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Virtual Internet Provider (VIP) Agreement
Virtual Internet Provider (VIP) Agreement (72K)
Doc #131821: Click preview link for longer preview.
VIRTUAL INTERNET PROVIDER (VIP) AGREEMENT
This agreement is made in the city of Fairfax, Virginia, this 9 day of January
1997, between UUNET Technologies, Inc. whose address is 3060 Williams Drive,
Fairfax, Virginia 22031 (UUNET), and I-Pass Alliance, Inc. (Reseller), whose
address is 550 Castro Street, Suite 280, Mountain View, CA 94041.
The parties hereto agree and bind themselves as follows:
1. SERVICE. UUNET will sell, and Reseller will purchase,
telecommunications services for the interconnection of Reseller's end users with
the Internet. Reseller is responsible for all end-user customer support,
billing, and collections. UUNET's relationship under this Agreement is solely
with Reseller and not with any of Reseller's end users. UUNET agrees that its
telecommunications services provided to Reseller will be of a quality usual and
customary in the industry for similarly situated companies. Although it is
understood that UUNET cannot guarantee continuous service, UUNET agrees to
provide prompt reparation of any disruption in services to the extent reasonably
possible consistent with its obligations to other customers. To this end, UUNET
agrees to provide Reseller with a toll-free number to report problems relating
to network integrity. This number is to be used only by Reseller and will not be
released to Reseller's customers.
2. PRICING. For PPP dial-up (analog dial, 28.8Kbps and ISDN) and VIP
radius server interoperability, the prices contained in Schedule A apply. For
all other services, UUNET's list prices apply unless other prices have been
specifically established.
3. TERMS and CONDITIONS. Reseller agrees to comply with the Network
Services Terms and Condition contained in Schedule B. It further agrees to
require its end users to comply with terms and conditions in substance identical
to those in Section One and Two of Schedule B. Reseller shall defend, indemnify,
and hold harmless UUNET against any claims resulting from Reseller's use of
UUNET's services, or that of its customers throughout its chain of distribution.
4. PUBLICITY. The prices and terms of this Agreement shall be held
confidential by both parties. Neither party shall publicize the existence of
this Agreement without the consent of the other, and in the event of such
agreement all press release materials shall be reviewed and approved by the
other party.
5. TECHNICAL AGREEMENT. Reseller agrees to comply with the Technical
Agreement for Network Interoperability, attached as Schedule C.
6. TERM. The term of this Agreement is one year from the date of contract
signature, which term shall be automatically renewed for additional one-year
terms, provided that neither party has delivered to the other party a written
notice of intent not to renew for the forthcoming term. Such notice of intent
shall be given not less than sixty (60) days in advance of the end of the
current term.
7. TERMINATION. Either party may terminate this Agreement for cause
without penalty in the event that the other party hereto breaches any material
term of this Agreement. Prior to such termination, the party intending to
terminate shall first give the other party written notice of its intent to
terminate which shall clearly describe problem(s) constituting cause. The other
party will have thirty (30) days from the date of receipt of such notice to
correct the problem. If the problem is not corrected within such period, the
party intending to terminate may terminate this Agreement on such 30th day.
However, if Reseller shall violate the acceptable use policy in Section 2 of
Schedule B, or permit such violation, and does not immediately act to remedy
such violation when it becomes aware of it, UUNET may terminate this Agreement
without penalty with ten (10) days written notice. If any amounts due and owing
by Reseller remain unpaid sixty (60) days after date of Invoice, then UUNET may
terminate this Agreement immediately upon written notice without penalty.
131821
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iPass
As referenced in this Virtual Internet Provider (VIP) Agreement:
iPass, Inc; – Providers (MSP) dated
November 4, 1997 ("CompuServe NSA").
Whereas, the parties desire to amend the Agreement and the CompuServe NSA;
Whereas, i-Pass Alliance, Inc. has changed its name to iPass, Inc; and
Whereas, UUNET is the successor in interest to CompuServe Network Services,
Inc., and has assumed the obligations and rights of CompuServe, Inc. under the
CompuServe NSA;
Now therefore,
_____________
iPass, Inc. – be modified by this Amendment, and as hereby modified,
the Agreement and the CompuServe NSA shall remain in full force and effect. The
parties acknowledge their agreement by signing below:
iPass, Inc. UUNET Technologies, Inc.
