EXHIBIT
10.35


 


International VoIP Agreement


 


This
International VoIP Agreement (“Agreement”) is entered into on this 17
day of December, 2001 between Fusion Telecommunications International,
Inc., a Delaware corporation (“Fusion”), and Global ePoint, Inc., a Nevada
corporation (“Global ePoint”), referred to individually as a “Party” and
collectively as “Parties.”


 


RECITALS


 


WHEREAS,
Global ePoint is an investor in strategic technology projects such as Internet
Protocol communications services;


 


WHEREAS,
Fusion is a provider of network communications services;


 


WHEREAS,
subject only to Fusion’s agreement with Net2Phone, the Parties wish to enter
into a strategic partnership (the “Venture”) in order to lawfully terminate
Voice over Internet Protocol (“VoIP”) services into Vietnam;


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:


 


I.Obligations of the Parties


 


A. Fusion
Covenants and Agrees to:


 


1.               Be responsible for selling to all potential
customers in the U.S. and worldwide, minutes of international VoIP services, on
behalf of the Venture, to be terminated lawfully in Vietnam.  This Agreement includes services to be
provided pursuant to any agreement with the Vietnam Post and Telecommunications
Corporation or one of its affiliates or subsidiaries (hereinafter referred to
collectively as “VNPT”) or by another entity which is lawfully able to
terminate voice traffic into the VNPT network or any other network in Vietnam
(“Other Entity”), provided that Global ePoint elects to participate in the
project within fifteen (15) business days after being offered the same by
Fusion.


 


2.               Maintain all billing and accounting records
for the sale to its customers of minutes terminating to Vietnam, in addition to
such other countries as the Parties may hereafter agree to add by amendment to
the arrangement set forth in this Agreement.


 


3.               Maintain adequate switching functions at its
switch site in New York for aggregating its customer minutes for termination in
Vietnam.


 


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4.               Use its best efforts to continue the validity
of its valid agreement from an authorized entity in Vietnam authorizing Fusion
to lawfully terminate VoIP minutes to Vietnam.


 


5.               To the extent technically feasible, obtain
and be responsible for international bandwidth for interconnection of its New
York PoP facility to a technically feasible point of presence in Hanoi, Ho Chi
Minh City and/or Danang, Vietnam, to be designated by VNPT or Other Entity,
including availability of a dedicated, clear channel, point-to-point circuit;
and E-1’s using PRI signaling or R-2 signaling with tone plans for R-2, and configurations
for any variations of this R-2 signaling.


 


6.               Provide compression and routing equipment at
Fusion’s designated point of presence in New York (or other Point of Presence),
and provide any necessary network management equipment in the USA.


 


7.               Provide any necessary equipment and services
necessary to establish VoIP International Gateways at Hanoi, Ho Chi Minh City
and/or Danang, Vietnam.


 


8.               Obtain and be responsible for facilities
interconnecting (i) Fusion’s designated Point of Presence in New York to the
cable head in the USA; (ii) the cable head in the USA to the cable head in
Vietnam; and (iii) to the extent necessary, the cable head end in Vietnam to
the international VoIP gateways in Hanoi, Ho Chi Minh City and/or Danang,
Vietnam.


 


9.               Obtain and provide to Global ePoint all other
pertinent documentation regarding any required authorizations or permits to
perform its obligations with respect to the business contemplated by this
Agreement.


 


10.         Obtain and provide any other equipment and services as required
pursuant to the agreements entered into with VNPT or Other Entity.


 


B. Global ePoint Covenants and Agrees to:


 


1.               Be responsible for any deposits, license fees
and other up front costs that are required to consummate the transactions
contemplated by this Agreement. Notwithstanding any other provision of this
Agreement, Global ePoint’s obligation to provide funding for any specific
contract entered into by Fusion or specific project contemplated by this
Agreement shall be subject to the feasibility of the performance of such
contract or such project as determined by Global ePoint, in its sole
discretion.


