EXHIBIT 10.10
ALLOY LLC
AUTHORIZED SALES REPRESENTATIVE AGREEMENT
Table of Contents
Section Number and Heading PAGE
I. Effective Date and Term of Agreement 1
II. Services 2
III. Relationship of Parties 2
IV. ASR Responsibilities 3
V. Orders 5
VI. Commissions 6
VII. Confidentiality 7
VIII. Trademarks And Trade Names 8
IX. Indemnification/Liability/Insurance 8
X. Termination 9
XI. General Provisions 9
Exhibit A - Code of Business Conduct
Exhibit B - Market Areas
Exhibit C - Commission Terms and Conditions
PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
AUTHORIZED SALES REPRESENTATIVE AGREEMENT
THIS AGREEMENT is by and between SBC Communications Inc., a
Delaware corporation for itself and on behalf of Southwestern ▇▇▇▇ Telephone
Company, Pacific ▇▇▇▇ Telephone Company, Ameritech Illinois, Ameritech Indiana,
Ameritech Michigan, Ameritech Ohio, Ameritech Wisconsin, Nevada ▇▇▇▇ Telephone,
Southern New England Telephone Company (hereinafter referred to as the
"Company"), and Alloy LLC, a Delaware limited liability company ("Authorized
Sales Representative" or "ASR").
WHEREAS, Company and ASR entered into various Authorized Sales
Representative Agreements ("Draft Sales Agreements") dated October 2, 2000; and,
WHEREAS, Company and ASR signed a "Wireline Agency Signature
Agreement" dated October 2, 2000 that further allows Company and ASR to timely
amend and modify the terms of the Draft Sales Agreements now enter into this
Agreement which shall replace any and all previous agreements between the
Company and ASR with respect to the subject matter contained herein, and any and
all such agreements are hereby terminated.
WHEREAS, the Company is engaged in the business of marketing
and providing telecommunications services;
WHEREAS ASR desires to become an authorized sales
representative for certain of the Company's services;
WHEREAS the Company wishes to engage ASR to promote the sale
of such services;
NOW THEREFORE, in consideration of the mutual promises and
covenants set forth herein, the parties agree as follows:
I. EFFECTIVE DATE AND TERM OF AGREEMENT
The term of this Agreement shall commence as of October 2, 2000 and
shall continue:
(a) through October 1, 2001 or
(b) until either party provides written notice of termination,
whichever is earlier.
Such notice shall be effective sixty days from the date of mailing except where
the end of the term terminates the Agreement earlier, for terminations under
Section XI below, or as otherwise provided herein.
Renewal. If at the end of the one (1) year term, this Agreement has not been
terminated by either Party giving to the other written notice of its intent to
so terminate at least sixty (60) days prior to the end of such term, this
Agreement shall continue under the same covenants, terms and
Page 1
PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
conditions stated herein until terminated by either Party giving to the other
written notice of its intent to so terminate at least sixty (60) days prior to
the end of such term.
II. SERVICES
1. The services subject to this Agreement ("Services") are listed
in Exhibit C, attached hereto and incorporated herein by reference.
2. The Company reserves the right to add services to Exhibit C
effective immediately upon written notice. The Company further reserves the
right to modify the Services, including deleting Services listed in Exhibit C,
and to alter or amend ASR's obligations and commission structure (Exhibit C)
hereunder on thirty days written notice.
III. RELATIONSHIP OF PARTIES
1. The relationship between the parties established by this
Agreement is that of independent contractors. Neither is an agent or employee of
the other. Except for the rights and obligations of each party pursuant to this
Agreement, neither has any right or any authority to enter into any contract or
undertaking in the name of or for the account of the other, or to assume or
create any obligation of any kind, express or implied, on behalf of the other,
nor shall the acts or omissions of either create any liability for the other.
ASR shall at no time represent itself as the Company. ASR shall conduct its
business at its own initiative, responsibility and expense. ASR shall be
responsible for its own acts, and those of its employees, agents, subordinates,
and contractors during the performance of ASR's obligations under this
Agreement.
2. Notwithstanding the foregoing, when the Company confirms
customer eligibility for Services, ASR shall be considered the agent of the
Company solely for the purposes of receiving and safeguarding such eligibility
information. "Receiving" shall mean to take possession of eligibility
information. "Safeguarding" shall mean the obligation to take all reasonable
steps to ensure against the unauthorized release or use of eligibility
information. ASR shall receive and use such eligibility information for the sole
purpose of marketing the Services. The terms and conditions of Section VIII
shall also apply to the provision of this eligibility information.
