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Exhibit 10.52
TELECOM COMPLIANCE SERVICES, INC.
STANDARD SERVICES AGREEMENT
THIS STANDARD SERVICES AGREEMENT (this "Agreement") is made effective the
29th day of June, 2000, by and between Telecom Compliance Services, Inc., a
Georgia corporation with offices at 6455 East Johns Crossing, Suite 285, Duluth,
Georgia, 30097 (hereinafter "TCS") and IP Voice Communications Inc., a Delaware
corporation, with offices at 5050 North 19th Avenue, Suite 416, Phoenix, AZ
85015 (hereinafter "Client"). The parties, intending to be legally bound, agree
as follows.
W I T N E S S E T H:
WHEREAS, TCS is a provider of regulatory compliance services; and
WHEREAS, Client is a provider of telecommunications services and desires
to engage TCS to provide regulatory compliance services to Client; and
WHEREAS, TCS desires to perform regulatory compliance services for Client.
NOW THEREFORE, for and in consideration of the covenants and agreements
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, TCS and Client, intending to
be legally bound, hereby agree as follows:
1. SCOPE OF AGREEMENT: TCS agrees to provide to Client the services which are
set forth in Schedule 1 which is attached hereto (the "Services"). This
Agreement shall begin on the date hereof and shall continue until June 30,
2002. The term of this Agreement is for two (2) years. Client may terminate
this Agreement prior to the expiration of the two year term by providing
written notice to TCS, with a detailed explanation, that TCS is not
performing the services provided hereunder to the reasonable satisfaction
of Client ("TCS Default"). Provided, however, that after receiving notice
of a TCS Default and for a period of 90 days thereafter, TCS shall have the
opportunity to cure any such TCS Default. In the event of any early
termination hereunder by Client, Client shall be responsible to pay for all
TCS services through the date of such termination, which payment shall be
made prior to such termination.
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2. FEES: Client agrees to pay to TCS the fees for the Services which are set
forth in Schedule 2 which is attached hereto. There shall be added to the
fees for services rendered under this Agreement amounts equal to any
applicable taxes however designated, levied or based on this Agreement or
the services rendered hereunder, exclusive of taxes based on net income.
Should TCS, during the term of this Agreement, perform services for Client
that are not specified in Schedule 1, fees for such additional services
will be billed as mutually agreed upon by the parties and such services
will be billed in addition to the fees set forth in the Schedule 2. Client
will be billed for the cost of postage or overnight delivery for shipping
any reports, documents, or information, and for copies. Client will not be
billed for telephone or facsimile expenses.
3. TERMS OF PAYMENT: All payments due TCS under this Agreement will be
remitted by Client as set forth in Schedule 2. Payments not remitted by
Client in accordance with the terms hereof will be subject to a late
payment charge of one-and one-half percent (1.5%) per month.
4. DATA PREPARATION: All documents, instruments and data supplied by Client
to TCS will be supplied in accordance with the previously agreed upon time
requirements and specifications set forth in Schedule 1. Client shall be
responsible for all consequences of its failure to supply TCS with
accurate documents and data within prescribed time periods. Client agrees
to retain duplicate copies of all documents, instruments and data supplied
by Client to TCS hereunder; or, if the production and retention of such
copies is not practical, Client holds TCS blameless for loss or damage to
said documents. Client is responsible for the accuracy and completeness of
its own information and documents and Client is responsible for all of its
acts, omissions and representations pertaining to or contained in all such
information or documents. Unless Client previously informs TCS in writing
of exceptions or qualifications, TCS has the right to rely upon the
accuracy and completeness of the information and documents provided by
Client and TCS assumes no liability for services performed in reliance
thereon.
TCS shall inform Client of any erroneous, inaccurate or incomplete
information or documents from the Client to the extent such becomes
apparent or known to TCS. However, unless expressly accepted in writing as
a part of the service to be performed, TCS shall have no obligation to
audit or review Client's information or documents for accuracy or
completeness.
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5. PROPRIETARY RIGHTS:
(a) Client acknowledges that all materials (except those delivered by the
Client to TCS), programs, processes and techniques used or prepared by TCS
in connection with the work performed or services rendered by it hereunder
shall at all times be and remain the exclusive property of TCS and are
confidential and proprietary. Delivery of such proprietary information to
Client shall be solely for the purpose of delivery of TCS's services
hereunder.
(b) Client and TCS agree that their officers, employees and agents shall
maintain all information disclosed to it by the other party in connection
with this Agreement in confidence and will not disclose any such
information to anyone else, nor use it for their own benefit or the
benefit of others without the written consent of the other party;
provided, however, that either party shall have the right to use any such
information for its own necessary internal purpose while this Agreement is
in effect. Protected information shall not include information: (i) which
was or becomes part of the public domain; (ii) was lawfully received from
a third party free of any obligation of confidentiality to such third
party; or (iii) is legally required to be disclosed.
