Exhibit 10.15
Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange Commission pursuant to Rule
406 of the Securities Act of 1933, as amended.
MANAGED DATA NETWORK SERVICES AGREEMENT
(Final: Dated September 17, 1996)
BETWEEN
SCITOR INTERNATIONAL TELECOMMUNICATIONS SERVICES, INC.
AND
I-PASS ALLIANCE, INC.
CONTRACT REFERENCE NO: MDNS/US/IPAS/09/96/99
This Agreement is entered into as of this 17th day of September, 1996 by and
between:
SCITOR INTERNATIONAL TELECOMMUNICATIONS SERVICES, INC., a company incorporated
under the laws of the State of Delaware, whose principal place of business is
located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇,
hereinafter referred to as ("Scitor ITS"); and
I-PASS ALLIANCE, INC., a company incorporated under the laws of the State of
California, whose principal place of business is located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
#▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ hereinafter referred to as ("Customer").
RECITALS:
WHEREAS, Customer desires to obtain certain managed data network services from
Scitor ITS in order to enable data communications from, to and between certain
of Customer's offices worldwide;
WHEREAS, the Parties desire to specify the terms and conditions under which
Scitor ITS will provide the Service to Customer;
NOW, THEREFORE, in consideration of the premises and mutual undertakings
hereinafter set forth, the Parties, intending to be legally bound, hereby agree
as follows:
1. DEFINITIONS
1.1 In this Agreement, including the Attachments and Schedules which are by
this reference incorporated herein, the following words and expressions
shall have the following meanings:
1.1.1 "ASSOCIATED COMPANY" shall mean any company controlling,
controlled by or under common control of either of the
Parties;
1.1.2 "CCITT" shall mean the International Telegraph and Telephone
Consultative Committee;
1.1.3 "COMMISSIONING TESTS" shall mean the commissioning tests and
procedures to be carried out by Scitor ITS in order to
commission the services as specified in Attachment 4;
1.1.4 "CUSTOMER EQUIPMENT" shall mean X.25 pads or LANAS routers
used for access to Scitor ITS Network and to utilize the
Service;
1.1.5 "DATE OF CONNECTION" shall mean the date of the physical
connection and commissioning of the Service at each of the
Locations;
1.1.6 "DOLLARS" or "$" shall mean United States Dollars;
1.1.7 "DTE" shall mean Data Terminating Equipment;
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1.1.8 "EFFECTIVE DATE" shall mean the date first above written;
1.1.9 "EQUIPMENT" shall mean the communications equipment, cables
and connectors which may be supplied by Scitor ITS to Customer
under this Agreement;
1.1.10 "CUSTOMER FACILITIES" shall mean all such equipment and
communications lines, including any public data networks or
Customer Equipment required by Customer to access the Network
(other than Tail Circuits, Equipment and Software which Scitor
ITS supplies to Customer pursuant to Clause 5.2) magnetic
media, programs, software and other facilities, including the
provision of personnel, required by Customer for its use of
the Service;
1.1.11 "FORCE MAJEURE" shall mean an event the result of which causes
a Party's failure or delay in performance due to circumstances
beyond the that Party's reasonable control including, but
without limitation to the foregoing, labor disputes, strikes,
lock-outs, shortages of or liability to obtain labor, energy
components, raw materials or supplies, war or act of war,
riot, insurrection, epidemic, act of God or governmental
action not the fault of the non-performing Party.
1.1.12 "FRAME RELAY" shall mean a high speed switched data service
accessing the Network via a permanent leased digital Tail
Circuit supporting the transfer of bi-directional Frame Relay
frames between terminating equipment at Locations and Scitor
ITS' Frame Relay service port on the Network.
1.1.13 "INITIAL TERM" shall mean forty (40) months from the Effective
Date of this Agreement;
1.1.14 "LOCATIONS" shall mean Customer's locations to be provided
with the Service as listed in Attachment 2;
1.1.15 "NETWORK" shall mean Scitor ITS's communications processors,
related equipment, and circuits used by Scitor ITS for the
provision of the Service, but excluding Tail Circuits to
Locations, public data networks and any terminal equipment
including the Equipment sited at Locations;
1.1.16 "NODE" shall mean a node of the Scitor ITS Network to which a
Tail Circuit is to be connected for the purposes of rendering
the Service to Customer (dedicated leased line connections
only) such Nodes being deployed at such times and places as
determined by Scitor ITS;
1.1.17 "PARTIES" shall mean Scitor ITS and Customer; "Party" shall
mean either Scitor ITS or Customer as the context requires;
1.1.18 "PTT" shall mean a governmental or non-governmental entity or
authority which is empowered to own or lease and operate
telecommunications circuits or other capacity and to lease
said circuits or capacity to parties such as Scitor ITS;
1.1.19 "PUBLIC X.28" shall mean Scitor ITS' shared public rotary X.28
dial up service.
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1.1.20 "SERVICE" shall mean Frame Relay, X.25, X.28, LAN Access and
other data communications services and all related and
ancillary services thereto, or any of same, including the
provision of Equipment and Software, all as more fully
described in Attachment 1:
1.1.21 "SITA" shall mean Societe Intemationale de Telecommunications
Aeronautiques;
1.1.22 "SOFTWARE" shall mean the software programs and each and every
component thereof, as amended from time to time, including all
developments, versions or releases thereof whether existing
now or becoming available in the future, and all related
documentation, which may be supplied by Scitor ITS in
connection with the provision of the Service, whether integral
to the Equipment or otherwise;
1.1.23 "SUB-CONTRACTOR" shall mean an Associated Company of Scitor
ITS or otherwise a third party whose identity has been
notified to Customer;
1.1.24 "TAIL CIRCUIT" shall mean a telecommunications circuit or
other capacity leased from the relevant telecommunications
authorities (PTTs) and which permits the connection of a
Location to the nearest Scitor ITS Network node;
1.1.25 "X.25" shall mean a synchronous protocol utilized to effect
managed data network services.
2. SCOPE AND PURPOSE OF AGREEMENT
This Agreement, including the Attachments, and Schedules, governs the
terms and conditions upon which Scitor ITS shall render the Service to
Customer. This Agreement is for the benefit of Customer only and in no
event shall Customer be entitled to resell the Service to any third
party. Scitor ITS reserves the right to refuse any request for Service
at any Location or country or to immediately suspend or terminate any
Service if Scitor ITS has reasonable grounds for suspecting that such
request for, or provision of Service is not in accordance with this
Clause 2. In no event shall Customer be authorized to connect any other
communications network to the Network, with the exception of the
Customer Equipment, whether directly or indirectly or whether via
Equipment or any other terminal equipment not supplied by Scitor ITS.
Breach of this Clause 2 by Customer shall be considered a material
breach of this Agreement.
3. TERM AND TERMINATION
3.1 This Agreement shall become effective on the Effective Date and, except
as provided under Clauses 3.2 or 3.3 below, shall continue in full
force and effect for the Initial Term. Thereafter, this Agreement shall
be automatically renewed for successive periods of 12 months unless
either Scitor ITS or Customer gives to the other Party written notice
of its intention to terminate this Agreement at least 60 days prior to
the end of the Initial Term or any renewal thereof.
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3.2 Either Party may terminate this Agreement by notice in writing to the
other Party forthwith in any of the following events:
3.2.1 if the other Party is guilty of any material breach,
non-observance or non-performance of its obligations hereunder
or any of them and does not remedy the same (if it is capable
of remedy) within 14 days of written notice of such failure or
breach being given by the non-defaulting Party;
3.2.2 if an order is made or an effective resolution is passed for
the dissolution or winding up of the other Party except for
the purposes of an amalgamation, merger or reconstruction;
3.2.3 if an encumbrancer takes possession or a receiver is appointed
over the whole or any part of the undertaking or assets of the
other Party;
3.2.4 if the other Party becomes insolvent or makes any special
arrangements or any special assignment for the benefit of its
creditors, or is the subject of a voluntary or involuntary
filing under the bankruptcy laws of any jurisdiction.
3.3 On termination of this Agreement for whatever reason each Party will
return to the other forthwith any and all property of whatever kind and
nature provided under this Agreement and belonging to the other.
3.4 Termination of this Agreement for any cause shall not affect any rights
or obligations of the Parties in relation to anything done prior to
such termination and the provisions of this Agreement shall continue to
bind the Parties insofar and so long as may be necessary to give effect
to such rights and obligations.
4. PROVISION OF SERVICE
4.1 Customer shall negotiate and conclude contracts with Customer Equipment
suppliers wherein such contracts include the provision of the Services.
Customer shall be solely responsible for all risks and expenses
incurred in connection with its activities under this Agreement and for
itself with Customer Equipment suppliers for the purpose of
provisioning the Services and act in all respects on its own account,
including, but not limited to, technical support, project management
and help desk services. Customer shall procure under Customer Equipment
suppliers contracts that all Customer Equipment suppliers will comply
with all obligations of Customer under this Agreement.
4.2 Scitor I-TS shall provide and Customer shall obtain from Scitor ITS,
the Service specified in Attachment 1, subject to payment of the
charges specified in Attachment 2.
4.3 Scitor ITS reserves the right to control, direct and establish
procedures for the use of the Service and Customer agrees to follow the
reasonable instructions and procedures of Scitor ITS with respect to
the use of the Service. Scitor ITS also reserves the right to make
operational changes to the Service, including Customer identification
procedures, types of terminal equipment permitted to access the
Service, system programming languages, administrative and operational
algorithms, apparatus comprised in any
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network used to deliver the Service, and designation of particular
addresses, provided that in the exercise of its rights under this
Clause 4.2, Scitor ITS shall not materially adversely affect the
Service provided to Customer nor cause Customer to incur increased
charges.
4.4 Recognizing the rapidly changing telecommunications environment and the
evolving area of telecommunications law, both Parties shall actively
monitor and ensure that its operations, including the connection of any
apparatus, Equipment or Customer Equipment to any network used to
deliver the Service, are in full compliance at all times with the
applicable telecommunications, data protection, or other laws,
regulations, and licenses (including, but not limited to, the
requirements and limitations associated with the provision of voice
service over frame relay) in each jurisdiction in which Customer uses
the Service or Scitor ITS provides the Service. Customer will obtain
any necessary regulatory approvals and licenses, and upon reasonable
request from Scitor ITS, Customer will provide evidence of said
regulatory approvals and licenses to Scitor ITS.
4.5 Any terminal, Customer Equipment or other computer equipment used to
gain access to the Service must be approved by Scitor ITS prior to its
connection to the Network. Scitor ITS reserves the right to immediately
disconnect (or require the disconnection of) any such equipment in
breach of this provision.
4.6 "Customer shall nominate a representative ("Network Project Manager")
and a deputy on either of whose authority Scitor ITS may rely in its
relationship with Customer.
4.7 Scitor ITS shall put in place, and thereafter maintain for the term of
this Agreement, reasonable security to protect Customer's computer
stored data transmitted over the Network from unauthorized access and
disclosure other than as permitted by the terms of this Agreement or to
anybody having statutory authority to require Scitor ITS to make
disclosures.
4.8 Customer shall be responsible for obtaining and maintaining the
Customer Facilities. Neither Scitor ITS nor its agents or
Sub-Contractors shall have any responsibility for or liability with
respect to the Customer Facilities, including, but not limited to, the
use, operation or performance of such Customer Facilities.
4.9 It is understood that the provision of adequate comprehensive liability
insurance to protect Scitor ITS/SITA or Associated Companies of Scitor
ITS from all forms of property damage, bodily injury and death, in all
Locations where Customer Equipment is co-located with Scitor ITS/SITA
or Associated Companies of Scitor ITS shall be provided by Customer.
Said insurance shall be evidenced by Customer providing to Scitor ITS a
certificate of insurance naming Scitor ITS/SITA or Associated Companies
of Scitor ITS as additional insured with a minimum of thirty (30) days
notice of cancellation.
5. SUPPORT SERVICES
5.1 Scitor ITS shall provide for the benefit of Customer the help desk
facilities at certain locations as notified by Scitor ITS, in order
that Customer may obtain technical advice and guidance on the operation
and use of the Service. Customer understands that the
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location of the help desk facilities is subject to reasonable change at
any time. These help desk facilities will be available 24 hours a day,
7 days a week, to answer all service related queries to Customer
designated personnel. Scitor ITS shall use its reasonable endeavors to
respond to Customer promptly on any query which is Service related.
5.2 Scitor ITS shall provide Tail Circuit management Service for all Tail
Circuits requested by Customer. Tail Circuit management services
comprise:
5.2.1 ordering (where legally able to do so) and managing of the
connection of Tail Circuits, modems and other communications
equipment from the relevant PTTs or other third party vendors
as applicable;
5.2.2 testing and acceptance of Tail Circuits, modems and other
communications equipment;
5.2.3 Tail Circuit fault reporting and coordination of restoration
upon Scitor ITS becoming aware of a fault;
5.2.4 payment to PTTs and other third party vendors in local
currency on Customer's behalf, where applicable (but this
service does not affect Customer's liability with respect to
such Tail Circuits, modems or other communications equipment
and all sums paid by Scitor ITS to PTTs or other third party
vendors in respect thereof shall be reimbursed by Customer as
more fully described in Attachment 2).
5.3 It is acknowledged by Customer that in providing the Service under this
Agreement, Scitor ITS will be carrying out various project management
tasks as agreed by Customer. Customer hereby agrees to pay Scitor ITS
for all project management agreed in advance by Customer, in accordance
with the charges specified in Attachment 2. Project Management shall
include, without limitation, creation and agreement of critical path
schedules, liaison with Customer's Network Project Manager,
implementation and configuration of all Network connections and overall
management of Customer's account.
5.4 Scitor ITS shall put in place as soon as possible following the
Effective Date of this Agreement, appropriate escalation procedures to
facilitate the prompt and orderly resolution of any problems.
6. EQUIPMENT
6.1 Scitor ITS shall connect the Equipment at the Locations (if requested
by Customer) on dates to be agreed by the Parties. Scitor ITS shall
provide reasonable notification of the date of connection and shall
connect at times to be agreed by the Parties. Should connection require
the removal or disconnection of any existing equipment of Customer,
Customer shall permit, and obtain all necessary consents for, such
removal or disconnection and shall give Scitor ITS all necessary
assistance to enable such work to be carried out.
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6.2 On the date of connection of the Equipment, Scitor ITS shall commission
the Equipment, which on successful commissioning shall be turned over
to the Customer for Acceptance Testing. For the purpose of this Clause
6.2, "successful commissioning" shall mean that Scitor ITS shall have
checked, powered up, and then carried out manufacturer's initialization
tests on the Equipment as confirmed by Customer in writing by the
Customer's or the Associated Company's Network Project Manager.
Customer shall have fifteen (15) days following successful
commissioning to test the Equipment to ensure that the Equipment is
functioning according to the specifications as set forth in Exhibit 1
to Attachment 4 and is installed correctly ("Test Period"). Customer
shall inform Scitor ITS in writing of any non-conformance during this
period and Scitor ITS upon notification shall promptly correct such
non-conformance. If Scitor ITS is unable to correct such
non-conformance within thirty (30) days then the Customer may elect to
cancel the Service at the affected Location without further obligation
to Scitor ITS, If the Customer fails to provide Scitor ITS with notice
within the Test Period, the Equipment shall be deemed accepted by the
Customer. The date of acceptance shall be either the date Customer
provide written notice of acceptance or fifteen (15) days after
successful commissioning, whichever is earlier.
6.3 The rental period shall commence on the date of acceptance of the
Service pursuant to Clause 12 and shall thereafter continue in
accordance with the term of this Agreement.
6.4 The rental and any other charges shall be as specified in Attachment 2.
6.5 The Equipment shall at all times remain the sole and exclusive property
of Scitor ITS or its Sub- Contractors and Customer shall have no rights
or interest in the Equipment except for quiet possession and the right
to use the Equipment under the terms and conditions of this Agreement.
6.6 Customer shall have the following additional obligations with respect
to the Equipment:
6.6.1 not to sell, assign, sub-let, pledge or part with possession
or control of or otherwise deal with the Equipment or any
interest therein;
6.6.2 not to change, remove or obscure any labels, plates, insignia,
lettering or other markings which are on the Equipment at the
time of connection thereof or which may thereafter be placed
on the Equipment by Scitor ITS or by any person authorized by
Scitor ITS;
6.6.3 to keep the Equipment free from distress, execution or any
other legal process;
6.6.4 not to move the Equipment from the Location to which it was
delivered and connected without Scitor ITS's prior written
consent;
6.6.5 not to use the Equipment or permit the same to be used
contrary to any law or any regulation for the time being in
force.
6.7 Customer shall have full responsibility for the upkeep of the
Equipment. For the purpose of this Clause 6.7, "responsibility for
upkeep" shall mean that Customer shall:
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6.7.1 ensure that proper environmental conditions as recommended by
the manufacturers are maintained for the Equipment and that
the exterior surfaces are kept clean and in good condition;
6.7.2 not make any modifications to the Equipment;
6.7.3 not use in conjunction with the Equipment any accessory,
attachment or additional equipment other than that which has
been supplied by or approved in writing by Scitor ITS.
