Exhibit
10.1


 


DISTRIBUTION AND MARKETING AGREEMENT


This Agreement made as of
the 1st day of April, 2005 (the “Effective Date”), by and among Vistula
Communications Services, Inc, a Delaware corporation with its principal place
of business at 40 Portman Square, 4th Floor, London, United Kingdom W1H 6LT (“Vistula”)
and Telstra Europe Limited, a company registered in England with number 3830643
with its registered office at Telstra House, 21 Tabernacle Street, London EC2A
1AE (“Telstra”). Vistula and Telstra are sometimes
referred to individually as a “Party” and collectively as the “Parties.”


WHEREAS, Vistula has
acquired from NetYantra Inc., a Delaware corporation with its principal place
of business at Suite 102, #327 5200, NW 43rd Street, Gainesville, Florida
32606, United States of America (“NetYantra US”) and NetYantra India Pvt Ltd,
an Indian company with its principal office at 3rd Floor, Jaysynth
Centre, Plot No.6, Sector 24, Turbhe, Navi Mumbai - 400705, Mumbai, India (“NetYantra
India,” and collectively with NetYantra US, “NetYantra”) an exclusive right to
distribute the Products throughout the World excluding India;


WHEREAS, Telstra desires to
obtain from Vistula an exclusive license to market, distribute and support the
Products in the Territory; and


WHEREAS, each of the Parties
expects that during the term of this Agreement the other Party and its
Affiliates will not engage in any transaction with respect to the Products
which is materially detrimental to the interests of the other Party;


NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein, Vistula
and Telstra agree as follows:


1.             Definitions. 
For purposes of this Agreement, the following terms shall have the
meanings set forth below:


1.1           “Affiliate”  shall
mean, with respect to any person, any individual, corporation, partnership or
other business organization that directly or indirectly controls, is controlled
by, or is under common control with, such person.


1.2           “Commercial Launch” shall 
have the meaning set forth in Section 5.8 of this Agreement.


1.3           “End User License Agreement” shall have the meaning set
forth in Section 4.3 of this Agreement.


1.4           “Exclusivity” shall mean the exclusive right to market,
distribute and sublicense the Products in the Territory granted by Vistula to
Telstra hereunder.


1.5           “NetYantra Agreement” shall mean that Distribution and
Marketing Agreement, dated as August 11, 2004, by and between Vistula and
NetYantra.


1.6           “Products” shall mean the object code version of the
software and any other products described on Exhibit A to this
Agreement, together with all documentation provided 





















 


with such software or other
products and any updates, modifications or enhancements to, and new versions
of, such software and other products.


1.7           “Service Customer” shall have the meaning set forth in
Section 3.5 of this Agreement.


1.8           “Service Level Agreement” shall be the service level
agreement to be entered into pursuant to Section 5.6.


1.9           “Services” shall have the meaning set forth in Section 3.5
of this Agreement.


1.10         “Stock Market” shall mean the Nasdaq Stock Exchange, a North
American stock market, the London Stock Exchange, a European Stock market, the
New Zealand Stock Exchange or the Australian Stock Exchange.


1.11         “Territory” shall mean the geographic area set forth on Exhibit
B to this Agreement.


1.12         “Telstra Customers” shall mean the individuals and entities
who license one or more Products from Telstra or its Affiliates or who purchase
Services from Telstra or an authorized reseller of Services.


2.             Appointment as Exclusive Distributor.


2.1           Appointment. 
Subject to the terms and conditions of this Agreement, Vistula hereby
appoints Telstra as its exclusive distributor of the Products in the Territory,
and Telstra hereby accepts such appointment and agrees to act, as a distributor
of the Products in the Territory during the term of this Agreement.


2.2           Restrictions on Future Distribution Agreements.
Vistula shall not grant any other individual or entity the right to market,
distribute or license the Products in the Territory and shall not itself
distribute or license any Products directly to any individual or entity located
in the Territory other than Telstra or Telstra’s Affiliates


2.3           Termination
of Exclusivity. At any time following the 5th anniversary of the Effective
Date Vistula may, upon six month’s prior written notice to Telstra, terminate
the Exclusivity of Telstra as Vistula’s distributor of the Products in the
Territory.;  should Telstra achieve the
sales targets agreed between them in accordance with this paragraph, Vistula
shall use its reasonable endeavors to agree with NetYantra to obtain the
necessary rights to continue to be able to grant Telstra a further period of
five years’ Exclusivity and such further appropriate revenue thresholds will be
negotiated in good faith at that time. 
In the event that the Exclusivity (as defined in the NetYantra Agreement
) of Vistula is terminated under the NetYantra Agreement, the Exclusivity of Telstra hereunder will automatically, and
without any further action by Vistula, terminate.  The parties agree to use best endeavors to
negotiate appropriate revenue thresholds by 1st January 2006
which if Telstra fail to achieve, Vistula may terminate the Exclusivity of
Telstra as Vistula’s distributor of the Products in the Territory upon three
month’s prior written notice, provided that Vistula shall provide Telstra with
reasonable opportunity to 


 


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rectify the breach.  Notwithstanding any termination of the
Exclusivity hereunder for whatever reason, Vistula agrees that for a period of
two years following termination of such Exclusivity, it shall not offer to sell
Products or products similar to the Products to any Telstra Customers.


3.             Licenses.


3.1           Grant of Licenses. 
Subject to the terms and conditions of this Agreement, Vistula hereby
grants to Telstra, and Telstra hereby accepts, the following licenses
(collectively, the “Licenses”):


3.1.1  an exclusive license to market the Products
in the Territory and to distribute and sublicense the Products in the
Territory; and


3.1.2  an exclusive license to use the Products for
the following purposes:  (i)
demonstrating the operation and capabilities of the Products, (ii) training
Telstra’s marketing and support personnel, and (iii)  providing maintenance and support services to
Telstra Customers; and


3.2           Limitations. In no event shall Telstra establish or
maintain any sales or service office for the Products, engage in any
advertising or promotional activities relating to the Products, or market or
solicit orders for the Products by any means, including, without limitation, by
means of mail order catalogs or similar means, outside of the Territory,
without the consent of Vistula, such consent not to be unreasonably withheld or
delayed. Notwithstanding the preceding sentence, Telstra and its Affiliates may
sublicense (on a non-exclusive basis) an individual or entity with its
principal place of business within the Territory for distribution to sites or
use by employees, agents or customers of that individual or entity located
outside of the Territory.  Telstra shall
not exercise any rights and licenses with respect to the Products except those
specifically granted to Telstra under this Agreement.


