Sample Business Contracts

Memorandum of Understanding - Fairpoint Broadband Inc. and Artera Group Inc.

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                           MEMORANDUM OF UNDERSTANDING

Memorandum of Understanding, dated as of May 23, 2003 ("MOU"), between Fairpoint
Broadband,  Inc. ("Fairpoint") and Artera Group, Inc. ("Artera").  Fairpoint and
Artera are parties to an  Exclusive  Marketing  License  Agreement,  dated as of
October 11,  2002 (the  "License  Agreement"),  under  which  Artera  granted to
Fairpoint the right to market  Artera's  "Artera Turbo" service (the  "Service")
under  terms and  conditions  set forth in the  License  Agreement.  The parties
intend to amend,  amend and restate or enter into a new  agreement to supersede,
the License Agreement (as applicable,  the "New Agreement") to alter a number of
the terms and  conditions  of  Fairpoint's  marketing  of the  Service.  The New
Agreement will be made effective as of the date hereof. Pending execution of the
New  Agreement,  however,  the parties  wish to record  their  mutual  agreement
regarding the royalties  Fairpoint  will be obligated to pay to Artera under the
New Agreement and for the portion of May prior to the date of the New Agreement,
with respect each  residential  Service  subscription  and each  individual user
within a business or governmental Service subscription (each such residential or
individual user, an "End User") covered by the New Agreement. Such royalty shall
be effective as of May 1, 2003,  shall be payable for each calendar month of the
applicable Service subscription and shall be calculated on an End User basis, as

o    $1.50 for each End User as to which  Fairpoint or its reseller (i) provides
     and operates the data center,  (ii) performs  billing and  collections  and
     (iii) provides Level I Support (as defined in the License Agreement);

o    An additional $.60 if, as to such End User, Artera or its designee provides
     and operates the data center;

o    An additional $.60 if, as to such End User, Artera or its designee performs
     billing and collections; and

o    An additional $.80 if, as to such End User, Artera or its designee provides
     Level I Support.

If Artera and Fairpoint do not execute the New Agreement by June 30, 2003, then,
from July 1, 2003 to July 15,  2003,  either of them may  terminate  the License
Agreement via written notice to the other. If such  termination  occurs,  Artera
shall be deemed to have  waived  its right to  License  Fees (as  defined in the
License Agreement) from Fairpoint under Section 3.1 of the License Agreement for
the period after April 30, 2003.

Nothing  in this MOU shall  constitute  a waiver  by either  party of any of its
rights or remedies  under the License  Agreement,  except with  respect to (i) a
claim by Artera  that  royalties  paid by  Fairpoint  for the  marketing  of the
Service  after the date hereof do not satisfy  the  requirements  of the License
Agreement,  if such  royalties paid do satisfy the provisions set forth above in
this MOU; and (ii) the possible waiver of License Fees by Artera as described in
the immediately preceding paragraph.


By:  /s/  Peter G. Nixon                    By:  /s/  Michael J. Parrella
     --------------------------------            -------------------------------
       Name:  Peter G. Nixon                       Name:  Michael J. Parrella
       Title: Chief Operating Officer              Title: Chairman & President