Billing Services Agreement [Amendment No. 4] - Integretel Inc. and Telco Billing Inc.
AMENDMENT NUMBER FOUR
TO THE BILLING SERVICES AGREEMENT
BETWEEN
INTEGRETEL, INCORPORATED AND
TELCO BILLING, INC.
DATED JANUARY 6, 1998
Effective 5/1 , 2000, the above referenced Agreement is hereby amended as
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follows:
1. Account Number 258 is added to the Agreement. The attached Exhibit "E"
and "J" shall apply to account 258 only.
2. All other terms and conditions of the Agreement remain in full force
and effect.
ACKNOWLEDGED AND AGREED
Integretel, Incorporated Telco Billing, Inc.
By: /s/ Joe Lynam By: /s/ Angelo Tulb
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Name: Joe Lynam Name: Angelo Tulb
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Title: CEO Title: Chairman
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Date: 5/1/00 Date: 4/26/00
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Amendment to Telco Billing, Inc.
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EXHIBIT "E"
Price Schedule
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Billing Services Agreement
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Page 1 of 2
Account #258
Service Fee: IGT shall receive the following fees for Basic Services and
Subscriber Inquiry Services.
1. Telco Outclearing (425001 Billing Transactions)
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Gross Billable Dollars Per Month Percent of Billing Dollars
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ALL VOLUMES 6.50% Plus Telco Fees
Each month, IGT shall receive a Telco Clearing fee equal to the greater of
the billable dollars multiplied by the above billing percentage or the
Billable Transactions deposited times a $0.81 minimum transaction fee, but
in no event shall the Telco Outclearing fee be less than the Telco
Outclearing Minimum Fee.
2. Telco Outclearing Minimum Fee: $5,000.00 per month for Client ID #258.
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During the remaining Term of this Agreement, if Customer's aggregate Telco
Outclearing Minimum Fee paid to IGT exceeds sixty thousand dollars
($60,000) on Customer's Account #258, then Customer shall not be liable to
IGT for Telco Outclearing Minimum Fees on said Account for the remainder of
the Term. For purposes of illustration only, if Customer has paid IGT sixty
thousand dollars ($60,000) in Telco Outclearing fees on its Account #258
through the first nine (9) months of the remaining Term, and in the tenth
month incurs three thousand dollars ($3,000) in Telco Outclearing Fees on
said Account, then Customer shall not be obligated to remit to IGT the two
thousand dollar ($2,000) difference between the Telco Outclearing Minimum
Fee and the Telco Outclearing fee. The Telco Outclearing Minimum Fee
limitation provided in this paragraph shall not be applicable to any
additional Account(s) ordered by Customer.
Customer's Telco Outclearing Minimum Fee shall be in effect for the
September, 2000 deposit month.
3. Subscriber Inquiry Services Fees: $3.50 per each live agent inquiry.
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If the Customer, subject to terms in this Agreement, and upon IGT written
approval, provides its own End-User inquiry service in lieu of IGT provided
Subscriber Inquiry Services, IGT shall i) refer End-User phone inquiry to
Customer for $1.00 per automated (no agent) referred inquiry, ii) refer
End-User phone inquiry to Customer for $2.00 per live agent referred
inquiry and iii) process Customer generated adjustments (41 records) for
fifty cents ($0.50) per adjustment. Customer shall be responsible for
generation of adjustment vouchers in Telcos that do not accept 41 records.
Customer must adhere to the following call handling guidelines: Customer
must provide toll-free access to its call center. IGT will route calls to
this toll-free number. Customer must complete the Referral Inquiry
Worksheet. Hours of operation must be 8-5 for all time zones where its
customers reside. Calls cannot be muted to voicemail; a live agent must
answer the call. Calls should ---- have an average speed of answer of <= 45
seconds. Call abandon rate <= 5%. IGT monitors the performance of its
Referral Inquiry Customers. IGT will notify Customer through any metric
that is not being met as a result of the monitoring.
IGT, in its sole discretion, may resume providing inquiry upon prior
written notice and at the prices contained herein.
Amendment to Telco Billing, Inc.
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EXHIBIT "E"
Price Schedule
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Billing Services Agreement
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Page 2 of 2
4. Initial Account Activation: $1,500.00 for Account 258 sub-cic due
--------------------------- upon receipt of invoice.
5. Telco Fees: IGT shall be entitled to an additional
----------- fee to recover all Telco imposed
processing and other charges
associated with Customer's Billing
Transactions. The Telco processing
fees are set forth on Exhibit J
6. Telco Holdback: 5% Per Deposit Month.
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7. IGT Reserve: 5% Per Deposit Month.
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Amendment to Telco Billing, Inc.
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CONFIDENTIAL
EXHIBIT "J"
Telco Fees
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Page 1 of 1
As of January 2000
< ------ Toll ---- >
Telco Group SID Telco Name Bill Render Interstate Intrastate Bulk 4250 SSM Pay/Call
Per Msg. Per Msg. Per Msg. 010118 010116
Per Msg. Per Msg.
Ameritech 9321 Ohio Bell 0.400 0.050 0.050 0.100 0.100 0.100
9323 Michigan Bell 0.400 0.050 0.050 0.100 0.100 0.100
9325 Indiana Bell 0.400 0.050 0.050 0.100 0.100 0.100
9327 Wisconsin Bell 0.400 0.050 0.050 0.100 0.100 0.100
9329 Illinois Bell 0.400 0.050 0.050 0.100 0.100 0.100
Bell Atlantic 9206 New Jersey Tel 0.330 0.024 0.024 0.250 0.027 0.024
9208 Bell Penn. 0.330 0.024 0.024 0.250 0.027 0.024
9210 Diamond State 0.330 0.024 0.024 0.250 0.027 0.024
9211 C&P DC 0.330 0.024 0.024 0.250 0.027 0.024
9212 C&F' MD 0.330 0.024 0.024 0.250 0.027 0.024
9213 C&P VA 0.330 0.024 0.024 0.250 0.027 0.024
9214 C&P WVA 0.330 0.024 0.024 0.250 0.027 0.024
Bell South 9417 Bell South 0.505 0.055 0.061 2.50% 0.060 2.50%
GTE Companies 169 GTE North 0.390 0.055 0.076 0.135 0.135 0.073
328 GTE Florida 0.390 0.055 0.076 0.135 0135 0.073
479 GTE South 0.390 0.055 0.076 0.135 0.135 0.073
2080 GTE South West 0.390 0.055 0.076 0.135 0.135 0.073
2319 GTE California 0.390 0.055 0.076 0.135 0.135 0.073
2320 GTE West 0.390 0.055 0.076 0.135 0.135 0.073
2416 GTE North West 0.390 0.055 0.076 0.135 0.135 0.073
3100 GTE Hawaii 0.390 0.055 0.076 0.135 0.135 0.073
GTE Contel 170 GTE North Contel 0.390 0.045 0.076 0.135 0.163 0.073
480 GTE South Contel 0.390 0.045 0.076 0.135 0.163 0.073
2081 GTE S-W Contel 0.390 0.045 0.076 0.135 0.163 0.073
Citizens Tel 2308 Citizens Tel 0.820 0.080 0.080 0.080 0.080 0.080
NYNEX 9102 New England Tel 0.010 0.300 0.300 0.550 0.300 0.300
(Less 4 MSG/Bill) 9104 New York Tel 0.010 0.300 0.300 0.550 0.300 0.300
NYNEX 9102 New England Tel 0.960 0.010 0.010 0.260 0.010 0.010
(Greater 4 MSG/Bill) 9104 New York Tel 0.960 0.010 0.010 0.260 0.010 0.010
Pacific Bell 9740 Pacific Bell 0.350 0.030 0.030 0.030 0.030 0.280
Nevada Bell 9742 Nevada Bell 0.450 0.035 0.091 0.030 0.090 0.280
Southwestern Bell 9533 S-West Bell 0.350 0.031 0.031 0.280 0.250 0.550
U.S. West 9631 North West Bell 0.420 0.025 0.025 0.325 0.325 0025
9636 Mountain Bell 0.420 0.025 0.025 0.325 0.325 0.025
9638 PAC N-W Bell 0.420 0.025 0.025 0.325 0.325 0.025
Alltel 9995 Alltel 0.880 0.080 0.100 0.100 0.100 0.135
Cincinnati Bell 9348 Cincinnati Bell 0.650 0.022 0.022 0.052 0.022 0.022
Illuminet 9999 Illuminet 0.000 0.800 0.800 0.800 0.800 0.800
NECA 9996 NECA 0.000 0.550 0.550 0.550 0.550 0.550
SNET 9147 SNET 0.510 0.110 0.110 0.110 0.110 0.110
Sprint United 341 United Florida 0.390 0.190 0.090 0.190 0.190 0.190
470 Carolina Tel & Tel 0.390 0 190 0.090 0 190 0 190 0 190
832 United Indiana 0 390 0 190 0.090 0 190 0 190 0 190
9323 United Midwest 0 390 0 190 0.090 0.090 0.190 0.190
Telcom Canada 8050 Telcom Canada 0.000 0.560 0.560 0.560 0.560 0.560
The above information is current at the time of printing and is to be used for
informative purposes only. The information contained in this exhibit is subject
to change without notice. IGT makes no guarantee that this information is
constant, permanent, all inclusive and/or final.
