Sample Business Contracts

Telecommunications Services Agreement - IDX International Inc. and TeleDenmark USA Inc.

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This  TELECOMMUNICATIONS  SERVICES  AGREEMENT  ("Agreement")  is entered into on
September 1, 1999 (the "Effective Date"), between:

IDX  INTERNATIONAL,  INC., a Virginia  corporation  having a business address at
11410 Isaac Newton Square North, Suite 100, Reston,  Virginia 20190 (hereinafter
"IDX"); and

TELEDENMARK  USA, INC., a Delaware  corporation  having a business address at 50
Main Street, New York 10606 (hereinafter "CARRIER"); collectively referred to as
the "Parties" individually, a "Party".


WHEREAS, IDX is a provider of international telecommunications services; and

WHEREAS,  CARRIER  desires  to  purchase  certain  telecommunications   services
provided by IDX and IDX desires to provide certain  telecommunications  services
to CARRIER all as more fully  described  on the terms and  conditions  contained

NOW  THEREFORE,  the  Parties,  in  consideration  of the mutual  covenants  and
agreements hereinafter set forth, agree as follows:


1.1      IDX, either directly or through its authorized affiliates or underlying
         carriers, shall provide telecommunications services to CARRIER to route
         CARRIER's international  telecommunications traffic to and from various
         destinations around the world, as more particularly  described in Annex
         1-A attached hereto (the "IDX  Services").  Where  applicable,  the IDX
         Services shall be hereinafter referred to as the "Services." Additional
         services  may be added from time to time to this  Agreement  upon terms
         and  conditions  to be  mutually  agreed  upon the  Parties  and may be
         included by adding an amended Annex 1 to this Agreement.

1.2      The destinations  offered by IDX for the providing  Services are listed
         in  Annex  2-A  attached   hereto  (the  "IDX   Destinations"),   which
         Destinations  may be  amended  from  time to  time by IDX by  providing
         CARRIER with seven (7) days prior to written notice.  Where applicable,
         the IDX Destinations are hereinafter referred to as the "Destinations."

2.       TERM

2.1      This Agreement  shall commence on the Effective Date and shall continue
         for an initial term ("Term") of one (1) year. Thereafter this Agreement
         shall remain in effect unless terminated by either Party by providing a
         written on (1) month notice of termination to the other party.

2.2      IDX  shall  endeavor  to  provide  the  IDX  Services  on the  date  of
         completion of testing (the "Service Date"), and each Party shall notify
         the other Party when such testing for service is completed.


3.1      The point of  interconnection  with  CARRIER for the  provision  of IDX
         Services by IDX shall be at CONNECTION POINT (the "IDX  Interconnection
         Location").  IDX will  initially  provide and pay for INBOUND  T1s, and
         CARRIER will initially provide and pay for OUTBOUND T1s.


IDX Services Agreement with CARRIER.

3.2      CARRIER  shall be  responsible  to  procure,  at its own  expense,  all
         necessary  switching  and  multiplexer  equipment  to be located in the
         CARRIER  Interconnection   Location  to  provide  voice  compression  &
         decompression   plus  International   Direct  Distance  Dialing.   This
         equipment  shall  remain the  property  of CARRIER.  CARRIER  agrees to
         provide and be responsible for the operation of the local facility, and
         shall  provide  7  days  and  24  hours  of  facility   management  and
         maintenance at the CARRIER Location.

3.3      IDX shall be responsible to procure, at its own expense, all necessary,
         switching  and   multiplexer   equipment  to  be  located  in  the  IDX
         Interconnection  Location to provide voice  compression & decompression
         plus International Direct Distance Dialing. This equipment shall remain
         the property of IDX. IDX shall  provide 7 days and 24 hours of facility
         management and maintenance at the IDX Location.

3.4      The cost of a link will be paid by the  party  using  it.  The  Parties
         shall coordinate the management of their respective system  facilities,
         with each Party being  responsible for providing and operating,  at its
         own expense, its respective network facilities.  The Parties also shall
         interface  on a 24 hours/7  days a week basis to assist each other with
         the  isolation  and repair of any facility  faults in their  respective
         networks, and with the identification,  investigation and mitigation of
         real time traffic flow problems to/from any service destination.