6.8 Upon termination or expiry of this Agreement, Customer shall surrender
possession of the Equipment in good order, repair and condition, to
Scitor ITS, fair wear and tear excepted.
6.9 Scitor ITS shall ensure that the Equipment is at the time of
commissioning, and remains during the term of this Agreement, in good
working order. If a Service fault occurs which has been caused by a
failure in the Equipment, Scitor ITS shall restore or repair the
Service as soon as practicably possible to the affected Location
following such notification. Scitor ITS further agrees that a Scitor
ITS Sub-Contractor will, if necessary as determined by Scitor ITS,
arrive at the affected Location and commence any remedial activities
within 4 working hours of notification, provided the notification is
received, and the call-out can be made during the normal business day
of the Scitor ITS Sub-Contractor nearest to the affected Location, and
provided, also that the affected Location is within a 45 mile radius of
said center ("Normal Service"). Remedial service on Equipment other
than Normal Service shall be carried out by Scitor ITS through its
Sub-Contractors as soon as is practicably possible, taking into account
availability of service personnel, the time and date of Customer's
notification and the country concerned.
6.10 Scitor ITS shall not be responsible for Service faults, nor shall
Scitor ITS be obliged to comply with its obligations under Clause 6.9,
if such faults occur as a result of: (a) damage to the Equipment during
transport activity or connection carried out by Customer or any third
party other than as authorized by Scitor ITS; (b) interventions other
than normal interventions carried out by non Scitor ITS personnel; (c)
modifications, to the Equipment which have not been approved by the
Equipment manufacturer or carried out by personnel unapproved by Scitor
ITS; (d) improper treatment to the Equipment, failure to meet the
Equipment manufacturer's specifications, or environmental conditions;
or (e) accident or negligence on the part of Customer or any Force
Majeure event. Any site visits or repairs made necessary by the events
specified in this Clause 6.10 shall be subject to prior agreement by
Scitor ITS and may cause Customer to incur increased charges for the
Service at the affected Location, such charges to be commensurate with
the cost to Scitor ITS of restoring or repairing the Service.
7. SOFTWARE
Customer is hereby granted non-exclusive and non-transferable licenses
to use Software strictly in performing this Agreement. The Software and
any intellectual property rights of whatever nature in the Software are
and shall remain vested in Scitor ITS or an
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Associated Company of Scitor ITS and nothing contained in this
Agreement shall convey any ownership interest in the Software to
Customer. Customer acknowledges that the provision of Software is made
by Scitor ITS strictly for use in conjunction with the Service and
Customer agrees not to produce, copy, alter, modify, or add to the
Software or any part thereof, nor to attempt or to allow a third party
to attempt to reverse engineer, translate or convert the Software from
machine readable to human readable form, except as permitted by
applicable law.
8. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
8.1 It is understood and agreed by Customer that all intellectual property
rights in the computer programs utilized by Scitor ITS in relation to
the Service, and the Network are either licensed to or the property of
Scitor ITS and nothing contained in this Agreement shall be deemed to
convey title or ownership interest therein to Customer.
8.2 Subject to this Clause 8.2, Scitor ITS warrants that the Service will
not infringe third party intellectual property rights in any country
where the Service are provided to Customer. If Scitor ITS breaches this
warranty it will defend Customer against any claim in respect of any
infringement or alleged infringement and will pay resulting costs and
damages finally awarded by a court, provided that Customer: (a)
promptly notifies Scitor ITS in writing of the claim and; (b) gives
Scitor ITS sole control of the defense and all related settlement
negotiations. Scitor ITS will either procure the right for Customer to
continue using the Service (including the part of the Service that has
infringed) or offer alternative Service so that they become
non-infringing, at no cost to Customer. Scitor ITS will have no
liability for any claim based upon the combination, operation or use of
the Service with equipment, data or software not supplied by Scitor ITS
if the cause of the infringement cannot be clearly identified.
Notwithstanding anything else contained in this Clause 8.2, in no event
shall Scitor ITS's liability to Customer in respect of Equipment or
software not proprietary to Scitor ITS or an Associated Company of
Scitor ITS exceed any intellectual property infringement warranties
provided to Scitor ITS or an Associated Company of Scitor ITS by third
party equipment and software suppliers.
8.3 Customer and Scitor ITS acknowledge that they will receive confidential
information and trade secrets ("Confidential Information") from each
other in connection with this Agreement. Confidential Information shall
be deemed to include all the information each Party receives from the
other Party, except anything designated as not confidential. Customer
and Scitor ITS agree to maintain the secrecy of the Confidential
Information and agree neither to use it (except for the purposes of
performing hereunder) nor to disclose it to anyone outside Customer or
Scitor ITS or to anyone within Customer and Scitor ITS who does not
have a need to know it in order to perform under this Agreement.
Confidential Information shall not include any information which is
publicly available at the time of the disclosure or subsequently
becomes publicly available through no fault of Customer or Scitor ITS
or is rightfully acquired from a third party who is not in breach of an
agreement to keep such information confidential.
9. CHARGES AND PAYMENT
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9.1 All charges shall be invoiced by Scitor ITS to Customer in Dollars,
monthly in advance unless otherwise provided in Attachment 2, and shall
be payable, in Dollars, without deduction or set- off, within 30 days
of receipt of invoice by Customer. All other charges shall be invoiced
as incurred or monthly, in arrears, in Dollars and shall be payable, in
Dollars, without deduction or set-off, within 30 days of receipt of
invoice by Customer
9.2 All prices and charges stated are exclusive of value added tax, sales
tax, excise tax, gross receipts tax and any similar tax which may be
applicable thereto and Customer agrees to pay all such applicable
taxes.
9.3 Scitor ITS reserves the right to make a reasonable charge for any work
done by Scitor ITS which is attributable to Customer's failure to
perform any of its obligations under this Agreement, provided that such
work is necessary in the reasonable discretion of Scitor ITS and that
wherever feasible, Scitor ITS shall have notified Customer's Network
Project Manager in advance.
9.4 Reasonable charges for travel and subsistence (when not specifically
and expressly included in the Service) are separately payable by
Customer provided and to the extent that they have been agreed to in
advance by the Parties.
9.5 Failure to pay by Customer according to the terms of this Agreement
shall entitle Scitor ITS ,, without prejudice to its other rights and
remedies under this Agreement to:
9.5.1 charge interest on a daily basis from the original due date at
the rate of 4 percentage points above the Chase Manhattan
Bank's annual Prime Rate in force from time to time; and/or
9.5.2 suspend the Service, having given 14 days written notice of
its intention to do so, and Customer having failed to remedy
its payment default during that time.
9.6 There will be special pricing that applies to the Services up until
December 31, 1996. After that date the full rate pricing will be
charged, all as more fully described in the Schedule to Attachment 2.
10. EXCLUSIONS AND LIMITATIONS OF LIABILITY
10.1 Neither Party will be liable for delay in performing obligations or for
any failure to perform obligations if the delay results from
circumstances beyond the reasonable control of either Party.
10.2 EXCEPT AS EXPRESSLY CONTAINED IN THIS AGREEMENT, SCITOR ITS MAKES NO
WARRANTIES AND HEREBY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE WITH RESPECT TO THE SERVICE OR ANY EQUIPMENT OR SOFTWARE
PROVIDED UNDER OR IN RELATION TO THE AGREEMENT.
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10.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER
PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES HOWSOEVER ARISING INCLUDING, BUT NOT
LIMITED TO, ANY DAMAGES FOR LOST TIME, INCOME, REVENUE, CLIENTS
GOODWILL, PROFITS OR OTHER SIMILAR ITEMS. OR ANY BUSINESS INTERRUPTION
OF ANY KIND EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
10.4 In the event that data furnished by Customer, whether transmitted via
the Network or otherwise, is lost, destroyed or damaged due to the
negligence of Scitor ITS, its agents or employees, Customer's sole
remedy shall be the repair or replacement by Scitor ITS of such lost,
destroyed or damaged data, provided however that such repair or
restoration can reasonably be performed by Scitor ITS and provided,
further, that Customer furnishes Scitor ITS with all source data, in
machine readable form, necessary for such repair or restoration.
10.5 Subject to Clauses 10.3 and 10.4, and without prejudice to Customer's
obligation to pay any charges hereunder for Service rendered, the
Parties' maximum liability to each other under this Agreement is
limited in respect of each event or series of connected events as
follows:
[ * ] in respect of physical damage to or loss of tangible
property;
[ * ] in respect of all other events other than intentional acts
or acts of negligence by a Party, its employees or agents,
to the extent that such acts cause death of or injury to
persons.
10.6 The Parties' sole obligations and liabilities are as stated in this
Agreement and all other representations, conditions, warranties and
terms express or implied whether by statute, law or otherwise are
hereby excluded to the full extent permitted by law.
11. INDEMNITY
Customer hereby agrees to indemnify and hold Scitor ITS harmless, from
and against any and all claims, liabilities, losses, damages, costs,
expenses (including reasonable legal fees and other costs of litigation
or arbitration on an indemnity basis) [ * ]. This Clause 11 shall
survive any termination or expiration of this Agreement.
12. COMMISSIONING AND ACCEPTANCE OF SERVICE
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[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
12.1 Scitor ITS shall commission the Service at the Locations carrying out
the Commissioning Tests and procedures specified in Attachment 4.
12.2 Acceptance of the Service at a Location by Customer shall be on the
date that Scitor ITS has successfully completed said Commissioning
Tests or, in the case of X.28 dial-up shared public rotary service, on
the date Scitor ITS issues a network user identifier ("NUI") to
Customer.
13. CHANGE CONTROL PROCEDURES
All changes to the Service including, without limit to the generality
of the foregoing, connection upgrades and downgrades, reconfigurations
and new Service shall be as mutually agreed by the Parties and shall be
subject to the following change control procedures:
13.1 Customer shall submit to Scitor ITS a written request for
change which alters, amends, enhances, adds to or deletes from
the Service to be provided by Scitor ITS under this Agreement
(hereinafter referred to as an "RFC");
13.2 Scitor ITS shall evaluate each such RFC and shall within
fourteen (14) days following Scitor ITS's receipt of the RFC
submit a written response including Scitor ITS's ability to
provide any varied or new Service, and the cost impact upon
Customer in doing so;
13.3 upon receipt of Scitor ITS's response, Customer shall notify
Scitor ITS whether it wishes to proceed on the basis of the
terms and conditions set forth in Scitor ITS's response;
13.4 upon receipt of said notification from Customer that they wish
to proceed, Scitor ITS shall within sixty (60) days of the
original written request from Customer, commence performance
in accordance therewith;
13.5 for the purposes of this Agreement, each RFC duly accepted by
Scitor ITS and Customer shall constitute a supplement to this
Agreement and shall thus be automatically incorporated herein.
14. APPLICABLE LAW AND ARBITRATION
14.1 This Agreement and all matters regarding the interpretation and / or
enforcement hereof, shall be governed exclusively by the law of the
State of Georgia, except in so far as the federal law of the United
States of America may control any aspect of this Agreement in which
case federal law shall govern such aspect.
14.2 All disputes arising in connection with this Agreement shall be settled
exclusively by arbitration before a single arbitrator in Washington,
D.C. in accordance with the Commercial Arbitration Rules of the
American Arbitration Association. Each Party irrevocably consents to
personal jurisdiction and to ex parte action should any Party refuse to
participate in such proceedings. The arbitrator's award shall be final
and
Final Page 12 I-Pass
binding on all Parties and judgment on the award may be entered and the
award enforced in any court having jurisdiction thereof.
15. GENERAL
15.1 NOTICES: All notices under this Agreement shall be in writing addressed
to the Parties at their respective addresses stated on page 1 hereof,
or any subsequent address notified to the other Party following the
procedures set forth in this Clause 15.1. If sent by international
courier, notices shall be deemed to have been given 3 days after the
date of delivery by the Party giving notice the notice to the courier.
Notices hereunder may also be sent by facsimile to addresses and/or
numbers notified for the purpose pursuant to the procedures set forth
in this Clause 15.1, provided that the sending Party obtains
confirmation of the receipt of such notices from the recipient. If so
sent, such notices shall be deemed to have been given on the first
business day (in the country of receipt) after the date of
transmission.
15.2 ASSIGNMENT: Neither Party shall assign or otherwise dispose of this
Agreement or any part hereof or any benefit hereunder without the prior
consent in writing of the other Party, provided that:
15.2.1 Scitor ITS shall be entitled to assign or otherwise dispose of
this Agreement or any part hereof to an Associated Company of
Scitor ITS; and
15.2.2 Customer shall be entitled to assign or otherwise dispose of
this Agreement, or any part hereof to an Associated Company of
Customer, having received Scitor ITS's written consent, such
consent not to be unreasonably withheld or delayed.
15.3 NO WAIVERS: No failure or delay of either Party in exercising any
right, power, or privilege hereunder (and no course of dealing between
the Parties) shall operate as a waiver of any such right, power or
privilege. No waiver of any default on any one occasion shall
constitute a waiver of any subsequent default. No single or partial
exercise of any such right, power or privilege shall preclude the
further or full exercise thereof.
15.4 NO THIRD PARTY BENEFICIARIES, AGENCY OR PARTNERSHIP: The provisions of
this Agreement are solely for the benefit of the Parties. No other
parties, including Customer Associated Companies , invitees, members of
the general public and other third parties are intended to have nor
shall have any rights whatsoever under this Agreement, whether for
injury, loss or damage to persons or property, or for economic loss,
damage or injury otherwise. This Agreement is not intended to create a
joint venture or partnership between the Parties and neither Party is
authorized to act as the agent of the other.
15.5 INVALIDITY: If any term, provision, or clause of this Agreement or any
portion of such term, provision or clause is held invalid or
unenforceable, the remainder of this Agreement will not be affected
thereby and each remaining term, provision or clause or portion thereof
will be valid and enforceable to the full extent permitted by law.
15.6 FURTHER DOCUMENTS: Each Party agrees to execute such additional
documents as may be necessary or appropriate to accomplish the purposes
this Agreement.
Final Page 13 I-Pass
15.7 SUB-CONTRACTORS: Scitor ITS shall be entitled to subcontract any of its
obligations under this Agreement to Sub-Contractors but Scitor ITS
shall in all events be fully liable to Customer for the performance (or
lack of) of its Sub-Contractors under this Agreement.
15.8 ENTIRE AGREEMENT: This Agreement constitutes the entire agreement
relating to the Service and supersedes all previous oral or written
communications, proposals and agreements in respect thereof. This
Agreement may not be modified, except by supplements duly executed by
the Parties.
15.9 INTERPRETATIONS: In this Agreement unless otherwise stated (a) the
headings used in this Agreement are included for convenience only and
are not to be used in construing or interpreting this Agreement; (b)
any reference to the plural shall include the singular and any
reference to the singular shall include the plural; and (c) any
reference to an attachment, clause or to a schedule shall be an
attachment, clause or a schedule of this Agreement.
IN WITNESS WHEREOF, Scitor ITS and Customer have duly executed this
Agreement as of the day and year first above written.
SCITOR ITS CUSTOMER
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------- -----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇
---------------------------- -----------------------------
Title: Vice President & GM Title: President
---------------------------- -----------------------------
Final Page 14 I-Pass
ATTACHMENT 1 - DESCRIPTION OF SERVICE
The Service provided by Scitor ITS under this Agreement shall be as described in
this Attachment. Changes to the Service shall be mutually agreed by the Parties
(and in accordance with the procedures set forth in Clause 13) and shall be
incorporated herein by duly executed supplements.
1. OVERVIEW.
Scitor ITS shall provide Customer with an end to end managed data
network service, providing a complete end to end solution for the
interconnection of Customer's Local Area Network ("LAN") in the
Locations, and including connection to the Network (X.25 or Frame
Relay) to the SITA Mega Transport Network (MTN), provision and support
of routers, end to end Network management to include alarm monitoring,
configuration, problem diagnosis, and consolidated support of all
Network components. In order to maintain security of the Locations,
each of the routers provided will be configured with an access list.
Customer shall be provided with a VPN that shall be accomplished by
administration of the virtual private circuits as defined in the Frame
Relay service to prevent access to and from any site not specifically
authorized by the Customer. Access lists in the Customer's site routers
can be used to provide additional security as Customer deems necessary.
2. SPECIFIC CONNECTIONS
Scitor shall provide the specific connections at the Customer's request
and line speeds to the Network all as more fully described in the
schedules to Attachment 2 at the Locations listed in the schedule to
Attachment 3, and also the provision of routers, modems, and cables
(from the routers to the modems).
3. SOFTWARE
The Software under this agreement shall consist of software and
firmware integral to the Equipment.
4. LAN TO LAN ACCESS
LAN to LAN Access comprises the delivery, configuration, connection and
ongoing support of all routers, modems and cables to ensure LAN to LAN
connectivity between the Locations. As part of this service Scitor ITS
will configure the router network to provide optimum performance across
the Network. Each LAN protocol to be carded across the network will be,
in each case, tuned to ensure that only traffic for the wide area
network is passed from the LAN.
