MARKETING AGREEMENT
This Marketing Agreement is made as of this _____ day of _____, ____,
between Preferred Voice, Inc., a Delaware corporation ("PVI") and
______________, a ___________, on behalf of itself and its wholly owned
subsidiaries and affiliates ("Carrier"). PVI and Carrier are collectively
referred to in this Agreement as the "Parties."
Background Information
PVI has developed a system (the "System") that when interconnected with a
telephone switching system is capable of performing certain services for the
wireline market and certain services for the wireless markets as described in
Exhibit A attached hereto and incorporated herein by reference (the "Services").
Each System consists of the hardware described in Exhibit B, certain third party
software and certain proprietary application software developed by PVI.
Carrier's affiliates are a licensed to provide wireline and wireless
telecommunications service in the areas described in Exhibit C. Carrier wishes
to offer the Services to end users ("End Users") under its own brand in
conjunction with its telecommunications services.
In consideration of the mutual promises made in this Agreement, PVI and
Carrier agree that the terms and conditions set forth as follows will apply to
the deployment and use of Systems by Carrier.
ARTICLE 1. INSTALLATION
1.01 Installation. PVI shall install, at its cost, its Systems at Carrier's
switch locations set forth in Exhibit C to interconnect with switches described
in Exhibit C. The System will remain the property of PVI. Carrier shall prepare
the site in accordance with PVI's specifications. Installation of Systems will
be completed on a schedule to be agreed upon by Carrier and PVI.
PVI agrees to install Systems so that they shall comply in all material
respects with all federal, state, and local laws and regulations in force on the
date hereof.
1.02 PVI Testing. PVI shall test, at its cost, the Systems to ensure that
they work properly. The testing period shall (i) commence promptly upon the
completion of installation of the System at the sites, but in no event later
than five (5) days following such completion of installation (the "Commencement
Date"), and (ii) conclude upon acceptance by as described in Section 1.03 below.
Should material deficiencies arise in the performance of the System during
testing, PVI shall inform Carrier promptly thereof by submitting notice,
including a written, reasonably detailed description of each deficiency, to
Carrier. PVI shall then use reasonable efforts to cure the noncompliance.
Carrier shall use its best efforts to assist PVI
MARKETING AGREEMENT - Page 1 of 8
in curing such noncompliance. Upon completion of such cure, PVI shall give
notice to Carrier thereof. The total period of time that may be spent on the
testing period shall not exceed ninety (90) days from the Commencement Date. If
PVI, using commercially reasonable efforts, is unable to cure any material
deficiency of the System within 90 days of the Commencement Date, then following
notice thereof either party may give the other party thirty (30) days' written
notice of its election to terminate this Agreement and the reasons therefor.
1.03 Carrier Acceptance. PVI shall inform Carrier in writing of the
completion of PVI's testing under Section 1.02. Carrier will thereupon commence
testing of the System, and shall have thirty (30) days in which to test the
functionality of the System with employees. Upon completion of the thirty (30)
day test period, Carrier shall either provide PVI with written notice of any
problems revealed in its tests or deliver PVI an acceptance certificate,
substantially in the form attached hereto as Exhibit D (the "Acceptance
Certificate"). The System shall be deemed to have been accepted by Carrier upon
execution and delivery by Carrier to PVI of an Acceptance Certificate, executed
by an authorized representative of Carrier or failure of Carrier to provide
written notice to PVI of any problems Carrier discovers within the thirty (30)
day period it is conducting tests.
ARTICLE 2. SALES AND MARKETING
2.01 Sales. Carrier shall use commercially reasonable efforts to promote
sale of the Services so as to maximize revenues, including conducting
commercially reasonable advertising campaigns and maintaining an inventory of
collateral support materials for promotion, advertising, point-of-sale, record
keeping, subscriptions, and other items related to sales of the Services.
Carrier shall ▇▇▇▇ and collect for Services used by End Users.
2.02 Pricing. Carrier will determine the prices at which the Services will
be made available to End-Users and any changes to these prices.
2.03 Advertising and Promotional Literature. PVI will assist Carrier in the
development and production of original copy of advertising and collateral
support materials (i.e. layout, verbiage, plates, negatives, dies, and/or other
setup materials) that may be utilized by Carrier for marketing the Services.