 


2.               Global ePoint will provide a Letter of Credit
listing VNPT or the 


 


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Other Entity as the beneficiary, in an amount of approximately USD
300,000, the exact amount to be agreed to by the Parties. The Letter of Credit
will be issued by an internationally recognized bank reasonably acceptable to
the Parties or via other means reasonably acceptable to the Parties and will
serve as a deposit for termination charges. This Letter of Credit shall include
express language preventing any drawing against it except for the purposes of
paying termination charges that are not timely paid. The term of the Letter of
Credit shall be for one (1) year, after which the joint entity formed by the
Parties will have the responsibility to replace the Letter of Credit with
security acceptable to the then current beneficiary.    In addition, Global ePoint will provide cash in the amount of
USD 50,000 for connection fees associated with the interconnection with other
networks and a cash amount to be agreed upon by the Parties as prepayment for 2
months’ costs for each Vietnam E1 submarine half-circuit, ILPC, ILPC- Vietnam side,
local leased line, long distance leased line between Ho Chi Minh City and
Hanoi, local transmission part of long distance leased line, local E-1 PSTN to
be procured as well as deposits required for US – side connectivity through to
Hong Kong.


 


3.               Upon the commencement of the actual passing
and termination of minutes across the network, the joint entity formed by the
Parties will pay fees for termination to VNPT or the Other Entity or related
parties, which fees shall be approximately $.28- $.31 per minute as follows:
$.14 for the call, $.10 to VNPT or Other Entity for a connection charge ($.15
as a connection charge for cellular calls), and $.04 as a fee to Fusion’s
Vietnam Marketing Representative. The $.14 fee referred to above shall be
adjusted from time to time in accordance with market conditions.


 


4.               Be responsible for all financial obligations
hereunder necessary to meet the terms and conditions of this Agreement and to
finance all equipment, installations, connectivity and services provided by Fusion
hereunder until such time as the underlying projects become self-financing.


 


5.     Notwithstanding the financial obligations as outlined in this
Section B, the Parties agree that Global ePoint’s financial obligations under
this Agreement for deposits, license fees, connection fees, network costs,
equipment costs, and other costs and fees described in this Section B (except
for the Letter of Credit described in Section B.2) shall not exceed USD
$500,000. In addition, as outlined in Section B.2., Global ePoint shall have
the responsibility of posting a Letter of Credit in the amount of USD $300,000.
The Parties agree that should the costs hereunder exceed the above amounts,
Global ePoint shall not be liable for such costs unless, in its sole and
unfettered discretion, Global ePoint reaches mutual agreement with Fusion on
the payment of such additional costs required in order to meet the terms and
conditions of this Agreement. In the event that additional monies are needed to
fund a contract or project and there is not a mutual agreement among the
Parties and Global ePoint chooses not to fund the additional monies, then upon
Fusion’s securing the additional monies from an outside source to fund the
contract or project, Fusion shall reimburse Global ePoint for all amounts
expended on the 


 


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contract or project by Global ePoint (and not previously reimbursed),
and Global ePoint shall retain an interest equal to the percentage that is
remaining investment bears to the total value of the contract or project, but
not less than a ten percent (10%) interest if Global ePoint elects to withdraw
its entire investment from the contract or project.


 


IIProfit-sharing Arrangement


 


1.               Global ePoint and Fusion shall each receive
fifty percent (50%) of the aggregate Net Profit generated through Fusion’s sale
of VoIP minutes terminating to Vietnam to be accounted for and distributed in
accordance with the terms set forth in Section 4 below.


 


2.               The Parties shall make settlement with and
payment to each other, as necessary, on a monthly basis, within ten (10) days
after the end of each month.  Each
monthly payment will be based upon the management accounts produced by the
Parties.  At the conclusion of each
Party’s financial year, an adjustment will be made to the payment of the
preceding fiscal year to reflect any audit adjustments that were made based on
the management accounts.  Any disputes
will be resolved through mutually agreed procedures.


 


3.               All unpaid, undisputed balances shall accrue
at the greater of 11⁄2% (one and one half percent) per month or at the highest
rate permitted by law.  In addition,
each Party shall pay all costs, including attorneys’ fees, incurred by the
other Party in connection with any proceeding to collect any unpaid balances
due under this Agreement.  All payments,
where applicable, shall be made via irrevocable wire transfer to:


 


Global ePoint:


Wells Fargo Bank


ABA #: 121000248


Acct #: 460-3793951


For: Global ePoint, Inc.


1370 W. San Marcos Blvd., Suite 100


San Marcos, CA 92069


 


Fusion:


Chase Manhattan Bank


ABA
#: 021000021


Acct
#: 777-390515


For:
Fusion Telecommunications


International,
Inc.


