1
DATED 24TH DECEMBER, 1999
INDEPENDENT ENERGY UK LIMITED
AND
INDEPENDENT ENERGY HOLDINGS PLC
AND
FUTURE NETWORK SERVICES LIMITED
AND
FUTURE INTEGRATED TELEPHONY PLC
-----------------------------------
MARKETING AGREEMENT
CONFORMED COPY
------------------------------------
[MASONS SOLICITORS LOGO]
00 Xxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Ref: G:CO_COMM\IEH\PROJECTGYM\GYMMARK3.DOC
2
THIS AGREEMENT is made the 24th December, 1999
BETWEEN
1. INDEPENDENT ENERGY UK LIMITED whose registered office is at Xxxxxxxxx
Xxxxx, Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxx Xxxxxxxx X00 0XX ("IE");
2 FUTURE NETWORK SERVICES LIMITED whose registered office is at Future
House, Xxxxxxx Court, Progress Way, Xxxxxxx Xxxxxxxx Xxxx, Xxxxxxxx,
Xxxx Xxxxxxxx, XX0 0XX ("FNS");
3. FUTURE INTEGRATED TELEPHONY PLC whose registered office is at Future
House, Xxxxxxx Court, Progress Way, Xxxxxxx Xxxxxxxx Xxxx, Xxxxxxxx,
Xxxx Xxxxxxxx, XX0 0XX ("FIT");
4. INDEPENDENT ENERGY HOLDINGS PLC whose registered office is at Xxxxxxxxx
Xxxxx, Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxx Xxxxxxxx X00 0XX ("IEH")
WHEREAS
A FNS is a wholly owned subsidiary of FIT and is a reseller of switchless
telephone services, in relation to both landlines and mobile
telephones.
B IE is an independent supplier of both electricity and gas to domestic
and commercial customers in the United Kingdom.
C The parties have agreed to utilise their respective selling networks to
market the services provided by each of them to the others customers on
the terms of this Agreement.
D. Commissions will be paid by FNS as set out in the Marketing Plan in
respect of IE's Agents & Representatives. Commissions will be paid by
IE as set out in the Marketing Plan in respect of FNS's Agents &
Representatives.
NOW IT IS HEREBY AGREED as follows:
1 INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires:
"AGENTS & REPRESENTATIVES" means the marketing
agents and representatives (including third
parties and employees) duly authorised by
that party from time to time to sell its
products and services and shall include any
such marketing agents and representatives
appointed by that party during the term of
this Agreement for so long as they are so
appointed
"APPROVED TERMS" means, in relation to a party, the
terms on which that party will supply its
Services to customers and which have been
approved by the other party. At the date of
this Agreement, the Approved Terms of the
parties are attached to the initial
Marketing Plan
1
3
"BUNDLED SERVICES" means the Telecoms Services and
the Electricity & Gas Services and, subject
to Clauses 5.1 and 5.2, such other utility
services as either party may seek to
provide and which the parties agree in
writing to include as part of this
Agreement
"MARKETING PLAN" means the marketing plan (a copy of
the initial plan is annexed to this
Agreement) agreed between the parties from
time to time setting out the manner and
targets in respect of which each party
shall market the Services of the other
"SERVICES" means, in relation to FNS, the Telecoms
Services and, in relation to IE, the
Electricity and Gas Services and, in
relation to each party, such other Bundled
Services as that party seeks to provide
"TELECOMS SERVICES" means the fixed line, mobile and
internet connection services offered by FNS
together with freephone, lo-call numbers
and number portability
"ELECTRICITY & GAS SERVICES"means the non-domestic supply of electricity
and gas by IE
"FORCE MAJEURE" means, in relation to either
party, any circumstances beyond the
reasonable control of that party
(including, without limitation, any strike,
lock-out or other form of industrial
action)
"RESTRICTED INFORMATION" means any information of a
confidential nature which is disclosed by
one party to another pursuant to or in
connection with this Agreement (whether
orally or in writing, and whether or not
such information is expressly stated to be
confidential or marked as such)
1.2 Any reference in this Agreement to `writing' or cognate expressions
includes a reference to telex, cable, facsimile transmission or
comparable means of communication.
1.3 Any reference in this Agreement to any provision of a statute shall be
construed as a reference to that provision as amended, re-enacted or
extended at the relevant time.
1.4 The headings in this Agreement are for convenience only and shall not
affect its interpretation.