By: /s/ Michael H. Mansouri By: /s/ Brad Layman
----------------------------- -----------------------
Name: Michael H. Mansouri Name: Brad Layman
Title: Chairman and CEO Title: Vice President
Date: Feb. 11,
_____________
iPass, Inc. – to the CompuServe Network Services Agreement
for Managed Service Providers (MSPP) dated November 4, 1997 ("CompuServe NSA")
and the Virtual Internet Provider Agreement ("VIP") between UUNET Technologies,
Inc. ("UUNET") and iPass, Inc. ("Reseller"), dated January 9, 1997 ("VIP
Agreement") is made as of the date of the second signature below ("Effective
Date").
The parties agrees as follows:
1. The following is
_____________
iPass, Inc. – modified by this Amendment, and as hereby
modified, the VIP Agreement and the CompuServe NSA shall remain in full force
and effect. The parties acknowledge their agreement by signing below.
iPass, Inc. UUNET Technologies, Inc.
By: /s/ Ronald Calandra By: /s/ John W. Bell IV
----------------------- -------------------------
Name: Ronald Calandra Name: John W. Bell IV
Title: VP Operations Title: VP, Wholesale Sales
Date:
_____________
iPass, Inc. – HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
3.
{PAGE}
AMENDMENT NO. 4
Background
UUNET Technologies, Inc. and iPass, Inc. , directly and through their
respective predecessors in interest CompuServe Incorporated and i-Pass Alliance
Inc., are parties to two agreements for dial-up Internet access, each of which
has
_____________
dt 1462757
;
iPass
As referenced in this Virtual Internet Provider (VIP) Agreement:
iPass, Inc; – Providers (MSP) dated
November 4, 1997 ("CompuServe NSA").
Whereas, the parties desire to amend the Agreement and the CompuServe NSA;
Whereas, i-Pass Alliance, Inc. has changed its name to iPass, Inc; and
Whereas, UUNET is the successor in interest to CompuServe Network Services,
Inc., and has assumed the obligations and rights of CompuServe, Inc. under the
CompuServe NSA;
Now therefore,
_____________
iPass, Inc. – be modified by this Amendment, and as hereby modified,
the Agreement and the CompuServe NSA shall remain in full force and effect. The
parties acknowledge their agreement by signing below:
iPass, Inc. UUNET Technologies, Inc.
By: /s/ Michael H. Mansouri By: /s/ Brad Layman
----------------------------- -----------------------
Name: Michael H. Mansouri Name: Brad Layman
Title: Chairman and CEO Title: Vice President
Date: Feb. 11,
_____________
iPass, Inc. – to the CompuServe Network Services Agreement
for Managed Service Providers (MSPP) dated November 4, 1997 ("CompuServe NSA")
and the Virtual Internet Provider Agreement ("VIP") between UUNET Technologies,
Inc. ("UUNET") and iPass, Inc. ("Reseller"), dated January 9, 1997 ("VIP
Agreement") is made as of the date of the second signature below ("Effective
Date").
The parties agrees as follows:
1. The following is
_____________
iPass, Inc. – modified by this Amendment, and as hereby
modified, the VIP Agreement and the CompuServe NSA shall remain in full force
and effect. The parties acknowledge their agreement by signing below.
iPass, Inc. UUNET Technologies, Inc.
By: /s/ Ronald Calandra By: /s/ John W. Bell IV
----------------------- -------------------------
Name: Ronald Calandra Name: John W. Bell IV
Title: VP Operations Title: VP, Wholesale Sales
Date:
_____________
iPass, Inc. – HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
3.
{PAGE}
AMENDMENT NO. 4
Background
UUNET Technologies, Inc. and iPass, Inc. , directly and through their
respective predecessors in interest CompuServe Incorporated and i-Pass Alliance
Inc., are parties to two agreements for dial-up Internet access, each of which
has
_____________
dt 1462776
;
| UUNET Technologies, Inc.;
I-Pass Alliance, Inc.
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Full Doc
| 2001 |
Carrier Services Agreement
Carrier Services Agreement (93K)
Doc #1142397: Click preview link for longer preview.
CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSIONS.
QWEST COMMUNICATIONS CORPORATION
CARRIER SERVICES AGREEMENT
THIS CARRIER SERVICES AGREEMENT (the "Agreement") is entered into by and between
QWEST COMMUNICATIONS CORPORATION ("Qwest"), a Delaware corporation, located at
555 . . .
