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EXHIBIT 10.8
SOUTHWESTERN BELL
Estimated Value of Contract: $1,200,000
Scope of Contract: Exclusive Contract with
Southwestern Bell and Hewlett Packard
for up to 1,100 high schools. Includes
servers, workstations, cabling and
routers. Indefinite date. Statewide.
$1.5 billion is planned for 9 more
years.
SUBCONTRACTOR AGREEMENT
Between
Southwestern Bell Telephone Company ("SWBT")
A Missouri Corporation
Xxx Xxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 63101
and
Micro-Media Solutions, Inc. ("Subcontractor"}
A Texas Corporation
000 Xxxxxx
Xxxxxx, Xxxxx 00000
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Table of Contents
INTRODUCTION ........................................................ 2
1. SCOPE OF WORK .................................................... 2
2. COMPENSATION ..................................................... 2
3. AGREEMENT GOVERNS ................................................ 2
4. AUTHORITY OF SUBCONTRACTOR ....................................... 3
5. CONFLICT OF INTEREST ............................................. 3
6. RISK OF LOSS ..................................................... 3
7. CONTRACTOR'S WARRANTIES .......................................... 3
8. SUBCONTRACTORS ................................................... 3
9. COMPLIANCE WITH LAWS ............................................. 3
10. HARMONY ......................................................... 4
11. PAYMENT TO SUBCONTRACTOR ........................................ 4
12. RECORDS AND AUDIT ............................................... 4
13. FORCE MAJEURE ................................................... 4
14. INTELLECTUAL PROPERTY, PROPRIETARY INFO./OWNERSHIP OF
DOCUMENTS ..................................................... 4
15. SUBCONTRACTOR'S STATUS .......................................... 5
16. INSURANCE ....................................................... 5
17. ADVERTISING AND PUBLICITY ....................................... 5
18. PAYMENT OF TAXES ................................................ 6
19. INFRINGEMENT .................................................... 6
20. LABOR AND MATERIAL .............................................. 7
21. SEVERABILITY .................................................... 7
22. NON-WAIVER ...................................................... 7
23. CUMULATIVE RIGHTS AND REMEDIES .................................. 7
24. NOTICES ......................................................... 7
25. CHOICE OF LAW ................................................... 7
26. ASSIGNMENT ...................................................... 8
27. LIABILITY ....................................................... 8
28. MODIFICATION TO CONFORM TO LAWS ................................. 8
29. NON-EXCLUSIVE DEALING ........................................... 8
30. TERMINATION ..................................................... 8
31. PLANT AND WORK RULES ............................................ 9
32. ENTIRE AGREEMENT ................................................ 9
APPENDIX A - SAMPLE PURCHASE ORDER
APPENDIX B - PRICE SCHEDULE
APPENDIX C - NONDISCRIMINATION COMPLIANCE AGREEMENT
(SW-9368)
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SUBCONTRACTOR AGREEMENT
THIS SUBCONTRACT AGREEMENT (the "Agreement") between Micro-Media Solutions,
Inc. (Subcontractor), a Texas corporation having its principal offices at 000
Xxxxxx, Xxxxxx, Xxxxx 00000, and Southwestern Bell Telephone Company ("SWBT"),
a Missouri corporation having its principal offices at Xxx Xxxx Xxxxxx, Xx.
Xxxxx, Xxxxxxxx 00000, is for a term beginning on duly 23, 1997 and continuing
until August 31, 1999, unless terminated sooner or extended as provided herein.
INTRODUCTION
WHEREAS, SWBT is in the business of, among other things, selling
telecommunications solutions and services for it's customers; and WHEREAS,
Subcontractor has the capability of installing and/or maintaining Wide Area
Networks (WANS) (the "Services") and has represented to SWBT that it is
skilled, experienced and knowledgeable in such business; and
WHEREAS, SWBT desires to contract with Subcontractor to provide Services and
Materials in connection with WAN Installation and Maintenance (hereinafter
defined) upon which SWBT is or will be performing for its Customer; and
WHEREAS, the parties desire to agree on terms pursuant to which Services and
Materials will be provided by SWBT;
NOW, THEREFORE, the parties agree, 1. SCOPE OF WORK Subcontractor will provide
Installation and Maintenance services as requested by SWBT on SWBT's Purchase
Orders in the form of Appendix A (sample), including but not limited to
Installation and Maintenance of WAN equipment and networks at the designated
rates in CLAUSE 2 COMPENSATION.
