EXHIBIT 10.11
IPVoice Communications, Inc.
TruePartner Equipment Distributor Agreement
This Marketing Agreement (Agreement) is entered into this 10th day of March,
1999, between IPVoice Communications, Inc., a Nevada Corporation, known as
(IPVC) and Billion Telecommunication Services, Ltd., Ming Tak Xxxxxxxxxx
Xxxxxxxx, 0xx Xxxxx,000 000X Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx, the TruePartner
Equipment Distributor (TPED).
1. Exclusive Territory
IPVC Grants TPED the exclusive right to market, advertise and sell IPVC
equipment (TrueConnect Gateways) or TrueWeb access (Services) as defined in
Appendix A. TPED shall also have the exclusive right to market, advertise and
sell the Services to be offered through IPVC in the future, the compensation for
such activities to be set by agreement of the parties when such services are
made available. It is acknowledged that although TPED is granted a right to
market the Services within the Territory as an Equipment Distributor of IPVC,
TPED may also have authority to market the Service with the Territory using
other agents. The identical terms and conditions of this agreement will apply to
agents or partners of TPED.
2. Equipment Testing Period (Beta) Terms and Conditions
Gateways A period of thirty (30) days from time of install is set aside for the
customer to test TrueConnect Gateway features and functionality that were sold
at the time of Beta install. During this period of time Customer and TPED agree
to work and consult with IPVC staff on any questions, concerns or issues that
might arise to insure that the TrueConnect Gateways meet or exceed customer's
reasonable performance requirements. Should the TrueConnect Gateways not meet
TPED=s requirements and should IPVC be unable to correct the problem, the
customer shall be allowed to return the Gateway (at the cost of TPED) to IPVC
and IPVC will refund customer=s posted Letter of Credit less a 10% restocking
fee. Furthermore should the TrueConnect Gateway fail to be acceptable under the
Beta test requirements (setforth in that document) the customer shall have no
contractual obligations to IPVC.
Should TrueConnect Gateways perform and pass Beta Test requirements, IPVC shall
have the right todraw against the entire Letter of Credit and apply it as
payment in full for the tested Gateway(s) on the Customer's site. Customer
March 10, 1999
for the tested Gateway(s) on the Customer's site. Customer further agrees that
all TrueConnect Gateways must be paid for in full prior to shipping and install.
Voice Quality
IPVC cannot guarantee voice quality to the customer because it is not a function
of the Gateway itself but the capabilities of the chosen Internet Provider in
that area. Should customer not have access to IPVC recommended Site and Internet
requirements, IPVC agrees to work with customer on alternative routes, providers
and carriers.
A. TPED's Obligations
TPED shall work diligently with IPVC staff during the installation and
testing period to ensure that the Services are sold as described within the
Territory. TPED has the authority to hire Technicians or employees to
comply with the obligation. TPED shall have approved Technical,
installation and user manuals and Beta Testing reports and is responsible
for having materials translated into the major languages spoken within the
Territory. TPED's agents or partners will comply with the terms and
limitations of this Agreement. IPVC shall have the right to require TPED=s
agents and partners to sign an Addendum to this Agreement to that effect.
TPED shall diligently promote the Services as described above within the
Territory. TPED has the authority to hire agents or employees on its own
behalf and not on behalf of IPVC to comply with TPED=s obligations under
this Agreement. TPED shall have approved promotional materials translated
into the major languages spoken within the Territory. TPED's agents or
partners will comply with the terms and limitations of this Agreement.
B. IPVC=s Obligations
An IPVC technical representative will travel to customer=s location to
install a Gateway and to train customer=s staff on the use of TrueConnect.
IPVC will supply TPED and customer with what reporting will be required
during the testing period. IPVC will pay the cost of travel and lodging for
the IPVC technical personnel for a maximum of a 2-Travel day and a
5-business day stay. Should the customer desire that the IPVC technical
person stay longer, the additional expenses will be billed to the customer
unless otherwise approved by IPVC in advance.
3. Compensation
In consideration for marketing, advertising and selling the Services as set
forth above, TPED shall be paid a commission as set forth in Appendix B.
