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Agreement for Consulting Services
Agreement for Consulting Services (81K)
Doc #197779: Click preview link for longer preview.
AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT FOR CONSULTING SERVICES is made and entered into as of
February 22, 2003 (the "Effective Date"), by and between America Online, Inc., a
Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166
(hereinafter referred to as "AOL"), and America Online Latin America, Inc., a
Delaware corporation, with principal offices at Suite 400, 6600 N. Andrews
Avenue, Ft. Lauderdale, Florida 33309 (hereinafter referred to as "Consultant")
(each a "Party" and collectively the "Parties").
AOL, operates the America Online(R) brand service, an interactive
computer communications, information and transactions service. Consultant is
familiar with the America Online(R) brand service. AOL desires to engage the
services of Consultant and Consultant desires to accept such engagement upon the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, AOL and Consultant hereby agree as follows:
1. SERVICES AND SCOPE OF WORK
1.1 SERVICES. Consultant agrees to provide to AOL consulting
services ("Consulting Services") as they are described on
Schedule 1 attached hereto as Exhibit A and on such schedules
as are executed from time to time by both Parties to this
Agreement (the "Schedules"). Each Schedule shall be
consecutively numbered and annexed hereto. Consulting Services
shall be provided in accordance with the provisions of this
Agreement and the applicable Schedule.
1.2 SCOPE OF WORK. Each Schedule shall contain a description of
the tasks to be performed by Consultant, the deliverables and
documentation, if any, to be produced by Consultant
(collectively, "Deliverables"), a schedule of performance, a
schedule of payments and a statement of Consultant's
then-current rates, if applicable.
1.3 PERFORMANCE OF SERVICES. Consultant has the right to (i)
control and direct the means, manner and method by which the
Consulting Services are performed, and (ii) perform the
Consulting Services at any place or location and at such time
as Consultant may reasonably determine. Unless otherwise
agreed to by the Parties in writing or on a Schedule,
Consultant shall (i) observe the working hours, working rules
and polices of AOL while working on AOL's premises, and (ii)
furnish all equipment and materials used to perform the
Consulting Services, including but not limited to telephone
lines, personal computers and modems.
1.4 OTHER WORK. Consultant shall ensure that the Programmers are
dedicated solely to providing the Consulting Services
hereunder. In the event Consultant wishes to perform work of a
similar nature to the Consulting Services (i.e., programming
Hispanic content or area) during the term of this Agreement
for any Interactive Service based in the U.S., Consultant
shall give AOL ninety (90) days prior written notice thereof
and AOL shall have the right to terminate this agreement upon
thirty (30) days written days notice thereof. As used herein,
an Interactive Service is an entity offering one or more of
the following: (i) online or Internet connectivity services
1
<PAGE>
(e.g., an online service or Internet service provider); (ii)
an interactive site or service featuring a broad selection of
aggregated third party interactive content (or navigation
thereto) covering a broad range of subjects and targeted at a
broad audience (e.g., a search and directory service or
portal) and/or marketing a broad selection of products and/or
services across numerous "vertical" interactive commerce
categories (e.g., an online mall or multiple-category
e-commerce site); or (iii) communications software capable of
serving as the principal means through which a user creates,
sends or receives electronic mail or real time online
messages.
1.5 COMPLIANCE WITH APPLICABLE LAW. Except with respect to actions
taken per the express instructions of AOL, Consultant shall
ensure that Consultant complies with all applicable local,
state and federal law and AOL's then-current Terms of Service
in performing the Consulting Services.
2. CONSULTANT PERSONNEL
2.1 CONSULTANT PROJECT MANAGER. The Parties shall mutually agree
on which Programmer will act as project manager for Consultant
(the "Consultant Project Manager"), whose duties shall be to
act as liaison between AOL and Consultant.
2.2 INDEPENDENT CONTRACTOR; NO AGENCY. Consultant is an
independent contractor. Consultant shall not be deemed for any
purpose to be an employee of AOL. AOL shall not be responsible
to Consultant or any governing body for any payroll-related
taxes related to the performance of the services, including
but not limited to, withholding or other taxes related to
federal or state income tax, social security benefits or
unemployment compensation. This Agreement shall not be
interpreted or construed to provide that either Party is an
agent, representative or partner of the other Party. This
Agreement shall not be interpreted or construed to provide
that either Party shall have any right, power or authority to
enter into any agreement for or on behalf of, or incur any
obligation or liability on behalf of, or to otherwise bind,
the other Party. This Agreement shall not be interpreted or
construed to create an employment relationship, an
association, agency, joint venture or partnership between the
Parties or to impose any liability attributable to such a
relationship upon either Party.