Final Attachment 1, Page 1 I-Pass
ATTACHMENT 2 - CHARGES
Scitor ITS shall provide Customer with the Service in the Locations and
in accordance with the charges all as set forth in the schedule to this
Attachment ("Schedule"). Scitor shall commence billing of fixed port
and CIR charges on the date of commissioning of the Service at any
Location and such charges will then be invoiced monthly in advance
until the date of termination or expiration of this Agreement; traffic
charges shall be invoiced monthly in arrears; connection and set up
charges will be added to the first months port charge, and NUI
administration charges shall be invoiced monthly in arrears. Customer
understands that the X.28 connections are Scitor ITS' asynchronous
public shared rotary dial-up Service.
1. PORT AND CIR CHARGES
The port and CIR charges applicable to the Locations shall be as
specified in the Schedule. All port and CIR charges are fixed for the
Initial Term. Scitor shall commence billing of fixed port charges on
the date of commissioning of the Service at any Location and such
charges will then be invoiced monthly in advance until the date of
termination or expiration of this Agreement.
2. CONNECTION AND DISCONNECTION CHARGES
The charges applicable for connections shall be as specified in the
Schedule and for disconnections shall be [ * ] per disconnected
Location. All such charges are one time charges payable in the case of
connections on the date of commissioning of the Service at a Location;
in the case of disconnections, such charges are payable on the date of
disconnection of the Location from the Network.
3. PROJECT MANAGEMENT CHARGES
Project Management charges applicable to this Agreement shall be as
specified in the "Schedule. All Project Management charges are one time
charges payable on the date of commissioning of the Service at a
Location.
4. TAIL CIRCUIT CHARGES
Tail Circuit charges shall be as notified by Scitor ITS. Tail Circuit
charges are monthly charges adjusted in line with actual charges from
PTTs. Customer shall be entitled to request Scitor ITS to review the
Tail Circuit charges for any Location and any changes to Tail Circuit
charges as a result of said review shall be effected the first day of
the month following such review. No credits for Tail Circuit charges
shall apply. Tail Circuit charges commence from the date of
installation of the Tail Circuit by the PTT.
5. MANAGEMENT CHARGES
TAIL CIRCUIT Customer shall pay monthly a charge of [ * ] of the Tail
Circuit charges or [ * ], whichever is the higher. This charge is in
addition to Tail Circuit charges.
Final Attachment 2, Page 1 I-Pass
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
NUI Customer shall pay monthly a charge of [ * ] per Location.
6. EQUIPMENT RENTAL CHARGES
Equipment rental charges applicable to this Agreement shall be as
specified in the Schedule. These charges shall be fixed for the Initial
Term of this Agreement. Equipment rental charges shall commence on the
date of commissioning of the Service at a Location.
7. SOFTWARE LICENSE FEES
The software license fees shall be as specified in the Schedule and
shall be payable upon the date of delivery of the Software to Customer
(unless integral to the Equipment).
Final Attachment 2, Page 2 I-Pass
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
SCHEDULE X.25 AND X.28 CHARGES
1. MONTHLY PORT CHARGES
LOCATION SERVICE LINE SPEED FIXED PORT ($) TRAFFIC ($ PER MB)
--------------------------------------------------------------------------------------------------
San ▇▇▇▇▇▇▇▇▇ ▇.25 56Kbps [ * ] N/A (waived through 31
December 1996)
San ▇▇▇▇▇▇▇▇▇ ▇.25 56Kbps [ * ] (after 1/1/97) N/A
San ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [ * ]
San ▇▇▇▇▇▇▇▇▇ ▇.28 NUI [ * ] each
San Francisco Telehousing [ * ]
1.1 Customer understands that the X.28 connections are Scitor ITS'
asynchronous public shared rotary dial-up Service.
1.2 All other port charges shall be as notified to Customer by Scitor ITS
from time to time.
1.3 All X.28 Public Dial connection charges will be billed at a rate of
[ * ] per hour through 31 December 1996. Effective 1 January 1996,
these charges will be invoiced in accordance with the Schedule of
Public x.28 Connection Charges included on Page 2 to Attachment 2 of
this Agreement.
2. CONNECTION CHARGES (ONE TIME)
Location Charge $ Service
----------------------------------------------------------------------
San Francisco [ * ] X.25
San Francisco [ * ] LANAS
Various (NUI) [ * ] X.28 ( per connection )
All other connection charges shall be as notified to Customer by Scitor ITS from
time to time.
Final Schedule, Page 1 I-Pass
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
SCHEDULE PUBLIC X.28 CONNECTION CHARGES
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇ ▇▇▇▇ 3 ▇▇▇▇ ▇ ▇▇▇▇ 5
PER PER PER PER PER
PER MTH $ HOUR $ HOUR $ HOUR $ HOUR $ HOUR $
------------------------------------------------------------------------------------------------------------------
ZONE 1 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
ZONE 2 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
ZONE 3 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
ZONE 4 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
ZONE 5 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
ZONE 6 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
ZONE 7 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
Final Schedule, Page 2 I-Pass
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
ZONES
▇▇▇▇ ▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇ ▇▇▇▇ S ▇▇▇▇ ▇ ▇▇▇▇ 7
------ ------ ------ ------ ------ ------ ------
Austria Bulgaria Canada Australia Bahrain Argentina Rest of
the World
Belgium Cyprus USA China Egypt Bermuda
Denmark Czechoslovakia Mexico Hong Kong Israel Brazil*
Finland Greece Indonesia Jordan Chile
France Hungary Japan Kuwait Colombia
Germany Iceland Malaysia* Morocco Ecuador
Ireland Malta New Zealand Qatar El Salvador
Italy Poland Philippines Saudi Arabia Guatemala
Luxembourg Romania South Korea South Africa Honduras
Netherlands Russia Singapore Tunisia Panama
Norway Turkey Taiwan* UAE Peru
Portugal Yugoslavia Thailand* Puerto Rico
Spain Uruguay
Sweden Venezuela
Switzerland
UK
* Scitor ITS prices plus local PDN charges
Nothing in this Schedule constitutes a representation that Scitor ITS can
provide Public X.28 service in all the above listed countries.
Final Schedule, Page 3 I-Pass
ATTACHMENT 3 - LOCATIONS
1. The Locations to be provided with the Service shall be as specified in
the schedule to Attachment 2 ("Schedule").
2. Customer agrees to commit to use the Service for a minimum of thirty
six (36) months at all Locations from the Date of Connection of the
Service as specified in Attachment 4 (or the actual Date of Connection
if different) subject to the following exceptions:
2.1 Customer terminates this Agreement under Clause 3.2;
2.2 Customer substitutes any Location with a new Location provided Scitor
ITS is able to provide Service at the new Location. Scitor ITS shall be
entitled to invoice Customer a connection and project management charge
for the new Location as agreed by the Parties;
2.3 Customer may remove a Location if Customer is unable to conduct its
business at that Location due to Force Majeure. This provision may only
be invoked by Customer after 30 continuous days of Force Majeure;
3. Any cancellation of Service at a Location under Clauses 2.2 and 2.3
above (but not pursuant to Clause 2.1 of this Attachment 3 where there
are no conditions other than as set forth in the Agreement at the
appropriate clauses) shall be conditional on the following:
3.1 Customer must give Scitor ITS at least 60 days prior written notice;
3.2 Customer shall remain responsible for any Tail Circuit charges
(including cancellation penalties) relevant to the Location where
cancellation of Service has been requested, but Scitor ITS shall, on a
best efforts basis, mitigate such costs by terminating any rental
contracts with PTTs as soon as practically possible, following written
notification by Customer;
3.3 "Customer shall pay to Scitor ITS a disconnection fee of [ * ] per
canceled Location;
3.4 Customer shall remain responsible for the duration of the term of this
Agreement for payment of the monthly rental charges for the Equipment.
Customer may discharge this responsibility at any time by paying Scitor
ITS a lump sum equal to the depreciated value of the Equipment, as at
the date of notice of cancellation, based on the original price paid by
Scitor ITS or its Sub- Contractors for the Equipment plus 15% of such
original price as a fee for administration and disconnection. Customer
understands that Scitor ITS depreciates the Equipment over 3 years.
Scitor ITS will transfer the Equipment to a substitute Location on
payment of a reconnection charge agreed by the Parties and in addition
Scitor ITS's travel and out of pocket expenses. A transfer shall not
affect the rental term.
Final Attachment 3, Page 1 I-Pass
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
ATTACHMENT 4 - COMMISSIONING
1. DATES OF CONNECTION
1.1 Scitor ITS shall connect the Service at the Location on the following
Dates of Connection:
Date of
Location Connection
-------- ----------
San Francisco, CA 1 November 1996
1.2 Scitor ITS shall use reasonable efforts to connect the Service at the
Locations on the above Dates of Connection, but shall have no
responsibility, nor liability for delays unless caused by the
negligence of Scitor ITS. In the event of any such delays Scitor ITS
shall use reasonable efforts to provide the Service as set out in this
Agreement at the earliest opportunity. Scitor ITS reserves the right to
connect an interim service should such delays occur.
1.3 Customer shall use reasonable efforts to accept the Service at the
Locations on the Dates of Connection as set out above. Should Customer
request to delay any Date of Connection after the Effective Date of
this Agreement, such request if reasonable shall be agreed by Scitor
ITS but any such delays agreed to by Scitor ITS shall not affect
Customer's obligations to: (a) reimburse Scitor ITS for all PTT and
other third party vendor charges in respect of Tail Circuits and
communications equipment incurred from the date of any contract between
Scitor ITS and any PTT or other third party vendor; and, (b) to accept
Service at such affected Locations as soon as possible after the reason
for the delay has been corrected.
1.4 Customer also understands that should Scitor ITS or its agents or
Sub-Contractors carry out a visit to a Location in order to connect the
Service, and be then unable to do so as a result of any act or omission
by Customer, Scitor ITS reserves the right to charge Customer for such
visit at its then current manpower rates for such time and its
reasonable travel and out of pocket expenses.
2. COMMISSIONING
Commissioning shall mean that Scitor ITS or its Sub-Contractors shall
carry out the following Commissioning Tests at each Location as
appropriate from Scitor ITS sites remote to the Customer Locations.
3. COMMISSIONING TESTS
3.1 TAIL CIRCUIT
To run three 15 minute Bit Error Rate Tests to ensure that no more than
one error in 106 data bits occur on the Tail Circuit.
Final Attachment 4, Page 1 I-Pass
3.2 ALTERNATIVE TESTING
Where local PTT operating conditions are such that the above
commissioning tests are not appropriate, Scitor ITS is entitled to
carry out alternative commissioning tests as agreed to by Customer. In
this event Scitor ITS shall provide to the Customer a description of
these alternative commissioning tests.
Final Attachment 4, Page 2 I-Pass
AMENDMENT NO. 1
TO THE MANAGED DATA NETWORK SERVICES AGREEMENT NO. MDNS/US/IPAS/09/96/99
DATED SEPTEMBER 17, 1996
BETWEEN SCITOR INTERNATIONAL TELECOMMUNICATIONS SERVICES, INC. (SCITOR ITS)
AND
I-PASS ALLIANCE, INC. (CUSTOMER)
THIS AMENDMENT is made by and between SCITOR ITS having its principal place of
business located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
and CUSTOMER, having its principal place of business located at ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, #▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
In consideration of the covenants, premises and agreements set forth below, and
in consideration of those set forth in the Agreement which this Amendment
supplements, the parties do hereby agree as follows:
The Schedule to Attachment 2 shall be replaced in its entirety by the revised
Schedule to Attachment 2, attached hereto and made a part hereof this Amendment
No.1 and the Agreement..
All other terms and conditions are as set forth in the Agreement shall remain in
full force and effect.
Customer and Scitor ITS each represent to the other that it has due and proper
authority to enter into this Amendment to the Agreement and to make and perform
all duties and obligations set forth and contemplated by this Amendment.
IN WITNESS WHEREOF, this Amendment No. 1 was entered into as of the day and year
first written below.
SCITOR INTERNATIONAL TELECOMMUNICATIONS iPASS ALLIANCE, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------- ------------------------
Printed Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Printed Name: ▇▇▇▇▇ ▇▇▇▇▇
--------------------- --------------
Title: Director, Commercial Affairs Title: President/CEO
---------------------------- ---------------------
Date: 2/2/97 Date: 12/30/96
------------------------------ -----------------------
SCHEDULE X.25 AND X.28 CHANGES
1. MONTHLY PORT CHARGES
LOCATION SERVICE LINE SPEED FIXED PORT ($) TRAFFIC ($ PER MB)
San ▇▇▇▇▇▇▇▇▇ ▇.25 56Kbps [ * ] [ * ] (waived through
2/28/97)
San ▇▇▇▇▇▇▇▇▇ ▇.25 56Kbps [ * ] (after 3/1/97) N/A
San Francisco Cisco 2501 [ * ]
Network User ID Each [ * ]
Telehousing [ * ]
1.1 Customer understands that the X.28 connections are Scitor ITS'
asynchronous public shared rotary dial-up Service.
1.2 All other port charges shall be as notified to Customer by Scitor ITS
from time to time.
2. CONNECTION CHARGES
(ONE TIME)
LOCATION CHARGE $ SERVICE
San Francisco [ * ] X.25
Cisco 2501 [ * ] LAN Access Router
Various (NUI) [ * ] X.28 (per connection)
All other connection charges shall be as notified to Customer by Scitor ITS from
time to time.
3. Through February 28, 1997, the connection charges per hour will be
[ * ] per hour across all zones. Effective March 1, 1997, the below
X.28 public dial pricing matrix will be in effect.
FINAL Schedule, Page 1, Amendment No.1 I-PASS
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
SCHEDULE PUBLIC X.28 CONNECTION CHARGES
NUI
ZONE PER MTH $ ▇▇▇▇ ▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇ ▇▇▇▇ 5 ZONE 6 ▇▇▇▇ ▇
▇▇▇▇ 1 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
ZONE 2 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
ZONE 3 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
ZONE 4 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
ZONE 5 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
ZONE 6 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
ZONE 7 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
NOTE: IN COUNTRY USAGE CHARGES PER HOUR ARE AS FOLLOWS:
[ * ] [ * ] [ * ] [ * ] [ * ]
[ * ] [ * ] [ * ] [ * ] [ * ]
FINAL Schedule, Page 2, Amendment No.1 I-PASS
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
ZONES
▇▇▇▇ ▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇ ▇▇▇▇ 5 ▇▇▇▇ ▇ ▇▇▇▇ 7
Austria Bulgaria Canada Australia Bahrain Argentina Rest of the World
Belgium Cyprus USA China Egypt Bermuda
Denmark Czechoslovakia Mexico Hong Kong Israel Brazil*
Finland Greece Indonesia Jordan Chile
France Hungary Japan Kuwait Colombia
Germany Iceland Malaysia* Morocco Ecuador
Ireland Malta New Zealand Qatar El Salvador
Italy Poland Philippines Saudi Arabia Guatemala
Luxembourg Romania South Korea South Africa Honduras
Netherlands Russia Singapore Tunisia Panama
Norway Turkey Taiwan* UAE Peru
Portugal Yugoslavia Thailand* Puerto Rico
Spain Uruguay
Sweden Venezuela
Switzerland
UK
* Scitor ITS prices plus local PDN charges.
Nothing in this Schedule constitutes a representation that Scitor ITS can
provide Public X.28 service in all the above listed countries.
FINAL Schedule, Page 3, Amendment ▇▇.▇ ▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇
TO THE MANAGED DATA NETWORK SERVICES AGREEMENT
NO. MDNS/US/IPAS/09/96/99
("AGREEMENT")
BETWEEN EQUANT NETWORK SERVICES, INC. ("EQUANT")
AND
I-PASS ALLIANCE, INC. ("CUSTOMER")
This Amendment No. 2 ("Amendment") is made by and between EQUANT and Customer
and shall be effective as of October 1, 1998 ("Effective Date").
In consideration of the covenants, premises and agreements set forth below, and
in consideration of those set forth in the Agreement, which this Amendment
supplements and modifies, the parties do hereby agree as follows:
1. Year 2000 Compliance
The Agreement is hereby amended by renumbering the existing Clause 7 as
Clause 7.1 and inserting the following as new Clause 7.2:
"7.2 EQUANT warrants that all software (including the Software
and any firmware), hardware, networks and equipment (together
"Systems") over which it has Control (as defined below) used
in connection with the provision, running and operation of the
Service ("EQUANT Systems") will be Year 2000 Compliant (as
defined below) by December 31, 1998. In respect of relevant
Systems that EQUANT does not Control, including without
limitation, all relevant Systems operated by, or proprietary
to, telecommunications operators, EQUANT shall endeavor to
obtain a Year 2000 Compliance statement from the relevant
suppliers and shall advise Customer as to the results thereof
and thereafter keep Customer informed of changes in status.
EQUANT shall use reasonable endeavors to mitigate any fault in
the Service caused by the non-Year 2000 Compliance of any
Systems it does not Control, but shall not be liable to
Customer for any loss or damages in the event that any such
non-Year 2000 Compliance causes a fault in, or the
non-availability of, the Service.
7.2.1 Customer shall ensure that any of its programs or
Systems or data into which the Systems used in the provision,
running and operation of the Service will communicate or
integrate are Year 2000 Compliant.
