.
5.1.2 CompuServe shall be Satyam's sole business affiliate providing
value-added enhanced data network services outside of the Territory
during the term of this agreement.
5.2 Solicitation of Employees
5.2.1 During the term of this Agreement neither party will (without
the consent of the other party) knowingly, directly or indirectly, on
behalf of any entity, solicit or participate in the solicitation of
any employee of any other party to this Agreement to terminate his or
her employment with such other party.
3
5.3 Confidential Information
5.3.1 Any writing, drawing, sketch, model, sample, data, computer
program, software, recording, or documentation of any kind
("Information") that is furnished, made available or otherwise
disclosed by one party ("Disclosing Party") to the other party
("Receiving Party") pursuant to this Agreement shall be deemed the
confidential properly of the Disclosing Party.
5.3.2 Unless such Information was previously known to the Receiving
Party free of any obligation, or has been subsequently made public by
any act not attributable to the Receiving Party, or it has been agreed
to by the Disclosing Party in writing not to be regarded as
confidential, Information shall be deemed to be the proprietary
information of the Disclosing Party and will be held in confidence by
the Receiving Party during the term of this Agreement and for an
additional five (5) years thereafter, and will be disclosed by the
Receiving Party only to employees who have a need for such Information
to carry out this Agreement. The Receiving Party shall use at least
the same degree of care as it uses with regard to its own proprietary
information, but in no case shall the parties be required to exercise
greater than reasonable care to prevent disclosure or unauthorized
use. Except as the parties may otherwise agree in writing, such
Information (a) will be used only for the purpose of performing under
this Agreement; (b) will not be reproduced or copied, in whole or in
part, except as necessary for use as authorized herein; and (c) will,
together with any copies thereof, be returned or destroyed when no
longer needed or upon termination of this Agreement, whichever occurs
first.
5.4 Irreparable Injury
5.4.1 The breach by either party of any provisions of this Section
may cause irreparable injury to the party against which the breach was
committed, for which monetary damages may be an inadequate remedy. In
the event of a breach or a threat of a breach of any such provision,
the injured party, in addition to all other remedies that it may have
at law or in equity, will be entitled to seek a restraining order,
preliminary injunction, and other appropriate relief to enforce such
provisions.
6. ▇▇▇▇▇▇ Warranties
6.1 No Violation
6.1.1 ▇▇▇▇▇▇ warrants that it has the legal and corporate right,
capacity, and authority to enter into and perform its obligations
under this Agreement, and that its entry into this Agreement does not
violate any other agreement to which it is a party.
6.2 Compliance with Law
6.2.1 ▇▇▇▇▇▇ warrants that its conduct pursuant to this Agreement
will conform to all, and will not constitute a violation of any,
applicable and valid laws and governmental rules and regulations in
the Territory.
4
6.3 Disclaimer of Implied Warranties
6.3.1 There are no implied warranties of merchantability or fitness
for a particular purpose relating to Satyam's performance of this
Agreement. In no event shall ▇▇▇▇▇▇ be liable for any indirect,
special or consequential damages or lost profits arising from or
related to this Agreement or the performance, breach or termination
hereof, regardless of whether the claim is in contract, tort or other
legal theory. Notwithstanding any other provision of this Agreement,
Satyam's aggregate liability for actual damages, losses or associated
costs or expenses of CompuServe under, arising out of, or in relation
to this Agreement, shall not exceed the amount of Charges paid to
CompuServe for the sale of CompuServe Network Services by the ▇▇▇▇▇▇
over the preceding 12 months; provided, however, that such limitation
shall not operate to reduce Satyam's obligations for any CompuServe
Network Services charges payable under this Agreement.
7. CompuServe Warranties
7.1 No Violation
7.1.1 CompuServe warrants that it has the legal and corporate right,
capacity, and authority to enter into and perform its obligations
under this Agreement and that its entry into this Agreement does not
violate any other agreement to which it is a party.
7.2 Compliance with Law
7.2.1 CompuServe warrants that its conduct in performing this
Agreement will conform to all, and will not constitute a violation of
any, applicable and valid laws and government rules and regulations.