420
Lexington Ave, Ste 518


New
York, NY 10170


 


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4.               Definitions of key terms and conditions used
to calculate profit sharing:


 


(a.)
“Total Revenue” is that revenue accruing to Global ePoint and Fusion from the
sale to any customer of VoIP minutes terminating in Vietnam through the Vietnam
network contemplated in this Agreement; provided that, in the case of sales to
retail end users, the revenue assigned to any such sale shall be computed as if
the sale were made at the average sales price received by each of the Parties
during the month in question from each of the Parties’ nonaffiliated wholesale
customers to which sales of said 
Vietnam VoIP services are made during the month in question.


 


(b.)“Net Profit” shall equal Total Revenue (as computed pursuant to
Paragraph (a) above) less the following expenses:


 


•                  Undersea
fiber charges (see Paragraph I.A.5 above);


•                  Terrestrial
facility charges (local loops in USA and Vietnam)(see Paragraph I.A.8 above);


•                  Termination
expense in Country and other expenses as set forth in Paragraph B.3 above;


•                  Per
minute fee paid to Fusion’s Marketing Representative to be initially $0.04 per
minute.


•                  Fees
and expenses for the other elements of expense described in Paragraph I.A. and
I.B. above


•                  Amortization
over a twelve (12) month period (such amortization to be paid monthly) of
equipment costs (see Paragraph I.A.6 and I.A.7.
above) as mutually agreed between the Parties and amortization of Fusion’s
reasonable cost of negotiating and executing the Vietnam Agreements, such costs
are approximately $30,000 (see Paragraph I. A. 4. Above), and;


•                  Amortization
over a twelve (12) month period (such amortization to be paid monthly) of
Global ePoint’s cash deposits, if any, pursuant to Paragraph B.2 above, it
being understood that, if such deposits are in the form of a letter of credit
or similar mechanism rather than cash, then there will be no amortization
pursuant to this item but instead the letter of credit fee imposed by Global
ePoint’s bank will be chargeable as a monthly expense to arrive at Net Profit;
and,


•                  Fusion
will be entitled to a network service and maintenance fee, switch, selling,
billing, administrative and bad debt reserve fee of $.015 per minute on all
traffic volumes.


 


If any of the foregoing expenses are not paid from operating revenue of
the Venture, the applicable expense shall be reimbursed to the Party that
provided the funding to pay such expense in accordance with the amortization
schedule set forth in this Agreement.


 


5.               The terms of any interconnection agreement
entered into between the Venture and VNPT or Other Entity shall include a
termination rate between 


 


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approximately
USD 0.28 and USD 0.31 for cellular per minute, and the Parties agree to
initially terminate one (1) million minutes per month and anticipate increasing
termination of traffic to Vietnam to at least 4-5 million minutes per month. It
is further agreed that Fusion will utilize its best efforts to negotiate for a
provision in the agreement with VNPT or Other Entity that any license or other
authorization to operate in Vietnam shall include a mutually-agreed to formula
under which termination charges due and payable to the VPNT or Other Entity
shall be reduced from time to time in response to declining margins. If Fusion
is unable to secure such an agreement from the government of Vietnam, both or
either of the Parties may terminate this Agreement immediately without penalty.
If Fusion secures such an agreement from the government of Vietnam, but market
rates for VoIPservices terminating to Vietnam decline so as to materially
affect the economic feasibility of a specific contract or project covered by
this Agreement, as determined by either Party in its sole discretion, then
either Party may terminate this Agreement with respect to such contract or
project immediately without penalty.


 


III.General
Terms & Conditions


 


1.               References to Fusion shall include Fusion
Telecommunications International, Inc. and all parent, subsidiary or affiliated
entities, as well as its (their) successors and assigns.


 


2.               References to Global ePoint shall include
Global ePoint, Inc. and all parent, subsidiary or affiliated entities, as well
as its (their) successors and assigns.


 


3.               (a) With regard to the termination
arrangement introduced by Fusion to Global ePoint as contemplated by this
Agreement, Global ePoint shall not circumvent 
Fusion in such a way that excludes Fusion from participating, or
diminishes Fusion’s ability to participate, in such termination arrangement.


 


(b) With regard to any other business opportunity that either Party is
pursuing, in the event that either Party discloses to the other Party in
writing such other business opportunity, the other Party shall not circumvent
such Party in such a way that excludes such Party from participating, or
diminishes such Party’s ability to participate, in such business
opportunity.  Furthermore, this
Agreement does not preclude either Party from entering into any other
agreement, venture, strategic alliance, or business opportunity relating to
VoIP services and/or Vietnam.


 


(c)
The terms of this Paragraph 3 shall survive expiration or termination of this
Agreement.