7.2.2 EQUANT shall not be liable for any faults in or
non-availability of the Service or Systems provided under this
Agreement which arise out of non-Year 2000 Compliance except
to the extent expressly provide above. Furthermore, EQUANT
shall have no liability under the above warranty for any
breach arising from the use of non-Year 2000 Compliant Systems
or data with EQUANT Systems.
Amendment No. 2 Page 1 of 5 I-Pass Alliance, Inc.
-CONFIDENTIAL-
7.2.3 For the purposes of this Agreement, EQUANT shall be
deemed to "Control" a System if it (or any Associated Company
of EQUANT) operates (or has given the Customer the right to
use under this Agreement) and owns the intellectual property
rights to the System; and "Year 2000 Compliant/ce" means Year
2000 conformity as that term is defined in DISC PD2000-1
published by the British Standards Institution."
2. EXCLUSIONS AND LIMITATIONS OF LIABILITY
The Agreement is hereby amended by deleting Clause 10.3 in its entirety
and substituting the following therefor:
"EXCEPT FOR SHORTFALL CHARGES RESULTING FROM THE FAILURE TO SATISFY THE
MINIMUM REVENUE COMMITMENTS SET FORTH IN ATTACHMENT 2, NEITHER PARTY
SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES HOWSOEVER ARISING, INCLUDING BUT NOT
LIMITED TO, ANY DAMAGES FOR LOST TIME, INCOME, REVENUE, CLIENTS'
GOODWILL, PROFITS, OR OTHER SIMILAR ITEMS, OR ANY BUSINESS INTERRUPTION
OF ANY KIND, EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES IN ADVANCE."
3. MINIMUM VOLUME COMMITMENT
The Agreement is hereby amended by adding the following new Clause 8 to
Attachment 2:
"8. MINIMUM VOLUME COMMITMENT
During each "Commitment Period" specified below (as measured from the
Effective Date of this Amendment), Customer shall satisfy the
corresponding minimum volume commitment based on Customer's combined
usage of X.25, X.28, and Remote LAN Access services (each such minimum
volume commitment referred to as an "MVC"):
Commitment Period MVC
----------------- ---
Months 1-3 [ * ]
Months 4-15 [ * ]
Each MVC shall be calculated after application of all discounts using
Customer's monthly recurring Port, Dial Access, and Remote LAN Access
service charges and usage charges set forth in this Attachment 2,
excluding one-time charges, Tail Circuit Charges, Tail Circuit
Management Charges, and CPE Charges ("Qualifying Charges").
Should the actual Qualifying Charges invoiced to Customer during any
Commitment Period be less than the applicable MVC ("Shortfall"), EQUANT
shall invoice, and Customer shall pay, the Shortfall in accordance with
Clause 9 of the Agreement.
Amendment No. 2 Page 2 of 5 I-Pass Alliance, Inc.
-CONFIDENTIAL-
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
Alternatively, EQUANT and Customer may agree to extend the Initial Term
for such a period so as to cover all or part of the Shortfall ("Grace
Period"). Notwithstanding the foregoing, in no event shall the Grace
Period exceed six (6) months. EQUANT shall invoice, and Customer shall
pay, any Shortfall balance remaining at the end of the Grace Period in
accordance with Clause 9 of the Agreement."
4. PUBLIC X.28 CONNECTION CHARGES
Attachment 2 of the Agreement is hereby amended by deleting the
Schedule of Public X.28 Connection Charges in its entirety and
substituting the following therefor:
"SCHEDULE - PUBLIC X.28 CONNECTION CHARGES
FLAT CHARGE
ZONE PER HOUR ($)
1 [ * ]
2 [ * ]
3 [ * ]
4 [ * ]
5 [ * ]
6 [ * ]
Amendment No. 2 Page 3 of 5 I-Pass Alliance, Inc.
-CONFIDENTIAL-
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
SCHEDULE - PUBLIC X.28 CONNECTION CHARGES (CONTINUED)
FLAT CHARGE
ZONE PER HOUR($)
---- -----------
7 [ * ]
8 [ * ]
9 [ * ]
10 [ * ]
11 [ * ]
12 [ * ]
13 [ * ]
14 [ * ]
5. ZONES
Attachment 2 of the Agreement is hereby amended by deleting the
Schedule of Zones in its entirety and substituting the following
therefor:
"ZONES
* EQUANT PRICES PLUS LOCAL PUBLIC DATA NETWORK ("PDN") CHARGES
▇▇▇▇ ▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇ ▇▇▇▇ 5 ▇▇▇▇ ▇ ▇▇▇▇ 7
------ ------ ------ ------ ------ ------ ------
Austria Luxembourg Denmark Czech Rep. Albania Cyprus* Romania Canada Mexico Australia
Belgium Netherlands Finland Gibraltar Armenia Estonia Russia Puerto Hong Kong
Rico
France Portugal Norway Greece Azerbaijan Georgia Slovakia USA Japan
Germany Spain Sweden Hungary Belarus Iceland Slovenia Malaysia*
Ireland Switzerland Israel Bosnia Kazakhstan Ukraine New Zealand
Italy UK ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Lithuania Yugoslavia Singapore
Turkey Croatia Macedonia Taiwan
▇▇▇▇ ▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇▇ 11 ▇▇▇▇ ▇▇ ▇▇▇▇ 13
------ ------ ------- ------- ------- -------
Guam Bangladesh Egypt Algeria Oman Argentina Ecuador Bahamas Domenican Panama
India China* Morocco Bahrain Pakistan Bolivia El Barbados Republic Paraguay
Salvador
Indonesia Sri Lanka South Jordan* Qatar Brazil Guatemala Bermuda Haiti Uruguay
Philippines Africa Kenya Saudi Chile Honduras Cayman Jamaica Virgin
Arabia*
Thailand* Tunisia Kuwait* Syria Colombia Nicaragua Islands Netherland Islands
(US)
Lebanon UAE Costa Peru Cuba Antilles
Rica*
Venezuela
ZONE 14 (REST OF WORLD): Angola, Antigua & Barbuda, Aruba, Benin, Botswana,
Cambodia, Cameroon, Cape Verde, Congo, Cote d'lvoire, French Polynesia, Gabon.
Ghana. Grenada, Guadeloupe, Guinea, Guyana. Laos. Macao, Malawi, ▇▇▇▇▇▇▇▇
Islands, Martinique, Mauritius, Moldova, Mozambique, Namibia, Nepal, New
Caledonia. Nigeria. Northern Mariana Islands. Papua New Guinea. Saint Kitts and
Nevis, Saint Lucia, Saint ▇▇▇▇▇▇▇ and the Grenadines. Samoa. Senegal, Sierra
Leone, Surinam, Tanzania, Trinidad & Tobago, Turks and Caicos Islands, Uganda.
Vietnam. Zaire, Zimbabwe
EQUANT does not represent or warrant that it can provide the Service in the
above countries."
Amendment No. 2 Page 4 of 5 I-Pass Alliance, Inc.
-CONFIDENTIAL-
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
All other terms and conditions are as set forth in the Agreement shall remain in
full force and effect.
This Amendment, including the Agreement and applicable Order Forms, is the
complete agreement of the parties and supersedes any prior agreements or
representations, whether written or oral, with respect thereto.
Customer and EQUANT each represent to the other that it has due and proper
authority to enter into this Amendment to the Agreement and to make and perform
all duties and obligations set forth and contemplated by this Amendment.
IN WITNESS WHEREOF, this Amendment was entered into as of the dates set forth
below, effective as of the Effective Date.
EQUANT NETWORK SERVICES, INC. I-PASS ALLIANCE, INC.
By: /s/ ▇. ▇. Borensen By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------ --------------------------------
Printed Name: ▇. ▇. Borensen Printed Name: ▇▇▇▇▇ ▇▇▇▇▇
--------------------- ---------------------
Title: President Title: CEO
---------------------- ----------------------------
Dated: 10/19/98 Dated: 9/25/98
-------------------------- ----------------------------
Amendment No. 2 Page 5 of 5 I-Pass Alliance, Inc.
-CONFIDENTIAL-
AMENDMENT NO. 3
TO THE MANAGED DATA NETWORK SERVICES AGREEMENT
NO. MDNS/US/IPAS/09/96/99
("AGREEMENT")
BETWEEN EQUANT NETWORK SERVICES, INC. ("EQUANT")
AND
I-PASS ALLIANCE, INC. ("CUSTOMER")
This Amendment No. 3 ("Amendment") is made by and between EQUANT and Customer
and shall be effective as of October 1, 1998 ("Effective Date").
In consideration of the covenants, premises and agreements set forth below, and
in consideration of those set forth in the Agreement, which this Amendment
supplements and modifies, the parties do hereby agree as follows:
1. MINIMUM VOLUME COMMITMENT
The Agreement is hereby amended by adding the following new Clause 8 to
Attachment 2:
"8. MINIMUM VOLUME COMMITMENT
During each "Commitment Period" specified below (as measured from the
Effective Date of this Amendment), Customer shall satisfy the
corresponding minimum volume commitment based on Customer's combined
usage of X.25, X.28, and Remote LAN Access services (each such minimum
volume commitment referred to as an "MVC"):
Commitment Period MVC
----------------- ---
Months 1-3 [ * ]
Months 4-6 [ * ]
Months 7-12 [ * ]
Months 13-18 [ * ]
Each MVC shall be calculated after application of all discounts using
Customer's monthly recurring Port, Dial Access, and Remote LAN Access
service charges and usage charges set forth in this Attachment 2,
excluding one-time charges, Tail Circuit Charges, Tail Circuit
Management Charges, and CPE Charges ("Qualifying Charges").
Should the actual Qualifying Charges invoiced to Customer during any
Commitment Period be less than the applicable MVC ("Shortfall"), EQUANT
shall invoice, and Customer shall pay, the Shortfall in accordance with
Clause 9 of the Agreement.
Amendment No. 3 Page 1 I-Pass Alliance, Inc.
-CONFIDENTIAL-
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
Alternatively, EQUANT and Customer may agree to extend the Initial Term
for such a period so as to cover all or part of the Shortfall ("Grace
Period"). Notwithstanding the foregoing, in no event shall the Grace
Period exceed six (6) months. EQUANT shall invoice, and Customer shall
pay, any Shortfall balance remaining at the end of the Grace Period in
accordance with Clause 9 of the Agreement."
All other terms and conditions are as set forth in the Agreement shall remain in
full force and effect.
This Amendment, including the Agreement, and applicable Order Forms, is the
complete agreement of the parties and supersedes any prior agreements or
representations, whether written or oral, with respect thereto.
Customer and EQUANT each represent to the other that it has due and proper
authority to enter into this Amendment to the Agreement and to make and perform
all duties and obligations set forth and contemplated by this Amendment.
IN WITNESS WHEREOF, this Amendment was entered into as of the dates set forth
below, effective as of the Effective Date.
EQUANT NETWORK SERVICES, INC. I-PASS ALLIANCE, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------- --------------------------------
Printed Name: ▇▇▇ ▇▇▇▇▇▇ Printed Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------- ----------------------
Title: Sr. VP Title: V.P. Operations
----------------------------- -----------------------------
Dated: Dated: 6-2-99
----------------------------- -----------------------------
Amendment No. 3 Page 2 I-Pass Alliance, Inc.
-CONFIDENTIAL-
AMENDMENT NO. 4
TO THE MANAGED DATA NETWORK SERVICES AGREEMENT
NO. MDNS/US/IPAS/09/96/99
THIS AMENDMENT NO. 4 to the Managed Data Network Services Agreement No.
MDNS/US/IPAS/09/96/99 ("AMENDMENT") is made by and between EQUANT NETWORK
SERVICES, INC. ("EQUANT") and I-PASS ALLIANCE, INC. ("CUSTOMER"), and shall be
effective as of December 1, 1999 ("Effective Date").
Customer and Equant entered into that certain Managed Data Network Services
Agreement Number MIDNS/US/IPAS/09/96/99 executed by Customer on September 17,
1996, (the "MDNSA"), Amendment No. 1 to the MDNSA executed by Customer on
December 30, 1996, Amendment No. 2 to the MDNSA effective on October 1, 1998 and
Amendment No. 3 to the MDNSA effective October 1, 1998 (all of the above being
the "AGREEMENT"); and
Customer and Equant desire to amend the Agreement to reflect certain changes;
NOW, in accordance with the procedures for amendment of the Agreement set forth
in Section 15.8 of the NMNSA and in consideration of the premises, the terms and
conditions set forth below, and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties do hereby agree as
follows:
1. X.28 AND PPP DIAL DISCOUNTS
Effective as of the December 1999 monthly billing cycle, Customer will
be entitled to a discount of [ * ] against all monthly X.28 and PPP
Dial charges incurred that are in excess of [ * ] a month and
additional host access facilities, that is, X.25 ports/circuit/LANAS
routers) will be provided free of charge.
2. ENTIRE AGREEMENT
Except as expressly modified by this Amendment, the Agreement shall
remain in full force and effect according to its terms. This Amendment,
including the Agreement and applicable Order Forms, is the complete
agreement of the parties and supersedes any prior agreements or
representations, whether written or oral, with respect to the subject
matter hereto.
The discounts set forth in this Amendment shall be contingent upon
Customer's payment of the outstanding balance due as of September 1999
on its account of [ * ], no later than three (3) months from the
Effective Date of this Amendment.
Draft-Subject to Business & Page 1 of 2 I-Pass
Legal Review -CONFIDENTIAL-
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, this Amendment was entered into as of the dates set forth
below, effective as of the Effective Date.
EQUANT SERVICES, INC. I-PASS ALLIANCE, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------- -------------------------------
Printed Name: ▇▇▇ ▇▇▇▇▇▇ Printed Name: ▇▇▇ ▇▇▇▇▇▇▇▇
--------------------- ---------------------
Title: Senior Vice President Title: Vice President, Operations
---------------------------- ----------------------------
Date: January 18, 2000 Date: December 15, 1999
----------------------------- -----------------------------
Draft-Subject to Business & Page 2 of 2 I-Pass
Legal Review -CONFIDENTIAL-
AMENDMENT NO. 5
TO THE MANAGED DATA NETWORK SERVICES AGREEMENT
NO. MDNS/US/IPAS/09/96/99
This Amendment No. 5 to the Managed Data Network Services Agreement No.
MDNS/US/EPAS/09/96/99 ("AMENDMENT") is made by and between EQUANT NETWORK
SERVICES, INC. ("EQUANT") and I-PASS ALLIANCE, INC. ("CUSTOMER"), and shall be
effective as of February 4, 2000 ("EFFECTIVE DATE").
Customer and Equant entered into that certain Managed Data Network Services
Agreement Number MDNS/US/IPAS/09/96/99 executed by Customer on September 17,
1996, (the "MDNSA"), Amendment No. 1 to the NMNSA executed by Customer on
December 30, 1996 ("AMENDMENT 1"), Amendment No. 2 to the MDNSA effective on
October 1, 1998 ("AMENDMENT 2"), Amendment No. 3 to the MDNSA effective October
1, 1998 ("AMENDMENT 3") and Amendment 4 to the MDNSA effective December 1, 1999
("AMENDMENT 4") (all of the above being the "AGREEMENT"); and
WHEREAS, Customer and Equant desire to amend the Agreement to reflect certain
changes;
WHEREAS, Customer has changed its name to iPass, Inc.;
NOW, in accordance with the procedures for amendment of the Agreement set forth
in Section 15.8 of the MDNSA and in consideration of the premises, the terms and
conditions set forth below, and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties do hereby agree as
follows:
1. DEFINITIONS
All capitalized terms used in this Amendment shall have the respective meanings
given to such terms in the Agreement unless otherwise set forth in this
Amendment.
2. MODIFIED SCOPE OF AGREEMENT
Notwithstanding anything contained in the Agreement to the contrary, Customer
will be permitted to use the Network for the limited purpose of transporting
data from it's customers, including internet service providers, to Customer's
internet gateway.
3. EXTENSION OF INITIAL TERM
The Initial Term of the Agreement is hereby extended for a period of forty-eight
(48) months from the Effective Date of this Amendment.
4. MINIMUM VOLUME COMMITMENT & DISCOUNTS
Customer has met and/or exceeded all prior Minimum Volume Commitments as that
term is defined in Amendments 2 and 3. Customer agrees to commit to the
following new Minimum
FINAL Page 1 of 3 I-Pass
-CONFIDENTIAL-
Revenue Commitment from the Effective Date of this Amendment. Accordingly, the
Agreement is hereby amended by adding the following new Clause 8 to Attachment
2:
"8. Minimum Volume Commitment
8.1 During each "Commitment Period" specified below (as measured from the
Effective Date of this Amendment), Customer shall satisfy the
corresponding minimum volume commitment based on Customer's combined
usage of X.25, X.28, and Remote LAN Access services (each such "minimum
volume commitment" will be referred to herein as an "MVC"):
COMMITMENT PERIOD MVC
----------------- ---
Months 1 to 12 [ * ]
Months 13 to 24 [ * ]
Months 25 to 36 [ * ]
Months 37 to 48 [ * ]
Each WC shall be calculated after application of all discounts using
Customer's monthly recurring Port, Dial Access, and Remote LAN Access
service charges and usage charges set forth in this Attachment 2,
excluding one-time charges, Tail Circuit Charges, Tail Circuit
Management Charges, and CPE Charges ("QUALIFYING CHARGES").
