EXHIBIT 10.4
No. BSG9902-014R1
Date: JUNE 8, 1999
SPRINT
Page 1 of 5
CUSTOM SERVICE AGREEMENT ("AGREEMENT")
Customer Name: Fastnet Corp
Address: 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Sprint Communications Company L.P. ("Sprint"), a limited partnership, offers to
provide the Services in Section 2 under the terms and conditions in this
Agreement. This Agreement and any information concerning its terms and
conditions are Sprint's proprietary information and are governed by the parties'
nondisclosure agreement. The parties' nondisclosure agreement term is extended
to be coterminous with the Agreement Term. Customer agrees not to disclose this
Agreement or any information in this Agreement to any third party.
1. TERM - The Term is 36 months, and will start on the first day of the
first billing month after the parties sign this Agreement
("Commencement Date").
2. SERVICES - "Services" means the applicable Sprint offerings that are
specially priced under this Agreement. The Services are Sprint IP
Dedicated Services.
3. MINIMUM SERVICE COMMITMENT ("MSC") - MSC is the amount of Services that
Customer commits to purchase during a specified time period. During
each billing month of the Term, Customer's Minimum Monthly Commitment
("MMC") is $95,000.
MSC CONTRIBUTORY SERVICES - The Services that contribute to Customer's
MSC are Sprint IP Dedicated Services.
MSC SHORTFALL LIABILITY - If Customer fails to meet its MMC, unless
caused by Sprint's material failure to perform under this Agreement,
Customer will pay Sprint, in addition to other applicable charges, the
difference between the MMC and Customer's actual MSC Contributory
Services Usage Charges for each period in which Customer does not
achieve the MMC.
4. QUALIFICATIONS - To receive special pricing under this Agreement,
Customer will meet the following qualifications on the Commencement
Date. If Customer does not meet these qualifications, Sprint may
terminate this Agreement.
a. Customer will have at least 1 Sprint-provided DS3 local access
line for Sprint Services in NPA-NXX 610-289 or successor
NPA-NXX.
5. CONDITIONS - During each billing month Customer will meet the following
conditions to receive all benefits under this Agreement. If Customer
does not meet any one of these conditions, Sprint may adjust Customer's
Services charges or terminate this Agreement.
a. Customer will have at least 1 Sprint-provided OC3 local access
line for Sprint Services in NPA-NXX 610-289 or successor
NPA-NXX.
b. Customer must be headquartered in the State of Pennsylvania.
6. ADDITIONAL PROVISIONS -
At any time after the 12th billing month of the Term, Customer may
request once that Sprint review Customer's pricing under the Agreement
and determine if Customer is eligible to receive decreased rates or
Discounts for Domestic Sprint IP Dedicated Services. Any rate decrease
may depend on Customer's agreement to adjust this Agreement's Term or
MSC.
EXHIBIT 10.4
No. BSG9902-014R1
Date: JUNE 8, 1999
SPRINT
Page 2 of 5
7. SERVICES CHARGES -
a. PRICING COMPONENTS FOR DOMESTIC SPRINT IP SERVICES
Domestic Sprint IP Services consist of Internet (public) and
Intranet (corporate LAN) network access to allow remote users
to dial-in (via local or toll-free access) for access to hosts
or other resources available on these networks. The following
are the primary price components of the standard Domestic
Sprint IP Services offerings.
1) DIAL ACCESS CHARGES - Sprint will charge customer a
Usage Charge per remote user per hour for either
local or toll free dial access. The hourly rates
cover access at any time from any available city.
Dial access Usage Charges do not include local
telephone message and toll charges.
2) SPRINT IP DEDICATED PORT CHARGES - Sprint will charge
customer a one-time installation charge and monthly
recurring charges per Sprint IP Dedicated port for:
(a) local access facilities (per Sprint FCC Tariff
No. 8), (b) the Sprint IP Dedicated port and (c)
Customer Premise Equipment ("CPE") required for each
Sprint IP Dedicated port.
3) USER ID CHARGES - Sprint will charge customer a
monthly charge per user ID for assignment and
administration of the customer-managed user IDs with
fixed addressing or Sprint-managed user IDs. Sprint
may charge customer a monthly charge per user ID for
customer-managed user IDs with dynamic addressing
subject to customer's specific pricing structure.
4) CPE - Certain CPE may be used with Sprint IP
Services. Customer may purchase (at a one-time
purchase price) or rent (at a monthly recurring
rental charge) CPE from Sprint with a Sprint CPE
order form. Sprint must certify customer-provided
CPE. Sprint will charge customer a one-time
installation charge for CPE installed by Sprint.
