Software/hardware Agreement With Celpage

10.1 Software/Hardware Agreement with Celpage


Schedule 1


General Terms & Conditions


Software/Hardware Agreement between IVoice.com, Inc . (IVOICE.COM, INC.) with offices at 1230 Highway 34 Aberdeen, NJ 07747 and Panam Wireless, Inc. d/b/a CELPAGE CELPAGE, with offices located at


ROAD 20 MARTINEZ NADAL AVENUE GUAYNABO, PR 00966 (USA) dated February 9, 2000 ("Agreement")


is entered into by the parties as of the same date ('Effective Date').


The parties agree that the Agreement is as follows:


IVOICE.COM, INC. agrees to the following.


Provide software and hardware specified in pricing quote attached as Schedule 2.


2, Provide maintenance for 1 year on software and hardware as specified in
Schedule 3 Note: Maintenance period starts upon completion of installation
of product


3. Provide installation of software as specified in Schedule 2.


4. Provide training as specified in Schedule 2. 2. Training site to tie
agreed upon,


5. Support and stand-by the clarifications given in e-mail dated Monday,
Jaunary 24, 2000 7:26 PM and attached as Schedule 4


CELPAGE agrees to the following:


1. Agreement to Schedules 1, 2, & 3 is authorization of order along with PO #,


2. Provide reasonable access to IVOICE . COM, INC. personnel for purposes of installation.


3. Give "acceptance" to installed and tested work completed, 50% Contract, 25%


BALANCE payment upon acceptance.


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4. Agree that installation travel and expenses are separate and billed as


5. Provide that order is accepted in whole as outlined in Schedule 2.


6. CELPAGE will provide and pay for an escrow agreement for the iVoice.com
for tie source code.


7. if the base system Is returned within 30 days, Celpage will be charged a 25% restocking fee.


IVOICE.COM, INC. INC. Panam Wireless, Inc. d/b/a
CELPAGE


By '/i- * 0 1


Name:_ Name, Jose Jaime Romero Tile: Title. VP & General Manager Date:_ It Date February 9. 2003


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SECOND SYSTEM TO GROW TO 192 PORTS


PENTIUM 11 SBC W/VIDEO


PENTIUM III - 500 MHZ W/FAN*****


256 MEG SDRAM M 168 PIN (ECC) PC- 100


19" RACKMOUNT CHASSIS-20 SLOT


2 19 SLOT PICMG BACKPLANE -- -


2 600 WATT HOT SWAP REDUNDANT P * 'SUPPLY


ADAPTEC 131 ULTA2 SCSI PLAID CONTROLLER KIT


6 36GB (36ZX) SCSI GMR 10,000 RPM DRIVES (FOR DATA ONLY)


4 SCSI REMOVABLE ULTRA HOT SWAP DRIVE SAY


2 PANASONIC 1.44MB FLOPPY DRIVE


MICROSOFT NT WORKSTATION 4.0 MEDIA & 1-U LICENSE


TEMPERATURE ALARM


TOSHIBA 40X CD-ROM DRIVE


3COM JOOO MEG NETWORK CARD-MODEL #3C985B


ASSEMBLY-RAID SYSTEM, WITH SOFTWARE


RACKMOUNTABLE PC $27,500.00


-- I - 24 PORT DIALOGIC VOICE PROCESSING BOARDS


MODEL NUMBER D240SCTI, MADE BY DIALOGIC (PCI BASED)


T1 PRICING $7,000.00 PER 24 PORTS


SOFTWARE:


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GROWTH TO 480 PORTS


1 -24 PORT INSIGHT IVR AND VOICEMAIL APPLICATION DEVELOPMENT


TOTAL SOFTWARE TOOLS $9,750.00 PER 24 PORTS


--24 PORT INS IGHT APPLICATION DEVELOPMENT AS PER ATTACHED SCRIPT


TOTAL DEVELOPMENT COSTS $9,875.00 PER 24 PORTS


TOTAL DATABASE DEVELOPMENT $4,500.00 PER 24 PORTS


--CUSTOMER TO PROVIDE THE DATABASE AND SAMPLE CUSTOMER RECORD FOR DEVELOPMENT


Ownership


All hardware facilitating the system developed by IVOICE.COM, INC. for Customer will become the property of Customer upon completion of payment of this development contract. The "object" code of the custom software developed for the operation of the system will become the property of Customer upon completion of this development contract.


