Exhibit 10.12
MASTER SERVICE AGREEMENT
This Master Service Agreement ("MSA") is effective this 15 day of October, 2005,
"Effective Date"), by and between Westar Satellite Services LP located at 000
Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxx 00000, a Delaware limited partnership ("Westar"
or "Company"), and Urban Television Network Corporation, located at 0000 X.
Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 a Texas Corporation ("Customer").
1. Service Description. The Company will provide and maintain the services as
described in the Service Agreement of this MSA or as further described in an
ddendum or exhibit to this Agreement to the Customer for the Term designated in
the Service Agreement ("the Services"). All Services shall be provided according
to the terms and conditions of this MSA and as specified in an accepted order
for Services placed by Customer contemporaneously herewith or, subsequent hereto
or in contemplation hereof ("Service Agreement(s)"). This MSA, together with the
Service Agreement and all schedules, exhibits, appendices and attachments
(collectively, the "Agreement") constitutes the entire agreement between the
Parties, and shall be deemed one integrated agreement, and not as separate,
severable contracts. All Services are subject to availability and the approval
of the Customer's credit by the Company.
2. Prices. Prices for the Services are set forth in the Service Agreement.
Customer shall pay the Company for each of the charges set forth in the Service
Agreement when due, in United States Dollars in immediately available funds.
Prices shall be subject to annual increase on the annual anniversary date
pursuant to the percentage increase in the Consumer Price Index as published for
all urban consumers ("CPI-U All Items") published by the U.S. Department of
Labor, Bureau of Labor Statistics, for the prior month of the annual anniversary
date or the published month prior to the anniversary date and in no event less
than zero (0%) percent.
3. Term. The term of this MSA shall commence on the Effective date of this
Agreement and shall terminate three (3) years thereafter ("Term"). The term for
the Services as described in a Service Agreement shall be as indicated on the
Service Agreement ("Service Term"). Unless provided otherwise in this MSA or the
Service Agreement, if, as of the expiration of the Term or Service Term, the
parties have not agreed to an extension of this Agreement nor to a superseding
agreement, then the Term and Service Term, as applicable, shall automatically
renew for successive one (1) year periods (each, an "Extension Term"), unless
terminated by either Party upon notice to the other not less than ninety (90)
days prior to the expiration of the initial Term or the then- urrent Extension
Term Notwithstanding the foregoing, the terms and conditions of this MSA are an
integral part of each Service Agreement and shall continue to apply to and
govern any Service provided pursuant to such Service Agreement so long as that
particular Service Agreement remains in effect. Specifically, the expiration or
termination of this MSA shall not cause the termination of any Service
Agreement. Service Agreements shall remain in effect during the Service Term,
and may expire or be terminated as provided elsewhere in this MSA or in the
particular Service Agreement. The Company shall have the right (reserving all
other remedies and rights whatsoever) to cancel Services, with advance notice,
unless specifically provided for herein, for Customer's violation of this
Agreement.
4. Technical Parameters/Performance Standards. Services will be provided
pursuant to the standards and technical parameters set forth in the Service
Agreement - Technical Parameters, if any, and if no such standards and
parameters are set forth in the Service Agreement, Company will provide the
Services pursuant to reasonable and customary standards consistent with past
practices. Customer must comply with the minimum technical parameters and use
restrictions as determined by the Company and set forth in the Service
Agreement, and with all applicable rules, regulations and policies of the
satellite operator providing space segment used by the Customer, at all times
during the service period, unless otherwise instructed by authorized Company
personnel in writing. The Company reserves the right to utilize any of its
teleport antenna locations in order to fulfill its provision of the Services. In
addition, for all services which include the use of satellite space segment
provided by Company, Company reserves the right to (i) change the frequencies of
said service at any time during the term of the Agreement as required by either
the satellite operator or Company, and to (ii) transfer such services to another
satellite, provided Customer shall experience no significant interruption in
service and such replacement satellite provides performance standards and
technical parameters substantially equivalent to the initial satellite.
