EXHIBIT 10.14
CARRIER SERVICE AGREEMENT
-------------------------
This Service Agreement ("Agreement") is made as of the 20th day of
November, 1998 ("Effective Date"), by and between NetVoice Technologies,
Inc. (NVT), with its principal office at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and CAPROCK COMMUNICATIONS with its principal office
at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ hereinafter called ("CUSTOMER").
WHEREAS, CUSTOMER is a common carrier that has requested that NVT provide
the services described in Exhibits A and B and CUSTOMER agrees to accept
said services pursuant to the terms hereof;
NOW, THEREFORE, the parties agree as follows:
1. SERVICES. NVT agrees to furnish CUSTOMER telecommunications
services set forth in Exhibit A and Exhibit B to this Agreement, at
the rates set forth therein and subject to the terms and conditions
contained in this Agreement.
2. TERM. The term of this Agreement shall commence on the Effective
Date and will continue for a period of one (1) year. After the
initial term, this Agreement shall automatically be renewed for
additional successive one (1) year terms unless either party shall
give to the other not less than sixty (60) days written notice of
termination prior to the expiration date of the then - current term.
3. CHARGES AND PAYMENT.
3.1 All Usage Charges and Monthly Recurring Charges for services
provided by NVT under this Agreement are set forth in Exhibit
A, which charges are subject to change as hereinafter provided.
3.2 Monthly Recurring Charges, Usage Charges and other charges for
services provided under this Agreement shall be payable as follows:
3.2.1 All Monthly Recurring Charges for services provided
under this Agreement will be billed in advance of
usage and shall be paid by CUSTOMER to NVT, without
demand or setoff, within 5 days after the date of the
NVT invoice.
3.2.2 All Usage Charges, if applicable, for services
provided under this Agreement will be billed
following the month in which actual usage occurred
and shall be paid by CUSTOMER to NVT, without demand
or setoff, within 10 days after the date of the NVT
invoice.
3.3 Any amount not received by NVT on the due date specified above
will be deemed past due. Any past due amounts are subject to a
late charge in the amount of one and one-half percent (1.5%)
per month compounded monthly, or the maximum rate allowed by
law, whichever is less, from the due date until payment is
received by NVT.
1
3.4 In case the CUSTOMER disputes any billing of NVT, CUSTOMER must
pay the full amount within the time frames set forth in
Sections 3.2.1 and 3.2.2. A description of the disputed
billing must be delivered to NVT in writing within 10 days of
the invoice, and NVT will set aside the disputed amount in a
separate account for up to 30 days while the Parties attempt to
resolve the dispute.
3.5 NVT reserves the right to increase the Usage Charges, Monthly
Recurring Charges and service charges hereunder upon at least
forty-five (45) days prior notice to CUSTOMER, provided
CUSTOMER may elect to terminate this Agreement without penalty
in the event of any such increase. In order to exercise such
election to terminate, CUSTOMER must give NVT written notice of
such election within (15) days after the date of the notice of
increase from NVT.
4. TAX EXEMPTION CERTIFICATE. Should CUSTOMER claim an exemption from
any sales, use, or other tax, the CUSTOMER shall provide such
exemption information to NVT. It will be the responsibility of
CUSTOMER to make sure that its proof of exempt status remains
current. In no event shall NVT be liable for any taxes due by
CUSTOMER and CUSTOMER hereby indemnifies NVT against any such claims
for taxes by any tax in authority or party acting on behalf of such
taxing authority.
5. LIMITATION OF LIABILITY. NVT'S LIABILITY HEREUNDER IS LIMITED TO
DIRECT DAMAGES ONLY. NVT WILL NOT BE RESPONSIBLE FOR CONSEQUENTIAL,
INCIDENTAL, SPECIAL OR INDIRECT LOSS OR DAMAGE OF ANY KIND. NVT
SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, COST OR EXPENSE
ARISING FROM THE DELAY OF ANY TELEPHONE OPERATING COMPANY, LOCAL
EXCHANGE CARRIER, OR ANY OTHER THIRD PARTY, ABSENT GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT ON THE PART OF NVT.
