EXTELCOM
(K&S INTERNATIONAL COMMUNICATIONS INC.)
INTERNATIONAL PRIVATE LINE NETWORK SERVICE
TERMS AND CONDITIONS
This Agreement is made as of this 6th Day of March, 1997, by and between
K&S International Communications ("Extelcom") and Global TeleMedia International
Inc. ("Customer").
Whereas, Extelcom wishes to provide access for Customer, subject to the
terms and conditions indicated herein, to certain Value Added telecommunications
services permitting the satellite transmission of Full duplex signals: and
Whereas, Customer wishes to obtain use of one or more such Value Added,
telecommunications services subject to the terms and conditions indicated herein
and has executed a separate order form (the "Order Form") for each channel
ordered from Extelcom.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and or other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. PROVISION OF SERVICE:
(a) US Portions: Customer shall provide the portion of up to 6 (six) TI
Circuits terminating at Extelcom Teleport, 00 0, Xxxxxxx Xxxxxx, X xxxxxxxxx XX
00000, Extelcom will provide and pay for connections of the U.S. portions of
the said T1's to a certain communications satellite in space (the "U.S.
Portion")
(b) Foreign Portions: Extelcom agrees to use its reasonable efforts to
install all necessary facilities and implement service From a certain
telecommunications satellite in space to the overseas site in Bogota, Colombia.
Customer acknowledges that certain services for the Foreign Portion may be
obtained from third party telecommunications providers.
(c) Extelcom shall use its reasonable efforts to deliver seven T
circuits within the following time frame:
i) Five T1's upon signing of the service orders and receipt of prepayment
Customer shall have first refusal for the T I's which will be available as
indicated below. Upon receipt of written notice from Extelcom that such T I's
are available, customer shall have 48 (forty eight) hours to accept or decline
the use of said T I's
ii) One T I within 30 (thirty) days of signing this agreement
d) Extelcom shall have the responsibility of inserting a 52 second time
delay on each of the TI circuits, which shall commence at the start of every
individual attempt to obtain service. Said delay will have the sole purpose of
allowing Customer to xxxx for the service and ensure that invoicing does not
commence before contact with the called party is initiated. This time delay
shall cease when the technology outlined in item (If) below is installed and
working.
e) Extelcom agrees to install answer supervision on individual circuits
within the following time frame:
i) Five circuits within seven business days of contract signing.
ii) All other circuits within twelve business days of contract signing.
f) Technical specifications of each TI circuit
i) Extelcom guarantees 90/95% (ninety to ninety five percent) voice
grade toll quality on each circuit.
ii) Signaling interfaces via AMI D4/SF, Winkstart, D4, Winkstart or
network clocking of carrier.
iii) There should be no echo, cancellation via synchronization
iv) Handling loss diversity via fault tolerant hardware.
v) Extelcom will provide a post delay time between 5 and I (five and
eleven) seconds.
vi) Extelcom will provide a minimum of 43/50% (forty three to fifty
percent) call completion.
vii) Extelcom will make every reasonable effort to provide immediate
response to any outage. Extelcom facilities will be manned 24 (twenty four)
hours and reported outages will be worked on immediately. Extelcom will provide
the traffic guarantees that are outlined in Article 2 (f) of this contract.
viii) Extelcom will ensure trunk volume level should be received at no
more than -6db at the Atlanta switch site.
ix) Answerback supervision will be accurate and will not run on
unanswered or busy calls. Extelcom will make every reasonable effort to provide
supervision within two second on answered calls.
x) Extelcom will make every reasonable effort to ensure that all
circuits are operational at least 99% of the time. Extelcom guarantees traffic
minimums as outlined in Article 2 (f) of this contract.
xi) Billing will be initial 30 (thirty) seconds with 6 (second)
increments.
