Hewlett-Packard
Product Schedule Financing Agreement No. 27091A
& Payment Agreement - Page 1 of 2 ----------
Company Full Legal Name: Intercallnet Teleservices, Inc.
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Information: Street Address: 000 Xxxxx Xxxxx Xxxx 7
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City: Margate County: Broward
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State: Florida Zip Code: 33068
Please use the full legal ------- -----
Name on your company Federal Tax I.D.#:
Tax Status Contact: Xxxx Xxxxxxx Phone:
(attach documentation ------------
if applicable [X] Taxable [ ] Direct Pay Permit [ ] Tax Exempt
Sales/Use tax [X] Paid Upfront [ ] Billed Upfront (financed) [ ] Billed with each payment
Personal property tax [ ] Include in rate [ ] Xxxx as additional [ ] Lessee pays directly
[ ] Lessee is exempt
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Product Location Street Address: Same as Above
(if other than above) City County:
State: Zip Code:
Billing Address Street Address: Same as Above
(if other than above) City: County:
State: Zip Code:
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The section below is to be completed by your HP Sales team.
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Our agreement [ ] Master Lease #
Includes: [ ] First Year Support Coverage [ ] Multi Year Support Coverage
The items checked are [X] Early Buyout Schedule dated 7/20/00 [X] Addendum
incorporated and by this [X] Financing Agreement [ ] ______________________
reference made a part of this [X] Delivery & Acceptance [ ] ______________________
agreement
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The product Please reference the attached quotation from
Schedule: the Minion Group The product Schedule:
Total tax to be billed upfront is *CONFIDENTIAL TREATMENT REQUESTED
Please attach Equipment *CONFIDENTIAL TREATMENT REQUESTED*
Quote or complete this
Schedule.
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Lease payments Term Number of Payments Payment Frequency Payment Amount
(in months)
*CONFIDENTIAL TREATMENT REQUESTED*
MATERIAL FILED SEPARATELY
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Hewlett-Packard Financing Agreement No. 27091A
Product Schedule --------------------
& Payment Agreement - Page 2 of 2
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This Agreement HP Lease HP Installment ________________
Is for an: HP Rental HP Easy Rent ________________
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1. Non-Cancelable: THIS AGREEMENT CANNOT BE CANCELLED OR TERMINATED EXCEPT AS
EXPRESSLY PROVIDED FOR HEREIN.
2. Term: The term of this Schedule and Agreement for each Product covered
hereunder shall commence upon the date * months following the "Rent
Commencement Date" as defined in paragraph 2 of the Financing Agreement, or
on the expiration of any applicable renewal period. However, if Lessee has
executed this Schedule and the Product ordered has been delivered prior to
Lessor's execution thereof, the term of this Schedule and Agreement shall
be effective on the date of execution by Lessee.
3. Interest: (Applicable only to Installment sales and leases with $1.00
buyout options) The interest to be paid under this Schedule and Payment
Agreement is
*CONFIDENTIAL TREATMENT REQUESTED*
4. Purchase, Renewal, Return Options: Provided that no event of default has
occurred and is continuing to occur at the end of the initial
non-cancelable lease term or subsequent renewal term, Lessee shall have the
option to exercise the following options by providing Lessor with at least
sixty (60) days prior written notice of its intent to:
(i) Purchase all or some of the Product covered by this Agreement for:
(CHECK ONE)
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[ ] The then fair market value of each Product to be purchased. Lessor will
advise applicalbe Fair Market Value for each Product to be purchased
OR
[ ] One Dollar ($.00) for each Product (available only for State and Local
Government Leases or with special approval);
OR
[ ] fixed Purchase Option of 0.00% of the original amount to finance of the
Product to be purchased (less discounts if applicable) plus any accrued
late charges and taxes applicable to gthe transfer of this Product.
(ii) Except for HP ChannelRent and EasyRent, renew all or some of the
Equipment covered by this Agreement for all additional non-cancellable
period of twelve (12) months for the:
Net Price of Equipment to be Renewed X Original
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Total Net Price of Equipment Monthly x75%
Payment
(iii) renew all or some of the Product covered by this Agreement on a
month-to-month basis for the:
Net Price of Equipment to be Renewed X Original
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Total Net Price of Equipment Monthly
Payment
(iv) return in accordance with the referenced Financing Agreement any
Product covered by this Schedule that is not purchased or renewed.