GENERAL: Upon receipt of SWBT's Purchase Order(s), stipulating installation
addresses, and equipment to be installed, the "Subcontractor" shall promptly
commence the installation services to meet SWBT's commitment to their Customer.
Regardless of whether reference is made to this Agreement, all work performed
for SWBT by the Subcontractor shall be subject to the provisions of this
Agreement unless such work is performed under a separate written agreement.
Where the work requested is not specifically provided for as provided under
Clause 2 Compensation, the price will be as mutually agreed between the parties,
but otherwise the work shall be subject to all the terms and provisions of this
Agreement. SWBT may make changes in the work by altering, adding to or deducting
from, the work. The Contractor's price shall be adjusted for such change on the
basis of the appropriate work unit price. No change in the contract price shall
be made for minor changes not involving extra cost. All other adjustments in the
Agreement price by reason of any change shall be agreed to by the parties. SWBT
does not commit itself to order any specific quantity of work under this
Agreement and may have the same or similar work performed by its own employees
or other contractors; per NON-EXCLUSIVE DEALING Clause 29.
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2. COMPENSATION
SWBT agrees to pay for Services in accordance with the rates specified in each
Purchase Order in accordance with the Price Schedule set forth in Appendix B
attached hereto and made a part hereof
3. AGREEMENT GOVERNS In the event of any inconsistency or conflict between the
terms of any Order or any attachment(s) thereto and this Agreement, this
Agreement will govern unless the Order expressly notes the inconsistency or
conflict and expressly states that the Order will govern. SWBT will have the
right to accept or reject any term in an Order which conflicts with this
Agreement.
4. AUTHORITY OF SUBCONTRACTOR Subcontractor represents and warrants that it has
full power and authority to enter into this Agreement and perform its
obligations hereunder, and that such performance will not result in a violation
of (i) any applicable statute, law, ordinance, decree, order, rule or
regulation of any governmental body, (ii) the provisions of Subcontractor's
Articles of Incorporation or Bylaws, or (iii) any license, franchise, contract,
indenture, evidence of indebtedness, security agreement or other agreement to
which Subcontractor is a party or by which it may be bound.
5. CONFLICT OF INTEREST Each party hereby represents and warrants that no
officer, director, employee or agent of the other party has been or will be
employed, retained, paid a fee or otherwise has received or will receive any
personal compensation, "kickback" or any other consideration, whether directly
or indirectly, in connection with or in contemplation of the execution of this
Agreement or any Order.
6. RISK OF LOSS Subcontractor agrees to protect any Material furnished by SWBT
in connection with a Project and bear the risk of loss or damage thereto upon
acceptance of delivery thereof until the Services are completed and accepted
according to the applicable Order and in accordance with Clause 7,
SUBCONTRACTOR'S WARRANTIES. However, Subcontractor will not be liable for
damage caused by the negligence or willful act of SWBT, Customer or for defects
in any Material furnished by SWBT.
7. SUBCONTRACTOR'S WARRANTIES Subcontractor warrants that it is knowledgeable
and proficient in performing all SERVICES required under this Agreement. All
SERVICES shall be performed in a good, workmanlike manner and all materials
furnished by Subcontractor shall be of first quality unless a different quality
is specified. Subcontractor shall correct at its expense all defects and
deficiencies in the SERVICES which are discovered within 365 days from the date
the SERVICES are accepted, whether said defects or deficiencies result from
material furnished by Subcontractor or its subcontractors, or are the result of
poor workmanship or failure to follow the plans drawings or other
specifications made a part of this Agreement, and notwithstanding that full or
partial payment therefore has been made. Acceptance of the SERVICES by SWBT
shall not constitute a waiver of any such defects or deficiencies. SWBT, at its
option, may remedy any defects and deficiencies and Subcontractor shall pay
SWBT the cost there.
