Services Agreement - UICI and NetLojix Communications Inc.
AGREEMENT BETWEEN UICI AND NETLOJIX COMMUNICATIONS, INC.
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I. TERM RATES
For the Term Length and Monthly Commitment indicated in Section II,
Customer will receive the prices below. All voice usage sensitive services, as
well as access charges, contribute to the monthly commitment. Taxes and
non-usage sensitive charges do not contribute to monthly commitment levels.
Contributing voice services must appear on the same invoice or an allocation
sheets needs to accompany this contract for multi-location/multi-bill Customers.
The allocation of Monthly Commitment must be by invoicing site: these amounts
are to total the Monthly Commitment listed below. Customer agrees that the
Monthly Commitment will become effective from August 1, 1999, for the duration
of the Term. Any NetLojix promotional offers are not valid in combination with
this Agreement. UICI includes Mega Life and Health (North Richland Hills and
North Dallas locations), College Fund Division, Insurdata, Specialized Card,
Student Insurance, UICI Administrators , UICI Oklahoma, UICI Marketing, and
UMMG.
Special Rates Provided:
For outbound (one plus) and inbound (toll free) service via dedicated
facilities and switched services:
Dedicated Interstate Inbound/Outbound $.035
Dedicated Interstate Inbound/Outbound $.075
Switch Interstate $.079
All other rates, features and charges are to be as per the NetLojix Dedicated
Facilities Commitment #101 (attached hereto and made a part hereof). Domestic
Billing Increments: 6/8 for Dedicated facilities and 18/8 for Switched
facilities.
II. TERM LENGTH & MONTHLY COMMITMENT
Customer agrees to a minimum Term Length and Monthly Commitment as
indicated below, which corresponds to a maximum aggregate commitment over the
term of this Agreement of $3,000,000 (the "Aggregate Commitment"). In the event
that the actual amount paid or accrued by UICI hereunder is less than the
Aggregate Commitment (the "Shortfall"), then in such event this Agreement, at
the option of UICI, shall be extended on a month to month basis for so long as
is necessary (but not to exceed six months) (the "Shortfall Term") for UICI to
recoup the Shortfall at the pricing set forth above and in the NetLojix
Dedicated Facilities Commitment #101 attached hereto. During the Shortfall Term,
UICI shall not be subject to the Monthly Commitment as set forth below. In the
event that UICI shall not elect to extend the Term hereof as herein provided, or
upon the termination of the Shortfall Term, UICI agrees to pay any and all
amounts due hereon to NetLojix.
TERM LENGTH: MONTHLY COMMITMENT:
15 Months $200,000
III. TERMINATION
This Agreement shall automatically renew at the end of the current
term, at the same term, same special rate and Monthly Aggregate Commitment
(except with respect to any Shortfall Term as defined in Section II above),
unless written notification is submitted by UICI or NetLojix to the other party
within 30 days prior to the end of the current term.
The occurrence of any of the following will be considered an Event of
Default under this Agreement, and, upon the occurrence of an Event of Default,
this Agreement shall be subject to immediate termination by the non-defaulting
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party: (a) the filing of an application by such party for, or its consent to,
the appointment of a trustee, receiver, or custodian of its assets; (b) the
entry of an order for relief with respect to such party in proceedings under the
United States Bankruptcy Code, as amended or superseded from time to time; (c)
the making by such party of a general assignment for the benefit of creditors;
(d) the entry of an order , judgment or decree by any court of competent
jurisdiction appointing a trustee, receiver or custodian of the assets of such
party unless the proceedings and the Person appointed are dismissed within
ninety (90) days; (e) the failure of NetLojix or UICI to perform its material
obligations hereunder (provided, in the case of this subparagraph (e), that the
nonperforming party shall have been given prior written notice of the nature of
such alleged performance default and given not less than thirty days to cure
such failure to perform); or (f) the failure by such party generally to pay its
debts as the debts become due within the meaning of Section 303(h)(1) of the
United States Bankruptcy Code, as determined by the Bankruptcy Court, or the
admission in writing of such party's inability to pay its debts as they become
due.