3.5      CARRIER  shall  provide   prompt  and  accurate   traffic   forecasting
         information  in  order  to  allow  the  efficient  provisioning  of the
         Services.  Initial  forecasts  shall be provided  prior to the Services
         Date and periodically thereafter as may be reasonably requested by IDX.
         Such forecasts shall be in a form satisfactory to IDX and shall specify
         traffic volumes, daily and seasonal profiles, and peak periods for each

3.6      IDX reserves the right to cancel and/or temporarily  suspend any of all
         of the IDX  Services if CARRIER  engages in  activities  which,  in the
         reasonable opinion of IDX, may cause disruption of service or damage to
         IDX's  network of  facilities.  IDX shall use  commercially  reasonable
         efforts to provide  CARRIER with advance notice of such  suspension and
         or  cancellation  and in any case shall  endeavor  to  provide  written
         confirmation  of  such   suspension  and  or   cancellation   within  a
         commercially reasonable time thereafter.


4.1      For the IDX Services provided pursuant to the Agreement,  CARRIER shall
         pay IDX the rates (the "Rates") by IDX  Destination  set forth in Annex
         2-A  attached  hereto,  which Rates may be adjusted by IDX from time to
         time by providing  seven (7) days prior written notice to CARRIER.  The
         IDX Rates shall hereinafter be referred to as the "Rates."

4.2      As soon as  practicable  after the end of each month.  IDX shall submit
         invoices to CARRIER for the services provided hereunder.  Such invoices
         shall be based on the chargeable  duration of the calls routed pursuant
         to this  Agreement.  The invoice will include  traffic by  destination,
         tariffs by  destination  and total  amount  due.  For  purposes of this
         Agreement,  IDX Services chargeable calls shall begin when IDX receives
         answer supervision.

4.3      All amounts due  hereunder  shall be payable to IDX in U.S.  dollars in
         immediately  available  funds  within  thirty  (30) days of the date of
         invoice,  except as agreed to by the Parties.  If CARRIER in good faith
         disputes any invoiced amount, it shall submit to IDX within thirty (30)
         days following receipt of such disputed invoice,  written documentation
         identifying the minutes and/or rates which are in dispute.  The Parties
         shall  investigate  the matter.  Any amounts due hereunder that are not
         paid when due shall  accrue  interest  at the rate of one and  one-half
         percent (1.5%) per month,  compounded  monthly,  beginning with the day
         following the date on which payment was due, and continuing  until paid
         in full.

                                                                     Page 2 of 7


IDX Services Agreement with CARRIER.

4.4      IDX may at any time  require  the  CARRIER  hereto to issue a  deposit,
         irrevocable  letter of credit or other form of security  acceptable  to
         IDX, if  CARRIER's  financial  circumstances  or payment  history is or
         becomes unacceptable to IDX based upon reasonable supporting evidence.

4.5      All  Rates  and  other  charges  due  hereunder  are  exclusive  of all
         applicable taxes, including value added tax, sales taxes, and duties or
         levies imposed by any authority,  government or government  agency, all
         of  which  shall be paid  promptly  when  due by the  party  purchasing
         services hereunder.


5.1      In addition to any other  rights at law or in equity,  either party may
         terminate  this  Agreement  immediately  in the event that  CARRIER (i)
         fails to make any undisputed  payment when due hereunder;  (ii) becomes
         insolvent or  bankrupt,  or ceases  paying its debts  generally as they
         mature; or (iii) commits a breach of any of the terms of this Agreement
         (other than a breach of a payment obligation as addressed in (i) above)
         and fails to remedy such breach  within  thirty (30) days after receipt
         of written notice thereof from IDX.

5.2      In the event of any  termination  pursuant to this  Article 6,  CARRIER
         shall pay the applicable  Rates for any Services  rendered  through and
         including the date of termination as well as any amounts due account of
         any minimum volume  commitment  obligations and Shortfall  charges,  if
         any, arising pursuant to Annex 2-A.


6.1      The  parties  recognize  that IDX has no  control  over  how a  foreign
         administration  or third party  carrier  establishes  its own rules and
         conditions pertaining to international telecommunications services. The
         Parties  agree  that IDX  shall  not be  liable  for any loss or damage
         sustained by CARRIER,  its interconnecting  carriers,  or its end users
         due to any  failure in or  breakdown  of the  communication  facilities
         associated with providing services  hereunder,  for any interruption or
         degradation of such services, whatsoever shall be the cause or duration

6.2      In no event will IDX be liable to CARRIER for  consequential,  special,
         or indirect  losses or damages,  howsoever  arising;  and whether under
         contract,  tort or  otherwise,  including,  without  limitation,  third
         party,  claims,  loss of  profits,  or loss of or damage  to  CARRIER's
         reputation or goodwill.