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8. SUBCONTRACTORS Subcontractor may not subcontract any part of the Services to
be performed hereunder without obtaining SWBT's prior written consent in each
instance. Any installation resulting from Services performed by a subcontractor
prior to the receipt of SWBT's written approval or which does not comply with
industry standards will be subject to rejection and removal from the Project
site at Subcontractors expense. Subcontractor will bind any approved
subcontractor by contract to all the terms and conditions of this Agreement.
Further, SWBT will not be liable or incur any obligation with respect to any
subcontractor, nor will any such approval relieve Subcontractor from any
responsibility or liability for the full performance of this Agreement or any
accepted Order(s), including, without limitation, Services performed by any
such subcontractor.
9. COMPLIANCE WITH LAWS Subcontractor agrees to comply with the provisions of
the Fair Labor Standards Act, the Occupational Safety and Health Act, and all
other applicable federal, state, county and local laws, ordinances, regulations
and codes (including the identification and procurement of required permits,
certificates, approvals and inspections) in Subcontractor's performance under
this Agreement. Subcontractor further agrees, during the term of this
Agreement, to comply with all applicable Executive and Federal regulations as
set forth in Form SW9368, a copy of which is attached hereto as Appendix C and
incorporated herein. Subcontractor will defend, indemnify and hold SWBT
harmless from and against any loss, liability, damage or expense (including
attorneys' fees and court costs) sustained by SWBT because of Subcontractors
noncompliance herewith
Southwestern Bell Telephone
10. HARMONY Subcontractor will undertake such actions as are necessary to
insure that all of its agents, employees, suppliers and subcontractors interact
and interface with all agents, employees, subcontractors and consultants of
SWBT and any other contractors or entities working or present at a Project
location in a harmonious and fully cooperative manner. Subcontractor will
schedule and coordinate the performance of the Services with the work of SWBT
and any other consultants or contractors retained by SWBT.
11. PAYMENT TO SUBCONTRACTOR Subcontractor's request for payment will detail
the specific Services billed referencing SWBT's Purchase Order and bear the
signature of Subcontractor's duly authorized representative, certifying
Subcontractor's completion of the Services. SWBT reserves the right to verify
that Subcontractor's performance is in accordance
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with the requirements of the Purchase Order and the provisions of Clause 7
hereof, SUBCONTRACTOR'S WARRANTIES, prior to accepting Subcontractor's
Services. Payment will be made net thirty (30) days after SWBT's receipt of
Subcontractor's invoice.
12. RECORDS AND AUDIT Subcontractor agrees that it will: (a) Maintain complete
and accurate records of all amounts billable to and payments made by SWBT
hereunder in accordance with standard recognized accounting practices. (b)
Retain such records and reasonable billing detail for a period of three (3)
years from the date of final payment for Services. (c) Provide reasonable
supporting documentation to SWBT concerning any disputed invoice amount within
thirty (30) calendar days after receipt of written notification of such
dispute. (d) Permit SWBT, through its accredited representatives, to inspect
and audit during normal business hours the time and material charges invoiced
to SWBT hereunder. Should SWBT request an audit, Subcontractor will make
available any and all pertinent records and files.
13. FORCE MAJEURE Neither party will be held responsible for any delay or
failure In performance of any part of this Contract to the extent that such
delay or failure is caused by fire, flood, explosion, war, strike, embargo,
government requirement, civil or military authorities, Act of God, public
enemy, acts or omissions of carriers, or other causes beyond the control of
Subcontractor or SWBT. If any force majeure condition occurs, ("Condition") the
party delayed or unable to perform will give immediate notice to the other
party and the notified party may elect to: (a) Terminate this Contract or any
Order or part of either as to Services not already performed. (b) Suspend this
Contract for the duration of the Condition, buy or sell elsewhere Services to
be bought or sold hereunder, and deduct from any commitment the quantity bought
or sold or for which such commitments have been made elsewhere. (c) Resume
performance once the Condition ceases with an option in the notified party to
extend the term of this Contract up to the length of time the Condition
endured.
