TELECOMMUNICATION SERVICES AGREEMENT
Panther Telecommunications Corporation
This Telecommunication Services Agreement ("Agreement"), dated this 25th day of
January, 2002 (the "Effective Date"), is entered into by and between,
Communications, Inc., a Texas Corporation, having its business offices at
(Service Provider) , United States of America (""), and Panther
Telecommunications Corporation (CUSTOMER) a Florida Corporation, with offices
located at 5255 N.W. 87th Ave., Suite 101, Miami, Florida, United States of
America ("CUSTOMER"), hereinafter individually referred to as "Party" and
collectively referred to as "Parties".
It is agreed that the Parties will connect their telecommunication systems
within the United States for the purpose of allowing (Service Provider) to
provide CUSTOMER with telecommunication services in accordance with the terms
and conditions set out herein.
1. Description of Service
1.1 Service Description: During the Term of this Agreement as defined
herein in section 1.2, (Service Provider) shall provide access to
telecommunication services for CUSTOMER as set forth by using the rates in
Exhibit A, attached hereto and incorporated herein by this reference
("Services"). CUSTOMER desires to purchase Carrier and Platform Services from .
It is agreed that will provide CUSTOMER with telecommunication carrier services
and debit platform services in accordance with the terms and conditions set out
1.2 Term of Service: This Agreement shall be effective and the
Parties' obligations shall commence upon the Effective Date of this Agreement,
and this Agreement shall continue for a period of two (2) years from the
Effective Date ("Term"). By mutual consent, this Agreement may be renewed on a
month-to-month basis after the expiration of the initial Term or any subsequent
term, as may be mutually agreeable ("Renewal Term"). If either Party desires to
cancel this Agreement upon the expiration of the initial Term or any Renewal
Term, it shall give the other Party notice of its intent to cancel at least
thirty (30) days prior to the expiration of the current Term or Renewal Term.
This Agreement shall continue and remain in full force and effect until
cancelled by either party upon notice as provided herein.
1.3 Additional Service: The Parties may agree to additional
telecommunication services during the Term of this Agreement ("Additional
Service"). Any Additional Service shall be set forth as an addendum to this
Agreement and shall otherwise be governed by the terms and conditions of this
1.4 Billing Increments: Billing for all calls will be calculated
on a per call basis. All international calls, with the exception of Mexico, will
be billed in six (6) second increments and subject to a thirty (30) second
minimum charge. Calls to Mexico will be billed in one (1) minute increments. All
domestic calls will be billed in six (6) second increments and subject to six
(6) second minimum charge.
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2.1 "Domestic Services" or "Services" means local and long
distance telecommunications services originated by Pin Holders via an "800"
access number in the United States, and all telecommunications services
terminated domestically within the United States of America.
2.2 "Prepaid Calling System" or "System" means an intelligent
network comprised of software, computer platforms, underlying transmission
switches, and other facilities that store PINs, intelligent servers, control
network access, to manage Pin account balances based on usage, inform Pin holder
of account balances and dialing instructions in multiple languages, playback
prerecorded advertising messages, and bridge calling and called stations.
2.3. "Prepaid Calling Card" or "Card" means a PIN issued by CUSTOMER in
various denominations that contains instructions for use of the Services, the
"800" access number, and the PIN.
2.4. "Pin Holder" means CUSTOMER's vendees who are the end users
of the prepaid product used to obtain Services.
2.5 "Underlying Carrier" means the communications carrier which
may be providing international, interstate, intrastate, and "800" number
communications services to , which in turn resells the same to CUSTOMER.
2.6 "Pricing" means costs per minute as outlined in the pricing
schedule set forth in "Exhibit A".
2.7 "PIN" means a numerical sequence of random numbers issued by
CUSTOMER for each prepaid account established for each Pin Holder who has
purchased a Pin from CUSTOMER, which that PIN will be used for identification
when accessing each Pin Holder's account, and allows access to the and CUSTOMER
2.8 "Renewals or Recharges" means the amounts that are added to cards
by Pin Holders after they are issued.