IV. GENERAL TERMS
A. Provision of Service: For the term of this Agreement, NetLojix will provide
UICI with voice services that NetLojix purchases, whether under a resale or
backbone agreement, utilizing AT&T, MCI, Qwest, Cable and Wireless
Sprint(R)networks, provided, further, that NetLojix may utilize the IXC
network if NetLojix shall first provide not less than 60 days notice to UICI
of its intention to utilize IXC and UICI shall, after consideration of such
factors as it deems appropriate, approve the utilization of IXC as the
carrier. NetLojix agrees to provide service level credits for additional
service in the event UICI experiences extended or repeated service outages
due solely to the acts or omissions of NetLojix and NetLojix agrees to pass
through to UICI the economic benefit of any and all service level credits
that NetLojix receives from 3rd party carriers.
B. NetLojix and UICI acknowledge that, during the Term of this Agreement, an
Extraordinary Event (as that term is defined below) may reduce the amount of
telecommunications services UICI actually uses under this Agreement and, as a
result, UICI may fail to satisfy the Agreement's Monthly and Aggregate
Commitment. If such an Extraordinary Event occurs and each of the
requirements below is satisfied, the pricing for services to be provided by
NetLojix hereunder shall be as set forth on the Extraordinary Event Pricing
Commitment #201 as set forth as Exhibit B attached hereto and made a part
hereof.
(a) An "Extraordinary Event" shall have occurred if, during any three-month
period during the Term hereof, for any reason UICI' usage hereunder is
less than 85% of UICI's usage hereunder during the immediately preceding
three month period.
(b) The Extraordinary Event shall have arisen after the initial six months
during the Term of the Agreement, and NetLojix shall have received
appropriate written notice from UICI within 30 days after the occurrence
of the Extraordinary Event.
(c) All outstanding charges due NetLojix by UICI pursuant to this Agreement
shall have been paid.
(d) This provision has not been invoked previously during the Terms of this
Agreement.
(e) The Extraordinary Event is unrelated to any decision by UICI, for any
reason, to transfer any portion of its telecommunications usage to
another telecommunications carrier.
C. On-Site Staff: NetLojix agrees to provide UICI with an on-site NetLojix
professional for no less than 2 business days per week and no more than
three. NetLojix and UICI will jointly agree to the on-site staffing schedule
at the end of each calendar month for the month succeeding.
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UICI agrees that it shall not during the course of this agreement and
for a period of one (1) year commencing upon the expiration of this agreement,
either voluntarily or involuntarily, for any reason whatsoever, directly or
indirectly, individually or on behalf of persons not now parties to this
Agreement, solicit or endeavor to solicit or induce any other employee,
employees, consultant and/or consultants of NetLojix to leave employment with
NetLojix in order to accept employment of any kind with any other person, firm,
partnership or corporation directly or indirectly affiliated with UICI;
provided, however, that the foregoing clause shall not prohibit UICI from
soliciting or inducing any such person from leaving the employment of NetLojix
if, due to the occurrence of an Event of Default (other than an Event of Default
described in subparagraph (e) of Section III hereof), NetLojix is then
prohibited from performing its obligations hereunder.
This Agreement is subject to the general terms, conditions and rates of all
applicable NetLojix federal and state tariff(s) and Credit Application and/or
Service Order Forms executed in connection with the services provided. In the
event that the terms of this Agreement governing rates shall be inconsistent
with any applicable NetLojix tariffs, the terms of this Agreement shall control
and prevail. The Customer may switch to any other NetLojix service with an equal
or greater volume and term commitment, at any time during the term of this
Agreement.
IV. UNDERSTOOD AND AGREED Dated: August 1, 1999
Company: UICI Phone: (972) 778-6010
Address: 4001 McEwen Drive, Suite 200 City: Dallas State: TX Zip: 75244
Represented by: William J. Gedwed Title: Vice President
Authorized Signature: /s/ Willliam J. Gedwed Date: 11/2/99
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NetLojix Authorization: /s/ James Pisani Date: 11/11/99
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Netlojix service is provided subject to and in accordance with applicable
federal and state tariffs. Not all services are available in all states.