Amendment to Telco Billing, Inc.
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AMENDMENT NUMBER THREE
TO
BILLING SERVICES AGREEMENT
BETWEEN
TELCO BILLING, INC.
AND
INTEGRETEL, INCORPORATED
DATED JANUARY 6,1998
Effective September 1, 1999, the above referenced Agreement is hereby amended as
follows:
1. The Agreement terminated one year from the initial term of January 6, 1998.
However, both parties continued to operate under the terms and conditions
of the Agreement and hereby acknowledge and agree that the terms and
conditions of the Agreement apply to all billing and collection services
performed through the date of this amendment number 3.
2. Section 3. Term is deleted and replaced with the following:
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"The term of this Agreement shall be for two years commencing on September
1,1999 ("TERM") and shall automatically renew for one successive period of
two (2) years unless terminated by written notice from either party at
least ninety (90) days prior to scheduled termination.
3. This Agreement is limited to Customer Account Number 227 which has a $5,000
monthly minimum. The parties will negotiate new pricing exhibits far
additional Customer accounts and programs, which may be activated under the
Agreement in the future.
4. All other terms and conditions of the Agreement remain in full force and
effect.
ACKNOWLEDGED AND AGREED
Telco Billing, Inc. Integretel, Incorporated
By: /s/ Kevin L. Jones By: /s/ Kevin Dawson
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Name: Kevin L. Jones Name: Kevin Dawson
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Title: Secretary Title: President
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Date: 8/31/99 Date: 9/2/99
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<PAGE>
BILLING SERVICES AGREEMENT
THIS BILLING SERVICES AGREEMENT (the "Agreement") is entered into as of
January 6, 1998 ("Effective Date"), by and between INTEGRETEL, INCORPORATED a1
California corporation ("IGT"), and PUBLICATION MANAGEMENT, a Washington D.C.
Trust ("Customer").
RECITALS
WHEREAS, Customer is a provider of information, operator and other
telecommunications services ("Services") via the telephone to users of such
services; and
WHEREAS, IGT is engaged in the business of providing telephone company
billing and collection and associated services to the telecommunications
industry; and
WHEREAS, IGT is willing to provide its services to Customer, and Customer
desires to obtain such services from IGT, upon the terms and conditions stated
herein;
NOW, THEREFORE, the parties hereto, in consideration of mutual covenants
and agreements contained herein, do hereby agree as follows:
TERMS AND CONDITIONS
1. DEFINITIONS.
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The following terms shall have the meanings set forth below:
(a) "Account Number" also referred to herein as Account or
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Client-ID, shall mean a separate account of Customer under which Billing
Transactions and settlement funds are tracked and reported.
(b) "Adjustments" shall mean adjustments made to an End-User's
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bill for Customer's or Customer's IP's Services and is synonymous with the term
Recourse.
(c) "Basic Services" shall mean, generally: (i) the submission of
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Customer's Billing Transactions to the Telcos; (ii) the collection of funds from
the Telcos with respect to Customer's Billing Transactions; (iii) the remittance
to Customer of funds to it is entitled; (iv) the provision of bill inquiry
service to End-Users in response to direct contact from End-Users or through
Telco referral; and (v) handling of written disputes from End-Users either
directly or by referral to Customer, including but not limited to, disputes
directed through regulatory agencies, as more specifically 'described herein.
(d) "Billing Contract(s)" shall mean those billing and collection
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agreements into between IGT and certain telephone companies and/or certain third
parties who contract directly with such telephone companies as identified in
Exhibit A.
BILLING SERVICES AGREEMENT
PUBLICATION MANAGEMENT
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(e) "Billing Transaction(s)" shall mean the use by End-Users of
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Customer' or Customer's IP's Services which give rise to billable transactions
submitted by customer to IGT for billing and collection.
(f) "Billing Transaction Data" shall mean the data summarizing or
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evidencing Customer's or Customer's IP's Billing Transactions.
(g) "End-User(s)" shall mean the users of IP's Services.
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(h) "IP's" shall mean information providers who offer information
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and/or Entertainment services to End-Users. IP's generally receive services from
IGT's customers.
(i) "Major Telcos" shall mean U.S. West, Pacific Telesis,
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Ameritech, Bell Atlantic, Nynex, Bell South, Southwestern Bell, GTE or any
others as designated by IGT.
(j) "Recourse" shall mean a post-billing adjustment where an
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End-User challenges charges. It generally occurs within sixty (60) days of a
deposit cycle but may be delayed. Recourse is authorized by the Telcos as
provided in the Billing contracts or by IGT in accordance with this Agreement.
(k) "Reserves" shall mean collectively the Telco Holdback, Telco
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Reserve and IGT Reserves.
(l) "Subscriber Inquiry Services" shall mean the bill inquiry
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services which IGT provides to End-Users in response to direct contact from
End-Users or through Telco referrals, performed in accordance with the
Subscriber Inquiry Guidelines attached hereto as Exhibit G.
(m) "Taxes," shall mean all federal, state or local sales, use,
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excise, gross receipts or other taxes imposed on or with respect to Customer's
Billing Transactions.
(n) "Telco(s)" shall mean those telephone companies listed on
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Exhibit A hereto, as may be amended by IGT from time to time, with which IGT has
Entered into Billing Contracts either directly or indirectly through third
parties who contract directly with such telephone companies.
(o) "Telco Holdback" shall mean the amount of offset against
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Customer's Billing Transactions to cover Customer's reasonable share of the
Telco Reserve.
(p) "Telco Holdback Rate" shall mean the percentage rate of
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Customer's Transactions required for the Telco Holdback amount.
(q) "Telco Reserve" shall mean an amount withheld by the Telco,
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in anticipation of Uncollectibles, based on IGT's aggregate customer mix.
(r) "Telco Reserve Rate" shall mean the percentage of gross
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billings by the Telco and is determined by the Telco based on the results of
Telco True-ups and their internal calculation methodologies.
(s) "Telco True-up" shall mean the process by which a Telco, from
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time to time: (i) determines whether amounts held back as Telco Reserve for
Uncollectible Billing Transactions were in excess or less than the amount of the
Telco's actual Uncollectibles for a particular period, and (ii) collects from or
refunds to IGT, as the case may be, any difference between the Telco Reserves
and the Uncollectibles.
(t) "True-up" shall mean the process by which IGT reconciles the
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Telco Holdback held from Customer's funds and the Uncollectibles as it fairly
relates to Customer's Billing Transactions. Such True-up shall be conducted in
accordance with IGT's internal methodology and shall be based on the time
periods and data supplied to IGT through the Telco True-up process.
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(u) "Unbillables" shall mean Billing Transactions designated by a
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Telco as not billable based on their own internal editing process.
(v) "Uncollectibles" shall mean amounts designated by a Telco as
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not collectable based on their internal editing process.
(w) "IGT Reserve" shall mean an amount withheld from the money
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otherwise owed Customer for Billing Transactions to cover Adjustments, Telco
Unbillables, Uncollectibles and other sums charged by the Telco to IGT for
Customer funds advanced to IGT but not collected by the Telcos.
2. IGT SERVICES. IGT, as a limited agent for Customer, agrees to provide the
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Basic Services to Customer in accordance with the terms and conditions contained
herein.
3. TERM. The term of this Agreement shall be for one (1) year from the
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Effective Date ("Term"). This Agreement shall not automatically renew unless
both parties agree o an extension of the Agreement in a signed writing.
4. CUSTOMER ACCOUNTS. IGT shall review and, if appropriate, approve each
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Service for which IGT shall provide Basic Services hereunder, as well as for any
changes in preamble scripts, pricing, advertising or program content relating to
any of such Services. All Services, or changes thereto, shall be registered on
the form attached hereto as Exhibit B. Customer shall provide IGT with
information regarding Customer's Services, which shall include, without
limitation, preamble scripts, pricing, copies of advertising, and program
content upon IGT request.