3.3           Communication. 
The parties shall communicate regularly during the term of this
Agreement regarding the status of their joint efforts to market the Products,
and shall work together to develop and maintain an action plan relating to
their obligations under this Agreement. 
The parties shall meet at least quarterly to assess the results of their
activities under this Agreement and the status of their relationship.


3.4           European Software Directive.  If the provisions of the Council of European
Communities Directive of May 14, 1991 on the Legal Protection of Computer
Programs as implemented in applicable national legislation (the “Software
Directive”) apply to use of a Product by Telstra, its Affiliates or a Telstra
Customer, and if Telstra, any of its Affiliates or a Telstra Customer wishes to
obtain the information necessary to achieve interoperability of an
independently created computer program with a Product as permitted under
Article 6 of the Software Directive (“Interoperability Information”), then
Telstra will notify Vistula in writing, specifying the nature of the
Interoperability Information it needs and the purpose for which it will be
used. If Vistula reasonably determines that Telstra, its Affiliate or the
Telstra Customer is entitled to such Interoperability Information under Article
6, Vistula shall, at its option and subject to the NetYantra Agreement, (i)
provide such information to Telstra, its Affiliate or the 


 


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Telstra Customer or (ii)
authorize Telstra, its Affiliate or the Telstra Customer to reverse engineer
the Product, within the limits prescribed by Article 6, solely to the extent
indispensable to obtain such Interoperability Information.  If Telstra elects clause (i), subject to the
NetYantra Agreement, Vistula shall provide all information and assistance
reasonably requested by Telstra to enable Telstra to perform clause (i), and
Vistula may charge Telstra a reasonable fee, determined in Vistula’s reasonable
discretion, for making available the requested Interoperability Information,
unless such a fee is prohibited under Article 6.


3.5           Service Customers. 
If Telstra licenses a copy of a Product from Vistula, Telstra may, in
lieu of sublicensing such Telstra Product to a Telstra Customer, elect to use
the Product for the sole purpose of providing to one or more Telstra
Customers  (each, a “Service Customer”)
the services that the Product was designed and intended to support and/or
provide (the “Services”).    Telstra
covenants and agrees that any use of a Product to provide Services shall be in
compliance with all of the terms and conditions of this Agreement and the type
of license purchased.  Without limiting
the generality of the foregoing, Telstra covenants and agrees that the Product,
wherever situated and operating, shall be used solely to provide Services to
the Service Customers and not to provide any other services to any other person
or entity.  In exchange for the right to
provide the Services, Telstra agrees to pay Vistula the applicable license fee
for any Product licensed for the purpose of providing the Services, as provided
in Section 6.2.


4.             Covenants and Duties of Telstra.


4.1           Promotion of Products.  Telstra will use reasonable efforts to
promote and maximize the distribution and use of the Products in the
Territory.  Notwithstanding anything to
the contrary in this Agreement, Telstra shall be permitted to market,
distribute and sublicense the Products in the Territory under its own brand
without reference to Vistula or NetYantra.


4.2           Sales Approach.


4.2.1  Telstra will be responsible for making the
initial presentation of the Products to interested individuals and entities,
and will act as the primary commercial contact with existing and potential
Telstra Customers.  Notwithstanding the
foregoing, Vistula acknowledges that each engagement with a Telstra Customer
may require assistance from itself and, subject to the terms of the NetYantra
Agreement, NetYantra in accordance with Section 5 hereof, and accordingly the
parties shall cooperate to provide requirements analysis, support and expertise
during marketing, implementation and training for the Products. The parties
shall regularly consult with each other and keep each other informed during the
sales, tendering and proposal process for any Telstra Customer in relation to
technical and other relevant matters.


4.2.2  Unless otherwise agreed in writing, all costs
incurred in connection with the preparation and submission of proposals,
negotiations of a contract and all other costs incurred before the execution of
a contract with a Telstra Customer shall be borne by Telstra. In no event shall
either party purport to, or represent itself as having the authority to make
commitments to any customer or prospective customer on behalf of the other party,
except as expressly set forth in this Agreement.


 


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4.2.3  Telstra agrees that during
the term of this Agreement, except with the written consent of Vistula or as
provided in agreements between Telstra and third parties existing on the date
hereof, it will not market, distribute or license any telecommunication
platform or services in the Territory that are competitive with the Products or
Services (“Competing Products or Services”) or work with any other company with
respect to Competing Products or Services in the Territory, provided that if
the Vistula fails to achieve the service levels as set out in the Service Level
Agreement, Telstra may market, distribute or license Competing Products or
Services.  Vistula hereby confirms that
it will provide its written consent to Telstra marketing, distributing or
licensing Competitive Products or Services where Telstra has been instructed to
offer such Competitive Products or Services by Telstra Corporation Limited as
part of a world-wide arrangement entered into by Telstra Corporation Limited.


4.3           End User License Agreement.  Where Telstra sublicenses the Products to a
third party reseller of the Services or an end user (other than a Service
Customer), Telstra shall obtain from the such reseller or end user binding
acceptance by electronic or other means of, or a fully executed written license
agreement that contains, at a minimum the terms and conditions set forth on Exhibit
C to this Agreement (“End User License Agreement”).  Notwithstanding anything to the contrary in
this Agreement, Vistula agrees that a reseller of the Services or end user may
permit access to and use of the Products by such of their employees, agents and
customers in the ordinary course of their business.


4.4           Installation, Training and Support.  Telstra shall provide installation and
training services with respect to the Products for the Telstra Customers.
Telstra may, at is option, subcontract Vistula to provide all or any part of
these services to a Telstra Customer. 
Vistula may accept such a subcontract at its option based on
availability of resources to carry out the said subcontract. In the event that
Telstra subcontracts these services to Vistula and Vistula agrees to provide
these services, the scope and cost of such services shall be set forth in a
statement of work agreed by the parties hereto based on the requirements of the
Telstra Customer.  Telstra will provide
Tier 1 support to Telstra Customers.


4.5           Sales Leads. 
Vistula shall communicate to Telstra information regarding all sales and
sublicensing opportunities in the Territory with respect to the Products
(including the name of the prospective customer and applicable contact details)
that may become known to Vistula or any of its Affiliates.