7.3 Disclaimer of Implied Warranties
7.3.1 There are no implied warranties of merchantability or fitness
for a particular purpose relating to any matters in this Agreement,
including without limitation of computer resources provided by
CompuServe. Except as otherwise provided in this Agreement, such
network resources are provided by CompuServe on an "as is, as
available" basis. In no event shall CompuServe be liable for any
indirect, special or consequential damages or lost profits arising
from or related to this Agreement or the performance, breach or
termination thereof, regardless of whether the claim is in contract,
tort or other legal theory. In no event shall CompuServe's liability
exceed the Hourly Network Usage charges for the prior 12 months paid
by ▇▇▇▇▇▇ under this Agreement.
5
8. Indemnification
8.1 Breach of Contract
8.1.1 If either party breaches any of its obligations or warranties
under this Agreement, or if any matter is not as warranted by either
party, the breaching or warranting party will indemnify, save and hold
harmless the non-breaching party and its officers, directors, agents
and employees from any and all claims, demands, liabilities, costs or
expenses, including attorney's fees, resulting from such breach,
except to the extent such claims, demands, liabilities, costs or
expenses result from the negligence or fault of the other party.
8.2 ▇▇▇▇▇▇ Indemnification Obligation
8.2.1 ▇▇▇▇▇▇ shall indemnify and hold harmless CompuServe against any
claim, suit, action or proceeding brought against CompuServe resulting
from or based on the negligent or wrongful actions of ▇▇▇▇▇▇ including
any claim of libel, defamation, invasion of privacy or infringement of
any patent, copyright, trade secret, trademark or other proprietary
right, or any actions arising out of the territory, except to the
extent the claim, suit, or proceeding arises solely or proximately
from CompuServe's negligence or fault.
8.3 CompuServe Indemnification Obligation
8.3.1 CompuServe shall indemnify and hold harmless ▇▇▇▇▇▇ against any
claim, suit, action or proceeding brought against ▇▇▇▇▇▇ resulting
from or based on the negligent or wrongful actions of CompuServe
including any claim of libel, defamation, invasion of privacy or
infringement of any patent, copyright, trade secret, trademark or
other proprietary right except to the extent the claim, suit, or
proceeding arises solely or proximately from Satyam's negligence or
fault.
9. Term
9.1 Effective Date
9.1.1 Except as otherwise provided in this Agreement, the term of
this Agreement shall begin on the Effective Date and end on the third
anniversary of the Effective Date of this Agreement.
9.2 Renewal
9.2.1 This Agreement will renew without renewal fee for second, and
subsequent terms of one (1) year, provided that at the end of the each
term:
9.2.1.1 Neither party is in default of any provision of this
Agreement, any amendment hereof or successor hereto,
or any other agreement between ▇▇▇▇▇▇ and CompuServe
or its subsidiaries or affiliates and both parties
have substantially complied with all the terms and
conditions of all such agreements
6
during the terms thereof;
9.2.1.2 Both parties have satisfied all monetary obligations
owed to the other party and its subsidiaries and
affiliates, and has met these obligations in a timely
manner throughout the term of this Agreement;
9.2.1.3 Either party may, by providing written notice no later
than six (6) months prior to the end of the initial or
any succeeding term, exercise its right not to renew
this Agreement. In such event, all the provisions of
Section 10 and Section 4 shall apply in full.
9.2.1.4 Upon termination of this Agreement, both parties shall
have the right to continue provision of network
services to their customers within the Territory.
10. Transfer of Interest
10.1 CompuServe Right to Transfer or Assign
10.1.1 CompuServe shall have the right to transfer or assign all or
any part of its rights to payments and benefits under this Agreement
to any person or legal entity, but shall have the right to transfer or
to assign its obligations herein to an entity not controlled or owned
by CompuServe only with the written consent of ▇▇▇▇▇▇, which consent
shall not be unreasonably withheld.
10.2 ▇▇▇▇▇▇ Right to Transfer or Assign
10.2.1 ▇▇▇▇▇▇ shall have the right to transfer or assign all or any
part of its rights to payments and benefits under this Agreement to
any person or legal entity, but shall have the right to transfer or to
assign its obligations herein to an entity not controlled or owned by
▇▇▇▇▇▇ only with the written consent of CompuServe, which consent
shall not be unreasonably withheld.
10.3 Action upon Transfer or Assignment
10.3.1 The party to whom the rights are transferred or assigned shall
sign an undertaking to and shall be bound by the terms of this
agreement and the obligations assumed by the transferor or assignor.