5) FRAME RELAY GATEWAY CHARGES - For Frame Relay
gateways to the Internet or Intranet, Sprint will
charge customer a one-time charge and a monthly
recurring charge for each Sprint Frame Relay Burst
Express PVC.
6) USAGE CHARGE(S) - Usage Charges are the variable
recurring charges for use of Sprint's interexchange
communications network, determined by customer's
amount of telecommunications services used. Unless
expressly stated in this Agreement, Usage Charges do
not include taxes, interest, surcharges, access line
charges, access facilities charges, other charges
associated with access, fixed recurring charges,
feature charges, operator services charges, directory
assistance charges, installation charges, account
charges, set up fees, report charges, and other
non-recurring charges.
b. Domestic Sprint IP Dedicated Services Pricing: customer will
comply with Sprint's Standard terms and conditions for
Domestic Sprint IP Services (incorporated into this
agreement).Customer will receive the following charges for
these services:
EXHIBIT 10.4
No. BSG9902-014R1
Date: JUNE 8, 1999
SPRINT
Page 3 of 5
CUSTOM SERVICE AGREEMENT ("AGREEMENT")
Customer Name: Fastnet Corp
Address: 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
1) Sprint will charge Customer a $95,000 fixed monthly
recurring charge for each Domestic OC3 Sprint IP
Dedicated port, with an individual order term of 3
years or longer,
2) installed or in service during the Term. Orders for
all IMUX, FDS3, 45Mbps and OC3 Sprint IP Dedicated
ports will be accepted in Sprint's discretion.
3) The monthly recurring charge above does not include
charges for Local Access Facilities, CPE, and other
charges described in the Standard Provisions of this
Agreement. Charges for Local Access Facilities are in
Sprint FCC Tariff No. 8.
4) Customer is not eligible for standard order term
discounts.
d. Sprint will waive the non-recurring charge of $6,000 for each
Dedicated IP Port upgrade during the Term.
e. Sprint will waive Domestic OC3 Sprint IP Dedicated port
installation charge (non-recurring) on ports installed with an
individual order term of 3 years during the Term. This
installation charge does not include installation charges for
Local Access Facilities and CPE.
Local access lines, and Ports, installed under subsection 7e. above are
subject to a 36 month continuous use requirement. If Customer
disconnects any local access line, or Port receiving an installation
waiver prior to the conclusion of the minimum required continuous use
period, Customer must pay a prorated portion of the waived installation
charges based upon the number of months remaining in the period.
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EXHIBIT 10.4
No. BSG9902-014R1
Date: JUNE 8, 1999
SPRINT
Page 4 of 5
STANDARD PROVISIONS
1. TARIFF APPLICABILITY. Capitalized terms are defined in this Agreement
or in applicable Sprint FCC Tariffs. Rates, charges and discounts for
call types, Service elements, features, and Services not in this
Agreement are in the applicable Sprint Base Service Tariff or public
price list.
2. FIXED RATES. Fixed rates will remain fixed for the Term. Percentage
discounts will remain fixed for the Term, but Sprint may modify the
list price for non-tariffed Services against which Sprint applies
discounts.
3. TARIFF WITHDRAWAL. If Sprint withdraws any tariff that applies to
Services in this Agreement, the tariff terms and conditions then in
effect will continue to apply to this Agreement. After Sprint withdraws
any applicable tariff, this Agreement will control over any
inconsistent provision in the withdrawn tariff. But Sprint may modify
any list price that is not fixed by this Agreement.
4. CREDIT APPROVAL. Customer is subject to credit approval and may be
required to submit a deposit.
5. REGULATORY PROGRAMS. Sprint may impose additional charges on Customer
to recover amounts Sprint is required by regulatory or other
governmental authorities to collect on behalf of or pay to others in
support of statutory or regulatory programs. Examples of these programs
include, but are not limited to, the Universal Service Fund, the
Presubscribed Interexchange Carrier Charge, and compensation to
payphone service providers for use of their payphones to access
Sprint's service.
6. NOTICE. Any notice required under this Agreement or related to a
dispute must be submitted in writing to the appropriate party's address
shown below. If a notice relates to a dispute, Customer must provide a
copy to Sprint at 0000 Xxxx Xxxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000,
Attention: Law Department/Marketing and Sales.
7. RELIANCE. In accepting this Agreement Customer is not relying on any
representations or promises not included in this Agreement.