2. SERVICE FEE: MANNER OF PAYMENT AND LATE PAYMENT CHARGES:
a) Customer shall pay Extelcom the sum of .30 cents per minute (thirty
US cents per minute) in US currency for service destined to areas outside of
Bogota (prefix's not including 571) and .25 cents per minute (twenty five US
cents per minute) in US currency, for service destined within the city of Bogota
(571 prefix). Should Extelcom have reason to increase these rates due to higher
expenses or because of an increase in the exchange rate, Extelcom will advise
Customer of said increases and the reasons for such, with 45 (forty five) days
advance notice. Customer shall then have the option to accept said changes or
cancel the service before said increases are put into effect. If Customer has
not provided Extelcom with written intent to cancel after thirty days, it will
be deemed to have accepted the new rates and waived its option to terminate the
contract.
b) Furthermore, Extelcom agrees that by July 31, 1997, it will advise
Customer of the estimated date of the completion of its distribution facilities
to be located in Medellin and Cali. Upon completion of said facilities and
satisfactory testing of the same, Extelcom agrees to reduce rates for service
outside the city of Bogota (prefix's not including 571) to 24 cents (twenty four
cents) per minute. Extelcom also agrees to reduce rates for service within the
city of Bogota (prefix 571) to 22 (twenty two cents) per minute. Extelcom
agrees to provide cellular traffic (prefix 573) at the rate of 70 cents per
minute. If Extelcom cannot offer the customer the reduced rates of 22 cents and
24 cents by July 31 1997 the customer shall have the option to terminate this
agreement. If Customer has not executed his option to terminate by August 31,
1997 then it will have been determined that customer has waived its right to
terminate under this section.
c) Upon the completion of installation of each TI circuit, Extelcom
shall send to Customer a completed notice of acceptance, in the form provided,
as the "Notice of Acceptance" via facsimile or overnight courier. Customer
shall execute the Notice of Acceptance and return it to Extelcom (via facsimile
and overnight courier) signifying Customer's agreement that installation is
completed and billing may begin as of the Effective Billing Date indicated.
Customer agrees not to withhold acceptance of circuit unreasonably. Failure to
return the Notice of Acceptance within three (3) business days of receipt of
original shall be deemed an acceptance for all purposes; provided however,
Customer shall have the right to dispute the assertion that the Services are
satisfactorily installed by sending to Extelcom within the 3 business day's of
receipt of the Notice of Agreement notice specifying in detail the grounds for
dispute. Once Extelcom rectifies said grounds, Customer agrees to immediately
test service for a maximum of 24 hours and if service is found acceptable, sign
and return the completion notice without further delay. Thereafter, the charges
for termination of traffic will be invoiced by Extelcom weekly and said sums
will be due within 72 hours (seventy two hours) of presentation.
d) All payments shall be payable in US dollars to Extelcom, and shall
be deemed received only upon receipt by Extelcom of collected funds in the
United StatesAny payments not received when due will be assessed a late charge
of one and one half percent (1-1/2 %) per month of the amount due, or the
maximum permitted by law if less. Charges for a partial week's Services, during
the first or last month of Service shall be prorated. Following Customer's
execution of or deemed acceptance of the Notice of Acceptance, Extelcom will
send a weekly invoice to Customer, billing the weekly charges and any other
relevant charges thereunder. Payment in full of the amount indicated on the
invoice is due within 72 (seventy two) hours of presentation. Extelcom will
provide Customer with call records as soon as these are available.
e) Extelcom and Customer agree that in the event of a dispute involving
billing both parties will attempt to resolve said dispute without delay. Should
a dispute occur such disputes will be settled by comparing the call records of
Extelcom and the customer and dividing any difference between the two parties.
No late charges will be applied to any amounts involved in such a dispute.
Should a dispute occur, Customer will not withhold more than 10% (ten percent)
of the amount pending payment while said dispute is settled.
(f) Extelcom guarantees to provide service for a minimum of 300,000
(three hundred thousand) minutes via each TI each month. Customer agrees to pay
for a minimum of 300,000 (three hundred thousand) minutes at the rates indicated
in Article 2 (a) and 2 (b) of this Contract for each TI each month commencing 30
days after acceptance of each TI. Should Customer be unable to utilize service
for 300,000 minutes monthly via any individual TI circuit due to the fault of
Extelcom, Extelcom will reimburse Customer for the difference between actual
minutes of service utilized and the amount of 300,000 minutes, at the rate
Customer is obliged to pay for said minutes over and above the applicable
tariffs outlined in Article 2 (a) and 2 (b) of this contract. Claims must be
made within five business days of occurrence and proof of charges documented.