2.9 "Custom Branding" means a voice recording heard by Pin
Holders using the Service identifying CUSTOMER's name or advertising message.
2.10 "Retail Rate Table" means a listing of per minute rates
provided by CUSTOMER to to be added to the System for use in debiting a Pin
Holder's Card appropriately with CUSTOMER's Rate Table(s).
2.11. "International Services" means origination from or termination to
any "011+" numbers well as any non-US location designated in the local exchange
routing guide (LERG) from Telcordia as it now exist and as it is updated from
time to time.
2.12. "Start of Service" means _________________, 2002.
2.13 "Delivered" means provided to CUSTOMER from that CUSTOMER
has been billed for the billing cycle.
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3. Duties and Obligations.
3.1 System: (Service Provider) agrees to provide CUSTOMER and/or
Pin Holders access to the System via one or more "800" access numbers delivered
by to CUSTOMER for its resale of the domestic Services and International
Services to the Pin Holders on the start of service date. CUSTOMER shall deliver
traffic estimates for 30/60/90 days not less than monthly on the first of each
month to to estimate the networks capacity. agrees (a) that services will be
available at all times (seven (7) days a week and twenty-four (24) hours per
day) except for required maintenance and system upgrades. (Service Provider)
will use its best efforts to repair the System should it experience technical
problems, and (b) in the case of underlying carrier failure, (Service Provider)
will make available alternate coverage and termination where possible and will
notify CUSTOMER at the then available rates and terms for CUSTOMER's approval
until Service is restored.
3.2 PINS: (Service Provider) will be responsible for generating PINs
as mutually agreed as of the date of complete execution of this Agreement by
3.3 Reports / CUSTOMER Service: agrees to provide CUSTOMER with access
to service information, billing records via web access. will define access (user
names & password) requirements for its users. Access via the web is provided as
a service to CUSTOMER. It is the responsibility of CUSTOMER to take security
precautions in protecting its proprietary information. Also, CUSTOMER must
maintain a high-speed (DSL, Cable, Fractional T, etc.) connection to the
Internet. does not warrant web access performance for dail-up connections.
CUSTOMER further agrees to have electronic media back-up copies of all such
billing records, available in near-real-time. (Service Provider)
will provide a monthly CDR with a detail of all services billed to CUSTOMER.
3.4 Card Production and Packaging: CUSTOMER shall be
solely responsible for the design, manufacture, packaging and distribution
of the Cards, transmission and protection of PINs and collection of the
wholesale purchase price of the Cards from vendors.
3.5 Retail Rate Tables: (Service Provider) shall provide CUSTOMER with
debit processing services for all Pin Holders. CUSTOMER is responsible for
outlining the per minute rates to be debited from each Pin Holder's Card when
placing calls. CUSTOMER and will provide with one or more Rate Tables, in a form
to be agreed upon by / CUSTOMER, outlining the per minute rates to be debited
from each Pin Holder's Card as well as the surcharges and fees to be deducted.
At no time shall be responsible for errors or rates tables created, modified or
deleted from CUSTOMER's account. CUSTOMER shall be responsible for providing
emails and faxes confirming the requests of modifications to CUSTOMER's pins and
3.6 Advertising and Collateral Material: CUSTOMER and or its customers
shall not utilize the name on any Card, advertising or collateral sales
materials without written permission from .
3.7 Taxes or Assessments: CUSTOMER shall be responsible for payment of
all applicable taxes or assessments due to local, state, federal, and
international taxing authorities, including income, sales, use, other excise
taxes or assessments (including Universal Service Fund and Dial-around
Compensation), resulting from CUSTOMER's resale of the Services to Pin Holders.