3. The Company hereby appoints ASR as an authorized sales
representative, to market, promote the sale of, and be the procuring cause of
orders for Services, as defined in Exhibit C, within the geographic market areas
specified in Exhibit B, attached hereto and incorporated herein by reference.
The Company reserves the right to appoint other authorized sales
representatives.
4. The Company reserves the right at its option to market or
service any and all Services to customers. The Company reserves the right at any
time to provide additional sales and marketing services with respect to ASR's
customers and will not pay any commission for such services. The Company
reserves the right to market Customer Premises Equipment ("CPE") in competition
with ASR, and to resell ASR products and services if so executed through a
separate agreement.
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PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
5. ASR accepts this appointment and agrees to exert commercially
reasonable efforts to promote, on the Company's behalf, certain of the Company's
Services; and to provide sales support activity in a professional and
appropriate manner in compliance with federal or state laws, rules, or
regulations that may govern such services. New commission structures, and any
changes thereto, will become part of this Agreement.
6. ASR represents that neither it, nor any of its affiliates is a
reseller or a facilities based provider of intraLATA telecommunications service,
and that neither ASR, nor any affiliate of ASR has applied for or received
permission to operate as a Competitive Local Exchange Carrier (CLEC). If, during
the term of this Agreement, the status of these representations change, this
Agreement will be terminated immediately.
7. ASR agrees if the Company identifies a situation in which
ASR's activities are violating this Agreement, the Company may (1) withhold
payment of commission during the investigation of such violation, and (2)
require ASR to cease all activities hereunder. Failure to cease the activities
hereunder as directed by the Company is cause for immediate termination of this
Agreement. ASR shall work with the Company to resolve the issues causing the
Company to impose such requirement(s), and shall not resume activities hereunder
until such issues are resolved.
8. The Company may make available to ASR additional opportunities
including, but not limited to: contests, co-operative advertising, lists of
leads for sales of Services, referrals for sales of Services, participation in
module management and/or account management programs, and participation in other
similar programs which the Company may from time to time deem appropriate. Such
opportunities shall be offered and allocated solely at the Company's discretion
and shall be defined by the Company if and when offered.
9. The Company shall supply ASR with a reasonable number of
brochures, price lists and other material the Company deems necessary for
promoting the sale of Services, and with reasonable support for training ASR's
personnel. If ASR requires unusual support or excess services, a charge may be
applied for such support or services. Any portion of the foregoing material for
which ASR has been charged which remains unused at the time the Company makes
changes in any Services when such changes make such material unusable may be
promptly returned to the Company for credit.
IV. ASR RESPONSIBILITIES
ASR agrees:
1. To act as a single point of contact for the customer's
Services needs.
2. To employ a sufficient sales and service staff physically
located and working in the Southwestern ▇▇▇▇ territory, unless otherwise agreed
to in writing by the Company, to provide adequate marketing coverage for new and
existing customers subscribing to the Company's Services; said staff will do the
marketing and support for ASR's customers.
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PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
3. To only submit orders for services directly sold by ASR to a
customer and for which the customer has authorized the placement of orders.
4. Before requesting information from the Company about a
customer's account, to provide the Company with a letter of authorization
("LOA") signed by the customer authorizing such disclosure. Such LOA will be in
a format approved by the Company.
5. ASR is responsible for providing its personnel with sufficient
training that the Company reasonably deems necessary to maintain a staff of
competent sales personnel conversant in the specifications, features and
advantages of Services. ASR agrees that if it schedules any training with the
Company and fails to cancel such training at least three business days before
the class date, or fails to attend, the Company may, at its sole discretion,
charge ASR $150 per person per day plus any additional reasonable fees to cover
Company's costs.
6. Not to use random or sequential dialers or automatic dialing
and announcing devices ("ADADS") in placing calls to customers.
7. To sell Services to customers regardless of whether such
customers purchase CPE or other products from ASR.
8. If required by the Company pursuant to the Company's internal
rules and practices, to submit a Minority, Women, and Disabled Veteran Business
Enterprise subcontracting plan.
9. Upon request from the Company, to provide the Company with the
Federal Taxpayer Identification Number and/or, as appropriate, the Social
Security number, for ASR to be used for tax reporting purposes.