4.6           Developments. 
The parties acknowledge that development of software, written works,
data, materials, inventions, conceptions or improvements (“New Materials”) may
be required to address Telstra and/or a Telstra Customer’s specific requirements
in connection with implementation of the Products.  In such event, the parties will, in advance
of the development of any New Materials, use reasonable endeavors to mutually
agree and execute a Statement of Work setting forth the New Materials to be
developed, the respective roles and responsibilities of the parties relating to
the development, and the ownership of the New Materials and all intellectual
property rights therein.  On Telstra
providing a specification to Vistula, Vistula shall use reasonable endeavors to
respond to such request with a costed proposal within 14 working days.  This response shall form the basis of the
Statement of Work referred to above which shall include agreed pricing and
timescales for the delivery of the New Materials. It is noted that 


 


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Telstra intends to develop a
Service offering which will utilize the Products.  The intellectual property rights in such
Service offering (except for any intellectual property rights in or to the
Products which shall remain the property of Vistula and its licensors) shall be
the sole property of Telstra.


5.             Covenants and Duties of Vistula.


5.1           Provision of Marketing Materials. Vistula will provide to Telstra, at no
cost to Telstra, electronic copies of advertising and marketing materials
generally released by Vistula and NetYantra relating to the Products (“Marketing
Materials”) for distribution and use in the Territory. Telstra may make and
distribute a reasonable number of copies of the then-current versions of any
Marketing Materials delivered to Telstra by Vistula, provided that Telstra
shall not use or distribute any Marketing Materials identified as rescinded by
Vistula. Telstra may modify, reformat or create its own marketing materials related
to the Products, using Vistula marketing materials and information. Telstra may
include references to the Products and to its role as distributor on its
website..


5.2           Provision of Products.  Vistula shall, or shall cause NetYantra to,
install a copy of the Products on the server of Telstra in the event that
Telstra intends to provide Services to Service Customers or on the server of a
Telstra Customer in the event that Telstra elects to sublicense the Products to
such Telstra Customer in accordance with this Agreement.


5.3           New Versions. Vistula and NetYantra may from
time to time and their sole discretion release a new version (the “New Version”)
of any Product or Products, which new version shall supersede the prior version
(a “Superseded Version”). Upon release of the New Version, Vistula shall
promptly provide and install, or cause NetYantra to provide and install, the
New Version on a server at Telstra’s premises and after a period of 12 months
following the issue of the New Version, Telstra may not market or distribute
the Superseded Version without the prior written approval of Vistula.  A “New Version” shall not be a New Version
until Telstra has had full opportunity to test the New Version, and has
confirmed in writing to Vistula that such new version is accepted as a New
Version.  Vistula will continue to
support Superseded Versions for a minimum period of 12 months following Telstra’s
acceptance of the New Version.


5.4           Training. 
Vistula shall provide or procure that NetYantra shall provide free of
charge a two-day training seminar to Telstra personnel on the operation and
capabilities of the Products at Telstra’s offices.  Vistula shall further provide and shall
procure that NetYantra shall provide Telstra with such additional information
and support as may be reasonably requested by Telstra in further understanding
the operation and capabilities of the Products excluding any information
regarding the source code, specific algorithms or other information forming the
intellectual property of Vistula or NetYantra. Additionally, Vistula shall
provide or procure that NetYantra shall provide free of charge, a one-day
training seminar to Telstra personnel at Telstra’s offices for each significant
enhancement release for, or new versions of, the Products. Training may also be
provided at other locations by mutual agreement of the parties.  For the avoidance of doubt, Telstra shall be
responsible for the travel, accommodation and other costs relating to its
personnel being trained.


 


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5.5           Marketing Support. 
At the request of Telstra, Vistula will provide reasonable assistance to
support Telstra’s marketing efforts to potential customers to the extent that
Vistula has available adequate personnel and other necessary resources to
provide such assistance.  Without
limiting the generality of the foregoing, if requested by Telstra, Vistula
shall (i) attend sales calls and/or presentations with Telstra as reasonably
requested by Telstra giving not less than two (2) days’ written notice and
agreed to by Vistula in connection with the presentation of Products to
potential Telstra Customers; (ii) provide reasonable support and aid in any
response to a request for proposal issued by a potential Telstra Customer to
which a response is prepared by Telstra involving one or more Products; and
(iii) provide reasonable support and assistance with any field trial of one or
more Products with any potential Telstra Customer.  Vistula shall keep Telstra reasonably
informed of the status of significant product enhancements or new products.


5.6           Technical
Support and Assistance.  Vistula will provide Telstra with
technical support and assistance including remote diagnostics, product advice
and upgrades.  The provision of technical
services are more particularly set out in Exhibit D and will be subject to the
terms of a more detailed service level agreement to be agreed between the Parties by 1st
January 2006 (the “Service Level Agreement”), such service level agreement to
include timescales for Vistula to respond, restore and resolve critical,
urgent, functional non-urgent and cosmetic non-urgent faults and shall provide
for service level rebates to be provided to Telstra in the event that there is
a failure by Vistula to comply with such timescales.  The Service Level Agreement shall also
include Telstra’s rights to terminate its obligation not to promote, market or
distribute Competing Products or Services as set out in Section 4.2.3, in the
event of Vistula’s failure to achieve its obligations under the Service Level
Agreement.


5.7           Product Development Support. Vistula will, at its
sole expense, provide such reasonable assistance to Telstra to assist Telstra
in developing its Service offering and integrated VoIP Product and portal, incorporating
the Products.


5.8           Initial Product Development.  Vistula will, at its sole expense, ensure that
the Product is working to Telstra’s specification and has the working features
and functionality expected from a product of this type, the detailed specification
to be agreed between the Parties. 
Telstra will provide Vistula details of the detailed specification
required in order for initial product development to be completed and
Commercial Launch to take place.  For the
purposes of this Agreement, “Commercial Launch” shall occur on the earlier
of:  (i) the date for such Commercial
Launch as agreed between the parties, or (ii) Telstra entering into a contract
for the supply of Services to a Telstra Customer which requires the Telstra
Customer to pay for the Services.


6.             Orders and Payments.


6.1           Prices. 
Telstra shall have the sole right to establish prices for its
distribution of the Products to Telstra Customers.