2.3 CONSULTANT'S EMPLOYEES AND ASSISTANTS. From time to time,
Consultant may, subject to the terms and conditions set forth
in this Agreement, engage employees, independent contractors,
consultants, volunteer assistants or other persons or entities
(collectively, "Assistants") to aid Consultant in performing
Consultant's duties under this Agreement. AOL has no
relationship with or to such Assistants and such Assistants
are not employees, agents, consultants, representatives,
assistants or independent contractors of AOL. Consultant shall
be fully and solely responsible for the supervision and
payment of such Assistants and for all work performed by such
Assistants and any third party subcontractors approved by AOL
as provided in this Agreement.
3. PROJECT MANAGEMENT
3.1 AOL PROJECT MANAGER. AOL shall designate a project manager
for each Schedule (the "AOL Project Manager") who shall act
as a liaison between AOL and Consultant.
3.2 [intentionally deleted]
3.3 ACCOUNTS. Consultant shall be given account(s) for the America
Online(R) brand service for the exclusive purpose of enabling
it and its agents to perform Consultant's duties under this
Agreement. The account(s) shall be of the type determined by
AOL to be necessary for Consultant to perform its duties
hereunder. Consultant shall be responsible for any premium
charges, transaction charges, communication surcharges or
other charges incurred by any such account(s), other than
AOL's standard monthly subscription charge. Consultant shall
be responsible for the actions taken under or through its
197779
|
AOL Latin
As referenced in this Agreement for Consulting Services:
america online latin america, – with offices at 22000 AOL Way, Dulles, Virginia 20166
(hereinafter referred to as "AOL"), and America Online Latin America, Inc., a
Delaware corporation, with principal offices at Suite 400, 6600 N. Andrews
Avenue,
america online latin america, – 1 DATED FEBRUARY 22, 2003 TO
AGREEMENT FOR CONSULTING SERVICES
BETWEEN
AMERICA ONLINE, INC. AND AMERICA ONLINE LATIN AMERICA, INC.
DATED AS OF FEBRUARY 22, 2003 (THE "AGREEMENT")
SCOPE OF WORK
1. Detailed
dt 3020
;
America Online
As referenced in this Agreement for Consulting Services:
America Online, – made and entered into as of
February 22, 2003 (the "Effective Date"), by and between America Online, Inc., a
Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166
(hereinafter
AOL – Effective Date"), by and between America Online, Inc., a
Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166
(hereinafter referred to as "AOL"), and America Online Latin America,
"AOL – Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166
(hereinafter referred to as "AOL "), and America Online Latin America, Inc., a
Delaware corporation, with principal offices at Suite
America Online – with offices at 22000 AOL Way, Dulles, Virginia 20166
(hereinafter referred to as "AOL"), and America Online Latin America, Inc., a
Delaware corporation, with principal offices at Suite 400, 6600 N. Andrews
AOL – Lauderdale, Florida 33309 (hereinafter referred to as "Consultant")
(each a "Party" and collectively the "Parties").
AOL , operates the America Online(R) brand service, an interactive
computer communications, information and transactions
dt 52358
;
|
America Online
As referenced in this Agreement for Consulting Services:
America Online, – made and entered into as of
February 22, 2003 (the "Effective Date"), by and between America Online, Inc., a
Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166
(hereinafter
AOL – Effective Date"), by and between America Online, Inc., a
Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166
(hereinafter referred to as "AOL"), and America Online Latin America,
"AOL – Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166
(hereinafter referred to as "AOL "), and America Online Latin America, Inc., a
Delaware corporation, with principal offices at Suite
America Online – with offices at 22000 AOL Way, Dulles, Virginia 20166
(hereinafter referred to as "AOL"), and America Online Latin America, Inc., a
Delaware corporation, with principal offices at Suite 400, 6600 N. Andrews
AOL – Lauderdale, Florida 33309 (hereinafter referred to as "Consultant")
(each a "Party" and collectively the "Parties").
AOL , operates the America Online(R) brand service, an interactive
computer communications, information and transactions
dt 52358
|
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| 2002 |
Agreement for Consulting Services
Agreement for Consulting Services (21K)
Doc #197804: Click preview link for longer preview.
Date: As of October 12, 2002
Subject: AGREEMENT FOR CONSULTING SERVICES
This agreement ("Agreement") sets forth the terms of the provision by Javier
Aguirre ("Consultant") of certain mutually agreed consulting services to America
Online Latin America, Inc. ("AOLA") as described herein.
SCOPE OF WORK
Provide financial consulting services to AOLA senior management, to the extent
mutually agreed by AOLA and the Consultant.
COMPENSATION
Compensation will be as mutually agreed upon by the parties on a
project-by-project basis.
EXPENSES
Reasonable phone calls will be reimbursed by AOLA. Any expenses not covered
hereby or otherwise approved by AOLA shall be borne by Consultant. Expenses
shall otherwise be covered under Exhibit A attached hereto.
