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Agreement No. 02024517
Between

Calibrus, Inc.
And
SBC Services, Inc.
For
Services

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
1




 TABLE
OF CONTENTS

ARTICLE
1-PREAMBLE                                                                                                          
4

1.1
Preamble and Effective
Date                                                                                              
4

1.2
Scope of Agreement 

4

ARTICLE
2- DEFINITIONS

4

ARTICLE.
3- General Clauses 

6

  3.1
Affiliate

6

  3.2
Amendments and Waivers, 

6

  3.3
Assignment 

7

  3.4
Cancellation and Termination

7

  3.5
Compliance with
Laws                                                                                                        
8

  3.6
Conflict of
Interest.                                                                                                              8

  3.7
Construction and interpretation 

8

  3.8
Cumulative Remedies

9

  3.9
Delivery Performance and Acceptance 

9

  3.10
Entire Agreement

10

  3.11
Force Majeure

10

  3.12
Governing Law 

10

  3.13
Indemnity

10

  3.14
Information

12

  3.15
Infringement of Third Party Intellectual Property Rights

13

  3.16
Insurance 

14

  3.17
Invoicing and Payment 

15

  3.18
Licenses and Patents 

16

  3.19
Limitation of Liability

16

  3.20
Liquidated Damages 

16

  3.21
Most Favored Customer 

17

  3.22
M/WBE (and Exhibits)

17

  3.23
MBE/WBE/DVBE Cancellation Clause

17

  3.24
Non-Exclusive Market 

19

  3.25
Notices

19

  3.26
Price                            


                                                                                                          
20

  3.27
Publicity                              


20

  3.28
Quality Assurance,

20

  3.29
Records and Audits 

23

  3.30
Severability 

23

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier; their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
2




TABLE OF CONTENTS (Continued)

3.31
Survival of Obligations

23

3.32
Taxes

24

3.33
Term of Agreement

25

3.34
Warranty

25

3.35
Work  Orders 

27

ARTICLE
4- SPECIAL TERMS

27

4.1
Access 

27

4.2
Background Cheek 

28

4.3
Electronic Data .Interchange (EDI)

28

4.4
Independent Contractor 

29

4.5
Information Customer

30

4.6
Technical Support 

31

4.7
Key Personnel

31

4.8
Source Code
Availability                                                                                                   
32

4.9
Testimony

32
4.10 Work Done By
Others                                                                                                    
32





APPENDICES
AND EXHIBITS
















Appendix
1.2(1) - Description of Services 

Appendix
1.2(2) -  Prices

Appendix
1.2(3) -  Specifications/Requirements

Appendix
3.5      - Executive Orders and Federal Regulations
Work Order/Statement of Services

Appendix
3.35    - Work Order/Statement of Services

Appendix
4.9      - Form of Escrow Agreement

Exhibit
A - Prime Supplier MBE/WBE/DVBE Participation Plan Exhibit.B - M/WBE-DVBE
Results Report

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
3







ARTICLE
1 - PREAMBLE

1.1

Preamble
and Effective Date




This
Agreement, effective on the date when signed by the last Party ("Effective
Date"), is between Calibrus, Inc, a Nevada corporation ("Supplier"), and SBC
Services, Inc, a Delaware corporation ("SBC"), each of which may be referred to
in the singular as "Party" or in the plural as "Parties."

1.2
Scope of Agreement




Subject
to the terms and conditions of this Agreement, Supplier shall provide to SBC the
Material and Services described in Appendix 1.2(1), pursuant to and in
conformance with Orders submitted by SBC. The applicable price for the Services
is specified in Appendix 1.2(2). Supplier agrees that the Services shall
strictly conform to the Specifications, including these specified in Appendix
1.2(3).

ARTICLE
2 - DEFINITIONS

2.1

"Accept"
or "Acceptance" means SBCs acceptance of the Material or Services ordered by SBC
and provided by Supplier as specified in Section 3.9, Delivery, Performance and
Acceptance. SBCs Acceptance shall occur no earlier than Supplier's Delivery of
Material and/or Services in strict compliance with the Specifications.

2.2

"Acceptance
Date" means the date on which SBC Accepts Material and/or Services,

2.3 

"Affiliate" means (1) a company., whether incorporated
or not which owns, directly or indirectly, a majority interest in either Party
(a "parent company"), and (2) a company, whether incorporated or not, in which a
five percent (5%) or greater interest is owned, either directly or indirectly,
by: (i) either Party Cr (ii) a parent company.

2.4

"Agreement"
shall have the meaning specified in the Section called "Entire Agreement."

2.5

"Cancellation"
means the occurrence by which either Party puts an end to this Agreement or
Orders placed under this Agreement for breach by the other, and its effect is
the same as that of "Termination" and, except as otherwise provided for herein,
the canceling Party also retains any remedy for breach of the whole Agreement or
any unperformed balance.

2.6

"Delivery"
means Supplier's obligation to provide Material and/or: Services that strictly
conform to the Specifications. Supplier completes Delivery: (i) upon SBC's
possession of the




Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
4

Material
if Supplier is not required to provide additional Services, such as
installation, (ii) upon completing such additional Services, if Supplier is
required to provide such Services in connection with providing Material, or
(iii) for Services, upon completing the provision of Services. Notwithstanding
the above, Delivery shall not be deemed completed until the Supplier causes the
Material and Services to strictly conform to the Specifications.

 2.7

"Delivery
Date" means the date on which the Parties agree Supplier is scheduled in this
Agreement or an Order to complete its Delivery.

2.8

"Documentation"
means all documentation, including, but not limited to, user and system manuals
and instructions and training materials in machine readable or printed form, and
Supplier's written Specifications,

2.9

"Information"
means all ideas, discoveries, concepts, know-how, trade secrets, techniques,
designs, Specifications, drawings, sketches, models, manuals, samples, tools,
computer programs, technical information, and other confidential business,
customer or personnel information or data, whether provided orally, in writing,
or through electronic or other means,




2.10
"Laws" shall have the meaning specified in the Section called "Compliance with
Laws."

 2.11
"Liability" means all losses, damages, expenses, costs, penalties, fines and
fees, including reasonable attorneys' fees and consulting fees, arising from or
incurred in connection with a claim or cause of action related to performance or
omission of acts under this Agreement or any Order, including, but not limited
to, claims or causes of actions brought by third parties

 2.12
"Material" means a unit of equipment, apparatus, components, tools, supplies,
material, Documentation, hardware, or firmware thereto, or software purchased or
licensed here under by SBC from Supplier, including third party Material
provided or furnished by Supplier in connection with the Services provided
hereunder. Material shall be deemed to include any replacement parts.

 2.13
"Order" means such purchase orders, work orders, forms, memoranda or other
written communications as may be delivered to Supplier for the purpose of
ordering Services hereunder.

 2.14
"Service(s)" means any and all labor or service provided in connection with this
Agreement or an applicable Order, including, but not limited to, consultation,
engineering, installation, removal, maintenance, training, technical support,
repair, and programming. The term "Service" shall also include any Material,
including any Documentation, provided by Supplier in connection with providing
the Services.

