EXHIBIT 10.28
▇▇▇▇▇-▇▇▇.▇▇▇ NETWORK AGREEMENT
This Agreement is made and entered into this 1st day of Jul, 98 between:
NetVoice Technologies
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(hereinafter referred to as "Customer") and ▇▇▇▇▇-▇▇▇.▇▇▇, Inc., a Nevada
corporation with offices at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, ▇.▇.▇. ("Inter-Tel").
Whereas, Inter-Tel has established a network which enables
telecommunications over Internet Protocol ("IP") data networks
("▇▇▇▇▇-▇▇▇.▇▇▇") with ▇▇▇▇▇-▇▇▇.▇▇▇ software, hardware and related
components, and
Whereas, Customer desires to interconnect into ▇▇▇▇▇-▇▇▇.▇▇▇ with its own
network for the provision of services to the general public; and
Whereas, both parties desire to reduce to writing their agreement for the
interconnection of each party's Servers into the Network.
Now, therefore, in consideration of the mutual covenants hereunder, the
parties hereto agree as follows:
1.0 APPOINTMENT AS ▇▇▇▇▇-▇▇▇.▇▇▇ PROVIDER
Inter-Tel hereby authorizes the Customer to interconnect with the
▇▇▇▇▇-▇▇▇.▇▇▇ network enabling the customer to transmit IP data network
traffic; subject to the terms and provisions of this Agreement.
1.2 DEFINITIONS
1.2.1 AGREEMENT - "Agreement" shall mean this Network Agreement,
including the attached Schedules.
1.2.2 CONFIDENTIAL INFORMATION - "Confidential Information" shall
mean information belonging to either party and delivered to the other
Party which is deemed proprietary and confidential and belonging to the
Party delivering the Confidential Information. In the event confidential
information is required to be disclosed pursuant to a court order is
required by any governmental authority or agency, prompt written notice
of such order or requirement shall be given to the disclosing party and
the receiving party shall fully cooperate with the disclosing party,
using its best efforts to maintain the confidentiality of the
information, including but not limited to, seeking protective orders from
the court or governmental authority.
1.2.3 CUSTOMER NETWORK - "Customer Network" shall mean the IP data
network constructed, owned and/or operated by Customer.
1.2.4 ▇▇▇▇▇-▇▇▇.▇▇▇ - "▇▇▇▇▇-▇▇▇.▇▇▇" shall mean the Internet
Protocol (IP) data network constructed, owned, and operated by
▇▇▇▇▇-▇▇▇.▇▇▇, Inc.
1.2.5 LOCAL EXCHANGE CARRIER - Company certified to provide public
switched telephone network (PSTN) services. Both incumbent and the
emerging competitive LEC's are included.
1.2.6 NPA/NXX - NPA refers to the area code and NPA/NXX refers to
the area code and prefix (the first six (6) digits) in the long distance
dialing sequence.
1.2.7 PLANNED SERVICE OUTAGE - "Planned Service Outage" shall mean
any Service Outage caused by scheduled maintenance or planned
enhancements or upgrades to the Network.
1.2.8 POINT-OF-PRESENCE - (POP) - The physical location where the
▇▇▇▇▇-▇▇▇.▇▇▇ Network interfaces with the customer or a local access
vendor.
1.2.9 PUBLIC SWITCHED TELEPHONE NETWORK - The public network
operated by common carriers for switched telephone services.
1.2.10 REGIONAL ▇▇▇▇ OPERATING COMPANIES (RBOCs) - The regional
operating companies formed at divestiture from AT&T, to provide local
access to the public.
1.2.11 SERVICE INTERCONNECTION DATE - The later of the date
requested in the Service request by Customer or the date that Service has
been installed and tested by Customer use.
1.2.12 SERVICE OUTAGE - Shall mean a degradation in Service well
below the industry standards, occurring in ▇▇▇▇▇-▇▇▇.▇▇▇'s network,
excluding: (i) Planned Service Outages; or, (ii) periods of degradation
due to causes beyond the reasonable control of ▇▇▇▇▇-▇▇▇.▇▇▇.