Should the actual Qualifying Charges invoiced to Customer during any
Commitment Period be less than the applicable MVC ("SHORTFALL"), Equant
shall invoice, and Customer shall pay, the Shortfall at the end of the
applicable Commitment Period that such Shortfall occurred in accordance
with Clause 9 of the Agreement.
8.2 Equant will provide any additional new host access facilities, that is,
X.25 ports/circuit/LANAS routers) free of charge, provided however that
Customer has met and/or exceeded the MVCs as set forth herein."
5. PUBLIC X.28 CONNECTION CHARGES
Clause 4 of Amendment 2 is hereby amended by deleting the Schedule of Public
X.28 Connection Charges in its entirety and substituting the following therefor:
"SCHEDULE - PUBLIC X.28 CONNECTION CHARGES"
Flat Charge
Zone per Hour ($)
1 [ * ]
2 [ * ]
3 [ * ]
4 [ * ]
5 [ * ]
6 [ * ]
7 [ * ]
8 [ * ]
9 [ * ]
FINAL Page 2 of 3 I-Pass
-CONFIDENTIAL-
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
10 [ * ]
12 [ * ]
13 [ * ]
14 [ * ]
6. ZONES
Clause 5 of Amendment 2 is hereby amended by deleting the Schedule of Zones in
its entirety and substituting the revised Schedule of Zones attached to this
Amendment as Attachment 2.
7. ENTIRE AGREEMENT
Except as expressly modified by this Amendment, the Agreement shall remain in
full force and effect according to its terms. This Amendment, including the
Agreement and applicable Order Forms, is the complete agreement of the parties
and supersedes any prior agreements or representations, whether written or oral,
with respect to the subject matter hereto, including Amendment 4.
Provided this Amendment is accepted and executed by Equant, all charges,
discounts or rates set forth in this Amendment shall be effective beginning with
the first full billing cycle following Customer's execution and delivery of this
Amendment to Equant unless expressly stated otherwise.
IN WITNESS WHEREOF, this Amendment was entered into as of the dates set forth
below, effective as of the Effective Date.
EQUANT NETWORK SERVICES, INC. iPASS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------- -------------------------------
Printed Name: ▇. ▇. ▇▇▇▇▇▇ Printed Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------- ----------------------
Title: S.V.P. Americas Title: Chairman & CEO
---------------------------- ----------------------------
Dated: 2-16-00 Dated: February 4, 2000
----------------------------- ----------------------------
FINAL Page 3 of 3 I-Pass
-CONFIDENTIAL-
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
AMENDMENT NO. 6
TO THE MANAGED DATA NETWORK SERVICES AGREEMENT
NO. MDNS/US/IPAS/09/96/99
This Amendment No. 6 to the Managed Date Network Services Agreement No.
MDNS/US/IPAS/09/96/99 ("AMENDMENT") is made by and between Equant Network
Services, Inc. ("EQUANT") and iPass Inc. F/K/A i-Pass Alliance, Inc.
("Customer"), and shall be effective as of February 21, 2002 ("EFFECTIVE DATE").
WHEREAS, Customer and Equant entered into that certain Managed Date Network
Services Agreement No. MDNS/US/IPAS/09/96/99 executed by Customer on September
17, 1996 (the "MDNSA"), that certain Amendment No. 1 to the MDNSA executed by
Customer on December 30, 1996 ("AMENDMENT 1"), that certain Amendment No. 2 to
the MDNSA effective on October 1, 1998 ("AMENDMENT 2"), that certain Amendment
No. 3 to the MDNSA effective on October 1, 1998 ("AMENDMENT 3"), that certain
Amendment No. 4 to the MDNSA effective on December 1, 1999 ("AMENDMENT 4"), that
certain Amendment No. 5 to the MDNSA effective on February 4, 2000 ("AMENDMENT
5") (all of the above being the "AGREEMENT"); and
WHEREAS, Customer and Equant desire to amend the Agreement to reflect certain
changes.
NOW, THEREFORE, in accordance with the procedures for amendment of the Agreement
set forth in Section 15.8 of the MDNSA and in consideration of the mutual
promises contained herein and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties doe hereby agree as
follows:
1. DEFINITIONS
All capitalized terms used in the Amendment shall have the respective meanings
given to such terms in the Agreement unless otherwise set forth in this
Amendment.
2. MINIMUM VOLUME COMMITMENT.
The Agreement is hereby amended to add a new Clause 9 to Attachment 2:
"9. ADDITIONAL CHARGES APPLICABLE TO THE MINIMUM VOLUME COMMITMENT.
9.1 Each MVC shall be calculated after application of all discounts using
Customer's monthly recurring Port, Dial Access, Collocation or Equipment Hosting
charges, Remote LAN Access services charges and usage charges set forth in this
Attachment 2, excluding one time charges, Tail Circuit Charges, Tail Circuit
Management Charges, and CPE Charges ("Qualifying Charges").
9.2 Customer's services fees invoiced under the Master Agreement for Global One
Business Communications Services, Master Agreement No. 01/03/79, between iPass
Inc. and Global One Communications Holding Limited, dated March 29, 2001 shall
be included within the other
iPASS/EQUANT CONFIDENTIAL
1
Qualifying Charges for the Months 13 to 24, Months 25 to 36, and Months 37 to 48
Commitment Periods.
3. ENTIRE AGREEMENT
Except as expressly modified by this Amendment, the Agreement shall remain in
full force and effect according to its terms.
IN WITNESS WHEREOF, this Amendment was entered into as of the dates set forth
below, effective as of the Effective Date.
EQUANT NETWORK SERVICES, INC. iPASS INC.
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------- --------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------ -----------------------------
Title: Sr VP Title: CFO
----------------------------- -----------------------------
Dated: 8/1/02 Dated: March 29, 2002
----------------------------- -----------------------------
iPASS/EQUANT CONFIDENTIAL
2
AMENDMENT NO. 7
TO THE MANAGED DATA NETWORK SERVICES AGREEMENT
NO. MDNS/US/IPAS/09/96/99
This Amendment No. 7 to the Managed Data Network Services Agreement No.
MDNS/US/IPAS/09/96/99 ("AMENDMENT") is made by and between Equant Inc. F/K/A
Equant Network Services, Inc. ("EQUANT") and iPass Inc. F/K/A i-Pass Alliance,
Inc. ("CUSTOMER"), and shall be effective as of June 26, 2002 ("EFFECTIVE
DATE").
WHEREAS, Customer and Equant entered into that certain Managed Data Network
Services Agreement No. MDNS/US/IPAS/09/96/99 executed by Customer on September
17, 1996 (the "MDNSA"), that certain Amendment No. 1 to the MDNSA executed by
Customer on December 30, 1996 ("AMENDMENT 1"), that certain Amendment No. 2 to
the MDNSA effective on October 1, 1998 ("AMENDMENT 2"), that certain Amendment
No. 3 to the MDNSA effective on October 1, 1998 ("AMENDMENT 3"), that certain
Amendment No. 4 to the MDNSA effective on December 1, 1999 ("AMENDMENT 4"), that
certain Amendment No. 5 to the MDNSA effective on February 4, 2000 ("AMENDMENT
5") and that certain Amendment No. 6 to the MDNSA effective on February 21, 2002
("AMENDMENT 6") (all of the above being the "Agreement"); and
WHEREAS, Customer and Equant desire to amend the Agreement to reflect certain
changes, including clarification of the regulatory restrictions with respect to
utilization of the Network.
NOW, THEREFORE, in accordance with the procedures for amendment of the Agreement
set forth in Section 15.8 of the Agreement and in consideration of the mutual
promises contained herein and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties do hereby agree as
follows:
1. DEFINITIONS.
The following definitions shall be added to Clause 1 of the Agreement:
"CORPORATE CUSTOMER" shall mean an organization that purchases the
Services from Customer for use by that organization's employees and/or
agents.
"CORPORATE END USER" shall mean 1) an employee or an agent of a
Corporate Customer which connects via modem or ISDN call to a Node for
the purpose of using the Services or 2) a machine managed by a
Corporate Customer which connects via modem or ISDN call to a Node for
the purpose of using the Services.
"CORPORATE INTRA-CORPORATE SERVICE USE" shall mean use of the Services
to deliver data to and from Corporate End Users explicitly for the
purpose of accessing internal corporate resources on the Corporate
Customer's private network. This includes data that is encapsulated in
order to provide access for Corporate End Users to the Corporate
Customer's private network and which may use the public Internet solely
as a transport to facilitate such access.
"CORPORATE INTERNET SERVICE USE" shall mean use of the Services to
facilitate connection to the public Internet by Corporate End Users.
iPASS/EQUANT CONFIDENTIAL - FINAL
1
"END USER" shall mean a Corporate End User and/or an ISP End User.
"ISP CUSTOMER" shall mean an organization that purchases the Services
from the reseller whose business is facilitating connections to/from
the public Internet or delivering content to/from the public Internet
other than for Corporate Intra-Corporate Service Use or Corporate
Internet Service Use.
"ISP END USER" shall mean any person or machine who is not a Corporate
End User and who connects via modem or ISDN call to a Node for the
purpose of using the Services to reach the public Internet.
"ISP SERVICE USE" shall mean use of the Services to provide connection
between ISP End Users and the public Internet.
The definition for Node and SITA in the Agreement shall be deleted and replaced
in its entirety with the following:
"NODE" shall mean a node of the Network to which Customer is connected
via a Tail Circuit or to which Customer dials in, such nodes being
deployed at such times and places as determined by Equant.
"SITA" shall mean Societe Internationale de Telecommunications
Aeronautiques and its subsidiaries.
All other capitalized terms used in the Amendment shall have the respective
meanings given to such terms in the Agreement unless otherwise set forth in this
Amendment.
2. SCOPE AND PURPOSE OF AGREEMENT.
Clause 2 of the Agreement shall be amended by the addition of the following
provisions:
"Due to constantly changing regulatory restrictions, Equant does not
represent or warrant that it can provide, or will be able to continue
to provide, the Services in any particular country. Further, Customer
understands that regulatory restrictions apply to the provision of the
Services on a country by country basis and that these may differ
dependent on the category of End User as detailed in the Tables
attached to Attachment 1 to this Agreement ("Tables"). Customer agrees
to comply with any restrictions imposed from time to time by
appropriate governmental authorities upon Equant that limit or prevent
the provision to Customer or Customer's provision of the Services to
End Users as provided for herein. Due to compelling local legal
requirements, Equant may require Customer to deter any End User from
directly accessing the public Internet from certain Nodes. Equant shall
ensure that the list of approved countries set forth in the Tables is
complete and current, and will provide Customer with reasonable advance
notice of any changes. In the event Equant requires Customer and/or any
End User to deter, and/or cease, access to the public Internet from a
material number of Nodes directly as a result of the foregoing,
Customer shall have the right to reduce its Minimum Volume Commitment
by an amount proportionate to the Service affected by such deterrence,
but only to the extent that Customer's actual volume of traffic has
been impacted. For the purposes of this Agreement, a "material number
of Nodes" shall mean any number of Nodes which has a cumulative effect
on Customer's Minimum Volume Commitment by more than [ * ].
iPASS/EQUANT CONFIDENTIAL - FINAL
2
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
Customer shall make all technically and commercially reasonable efforts
to filter attempted direct connections for traffic to those of its PPP
gateways that are directly connected to the public Internet when such
connections originate from a Node in a country where Internet access is
barred as a result of compelling local legal requirements as determined
by Equant. Customer will not be required to filter any attempted direct
connections for traffic to those of its PPP gateways that are directly
connected to the public Internet in countries listed in Tables 2 and 3
where the use of the Service is approved for Corporate Internet Service
Use and/or ISP Service Use, respectively. Equant understands and agrees
that End User will be permitted to obtain direct connections from any
approved country Node, as detailed in the Tables, to a corporate
network or Intranet, even when such connections result in subsequent
connections to the public Internet. Customer agrees to cooperate with
Equant in response to any government inquiry regarding the use of the
Network for Corporate Intra-Corporate Data Use in those countries that
prohibit the use of the Services for public Internet access, provided
that Customer shall not be obligated by Equant to disclose Confidential
Information or proprietary information of Customer or its End Users."
3. UNIVERSAL SERVICE FUND FEES.
Clause 9.2 of the Agreement shall be deleted in its entirety and replaced with
the following:
"9.2 All charges set out in this Agreement are exclusive of value added tax,
sales tax, excise tax, gross receipts tax, withholding tax, universal
service fund fee, and any similar tax or any government imposed
surcharge which may be applicable thereto and Customer agrees to pay
all such applicable taxes."
4. EQUANT'S ADDRESS.
The location of Equant's principal place of business has changed. The new
address is as follows: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇,
which shall be the new address for purposes of providing notice in accordance
with Clause 15.1 of the Agreement.
5. ENTIRE AGREEMENT.
Except as expressly modified by this Amendment, the Agreement shall remain in
full force and effect according to its terms.
iPASS/EQUANT CONFIDENTIAL - FINAL
3
IN WITNESS WHEREOF, this Amendment was entered into as of the dates set forth
below, effective as of the Effective Date.
EQUANT NETWORK SERVICES, INC. iPASS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------- -------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Sr VP Title: CEO
Dated: 7/25/02 Dated: 07/03/02
iPASS/EQUANT CONFIDENTIAL - FINAL
4
TABLE 1 TO ATTACHMENT 1
EQUANT NODES BY COUNTRY WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF JUNE 1, 2002 AND IS SUBJECT TO CHANGE WITHOUT
NOTICE.
TIRANA ALBANIA
ALGIERS ALGERIA
PAGO PAGO AMERICAN SAMOA
BUENOS AIRES ARGENTINA
CORDOBA ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ARGENTINA
▇▇▇▇▇▇▇ ARGENTINA
YEREVAN ARMENIA
ADELAIDE AUSTRALIA
BRISBANE AUSTRALIA
MELBOURNE AUSTRALIA
PERTH AUSTRALIA
SYDNEY AUSTRALIA
GRAZ AUSTRIA
LINZ AUSTRIA
SALZBURG AUSTRIA
VIENNA AUSTRIA
BAKU AZERBAIJAN
NASSAU BAHAMAS
BAHRAIN BAHRAIN
DHAKA BANGLADESH
ANTWERP BELGIUM
BRUGES BELGIUM
BRUSSELS BELGIUM
CHARLEROI BELGIUM
GHENT BELGIUM
HASSELT BELGIUM
KORTRIJK BELGIUM
LIEGE BELGIUM
COCHABAMBA BOLIVIA
LA PAZ BOLIVIA
SANTA ▇▇▇▇ BOLIVIA
SARAJEVO BOSNIA HERZEGOVINA
GABORONE BOTSWANA
BELEM BRAZIL
BELO HORIZONTE BRAZIL
BRASILIA BRAZIL
CAMPINAS BRAZIL
CURITIBA BRAZIL
FLORIANOPOLIS BRAZIL
MANAUS BRAZIL
PORTO ALEGRE BRAZIL
iPASS/EQUANT CONFIDENTIAL - ▇▇▇▇▇
▇
TABLE 1 TO ATTACHMENT 1 (CONTINUED)
EQUANT NODES BY COUNTRY WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF JUNE 1, 2002 AND IS SUBJECT TO CHANGE WITHOUT
NOTICE.
RECIFE BRAZIL
RIO DE JANIERO BRAZIL
SALVADOR BRAZIL
SAO PAULO BRAZIL
BOURGAS BULGARIA
VARNA BULGARIA
VRAJDEBNA BULGARIA
OUAGADOUGOU BURKMA FASO
PHNOM PENH CAMBODIA
DOUALA CAMEROON
YAOUNDE CAMEROON
CALGARY CANADA
MONTREAL CANADA
VANCOUVER CANADA
PRAIA CAPE VERDE
ANTOFAGASTA CHILE
▇▇▇▇▇▇▇▇▇▇ CHILE
IQUIQUE CHILE
LA SERENA CHILE
PUNTA ARENAS CHILE
▇▇▇▇▇▇▇▇ CHILE
BEIJING CHINA
GUANGZHOU CHINA
SHANGHAI CHINA
BARRANQUILLA COLOMBIA
BOGOTA COLOMBIA
CALI COLOMBIA
CARTEGENA COLOMBIA
MEDELLIN COLOMBIA
BRAZZAVILLE CONGO
KINSHASA CONGO
POINT NOIRE CONGO
SAN ▇▇▇▇ ▇▇▇▇▇ RICA
ABIDJAN COTE D'IVOIRE
DUBROVNIK CROATIA
RIJEKA CROATIA
SPLIT CROATIA
ZAGREB CROATIA
NICOSIA CYPRUS
BRNO CZECH REPUBLIC
OLOMOUC CZECH REPUBLIC
OSTRAVA CZECH REPUBLIC
PRAGUE CZECH REPUBLIC
iPASS/EQUANT CONFIDENTIAL - FINAL
6
TABLE 1 TO ATTACHMENT 1 (CONTINUED)
EQUANT NODES BY COUNTRY WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF JUNE 1, 2002 AND IS SUBJECT TO CHANGE WITHOUT
NOTICE.