TERMINATION
Unless earlier terminated as set forth in this Agreement, the term of this
Agreement will begin on October 12, 2002 and expire on July 11, 2003; provided,
that if you accept employment with AOL Time Warner Inc., the Cisneros Group of
Companies, or any of their respective subsidiaries or other affiliates prior to
July 18, 2003, then this Agreement will terminate on April 12, 2003. In
addition, either party may terminate this Agreement at any time with or without
cause upon seven (7) days prior written notice.
PAYMENT TERMS
15 days upon invoice receipt.
Invoices will be submitted during the first week of each month.
ADDITIONAL TERMS
The terms set forth on Exhibit A shall form part of this Agreement.
197804
|
AOL Latin
As referenced in this Agreement for Consulting Services:
america
online latin america, – terms of the provision by Javier
Aguirre ("Consultant") of certain mutually agreed consulting services to America
Online Latin America, Inc. ("AOLA") as described herein.
SCOPE OF WORK
Provide financial consulting services to AOLA
america online latin america, – on Exhibit A shall form part of this Agreement.
<TABLE>
<CAPTION>
AMERICA ONLINE LATIN AMERICA, INC.
<S> <C>
By: /s/ Javier Aguirre By: /s/ Charles
dt 3042
;
Time Warner
As referenced in this Agreement for Consulting Services:
Time Warner Inc – of this
Agreement will begin on October 12, 2002 and expire on July 11, 2003; provided,
that if you accept employment with AOL Time Warner Inc ., the Cisneros Group of
Companies, or any of their respective subsidiaries or other affiliates prior to
July 18, 2003, then this Agreement
_____________
dt 265809
;
|
Time Warner
As referenced in this Agreement for Consulting Services:
Time Warner Inc – of this
Agreement will begin on October 12, 2002 and expire on July 11, 2003; provided,
that if you accept employment with AOL Time Warner Inc ., the Cisneros Group of
Companies, or any of their respective subsidiaries or other affiliates prior to
July 18, 2003, then this Agreement
_____________
dt 265809
;
Javier Aguirre
|
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Full Doc
| 2003 |
Network Services Agreement Term Sheet
Network Services Agreement Term Sheet (56K)
Doc #197723: Click preview link for longer preview.
AOL - BRASIL TELECOM
NETWORK SERVICES AGREEMENT TERM SHEET
OVERVIEW
AOL Brasil Ltda., with head offices at Av. Industrial 600, 2.Andar, in the City
of Santo Andre, State of Sao Paulo, enrolled with CNPJ under n.
03.032.579/0001-62 (AOL) and Brasil Telecom S.A., with head offices in the city
of Brasilia-DF, at SIA Sul, ASP, Lote "D" , Bloco "B", enrolled with CNPJ/MF
under n(0) 76.535.764/0001-43 ("Vendor") will enter into a definitive agreement
(the "Agreement") based upon the terms below and Exhibit A, B, C, D, E and F
hereto, which describe Vendor's provision of dialup access services (the
"Services") within the "Service Areas," defined as Brazil's Region II as defined
by ANATEL's "Plano Geral de Outorgas" (the "Initial Service Area") and any other
areas requested from time to time by AOL in which Vendor offers or provides dial
up access services (each, an "Additional Service Area").
SERVICE REQUIREMENTS
SPECIFICATIONS. The Services will conform fully to the specifications in Exhibit
A.
SERVICE LEVELS. The Services will meet or exceed the performance standards in
Exhibit B.
SERVICE DESCRIPTION
DEDICATED PORTS. Vendor will provide the Services on a dedicated ports basis,
using shared access infrastructure (RAS). AOL shall order a multiple of [**]
ports per location.
SERVICE COMMITMENTS
TERM. The term of the transaction contemplated herein and in the Agreement shall
be equal to 3 years from the date in which this Term Sheet is executed. AOL may
elect to renew the agreement for up to 3 additional one-year periods by giving
30 days' notice prior to expiration of the then-current term.
TRAFFIC COMMITMENT: AOL will be required to generate a [**] equivalent to an
average of [**] minutes of traffic per month per installed port ("[**]"). The
[**] shall be considered with respect to the whole network, as an aggregated
traffic, and not in a per port basis. In case AOL fails to meet the [**]
described herein, then Vendor shall notify AOL of such failure, and AOL shall
have [**] days to cure such failure. AOL shall review the network capacity
requirement, and cancel idle capacity so that the [**] is met when taken as an
average of the next [**] months following such cancellation.
DECOMMISSIONING.
At any time during the Term, AOL may decommission or cancel any installed Port
at its own discretion, upon [**] days' prior written notice to Vendor without
the payment of any penalties or fees from AOL to Vendor, provided [**] the [**]
for the [**], if any.
