XYZ VM Agreement.doc

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        This Telecommunications Marketing & Services Agreement (“Agreement”) is entered into to be effective the ____ day
of ___________ 1998, by and between Telecom Resources, Inc. (“TRI”), a corporation organized under the laws of the State of
Texas with a principal place of business at 1950 Stemmons Freeway, Suite 4033, Dallas, Texas 75207, and XYZ, Inc.
(“CUSTOMER”), a Corporation organized under laws of ______________, with a principal place of business at


WHEREAS, CUSTOMER desires to supply its end users with enhanced virtual office platform services, functioning in TRI's
service bureau environment, located in Dallas, TX, including, without limitation, 800/888 telephone numbers, for CUSTOMER's
business purposes from TRI; and

WHEREAS, TRI is willing to furnish system capacity within the Continental United States, Canada and such other areas in
which TRI may provide Services in the future (the “Service Area”) to those users of CUSTOMER that subscribe as end users (the
“End Users”) to one or more of the Services offered by TRI within the Service Area, provided that there are adequate physical
facilities to provide such capacity, and such electronic capacity can reasonably be provided on a cost effective basis, as
determined by TRI in its reasonable discretion;

NOW THEREFORE, in consideration of the mutual promises set forth herein, and other valuable consideration, the sufficiency
and receipt thereof acknowledged by the parties, TRI and CUSTOMER agree as follows;

1.   End User Contracts. TRI will contract directly with End Users to provide the Services and all customer support (e.g.
     account setup, fulfillment, technical support, billing inquiries and collection). The provision of Services to End Users shall
     be solely governed by the terms and conditions set forth in the agreements between TRI and the End Users.

2.   Billing. TRI will, directly or indirectly, bill End Users for the Services. TRI will make revenue sharing payment to
     CUSTOMER in accordance with the provisions of Exhibit A for activation and monthly services charges actually received
     from End Users within thirty (30) days after TRI's receipt of funds from End Users. The revenue sharing payment to
     CUSTOMER will be net of adjustments, credits and refunds issued to End-Users by TRI.

3.   Payment. If an End User becomes more than thirty (30) days delinquent in payment of TRI's invoices to such End User, TRI
     may notify CUSTOMER (the “Notification”) of the amount that such End User owes TRI (the “Delinquent Amount”) and
     CUSTOMER shall use best efforts to assist TRI in the collection of such amounts including, but not limited to, the
     termination of the End User's long distance service.

4.   Fees. During the term of the Agreement, including any extension thereof, CUSTOMER agrees to pay, in accordance with
     the terms hereof, the amounts set forth in Exhibit A attached hereto for fees and charges related to the Platform Services
     and/or Custom Programming. CUSTOMER shall pay the applicable charges set forth herein for all completed calls placed to
     TRI's Platform including, without limitation, calls which are identified as a misdial, or intended for a party other than a
     CUSTOMER customer.

5.   Invoice Disputes. In the event CUSTOMER disputes any monthly invoice provided by TRI, CUSTOMER agrees to notify
     TRI immediately, and in no event later than ten (10) days after receipt of the invoice, in writing of disputed charges.
     CUSTOMER further agrees to pay any undisputed portions of the invoice according to the terms and conditions set forth in
     Exhibit A. TRI will investigate the disputed charges to determine whether they were properly billed to customer. If found to
     be valid, CUSTOMER agrees to pay the disputed charges when due, and if past due, immediately.

6.   Nonexclusivity. TRI’s commitment is nonexclusive. TRI reserves the right (i) to establish other reseller and marketing
     arrangements within any geographic area and (ii) to offer and provide all or any part of the Services on a retail basis within
     any geographic area.

7.   Additional Products and Services. From time to time, TRI may wish to add additional products and/or services to the
     Services. Additional products and/or services may be added to the Services only with the consent of CUSTOMER, such
     consent not to be unreasonably withheld.

8.   Promotional Materials. CUSTOMER may modify the Promotional Materials or create new promotional materials, provided
     that CUSTOMER shall submit to TRI any such new promotional materials and any modified Promotional Materials for
     advance written approval by TRI.
9.   Best Efforts. CUSTOMER agrees to use its best efforts to encourage its distributors/dealers and End Users to use the
     Services and CUSTOMER will not assist with offering its distributors/dealers or End Users any services of the type provided
     by TRI under this Agreement, except for TRI Services.

10. Term. This Agreement is for an initial term of three (3) years, commencing on the effective date set forth above. Such term
    shall be automatically renewed for successive periods of one (1) year each unless either party gives the other written notice of
    termination not less than ninety (90) days prior to the end of the then current term.

11. Termination. Either party may terminate this Agreement immediately if the other party becomes insolvent, is the subject of
    a bankruptcy filing that is not dismissed within sixty (60) days after such filing, makes an assignment for the benefit of
    creditors, applies for or consents to the appointment of a trustee or receiver, or a trustee or receiver is appointed for such
    party, and such proceeding is not dismissed within thirty (30) days after such appointment. Immediately upon the
    termination of this Agreement, CUSTOMER will return or certify in writing to TRI the destruction of all advertising and
    Promotional Materials provided by TRI pursuant to this Agreement.