6. INDEMNIFICATION. CUSTOMER hereby indemnifies and holds harmless
NVT, its affiliates, their respective officers, directors,
shareholders, employees, agents, successors and assigns, and each of
them, from and against any and all damages, losses, claims,
liabilities, demands, charges, suits, penalties, costs of expenses,
whether accrued, absolute, contingent or otherwise, including but
not limited to court costs and attorney's fees, which any of the
foregoing may incur or to which any of the foregoing may be
subjected, arising out of or otherwise based upon any of the
following:
6.1 Any breach or default by CUSTOMER under any of the provisions
of this Agreement or of any other agreement or instrument to
which NVT or an affiliate is a party or which is in favor of
NVT or an affiliate of NVT;
2
6.2 Claims of any third person or entity for libel, slander,
infringement of copyright, or unauthorized use of trademark,
trade names, or service ▇▇▇▇ arising out of material, data,
information, or other content transmitted by CUSTOMER over
NVT's networks; or
6.3 Any act or omission of CUSTOMER or its agents, servants,
employees, contractors, or representatives.
For purposes of this Agreement, an "affiliate" of NVT includes any
person or entity controlling, controlled by or under common control
with NVT.
7. SUSPENSION OF SERVICE; TERMINATION OF AGREEMENT. In the event CUSTOMER:
a. Breaches any provision of this Agreement including but not
limited to the provisions regarding payment; or
b. Files or initiates proceedings or has proceedings filed or
initiated against it, relating to its liquidation, insolvency,
reorganization or relief (such as the appointment of a trustee,
receiver, liquidator, custodian or other official) under any
bankruptcy, insolvency or other similar law or makes an
assignment for the benefit of its creditors or enters into an
agreement for the composition, extension or readjustment of its
obligations in connection with the foregoing;
Then NVT may, upon notice to CUSTOMER, at the NVT's option and in
addition to such other rights or remedies as it may have under this
Agreement, at law or in equity, without incurring any liability; (i)
suspend service to CUSTOMER until such time that such circumstance
is corrected (provided NVT shall not be prohibited from terminating
this Agreement after suspending service; (ii) declare all charges
that have been billed to CUSTOMER by NVT to be immediately due and
payable, whereupon all such amounts shall become immediately due and
payable; or (iii) terminate this Agreement.
8. CROSS DEFAULT/CROSS TERMINATION. NVT, at its option, may also
terminate services provided to CUSTOMER under this Agreement upon at
least (30) days notice to CUSTOMER, in addition to such other rights
or remedies as NVT may have under any agreement, at law or in
equity, in the event CUSTOMER or any affiliate of CUSTOMER breaches
any provision of any other agreement or instrument with or in favor
of NVT or any affiliate of NVT.
9. FORCE MAJEURE. Notwithstanding anything to the contrary herein, NVT
shall not be liable to CUSTOMER or any other person or entity for
damages, or deemed to be in breach of this Agreement, due to causes
outside of NVT's reasonable control, including, without limitation,
acts of God, fire, explosion, vandalism, storm or other natural
occurrences; any law, order, regulation, direction, action or
request of the United States government or of any government
(including without limitation, state and local governments having
jurisdiction over any of the parties) or of any department, agency,
commission, court, bureau, corporation or other instrumentality of
any one or more of such governments, or of any civil or military
authority; national emergencies; insurrection; riots; wars; strikes,
lockouts, work stoppage or other such labor difficulties; or any act
or omission of any other person or entity.
3
10. ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
permitted assigns. CUSTOMER may not assign, delegate, or transfer
any of its rights or obligations hereunder without the prior written
consent of NVT. For purposes hereof, the following also constitutes
an assignment: (a) any merger, consolidation or reorganization to
which CUSTOMER is a party, (b) the sale or transfer of all or
substantially all the assets of CUSTOMER, or (c) the sale, issuance
or transfer of any voting securities of CUSTOMER which results in a
change in control of CUSTOMER.
11. WAIVER. The delay or failure of NVT to enforce or insist upon
compliance with any of the terms or conditions of this Agreement or
to exercise any remedy provided herein, the waiver of any term or
condition of this Agreement or the granting of an extension of time
for performance shall not constitute the permanent waiver of any
term, condition or remedy of or under this Agreement, and this
Agreement and each of its provision shall remain at all times in
full force and effect unless and until modified as provided herein.
