EXHIBIT 10.2
Amendment No. 1 to the
Gryphone Telecom Agency Sales Agreement
This Amendment No. 1
(“Amendment”) to the Gryphone Telecom Agency Sales
Agreement (“Agreement”) is made effective as of
January 7, 2008 (“Effective Date”), by and between
Gryphone Telecom Consultants, LLC, a Delaware limited liability
company (“Gryphone”), with principal offices located at
150 Wood Road, Braintree MA 02184, and Metro One
Telecommunications, Inc., an Oregon corporation
(“Agent”), with offices located at 11200 Murray Scholls
Place, Beaverton, OR 97007. Agent and Gryphone are referred to
individually as a “Party,” and collectively as the
“Parties.”
Each of the Gryphone Telecom
Companies and the various Gryphone Telecom Affiliates (each of
which is hereinafter referred to individually as a “Gryphone
Telecom Company”) are third party beneficiaries of this
Agreement. Each Gryphone Telecom Company shall have all of the
rights and remedies available to Gryphone Telecom under this
Agreement, including, but not limited to, any rights and remedies
that Gryphone may have as a result of a breach of this Agreement by
Agent. In the event of a conflict or inconsistency between the
terms of the Agreement and the terms of any appendix or attachment
hereto, the terms of the relevant appendix or attachment shall
control.
All defined terms not defined in
this Amendment shall have the meanings ascribed to them in the
Agreement.
WHEREAS, Gryphone and Agent entered
into the Agreement which authorizes Agent to act as
Gryphone’s agent for the marketing and sale of certain
Services provided by Verizon Telecom and Verizon Business
(collectively, “VZ”);
WHEREAS, Gryphone and Agent wish to
amend Article 5 of the Agreement expressly to permit Agent, or any
of its subagents that are approved by Gryphone, to engage in
telemarketing unless notified in writing that such permission is
withdrawn or upon expiration of this Amendment. It is understood by
the Parties that the terms of this Amendment shall apply only to
telemarketing campaigns that Gryphone requests in writing that
Agent perform on its behalf. Each such request shall describe the
scope of the telemarketing campaign, and its duration.
The Parties agree as
follows:
1. Notwithstanding the express terms
of Section 5.3 of the Agreement, Gryphone agrees to permit
Agent to use a telephone-based sales approach
(“Telemarketing”) to contact Customers.
2. For the products/services listed
on Attachment 2, all Telemarketing sales and orders by Agent shall
be compensated at the existing compensation schedule specified in
the Agreement. Upon receipt of notice of a change in the
compensation it receives from VZ, Gryphone may correspondingly and
comparably modify, upon (30) thirty days written notice to
Agent, such compensation for Telemarketing covered by this
Amendment.
3. Agent shall comply with all
guidelines, rules and principles established by Gryphone,
including, without limitation, the following:
(a) Agent shall submit to Gryphone
for prior approval all Customer contact plans;
(b) Agent shall have the capability
and all necessary equipment to provide, and shall provide, in-house
and remote telephone monitoring (as scheduled by Gryphone) of sales
and marketing calls handled by Agent. To the extent permitted by
law, Gryphone shall have the right to monitor any calls remotely or
otherwise with reasonable prior notice to Agent;
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(c) As prescribed by Gryphone, Agent
shall tape record and verify each sale or, in the alternative at
Gryphone’s discretion, Agent shall provide a letter of
authorization from a Customer authorizing Agent to place an order
for purchase of Services on behalf of that Customer. Any such
recording shall comply fully with all applicable legal
requirements;
(d) Agent shall submit to Gryphone,
for Gryphone’s prior approval, all call scripts and guides to
be used by Agent in marketing or selling the Services;
(e) Agent shall limit and manage the
number of contacts with potential or actual Customers per year or
quarter as instructed by Gryphone, and shall report detailed
calling activity hereunder to Gryphone upon Gryphone’s
request; and
(f) Any requirement of Agent herein
may be performed by Agent or its Gryphone approved
subagent.
4. Do-Not-Contact
Requirements . In marketing and/or selling VZ Products under
this Amendment, Agent will at times, and for each Customer contact,
comply with the terms of the Telephone Consumer Protection Act of
1991, as it may be amended (the “TCPA”), and with
Verizon Telecom’s Do-Not-Call list requirements, which are
attached hereto as Attachment 1 and incorporated herein by
reference. If the Parties agree that Agent may use a list of
Customer names for marketing and selling the VZ Products that is
provided or created by a party other than VZ, then Agent shall,
before contacting anyone on its marketing list, compare that list
to Verizon Telecom’s Do-Not-Call List. Agent shall then cross
out and will NOT contact any Customer on Agent’s marketing
list whose name also appears on Verizon Telecom’s Do-Not-Call
list.
Agent shall establish methods and
procedures to ensure compliance with this Amendment, Attachment 1
and the TCPA, and submit these methods and procedures to Gryphone
for approval. Agent shall implement the approved methods and
procedures, subject to any modifications Gryphone may require.
Agent shall inform and train each of its employees, contractors,
and representatives who will be marketing or selling the VZ
Products on all approved methods and procedures. Agent shall have
the technology to block, within forty-eight (48) hours of
receiving Verizon Telecom’s Do-Not-Call list, any numbers
that appear on Verizon Telecom’s Do-Not-Call list. In the
event Agent contacts a Customer in violation of this Amendment
(including, without limitation, Attachment 1 or the TCPA, or any
other applicable law or regulation), Agent shall indemnify Gryphone
and its respective officers, directors and employees for any
expenses, costs, claims,