5. Service Changes. In the event that Customer requests of the Company that it
make changes in its wiring and/or terminating equipment, or changes in its
satellite frequency, or makes any other alternation so as to require a redesign
of the Service, and the Company agrees to such service changes, Customer shall
pay all costs and expenses incurred by Company for the change in Service.
6. Service Interruptions and Failures.
(A) Customer acknowledges the possibility of an unscheduled, continuous and/or
interrupted period of time when the Services fail or are unavailable ("Outage").
In the event that an Outage occurs (i) as a result of Customer-provided wiring
or equipment; provided, that, such failure is not caused by the negligence or
willful misconduct of Company; (ii) due to equipment or wiring that has been
subjected to Customer's, or any other third party's, misuse, neglect, accident,
unauthorized modification, or to uses in violation of instructions furnished by
Company, a manufacturer or facilities provider (such as a fiber optic or
satellite space provider); or (iii) due to equipment in which the serial number
has been removed or altered, then Company shall have no liability to Customer
for such Outage.
(B) A credit shall be applied when an Outage occurs or Service does not meet
performance standards for any period lasting one-half (1/2) hour or more
consecutive hours when such interruption meets the following conditions: no
credit will be applied if the interruption is caused by (i) the negligence of
Customer; (ii) the failure of facilities or equipment provided by Customer or
other third party; (iii) Company's inability to gain access to Customer's
equipment and facilities; or (iv) Customer's failure to release the Service,
when requested by Company, to perform testing and maintenance; or (v) an event
of Force Majeure (as hereinafter defined) suspending Company's future
performance obligations as provided in this Agreement ("Outage Credit").
(C) The amount of the Outage Credit shall be equal to the pro-rata monthly
recurring charges due for that portion of the service during which a confirmed
outage has occurred after the initial one-half (1/2) hour. Outages can be
confirmed only by a Company employee authorized to make that determination and
will be calculated in one-half (1/2) hour increments, or major fraction thereof,
of the interruption. An Outage shall begin upon the earlier of Company's actual
knowledge of the Outage or Company's receipt of notice from the Customer of the
Outage and ends when Company notifies Customer or Customer has actual knowledge
that the Service has been restored; provided, however, that any period during
which Customer uses the applicable Service shall not count toward the duration
of the Outage. Outage Credits against Customer's monthly recurring charges will
be applied no later than two (2) months from the date of the Company's receipt
of Customer's written request for an Outage Credit for an Outage confirmed by
Company. If Company does not receive Customer's written request for an Outage
Credit within thirty (30) days of the Outage, Customer shall be deemed to waive
its right to the Outage Credit.
(D) If, as a result of Company's fault, the Service to Customer is interrupted
and Company does not restore such service within seven business days of
receiving written notice of the service Outage from Customer, then Customer
shall be allowed to terminate this Agreement without incurring the Early
Termination Liability set forth in Section 7 below.
6. Early Termination Liability. In the event that Customer terminates Service
prior to the expiration of the Term specified on the appropriate Service
Agreement or other request for Service other than for cause, or in the event
that Company terminates this Agreement as a result of Customer's failure to
abide by the terms and conditions herein, Customer shall pay a termination
charge equal to 100% of the monthly charges multiplied by the number of months
remaining on the Term of the Service Agreement or any additional requests for
Service, as applicable.