5. CUSTOMER SUBMISSION OP BILLING TRANSACTIONS TO IGT.
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(a) After receiving approval as described in Section 4, Customer shall
submit to IGT its Billing Transaction Data in the format set forth on
Exhibit C or other mutually agreed upon format. Customer shall submit such
information in a timely manner consistent with the schedule set forth in
Exhibit D hereto.
(b) IGT reserves the right to refuse to accept any or all of Customer's
Billing Transactions that are not formatted as set forth above or are not
submitted in a timely manner consistent with Exhibit D.
6. IGT EDIT.
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(a) Upon IGT's receipt of Customer's Billing Transaction Data as set forth
above, IGT shall subject such information to its proprietary edit process.
This edit process shall screen the call information for, among other
things, compliance with Telco policies, legal requirements, regulations and
the other requirements set forth herein before the information is forwarded
to the Telcos. IGT has sole discretion to determine whether Customer's
Billing Transaction Data meets IGT's screening criteria. If any of
Customer's Billing Transactions are found by the foregoing edit process to
fail to meet the applicable requirements, IGT shall reject and return such
transactions (Non-Billables") to Customer and shall not charge Customer any
fee with respect to such Non-Billables. IGT shall have no further
responsibility for any such returned Billing Transactions.
Billing Services Agreement
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(b) Any Billing Transactions submitted to IGT which were initiated by
End-Users residing in an area where IGT has no Billing Contract with the
Telco servicing such area, will be rejected and returned to Customer as
additional Non-Billables. Customer agrees and acknowledges that IGT may
unilaterally amend, from time to time, Exhibit A hereto by adding or
deleting Telcos. IGT shall notify Customer in writing reasonably promptly
after making any such changes. IGT shall use reasonable efforts to notify
Customer prior to the incorporation of any changes to the available billing
area.
7. TELCO SUBMISSION AND EDIT.
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(a) In accordance with the schedule set forth on Exhibit D, as updated from
time to time, IGT shall submit to the Telcos those Billing Transactions of
Customer that have passed 101's edit process. In addition IGT may provide
Telco billing coverage updates on its bulletin board on an as-needed and
communicated basis. Customer shall be responsible for on-net coverage and
updates from IGT's bulletin board by dialing the current TOT provided
number. The applicable Telco may subject Customer's Billing Transactions
submitted to it by IGT to its own edit process and thereby refuse to bill
certain transactions even though such transactions passed the IGT edit
process. After receipt of notice from the Telco that certain Billing
Transactions are Unbillable or have been rejected by the Telco's edit
process, IGT may take steps to correct the problem and resubmit the
rejected Billing Transactions to the Telcos if IGT, in its sole discretion,
believes that the problem can be remedied by reasonable efforts. Customer
agrees to fully cooperate with IGT in making any such necessary
corrections. Transactions rejected and returned to IGT in an electronic
format by the Telco which IGT determines not to resubmit will be returned
to Customer, IGT shall have no further responsibility for such rejected
transactions.
(b) Subject to terms and conditions set forth herein and in accordance with
the Billing Contracts with Telcos, IGT shall collect funds from the Telcos
with respect to the Billing Transactions;
Billing Services Agreement
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8. TELCO DEDUCTIONS.
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Telcos may withhold from the gross billed dollars in relation to the
Billing Transactions submitted by IGT the following fees and charges:
(a) Telco Holdback. With respect to Customer's Billing Transactions,
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Customer acknowledges and agrees that there may be withheld from sums owing
Customer a reserve for Uncollectibles that may be experienced by the Telcos
many months after the settlement of the sums for the Billing Transactions.
The percentage rate for such Holdback is determined by either
(i) The current Telco Reserve Rate which is subject to unilateral
change without notice;
(ii) IGT based on analysis of Telco supplied account write-off detail
as applicable to Customer's specific End-User accounts; or
(iii)An initial start rate of ten percent (10%) for those Telcos
capable of providing account write-off detail for which
Customer's specific history has not yet been established.
IGT shall exercise reasonable efforts to report to Customer in IGT's
standard transaction reports current Telco Holdback rates. From time to
time, the Telcos will conduct a Telco True-up for a particular period and
may subsequently revise the Reserve Rate as well as collect from or refund
to JOT any difference between the amounts withheld by the Telcos and the
actual Uncollectibles. As each Telco performs its True-Up and includes its
results on Telco payment summaries to IGT, IGT will, as soon as reasonably
possible, True-Up Customer's account(s). If the Telco has supplied IGT with
sufficient write-off detail to fairly and accurately attribute
Uncollectibles to Customer, then Customer's share shall be based on an
analysis of such write-off detail, otherwise, Customer's share shall be
based on Customer's specific experience in other Telcos combined with the
Customer's pro-rata contribution to the period being Trued-up. IGT shall,
as soon as reasonably possible, include these results on the current lOT
True-Up summary to Customer. Customer hereby agrees that any amount owed to
JOT by Customer as a result of this True-Up process shall be offset from
Customer's payment summary. If any of Customer's account(s) is/are
negative, IGT shall offset the amount due from the next Customer payment
summaries or, at IGT's sole option, IGT shall invoice Customer. Customer
shall pay the invoiced amount in full within fifteen (16) days of the
invoice date. Any amounts due Customer may be held in accordance with the
IGT Reserve.
(b) Unbillables. Telcos may reject Billing Transactions or apply Unbillable
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charges for Billing Transactions that do not pass their edit process. Telco
rejected Billing Transactions applicable to Customer and returned to IGT by
the Telco shall be returned to Customer Within seven (7) business days of
receipt by IGT from the Telco.
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(c) Adjustments. Telcos may deduct from the funds paid to IGT the amount of
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any Adjustments that are made by the Telcos and IGT. Customer acknowledges
that: (I) Adjustments may be performed by a Telco before and/or after any
Customer-specific funds are paid to IGT by the Telcos, and (ii) some
Adjustments may not be Customer-specific (i.e., cannot be related
specifically to the Billing Transactions of the Customer). Adjustment
information available to IGT shall be provided to Customer.
9. TAXES. Absent Customer providing IGT the appropriate tax exception
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certificates required by the applicable jurisdictions, Customer shall be
responsible for any Taxes associated with this Agreement. Customer acknowledges
that: 1) with respect to Taxes arising from Customer's Billing Transactions,
certain Telcos remit Taxes directly to the appropriate taxing authority, and 2)
certain other Telcos return Taxes to IGT with instructions for remittance of the
Taxes by IGT. IGT shall not be responsible for the Telco's tax determination or
the Telco's failure to remit Taxes. IGT shall use reasonable efforts to assist
Customer in resolving Tax disputes. Customer shall not be liable for IGT income
taxes.
10. SERVICE FEES AND OTHER DEDUCTIONS.
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From amounts collected from Telco in respect to Customer's Billing Transactions,
IGT shall be entitled to withhold from its disbursements to Customer, the
following fees and charges:
(a) IGT Fees. For Basic Services, IGT shall receive, and Customer shall
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pay, a fee relating to the gross dollars billed by IGT. IGT5 billing fees
shall be as set forth in Exhibit E hereto. IGT fees shall be assessed with
respect to each Billing Transaction submitted to a Telco. Billing
Transactions rejected by a Telco and resubmitted by IGT hall be subject to
the IGT fee unless such resubmitted was necessitated by an error on the
part of IGT. IGT's billing fees shall include billing and collection fees
imposed by the Telco's. Notwithstanding the foregoing, IGT shall be
entitled to a minimum fee from Customer, as provided in Exhibit E, for each
separate Account Number established by Customer, regardless of the number
of Billing Transactions submitted to the Telco's in such month for such
account. After the initial term of this Agreement, IGT may adjust its fees
on sixty (60) days prior written notice to Customer, provided, however,
that said adjustment shall not exceed ten percent (10%) per year.
(b) Subscriber inquiry Service Fees. IGT shall receive a Subscriber Inquiry
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Service fee for performance of Subscriber Inquiry Services on End-User
phone and written Inquiry. IGT's fees shall be as set forth in Exhibit E.
The fee for written inquiry from End-Users is $50.00 per inquiry. The fee
for written inquiry from governmental or other regulatory authorities is
$150.00 per inquiry. IGT shall invoice Customer for Subscriber inquiry
Services, and Customer shall pay the invoice within ten (10) days of the
date of the invoice. If Customer does not pay the invoice within the
prescribed time, IGT may offset Subscriber Inquiry
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Services fees from Customer disbursements. IGT may adjust its fees on sixty
(60) days prior written notice to Customer provided, however, that said
adjustment shall not exceed ten percent (10%) per year.