Unless written notice to the contrary is given within thirty (30) days after
such notified party is notified of the Condition, option (b) above will be
deemed selected,
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14. INTELLECTUAL PROPERTY, PROPRIETARY INFORMATION AND OWNERSHIP OF DOCUMENTS
Both parties acknowledge and agree that all patents, copyrights, trademarks,
trade-names, proprietary information, trade secrets, documents, materials,
products, programs, concepts, drawings, plans, technology, designs,
methodologies, formulae, specifications, information, samples, models,
calculations, hardware, software and the like belonging to one party, whether
tangible or intangible and whether written or oral (collectively, the
"Information"), which have or may come into the possession or knowledge of the
other party, constitute or consist of confidential and proprietary information
and/or trade secrets, the disclosure of which will cause serious harm and
damage to the disclosing party. Accordingly, each party agrees that it will
protect all Information received from the other party (the "Disclosing Party")
with the same degree of care and confidentiality that it uses to protect its
own proprietary and confidential information and will not make any use thereof
other than in connection with the activities contemplated by this Agreement.
Each party further agrees that, in the event that it is required by a judicial
or administrative body to furnish Information regarding
Southwestern Bell
14. INTELLECTUAL PROPERTY, PROPRIETARY INFORMATION AND OWNERSHIP OF DOCUMENTS
(continued) this or any Order, it will notify the Disclosing Party immediately
and assist the Disclosing Party, at the Disclosing Party's expense, in
protecting the Information. All Information will remain the property of the
Disclosing Party and will be returned to that party upon request. Neither party
will appropriate any Information for its own use. Upon the termination of this
Agreement or any Order(s), each party will return all Information to the
Disclosing Party or destroy same if so directed.
15. SUBCONTRACTOR'S STATUS Neither Subcontractor nor its employees, agents or
representatives are employees, servants, partners or joint ventures of or with
SWBT. Subcontractor is in all respects an independent Subcontractor and will at
all times direct, control and supervise all of its employees, agents and
representatives and their respective activities.
All persons working for or furnished by Subcontractor in connection with the
performance of Subcontractor's
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obligations hereunder, including without imitation agents, employees, suppliers
and subcontractors, will be under the exclusive control and supervision of
Subcontractor who will be solely responsible and liable for the compliance of
all such persons and firms with, and their observance of, this Agreement,
Orders and all federal, state and local statutes, laws, regulations, rules,
ordinances, orders and codes (collectively, the "Laws"), including without
limitation those Laws regarding working conditions, hours of work,
compensation, workers' compensation, Immigration Reform and Control Act
requirements and payment of all taxes (including without limitation
unemployment, social security and other payroll taxes) and contributions to
pension or retirement plans or programs.
16. INSURANCE With respect to performance hereunder, Subcontractor agrees to
maintain, at all times during the term hereof the following insurance coverage
and any additional insurance and/or bonds required by law:
(a) Workers' Compensation insurance with benefits afforded under the laws of
the state in which the work is to be performed.
(b) Employer's Liability insurance with minimum limits of $100,000 for bodily
injury by accident,$100,000 for bodily injury by disease per employee and
$500,000 for bodily injury by disease policy aggregate.
(c)General Liability insurance with the minimum limits of $1,000,000 per
occurrence for bodily injury and property damage arising out of
Premises/Operations, $1,000,000 per Occurrence Personal Injury and $1,000,000
General Policy aggregate (applicable to Commercial General Liability Policies),
and $1,000,000 per occurrence/aggregate for Products/Completed Operations.
Coverage must include Blanket Contractual, Independent Subcontractor's
Liability and Broad Form Property Damage and name SWBT as an "Additional
Insured." (d) If use of motor vehicles is required, Automobile Liability
insurance with minimum limits of$1,000,000 per occurrence for bodily injury and
property damage, which coverage will extend to all owned, hired and non-owned
autos.