SERVICE CHARGES
1
<PAGE>
PORT PRICING. All charges relating to the Services in the Initial Service Areas
are set forth in Exhibit D - Pricing for Additional Service Areas will be agreed
by the parties following AOL's request to Vendor to provide Services in such
areas.
PAYMENT TERMS. All charges due under this Term Sheet and/or the Agreement shall
be invoiced in R$ in arrears to AOL. All undisputed charges shall be payable
within [**] days of receipt of the corresponding invoice. AOL may withhold
payment of particular charges that AOL disputes in good faith. In the event that
AOL withholds payment pursuant to this section, AOL will provide Vendor with
written notice of the dispute within the [**] period described in this Section
and will engage in good faith discussions with Vendor to resolve such disputed
charges during such [**] period.
OFFSET. Any fees, charges, credits, debts, or other amounts payable ("Charges")
by AOL to Vendor under this Term Sheet and/or the Agreement are subject to
offset against other Charges owed by Vendor to AOL under this Term Sheet and/or
the Agreement or any other agreement executed between the Parties.
TAXES. Vendor will be responsible for any taxes or duties imposed on the
acquisition or use of any goods or services involved in providing the Services
Except if in contrary agreed by the Parties in written, any and all prices
provided in Exhibits to this Term Sheet, and/or included in the Agreement,
contain any all taxes applicable to the transaction provided herein,
notwithstanding AOL's obligation to comply with tax provisions contained in
the applicable Brazilian legislation or regulation. If taxes due as of the date
of the execution of this Term Sheet are changed as a result of changes in the
applicable legislation or regulation or as a result of decisions of competent
Brazilian authorities, than the prices provided in the Exhibits of this Term
Sheet and in the Agreement shall be reviewed respectively and Vendor shall
inform AOL of such changes.
EXCLUDED CHARGES. Vendor will not charge AOL for any Port that is used for [**]
purposes. For, Also, Vendor will not charge AOL for any Port to which calls are
[**], beginning on the [**] day in which such Port is [**] and continuing until
the Port is no longer [**].
STRATEGIC PROTECTIONS
MOST FAVORED CUSTOMER. Neither Vendor nor its affiliates will offer or provide
dialup access services that are reasonably comparable to the Services to any
customer that purchases services in amounts equivalent to (or lesser than) AOL's
amounts, (1) at prices that are lower than those charged to AOL, or (2) pursuant
to any terms and conditions that are more favorable to such customer than AOL's
terms and conditions (each of (1) or (2), "More Favorable Terms"). If Vendor or
an affiliate offers or provides (a) dialup access services that are NOT
reasonably comparable to the Services to any customer, or (b) dialup access
services that are reasonably comparable to the Services on More Favorable Terms
to any customer that purchases services in amounts GREATER than AOL's amounts,
Vendor will offer to provide to AOL such services on [**] and [**] and [**]
applicable to such customer.
MARKET PRICE ADJUSTMENTS. From time to time, AOL will be entitled to notify
Vendor of a required adjustment to pricing for the Services in order to reflect
changes in the relevant Market Price in any Service Area. "Market Price" means,
in each Service Area, the lower of (a) the [**] offered to AOL by a vendor of
dialup access services that are reasonably comparable to the Services, and (b)
the [**] cost to AOL of provisioning dialup access services that are reasonably
comparable to the Services, plus a markup of [**]. If AOL notifies Vendor of a
lower Market Price in any Service Area then, AOL and Vendor will negotiate new
prices for the Services, and Vendor will make its best efforts to meet the
197723
|
AOL Latin
As referenced in this Network Services Agreement Term Sheet:
america online latin
america, – governing body. Notwithstanding the foregoing,
AOLB may disclose this Term Sheet to America Online, Inc., America Online Latin
America, Inc. and/or the Cisneros Group.
PUBLIC RELATIONS Neither party shall issue a news
dt 2996
;
America Online
As referenced in this Network Services Agreement Term Sheet:
;AOL – EX-10.2
<SEQUENCE>4
<FILENAME>g82774exv10w2.txt
<DESCRIPTION>;AOL -BRASIL TELECOM NETWORK SERVICES AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 10.2
AOL – AOL-BRASIL TELECOM NETWORK SERVICES AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 10.2
AOL - BRASIL TELECOM
NETWORK SERVICES AGREEMENT TERM SHEET
OVERVIEW
AOL Brasil Ltda., with head offices
AOL – lt;PAGE>
EXHIBIT 10.2
AOL - BRASIL TELECOM
NETWORK SERVICES AGREEMENT TERM SHEET
OVERVIEW
AOL Brasil Ltda., with head offices at Av. Industrial 600, 2.Andar, in the City
(AOL – Andre, State of Sao Paulo, enrolled with CNPJ under n.