(c) IGT Reserve. IGT shall withhold from sums that would otherwise be owing
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with respect to Customer's Billing Transactions such sums as are necessary
to fund the IGT Reserve. The IGT Reserve amount for Account Numbers
established under this Agreement will initially be established at ten
percent (10%) of gross billed dollars, by Account Number, for each deposit
of Billing Transactions made by Customer, and the IGT Reserve will adjust
down, by Account Number, to four percent (4%) six (6) months from the first
deposit month. The above notwithstanding, IGT reserves the unilateral right
to adjust the IGT Reserve for any Account Number to offset any shortfalls
in the IGT Reserve. Any increase in the reserve amount will be funded by
either:
(i) Increasing the previously agreed upon reserve percentage and
amount for the Account Number; and/or
(ii) Increasing and/or offsetting another Customer Account Number;
and/or
(iii)Invoicing Customer directly for the amount required. Customer
shall pay IGT's invoice within ten (10) business days.
In addition, Customer acknowledges that to the extent the Telco Holdback is
insufficient to cover Uncollectibles, IGT shall be responsible to the
Telcos for any shortfall, which shall be paid out of the IGT Reserve, if
available. If the IGT Reserve is not sufficient then, at the option of IGT,
the needed amount may be invoiced to Customer (payable within fifteen (15)
days) or otherwise deducted from Customer's funds.
(d) Legal Process Expenses. If IGT is served with legal process arising
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from IGT's service to Customer and/or Customer's service to End-Users and
IGT is not a party to the action, then IGT may assess Customer for its
reasonable time and expenses incurred in responding to said process. IGT
shall invoice Customer, and Customer shall pay the invoice within thirty
(30) days of the date of the invoice. If Customer fails to pay the invoice
in a timely manner, IGT may offset the amount due.
11. Remittance OF CUSTOMER FUNDS.
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(a) Remittances. Customer shall be entitled to such funds as are remitted
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to IGT by the Telcos in respect of Customer's Billing Transactions less the
deductions, to the extent applicable, described in Sections 8, 9 and 10.
IGT shall transfer to Customer, or Customer's designated account, the funds
collected the prior week to which Customer is entitled hereunder. Such
remittance shall be paid by check and delivered to Customer's address set
forth herein, provided that remittances in excess of $10,000 may be made by
wire transfer. It shall be Customer's responsibility to provide IGT with
complete and accurate wire transfer instructions in writing as well as any
changes to Customer's address.
Billing Services Agreement
Publication Management
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<PAGE>
(b) IGT Reserve Roll-Down. With regard to the periodic roll-down of the IGT
---------------------
Reserve, at thirteen (13) months from the close of a given deposit month,
IGT shall remit fifty percent (50%) of the given Account Numbers IGT
Reserve to Customer. Furthermore, at eighteen (18) months from the close of
said deposit month, IGT shall remit the balance of a given Account Number's
IGT Reserve. The above notwithstanding, IGT reserves the unilateral right
to withhold remittances under this section to offset any actual or
reasonably anticipated shortfalls in the IGT Reserve.
(c) Final Disbursement of IGT Reserve. With regard to the final
--------------------------------------
disbursement of the IGT Reserve, the balance not applied in the Telco
True-up, if any, shall be accounted for within thirty (30) days after the
final Telco True-up for the relevant deposit period. If the IGT Reserve was
insufficient to cover Customer's share of the Uncollectibles, then IGT may,
at its option, deduct any shortfall from subsequent payments to Customer or
invoice Customer for the amount owing. Customer agrees to pay any such
amount invoiced within fifteen (15) days after receipt of invoice. Customer
acknowledges that the Telcos may provide additional Uncollectibles after
the True-up period, IGT shall promptly notify Customer and provide Customer
with data from the Telco, if available. IGT shall invoice Customer and
Customer shall pay IGT within fifteen (15) days of the invoice date.
(d) Assignment of Proceeds. If Customer assigns to a third-party any of its
rights to any sums owing to it by IGT hereunder, Customer shall so notify
IGT of such assignment by means of, and subject to the terms of, the form
attached hereto as Exhibit H. IGT shall have no obligation with respect to
any assignment or payment direction of Customer which does not conform with
Exhibit H. Further, IGT shall have no obligation to enter into any
understanding or agreement with any third party with respect to such
assignment.
12. REPORTS.
-------
(a) Standard Reporting. IGT agrees to provide Customer with IGT's standard
------------------
transaction reports per the delivery schedule set forth on Exhibit F.
Customer may request that IGT provide additional reports or a different
formatted report. To the extent IGT can comply with such request with
reasonable effort, IGT shall supply such reports at an additional charge to
be determined solely by IGT, based upon the time and expense required to
generate such reports.
(b) Audit. Upon written notice by Customer, and no more frequently than
-----
twice during a twelve (12) month period, IGT shall provide Customer access
to the information IGT receives from Telcos with respect to Customer's
Billing Transactions. Customer may request such information more
frequently, but such additional requests shall be serviced only on an "as
available" basis and at an additional cost to the Customer to be determined
solely by IGT. The charges for additional requests shall be based on the
time and other costs incurred by IGT to comply with such request(s)
Billing Services Agreement
Publication Management
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<PAGE>
(c) Report Review. Customer agrees that it is solely responsible for
--------------
inspecting and reviewing all reports provided by IGT within thirty (30)
days of receipt by Customer. Customer's failure to report any errors or
inconsistencies with respect to such reports shall constitute acceptance by
Customer.
(d) Report Detail. Customer acknowledges and agrees that (1) the individual
-------------
Telcos may not provide definitive detail to IGT for Billing Transactions
the Telco deems to be Unbillable, Recoursed, or Uncollectible, (ii) IGT
shall not be held to a higher standard of accounting pertaining to Telco
performance as provided by the individual Telco, and (iii) IGT's
methodology associated with the determination of Customer's share of
Unbillables, Recourse or Uncollectibles is reasonable and appropriate given
the detail received from the individual Telco.
13. BILLING APPEARANCE. Where the applicable Telco provides sub-carrier
-------------------
billing, Customer's Billing Transaction shall appear on such Telco's subscriber
bills with charges from YP Net" (or A name similar thereto) or, if possible,
under the name of Customer (no more than 20 characters, including spaces).
14. END-USER INQUIRIES.
-------------------
(a) Processed Inquiry. The Telcos, in some instances, requires that they
------------------
will handle certain End-User billing inquiries with respect to Billing
Transactions submitted by IGT to that Telco. Upon request, IGT shall
provide a description of such arrangements to Customer for any Telco
pertinent to Customer's Billing Transactions, subject to any
confidentiality requirement between IGT or IGTs agent and such Telco.
(b) IGT Processed Inquiry. Unless otherwise provided by the Telcos, IGT
----------------------
shall provide Subscriber inquiry Services as described in Exhibit G.
(c) Customer Information. Customer agrees to cooperate with the applicable
--------------------
Telcos and IGT with respect to any subscriber inquiries, which cooperation
shall include, without limitation, providing originating numbers,
locations, and applicable rate tables. IGT and Customer shall establish a
contact within each organization for the purpose of resolving End-User
inquiries.
15. CUSTOMER REPRESENTATIONS AND WARRANTIES.
------------------------------------------
Customer represents and warrants to IGT, as follows:
(a) Compliance With Laws. Customer is, and throughout the Term of this
---------------------
Agreement shall be, in compliance with all applicable IGT policies, Telco
policies and federal, state, and local, legal and regulatory requirements
applicable to any Billing Transactions submitted by the Customer to IGT,
including, without limitation, all certification requirements, tariffs,
rate caps, validation requirements, preamble, disclosure, advertising,
solicitation, and content applicable to Customer's Billing Transactions.
Billing Services Agreement
Publication Management
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<PAGE>
(b) Audio Text. Customer is, and throughout the Term of this Agreement
----------
shall be, in compliance with all IGT policies, Telco policies and state and
federal laws, regulations and rules with respect to the content of the
audio text of its Services, specifically including, but not limited to,
laws, regulations and rules relating to the transmission of obscene and
indecent material.
(c) Approved Programs Only. All Billing Transactions submitted by Customer
----------------------
shall represent only those information service programs which have been
approved by IGT.
(d) Customer acknowledges and agrees:
(i) IGT shall not be responsible for the content of the Customer's
services.