2 MARKETING BY THE AGENTS AND REPRESENTATIVES
2.1 FNS shall procure that during the term of this Agreement the Agents &
Representatives appointed by FNS shall market the Services of IE in
accordance with the terms set out in this Agreement and the Marketing
Plan.
2
4
2.2 IE shall procure that during the term of this Agreement the Agents &
Representatives appointed by IE shall market the Services of FNS in
accordance with the terms set out in this Agreement and the Marketing
Plan.
3 MARKETING THE BUNDLED SERVICES
3.1 The Services of FNS marketed by the Agents & Representatives of IE
shall be marketed as part of the Bundled Services under the brand name
of Independent Energy.
3.2 The Services of IE marketed by the Agents & Representatives of FNS
shall be marketed as part of the Bundled Services but provided always
that such Services shall be marketed under the brand name of
Independent Energy. The Telecoms Services being marketed by FNS' Agents
& Representatives shall be marketed under the FNS brand name to its
customers.
3.3 Subject to Clause 3.5:
3.3.1 the Agents & Representatives of IE shall be entitled to enter
into agreements on Approved Terms on behalf of FNS for the
provision by FNS of the Services of FNS under the brand name
Independent Energy and FNS shall be wholly responsible for the
provision of such Services to any such customer;
3.3.2 the Agents & Representatives of FNS shall be entitled to enter
into agreements on Approved Terms on behalf of IE for the
provision by IE of IE's Services under the brand name
Independent Energy and IE shall be wholly responsible for the
provision of such Services to any such customer.
3.4 The Agents & Representatives of each party shall market the Bundled
Services to commercial and not domestic customers.
3.5 Any customer wishing to enter into an agreement on the Approved Terms
with either party in respect of Services shall be accepted by that
party subject, in the case of any customers whose billing in respect of
that Service can reasonably be expected to exceed (pound)500 per month,
to a credit rating report being available from Dun & Bradstreet (or
such other reputable credit rating agency as the parties shall agree in
writing from time to time) in respect of that customer which is
satisfactory to the party providing the relevant Service provided that
if no objection has been raised by the relevant party to the credit
status of the proposed customer within 10 days of application by that
customer for the relevant Service the party providing the relevant
Service shall be deemed to have accepted that customer.
3.6 In addition to marketing by their respective Agents & Representative
each of the parties shall (at its own cost and subject to the
constraints placed upon the respective parties by virtue of the Data
Protection Act 1998) make a written approach to each of its existing
customers offering the Services of the other on the same basis as set
out in this Clause 3 and shall offer such Services in any future direct
mail or telesales campaigns undertaken by any party during the term of
this Agreement.
3.7 The terms and conditions upon which the Services will be provided to
the customer will be in the form of the Approved Terms and any
alteration of the Approved Terms shall be subject to the prior written
consent of the other party (such consent not to be unreasonably
withheld, conditioned or delayed).
3
5
3.8 The parties shall meet every 3 months during the term of this Agreement
(and at such other time(s) as either party may require on not less than
14 days' prior notice) in order to review the Marketing Plan. Each
party shall be given an opportunity to propose amendments to the
Marketing Plan and the other party shall not unreasonably withhold or
delay their consent to such amendments. Amendments to the Marketing
Plan shall take effect upon the written agreement of all the parties.
4 RESPONSIBILITIES FOR AGENT AND REPRESENTATIVES
4.1 FNS will be wholly responsible for payment of commissions to the IE
Agents & Representatives in respect of the marketing and provision of
the Services of FNS. IE shall not appoint any new third party Agents &
Representatives on commission terms or at a commission rate which is
more beneficial to such Agents & Representatives than that agreed with
its existing Agents & Representatives without the consent of FNS such
consent not to be unreasonably withheld, conditioned or delayed. If
either party shall change or add to its Agents & Representatives it
shall inform the other party of such change as soon as reasonably
practicable.
4.2 No party shall be responsible for any fixed costs relating to the
other's Agents & Representatives.
5 WARRANTIES
5.1 FIT and FNS hereby jointly and severally covenant with IE that during
the term of this Agreement and for a period of 5 years following
termination they will not (and they shall procure that none of their
subsidiaries (if any) shall) :
5.1.1 supply any other services other than the FNS Services through
the IE Agents and Representatives
5.1.2 utilise the data in respect of IE customers otherwise than for
the supply of the FNS Services to such customers
5.1.3 utilise the name Independent Energy in any manner whatsoever
save as envisaged in this Agreement
5.1.4 supply or be a party to any arrangements for or assist in
arrangements for the supply of gas or electricity to any party.