ZLIN CZECH REPUBLIC
AARHUS DENMARK
COPENHAGEN DENMARK
SANTO ▇▇▇▇▇▇▇ DOMINICAN REPUBLIC
GUAYAQUIL ECUADOR
QUITO ECUADOR
ALEXANDRIA EGYPT
CAIRO EGYPT
HURGHADA EGYPT
LUXOR EGYPT
SHARM EL SHEIKH EGYPT
SAN SALVADOR EL SALVADOR
TALLINN ESTONIA
ASMARA ENTREA
HELSINKI FINLAND
MARSEILLE FRANCE
NANTES FRANCE
NICE FRANCE
PARIS FRANCE
TOULOUSE FRANCE
TBILISI GEORGIA
ACCRA GHANA
AACHEN GERMANY
AUGSBURG GERMANY
BERLIN GERMANY
BONN GERMANY
BREMEN GERMANY
COLOGNE GERMANY
DARMSTADT GERMANY
DRESDEN GERMANY
DUESSELDORF GERMANY
ESSEN GERMANY
FRANKFURT GERMANY
FREIBURG GERMANY
HAMBURG GERMANY
HANOVER GERMANY
KARLSRUHE GERMANY
KASSEL GERMANY
KELSTERBACH GERMANY
KIEL GERMANY
LEIPZIG GERMANY
LUEBECK GERMANY
MANNHEIM GERMANY
MOENCHENGLADBACH GERMANY
iPASS/EQUANT CONFIDENTIAL - FINAL
7
TABLE 1 TO ATTACHMENT 1 (CONTINUED)
EQUANT NODES BY COUNTRY WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF JUNE 1, 2002 AND IS SUBJECT TO CHANGE WITHOUT
NOTICE.
MUNICH GERMANY
NUREMBERG GERMANY
ROSTOCK LAAGE GERMANY
SAARBRUECKEN GERMANY
STUTTGART GERMANY
WUERZBURG GERMANY
GIBRALTAR GIBRALTAR
ATHENS GREECE
HERAKLION GREECE
IOANNINA GREECE
KAVALA GREECE
KERKYRA GREECE
PATRAS GREECE
▇▇▇▇▇▇ GREECE
THESSALONIKI GREECE
POINT A ▇▇▇▇▇ GUADELOUPE
GUAM GUAM
GUATEMALA CITY GUATEMALA
CONAKRY GUINEA
PORT AU PRINCE HAITI
SAN ▇▇▇▇▇ SULA HONDURAS
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
GYOR HUNGARY
REYKJAVIK ICELAND
MUMBAI & DELHI INDIA
DENPASAR BALI INDONESIA
JAKARTA INDONESIA
SURABAYA INDONESIA
CORK IRELAND
DUBLIN IRELAND
▇▇▇▇▇▇▇ IRELAND
TELA VIV YAFO ISRAEL
BARI ITALY
BOLOGNA ITALY
BOLZANO ITALY
CATANIA ITALY
▇▇▇▇▇▇▇▇ ITALY
GENOA ITALY
MILAN ITALY
NAPLES ITALY
PADOVA ITALY
PALERMO ITALY
iPASS/EQUANT CONFIDENTIAL - FINAL
8
TABLE 1 TO ATTACHMENT 1 (CONTINUED)
EQUANT NODES BY COUNTRY WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF JUNE 1, 2002 AND IS SUBJECT TO CHANGE WITHOUT
NOTICE.
PARMA ITALY
PERUGIA ITALY
RIMINI ITALY
ROME ITALY
TURIN ITALY
UDINE ITALY
VENICE ITALY
VERONA ITALY
VICENZA ITALY
FUKUOKA JAPAN
HIROSHIMA JAPAN
NAGOYA JAPAN
OKINAWA JAPAN
OSAKA JAPAN
SAPPORO JAPAN
SENDAI JAPAN
TOKYO JAPAN
AMMAN JORDAN
ALMATY KAZAKHSTAN
MOMBASA KENYA
NAIROBI KENYA
PUSAN KOREA
SEOUL KOREA
KUWAIT KUWAIT
BISHKEK KYRGYZSTAN
VIENTIANE LAOS
RIGA LATVIA
BEIRUT LEBANON
VILNIUS LITHUANIA
LUXEMBOURG LUXEMBOURG
MACAU MACAU
SKOPJE MACEDONIA
ANTANANARIVO MADAGASCAR
LILONGWE MALAWI
JOHOR BAHRU MALAYSIA
KOTA KINABALU MALAYSIA
KUALA LUMPUR MALAYSIA
KUANTAN MALAYSIA
KUCHING MALAYSIA
PENANG MALAYSIA
BAMAKO MALI
MALTA MALTA
FORT DE FRANCE MARTINIQUE
NOUAKCHOTT MAURITANIA
iPASS/EQUANT CONFIDENTIAL - FINAL
9
TABLE 1 TO ATTACHMENT 1 (CONTINUED)
EQUANT NODES BY COUNTRY WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF JUNE 1, 2002 AND IS SUBJECT TO CHANGE WITHOUT
NOTICE.
MAURITIUS MAURITIUS
CANCUN MEXICO
GUADALAJARA MEXICO
MEXICO CITY MEXICO
MONTERREY MEXICO
PUERTO VALLARTA MEXICO
CHISINAU MOLDOVA
ULAANBAATAR MONGOLIA
TANGIER MOROCCO
CASABLANCA MOROCCO
MAPUTO MOZAMBIQUE
WNDHOEK NAMIBIA
CURACAO NETHERLAND ANTILLES
ST. MAARTEN NETHERLAND ANTILLES
AMSTERDAM NETHERLANDS
EINDHOVEN NETHERLANDS
GRONINGEN NETHERLANDS
ROTTERDAM NETHERLANDS
THE HAGUE NETHERLANDS
AUKLAND NEW ZEALAND
CHRISTCHURCH NEW ZEALAND
MANAGUA NICARAGUA
NIAMEY NIGER
KANO NIGERIA
LAGOS NIGERIA
PORT HARTCOURT NIGERIA
SAIPAN ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
STAVANGER NORWAY
MUSCAT OMAN
ISLAMABAD PAKISTAN
KARACHI PAKISTAN
LAHORE PAKISTAN
PANAMA CITY PANAMA
ASUNCION PARAGUAY
LIMA PERU
CEBU PHILIPPINES
MANILA PHILIPPINES
BIOLYSTOK POLAND
BYDGOSCZCZ POLAND
GDANSK POLAND
KATOWICE POLAND
KRAKOW POLAND
iPASS/EQUANT CONFIDENTIAL - FINAL
10
TABLE 1 TO ATTACHMENT 1 (CONTINUED)
EQUANT NODES BY COUNTRY WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF JUNE 1, 2002 AND IS SUBJECT TO CHANGE WITHOUT
NOTICE.
LUBLIN POLAND
OLSZTYN POLAND
POZNAN POLAND
RZESZOW POLAND
SZCZECIN POLAND
WARSAW PORTUGAL
CROCLAW PORTUGAL
FARO PORTUGAL
FUNCHAL PORTUGAL
LISBON PUERTO RICO
PORTO REUNION
SAN ▇▇▇▇ ROMANIA
ST. DENIS ROMANIA
BUCHAREST ROMANIA
CONSTANTA RUSSIA
TIMISOARA RUSSIA
EKATERINBURG RUSSIA
IRKUTSK RUSSIA
KHABAROVSK RUSSIA
MOSCOW RUSSIA
NIZHNIY NOVGOROD RUSSIA
NOVOSIBIRSK RUSSIA
PETROPAVLOVSK RUSSIA
ROSTOV RUSSIA
SAMARA RUSSIA
ST. PETERSBURG RUSSIA
TYUMEN RUSSIA
VLADIVOSTOK RUSSIA
VORNOEZH RUSSIA
YUZHNO
SAKHALINSK RUSSIA
KIGALI RWANDA
MAHE ISLAND SEYCHELLES ISLANDS
FREETOWN SIERRA LEONE
SINGAPORE SINGAPORE
BRATISLAVA SLOVAKIA
KOSICE SLOVAKIA
LJUBLIANA SLOVENIA
MARIBOR SLOVENIA
CAPE TOWN SOUTH AFRICA
DURBAN SOUTH AFRICA
JOHANNESBURG SOUTH AFRICA
ALICANTE SPAIN
BARCELONA SPAIN
iPASS/EQUANT CONFIDENTIAL - FINAL
11
TABLE 1 TO ATTACHMENT 1 (CONTINUED)
EQUANT NODES BY COUNTRY WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF JUNE 1, 2002 AND IS SUBJECT TO CHANGE WITHOUT
NOTICE.
BILBAO SPAIN
LAS PALMAS SPAIN
MADRID SPAIN
MALAGA SPAIN
PALMA MALLORCA SPAIN
SAN SEBASTIAN SPAIN
SEVILLA SPAIN
TENERIFE SPAIN
VALENCIA SPAIN
ZARAGOZA SPAIN
MBABANE SWAZILAND
COLOMBO SRI LANKA
GOTHENBURG SWEDEN
MALMO SWEDEN
STOCKHOLM SWEDEN
BERNE SWITZERLAND
GENEVA SWITZERLAND
LUGANO SWITZERLAND
ZUERICH SWITZERLAND
HSINCHUN TAIWAN
KAOHSIUNG TAIWAN
TAICHUNG TAIWAN
TAINAN TAIWAN
TAIPEI TAIWAN
ARUSHA TANZANIA
DAR ES SALAAM TANZANIA
LOME TOGO
ADANA TURKEY
ANKARA TURKEY
ANTALYA TURKEY
BODRUM TURKEY
BURSA TURKEY
GAZIANTEP TURKEY
ISTANBUL TURKEY
IZMIR TURKEY
KUSADASI TURKEY
MERSIN TURKEY
KAMPALA UGANDA
DNEPROPETROVSK UKRAINE
KIEV UKRAINE
LVOV UKRAINE
ODESSA UKRAINE
DUBAI UNITED ARAB EMIRATES
CAMBRIDGE UNITED KINGDOM
iPASS/EQUANT CONFIDENTIAL - FINAL
12
TABLE 1 TO ATTACHMENT 1 (CONTINUED)
EQUANT NODES BY COUNTRY WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF JUNE 1, 2002 AND IS SUBJECT TO CHANGE WITHOUT
NOTICE.
GLASGOW UNITED KINGDOM
LONDON UNITED KINGDOM
SOUTHAMPTON UNITED KINGDOM
ATLANTA USA
CHICAGO USA
COLUMBUS USA
DALLAS USA
DENVER USA
DETROIT USA
HOUSTON USA
LOS VEGAS USA
LOS ANGELES USA
MIAMI USA
NEW YORK USA
ORLANDO USA
PHILADELPHIA USA
PITTSBURGH USA
SEATTLE USA
ST. CROIX VIRGIN ISLANDS USA
WASHINGTON USA
TASHKENT UZBEKISTAN
CARACAS VENEZUELA
MARACAIBO VENEZUELA
PUERTO LA ▇▇▇▇ VENEZUELA
APIA WESTERN SAMOA
BELGRADE YUGOSLAVIA
LUSAKA ZAMBIA
NDOLA ZAMBIA
HARARE ZIMBABWE
iPASS/EQUANT CONFIDENTIAL - FINAL
13
TABLE 2 TO ATTACHMENT 1
EQUANT NODES BY COUNTRY WHERE CUSTOMER IS PERMITTED TO RESELL ISP SERVICE TO
ITS ISP CUSTOMERS AND ISP END USERS:
THIS TABLE OF NODES IS CURRENT AS OF JUNE 1, 2002 AND IS SUBJECT TO CHANGE
WITHOUT NOTICE.
Argentina Macedonia
Australia Malaysia
Austria Malta
Belgium Martinique
Bolivia Mexico
Bahamas Moldova Rep. Of
Brazil Monaco
Bulgaria Mongolia
Cameroon Namibia
Canada Netherland Antilles
Cape Verde Netherlands
Chile New Zealand
Colombia Nicaragua
Cote d'Ivoire Niger
Croatia Nigeria
Czech Republic Northern Mariana Islands
Denmark Norway
Dominican Republic Peru
El Salvador Portugal
Estonia Puerto Rico
Finland Reunion
France Romania
Germany Russia
Gibraltar Singapore
Greece Slovenia
Guadeloupe Slovakia
Guam Spain
Guatemala Sri Lanka
Hong Kong Sweden
Hungary Switzerland
Iceland Taiwan
Ireland Tanzania
Israel Togo
Italy U. S. A.
Japan U.S. Virgin Islands (St. Croix)
Jordan Ukraine
Korea, Rep. Of United Kingdom
Lithuania Venezuela
Luxembourg
iPASS/EQUANT CONFIDENTIAL - FINAL
14
TABLE 3 TO ATTACHMENT 1
EQUANT NODES BY COUNTRY WHERE CUSTOMER IS PERMITTED TO RESELL CORPORATE
INTERNET SERVICE USE TO ITS CORPORATE END USERS:
THIS TABLE OF NODES IS CURRENT AS OF JUNE 1, 2002 AND IS SUBJECT TO CHANGE
WITHOUT NOTICE.
Argentina Macedonia
Armenia Malaysia
Australia Martinique
Austria Mexico
Bahamas Moldova, Rep. Of
Belgium Monaco
Bolivia Morocco
Brazil Namibia
Bulgaria Mongolia
Cameroon Mozambique
Canada Netherland Antilles
Cape Verde Netherlands
Chile New Zealand
Colombia Nicaragua
Cote d'ivoire Niger
Croatia Nigeria
Czech Republic Northern Mariana Islands
Denmark Norway
Dominican Republic Pakistan
El Salvador Panama
Estonia Peru
Finland Philippines
France Poland
Germany Portugal
Gibraltar Puerto Rico
Greece Reunion
Guadeloupe Romania
Guam Russia
Guatemala Singapore
Hong Kong Slovenia
Hungary Slovakia
Iceland Spain
Indonesia Sri Lanka
Ireland Sweden
Israel Switzerland
Italy Taiwan
Japan Tanzania
Jordan Togo
Kenya U. S. A.
Korea, Rep. Of Uganda
Kuwait Ukraine
Lithuania U.S. Virgin Islands (St. Croix)
Luxembourg United Kingdom
iPASS/EQUANT CONFIDENTIAL - FINAL
15
TABLE 3 TO ATTACHMENT 1 (CONTINUED)
EQUANT NODES BY COUNTRY WHERE CUSTOMER IS PERMITTED TO RESELL CORPORATE
INTERNET SERVICE USE TO ITS CORPORATE END USERS:
THIS TABLE OF NODES IS CURRENT AS OF JUNE 1, 2002 AND IS SUBJECT TO CHANGE
WITHOUT NOTICE.
Uzbekistan
Venezuela
iPASS/EQUANT CONFIDENTIAL - FINAL
16
AMENDMENT NO. 8
TO THE MANAGED DATA NETWORK SERVICES AGREEMENT
NO. MDNS/US/IPAS/O9/96/99
This Amendment No. 8 to the Managed Data Network Services Agreement No.
MDNS/US/IPAS/09/96/99 ("AMENDMENT") is made by and between Equant Inc. F/K/A
Equant Network Services, Inc. ("Equant") and Pass Inc. F/K/A i-Pass Alliance,
Inc. ("CUSTOMER"), and shall be effective as of December 23, 2002 ("AMENDMENT
EFFECTIVE DATE").
WHEREAS, Customer and Equant entered into that certain Managed Data Network
Services Agreement No. MDNS/US/IPAS/O9/96/99 executed by Customer on September
17, 1996 (the "MDNSA"), that certain Amendment No. 1 to the MDNSA executed by
Customer on December 30, 1996 ("AMENDMENT L"), that certain Amendment No. 2 to
the MDNSA effective on October 1, 1998 ("AMENDMENT 2"). that certain Amendment
NO. 3 to the MDNSA effective on October 1, 1998 ("AMENDMENT 3"), that certain
Amendment No. 4 to the MDNSA effective on December I, 1999 ("AMENDMENT 4"), that
certain Amendment No. 5 to the MDNSA effective on February 4, 2000 ("AMENDMENT
5"), that certain Amendment No. 6 to the MDNSA effective on February 21, 2002
("AMENDMENT 6") and that certain Amendment No. 7 to the MDNSA effective on June
26, 2002 ("AMENDMENT 7") (all of the above being the "AGREEMENT"); and
WHEREAS, Customer and Equant desire to amend the Agreement to reflect certain
changes, including clarification of the regulatory restrictions with respect to
utilization of the Network.
NOW, THEREFORE, in accordance with the procedures for amendment of the Agreement
set forth in Section 15.8 of the Agreement and in consideration of the mutual
promises contained herein and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties do hereby agree as
follows:
1. DEFINITIONS.
All other capitalized terms used in the Amendment shall have the respective
meanings given to such terms in the Agreement unless otherwise set forth in this
Amendment.