CUSTOMER agrees to indemnify and hold harmless against any and all claims or
demands made upon or CUSTOMER as a result of CUSTOMER's failure to properly pay
any such taxes or assessments regardless of whether such failure was the result
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of negligence, gross negligence, willful misconduct, or fraud. CUSTOMER will
deliver all appropriate tax exemption certificates, resale certificates and
other related documents on a timely basis
3.8 Wholesale Pricing: (Service Provider) agrees to provide Services
to CUSTOMER in accordance with the pricing schedule set forth in "Exhibit A" to
this Agreement. will fully account to CUSTOMER in its invoices to clearly
distinguish between its charges for Services and any taxes, assessments or
surcharges added in the determination of all final invoice amounts. If is
notified by an Underlying Carrier that it will impose a new higher local,
domestic or international long distance rate schedule, (Service Provider) will
notify CUSTOMER in writing immediately, and the rate change will go into effect
three (3) days thereafter.
3.9 Customer Service: CUSTOMER will be responsible for providing its
own customer service personnel for the purpose of providing information about
the Services to Pin Holders and for Renewal of Cards. Additionally, CUSTOMER
shall be responsible to pay all long distance charges associated with the long
distance services CUSTOMER's customer service utilizes and is billable monthly
by at the rate of cents per minute.
3.10 Technical Support: (Service Provider) shall supply technical
assistance and System Support twenty-four (24) hours a day seven (7) days a week
including on call personnel. Telephone, pagers and/or beeper numbers shall be
provided to CUSTOMER for all on-call personnel and in the event of any changes
in such numbers for such on-call personnel it shall be the responsibility of to
notify the CUSTOMER of such changes. CUSTOMER will address any and all
complaints to the (Service Provider)'s Technical Support representative.
4. PAYMENT AND CHARGES
4.1 Credit Relationship: CUSTOMER shall at all times comply with's
initial and continuing credit approval procedures and policies. (Service
Provider) reserves the right to withhold initiation, partial or full
implementation of service under this Agreement pending initial satisfactory
credit review and approval thereof which may be conditioned upon terms
specified, including, but not limited to, security for payments due hereunder in
the form of a cash deposit, guarantee, an Irrevocable Standby Letter of Credit
(LOC) issued by a US bank with language acceptable to , or other financial
statements or other indications of financial circumstances. As may be determined
by its sole discretion at any time, (Service Provider) may require a new or
increased deposit, guarantee or LOC, to secure the other party's payments for
the term of the Agreement. Failure to provide requested security shall
constitute a material breach of this Agreement.
4.2 Security: CUSTOMER shall maintain on deposit with : a cash
amount equal to ___NONE_________ (__%) of the Domestic and International
Services billed the preceding week. Such deposit shall be adjusted to reflect
increased or decreased billings subject to the terms of this Agreement.
Increased deposit amounts if required shall be included in 's Tuesday billing,
and due by wire transfer on or before 12:00 P.M EST Thursday of the same week so
long as 's billing was received by CUSTOMER on or before 5:00 P.M. CST on the
prior Tuesday of the same week, or under alternative arrangements approved by
(Service Provider). At no time will incurred billing cost exceed deposit levels.
In the event CUSTOMER fails to make the increased deposit amount in full in
accordance with this Agreement, (Service Provider) shall have the right to
suspend Domestic or International Service or terminate the Agreement. Any
decreases in required deposits shall be made by refund or offset against current
billings. Within 60 days after termination of this Agreement and CUSTOMER's
payment of all amounts due and owing to (Service Provider), shall return
CUSTOMER's then current deposit to CUSTOMER.
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4.3 Terms of Payment: (Service Provider) will invoice CUSTOMER
weekly for Domestic Services and International Services utilized for the
proceeding seven (7) days ending at 11:59:59 P.M. Sunday. Such invoiced amounts
shall be delivered on each Tuesday to CUSTOMER. Such amounts shall be due and
payable, without deduction or offset of any kind, by wire transfer of
immediately available funds from CUSTOMER to bank(s) designated by by 12:00 P.M.