03.032.579/0001-62 (AOL ) and Brasil Telecom S.A., with head offices in the city
of Brasilia-DF,
AOL – Outorgas" (the "Initial Service Area") and any other
areas requested from time to time by AOL in which Vendor offers or provides dial
up access services (each, an "Additional Service
dt 52346
;
|
America Online
As referenced in this Network Services Agreement Term Sheet:
;AOL – EX-10.2
<SEQUENCE>4
<FILENAME>g82774exv10w2.txt
<DESCRIPTION>;AOL -BRASIL TELECOM NETWORK SERVICES AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 10.2
AOL – AOL-BRASIL TELECOM NETWORK SERVICES AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 10.2
AOL - BRASIL TELECOM
NETWORK SERVICES AGREEMENT TERM SHEET
OVERVIEW
AOL Brasil Ltda., with head offices
AOL – lt;PAGE>
EXHIBIT 10.2
AOL - BRASIL TELECOM
NETWORK SERVICES AGREEMENT TERM SHEET
OVERVIEW
AOL Brasil Ltda., with head offices at Av. Industrial 600, 2.Andar, in the City
(AOL – Andre, State of Sao Paulo, enrolled with CNPJ under n.
03.032.579/0001-62 (AOL ) and Brasil Telecom S.A., with head offices in the city
of Brasilia-DF,
AOL – Outorgas" (the "Initial Service Area") and any other
areas requested from time to time by AOL in which Vendor offers or provides dial
up access services (each, an "Additional Service
dt 52346
;
Brasil Telecom S.A.
|
| Preview
Full Doc
| 2000 |
AOL Online Services Agreement
AOL Online Services Agreement (114K)
Doc #198009: Click preview link for longer preview.
AOL ONLINE SERVICES AGREEMENT
THIS AOL ONLINE SERVICES AGREEMENT (this "Agreement"), dated as of
_________, 2000 (the "Effective Date"), is entered into by and between
America Online, Inc., ("AOL" or "Service Provider"), a corporation
organized under the laws of the state of Delaware, having its principal
offices at 22000 AOL Way, Dulles, Virginia, USA 20166-9323, and America
Online Latin America, Inc., a Delaware corporation (the "Company" or
"Recipient"), having its principal offices at 6600 N. Andrews Avenue, Suite
500, Ft. Lauderdale, FL, USA 33309.
WITNESSETH:
----------
WHEREAS, Service Provider is engaged in the business of providing
Interactive Services worldwide.
WHEREAS, the Company operates and/or markets and supports the Business
in the Territory through certain operating entities owned by the Company,
including Recipient.
WHEREAS, concurrent with the execution hereof, the Company and AOL
have entered into the related AOL License Agreement (the "AOL License"),
pursuant to which AOL has granted to the Company certain rights and
licenses for conducting the Recipient Interactive Services. In connection
therewith, and pursuant to the Related Agreements, AOL has agreed to extend
to the Company certain services, including technical support, training and
related services pertaining to AOL Services, that are necessary to Launch
and operate the Recipient Interactive Services in the Territory, all as set
forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
AGREEMENT:
---------
1. DEFINITIONS; CONSTRUCTION. Capitalized terms used but not defined in the
body of this Agreement shall have the meaning given to such terms in
Attachment A. Other capitalized terms used without definition shall have
------------
the meanings given in the AOL License. Unless the context clearly indicates
otherwise, any term defined or used in the singular shall include the
plural. Use of the term "include" or "including" shall be construed to mean
"include without limitation" or "including without limitation", as
applicable.
2. PROVISION OF CERTAIN ONLINE SERVICES. In connection with the AOL
License, and subject to the Related Agreements, Service Provider shall
provide Recipient with the services described in this Section 2 in order to
facilitate the Launch and operation by Recipient of AOL-branded PC Access
Services in the Territory. At such time that the Board of Directors
approves the development and Launch of one or more additional Recipient
Interactive Service(s) in particular country(s) in the Territory pursuant
to the Company's Certificate of Incorporation, Recipient shall notify
Service Provider in writing of such approval and identify
-1-
the particular country(s) in the Territory and what Recipient Interactive
Services are to be provided (such notice, the "Service Notice"), and
Service Provider shall commence provision of the services described in this
Section 2 in such countries and/or with respect to such additional
Recipient Interactive Services.
2.1 Consistency of AOL Services. The parties acknowledge and agree
---------------------------
that it is necessary for Service Provider to maintain uniform standards
governing all material facets of AOL Services in order to provide
subscribers worldwide with high quality, cost effective and consistent
levels of service, and to protect the reputation and goodwill associated
with the AOL Services in the Interactive Services market. Accordingly,
Service Provider shall provide Recipient with the services described herein
in a manner consistent with such objectives.