4. Billing and Collecting
March 10, 1999
IPVoice Communications, Inc.
TruePartner Equipment Distributor Agreement
A. Collecting will be by Invoice on the monthly Licensing fees, with terms
of Net 30 days. IPVC will give TPED prior credit approval before extending
these terms to the customer. TPED shall be required to post a Letter of
Credit with IPVC on behalf of the customer, or the customer should post a
Letter of Credit directly with IPVC for the full purchase price including
shipping and handling of the TrueConnect Gateway prior to shipping and
installation.
B. IPVC will, at the end of a thirty-day period, provide TPED with a
detailed invoice. IPVC will also forward to TPED a complete listing of all
revenues credited to TPED with the associated calculation of TPED's
commission. In no event will the commission be held by IPVC for longer than
thirty (30) days after either the two-week or month-ending account
receivable cycle.
5. Letter of Credit
TPED agrees to provide an Irrevocable Letter of Credit (LOC.) from a mutually
agreed upon financial institution for one and one-half times the estimated
monthly billing for those customers that IPVC will not extend credit to. The LOC
shall be adjusted periodically using IPVC procedures to account for variations
in the value of xxxxxxxx. In no case may the LOC be less than one and one-half
times the estimated monthly billing. The LOC shall state that if payment is not
received by IPVC within 30 calendar days, IPVC shall have the ability to draw
against the LOC for the outstanding amount due IPVC (usage charge less TPED's
commission).
6. Third Party Infringements
TPED shall initially have the sole right, in its discretion, to initiate,
prosecute or settle legal actions against any person infringing on any
intellectual property rights to the Services within the Territory (except any
settlement, which would have the effect of denying to IPVC the benefits of this
Agreement). Each party shall promptly notify the other of any actual or
potential infringement, which becomes known to it. Should TPED fail to take
appropriate and diligent action with respect to any such infringement by a third
person, in the sole and absolute discretion of IPVC, then IPVC shall have the
right to take such action, at its own expense and in its own name and the right
to enforce and collect any judgment thereon. Each party shall cooperate
(including appearance for testimony at trials and depositions) with the other
party as such party may reasonably request in regard to
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IPVoice Communications, Inc.
TruePartner Equipment Distributor Agreement
any legal action brought by a party pursuant to this Section. The party
requesting such cooperation shall pay all out-of-pocket costs of the party
providing such cooperation.
7. Confidentiality
Neither party shall disclose any trade secrets (if it has been designated as
such in writing at the time of its original disclosure by one party to the
other) to persons other than those bound by the terms of this Agreement or
persons who have executed Confidentiality Agreements which require such persons
to maintain the confidentiality of such trade secrets to substantially the same
extent as required by this Section. Nothing in the foregoing sentence shall
prohibit disclosure of any information which is publicly known at or after the
time of disclosure, which is already known to the recipient, or which is
required to be disclosed by law.
8. Agreement Not to Compete
March 10, 1999
IPVoice Communications, Inc.
TruePartner Equipment Distributor Agreement
A. TPED agrees that during the period commencing on the date of this
Agreement and continuing until the date two (2) years after this Agreement
is terminated, it will not directly or indirectly, either as an employee,
employer, consultant, agent, principal, partner, stockholder, corporate
officer, director, investor, or financier or in any other individual or
representative capacity, or otherwise, engage or participate in any
business which competes with the business of IPVC or any TPED supplying
services to IPVC within any country being serviced by IPVC or any TPED
supplying the service to IPVC at the time this Agreement is terminated.
TPED covenants that during the term referenced above, it will not, either
for itself or for any other person or entity, except as may be required by
the terms of this Agreement either directly or indirectly: (1) call on,
solicit, take away or hire any customers, employees, principals, lessors,
distributors or suppliers or other personnel or independent contractors, of
IPVC or any TPED supplying the Services to IPVC, (2) acquire or attempt to
acquire rights for providing any product or services in competition with
IPVC or any TPED supplying the Services to IPVC, or (3) engage in any act
which would interfere with or harm any business relationship with any
customer, lessor, employee, principal or supplier of IPVC or any TPED
supplying the Services to IPVC.