Insurance companies affording coverage hereunder must have a Best's Rating of
B+VII or better.
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Upon SWBT's request, Subcontractor agrees to furnish certificates or other
acceptable proof of the foregoing insurance which will provide for SWBT to be
notified in writing at least thirty (30) days prior to cancellation of or any
material change in any of the insurance evidenced thereby.
17. ADVERTISING AND PUBLICITY Subcontractor agrees not to use in any
advertising or sales promotion, press releases or other publicity matters any
endorsements, direct or indirect quotes, or pictures implying endorsement by
SWBT or any of its employees without SWBT's prior written approval.
Subcontractor further agrees to submit to SWBT for written approval, prior to
publication, all publicity matters that mention or display SWBT's name and/or
marks or contain language from which a connection to said name and/or marks may
be referred or implied.
Southwestern Bell Telephone
18. PAYMENT OF TAXES In the event that SWBT is liable under federal law for
excise taxes or under state or local law for sales taxes collected by
Subcontractor on the Services or Material provided hereunder, Subcontractor
will bill such taxes as separate items, listing each tax jurisdiction involved.
SWBT will have the right to require Subcontractor to contest with the imposing
jurisdiction, at SWBT's expense, any taxes or assessments which SWBT may deem
to be improperly levied. Subcontractor agrees to furnish to SWBT statements
evidencing that taxes and assessments for which SWBT is responsible hereunder
have been paid.
19. INFRINGEMENT Subcontractor agrees to indemnify and hold SWBT harmless from
and against any loss, liability, damage or expense (including increased damages
for willful infringement, punitive damages, attorneys' fees and court costs)
that may result by reason of any infringement, or claim of infringement, of any
trade secret, patent, trademark, copyright or other proprietary interest of any
third party based on the normal use or installation of any Material, Software,
Documentation, program or Services furnished to SWBT hereunder, except to the
extent that such claim arises from Subcontractor's compliance with SWBT's
detailed instructions for which SWBT agrees to indemnify Subcontractor. Such
exception will not, however, include:
(a) Merchandise available on the open market or the same as such merchandise.
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(b) Items of Subcontractor's origin, design of selection.
Subcontractor warrants that it has made reasonable independent investigation
(including obtaining legal opinions) to determine the legality of its right to
produce and sell the Material/Equipment/Services provided herein.
If an injunction or order is obtained against SWBT's use of any Material,
Software, Documentation, program or Services, or if in Subcontractor's opinion
any Material, Software, Documentation, program or Service is likely to become
the subject of a claim of infringement, Subcontractor will, at its expense:
(i) Procure for SWBT the right to continue using the Material, Software,
Documentation, program or Service; or
(ii) After consultation with SWBT, replace or modify the Material, Software,
Documentation, program or Service to make it a substantially similar
functionally equivalent, non-infringing Material, Software, Documentation,
program or Service.
If the Material, Software, Documentation, program or Service is purchased or
licensed and neither (I) or (ii) above is possible, SWBT may cancel the
applicable Purchase Order and require Subcontractor to remove such Material,
Software, Documentation, program or Service from SWBT's customer location and
refund any charges paid therefor to SWBT In no event will SWBT be liable to
Subcontractor for any charges after the date that SWBT no longer uses the
Material, Software, Documentation, program or Service because of actual or
claimed infringement.
Each party hereto agrees to defend or settle, at its own expense, any action or
suit against the other party hereto for which it is responsible under this
clause. Each party further agrees to notify the other party promptly of any
claim of infringement for which the other party is responsible hereunder and
cooperate in every reasonable way to facilitate the defense thereof.
in the event that Subcontractor, after notification of any claim for which
Subcontractor is responsible, does not assume the defense of such action,
Subcontractor will reimburse SWBT for all of its costs incurred in the defense
of the claim, including, but not limited to attorneys' fees and interest on
Suct1 Xxxxx's payment of said amounts from the date of SWBT's payment of said
amounts.