3. PRE-PAYMENT:
a) Within five business days of execution of each order form for each
TI circuit, Extelcom will advise Customer in writing of the delivery date of
said TI. Five business, days before the stated delivery date of each TI,
Customer will make a prepayment of $30,000.00 (thirty thousand US dollars) for
each circuit. An additional $30,000.00 (thirty thousand US dollars) shall be
paid upon handing said circuit to the customer for testing, for a total amount
of $60,000.00 (sixty thousand US dollars) for each TI.
At the end of each week consisting of 7 days (seven days), Extelcom shall xxxx
the client for the number of minutes used during that week via each circuit or
TI. From the total amount weekly billed for each circuit, Extelcom will credit
the customer the amount of $2,500.00 (two thousand five hundred dollars). These
credits shall continue each week for a period of 24 (twenty four) weeks until
the amount of $60,000.00 has been credited for each circuit that the customer
has made a pre-payment of $60,000.00 (sixty thousand
dollars) for, thus returning the said pre-payment in its entirety to the
customer.
b) Extelcom shall not take any action with respect to the
implementation of Services until the Deposit is paid in full.
4 SERVICE TERM:
a) The term of the agreement shall be twelve months with an the option
to renew the contract for a further twelve months if both parties are agreeable
to the terms under which service for the second twelve months shall be provided.
5 CREDITS:
a) Extelcom shall give Customer an "Outage Credit" (applicable against
Customers next weekly xxxx) for claims received from customer's clients who
experience interruptions in the service provided by Extelcom. In order to
receive outage credit, Customer must advise Extelcom of such claims within 5
business days of occurrence. Should Extelcom, require documented proof of such
outages Customer will provide these upon demand.
Extelcom accepts no responsibility for outages caused by customer equipment
problems or connecting lines owned or leased by customer or for customer
-negligence. No credit will be granted to customer by Extelcom for non-use of
any TI circuit, which is caused by interruptions in commercial relations between
customer and customer's provider, or any other event outside the control of
Extelcom.
6. TAXES AND OTHER CHARGES:
Customer is solely responsible for any taxes, charges or levies which may
be asserted against Customer or Extelcom by any local, national, public, or
quasi-public US or foreign government entity with respect to the Services or
equipment provided to tile Customer and/or Customer's use of the services or
equipment. In the case that customer claims tax exemption, a certificate of such
exemption will be provided to Extelcom at the time of acceptance of circuit.
7. (A) LIMITATIONS OF LIABILITY:
EXCEPT AS PROVIDED HEREIN, EXTELCOM MAKES NO WARRANTIES WHATSOEVER, EXPRESS
OR IMPLIED, WRITTEN OR ORAL, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE AS TO SERVICES TO BE PROVIDED
OR ARRANGED FOR CUSTOMER BY EXTELCOM HEREUNDER, OR THE USE OF SUCH SERVICES IN
CONJUNCTION WITH OR COMPATIBILITY OF SUCH SERVICES OR FACILITIES WITH EQUIPMENT,
PROGRAMS, OR OTHER MATERIAL TO BE PROVIDED BY-CUSTOMER.
B) IT IS EXPRESSLY AGREED THAT EXTELCOM'S SOLE OBLIGATION AND
CUSTOMER'S EXCLUSIVE REMEDIES FOR ANY CAUSE WHATSOEVER ARISING OUT OF OR
RELATING TO THE PROVISION OF OR ARRANGEMENTS FOR SERVICES HEREUNDER ARE LIMITED
TO THOSE SET FORTH HEREIN, AND ALL OTHER REMEDIES OF ANY KIND ARE EXPRESSLY
WAIVED BY CUSTOMER.