When signed by the parties this Agreement will: (a) constitute the
parties' entire understanding regarding Services; and (b) supersede all
agreements or discussions, oral or written, regarding Services.
8. ORDERS. Customer will order Services pursuant to Sprint's standard
ordering procedures, subject to Sprint's acceptance, that may include
signing Sprint's standard Order for Data Communication Service form or
other Sprint-designated form ("Order"). The Sprint Tariffs, if
applicable, and the Sprint standard terms and conditions for Services
(incorporated into this Agreement) also apply to Sprint's provision of
Services.
9. DEFINITIONS. (a) The term "Domestic" means the 00 xxxxxxxxxx xxxxxx xx
xxx Xxxxxx Xxxxxx and the District of Columbia. (b) "Usage Charges" are
the variable recurring charges or fixed monthly recurring charge for
use of Sprint's interexchange communications network. Sprint calculates
Usage Charges by the amount of telecommunications network service used
by Customer (units of time or a similar measure). Except as expressly
provided in this Agreement, Usage Charges excludes taxes, interest,
surcharges, access line charges, access facilities charges, other
charges associated with access fixed recurring charges (other than
specified interexchange circuit charges), feature charges, operator
service surcharges, directory assistance charges, installation charges,
account charges, set up fees, report charges, and other non-recurring
charges.
10. HEADINGS. Headings are for reference only and have no effect on any
provision's meaning.
11. COMMENCEMENT. To become effective this Agreement must be: (a) signed by
a Customer representative; (b) delivered to Sprint on or before June
30, 1999; and (c) signed by a Sprint officer or authorized designee.
12. ALTERATIONS. Alterations to this Agreement will not be valid unless
accepted in writing by a Sprint officer or authorized designee.
FASTNET CORPORATION SPRINT COMMUNICATIONS COMPANY L.P.
-------------------------------- ----------------------------------
By: /s/ Xxxxxxx X. Xxxxxx By /s/ Xxxxx Xxxxx
----------------------------- ----------------------------
Name: Xxxxxxx Xxxxxx Name: Xxxxx Xxxxx
-------------------------- -------------------------
Title: VP-Engineering Title: Regional Director
-------------------------- ------------------------
Date: 6/10/99 Date: June 20, 1999
-------------------------- -------------------------
Address: 0000 Xxxxxxxx Xx., Xxx 000 Address: 000 Xxxxxx Xxxx
----------------------------- -----------------------
Xxxxxxxxx, XX 00000 King of Xxxxxxx, XX 00000
----------------------------- ---------------------------------
BROADBAND (T3 & OC-N)
CUSTOMER AUTHORIZATION
AIM # __ __ __ __ __ __ __ __ __ __ CUST ID # 13068673
CUSTOMER NAME: You Tools Corp.
-----------------------------------------------------------------
CITY: __________________________________________ STATE _______ ZIP ___________
SCA # OR DS3 REQUEST # _______________________ QUANTITY _______________________
CKT TYPE (T3 OR OC-N) _________________________ CWD __________________________
ACCESS ARRANGEMENT: / / SPA /X/ CPA TO POP / / CPA TO SWC
/ / SCVBA TO POP / / SCVBA TO SWC
/ / Customer Paid Expedite (X if Applicable) (Director/Sales Signature Required)
Reason For Expedite __________________________________________________________
-------------------------------------------------------------------------------
Term Plan: 3 year
--------------
Term Plan must be one of the approved options within the SCA or DS3 Request
Approval Document. Subject to availability.
DEDICATED ACCESS CHARGES MRC NR
Access Transport
---------------- -------------
ACF
---------------- -------------
COCF *
---------------- -------------
EFC
---------------- -------------
M13 MUX (Sprint Or Vendor)
---------------- -------------
ISP (Internet Dedicated Access) * *
---------------- -------------
Expedite
---------------- -------------
Other
---------------- -------------
All Sprint charges and other charges set forth above are subject to change.
Terms and conditions are governed by the applicable Sprint tariffs, as they may
be amended from time to time. Additional terms and conditions set forth in
Special Customer Arrangement approvals shall apply to this circuit.
SPECIAL ACCESS SURCHARGE APPLICATION FOR EXEMPTION
The undersigned hereby certifies that he/she is an authorized representative of
the company named below and that the circuit herein is not inter-connected with
the local exchange through a Private Branch Exchange (PBX) or other device
actually capable of switching traffic to or from the local exchange. Therefore,
this circuit is exempted from the access surcharge.
