EXHIBIT 10.15
SERVICE AGREEMENT
DEFINITIONS:
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"You", "Your", and "Customer" refers to the name of the company or entity on
whose behalf this Agreement is being executed. "ICT" refers to Intercept
Communications Technologies, LLC. "Effective Date" is the date this Agreement
is executed by both parties. "Communications Network" refers to the equipment
and connectivity choice utilized by ICT to provide service to the Customer per
the Agreement.
COMMITMENT:
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ICT is committed to provide a reliable network to the Customer. Should the
Customer be unable to use the Communications Network due to equipment or
datalines provided by ICT for a period greater than six (6) consecutive hours
then ICT, at the Customer's request, will credit the Customer's ▇▇▇▇ for each
hour the Customer is unable to use the Communications Network using the
following four guidelines: (i) The hourly credit amount will be 1/720th of the
monthly ▇▇▇▇ for the affected Communications Network segment(s); (ii) The total
credit does not exceed the monthly ▇▇▇▇ for the affected portion of
Communications Network; (iii) Shipping time for replacement equipment is
excluded from the calculation of the time that the Customer is unable to use the
Communications Network, (iv) These credits do not apply during any time that
repair of the Communications Network is hindered by lack of access to the
Customer's premise, or by any delay resulting from any cause or circumstance
beyond ICT's reasonable control.
MAINTENANCE:
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It is ICT's policy to maintain spare equipment for immediate replacement of the
equipment that ICT has installed at the Customer's premise for the
Communications Network. The maintenance of the communications equipment
provided by ICT is depot maintenance unless otherwise specified by an addendum
to the Agreement. Equipment which fails due to factory defect will be replaced
under depot maintenance and will be shipped to the Customer using standard
overnight delivery. It is the Customer's responsibility to maintain adequate
environmental conditions for the equipment ICT provides for the purpose of this
Agreement The depot maintenance does not cover equipment damaged due to abuse,
misuse, lightning, fire, flood, or Acts of God. It will be the Customer's
responsibility to swap the Communications Equipment at the Customer's location
then package and ship the failed equipment back to ICT at the Customer's
expense.
If the failed equipment is not returned to ICT within thirty (30) days of the
ship date of the replacement equipment then the Customer will be responsible for
the retail replacement cost of the failed equipment.
SERVICE UPGRADES:
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It is ICT's policy to maintain service offerings utilizing the communications
technology that ICT believes best fits the Customer's needs. ICT will have the
right to change the equipment and communications technology as it sees fit so
long as at least equivalent service is provided to the Customer. Service
changes and upgrades requested by the Customer will be accommodated as long as
the following three conditions are met: (i) The service requested is one that
ICT currently supports at the time of the request, (ii) The service change does
not reduce the revenue amount to ICT that is generated by the existing
Agreement, (iii) If the Service change increases the network bandwidth
requirements, port count, device count, or supported protocol count, then the
current Agreement must be amended to include the requested Service change.
TERMINATION:
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The initial term of this Agreement is specified in the section entitled
"Agreement," below. Either Customer or ICT may terminate this agreement at the
end of the initial term by providing not less than thirty (30) days written
notice. Customer's notice must be sent to: ICT, LLC., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: Billing Department. If no
written notification is submitted to ICT's Billing Department and ICT has not
given notice of termination to the Customer, this Agreement shall automatically
renew under the same terms as the Initial Agreement.
In the event that the Customer terminates this Agreement prior to the
establishment of the service, but after the Effective Date, the Customer is
required to reimburse ICT for all expenses incurred in handling the request
before the notice of cancellation is received.
In the event that the Customer terminates this Agreement prior to the expiration
of the service period, the Customer shall pay a Termination Liability Charge.
The Termination Liability Charge shall equal the sum of: (i) any installation
charges that were waived by ICT, (ii) any other costs that ICT incurs or pays,
following termination of this Agreement as a result of providing the services
outlined in this Agreement, (iii) the
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monthly Agreement fee for the number of months remaining in the current
Agreement (up to a maximum of six).
If the Customer breaches this Agreement by failing to timely pay any charges or
other amount due to ICT, or otherwise is in breach of this Agreement, and the
breach continues uncured for ten days following ICT's delivery of written notice
to the Customer noting the breach and demanding its cure, ICT may discontinue
any or all of the Services to the Customer until the breach is cured. If such
breach continues for thirty days following delivery of such notice, ICT may
terminate the Agreement and the Customer shall pay the Termination Liability
Charge. In the event the Customer fails to pay for services according to the
terms referenced in this Agreement, ICT may, at its discretion, charge interest
on the unpaid and past due balance at the rate of 1.5% per month (18% annually).