7
11. Default and Termination
11.1 Material Breach
11.1.1 If a party materially breaches this Agreement and fails to
remedy that breach within thirty (30) days after receiving written
notice thereof from the non-breaching party, that non-breaching party
may immediately terminate this agreement.
11.2 Termination
11.2.1 Termination shall not release either party from its
obligations under this Agreement regarding confidentiality and to pay
statements which have already become due.
12. Permits
12.1 Import Licenses, Permits and Approvals
12.1.1 All import licenses, permits and approvals of any government
or any agency or body thereof in or of the Territory required for the
performance of this Agreement shall be obtained in a timely manner by
▇▇▇▇▇▇ at its expense.
13. Independent Contractor
13.1 Agreement Does Not Create a Fiduciary Relationship
13.1.1 It is understood and agreed by the parties hereto that this
Agreement does not create a fiduciary relationship between them, that
each party shall be an independent contractor with respect to the
other, and that nothing in this Agreement is intended to constitute
either party an agent, legal representative, subsidiary, joint
venture, partner, employee, or servant of the other for any purpose
whatsoever.
14. Applicable Law
14.1 Terms
14.1.1 This Agreement shall be governed by and construed in
accordance with the laws of the state of Ohio and the United
States. The actions and obligations of both parties are
governed by the laws of the applicable local jurisdiction.
Both parties understand that they are bound by the local
regulations, rules, administrative procedures and laws
governing creation, maintenance and use of the value-added
network. ▇▇▇▇▇▇ agrees to the terms
8
in the first sentence of this paragraph 14.1 unless within 30 days of
the execution date Satyam's legal counsel discovers anomalous contract
construction rules in Ohio law.
14.2 Arbitration
14.2.1 The parties agree that any claim or action brought by either
party against the other shall be submitted to arbitration to be held
in the London Court of Arbitration and shall be conducted in English
language pursuant to the rules addressing non-administered arbitration
of business disputes of the International Chamber of Commerce. The
arbitration shall be decided by a panel of three. Each party shall
select an independent arbitrator, which arbitrators shall agree upon a
third independent arbitrator. In the event these arbitrators cannot
agree upon the selection of a third arbitrator, such arbitrator will
be selected in accordance with applicable ICC rules and procedures.
The rendering of the arbitration award shall be London, UK. The
parties waive the right to appeal to the arbitrator's award. In the
event of any inconsistency between this Agreement and any translation,
this Agreement shall control.
14.3 Right to Remedy
14.3.1 No right to remedy conferred upon or reserved to CompuServe or
▇▇▇▇▇▇ by this Agreement is intended to be, nor shall be deemed,
exclusive of any other right or remedy provided or permitted herein or
by law, but each shall be cumulative of every other right or remedy.
14.4 Injunctive Relief
14.4.1 Nothing herein contained shall bar either parties right to
obtain injunctive relief, including restraining orders and/or
preliminary injunctions against threatened conduct that will cause it
loss or damage.
15. Governmental Approvals
15.1 Necessary Government Approval
15.1.1 This Agreement is executed subject to all necessary government
approvals. ▇▇▇▇▇▇ agrees to use due diligence and its best efforts to
obtain all required approvals promptly.
15.2 Compliance to Modifications
15.2.1 If, at any time during the term of this Agreement, any
government or agency thereof should require, directly or indirectly,
alteration or modification of any term of condition of this Agreement,
or of the performance of the parties hereunder or thereunder, the
parties agree to use their best efforts to comply with such request.
Should, however, either of the parties determine that the request is
material and adverse to it, or should the parties fail to reach an
agreement concerning the implementation of such request within one
hundred twenty (120) days after it is received, then the matter will
be referred to
9
arbitration.
16. Miscellaneous
16.1 Proprietary Rights
16.1.1 Whether or not developed by CompuServe, all CompuServe
trademarks, service marks, programs, documents, data, inventions,
discoveries, enhancements and improvements relating to the CompuServe
Network Services or other CompuServe products and services are, and
shall remain, the sole and exclusive property of CompuServe.
16.1.2 Whether or not developed by ▇▇▇▇▇▇, all ▇▇▇▇▇▇ trademarks,
service marks, programs, documents, data, inventions, discoveries,
enhancements, and improvements relating to ▇▇▇▇▇▇ products and
services are, and shall remain, the sole and exclusive property of
▇▇▇▇▇▇.