12. NOTICES. All notices required by this Agreement shall be assumed to
have been delivered when sent in a sealed envelope, postage prepaid
and sent either express or overnight delivery or registered or
certified mail, return receipt requested and addressed to each party
as follows:
If to NVT: NetVoice Technologies, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
If to CUSTOMER: CAPROCK COMMUNICATIONS
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATT: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
13. SEVERABILITY. If any term, covenant, or condition of this Agreement
or the application thereof to any person or circumstance shall be
determined to any extent to be invalid or unenforceable, the
remainder of this Agreement, or the application of such term,
covenant, or condition to persons or circumstances other than those
as to which it is held invalid or unenforceable, shall not be
affected by such determination.
14. SURVIVAL. The covenants and agreements of CUSTOMER contained in this
Agreement with respect to payment of amounts due and indemnification
shall survive any termination of this Agreement.
15. HEADINGS. Headings contained herein are provided for convenience
and reference only and do not affect or limit the interpretation,
contents or terms of this Agreement.
16. GOVERNING LAW AND CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE VALIDITY AND
PERFORMANCE HEREOF SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE
STATE OF TEXAS AND CUSTOMER HEREBY CONSENTS TO THE JURISDICTION OF
THE COURTS OF SAID STATE WITH RESPECT TO ANY DISPUTE,
4
CONTROVERSY OR OTHER MATTER RELATING TO OR ARISING OUT OF THIS AGREEMENT.
17. EXECUTION. This Agreement may be executed in counterparts and each
of such counterparts shall, for all purposes, be deemed to be an
original but all together only one Agreement.
18. THIRD PARTIES. Nothing contained in this Agreement or in any
instrument or document executed by any party in connection with the
transactions contemplated hereby shall create any rights in, or be
deemed to have been executed for the benefit of, any person or
entity that is not a party hereto or a successor or permitted assign
of a party hereto.
19. REGULATORY CHANGES. In the event of any regulatory, judicial, or
legislative body having jurisdiction over the way in which services
referenced herein are provided, materially changes the scope, terms,
or operating conditions of this Agreement, NVT may terminate this
agreement in its sole discretion without penalty.
20. ADDITIONAL PROVISIONS.
A. Nothing herein shall be construed as conveying any interest in
any property of NVT, and CUSTOMER shall not represent that such
conveyance has occurred.
B. The provision of service by NVT is subject to the condition
that the service will not be used for any unlawful purpose.
21. ENTIRE AGREEMENT. This Agreement, including its Exhibits,
constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes al prior or contemporaneous
agreements, whether written or oral, between NVT and CUSTOMER. No
waiver, alteration or modification or any of the provisions of this
Agreement, shall be binding unless in writing and signed by a duly
authorized representative of the parties; provided, however, that
only written notice to CUSTOMER is required to increase service
rates in accordance with Section 3.6.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year above written as the effective date.
NetVoice Technologies, Inc. CUSTOMER
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- ------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
(Print Name)
Title: President Title: V.P. Network Serv
---------------------------
Date: 11/24/98 Date: 11-20-98
------------------------- ----------------------------
5
EXHIBIT A
---------
NETVOICE TECHNOLOGIES, INC.
---------------------------
TAMPA & JACKSONVILLE TERMINATION SERVICE
NVT will terminate telecommunications received from Customer by means of
a DS1 (T-1) interconnection at one of NVT's points of presence to the
NPA/NXX numbers associated with that point of presence for local
termination, or to the NPA/NXX for the respective point of presence in
other on-net cities for IP Long Haul, as described in Exhibit B for the
following charges:
I P Long Haul Local Termination
------------- -----------------
1 - 4 T-1 $4000 each $4000 each
5 - 12 " " " 3800 "
13- 28 " " " 3600 "
29+ " " " 3400 "
1 P Long Haul Prices are FOB NVT POP. INCLUDES LONG HAUL AND
TERMINATION in local calling area of its on-net cities
Local termination is FOB NVT POP.
Net Voice Technologies, Inc. CUSTOMER
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------- ------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
6
EXHIBIT B
---------
NETVOICE TECHNOLOGIES, INC.
---------------------------
Termination Service
NPA/NXX LISTINGS
----------------
Tampa
Jacksonville
Lists to be provided.