EST. on Thursday of the same week.
4.4 Customer's Failure to Make Payment: Should funds not be received
by within two (2) days of invoice being posted as outlined in section 4.3,
CUSTOMER shall be in material breach of its obligations under this section. In
addition to and cumulative with any other rights or remedies available to
(Service Provider), (Service Provider) may, in its sole discretion, apply any
prepayment, guarantee or irrevocable letter of credit to the unpaid invoice, and
either (i) terminate Service to CUSTOMER recovering the balance owed, or (ii) it
may terminate this Agreement and recover its damages. In the event of any
monetary default by CUSTOMER, CUSTOMER shall accrue interest in the amount of
one and one-half percent (1.5%) per month, or the maximum amount permitted by
law, whichever is less, on any outstanding sum from the date on which such
amount becomes due until the date on which it is paid unless the invoice, or
part thereof, has been correctly disputed. Such interest shall accrue day by day
and shall not be compounded.
4.5 Taxes and Regulatory filings: CUSTOMER acknowledges that (Service
Provider) 'S invoices are charged EXCLUSIVE of any taxes or fees, and CUSTOMER,
upon the execution of this Agreement, shall provide with a properly executed
certificates of exemption for all foreign, federal, state, county, and local
taxes and fees (if any) and shall be responsible for the collection of all
applicable end-user taxes and fees and the remittance of such taxes and fees to
the relevant governmental authority. CUSTOMER shall indemnify and defend from
and against any and all actions, suits, proceedings, administrative charges,
liens, liabilities, claims, assessments, fees, interest, and penalties arising
out of or in connection with CUSTOMER'S failure to collect and or remit, in a
timely manner, any and all taxes or fees CUSTOMER is obligated to so collect and
remit in accordance with its exemption certification to (Service Provider).
CUSTOMER agrees to file its customer's, (CUSTOMER) Retail Rate Tables and any
other applicable information with the Federal Communications Commission, or any
other domestic or international regulatory authority, as required, with a copy
delivered to (Service Provider) .
5. DISPUTED CHARGES: Should CUSTOMER dispute any of the charges on the invoice,
it shall notify the other party of the disputed charges not later than fourteen
days (14) from the date of invoice. Said dispute shall set forth in writing all
details concerning the disputed charges. In the event of a dispute, the entire
invoice shall be paid in accordance with the payment terms set forth herein.
After resolution of the disputed portion of the invoice, the adjustments, if
any, shall be immediately credited to the other party's account. If any credit
dispute is not accepted or denied within fourteen days (14) then the requesting
party may accept the credit as affirmed by the others party failure to respond.
6. provision of information and Confidentiality
6.1 Confidential Information: The parties understand and agree that
the Terms and Conditions of this Agreement, all documents referenced (including
invoices to CUSTOMER for Service provided hereunder) herein, communications
between the parties regarding this Agreement or the Service to be provided
hereunder (including price quotes to CUSTOMER for any Service propose to be
provided or actually provided hereunder) and all information regarding the
customers of (Service Provider) , as well as such information relevant to any
other agreement between the parties (collectively "Confidential Information"),
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6.2 Limited Disclosure: A party shall not disclose Confidential
Information unless subject to discovery or disclosure pursuant to legal process,
or to any other party other than the directors, officers, and employees of a
party or agents of a party including their respective brokers, lenders,
insurance carriers or prospective purchasers who have specifically agreed in
writing to nondisclosure of the terms and conditions hereof. Any disclosure
hereof required by legal process shall only be made after providing the
non-disclosing party with notice thereof in order to permit the non-disclosing
party to seek an appropriate protective order or exemption. Violation by a party
or its agents of foregoing provisions shall entitle the non-disclosing party, at
its option, to obtain injunctive relief without a showing of irreparable harm or
injury and without bond.