B. The parties agree that a breach of the covenants described in this
Section will result in substantial damages to IPVC, which would be
difficult, if not impossible to ascertain. TPED agrees that in the event of
such a breach or threatened breach, IPVC shall have the right to a
Restraining Order and an Injunction, without bond or other security (all of
which is waived) both temporary and permanent, enjoining and restraining
any such breach or threatened breach. Such injunctive relief shall be in
addition to any other remedy available to IPVC at law or in equity. Nothing
in this Agreement shall be construed to prohibit or prevent IPVC from
initiating an action or otherwise recovering any damages that may be
sustained as a result of the breach or threatened breach by TPED. TPED also
agrees that IPVC may pursue any remedy available to it, and the pursuit of
any one such remedy at any time will not be deemed an election of remedies
or waiver of right to pursue any other remedy.
C. Should TPED breach or violate any term of this Agreement at any time
when monies are due and owing to it from IPVC, then all unpaid monies due
TPED shall be subject to offset by the amount of any damages incurred by
IPVC, the amount of any attorney fees
March 10, 1999
IPVoice Communications, Inc.
TruePartner Equipment Distributor Agreement
and other related expenses incurred by IPVC in enforcing this Agreement,
and by the amount of any other claims IPVC may have against TPED.
9. No Relationship
The parties to this Agreement are independent contractors only and nothing in
this Agreement shall be construed as establishing any agency, joint venture,
partnership, fiduciary or other relationship between the parties.
10. Warranty
Each party represents and warrants to the other that it has the power and
authority to execute and deliver, and to perform its obligations under this
Agreement, and that neither the execution or delivery of this Agreement nor the
performance of its obligations hereunder will constitute a breach of the terms
or provisions of any contract or violate any law or the rights of any third
party.
11. Term and Termination
The term of this Agreement will commence as of the date first above written and
shall continue until the third anniversary of the date of its execution. If
either TPED or IPVC commits a material breach of any material provision of this
Agreement, and such breach is not cured within ninety (90) days after the date
of which notice of breach is provided to the breaching party in writing, the
non-breaching party shall have the right to terminate this Agreement upon
further thirty (30) day written notice.
12. Governing Law
This Agreement shall be governed and construed in accordance with the laws of
Florida, USA (excluding any conflicts with laws or rules) and each party submits
to the jurisdiction of any state, county or federal court in the state of
Florida, USA.
13. Entire Agreement
This Agreement sets forth the entire Agreement or any understanding between the
parties as to its subject matter and supersedes all other documents, verbal
commitments or understandings made before conclusion of this Agreement, and none
of the terms of this
March 10, 1999
IPVoice Communications, Inc.
TruePartner Equipment Distributor Agreement
Agreement may be amended or modified except in writing signed by both parties.
14. Assignment
This Agreement may not be assigned by either party without the prior written
consent of the other party except that any party may assign this Agreement to
any successor corporation (including the surviving corporation in any
consolidation or merger) or assignee of all or substantially all of its
business. In the event of such an assignment, the assigning party shall remain
jointly and severally liable with the assignee for the full and timely
performance by such assignee of the assigning party=s obligations hereunder.
15. Notices
Any notice, consent or approval required or permitted under this Agreement shall
be in writing and shall be delivered to the following addresses (i) personally
by hand (ii) by certified mail, postage prepaid with return receipt requested,
or (iii) by fax confirmed by such certified mail:
If to TPED:
Billion Telecommunication Services, Ltd.
Ming Tak commercial Xxxxxxxx, 0xx Xxxxx
000-000X Xxxxxxx Xxxx
Xxxxxxx, Xxxx Xxxx
E-mail address: xxxxx_xxxx@xxxxxxxxxxxx.xxx
Phone number: 0000 0000
Fax number: 0000 0000
If to: IPVoice Communications, Inc.