10. ASR is not anticipated to telemarket services listed in
Exhibit C. Any such activity would be subject to negotiation and modification to
this agreement.
11. ASR shall market Services to its customers strictly in
accordance with the prices, terms, and conditions set forth in applicable
Company tariffs and policies for the sale of the Services hereunder. The Company
reserves the right at any time to seek regulatory approval to change the
specifications of any Services as shown in tariffs, to alter or eliminate any
Services or any aspect thereof, or to change any Service rates. Should the
Services be offered under an eligible contract, ASR shall offer such Services
subject to the applicable terms and conditions contained in such contract.
12. ASR will take action as needed to meet customer service
requirements and to ensure that its activities are properly coordinated to the
customers' and the Company's satisfaction. ASR agrees to escalate customer
issues within the Authorized Sales Representative Program organization following
the Company's escalation procedures. ASR is responsible for the prompt reporting
to the Company of customer complaints.
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PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
13. Any advertising copy outside the scope of the material
provided by the Company to ASR for the sale of Company's Services (i.e. new copy
or entirely new advertisements such as Directory ads, DM/DR, flyers, etc.) must
be submitted to the Company for its prior review and written approval, at least
thirty days before use, or such shorter period as agreed to by Company, and ASR
shall, solely at ASR's expense and prior to use of any such advertising
material, make any and all changes, corrections or alterations to such material
that Company, in its sole discretion, deems necessary or advisable. Advertising
and promotional materials will be created and used in accordance with all
applicable laws and regulations, including those on false advertising and unfair
competition and in accordance with Section IX herein. It is expressly understood
and agreed that the Company may offer or ASR may request the right to use
promotional materials developed by Company covering Services included in this
Agreement. If such promotional material is provided, at the Company's sole
discretion, to ASR, ASR shall abide by any rules regarding the use of said
material as the Company shall establish from time to time.
14. ASR agrees at all times to act in a professional and ethical
manner and maintain a level of quality of service to its customers satisfactory
to the Company in its sole discretion in accordance with standards established
by the Company and then in effect. ASR shall at all times give prompt, courteous
and efficient service to customers. ASR agrees it will not offer customers
rebates or discounts contingent upon the purchase of Services, make misleading
statements to customers, give money, gifts or any other consideration to the
Company's employees, do anything that will dishonor, discredit, reflect
adversely on, or injure the reputation of the Company, or create sales that do
not provide value to the customer and the Company, or manipulate the
compensation system. ASR further agrees to comply with all statutes, rules,
regulations, and decisions which apply to the Company's employees marketing
similar products to similar customers. Further, as an affiliate of the Company,
the ASR agrees to the Company right to audit and review records necessary to
assure compliance with federal and state rules, laws or regulations governing
transaction between the Company and an affiliate.
V. ORDERS
1. ASR agrees to place orders only with the Company's designated
sales support center or system, in a manner consistent with the then current
documented standards, order format, data requirements, method of transmission of
orders, procedures and timeframes, set by the applicable sales support center.
ASR agrees not to place orders with other Company internal sales channels, or
with other ASRs. ASR will receive compensation only on orders it places through
the designated support center or system, unless otherwise authorized in writing
in advance by the Company.
2. ASR shall determine availability of Services on the basis of
information received from the Company. All orders shall be subject to the
availability of suitable facilities, which shall be determined by the Company.
All orders for Services shall be further subject to approval and acceptance by
the Company. In the event an order submitted by ASR is rejected, the Company
will supply ASR with a specific and timely reason for such rejection.
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PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
3. Company reserves the right to require a deposit from any
customer for Services sold by ASR and to request that ASR secure from the
customer credit information as specified by the Company, which ASR shall forward
along with the order. ASR shall inform customer that an order for service may
not be considered binding upon Company until received and approved by Company,
including receipt of any applicable deposit. ASR does not hereby guarantee the
credit of any customer, but does agree that it will use commercially reasonable
efforts to obtain accurate credit information.
4. The Company shall have sole responsibility for billing
customers for Services, unless otherwise agree to in writing.
VI. COMMISSIONS
1. Subject to the restrictions regarding sales of Services to the
entities specified in paragraph 4 below, and provided that ASR has fulfilled its
obligations under this Agreement, for each Service sale made by ASR, the Company
shall pay to ASR the commission provided for in Exhibit C for the particular
Service ordered. If the customer terminates its Services within the time period
specified in Exhibit C for the specific Services involved, any such commission
shall be, at the Company's choice, refunded to Company within 30 days, or
deducted from later commissions otherwise due ASR. The Company shall pay
commissions only for order(s) placed by ASR during the term of this Agreement.