(ii) IGT shall not be required hereunder to commence any litigation
for collection of bills rendered to End-Users.
(iii)In the absence of willful misconduct, IGT shall have no
liability to Customer in respect of its acts or omissions in
the performance of services under this Agreement.
16. IGT'S REPRESENTATION AND WARRANTY. IGT represents and warrants that it
-----------------------------------
is in compliance with all applicable federal and state regulations with respect
to the services to be rendered hereunder, and it shall maintain such compliance
throughout the Term of this Agreement. IGT shall not be deemed a trustee or
fiduciary in its performance of this Agreement.
17. PROOF OF COMPLIANCE. Customer agrees to provide written proof of such
-------------------
compliance (as required in Section 15) to IGT within five (5) days of IGTs
request. Customer acknowledges that IGT shall have the right to immediately
suspend any and all obligations and IGT shall have no liability to Customer
hereunder in the event IGT does not receive satisfactory written proof of such
compliance. Customer agrees to advise IGT in writing as soon as reasonably
possible of any instances where it is not in compliance with such regulatory
requirements. Customer agrees to indemnify and hold IGT harmless from any and
all third party claims that may arise with regard to the Billing Transactions or
the provision of services hereunder.
18. LIMITATION OF LIABILITY.
-----------------------
IN NO EVENT WILL IGT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS
OF GOODWILL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES REGARDLESS OF THE FORM
OF ANY CLAIM, WHETHER IN CONTRACT OR IN TORT OR WHETHER FROM BREACH OF THIS
AGREEMENT, IRRESPECTIVE OF WHETHER IGT HAS BEEN ADVISED OR SHOULD BE AWARE OF
THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT
IGT'S LIABILITY WITH RESPECT TO THE PERFORMANCE OF IGTS Services SHALL BE
LIMITED TO THE AMOUNT OF IGT FEES PAID BY CUSTOMER FOR THE AFFECTED BILLING
TRANSACTIONS. CUSTOMER FURTHER AGREES TO INDEMNIFY AND HOLD IGT HARMLESS FOR
Billing Services Agreement
Publication Management
Page 10
<PAGE>
ANY AND ALL CLAIMS THAT MAY ARISE FROM ANY THIRD PARTIES RELATING
TO CR RESULTING FROM THE SERVICES PROVIDED HEREUNDER.
19. INDEMNIFICATION.
---------------
(a) By Customer. Customer hereby agrees to indemnify and hold IGT harmless
-----------
against all obligations, liabilities, claims, demands, losses, damages,
costs or expenses (including attorney's fees), arising out of or relating
to: (1) Customer's use of IGT's services, (ii) Customer's inadvertent or
intentional submission of non-approved Billing Transactions, (iii)
Customer's advertising of IGT's services, (iv) the content of Customer's
audio text or the provision by Customer of the Services billed by IGT, (v)
any Taxes, penalties, interest, -additions to tax, surcharges or other
charges or expenses payable or incurred by IGT in respect of Customer's
Billing Transactions or resulting from the Customer's use of IGTs services,
or (vi) any breach by Customer of any representation, warranty or covenant
under this Agreement. In the event that IGT is joined as defendant in any
action or proceeding arising out of any of the foregoing, IGT may, at its
option, engage its own attorneys to defend IGT and/or Customer, and
Customer shall pay all reasonable attorney fees, costs and expenses
incurred by IGT.
(b) By IGT. IGT hereby agrees to indemnify and hold Customer harmless
------
against all obligations, liabilities, claims, demands, losses, damages,
costs or expenses (including attorney's fees), arising out of or relating
to any breach by IGT of any representation, warranty or covenant under this
Agreement.
20. TERMINATION FOR DEFAULT.
-----------------------
Either party may terminate this Agreement, without liability,
effective immediately upon written notice to the other party upon any of the
following events:
(a) The other party defaults on any payment obligation hereunder and fails
to cure such payment default within ten (10) business days of written
notice of such payment default to the defaulting party by the
non-defaulting party; or
(b) The other party defaults with respect to any other material provision
of this Agreement and fails to cure such default within thirty (30) days of
written notice of such default to the defaulting party by the
non-defaulting party; or
(c) The other party is found by an appropriate governmental authority to
have violated or to be in violation of federal, state or local laws or
regulations relating to the providing, soliciting, or advertising of its
services, and such violation has not been cured within thirty (30) days
after such finding; or
(d) The other party has violated a representation, warranty or covenant
contained in this Agreement and such violation remains uncured after ten
(10) days following written notice of such violation from the
non-defaulting party specifying the nature of the violation; or
Billing Services Agreement
Publication Management
Page 11
<PAGE>
(e) The other party has (i) filed a voluntary petition in bankruptcy or
voluntary petition or an answer seeking reorganization, arrangement,
readjustment of its debts, or any other relief under the Federal Bankruptcy
Code or under any other insolvency act or law, now or hereafter existing,
or (ii) a receiver or trustee appointed involuntarily, and such petition or
action is not suspended, stayed or dismissed within sixty (60) days after
such filing or appointment, as the case may be or
(f) if seventy-five percent (75%) of Customer's submitted Billing
Transactions are not billable with one or more of the Major Telcos.
21. SPECIAL RIGHTS OF IGT TO TERMINATE AGREEMENT.
---------------------------------------------
(a) Damage to Public Image. If IGT determines, in its sole discretion, that
----------------------
its business may be adversely affected or that the Services offered by such
Customer may adversely affect IGT's public image or damage IGT's reputation
or goodwill and if, after notification from IGT to Customer, Customer has
not cured the indicated problem to IGT' satisfaction within five (5)
business days, IGT reserves the right to terminate services to Customer and
the Customer's use of the IGT' services immediately upon written notice to
Customer.
(b) Termination due to Violation of Law. IGT reserves the right to monitor
-----------------------------------
any program being billed by [CT, and, if IGT, in its sole discretion,
believes any program to be in violation of Telco policies, IGT's business
policies, any state, local or federal laws or regulations, to terminate
Basic Services for those programs if, after notification from IGT to
Customer, Customer has not cured the indicated problem to IGT's
satisfaction within five (5) business days. IGT will provide the Customer a
report summarizing the quantity of calls and dollars being suspended from
the billing process. The Billing Transaction Data and account records shall
be returned to the Customer.
22. EFFECT OF TERMINATION.
---------------------
(a) Termination of this Agreement shall terminate all the rights and
obligations of the parties hereunder, except that:
(i) neither Customer nor IGT shall be released of its respective
obligations to pay any sums of money due or payable or accrued
under this Agreement;
(ii) confidential information, as defined herein, and any copies shall
be returned to the Disclosing Party within thirty (30) days of
termination of this Agreement and the Receiving Party shall keep
such confidential information confidential for two (2) years from
the date of termination; and
Billing Services Agreement
Publication Management
Page 12
<PAGE>
(iii)in the event the termination is a result of the default or
breach by a party, the other party shall be entitled to pursue
any and all rights and remedies it has to redress such default,
breach or inequity.
(b) The parties agree that the termination of this Agreement pursuant to
any provision or section hereof, or for any other reasons, shall not affect
or terminate any obligation or liability incurred or assumed by either
party prior to effective date of termination of this Agreement, and the
provisions of this Agreement shall survive its termination with respect to
conclusion of any unresolved matters or payment obligation relating to the
services performed prior to termination.
(c) Upon termination of this Agreement or of Basic Services to a specific
Customer account, no call records shall be received or processed after the
effective date of the termination, and IGT shall have no obligation
hereunder. IGT shall proceed to process Billing Transactions already in its
billing system as of the termination date.
(d) Upon termination of this Agreement, Customer agrees that IGT may
withhold reasonable amounts as Reserves thereby increasing the IGT Reserve
to offset any service related costs and/or charges that may occur after
settlement of Customer's final submission of Billing Transactions. Upon the
last Telco's final True-up for the last deposit month, IGT shall provide
Customer with a final accounting and remit any remaining amounts withheld
or shall invoice Customer as appropriate. Any amount owing from one party
to the other as a result of the True-up shall be paid within fifteen (15)
days of IGT's final accounting.