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SI3C, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
5

 2.15
"Specifications" mean (i) Supplier's applicable Specifications and descriptions,
including any warranty statements, and (ii) SBC's requirements, Specifications,
and descriptions specified in, or attached to, this Agreement or an applicable
Order, which shall control over an inconsistency with Supplier's Specifications
and descriptions.




 2.16
"Termination" means the occurrence by which either Party, pursuant to the
provisions or powers of this Agreement or pursuant to laws and regulations, puts
an end to this Agreement and/or Orders placed under this Agreement other than
for breach. On "Termination all executory obligations are discharged, but any
right based on breach of performance survives except as otherwise provided
herein.




 2.17
"Work" means all Material and Services, collectively, that Supplier is supplying
pursuant to Orders placed under this Agreement.




ARTICLE
3 - General. Clauses 




 3.1

Affiliate




Supplier
agrees that an Affiliate may place Orders with Supplier which incorporate the
terms and conditions of this Agreement, and that the term "SBC" shall
be deemed to refer to an Affiliate when an Affiliate places an Order with
Supplier under this Agreement. An Affiliate will be responsible for its own
obligations, including but not limited to, all charges incurred in connection
with such Order, The Parties agree that nothing in this Agreement will be
construed as requiring SBC to indemnify Supplier, or to otherwise be
responsible, for any acts or omissions of an Affiliate, nor shall anything in
this Agreement be construed as requiring an Affiliate to indemnify Supplier, or
to otherwise be responsible, for the acts or omissions of SBC.




 3.2
Amendments and Waivers




This
Agreement and any Orders placed hereunder may be amended or modified only
through a subsequent written document signed by the Parties; provided that SBC
may, at any time, make changes to the scope of Work, and Supplier shall not
unreasonably withhold or condition its consent. An equitable adjustment shall be
made if such change substantially affects the time of performance or the cost of
the Work to be performed under this Agreement. Such cost adjustment shall be
made on the basis of the actual cost of the Work, unless otherwise agreed in
writing. No course of dealing or failure of either Party to strictly enforce any
term, right or condition of this Agreement shall be construed as a general
waiver or relinquishment of such term, right or condition. A waiver by either
Party of any default shall not be deemed a waiver of any other default.

Proprietary Information

The information contained in this Agreement is not for use or
disclosure outside SBC, Supplier, their affiliated companies and
their third
party representatives; except under written Agreement by the contracting
Parties.
6

Agreement
Number 02024517 3.3 Assignment




Neither
Party may assign, delegate, subcontract or otherwise transfer its rights or
obligations under this Agreement, except with the prior written consent of the
other Party; provided, however, that.. SBC will have the right to assign. this
Agreement to any Affiliate without securing the consent of Supplier, and both
Parties may assign their respective right to receive money due hereunder. Any
attempted assignment or transfer not consented to in writing, except for an
assignment to receive money due hereunder, will be void. It is expressly agreed
that any assignment of money will be void if (i) the assignor fails to give the
non-assigning Party at least thirty (30) days prior written notice, or (ii) the
assignment imposes or attempts to impose upon the non-assigning Party additional
costs or obligations in addition to the payment of such money, or (iii) the
assignment attempts to preclude SBC from dealing solely and directly with
Supplier in all matters pertaining to this Agreement, or (iv) the assignment
denies, alters or attempts to alter any of the non-assigning Party's rights
hereunder.

 3.4

Cancellation
and Termination




a.

Cancellation:




If
either party fails to cure a material default under this Agreement or
applicable- Order within thirty (30) days after written notice, then, in
addition to all other rights and remedies, the party not in default may Cancel
this Agreement and/or the Order under which the default occurred.
Notwithstanding anything else in this Agreement, if the material default is a
breach of the Compliance with Laws Section of this Agreement, the party not in
default may, upon providing written notice, Cancel the Agreement immediately.
Additional provisions for Cancellation of Orders hereunder are set forth in this
Agreement.




2.
If Supplier is the party in. default, SBC may Cancel any Orders which may be
affected by Supplier's default without any financial obligation or liability on
the part of SBC whatsoever, except to pay for the value of any Materials and/or
Services retained by SBC. If SBC elects to return any Material, or reject any
Services, Supplier shall be responsible for, and shall reimburse SBC for any
cost incurred in connection with promptly returning Material and restoring SBC's
site to its original condition. Supplier shall also promptly refund amounts, if
any, previously paid by SBC for such Material and/or Services. Upon removal and
restoration and SBC' s receipt of any such reimbursement and refund, title to
any such Materials, which had previously passed to SBC, shall revert to
Supplier,




b.

Termination:

SBC
may Terminate this Agreement or any Order in whole or in part, at any time, upon
written notice to Supplier. In such event, or if Supplier Cancels this Agreement
or Order as a result of BBC's failure to cure a material default, SBC
shall. pay Supplier its actual and direct costs incurred to provide the
Materials and Services ordered by SBC but no more than a percentage of the
Services performed or Materials Delivered,

Proprietary Information

The information contained in this Agreement is not for use ar
disclosure outside Sac, Supplier, their affiliated companies and
their third
party representatives, except under written Agreement by the contracting
Parties,
7

less
reimbursements, including salvage or resale value, of Materials or Services
affected. If requested, Supplier agrees to substantiate such costs with proof
satisfactory to SB.C In no event shall SBC's liability exceed the price of any
Materials or Services Ordered hereunder,. provided that SBC shall have no
liability for Materials not specially manufactured for SBC pursuant to any Order
which is. Terminated at least thirty (30) days prior to the Delivery Date. After
the receipt of SBC's payment for any Services, Supplier shall deliver the
physical embodiments, if any, of such Services. The foregoing statement of SBC's
liability states the entire. liability of SBC and Supplier's sole
remedy for SBC's Termination for convenience, or Supplier's Cancellation for
material default




c.

Partial.
Cancellation and. Termination:




Where
a provision of this Agreement or the applicable Laws permit SBC to Terminate or
Cancel an Order, such Termination or Cancellation may, at SBC's option, be
either complete or partial, In the case of a partial Termination or Cancellation
SBC may, at its option, accept a portion of the Materials or Services covered by
an Order and pay Supplier for such Materials or Services at the unit prices set
forth in such Order. The right to Cancel an Order shall also include the right
to Cancel any other related Order.

 3.5
Compliance with Laws




Supplier
shall comply with all applicable federal, state, county, and local rules,
inclining, without limitation, all statutes, laws, ordinances, regulations and
codes ("Laws"). Supplier's obligation to comply with all Laws includes the
procurement of permits, certificates, approvals, inspections and licenses, when.
needed, in the performance of this Agreement. Supplier further agrees to comply
with all applicable Executive and Federal regulations as set forth in "Executive
Orders and. Federal Regulations," a copy of which is attached as Appendix 3.5
and by this reference made a part of this Agreement. Supplier shall defend,
indemnify and hold SBC harmless from and against any Liability that may be
sustained by reason of Supplier's failure to comply with this Section.