 


4.               The Parties shall keep all oral and written
information disclosed in connection with this Agreement strictly confidential,
and will utilize the same degree of care 


 


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in
safeguarding such information as it utilizes in respect of its own confidential
information. Neither Party shall make any public disclosure of the discussions
or content of material exchanged between the Parties unless mutually agreed to
by the Parties in writing or unless required by law.   The Parties acknowledge that Fusion has disclosed to Global
ePoint that it is negotiating a number of separate telecommunications
arrangements in Vietnam, and Fusion agrees that Global ePoint shall have a
right of first refusal to participate in any such arrangement in Vietnam under
terms and conditions similar to this Agreement.


 


5.               The Parties may mutually agree to establish a
Limited Liability Company through which to operate the arrangement described
herein.


 


6.               Term and Termination.  The term of this Agreement shall commence on
the Effective Date written above and shall continue for an initial term of one
year thereafter.  At the end of the
initial term, this Agreement shall automatically renew for successive six (6)
month terms unless any of the conditions for termination of this Agreement
occur.  Notwithstanding the foregoing,
except for termination for one of the reasons described below, this Agreement
shall not terminate as long as Fusion or the Venture is party to an agreement
with VNPT or Other Entity for VoIP services to be terminated in Vietnam.


 


In addition to any other termination provisions contained in this
Agreement, either Party may terminate this Agreement immediately upon written
notice to the other Party, in the event of:


 


a)              a breach by the other Party of a material
term, representation, warranty, or obligation of this Agreement which breach is
not cured (if curable) within thirty (30) calendar days after receipt of notice
of breach from the non-breaching Party;


 


b)             fraud, deception or non-payment of
obligations;


 


c)              a Force
Majeure event (as defined below) which prevents either Party from
performing material obligations required under this Agreement for a period of
thirty (30) days or more;


 


d)             the other Party’s insolvency, receivership,
or voluntary bankruptcy; or the institution of involuntary proceedings for
bankruptcy against the other Party that are not stayed or dismissed within
ninety (90) calendar days after the institution thereof;


 


e)              a general assignment by the other Party of
all or substantially all of its business or assets for the benefit of
creditors;


 


f)                substantially all of the other Party’s
property, or that which is used in providing the Services, is or becomes
subject to levy, seizure, assignment or 


 


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sale for or by any creditor or governmental agency, unless the judgment
or debt is released or satisfied within ten (10) business days; or


 


g)             a determination by any governmental authority
having jurisdiction or court of competent jurisdiction that the operations
contemplated hereby are in violation of applicable legal restrictions.


 


7.  Procedure Upon Termination.  Upon expiration or termination of this
Agreement for any reason. Fusion shall retain use of the network and will
compensate Global ePoint for its investment in equipment, up front costs,
license fees, and other costs paid by it, to the extent that such investment
has not been recovered by Global ePoint pursuant to the amortization provisions
of Section 4. If Fusion chooses not to operate the network after termination of
this Agreement, Fusion will maintain ownership of any equipment and Global
ePoint shall retain ownership of any Letters of Credit, or other investments
that Global ePoint has contributed to this venture unless such project has
become self-financing.


 


8.
Regulatory Issues or Changes. Should the adoption of any law, rule, regulation,
or agency or judicial determination by a court of competent jurisdiction
materially affect either Party’s ability to perform its obligations pursuant to
this Agreement, such Party may terminate this Agreement immediately without any
termination liability upon written notice to the other Party.


 


9.
Taxes. All payments hereunder shall be made in US Dollars.  The paying Party shall be responsible for
the payment of all taxes (including without limitation applicable VAT or
withholding taxes but excluding taxes based solely on the other Party’s net
income) and import duties (collectively, “Taxes”).  Should the paying Party claim any exemption of any sales, use, or
other tax, such Party must provide the other Party with such proof of
exemption.  It will be the paying
Party’s responsibility to ensure that its exempt status remains current, and in
no event shall the other Party be liable for any taxes owed by the paying Party
in accordance with applicable law.


 


10.
No Warranty. ALL SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS
WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT
LIMITATION WARRANTIES AS TO THE DESCRIPTION, QUALITY, MERCHANTIBILITY,
NONINFRINGEMENT, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, ALL SUCH
WARRANTIES BEING EXPRESSLY EXCLUDED AND DISCLAIMED.