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Southwestern Bell Telephone
20. LABOR AND MATERIAL Subcontractor will furnish all supervision, labor,
tools, power, transportation, Material and supplies specified in a Purchase
Order except any items specifically listed as being furnished by SWBT or
others. It is Subcontractor's duty to inspect all Labor and Material furnished
by Subcontractor in connection with the Services, and to report all defects of
which Subcontractor becomes aware in the performance of the Services. Such
inspection will include, without limitation, inspection for defects which could
cause property damage or personal injury. Subcontractor will not use any
Material, or permit it to be incorporated into the Services,which is defective
or which would otherwise result in an unreasonable risk of harm to persons or
property.
21. SEVERABILITY If any provision of this Agreement is determined to be invalid
such invalidity will not invalidate the entire Agreement, but rather the entire
Agreement will be construed as if it did not contain the particular invalid
provision(s) and the rights and obligations of SWBT and Subcontractor will be
construed accordingly.
22. NON-WAIVER No course of dealing or failure of either party to strictly
enforce any term, right or condition hereof will be construed as a waiver of
such term, right or condition. The waiver by SWBT in one instance of any
default of Subcontractor hereunder will not be deemed a waiver of any other
default of Subcontractor. The express provision herein for certain rights and
remedies of SWBT are in addition to any other legal and equitable rights and
remedies to which SWBT would otherwise be entitled.
23. CUMULATIVE RIGHTS AND REMEDIES The various rights, options, and remedies
contained herein will be construed as cumulative and no one of them will be
exclusive of any others, or of any other legal or equitable remedy which either
party might otherwise have in the event of a breach or default in the
performance of the terms, conditions, covenants and agreements set forth
herein, and the exercise of one right or remedy by either party will not impair
or waive its rights to any other right or remedy.
24. NOTICES
Any notice or demand which under the terms hereof must or may be given or made
by SWBT or Subcontractor will be in writing and given or made by facsimile, or
similar communication or by certified or registered mail, return receipt
requested, addressed to the respective parties as shown:
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(a) If to Subcontractor:
Micro-Media Solutions, Inc.
000 Xxxxxx
Xxxxxx, Xxxxx 00000
Attn.: Xxxx Xxxxxx
(b) If to SWBT:
Southwestern Bell Telephone Company
000 X. Xxxxxxxx, Xx. 000
Xxxxxx, Xxxxx 00000
Attn.: Manager Purchasing
(c) If to SWBT:
Southwestern Bell Telephone Company
000 X. Xxxxxxxx, Xx. 000
Xxxxxx, Xxxxx 00000
Attn.: Senior Systems Integrator
Such notice or demand will be deemed to have been given or made when sent, if
sent by facsimile, or similar communication, or when deposited, postage
prepaid, in the US mail. The above addresses may be changed at any time by
giving thirty (30) days' prior written notice as above provided.
25. CHOICE OF LAW This Agreement will be governed by the laws of the State of
Texas. Southwestern Bell Telephone
26. ASSIGNMENT Neither party hereto may assign, subcontract or otherwise
transfer its rights or obligations under this Agreement except with the prior
written consent of the other party which consent will not be unreasonably
withheld; provided, however SWBT will have the right to assign this Agreement
to any present or future affiliate subsidiary or parent corporation, without
securing the consent of Subcontractor, and may grant to any such assignee the
same rights and privileges SWBT enjoys hereunder. Any attempted assignment not
assented to in the manner prescribed herein, except an assignment confined
solely to moneys due or to become due, will be void. It is expressly agreed
that any assignment of moneys will be void if (a) Subcontractor fails to give
SWBT at least thirty (30) days' prior written notice thereof, or (b) such
assignment attempts to impose upon SWBT obligations to the assignee in
addition to the payment of such moneys or preclude SWBT from dealing solely and
directly with Subcontractor in all matters pertaining hereto including the
negotiation of amendments or settlements of charges due.