1.2.13 SERVICE REQUEST - Shall mean an order for Service
transmitted to ▇▇▇▇▇-▇▇▇.▇▇▇ via facsimile, online, or mail. Service
requests will be remitted in accordance with ▇▇▇▇▇-▇▇▇.▇▇▇ order format.
2.0 FEES
Both parties acknowledge and agree for the payment of fees by the
party incurring same including origination, termination, settlement and
other provider fees as set forth on Schedule A attached hereto and made a
part hereof for all purposes. Customer agrees that Inter-Tel shall have
the right to amend the fees set forth on Schedule A with thirty (30)
day's notice.
3.0 SERVICE
3.1 Network Coverage - ▇▇▇▇▇-▇▇▇.▇▇▇ shall add to or delete from
network coverage, NPA's or NPAs/NXXs and/or other usage designations, at
its sole discretion. Data may be passed by ▇▇▇▇▇-▇▇▇.▇▇▇ for termination
through ▇▇▇▇▇-▇▇▇.▇▇▇, or through the network of the Local Exchange
Carrier ("LEC(s)") serving the area in which the data is to be
terminated, or through long distance carriers.
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3.2 Prices, Volume and Term Discounts, Service Availability -
Usage, recurring charges, volume discounts, installation and change order
charges, minimum use commitments, and service availability for such
Services are listed on Schedule A.
3.3 Operations Support - Customer agrees to provide seven (7) day,
twenty-four (24) hours a day support for their network.
4.0 FORMAT
All data passed between the parties shall be in format compatible
with and approved in advance by Inter-Tel.
5.0 UPDATED USAGE ESTIMATES
Customer shall provide monthly updates, 30 days in advance in the
format set forth on Schedule C, attached hereto, which will include usage
estimates or information which may impact established trends in usage
patterns. Customer acknowledges and agrees that any significant
increases in usage not forecasted by the Customer may jeopardize the
ability of ▇▇▇▇▇-▇▇▇.▇▇▇ to meet the demand.
6.0 NETWORK BLOCKING CAPABILITY
Based on the Customer submitted estimates of monthly minutes of use
and busy hour minutes of capacity measurements for such terminating
location, in the format set forth on Schedule C, Inter-Tel shall have
reasonable blocking ability for excess usage above maximums, or at its
discretion, switch out the excess minutes over the PSTN at the agreed
prices in Schedule A. Customer shall have responsibility to provide an
updated usage forecast with each Service Request.
7.0 NETWORK MANAGEMENT CONTROLS
When call volumes increase substantially and facility segments
cannot be accommodated in a timely manner, ▇▇▇▇▇-▇▇▇.▇▇▇ may invoke
network management controls to reduce the probability of excessive
network congestion. Substantial call volume increases are changes which
exceed the recorded busy day, busy hour minutes of capacity for the
preceding 60 day, seasonally adjusted period. For new Service Requests,
the estimated busy day, busy hour minutes will be the basis for
identifying substantial call volumes.
8.0 NETWORK CONNECTION
8.1 All connections to ▇▇▇▇▇-▇▇▇.▇▇▇ are made through dedicated
data connections between the Customer POP and ▇▇▇▇▇-▇▇▇.▇▇▇ with
sufficient bandwidth to insure call quality. All facilities will be
designated using standard usage engineering principles.
8.2 In order to insure call quality, the end to end turnaround time
as measured by the industry standard ping should not exceed 100 milliseconds.
8.3 Customer agrees that all VocalNet servers shall be covered
under a software maintenance agreement with Inter-Tel to insure that all
updates, upgrades and maintenance are consistent with ▇▇▇▇▇-▇▇▇.▇▇▇ standards.