 


11.
LIMITATION OF DAMAGES. In no event shall either Party be liable to the other
Party for any indirect, special, incidental, punitive or consequential losses
or damages, including without limitation, lost profits and loss of goodwill
arising in any manner from this Agreement or the use of the Services, however
caused and regardless of theory of liability. 
This limitation will apply even if such Party has been advised or is
aware of the possibility of such damages.


 


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12.
Limitation of Liability.  Except for
each Party’s liability arising out of its indemnification obligations and
confidentiality obligations, each Party’s liability to the other for all claims
arising out of this Agreement shall be limited to the amount of fees paid by
that Party under the terms of this Agreement, whether such claim is based in
contract, tort, or other legal theory.


 


13.
Compliance with Laws.  Neither Party
shall use the Services provided hereunder (a) in violation of any applicable
export laws and regulations (including without limitation any U.S. export laws
and regulations); (b) in violation of any applicable national, state, or local
laws or regulations, including without limitation any laws governing the import
of the Services or governing the content that either Party makes available via
the Services provided hereunder; or (c) in ways that infringe the rights of
others, or interfere with other users of the other Party’s network or other
networks.  Either Party reserves the
right to suspend the Services provided hereunder (or any portion thereof) with
twenty-four (24) notice in the event that it believes that the other Party’s
use (or any of the other Party’s customer’s use), whether knowingly or not, of
the Services is in violation of this section. 
Either Party reserves the right to terminate the Services provided
hereunder in the event of chronic or uncured violations of this Section.  Nothing in this Section or in any other
portion of this Agreement shall be interpreted as permitting either Party to
deny to the other Party access to the Vietnam network; provided that any
continuing use of said network after notification of the violation of this
Section 13 by one of the Parties shall be at the sole risk of such Party.


 


14.
Indemnification. Each Party (for purposes of this paragraph “Indemnifying
Party”) shall indemnify and hold harmless the other Party (“Indemnified Party”)
and all of its officers, agents, directors, shareholders, subcontractors, subsidiaries,
employees and other affiliates (collectively “Affiliates”) from and against any
claim, cost, damages, demand, liability, loss, penalty, proceeding, including
reasonable attorney’s fees, and costs and expenses incidental thereto, which
may be suffered by, accrued against, charged to or recoverable from the
Indemnified Party or any of its Affiliates, arising out of: (i) the
Indemnifying Party’s breach of this Agreement and/or any interconnection
agreement entered into between the Venture and VNPT or Other Entity; (ii) a
claim by a third party against the Indemnified Party or any of its Affiliates
that the Services, or any portion or use thereof, infringes or violates any
patent, copyright, trademark, trade secret or other intellectual property right;
or (iii) damage to property or bodily injuries, including death, as a result of
an intentional or negligent act or omission by the Indemnifying Party or any of
its Affiliates in connection with the performance of this Agreement. The
Indemnifying Party will not settle any claims, demands, suits, proceedings or
actions without the Indemnified Party’s prior written consent, which consent
shall not be unreasonably withheld or delayed.


 


15.
Force Majeure.  Neither Party shall be
liable (except for payment for services rendered) for service interruptions,
delays, failures to perform, damages, losses or destruction, or malfunction of
any equipment or any consequence thereof cause by or due to fire, flood, water,
the elements, acts of God, war, and threat of imminent war, utility
curtailments, power failures, explosions, civil disturbances,


 


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governmental
actions, shortages of equipment for supplies, unavailability of transportation,
acts or omissions of third parties, or any other cause beyond either Parties’
reasonable control.  The Party so
delayed or prevented from performing shall exercise good faith efforts to
remedy any such cause of delay or cause preventing performance. The existence
of such a situation for a duration longer than fifteen (15) calendar days shall
entitle either Party to terminate this Agreement without liability to the other
Party, except for any undisputed payment for Services rendered, subject to
prior written notice.


 


16.
Entire Agreement - This Agreement constitutes the entire agreement between the
Parties and supersedes all previous understandings, commitments or
representations concerning its subject matter. 
This Agreement may not be amended or modified in any way, and none of
its provisions may be waived, except by a writing signed by an authorized
officer of each Party.


 


17.
Severability - In the event that any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.  Further, in
the event that any provision of this Agreement shall be held to be invalid,
illegal or unenforceable by virtue of its scope or period of time, but may be
enforceable by a limitation thereof, such provision shall be deemed to be
amended to the minimum extent necessary to render it valid, legal and
enforceable or in the alternative both Parties shall negotiate in good faith to
substitute for such invalid, illegal, or unenforceable provision a mutually
acceptable provision that is consistent with the original intent of the
Parties.