6.3 Survival and Confidentiality: The provisions of this
Section 6 will be effective as of the date of this Agreement and remain in full
force and effect for a period equal to the longer of: (i) one (1) year following
the effective date of this Agreement; or (ii) one (1) year following the
termination of all Service hereunder.
6.4 Non-Circumvention: The parties to this Agreement
acknowledge that no effort shall be made to circumvent its terms in an attempt
to gain commissions, fees, remuneration's, or considerations to the benefit of
any of the parties of this Agreement, while excluding equal or agreed to
benefits to any of the other parties. Sales information consisting of prospects,
leads or direct contact provided by either party shall be held in confidence,
with the benefit of any revenue earned. Both parties agree not to circumvent the
other while utilizing sales information provided by the origination party. This
shall be binding upon the parties as well as the customers of the parties
utilizing the services contemplated herein. The parties each agree not to
circumvent, attempt to circumvent, or permit any other party or persons on their
respective behalf to circumvent each other in any way, manner or form regarding
any transactions during the term of this Agreement. Accordingly, the parties
each agree to conduct through the other party all of its transactions with any
designated party of the other during the term of this Agreement and not to
contact, call on, solicit, or take away either directly or indirectly any
designated or referred party of the other during the effective period of this
7. TERMINATION: This Agreement can be terminated:
7.1 If payment has not been received by the due date described
above, or any extension thereof permitted in writing by (Service Provider) , for
all charges (including transmission charges, service charges and monthly fixed
charges) billed to CUSTOMER, and or if significant changes(s) occur in
CUSTOMER'S ownership or control; and or if CUSTOMER fails to abide by all of the
terms of this Agreement hereof, including, without limitation, CUSTOMER'S
failure or refusal to provide additional security upon (Service Provider) 'S
request, and /or for any breach of this Agreement, (Service Provider) may at its
sole discretion and after no (0) days prior written notice to CUSTOMER,
terminate transmission Services in part or in whole. (Service Provider) reserves
the right to collect reasonable attorney's fees and any and all costs incurred
by (Service Provider) in the enforcement of this Agreement whether or not suit
is instituted. Nothing herein shall be construed to constitute a waiver of 'S
right to declare CUSTOMER to be in default under this Agreement on account of
such breach, or to terminate this Agreement after the no (0) days written notice
has elapsed and CUSTOMER expressly waives and relinquishes any right to receive
any notice longer than such no (0) days which may exist under any federal, state
or local law or regulation; and /or
7.2 If is prohibited from furnishing the Service or if any
material rate or term contained herein is substantially changed by order of the
highest court of competent jurisdiction to which the matter is appealed, the
FCC, or any other federal, state or local government authority, either party may
immediately upon written notice to the other party terminate this Agreement
without liability or further obligation, except for unpaid charges as of the
effective date of such termination;
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7.3 CUSTOMER has no minimum commitment as to volume or dollar
7.4 Without affecting (Service Provider) 'S right to
compensation for services rendered, (Service Provider) , without waiving any
rights set forth in this Agreement or its Tariff, retains the right to terminate
this Agreement after the appropriate notice has been given to the CUSTOMER by ,
under any of the following circumstances:
(i) If CUSTOMER becomes or is declared insolvent or
bankrupt, is the subject of any proceedings related to its
liquidation, insolvency or for the appointment of a receiver
or similar officer for it, makes an assignment for the benefit
of all or substantially all of its creditors, or enters into
an agreement for the composition, extension, or readjustment
of all or substantially all of its obligations;
7.5 (Service Provider) may, immediately upon written notice to
CUSTOMER and after complying with the applicable requirements of this
subsection, without incurring any liability except for willful misconduct,
terminate this Agreement, or restrict, suspend, or discontinue providing its
Services, if has reason to believe that CUSTOMER and/or any of its officers,
directors, employees, contractors, agents, and/or servants has engaged or is
engaging in any unethical, illegal, and/or fraudulent use of the Services with
the intent to avoid payment of charges, including, but not limited to, the
(i) Violation of or failure to comply with any tariff
regulation governing the furnishing of Services; and/or
(ii) Violation of or failure to comply with any federal,
state, or local law or regulation governing the use of the
Services or the resale or sharing of such Services to others;
(iii) Placement of an extraordinarily high volume of
calls on CUSTOMER'S account. An extraordinarily high volume of
calls is the volume of calls placed in any 24-hour period
which, if continued at that rate for a period of one month,
would exceed at least three (3) times CUSTOMER'S estimated
monthly usage charges for that Service (as determined by the
lower of CUSTOMER'S designated monthly minimum usage
commitment for that Service, if any, or the immediately
preceding month's usage charges). (Service Provider) will make
a reasonable attempt to contact CUSTOMER by telephone and, if
does not receive satisfactory assurances that CUSTOMER is not
using the Services with the intent to avoid payment of
charges, (Service Provider) may terminate this Agreement or
restrict, suspend, or discontinue its Services; and/or
(iv) Actions that are consistent with patterns of known
fraudulent activity, such as to indicate an intention to
defraud once Services are provided.