This Agreement is personal to the Parties and may not be assigned or transferred
by either  Party,  without the prior  written  consent of the other Party.  Such
consent may not be  unreasonably  withheld,  except that the parties  agree that
either party may assign this Agreement  without consent to any affiliated entity
or successor in interest whether by merger,  reorganization,  or transfer of all
or substantially all of its assets.


No failure or omission by either Party, to carry out or observe any of the terms
and conditions of this Agreement (other than any payment  obligation) shall give
rise to any claim against such Party or be deemed a breach of this Agreement, if
such failure or omission arises from an act of God, an act of Government, or any
other circumstance commonly known as force majeure.


9.1      For a period of one year (1) years from the date of disclosure thereof,
         each Party shall maintain the  confidentiality,  of all  information or
         data of any nature ("Information") provided to it by the other

                                                                     Page 3 of 7


IDX Services Agreement with CARRIER.

         Party hereto provided such information  contains a conspicuous  marking
         identifying it as "Confidential" or" Proprietary." Each Party shall use
         the same  efforts  (but in no case less  than  reasonable  efforts)  to
         protect the Information it receives  hereunder as it accords to its own
         Information.  The above  requirements  shall  not apply to  Information
         which is already in the  possession of the  receiving  Party through no
         breach of an obligation of  confidentiality  to the disclosing Party or
         any third Party,  is already  publicly  available  through no breach of
         this Article 10, or has been previously  independently developed by the
         receiving  Party.  This  Agreement  shall not prevent any disclosure of
         Information  pursuant to applicable  law or  regulation,  provided that
         prior to making such  disclosure,  the receiving  Party uses reasonable
         efforts  to notify  the other  Party of the  required  disclosure.  All
         Information  provided by any Party to the other hereunder shall be used
         solely for the purpose for which it is supplied.

9.2      Neither Party shall (i) refer to itself as an authorized representative
         of the other Party in  promotional,  advertising,  or other  materials,
         (ii) use the other Party's logos,  trade marks,  service marks,  or any
         variations  thereof in any of its  promotional,  advertising,  or other
         materials,  or (iii) release any public announcements  referring to the
         other  Party of this  Agreement  without  first  having  obtained  such
         Party's Prior written consent.

10       NOTICE

10.1     All notices,  requests,  or other communications  hereunder shall be in
         writing, addressed to the parties as follows:

If to CARRIER:                      TeleDenmark USA, Inc
                                    50 Main Street
                                    White Plains, NY 10606
                                    Attention: President
                                    Tel: 914 289 0100
                                    Fax: 914 280 0105

If to IDX:                          IDX International, Inc.
                                    11410 Isaac Newton Square North, Suite 100
                                    Reston, Virginia 20190
                                    Attention: Chief Operating Officer
                                    Tel: 1-703-787-5727
                                    Fax: 1-703-787-9006

10.2     Notices  mailed by registered or certified  mail shall be  conclusively
         deemed to have been received by the addressee on the fifth business day
         following  the  mailing  of  sending  thereof.  Notices  sent  telex or
         facsimile shall be  conclusively  deemed to have been received when the
         delivery confirmation is received. If either Party, wishes to alter the
         address  to  which  communications  to it  are  sent,  it  may do so by
         providing the new address in writing to the other Party.


11.1     CARRIER  shall not use the  Services  in any manner or for any  purpose
         which  constitutes  a violation of  applicable  laws or the laws of any
         foreign  jurisdiction  in which the Services are being  provided.  This
         Agreement and the continuance  hereof by the Parties is contingent upon
         the  obtaining  and  the  continuance  of  such  approvals,   consents,
         governmental and regulatory authorizations, licenses and permits as may
         be required or deemed  necessary by the Parties,  and the Parties shall
         use commercially  reasonable efforts to obtain and maintain the same in
         full force and effect.  CARRIER further agrees to refrain from engaging
         in sales,  advertising  or  marketing  within or  outside of the United
         States  which  IDX  believes  could  impair  its  or  its   affiliates'
         relationship with any overseas authority.

                                                                     Page 4 of 7


IDX Services Agreement with CARRIER.