Carrier shall send copies of all advertising and sales promotion material and
literature relating to the Services that use PVI's name or trademark to PVI for
review prior to distribution.
2.04. Exclusivity. Carrier agrees that during the term of this Agreement it
will not install, for testing or any other purposes, any system which competes
with PVI's commercially deployed Systems to provide service in any calling area
that Carrier is authorized to serve during the term of this Agreement as long as
PVI is in compliance with the terms and conditions of this Agreement. Nothing in
this provision prohibits Carrier from using another system to provide a service
not offered through PVI's System, but Carrier shall first give PVI the
opportunity to add such service to its System by providing PVI
MARKETING AGREEMENT - Page 2 of 8
written notice of the desired service sixty (60) days prior to installing any
other system to provide the desired service.
2.05 Time to Market. PVI will not provide Services or Systems to the
wireless carriers listed in Exhibit G in the markets set forth under their names
in Exhibit G during the twelve month period following execution of this
Agreement.
ARTICLE 3. PAYMENT
Carrier shall pay PVI a share of Carrier's revenue from the Services
determined from the schedule set forth in Exhibit E. This amount shall be paid
monthly within sixty days of the end of each month for Services billed in that
month.
ARTICLE 4. TRAINING AND SUPPORT
4.01 Technical Support. During the term of this Agreement, PVI shall
provide a technical support help desk that Carrier may call to report System
troubles twenty-four (24) hours per day, seven (7) days per week basis. PVI
shall troubleshoot the problems and contact the appropriate vendor to resolve
problems that cannot be resolved by actions Carrier may take on PVI's
instruction. During the term of this Agreement, PVI shall provide (i) remote,
dial-up System support, on a twenty-four (24) hours per day, seven (7) days per
week basis, and (ii) packages, generally containing corrections of known
software defects and updates or patches to increase or improve performance and
occasionally also containing minor feature enhancements of existing software,
relating to a current System. Carrier shall provide permanent digital
connectivity to each System for the purpose of off- site software revision and
maintenance.
4.02 Training. As part of the installation process and at no cost to
Carrier, PVI shall provide Carrier's technical personnel with the initial
training and instruction as described in Part 2 of Exhibit F attached hereto
concerning the operation and use of the System by conducting training sessions
at a mutually convenient time at Carrier's facility. Any additional training
services that are requested by Carrier shall be invoiced to Carrier in
accordance with PVI's then prevailing hourly rates. Carrier shall be responsible
for all travel and other expenses of its personnel attending such training
sessions.
4.03 Support Team. PVI will assign an exclusive account team to Carrier and
its affiliates for the implementation of the Services. Included will be sales
and service application training, technical training, customer service training
and provisioning training. Training will be provided as needed at no charge to
Carrier. Each functional area will be assigned defined tasks and work hand in
hand with assigned Carrier technical personnel.
MARKETING AGREEMENT - Page 3 of 8
ARTICLE 5. TERM
The initial term of this Agreement shall be _____ (_) years. Upon
expiration of the initial term specified above, the Agreement shall
automatically renew for up to _________ (_) successive ____ (_) year terms
unless either party gives the other notice of its intention not to renew the
license at least sixty (60) days prior to the expiration of the then current
term.
ARTICLE 6. WARRANTY PROVISIONS
6.01 General. PVI warrants that the System will provide Services
appropriate to the telecommunications service with which it is being offered
when properly interconnected to Carrier's functioning switches of the types
described in Exhibit C (provided, that ANY MODIFICATION OF THE SYSTEM BY ANY
PERSONS OTHER THAN PVI SHALL, UNLESS PURSUANT TO PVI'S INSTRUCTION, VOID THE
WARRANTY IN THIS SECTION 6.01).
6.02 Year 2000. PVI warrants that the System delivered or modified by PVI
is, or will be, Year 2000 Compliant (as defined below). Year 2000 Compliant
software that is intended to interoperate with third party products as described
herein will be compatible and inter-operate in such manner as to process between
them, as applicable, date related data correctly as described in the definition
of "Year 2000 Compliant." Except as set forth in the preceding sentence, (i) PVI
assumes no responsibilities or obligations to cause third party products to
function with the System; and (ii) PVI will not be in breach of this warranty
for any failure of the System to be Year 2000 Compliant if such failure results
from the inability of any software, hardware, or systems of Carrier or any third
party to be Year 2000 Compliant. "Year 2000 Compliant" means that (a) neither
the performance nor functionality of the System will be affected by dates prior
to, during and after the year 2000, (b) no value for current date will cause any
interruption in the operation of the System; (c) the year 2000 is recognized as
a leap year; (d) in all interfaces and data storage the century, in any date, is
specified either explicitly or by unambiguous algorithms or inferencing rules;
and (e) date-based functionality of the System behaves and will behave
consistently for dates prior to, during and after the year 2000.