0000 Xxxxx Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
E-mail Address: xxxx@xxxxxxx.xxx
Phone Number: 000.000.0000
Fax Number: 000.000.0000
All notices shall be deemed effective upon the date delivered by hand or sent by
fax, or if mailed, as of the date which is five (5) days after the date of
mailing. Either party may change its address for notice purposes by notifying
the other party of such changes of address in accordance with the foregoing.
March 10, 1999
IPVoice Communications, Inc.
TruePartner Equipment Distributor Agreement
16. Waivers
No waiver of any term or condition of this Agreement shall be valid except when
made by an instrument in writing expressly waiving such term or condition signed
by the waiving party. A waiver by any party of any term or condition of this
Agreement in one instance shall not be deemed a waiver of such term or condition
for any similar instance in the future or of any subsequent breach. All rights,
remedies obligations and agreements contained in this Agreement shall be
cumulative and not in limitation of any other remedy, right, obligation or
agreement of any other party.
17. Severability
If any part of this Agreement is contrary to, prohibited by or deemed invalid
under the laws of any jurisdiction, such provision shall, as to such
jurisdiction be inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, without invalidation or affecting the validity or
enforceability of such provision in any other jurisdiction.
18. Specific Performance
The parties acknowledge that there may be no adequate remedy at law for any
violation of sections of this Agreement, and that in addition to any other
remedies which might be available, such Sections shall be specifically
enforceable in accordance with their terms.
19. Headings
Headings contained in this Agreement are for convenience of reference only and
shall not affect the meaning or construction under the provision of this
Agreement.
20. Voluntary Agreement
Each party warrants that before signing this Agreement such party has been fully
advised of its contents and meaning, has had legal counsel explain the meaning
and legal significance of each and every provision therein, and executes this
Agreement freely and voluntarily with full knowledge and understanding of its
contents.
March 10, 1999
IPVoice Communications, Inc.
TruePartner Equipment Distributor Agreement
21. Cumulative Remedies
No remedies or election hereunder shall be deemed exclusive, but shall, whenever
possible, be cumulative with all other remedies at law or in equity.
22. Attorney Fees
In the event any action, proceeding or litigation, judicial or non-judicial,
arises out of the subject matter of this Agreement the prevailing party shall be
entitled to payment of all costs, expenses and attorney fees incurred.
23. Successor/Assigns
This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, successors, personal representative and
assigns. The parties each agree to take such further action and deliver such
ancillary document as may be reasonable or necessary in order to carry out the
terms and provision of this Agreement.
24. Authority
Each individual executing this Agreement in a representative capacity warrants
to the other party that such person has sufficient authority to bind the party
on behalf of whom they are executing this document.
25. Duplicate Originals
Any fully executed copy of this Agreement shall be deemed for all purposes as a
duplicate original. All originals and duplicate must be signed before a notary
or will be considered invalid.
IPVoice Communications, Inc.
TruePartner Equipment Distributor Agreement
EXECUTED by the parties effective as of the date first written above.
IPVoice Communications, Inc.
By: /s/ Xxxxxxx X. Will
--------------------------
Xxxxxxx X. Will
President and COO
State of Colorado )
County of Jefferson ) ss.
Country of USA )
Subscribed and sworn to under oath before me on this 10th day of March, 1999.
/s/ Xxxxxxx X. Vader
---------------------------
Notary Public
0000 Xxxx # 000, Xxxxxx XX 00000
My Commission Expires August 12, 1999
Billion Telecommunication Services, Ltd.
By: /s/ Xxxxx X. X. Xxxx
---------------------------
Xxxxx X.X. Xxxx
Director
State of )
County of ) ss.
Country of )
Subscribed and sworn to under oath before me on this 24th day of March, 1999.
/s/ X.X. Xxxx
----------------
Notary Public
My Commission Expires does not expire
IPVoice Communications, Inc.
TruePartner Equipment Distributor Agreement
Appendix A
Non-Exclusive of Territory
Or
Exclusive of Territory
_ IPVoice Communications Inc. and TPED have agreed that IPVC gives
non-exclusivity of territory to TPED.