7
CAPROCK
COMMUNICATIONS
Addendum A.2
International Terminating Rates for
NetVoice Technologies, Inc.
Code Country RATE
93 Afghanistan $0.7000
355 Albania $0.2100
▇▇▇ ▇▇▇▇▇▇▇ $0.2800
664 American Samoa $0.1900
376 Andorra $0.1600
▇▇▇ ▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇) $0.2900
672 Antarctica $0.2200
NPA 268 Antigua $0.3400
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇▇▇▇▇▇▇, Cellular $0.8000
374 Armenia $0.4000
297 Aruba $0.2100
247 Ascension Island $0.5200
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇▇▇▇▇▇▇, Cellular $0.8000
▇▇ ▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ $0.3500
NPA 242 Bahamas $0.1400
973 Bahrain $0.4200
880 Bangladesh $0.6000
NPA ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ $0.2900
▇▇ ▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇▇▇▇▇, Cellular $0.8000
501 Belize $0.4500
229 Benin $0.4200
NPA 441 Bermuda $0.1400
975 Bhutan $0.3800
591 Bolivia $0.3500
▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ $0.2700
267 ▇▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇ ▇▇▇▇▇▇ $0.2700
Brazil, Cellular $0.8000
5511 Brazil, Sao Paulo $0.1500
NPA 284 British Virgin Islands $0.2800
(Confidential and Proprietary)
Page 1 of 8
June 10, 1999
Initials Initials FPR
------- -------
Addendum A.2
International Terminating Rates for
NetVoice Technologies, Inc.
673 Brunei $0.2900
▇▇▇ ▇▇▇▇▇▇▇▇ $0.2500
226 Burkina Faso $0.4500
257 Burundi $0.4200
855 Cambodia $0.6700
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ $0.4200
NPA ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Republic $0.5500
235 Chad $0.7700
▇▇ ▇▇▇▇▇ $0.1500
86 China $0.3000
China, Cellular $0.8000
6724 Christmas & Coco Island $0.2500
▇▇ ▇▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ $0.1500
572 Colombia, Cali $0.1500
Colombia, Cellular $0.8000
574 Colombia, Medellin $0.1500
269 Comoros $0.4500
242 Congo $0.4500
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ $0.1700
Costa Rica, Cellular $0.8000
▇▇▇ ▇▇▇▇▇▇▇ $0.2400
▇▇ ▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ $0.2200
42 Czech & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇▇▇▇▇, Cellular $0.8000
246 ▇▇▇▇▇ ▇▇▇▇▇▇ $0.4200
253 Djibouti $0.6000
NPA 767 Dominica $0.4000
NPA ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ $0.2700
Ecuador, Cellular $0.8000
20 Egypt $0.4600
(Confidential and Proprietary)
Page 2 of 8
June 10, 1999
Initials Initials FPR
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Addendum A.2
International Terminating Rates for
NetVoice Technologies, Inc.
503 El Salvador $0.2800
El Salvador, Cellular $0.8000
240 Equatorial Guinea $0.6500
291 Eritrea $0.7600
372 Estonia $0.1900
251 Ethiopia $0.8000
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $0.2700
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ $0.0800
33 France $0.0600
596 French Antilles/Martinique $0.2800
594 French Guiana $0.3000
689 French Polynesia $0.4000
241 Gabonese $0.4900
▇▇▇ ▇▇▇▇▇▇ $0.4000
995 Georgia $0.3800
▇▇ ▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇▇▇▇▇, Cellular $0.8000
233 Ghana $0.3600
350 Gibraltar $0.2100
30 Greece $0.2300
299 Greenland $0.2300
NPA 473 Grenada $0.4000
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ $0.3000
NPA 671 Guam $0.0900
5399 Guantanamo $0.2800
502 Guatemala $0.2400
224 Guinea $0.3000
245 Guinea Bissau $0.5900
592 Guyana $0.5600
509 Haiti $0.3900
504 Honduras $0.3900
852 Hong Kong $0.0800
Hong Kong, Cellular $0.8000
36 Hungary $0.1900
354 Iceland $0.1300
(Confidential and Proprietary)
Page 3 of 8
June 10, 1999
Initials Initials FPR
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Addendum A.2
International Terminating Rates for
NetVoice Technologies, Inc.
