Application for Data Services - InterCept Communications Technologies LLC and WorldCom Inc.
CONFIDENTIAL TREATMENT REQUESTED
WORLDCOM DATA SERVICES
(REVENUE PLAN)
This Application for Data Services (THE "AGREEMENT") is made by INTERCEPT
COMMUNICATIONS TECHNOLOGIES, L.L.C., ("CUSTOMER"), a Georgia corporation with
its principal office at 3150 HOLCOMB BRIDGE ROAD, SUITE 200, NORCROSS, GA 30071,
("CUSTOMER"), and WORLDCOM, INC., a Georgia corporation ("WORLDCOM"), for
service described below.
1. SERVICES: Interexchange telecommunications service (THE "PRIVATE LINE
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SERVICE") and frame relay service (THE "FRAME RELAY SERVICE") shall be provided
by WorldCom pursuant to the applicable tariffs of WorldCom Network Services,
Inc., a wholly owned subsidiary of WorldCom, (THE "TARIFFS"). The Tariffs
provide terms and conditions of the Service which include, but are not limited
to, taxes, credit approval procedures, Customer credits, termination liability,
and limitations with respect to the assignment of the Service. The Tariffs may
be modified from time to time by WorldCom in accordance with law and thereby
affect the Service furnished to Customer. For purposes of this Agreement,
Private Line Service and Frame Relay Service shall be collectively referred to
as the "SERVICE".
2. TERMS AND CONDITIONS: The parties agree that the terms and conditions of
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this Agreement shall supplement, or to the extent they are inconsistent with the
Tariffs, supersede the terms and conditions of the Tariffs.
3. REVENUE PLAN SERVICE TERM/COMMENCEMENT/COMMITMENT:
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CUSTOMER COMMITMENT PERIOD: THIRTY-SIX (36) MONTH(S)
MINIMUM MONTHLY COMMITMENT: $***
(Based on the Customer's monthly Qualifying Charges for Services before the
application of discounts)
COMMENCEMENT DATE: For the purposes of this Agreement, the "Commencement
Date" will be the next billing cycle following the date this Agreement has been
fully executed by both parties and Customer has received a satisfactory credit
review and approval from WorldCom's Credit Department, and all security
documentation, if any, required by WorldCom has been properly executed and
delivered to WorldCom (collectively, the "Credit Review").
COMMITMENT COMMENCING DATE: is to be the same as following the
Commencement Date above.
COMMITMENT ENDING DATE: is to be thirty-six (36) months following the
Commitment Commencement Date above.
4. APPLICATION OF DISCOUNTS: Commencing as of the Commencement Date set forth
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in Section 3 above and continuing through the Commitment Ending Date, WorldCom
agrees to: Aggregate (i) monthly Qualifying Charges for Private Line Service
(before the application of discounts), and (ii) monthly recurring Network Node
charges for Frame Relay Service (before the application of discounts) in
determining Customer's monthly revenue level and corresponding discount for
domestic Private Line and Frame Relay Service.
5. PROPRIETARY INFORMATION:
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(a) Confidential Information: The parties understand and agree that the
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terms and conditions of this Agreement, all documents referenced and invoices to
Customer for Service provided hereunder, communications between the parties
regarding this Agreement or the Service to be provided hereunder (including
price quotes to Customer for any Service proposed to be provided or actually
provided hereunder), as well as such information relevant to any other agreement
between the parties (collectively "Confidential Information"), are confidential
as between Customer and WorldCom.
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***Omitted pursuant to a request for confidential treatment and filed separately
with the Commission.
<PAGE>
(b) Limited Disclosure: A party shall not disclose Confidential
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Information unless subject to discovery or disclosure pursuant to legal process,
or to any party other than the directors, officers, and employees of a party or
a party's agents including their respective brokers, lenders, insurance carriers
or bona fide prospective purchasers who have specifically agreed in writing to
nondisclosure of the terms and conditions hereof. Any disclosure hereof
required by legal process shall only be made after providing the non-disclosing
party with notice thereof in order to permit the non-disclosing party to seek an
appropriate protective order or exemption. Violation by a party or its agents
of the foregoing provisions shall entitle the non-disclosing party, at its
option, to obtain injunctive relief without a showing of irreparable harm or
injury and without bond.
(c) Press Releases: The parties further agree that any press release,
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advertisement or publication generated by a party regarding this Agreement, the
Service provided hereunder or in which a party desires to mention the name of
the other party or the other party's parent or affiliated company(ies), will be
submitted to the non-publishing party for its written approval prior to
publication.