8. Warranties and Limitation of Liability. COMPANY MAKES NO WARRANTIES, EXPRESS
OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, FITNESS
FOR A PARTICULAR PURPOSE OR USE. IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER
OR ANY OTHER PARTY FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE OR SIMILAR
DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF USE, PROFITS, REVENUE OR
GOODWILL. COMPANY SHALL NOT BE LIABLE FOR FAILURE OF PERFORMANCE HEREUNDER DUE
TO FORCE MAJEURE (AS HEREINAFTER DEFINED). COMPANY'S LIABILITY FOR ANY AND ALL
CAUSES AND CLAIMS WHETHER BASED IN CONTRACT, WARRANTY, NEGLIGENCE OR OTHERWISE
SHALL IN NO EVENT EXCEED (1) AN AMOUNT EQUIVALENT TO THE PROPORTIONATE CHARGE BY
COMPANY TO CUSTOMER FOR THE PERIOD OF SERVICE AFFECTED, (2), IF APPLICABLE, THE
REPLACEMENT VALUE OF ANY CUSTOMER EQUIPMENT WHICH IS LOST OR DAMAGED AS A RESULT
OF COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR THE TOTAL AMOUNT PAID BY
CUSTOMER TO THE COMPANY DURING THE PREVIOUS (3) MONTHS FOR THE SERVICES,
WHICHEVER IS LESS. CUSTOMER'S SOLE REMEDY FOR THE FAILURE OR NON-PERFORMANCE OF
THE COMPANY SHALL BE TO RECEIVE CREDITS AS SET FORTH IN THIS AGREEMENT. In
addition, without limiting the generality of the foregoing, Customer
acknowledges and agrees that it shall have no right of recovery for the
satisfaction of any cause whatsoever, arising out of or relating to this MSA,
against (a) any parent company of Westar or any of its affiliated or related
companies (collectively a Westar Company), (b) any supplier of services or
equipment necessary for the provision of the Service to Customer in any
circumstance in which Company would be obligated to indemnify the supplier, or
(c) any officer, director, employee, agent, partner or shareholder of Westar, or
any Westar Company or supplier. Customer acknowledges and accepts the
reasonableness of the disclaimers and limitation of liability set forth herein.
9. Force Majeure. Any failure or delay in the performance by Company of its
obligations hereunder shall not be a breach of this Agreement and shall not
constitute a failure for purposes of determining whether a confirmed Outage has
occurred, if such failure results from causes or circumstances beyond Company's
reasonable control including, without limitation, any act of God, governmental
action, strikes, labor disputes, civil disorder, sun caused outage, service
affecting atmospheric or extraordinary weather conditions, flood or explosion,
failure of the network, any act or omission of any other company or carrier
furnishing service, facilities or equipment ("Force Majeure").
10. Indemnification.
(A) Customer shall indemnify and hold harmless Company, its agents, employees
and contractors from and against any and all claims, liability, damage, loss or
expense (including reasonable attorney's fees and costs) for injury or death to
persons or damage to property, either real or personal, arising out of the
negligent or intentional acts or omissions of Customer, its agents, employees or
contractors. Customer shall also indemnify and hold harmless Company, its
agents, employees and contractors from and against any and all liability,
damage, loss, or expense incurred by Company as a result of Customer's improper
use or operation of the satellite or other network facilities; such liability
shall include, but not limited to be, any liquidated damage penalty Company is
required to pay the owner or operators of the satellite as a result of
Customer's improper use of the satellite or transponder or other network
facilities.
(B) Customer shall defend, hold harmless and indemnify Company from and against
any claims, liabilities, losses, costs, fines, penalties or damages, including
without limitation reasonable attorney's fees and costs, arising out of, or
directly or indirectly related to, any transmission or the material contained in
any transmission by Customer that is libelous, slanderous, an infringement of
any copyright, or which is so alleged, or which is or alleged to be otherwise
illegal or improper.
(C) Customer shall be responsible for obtaining United States or foreign
authorizations, permits, and licenses required by any governmental entity or
authority in connection with Customer's transmission. Customer shall defend,
indemnify and hold harmless Company from and against any claims, liabilities,
losses, costs, fines, penalties, or damages, including without limitation
reasonable attorney's fees and costs, arising out of Customer's failure to
obtain or maintain any such authorizations, permits, or licenses, or if
Customer's performance hereunder is impaired by any governmental action,
regardless of the Customer's fault or absence thereof.