12. Termination for Breach. In the event that CUSTOMER fails to pay all charges invoiced to CUSTOMER by TRI within
    thirty (30) days after CUSTOMER's receipt of TRI's invoice therefore, TRI in its discretion, may, at its sole discretion,
    terminate this Agreement upon written notice to CUSTOMER although all unpaid amounts due TRI must still be paid by

13. Trademarks. Except for distribution of Promotional Materials, CUSTOMER shall not use any service mark, trademark,
    trade dress, logo or trade name of TRI or any of its subsidiaries and affiliates without first obtain TRI’s written approval, and
    any such use will conform to the strict terms of any authorization, nor shall CUSTOMER make reference to any such mark or
    name in any advertising or Promotional Materials without first submitting such materials to TRI for written approval. Upon
    termination of this Agreement or upon request from TRI if sooner, CUSTOMER shall immediately cease using TRI’s
    trademarks or trade names, if any such use has previously been authorized.

14. No Ownership Conveyed. No title or ownership of the hardware (the "TRI Hardware") or software (the "Software") used in
    connection with the Platform Services or any portion thereof is hereby transferred to CUSTOMER. (The TRI Software and
    TRI Hardware shall be collectively referred to herein as the "TRI System") CUSTOMER acknowledges that the TRI System
    is proprietary to TRI, and that CUSTOMER would not be granted access to the TRI System without its prior agreement to
    the confidentiality restrictions set forth below.

15. Confidentiality. CUSTOMER and TRI shall at all times preserve in confidence and neither use nor disclose, except as may
    be strictly necessary in the performance of this Agreement, any information obtained from the other party and identified as
    confidential, whether or not so labeled, including, but not limited to, information concerning any of the other party's
    proprietary technology, products, methods of operation, customers, marketing executives, marketing, costs, profit or margin
    information, and production and future business plans. Furthermore, the terms of this Agreement shall not be disclosed to
    third parties (other than the parties' attorneys and accountants) without the prior written consent of all parties, except pursuant
    to a subpoena or court order.

16. Limited Warranty. TRI agrees to use commercially reasonable efforts to maintain its telecommunications network in a
    manner so as to assure a high quality of Platform Services (consistent with industry standards) for CUSTOMER End
    Users. TRI's responsibility, however, is limited to the maintenance of its switch facilities, and TRI disclaims all
    responsibility for faults in CUSTOMER's network, including, without limitation, those faults which occur as a result of
    defects in other companies' telecommunications networks or which occur as a result of CUSTOMER-provided
    equipment or wiring on TRI's premises. CUSTOMER agrees to inform TRI immediately in the event problems are
    encountered with the Platform Services. CUSTOMER further agrees to cooperate with and assist TRI in the resolution
17. CUSTOMER Warranty. CUSTOMER hereby represents and warrants that: (a) it/he/she is authorized to contract for the
    services ordered herein; (b) it/he/she is not precluded from entering in to this Agreement by virtue of any other agreement or
18. Entire Agreement. This Agreement is the complete and exclusive statement of the agreement between the parties, which
    supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the
    subject matter hereof.

19. Amendment. This Agreement may be amended, modified or superseded only by written instrument executed by all parties

20. Severability. If any provision of this Agreement shall be held by a court or other adjudicative body with jurisdiction thereof
    to be illegal, against public policy, or otherwise unenforceable, such holding shall not effect the enforceability of any other
    provision hereof, and the parties shall substitute for the affected provision an enforceable provision which approximates the
    intent and economic benefit of the affected provision as closely as possible.

21. Notices. Any and all notices or reports required or permitted to be given under this Agreement shall be sufficient if furnished
    in writing and sent by hand delivery, facsimile or certified mail, return receipt requested, to the recipient's address shown
    above, unless written notice of a change in such address shall have been previously given in accordance with this provision.
    Notices shall be deemed given when delivered and receipted for (if by certified mail), upon delivery (for hand delivery), or
    upon facsimile transmission (if by facsimile). A copy of each notice directed to TRI shall also be delivered to P. Weston
    Musselman, Jr., Jenkens & Gilchrist, P.C., 1445 Ross Avenue, Suite 3200, Dallas, Texas 75202.

22. Law Governing. This Agreement shall be treated as though it were executed in Dallas County, Texas, and shall be governed
    by and construed and enforced in accordance with the laws of the State of Texas, without regard to the choice of law
    principles thereof.