The Customer further agrees to pay any and all of ICT's costs of collection,
including reasonable attorneys' fees, in the event that it becomes necessary for
ICT to pursue such remedies.
Unless specified within an addendum to this Agreement, all equipment used by ICT
to support the Customer for the purposes of this Agreement is solely owned by
ICT. The Customer shall not use any such equipment for any purposes other than
these set forth in this Agreement and shall not permit the equipment to be used
by or disclosed to any other person or entity. Because there would be no
adequate remedy at law for a breach of the foregoing, ICT shall have the right
to obtain an injunction to prevent such breach and shall have such further
rights as are available at law or in equity. Upon termination of this Agreement
by either the Customer or ICT, it becomes the Customer's responsibility to
return all equipment installed by ICT to: ICT, LLC., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: Network Operations. This
equipment must be returned within thirty (30) days of the termination date of
this Agreement or the Customer will be responsible for the retail replacement
cost of this equipment.
WARRANTY AND LIMITATION OF LIABILITY:
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Services provided by ICT hereunder will be performed in a professional and
▇▇▇▇▇▇▇ like manner and shall substantially conform with the description of
Services set forth on the attached Service Definition Worksheet. Should ICT
breach this warranty, the Customer shall so notify ICT in writing, and ICT shall
use reasonable diligence to remedy such breach within 15 days of receipt of
Customer's notice. Should ICT fail to remedy a breach within that time,
Customer shall be entitled to a reasonable abatement of fees hereunder. EXCEPT
AS PROVIDED IN THIS PARAGRAPH, ALL SERVICES ARE DELIVERED WITHOUT WARRANTY OF
ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER'S SOLE REMEDY FOR ICT'S BREACH OF
ALL WARRANTIES HEREUNDER IS AS SET FORTH IN THIS PARAGRAPH. IN NO EVENT SHALL
ICT BE LIABLE TO CUSTOMER FOR ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID BY
CUSTOMER TO ICT FOR SERVICES PROVIDED HEREUNDER. IN NO EVENT SHALL ICT BE LIABLE
FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
LIMITATION LOSS OF PROFITS, OR DAMAGES FOR INTERRUPTION OF BUSINESS, WHETHER
SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT, INDEMNITY OR OTHERWISE, EVEN IF ICT
HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.
The waiver by either party of a breach or default in any of the provisions of
this Agreement by the other party shall not be construed as a waiver of any
succeeding breach of the same or other provisions; nor shall any delay or
omission on the part of either party to exercise or avail itself of any right,
power or privilege that it has or may have hereunder operate as a waiver of any
breach or default by the other party.
This Agreement constitutes the entire Agreement between the parties with respect
to the subject matter hereof and supersedes all prior agreements between the
parties, whether written or oral, relating to the same subject matter. No
modifications, amendments, or supplements to this Agreement shall be effective
for any purpose unless in writing signed by an officer of ICT and a duly
authorized representative of the Customer.
The prevailing party in any legal proceeding brought by one party against the
other party and arising out of or in connection with this Agreement shall be
entitled to recover its legal expenses, including court costs and attorneys'
fees.
The laws of the State of Georgia shall govern the validity, interpretation,
performance and enforcement of this Agreement.
MISCELLANEOUS:
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Customer may not assign this Agreement or any of its rights or obligations
hereunder without the prior written consent of ICT.
AGREEMENT:
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The undersigned Customer requests ICT to provide the Communications Network as
detailed on the attached Service Definition Worksheet. The service period for
this Agreement shall be _____ months commencing on the first full month in which
the services described herein are provided. The rates and charges for items
under this Agreement are detailed on the
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attached Price Detail Worksheet. The installation and other nonrecurring costs
are _____________. The monthly recurring cost is ___________. Charges for
additional services requested by the Customer will be automatically applied to
the monthly recurring cost and such services will be coterminous this the
Agreement.
Customer
__________________________________
Authorized Signature
Date:_____________________________
__________________________________
Name (type or print)
__________________________________
Title
ICT ACCEPTED BY
__________________________________
Authorized Signature
Date:_____________________________
__________________________________
Name (type or print)
__________________________________
Title
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SERVICE DEFINITION WORKSHEET
DIAGRAM:
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SERVICE DESCRIPTION:
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ICT will provide 56K frame relay connectivity between the Data Center and all
your branches.
ICT will provide Motorola Vanguard FRADS (Frame Relay Access Devices) and
install all frame relay switching/routing hardware.
ICT will provide network monitoring of equipment and circuits to provide network
fault identification.
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