2. After termination or cancellation of this Agreement, any debit
commission balance for ASR shall be paid by ASR to the Company within thirty
days written notice of such debit commission status. Until such debit balance is
paid to the Company, ASR will not be considered for participation in any Company
channel program.
3. Upon termination of this agreement, ASR's final commission
check may, at the discretion of the Company, be held for up to 6 months from the
termination date.
4. ASR will receive no commissions for ASR's sales of Services
to:
(i) ASR or to affiliates (as defined in Section
XII) of ASR unless otherwise agreed to in writing;
(ii) any company under contract with the Company
to market Services;
(iii) resellers of Services;
(iv) customers under programs specifically
excluded by the Company;
(v) the Company or its affiliates; and
(vi) another ASR by ASR.
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PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
5. No commission shall be paid to ASR for any orders for Services
sold to a customer directly by the Company or sold to a customer by any other
entity, including another authorized sales representative unless specifically
authorized in advance of the sale by the Company.
6. Subject to the Company's rights under Section II, the
applicable commission rate will be based upon the commission rate in effect on
the date of service order completion in the Company's billing system.
7. ASR's eligibility for a commission based on a sale of Services
accrues as of the date of service order completion or upon payment for prepaid
eligible contracts, whichever is later. Except as provided in Section XI, or as
specified in Exhibit C, amounts due hereunder shall be paid by the Company to
ASR on or before the last day of the month following the month in which the
Company bills the customer.
8. The Company shall have the right to deduct from payments to
ASR any amounts owed to it by ASR, including, but not limited to, customer
account adjustments (including those due to incorrect or inappropriate use of
promotions), amounts due for advertising, or amounts due for failure to attend
scheduled training or other seminars or workshops. The Company shall also have
the right to require ASR to pay to the Company any amounts owed to it by ASR.
9. ASR shall have one year from the date of completion of a
service order in which to claim payment for such sale of Services, to raise any
discrepancies regarding such payments, or to otherwise raise any issues
regarding commissions on sales of Services. Such claims shall be made with
specificity in writing and shall include all supporting documentation. The
Company shall have no obligation to make payments or adjustments beyond such one
year period.
VII. CONFIDENTIALITY
1. ASR acknowledges that 1) the Company is a regulated
telecommunications company with a duty not to release confidential customer
information without prior written consent, and that (2) unauthorized release of
confidential customer information may result in the Company suffering
significant injury including, but not limited to, monetary damages and
impairment of the Company's relationship with its regulators, customers, and
potential customers.
2. All information relating to either party's customers and
business, including but not limited to the terms and conditions of this
Agreement, and all information that is marked confidential and/or proprietary or
is designated as confidential and/or proprietary when disclosed, which is
disclosed by either party to the other pursuant to this Agreement, other than
such information as may be generally available to the public or the industry, is
and will be disclosed in confidence solely for use in the conduct of business
hereunder. Nothing contained herein shall grant either party any right, title,
or interest to any information provided by the other party hereunder. Each party
agrees to keep such information secret and confidential and not to disclose it
to any other person or use it during the term of this Agreement or after its
termination
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PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
except in carrying out its obligations hereunder or in response to obligations
imposed by tariff or order of a court or regulatory body.
3. Each party shall take effective precautions, contractual and
otherwise, reasonably calculated to prevent unauthorized disclosure or misuse of
such information by any of its employees or by any other person having access to
such information.
4. Within thirty days after the termination of this Agreement, by
either party and for any reason, each party shall notify the other which
specific information disclosed by it pursuant to this Agreement is to be
returned. Each party agrees promptly to return to the other any physical or
written records containing such specifically identified information then in its
possession, regardless of whether such physical or written records were prepared
by ASR or by the Company. The duty to keep information confidential shall
continue notwithstanding the termination of this Agreement. Upon the termination
of this Agreement, all confidential information in tangible form provided to ASR
by the Company shall be returned to the Company.
VIII. TRADEMARKS AND TRADE NAMES
ASR and Company recognize that the names and trademarks of ASR and Company
respectively are the property of owner of said ▇▇▇▇ or name and / or the
Corporate Parent and as such may not be owned by the other party or used except
as otherwise agreed to by the parties in an authorized writing.
