Revenue Sharing Agreement

EXHIBIT 10.7


REVENUE SHARING AGREEMENT


This Revenue Sharing Agreement (this "Agreement") is made as of this June 30, 2000, by and between I-Link Incorporated, a Florida corporation having its principal office at 13751 S. Wadsworth Park Drive, Suite 200, Draper, Utah 84020 ("I-Link"), and Red Cube International AG (formerly known as Cyber Office International AG), a Swiss corporation having its principal office at Foerrlbuckstrasse 178, 8005 Zurich, Switzerland ("Red Cube").


RECITALS


WHEREAS, Red Cube and I-Link are each in the business of providing enhanced communication services through an advanced IP network and application architecture;


WHEREAS, the Parties (as defined below) entered into that certain Cooperation and Framework Agreement dated as of May 8, 2000 (as amended, the "FRAMEWORK AGREEMENT") pursuant to which the Parties agreed to interconnect their IP networks to be able to offer seamless and transparent services to their respective customers in the United States and Europe. To achieve such objective, (i) I-Link has granted to Red Cube a nontransferable license to use the Licensed Technology (as defined in the Framework Agreement) and to access the I-Link Network (as defined in the Framework Agreement) and (ii) Red Cube has granted to I-Link a nontransferable license to access the Red Cube Network (as defined in the Framework Agreement), in each case subject to the terms and conditions set forth in the Framework Agreement; and


WHEREAS, the Parties have agreed in the Framework Agreement to enter into this Agreement to set forth the terms and conditions of the payment and revenue sharing arrangements between the Parties relating to the licensing of Licensed Technology, the I-Link Network and the Red Cube Network;


NOW, THEREFORE, in consideration of the above recitals and mutual agreements set forth in this Agreement, the Parties intending to be legally bound, agree as follows:


1. DEFINITIONS. Defined terms used in this Agreement but not expressly defined herein shall have the meanings set forth in the Framework Agreement. As used in this Agreement, each of I-Link and Red Cube shall be referred to as a "Party"and together as "Parties".


2. FEES. With respect to any and all network usage, services, products and/or applications provided by one Party to the other, the Parties agree to pay the respective costs and fees (the "Fees") mutually agreed upon between the Parties from time to time.


3. INSPECTION RIGHTS. Each Party shall have the right to examine the other Party's books and records and to meet with, and ask questions of, the other Party's auditors and employees, to the extent reasonably necessary to verify and confirm the calculation of the Fees payable pursuant to this Agreement and that all fees payable by the other Party have been promptly paid; PROVIDED, that the requesting Party gives the other Party a reasonable prior notice and the examination and meetings are conducted during regular business hours.


4. PAYMENT TERMS.


4.1 PRICING.


(a) [***


(b) [***]


4.2 BILLING. (a) Each Party shall invoice the other Party on or before the forty fifth (45) day following the last day of each month for all Fees due and payable for all products and services provided to the other Party during such month. The invoice shall be prepared in accordance with the terms and conditions set forth herein. All invoices shall be due and payable in full by wire transfer within thirty (30) days during the first six months of the term of this Agreement and ten (10) days thereafter, subject to Sections 4.2(b) and 4.3, any discount or credit of any kind. Any requests for credit, deduction or adjustment shall be processed in the form of a separate adjustment request as set forth in Section 4.2(b) below. In the event a Party fails to pay a monthly invoice in full within thirty (30) or ten (10) days of the date of the invoice, as the case may be, the other Party shall provide a written notice to such party that if the monthly invoice is not paid within five (5) days of the notice, the further provision of services and products maybe suspended until such invoice shall have been paid in full. In any event, services and products may not be suspended pursuant to this Section 4.2(a) unless and until such written notice has been provided to the non-paying Party.


(b) In the event a Party disagrees with the other Party's calculation of the Fees set forth in the invoice, it shall provide a written notice to the other Party of such disagreement and request an adjustment to such invoice (the "ADJUSTMENT REQUEST") within thirty days (30), during the first six months of the term of this Agreement, and thereafter, ten (10) days of receipt of such invoice. Failure to provide an Adjustment Request within thirty (30) or ten (10) days after receipt of an invoice, as the case may be, shall constitute an acceptance of all Fees set forth in such invoice. The Adjustment


Notice shall describe in reasonable detail the disputing Party's reasons for disagreement, the requested amount of adjustment and how such amount was calculated. If the Party receiving the Adjustment Notice agrees with the adjustment requested in the Adjustment Request, it shall provide an acknowledgment of such agreement to the requesting Party within fifteen (15) days of receiving the Adjustment Request and reflect the adjustment by way of credit or otherwise to the Fees payable by such Party in the immediately following billable month's invoice. If the Party receiving the Adjustment Request disagrees with the request, the Parties shall attempt to resolve the dispute. In the event the Parties cannot resolve th ...