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Software/Hardware Maintenance Agreement Agreement


-Sche-dule 3


Agreement between. IVOICE.COM, INC. INC. Corporation, with offices at 1230, Highway 34, Aberdeen. NJ. 07747 and Panam Wireless Inc. d/b/a CELAPGE with offices at ROAD 2 0 HART INE Z NADAL AVENUE GUAYNABO PR 00966 (USA) dated, February 9, 2000 ("Agreement") is entered into by the parties as of the same date I


"Effective Date").


The parties agree !,hat the Agreement I's as fol lows:


Whereas IVOICE.COM, INC. and Customer desire to enter an agreement to provide --or the maintenance of the Software and Hardware listed in Schedule A attached he., eto,


Now, therefore, IVOICE.COM, INC. and Customer agree that IVOICE.COM. INC. shall provide maintenance for the Software and Hardware listed in Schedule A in accordance with the terms and conditions herein and at the charges as herein determined. IVOICE.COM, , provide


IN


C. Shall exclusively


ide maintenance for such Software and Hardware,


All such maintenance shall be subject to all] the provisions of this Agreement, which both parties


acknowledge that they have read,and to the terms and conditions of which they agree


Definitions


Confidential Information means any and all information disclosed by either party, without regard to form, which Is .dentified to be confidential or proprietary. Confidential Information includes but is not limited to the terms of this Agreement. and- to the extent such Information is not defined as a Trade Secret below, any other information marked or noticed as confidential by either party. Confidential Information shall not include any item which: (i) is published or public knowledge at the time of disclosure: (ii) becomes published or public


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P AGE 0 5


pt, by breach of this Agreement, i) was e possession of either party at the time of disclosure as evidenced by written records of that party aid was as not acquired directly or indirectly from the other party; (iv) is received by either party hereto from a third party who is not under an obligation of confidence with respect to such information, or (v) is independently developed by the other party.


Documentation means the reference materials provided by IVOICE. COM, INC. INC. to Customer, which instruct Customer in the requirements, structure. operation. and maim ance of the Software and Hardware. Documentation is provided in a combination of printed and electronic formats and shall include flow charts. logic diagrams, input and output forms, manuals, specifications, instructions arid other materials related to the 'Software. and Hardware.


Effective Date means the date this Agreement Is, signed by both parties


Errors. Malfunctions and Defects means deviations between the Software and the Hardware and the Documentation furnished by IVOICE.COM, INC. INC. for such Software and Hardware.


Hardware means a) the physical units listed on Schedule A (b) the Documentation for the Hardware, -and (c) any enhancements, modifications, or revisions of the Hardware,


Maintenance Period means a period of twelve 1'1,2) consecutive months commencing on the INSTALLATION Date of this Agreement, or the anniversary thereof. Each subsequent Maintenance period will begin on the anniversary of the Effective Date of this Agreement.


Maintenance Services means the specific services which IVOICE.COM, INC. will provide to Customer as set forth in Section I of this Agreement, attached Schedule A entitled "Annual Maintenance Charges" and attached Schedule C entitled "Customer Support Services"


Software Updates means any updates, error corrections, modifications or enhancements for the Software listed it Schedule A when such Software Updates are developed or published by IVOICE.COM, INC and made generaIly available to other licensees of :be


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Software Upgrade means the feature upgrades to the Software, which will be offered to Customer at IVOICE.COM, Inc.'s then current published rates.


So means (a) the object-code -version. of the software listed in attached Schedule A; (b) the periodic improvements of or additions to the functionality se, forth in the Documentation; (c) the Documentation:, and (d) any other enhancements, modifications, or revisions of the foregoing and all copies of the foregoing.