16.2 Entire Agreement
16.2.1 This Agreement and the Schedules hereto constitute the full
and entire understanding and agreement among the parties for the
specified Territory and no party shall be liable or bound to the other
in any manner by any representations, warranties, covenants and
agreements except as specifically set forth herein and therein. Each
party has been represented by competent legal counsel in the
negotiation of the terms of this Agreement which shall not be
construed against either party as the drafter of the Agreement.
Nothing in this Agreement, express or implied, is intended to confer
upon any party, other than the parties hereto, and their respective
successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.
16.3 Amendment
16.3.1 Any modification or amendment of this Agreement, the
appendices to this Agreement, or the other documents delivered
pursuant hereto is effective only if it is in writing and executed by
an officer of each of the parties.
16.4 Notices
16.4.1 To be effective, a notice or other communications required or
permitted under this Agreement must be given in writing or by Telex,
telecopy, or similar electronic means. Unless otherwise specified in
this Agreement, a notice is considered effectively given when it is
received by the intended recipient. Notices may be mailed or sent by
Federal Express or a similar service addressed to the intended
recipient at the address, and to the attention of the person indicated
in Attachment D of this Agreement, if Notice is being sent to
CompuServe or Attachment E of this agreement, if Notice is being sent
to ▇▇▇▇▇▇, with return receipt requested and with postage or delivery
charges paid by the sender. The effective date of a notice sent by
such means shall be the date of delivery or refusal of delivery
indicated on the return receipt.
10
16.5 Titles and Subtitles
16.5.1 The titles of the sections and subsections of this Agreement
are for convenience of reference only and are not to be considered in
construing this Agreement.
16.6 Counterparts
16.6.1 This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together, when at
least one counterpart has been executed by each party, shall
constitute one instrument.
16.7 Currency
16.7.1 All payments between the parties required under this Agreement
shall be in United States dollars.
16.8 Force Majeure
16.8.1 If the performance of any obligation hereunder is prevented or
delayed, in whole or in part, by reason of an act of God, or the
consequence thereof, affecting the part hereto or the license granted
hereunder, such act of God to include but not be limited to fire,
flood, typhoon, earthquake, or by reason of riots, wars, hostilities,
governmental restrictions, trade embargoes, strikes, lockouts or labor
disputes, then the affected party shall be given an additional time to
perform equal to the delay caused directly by the act of God
referenced in this paragraph.
11
16.9 Severability
16.9.1 In the event one or more of the provisions contained hereunder
are invalid, illegal or unenforceable in any way under the law
applicable to this Agreement and particularly to the distributorship
and marketing rights contained herein, the validity, legality and
enforceability of the remaining provisions shall not be affected or
diminished in any way, to the extent permitted by applicable law.
In witness whereof the parties have caused this Agreement to be executed by
their respective officers.
▇▇▇▇▇▇ Infoway (Private) Limited CompuServe Incorporated
Signature: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇
---------------------------------- -------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇
---------------------------------- -------------------------------
Title: Vice President Internet & Services Corporate Counsel
---------------------------------- -------------------------------
Date: April 18, 1997 4/18/97
---------------------------------- -------------------------------
12
ATTACHMENT A.
International Network Interconnection.
ATTACHMENT B
Settlements on Communications.
ATTACHMENT C
Fault Escalation Procedures
ATTACHMENT D
Address to which correspondence and invoices to CompuServe should be mailed.
ATTACHMENT E
Address to which invoices and correspondence to ▇▇▇▇▇▇ should be mailed.
ATTACHMENT F
CompuServe bank account information to which ▇▇▇▇▇▇ should remit payment of the
CompuServe Network Services invoice.
ATTACHMENT G
▇▇▇▇▇▇ bank account information to which CompuServe should remit payment of the
▇▇▇▇▇▇ Services invoice.
13
CompuServe Network Services
Strategic Alliance Agreement
Attachment A
International Network Interconnection
This is Attachment A to the STrategic Alliance Agreement (the "Agreement")
entered into at Columbus, Ohio, dated April 18, 1997, 1997 between CompuServe
incorporated, and Ohio corporation having its principal place of business at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇ ("CompuServe") and ▇▇▇▇▇▇
Infoway (Private) Limited an Indian corporation having its principal places of
business at PLA Complex, 35 Velachery Road, Little Mount, Chennai - 600 015,
India ("▇▇▇▇▇▇").