3.6

Conflict
of Interest




Supplier
represents and warrants that no officer, director, employee, or agent of SBC has
been or will be employed, retained or paid a fee, or otherwise has received or
will receive any personal compensation or consideration, by or from Supplier or
any of Supplier's officers, directors, employees or agents in connection with
the obtaining, arranging or negotiation of this Agreement or other documents
entered into or executed in connection with this Agreement.

3.7

Construction
and Interpretation




a.
The language of this Agreement shall in all cases be construed simply, as a
whole and in accordance with its fair meaning and not strictly for or against
any Party. The Parties agree

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties,
8

that
this Agreement has been prepared jointly and has been the subject of arm's
length and careful negotiation. Each Party has been given the opportunity to
independently review this Agreement with legal counsel and other consultants,
and each Party has the requisite experience and sophistication to understand,
interpret and agree to the. particular language of the provisions. Accordingly,
in the event of an ambiguity in or dispute regarding the interpretation of this
Agreement, the drafting of the language of this Agreement shall not be
attributed to either Party.




b.

Article,
section and paragraph headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement. The use of the word. "include" shall mean "includes, but is not
limited to," The singular use of words shall include the plural and vice versa.
Except as otherwise specified, Supplier's price for Material and Services
includes the price for all related Material or Services necessary for SBC to use
the Material and/or Services for its intended purpose, as well as all other
Supplier obligations under this Agreement. All obligations and rights of the
Parties are subject to modification as the parties may specifically provide in
an Order. "Services" and "Software" shall be treated as "goods" for purposes of
applying the provisions of the Uniform Commercial Code ("UCC"). If there is an
inconsistency or. conflict between the terms in this Agreement and in an Order,
the terms in the Order shall take precedence.




c.

Whenever
any Party is. entitled to interest under this Agreement, the amount of interest
shall be the lower of twelve percent (12%) per annum, or the highest amount
allowed by the governing state law, pursuant to Section 3.12, "Governing
Law," of this Agreement.

 3.8
Cumulative Remedies

Except
as specifically identified. as a Party's sole remedy, any rights of
Cancellation, Termination, Liquidated Damages or other remedies prescribed in
this Agreement, are cumulative and are not exclusive of any other remedies to
which. the injured Party may be entitled. Neither Party shall retain the benefit
of inconsistent remedies.

 3.9

Delivery,
Performance. and Acceptance




Services'
performed by Supplier shall be deemed to be Accepted by SBC when Services are
performed to SBC's satisfaction, Payments, including progress payments, if any,
shall not be construed as Acceptance of Services performed up to the time of
such payments. SBC shall notify Supplier of any Services considered to be
unsatisfactory. Supplier shall, at no charge to SBC, take prompt action to
correct such unsatisfactory Services. If such unsatisfactory Services have not
been corrected within a reasonable time (not to. exceed ten (10) working days
from date of notification), SBC may, in addition to all other rights and
remedies provided by law or this Agreement, Cancel this Agreement and/or any
affected Order.

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
9







The
terms contained in this Agreement and in any Orders, including all exhibits,
appendices and subordinate documents attached to or referenced in this Agreement
or in any Orders, constitute the entire integrated Agreement between Supplier
and SBC with regard to the subject matter contained herein. This Agreement
supercedes all prior oral and written communications, agreements and
understandings. of the Parties, if any, with respect hereto. Acceptance of
Material or Services, payment or any inaction by SBC, shall not constitute SBC's
consent to or Acceptance of any additional or different terms from those stated
in this Agreement, except for terms in an Order inserted by SE • and signed by
both Parties. Estimates furnished by SBC are for planning purposes only and
shall not constitute commitments. Supplier covenants never to contend otherwise.
No oral promises or statements have induced either Party to enter into this
Agreement.

 3.11
Force Majeure




a,

Neither
Party shall be deemed in default of this Agreement or any Orcbr to the extent
that any delay or failure in the performance of its obligations results from any
cause beyond its reasonable control. and. without its fault or negligence, such
as acts of God, acts of civil or military authority, embargoes, epidemics, war,
riots, insurrections, fires, explosions, earthquakes, floods or strikes ("Force
Majeure").




b,

If
any Force Majeure condition affects Supplier's ability to perform, Supplier
shall give immediate notice to SBC, and SBC may elect to either: (i) Terminate
the affected Order(s) or any part thereof, (ii) suspend the affected Order(s) or
any part thereof for the duration of the Force Majeure condition, with the
option to obtain Material and Services to be furnished under such Order(s)
elsewhere, and deduct from any commitment under such Order(s),, the quantity of
the Material and Services obtained elsewhere or for which commitments have been
made elsewhere, or (iii) resume performance under such Order(s) once the Force
Majeure condition ceases, with an option in SBC to extend any affected Delivery
Date for the length of time that the Force Majeure condition existed. Unless SBC
gives written notice within thirty (30) days after being notified of the Force
Majeure condition, option (ii) shall be deemed selected.

 3.12
Governing Law




This
Agreement and performance hereunder shall be governed by the Laws of the State
of~ Texas, exclusive of its choice of law provisions.

 3.13
Indemnity




TO THE FULLEST EXTENT PERMITTED BY LAW, SUPPLIER SHALL DEFEND,
INDEMNIFY AND HOLD HARMLESS .SBC AND ITS AFFILIATES (INCLUDING THEIR EMPLOYEES,.
OFFICERS., DIRECTORS, AGENTS AND CONTRACTORS)

Proprietary
Information

The information contained in this Agreement is not for use or
disclosure outside SEC, Supplier, their affiliated companies and
their third
party representatives, except under written Agreement by the contracting
Parties,
10

AGAINST
ANY LIABILITY ARISING FROM OR INCIDENTAL TO SUPPLIER'S OBLIGATIONS UNDER THIS
AGREEMENT OR THE MATERIAL OR SERVICES PROVIDED BY SUPPLIER, INCLUDING (i)
INJURIES TO PERSONS, INCLUDING DEATH OR DISEASE, (ii) DAMAGES TO PROPERTY,
INCLUDING THEFT, (iii) SUPPLIER'S FAILURE TO COMPLY WITH ALL LAWS, AND (iv)
LIENS ON SEC'S PROPERTY.




b.

IT
IS THE INTENT OF THE PARTIES THAT THIS INDEMNITY APPLY REGARDLESS OF WHETHER OR
NOT SUCH LIABILITY WAS CAUSED IN PART BY SEC'S OWN NEGLIGENCE OR THAT OF THE
OTHER PARTIES INDEMNIFIED UNDER THIS SECTION, EXCLUDING ONLY ANY LIABILITY
ARISING FROM THEACTIVE NEGLIGENCE OF SBC AND EXCLUDING ANY SBC LIABILITY ARISING
FROM SEC'S DEFINITION AND SEC'S SCRIPTING OF THE TPV PROCESS. THIS INDEMNITY
SHALL SURVIVE THE DELIVERY, INSPECTION AND ACCEPTANCE OF THE MATERIAL OR
SERVICES.




c.