11. Payment Terms.
(A) Customer will be billed monthly in U.S. dollars for the Service provided
including all applicable taxes, franchise fees, right-of-way fees and right of
entry fees, if any. Payment is due in advance on the first day of the month for
that month of service, without offset, deduction or withholding (except as
provided for in paragraph 12 below) ("Due Date"). All payments shall be deemed
to be made only upon Company's receipt of collected funds. Balances which remain
unpaid thirty (30) days after the Due Date shall be subject to late charges of
one and one-half (1.5%) percent per month, or the maximum rate as allowed by
law, whichever is less ("Late Fee"), from the Due Date until Company's receipt
of collected funds. Customer acknowledges that such charges and Late Fees are
reasonable under al the circumstances as of the Execution Date. Restrictive
endorsements or statements on checks accepted by the Company will not be binding
on the Company. Customer agrees to pay all costs and expenses, including without
limitation reasonable attorney's fees and costs, incurred by Company in
collecting past due balances.
(B) Billing for Service will commence upon the earlier of (i) the start date of
the Term set forth in the Service Agreement, or (ii) twenty-four (24) hours
after the Company makes Service available to Customer, regardless of acceptance
by Customer or Customer's interexchange carrier.
12. Billing Disputes. Unless written notice of a dispute as to the charges for
the Service rendered is received by Company within ten (10) business days after
the Company's rendering of a written statement for charges due ("Statement
date"), such statement shall be deemed to be correct and payable in full by
Customer. Detailed information regarding any dispute shall be provided by
Customer upon request of Company. Customer agrees to cooperate with Company in
any investigation of disputed matters. Upon disputing any charges, Customer
shall: (i) pay all undisputed charges; (ii) present to Company within ten (10)
days a written statement of amounts disputed in good faith in reasonable detail
with supporting documentation; and (iii) negotiate in food faith to resolve any
bona fide dispute within sixty (60) days from the Customer's notice of dispute.
Disputed charges resolved in favor of Company, with a Late Fee, are due and
payable within ten (10) days of Company's written notice denying the dispute,
which shall be the Due Date for such payment. Disputed charged resolved in favor
of Customer will be credited to Customer on the following month's billing cycle
and no Late Fees shall apply.
13. Credit Default. A "Credit Default" shall occur (i) if Customer fails to make
full and timely payment for all amounts due (subject to paragraph (A) hereof
governing billing disputes) and/or (ii) if Customer fails to comply with a
request for security or assurance as provided in paragraph 15 hereof and such
failure remains uncorrected for five (5) days from such date or the Due Date if
applicable. In the event of a Credit Default, Company may, in addition to its
rights available to it at law and/or in equity: (i) suspend any or all Services
to Customer upon written notice; (ii) cease accepting or processing Service
Agreements or other requests for Service; and/or (iii) terminate this MSA and
any Service Agreements upon written notice. If this MSA is terminated because of
a Credit Default, all Early Termination Liability charges (defined in paragraph
7 hereof) shall apply.
14. Other Defaults and Remedies. An "Other Default" shall occur if either party
fails to perform or observe any material term or obligation, excluding payment
or right of assurance terms, contained in this MSA, and any such failure remains
uncorrected for the lesser of thirty (30) days after written notice from the
non-defaulting party or such different cure period, if any, as may be set forth
below. In the event of an Other Default by Customer, Company may, in addition to
its rights available to it at law or in equity: (i) suspend any or all Services
to Customer; (ii) cease accepting or processing Service Agreements or other
requests for Service and/or (iii) terminate this MSA. If this MSA is terminated
because of an Other Default by Customer, all Early Termination Liability charges
shall apply. In the event of an Other Default by Company, Customer's remedies
are limited to its proven direct damages and the right to terminate any or all
affected Service Agreements, unless this MSA provides for exclusive remedies, in
which case Customer's remedies are exclusively as described therein. If Customer
uses the Services for any unlawful purpose or in any unlawful manner, or causes
Company to violate any applicable law, such action shall be an Other Default,
and Company shall have the right immediately to suspend and/or terminate any or
all Services hereunder without notice to Customer. A Credit Default or Other
Default shall constitute "cause" for termination.