If Lessee fails to notify Lessor of its intentions at least 60 (60) days prior
to the expiration of this Schedule, it is agreed that Lessee shall renew all of
the Product covered hereunder hereunder in accordance with option (iii) above.
During the renewal period, Lessee may purchase all or some of the Product
covered hereunder for the price computed in accordance with option (i) above by
providing Lessor with sixty (60) days prior written notice.
If Lessee has selected a fixed-price purchase option, during the renewal period,
such purchase option shall be re-determined based on the total lease term.
IF LESSEE EXERCISES ITS OPTION TO PURCHASE THE PRODUCT, IT IS SOLD IN IT'S THEN
`AS IS' CONDITION AT ITS LOCATION
5. Early Buyout Option: At its option beginning with the fourth (4th) month
following the Rent Commencement Date, Lessee may purchase all of the
Product in its then "as is" condition at its location when the option is
exercised. Except for lease with Fair Market Value purchase options, the
purchase price shall be determined from the referenced Early Buyout
Schedule. The early buyout purchase price for leases with Fair Market Value
purchase options shall be such that Lessor's projected yield from the lease
shall be preserved.
6. Product Upgrade/Add-On: At its option but subject to Lessor's prior
consent, Lessee may enhance or upgrade those items covered under this
Schedule by leasing additional or upgrade Product on a then currently
marketed Lessor upgrade program. Such additional or upgrade equipment shall
be scheduled on a new Product Schedule and Payment Agreement.
7. Upgrade Credit: If this Schedule reflects an upgrade credit for Product to
be returned by Lessee, Lessee agrees to return such Equipment within thirty
(30) days of delivery and acceptance of the new Product acquired hereunder
to Lessor's remarketing facility.
By execution hereof, the signer certifies that s/he has read this agreement and
that s/he is duly authorized to execute this agreement on behalf of Lessee.
8. Financing Statement: Lessee hereby nominates and appoints Lessor as its
attorney-in-fact for the sole purpose of executing on Lessee's behalf
financing statements (and any appropriate amendments thereto) under the
provision the Uniform Commercial Code for protective purposes.
Lesssor: Hewlett-Packard Company
By:
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Authorized Signature
Name:
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Title: Date:
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Lessee: Intercallnet Teleservices, Inc.
By: /s/ Xxxx Xxxxxxx
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Authorized Signature
Name: Xxxx Xxxxxxx
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Title: COO Date: 8/2/2000
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(second lessee authorization, if needed:
By:
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Authorized Signature
Name:
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Title: Date:
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Hewlett-Packard
CERTIFICATE OF DELIVERY & ACCEPTANCE Financing Agreement No. 27091A
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The Undersigned Lessee hereby certifies as follows:
(i) that all Product described in the referenced Financing Agreement
provided
by The Minion Group ("Vendor"
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has been delivered to and has been received by the Lessee;
(ii) that all installation, if applicable, or other work necessary prior
to the use of the Product, as mutually agreed upon, has been
completed;
(iii) that the Product ahs been examined by Lessee and is in good operating
order and condition; and
(iv) the Product is accepted by the Lessee under the Financing Agreement.
In the event the Product fails to perform as expected or represented, Lessee
will honor the Financing Agreement and continue to remit scheduled payments.
Lessee will look solely to Vendor for the performance of all covenants and
warranties. By execution hereof, the signer certifies that s/he has read this
Certificate and that s/he is duly authorized to execute this Certificate on
behalf of Lessee.
Lessee: Intercallnet Teleservices, Inc.
By: /s/ Xxxx Xxxxxxx
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Authorized Signature
Name: Xxxx Xxxxxxx
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Title: COO Date: 8/21/2000
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This Certificate of Delivery and Acceptance must be signed by Lessee and
received by Lessor prior to payment of Vendor's invoice. Do not sign this
certificate until all of the product has been delivered, installed and accepted.
Hewlett-Packard
Financing Agreement Page 1 of 2 Financing Agreement No.