(d) Survival of Confidentiality: The provisions of this Section 7 [SIC]
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will be effective as of the date of this Agreement and remain in full force and
effect for a period which will be the longer of (i) one (1) year following the
date of this Agreement or (ii) one (1) year from the termination of all Service
hereunder.
6. LETTER OF AGENCY ("LOA"): The Undersigned [duly authorized representative
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of Customer] hereby authorizes WorldCom, if requested by Customer, to provision
Customer's Local Access. This LOA supersedes all previous LOAs and shall remain
in effect until canceled by Customer in writing.
7. PRICING: (a) Rates and discounts for domestic Private Line Service and
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domestic Frame Relay Service during the Service Commitment Period are as
described below.
(b) Rates and discounts for International Services shall be as set forth
in WorldCom's Service Orders (THE "SERVICE ORDERS").
A. WORLDCOM PRIVATE LINE - DS-0 PRICE SCHEDULE
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(BASED ON THREE (3) YEARS/$*** TOTAL MINIMUM MONTHLY COMMITMENT)
Circuit length: ***
DS-O Price = *** per month + *** per month.
Circuit length: ***
DS-0 Price = *** month + *** per month.
MONTHLY VOLUME DS-0 DISCOUNT SCHEDULE
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*** ***
B. WORLDCOM PRIVATE LINE - FT-1 PRICE SCHEDULE
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(BASED ON THREE (3) YEARS/$/*** TOTAL MINIMUM MONTHLY COMMITMENT)
FT-1 Price = *** per month + *** per month.
MONTHLY VOLUME FT-1 DISCOUNT SCHEDULE
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*** ***
MULTICHANNEL DISCOUNTS
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# CHANNELS DISCOUNT
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*** ***
This agreement is valid if executed by Customer and returned to WorldCom within
45 days from 2/27/98.
Mail to: Sales Contract Admin., WorldCom, Inc., 47801-55 North, 5th Floor,
Jackson, MS 39211
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***Omitted pursuant to a request for confidential treatment and filed separately
with the Commission.
<PAGE>
C. WORLDCOM PRIVATE LINE - DS-1 PRICE SCHEDULE
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(based on THREE (3) years/$*** Total Minimum Monthly Commitment)
DS-1 Price = *** per month + *** per month.
MONTHLY VOLUME DS-1 DISCOUNT SCHEDULE
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*** ***
D. WORLDCOM FRAME RELAY NETWORK NODE BASE RATES (DOMESTIC U.S. ONLY)
MONTHLY RECURRING
PORT SPEED (KBPS) NETWORK NODE BASE RATES
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*** ***
WORLDCOM FRAME RELAY CIR BASE RATES (DOMESTIC U.S. ONLY)
-----------------------------------
MONTHLY RECURRING
CIR (KBPS) CIR BASE RATES
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*** ***
WORLDCOM FRAME RELAY DISCOUNTS (DOMESTIC U.S. ONLY)
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(BASED ON THREE (3) YEARS, $***/ TOTAL MINIMUM MONTHLY COMMITMENT)
MONTHLY VOLUME DISCOUNT
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*** ***
8. WAIVER OF DOMESTIC PRIVATE LINE INSTALLATION CHARGES: Commencing with the
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Commencement Date and continuing through the Commitment Ending Date, WorldCom
agrees to waive WorldCom domestic installation charges and LEC installation
charges (collectively "Installation Waivers") in an amount not to exceed /***/
following the Commencement Date (THE "NEW SERVICE").
9. WAIVER OF DOMESTIC FRAME RELAY INSTALLATION CHARGES: Commencing with the
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Commencement Date and continuing through the Commitment Ending Date, WorldCom
agrees to waive WorldCom domestic installation charges and LEC installation
charges (collectively "INSTALLATION WAIVERS") in an amount not to exceed /***/
following the Commencement Date (THE "NEW SERVICE").
ENTIRE AGREEMENT: This Agreement (including any documents incorporated herein by
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reference) constitutes the entire understanding between the parties and
supersedes any prior agreements and proposals between the parties, whether oral
or written, for Service provided hereunder.
WORLDCOM, INC. INTERCEPT COMMUNICATIONS
TECHNOLOGIES, L.L.C.
/s/ Frank Grillo /s/ Mike Sulpy
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(Authorized Signature) (Authorized Signature)
FRANK M. GRILLO MIKE SULPY
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(Print Name) (Print Name)
2/27/98 2/27/98
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(Date Received) (Date Signed)
This agreement is valid if executed by Customer and returned to WorldCom within
45 days from 2/27/98.
Mail to: Sales Contract Admin., WorldCom, Inc., 47801-55 North, 5th Floor,
Jackson, MS 39211
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***Omitted pursuant to a request for confidential treatment and filed separately
with the Commission.