91 India $0.4900
9122 India, Bombay $0.4900
9144 India, Madras $0.4900
9111 India, New Delhi $0.4900
62 Indonesia $0.2800
▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇ $4.5000
874 Inmarsat-ATLANTIC WEST $4.5000
873 Inmarsat-INDIAN OCEAN $4.5000
872 Inmarsat-PACIFIC OCEAN $4.5000
98 Iran $0.5800
964 Iraq $0.6800
▇▇▇ ▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇▇▇▇▇, Cellular $0.8000
▇▇▇ ▇▇▇▇▇▇ $0.1300
Israel, Cellular $0.8000
▇▇ ▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇ D) $0.7200
NPA 876 Jamaica $0.4200
▇▇ ▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇▇▇, Cellular $0.8000
962 Jordan $0.4900
Jordan, Cellular $0.8000
7336 Kazakhstan $0.3500
254 Kenya $0.4800
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ $0.5500
82 Korea, South $0.1400
965 Kuwait $0.5400
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ $0.3500
▇▇▇ ▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ $0.2600
961 Lebanon $0.4500
Lebanon, Cellular $1.0000
266 Lesotho $0.3200
231 Liberia $0.3000
218 Libya $0.2500
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ $0.1000
(Confidential and Proprietary)
Page 4 of 8
June 10, 1999
Initials Initials FPR
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Addendum A.2
International Terminating Rates for
NetVoice Technologies, Inc.
370 Lithuania $0.2600
352 Luxembourg $0.1000
853 Macao $0.2500
389 Macedonia $0.2700
261 Madagascar $0.4700
265 Malawi $0.3000
60 Malaysia $0.1600
960 Maldives $0.5000
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ $0.6200
356 Maita $0.1900
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ $0.5100
230 Mauritius $0.5800
691 Micronesia $0.4600
▇▇▇ ▇▇▇▇▇▇▇ $0.3400
377 Monaco $0.1200
976 Mongolia $0.6400
NPA ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ $0.3500
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇▇) $0.6700
▇▇▇ ▇▇▇▇▇▇ $0.2400
674 Nauru $0.5900
977 Nepal $0.5900
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, Cellular $0.8000
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Antilles $0.2800
687 New Caledonia $0.4000
64 New Zealand $0.0700
▇▇▇ ▇▇▇▇▇▇▇▇▇ $0.3600
227 Niger $0.4800
▇▇▇ ▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ $0.6900
NPA 670 North Mariana/Saipan $0.1600
▇▇ ▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇▇▇▇, Cellular $0.8000
▇▇▇ ▇▇▇▇ $0.5500
(Confidential and Proprietary)
Page 5 of 8
June 10, 1999
Initials Initials FPR
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Addendum A.2
International Terminating Rates for
NetVoice Technologies, Inc.
92 Pakistan $0.6000
680 Palau $0.4100
▇▇▇ ▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇▇▇▇, Cellular $1.0000
675 Papua New Guinea $0.2600
595 ▇▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇ ▇▇▇▇ $0.3600
511 Peru, Lima $0.2800
63 Philippines $0.2700
Philippines/Cellular $0.8000
48 Poland $0.2200
351 Portugal/Azores $0.1900
▇▇▇ ▇▇▇▇▇ $0.4900
262 Reunion Island $0.2900
40 Romania $0.3100
▇ ▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ $0.1000
▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇ $0.1500
250 Rwanda $0.6400
378 San Marino $0.2100
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ $0.5800
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $0.5900
248 Seychelles $0.7000
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ $0.1500
▇▇▇ ▇▇▇▇▇▇▇▇ $0.2400
▇▇▇ ▇▇▇▇▇▇▇▇ $0.2600
677 Solomon Islands $0.4900
252 Somalia $0.5700
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ $0.2800
▇▇ ▇▇▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇ $0.5800
▇▇▇ ▇▇. ▇▇▇▇▇▇ $0.5400
NPA ▇▇▇ ▇▇. ▇▇▇▇▇-▇▇▇▇▇ $0.3400
NPA 758 St. Lucia $0.4100
508 St. Pierre/Miquelon $0.2300
(Confidential and Proprietary)
Page 6 of 8
June 10, 1999
Initials Initials FPR
------- -------
Addendum A.2
International Terminating Rates for
NetVoice Technologies, Inc.