15. Security. A) Customer agrees to the Security Deposit and/or Letter of Credit
requirements asset forth in the Service Agreement (which, if not there or
otherwise provided, shall be an amount equal to three months' service charges)
which shall be provided to Company upon the earlier of (i) five (5) days
following the date of this Agreement and (ii) the day prior to circuit
activation. Customer also agrees to provide the Company with financial
information including but not limited to balance sheets, income statements, and
cash-flow statements sufficient to enable the Company to determine Customer's
credit-worthiness, and Customer authorizes Company to request information from a
reporting agency for such purpose. Customer agrees that such action is not the
extension of "credit" to Customer. In the event that Customer fails to provide
Company with the required financial information, Security Deposit or Letter of
Credit prior to the beginning of the Term, the Company shall have the right to
delay activation until receipt, and in such event the term shall commence upon
receipt, and the termination date shall be extended by a period equal to such
delay.
(C) The Security Deposit or Letter of Credit, as the case may be, and as set
forth in the Service Agreement may be drawn upon by Company in accordance with
its terms. The proceeds of any drawing shall be applied to the obligations of
Customer referred to in this Agreement. In the event that the Security Deposit
or Letter of Credit or any renewal or replacement thereof is drawn upon,
Customer shall cause the Security Deposit or Letter of Credit then in effect to
be renewed or replaced such that the original amount required is fully restored.
Failure to deliver to the Company a renewal or replacement of the full
obligation of the Security Deposit or Letter of Credit within five (5) business
days from the date of each such drawing shall entitle the Company to draw upon
the deposit or Letter of Credit then in effect and to hold the proceeds of such
drawing as a security deposit, to be held and applied to the monthly recurring
charges for the final month(s) prior to the projected termination date, or, in
the event of termination of any Agreement prior to its projected termination
date, to the liabilities of Customer, if any, arising out of such termination.
(D) In the event that Customer fails to make payment for Services under this
agreement when due, makes an assignment for the benefit of creditors, files a
petition in bankruptcy or generally cannot pay its debts as they become due, the
Customer shall be deemed to be in material breach of this Agreement, and the
Company thereupon shall have the right to terminate or suspend service upon
three (3) days written notice to Customer.
(E) If Customer suffers a material adverse change in its financial condition,
Company may: (i) request adequate assurance of Customer's performance per
applicable law, and/or (ii) decline to accept or process a Service Agreement or
other request for Service. If at any time during the Term or Extension Term of
the Agreement the value of Services ordered by and/or delivered to Customer
exceeds Customer's established credit limit(s), Company may (a) require adequate
additional security for assurance of Customer's performance and/or (b) require
adjustments to Customer's payment terms.
16. Subject to Laws. This Agreement is subject to all applicable federal, state
and local laws, and regulations, rulings and orders of governmental agencies,
including, but not limited to, the Communications Act of 1934, as amended, the
Rules and Regulations of the FCC, Company's applicable tariffs, if any, and the
obtaining and continuance of any required approval or authorization of the FCC
or any governmental body. The Company may terminate its obligations under this
Agreement if ordered to do so by the final order or ruling of a court or other
governmental agency or if such order or ruling would make it impossible for the
Company to carry out its obligations under this Agreement. The failure by
Customer to comply with and maintain in good standing all required United States
and foreign government authorizations, permits and licenses shall be grounds for
termination of this Agreement by the Company.
17. Additional Charges. Except for taxes based upon the Company's net income and
except with respect to ad valorem personal and real property taxes imposed on
the Company's property, Customer shall be responsible for payment of all sales,
use, gross receipts, excise, access, bypass, franchise or other local, state,
and federal taxes, fees (including, without limitation, the FCC's Universal
Service Fee), charges, or surcharges, however designated, and regardless if the
Company or Customer is the party obligated to remit the same, which are imposed
on or based upon the provision, sale or use of the service delivered by the
Company hereunder (including, but not limited to, taxes and fees lawfully
assessed by nations outside of the United States). Any state or local tax, fee,
charge, or surcharge shall be payable only for services that are subject to
local imposition, and shall be paid by the Customer in addition to the regular
charges under this Agreement.