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Xxxxxx xxxxx agrees to finance for Lessee and Lessee hereby agrees to finance
with Lessor, subject to the terms of this Financing Agreement ("Agreement"), the
personal property together with all attachments, replacements, parts,
substitutions, additions, software licenses, repairs, support, consulting, and
accessories incorporated/affixed, whether or not provided by Hewlett-Packard
("Product") described in any Lessor Proeuct Schedule ("Schedule") executed by
the parties pursuant to this Agreement.
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1. Non-Cancelable
This Agreement shall be effective as of the date of execution by both parties.
THIS AGREEMENT AND ANY SCHEDULES EXECUTED HEREUNDER CANNOT BE CANCELLED OR
TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN.
2. Rent; Acceptance of Product
Lessee shall pay to Lessor for use of the Product during the initial and any
renewal term of any Schedule, the payment amount specified on said Schedule
("Rent"). Lessee's acceptance will be presumed unless Lessee demonstrates within
14 days after delivery that the Product is not acceptable. Lessor reserves the
right to charge interest on any balance which exceeds 30 days past due. Rent
shall begin to accrue upon delivery and acceptance of Product ("Rent
Commencement Date"). Rent shall accrue whether or not Lessee has received notice
that such payment is due.
3. Taxes; Insurance
Lessee agrees to pay Lessor, when due, all license fees, assessments, sales,
use, personal property, excise, and other taxes except for taxes based on
Lessor's income, now or hereafter imposed on the Product or the possession,
operation or use thereof. Lessee shall obtain and maintain liability insurance
and insurance against loss or damage to the Product. Upon request, Lessee shall
furnish to Lessor a Certificate of Insurance or other evidence of insurance
coverage.
4. Loss or Damage
Lessee shall bear the entire risk of loss or damage to the Product from any
cause whatsoever from the date of delivery until it is returned and received by
Lessor. Lessee shall promptly notify Lessor of any loss or damage. No loss or
damage shall relieve Lessee of the obligation to pay Rent or perform any other
obligation hereunder. In theevent of loss or damage, Lessee, at Lessor's option,
shall either place the Product in good condition and repair or pay Lessor the
buyout option pricew set out in the applicable Schedule.
5. Intellectual
Property Rights Unless otherwise stated in writing by Lessor, Lessor copyrighted
material (software and printed documentation) may not be copied except for
archival purposes, to replace a defective copy or for program error
verification. If Lessor's software license is included in Product, then Lessor's
standard software terms shall apply. Lessor will defend or settle any claim
against Lessee that an HP Product or Support delivered under this Agreement
infringes a patent, utility model, industrial design, copyright, mask work or
trademark in the country where Lessee uses the HP Product or receives Support,
provided Lessee: (i) promptly notifies Lessor in writing of the claim; and (ii)
cooperates with Lessor in, and grants Lessor sole authority to control the
defense and any related settlement. Lessor will pay the cost of such defense and
settlement and any costs and damages finally awarded by a court against Lessee.
If such a claim is made, Lessor may procure the right for Lessee to continue
using the HP Product, may modify the Product or replace it. If use of the HP
Product is enjoined by a court and Lessor determines that none of these
alternatives is reasonably available, Lessor will take back the HP Product and
refund its depreciated value if a purchase option has been exercised. Lessor has
no obligation fore any claim of infringement arising from: (i) Lessor's
compliance with any designs, specifications or instructions of Lessee; (ii)
modification of the HP Product by Lessee or a third party; (iii) use of the HP
Product in a way not specified by Lessor; or (iv) use of the HP Product with
Non-HP products not supplied by Lessor. These terms state the entire liability
of Lessor for claims of infringement.
6. Identification; Personal Property
If Lessee is in compliance with the terms of this Agrement and applicable
Schedules, Lessee shall have quiet enjoyment of the Product. No other right,
title or interest shall pass to Lessee. Lessor, at its own expense, may require
markings to be affixed to or placed on the Product to give notice of Lessor's
ownership thereof. Both parties hereby confirm their intent that the Product
shall always remain and be deemed personal property even though said Product may
hereafter become attached or affixed to real property.