NPA 784 St. ▇▇▇▇▇▇▇/Grenadine/Mu $0.4400
249 Sudan $0.3500
597 Suriname $0.5800
268 Swaziland $0.2000
46 Sweden $0.0700
41 Switzerland $0.0800
963 Syria $0.5400
886 Taiwan $0.1800
Taiwan, Cellular $0.8000
992 Tajikistan $0.3500
255 ▇▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ $0.3500
228 Togo $0.7000
690 Tokelau $0.7200
676 Tonga $0.6700
NPA 868 Trinidad/Tobago $0.4000
216 Tunisia $0.3100
▇▇ ▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇▇▇▇, Cellular $0.8000
993 Turkmenistan $0.3500
NPA 649 Turks & Caicos $0.3800
688 Tuvalu $0.6800
256 Uganda $0.3200
▇▇▇ ▇▇▇▇▇▇▇ ▇▇.▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ $0.3500
44 United Kingdom $0.0600
598 Uruguay $0.4200
998 Uzbekistan $0.3500
678 Vanuatu $0.7500
379 Vatican City $0.1500
58 Venezuela $0.2800
Venezuela, Cellular $0.8000
84 Vietnam $0.7500
▇▇▇ ▇▇▇▇▇▇ & Futuna $0.3000
685 Western Samoa $0.5100
967 & ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ $0.6500
381 Yugoslavia $0.3100
(Confidential and Proprietary)
Page 7 of 8
June 10, 1999
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Addendum A.2
International Terminating Rates for
NetVoice Technologies, Inc.
243 Zaire $0.5100
260 Zambia $0.4000
259 Zanzibar $0.6200
263 Zimbabwe $0.2800
* International rates are subject to change with
three (3) days notice.
* International calls are billed in six (6) second
increments with a thirty (30) second minimum.
* FOB CapRock Dallas POP.
* 150,000 MOU per month per DS-1.
(Confidential and Proprietary)
Page 8 of 8
June 10, 1999
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CapRock
Communications
Addendum A.3
Mexico Terminating Rates for
NetVoice Technologies, Inc.
MEXICO
------
Band 1 $0.1500
Band 2 $0.1600
Band 3 $0.1700
Band 4 $0.1800
Band 5 $0.1800
Band 6 $0.1800
Band 7 $0.1800
Band 8 $0.1800
Mexico City (525) $0.1500
* International rates are subject to change with three
(3) days notice.
* Mexico calls are billed in full minute increments.
* FOB CapRock Dallas POP.
* 150,000 MOU per month per DS-1.
(Confidential and Proprietary)
Page 1 of 1
June 10, 1999
Initials Initials FPR
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▇▇▇▇▇▇
FIBER
PROPERTIES
DEDICATED SERVICES WORKSHEET
=========================================================================
Customer Name: NetVoice Technologies TSA No:_________________
City: Dallas Prepared by: ▇▇▇▇ ▇▇▇▇▇ Date: 06-02-98
Service: DS-3:[ ] DS-1: [X] DS-0:[ ] Other:[ ]______________
Specify
Type: 1:[X] 2: [ ] 3:[ ]
LOA Required: Yes [ ] No [X]
B8ZS:[X] ESF:[X]
LOA Attached: Yes [ ] No [X]
AMI:[ ] SF:[ ]
Tpy II Apvl Attch? Yes [ ] NO [X]
"A" LOCATION "Z" LOCATION
------------------------------------ ------------------------------------
Company Name Net Voice Technologies (▇▇▇▇▇▇ ▇▇▇▇▇) CapRock Communications
Contact/Title ▇▇▇▇ ▇▇▇▇▇▇▇▇ Director Tech on Duty
Phone @ Loc: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Address: ▇▇▇ ▇. ▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇.
City/St/Zip: ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Dallas, TX
Bldg/Flr/Room: 1650
Inside Wiring? YES[X] No[ ] YES[X] NO[ ]
Extended
Demarc? YES[ ] NO[X] YES[ ] NO[X]
Exact Dmarc Loc: ______________________________ _____________________________
Other Products and Services: Remarks:
Sales Engineer: ______________________________ ________________
Signature Date