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9.0 INSTALLATION, SUPPORT AND MAINTENANCE OF SERVERS
Unless otherwise contracted with Inter-Tel, Customer agrees that it
shall be responsible for the installation, support and maintenance of all
customer owned Servers and related products including, but not limited
to, the fees and rental charges for colocation space and provision of
dedicated lines and circuits necessary for the interconnection of the
Customer network and related equipment and services into ▇▇▇▇▇-▇▇▇.▇▇▇ up
to and including the interface interconnection point. Customer further
acknowledges appointment of Inter-Tel as agent as set forth on Schedule
B, to obtain for Customer any dedicated line services as are agreed by
the parties to be necessary for the installation, support and maintenance
of the Customer's Servers with the Network.
9.1 Service Outage - In the event a service outage occurs within
▇▇▇▇▇-▇▇▇.▇▇▇, Inter-Tel shall act promptly to repair the outage.
Customer shall be relieved of minimum purchase requirements in a pro-rata
fashion determined by the length of the service outage. In the event a
service outage occurs within the Customer Network, customer shall act
promptly to repair the outage.
9.2 Planned Service Outage - Customer shall, when practical, be
notified at lease five (5) days in advance of any Planned Service Outage.
10.0 USAGE MEASUREMENT
10.1 Start of Usage Measurement - For all originating usage,
measurement will commence when ▇▇▇▇▇-▇▇▇.▇▇▇ sends the first supervisory
signal, and answer supervision is received by ▇▇▇▇▇-▇▇▇.▇▇▇ from the
terminating end user, indicating that the termination end user has answered.
10.2 Termination Of Usage Measurement - For all terminating usage,
measurement will end when ▇▇▇▇▇-▇▇▇.▇▇▇ receives disconnect supervision
from the terminating end LEC switch and when the appropriate IP call
control release messages is received or sent by ▇▇▇▇▇-▇▇▇.▇▇▇.
11.0 TERM AND TERMINATION
This agreement shall be in effect for a period of one (1) year from
the date hereof, and shall continue automatically for one year periods
thereafter unless and until terminated by either party giving the other
not less than sixty (60) days written notice before the expiration date.
In the event of a breach of contract, this agreement shall be terminated
by ten (10) days written notice by one party to the other and failure to
note a breach of any provision of this Agreement by such party, or in the
event either party ceases to function as a going business, becomes
insolvent, commits an act of bankruptcy, is adjudged a bankrupt, makes a
general assignment for the benefit of creditors, or if a receiver is
appointed for all or substantially all of its property. At the
termination of any service or of this Agreement, the Parties will, within
five (5) business days, disconnect the interconnection circuit(s)
provided between the parties.
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12.0 PAYMENT AND REVIEW PROCESS
12.1 Payment Due Date - Customer agrees to pay all charges as set
forth on Schedule A.
12.2 Disputes - Customer shall have 60 days from invoice date to
dispute any charges in writing. Written disputes should be addressed to
the Vice President, Finance and sent by registered mail or courier (such
as Federal Express or United Parcel Service). All charges, whether or
not disputed in writing and received by the due date, are considered
payable. The Parties shall provide one another with reasonably requested
information for invoice validation including, but not limited to, the
number of minutes of use.
12.3 Review Process - ▇▇▇▇▇-▇▇▇.▇▇▇ will review any amounts disputed
in writing within (30) business days after receipt of the written
dispute. If ▇▇▇▇▇-▇▇▇.▇▇▇ determines that the Customer was billed in
error, a credit for the amount billed incorrectly will appear on the next
invoice. If the Customer does not agree with ▇▇▇▇▇-▇▇▇.▇▇▇'s assessment,
both parties agree to resolution through binding arbitration within
thirty (30) days of ▇▇▇▇▇-▇▇▇.▇▇▇'s determination that the ▇▇▇▇ was
issued properly.