5.2 IE hereby covenants with FNS that during the term of this Agreement and
for a period of 5 years following termination it will not (and it shall
procure that none of its subsidiaries or subsidiaries of IEH (if any)
shall:
5.2.1 supply any other services other than its Services through the
FIT Agents and Representatives
5.2.2 utilise the FNS or FIT data in respect of customers otherwise
than for the supply of its Services to such customers
5.2.3 utilise the name Future Network Services or Future Integrated
Telephony in any manner whatsoever save as envisaged in this
Agreement.
4
6
5.3 FNS hereby warrants that:
5.3.1 at all times during the course of this Agreement it will perform
the FNS Services to a level and a quality of service sufficient
to comply with the Marketing Plan
5.3.2 it will use all reasonable endeavours to meet business targets
and projections agreed in the Marketing Plan (but if such
business targets and projections are not achieved then IE will
have no claim against FNS by reason of such business targets and
projections not being achieved)
5.3.3 at the date of this Agreement it has obtained and holds all
necessary statutory, regulatory and other consents and
permissions required for carrying on the FNS Services and that
it will continue to do so following implementation of this
Agreement and the Marketing Plan and that such consents and
permissions obtained by FNS will also permit the marketing of
FNS Services by the Agents & Representatives of IE.
5.4 IE hereby warrants that:
5.4.1 at all times during the course of this Agreement it will perform
the IE Services to a level and a quality of service sufficient
to comply with the Marketing Plan
5.4.2 it will use all reasonable endeavours to meet business targets
and projections agreed in the Marketing Plan (but if such
business targets and projections are not achieved then FNS will
have no claim against IE by reason of such business targets and
projections not being achieved)
5.4.3 at the date of this Agreement it has obtained and holds all
necessary statutory, regulatory and other consents and
permissions required for carrying on the IE Services and that it
will continue to do so following implementation of this
Agreement and the Marketing Plan and that such consents and
permissions obtained by IE will also permit the marketing of IE
Services by the Agents & Representatives of FNS.
6 COMMISSION PAYMENTS
6.1 FNS shall pay commission as specified in the Marketing Plan in respect
of any line installed for a customer contracting with FNS as a result
of marketing by the Agents & Representatives of IE in accordance with
Clause 3.1 or by reason of any approach made by IE (or its Agents &
Representatives) on behalf of FNS in accordance with Clause 3.6. The
commission will consist of a fixed commission in respect of each line
connected for a customer contracting with FNS in such circumstances
plus variable commission consisting of a percentage of the amount
billed to each such customer for so long as that customer remains a
customer of FNS. The actual amounts of such commissions shall be
calculated in accordance with the provisions of the Marketing Plan.
6.2 IE shall pay commission as specified in the Marketing Plan in respect
of any customer contracting with IE as a result of marketing by the
Agents and Representatives of FNS in accordance with Clause 3.2 or by
reason of any approach made by FNS (or its Agents & Representatives) on
behalf of IE in accordance with Clause 3.6. The commission will consist
of a fixed commission payable in respect each meter installed for a
customer
5
7
contracting with IE and a variable commission of a percentage of the
value of electricity and gas billed to each such customer for so
long as that customer remains a customer of IE. The actual amounts of
such commissions shall be calculated in accordance with the provisions
of the Marketing Plan.
6.3 The commission payable under Clauses 6.1 and 6.2 above shall be paid
6.3.1 in the case of the fixed commission on or before the 28th day of
the month following the month in which the customer contracted
with that party;
6.3.2 in the case of variable commission within 28 days of payment of
the xxxx to which the commission relates;
6.3.3 into the bank account designated from time to time by each party
for the receipt of all such commission payments;
and VAT (if payable) shall be payable on all such commission payments
in addition to the amount of the actual commission.
6.4 Each party will provide to the other all information reasonably
requested in relation to the provision of the Services provided by that
party, customers and usage data in respect of customers who have
contracted with the other party as a result of the activities to which
this Agreement relates and without prejudice to the generality of the
foregoing each party shall provide to the other weekly summary data of
numbers of lines connected/meters installed for customers, customers,
location and customer usage in respect of such customers. Either party
shall have the right to have all the figures and details provided by
the other audited by their auditors. All such costs of such an audit
shall be borne by the party requesting the audit.