6.2           Payments. 
Telstra shall pay Vistula the sum of £1 per month for each individual
user of the Services or Products during such month, pro-rated in the event that
a user is only a


 


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user for part of a
month.  It is noted that there may be a
number of users within a Telstra Customer. Telstra may deduct from the amount
payable to Vistula that portion of any allowances, chargebacks, credits,
refunds and other adjustments actually credited to Telstra Customers solely to
the extent that such allowance, chargeback, credit, refund or other adjustment relates
to Service errors, failures or other performance issues in connection with or
arising from the Products equal to the fraction, the numerator of which is
£1.00 and the denominator of which is the monthly per user fee charged by
Telstra to the relevant Telstra Customer for the Services.  The fee shall not be payable in respect of
any alpha or beta trial Telstra Customers or for Telstra’s own internal use in
its offices.  Fees shall only be due
following Commercial Launch of Telstra’s Service offering incorporating one or
more of the Products following satisfactory completion by Vistula of the
initial product development in accordance with Section 5.8.


6.3           Payment Terms. 
Within 15 days of the end of each month following the execution of this
Agreement, Telstra shall provide Vistula with a statement showing the number of
users of the Services and Products in such month.  On  the
provision by Vistula to Telstra of an invoice calculated based on the statement
provided by Telstra, Telstra shall pay such invoice within 30 days’ of receipt
of the invoice.


6.4           VAT.  VAT may
be charged as appropriate on invoices submitted by Vistula.


6.5           Delivery of Products.  Upon request by Telstra, Vistula shall
promptly (but no later than two (2) business days following receipt of the
request) provide any necessary “key,” pass code or other permission to Telstra
or its Affiliates to enable Telstra or a Telstra Customer to use Products which
have been installed on the server of Telstra or the Telstra Customer in
accordance with this Agreement.


6.6           Freight; Risk of Loss.  All Products ordered by Telstra from Vistula
that are required to be physically delivered to Vistula, if any, shall be
shipped by Vistula to the Telstra facility requested by Telstra.  Telstra shall pay all shipping charges in
connection with the delivery of the Products to Telstra, including all freight
charges, import or export fees, insurance premiums and costs, and all taxes and
duties related to any shipments.  All risk
of loss or damage for all Products shipped to Telstra from Vistula shall pass
to Telstra upon delivery by Vistula to Telstra or to Telstra’s agent for
delivery, whichever first occurs.


6.7           Payment.  All
payments from Telstra to Vistula shall be made in United Kingdom sterling
(£).  Payment shall be by wire transfer
to Vistula’s account at a commercial bank designated by Vistula.


7.             Records, Right to Audit.


7.1           Telstra Reports. 
Telstra shall report to Vistula the following information:


(a)           within ten (10) days after the end of each calendar quarter,
a list of all Products licensed directly or Services provided by Telstra to
Telstra Customers during the preceding calendar quarter and all Products
distributed or Services provided by Affiliates of Telstra to Telstra Customers
during such calendar quarter; and


 


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(b)           such other information relating to the marketing,
distribution and/or provision of the Products and Services as Vistula shall
reasonably request from time to time.


7.2           Business Records; Right to Audit and Copy.  During the term of this Agreement and for a
period of two (2) years thereafter, Telstra shall maintain accurate records
relating to the distribution of Products and provision of Services to Telstra
Customers in the Territory and to Telstra’s performance of its obligations
under this Agreement (“Business Records”). 
The Business Records shall include, without limitation, the identity,
address, contact and, if known to Telstra, hardware and operating environments
of each Telstra Customer, the type of Product and date of distribution for each
Product, the type of Services and dates of use of the Services, the number of
individual licensed users of the Product and Services at the Telstra Customer,
the dates of Product installation (if applicable), a copy of each End User
License Agreement and information about any maintenance and support services
purchased by the Telstra Customer. 
During the term of this Agreement and for a period of two (2) years thereafter,
Vistula or its designee shall have the right, at its own expense and on giving
not less than twenty (20) working days’ notice from time to time have access to
audit the Business Records.


8.             Proprietary Rights and Confidentiality.


8.1           Ownership of Products.  Vistula and its licensors shall retain all
right, title and interest in the Products throughout the world, including
without limitation, patent, copyright, trademark and trade secret rights.  Except as expressly set forth in Section 3 of
this Agreement, neither this Agreement, nor any license of Products hereunder
shall be construed as granting to Telstra or any other party any license or
other right in or to any patent, copyright, trademark, trade secret or other
proprietary right of Vistula or its licensors. 
Telstra shall not take any actions inconsistent with this Section 8.1.


8.2           No Decompiling or
Reverse Engineering. Except as
required or permitted by the Software Directive, Telstra shall not (and
shall cause its Affiliates not to):


8.2.1  make error corrections to or otherwise modify
or adapt the software or create derivative works based upon the Products, or
permit third parties to create derivative works of the Products;


8.2.2  decompile, decrypt, reverse engineer, or
otherwise reduce the Products to human readable form or to gain access to trade
secrets and or confidential information in the Products; or


8.2.3  reproduce, deactivate, modify or bypass the
security devices, including any software or hardware key supplied with respect
to use of the Products.


8.3           Confidential Information.


8.3.1  “Confidential Information” shall mean any
information, in whatever form, received by one party hereto (the “receiving
party”) from the other party hereto (the “disclosing party”) that is identified
as being proprietary or confidential to the disclosing party or which might
permit the disclosing party or its customers to obtain a competitive advantage
over those 


 


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who
do not have access to the information, provided, however, that Confidential
Information shall not include information which (a) is or becomes a part of the
public domain through no act or omission of the receiving party, (b) was in the
receiving party’s lawful possession prior to the disclosure by the disclosing
party and had not been obtained by the receiving party either directly or
indirectly from the disclosing party or unlawfully from any third party, (c) is
lawfully disclosed to the receiving party by a third party without restriction
on disclosure, or (d) is independently developed by the receiving party.


8.3.2  The receiving party hereby agrees that it
will hold all Confidential Information in strict confidence and will use such
Confidential Information only in accordance with the terms of this Agreement.
The receiving party shall limit the use of, and access to, the Confidential
Information to its employees or agents whose use of or access to the
Confidential Information is necessary to carry out the receiving party’s
obligations under this Agreement. The receiving party shall, by all appropriate
means, prevent the unauthorized disclosure, publication, display or use of
Confidential Information and shall, in any event, take at least the same
precautions to protect the confidentiality of the Confidential Information as
it takes to protect its own confidential information.


8.3.3  Telstra, its Affiliates and Telstra Customers
shall not alter or remove any trademark or copyright, restricted rights,
limited rights, proprietary rights or confidentiality notice included in or
affixed to the Products, any Marketing Materials or any Confidential
Information and shall reproduce all such notices on any copies of the Products,
Marketing Materials or Confidential Information made by Telstra in accordance
with this Agreement.