7.6 Termination of this Agreement shall not affect (Service
Provider)'S right to compensation for services rendered/provided.
8. NO WARRANTIES: THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
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9. LIMITATION OF LIABILITY AND INDEMNIFICATION: Each Party agrees that the other
shall in no event be liable for any loss, expense or damage for (i) loss of
revenue, profits, savings, business or goodwill, and (ii) exemplary, proximate,
consequential, or incidental damages and expenses of any type or nature on
account of any breach or default hereunder by the other, or on account of the
use, nonuse, or interruption in the provision of the Services, except as it
applies to Section 4 above.
9.1 Indemnification: CUSTOMER agrees to indemnify, defend, and
hold and its Affiliates free and harmless from and against any and all loss,
cost, liability, or expense (including court costs and actual fees of attorneys
and other professionals) arising out of or in connection with the Service,
including, but not limited to any such loss, cost, liability, or expense arising
out of or resulting from any claim brought by a customer or other third party
utilizing CUSTOMER'S services for any special, incidental, indirect or
consequential damages of any kind whatsoever, whether such damages arise from
the use, inability to use, failure of, defects in, the conditions of, delay in
delivery of, non-delivery of, or quality of the Service, or any component
9.2 Stolen PINs: CUSTOMER shall indemnify, defend and hold
harmless (Service Provider) from and against all cost, expenses, losses,
damages, claims and actions of any kind arising from or related to theft of
calls or PIN numbers that occur outside of the debit platform.
10. ENTIRE AGREEMENT: This Agreement (including its exhibits)
supersedes and merges all prior agreements, promises, understanding, statements,
representations, warranties, indemnities and covenants and all inducements to
the making of this Agreement relied upon by either Party herein, whether written
or oral, and embodies the Parties' complete and entire agreement with respect to
the subject matter hereof. No statement or agreement, oral or written, made
before the execution of this Agreement shall vary or modify the written terms
hereof in any way whatsoever.
11. SEVERABILITY: In the event that any portion of this Agreement is found
to be invalid, illegal or not binding for any reason whatsoever, the remaining
portions of this Agreement shall remain in effect and binding upon the parties.
12. GOVERNING LAW: This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas with venue in the city of Dallas,
13. DISPUTE RESOLUTION: The Parties will in good faith negotiate to
resolve any dispute arising out of or relating to this Agreement promptly
between representatives who have authority to settle the controversy. Any
dispute arising out of or relating to this Agreement that have not been resolved
will be finally settled by arbitration conducted in accordance with the rules
and procedures of the American Arbitration Association.