IF
ANY SERVICES PERFORMED IN OHIO OR ANY OTHER STATE WHICH PROVIDES EMPLOYER
IMMUNITY FROM EMPLOYEE CLAIMS UNDER WORKERS COMPENSATION STATUTES OR SIMILAR
LAWS, STATUTES OR CONSTITUTIONAL PROVISIONS, IT IS EXPRESSLY AGREED THAT
SUPPLIER HEREBY WAIVES ANY IMMUNITY FROM ITS OBLIGATIONS TO DEFEND, INDEMNIFY
AND HOLD HARMLESS SBC AND ITS AFFILIATES AGAINST ANY CLAIMS BY EMPLOYEES OF
SUPPLIER, WHICH IMMUNITY WOULD OTHERWISE ARISE BY OPERATION OF SUCH LAW, STATUTE
OR CONSTITUTIONAL PROVISION (In Ohio, Ohio Revised code 4123.74 and 4123.741 and
Section 35, Article, II, Ohio Constitution).




d.

SBC
SHALL NOTIFY SUPPLIER WITHIN A REASONABLE PERIOD OF TIME OF ANY WRITTEN CLAIM,
DEMAND, NOTICE OR LEGAL PROCEEDINGS ("CLAIM") FOR WHICH, SUPPLIER MAY
BE RESPONSIBLE UNDER THIS INDEMNITY OBLIGATION. A DELAY IN NOTICE SHALL NOT
RELIEVE SUPPLIER OF ITS INDEMNITY OBLIGATION, EXCEPT TO THE EXTENT SUPPLIER CAN
SHOW IT WAS PREJUDICED BY THE DELAY.




SUPT)LIER
SHALL ASSUME, AT' ITS.EXPENSE, THE SOLE DEFENSE OF THE CLAIM THROUGH COUNSEL
SELECTED BY SUPPLIER AND SHALL ,.:KEEP: SBC FULLY INFORMED AS TO THE
PROGRESS 'OF SUCH DEFENSE. UPON REASONABLE REQUEST OF :SUPPLIER AND AT
SUPPLIER'S EXPENSE, SBC SHALL COOPERATE WITH SUPPLIER TEETHE DEFENSE OF THE
CLAIM. AT ITS OPTION AND EXPENSE, SBC MAY RETAIN OR. USE SEPARATE COUNSEL TO
REPRESENT IT,. INCLUDING IN-HOUSE COUNSEL .SUPPLIER SHALL MAINTAIN CONTROL OF
THE DEFENSE, EXCEPT THAT IF THE SETTLEMENT OF A. CLAIM WOULD ADVERSELY AFFECT
SBC, SUPPLIER MAY SETTLE, THE CLAIM. AS TO SBC ONLY WITH ITS CONSENT; WHICH
CONSENT SHALL NOT BE WITHHELD OR DELAYED UNREASONABLY. SUPPLIER .SHALL PAY THE
FULL AMOUNT OF ANY

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.


 

JUDGMENT,
AWARD OR SETTLEMENT WITH RESPECT TO THE CLAIM AND ALL OTHER EXPENSES RELATED TO
THE RESOLUTION OF THE CLAIM, INCLUDING COSTS, INTEREST AND REASONABLE ATTORNEYS'
FEES. IF SBC IS REQUIRED TO TAKE ANY ACTION TO ENFORCE ITS INDEMNITY RIGHTS
UNDER THIS AGREEMENT, OR TO ASSUME THE DEFENSE OF ANY CLAIM FOR WHICH IT IS
ENTITLED TO RECEIVE AN INDEMNITY UNDER THIS AGREEMENT, BECAUSE OF SUPPLIER'S
FAILURE TO PROMPTLY ASSUME SUCH DEFENSE, THEN SBC MAY ALSO RECOVER FROM SUPPLIER
ANY REASONABLE ATTORNEYS' FEES (INCLUDING COST OF IN-HOUSE COUNSEL AT MARKET
RATES FOR ATTORNEYS OF SIMILAR EXPERIENCE) AND OTHER COSTS OF ENFORCING ITS
INDEMNITY RIGHTS OR ASSUMING SUCH DEFENSE.




f.
SUPPLIER. AGREES NOT TO IMPLEAD OR BRING ANY ACTION AGAINST SBC OR SBC'S
EMPLOYEES BASED ON ANY CLAIM BY ANY PERSON FOR PERSONAL INJURY OR DEATH THAT
OCCURS IN THE COURSE OR SCOPE OF EMPLOYMENT OF SUCH PERSON BY SUPPLIER AND
RELATES TO SUPPLIER'S PERFORMANCE UNDER THIS AGREEMENT,

 3.14
Information




a.

Information
furnished by SBC.




1.
Any Information furnished to Supplier in connection with this Agreement,
including Information provided under a separate Non-Disclosure prior to
executing this Agreement, shall remain SBC's property. Unless such Information
was previously known to Supplier free of any obligation to keep it confidential,
or has been or is subsequently made public by SBC or a third party, without
violating a confidentiality obligation, it shall be kept confidential by
Supplier, shall be used only in performing under this Agreement, and may not be
used for other purposes, except as may be agreed upon between Supplier and SBC
in writing. Supplier is, granted no rights or license to such Information. All
copies of such Information, in written, graphic or other tangible form, shall be
returned to SBC upon the. earlier of (i) SBC's request or (ii) upon Termination,
Cancellation, or expiration of this Agreement. All copies of such Information in
intangible form, such as electronic' records, including electronic mail, shall
be destroyed upon the earlier of (i) SBC's request or (ii) upon Termination,
Cancellation, or expiration of this Agreement, and Supplier shall certify to SBC
the destruction of all intangible copies of such Information,




2.
Supplier understands and agrees that any and all field trial results prepared by
SBC are and shall remain the property of SBC and are hereby considered SBC's
proprietary Information. Therefore, it shall be SBC's option, in its sole
discretion, to furnish Supplier copies of such documents or to discuss such
documents with Supplier. Supplier's use of field trial reports furnished by SBC
shall be governed by the Publicity Section in addition to the provisions
contained in this Section, "Information."

b.

Information
furnished by Supplier.

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
12

Any Information furnished to SBC under this Agreement shall remain
Supplier's property. No Information furnished by Supplier to SBC in connection
with this Agreement shall be considered to be confidential or proprietary unless
it is conspicuously marked as such. If Supplier provides SBC with any
proprietary or confidential Information which is

conspicuously
marked, SBC shall use the same degree of care to prevent its disclosure to
others as SBC uses with respect to its own proprietary or confidential
Information. Notwithstanding the preceding sentences, no installation,
operation, repair, or maintenance Information of Supplier that pertain to the
Material and Services that are the subject of this Agreement shall be considered
to be proprietary or confidential, and SBC may disclose such Information to
others for the purpose of installing, operating, repairing, replacing, removing
and maintaining the Material for which it was initially furnished.

 3.15
Infringement of Third. Party Intellectual Property Rights




a.