8.4           Source Code Escrow. 
Promptly (but no later than thirty (30) days) following the date hereof,
the Parties and NetYantra will execute a Source Code Escrow Agreement (“the
Escrow Agreement”) with an escrow agent named therein (the “Escrow Agent”), and
Vistula will procure that NetYantra will deposit with the Escrow Agent the
Products in source code form, including related information (e.g. keys, etc.)
which is reasonably required by Telstra and its Affiliates to maintain and
support the Products (such source code and related information, the “Deposit”).
The Escrow Agreement will be executed in accordance with this Section 8.4 and
will not contain any terms or conditions contrary to or in conflict with this
Section 8.4.


9.             Term and Termination.


9.1           Term.  This
Agreement shall become effective upon the execution hereof by Vistula and
Telstra and shall continue for a period of five (5) years from the Effective
Date, unless earlier terminated in accordance with this Section 9.  This Agreement shall automatically renew for additional
two-year terms unless Telstra notifies the other in writing of its desire not
to renew this Agreement at least ninety (90) days prior to the end of the
then-current term.  Vistula shall use its
all reasonable endeavors to ensure that the NetYantra Agreement remains in
place in order that Vistula is able to continue to grant the license hereunder
to Telstra and to allow Telstra to maintain Exclusivity.


9.2           Termination for Default.  Either party may, at its option, terminate
this Agreement effective upon written notice to the other party if the other
party has breached any provision of 


 


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this Agreement and has
failed to cure the breach within thirty (30) days of notice of the breach,
unless such breach is a breach of Section 8.2 hereof, in which case termination
shall be immediate if the breach can not be cured.


9.3           Termination for Insolvency.  Either party may terminate this Agreement
upon written notice to the other party if the other party is liquidated or
dissolved, or becomes insolvent, or suffers a receiver, administrator or
trustee to be appointed for it or any of its undertakings or assets, or is
deemed to be unable to pay its debts or shall cease to carry on business, or
makes a general assignment for the benefit of its creditors or institutes or
has instituted against it any proceeding under any law relating to bankruptcy
or insolvency or the reorganization or relief of debtors.


9.4           Termination of NetYantra Agreement.  In the event of the expiration or termination
of the NetYantra Agreement, Vistula shall terminate this Agreement by written
notice to Telstra.  In the event of such
termination, the parties will meet and mutually agree upon a future course of
action to mitigate the consequences of such termination including with respect
to the support of Telstra Customers. 
Vistula shall use its best endeavors to procure within 90 days of the
date hereof that Vistula or NetYantra shall confirm by way of deed to Telstra
that should the NetYantra Agreement expire or terminate, NetYantra shall enter
into an Agreement with Telstra on the terms of this Agreement, mutatis
mutandis, save where the NetYantra Agreement is terminated by NetYantra as a
result of a breach of the terms of that Agreement caused directly by the
actions or omissions of Telstra.   Other
than where the NetYantra Agreement is terminated by NetYantra as a result of a
breach of the terms of that Agreement caused directly by the actions or
omissions of Telstra, any additional costs incurred by Telstra to mitigate the
consequences of such termination shall be borne by Vistula.


9.5           Effect of Termination.  Subject to Section 9.7, upon termination of
this Agreement for any reason, or upon expiration of this Agreement without
renewal, Telstra shall (and Telstra shall cause its Affiliates to) cease (i)
marketing, distributing and licensing the Products or providing the Services,
and (ii) using the Trademarks and any Marketing Materials.  Immediately upon any termination of this
Agreement, Telstra shall pay to Vistula all amounts then owed to Vistula.  For the avoidance of doubt, following
termination of the Agreement, Vistula will remain entitled to receive, and
Telstra shall pay to Vistula, all of the fees under Section 6 with respect to
individual users at Telstra Customers so long as the sublicense or contract
relating to the Services, as applicable, with such Telstra Customer remains in
effect.


9.6           Effect of Termination on Telstra Customers.  Any termination of this Agreement shall not
affect (a) the sublicenses granted by Telstra to its Affiliates solely to the
extent such sublicenses are required by Telstra Affiliates to support existing
Telstra Customers or (b) the sublicenses granted by Telstra or its Affiliates
to Telstra Customers, as long as such Affiliates or Telstra Customers are not
in breach of their respective sublicense agreement or End User License
Agreement.


9.7           Return of Promotional Material and Confidential
Information.  Within thirty (30) days
after expiration or termination of this Agreement, (i) Telstra shall promptly
submit to Vistula a report including the information described in Section 7.1
of this Agreement for the 


 


11





















period from the date of the
last such report through the date of expiration or termination, (ii) Telstra
and its Affiliates shall promptly return to Vistula all copies of any
Confidential Information and Marketing Materials of Vistula and Vistula shall
promptly return to Telstra all copies of any Confidential Information of
Telstra, and (iii) to the extent any such Confidential Information or Marketing
Material cannot be returned by either party, such party shall erase or destroy
all copies of such Confidential Information and Marketing Materials under its
control, including all copies that are fixed or running in machines controlled
by it.


9.8           Survival of Terms. 
The provisions of Sections 1, 7.2, 8, 9, 10.2, 11, 12 and 13 and any
payment obligations under Section 6 shall survive any termination of this
Agreement.


10.           Warranties and Disclaimer.


10.1         Warranties. 
Vistula represents and warrants to Telstra that:


10.1.1  Rights.  Vistula has the right to enter into this
Agreement and grant to Telstra the rights granted herein.


10.1.2  Limited Warranty.  For a period of one hundred and eighty (180)
days from the date of installation by a Telstra Customer the Products will
perform substantially in accordance with the functional specifications set
forth in the documentation provided with such Products.


10.1.3  Exceptions.  Vistula’s limited warranty set forth in
Section 10.1.2 above shall not apply if breach of the warranty has resulted
from (i) accident, corruption, misuse or neglect of the Products not arising
from the act or omission of Vistula; (ii) acts or omissions by someone other
than Vistula; (iii) combination of the Products with products, material or
software not provided by Vistula or not intended for combination with the
Products; or (iv) failure by the Telstra Customer to incorporate all updates to
the Products provided by Vistula.


10.2         Disclaimer of Warranties.


10.2.1  Except for the express warranties set forth
in Section 10.1 above, Vistula makes no warranty to Telstra regarding the
Products or any services provided by Vistula hereunder.