1. Interconnection
1.1 Leased Line Connections(s)
1.1.1. CompuServe and ▇▇▇▇▇▇ shall maintain leased line connections(s)
between then as mutually agreed upon in Section 1.2.
* * * * *
1.2 Leased Line Size and Termination Points
* * * * *
2. Liaison
14
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
2.1. Engineering Liaison
2.1.1. The parties will promptly establish engineering liaisons, who will
cooperate regarding the technical matters necessary for effective
operations under this Agreement in practice. The parties will each provide
the other with name(s), address(es), and telephone number(s) of a person
who will be their engineering liaison and will update this information as
required to keep current.
2.1.2. A party wishing to move the interconnection facilities, or change
or update the interconnection specifications which may materially affect
the ability to provide the Services, must provide written notice to the
engineering liaison of the other party at least sixty (60) days prior to
the date upon which the change will be implemented.
2.2. Management Liaison
2.2.1. The parties will promptly establish management liaisons, who will
cooperate regarding the business, financial, and management matters
necessary for effective operations under this Agreement in practice. The
parties will each provide the other with name(s), address(es), and
telephone number(s) of a person who will be their management liaison and
will update this information as required to keep current.
2.2.2. A party wishing to move the interconnection facilities, or change
or update the interconnection specifications which may materially affect
the ability to provide the Services, or alter any business or financial
model or management structure relating to the Services, must provide
written notice to the management liaison of the other party at least sixty
(60) days prior to the date upon which the change will be implemented.
15
CompuServe Network Services
Strategic Alliance Agreement
Attachment B
Settlements on Communications
This Attachment B to the Strategic Alliance Agreement (the "Agreement") entered
into at Columbus, Ohio, dated April 18, 1997, 1997 between CompuServe
Incorporated, an Ohio corporation having its principal place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇ ("CompuServe") and ▇▇▇▇▇▇
Infoway (Private) Limited and Indian corporation having its principal place of
business at PLA Complex, 35 Velacher Road, Little Mount, Chennai - 600 015,
India ("▇▇▇▇▇▇").
1. Billing
1.1. Billing Responsibility
* * * * *
2. Reverse Charging
2.1. Subaddress
2.1.1. ▇▇▇▇▇▇ will provide a subaddress to point CompuServe Network
Services traffic to CompuServe's Host Name prompt.
2.1.2. CompuServe will provide a subaddress to point ▇▇▇▇▇▇ traffic
to ▇▇▇▇▇▇ Host Name prompt.
2.2. Revers Charge Traffic
2.2.1. Each party will accept reverse charge traffic that originates
on its network that is destined for hosts on the other parties network and
deliver it to that network.
2.2.2. Each party will accept such traffic and compensate the other
party in accordance with the specifications in Section 3.
3. Billing and Collections for Reverse Charge Traffic
3.1. CompuServe Customers
* * * * *
16
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
*****
3.2. ▇▇▇▇▇▇ Customers
*****
3.3. Reporting
3.3.1. By the thirtieth (30/th/) day of each month, each party shall
provide to the other a monthly traffic report showing the previous months
traffic in summary form. As a minimum the monthly summary report shall
include:
3.3.1.1. Month and Year
3.3.1.2. Originating DNIC and Destination DNIC
3.3.1.3. Number of chargeable calls
3.3.1.4. Number of chargeable hours, rate of the duration charge and
amount
3.4. Settlement of Accounts
3.4.1. Based on the reports specified in paragraph 3.3., a
settlement of accounts shall be made monthly in US Dollars.
3.4.2. The payment payable to one party shall be made to the bank
account designated in Attachment F, if payment is to be made to
CompuServe, and Attachment G, if payment is to be made to ▇▇▇▇▇▇.
3.4.3. The Statement of accounts shall be addressed to the address
designated in Attachment D, if being sent to CompuServe, and
Attachment E, if being sent to ▇▇▇▇▇▇.
3.4.4. The parties will mutually resolve claims for adjustments to
the monthly traffic report provided for in Section 3.3 if such
claims are made within six (6) months of issuance of the report in
question. Unless a claim is brought within six (6) months, the
respective reports become final and no longer subject to adjustment.
A claim for adjustment must be made in writing and should be sent to
the address designated in Attachment D, if being sent to CompuServe,
and Attachment E, if being sent to ▇▇▇▇▇▇.