23. Venue; Enforcement of U.S. Judgments. Any legal action relating to this Agreement shall be brought only in a court of
    competent jurisdiction in Dallas County, Texas or in the United States District Court for the Northern District of Texas,
    Dallas Division. To the fullest extent permitted by applicable law, the parties hereto submit to the personal jurisdiction of
    such courts and waive any objection, which they may now or hereafter have to the laying of venue in such courts.
    CUSTOMER hereby agrees to the enforcement of any judgment against him in any jurisdiction in which he is located, and
    hereby waives any procedural requirements of such jurisdiction(s) for the enforcement of foreign judgments.

24. Attorneys' Fees. If any legal proceeding is brought by any party hereto, it is expressly agreed that the prevailing party in
    such legal proceeding shall be entitled to recover from the other party reasonable attorneys' fees in addition to any other relief
    that may be awarded.

25. Force Majeure. Each party will be excused from performance under this Agreement, except for any payment obligations,
    for any period and to the extent that it is prevented from performing, in whole or in part, as a result of delays caused by the
    other party or any act of God, war, civil disturbance, court order, labor dispute, third party nonperformance, or other cause
    beyond his reasonable control, including failures, fluctuations, or nonavailability of electrical power, heat, light, air
    conditioning or telecommunications equipment. Such nonperformance will not be a default or a ground for termination as
    long as reasonable means are taken to remedy the problem causing such nonperformance.

         IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first indicated above.

         XYZ, Inc.                                                TELECOM RESOURCES, INC.

By:                                                               By:

Title:                                                            Title:
                                                       Exhibit A
        Service Description                                    Retail Price                         CUSTOMER
                                                                                                    Revenue Share
        Service Activation (Manual)                            $10.00 one time per end user             30%
        VirtuO Pkg.#1                                          $9.95 per month per end user             30%
        VirtuO Pkg.#2                                          $14.95 per month per end user            30%
        Platform Minutes                                       $0.129 per minute                        10%
        Long distance from platform minutes                    $0.199 per minute                        20%

Monthly Service Fees: (per customer group platform)
        With voice mail services: $1000.00 minimum billing (fee waived)
        Without services           $250.00 per month fee

Load of Taped materials (past initial load). If you do not want to self load these material by multi-media computer or tape
recording connection through the phone we will load weekly tape updates for the following schedule of prices. Revenue sharing
is not available for this service.
          Tape Length              Load Fee
          1-15 minutes             $50.00
          16-30 minutes            $75.00
          31-45 minutes            $90.00
          46-60 minutes            $120.00

                              Enhanced Services (MSRP) Rate & Feature Schedule
Feature                             Pkg.1                Pkg.2                               NOTES
Calling Card Feature                                      
Voice Mail                                                
Fax Mail                                                  
FOD                                                       
AudioText                                                 
IVR                                                       
Conferencing                                               
FollowMe/Locate                                            
Pager Notification                                         
One button Reply                                           
Speed dial                                                 
Service Activation                   $10                  $10                                One time
Platform Rate                      $0.129                $0.129                             Per minute
LD Rate                            $0.199                $0.199                             Per minute
Monthly Rate                        $9.95                $14.95                             Per month
Virtual Office Plan Features Definitions
Personal 800/888/877 Number
Enhanced Calling Card                Place outbound long distance calls at the discount rate of $ per min.
Multiple Re-origination              Place several calls in a single session without incurring addl. charge.
Speed Dial                           Preprogram up to 9 numbers.
Voice Mail                           Receive, Store, Forward, Reply all messages.
Fax Mail                             Receive with a voice mail cover page. Print to any fax machine.
Voice and Fax Broadcast Messaging    Build broadcast lists to send voice and fax mail messages automatically. Up to 10
                                     broadcast lists with unlimited numbers per list.
One-button reply                     Captures ANI and returns voice mail with single button
Date/Time function                   System records date/time of msg. Delivery for reference
Skip-forward/Skip-back               Skip back & forth through the msg. For faster msg. Retrieval
Custom Personal Greeting             End users records own greeting.
Additional greetings                 User can prerecord and activate different greetings
Security control                     User controls security password maintenance

Pager Notification                   Automatically beeps your pager when you receive a voice or fax mail message.
On line user guide                   Fax back of complete or summary user guide built in
Fax on Demand*                       Stores up to 999 documents per customer group/association
AudioText on Demand*                 Stores up to 999 prerecorded audio presentations per cust. Group/assoc.
Recharge on demand                   Allows a PPD environment to auto recharge via credit card/ACH
Follow Me / Locate                   Program your number to ring your home, cellular, office, etc. Screens caller and gives
                                     you the option of connecting or sending to voice mail. Up to 10 profiles with 10
                                     forwarding numbers for each profile.
Personal conference calling          End user can setup own “meet-me” conference for up to 24 total users.
Reunion conference calling           End user can setup own conference line with up to 300+ total users.
Billing/Statement on line            End user can request fax of prev. month’s statement & billing detail.
Billing/charges announcement         System auto-announces amount of usage/billing amount for month.
PPD balance tracking                 For PPD systems, computer speaks balance at beginning of each session.

*Applies only to group virtual office systems. Content must be provided by customer group/association.

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