INIT /s/ BW INIT /s/SW
_ IPVoice Communications Inc. and TPED have agreed that IPVC gives
exclusivity to TPED in the Following Territory. TPED will purchase the
exclusive to market IPVC services in their chosen country. All originating
traffic, regardless of who is responsible for the sale, will roll to TPED
revenue stream. With exclusivity for this/these country, state or city. The
fee set forth will entitle TPED to:
_ Exclusivivity.
_ A Dedicated Sales and Service Contact.
_ On-site training for sales and service.
_ Training Manuals, changes and updates as they become available.
_ Updates on IPVC competitive advantage.
_ Market Overview and updates.
_ Detailed information on IPVC products and services.
_ Wholesale Pricing or Commission payments
_ Monthly Fees for use of IPVoice Software.
_ Billing and Collection guidelines.
_ Newsletter and future product development charts.
_ Technical Assistance.
_ Future product development changes.
_ Regular Agent and TruePartners meetings.
IPVoice Communications, Inc.
TruePartner Equipment Distributor Agreement
Appendix A, (Continued)
The purchase of the exclusive territory will vary by country and market and has
been determined as follows:
1.) Exclusive Territory is granted to TPED and is as follows:
Territory Signing Fee
a) Hong Kong $ 1,000.00
b) Taiwan $ 500.00
c) CHINA
This is for the right to market and advertise the services and to establish an
office. As used in this Agreement, AService@ shall mean domestic, intra-country
and international calling services offered through the date of this Agreement,
specifically origination and termination in designated calling patterns,
international and calling card. The Agent shall also have the exclusive right to
market, advertise, and sell the services to be offered through IPVC in the
future, the compensation for such activities to be set by agreement of the
parties as set forth in Appendix B.
It is acknowledged that although TPED is given (a) the right to market a
geographic territory, and (b) Product and Services; as an Agent on behalf of
IPVC, IPVC also grants authority to TPED to market said Territory by using
TPED's own agents or direct sales staff.
TPED Obligations under Exclusive Territory
TPED shall diligently promote the Service within the Territory. The TPED has the
authority to hire agents or employees to comply with the obligations of this
Agreement at the sole expense of TPED. TPED shall have IPVC pre-approved
promotional materials which must be translated into the major languages spoken
within the Territory at the sole cost of the TPED. TPED's agents or partners
will comply with the terms and limitations of this agreement and will sign
documentation to that effect. TPED is responsible for setting up an office,
where customer calls can be answered, AIPVoice Communications (country name),@
and that sales and service can be handled in a professional manner.
TPED understands and agrees that IPVC has the right, in its sole and absolute
discretion, should the following quota be met to terminate and/or change TPED
Country Exclusivity.
QUOTA: 15 (fifteen) TRUECONNECT GATEWAYS PER YEAR, PER EXCLUSIVE
TERRITORY
TPED understands and agrees that Purchase price is due and payable at conclusion
of the Beta Test period.
IPVoice Communications, Inc.
TruePartner Equipment Distributor Agreement
Appendix B
TPED Compensation
This Appendix B, dated March 10, 1999, by and between IPVoice Communications,
Inc. (IPVC), a Nevada Corporation, and Billion Telecommunication Services, Ltd.,
TruePartner Equipment Distributor (TPED), is attached to and made a part of the
Agreement between IPVC and TPED dated March 10, 1999 (the AAgreement:).
IPVC agrees to pay the following commissions for the country(s) listed in
Appendix A only to TPED, at the times as set forth in the Agreement.
Equipment Sales and Fee=s listed in Appendices D and E
A. TrueConnect Gateway Sales for Domestic and International.
Product Sold Commission
TrueConnect Gateway 5%
Added Gateways 4%
T-1 and/or E-1 Cards 8%
B. TrueConnect Gateway=s using MultiCom software but no network applications
or resell of of minutes:
Per Customer Location:
25% of IPVC=s charges on a per call record or monthly minimum, per month
Commission percentages paid for services or equipment sold in countries other
than those in Paragraph A,and B above are country specific and will be added on
a country by country basis to this Agreement as deemed appropriate by TPED and
IPVC.