6.5 Each party's terms of contract with customers shall provide for the
ability of that party to provide the other with all information
outlined in Clause 6.4.
7 SUBSCRIPTION FOR SHARES
7.1 Subject to the provisions of this Clause 7, on the 28th day of each
month in respect of the preceding calendar month IE will subscribe
without set off, deduction or counter claim for such number of ordinary
shares of 5 xxxxx each in the capital of FIT ("Ordinary Shares") as is
equivalent to the connection costs for lines (as defined in Clause 7.3)
supplied to customers who through Agents & Representatives of IE enter
into agreements for the provision of Telecom Services by FNS on the
terms and conditions set out in this Agreement.
7.2 The number of Ordinary Shares IE shall in each month subscribe for
shall be calculated in accordance with the formula set out below:-
A x B
-----
Price
Where:-
6
8
A = the number of lines supplied to customers falling within
Clause 7.3 whom the Agents & Representatives of IE procure to
enter into agreements for Telecom Services to be provided by FNS
during the preceding calendar month.
B = the average connection cost of each of such lines as set out
in the Marketing Plan from time to time.
Price = the five day average market price of FIT stock over the five
days prior to the date of this Agreement.
7.3 "Lines" for the purposes of calculating the subscription will be fixed
line, mobile and internet connection services installed in relation to
non-domestic customers who have signed agreements on or before the
first anniversary of this Agreement for the provision of Telecom
Services by FNS regardless of the duration of such contract or the
amount of service actually utilised.
7.4 The connection costs referred to in Clause 7.2 shall be as stated in the
Marketing Plan.
7.5 As soon as reasonably practicable following the entering into of this
Agreement, FIT shall seek such shareholder and other approvals ("the
Approvals") as are necessary for the implementation of this Agreement,
the creation of sufficient authorised but unissued Ordinary Shares as
are required to satisfy FIT's obligations under this Agreement and
appropriate authorities for the allotment and issue of such Ordinary
Shares pursuant to this Agreement.
7.6 Subject to Clause 7.9 during the period from the date of this Agreement
to the date the Approvals are obtained IE shall prepay to FIT without
set off deduction or counter claim on the 28th day of each month in
respect of the preceding calendar month an amount equal to AxB (as
defined in Clause 7.2) in respect of the subscription price for
Ordinary Shares.
7.7 Upon the obtaining of the Approvals IE will:-
7.7.1 subscribe for such number of Ordinary Shares for the period from
the start of this Agreement to the date the Approvals were
obtained as should otherwise have been allotted and issued and
the amount prepaid by IE to FIT will be applied by FIT in
satisfaction of the subscription price; and
7.7.2 thereafter subscribe for Ordinary Shares in accordance with this
Clause 7.
7.8 For the avoidance of doubt the maximum number of Ordinary Shares to be
allotted and issued under this Agreement shall be 2,500,000 and the
final allotment and issue of Ordinary Shares will be in respect of the
month to 31 December 2000.
7.9 In the event that the Company is unable to obtain the approvals
referred to in Clause 7.5 above before 20 February 2000 this Agreement
shall terminate and amount prepaid by IE to FIT that would otherwise
have been applied in satisfaction the allotment and issue of Ordinary
Shares will be repaid to IE by FIT. Payment to be made by 28 February
2000.
7.10 IE has agreed to enter into the obligations in Clause 7.11 to preserve
an orderly market in the FIT shares and to prevent disposals which
would have a material adverse effect on the price of an Ordinary Share
from time to time.
7
9
7.11 IE undertakes to FIT that:-
7.11.1 it will not for the period of 12 months from the date of this
Agreement transfer or dispose of (whether through the market or
by private treaty or otherwise) any shares in the capital of the
FIT subscribed for by IE pursuant to this Agreement; and
7.11.2 following the 12 months period referred to in Clause 7.11.1
shall not transfer or dispose of Ordinary Shares otherwise than
through the nominated broker for the time being of FIT.
7.12 Notwithstanding the provisions of Clause 7.11 IE may transfer or
dispose of Ordinary Shares held by it if:
7.12.1 a third party offers to acquire the whole of the issued share
capital of FIT and such offer having become unconditional in all
respects (save as regards acceptances); or
7.12.2 this Agreement terminates as a result of a breach by FIT or FNS
subject only to the requirement to transfer or dispose of such shares
through the nominated broker for the time being of FIT.