(c) Anything to the contrary in this paragraph notwithstanding, TCS does
not claim a proprietary right in any report or document prepared for
filing for the Client hereunder.
6. LIMITATION OF LIABILITY:
(a) Client agrees that regardless of the claim or the form in which any
legal or equitable action may be brought by Client, or by any other party,
against TCS as a result of this Agreement or any work performed or services
rendered hereunder, including all machine and human errors, shall be
limited to compensatory damages only and in an amount not to exceed the
amount paid to TCS by Client for the limited and particular service which
gave rise to the particular claim asserted. TCS SHALL NOT BE RESPONSIBLE
FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES RELATED TO OR ARISING
OUT OF THIS AGREEMENT.
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(b) Unless caused by TCS's negligence or willful misconduct, TCS shall not
be liable or responsible to Client or any other party for any loss or
damage which they, or any of them, may suffer or incur by reason of TCS's
failure to furnish such report or document within the time period required.
TCS shall not be liable to any jurisdiction for any filing fees, regulatory
assessments or similar exactions by any jurisdiction relating to any
services hereunder, the same being solely the Client's responsibility. If
Client is assessed any late fees or penalties for Reports which are not
timely filed due solely to TCS's actions or inactions, TCS shall be
responsible to reimburse Client for such fees and penalties.
(c) Intentionally Omitted.
7. FREEDOM TO CONTRACT: The parties hereto acknowledge that they are both free
to enter into this Agreement and are in no way restrained from doing so by
any governmental or regulatory agency decrees, opinions, rules, regulations
or decisions.
8. NOTICE: Any notices pertaining to this Agreement shall be set forth in
writing and forwarded by registered or certified mail to the parties at the
addresses hereinabove set forth or to any changes which may be given in
writing.
9. ENTIRE AGREEMENT: This Agreement (including materials included herein by
reference) contains the entire agreement between the parties with respect
to its subject matter and supersedes all existing agreements between them
concerning its subject matter. No oral statements, representations or prior
written material not contained in this Agreement or incorporated herein
shall have any force or effect. This Agreement shall not be modified in any
way except by writing subscribed by both parties.
10. GOVERNING LAW: This agreement shall be governed by and construed in all
respects in accordance with the laws of the State of Georgia.
11. ASSIGNABILITY: This Agreement shall be binding upon and shall inure to the
benefit of the parties, their successors and assigns, including without
limitation, any successor to either party resulting by reason of corporate
merger or consolidation.
13. SEVERABILITY: If any provision or paragraph of this Agreement is held
invalid, such invalidity shall not affect other provisions of this
Agreement.
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14. INTENTIONALLY OMITTED:
15. NON-WAIVER: No waiver or failure to exercise any option, right or privilege
under the terms of this Agreement on any occasion or occasions shall be
construed to be a waiver of the same or any other option, right or
privilege on any other occasion.
16. HEADINGS: Titles and headings used herein are inserted for convenience only
and are not intended to affect the meaning or interpretation of this
Agreement.
BOTH PARTIES REPRESENT THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT,
AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS STATED HEREIN, AND
ACKNOWLEDGE RECEIPT OF A SIGNED, TRUE AND EXACT COPY OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate
counterparts, each of which shall be deemed an original.
TELECOM COMPLIANCE SERVICES, INC. CLIENT
By: /s/ Lance J.M. Steinhart By: /s/ Barbara S. Will
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Lance J.M. Steinhart
Its: Chief Executive Officer ITS: President & COO
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SCHEDULE 1
SERVICES TO BE PERFORMED BY TCS
TCS will prepare, and calculate all required payments, for all reports
required to be submitted by Client to the various state public utility and
service commissions OR THEIR ADMINISTRATORS (SUCH AS NECA) in connection with
Client's provision of intrastate interexchange and local exchange telephone
services (the "Reports"). TCS also will prepare Telecommunications Relay Service
and Universal Service filings required by the Federal Communications Commission.
TCS will not prepare or be responsible for any sales, use, franchise or any
other tax related forms or reports, unless agreed to in writing as an amendment
to this Agreement or through a separate agreement.
TCS will also prepare and calculate all required payments, for all annual
reports to be submitted by Client to the various secretaries/departments of
state, for states in which Client is authorized to transact business as a
foreign corporation (or limited liability company).
Client shall supply all information required to complete, calculate the
required payments, and submit the Reports to TCS at least 30 days prior to the
due date of each Report. TCS shall complete all Reports and calculate all
required payments and supply to Client prior to the due date of each Report.
TCS is not responsible to verify the data supplied by Client, and Client
is responsible to review all Reports for accuracy prior to filing.
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SCHEDULE 2
PAYMENT SCHEDULE
$30,000 per year, plus $750 per state per year in which the company is required
to file as a facilities-based carrier, with a maximum of $39,000 per year.
Total $39,000 max quarterly 7,500 Per Quarter - please make a check - for 7,500
to TCS (Telecom Compliance Services, Inc.)
H.B. 6/30/2000.
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