The above Commissions are paid to TPED 30 days after payment is received by
IPVC. Commissions paid in A. is paid one time and the percentage is determined
on the total sales price of the Product sold less ( more fully described below
as ANet Revenues@).
Should market conditions change, IPVC reserves the right to modify the
commission structure.
IPVoice Communications, Inc.
TruePartner Equipment Distributor Agreement
ANet Revenues@ shall mean gross revenues actually received by IPVC or TPED for
of sales of the services defined in this Agreement, less IPVC=s cost of, but not
limited to, taxes, duties, discounts, license fees, equipment, network, labor,
refunds and administrative costs. Both IPVC and TPED shall determine rates and
commissions for any IPVC network used by TPED customer switching in TPED=s
Territory.
In order to stay competitive and in order to maximize return, IPVC shall require
that in the event that a 800-toll free access number is being used, that the
number be changed periodically. TPED specifically agrees to contact customers to
make the required number changes within receipt of two weeks notice by IPVC.
IPVC will give a minimum of two weeks notice after which toll free number change
is required. IPVC may invalidate this Agreement if TPED fails to make the
required changes without agreed written notice from IPVC for delays.
IPVoice Communications, Inc.
By: /s/ Xxxxxxx X. Will
--------------------------
Xxxxxxx X. Will, President and C.O.O.
Billion Telecommunication Services, Ltd.
By: /s/ Xxxxxx X. X. Xxxx
---------------------------
Xxxxx X.X. Xxxx, Director
IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
Appendix C
Contact Form
This contact form must be filled out, dated and submitted to IPVoice by mail,
fax or e-mail for every potential customer, distributor, sub-agent or client
that the TPJV proposes to list in its base of working accounts. TPJV understands
and agrees that should submitted contact not sign an agreement after one-year
from the time it was submitted to IPVoice, IPVoice shall have the right to
contact and sell directly. (Unless otherwise agreed to in writing)
DATE SUBMITTED_______________________________________
SUBMITTED BY: ______________________ RECEIVED BY: _______________________
CUSTOMER'S NAME: ________________________________________________________
CONTACTS NAME: __________________________________________________________
DAYTIME OR OFFICE PHONE NUMBER: _____________________________________
AFTER HOURS NUMBER: ____________________________________________________
FAX NUMBER: _________________________E-MAIL ADDRESS: ___________________
ADDRESS: ______________________________________________________________
CITY/STATE/COUNTRY: _________________________________________________
ZIP___________________
COMMENTS: ____________________________________________________________________
PROGRAMS/SERVICES OR PRODCTS ARE UNDER NEGOTIATIONS:
IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
Appendix D
TrueConnect Gateway
T-1 Applications Sale and Price Sheet
Description
USA Domestic and some International Locations. Each TrueConnect Gateway is
set up with (2) T-1 Cards and has the capacity to hold (4) T-1 Cards. Each
card should be able to handle 250,000 minutes per month. To insure optimum
performance, IPVoice recommends that you DO NOT operate your Gateways with
(4) Cards. As minutes grow, Gateway can be added to support growth.
Sales Price:
First TrueConnect Gateway $59,894.00 USA dollars
TrueConnect Gateway Adds $44,895.00 USA dollars
T-1 Cards $ 6,200.00 USA dollars
Licensing Fees for MultiCom
Set up Fee of $5000.00
Monthly Fee of $5000.00 or $0.0025 per call record (which is ever greater)
Equipment
(1) One each of the following:
Computer with Keyboard, Sound Card, Monitor, Network Card, Windows,
NT Server, Network Hub, Surge Protection, Cable, Modem, Manual
Hardware
One each of the following:
XXXX0X, XX0000, Fusion 2.0 for NT, G.723.1, H.323 Stack
Other Hardware and Qty
2 AG-T1+RT2 Cards
48 G.723.1 runtime
48 H.323 runtime
Software
MultiCom Software
TrueConnect Switch Software
PCAnywhere Software
Shipping and handling
Cost will vary.
IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
Appendix E
TrueConnect Gateway
E-1 Applications Sale and Price Sheet
Description
For use in most International Locations.
Each TrueConnect Gateway is set up with (2) E-1 Cards and has capacity to
hold (4) E-1 Cards. Each card should be able to handle 250,000 minutes per
month. To insure optimum performance, IPVoice recommends that you DO NOT
operate your Gateways with (4) Cards. As minutes grow Gateway, can be added
to support growth.
Sales Price:
First TrueConnect Gateway $63,720.00 USA dollars
TrueConnect Gateway Adds $48,720.00 USA dollars
E-1 Cards $ 6,400.00 USA dollars
Licensing Fees for MultiCom
Set up Fee of $5000.00
Monthly Fee of $5000.00 or $0.0025 per call record (which is ever greater)
Equipment
One each of the following:
Computer with Keyboard, Sound Card, Monitor, Network Card, Windows, NT
Server, Network Hub, Surge Protection, Cable, Modem, Manual
Hardware
One each of the following:
XXXX0X, XX0000, Fusion 2.0 for NT, G.723.1, H.323 Stack
Other Hardware and Qty
2 AG-E1+RT2 Cards
60 G.723.1 runtime
60 H.323 runtime
Software
MultiCom Software
Shipping and handling
Cost will vary.
IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
Appendix F
TrueConnect System/Site Requirements
Last Revised: 10/23/98
This document outlines the system and site requirements needed to install and
operate a TrueConnect Internet Telephony Gateway.
Primary Gateway Hardware (Provided by IPVoice):
Chassis: 19" Rack Mountable
CPU: Intel 266Mhz CPU with 64 MB Ram
Disks: 3-5GB Hard Disk with CD-ROM
PSTN: IPVoice T1/E1/ Analog Interface Card
VoIP: IPVoice PSTN/VoIP Translator Card
Software Configuration (Provided by IPVoice):
Windows NT 4.0 Server
TrueConnect Call Control v1.0
MultiCom Billing v3.3 Access Included
Optional Components:
Additional IPVoice T1/E1/PSTN Interface cards
Site Requirements (Provided by TruePartner):
T1/E1 to the local PSTN for local termination/origination (bi-directional)
Dedicated connection to the Internet Backbone (High Bandwidth)
10/100Base-T Ethernet connection Cable
Dedicated IP Address for the TrueConnect Gateway
Dedicated Phone Line at Install Site (for emergency access to gateway)
8-Port 10-Base-T Hub (If required by ISP)
Uninterruptable Power Supply (UPS)
IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
Appendix G
Pre Installation Testing Procedures
o1. Customer must aquire a facility providing both Internet connectivity and
PSTN connectivity
o2. Customer must obtain a unique IP Address for the TrueConnect Gateway
o3. Customer must provide the IP Address of the Gateway to IPVoice
o4. Customer must provide the IP Address of the router that will be used for
the gateway
o5. Customer must conduct latency testing and transmit this data to IPVoice
o6. Customer must obtain Internet access from their office. (Dial-Up or LAN)
Latency Testing
o1. Customer must set up a computer at the facility using the
IP address for the Gateway
o2. Run the "ping" utility continuously for a period no less than 72 hours.
(Target IP Address for the ping is: 204.181.36.24)
o3. Send the output to IPVoice
IPVoice Communications, Inc.
TruePartner Joint Venture Agreement
Appendix H
Beta Testing Fuctionality Checklist
MULTICOM
1. Remote Access via Procomm 3.+
(Requires Internet Connection from Office Site)
2.Customer Management
3.Customer Invoicing
4.Agent Management
5.Account Management
6.System Reports (printing requires HP III compatible Laser Printer)
7.Real-Time Traffic Information
8.Debit Card Creation and Management
9.Rate Table Management
TRUECONNECT GATEWAY
1.Receive and Authorize Inbound Customer Calls
2.Terminate Customer Calls
3.Rate Calls and Debit Customer Accounts
4.Basic Voice Prompts (English)