7. Use; Relocation; Assignment
Lessee will operate the Product in accordance with manufacturer's manuals and
instructions, by competent and duly qualified personnel only, in accordance with
applicable governmental regulations, if any, and for business, medical,
scientific, or commercial purposes only, and not for personal use. Lessee agrees
not to sell, assign, sublet, hypothecate or otherwise encumber or suffer a lien
upon or against any interest in this Agreement, any Schedule hereunder, or the
Product. Lessee agrees not to alter the Product or remove the Product from its
original location without Lessor's prior written consent. Relocation by Lessor's
support personnel shall not constitute Lessor's consent.
8. Support; Repairs
Assignmentf Lessee finances Support provided by Lessor the term of the financed
support is non-cancellable. Lessee acknowledges that the finance period and
Support period may not correspond. If no order for Support is made, Lessee, at
its own costs and expense, shall keep the Product in good repair, condition and
working order.
9. Warranty
For HP Product, Lessee shall have the benefit of applicable manufacturer's
warranties which are normally furnished to purchasers of identical product
manufactured by HP. THIS WARRANTY IS EXCLUSIVE AND NO OTHER WARRANTY, WHETHER
WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. LESSOR SPECIFICALLY DISCLAIMS THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. Non-HP Product, Non-HP Vendor
Lessee acknowledges that it has selected the Vendor and Product supplied by
Vendor. LESSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED WHATSOEVER WITH RESPECT TO
VENDOR'S PRODUCT, AND AS TO LESSOR, LESSEE ACQUIRES THE PRODUCT "AS IS". If
Vendor's Product is unsatisfactory for any reason, Lessee shall make any claim
on account thereof solely against Vendor and shall, nevertheless, pa Lessor all
payments due under the Agreement. It is Lessee's sole responsibility to acquire
updates or other necessary documentation to Vendor's Product. If Lessee should
forfeit any rights granted to Lessee, or if Vendor terminates any rights granted
to Lessee, payment shall continue uninterrupted to Lessor. Lessee agrees that it
will not assert any defenses, deduction, abatement, counterclaim or set-off
against Lessor. Lessee understands and agrees that neither Vendor nor any
employee, agent, or representative of Vendor is an agent of Lessor. No agent of
Vendor Is authorized to waive or alter any terms or conditions of this
Agreement, and no representations as to the vendor's Product or any other matter
by Vendor shall in any way affect Lessee's obligations under this Agreement/
11. Return of Product
Upon expiration or termination, Lessee, at its own risk and expense, shall have
the product packed for shipment in accordance with manufacturer's specifications
and shall immediately return the Product to Lessor in the same condition as when
delivered, ordinary wear and tear excepted, freight prepaid and insured, to
Lessor's remarketing facility.
12. Limitation of Liability
Lessor will be liable for damage to tangible property per incident up to the
greater of $300,00 or the actual charges paid to Lessor for the Product that is
the subject of the claim, and for damages for bodily injury or death, to the
extent that all such damages are determined by a court of competent jurisdiction
to have been directly caused by a defective Product financed hereunder. Lessor
will not be liable for performance delays or for non-performance, due to causes
beyond its reasonable control. For any material breach of Support services by
HP, Lessee's remedy and Lessor's liability will be limited to a refund of the
related Support charges paid during the period of breach, up to a maximum of 12
months. THE REMEDIES PROVIDED XXXXX ARE LESSEEE'S SOLE AND EXCLUSIVE REMEDIES.
IN NO EVENT SHALL LESSOR BE LIABLE FOR LOSSOF DATA OR FOR DIRECT, INDIRECT
SPECIAL, INCICETAL, CONSEQUENTIAL (INCLUDING LOST PROFIT), OR OTHER DAMAGE
WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY.
13. Events of Default: Remedies
If Lessee fails to pay Rent when due and fails to cure such breach within ten
(10) days of notice of same, or in the event of any other breach of this
Agreement, any Schedule hereunder, or any other Agreement between the parties
hereto, or if any credit or other information submitted to Lessor is false or
misleading in any material respect, or in the event of any act of insolvency or
bankruptcy by or against Lessee, Lessor may, at its option, exercise any one or
more of the following remedies: (i) declare all sums due and to become due as
immediately due and payable; (ii) enter upon the premises where the Product is
located and take immediate possession of and remove the same; (iii) sell any or
all of the Product at public or private sale or otherwise dispose of, hold, use
or lease to others said Product; (iv) exercise any other right or remedy which
may be available to Lessor under applicable law, including the right to recover
damages for the breach hereof.. No remedy referred to herein is intended to be
exclusive but each shall be cumulative and in addition to any of the remedies
referred to above or otherwise available to Lessor at law or in equity. No
express or implied waiver by Lessor of any other default or a waiver of any of
Lessor's rights. If any action is brought by either party to enforce this
Agreement or to protect its interest in the product, the losing party agrees to
pay the costs thereof including reasonable attorneys' fees and other costs of
collection.
14. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of California. Nothing herein shall be deemed to preclude or prevent
Lessor from bringing any action or claim to enforce the provisions of this
Agreement in any appropriate state or forum.
15. Financing Statements
Lessee hereby grants and Lessor reserves a Purchase Money Security Interest in
the product financed hereunder and any proceeds thereof. Lessee hereby nominates
and appoints Lessor as its attorney-in-fact for the sole purpose of executing on
Lessee's behalf financing statements (and any appropriate amendments thereto)
under the provisions of the Uniform commercial code for protective purposes,
related to this Agreement and any Schedule hereunder.
16. Miscellaneous
(a) This Agreement, together with any Schedules hereunder, and any
referenced addenda, exhibits or attachments shall constitute the
entire understanding between the parties and supersedes any previous
communications, representations, or agreements, whether oral or
written; (b) any notice or demands made hereunder shall be in writing
and by regular mail or facsimile; (c) No change or modification of any
term or condition hereof shall be valid unless made in writing and
signed by an authorized representative of each party; (d) Any
provision of this Agreement which is unenforceable in any jurisdiction
shall as to that jurisdiction only be ineffective to the extent of
such unenforceability without invalidating the remaining provisions
hereof.
By execution hereof, the signer on behalf of Lessee hereby certifies that s/he
has read this Agreement and the referenced Exhibits, and that s/he is duly
authorized by Lessee to execute this Agreement.
Lessor: Hewlett-Packard Company Lessee: Intercallnet
Teleservices, Inc.
By By /s/ Xxxx Xxxxxxx
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Authorized signature Authorized signature
Name Name Xxxx Xxxxxxx
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Title Date Title COO Date 8/21/2000
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Customer: Intercallnet Teleservices, Inc. TODAY'S DATE: 20-Jul-00
AGREEMENT NUMBER: 27091A PAYMENTS ARE IN ADVANCE
CONTRACT TYPE: 4020 - Installment PPT NOT INCLUDED IN RATE
Periodic Rate Factor: 0.000% of the balance to finance each period beginning in month 1
Periodic Rate Factor: * of the balance to finance each period beginning in month 7
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Buyout is n/a after month 1 Buyout is n/a after month 2
Buyout is * after month 3 Buyout is * after month 4
Buyout is * after month 5 Buyout is * after month 6
Buyout is * after month 7 Buyout is * after month 8
Buyout is * after month 9 Buyout is * after month 10
Buyout is * after month 11 Buyout is * after month 12
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Buyout is * after month 13 Buyout is * after month 14
Buyout is * after month 15 Buyout is * after month 16
Buyout is * after month 17 Buyout is * after month 18
Buyout is * after month 19 Buyout is * after month 20
Buyout is * after month 21 Buyout is * after month 22
Buyout is * after month 23 Buyout is * after month 24
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*CONFIDENTIAL TREATMENT REQUESTED*
MATERIAL FILED SEPARATELY
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THE ABOVE BUYOUT PERCENTAGES ARE PREDICATED UPON THE FOLLOWING ASSUMPTIONS:
o That all rents due are current. The buyout percentage does not include
open invoices.
o That no event of default has occurred and is continuing at the time
the buyout is quoted.
o The above percentage apply to the amount financed only and do not
include applicable taxes (if any).
o The above percentages include Personal Property Tax Recapture (if
applicable) and a processing fee.
Hewlett-Packard and Intercallnet Teleservices, Inc.
Customer Reference Program Agreement
For: Intercallnet Teleservices a/k/a Help Me Now Project/Solution
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The communication options listed below vary in the degree of your participation.