Supplier
agrees to defend, indemnify and hold SBC harmless from and against any
Liability, including increased damages for willful infringement, that may result
by reason of any infringement, or claim of infringement, of any trade secret,
patent, trademark, copyright or other proprietary interest of any third party
based of the normal use or installation of any Material or Services furnished to
SBC.




b.

Supplier
represents and warrants that it has made reasonable independent investigation to
determine the legality of its right to sell or license the Material or provide
Services as specified in this Agreement.




In
addition to Supplier's other obligations set forth in this Section, if an
injunction or order is obtained against SBC's use of any Material or Service;
or, if in Supplier's opinion, any Material or Service is likely to become the
subject of a claim of infringement, Supplier will, at its expense:




1.

Procure
for SBC the right to continue using the Material or Service; or




2.

After
consultation with SBC, replace or modify the Material or Service to make it a
substantially similar, functionally equivalent, non-infringing Material or
Service.




d.

If
the Material or Service is purchased or licensed, and neither (c)(1) nor (c)(2)
above, is possible, in addition to SBC's other rights, SBC may cancel the
applicable Order and. require Supplier to remove, or cause the removal and
return of, such Material or Service from SBC's location and refund any charges
paid by SBC.




e.

In
no event will SBC be liable to Supplier for any charges after the date that SBC
no longer uses any Material or Service because of actual or claimed
infringement




f.

Supplier agrees to defend or settle, at its own expense,. any
action or suit for which it is responsible under this Section. SBC agrees to
notify Supplier promptly of any claim of infringement and cooperate in every
seasonable way to facilitate the defense, Supplier shall

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties,
13

afford
SBC, at its own expense and with counsel of SBC's choice, an opportunity to
participate on an equal basis with Supplier in the defense or settlement of any
such claim..

 3.16
Insurance




a.
With respect to performance hereunder, and in. addition to Supplier's obligation
to indemnify, Supplier agrees to maintain, at all times during the term of this
Agreement, the following minimum insurance coverages and limits and any
additional insurance and/or bonds required by law:




1._
Workers' Compensation insurance with benefits afforded under the Laws of the
state in which the Services are to be performed and Employers Liability
insurance with minimum limits of $100,000 for Bodily Injury each accident,
$500,000 for Bodily Injury by disease policy limits and $100,000 for Bodily
Injury by disease each employee.




Commercial
General Liability insurance with minimum limits of: $2,000,000 General Aggregate
limit; $1,000,000 each occurrence sub-limit for all bodily injury or property
damage incurred in any one occurrence; $1,000,000 each occurrence sub-limit for
Personal Injury and Advertising; $2,000,000 Products/Completed Operations
Aggregate limit, with a $1,000,000 each. occurrence sub-limit for
Products/Completed Operations.. Fire Legal Liability sub-limits of $300,000 are
required for lease agreements.




SBC
and its Affiliated companies will be listed as an Additional Insured on the
Commercial General Liability policy.




2.
If use of a motor vehicle is required, Automobile Liability insurance with
minimum .limits of $1,000,000 combined single limits per occurrence for bodily
injury and property damage, which. coverage shall extend to all owned, hired and
non-owned vehicles.




a.

SBC
requires that companies affording insurance coverage have a rating of B+ or
better and a Financial Size Category rating of VII or better rating, as rated in
the A.M, Best Key Rating Guide for Property and Casualty Insurance
Companies.




b.

A
certificate of insurance stating the types of insurance and policy limits
prodded: the Supplier must be received prior to commencement of any Work If a
certificate is not received, Supplier hereby authorizes SBC, and SBC may, but is
not required to, obtain insurance on behalf of Supplier as specified herein. SBC
will either invoice Supplier for the costs incurred to so acquire insurance or
will reduce by an applicable amount any amount owed to Supplier.




The
cancellation clause on. the certificate of insurance will be amended to read as
follows:

"THE
ISSUING COMPANY WILL MAIL THIRTY (30) DAYS WRITTEN NOTICE TO THE CERTIFICATE
HOLDER PRIOR TO CANCELLATION OR MATERIAL CHANGE THAT AFFECTS THE TERMS OF THE
CONTRACT

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SI3C, Supplier, their affiliated companies and
their third party
representatives,. except under written Agreement by the contracting
Parties.
14

AGREEMENT
BETWEEN SBC AND CALIBRUS . IN THE CASE OF NON­PAYMENT ONLY TEN (10) WRITTEN
NOTICE WILL BE PROVIDED PRIOR TO. CANCELLATION,"

 

The
Supplier shall also require all subcontractors performing Work on the project or
who may enter upon the work site to maintain the same insurance requirements
listed above.

 3.17
Invoicing and Payment

a.

Except
as otherwise specified in. an Order, Supplier shall render an invoice in
duplicate promptly after the Delivery and Acceptance of Material or performance
of Services. The invoice shall specify in detail (i) quantities of each ordered
item, (ii) unit prices of each ordered item, (iii) whether the item is taxable
and the amount of tax per item, (iv) item and commodity codes, (v) total amounts
for each item, (vi) total amount of applicable sales or use taxes, (vii)
discounts, (viii) shipping charges, (ix) total amount due, and (x) Software
might-to-­use fees as either "application" or "operational." If SBC
determines that an invoice and the related documentation are complete and
correct, SBC will pay to Supplier the amount of the invoice within forty-five
(45) days after SBC's receipt of such invoice. If SBC determines that the
invoice or the related documentation are incomplete or incorrect, SBC will
notify Supplier in writing within twenty two (22) days, and the Parties will
then cooperate in good faith to resolve any disputes regarding the invoice or
related documentation before the invoice payment is due. If SBC determines that
the invoice or related documents are incomplete or incorrect after twenty two
(22) days from receipt of the invoice, SBC will pay the amount of the invoice
within forty five (45) days after SBC's receipt of such invoice, and the Parties
will then cooperate in good faith to resolve any disputes regarding the invoice
or the related documentation prior to the due date of the next subsequent
invoice. Any adjustments, which the Parties agree are to be made in the invoice
which SBC notified. Supplier was incomplete or incorrect shall be effected in
the next subsequent invoice issued by Supplier five (5) or more days following
the Parties reaching such agreement; Invoices received by SBC more than one (1)
year after the provision of Material or performance of Services are untimely and
SBC shall have no obligation to pay such invoices.

b.

Invoices
for or including freight charges shall be accompanied by legible copies of
prepaid freight bills, express receipts or bills of lading supporting the
invoice amounts. Such invoices shall include (i) carrier's name, (ii) date of
shipment, (iii) number of pieces, (iv) weight, and (v) freight
classification.