27. LIABILITY Subcontractor agrees to indemnify, defend and save SWBT harmless
(including its officers, directors, agents and employees) from and against any
and all liability, loss, damage or expense (including attorneys' fees and court
costs) incurred by SWBT in connection with any claim, demand or suit caused by,
arising from, or attributable to the Material or Services provided by
Subcontractor or the acts or omissions of Subcontractor (including any of its
suppliers, agents or subcontractors) but excepting the negligent acts or
omissions solely of SWBT in
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furnishing the Material or performing Services. This indemnity will survive the
delivery, inspection and acceptance of Material or performance of Services
hereunder. SWBT agrees to promptly notify Subcontractor of any claim or demand
for which Subcontractor is or may be responsible hereunder. Subcontractor
agrees not to implead or bring any action against SWBT or SWBT's employees
based on any claim for personal injury or death that occurs in the course or
scope of employment of any person by SWBT arising out of Material or Services
furnished hereunder.
28. MODIFICATION TO CONFORM TO LAWS This Agreement and SWBT's obligations
hereunder will be subject to all applicable laws, court orders, rules and
regulations (collectively, "LAWS") including, by way of illustration and not
limitation, to the 1996 Telecommunications Act. In the event this Agreement, or
any of the provisions hereof or the operations contemplated hereunder, are
found to be inconsistent with or contrary to any Laws, the latter will be
deemed to control and, if commercially practicable, this Agreement will be
regarded as modified accordingly and will continue in full force and effect as
so modified. If such modified Agreement is not commercially practicable, in the
opinion of either party, then the parties agree to meet promptly and discuss
any necessary amendments or modifications to this Agreement. If the parties are
unable to agree on necessary amendments or modifications in order to comply
with any Laws, then this Agreement may be terminated immediately by either
party. In the event of such termination, Customer will pay SWBT all amounts due
for SERVICES and MATERIAL provided hereunder by SWBT up to and including the
effective date of termination.
29. NON-EXCLUSIVE DEALING It is expressly understood and agreed that this
Agreement does not grant Subcontractor an exclusive right to provide the
Services or Materials described herein and that SWBT may itself perform, or
contract with other suppliers to provide, the Services or Materials.
30. TERMINATION Either party hereto may terminate this Agreement in whole or in
part by giving the other party hereto at least three (3) months' prior written
notice. Upon termination, SWBT will
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pay Subcontractor all amounts due for Material and Services by Subcontractor up
to and including the effective date of termination, which payment will
constitute a full and complete discharge of SWBT's payment obligations
hereunder. If Subcontractor terminates this Agreement, Subcontractor will pay
SWBT the difference between the cost of acquiring Materials and Service from a
third party and the amount stated in Clause 2 Compensation for each order that
is outstanding at the time of termination. Termination hereof as set forth
herein will also constitute a full and complete discharge of Subcontractor's
obligations hereunder. Southwestern Bell Telephone
31. PLANT AND WORK RULES Each party's employees and agents will, while on the
premises of the other or at any other location while performing SERVICES under
this agreement for SWBT, comply with all plant rules and regulations,
including, but not limited to, the section of SBC Communications' Code of
Business Conduct," a copy of which is available upon request, which prohibits
the possession of any weapon or implement which might be used as a weapon on
SWBT properties. In addition, the parties agree that, where required by
government regulations, it will submit satisfactory clearance from the U.S.
Department of Defense and/or other federal authorities concerned.
32. ENTIRE AGREEMENT THE TERMS AND PROVISIONS CONTAINED HEREIN CONSTITUTE THE
ENTIRE AGREEMENT BETWEEN THE PARTIES WHICH MAY NOT BE MODIFIED EXCEPT BY A
WRITTEN INSTRUMENT SIGNED BY BOTH PARTIES. The provisions hereof supersede all
prior oral and written quotations, communications, agreements and
understandings of the parties, if any, with respect to the subject matter
hereof.
SO AGREED:
Micro-Media Solutions, Inc. Southwestern Bell Telephone Company
("Subcontractor") ("SWBT")
By: By:
--------------------------- ---------------------------
Title: Title: Manager of Purchasing
------------------------
Date: 7/23/97 Date: 7/24/97