 


18.
Non-Waiver of Breach - Each Party may specifically waive any breach of this
Agreement by the other Party, provided that no such waiver shall be binding or
effective unless in writing and no such waiver shall constitute a continuing
waiver of similar or subsequent breaches. 
A waiving Party may at any time, upon notice in writing, direct future
compliance with the waived term or terms of this Agreement, in which event the
breaching Party shall comply as directed thereafter.


 


19.
Notices - All notices and other communications shall be in English, in writing,
and shall be deemed received upon actual delivery (if sent by messenger,
overnight courier or certified mail, return receipt requested) or completed
facsimile.  Notices shall be addressed
to the other Party at the address set forth below:


 


If
to Fusion (except for rate change notices):


 


Fusion
Telecommunications International, Inc.


420 Lexington Avenue


Suite 518


New York, NY 10170


 


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Fax: (212) 972-7884


Attention: 
Executive Vice President—International


 


 


If to Fusion for the purposes of rate change
notices:


 


Fusion Telecommunications International, Inc.


1415 W. Cypress Creek Road


Suite 220


Ft. Lauderdale, FL 
33309


Fax: (954) 493-8449


Attention: 
Vice President—Operations Finance


 


If
to Global ePoint:


 


Global ePoint, Inc


1370 W. San Marcos Blvd.


Suite 100


San Marcos, CA 92069


Attn: Frederick Sandvick, CEO


Tel: 760-560-4900


Fax: 760-510-4920


 


Each Party will advise the other of any change in its address,
telephone number or facsimile number.


 


20.
Headings.  The headings of the Sections
and subsections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement nor shall they be considered when
interpreting or construing this Agreement.


 


21.
Schedules.  The Schedules attached
hereto are part of this Agreement as fully for all intents and purposes as if
they were inserted in the body of this Agreement.


 


22.
Assignment.  This Agreement shall be binding
on the Parties and their respective affiliates, successors and permitted
assigns.  Neither Party shall assign or
transfer their respective rights or obligations under this Agreement to any
other entity without the prior written consent of the other Party, which
consent shall not be unreasonably withheld. Notwithstanding the foregoing,
either party may (i) assign its rights and delegate its obligations under this
Agreement to a majority-owned or majority-controlled subsidiary or affiliate
(for the purposes of this Section 22, “affiliate” shall mean an entity
controlling, controlled by, or under common control of such party) or (ii)
assign its rights and delegate its obligations under this Agreement to an
affiliate or its successor in connection with a merger, spin-off, divestiture,
reorganization or sale of all or substantially all of its assets, 


 


11

















 


and
such assignee/successor shall remain liable for all of the rights and
obligations hereunder; provided however, that if either Party makes such an
assignment, such Party shall provide reasonable notice to the other Party of
such assignment.


 


23.
Counterparts.  This Agreement may be
executed in several counterparts, each of which shall be deemed an original,
and all such counterparts together shall constitute but one and the same
instrument.


 


24.
Relationship.  Neither Party shall have
the authority to bind the other by contract or otherwise make any
representations or guarantees on behalf of the other.  Both Parties acknowledge and agree that the relationship arising
from this Agreement does not constitute an agency, joint venture, partnership,
employee relationship or franchise. 
Provider acknowledges and agrees that it is an independent contractor.
The Parties acknowledge that, for all purposes, the project(s) described in
this Agreement shall be operated and controlled by Fusion in its role as
telecommunications provider.


 


25.
Publicity.  No public statements or
announcements relating to this Agreement shall be issued by either Party
without the prior written consent of the other Party.


 


26.
Governing Law.  The Parties expressly
agree that the governing law of this Agreement shall be the substantive law of
the State of New York without regard to or application of choice of law
principles or the body of law relating to the United National Convention on the
International Sale of Goods.  Each Party
shall comply with all applicable United States and foreign laws, regulations
and ordinances relating to their performance hereunder.


 


Agreed and accepted:


 


	
  Global ePoint, Inc.

  	
   

  	
  Fusion Telecommunications

  International, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/Frederick
  Sandvick

  	
   

  	
  By:

  	
    /s/Eric
  D. Ram

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print
  Name:

  	
    Frederick
  Sandvick

  	
   

  	
  Print
  Name:

  	
    Erik
  D. Ram

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
      CEO

  	
   

  	
  Title:

  	
      E.V.P.
  – International

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
      12/17/01

  	
   

  	
  Date:

  	
      12/17/01

  	
   

  
														



 


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