C.
All claims for money due or to become due from SBC will be subject to deduction
by SBC for any setoff counterclaim for money due or to become due from Supplier,
whether under this Agreement or otherwise Any amount due to SBC that is not so
applied against Supplier's invoices for any reason shall be paid to SBC by
Supplier within thirty (30) days after written demand by SBC,




d,
If an Order or an Exhibit or Appendix specifies that Supplier may submit
invoices for progress payments prior to Acceptance, Supplier is permitted to
submit invoices at the end of




Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
15

each
month and SBC will make progress payments to the Supplier at thirty (30) day
intervals. Such progress payments shall not exceed ninety percent (90%) of
satisfactorily completed Work at the time of billing, as determined by SBC.
Supplier agrees to use such progress payments for expenses incurred for Services
or Material used in performance of the Order for SBC.




e.
Supplier agrees to accept standard, commercial methods of payment and evidence
of payment obligation including, but not limited to,. credit card payments,
purchasing card payments, SBC's purchase orders and electronic fund transfers in
connection with the purchase of the Material and Services.

 3.1
Licenses and Patents




No
licenses, express or implied, under any patents, copyrights, trademarks or other
intellectual property rights are granted by SBC to Supplier under this
Agreement. No licenses, express or implied, under any patents, copyrights,
trademarks or other intellectual property rights are granted by Supplier to SBC
under this Agreement.

 3.19
Limitation of Liability




SBC
will not be liable for consequential, incidental, special or punitive damages,
or for loss of revenue or profit in connection with the performance or failure
to perform this Agreement, regardless of whether such Liability arises from
breach of contract, tort or any other heory of Liability.

 3.20
Liquidated Damages




Supplier
recognizes the importance of meeting Delivery Dates and agrees to the following
Liquidated Damage provisions and procedures:




a.

Upon
discovery of anything indicating a reasonable certainty that Material and/or
services will not be Delivered by the scheduled Delivery Date, Supplier shall
notify SBC and provide the estimated length of delay. The Parties shall work
jointly toward resolving the delayed Delivery. If the Parties reach agreement on
an extended Delivery Date and Supplier fails to meet the extended Delivery Date,
then SBC may (i) Cancel the applicable Order, (ii) exercise its right to recover
Liquidated Damages specified hereunder, and/or (iii) further extend the Delivery
Date. No payments, progress or otherwise, made by SBC to Supplier after any
scheduled Delivery Date shall constitute a waiver of Liquidated Damages.




b.

Notwithstanding
the above paragraph, in the event of -Supplier's failure to meet a.
Delivery Date; SBC shall be entitled to the greater of either (i) five percent
(5%) of the price of delayed Materials and/or Services for each day or (ii) five
hundred ($500.00) for each day after the originally scheduled Delivery Date,
until the day of actual Delivery. Liquidated

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC; Supplier, their affiliated companies and
their third: party
representatives, except under written Agreement by the contracting
Parties.

16




Damages
under this Section shall in no event exceed one hundred percent (100%) of the
total price specified for the Material and/or Services delayed.

3.21
Most Favored Customer




Supplier
represents and warrants that all prices, benefits, warranties, and other terms
and conditions in this Agreement are and will continue to be during the term of
this Agreement no less favorable than those currently being offered or which
will be offered by Supplier to any of its similarly situated customers. Supplier
shall review and have an officer of its Company certify its compliance with this
Section to SBC semi-annually, This certification shall be sent to SEC's
representative listed under the Section called "Notices."

 3.22
M/WBE (and Exhibits)




a.

Supplier
will make commercially reasonable efforts to achieve goals for the participation
of M/WBE and DVBE firms (as defined in the Section entitled "MBE/WBE/DVBE
Cancellation Clause") as follows: two percent (2%) annual MBE participation;
zero percent (0%) annual WBE participation; and zero percent (0%) annual, DVBE
participation. These goals apply to all annual expenditures by any entity
pursuant to this Agreement with Supplier




b.

Attached
hereto and incorporated herein as Exhibit A is Supplier's completed
Participation Plan outlining its M/WBE-DVBE goals and specific and detailed
plans to achieve those goals. Supplier will submit an updated Participation Plan
annually by the first week in January. Supplier will submit M/WBE-DVBE Results
Reports quarterly by the end of the first week following the close of each
quarter, using the form attached hereto and incorporated herein as Exhibit B.
Participation Plans and Results Reports will be submitted to the Prime Supplier
Program Manager.

 3.23
MBE/WBE/DVBE Cancellation Clause




Supplier
agrees that falsification or misrepresentation of, or failure to report a
disqualifying change in, the MBE/WBE/DVBE status of Supplier or any
subcontractor utilized by Supplier, or Supplier's failure to comply in good
faith with any MBE/WBE/DVBE utilization goals established by Supplier, or
Supplier's failure to cooperate in any investigation conducted by SBC, or by
SBC's agent, to determine Supplier's compliance with this section, will
constitute a material breach of this Agreement. In the event of any such breach,
SBC may, at is option, cancel ("Cancel") this Agreement upon thirty (30) days
notice, Supplier acknowledges and agrees that SBC's right to Cancel is absolute
and unconditional, and SBC shall not be subject to Liability, nor shall Supplier
have any right to suit for damages as a result of such Cancellation.




b.
For purchases under this Agreement by Pacific Bell, Pacific Bell Directory,
Pacific Bell Mobile Services, Pacific Bell Information Services, Pacific Bell
Communications, and any other entity operating principally in California
(collectively "California Affiliates"), Minority

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC,Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
1.7

and
Women Business Enterprises (MBEs/WBEs) are defined as businesses which satisfy
the requirements of paragraph d. below and are certified as MBEs/WBEs by the
California Public Utilities Commission Clearinghouse ("CPUC-certified").




For
purchases under this Agreement by any entity that is not a California Affiliate,
MBEs/WBEs are defined as businesses which satisfy the requirements of paragraph
d. below and are either CPUC-certified or are certified as MBEs/WBEs by a
certifying agency recognized by SBC.




d.

MBEs/WBEs
must be at least fifty-one percent (51%) owned by a minority individual or group
or by one or more women (for publicly-held businesses, at least fifty-one
percent (51%) of the stock must be owned by one or more of those individuals),
and the MBEs/WBEs' management and daily business operations must be controlled
by one or more of those individuals, and these individuals must be either U.S.
citizens or legal aliens with permanent residence status. For the purpose of
this definition, minority group members include male or female Asian Americans,
Black Americans, Filipino Americans, hispanic Americans, Native Americans (i.e.,
American Indians, Eskimos, Aleuts and Native Hawaiians), Polynesian Americans,
and multi-ethnic (i.e., any combination of MBEs and WBEs where no one specific
group has a fifty-one percent (51%) ownership and control of the business, but
when aggregated, the ownership and control combination meets or exceeds the
fifty-one percent (51%) rule).. "Control" in this context means exercising the
power to make policy decisions. "Operate" in this context means actively
involved in the day-to-day management of the business and not merely acting as
officers or directors.




e.