12.4 Arbitration - Notwithstanding anything to the contrary herein,
any dispute arising pursuant to or in any way related to this Agreement
or the transactions contemplated hereby shall be settled by arbitration
at a mutually agreed upon location in Phoenix, Arizona; provided,
however, that nothing in this Section shall restrict the right of either
party to apply to a court of competent jurisdiction for emergency relief
pending final determination of a claim by arbitration in accordance with
this Section. All arbitration shall be conducted in accordance with the
rules and regulations of the American Arbitration Association, in force
at the time of any such dispute, by a panel of three (3) arbitrators, one
(1) selected by ▇▇▇▇▇-▇▇▇.▇▇▇, one (1) selected by Customer, and the
third (3rd) selected by the other two (2) arbitrators. Each party shall
pay its own expenses associated with such arbitration, including the
expenses of any arbitrator selected by such party and 50% of the expenses
of the third arbitrator. The decision of the arbitrators, based upon
written findings of fact and conclusions of law, shall be binding upon
the parties; and judgment in accordance with that decision may be entered
in any court having jurisdiction thereof. In no event shall the
arbitrators be authorized to grant any punitive, incidental or
consequential damages of any nature or kind whatsoever.
12.5 Suspension of Service - If customer does not make payment,
▇▇▇▇▇-▇▇▇.▇▇▇ may suspend or cancel Service and terminate this Agreement
after ▇▇▇▇▇-▇▇▇.▇▇▇ has given Customer written notice and ten (10) days
to cure the nonpayment.
12.6 Monthly Purchase Minimums - Customer agrees to pay the greater
of actual usage, or minimum usage which is computed by multiplying the
total estimated usage times the billing rate for such usage on Schedule A.
12.7 Billing Increments - Billing increments will be as set forth on
Schedule A.
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13.0 EQUIPMENT AND INSTALLATION
13.1 ▇▇▇▇▇-▇▇▇.▇▇▇ shall provide, maintain, repair, operate and
control the ▇▇▇▇▇-▇▇▇.▇▇▇ owned facilities necessary for service up to
the interconnection point where the Customer network interfaces with
▇▇▇▇▇-▇▇▇.▇▇▇.
13.2 Neither Party shall adjust, align, or attempt to repair, the
other Party's equipment except as expressly agreed to in advance in
writing by the other Party. Neither Party's equipment shall be removed
or relocated by the other Party.
14.0 WARRANTIES AND NETWORK STANDARDS
14.1 Each party represents and warrants to the other Party that it
has the right to provide the service specified herein, and that it is an
entity, duly organized, validly existing and in good standing under the
laws of its origin, with all requisite power to enter into and perform
its obligations under this Agreement in accordance with its terms.
14.2 ▇▇▇▇▇-▇▇▇.▇▇▇ represents and warrants to Customer that all
services rendered by it hereunder shall be designed, produced, installed,
furnished and in all aspects provided and maintained in conformance and
compliance with applicable federal, state and local laws, administrative
and regulatory requirements and any other authorities having jurisdiction
over the subject matter of this Agreement that were in effect at the time
of such design.
14.3 Inter-Tel represents and warrants to Customer that it shall at
all times, comply with then current industry standards. The parties
agree that if any party, in its sole reasonable discretion, determines
that an emergency action is necessary to protect its own Network, the
party may block any signals being transmitted over its Network by the
other party whose signals do not meet the specifications included herein.
The parties further agree that none of their respective obligations to
one another under this Agreement shall be affected by any such blockage
except that the party affected by such blockage shall be relieved of all
obligations to make payments for charges relating to such service only
during the period of time of such blockage and that no party shall have
any obligation to the other party for any claim, judgement or liability
resulting from such blockage.
14.4 THERE ARE NO AGREEMENTS, WARRANTIES OR REPRESENTATIONS,
EXPRESSED OR IMPLIED EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE OR USE, EXCEPT THOSE EXPRESSLY SET
FORTH HEREIN.