ARTICLE 7. TERMINATION
7.01 Cause for Termination. This Agreement shall terminate automatically
and without further notice upon the expiration of the term specified in Article
5 or of any renewal term in the absence of a subsequent renewal in accordance
with the terms of this Agreement. PVI may terminate this Agreement in the event
that, after six months following acceptance of a System revenue sharing payments
to PVI are less than $2000 per System per month for three consecutive months,
unless Carrier pays PVI the shortfall. In addition, either party may terminate
this Agreement at any time if (a) the other party breaches any term hereof and
fails to cure such breach within 30 days (or ten days in the case of a failure
to pay any sum due) after receipt of written notice, (b) the other party shall
be or becomes insolvent, (c) the other party makes an assignment for the benefit
of creditors, (d) there are instituted by the other party proceedings in
bankruptcy or under any
MARKETING AGREEMENT - Page 4 of 8
insolvency or similar law or for reorganization, receivership or dissolution,
(e) there are instituted against the other party proceedings in bankruptcy or
under any insolvency or similar law or for reorganization, receivership or
dissolution, which proceedings are not dismissed within 60 days, or (f) the
other party ceases to do business.
7.02 Effect of Termination. Carrier agrees that on termination under
▇▇▇▇▇▇▇ ▇.▇▇, ▇▇▇ may recover all Systems that have been installed PVI shall
remove the Systems within 60 days of the termination of this Agreement and if it
fails to do so, WIRELESS PROVIDER may remove them and, at PVI's cost, ship the
Systems to PVI. Upon termination of the license, the obligations of both parties
under this Agreement shall cease. The termination or expiration of this
Agreement shall in no way relieve either party from its obligation to pay the
other any sums accrued hereunder prior to such termination or expiration.
ARTICLE 8. INSURANCE
Each party hereto shall maintain, during the term of this Agreement, the
following insurance coverage as well as all other insurance required by law in
the jurisdictions where the work is performed: (a) worker's compensation and
related insurance as required by law; (b) employer's liability insurance with a
limit of at least five hundred thousand ($500,000) dollars for each occurrence;
(c) comprehensive general liability insurance, with a limit of at least one
million ($1,000,000) dollars per occurrence; and (d) comprehensive motor vehicle
liability insurance with limits of at least one million ($1,000,000) dollars for
bodily injury including death, to any one person, three hundred thousand
($300,000) dollars for each occurrence of property damage, and one million
($1,000,000) dollars for each occurrence. Each party shall (i) furnish the other
prior to the start of the relevant work, if requested by the other, certificates
or adequate proof of the insurance required by this Section and (ii) notify the
other in writing at least thirty (30) days prior to cancellation of or any
material change in the policy. Notwithstanding the above, each party shall have
the option where permitted by law to self-insure any or all of the foregoing.
ARTICLE 9. MISCELLANEOUS
9.01 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCEPT THAT ANY CONFLICTS OF LAW
RULES OR PRINCIPLES OF THE STATE OF TEXAS THAT WOULD REQUIRE REFERENCE TO THE
LAWS OF ANOTHER JURISDICTION SHALL BE DISREGARDED.
9.02 Headings. Headings used in this Agreement are to facilitate reference
only, are not a part of this Agreement, and will not in any way affect the
interpretation hereof. The use herein of the word "including," when following
any general statement, term or matter, shall not be construed to limit such
statement, term or matter to the specific items or matters set forth immediately
following such word or to similar items or matters, whether or not non-limiting
language (such as "without limitation," or "but not limited to," or words of
similar import) is used
MARKETING AGREEMENT - Page 5 of 8
with references thereto, but rather shall be deemed to refer to all other items
and matters, that reasonably could fall within the broadest possible scope of
such general statement, term or matter.