For
purchases under this Agreement by California Affiliates, Disabled Veteran
Business Enterprises (DVBEs) are defined as business concerns that satisfy the
requirements of paragraph g. below and are certified as DVBEs by the California
State Office of Small and Minority Business (OSMB). The DVBE must be a resident
of the State of California, and must satisfy the requirements of paragraph .g.
below.




f.
For purchases under this Agreement by any entity that is not a California
Affiliate; DVBEs are defined as any business concern that satisfies the
requirements of paragraph g. below and is either a defined DVBE for purchases by
California Affiliates, or is certified as a DVBE by a certifying agency
recognized by SBC.




g.
The DVBE must be (i) a non publicly-owned enterprise at least fifty-one percent
(51%) owned by one or more disabled veterans; or (ii) a publicly-owned business
in which at least fifty-one percent (51%) of the stock is owned by one or more
disabled veterans; or (iii) a subsidiary which is wholly owned by a parent
corporation, but only if at least fifty-one percent (51%) of the voting stock of
the parent corporation is owned by one or more disabled veterans; or (iv) a
joint venture in which at least fifty-one percent (51%) of the joint venture's
management and control and earnings are held by one or more disabled veterans.
In each case, the management and control of the daily business operations must
be by one or more disabled veterans. A disabled veteran is a veteran of the
military, naval or air service of the United States with a service-connected
disability. "Management and control" in this context




Proprietary Information

The information contained in this Agreement is not for use or
disclosure outside SBC, Supplier, their affiliated companies and
their third
party representatives, except under written Agreement by the contracting
Parties.
18




means
exercising the power to make policy decisions and actively involved in the
dayto-day management of the business and not merely acting as officers or
directors.




 3.24
Non-Exclusive Market




It
is expressly understood and agreed that this Agreement does not grant Supplier
an exclusive privilege to provide to SBC any or all Material and Services of the
type described in this Agreement, nor does it require SBC to purchase or license
any Material or Services. It is understood, therefore, that SB.C may contract
with other manufacturers and suppliers for the procurement or trial of
comparable Material and Services and that SBC may itself perform the Services
described herein.

 3.25
Notices




a.

Except
as otherwise provided in this Agreement or an applicable Order, all notices or
other communications hereunder shall be deemed to have been duly given when made
in writing and either (i) delivered in person, or (ii) when received, if
provided via electronic communications, including, but not limited to,
electronic mail and facsimile communications, or (iii) when received, if
provided by an overnight or similar delivery service, or (iv) when received, if
deposited in the United States Mail, postage prepaid, return receipt requested,
and addressed as follows:

To:

Calibrus,
Inc,

1225
W. Washington St. Tempe, AZ 85281 Attn.; David H. Biggs Phone: 602-778-7510
Facsimile: 602-778-7569 

To:

SBC
Services Inc.

530
McCullough Room 2-M-04

San
Antonio, TX 78215.

Attn.:
Stephen W. Boyanowski Phone: 210-886-33`66 Facsimile; 210-886-5292 







b.

The
addresses and facsimile telephone numbers to which notices or communications may
be given by either Party may be changed by written notice given by such Party to
the other pursuant to this Section..

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties..
19







a.

Services
shall be furnished by Supplier in accordance with the prices set forth in
Appendix 1.2(2), attached hereto and made a part hereof, or pursuant to film
prices which are quoted by Supplier for such Services, whichever price is lower.
The prices for all Services in Appendix 1.2(2) are subject to change only in
accordance with this Agreement, which changes must be in writing and signed by
both Parties. If Supplier at any time makes a general price decrease, Supplier
shall promptly notify SBC in writing and extend such decrease to SBC effective
on the date of such general price decrease. The prices in Appendix 1.2(2) are
not subject to increase during the Term of this Agreement.




b.

Supplier
shall strive to proactively reduce its costs and corresponding prices for
Services as charged to SBC by at least five percent (5%) each year, through the
use of improved processes, supply line economies and other cost reduction
methods,




 3.27
Publicity




Supplier
shall not use SEC's or its Affiliates' names or any language, pictures,
trademarks, service marks or symbols which could, in SBC's judgment, imply SBC's
or its Affiliates' identity or endorsement by SBC, its Affiliates or any of its
employees in any (i) written, electronic or oral advertising or presentation or
(ii) brochure, newsletter, book, electronic database or other written matter of
whatever nature, without SBC's prior written consent (hereafter the terms in
subsections (i) and. (ii) of this Section shall be collectively referred to as
'Publicity Matters"). Supplier will submit to SBC for written approval, prior to
publication, all Publicity Matters that mention or display SBCs or its
Affiliates' names, trademarks or service marks, or that contain any symbols,
pictures or language from which a connection to said names or marks may be
inferred or implied.




 3.28
Quality Assurance




Supplier
represents and warrants that Supplier's processes utilized to produce Material
and provide Services under this agreement are certified to TL-9000 or COPC
within one hundred eighty (180) days after the execution of this agreement and
that Supplier will maintainTL­9000 or COPC certification for the term of
this agreement. Supplier shall provide SBC evidence of TL-9000 or COPC
registration certification within thirty (30) days from the date of
certification..




b.
Supplier's key subcontractors/suppliers shall be TL-9000 or COPC certified
within three hundred sixty five (365) days after execution of this agreement
between SBC and Supplier. Supplier shall provide SBC evidence of TL-9000 or COPC
registration certification within thirty (30) days from the date of
registration.




e.
Copies of TL-9000 or COPC may be ordered through the American Society for
Quality by calling (800) 248=1946. Additional information on TL-9000 or COPC may
be found on the QUEST Forum web site.




Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
20




     f.
 If Supplier is not TL-9000 or COPC certified or Supplier's key
subcontractors/suppliers are not TL-9000 or COPC certified, as of contract
execution, Supplier agrees that at no additional charge to SBC:




1.
Supplier shall provide to SBC a TL-9000 or COPC quality plan. Elements to be
detailed in the quality plan include (at minimum):




(i)

A
schedule for achieving TL-9000 or COPC certification.




(ii)

Identification
of key sub-contractors/suppliers, their TL-9000 or COPC certification status:
and schedule for becoming registered,




Designation
of the Supplier's quality representative and of the senior executive with
quality responsibility,




2.
Supplier agrees to conform to the most current version of TL-9000 or COPC
available in conformance with the QUEST Forum transition period.




 3.
As required by SBC, Supplier shall submit TL-9000 or COPC registration and
surveillance audit, results, management review goals, objectives and results for
the registered business entity.




 4.
SBC, at Supplier's expense, may require improvement initiatives requiring the
intervention of a third party quality consultant for the purpose of auditing,
tracking and reporting performance and Material conformance with stated
requirements. Both parties will mutually agree upon which third party quality
consultant will be' selected.

Periodically
as agreed, status of activities and initiatives shall be submitted to both
parties for review. Unresolved issues will be documented and reported within
both, companies to the appropriate level of management responsible to resolve
the issue,




c.

Supplier
shall meet the requirements of Telcordia GR: 282-CorE "Software Reliability and
Quality Acceptance Criteria (SRQAC)" and subsequent changes thereto.




d.

Supplier
hereby agrees that Material furnished hereunder by Supplier has undergone or his
been subject to appropriate quality control measures and procedures, including
performance measurements, testing, quality process reviews or inspections.




e.

When
source inspection is required, Supplier further agrees that it will, at SEC's
request:




    1.
Notify SBC or SBC's agent when Material is ready for source inspection
activities and give

          SBC
or SBC's agent reasonable opportunity for inspection of such Material.