14. REGULATIONS: This Agreement is made expressly subject to all present
and future valid orders and regulations of any regulatory body having
jurisdiction over the subject matter hereof and to the laws of the United States
of America, any of its states, or any foreign governmental agency having
jurisdiction. In the event this Agreement, or any of its provisions, shall be
found contrary to or in conflict with any such order, rule, regulation, or law,
this Agreement shall be deemed modified to the extent necessary to comply with
any such order, rule, regulation, or law and shall be modified in such a way as
is consistent with form, intent, and purpose of the Agreement.
15. NO AGENCY: Neither Party is authorized to act as an agent for, or legal
representative of the other Party, and neither Party shall have the authority
to assume or create any obligation on behalf of, in the name of or binding upon
the other Party.
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16. FORCE MAJEURE: The Parties' obligations under this Agreement are
subject to, and neither Party shall be liable for delays, failures to perform,
damages, losses or destruction, or malfunction of any equipment or any
consequence thereof caused or occasioned by, or due to, fire, flood, water, the
elements, labor disputes or shortages, utility curtailments, power failures,
explosions, civil disturbances, governmental actions, shortages of equipment for
supplies, unavailability of transportation, act or omission of third Parties.
(Service Provider), however shall use reasonable efforts under the circumstances
to avoid or remove such causes for non-performance and shall proceed to perform
with reasonable dispatch whenever such causes are removed or cease.
17. NO WAIVER: The failure of either Party to enforce or insist upon compliance
with any of the provision of the Agreement or the waiver thereof, in any
instance, shall not be construed as a general waiver or relinquishment of any
other provisions of the Agreement.
18. NOTICES: Except as to invoices as provided in Section 2.2, all notices,
requests, demands, and other communications under this Agreement shall be in
writing and shall be deemed to have been duly given on the date of service: If
served personally on the party to whom notice is to be given, or within two (2)
days after mailing if mailed to the party to whom notice is to be given, by
certified mail return receipt or overnight courier and properly addressed to the
party at the address set forth immediately below, or any other address that a
party may designate by written notice to the others.
If to :
If to CUSTOMER:
Panther Telecommunications Corporation
5255 N.W. 87th Ave., Suite 101
Miami, FL 33178
(305) 718-4467, (305) 718-4179 fax
19. Counterparts: This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
20. Successors and Assigns: This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors or assigns,
provided, however, that CUSTOMER shall not assign or transfer its rights or
obligations under this AGREEMENT without the prior written consent of (Service
Provider) , which consent shall not be unreasonably withheld or delayed, and
further provided that any assignment or transfer without such consent shall be
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21. Further Acts: Each party to this Agreement agrees to perform any further
acts and execute and deliver any documents that may be reasonably necessary to
carry out the provisions of this Agreement.
22. AUTHORITY: Each person executing this Agreement represents and warrants that
they have full power to enter into this Agreement on behalf of the Party hereto
and that each Party has the full power to carry out its respective obligations
pursuant to this Agreement. Further, each person executing this Agreement on
behalf of a Party also represents and warrants that they have obtained all
corporate, third party approvals necessary to enter into this Agreement and
carry out the transaction contemplated thereby.
23. ATTORNEYS FEES: The prevailing Party in any action, suit, proceeding,
arbitration, or mediation shall be entitled to recover, in addition to any other
available remedies, their actual fees and costs incurred in connection with the
action, suit, proceeding, arbitration or mediation.
24. MODIFICATION OF CHARGES: reserves the unilateral right to change, add or
delete Service offerings and/or modify charges for Service offerings including
those rates listed in all attached Exhibits, upon three (3) days notice to
CUSTOMER. However, in the event the CUSTOMER is in default, or breach of this
Agreement, may unilaterally and immediately upon written notice to the CUSTOMER
modify or amend the rates and or service on an immediate, zero (0) day written
notice to the CUSTOMER.
IN WITNESS WHEREOF, the Parties acknowledge that each of the provisions of this
Agreement has been expressly agreed to and each has caused this Agreement to be
signed and delivered by its duly authorized officer representatives as of the
"Effective Date" written above.
Title: President Title: CEO
Date________________________ Date ______________________
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