23. CONFIDENTIALITY.
---------------
(a) As used in this Agreement "Confidential Information" of either Customer
or IGT shall mean any written or documentary information relating to the
service or business operation~ of the party ("Disclosing Party") that is
given to the other Party ("Receiving Party") pursuant to this Agreement or
otherwise if such information is marked "Confidential", bears a marking of
like import, or is or was identified by the Disclosing Party as
"Confidential" at the time of transmittal to or receipt by the Receiving
Party. Orally disclosed information shall be considered Confidential
Information if it is identified as such at the time of disclosure by the
Disclosing Party and within twenty (20) days after oral disclosure thereof
the Disclosing party confirms in writing to the Receiving Party the
confidential nature of such information. "Confidential Information" shall
also include any equipment, hardware or software (including firmware) made
available to a Receiving Party by a Disclosing Party that includes or
represents a tangible manifestation of a Party's "Confidential
Information", whether or not such equipment bears any confidential legend
or marking.
(b) Each party agrees that Confidential Information of the other party
which is disclosed or obtained by it hereunder or otherwise, shall, subject
to the terms and conditions of this Agreement, be retained in confidence
and shall be protected to the same extent and in the same manner as
comparable confidential information of the Receiving Party, but no less
than a reasonable standard of care.
Billing Services Agreement
Publication Management
Page 13
<PAGE>
(c) Information shall not be deemed confidential, and Receiving Party shall
have no obligation under this provision with respect to any:
(i) Information which now or hereinafter comes into the public domain
without breach of this Agreement;
(ii) Information already in the possession of or known to the
Receiving Party at the time of disclosure as evidenced by prior
written documentation thereof;
(iii)Information rightfully and lawfully received by a Receiving
Party from a third party without breach of this Agreement or any
other agreement as evidenced by existing written documentation
thereof;
(iv) Information developed independently or discovered by a Receiving
Party without use of the Disclosing Party's Confidential
Information as evidenced by existing written documentation
thereof;
(v) Information approved for release by written authorizations of the
Disclosing Party; or
(vi) Information disclosed pursuant to the requirement or request of a
governmental agency or court of competent jurisdiction to the
extent such disclosure is required by a valid law, regulation or
court order and sufficient notice is given by the Receiving Party
to the Disclosing party of any such requirement or request to
permit the Disclosing party to seek appropriate protective order
or exemption from such requirement or request.
(d) All information and all tangible forms of information, including, but
not limited to documents, drawings, specification, prototypes, samples and
the like received hereunder by a Receiving party shall remain the property
of the Disclosing Party. Upon written request by a Disclosing Party, a
Receiving party shall return to a Disclosing Party all tangible forms of
the Disclosing Party's Confidential Information received by Receiving
party, including all copies thereof.
24. CHOICE OF LAW AND VENUE. THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION,
-----------------------
INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE
DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF California. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING
IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED EXCLUSIVELY IN
AND VENUE SHALL BE PROPER ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE
COUNTY OF SANTA CLARA, STATE CF CALIFORNIA OR, AT THE SOLE OPTION OF IGT, in ANY
OTHER COURT IN WHICH IGT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH
HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH OF THE
Billing Services Agreement
Public Management
Page 14
<PAGE>
PARTIES HERETO WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY
RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR
TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH
THIS SECTION.
25. ANNOUNCEMENTS AND RELEASES. Neither party may use the other party's name in
--------------------------
promotional or marketing advertisements, public announcements or public
disclosures nor shall either party disclose the existence or terms of this
Agreement or its subject matter, without the prior written consent of the other
party.
26. NOTICES. Alt notices and other communications which are required or may be
-------
given hereunder shall be in writing and shall be delivered personally or sent by
U.S. mail, by facsimile, or by reputable overnight carrier. All notices and
other communications shall be deemed given when actually received by a party.
Notice by mail shall be directed to a party at its address set forth below or
such other address as shall be given in accordance with this Agreement.
Integretel Incorporated, Greg Crane
5883 Rue Ferrari Trust Manager
San Jose, CA 95138 9420 E. Doubletree, Suite C102
Attention: General Counsel Scottsdale, AZ 85258
27. DISPUTE RESOLUTION AND ARBITRATION:
-------------------------------------
Except for an action seeking a temporary restraining order or injunction related
to the purposes of this Agreement, or a suit to compel compliance with this
dispute resolution process, the parties shall use the following alternative
dispute resolution procedures as their sole remedy with respect to any claim,
dispute, or other controversy arising out of or relating to this Agreement or
its breach.
(a) Dispute Resolution. At the written request of a party, each party shall
------------------
appoint an officer or employee representative to meet and negotiate in good
faith and attempt resolve any dispute arising under this Agreement. The
location, format, frequency, duration? and conclusion of these discussions
shall be left to the discretion of the representatives. Upon agreement, the
representative may utilize other alternative dispute resolution procedures
such as mediation to assist in the negotiations. Discussions and
correspondence among the representatives for purposes of these negotiations
shall be treated as confidential information developed for purposes of
settlement, exempt from discovery and production, which shall not be
admissible in the arbitration described below or in many lawsuit without
the concurrence of the parties. Documents identified in or provided with
such communications, which are not prepared for purposes of the
negotiations, are not so exempted and may, if otherwise admissible, be
admitted in evidence in the arbitration or lawsuit.
Billing Services Agreement
Public Management
Page 15
<PAGE>
(b) Arbitration. If the negotiations do not resolve the dispute within
-----------
sixty (60) calendar days of the initial written request, the dispute shall
be submitted to binding arbitration by a single arbitrator pursuant to the
Commercial Arbitration rules of the American Arbitration Association. A
party may demand such arbitration in accordance with the procedures set out
in those rules. Discovery shall be controlled by the arbitrator and shall
be permitted to the extent set out in this section. The arbitration hearing
shall be commenced within sixty (60) calendar days of the demand for
arbitration. The arbitration shall be held in San Jose California. The
arbitrator shall control the scheduling so as to process the matter
expeditiously. The parties may submit written briefs. The arbitrator shall
rule on the dispute by issuing a written opinion within thirty (30)
calendar days after the close of the hearings. The times specified in this
section may be extended upon mutual agreement of the parties or by the
arbitrator upon a showing of good cause. Judgment upon the award rendered
by the arbitrator may be entered in any court having jurisdiction. Each
party shall bear its own costs of these procedures. A party seeking
discovery shall reimburse the responding party the costs of production of
documents (including search time and reproduction costs). The parties shall
equally split the fees of the arbitration and the arbitrator.
28. GENERAL PROVISIONS.
-------------------
(a) Attorney's Fees. IN the event of any dispute, claim or legal proceeding
---------------
(arbitrations excepted as provided herein) arising out of or relating to
this Agreement, the prevailing party thereto shall be entitled to
reimbursement from the other(s) of all reasonable attorney's fees and costs
incurred in connections therewith.
(b) Collection Fees. In the event that IGT must hire a collection agency or
---------------
service to collect fees or any funds owed IGT pursuant to this Agreement,
Customer shall be responsible for all such collection fees and will remit
payment to IGT within fifteen (15) days of receipt of invoice.
(c) Severability. If any provision of this Agreement is found to be invalid
------------
by any court, the invalidity of such provision shall not affect the
validity of the remaining provisions hereof.
(d) Captions. The paragraph headings contained in this Agreement are for
--------
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(e) Assignment. Customer may not assign any of its rights or obligations
----------
hereunder without the prior written consent of IGT. IGT consent may not be
unreasonably withheld. This Agreement shall be binding upon and inure to
the benefit of each of the parties, their successors and assigns.
(f) Amendments. Except as otherwise provided herein, this Agreement may be
----------
amended or modified only by a written instrument executed and delivered by
all of the parties hereto. No waiver by either party of any breach by the
other party or of the provisions of this Agreement shall be construed as a
waiver of that or any other provision on any other occasion.
Billing Services Agreement
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<PAGE>
(g) Third Party Rights. The parties do not intend to confer any benefit
--------------------
hereunder on any person or entity other than the parties hereto.
(h) Further Assurances. The parties agree to do such further acts and to
-------------------
execute and deliver such additional agreements and documents as the
other(s) may reasonably request to consummate, evidence or confirm the
agreements contained herein and the matters contemplated hereby.
(i) Force Majeure. Neither party shall be deemed in default of this
--------------
Agreement to the extent that any delay or failure in performance of its
obligation results, without its fault or negligence, from any cause beyond
its control, such as acts of God, acts of civil or military authority,
government regulation, embargoes, epidemics, war, terrorist acts, riots,
insurrections, fires, floods, earthquakes, nuclear accidents, strikes,
power blackouts, unusually server weather conditions, inability to secure
products or services of other persons or transportation facilities, or act
of or omission of transportation common carriers.
(j) Counterparts. This Agreement may be executed in separate counterparts,
------------
each of which shall be deemed an original, and both of which together shall
constitute one and the same- instrument.