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Software and Hardware Support Services means the procedure listed in Schedule C for receiving Software or Hardware assistance from IVOICE.COM, INC. INC.


Standard Support Service means the support services, which IVOICE.COM, INC. provides to warranty, monthly rental plan and standard maintenance plan subscribers as listed in Schedule C.


Trade Secret means information disclosed by either party. without regard to form, including, but not limited to, the Software, the Hardware, technical or nontechnical data, research data, a formula, a pattern, a compilation, a program. a device, a method, a technique, a drawing, a process, financial data, financial plans,


product plans. or a list of actual or potential customers or suppliers which is not commonly known by or available to the public, and which information (i) derives economic value. actual or potential, from not being generally known to. and not being readily ascertainable by proper means by, other persons who can obtain --conornic value from it-, disclosure or use, and ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.


1. Maintenance Service


a) IVOICE.COM, INC. agrees to provide and Customer agrees to accept the Maintenance Services described in Section I of this Agreement and in attached Schedule C for the IVOICE.COM, INC, Software and Hardware I if) attached Schedule A.


b) IVOICE.COM, Inc.'s maintenance obligations under this Agreement Shall be limited to the then current Hardware and Software including the latest Software Update and/or Software Upgrade. IVOICE.COM, INC. shall have no obligations with respect to Software and Hardware which has been altered by any party other than IVOICE COM. INC, without the prior consent of IVOICE.COM, INC., or has been used otherwise than as provided in the governing Software License Agreement, or has not been used or stored in accordance with the instructions contained in the Documentation. IVOICE.COM, INC. shall have no obligation to repair or replace faulty magnetic tapes or discs on which the Software may be stored by the Customer.


c) I'VOICE.C01M, INC. shall have no obligations with respect to Hardware that has been used otherwise than as provided in the Hardware Documentation. or has not beer) stored it. accordance with the instructions contained in the Documentation.


d) Nothing in this Agreement shall impose an obligation on IVOICE.COM, INC. INC to modify the Software or to produce or release a new version of the Software.


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2. Term


This Agreement and the Maintenance -Services provided hereunder shall commence on the Effective Date of this Agreement and shall continue until this Agreement is terminated in accordance with +the provisions set forth herein."


3. Charges


a) Invoices. The annual maintenance charges for ;Maintenance Services shall be billed initially at the annual rates set forth in Schedule A. commencing on the INSTALLATION Date of this Agreement. IVOICE.COM, INC- will invoice Customer for the annual maintenance charges prior to the commencement of the ensuing Maintenance Period in accordance with the terms set forth in Section 3.c).


b) Additional Charges IVOICE.COM, I.N~--'. shall bill Customer for any additional charges on a monthly basis, an.,--; payment will be due within thirty (30) days of the date of invoice. If Customer disputes any invoice or portion thereof, Customer shall notify IVOICE.COM., INC. in writing as to the alleged error and IVOICE.COM, INC. shall thereupon review its records, and, if it does riot concur with the Customer, provide the Customer with IVOICE.COM, Inc.'s documentation to support the invoice whereupon Customer pay the invoice if it agrees that IVOICE.COM, Inc.'s documentation supports ht invoice


c) Change in Maintenance Charges. On or before sixty (60) days preceding the end of each Maintenance Period, IVOICE.COM, INC. shall notify Customer of its maintenance charges for the ensuing Maintenance Period. Unless Customer elects to terminate this Agreement as provided in Section 7 hereof, such charges shall become effective upon the anniversary of the Effective Date of this Agreement, which is the beginning of the next annual Maintenance Period.


4. Payment


a) When Payable. Maintenance charges in accordance with Section 3 above shall be payable in advance. All payments shall be due within 30 days of receipt of IVOICE.COM. Inc.'s invoice. All overdue invoices shall bear interest at the rate of 19.56 percent per annum (1.5 percent per month compunded ...