Sample Business Contracts

Telecommunications Services Agreement - IDX International Inc. and Destia Communications Services Inc.

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30, 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

DESTIA  COMMUNICATIONS  SERVICES,  INC. a Delaware corporation having a business
address  at  95  Route  17  South;   Paramus,   New  Jersey  07652  (hereinafter
"Destia");collectively referred to as the "Parties" individually, a "Party.


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

WHEREAS, Destia desires to purchase certain telecommunications services provided
by IDX and IDX desires to provide certain telecommunications services to Destia,
all as more fully described below, subject to 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 licensed and authorized  affiliates or
     underlying carriers, shall provide telecommunications services to Destia to
     route Destia'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 by the  Parties and may be included by adding an
     amended Annex 1 to this Agreement.

     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 Destia with seven (7) days
     prior  to  written  notice.  Where  applicable,  the IDX  Destinations  are
     hereinafter  referred to as the  "Destinations."  Service shall be provided
     pursuant to this Agreement as supplemented by applicable tariffs (including
     tariff revisions) filed by IDX with the Federal  Communications  Commission
     for international service ("Tariffs"). In the event of any conflict between
     this Agreement and any Tariff. this Agreement shall control.  Additionally,
     the rates for  Service  set forth in this  Agreement  shall  prevail in all
     cases,  and such rates  shall only be subject to change as provided in this

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
     one (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.

                                                                     Page 1 of 8


IDX Services Agreement with Destia Communications Services, Inc.


4.1  The point of interconnection  with Destia for the provision of IDX Services
     by IDX shall be at 11410 Isaac Newton Square North,  suite 101, Reston.  VA
     20190,  a  Washington  D.C.  connection  point  (the  "IDX  Interconnection
     Location"). IDX will initially provide and pay for two Tls, and Desfia will
     initially provide and pay for two Tls.

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

4.3  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  & o  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.

4.4  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.

4.5  Destia shall provide prompt and accurate traffic forecasting information in
     accordance  with the  requirements  outlined  below  in order to allow  the
     efficient provisioning of the Services. Initial forecasts shall be provided
     prior to the Services  Date and  periodically  thereafter,  though not more
     frequently than every 90 days, 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
     Destination.  IDX  understands and  acknowledges  that such forecasts shall
     represent a good faith  effort by Destia to estimate  its traffic  based on
     historical  patterns and  anticipated  pricing and are not intended to be a
     promise by Destia to provide traffic in such patterns or amounts.

4.6  IDX reserves the right to cancel and/or  temporarily  suspend any of all of
     the IDX Services if Destia 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
     Destia 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.


5.1  For the IDX Services provided  pursuant to the Agreement.  Destia 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  Destia.  The IDX Rates
     shall hereinafter be referred to as the "Rates."

5.2  As soon as  practicable  after  the end of each  month,  IDX  shall  submit
     invoices to Destia 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

                                                                     Page 2 of 8


IDX Services Agreement with Destia Communications Services, Inc.

     destination  and total  amount due.  For  purposes of this  Agreement,  IDX
     Services chargeable calls shall begin when IDX receives answer supervision.

5.3  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 receipt
     of the invoice,  except as agreed to by both the Parties. If Destia in good
     faith  disputes  any invoiced  amount,  it shall submit to IDX within sixty
     (60) 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  daily,  beginning with the day following the
     date on which payment was due, and continuing until paid in full.

5.4  IDX may at any time require Destia hereto to issue an irrevocable letter of
     credit or other form of  security  acceptable  to both IDX and  Destia,  if
     Destia's   financial   circumstances  or  payment  history  is  or  becomes
     unacceptable to IDX based upon reasonable supporting evidence.

5.5  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.


6.1  In  addition  to any other  rights at law or in  equity,  either  party may
     terminate this Agreement  immediately in the event that (i) the other party
     becomes insolvent or bankrupt, or ceases paying its debts generally as they
     mature;  or (iii) the other  party  commits a breach of any of the terms of
     this Agreement (other than a breach of a payment obligation as addressed In
     6.2 below) and fails to remedy  such breach  within  thirty (30) days after
     receipt of written notice thereof from IDX or (iii) any governmental entity
     having jurisdiction over the telecommunications service provided under this
     Agreement   determines   that  the   relationship  of  the  Parties  and/or
     telecommunications  services  provided  hereunder  are  contrary,  to  then
     existing laws.

6.2  IDX may terminate this Agreement immediately in the event that Destia fails
     to make any payment when due hereunder.

6.3  In the event of any  termination  pursuant to this  Article 6. Destia shall
     pay the applicable  Rates for any Services  rendered  through and including
     the date of termination.


7.1  The  parties  recognize  that  IDX  has  no  control  over  how  a  foreign
     administration  or third  part?'  carrier  establishes  its own  roles  and
     conditions  pertaining to international  telecommunications  services.  The
     Parties agree that IDX shall not be liable for any loss or damage sustained
     by  Destia.  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 thereof.

7.2  In no event will IDX be liable to Destia  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 Destia's reputation or goodwill.

7.3  IDX will use  reasonable  efforts under the  circumstances  to maintain its
     overall  network  quality.  The  quality,  of  telecommunications   service
     provided  hereunder shall be consistent with other common carrier industry,
     standards, government regulations and sound business practices.

                                                                     Page 3 of 8


IDX Services Agreement with Destia Communications Services. Inc.


     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 IDX may assign this  Agreement  without  consent to any
     affiliate 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


10.1 For a period of two (2) 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 Party hereto  provided
     such  information  contains a conspicuous  marking ideal  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.

10.2 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 fist having obtained such Party's Prior written consent.


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

If to Destia:                Destia Communications Services. Inc,
                             95 Route 17 South
                             Paramus. New Jersey 07652
                             Attention: General Counsel
                             Tel:     201-226-4500
                             Fax:     201-226-4575

If to IDX:                   IDX International, Inc.
                                                                     Page 4 of 8


IDX Services Agreement with Destia Communications Services, 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

11.2 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 by 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.


12.1 Destia  shall not use the  Services in any manner or for any purpose  which
     constitutes  a violation  of o  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.  Destia  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.

12.2 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 Destia.  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.


13.1 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.

13.2 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.

13.3 The relationship  between the Parties shall be that of parties  contracting
     independently at arms length and 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.

13.4 This  Agreement  shall  be  governed  by the  laws of the  Commonwealth  of
     Virginia,  without  reference to its principles of conflict of laws. Destia
     irrevocably consents and submits to personal  jurisdiction in the courts of
     the Commonwealth of Virginia for all matters arising under this Agreement.

                                                                     Page 5 of 8


IDX Services Agreement with Destia Communications Services, Inc.

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

13.6 This Agreement, including the following Annexes:

     Annex I-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.

                                              SERVICES, INC.

By: /s/ Jose Marques                          By: /s/  Brett Lawrence
   -----------------------------                 -------------------------------
Name: Jose Marques                            Name: Brett Lawrence
     ---------------------------                   -----------------------------
Title: V.P. Business Development              Title: V.P. and Asst. Gen. Counsel
      --------------------------                    ----------------------------

                                                                     Page 6 of 8


IDX Services Agreement with Destia Communications Services, Inc.

                                    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.


                                                                     Page 7 of 8


IDX Services Agreement with Destia Communications Services, Inc.

                                     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

o    Mobile traffic upon request

o    All charges: 30/06 seconds

                                                                     Page 8 of 8