10.2.2  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE EXPRESS WARRANTIES SET FORTH IN SECTION 10.1 ABOVE ARE THE ONLY
WARRANTIES MADE BY VISTULA WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED
BY VISTULA.  VISTULA MAKES NO OTHER
WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE, AND,
SPECIFICALLY, MAKES NO WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY,
SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.


 


12





















11.           Limitation of Liability.


11.1         Limitation. IN NO EVENT SHALL EITHER PARTY OR ITS
LICENSORS BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,
INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF DATA, LOSS OF
PROFITS, LOSS OF BUSINESS OR LOSS OF GOODWILL ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR THE PERFORMANCE OF THE PRODUCTS, WHETHER OR NOT SUCH
PARTY OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.  THE LIABILITY OF EITHER PARTY
HEREUNDER TO THE OTHER (OTHER THAN IN RESPECT OF UNPAID AMOUNTS DUE FROM ONE
PARTY TO THE OTHER) SHALL NOT EXCEED £1,000,000 FOR ANY INDIVIDUAL EVENT OR
£2,000,000 IN ANY PERIOD OF 12 MONTHS.


11.2         Telstra’s Representations.  In no event shall Telstra make any
representations to existing or potential Telstra Customers about the Products
that conflict in any way with the Marketing Materials provided by Vistula or
Telstra’s knowledge of the Products.


12.           Indemnification.


12.1         Infringement Indemnity.  Vistula shall indemnify, defend, and hold
Telstra and its Affiliates harmless from and against any claims, demands,
liabilities, losses, damages, judgments or settlements, including all
reasonable costs and expenses related thereto, including attorney’s fees,
directly or indirectly resulting from any claimed infringement or violation of
any copyright, patent, or other intellectual property right by the Products,
any part thereof or the use of the Products. Vistula shall have no liability
under this Section 12.1 with respect to any claims, demands, liabilities,
losses, damages, judgments or settlements resulting from (a) infringement by a
combination of any Product with other products or services not furnished by
Vistula hereunder; or (b) infringement solely resulting from any modification
or addition to any Product by any person or entity other than Vistula. Vistula
shall have no liability under this Section 12.1 unless Telstra (a) promptly
notifies Vistula in writing of the claim, action or proceeding, (b) gives
Vistula full authority and reasonable information and assistance to defend such
claim, action or proceeding, and (c) gives Vistula sole control of the defense
and settlement of such claim, action or proceeding and all negotiations
relating thereto.  If a Product or any
part thereof becomes, or in Vistula’s reasonable opinion is likely to become,
the subject of a valid claim of infringement or the like under any patent,
copyright or trade secret law, Vistula shall have the right, at its option and
expense, either to obtain a license permitting the continued use of the Product
or such part, to replace or modify it so that it becomes non-infringing,
or to terminate the license granted herein to distribute the Product.  Vistula shall have no liability hereunder for
any costs incurred or settlement entered into without its prior written
consent, such consent not to be unreasonably withheld.


12.2         Limitation. 
SECTION 12.1 SETS FORTH THE ENTIRE LIABILITY OF VISTULA, AND THE
EXCLUSIVE REMEDY OF TELSTRA AND ITS AFFILIATES, WITH RESPECT TO ANY CLAIM
OF  PATENT, COPYRIGHT OR TRADE SECRET
INFRINGEMENT BY THE PRODUCTS, ANY PART THEREOF OR THE USE THEREOF, AND ARE IN
LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND


 


 


13





















INDEMNITIES WITH RESPECT TO
PATENT, COPYRIGHT OR TRADE SECRET INFRINGEMENT BY THE PRODUCTS, ANY PART
THEREOF OR THE USE THEREOF.


12.3         Indemnification. 
Telstra shall indemnify and hold harmless Vistula from and against any
and all claims, demands, liabilities, losses, costs and expenses (including
reasonable attorneys fees) of any kind whatsoever suffered or incurred by
Vistula as a result of a failure by Telstra to comply with applicable law with
respect to the marketing or distribution of the Products.


13.           General Provisions.


13.1         Entire Agreement. 
This Agreement, including all Exhibits attached hereto, sets forth the
entire agreement and understanding between the parties with respect to the
subject matter hereof and supersedes all oral and written agreements and
understandings relating thereto.  As between
the Parties, in the event of any conflict between the terms of this Agreement
and the terms of the Escrow Agreement or any sublicense agreement or end user
license agreement with respect to the Products and the provisions of this
Agreement, the terms of this Agreement shall prevail.


13.2         Modification/Waiver. 
No waiver, alteration, modification, or cancellation of any of the
provisions of this Agreement shall be binding unless made in writing and signed
by each of the parties hereto.  Either
Party’s failure at any time or times to require performance of any provision
hereof shall in no manner affect its right at a later time to enforce such
provision.  No remedy referred to in this
Agreement is intended to be exclusive, but each shall be cumulative and in
addition to any other remedy referred to herein or otherwise available at law,
in equity or otherwise.


13.3         Assignment. 
This Agreement shall be binding upon, and inure to the benefit of, the
Parties hereto and their respective legal representatives, successors and
permitted assigns.  Neither Party may
assign any of its rights or delegate any of its duties hereunder, in whole or
in part, to any third party, without the prior written consent of the other,
such consent not to be unreasonably withheld or delayed; provided, however,
that either Party may assign its rights under this Agreement to an Affiliate
provided that such Affiliate agrees in writing to be bound by all the terms and
conditions of this Agreement.


13.4         Relationship of the Parties.  The relationship between Vistula and Telstra
shall be that of independent contractors. 
Nothing contained in this Agreement shall be construed to create a
partnership, joint venture or agency relationship between the parties, and,
notwithstanding anything else herein, neither Party shall have the right to
incur (and will not attempt to incur) any obligation or liability on behalf of
the other Party.


13.5         No Solicitation. Each of the Parties agrees that
during the term of the Agreement and for one year after any expiration or
termination of this Agreement, they will not, directly or indirectly, recruit,
solicit or induce (or attempt to do any of the foregoing), any specific
employee or employees of the other party to terminate such employee’s
employment with, or otherwise cease their relationship with, the other Party
without the prior written consent of such other Party.


 


14





















13.6         Severability. 
If any of the provisions of this Agreement are determined to be invalid,
illegal, or unenforceable by a court of competent jurisdiction, such provisions
shall be severed from the Agreement, and the remaining provisions shall remain
in full force and effect; provided, however, that with respect to any material
provision so severed, the parties shall negotiate in good faith to achieve the
original intent of such provision.