c) Customer expressly agrees that Extelcom will not be liable to
Customer or any third party whatsoever, in contract, tort, or any other theory,
at law or in equity, arising out of any breach or alleged breach by Extelcom of
its obligations hereunder, including but not limited to any incidental or
consequential damages or loss of revenue, whether foreseeable or not, occasioned
by any defect in any facility provided or arranged for Customer except in the
case of negligence or willful misconduct by Extelcom. Customer's sole remedy
except in the case of negligence or willful misconduct by Extelcom shall be the
outage credit provided under section 5 hereof Without limiting the generality of
the foregoing, Customer acknowledges and agrees that it shall have no right of
recovery for any cause whatsoever, arising out of or relating to the provision
of the Service by Extelcom, or any supplier of equipment or service to Extelcom,
that is necessary for the provision of Service to Customer.
d) Customer shall defend and indemnify Extelcom from any claims,
liability, losses, cost, or damage, including attorneys' fees and cost, arising
out of any transmission by Customer that is libelous, slanderous, an
infringement of copyright, or which is otherwise illegal.
e) Extelcom shall not be held responsible and shall be indemnified and
held harmless from and against any liability whatsoever, arising from a delay or
other malfunction of any portion of the Services provided by a third party
telecommunications provider including, but are not limited to, delays caused by
failure of or delay in obtaining any authorizations from any third party
telecommunications providers, which authorization is required in order to
install equipment or initiate services.
f) Customer hereby indemnifies and saves Extelcom harmless from and
against any and all claims, liabilities, losses, suits, damages, obligations,
costs, and/or expenses including claims of libel, slander or copyright
infringement (including, without limitation, legal fees and expenses) arising
out of or in connection with the use of Services hereunder. Customer
specifically indemnifies Extelcom for any and all injuries, deaths, losses or
property damage as well as any claims by any government or other authority with
regard to Services provided hereunder.
g) Customer shall not utilize Services or equipment provided by
Extelcom hereunder for any unlawful purpose and shall defend, indemnify and save
Extelcom harmless from and against any and all losses, liabilities, damages, or
expenses including reasonable attorney's fees resulting directly from the action
of any party. including but not limited to, any governmental agency or
department, or any common carrier predicated upon an allegation that use thereof
is, in whole or in part, for an unlawful purpose (whether or not such
allegations ultimately proven before a court or agency having jurisdiction over
the issue).
h) Extelcom agrees to indemnify and hold harmless customer for any
negligence or willful misconduct by Extelcom.
8. LEGAL COMPLIANCE-
a) The parties hereto acknowledge and agree that this Agreement is
subject to applicable treaties, laws, regulations, and orders of any federal,
state or local governmental authority having jurisdiction hereover, including,
if applicable, without limitation, the Federal Communications Act of 1934, as
amended, and the rules, regulations and orders of the Federal Communications
Commission (F.C.C.), promulgated hereunder. The performance of this Agreement
is expressly contingent upon, and subject to, the obtaining and continuance of
such approvals, consents, authorizations, licenses and permits from the F.C.C.
or any other federal, state or local governmental authority as may be required
or deemed necessary for the purposes thereof, and such terms and conditions as
may be imposed thereon, including all. applicable technical requirements of the
owner of the satellite, and the terms and provisions of any Federal
Communications Commission Tariff that may become applicable during the contract
term, and as such tariffs may be amended from time to time
b) The parties agree that the terms of this Agreement shall suspend and
xxxxx for that period of time during the term hereof that there remains in
effect any determination or directive whatsoever by any international , federal,
state, or local government agency or authority, to the effect that the
distribution of Customers programming or signals, or the utilization of Services
hereunder is in violation of (or inconsistent with) any applicable
international, federal, state, or local statute, law, regulation, rule or
directive.
c) Such nonperformance will not be a default or a ground for
termination as long as reasonable means are taken to expeditiously remedy the
problem causing such non-performance.
9. FORCE MAJEURE:
Each party will be excused from performance to the extent that it is
prevented from so performing in whole or in part, as a result of delays caused
by the other or any act of God, weather, fire, flood, epidemic, earthquake,
hurricane, casualty, lockout, boycott, strike or any other labor dispute, riot,
acts of public enemy, enactment, order, rule, or action of any international,--
federal, state or local government agency, or instrumentality. War, civil
disturbance, third party non-performance failures, fluctuations or
non-availability of electrical power, heat, light, air conditioning or
telecommunications equipment or any other cause beyond its reasonable control.