9.03 Assignment. This Agreement, and all rights and obligations hereunder,
are personal as to the parties hereto and may not be assigned, in whole or in
part, by any of the parties to any other person, firm or corporation without the
prior written consent thereto by the other party hereto, which consent will not
be unreasonably withheld; except that either party may freely assign any or all
of its rights and obligations hereunder to any affiliate or to any party
acquiring all or substantially all of that party's stock or assets. An
"affiliate" is (a) an entity that owns all or substantially all of the
outstanding stock of the entity so assigning, (b) an entity all or substantially
all of whose stock is owned by the entity so assigning, or (c) an entity under
common ownership with the entity so assigning. Such assignee entity shall
thereupon be free to assign the rights and obligations under this Agreement to
any other affiliate. Any assignment contrary to the terms hereof shall be null
and void and of no force or effect.
9.04 Failure or Partial Exercises. No failure on the part of any party to
exercise, and no delay in exercising, any right or remedy hereunder shall
operate as a waiver thereof. Nor shall any single or partial exercise of any
right or remedy hereunder exclude any other or further exercise thereof or the
exercise of any other right hereunder.
9.05 Entire Agreement, Amendments. This Agreement and all schedules and
exhibits annexed hereto constitute the entire agreement among the parties
respecting the subject matter hereof and supersedes all prior agreements among
the parties relative to the subject matter hereof. In entering this Agreement,
Carrier did not rely on any representations or warranties of PVI or its
employees or agents other than those set forth in this Agreement. This Agreement
may not be modified or amended except by a writing that states that it is an
amendment to this Agreement and which is signed by duly authorized
representative of the parties.
9.06 Notices. All notices required or permitted to be given hereunder shall
be in writing and shall be valid and sufficient if dispatched either (i) by hand
delivery, (ii) by facsimile transceiver, with confirming letter mailed promptly
thereafter by first class mail, postage prepaid, (iii) by reputable overnight
express courier or (iv) by certified mail, postage prepaid, return receipt
requested, deposited in any post office in the United States, in any case,
addressed to the addresses set forth on the signature page of this Agreement, or
such other addresses as may be provided from time to time in the manner set
forth above. When sent by facsimile as aforesaid, notices given as herein
provided shall be considered to have been received at the beginning of
recipient's next business day following their confirmed transmission; otherwise,
notices shall be considered to have been received only upon delivery or
attempted delivery during normal business hours.
9.07 Partial Invalidity. If any clause or provision of this Agreement is
held to be illegal, invalid, or unenforceable under present or future laws
effective during the term of this Agreement, then and in that event, it is the
intention of the parties hereto that the remainder of this Agreement shall not
be affected thereby, and it is also the intention of the parties to this
MARKETING AGREEMENT - Page 6 of 8
Agreement that in lieu of each clause or provision of this Agreement that is
held to be illegal, invalid, or unenforceable, there be added as a part of this
Agreement a clause or provision as similar in terms to such illegal, invalid, or
unenforceable clause or provision as may be possible and still be legal, valid,
and enforceable.
9.08 Attorneys Fees. The prevailing party in any litigation, arbitration or
other proceedings arising out of this Agreement shall be reimbursed by the other
party for all costs and expenses incurred in such proceedings, including
reasonable attorneys' fees.
9.09 Force Majeure. No party hereto shall be liable for delay or default in
performing hereunder, other than a delay or default in payment of any monies due
to the other party, if such performance is delayed or prevented by a Force
Majeure Condition. "Force Majeure Condition" means any condition or event beyond
the reasonable control of the party affected thereby, including fire, explosion,
or other casualty, act of God, war or civil disturbance, acts of public enemies,
embargo, the performance or non-performance of third parties, acts of city,
state, local or federal governments in their sovereign, regulatory, or
contractual capacity, labor difficulties, and strikes, but specifically
excluding a party's failure to be Year 2000 Compliant. If a Force Majeure
Condition occurs, the party delayed or unable to perform shall give prompt
notice of such occurrence to the other party. The party affected by the other
party's inability to perform may, after sixty (60) days, elect to either
terminate this Agreement or continue performance with the option of extending
the terms of the Agreement up to the length of time the Force Majeure Condition
endures. The party experiencing the Force Majeure Condition must inform the
other party in writing when such a condition ceases to exist. Each party shall,
with the cooperation of the other, exercise all reasonable efforts to mitigate
the extent of a delay or failure resulting from a Force Majeure Condition.
