SERVICE BUREAU AGREEMENT
This Service Bureau Agreement (the "Agreement") is entered into as of the
18th day of May, 2005 (the "Effective Date"), by and between Connect Paging,
Inc., dba Get-A-Phone, a Texas corporation, located at 309 W. 7th Street, Suite
720, Fort Worth, Texas 76102 ("G-A-P") and Call Universal, Inc., a Texas
corporation located at 400 Chisholm Place, Plano, Texas 75075("Client").
WHEREAS, Client offers turnkey compliance and technical solutions to the
telemarketing industry, including a "Caller ID Solution" by which Client
processes "Caller ID" transactions under contracts with call centers and other
WHEREAS, G-A-P is a Competitive Local Exchange Carrier with experience
providing technical and back office support for businesses in the
telecommunications industry; and
WHEREAS, Client's Caller ID Solution relies on the ability to provide
pre-assigned, ten-digit numbers (also called "Direct Inward Dialed Numbers" or
WHEREAS, G-A-P has obtained certain rights to certain DID Numbers and
Termination and Transport rights from a third party service provider (MetroTel);
WHEREAS, G-A-P has been providing technical support for Client's Caller ID
WHEREAS, Client desires to have G-A-P provide the Services (defined below)
pursuant to the terms of this Agreement.
NOW THEREFORE, G-A-P and Client, in consideration of the promises and
mutual covenants expressed in this Agreement, agree as follows:
a. "Business" means any offering of a Caller ID solution to customers,
partners, and others by Client and/or G-A-P.
b. "Caller ID" means an electronic service whereby a caller's number
and/or name is displayed.
c. "Client System" means the equipment necessary for receiving,
transporting, and terminating voice service.
d. "G-A-P System" means the equipment used to receive, transport, and
terminate voice service by G-A-P or by third parties for the benefit
2. Description of G-A-P Services. G-A-P shall be responsible for providing
the following Services:
a. Transport and Termination Services. G-A-P shall resell the following
services to Client:
i. DID Numbers. G-A-P shall provide Client with at least four
hundred (400) 10-digit phone numbers (also known as "Direct
Inward Dialed" or "DID" numbers) (the "DID Numbers"). G-A-P
shall obtain permission for Client to store DID numbers
obtained from MetroTel under Client's Master Agreement with
Accudata, Inc. (the "Accudata Agreement").
ii. Voice Termination and Transport. G-A-P shall arrange for
termination, switching, and transport for the calls received
from the DID Numbers. G-A-P shall arrange for MetroTel to
terminate calls to the DID Numbers at a MetroTel switch, which
are currently located throughout Texas.
In addition, G-A-P shall lease transport lines, which lines
shall be "DS1" (or "T1") or equivalent lines providing the
same bandwidth, channels, and functionality. Initially, G-A-P
shall lease six (6) DS1 lines; G-A-P will also obtain the
right to add or remove lines as necessary to meet G-A-P's
needs. G-A-P shall arrange for MetroTel to transport calls
received from the DID numbers from its switch(es) to the
switch(es) owned by Client utilizing voice over internet
b. Billing and Revenue.
i. The parties shall cooperate on the collection and distribution
of revenues. G-A-P shall have primary responsibility for such
activities, as detailed further below. Client shall be kept
apprised of all such activities on an ongoing basis.
ii. Billing Services. Client currently bills its Customers on a
monthly basis. Beginning on the June 1, 2005, responsibility
for billing and collections shall pass to G-A-P.
iii. Further Acts. If necessary to implement the terms of this
agreement, Client shall arrange with Accudata to assign its
rights under the Accudata Agreement to G-A-P.
c. Customer Service and Call Response.
i. G-A-P shall be responsible for handling first calls from
Customers and shall make reasonable attempts to isolate any
reported problem. If after making the initial service call
G-A-P determines that the problem is not in the G-A-P System,
G-A-P shall immediately notify Client. Thereafter, G-A-P shall
provide reasonable assistance to Client to correct the
problem. G-A-P shall maintain detailed records of all reported
ii. The parties acknowledge that voice providers frequently are
asked to provide end-user information to law enforcement or
other government officials. The parties agree that G-A-P shall
have primary responsibility for receiving and responding to
requests for information by governmental authorities related
to the Business.
3. Migration of Existing Contracts. The parties intend to have all contracts
comprising the Business executed through the Accudata Agreement. Client
and G-A-P shall cooperate to ensure that all existing and prospective
customers for the Business shall be handled through the Accudata Agreement
and shall be subject to the Service Pricing provisions, below.
4. Service Fee. The above services will be provided by G-A-P in exchange for
ten percent (10%) of the monthly gross revenues for the Business (the
"Service Fee"). G-A-P shall retain the Service Fee as the fee is
collected. The Service Fee shall begin on May 1, 2005, and continue
throughout the term of this Agreement.
5. Service Performance. G-A-P shall cooperate with Client and shall promptly
perform such things as are reasonably necessary to implement this
Agreement. G-A-P shall not be responsible for any termination or failure
in the Service resulting from any of the following causes:
a. The failure or nonperformance or any termination or suspension of
any service to G-A-P (except that which shall solely be due to the
fault of G-A-P);
b. Force majeure suspending or terminating G-A-P's performance as
provided in this Agreement;
6. Representations and Warranties of G-A-P. G-A-P represents and warrants to
a. This Agreement has been duly authorized by all necessary corporate
action on the part of G-A-P and when executed and delivered by duly
authorized officers of G-A-p constitutes a legal, valid and binding
obligation of G-A-P;
b. G-A-P has and shall continue to have during the term of this
Agreement all necessary contractual rights to provide the Service to
c. In the event that a service provided hereunder is subject to an
underlying agreement with a supplier or vendor, G-A-P can not and
will not provide greater rights to Client than those afforded to
d. G-A-P is not aware of any contractual or other legal obligation
which shall in any way interfere with its full, prompt and complete
e. G-A-P will directly or indirectly provide G-A-P Programming to
Client Subscribers only through Client under this Agreement.
7. Representations and Warranties of Client. Client represents and warrants
to G-A-P that:
a. This Agreement has been duly authorized by all necessary corporate
action on the part of Client and has been executed and delivered by
duly authorized officers of Client and this Agreement constitutes a
legal, valid and binding obligation of Client;
b. Client has and shall continue to have during the term of this
Agreement all necessary rights to carry out the provisions of this
Agreement, including but not limited to, obtaining all necessary
contractual rights, intellectual property rights, licenses,
clearances and releases;
c. Client's performance under this Agreement does not and shall not
violate any third party's trademark, copyright or other intellectual
d. Client is under no contractual or other legal obligation which shall
in any way interfere with its full, prompt and complete performance
8. Necessary Action- At all times after the execution of this Agreement each
party hereto agrees to take or cause to be taken all such necessary action
including, without limitation, the execution and delivery of such further
instruments and documents, as may be reasonably requested by the other
party for such purposes or otherwise necessary to complete or perfect the
transactions contemplated hereby and meet the intent of this Agreement.
9. Term/Termination- This Agreement shall have an initial term of three (3)
years and shall automatically renew for successive one (1) year terms
unless either party sends written notice of an election not to renew at
least sixty (60) days before the expiration of the then cur