The undersigned warrants the accuracy of this special access surcharge
application for exemption and the undersigned shall defend, indemnify and hold
Sprint Communications Company L.P., a Delaware Limited Partnership, (Sprint)
harmless from and against any damages, costs or expenses which Sprint may incur
by submitting this application for exemption.
It is acknowledged that acceptance or rejection of this application will be the
sole responsibility of the local telephone company, and not Sprint.
Customer Initial: X DKV
--------------
ACCESS OPERATIONS
[*] WE ARE SEEKING CONFIDENTIAL TREATMENT OF THESE TERMS, WHICH HAVE BEEN
OMITTED. THE CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
By Signing below customer agrees to pay all of the above charges.
SPRINT APPROVAL CUSTOMER APPROVAL
Sprint Signature: /s/ Xxx Xxxxxx Company Name: You Tools Corp.
------------------ ------------------------------
(Director Signature if Expedite): Customer Signature: /s/ Xxxxx X. Xxx Xxxxx
---- ------------------------
Print or Type Name: Xxx Xxxxxx Print or Type Name: Xxxxx Xxx Xxxxx
----------------- ------------------------
Date: 10/21/97 Date: 10/22/97
------------------------------- --------------------------------------
ACCESS OPERATIONS
BROADBAND (T3 & OC-N)
CUSTOMER AUTHORIZATION
AIM # __ __ __ __ __ __ __ __ __ __ CUST ID # __ __ __ __ __ __ __ __ __ __
CUSTOMER NAME: You Tools Corp.
--------------------------------------------------------------
CITY: Philadelphia STATE PA ZIP 19144
----------------------------------- ----------- -----------------
SCA # OR DS3 REQUEST # 00497029 QUANTITY 1
---------------- -------------------------------
CKT TYPE (T3 OR OC-N) T3 CWD 5/5/97
---------------- -------------------------------
ACCESS ARRANGEMENT: / / SPA /X/ CPA TO POP / / CPA TO SWC
/ / SCVBA TO POP / / SCVBA TO SWC
/X/ Customer Paid Expedite (X if Applicable) (Director/Sales Signature Required)
Reason For Expedite ___________________________________________________________
--------------------------------------------------------------------------------
Term Plan: 3 Year
-------------------
Term Plan must be one of the approved options within the SCA or DS3 Request
Approval Document. Subject to availability.
DEDICATED ACCESS CHARGES MRC NR
Access Transport
------------- -------------
ACF
------------- -------------
COCF * *
------------- -------------
EFC
------------- -------------
M13 MUX (Sprint Or Vendor)
------------- -------------
ISP (Internet Dedicated Access) * *
------------ -------------
Expedite *
------------ -------------
Other
------------ -------------
All Sprint charges and other charges set forth above are subject to change.
Terms and conditions are governed by the applicable Sprint tariffs, as they may
be amended from time to time. Additional terms and conditions set forth in
Special Customer Arrangement approvals shall apply to this circuit.
SPECIAL ACCESS SURCHARGE APPLICATION FOR EXEMPTION
The undersigned hereby certifies that he/she is an authorized representative of
the company named below and that the circuit herein is not inter-connected with
the local exchange through a Private Branch Exchange (PBX) or other device
actually capable of switching traffic to or from the local exchange. Therefore,
this circuit is exempted from the access surcharge.
The undersigned warrants the accuracy of this special access surcharge
application for exemption and the undersigned shall defend, indemnify and hold
Sprint Communications Company L.P., a Delaware Limited Partnership, (Sprint)
harmless from and against any damages, costs or expenses which Sprint may incur
by submitting this application for exemption.
It is acknowledged that acceptance or rejection of this application will be the
sole responsibility of the local telephone company, and not Sprint.
Customer Initial: DVK
-----------
By Signing below customer agrees to pay all of the above charges.
SPRINT APPROVAL CUSTOMER APPROVAL
Sprint Signature: /s/ Xxx Xxxxxx Company Name: FASTNET
------------------ --------------
(Director Signature Customer Signature: /s/ Xxxxx Xxx Xxxxx
if Expedite):_____________________ -------------------
[*] WE ARE SEEKING CONFIDENTIAL TREATMENT OF THESE TERMS, WHICH HAVE BEEN
OMITTED. THE CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
Print or Type Name: Xxx Xxxxxx Print or Type Name: Xxxxx Xxx Xxxxx
------------------- -------------------
Date: 4/15/97 Date: April 18, 1997
--------------------------------- ------------------------------
ACCESS OPERATIONS
