SA#ICC972901
WORLD COM [LOGO]
WORLDCOM PRIVATE LINE SERVICE
(REVENUE PLAN)
This Application for Data Services (the "Agreement") is made by ICON CMT CORP.,
("Customer"), a Delaware corporation with its principal office at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ("Customer"), and WORLDCOM, INC., a
Georgia corporation ("WorldCom"), for service described below.
1. SERVICE: Interexchange telecommunications service (the "Private Line
Service") will be provided by WorldCom pursuant to the applicable of WorldCom
Network Services, Inc. d/b/a WilTel Network Services, Inc., a wholly owned
subsidiary of WorldCom, (the "tariffs"). The Tariffs provide terms and
conditions of the Service which include, but are not limited to, taxes, credit
approval procedures, Customer credits, termination liability, and limitations
with respect to the assignment of the Service. The tariffs may be modified from
time to time by WorldCom in accordance with law and thereby affect the Private
Line Service furnished to Customer.
2. TERMS AND CONDITIONS: The parties agree that the terms and conditions of
this Agreement shall supplement, or to the extent they are inconsistent with the
Tariffs, supersede the terms and conditions of the Tariffs.
3. REVENUE PLAN COMMITMENT SERVICE TERM/COMMENCEMENT:
Minimum Monthly Commitment: $50,000.00
(Based on Customer's monthly Qualifying Charges before the application of
discounts.)
Customer Commitment Period: Thirty-Six (36) Month(s)
Commencement Date: For the purpose of this Agreement, the "Commencement
Date" will be the next billing cycle following the date this Agreement has been
fully executed by both parties and Customer has received a satisfactory credit
review and approval from WorldCom's Credit Department, and all security
documentation, if any, required by WorldCom has been properly executed and
delivered to WorldCom (collectively, the "Credit Review").
Commitment Commencement Date: is to be three (3) months following the
Commencement Date above
Commitment Ending Date: is to be thirty-six (36) months following the
Commitment Commencement Date above
4. LETTER OF AGENCY ("LOA"): The Undersigned [duly authorized representative
of Customer] hereby authorizes WorldCom, if requested by Customer, to provision
Customer's Local Access. This LOA supersedes all previous LOAs and shall remain
in effect until canceled by Customer in writing.
5. PROPRIETARY INFORMATION:
(a) Confidential Information: The parties understand and agree that the
terms and conditions of this Agreement, all documents referenced and invoices to
Customer for Service provided hereunder, communications between the parties
regarding this Agreement or the Service to be provided hereunder (including
price quotes to Customer for any Service proposed to be provided or actually
provided hereunder), as well as such information relevant to any other agreement
between the parties (collectively "Confidential Information"), are confidential
as between Customer and WorldCom.
(b) Limited Disclosure: A party shall not disclose Confidential Information
unless subject to discovery or disclosure pursuant to legal process, or to any
party other than the directors, officers, and employees of a party or a party's
agents including their respective brokers, lenders, insurance carriers or bona
fide prospective purchasers who
Terms and conditions contained herein will be offered
for fifteen (15) days from January 29, 1997
Mail to: Sales Contract Admin., WorldCom, Inc.,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
have specifically agreed in writing to nondisclosure of the terms and conditions
hereof. Any disclosure hereof required by legal process shall only be made after
providing the non-disclosing party with notice thereof in order to permit the
non-disclosing party to seek an appropriate protective order or exemption.
Violation by a party or its agents of the foregoing provisions shall entitle the
non-disclosing party, at its option, to obtain injunctive relief without a
showing of irreparable harm or injury and without bond.
(c) Press Releases: The parties further agree that any press release,
advertisement or publication generated by a party regarding this Agreement, the
Service provided hereunder or in which a party desires to mention the name of
the other party or the other party's parent or affiliated company(ies), will be
submitted to the non-publishing party for its written approval prior to
publication.
(d) Survival of Confidentiality: The provisions of this Section 5 will be
effective as of the date of this Agreement and remain in full force and effect
for a period which will be the longer of (i) one (1) year following the date of
this Agreement, or (ii) one (1) year from the termination of all Service
hereunder.
6. PRICING: (a) Rates for domestic Private Line Service during the Service
Commitment Period are as described in the applicable Tariffs. Discounts for
domestic Private Line Service shall be as described below.
(b) Rates and discounts for International Private Line Service shall be as
set forth in WorldCom's Service Orders.
A. WORLDCOM PRIVATE LINE - DS-0 PRICE SCHEDULE
(based on THREE (3) years/$50,000 Total Minimum Monthly Commitment)
Monthly Volume DS-0 Discount Schedule
-------------- ----------------------
$45,000 - $54,999 17%
$55,000 - $69,999 18%
$70,000 - $84,999 19%
$85,000 - $99,999 20%
$100,000 & OVER 21%
B. WORLDCOM PRIVATE LINE - FT-1 PRICE SCHEDULE
(based on THREE (3) years/$50,000 Total Minimum Monthly Commitment)
Monthly Volume FT-1 Discount Schedule
-------------- ----------------------
$50,000 - $59,999 25%
$60,000 - $69,999 26%
$70,000 - $79,999 27%
$80,000 - $89,999 28%
$90,000 - $99,999 29%
$100,000 & OVER 30%
Multi-Channel Discounts
# Channels Discounts
----------------------- ---------
2-3 7.5%
4-7 15.0%
8-11 20.0%
12 & OVER 35.0%
Terms and conditions contained herein will be offered
for fifteen (15) days from January 29, 1997
Mail to: Sales Contract Admin., WorldCom, Inc.,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
C. WORLDCOM PRIVATE LINE - DS-1 PRICE SCHEDULE
(based on THREE (3) years/$50,000 Total Minimum Monthly Commitment)
Monthly Volume DS-1 Discount Schedule
-------------- ----------------------
$50,000 46%
D. WORLDCOM PRIVATE LINE - DS-3 DISCOUNT SCHEDULE
(based on THREE (3) years/$50,000 Total Minimum Monthly Commitment)
Monthly Volume DS-3 Discount Schedule
-------------- ----------------------
$50,000 35%
IN WITNESS WHEREOF, the parties have signed this Agreement and the individuals
signing below warrant and represent that they have the full legal and regulatory
authority to enter into this Agreement for and on behalf of the respective
parties.
WORLDCOM, INC. ICON CMT CORP.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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(Authorized Signature) (Authorized Signature)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
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(Print Name) (Print Name)
2/11/97 2/5/97
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(Date Received) (Date Signed)
Terms and conditions contained herein will be offered
for fifteen (15) days from January 29, 1997
Mail to: Sales Contract Admin., WorldCom, Inc.,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