1142397
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ZeroPlus.com
As referenced in this Carrier Services Agreement:
ZEROPLUS.COM, INC. – SERVICES AGREEMENT
THIS CARRIER SERVICES AGREEMENT (the "Agreement") is entered into by and between
QWEST COMMUNICATIONS CORPORATION ("Qwest"), a Delaware corporation, located at
555 17th Street, Denver, Colorado 80202, and ZEROPLUS.COM, INC. (the
"Customer"), a Delaware corporation located at 12800 Middlebrook Road, Suite
400, Germantown, Maryland 20874, facsimile number (301) 601-8777. Qwest and
Customer are sometimes referred to in this
_____________
Zeroplus.com, Inc. – either registered or certified mail, return receipt requested,
postage prepaid, or via overnight courier service, addressed by name and address
to the Party or person intended as follows:
To Customer: Zeroplus.com, Inc.
12800 Middlebrook Road, Suite 400
Germantown, Maryland 20874
Facsimile #: (301) 601-8777
Attention: Donald Shoff, VP of Finance
To Qwest: Qwest Communications Corporation
555 l7th Street
Denver, Colorado 80202
_____________
ZEROPLUS.COM, INC. – by Qwest as set forth below.
QWEST COMMUNICATIONS CORPORATION
By: /s/ MICHAEL J. KRUPNIK Date OCTOBER 12, 2000
-------------------------------- ----------------------------------
Name: MICHAEL J. KRUPNIK
-------------------------------
Title: REGIONAL VICE PRESIDENT
------------------------------
By:
--------------------------------
Qwest Contracts Administrator
ZEROPLUS.COM, INC.
By: /S/ LAWRENCE W. MITCHELL Date OCTOBER 5, 2000
-------------------------------- ----------------------------------
Lawrence W. Mitchell
Vice President and General Counsel
12
QWEST CONFIDENTIAL AND PROPRIETARY
<PAGE>
CONFIDENTIAL MATERIAL OMITTED AND
_____________
dt 1808279
;
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ZeroPlus.com
As referenced in this Carrier Services Agreement:
ZEROPLUS.COM, INC. – SERVICES AGREEMENT
THIS CARRIER SERVICES AGREEMENT (the "Agreement") is entered into by and between
QWEST COMMUNICATIONS CORPORATION ("Qwest"), a Delaware corporation, located at
555 17th Street, Denver, Colorado 80202, and ZEROPLUS.COM, INC. (the
"Customer"), a Delaware corporation located at 12800 Middlebrook Road, Suite
400, Germantown, Maryland 20874, facsimile number (301) 601-8777. Qwest and
Customer are sometimes referred to in this
_____________
Zeroplus.com, Inc. – either registered or certified mail, return receipt requested,
postage prepaid, or via overnight courier service, addressed by name and address
to the Party or person intended as follows:
To Customer: Zeroplus.com, Inc.
12800 Middlebrook Road, Suite 400
Germantown, Maryland 20874
Facsimile #: (301) 601-8777
Attention: Donald Shoff, VP of Finance
To Qwest: Qwest Communications Corporation
555 l7th Street
Denver, Colorado 80202
_____________
ZEROPLUS.COM, INC. – by Qwest as set forth below.
QWEST COMMUNICATIONS CORPORATION
By: /s/ MICHAEL J. KRUPNIK Date OCTOBER 12, 2000
-------------------------------- ----------------------------------
Name: MICHAEL J. KRUPNIK
-------------------------------
Title: REGIONAL VICE PRESIDENT
------------------------------
By:
--------------------------------
Qwest Contracts Administrator
ZEROPLUS.COM, INC.
By: /S/ LAWRENCE W. MITCHELL Date OCTOBER 5, 2000
-------------------------------- ----------------------------------
Lawrence W. Mitchell
Vice President and General Counsel
12
QWEST CONFIDENTIAL AND PROPRIETARY
<PAGE>
CONFIDENTIAL MATERIAL OMITTED AND
_____________
dt 1808280
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Full Doc
| 2002 |
Satellite Services Agreement
Satellite Services Agreement (25K)
Doc #1150848: Click preview link for longer preview.
SATELLITE SERVICES AGREEMENT
THIS SATELLITE SERVICES AGREEMENT (this "Agreement") is entered into as of this 31st day of January, 2002, by and between COMVERSE, INC., a Delaware corporation ("Comverse"), and COMVERSE INFOSYS, INC., a Delaware corporation ("Purchaser").
WITNESSETH
WHEREAS, Purchaser is interested in purchasing certain services from Comverse from and after the date hereof.
NOW, THEREFORE, in consideration of the mutual . . .
1150848
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 Chase Manhattan
As referenced in this Satellite Services Agreement:
Chase Manhattan Bank, – challenged, shall be subject to late charges for each month or portion thereof the statement is overdue, calculated as the lesser of (i) the then current prime rate offered by Chase Manhattan Bank, plus one percentage point, or (ii) the maximum rate allowed by applicable law.
3.3 Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO
_____________
dt 1426461
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