13.7         Applicable Law. 
This Agreement shall be governed by and construed and enforced in
accordance with, the laws of England and Wales, without regard to the United
Nations Convention on Contracts for the International Sales of Goods , and this
Agreement shall be subject to the non-exclusive jurisdiction of the Courts of
England and Wales.


13.8         Notices.  Any
notices required or permitted under this Agreement shall be in English and in
writing and shall be sufficiently given if (i) personally delivered, (ii) sent
by first class post or (iii) sent by facsimile. 
Any such notice shall be addressed to the party entitled or required to
receive such notice at the addresses specified below or at such other address
as either party may specify from time to time by written notice in accordance
herewith.  Any notices given hereunder
shall be effective as of the earliest of (i) actual receipt or (ii) twenty-four
hours after transmission if sent by facsimile, or two days after posting.


If to Vistula:


40
Portman Square, 4th Floor

London

United Kingdom W1H 6LT

Attn:  President

Fax:  020 7487 4001


With
a copy to:


Foley
Hoag LLP

155 Seaport Boulevard

Boston, Massachusetts  02210

United States of America

Attn:  Paul Bork, Esq.

Fax:  +1 (617) 832-7000


If
to Telstra


Telstra
House

21 Tabernacle Street

London

United Kingdom EC2A 1AE

Attn:  General Counsel

Fax:  020 7965 8801


13.9         Force Majeure. 
Neither party hereto shall be liable for any delays in the performance
of any of its obligations hereunder, except for the payment obligations of
Telstra 


 


15





















under Section 6.2, due to
causes beyond its reasonable control, including, but not limited to, fire,
strike, war, riots, acts of any civil or military authority, acts of God,
judicial action, unavailability or shortages of labor, materials or equipment,
failure or delay in delivery by suppliers or delays in transportation.


13.10       Headings. 
Headings used in this Agreement are solely for the convenience of the
parties and do not constitute a part of this Agreement.


13.11       Publicity. 
Telstra reserves the right to disclose the existence of a contractual
relationship between Telstra and Vistula. 
Disclosure will include Telstra-issued press releases which will
generally include, but may not be limited to, a brief description of services
provided or products used and the agreement date. Disclosure may also include,
but not be limited to, the following Telstra activities:  (i) client lists, (ii) case studies, (iii)
presentations and (iv) Web site inclusion.


13.12       Stock Exchange Announcements.  Both Parties (and any Affiliates) shall be
entitled to make any announcements and disclosures required by any government
authority or regulatory agency (including, without limitation, the United
States Securities and Exchange Commission) or any Stock Market on which their
shares are listed or are in the process of being listed.  The other party shall be given the opportunity
to comment on any such announcement or disclosure, and any comments made shall
be taken into consideration by the announcing/disclosing party, acting
reasonably provided that the comments are provided on a timely basis so as to
permit timely announcement or disclosure.


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement through their
duly authorized representatives as of the date first written above.


 


 


 


 


16





















	
  Vistula Communications
  Services, Inc.

  	
   

  	
  Telstra Europe Limited

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Rupert Galliers-Pratt

  	
   

  	
  By:

  	
   

  	
  /s/ David Thorn

  
	
  Name:

  	
  Rupert Galliers-Pratt

  	
   

  	
  Name:

  	
  David Thorn

  
	
  Title:

  	
  President & CEO

  	
   

  	
  Title:

  	
  CEO

  



 


 


17





















 


EXHIBIT A


Description of Products


The NY-CubeTM (also known as
the V-Cube) IP-PBX internet telephony software products and all configurations,
modifications, enhancements, upgrades, releases and new versions thereof for
direct or indirect use by Tier 1 carriers, telecommunications equipment
manufacturers, internet service providers, large corporations, SMEs and other
business entities and individual retail customers.


Details of the functionality
of the Products are set out in the Functional Specification.


The NY-CubeTM IP-PBX internet
telephony software products were originally developed by NetYantra.


For the avoidance of doubt,
there shall be no requirement on Telstra to identify the developer or
distributor of the Products.


 


18





















EXHIBIT B


Territory


United Kingdom of Great Britain and Northern Ireland


Republic of Ireland


Jersey


Guernsey


Isle of Man


 


 


19





















 


EXHIBIT C


End User License Agreement Minimum Terms


Any End User License
Agreement required to be used by Telstra or its Affiliates with Telstra
Customers or resellers shall include at a minimum terms and conditions that
cover the following points:


1.  If the Telstra Customer or reseller desires
to use the Products in connection with equipment or operating systems other
than those on which the Products are initially installed, the Telstra Customer
or reseller will notify Telstra.  The
Telstra Customer or reseller understands that use of different equipment or
operating systems may require the purchase of additional installation services
and that not all equipment or operating systems are supported.


2.  The license granted to a Telstra Customer or
reseller shall be a nonexclusive, nontransferable license.


3.  The Telstra Customer or reseller may not copy
the Products except for backup or archival purposes and Telstra Customer or the
reseller may not copy the documentation accompanying the Products without
Telstra’s prior written consent.


4.  The Telstra Customer or reseller may not
sell, license, sublicense, lease, time-share, rent or otherwise make the
Products or the license granted by the End User License Agreement available to
any third party except to the extent permitted by the End User License
Agreement.  The Telstra Customer or
reseller will be permitted to enable its employees, agents and customers to
access and use the Products in the ordinary course of the Telstra Customer or
reseller’s business and in accordance with the terms of the End User License
Agreement.


5.  As between Telstra Customer or reseller and
Telstra, Telstra and its licensors shall own all right, title and interest in
the Products.


6.  The Telstra Customer or reseller shall hold
the Products and the proprietary and confidential trade secret information of
which they consist in strict confidence, and take at least the same precautions
to protect the confidentiality of the Products and such information as it takes
for its own confidential and proprietary information of like importance, but in
no event less than reasonable care.  The
Telstra Customer or reseller shall further agree not to disclose, provide or
otherwise make available the Products and the proprietary and confidential
trade secret information of which they consist or such information in any form
to any person other than reseller’s employees with a need to know.


7.  The Telstra Customer or reseller may not
modify or make works derived from the Products and may not reverse engineer,
decompile, disassemble or otherwise attempt to discover the source code of the
Product (so far as such prohibitions are permitted by law).


8.  If licensed to government entities, any
provisions that may be necessary under applicable government rules and
regulations in order to protect Vistula’s and its licensors’ rights in relation
to the particular government entity.