2.2 Licensed Product Development Services.
-------------------------------------
(a) Launch Software. As promptly as practicable following the
---------------
date hereof, and pursuant to the terms and conditions of this Agreement,
Service Provider shall provide Recipient with the launch software, in
accordance with the requirements set forth in Attachment B (the "Launch
------------
Software"), to be used in connection with the Launch by Recipient of a PC
Access Service in the country(s) in the Territory identified by Recipient
as aforesaid. All Launch Software shall be deemed to be components of the
Licensed Products. Recipient shall have the same license rights to the
Launch Software as those rights granted to Recipient in Section 2 of the
AOL License with respect to the Licensed Products. Recipient shall pay
Service Provider for the localization of the Launch Software at MFN Rates.
All payments under this Section 2.2(a) shall be made within twenty (20)
Business Days following submission of quarterly invoices, which shall
include a breakdown, on a time and material basis, in reasonable detail of
the charges, in respect of the work carried out during the preceding
quarter. Recipient shall pay Service Provider at MFN Rates for the
internationalization or localization of post-Launch modifications to the
Licensed Products in accordance with the process described in Section
2.2(d) below.
(b) New AOL Developments. Service Provider shall provide
--------------------
Recipient with New AOL Developments for the Recipient Interactive Services
as described in this Section 2.2(b). At the beginning of each calendar
quarter, Service Provider shall conduct a technology review and provide
Recipient with Service Provider's New AOL Development intentions for that
quarter with respect to the Recipient Interactive Services that Recipient
is then providing. Recipient shall pay Service Provider at MFN Rates for
any internationalization or localization required to implement New AOL
Developments for such Recipient Interactive Services in accordance with the
process described in Section 2.2(d) below. Recipient acknowledges and
agrees that New AOL Developments shall be deemed to be Licensed Products
under the AOL License. Recipient shall have the same license rights to the
New AOL Developments as those rights granted to Recipient in Section 2 of
the AOL License with respect to the Licensed Products. Consistent with
Service Provider's Uniform Policies regarding New AOL Developments and,
subject to Section 2.2 of the AOL License, Service Provider shall exercise
commercially reasonably efforts to retain and grant to Recipient all rights
with respect to Third Party Product enhancements on the same terms as set
forth in Section 2.2 in the AOL License.
198009
|
AOL Latin
As referenced in this AOL Online Services Agreement:
america
online latin america, – Delaware, having its principal
offices at 22000 AOL Way, Dulles, Virginia, USA 20166-9323, and America
Online Latin America, Inc., a Delaware corporation (the "Company" or
"Recipient"), having its principal offices at 6600
america online latin america, – Dulles, Virginia 20166-9323,
Attention: General Counsel
Telefax: 703-265-2208
If to Recipient, to:
America Online Latin America, Inc.
6600 N. Andrews Avenue, Suite 500
Fort Lauderdale, FL 33309, USA
Attn: President
america online latin america – to be executed by
their duly authorized representatives as of the date set forth below.
AMERICA ONLINE LATIN AMERICA ONLINE, INC.
AMERICA, INC.
By: /s/ Charles M. Herington By: /s/ J. Michael Kelly
------------------------ ------------------------
Name:
dt 3162
;
America Online
As referenced in this AOL Online Services Agreement:
AOL –
EX-10.6
6
0006.txt
AOL ONLINE SERVICES AGREEMENT
EXHIBIT 10.6
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT MARKED
AOL – AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
AOL ONLINE SERVICES AGREEMENT
THIS AOL ONLINE SERVICES AGREEMENT (this "Agreement"), dated as of
_________,
AOL – RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
AOL ONLINE SERVICES AGREEMENT
THIS AOL ONLINE SERVICES AGREEMENT (this "Agreement"), dated as of
_________, 2000 (the "Effective Date"), is
America Online, – Agreement"), dated as of
_________, 2000 (the "Effective Date"), is entered into by and between
America Online, Inc., ("AOL" or "Service Provider"), a corporation
organized under the laws of the state
"AOL – of
_________, 2000 (the "Effective Date"), is entered into by and between
America Online, Inc., ("AOL " or "Service Provider"), a corporation
organized under the laws of the state of Delaware,
dt 52432
;
|
America Online
As referenced in this AOL Online Services Agreement:
AOL –
EX-10.6
6
0006.txt
AOL ONLINE SERVICES AGREEMENT
EXHIBIT 10.6
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT MARKED
AOL – AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
AOL ONLINE SERVICES AGREEMENT
THIS AOL ONLINE SERVICES AGREEMENT (this "Agreement"), dated as of
_________,
AOL – RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
AOL ONLINE SERVICES AGREEMENT
THIS AOL ONLINE SERVICES AGREEMENT (this "Agreement"), dated as of
_________, 2000 (the "Effective Date"), is
America Online, – Agreement"), dated as of
_________, 2000 (the "Effective Date"), is entered into by and between
America Online, Inc., ("AOL" or "Service Provider"), a corporation
organized under the laws of the state
"AOL – of
_________, 2000 (the "Effective Date"), is entered into by and between
America Online, Inc., ("AOL " or "Service Provider"), a corporation
organized under the laws of the state of Delaware,
dt 52432
|
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AOL Online Services Agreement
AOL Online Services Agreement (111K)
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AOL ONLINE SERVICES AGREEMENT
THIS AOL ONLINE SERVICES AGREEMENT (this "Agreement"), dated as of
_________, 2000 (the "Effective Date"), is entered into by and between
America Online, Inc., ("AOL" or "Service Provider"), a corporation
organized under the laws of the state of Delaware, having its principal
offices at 22000 AOL Way, Dulles, Virginia, USA 20166-9323, and America
Online Latin America, Inc., a Delaware corporation (the "Company" or
"Recipient"), having its principal offices at 6600 N. Andrews Avenue, Suite
500, Ft. Lauderdale, FL, USA 33309.