For example, choosing to participate in an industry analyst phone interview
requires a short phone conversation for information on project. Of course, any
of the options you choose to participate in will be carefully coordinated by HP
and based on your pre-set conditions such as you availability or confidentiality
of certain details.
Please initial those options in which you agree to participate, and indicate
your conditions if any. We will inform you of any applicable customer reference
opportunities. This is not a binding contractual agreement, but a statement of
your interest to participate in one or more of the program activities listed.
You and your company maintain the right to accept or decline any request and opt
out of the program at any time.
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Your Communication Format/End Result Comments
Approval Options
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PC HP Internal Reference of your organization and sales process in an
Documents article for internal use only via HP's internal web site.
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PC HP Reference of your organization name only
Client List on a slide or a list for internal & external
use by HP.
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PC Why HP? Be willing to discuss why you chose HP over others.
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PC Success Story 1-4 overhead slides used primarily in customer
Presentation Slide presentations. States organization, industry challenge,
solution, and results.
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PC Case Study 2 to 8-page case study with above plus photos,
logo, and schematics. (May or may not be printed.)
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PC Internet Access Allow pre-approved deliverable to be accessible to users
of the Internet, via the HP's Home Page(xxxx://xxx.xx.xxx)
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PC Quotations Pre-approved quotes placed in articles or other literature.
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PC Audioconference 30 min. - 1 hr. dial-in or web cast audioconference
describing project and Q&A.
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PC E-mail response Respond within 30 days to questions regarding
your project and HP experience sent via
e-mail/Internet.
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PC Reference telephone Executive customers evaluating HP solutions would contact
Calls you for more information about the project by telephone
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PC Reference site visit Executive customers evaluating HP solutions would be
visiting your site.
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PC Industry Analyst Interview with key industry analyst(s) evaluating HP
Activities solutions which could result in a report written with some
reference to your conversation
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PC Press Relations HP to work with the customer to develop a plan to
Activities publicize the story in key business or trade publication(s)
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PC Speaking Your involvement consists of giving a presentation at
Engagement industry conferences, trade shows or seminars.
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PC Video interview A camera crew and interviewer would visit your site, interview
your spokesperson, and possibly capture footage of your
business in action.
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PC Reference Printed ad about HP solutions wit a quote, photo, and/or
Advertisement your company name endorsement
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I, the undersigned, have full authority to execute this release on behalf of
myself and of (insert customer name). I hereby agree to participate in the
Hewlett- Packard Customer Reference Program.
Signature: /s/ Xxxx Xxxxxxx Date: 8/2/2000
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Print Name Title: Xxxx Xxxxxxx, COO E-mail: xxxxxxxxxxxx@xxxxxxxxxx.xxx
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Mailing Address: 000 X. Xxxxx Xxxx 0, Xxxxxxx, XX
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Phone: 000-000-0000 Fax: 000-000-0000
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Hewlett-Packard and Intercallnet Teleservices, Inc.
Customer Reference Program Agreement
For: _______________________Project/Solution
Please Choose the level in which you agree to participate, and
indicate your conditions if any.
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Communication Option Bronze Silver Gold
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1 Hp Internal documents X X X
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2 Hp client list X X X
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3 Why HP X X X
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4 Success story presentation slide X X X
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5 Case study X X X
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6 Internet access X X X
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7 Audio conference X X X
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8 E-mailed replies to inquiries X X X
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9 Reference telephone calls X X
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10 Reference site visit X X
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11 Industry Analyst activities X X
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12 Press Relations activities X X
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14 Speaking engagement X
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15 Video interview Video interview X
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16 Reference Advertisement X
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17 Other testimonial X
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The level I am willing to participate in is: __ Bronze, ___ Silver, ____ Gold.
Signature: /s/ Xxxx Xxxxxxx Date: 8/2/2000
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Print Name Title: Xxxx Xxxxxxx, COO E-mail: xxxxxxxxxxxx@xxxxxxxxxx.xxx
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Mailing Address: ________________________________________________________
________________________ Phone: ____________________ Fax: __________________
Please FAX this form to: Xxxxx X. Xxxxx at + 0 (000) 000-0000 (Voice: 447-5270)
PRODUCT LIST
* CONFIDENTIAL TREATMENT REQUESTED*
MATERIAL FILED SEPARATELY
8 PAGES OMITTED