9.10 Independent Contractor. The relationship of the parties established by
this Agreement is that of independent contractors, and nothing contained in this
Agreement will be construed (a) to give either party the power to direct and
control the day-to-day activities of the other, (b) to constitute the parties as
partners, joint venturers, owners or otherwise as participants in a joint or
common undertaking, or (c) to allow either party to create or assume any
obligation on behalf of the other for any purpose whatsoever.
9.11 Confidentiality. The terms of this Agreement, and all information
transmitted between or among the parties pursuant hereto or in connection
herewith, including, without limitation, any information concerning WIRELESS
PROVIDER's customers, shall be maintained in confidence by all parties and shall
be disclosed only to such of the receiving party's employees or agents having a
need to know the information for the purposes set forth below. No party may
disclose such information to any third party, except as may be required pursuant
to a lawfully issued subpoena or other formal demand for the production of
information by a court of competent jurisdiction or a regulatory body with
jurisdiction over the party. In the event any such demand is made, the party
ordered to produce such information shall promptly notify the other parties and
shall use its best efforts to maintain the confidentiality of such information.
In addition, if either party determines that this Agreement is a "material
contract," that party may file this Agreement with the Securities and Exchange
Commission, provided that it
MARKETING AGREEMENT - Page 7 of 8
notifies the other party at least fifteen (15) days prior to such filing and
cooperates with the other party to seek confidential treatment of provisions
reasonably designated by the other party for such treatment. Each party may use
confidential information obtained solely as a result of this Agreement only for
the purpose of performing hereunder. Neither party may use the other party's
confidential information for any other purpose without the express written
agreement of the owner.
9.12 Additional Provisions. The Speech2Content Addendum attached hereto is
made a part of this Agreement.
PREFERRED VOICE, INC. "CARRIER"
By: By:
Name: Name:
Title: Title:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Address:
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇ Fax No.:
Phone: ▇▇▇-▇▇▇-▇▇▇▇ Phone:
MARKETING AGREEMENT - Page 8 of 8
EXHIBIT A
---------
PREFERRED VOICE, INC
Product Descriptions
WIRELINE SERVICES
-----------------
VIP EMMA 888 Services
Each EMMA 888 service was specifically designed to combine all the following
existing Telco services with the convenience of speech independent dialing. Each
of these services offer specific benefits and features designed to satisfy the
communication needs of the end user.
1-888 Number dedicated to one user ▇▇▇▇
▇▇▇▇ Distance Calling Card
Selective Call Screening
One Number "Locate"
Voice Activated Dialing
Voice Directory
(1) EMMA. The "SMART" Business Line and EMMA PA (Personal Assistant): The
"SMART" Business Line has a local number on the front and can receive calls
dialed from the public switched telephone network. In addition to the local
number each subscriber may be assigned a dedicated 888 number giving them not
only local but national presence. In addition unlike the traditional telephone
line that is connected to a specific telephone the SBL floats and can be pointed
to ring at any telephone the subscriber selects. This feature is usually
referred as "single number locate." This service may be offered as a supplement
to existing business lines.
One Number Locate:
The subscriber to this service is assigned his own personal 888 number.
When that number is dialed the calling party is greeted by a prompt. The
call will then be sent to whatever number the user has programmed in his
Locate file (i.e. cellular phone, hotel, pager, etc.) anywhere in the
world.
Telephone Calling Card:
The subscriber can use the SBL as a telephone calling card. During the
forwarding prompt, the user touch-tones any key on his phone and speaks his
Personal Identification Number; at the next prompt he may speak a name from
his personal voice directory. The Voice Directory may contain 100 names
with their corresponding numbers. For numbers not in the voice directory,
the subscriber simply says, "Dial Number" and SBL will prompt "Number
please". The user then may voice dial the number or touch-tone using the
DTMF pad.
Intelligent Call Screening:
This feature can be turned on or off by the subscriber. When a caller dials
the subscriber's 888 number SBL will prompt for the callers name and
present the name to the subscriber. The subscriber has the option of
accepting the call or sending the call to their voice mail.