11.2     The Parties  acknowledge  that this Agreement is subject to Section 211
         of the Communications Act, as amended, and shall govern IDX's provision
         of the IDX Services to CARRIER.  The Parties also  understand and agree
         that the terms and conditions herein shall, in all cases, supersede any
         terms set forth in any IDX  tariff on file and then in effect  with the
         Federal Communications Commission.


12.1     Any  article or any  provision  of this  Agreement  which is or becomes
         illegal,  invalid, or unenforceable shall be severed herefrom and shall
         be  ineffective  to the  extent  of  such  illegality,  invalidity,  or
         unenforceability  but shall not affect or impair the  enforceability of
         the  remaining   provisions  herein.  All  valid  provisions  shall  be
         considered severed from any illegal,  invalid, or unenforceable Article
         or provision of this Agreement and shall otherwise remain in full force
         and effect.

12.2     No waiver by either Party to any provisions of this Agreement  shall be
         binding  unless made in writing.  Any such waiver  shall relate only to
         such specific matter,  non-compliance  or breach to which it relates to
         and shall not apply to any subsequent matter, non-compliance or breach.

12.3     The relationship between the Parties shall not be that of partners, and
         nothing  herein  contained  shall be deemed to constitute a partnership
         between  them or a merger  of their  assets  or their  fiscal  or other
         liabilities or undertakings. Neither Party shall have the right to bind
         the other Party, except as expressly provided for herein.

12.4     This Agreement  shall be governed by the laws of the State of New York,
         without  reference  to its  principles  of  conflict  of laws.  CARRIER
         irrevocably  consents  and submits  that any  disputes  regarding  this
         agreements shall be resolved by arbitration governed by the laws of the
         State of New York.

12.5     This Agreement may be executed in multiple counterparts,  each of which
         shall be deemed an original.

12.6     This Agreement, including the following Annexes:

         Annex 1-A IDX Services
         Annex 2-A IDX Destinations and Rates

         represents the entire understanding  between the Parties in relation to
         the matters herein and supersedes all previous  agreements made between
         the  Parties,  whether  oral or  written.  This  agreement  can only be
         changed, amended or modified by a writing signed by both Parties.

         IN WITNESS  WHEREOF,  the Parties  have  executed  this  Agreement,  in
duplicate,  or caused  this  Agreement  to be executed  in  duplicate  by a duly
authorized officer, as of the date first above written.

IDX INTERNATIONAL, INC.                      CARRIER

By: /s/ Jose Marques                         By: /s/ Richard Pape
   -----------------------                      ----------------------

Name: Jose Marques                           Name: Richard Pape
     -----------------------                      ----------------------

Title: V.P. Business DVLPMT                  Title: President
      -----------------------                      ----------------------

                                                                     Page 5 of 7


IDX Services Agreement with CARRIER.

                                    ANNEX 1-A
                                  IDX SERVICES

1.       International  Direct  Distance  Dialing  (IDDD)  -  IDX  will  provide
         facilities  to route  international  telecommunications  traffic  (IDDD
         type)  and will  arrange  with  authorized  international  carriers  to
         provide service to various destinations around the world.

2.       National Direct Distance Dialing - IDX will provide facilities to route
         national telecommunications traffic (Domestic US) and will arrange with
         authorized national carriers to provide service to the US.

                                                                     Page 6 of 7


IDX Services Agreement with CARRIER.

                                     ANNEX 2
                           IDX DESTINATIONS AND RATES

DESTINATION                         PRICE (US$)                EFFECTIVE DATE
-----------                         -----------                --------------
China                                0.2750                            Now
China (Mobile)                       0.4100                            Now
Hong Kong                            0.0440                            Now
Indonesia (Jakarta)                  0.1400                            Now
Indonesia (Rest)                     0.3400                            Now
Ireland (Dublin)                     0.0550                            Now
Ireland (Rest)                       0.0650                            Now
Ireland (Mobile)                     0.1200                            Now
Philippines (Manila)                 0.2050                            Now
Philippines (Rest)                   0.2300                            Now
Philippines (Mobile)                 0.2800                            Now
Singapore                            0.1125                            Now
Singapore (Mobile)                   0.2500                            Now
Taiwan (Taipei)                      0.0850                            Now
Taiwan (Rest)                        0.1200                            Now
Taiwan (Mobile)                      0.1900                            Now
Vietnam                              0.7000                            Now

*    Mobile traffic upon request
*    All charges: 30/06 seconds

                                                                    Page 7 of 7