 


20





















 


9.  The Telstra Customer or reseller’s rights to
use the Products shall terminate if the Telstra Customer or reseller fails to
comply with any of the material terms or conditions of the End User License
Agreement.


10.  The liability of Vistula and its licensors
shall be limited to the same extent as Vistula’s and its licensors’ liability
is limited in Vistula’s agreement with Telstra. 
Vistula and its licensors shall be indemnified to the same extent as
Telstra is indemnified in the End User License Agreement.


 


21





















 


EXHIBIT D


Description of Training and Support to be given by Vistula to Telstra


•                  Support means 24x7 online
and offline support to Telstra only.


•                  Online support means
NetYantra/Vistula support personnel connecting to the V-Cube server Telstra’s
location through the internet, and/or responding to technical queries over an
online chat facility like yahoo messenger or over the phone. Telstra should
make sure that the required connectivity and access permission is provided at
its site for online support.


•                  Offline support means
NetYantra/Vistula support personnel responding to technical queries by email.


•                  Support shall include the
prompt delivery to Telstra, at Vistula’s expense, of all updates and
workarounds with respect to the Products and associated documentation released
by NetYantra/Vistula from time to time and of all error corrections, software
patches and bug fixes with respect to the Products and associated documentation
released by NetYantra/Vistula or required by a Telstra Customer from time to
time. For the purposes of this Agreement, all such updates, workarounds, error
corrections, software patches and bug fixes shall be deemed to be “Products.”


•                  Telstra will use its
commercially reasonable efforts to ensure that faults or problems reported to
Vistula by Telstra are handled as follows:


 


Priority
1 — Response by Vistula within 1 hour of receipt of report. Rectification of
reported fault or problem by Vistula within 4 hours of receipt of report if the
fault or problem requires a software update or 
patch.


A
priority 1 fault shall be a critical fault which prevents or would prevent
users from using the Services.


Priority
2 — Response by Vistula within 4 hours of receipt of report. Rectification of
reported fault or problem by NetYantra within 24 hours of receipt of report if
the fault or problem requires a software update or  patch.


A
priority 2 fault shall be an urgent fault which imposes severe limits or
restrictions on the use of important functionality so as to materially affect
the use of the Services.


Priority
3 — Resolution time frames to be agreed between both Telstra and Vistula on a
case by-case basis (but no later than 7 days following receipt of report of
problem or fault by NetYantra).


A
priority 3 fault is a fault which may cause Telstra to suffer inconvenience,
but which is not necessarily noticeable to individual users, or in any event
does not prevent them being able to use the Services, save for minor
functionality issues.


•                  The format in which faults
or problems are communicated to Vistula by Telstra shall be agreed between the
Parties within thirty (30) days from execution of this Agreement. All 


 


 


22





















 


fault reports by Telstra
shall provide reasonable details concerning the installation of the Products,
the problem or fault, the efforts of Telstra to cure the problem or fault and
any relevant observations of Telstra.


•                  The Support must be provided
by employees of NetYantra/Vistula sufficiently skilled to assist Telstra in
resolution of problems and errors.


•                  Vistula will make
commercially reasonable efforts to make sure that the Internet and telecom infrastructure
at Vistula/NetYantra support center is in service at all times. However
Services from Vistula is subject to service availability of telecom and
Internet infrastructure at Vistula/NetYantra premises.


•                  Optionally Telstra may post
Vistula technical support personnel at Telstra locations, the cost of such
services shall be set forth in a statement of work agreed by the parties.


 


TRAINING


Vistula training activities


2-Day System/Network
Administrator training at Telstra’s premises. Training includes but shall not
be limited to Provisioning and Administration of  V-Cube IP-PBX, Periodic maintenance
activities to be carried out on the IP PBX, Backup processes, Reporting,
Trouble shooting and incident ticketing with NetYantra Support.


Training topics to include:


1.                           System
Overview, Components & V-Cube Interfaces.


This
section provides an overview of the technologies involved, protocols used, how
the different components interact with each other, Different administrative
roles in the IP PBX application, and levels of management and user access to
the system. Trainees also go through the different login screens in the system.


2.                           System
Management


Overview
of system management along with meaning and interpretation of real time
parameters of the server displayed on the management page.


a.                     Nycubed Stop/Start/Restart —
Starting and stopping the server cleanly.


b.                    Backup logs — Checking logs,
Backing up logs to report a problem. Taking a system snap shot.


 


3.                           System status


This
section goes through the real time monitoring of the IP PBX activity. Explains
the currently Active User and Call Lists.


4.                           Configure
SIP/H.323 Accounts


Overview
of configuring an ITSP account, making SIP/H.323 dial plans, adding and
deleting dial plans and routes. Mapping numbers.


 


23





















5.                           Routing options


Setting
up routing options, Routing based on time, protocol, dialing prefix. Explains
Routing options and dial plans.


6.                           Conferencing


Overview
of different methods to initiate a conference, setting up conferencing options,
conference permissions.


Hands on training on


a.                     Call to conference migration


b.                    Scheduled conferencing


c.                     Conference bridge
application


 


7.                           IVR & IVRS


This
section covers setting up an IVR tree, multi-lingual tree with language
options, IVRS command, response syntax, Integration with 3rd party
Databases, creating IVRS scripts


8.                           Pre/Post paid


Creating
a pre/post paid user, Adding and deleting users to a specific plan, creating a
new plan.


9.                           IP-PBX features


This
section gives an overview of IP-PBX features and functionalities, adding and
deleting users, setting user permissions and bandwidth restrictions.


Hands on training on


a.                     Adding a user / roaming user


b.                    User services and bandwidth
restrictions


c.                     Setting voice mail and time
based forwarding options


d.                    Call access lists


e.                     Call parking & call
regret


f.                       Rule based call
forwarding


g.                    Call to conference migration
and configuration


h.                    Conference scheduler


i.                        Setting
voicemail boxes


j.                        Voicemail email
and email notification


 


10.                     Question and Answer Session


 


11.                     NetYantra support operations


This
section gives an overview of the NetYantra support process and online trouble
shooting.


 


24





















 


12.                     Reporting a problem


This
section covers, Problem-reporting process, mandatory information required while
reporting a problem, co-coordinating with NetYantra support.


13.                     Instant Messaging basics.


Gives
an overview of the support Instant Messaging, synchronizing with NetYantra
support on chat for troubleshooting, role of the Administrator in the support
process.


14.                     Training Summary


 


15.                     Wrap up Question and Answer
Session


 


 


25