(2) EMMA CD (corporate direct):
Businesses that have multiple individuals with EMMA PA numbers can avoid having
to remember or look- up everyone's personal EMMA PA number by using the EMMA CD.
The caller dials the dedicated EMMA
EXHIBIT A - Page 1 of 4
CD number and simply speaks the called person's name and the call is quickly
forwarded to his current programmed locate number.
EXHIBIT A - Page 2 of 4
(3) ▇▇▇▇ ▇▇ (Virtual Office)
This service configuration was designed for the group that does not have a
single physical office or whose members are out of their offices consistently.
▇▇▇▇ ▇▇ allows the group to have a single number. When there is a call for a
member, EMMA will forward the call to the member's office. If he is out of the
office, EMMA will locate a member if so desired or will take a message. EMMA
provides all of the SO/HO type of business requirements including single number,
Locate, personal directory and access to voice mail.
(4) EMMA FF (Family and Friends):
This service was developed to allow anyone that has the subscriber's dedicated
888 number to access the subscriber's Voice Directory. This allows the
subscriber to give their number to a son in college, a daughter in a distant
city, etc. At the subscriber's discretion, each one of the callers can call
anyone whose name is in the Voice Directory.
EMMA FF. "Locate":
This service also allows the owner to program any number in his Locate
file. The caller speaks "Locate" and the call is instantly sent to the
owner's cell phone, pager, office, or any number he desires.
EMMA FF. "Telephone Calling Card":
The owner turns the service into a fully functional Telephone Calling
Card by speaking "Dial Number". EMMA will prompt for a PIN. Once the
PIN has been verified, the service prompts "Number please" and the user
may then speak the number or use DTMF from the telephone pad.
VIP EMMA
Inbound Corporate extension directory - This directory stores the subscriber's
internal names and extensions. When Emma receives a call, she compares the
caller's request to the stored names and extensions and forwards the calls
accordingly. The directory is customized for each subscriber and can include
names, departments, and even branches at different locations.
Outbound corporate directory - (optional service) One or more outbound corporate
directories can be created to facilitate outbound calling. For example, a
company could create directories for branches, vendors, clients, etc. The user
accesses Emma through an extension number or DID and simply speaks the directory
listing and the call is connected, eliminating the need to look-up or dial the
number.
Outbound personal directory - (optional service) A personal directory is a
directory created for an individual user and is accessed with the use of an
authorization code or ANI. Individuals within the Company may want a directory
of their personal frequently called names.
Telephone Calling Card - Any company utilizing Emma can issue, track, and
terminate calling cards on a real-time basis. Calling cards are activated
instantaneously. Effectively, an Emma user becomes a "virtual long-distance
company." This service can be restricted to specific users or specific phone
numbers only.
This document and its attachments are confidential and proprietary information,
the exclusive rights to which are the sole property of Preferred Voice, Inc.
Upon receipt and acceptance of these materials, the recipient agrees not to
reproduce or distribute copies electronic, xerographic, verbal, or otherwise)
without the express written permission of Preferred Voice, Inc.
EXHIBIT A - Page 3 of 4
SPEECH2CONTENT
This is a service that allows the caller to access information services provided
by PVI using spoken impute and is available only pursuant to the Speech2Content
Addendum to the Marketing Agreement.
INFORMATION PLEASE
This is a service that allows the caller to access a telephone number directly
provided to PVI by WIRELESS PROVIDER in electronic format using spoken inputs.
WIRELESS SERVICES
Fleet Calling Advantage permits any caller dial-up access to a directory of
cellular phones served by WIRELESS PROVIDER, and the caller may then speak the
name of the person in the Directory with whom he wishes to speak and be
connected with that person's cellular phone.
Safety Dialing is a service that allows the person placing the call to access
the WIRELESS PROVIDER'S network, dial the assigned access code (such as **) on
the keypad, speak a name from his or her directory. That name's programmed
number will then be dialed.
Speech2Content is a service that allows the caller to access information
services provided by PVI using spoken inputs and is available only pursuant to
the Speech2Content Addendum to the Marketing Agreement.
Information Please is a service that allows the caller to access a telephone
number directory provided to PVI by WIRELESS PROVIDER in electronic format using
spoken inputs.