Failures, fluctuations or non-availability of electrical power, heat, light, air
conditioning or telecommunications equipment. Such nonperformance will not be a
default or a ground for termination as long as reasonable means are taken to
expeditiously remedy the problem causing such non-performance.
10. TERMINATION OF SERVICE:
The Service to any site may be terminated:
(a) By Extelcom, if the Customer fails to make payment of any amount
due for Services to such Site and such amount remains unpaid ten (10) days after
Customer receives from Extelcom a notice of such nonpayment, or
(b) By Customer, in the event a loss or substantial disruption of the
acceptable voice grade services of a cumulative duration of more than 48 flours
in any consecutive 30 day period, directly attributable to the acts or omissions
of Extelcom: provided however, Customer must provide Extelcom with a written
notice specifying the problem in detail and shall have 10 days from receipt of
said notice in which to attempt to cure the problem. If Extelcom is unable, at
the end of the 10 day cure period, to cure the problem, or to demonstrate that
the problem is not within its reasonable control, then and in such event,
Customer may terminate Services to the Site effective immediately with no
further liability whatsoever, except for payments already due; or,
(c) By Customer, at any time and for any reason after 15 days advance
written notice to Extelcom, provided that Customer shall pay an early
termination charge equal to the minimum guaranteed minutes of service monthly
for each TI, as outlined in Article 2(e) of this Contract times the number of
months remaining the term of the contract or any renewal thereof divided by one
half. The above payment shall be due and payable upon Customer's receipt of
invoice.
(d) If Service is terminated in accordance with section 10(a), then in
addition to Extelcom's other remedies at law or in equity, Extelcom shall be
entitled to declare immediately due and payable, in addition to the amounts
already due, the minimum guaranteed amount of minutes for service monthly for
each TI, as outlined in Article 2(e) of this Contract times the number of months
remaining in the term of the contract or any renewal thereof divided by one
half. The above payment shall be due and payable upon Customer's receipt of
invoice.
(e) In addition to the foregoing, and in the event of termination under
either section 10(a) or (c), Customer agrees to be responsible for any cost of
early termination rightfully assessed against either Customer or Extelcom by any
third party or parties including but not limited to, or any local, national,
governmental or quasi-governmental telecommunications entities and any
subcontractors involved in the provision of the Services to the Site, whether by
contract, tariff or otherwise, Customer shall reimburse Extelcom for any such
cost. Customer shall indemnify and hold harmless Extelcom from any liability
for such costs.
(f) Customer acknowledges that, due to the unique nature of the
Services offered and the difficulty of calculating damages in the event of
non-payment or early termination by Customer the foregoing rights of Extelcom
under this section 10 and are reasonable and constitute liquidated damages for
the loss of the bargain contemplated hereunder and do not constitute a penalty.
The termination of Service to any Site for any reason shall extinguish all of
Extelcom's obligations to provide and Customer's obligation to accept Service,
but shall not relieve either party of any obligations that may have arisen prior
to such termination.
11. GOVERNING LAW:
This agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida without giving effect to
conflict of laws principles thereof No defense, counterclaim or right of
sett-off given or allowed by he laws of any other state or jurisdiction or
arising out of the enactment, modification or repeal of any law, regulation,
ordinance or decree of any foreign jurisdiction shall be interposed in any
action hereon. The parties hereto expressly agree that any action, suit or
other proceeding brought by either party hereunder against the other arising out
of the provision of the Services hereunder shall be brought and maintained in
those federal or state courts located within Dade County, Florida and both
parties hereby submit to the personal jurisdiction of the Florida, federal and
state courts.
12. ASSIGNMENT
These terms and conditions of this agreement shall be binding upon and
shall inure to the benefit of any successors and assigns of the Parties,
provided that no assignment shall relieve either party of its obligations to the
other party- Any purported assignment by either party not in compliance with
these terms and conditions shall be null and void. Any assignment of any right
and/or interest of either party hereunder shall require the prior written
approval of the other party.