WITNESSETH:
----------
WHEREAS, Service Provider is engaged in the business of providing
Interactive Services worldwide.
WHEREAS, the Company operates and/or markets and supports the Business
in the Territory through certain operating entities owned by the Company,
including Recipient.
WHEREAS, concurrent with the execution hereof, the Company and AOL
have entered into the related AOL License Agreement (the "AOL License"),
pursuant to which AOL has granted to the Company certain rights and
licenses for conducting the Recipient Interactive Services. In connection
therewith, and pursuant to the Related Agreements, AOL has agreed to extend
to the Company certain services, including technical support, training and
related services pertaining to AOL Services, that are necessary to Launch
and operate the Recipient Interactive Services in the Territory, all as set
forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
AGREEMENT:
---------
1. DEFINITIONS; CONSTRUCTION. Capitalized terms used but not defined in the
body of this Agreement shall have the meaning given to such terms in
Attachment A. Other capitalized terms used without definition shall have
------------
the meanings given in the AOL License. Unless the context clearly indicates
otherwise, any term defined or used in the singular shall include the
plural. Use of the term "include" or "including" shall be construed to mean
"include without limitation" or "including without limitation", as
applicable.
2. PROVISION OF CERTAIN ONLINE SERVICES. In connection with the AOL
License, and subject to the Related Agreements, Service Provider shall
provide Recipient with the services described in this Section 2 in order to
facilitate the Launch and operation by Recipient of AOL-branded PC Access
Services in the Territory. At such time that the Board of Directors
approves the development and Launch of one or more additional Recipient
Interactive Service(s) in particular country(s) in the Territory pursuant
to the Company's Certificate of Incorporation, Recipient shall notify
Service Provider in writing of such approval and identify
-1-
the particular country(s) in the Territory and what Recipient Interactive
Services are to be provided (such notice, the "Service Notice"), and
Service Provider shall commence provision of the services described in this
Section 2 in such countries and/or with respect to such additional
Recipient Interactive Services.
2.1 Consistency of AOL Services. The parties acknowledge and agree
---------------------------
that it is necessary for Service Provider to maintain uniform standards
governing all material facets of AOL Services in order to provide
subscribers worldwide with high quality, cost effective and consistent
levels of service, and to protect the reputation and goodwill associated
with the AOL Services in the Interactive Services market. Accordingly,
Service Provider shall provide Recipient with the services described herein
in a manner consistent with such objectives.
2.2 Licensed Product Development Services.
-------------------------------------
(a) Launch Software. As promptly as practicable following the
---------------
date hereof, and pursuant to the terms and conditions of this Agreement,
Service Provider shall provide Recipient with the launch software, in
accordance with the requirements set forth in Attachment B (the "Launch
------------
Software"), to be used in connection with the Launch by Recipient of a PC
Access Service in the country(s) in the Territory identified by Recipient
as aforesaid. All Launch Software shall be deemed to be components of the
Licensed Products. Recipient shall have the same license rights to the
Launch Software as those rights granted to Recipient in Section 2 of the
AOL License with respect to the Licensed Products. Recipient shall pay
Service Provider for the localization of the Launch Software at MFN Rates.
All payments under this Section 2.2(a) shall be made within twenty (20)
Business Days following submission of quarterly invoices, which shall
include a breakdown, on a time and material basis, in reasonable detail of
the charges, in respect of the work carried out during the preceding
quarter. Recipient shall pay Service Provider at MFN Rates for the
internationalization or localization of post-Launch modifications to the
Licensed Products in accordance with the process described in Section
2.2(d) below.