EXHIBIT A - Page 4 of 4
EXHIBIT B
=========
Hardware Configuration (24pts)
==============================
ITEM DESCRIPTION
FTU-2000A CUSTOM COMPUTER
PIIBX40P38 PENT II 400MHz CPU
PIIBX33P38 PENT II 333MHz CPU
64M040 64MB DIMM RAM
FD015 3.5" FDD, BLACK
HD91S 9.1GB HDD, SCSI
ALM-100B-H 4.3GB HDD, SCSI
CDKIT1 ALARM BOARD
CDT240A DUAL SLIM CD-ROM
SCSR03 SLIM LINE CD-ROM
MD566A JUMPERABLE FAX/MDM
MNT40 MS WIN NT 4.0
240SCT1 PORT RESOURCE
ANTARES VOICE RESOURCE
PRO 2V ALARM RESOURCE
PORT FEE VOICE REC RESOURCE
Optional Hardware Components
48v Inverter
Master Switch
Traffic Engineering
Users Ports
1000 11
2000 20
3000 26
Spares Kit
EXHIBIT B - Page 1 of 1
EXHIBIT C
=========
CARRIER Locations
=================
EXHIBIT C - Page 1 of 1
EXHIBIT D
=========
Form of Acceptance Certificate
==============================
The undersigned, an authorized representative of _________________, a
__________, on behalf of itself and its wholly owned subsidiaries and affiliates
("Carrier"), in his/her capacity as __________________________, does hereby
certify that (a) the testing period (as such term is defined in the Marketing
Agreement, dated as of __________________, ______ (the "Agreement"), by and
between Preferred Voice, Inc. ("PVI") and Carrier) with respect to the System
(as defined in the Agreement) delivered to Carrier has been successfully
completed, (b) the System satisfies the requirements of the Specifications (as
defined in the Agreement) and (c) the System is hereby accepted by Carrier.
Date: __________________ "CARRIER"
By:
Printed Name:
EXHIBIT D - Page 1 of 1
EXHIBIT E
=========
Revenue Sharing Fees
====================
The following rates are contingent on Carrier serving approximately ___________
wireless subscribers in multiple wireless markets and wireline markets in which
Service may be offered having at least __________ access lines in wireline
markets on the execution of this Agreement.
___% OF THE REVENUE UNTIL TOTAL REVENUE EQUALS $___________ TIMES
THE NUMBER OF SYSTEMS ACCEPTED;
____% OF ALL ADDITIONAL REVENUE
If a System is installed after PVI's share of the Revenue has been reduced to
___%, then PVI's share of the Revenue shall increase to ___% until the payments
equals $________ for each such System in addition to the payments that would
have been made if PVI were only paid ___% of the Revenue.
For purposes of this Agreement, Revenue shall equal the greater of
(a) the amount that would have been received by Carrier if
the charges set forth in the Exhibit E-1 had been charged to each
subscriber using one of the Services described in Exhibit E-1
except that if Carrier is offering reduced rates or free service
as part of a promotion, only a new subscriber's actual revenue
need be accrued for the promotion during the first 30 days of
service to the new subscriber, or
(b) the actual revenue received from subscribers using a
Service offered by means of a System, excluding sales and use
taxes, interest and late charges.
EXHIBIT E - Page 1 of 1
EXHIBIT E-1
===========
Service Monthly Fees
------- ------------
Emma. The "Smart" Business Line $______
and Emma PA (Personal Assistant)
Emma CD $_____ plus $____ per line
▇▇▇▇ ▇▇ $_____ plus $____ per line
Emma FF $_____
VIP Emma $_____ per line
Speech2Content $_____
Information Please $_____
Fleet Calling Advantage $_____ per phone in the calling circle
Safety Dialing $_____
Speech2Content $_____
Information Please $_____
EXHIBIT E-1 - Page 1 of 1
EXHIBIT F
=========
Training
1. Services Training--
Target Audience
-- Product Manager
-- Product Marketing
Contents
-- Complete review of each PVI service description and
application
-- Market Position
-- Target Market
2. System Installation and Maintenance Training --
Installation
Hardware Installation
T-1 Configuration
VIP Programming
-- SCC
-- DID
Maintenance
Alarm Systems
Hardware Replacement
Hardware Expansion
3. Provisioning
EXHIBIT F - Page 1 of 1
EXHIBIT G
=========
[LIST OF EXCLUDED MARKETS]
EXHIBIT G - Page 1 of 1