2. EXTENSION OF INITIAL TERM.
The Agreement is hereby amended by deleting Clause 1.1.13 and substituting the
following new clause therefore:
"1.1.13 "Initial Term" shall mean the period commencing on the Effective Date
and expiring on February 3, 2006."
3. REVISED PRICING.
The Agreement is hereby amended by deleting the pricing schedules in Attachment
2 -- Charges relating to Public X.28 Service Connection hourly Charges and
substituting the attached hourly Charges schedules for IP Dial - Internet Dial
Service and IP Dial - Private Dial Service therefore.
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
1
4. X.28 AND PPP DIAL DISCOUNTS DISCONTINUED.
The Agreement is hereby amended by deleting Clause 1 of Amendment Number 4 to
the Agreement regarding the monthly [ * ] on X.28 and PPP Dial Charges in its
entirety and substituting the word "reserved" therefore.
5. REVISED MINIMUM REVENUE COMMITMENT.
The Agreement is hereby amended by deleting Clauses 8 and 9 of Attachment 2 --
Charges in their entirety and substituting the following new Clause 8 therefore:
"8. MINIMUM VOLUME COMMITMENT.
8.1 During each "Commitment Period" specified below, Customer shall satisfy
the corresponding minimum volume commitment based on Customer's
combined usage of Frame Relay and IP Dial (both Internet Dial and
Private Dial) Services (each such "minimum volume commitment" will be
referred to herein as an "MVC"):
COMMITMENT PERIOD MVC
February 4, 2002 - February 3, 2003 [ * ]
February 4, 2003 - February 3, 2004 [ * ]
February 4, 2004 - February 3, 2005 [ * ]
February 4, 2005 - February 3, 2006 [ * ]
Each MVC shall be calculated after application of all discounts using
Customer's usage and monthly recurring CIR, Port and IP Dial Access
(Internet Dial or Private Dial) Charges incurred under this Agreement,
excluding one-time charges, Tail Circuit Charges, CPE Charges, and any
charges for Equant Professional Services or, subject to the following
exception, any other service or product other than Frame Relay or IP
Dial Services ("`Qualifying Charges"). Notwithstanding the foregoing
definition of Qualifying Charges, any monthly recurring Charges for Net
Hosting or Internet Direct Services incurred under this Agreement may
contribute to the MVC, up to a maximum of [ * ] per Commitment Period.
Should the actual Qualifying Charges invoiced to Customer during any
Commitment Period be less than the applicable MVC ("SHORTFALL'), Equant
shall invoice, and Customer shall pay, the Shortfall at the end of the
applicable Commitment Period that such Shortfall occurred in accordance
with Clause 9 of the Agreement.
8.2 In addition to the above MVCs and annual Commitment Periods, Customer
agrees that it shall have paid a total of [ * ] in Qualifying Charges
("TERM Commitment") between February 4, 2003 and February 3, 2006
("TERM COMMITMENT PERIOD"). If, at the end of Initial Term, the sum of
the actual Qualifying Charges invoiced to Customer during the Term
Commitment Period is less than the Term Commitment ("TERM SHORTFALL"),
then Equant shall invoice, and Customer shall pay, the Term Shortfall,
less any applicable Shortfall amounts paid by Customer under Clause 8.,
in accordance with Clause 9 of the Agreement."
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
2
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
6. SERVICE DESCRIPTIONS FOR EQUANT SERVICES.
The Agreement is hereby amended by adding the attached Service Descriptions for
Frame Relay Service, Internet Direct, Net Hosting, IP Dial Service - Internet
Dial and IP Dial Service - Private Dial as Exhibits 1 through 5, respectively,
to Attachment 1 - Description of Service.
7. NEW REGULATORY TABLES.
The Agreement is hereby amended by deleting the tables 1 - 3 of Attachment 1 --
Description of Service, as added to the Agreement by Amendment 7 in their
entirety and substituting the attached new Tables 1-3 therefore.
8. SERVICE LEVEL AGREEMENT.
Equant and Customer agree to use commercially reasonable efforts to negotiate a
service level agreement ("SLA") for Equant's IP Dial - Internet Dial Service and
execute an amendment to add the SLA to this Agreement by January 31, 2003.
9. TERMINATION OF EXISTING GLOBAL ONE AGREEMENT.
As of the Amendment Effective Date, Customer also receives Equant services under
a certain Master Agreement for Global One Business Communications Services,
Master Agreement Number 01/03/79, between Customer and Global One Communications
Holding Limited (an Equant affiliate), dated March 29, 2001 ("GLOBAL ONE
AGREEMENT"). Subject to agreement by Global One Communications Holding Limited,
Customer agrees to terminate the Global One Agreement and execute an amendment
to this Agreement with Equant by March 1, 2003, that incorporates the Equant
services provided to Customer under the Global One Agreement.
10. PRICE REVIEW.
The Agreement is hereby amended by adding the following provision as a new
Clause 9 to Attachment 2 -- Charges:
"9. The Charges set forth in this Agreement shall be reviewed by Equant and
Customer, at Customer's request, in August 2004 ("PRICE REVIEW"). The Price
Review will constitute a comparison of the Charges set forth in this Agreement
with the prices then being offered by Equant for the same services to other
resellers and distributors with similar application requirements, and under
similar contractual term and conditions with Equant, including, without
limitation, revenue commitments, term commitments and usage of Equant services
("RESELLER PRICING"). If, as a result of the Price Review requested by Customer,
it is demonstrated that the Charges set forth in this Agreement in the aggregate
are at least [ * ] higher than the comparable aggregate Reseller Pricing, then
Customer may request that the Charges set forth in this Agreement be adjusted as
of August 1,2004. It is understood that in no event shall Equant be obliged to
adjust the Charges. Notwithstanding the forgoing, in no event shall the Minimum
Volume Commitments or any Shortfall be adjusted as a result of the Price
Review."
11. ENTIRE AGREEMENT.
Except as expressly modified by this Amendment, the Agreement shall remain in
full force and effect according to its terms. This Amendment, including the
attached exhibits, schedules and tables, all of which are incorporated herein by
reference, the Agreement and the applicable Order Forms, is the
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
3
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
complete agreement of the parties and supersedes any prior agreements or
representations, whether written or oral, with respect thereto.
Provided this Amendment is accepted and executed by Equant, all charges,
discounts or rates set forth in this Amendment shall be effective beginning with
the first full billing cycle following Customer's execution and delivery of this
Amendment to Equant unless expressly stated otherwise.
IN WITNESS WHEREOF, this Amendment was entered into as of the dates set forth
below, effective as of the Amendment Effective Date.
EQUANT INC. iPASS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------- -------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Sr VP Title: CFO
Date: 12/27/02 Date:23 December 2002
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
4
TABLE 1 TO ATTACHMENT 1
EQUANT NODES (BY COUNTRY) WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF DECEMBER 17, 2002, AND IS SUBJECT TO CHANGE
WITHOUT NOTICE
TIRANA ALBANIA
ALGIERS ALGERIA
BUENOS AIRES ARGENTINA
CORDOBA ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ARGENTINA
▇▇▇▇▇▇▇ ARGENTINA
YEREVAN ARMENlA
ADELAIDE AUSTRALIA
BRISBANE AUSTRALIA
MELBOURNE AUSTRALIA
PERTH AUSTRALIA
SYDNEY AUSTRALIA
GRAZ AUSTRIA
LINZ AUSTRIA
SALZBURG AUSTRIA
VIENNA AUSTRIA
BAKU AZERBAIJAN
NASSAU BAHAMAS
BAHRAIN BAHRAIN
DHAKA BANGLADESH
ANTWERP BELGIUM
BRUGES BELGIUM
BRUSSELS BELGIUM
CHARLEROI BELGIUM
GHENT BELGIUM
HASSELT BELGIUM
KORTRIJK BELGIUM
LIEGE BELGIUM
BELIZE
BERMUDA
COCHABAMBA BOLIVIA
LA PAZ BOLIVIA
SANTA ▇▇▇▇ BOLIVIA
SARAJEVO BOSNIA HERCEGOVINA
GABORONE BOTSWANA
BELEM BRAZIL
BELO HORIZONTE BRAZIL
BRASILIA BRAZIL
CAMPINAS BRAZIL
CURITIBA BRAZIL
FLORIANOPOLIS BRAZIL
MANAUS BRAZIL
PORTO ALEGRE BRAZIL
RECIFE BRAZIL
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - ▇▇▇▇▇
▇
TABLE 1 TO ATTACHMENT 1
EQUANT NODES (BY COUNTRY) WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF DECEMBER 17, 2002, AND IS SUBJECT TO CHANGE
WITHOUT NOTICE
RIO DE JANIERO BRAZIL
SALVADOR BRAZIL
SAO PAULO BRAZIL
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
OUAGADOUGOU BURKINA FASO
PHNOM PENH CAMBODIA
DOUALA CAMEROON
YAOUNDE CAMEROON
CALGARY CANADA
MONTREAL CANADA
VANCOUVER CANADA
PRAIA CAPE VERDE
ANTOFAGASTA CHILE
▇▇▇▇▇▇▇▇▇▇ CHILE
IQUIQUE CHILE
LA SERENA CHILE
PUNTA ARENAS CHILE
SANTIAGO CHILE
BEIJING CHINA
GUANGZHOU CHINA
SHANGHAI CHINA
BARRANQUILLA COLOMBIA
BOGOTA COLOMBIA
CALI COLOMBIA
CARTEGENA COLOMBIA
MEDELLIN COLOMBIA
BRAZZAVILLE CONGO
KINSHASA CONGO
POINT NOIRE CONGO
SAN ▇▇▇▇ ▇▇▇▇▇ RICA
ABIDJAN COTE D'IVOIRE
DUBROVNIK CROATIA
RIJEKA CROATIA
SPLIT CROATIA
ZAGREB CROATIA
NICOSIA CYPRUS
BRNO CZECH REPUBLIC
OLOMOUC CZECH REPUBLIC
OSTRAVA CZECH REPUBLIC
PRAGUE CZECH REPUBLIC
ZLIN CZECH REPUBLIC
AARHUS DENMARK
COPENHAGEN DENMARK
SANTO ▇▇▇▇▇▇▇ DOMINICAN REPUBLIC
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
6
TABLE 1 TO ATTACHMENT 1
EQUANT NODES (BY COUNTRY) WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF DECEMBER 17, 2002, AND IS SUBJECT TO CHANGE
WITHOUT NOTICE
GUAYAQUIL ECUADOR
QUITO ECUADOR
ALEXANDRIA EGYPT
CAIRO EGYPT
HURGHADA EGYPT
LUXOR EGYPT
SHARM EL SHEIKH EGYPT
SAN SALVADOR EL SALVADOR
TALLINN ESTONIA
ASMARA ERITREA
HELSINKI FINLAND
MARSEILLE FRANCE
NANTES FRANCE
NICE FRANCE
PARIS FRANCE
TOULOUSE FRANCE
FRENCH GUIANA
TBILISI GEORGIA
GERMANY
ACCRA GHANA
GIBRALTAR GIBRALTAR
ATHENS GREECE
HERAKLION GREECE
IOANNINA GREECE
KAVALA GREECE
KERKYRA GREECE
PATRAS GREECE
▇▇▇▇▇▇ GREECE
THESSALONIKI GREECE
POINT A ▇▇▇▇▇ GUADELOUPE
GUAM GUAM
GUATEMALA CITY GUATEMALA
CONAKRY GUINEA
PORT AU PRINCE HAITI
SAN ▇▇▇▇▇ SULA HONDURAS
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
GYOR HUNGARY
REYKJAVIK ICELAND
MAMBAI & DELHI INDIA
DENPASAR BALI INDONESIA
JAKARTA INDONESIA
SURABAYA INDONESIA
CORK IRELAND
DUBLIN IRELAND
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
7
TABLE 1 TO ATTACHMENT 1
EQUANT NODES (BY COUNTRY) WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF DECEMBER 17, 2002, AND IS SUBJECT TO CHANGE
WITHOUT NOTICE
▇▇▇▇▇▇▇ IRELAND
TELA VIV YAFO ISRAEL
BARI ITALY
BOLOGNA ITALY
BOLZANO ITALY
CATANIA ITALY
▇▇▇▇▇▇▇▇ ITALY
GENOA ITALY
MILAN ITALY
NAPLES ITALY
PADOVA ITALY
PALERMO ITALY
PARMA ITALY
PERUGIA ITALY
RIMINI ITALY
ROME ITALY
TURIN ITALY
UDINE ITALY
VENICE ITALY
VERONA ITALY
VICENZA ITALY
FUKUOKA JAPAN
HIROSHIMA JAPAN
NAGOYA JAPAN
OKINAWA JAPAN
OSAKA JAPAN
SAPPORO JAPAN
SENDAI JAPAN
TOKYO JAPAN
AMMAN JORDAN
ALMATY KAZAKHSTAN
MOMBASA KENYA
NAIROBI KENYA
PUSAN KOREA
SEOUL KOREA
KUWAIT KUWAIT
BISHKEK KYRGYZSTAN
VIENTIANE LAOS
RIGA LATVIA
BEIRUT LEBANON
VILNIUS LITHUANIA
LUXEMBOURG LUXEMBOURG
MACAU MACAU
SKOPJE MACEDONIA
ANTANANARIVO MADAGASCAR
LILONGWE MALAWI
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
8
TABLE 1 TO ATTACHMENT 1
EQUANT NODES (BY COUNTRY) WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF DECEMBER 17, 2002, AND IS SUBJECT TO CHANGE
WITHOUT NOTICE
JOHOR BAHRU MALAYSIA
KOTA KINABALU MALAYSIA
KUALA LUMPUR MALAYSIA
KUANTAN MALAYSIA
KUCHING MALAYSIA
PENANG MALAYSIA
BAMAKO MALI
MALTA MALTA
FORT DE FRANCE MARTINIQUE
NOUAKCHOTT MAURITANIA
MAURITIUS MAURITIUS
CANCUN MEXICO
GUADALAJARA MEXICO
MEXICO CITY MEXICO
MONTERREY MEXICO
PUERTO VALLARTA MEXICO
CHISINAU MOLDOVA
MONACO
ULAANBAATAR MONGOLIA
MOROCCO
MAPUTO MOZAMBIQUE
WINDHOEK NAMIBIA
CARACAO NETHERLAND ANTILLES
ST. MAARTEN NETHERLAND ANTILLES
AMSTERDAM NETHERLANDS
EINDHOVEN NETHERLANDS
GRONINGEN NETHERLANDS
ROTTERDAM NETHERLANDS
THE HAGUE NETHERLANDS
AUCKLAND NEW ZEALAND
CHRISTCHURCH NEW ZEALAND
MANAGUA NICARAGUA
NIAMEY NIGER
KANO NIGERIA
LAGOS NIGERIA
PORT HARTCOURT NIGERIA
SAIPAN ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
STAVANGER NORWAY
MUSCAT OMAN
ISLAMABAD PAKISTAN
KARACHI PAKISTAN
LAHORE PAKISTAN
PANAMA CITY PANAMA
ASUNCION PARAGUAY
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
9
TABLE 1 TO ATTACHMENT 1
EQUANT NODES (BY COUNTRY) WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF DECEMBER 17, 2002, AND IS SUBJECT TO CHANGE
WITHOUT NOTICE
LIMA PERU
CEBU PHILIPPINES
MANILA PHILIPPINES
BIALYSTOK POLAND
BYDGOSZCZ POLAND
GDANSK POLAND
KATOWICE POLAND
KRAKOW POLAND
LUBLIN POLAND
OLSZTYN POLAND
POZNAN POLAND
RZESZOW POLAND
SZCZECIN POLAND
WARSAW POLAND
WROCLAW POLAND
FARO PORTUGAL
FUNCHAL PORTUGAL
LISBON PORTUGAL
PORTO PORTUGAL
SAN ▇▇▇▇ PUERTO RICO
ST. DENIS REUNION
BUCHAREST ROMANIA
CONSTANTA ROMANIA
TIMISOARA ROMANIA
EKATERINBURG RUSSIA
IRKUTSK RUSSIA
KHABAROVSK RUSSIA
MOSCOW RUSSIA
NIZHNIY NOVGOROD RUSSIA
NOVOSIBIRSK RUSSIA
PETROPAVLOVSK RUSSIA
ROSTOV RUSSIA
SAMARA RUSSIA
ST. PETERSBURG RUSSIA
TYUMEN RUSSIA
VLADIVOSTOCK RUSSIA
VORONEZH RUSSIA
YUZHNO
SAKHALINSK RUSSIA
KIGALI RWANDA
SAUDI ARABIA
MAHE ISLAND SEYCHELLES ISLANDS
FREETOWN SIERRA LEONE
SINGAPORE SINGAPORE
BRATISLAVA SLOVAKIA
KOSICE SLOVAKIA
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
10
TABLE 1 TO ATTACHMENT 1
EQUANT NODES (BY COUNTRY) WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF DECEMBER 17, 2002, AND IS SUBJECT TO CHANGE
WITHOUT NOTICE
LJUBLIANA SLOVENIA
MARIBOR SLOVENIA
CAPE TOWN SOUTH AFRICA
DURBAN SOUTH AFRICA
JOHANNESBURG SOUTH AFRICA
ALICANTE SPAIN
BARCELONA SPAIN
BILBAO SPAIN
LAS PALMAS SPAIN
MADRID SPAIN
MALAGA SPAIN
PALMA MALLORCA SPAIN
SAN SEBASTIAN SPAIN
SEVILLA SPAIN
TENERIFE SPAIN
VALENCIA SPAIN
ZARAGOZA SPAIN
MBABANE SWAZILAND
COLOMBO SRI LANKA
GOTHENBURG SWEDEN
MALMO SWEDEN
STOCKHOLM SWEDEN
BERNE SWITZERLAND
GENEVA SWITZERLAND
LUGANO SWITZERLAND
ZUERICH SWITZERLAND
HSINCHUN TAIWAN
KAOHSIUNG TAIWAN
TAICHUNG TAIWAN
TAINAN TAIWAN
TAIPEI TAIWAN
ARUSHA TANZANIA
DARES SALAAM TANZANIA
LOME TOGO
ADANA TURKEY
ANKARA TURKEY
ANTALYA TURKEY
BODRUM TURKEY
BURSA TURKEY
GAZIANTEP TURKEY
ISTANBUL TURKEY
IZMIR TURKEY
KUSADASI TURKEY
MERSIN TURKEY
KAMPALA UGANDA
DNEPROPETROVSK UKRAINE
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
11
TABLE 1 TO ATTACHMENT 1
EQUANT NODES (BY COUNTRY) WHERE CUSTOMER IS PERMITTED TO ACCESS THE SERVICES
FOR ITS CORPORATE END USERS FOR CORPORATE INTRA-CORPORATE SERVICE USE
THIS TABLE IS CURRENT AS OF DECEMBER 17, 2002, AND IS SUBJECT TO CHANGE
WITHOUT NOTICE
KIEV UKRAINE
LVOV UKRAINE
ODESSA UKRAINE
DUBAI UNITED ARAB EMIRATES
CAMBRIDGE UNITED KINGDOM
GLASGOW UNITED KINGDOM
LONDON UNITED KINGDOM
SOUTHAMPTON UNITED KINGDOM
ATLANTA USA
CHICAGO USA
COLUMBUS USA
DALLAS USA
DENVER USA
DETROIT USA
HOUSTON USA
LAS VEGAS USA
LOS ANGELES USA
MIAMI USA
NEW YORK USA
ORLANDO USA
PHILADELPHIA USA
PITTSBURGH USA
SEATTLE USA
ST. CROIX VIRGIN
ISLAND USA
WASHINGTON USA
TASHKENT UZBEKISTAN
CARACAS VENEZUELA
MARACAIBO VENEZUELA
PUERTO LA ▇▇▇▇ VENEZUELA
BELGRADE YUGOSLAVIA
LUSAKA ZAMBIA
NDOLA ZAMBIA
HARARE ZIMBABWE
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
12
TABLE 2 TO ATTACHMENT 1
EQUANT NODES (BY COUNTRY) WHERE CUSTOMER IS PERMITTED TO RESELL ISP SERVICE
FOR ITS ISP CUSTOMERS AND ISP END USERS
THIS TABLE OF NODES IS CURRENT AS OF DECEMBER 17, 2002 AND IS
SUBJECT TO CHANGE WITHOUT NOTICE.