18. Miscellaneous. (A) Each Party represents and warrants to the other that it
has the right, power and authority to enter into, and perform its obligations
under this Agreement; and it has taken all requisite action to approve
execution, delivery and performance of this Agreement, and this Agreement
constitutes a legal, valid and binding obligation upon the parties in accordance
with its terms and conditions. (B) Service shall not be used for any illegal or
unlawful purpose. (C) This Agreement shall be governed by the laws of the State
of New York, without regard to choice of law principals and all actions brought
hereunder shall be venued in Supreme Court, New York County, the exclusive
jurisdiction of which the Parties hereby acknowledge. (D) This Agreement shall
not be assigned by Customer, nor may the Customer undergo a transfer of control
in any manner, without the prior express written consent of Company. (E) This
Agreement shall be binding upon and inure to the benefit of the parties hereto,
and their successors and assigns. (F) All provisions of Company's applicable
tariffs, if any, are incorporated herein by this reference. (G) Title to, and
ownership of, all equipment and facilities used by Company to provide Service
shall remain Company's. (H) Neither party shall disclose the contents of this
Agreement, nor release any publicity or other public disclosure, without the
prior express written consent of the other party, except to their legal and
financial advisor(s), accountants and outside auditors, or as required in
connection with a lending or financing transaction, or in response to an inquiry
from a governmental regulatory or self-regulatory authority, the Internal
Revenue Service, or any state and/or local taxing authority with applicable
jurisdiction, or as otherwise required by law. (I) In the event that any one or
more of the provisions of this Agreement shall for any reason be held to be
invalid or unenforceable, the remaining provisions of this Agreement shall be
unimpaired, and shall remain in effect and be binding upon the parties. (J)
Customer agrees during the Term and for a period of two years thereafter not to
directly or indirectly solicit for employment or hire any employee of the
Company. (K) No rule of construction requiring interpretation against the
draftsman hereof shall apply in the interpretation of this Agreement. (L) The
provisions of this Agreement are only for the benefit of the parties hereto, and
no third party may seek to enforce or benefit from these provisions. This
Agreement does not render either party the agent or legal representative of the
other party and does not create a partnership or joint venture between the
Company and the Customer. Neither party shall have any authority for or bind the
other party in any manner whatsoever. (M) The failure of either party to enforce
any provision hereof shall not constitute the permanent waiver of such
provision. (N) No termination of this Agreement shall affect the rights or
obligations of either party: (i) with respect to any payment for Services
rendered before termination; or (ii) pursuant to other provisions of this
Agreement that, by their sense and context, are intended to survive termination
of this Agreement, including without limitation, indemnification,
confidentiality and limitation of liability. (O) In the event of a Default, the
prevailing party shall have the right to recover its reasonable expenses
(including attorney and collection agency fees) incurred in the enforcement of
its rights under the Agreement. (P) The descriptive headings of the Articles and
paragraphs of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement. (Q) In the event of any express
inconsistency, and only to the extent of such inconsistency, between this
Agreement and any Service Agreement(s) or exhibit(s), precedence shall be given
to this MSA . (R) This Agreement may be executed in one or more counterparts
each of which shall be deemed an original, but all of which together shall
constitute one and the same Agreement. (S) Facsimile signatures to this MSA
shall be deemed to be binding upon the parties.
19. Notices. Any notice or report given under this Agreement must be in writing
(unless otherwise expressly provided) and must be sent registered or certified
mail, postage prepaid, return receipt requested, or by hand or messenger
delivery, or by Federal Express or similar overnight delivery service, or by
facsimile with receipt confirmed, to the other party at its contact information
set forth in the Material Terms of this Agreement (or such other contact
information designated by such party in accordance with this Section). Any
notice or report delivered in accordance with this Section will be deemed given
on the date actually delivered; provided that any notice or report deemed given
or due on a Saturday, Sunday or legal holiday will be deemed given or due on the
next business day. If any notice or report is delivered to any party in a manner
that does not comply with this Section, such notice or report will be deemed
delivered on the date, if any, such notice or report is received by the other
party.