13. CONFIDENTIALITY:
Extelcom and Customer each agree that all information communicated to one
by the other or the other's affiliates, whether before or after the date written
below, will be received in strict confidence, will be used only for the purposes
intended by the disclosing party, and except as otherwise provided below, will
not be disclosed by the recipient party, its agents, subcontractors or employees
without the prior written consent of the other party. Customer will hold-in
confidence all information regarding Extelcom's technical installations,
including Teleports and all equipment therein. Customer will hold in confidence
operating procedures and other proprietary information. Customer agrees not to
copy installations, designs, equipment set-up patterns and any other information
or facilities that could be considered proprietary to Extelcom or that are
necessary for Extelcom to conduct business. Each party agrees to take all
reasonable precautions to prevent the disclosure to outside parties of such
information except as required by legal, accounting or regulatory requirements
beyond the reasonable control of the recipient party.
Notwithstanding the above, upon the request of any appropriate US or
foreign governmental authority with appropriate jurisdictional authority and
after Extelcom has, when reasonably possible, notified Customer of such request,
Extelcom will allow such authority access to any records and other information
of Customer and/or Customer's Customers in the possession. of Extelcom that said
authority has a legal basis to subpoena. Extelcom shall object and refrain from
delivery of any information that the requesting authority has no right to
subpoena. The provisions of this section will survive the expiration or
termination (for any reason) of this Agreement.
14. SEVERABILITY:
Nothing contained in this Agreement shall be construed so as to require the
commission of any act contrary to law- If any provision herein shall be declared
invalid or unenforceable, such provision shall be curtailed and limited only to
the extend necessary to permit compliance with the law, preserving to the
greatest lawful extend tile intent of the parties hereto.
15. NOTICE:
All notices and other communications from either party to the other shall
be in writing and shall be deemed received upon actual delivery or completed
facsimile addressed to the other party at the following addresses. Each party
will promptly advise the other of any change in the address, designated
representative or telephone.
(a) If to Customer, at the Billing Address indicated on the Order Form(s)
Xx. Xxx XxXxxxx, President and CEO, Xx. Xxxxxx X. Xxxxx, Vice
President -Product Development, Xx. Xxxx Xxxxxx, Chief Financial
Officer, Global TeleMedia International, Inc., 0000 Xxxxxxxx Xxxxx,
Xxxxx 000, Xxxxxxxxxx, XX 00000.
(b) If to Extelcom, at the address indicated in the header of the Order
Form(s). With a copy to Xxxxxxx X. McCaugham, Suite 2803, World Trade
Center 00, XX 00xx Xxxxxx, Xxxxx, F1 33130
16. FCC TARIFF: ENTIRE AGREEMENT: AMENDMENT: WAIVER:
Extelcom is a common carrier licensed and regulated by the Federal
Communications Commission ("FCC"). Extelcom is required to file with the FCC a
tariff governing the terms, conditions and charges, including outage credits,
for the Services it provides (the Extelcom Tariff) This agreement is by law in
accordance with the terms and conditions of the Extelcom Tariff. If there are
any inconsistencies between the provisions of Extelcom Tariff, and the terms and
conditions of this Agreement the provisions of the agreement will supersede all
existing tariffs. These terms and conditions may not be amended or modified in
any way, and none of the provisions hereof may be waived, except by a prior
writing signed by an authorized officer of each party.
17. DISPUTE RESOLUTION:
Any dispute, controversy, or claim arising out of or related to this
Agreement, or the creation, validity, interpretation, breach, or termination of
this Agreement will be referred to mediation before, and as a condition
precedent to, the initiation of any adjudicative action or proceeding, including
arbitration. The mediation will be held in Dade County Florida. Either party may
demand mediation in writing, serving on the other party a statement of the
dispute, controversy, or claim, and the facts relating to it, in reasonable
detail. Furthermore, if within thirty (30) days after such demand, the parties
have not agreed upon a mediation, the matter will be referred to arbitration.
Furthermore, if within forty-five (45) days after such demand the matter has not
been resolved to the satisfaction of both parties, then the matter will be
referred to arbitration.