Argentina Lithuania
Australia Luxembourg
Austria Macedonia
Azerbaijan Malaysia
Bahamas Malta
Belgium Martinique
Bermuda Mexico
Brazil Moldova, Rep. Of
Bulgaria Monaco
Cameroon Mongolia
Canada Namibia
Cape Verde Netherland Antilles
Chile Netherlands
Colombia New Zealand
Cote d'ivoire Nicaragua
Croatia Niger
Czech Republic Nigeria
Denmark Northern Mariana Islands
Dominican Republic Norway
El Salvador Peru
Estonia Portugal
Finland Puerto Rico
France Reunion
French Guiana Romania
Germany Russia
Ghana Singapore
Gibraltar Slovakia
Greece Slovenia
Guadeloupe South Africa
Guam Spain
Guatemala Sri Lanka
Honduras Sweden
Hong Kong Switzerland
Hungary Taiwan
Iceland Tanzania
Ireland Togo
Israel Turkey
Italy U. S. A.
Japan U.S. Virgin Islands (St. Croix)
Jordan Ukraine
Korea, Rep. Of United Kingdom
Latvia Venezuela
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
13
TABLE 3 TO ATTACHMENT 1
EQUANT NODES (BY COUNTRY) WHERE CUSTOMER IS PERMITTED TO RESELL CORPORATE
INTERNET SERVICE USE TO ITS CORPORATE END USERS
THIS TABLE OF NODES IS CURRENT AS OF DECEMBER 17, 2002 AND IS SUBJECT TO
CHANGE WITHOUT NOTICE.
Argentina
Armenia
Australia
Austria
Azerbaijan
Bahamas
Belgium
Belize
Bermuda
Brazil
Bulgaria
Burkina Faso
Cameroon
Canada
Cape Verde
Chile
Colombia
Cote d'Ivoire
Croatia
Czech Republic
Denmark
Dominican Republic
Ecuador
El Salvador
Estonia
Finland
France
French Guiana
Germany
Ghana
Gibraltar
Greece
Guadalupe
Guam
Guatemala
Honduras
Hong Kong
Iceland
Indonesia
Ireland
Israel
Italy
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
14
TABLE 3 TO ATTACHMENT 1
EQUANT NODES (BY COUNTRY) WHERE CUSTOMER IS PERMITTED TO RESELL CORPORATE
INTERNET SERVICE USE TO ITS CORPORATE END USERS
THIS TABLE OF NODES IS CURRENT AS OF DECEMBER 17, 2002 AND IS SUBJECT TO
CHANGE WITHOUT NOTICE.
Japan
Jordan
Kenya
Kuwait
Kyrgyz tan
Latvia
Lebanon
Lithuania
Luxembourg
Macedonia
Malaysia
Mali
Malta
Martinique
Mexico
Moldova. Rep. Of
Monaco
Mongolia
Morocco
Mozambique
Namibia
Netherland Antilles
Netherlands
New Zealand
Nicaragua
Niger
Nigeria
Northern Mariana Islands
Norway
Pakistan
Panama
Peru
Philippines
Poland
Portugal
Puerto Rico
Reunion
Romania
Russia
Singapore
Slovakia
Slovenia
South Africa
Spain
Sri Lanka
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
15
TABLE 3 TO ATTACHMENT 1
EQUANT NODES (BY COUNTRY) WHERE CUSTOMER IS PERMITTED TO RESELL CORPORATE
INTERNET SERVICE USE TO ITS CORPORATE END USERS
THIS TABLE OF NODES IS CURRENT AS OF DECEMBER 17, 2002 AND IS SUBJECT TO
CHANGE WITHOUT NOTICE.
Sweden
Switzerland
Taiwan
Tanzania
Togo
Turkey
U. S. A.
U.S. Virgin Islands (St. Croix)
Uganda
Ukraine
United Kingdom
Uzbekistan
Venezuela
Zambia
Zimbabwe
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
16
SCHEDULE 1 TO ATTACHMENT 2 - IP DIAL SERVICE - INTERNET DIAL
HOURLY USAGE CHARGES
AVAILABILITY OF THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE DUE TO
CONSTANTLY CHANGING REGULATORY REQUIREMENT. A CHARGE LISTED IN SCHEDULE BELOW
FOR A PARTICULAR COUNTRY DOES NOT INDICATE AVAILABILITY OF THE
SERVICE FOR THAT COUNTRY.
INTERNET DIAL
HOURLY USAGE
COUNTRY CHARGES
------- -------
Albania [ * ]
Algeria [ * ]
Angola [ * ]
Antigua and Barbuda [ * ]
Argentina [ * ]
Armenia [ * ]
Aruba [ * ]
Australia [ * ]
Austria [ * ]
Azerbaijan [ * ]
Bahamas [ * ]
Bahrain [ * ]
Bangladesh [ * ]
Barbados [ * ]
Belarus [ * ]
Belgium [ * ]
Belize [ * ]
Benin [ * ]
Bermuda [ * ]
Bolivia [ * ]
Bosnia-Herzegovina [ * ]
Botswana [ * ]
Brazil [ * ]
Bulgaria [ * ]
Burkina Faso [ * ]
Burundi [ * ]
Cambodia [ * ]
Cameroon [ * ]
Canada [ * ]
Cape Verde [ * ]
Caribbean [ * ]
Cayman Islands [ * ]
Chad [ * ]
Chile [ * ]
China [ * ]
Colombia [ * ]
Congo Republic [ * ]
▇▇▇▇ Islands [ * ]
Costa Rica [ * ]
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
17
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
SCHEDULE 1 TO ATTACHMENT 2 - IP DIAL SERVICE - INTERNET DIAL
HOURLY USAGE CHARGES
AVAILABILITY OF THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE DUE TO
CONSTANTLY CHANGING REGULATORY REQUIREMENT. A CHARGE LISTED IN SCHEDULE BELOW
FOR A PARTICULAR COUNTRY DOES NOT INDICATE AVAILABILITY OF THE
SERVICE FOR THAT COUNTRY.
INTERNET DIAL
HOURLY USAGE
COUNTRY CHARGES
------- -------
Croatia [ * ]
Cyprus [ * ]
Czech Republic [ * ]
Democratic Republic Of Congo (Zaire) [ * ]
Denmark [ * ]
Dominica [ * ]
Dominican Republic [ * ]
Ecuador [ * ]
Egypt [ * ]
El Salvador [ * ]
Equatorial Guinea [ * ]
Estonia [ * ]
Ethiopia [ * ]
Fiji Islands [ * ]
Finland [ * ]
France [ * ]
French Guiana [ * ]
Gambia [ * ]
Georgia [ * ]
Germany [ * ]
Ghana [ * ]
Gibraltar [ * ]
Greece [ * ]
Grenada [ * ]
Guadeloupe [ * ]
Guam [ * ]
Guatemala [ * ]
Guinea [ * ]
Guinea-Bissau [ * ]
Guyana [ * ]
Haiti [ * ]
Honduras [ * ]
Hong Kong [ * ]
Hungary [ * ]
Iceland [ * ]
India [ * ]
Indonesia [ * ]
Ireland [ * ]
Israel [ * ]
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
18
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
SCHEDULE 1 TO ATTACHMENT 2 - IP DIAL SERVICE - INTERNET DIAL
HOURLY USAGE CHARGES
AVAILABILITY OF THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE DUE TO
CONSTANTLY CHANGING REGULATORY REQUIREMENT. A CHARGE LISTED IN SCHEDULE BELOW
FOR A PARTICULAR COUNTRY DOES NOT INDICATE AVAILABILITY OF THE
SERVICE FOR THAT COUNTRY.
INTERNET DIAL
HOURLY USAGE
COUNTRY CHARGES
------- -------
Italy [ * ]
Ivory Coast [ * ]
Jamaica [ * ]
Japan [ * ]
Jordan [ * ]
Kazakhstan [ * ]
Kenya [ * ]
Korea Republic of [ * ]
Kuwait [ * ]
Kyrgyz Republic [ * ]
Latvia [ * ]
Lebanon [ * ]
Lithuania [ * ]
Luxembourg [ * ]
Macau [ * ]
Madagascar [ * ]
Malaysia [ * ]
Mali [ * ]
Malta [ * ]
Martinique [ * ]
Mauritania [ * ]
Mauritius [ * ]
Mexico [ * ]
Moldova [ * ]
Mongolia [ * ]
Morocco [ * ]
Mozambique [ * ]
Namibia [ * ]
Nepal [ * ]
Netherlands [ * ]
Netherlands Antilles [ * ]
New Caledonia [ * ]
New Zealand [ * ]
Nicaragua [ * ]
Niger [ * ]
Nigeria [ * ]
Norway [ * ]
Oman [ * ]
Pakistan [ * ]
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
19
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
SCHEDULE 1 TO ATTACHMENT 2 - IP DIAL SERVICE - INTERNET DIAL
HOURLY USAGE CHARGES
AVAILABILITY OF THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE DUE TO
CONSTANTLY CHANGING REGULATORY REQUIREMENT. A CHARGE LISTED IN SCHEDULE BELOW
FOR A PARTICULAR COUNTRY DOES NOT INDICATE AVAILABILITY OF THE
SERVICE FOR THAT COUNTRY.
INTERNET DIAL
HOURLY USAGE
COUNTRY CHARGES
------- -------
Panama [ * ]
Papua New Guinea [ * ]
Paraguay [ * ]
Peru [ * ]
Philippines [ * ]
Poland [ * ]
Portugal [ * ]
Puerto Rico [ * ]
Qatar [ * ]
Reunion Island [ * ]
Romania [ * ]
Russian Federation [ * ]
Rwanda [ * ]
Saipan Island [ * ]
Saudi Arabia [ * ]
Senegal Republic [ * ]
Seychelles Islands [ * ]
Sierra Leone [ * ]
Singapore [ * ]
Slovakia [ * ]
Slovenia [ * ]
South Africa [ * ]
Spain [ * ]
Sri Lanka [ * ]
St. ▇▇▇ and Nevis [ * ]
St. Lucia [ * ]
St. ▇▇▇▇▇▇▇ and the Grenadines [ * ]
Sweden [ * ]
Switzerland [ * ]
Taiwan [ * ]
Tanzania [ * ]
Thailand [ * ]
Togo [ * ]
Trinidad and Tobago [ * ]
Tunisia [ * ]
Turkey [ * ]
Turkmenistan [ * ]
Turks and Caicos Islands [ * ]
U. S. Virgin Islands [ * ]
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
20
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
SCHEDULE 1 TO ATTACHMENT 2 - IP DIAL SERVICE - INTERNET DIAL
HOURLY USAGE CHARGES
AVAILABILITY OF THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE DUE TO
CONSTANTLY CHANGING REGULATORY REQUIREMENT. A CHARGE LISTED IN SCHEDULE BELOW
FOR A PARTICULAR COUNTRY DOES NOT INDICATE AVAILABILITY OF THE
SERVICE FOR THAT COUNTRY.
INTERNET DIAL
HOURLY USAGE
COUNTRY CHARGES
------- -------
Uganda [ * ]
Ukraine [ * ]
United Arab Emirates [ * ]
United Kingdom [ * ]
United States [ * ]
Uruguay [ * ]
Uzbekistan [ * ]
Venezuela [ * ]
Vietnam [ * ]
Western Samoa [ * ]
Yugoslavia [ * ]
Zambia [ * ]
Zimbabwe [ * ]
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
21
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.
SCHEDULE 2 TO ATTACHMENT 2 -- IP DIAL - PRIVATE DIAL
HOURLY USAGE CHARGES
AVAILABILITY OF THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE DUE TO
CONSTANTLY CHANGING REGULATORY REQUIREMENTS. A CHARGE LISTED IN THE
SCHEDULE BELOW FOR A PARTICULAR COUNTRY DOES NOT INDICATE AVAILABILITY OF
THE SERVICE FOR THAT COUNTRY.
GROUP 1 2 3 4 5 6 7 8 9 10 11 12 13 14
-----------------------------------------------------------------------------------------------------------------------------
PRICE PER HOUR IN [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
USD
[ * ]
GROUP 1 GROUP 2 GROUP 3 GROUP 4
------------------------------------------------------------------------------------------------------------------
Austria Monaco Denmark Czech Albania Estonia Romania
Belgium Netherlands Finland Republic Armenia Georgia Russia
France Portugal Norway Gibraltar Azerbaijan Iceland Slovakia
Germany Spain Sweden Greece Bosnia- Kazakhstan Slovenia
Ireland Switzerland Hungary Herzegovina Kyrgyzstan Ukraine
Italy UK Israel Bulgaria Latvia Uzbekistan
Luxembourg Malta Croatia Lithuania Yugoslavia
Poland Cyprus Macedonia
Turkey
GROUP 5 GROUP 6 GROUP 7 GROUP 8 GROUP 9 GROUP 10 GROUP 11
------------------------------------------------------------------------------------------------------------------
USA Mexico Australia Malaysia Guam Bangladesh Algeria
Puerto Rico Hong Kong New Indonesia China Egypt
Japan Zealand Philippines Sri Lanka Kenya
Singapore South Korea Thailand South Africa
Taiwan India
GROUP 12 GROUP 13 GROUP 14 ROW
------------------------------------------------------------------------------------------------------------------
Bahrain Oman Argentina El Salvador Bahamas Panama Rest of
Kuwait Pakistan Bolivia Guatemala Dominican Paraguay World
Pakistan UAE Brazil Honduras Republic Virgin
Lebanon ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇)
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Costa Rica Venezuela Antilles
Ecuador
iPASS/EQUANT CONFIDENTIAL - AMENDMENT NO. 8 - FINAL
22
[ * ] Certain confidential information contained in this document, marked by
brackets,is filed with the Securities and Exchange Commission pursuant to
Rule 406 of the Securities Act of 1933, as amended.