IX. INDEMNIFICATION/LIABILITY/INSURANCE
1. Indemnification. Each party agrees to indemnify and hold the
other party harmless from any and all claims, actions, damages, expenses and
other liabilities, including reasonable attorneys' fees and costs, resulting
from the first party's acts, omissions or misrepresentations, from any defect or
failure of any kind in any product or service provided by the first party, or
from infringement by the first party of any copyright, trademark, service ▇▇▇▇,
trade name or similar proprietary rights.
2. Exclusion of Damages. In no event shall either party be liable
to the other for consequential, indirect, special or incidental damages
resulting from breach of this Agreement even if such party had been advised of
the possibility of such potential loss or damage.
3. Invention and Patent Rights. Neither party shall be deemed by
anything contained in this Agreement or done pursuant to it to acquire any
right, title or interest in or to any design, invention, improvement, process or
system now or hereafter embodied in any services or products provided by the
other party, whether or not such design, invention, improvement, process or
system is patented or patentable under the laws of any country.
4. ASR will be responsible for obtaining, at its own expense, any
applicable permits, licenses, bond, or other necessary legal authorization for
work it is to perform.
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PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
X. TERMINATION
This Agreement may be terminated by one party immediately upon the
giving of 60 day notice in writing to the other party.
XI. GENERAL PROVISIONS
1. The Company agrees at all times to act in a professional and
ethical manner. The Company agrees that it will not do anything that will
dishonor, discredit, reflect adversely on, or injure the reputation of ASR.
2. Assignment. ASR acknowledges that it has been specifically
selected to participate in the Company's Sales Agency Program after careful
evaluation by the Company of ASR's financial stability, product line and
reputation in the business community, as well as the individual abilities and
reputation of ASR's management and sales force. Accordingly, the parties agree
that neither this Agreement, nor any right or obligation hereunder is
assignable, in whole or in part, whether by operation of law or otherwise, by
ASR without the prior written consent of the Company. Changes of the form in
which ASR does business (including but not limited to sole proprietorships,
partnerships, limited liability partnerships, and corporations, and changes due
to mergers or being acquired), shall be considered to be assignments which will
require the prior written consent of the Company and requalification of ASR in
its new form under the then existing qualification requirements. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the
parties hereto, their successors and assigns. If ASR assigns the Agreement
pursuant to this provision, the existing Agreement shall be terminated and a new
Agreement shall be entered into with ASR's assignee.
3. Transfers. ASR's customer accounts may only be transferred
pursuant to a written signed agreement between existing ASRs in good standing,
provided the Company's prior written permission is obtained.
4. Subcontracting. ASR agrees that it will not subcontract or
attempt to subcontract any of its duties or obligations hereunder without the
prior written consent of the Company.
5. Affiliates. For the purposes of this Agreement, an "affiliate"
of any entity shall respectively mean:
- for the Company:
a) any corporation or business entity in which the Company or SBC
Communications Inc. (for the purposes of this section, collectively
"the Company") or any subsidiary, any successor corporation, any
subsidiary of such successor, or any corporation of which the
Company becomes a wholly owned subsidiary or any subsidiary of such
corporation, has any ownership interest; and
- for ASR:
b) any corporation or business entity in which ASR has any ownership
or potential
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PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
ownership in any form or from which ASR receives or has the option
to receive any profits generated by such corporation or business
entity.
Upon request, each party shall provide the other party with a list of its
affiliates.
6. Notices and Other Communications. Every notice, consent,
approval or other communication required or contemplated by this Agreement by
either party shall be in writing and shall be delivered in person, by postage
prepaid mail, by overnight courier service, by facsimile or by electronic
messaging addressed to the party for whom intended at the address specified
below or at such other address as the intended recipient previously shall have
designated by written notice to the other party; provided, however, that any
notices with respect to ASR's status as such may not be given by electronic
messaging. Where specifically required, notices shall be by certified or
registered mail. Unless otherwise provided in this Agreement, notice by mail
shall be effective on the date it is officially recorded as delivered by return
receipt or equivalent, and, in the absence of such record of delivery, it shall
be presumed to have been delivered the fifth day, or next business day
thereafter, after it was deposited in the mails. Notice given by overnight
courier service shall be effective on the date it is recorded by such courier
service as delivered. Notice given by facsimile shall be effective on the date
noted on the facsimile log as the date sent. Notice given by electronic
messaging shall be effective on the date sent, as indicated by the electronic
messaging system. Except for notice given by electronic messaging, notice not
given in writing shall be effective only if acknowledged in writing by a duly
authorized officer of the party to whom it was given.