8 GOODWILL
8.1 All rights to the Independent Energy name and goodwill will at all
times belong to and vest in IE and all rights in the FNS name and
goodwill will at all times belong to and vest in FNS.
9 DURATION AND TERMINATION
9.1 This Agreement shall come into force on the date hereof and, subject as
provided in Clauses 9.2, and 9.3, shall continue in force for a period
of 5 years and thereafter unless or until terminated by either party
giving to the other not less than 6 months' written notice expiring at
or at any time after the end of that period.
9.2 If at any time control (as defined in s.840 Income and Corporation
Taxes Act 1988) of any party is acquired by any person or group of
connected persons (as defined in s.839 of that Act) not having control
of that party at the date of this Agreement, that party shall forthwith
give written notice (a "Change of Control Notice") to the other
identifying that person or group of connected persons and the other
shall be entitled, by giving not less than 2 months' written notice to
the party giving the Change of Control Notice within 30 days after
receipt of the Change of Control Notice to terminate this Agreement.
9.3 Either party shall be entitled forthwith to terminate this Agreement
by written notice to the other if:
9.3.1 that other party commits any material breach of any of the
provisions of this Agreement and, in the case of a breach
capable of remedy, fails to remedy the same within 30 days after
receipt of a written notice giving full particulars of the
breach and requiring it to be remedied;
8
10
9.3.2 an encumbrancer takes possession or a receiver is appointed over
any of the property or assets of that other party;
9.3.3 that other party makes any voluntary arrangement with its
creditors or becomes subject to an administration order;
9.3.4 that other party goes into liquidation (except for the purposes
of amalgamation or reconstruction and in such manner that the
company resulting therefrom effectively agrees to be bound by or
assume the obligations imposed on that other party under this
Agreement);
9.3.5 anything analogous to any of the foregoing under the law of any
jurisdiction occurs in relation to that other party;
9.3.6 that other party ceases, or threatens to cease, to carry on
business.
9.4 For the purposes of Clause 9.3.1, a breach shall be considered capable
of remedy if the party in breach can comply with the provision in
question in all respects other than as to the time of performance
(provided that time of performance is not of the essence).
9.5 Any waiver by either party of a breach of any provision of this
Agreement shall not be considered as a waiver of any subsequent breach
of the same or any other provision thereof.
9.6 The rights to terminate this Agreement given by Clause 9 shall be
without prejudice to any other right or remedy of either party in
respect of the breach concerned (if any) or any other breach.
9.7 On termination of this Agreement in accordance with its terms neither
FNS nor IE will make any claim against the other under or pursuant to
the Commercial Agents (Council Directive) Regulations 1993 or Council
Directive 86/653 provided always that this Clause 9.7 shall only take
effect to the extent that the parties can lawfully give effect to it.
10 CONSEQUENCES OF TERMINATION
10.1 Upon the termination of this Agreement for any reason each of the
parties shall continue to provide their respective Services to the
customers with whom they have contracted as a result of the activities
of the Agents & Representatives of the other party or otherwise as a
result of marketing activity undertaken by the other party in
accordance with this Agreement and the Marketing Plan.
10.2 Upon the termination of this Agreement for any reason
10.2.1 each of the parties shall immediately instruct their respective
Agents & Representatives to cease to promote, market, advertise
or solicit customers for the Services of the other;
10.2.2 the provisions of Clause 6 in respect of the payment of
commission shall continue in force in accordance with its terms;
10.2.3 Clause 11 (confidentiality) shall continue in force in
accordance with its terms.
9
11
11 CONFIDENTIALITY
11.1 Except as provided by Clauses 11.2 and 11.3, each party shall at all
times during the continuance of this Agreement and after its
termination:
11.1.1 use its best endeavours to keep the other parties Restricted
Information confidential and accordingly not to disclose such
Restricted Information to any other person; and
11.1.2 not use the other parties Restricted Information for any purpose
other than the performance of its obligations under this
Agreement.
11.2 Any Restricted Information of a party may be disclosed by another party:
11.2.1 if required by any governmental or other authority or regulatory
body, or any relevant stock Exchange or by statute; or
11.2.2 to any employees of that party or the Agents & Representatives
of that party,
to such extent only as is necessary for the purposes contemplated by
this Agreement, or as is required by law and subject in each case to
the party disclosing such information using its best endeavours to
ensure that the person to whom it is disclosed keeps the same
confidential and does not use the same except for the purposes for
which the disclosure is made.