(k) Integration of Agreement. This Agreement and accompanying exhibits
-------------------------
contain the entire understanding of the parties with respect to its subject
matter and supersedes all prior and contemporaneous agreements,
representations and understandings among the parties, whether oral or
written, relating to the subject matter hereof.
Billing Services Agreement
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<PAGE>
(l) Corporate Authority. The parties hereto represent and warrant that they
--------------------
have the capacity, power and authority to enter into this Agreement, and
that the individuals signing on behalf of both parties have the authority
to so sign.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date set forth above.
INTEGRETEL, INCORPORATED
By: /s/ Ken Dawson
--------------------------------------
Name: Ken Dawson
------------------------------------
Title: President
-----------------------------------
Date: 1/9/98
------------------------------------
PUBLICATION MANAGEMENT, A WASHINGTON D.C. TRUST
By: /s/ Greg Crane
--------------------------------------
Name: Greg Crane
------------------------------------
Title: Trust Manager
-----------------------------------
Date: 1/9/98
------------------------------------
Billing Services Agreement
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<PAGE>
EXHIBIT "A"
(Where Misc. Records available)
----------------------------------------------------
TELCO
Ameritech
Bell Atlantic
Bell South
Interstate
Cincinnati Bell
Interstate
GTE
Nevada Bell
Interstate
NYNEX
Pacific Bell
Interstate
Southwestern
US West
12-02-96
All miscellaneous programs are subject to initial and continuing Telco approval
and can be terminated at any time. Additional Telcos may be available for
service, subject to Telco approval, upon IGT review and recommendation. The
above information is generally current at the time of printing and is to be used
for informative purposes only. The information contained in this exhibit is
subject to change without notice. Inclusion in the above list does not indicate
or imply that the named Telcos approve the program(s) contemplated under this
Agreement. IGT makes no promise or guarantee that this information is constant,
permanent, all inclusive and/or final.
Billing Services Agreement
Publication Management
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<PAGE>
EXHIBIT "B"
{This page intentionally left blank)
Billing Services Agreement
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<PAGE>
JANUARY 1998
---------------------------------
SUN MON TUE WED THU FRI SAT
--- --- --- --- --- --- ---
1 2 3
X
--- --- --- --- --- --- ---
4 5 6 7 8 9 10
B EP A
--- --- --- --- --- --- ---
11 12 13 14 15 16 17
B EP A
--- --- --- --- --- --- ---
18 19 20 21 22 23 24
B EP A
--- --- --- --- --- --- ---
25 26 27 28 29 30 31
B EP A
A=DEADLINE for billing Integretel
(By noon PST)
B=DEPOSIT tapes shipped to Telcos
EP=Early Pay Wires Sent
X=Holiday
FEBRUARY 1998
---------------------------------
SUN MON TUE WED THU FRI SAT
--- --- --- --- --- --- ---
1 2 3 4 5 6 7
B EP A
--- --- --- --- --- --- ---
8 9 10 11 12 13 14
B EP A
--- --- --- --- --- --- ---
15 16 17 18 19 20 21
B EP A
--- --- --- --- --- --- ---
22 23 24 25 26 27 28
B EP A
A=DEADLINE for billing Integretel
(By noon PST)
B=DEPOSIT tapes shipped to Telcos
EP=Early Pay Wires Sent
X=Holiday
MARCH 1998
---------------------------------
SUN MON TUE WED THU FRI SAT
--- --- --- --- --- --- ---
1 2 3 4 5 6 7
B EP A
--- --- --- --- --- --- ---
8 9 10 11 12 13 14
B EP A
--- --- --- --- --- --- ---
15 16 17 18 19 20 21
B EP A
--- --- --- --- --- --- ---
22 23 24 25 26 27 28
B EP A
--- --- --- --- --- --- ---
29 30 31
B
A=DEADLINE for billing Integretel
(By noon PST)
B=DEPOSIT tapes shipped to Telcos
EP=Early Pay Wires Sent
X=Holiday
APRIL 1998
---------------------------------
SUN MON TUE WED THU FRI SAT
--- --- --- --- --- --- ---
1 2 3 4
X
--- --- --- --- --- --- ---
5 6 7 8 9 10 11
B EP A
--- --- --- --- --- --- ---
12 13 14 15 16 17 18
B EP A
--- --- --- --- --- --- ---
19 20 21 22 23 24 25
B EP A
--- --- --- --- --- --- ---
26 27 28 29 30
B EP A
A=DEADLINE for billing Integretel
(By noon PST)
B=DEPOSIT tapes shipped to Telcos
EP=Early Pay Wires Sent
X=Holiday
MAY 1998
---------------------------------
SUN MON TUE WED THU FRI SAT
--- --- --- --- --- --- ---
1 2
--- --- --- --- --- --- ---
3 4 5 6 7 8 9
B EP A
--- --- --- --- --- --- ---
10 11 12 13 14 15 16
B EP A
--- --- --- --- --- --- ---
17 18 19 20 21 22 23
B EP A
--- --- --- --- --- --- ---
24 25 26 27 28 29 30
X B EP A
--- --- --- --- --- --- ---
31
A=DEADLINE for billing Integretel
(By noon PST)
B=DEPOSIT tapes shipped to Telcos
EP=Early Pay Wires Sent
X=Holiday
JUNE 1998
---------------------------------
SUN MON TUE WED THU FRI SAT
--- --- --- --- --- --- ---
1 2 3 4 5 6
B EP A
--- --- --- --- --- --- ---
7 8 9 10 11 12 13
B EP A
--- --- --- --- --- --- ---
14 15 16 17 18 19 20
B EP A
--- --- --- --- --- --- ---
21 22 23 24 25 26 27
B EP A
--- --- --- --- --- --- ---
28 29 30
B
A=DEADLINE for billing Integretel
(By noon PST)
B=DEPOSIT tapes shipped to Telcos
EP=Early Pay Wires Sent
X=Holiday
<PAGE>
Exhibit "C"
Data Format Specification: EM1 Simplified
-----------------------------------------
Information Services: Detail Records
------------------------------------
Page 2 of 3
Billing Services Agreement
Publication Management
Page 21
<PAGE>
POSITION NAME VALUES
--------- ------------------------------------- --------------------------------------------
82-101 INDICATOR 1 -20 Zero fill except as noted:
87 Indicator 6 l=Full minute rounded time
102-112 filler Zeros
113-122 BILLING NUMBER Telephone number responsible for the charge.
123-134 FROM LOCATION Optional City, State of origination, or
Description of Service of name of IP.
135 - 146 TO LOCATION Description of Service or name of IP
No specialty character, letters only.
147-149 filler Zeros
150-152 Client ID IGT assigned Client number
153-161 filler Zeros
162 - 162 INDICATOR 25 1 =Auto Collect positive ack,
0=1/A or passive accept
163-167 filler Zeros
168-171 MEMBER/AGENT Client specific, to aid in Identifying IP's
and/or product types.
172 - 175 BATCH/SUB ACCT Client specific. Optional zero filled if not
used
IN GENERAL:
-----------
- Bytes I thru 122 are numeric, zero filled if not used
- Bytes 123 thru 175 are either zero or blank (not null) filled, as specified
- Send media via 9-track (preferred), 3 112" or 5 114" diskettes, modem (in
emergencies),
- 18-track (3480 style), mountain back-up cartridge or Colorado back-up
cartridge
- Always INCLUDE OUR IGT TAPE CONTROL FORM, OR A SUITABLE SUBSTITUTE, with
physical media.
Billing Services Agreement
Publication Management
Page 22
<PAGE>
EXHIBIT "C"
DATA FORMAT SPECIFICATION: EMI SIMPLIFIED
-----------------------------------------
INFORMATION SERVICES: SUMMARY RECORDS
-------------------------------------
PAGE 3 OF 3
POSITION NAME VALUES
-------- -------------------------------------------- ---------------------------------
1-6 RECORD ID 425001 = Non Detail Charge
7-12 DATE OF CALL yy/mm/dd
13-39 filler Zeros
40-45 Charge 9999v99 (v=assumed decimal)
46-47 filler Zeros
48-51 STATE TAX 99v99 (v=assumed decimal)
52-54 LOCAL TAX 9v99 (v=assumed decimal)
55-81 filler Zeros
82-93 filler Zeros
94-94 indicator 13 1=State Tax present
2=State and Local Tax present
3=Local Tax present
95-112 filler Zeros
113-122 BILLING NUMBER Account number responsible
for changes.
123-1 49 filler Zeros
150-152 CLIENT ID Client specific account code.