20. Uplink Notices. Company will at times receive a signal of all Customer's
uplinks. Company will provide periodic monitoring and quality control checks of
a specified Customer uplink when requested by Customer through the use of a
steerable TVRO antenna. Customer will provide Company with a decoder and/or IRD
for downlinking and monitoring.
21. Entire Agreement. The parties shall not be bound by any agent's or
employee's representations, promises or inducements not set forth herein. This
Agreement supersedes and replaces all prior agreements, understandings or
arrangements, whether oral or written, made between the parties and relating to
the subject matter herein, and together with the exhibits and addenda attached
hereto constitutes the entire understanding of the parties with respect to the
subject matter herein. This Agreement shall not be modified, changed, altered or
amended except by an express written agreement signed by the authorized
representatives of the parties hereto. Neither electronic mail nor instant
messaging shall be considered a "writing" sufficient to change, modify extend or
otherwise affect the terms of the Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date
shown below.
WESTAR SATELLITE SERVICES LP Urban Television Network Corporation
("Company" or "Party") ("Customer" or "Party")
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx III
Title: Chief Executive Officer Title: Chief Executive officer
WESTAR SATELLITE SERVICE ORDER
------------------------------
In consideration of the mutual promises herein contained, Westar Satellite
Services LP., its affiliates and subsidiaries (together, the "Company") and
Urban Television Network Corporation (UATV). (the "Customer") hereby agree to
the following terms and provisions of this Service Order:
MATERIAL TERMS:
1. Term: Nov 1, 2005 through October 31, 2010 (5 years - the "Term").
Service: Company will provide to Customer the following services:
o One full time protected uplink to the IA - 5 C-band satellite. o Rack Space
and Power for one 2020 Uplink Modulator.
2. Prices: Monthly recurring charges - Customer agrees to remit payment of $
8,800.00 per month to the Company as payment for all of the above Services.
3. Is this customer Tax Exempt? No Note: If customer is tax exempt, please
attach tax exemtion form (s).
4. Customer Federal Tax ID Number: 00-0000000
5. Customer Contact Information:
Customer Contact Technical Contact Billing Contact
----------------- ---------------- ---------------
Name: Xxxxx X. Xxxxx III Name: Xxxxxx XxXxxxx Name: Xxxxx Xxxxxxx
Title: Chairman and CEO Title: Technology Consultant Title: CFO
Address: 2707 X. Xxxxxx Address: 2707 X. Xxxxxx Address: 0000 X. Xxxxxx
Xxxxx 000 Xxxxx 000 Xxxxx 000
Xxxx: Arlington City: City: Arlington
State: TX State: TX State: TX
ZipCode: 76015 ZipCode: 76015 ZipCode: 76015
Telephone: 000-000-0000 Telephone: 000-000-0000 Telephone: 000-000-0000
Fax: 000-000-0000 Fax: 000-000-0000 Fax: 000-000-0000
Email: xxxxxx@xxxxx.xxx Email:xxxxxxxx@xxxxx.xxx Email: xxxxxxxx@xxxxx.xxx
This Service Order is subject to the terms and conditions of the Master Service
Agreement ("MSA") signed between Verestar Inc. and Customer in 2004 and
subsequently assumed by Cedar Hill Texas Video Network LP n/k/a Westar
Satelllite Services LP in Southern District of NY Bankruptcy Court Case
#03-10877.
IN WITNESS WHEREOF, the parties have executed this Service Order as of the 15th
day of October, 2005.
Westar Satellite Services LP Urban Television Network Corporation
/s/Xxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxx III
---------------- -----------------------
Xxxxxx X. Xxxxxx Xxxxx X. Xxxxx III
Chief Executive Officer Chairman and CEO