11.3 Any Restricted Information may be used by the party to who it was given
for any purpose, or disclosed by that party to any other person, to the
extent only that:
11.3.1 it is at the date hereof, or hereafter becomes, public knowledge
through no fault of that party (provided that in doing so it
shall not disclose any Restricted Information which is not
public knowledge); or
11.3.2 it can be shown by the party receiving the Restricted
Information to have been known to it prior to its being
disclosed by the other party.
12 FORCE MAJEURE
12.1 If either party is affected by Force Majeure it shall forthwith notify
the other party of the nature and extent thereof.
12.2 Neither party shall be deemed to be in breach of this Agreement, or
otherwise be liable to the other, by reason of any delay in
performance, or non-performance, of any of its obligations hereunder to
the extent that such delay or non-performance is due to any Force
Majeure of which it has notified the other party; and the time for
performance of that obligation shall be extended accordingly.
12.3 If the Force Majeure in question prevails for a continuous period in
excess of six months, the parties shall enter into bona fide
discussions with a view to alleviating its effects, or to agreeing upon
such alternative arrangements as may be fair and reasonable.
13 NATURE OF AGREEMENT
10
12
13.1 Any party may assign this Agreement and the rights and obligations
thereunder to any other company which at the relevant time is its
holding company or subsidiary (as defined by s.736 Companies Act 1985)
or the subsidiary of any such holding company.
13.2 Subject as provided in Clause 13.1, this Agreement is personal to the
parties, which may not without the written consent of the others,
assign, mortgage, charge (otherwise than by floating charge) or dispose
of any of its rights hereunder, or sub-contract or otherwise delegate
any of its obligations hereunder.
13.3 No press release, announcement, or other public statement relating to
this Agreement or any of the matters set out herein shall be issued
without the written consent of both parties.
14 DISPUTE AND PROPER LAW
14.1 This Agreement shall be governed by and construed in all respects in
accordance with the Laws of England and Wales and each party hereby
submits to the non-exclusive jurisdiction of the English Courts.
15 NOTICES AND SERVICE
15.1 Any notice or other information required or authorised by this
Agreement to be given by either party to the other may be given by hand
or sent (by first class pre-paid post, telex, cable, facsimile
transmission or comparable means of communication) to the other party
at the address referred to in Clause 15.4.
15.2 Any notice or other information given by post pursuant to Clause 15.1
which is not returned to the sender as undelivered shall be deemed to
have been given on the second working day after the envelope containing
the same was so posted; and proof that the envelope containing any such
notice or information was properly addressed, pre-paid, registered and
posted, and that it has not been so returned to the sender, shall be
sufficient evidence that such notice or information has been duly
given.
15.3 Any notice or other information sent by telex, cable, facsimile
transmission or comparable means of communication shall be deemed to
have been duly sent on the date of transmission, provided that a
confirming copy thereof is sent by first class pre-paid post to the
other party at the address referred to in Clause 15.4 within 24 hours
after transmission.
15.4 Service of any legal proceedings concerning or arising out of this
Agreement shall be effected by causing the same to be delivered to the
Company Secretary of the party to be served at its principal place of
business or its registered office or to such other address as may from
time to time be notified in writing by the party concerned.
11
13
16 PARENT COMPANY GUARANTEES
In consideration of FNS and FIT entering into this Agreement with IE,
IEH hereby guarantees to FNS and FIT as principal obligor the full and
due performance by IE of all IE's obligations under this Agreement
(including without limitation any obligation to pay damages or other
compensation for any breach of this Agreement). In consideration of IE
entering into this Agreement with FNS, FIT hereby guarantees to IE as
principal obligor the full and due performance by FNS of all FNS'
obligations under this Agreement (including without limitation any
obligation to pay damages or other compensation for any breach of this
Agreement).
AS WITNESS this Agreement has been executed the day and year first before
written.
SIGNED by )
For and on behalf of INDEPENDENT )
energy uk LIMITED in the )
presence of )
SIGNED by )
For and on behalf of INDEPENDENT )
ENERGY HOLDINGS PLC )
in the presence of )
SIGNED by )
For and on behalf of future )
NETWORK SERVICES LIMITED )
in the presence of )
SIGNED by )
For and on behalf of future )
Integrated telephony PLC )
in the presence of )
12