17
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
CompuServe Network Services
Strategic Alliance Agreement
Attachment C
Fault Escalation Procedures
This is Attachment C to the Strategic Alliance Agreement (the "Agreement")
entered into at Columbus, Ohio, dated April 18, 1997,1997 between CompuServe
Incorporated, an Ohio corporation having its principal place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇ ("CompuServe") and ▇▇▇▇▇▇
Infoway (Private) Limited an Indian corporation having its principal place of
business at PLA Complex, 35 Velachery Road, Little Mount, Chennai - 600 015,
India ("▇▇▇▇▇▇")
CompuServe and ▇▇▇▇▇▇ agree to mutually develop and implement a fault escalation
procedure and to have all necessary mechanisms and systems in place to implement
and support this procedure on or before the Launch Date. This fault escalation
procedure shall include but shall not be limited to the following:
. Single point of contact
. Trouble ticket system
. Fault classification
. Fault escalation
. Metrics
CompuServe and ▇▇▇▇▇▇ further agree to share training materials developed for
the purpose of providing customer support.
18
CompuServe Network Services
Strategic Alliance Agreement
Attachment D
CompuServe Address
This is Attachment D to the Strategic Alliance Agreement (the "Agreement")
entered into at Columbus, Ohio, dated April 18, 1997,1997 between CompuServe
Incorporated, an Ohio corporation having its principal place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇ ("CompuServe") and ▇▇▇▇▇▇
Infoway (Private) Limited an Indian corporation having its principal place of
business at PLA Complex, 35 Velachery Road, Little Mount, Chennai - 600 015,
India ("▇▇▇▇▇▇").
1. CompuServe Address
1.1. Address To Which Correspondence to CompuServe Should Be Sent
1.1.1. CompuServe Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇
Attn.: Controller
19
CompuServe Network Services
Strategic Alliance, Agreement
Attachment E
▇▇▇▇▇▇ Address
This is Attachment E to the Strategic Alliance Agreement (the "Agreement")
entered into at Columbus, Ohio, dated April 18, 1997, 1997 between CompuServe
Incorporated, an Ohio corporation having its principal place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇ ("CompuServe") and ▇▇▇▇▇▇
Infoway (Private) Limited an Indian corporation having its principal place of
business at PLA Complex, 35 Velachery Road, Little Mount, Chennai - 600 015,
India ("▇▇▇▇▇▇").
1. ▇▇▇▇▇▇ Address
1.1. Address To Which Correspondence to ▇▇▇▇▇▇ Should Be Sent
1.1.1. ▇▇▇▇▇▇ Infoway (Private) Limited
PLA Complex
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ - ▇▇▇ ▇▇▇
▇▇▇▇▇
Attn.: Controller
20
CompuServe Network Services
Strategic Alliance Agreement
Attachment F
CompuServe Bank Account Information
This is Attachment F to the Strategic Alliance Agreement (the "Agreement")
entered into at Columbus, Ohio, dated April 18, 1997,1997 between CompuServe
Incorporated, an Ohio corporation having its principal place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇ ("CompuServe") and ▇▇▇▇▇▇
Infoway (Private) Limited an Indian corporation having its principal place of
business at PLA Complex, 35 Velachery Road, Little Mount, Chennai - 600 015,
India ("▇▇▇▇▇▇").
1. CompuServe Bank Account Information
1.1. Account To Which Payments to CompuServe Should Be Sent
1.1.1. Bank One Columbus, NA
Columbus, OH
ABA Routing #▇▇▇▇▇▇▇▇▇
Account #981864388
21
CompuServe Network Services
Strategic Alliance Agreement
Attachment G
▇▇▇▇▇▇ Bank Account Information
This is Attachment G to the Strategic Alliance Agreement (the "Agreement")
entered into at Columbus, Ohio, dated April 18, 1997,1997 between CompuServe
Incorporated, an Ohio corporation having its principal place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇ ("CompuServe") and ▇▇▇▇▇▇
Infoway (Private) Limited an Indian corporation having its principal place of
business at PLA Complex, 35 Velachery Road, Little Mount, Chennai - 600 015,
India ("▇▇▇▇▇▇").
1. ▇▇▇▇▇▇ Bank Account Information
1.1. Account To Which Payments to ▇▇▇▇▇▇ Should Be Sent
1.1.1. Current Account 16596
Bank of Baroda
PO Box 3307
32, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇ - ▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇
22