15.0 WARRANTY AND INDEMNIFICATION BY CUSTOMER.
Customer warrants and agrees that all equipment owned and operated
by Customer and interconnected with ▇▇▇▇▇-▇▇▇.▇▇▇ shall be compatible
with ▇▇▇▇▇-▇▇▇.▇▇▇ and in compliance with any specific standards that may
be additionally set forth on Schedule A. Customer further agrees to be
responsible for any upgrades or enhancements necessary for its network to
remain compatible with the ▇▇▇▇▇-▇▇▇.▇▇▇ Network. Customer further
warrants and agrees, that if Inter-
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Tel terminates usage over the network of Customer, that Customer will
install and maintain all of Customer's network in accordance with
industry standards for IP network usage in order to insure the quality of
transmission usage equal to that of ▇▇▇▇▇-▇▇▇.▇▇▇.
16.0 CONFIDENTIAL OBLIGATION
16.1 Neither party hereto shall disclose any confidential
information ("Confidential Information") received from the other party
nor use such information for purposes other than performance of this
Agreement without getting prior written consent from the other party.
The Confidential Information shall be the information: (i) disclosed in
writing and marked "Confidential", and (ii) if disclosed verbally, shall
be confirmed in writing within seven (7) days following such disclosure,
and (iii) any information contained in this Agreement and Schedules.
16.2 The following information shall not be regarded as the
Confidential Information:
(i) information which, at the time of disclosure hereunder, was or
thereafter becomes in the public domain through no willfulness or
misconduct of the recipient;
(ii) information which, prior to disclosure hereunder, was already
in the recipient's possession either without limitation on
disclosure to others or substantially becoming free of such
limitation;
(iii) information obtained by the recipient from a third party
having an independent right to disclose this information; or
(iv) information which is independently developed by the recipient.
16.3 Information shall not be deemed confidential in the following
cases: the information was previously known to the receiving party free
of any obligation to keep it confidential at the time of its disclosures
by the disclosing party; the information is or became publicly known
through no wrongful act of the disclosing party; the information is
rightfully received by the receiving party from a third party having no
direct or indirect and/or confidential obligation to the disclosing party
with respect to such information; the information is disclosed by the
disclosing party to the public; or the information is independently
developed by an employee, agent or contractor of the receiving party.
17.0 INDEMNITIES
Each Party agrees to indemnify, defend and hold harmless the other
Party from and against: (i) claims for libel, slander, infringement of
copyrights or unauthorized use of trademark, trade name, or service ▇▇▇▇
arising out of the indemnifying Party's use or provision of Service; (ii)
claims for patent infringement arising from the use of the facilities or
equipment supplied by the indemnifying Party's containing or connecting
facilities to use ▇▇▇▇▇-▇▇▇.▇▇▇; (iii) claims of third parties for
damages and/or personal injuries arising out of the negligence or willful
act or omission of the indemnifying Party or its agents, servants,
employees, contractors representatives; and (iv) claims of third parties,
including patrons or Customers of the indemnifying Party, arising out of,
resulting from, or related to the indemnifying Party's resale or
attempted resale of the Service(s) under this Agreement.
18.0 SURVIVAL CLAUSES
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The provisions of Paragraph 15, 16, and 17 shall survive the
termination or expiration of this Agreement.
19.0 DEFAULT
19.1 A Party shall be deemed in default of this Agreement upon the
occurrence of any one or more of the following events: (i) the filing of
bankruptcy or making a general assignment for the benefit of creditors
which is not dismissed or set aside within sixty (60) days of filing;
(ii) a Party violates any applicable laws, statutes, ordinances, codes or
other legal requirements with respect to the Service and such
violation(s) are not remedied within ten (10) business days after written
notice thereof; or (iii) a Party fails to perform its obligations under
this Agreement and such nonperformance is not remedied within ten (10)
days in the case of payment obligations and otherwise within thirty (30)
days after notice thereof.
19.2 Inter-Tel shall grant customer thirty (30) days after any
written notice of default herein required other than payment obligations,
to cure any default. Should Customer fail to cure the default within the
time, Inter-Tel shall be entitled to suspend Service and/or terminate
this Agreement. Should Inter-Tel terminate this Agreement due to default
by Customer, all amounts owned Inter-Tel shall become immediately due and
payable.