(IGT/IGT assigned)
153-167 filler Zeros
168-172 TEXT CODE Client specific (Alpha/Numeric):
Identifies type of service IGT/IGT assigned)
173-175 BATCH/SUB ACCT Client Specific
(Numeric only)
IN GENERAL:
-----------
- Bytes I thru 122 are numeric, zero filled if not used
- Bytes 123 thru 175 are either zero or blank (not null) filled, as specified
- Send media via 9-track (preferred), 3 1/2" or 5 1/4" diskettes, modem (in
emergencies), 18-track (3480 style), mountain back-up cartridge or Colorado
back-up cartridge
- Always include our IGT Tape Control Form, or a suitable substitute, with
physical media.
BILLING Services Agreement
PUBLICATION Management
Page 24
<PAGE>
EXHIBIT "E"
Price Schedule
--------------
Billing Services Agreement
--------------------------
Page 1 of 1
Service Fee: IGT shall receive the following fees for Basic Services and
Subscriber Inquiry Services.
1. Telco Outclearing (425001 Billing Transactions)
Gross dollars Deposited per Month Fee per Billing
All 6%
Each month, IGT shall receive a Telco Clearing fee equal to the greater of the
Deposited dollars multiplied by the above billing percentage or the Billable
Transactions deposited times a $1.35 minimum transaction fee, but in no event
shall the Telco Outclearing fee be less than the Telco Outclearing Minimum Fee.
2. Telco Outclearing Minimum Fee*: $ 5,000.00 per month per initial Account.
$ 5,000.00 per month per additional Account.
*During the Term of this Agreement, if Customers aggregate Telco Outclearing
Minimum Fee paid to IGT exceeds fifty thousand dollars ($50,000) on Customer's
initial Account, then Customer shall not be liable to IGT for Telco Outclearing
Minimum Fees on said Account for the remainder of the Term. For purposes of
illustration only, if Customer has paid IGT fifty thousand dollars ($50,000) in
Telco Outclearing fees on its initial Account throught the first nine (9) months
of the Term. and in the ninth month incurs three thousand dollars ($3,000)
in Telco Outclearirig Fees on said Account, then Customer shall not be obligated
to remit to IGT the two thousand dollar ($2,000) difference between the Telco
Outclearing Minimum Fee and the Telco Outclearing fee. The Telco Outclearing
Minimum Fee limitation provided in this paragraph shall not be applicable to any
additional Account(s) ordered by Customer.
** The Telco Outclearing Minimum Fee shall be effective the third full deposit
month following Customer's first deposit of Billing Transactions under this
Agreement. There shall be no ramp-up period for subsequently opened Accounts.
3. Subscriber Inquiry Services Fees:
The Subscriber Inquiry Services Fees for phone inquiry is $3.50 per live agent
processed Inquiry made to End-User accounts (includes adjustments (41 records),
if any, made to the End-User account).
4. Initial Account Activation: $ 3,000.00 initial Account activation.
Does include Customer specific sub-dc activation.
Due upon execution of Agreement.
$ 1,500.0 additional Account activation.
Does include Customer specific sub-cic activation.
5. Text Phrase Approval: $ 100.00 per approved
Customer program.
6. Program Approval: $100.00
Billing Services Agreement
Publication Management
Page 25
<PAGE>
EXHIBIT "F"
Delivery Schedule of Reports
-------- ----------- -------
Page l of l
The following reports are available on the BBS:
Report Available on BBS
------ ----------------
Conversion Report Day after data is submitted to IGT
Edit Reports Day after data is submitted to IGT
Edit Reject arid Non-Bill Detail Data Day after data is submitted to IGT
Edit Reject Detail and Summary Reports Day after data is submitted to IGT
Inquiry Comments and Data Thursdays
Telco Recourse Detail Data Tuesdays
Telco Unbill Detail Data Mondays
True-Up Detail Data Thursdays
Deposit Duplicate Detail Data Day after data
Transaction Summary Friday
Payment Summary Friday
Dilution Summary Friday
-(Unbillable Summary, Recourse
Summary, Uncollectible Summary)
The above reports are also available via 48 hour delivery service if you choose
not to use the BBS.
True-up Summary reports are not currently available on the BBS and will be
transmitted on the last Friday of each month.
Exhibit Revised 11/96
Billing Services Agreement
Publication Management
Page 26
<PAGE>
EXHIBIT "G"
Inquiry Services
----------------
Page 1 of 2
During the Term of this Agreement, IGT, in lieu of inquiry services provided by
one or more Telcos, will provide primary inquiry services to the Customer
consisting of, but not limited to:
1) acceptance of End-User inquiries or claims,
2) resolution of End-User inquiries or claims,
3) credit, adjustment. and investigation of charges billed to the End-User,
as appropriate.
To the extent that IGT provides such primary inquiry services, IGT shall:
1) establish toll free ~8OO,' telephone numbers to be used by End-Users for
the purpose of making inquiries or claims regarding charges appearing
on bills issued by the Telco,
2) provide inquiry service representatives to assist End-Users with said
inquiries or claims,
3) IGT will instruct each Telco, that it has an agreement with, to refer all
inquiries or claims regarding Customer's services to the 580Gb numbers
provided by IGT.
IGT will establish and maintain written guidelines that describe the manner in
which End-User inquiries or claims will be responded to, including, but not
limited to, the manner in which appropriate credits, adjustments, and
investigations will be made. Supplements and amendments to written guidelines
will be made as necessary and provided to the client.
IGT will be responsible for responding to all End-User inquiries or claims
related to billable messages and will provide credits and adjustments as
appropriate, in accordance with the guidelines and procedures established.
Customer will designate a representative who will cooperate with IGT in the
resolution of any questions or problems pertaining to primary inquiries or
claims.
Should Customer have any member companies for whom they aggregate call records,
IGT will contact and/or correspond with any of these companies as needed upon
written authorization of Customer.
Billing Services Agreement
Publication Management
Page27
<PAGE>
EXHIBIT "G"
Inquiry Services
----------------
Page 2 of 2
Written Inquiry Processing
IGT shall process all End-User and regulatory complaints received on behalf of
Customer unless Customer previously requests the option of handling written
complaints independently or in cooperation with IGT.
If Customer requests that IGT handle all written inquiries, IGT will handle the
inquiries according to its current procedures.
Billing Services Agreement
Publication Management
Page28
<PAGE>
EXHIBIT "H"
Payment & Reporting Distribution
--------------------------------
Page 1 of 3
Client ID Number(s):
----------------------------------------------------------
Company Name:
------------------------------------------------------------------
Wire Transfer Designation: (IGT must receive change in wire instructions by
---------------------------
Thursday for Friday Wires)
Customer Funds Assigned To (if applicable):________________________________
Attached is Letter of Assignment or suitable document(s) to instruct
distribution all or a portion of Customer Funds.
Bank Name:
-----------------------------------------------------------------
Bank Address:
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
Account Name:
-----------------------------------------------------------------
Account Number
-----------------------------------------------------------------
Billing Services Agreement
Publication Management
Page 29
<PAGE>
EXHIBIT "H"
Payment & Reporting Distribution
--------------------------------
Page 2 of 3
Bank ABA Transfer
Number:
------------------------------------------------------------------
Settlement Report Distribution
--------------------------------
Attention:
----------------------------------------------------------------------
Phone: Fax:
------------------------------------- ----------------------------
Address: ----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
Report and Detail Distribution (Edits, Inquiry, Telco Returns)
---------------------------------------------------------------------
Attention:
----------------------------------------------------------------------
Phone: Fax:
------------------------------------- ----------------------------
Address: (if different from above):
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Media Preference: Reports on: Paper Tape 3 1/2 5 1/4 BBS
--- --- --- --- ---
Detail Records on: Tape 3 1/2 5 1/4 BBS
--- --- --- ---
Billing Services Agreement
Publication Management
Page 30
<PAGE>
EXHIBIT "H"
Payment & Reporting Distribution
--------------------------------
Page 3 of 3
Inquiry Contact Information
-----------------------------
For IGT Internal Use:
Inquiry Contact Person: Phone#:
----------------------- -----------------------
Fax#:
----------------------
Information for End-Users:
Customer Services Number: (optional)
-------------------------
Customer Service
Address:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Would you prefer IGT to give End-Users your customer services phone number or
address?
---------------------------
Authorized
Signature: Date:
-------------------------------- -----------------------------
Billing Services Agreement
Publication Management
Page31
<PAGE>
EXHIBIT "I"
Gaming Requirements
-------------------
Optional: Only for use with customers that provide gaming services.
Billing Services Agreement
Publication Management
Page 32