(b) New AOL Developments. Service Provider shall provide
--------------------
Recipient with New AOL Developments for the Recipient Interactive Services
as described in this Section 2.2(b). At the beginning of each calendar
quarter, Service Provider shall conduct a technology review and provide
Recipient with Service Provider's New AOL Development intentions for that
quarter with respect to the Recipient Interactive Services that Recipient
is then providing. Recipient shall pay Service Provider at MFN Rates for
any internationalization or localization required to implement New AOL
Developments for such Recipient Interactive Services in accordance with the
process described in Section 2.2(d) below. Recipient acknowledges and
agrees that New AOL Developments shall be deemed to be Licensed Products
under the AOL License. Recipient shall have the same license rights to the
New AOL Developments as those rights granted to Recipient in Section 2 of
the AOL License with respect to the Licensed Products. Consistent with
Service Provider's Uniform Policies regarding New AOL Developments and,
subject to Section 2.2 of the AOL License, Service Provider shall exercise
commercially reasonably efforts to retain and grant to Recipient all rights
with respect to Third Party Product enhancements on the same terms as set
forth in Section 2.2 in the AOL License.
198046
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AOL Latin
As referenced in this AOL Online Services Agreement:
america online latin america, – SEQUENCE>5
0005.txt
AOL ONLINE SERVICES AGREEMENT
EXHIBIT 10.6
America Online Latin America, Inc. has omitted from this Exhibit 10.6 portions
of the Agreement for which
america online latin america, – America, Inc. has omitted from this Exhibit 10.6 portions
of the Agreement for which America Online Latin America, Inc. has requested
confidential treatment from the Securities and Exchange Commission. The portions
of
america
online latin america, – Delaware, having its principal
offices at 22000 AOL Way, Dulles, Virginia, USA 20166-9323, and America
Online Latin America, Inc., a Delaware corporation (the "Company" or
"Recipient"), having its principal offices at 6600
america online latin america, – Dulles, Virginia 20166-9323,
Attention: General Counsel
Telefax: 703-265-2208
If to Recipient, to:
America Online Latin America, Inc.
6600 N. Andrews Avenue, Suite 500
Fort Lauderdale, FL 33309, USA
Attn: President
america online latin america – to be executed by
their duly authorized representatives as of the date set forth below.
AMERICA ONLINE LATIN AMERICA ONLINE, INC.
AMERICA, INC.
By: /s/ Charles M. Herington By: /s/ J. Michael Kelly
------------------------ ------------------------
Name:
dt 3194
;
America Online
As referenced in this AOL Online Services Agreement:
AOL –
EX-10.6
5
0005.txt
AOL ONLINE SERVICES AGREEMENT
EXHIBIT 10.6
America Online Latin America, Inc. has omitted from
America Online –
EX-10.6
5
0005.txt
AOL ONLINE SERVICES AGREEMENT
EXHIBIT 10.6
America Online Latin America, Inc. has omitted from this Exhibit 10.6 portions
of the Agreement for
America Online – America, Inc. has omitted from this Exhibit 10.6 portions
of the Agreement for which America Online Latin America, Inc. has requested
confidential treatment from the Securities and Exchange Commission. The portions
AOL – confidential treatment has been requested have been
filed separately with the Securities and Exchange Commission.
AOL ONLINE SERVICES AGREEMENT
THIS AOL ONLINE SERVICES AGREEMENT (this "Agreement"), dated as of
_________,
AOL – have been
filed separately with the Securities and Exchange Commission.
AOL ONLINE SERVICES AGREEMENT
THIS AOL ONLINE SERVICES AGREEMENT (this "Agreement"), dated as of
_________, 2000 (the "Effective Date"), is
dt 52456
;
|
America Online
As referenced in this AOL Online Services Agreement:
AOL –
EX-10.6
5
0005.txt
AOL ONLINE SERVICES AGREEMENT
EXHIBIT 10.6
America Online Latin America, Inc. has omitted from
America Online –
EX-10.6
5
0005.txt
AOL ONLINE SERVICES AGREEMENT
EXHIBIT 10.6
America Online Latin America, Inc. has omitted from this Exhibit 10.6 portions
of the Agreement for
America Online – America, Inc. has omitted from this Exhibit 10.6 portions
of the Agreement for which America Online Latin America, Inc. has requested
confidential treatment from the Securities and Exchange Commission. The portions
AOL – confidential treatment has been requested have been
filed separately with the Securities and Exchange Commission.
AOL ONLINE SERVICES AGREEMENT
THIS AOL ONLINE SERVICES AGREEMENT (this "Agreement"), dated as of
_________,
AOL – have been
filed separately with the Securities and Exchange Commission.
AOL ONLINE SERVICES AGREEMENT
THIS AOL ONLINE SERVICES AGREEMENT (this "Agreement"), dated as of
_________, 2000 (the "Effective Date"), is
dt 52456
|