19.3 A party shall be deemed to be in default if, without thirty
(30) days written notice, any act or failure to act by the party with
respect to its network causes or allows to be caused a cessation of
operations of that network in such a manner that the other party cannot
terminate usage over the defaulting party's network for a period in
excess of twelve (12) hours. In such event, the defaulting party shall
be responsible for the non defaulting party's losses to the extent
necessary to terminate such usage over any other viable transmission
means for said thirty day period.
20.0 AMENDMENT
No amendment of this Agreement shall bind either party hereto unless
reduced to writing and signed by authorized representatives of the
respective parties.
21.0 LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, OR TO ANY OTHER
ENTITY OR INDIVIDUAL, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR
PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION,
ANY LOST PROFITS OR REVENUES, REGARDLESS OF THE FORESEEABILITY THEREOF.
Customer acknowledges and agrees that any product hardware or
software may or may not have been approved for sale of use in foreign
counties. The Customer agrees that any use or resale of the product into
a foreign country could require registry approval of such country.
Customer accepts full responsibility for complying with any and all of
such requirements or regulations for such product(s) prior to
distribution or use. Customer further agrees to indemnify and hold
harmless Inter-Tel from and against all claims, liability, damages and
expenses arising
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from any failure of Customer to obtain required approvals and/or to
comply with any and all such regulations prior to distribution or use in
a foreign country.
22.0 ENTIRE AGREEMENT
This Agreement embodies the entire agreement and understanding
between the parties hereto relative to the subject matter hereof and
there are no understandings, agreements, conditions or representations,
oral or written, expressed or implied, with reference to the subject
matter hereof that are not merged herein or superseded hereby.
23.0 JURISDICTION AND VENUE
This Agreement shall be construed and enforced in accordance with
the laws of the State of Arizona. Should a dispute occur between the
parties hereto arising out of or in relation to implementation of this
Agreement, the parties hereto agree that venue of the dispute shall be in
Maricopa County, Arizona and that substantive and personal jurisdiction
shall exist over the parties by virtue of the fact that payments are due
in Phoenix, Arizona.
24.0 FORCE MAJEURE
Except as to the payment of monies pursuant to this Agreement, each
party to this Agreement shall be excused from performance hereunder for
any period of time and to the extent that it is prevented from performing
any of its obligations pursuant hereto, in whole or in part, as a result
of delays caused by the other party or by an act of God, fire, explosion,
transportation, contingencies, unusually severe weather, quarantine,
restriction, epidemic, natural catastrophe, war, civil disturbance, acts
of the government of the United States or of any State or governmental
agency or official thereof, court order, labor dispute or shortage,
third-party nonperformance, or other cause, events or circumstances
beyond its reasonable control, and such nonperformance shall not be a
default under this Agreement nor a ground for termination of this
Agreement as long as the excused party makes reasonable efforts to
remedy, if and to the extent reasonably possible, the cause for such
nonperformance.
25.0 TAXES
Each Party shall be fully responsible for the payment of any and all
ad valorem, property, franchise, gross receipts, excise, access, bypass,
sales or other local, state or federal taxes or charges applicable to
property owned by it and for taxes on its net income. Customer agrees to
any sales, use, gross receipts, excise, access, bypass or other local,
state and federal taxes or charges applicable to the provisioning or sale
of the Service provided by ▇▇▇▇▇-▇▇▇.▇▇▇. Any taxes to be paid by
Customer shall be separately stated on the invoice. Prices shall not
include any taxes for which Customer has furnished a valid exemption
certificate.
26.0 REGULATIONS
Each Party represents that it is not aware of any facts that would
justify a complaint to the Federal Communications Commission or any state
regulatory authority concerning the prices, terms or conditions of the
transactions contemplated by this Agreement. The Parties also agree that
in the event a decision by a telecommunications regulatory authority at
the federal, state, or local level necessitates modifications in this
Agreement, the Parties will negotiate in good faith to modify this
Agreement in light of such decision.