To: ASR: Alloy LLC To: Company:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ C/O SBC Communications Inc.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chief Executive Officer Attn: Senior Executive Vice
President-General Counsel
7. No Waiver of Rights. Failure of either party at any time to
require the other party's performance of any obligation under this Agreement
shall not affect the right to require performance of that obligation or any
other obligation. Any waiver by either party of any breach of any provision
hereof shall not be construed as a waiver of any continuing or succeeding breach
of such provision, a waiver or modification of the provision itself, or a waiver
or modification of any right under this Agreement.
8. Governing Law. This Agreement will be governed by and
construed in accordance with the laws of Missouri, excluding its rules governing
conflict of laws. If any provision of this Agreement is not valid, it will not
affect other provisions and the parties agree that, if that invalidity reveals a
situation not provided for by this Agreement, they will jointly seek an
agreement having a valid legal and economic effect as similar as possible to the
ineffective provision and covering the scope of any missing provision in a
manner reasonably directed to the purpose of this Agreement.
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PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
9. Regulatory Changes. This Agreement shall at all times be
subject to such changes or modifications by the Public Utilities Commissions of
the states in which Services are offered as said Commissions may from time to
time direct in the exercise of their jurisdiction. The Company reserves the
right to amend or terminate this Agreement to conform it to any requirement of
applicable laws or regulations or to any requirement imposed by the a state's
Public Utilities Commission or the Federal Communications Commission in the
exercise of their jurisdiction over the Company, or to any requirement of the
United States Department of Justice or the state or federal courts in connection
with the Telecommunications Act of 1996. ASR shall have the right within thirty
days of receipt of notice of any amendments made pursuant to this Section XII to
terminate this Agreement.
10. Compliance with Laws. Each party will comply with any and all
applicable tariffs, rules and orders of judicial and regulatory bodies, and
local, state, and federal laws, including specifically, but not limited to,
laws, rules and orders relating to monitoring of employees' telephone
conversations with customers, and shall defend, indemnify and hold the other
party harmless from and against any and all loss, cost, damage or liability,
including but not limited to reasonable attorneys fees and costs, arising from
or in connection with any failure of the first party to so comply.
11. If any work to be performed by ASR under this Agreement is at
variance with any law, ordinance, order, regulation, or safety or health
standards, ASR shall properly notify the Company before performance of the work.
12. ASR expressly agrees not to discriminate against any employee
or applicant because of race, color, religion, age, sex, national origin or
physical handicap during the performance of this Agreement.
13. Modification. No modification or amendment of this Agreement
shall be valid or binding on the parties unless such modification or amendment
is made by the Company in accordance with Sections II(2) or XII hereof or is in
writing and duly executed by the authorized representative of each party.
14. Entire Agreement. This Agreement sets forth the entire
understanding and supersedes prior agreements between the parties relating to
the subject matter contained herein and merges all prior discussions between
them.
15. Counterpart. This document may be signed in counterpart by
each party.
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PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
IN WITNESS WHEREOF, the parties have executed this Agreement.
SBC Communications Inc Alloy LLC by Alloy Management Corp.,
its manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------- ------------------------------------
Title: Sr. EVP Title: Chief Operating Officer
--------------------- ------------------------------------
Date Signed: October 16, 2000 Date Signed: October 16, 2000
Page 12
PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
EXHIBIT A - CODE OF BUSINESS CONDUCT
Every ASR has the responsibility of dealing fairly towards Southwestern ▇▇▇▇'▇
customers, past and present, fellow ASRs and the general public.
Each ASR has the responsibility of adhering to generally accepted standards of
accuracy, truth and good taste at all times. No ASR shall represent conflicting
or competing interests, nor shall be placed in a position where the ASR's
interest is, or may be, in conflict with duty to the customer.
Each ASR shall safeguard the confidences of both present and former clients, and
shall not accept retainers which may involve the disclosure or use of these
confidences to the disadvantage or prejudice of such clients.
No ASR shall intentionally disseminate false or misleading information, and each
ASR is obligated to use as much care as is humanly possible to avoid
dissemination of false or misleading information.