Any dispute, controversy or claim arising out of or related to this
Agreement, or the creation, validity, interpretation, breach, or termination of
this Agreement that has not been resolved amicably among the parties by
mediation will be submitted to binding arbitration using the following
procedure:
a) The arbitration will be held in Dade County, Florida, before a panel of
three arbitrators. Either party may demand arbitration in writing, serving on
the other party a statement of the dispute, controversy, or claim, and the facts
relating to it, in reasonable detail, and the arbitrator nominated by that
party.
b) Within thirty (30) days after such demand, the other party will name its
arbitrator, and the two arbitrators named by the parties will, within ten (10)
days, select a third arbitrator.
c) The arbitration will be governed by the Commercial Arbitration Rules of the
American Arbitration Association (the "AAA"), except as expressly provided in
this Article. However, the arbitration will be administered by any organization
mutually agreed upon by the parties. If the parties are unable to agree upon the
organization to administer the arbitration, it will be administered by the AAA.
The arbitrators may not amend to disregard any provision of this section.
d) The expense of arbitration shall be borne by the party against whom the
decision is rendered, or apportioned in accordance with the decision of the
arbitrators if there is a compromise decision. Judgment upon any award may be
entered in any court of competent jurisdiction.
18. COUNTERPARTS:
This Agreement may be executed in multiple counterparts, any one of
which will be deemed an original, but all of which shall constitute one and the
same instrument.
19. ATTORNEY FEES:
If either party is required to retain the services of any attorney to
arbitrate, enforce or otherwise litigate or defend any matter or claim arising
out of or in connection with this Agreement, then the prevailing party shall be
entitled to recover from the other party, in addition to any other relief
awarded or granted, its reasonable costs and expenses (including attorneys'
fees) incurred in the proceeding.
For Extelcom) K&S International Communications (d/b/a Extelcom)
/s/ XXXXX XXX B.
-----------------------------------
(SIGNED) XXXXX XXX B. PRESIDENT
(DATE) March 6 1997
/s/ XXXXXXX X. XXXXX
-----------------------------------
(SIGNED) XXXXXXX X. XXXXX V. P. BUSINESS DEVELOPMENT
(DATE) March 6 1997
For Global TeleMedia International Inc.
/s/ XXX XXXXXXX
-----------------------------------
(SIGNED) XXX XXXXXXX
PRESIDENT
(DATE) March 12 1997
/s/ XXXX XXXXXX
-----------------------------------
(SIGNED) XXXX XXXXXX
CFO.
(DATE) March 12 1997
EXTELCOM SERVICE ORDER FOR FACILITIES
-----------------------------------------
Private line network services and Value Added services are provided under
tariffs on file with the FCC
From: Extelcom
Courvoisier Center
501, Brickell Xxx Xxxxx
Xxxxx 0 00
Xxxxx, Xx 00000
TF (000) 000-0000 - Fax 000-0000
Customer: Global TeleMedia International Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxx Xxxxx 000
Xxxxxxxxxx, XX 00000
TF (000) 000-0000 Fax (000) 000-0000
Contact : Xx. Xxxxxx X. Xxxxx
U.S. Service Address As above
Customer
(Service
Address)
Foreign Service Address
Customer: Extel Colombia
(Service Bogota Colombia
Address)
TF Fax TF Fax
Type of Service requested
Service Between
Circuit Data Rate
Total circuits required
Value Added
USA and
256Kpbs
6 TI circuits
Colombia
Per minute Bogota Per minute Other Cellular traffic
25 cents (US currency)
-10 cents (US currency)
70 cents (US currency)
Duration of Service
1 Year Billing Instructions Weekly a: outlined in contract
prepayment As outlined Contra,,
7
5 TI's upon signing service order - March 7
1 TI within 30 days of signing service order - April VI 7
Service Date
Client Authorization Acceptance Extelcom
Name (Print) Name (Print) J. Merry
Signature Signature
Title Title VP Business Dev
Date Date 27-Feb-97
This Service Order for facilities is generated to provide information regarding
prices and delivery schedules for services referred to in the contract signed
between Global Telecommunications Management Inc. and K&S International
Communications, Inc. (Extelcom) dated February 27 1997.