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27.0 MISCELLANEOUS
27.1 This Agreement does not appoint either Party as the agent or
legal representative of the other Party and does not create a partnership
or joint venture between Customer and ▇▇▇▇▇-▇▇▇.▇▇▇. Neither Party shall
have any authority to make any agreement for or bind the other Party in
any manner whatsoever except as set forth on Schedule B. This Agreement
confers no rights of any kind upon any third party.
27.2 The failure of either Party to give notice of default or to
enforce or insist upon compliance with any of the terms of conditions of
this Agreement shall not be considered the waiver of any other term or
condition, or of future compliance of the terms of this Agreement.
27.3 If any part of any provision of this Agreement or any other
agreement, document or writing given pursuant to or in connection with
this Agreement shall be invalid or unenforceable under applicable law,
such part shall be ineffective to the extent of such invalidity only,
without in any way affecting the remaining parts or provisions of this
Agreement.
27.4 ▇▇▇▇▇-▇▇▇.▇▇▇ may terminate this Agreement without liability
if: (i) the facilities used to provide Service are taken by exercise of
condemnation or eminent domain; or (ii) the ▇▇▇▇▇-▇▇▇.▇▇▇ facilities
shall, in ▇▇▇▇▇-▇▇▇.▇▇▇'s reasonable judgment, be made inoperable and
beyond economically or technologically feasible repair.
27.5 Acceptance of this Agreement is contingent upon signature by a
representative of Inter-Tel only authorized to execute this Agreement.
27.6 This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, and when taken together shall
constitute one document.
27.7 In the event that suit is brought and an attorney is retained
by either Party to enforce the terms of this Agreement or to collect any
money as due hereunder or to collect any money damages for breach hereof,
the prevailing party shall be entitled to recover, in addition to any
other remedy, the reimbursement for reasonable attorney's fees, court
costs, costs of investigations and other related expenses incurred in
connection therewith.
27.8 The parties agree not to disclose any of the items and
conditions of this Agreement without the express written consent of the
other party, except as may be required by law or governmental rule or
regulations, or to establish either party's rights under this Agreement,
provided, however, that if one party seeks to disclose for reasons not
requiring the other party's consent, that party will limit the disclosure
to the extent required, will allow the other party to review the
information disclosed and will apply where available, for
confidentiality, protective orders and the like. Any review under this
paragraph will not be construed to make the reviewing party responsible
for the content of any disclosure.
28.0 ASSIGNMENT
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The Customer may not assign this Agreement without the prior written
consent of Inter-Tel, which shall not be reasonably withheld. Any such
assignment of this Agreement by Customer without consent shall be null
and void.
29.0 NOTICES.
Notices under this Agreement shall be in writing and delivered by
certified mail, return receipt requested, to the persons whose names and
business addresses appear below and such notice shall be effective on the
date of receipt, or refusal of delivery, by the receiving Party.
If to ▇▇▇▇▇-▇▇▇.▇▇▇ (except billing disputes)
Attention: President
▇▇▇▇▇-▇▇▇.▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Billing Disputes:
Attention: Vice President, Finance
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If to Customer:
___________________________
___________________________
___________________________
Service Request or Modifications or Cancellations:
Attention: Director, Customer Service
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30.0 FINAL AGREEMENT
This Agreement sets forth the entire understanding of the parties
and supersedes any and all prior agreements, arrangements or
understanding related to the Services described herein, and no
representation, promise, inducement or statement of intention has been
made by either party, which is not embodied herein. Inter-Tel shall not
be bound by any agent's or employee's representations, promises or
inducements not set forth herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives on the day and year
first above written.
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Customer
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Its Director of Sales ▇▇▇▇▇-▇▇▇.▇▇▇ Its ▇▇▇▇ ▇▇▇▇▇
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Date 7/1/98 Date 7/1/98
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/s/ ▇▇▇▇ ▇▇▇▇▇▇
Vice President
October 21, 1998
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