No ASR shall intentionally injure the professional reputation or practice of
another ASR. However, if an ASR has evidence that another vendor has been guilty
of unethical, illegal or unfair practices, including practices in violation of
this Code, the ASR is obligated to present the information to the proper
authorities of SWBT for action in accordance with the terms and conditions set
forth in the applicable services agreement.
In performing services for a customer, no Authorized ASR shall accept fees,
commissions, or any other valuable consideration in connection with those
services from anyone other than the Company.
It is imperative that no ASR should be in conflict by retaining ownership in any
company selling or leasing telecommunications where such interest constitutes a
conflict of interest.
An ASR shall, as soon as possible, sever the relationship with any organization
when the ASR knows or should know that continued employment would require the
ASR to conduct itself contrary to the good conduct principles of this Code.
Each ASR's employees shall be treated as individuals with respect to their
dignity and recognition of their merit.
/s/ ▇.▇. ▇▇▇▇▇▇▇ 10/16/00
-------------------------- -------------------------------
Signature Date
PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
EXHIBIT B.1 - MARKET AREA
SWBT
The geographic market area, in which ASR is authorized to market, promote the
sale of, and be the procuring cause of orders for Services, is defined as
follows:
ARKANSAS
---------
KANSAS
---------
X MISSOURI
---------
OKLAHOMA
---------
X TEXAS
---------
PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
EXHIBIT ▇.▇ - ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ TELEPHONE
The geographic market area, in which ASR is authorized to market, promote the
sale of, and be the procuring cause of orders for Services, is defined as
follows:
X Southern New England Telephone Operating Area
-------
PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
EXHIBIT B.3 - MARKET AREA
PACIFIC ▇▇▇▇ TELEPHONE COMPANY, AMERITECH ILLINOIS, AMERITECH INDIANA, AMERITECH
MICHIGAN, AMERITECH OHIO, AMERITECH WISCONSIN, NEVADA ▇▇▇▇ TELEPHONE
The geographic market area, in which ASR is authorized to market, promote the
sale of, and be the procuring cause of orders for Services, is defined as
follows:
X Not Applicable
-------
PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
EXHIBIT C.1 - COMPENSATION
SWBT
SWBT will pay to SBCW on a monthly basis:
- Floor Space Use @ $20.00 sq. ft.
- l0l sq.ft St. Louis (South County)
- 73 sq. ft. Dallas (Frisco)
- Loaded Employee Salaries (Salary + Benefits)
- three employees St. Louis
- two employees Dallas
- Commissions paid to allocated employees
Monthly Total Less 25% for Wireless Allocated Costs & Charges from Total.
--------------------------------------------------------------------------------
BY WAY OF EXAMPLE:
Floor space charge $1460.00
2 employee base plus benefits 6182.00
2 employee's commissions/mo. 1610.30
Less 25% to SWBW ($2,313.08)
Invoice Total $6,939.23
Send Invoices to:
SBC Operations
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇-▇-▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
EXHIBIT C.2 - COMPENSATION
SOUTHERN NEW ENGLAND TELEPHONE COMPANY
(EFFECTIVE OCTOBER 1, 1999)
PRODUCT/SERVICE PAYOUT TO STORE ANNUAL QUOTA
INTERNET - UNLIMITED $10.00 To Be Determined
Caller ID with Name $10.00 To Be Determined
Total phone Package $10.00 To Be Determined
Call Waiting $ 2.50 To Be Determined
Voice Mail $10.00 To Be Determined
Intrastate Pic Change $ 5.00 To Be Determined
Interstate Pic Change $ 5.00 To Be Determined
Worldwide Solutions $ 5.00 To Be Determined
Wireline Set: up to $99 $ 5.00 To Be Determined
Wireline Set: $100 - $199 $10.00 To Be Determined
Wireline Set: $200 + $15.00 To Be Determined
PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
EXHIBIT C.3 - COMPENSATION
PACIFIC ▇▇▇▇ TELEPHONE COMPANY, AMERITECH ILLINOIS, AMERITECH INDIANA, AMERITECH
MICHIGAN, AMERITECH OHIO, AMERITECH WISCONSIN, NEVADA ▇▇▇▇ TELEPHONE
Not Applicable
PROPRIETARY AND CONFIDENTIAL INFORMATION
Not for use or disclosure outside Company and ASR
except under written agreement approved in writing by Company.