2.
Maintain and make available to SBC or SBC's agent the data, including all
information and reports about Supplier's quality and process control procedures
that demonstrate that Material meets the specified quality and reliability
requirements.




Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties,
21




3.
Provide SBC or SBC's agent, at no charge, access to Supplier's premises, test
equipment, facilities, data and specifications. Supplier will also provide
personnel to assist and sufficient working space to. enable SBC or SBC's agent
to perform said source inspection and/or process surveillance and/or a review of
Supplier's quality program at' Supplier's facilities.







f.
Both parties hereby agree to participate in the Supplier Performance Program
(hereinafter "Program") described below. The Program is a program to assist
Supplier in self-identifying areas of deficiency that may develop in Supplier's
performance as it relates to fulfilling its obligations under this agreement.
Participation in or use of, the Program does not negate or diminish Supplier's
responsibilities as it relates to its requirements to perform its obligation as
defined elsewhere in this agreement nor does it negate diminish or waive: SEC's
rights or remedies as defined elsewhere in this agreement. If there is a
conflict between the Program and other sections of this agreement the other
sections of the agreement shall control,

 Supplier
hereby agrees to:




(i)

Monitor its performance relative to certain measurable performance
indices such as product performance, service performance, and on time delivery.
Performance measurements collected for the purposes of the Program (hereinafter
"Data") will be defined by SBC and communicated to Supplier from time
to time.




(ii)

Collect
and report to SBC the Data relating to Supplier's performance. The Data is to be
entered by Supplier in SEC's Supplier Website in a format that is designated by
SBC. Data will be collected and reported periodically.




(iii)
     Conduct a self-evaluation of its performance based
on the analysis of the Data

           reported.
In those areas where Supplier's performance deviates from SBC's

           identified
acceptable performance levels, Supplier shall develop and submit specific

           performance
improvement plans to SBC detailing Supplier plans to correct such

           deficiencies







(iv)    
Cooperate fully with SBC's supplier performance management team to coordinate
Supplier's activities as they relate to the Program. This includes but is not
limited to participation in planning meetings, audits, feedback sessions, and
issue resolution.




2.
SBC hereby agrees to:




                    
Define the Data requirements that Supplier will monitor and report.




          Provide
Supplier with access to SBC's supplier website for the purposes of 

          entering
Supplier's data.

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting.
Parties.
22

Generate
Performance Reports summarizing the Data and provide Supplier with periodic
feedback evaluating of its performance. SEC's supplier performance management
team will assist Supplier in resolving any internal SBC issues that may impact
Supplier's performance.




g
 Nothing contained in this Section, "Quality Assurance," will diminish
Supplier's obligation to deliver defect-free Material in conformance to
Supplier's warranty obligations under this agreement. SBC's purchase or license
of any Material hereunder is subject to SEC's inspection and acceptance after
delivery thereof.

 3.29
Records and Audits supplier 

a.

Maintain
complete and accurate records related to the Material and Services provided by
Supplier to SBC, including records of all amounts billable to and payments made
by SBC in accordance with Generally Accepted Accounting Principles and
Practices, uniformly and consistently applied in a format that will permit
audit;




b.

Retain
such records and reasonable billing detail for a period of at least three (3)
years from the date of final payment for Material and Services;




c.

Provide
reasonable supporting documentation to SBC concerning any disputed invoice
amount within thirty (30) calendar days after receipt of written notification of
such dispute; and,




d.

Permit
SBC and its authorized representatives to inspect and audit during normal
business hours the charges invoiced to SBC, Should SBC request an audit,
Supplier will make available any pertinent records and files to SBC during
normal business hours at no additional charge.

 3.30
Severability




If
any provision of this Agreement is held invalid or unenforceable, such
invalidity or non enforceability shall not invalidate or render unenforceable
any other portion of this Agreement. The entire Agreement will be construed as
if it did not contain the particular invalid or unenforceable provision(s), and
the rights and obligations of Supplier and SEC will be construed and enforced
accordingly.

 3.31
Survival of Obligations




Obligations
and rights in connection with this Agreement, which by their nature would
continue beyond the Termination, Cancellation or expiration of this Agreement,
including, but not limited to, those in the Sections entitled "Compliance with
Laws," "Infringement of Third Party Intellectual Property Rights,"
"Indemnity," "Publicity," "Severability," "Information,"

Proprietary Information

The information contained in this Agreement is not for use or
disclosure outside SBC, Supplier, their affiliated companies and
their third
party representatives, except under written Agreement by the contracting
Parties.
23

"Independent
Contractor" and "Warranty," will survive the Termination, Cancellation or
expiration of this Agreement.

 3.32
Taxes




a.
   Supplier may invoice SBC the amount of any federal excise
taxes or state or local sales taxes imposed upon the sale of Material or
provision of Services as separate items, if applicable, listing the taxing
jurisdiction imposing the tax. Installation, labor and other non-taxable charges
must be separately stated. SBC agrees to pay all applicable taxes to Supplier
which are stated on and at the time the Material or Service invoice is submitted
by Supplier. Supplier agrees to remit taxes to the appropriate taxing
authorities. Supplier agrees that it will honor properly prepared retail sales
tax exemption certificates, which SBC may submit, pursuant to the relevant
Sales/Use tax provisions of the taxing jurisdictions.




b.

Supplier
agrees to pay, and to hold SBC harmless from and against, any penalty, interest,
additional tax, or other charge that may be levied or assessed as a result of
the delay or failure of Supplier, for any reason, to pay any tax or file any
return or Information required by law, rule or regulation or by this Agreement
to be paid or filed by Supplier. Supplier agrees to pay and to hold SBC harmless
from and against any penalty or sanction assessed as a result of Supplier doing
business with any country subject to U.S. trade. restrictions.




c.

Following
the issuance of an Order, Supplier shall within twenty (20) days (but in no
event later than two (2) weeks before commencement of Work under the applicable
Order) present SBC a schedule of taxes and fees that Supplier proposes to
collect from SBC. Upon SBC's request, the Parties shall consult with respect to
the basis and rates upon which Supplier shall pay any taxes or fees for which
SBC is obligated to reimburse Supplier under this Agreement. If SBC determines
that in its opinion any such taxes or fees are note payable, or should be paid
on a basis less than the full price or at rates less than the full tax rate,
Supplier shall make payment in accordance with such determinations and SBC shall
be responsible for such determinations. If collection is sought by the taxing
authority for a greater amount of taxes than that so determined by SBC, Supplier
shall promptly notify SBC. Supplier shall. cooperate with SBC in contesting such
determination, but SBC shall be responsible and shall reimburse Supplier for any
tax, interest, or penalty in excess of its determination. If SBC desires to
contest such collection, SBC shall promptly notify Supplier. If SBC determines
that in its opinion it has reimbursed Supplier for sales or use taxes in excess
of the amount which SBC is obligated to reimburse Supplier, SBC and Supplier
shall consult to determine the appropriate method of recovery of such excess
reimbursements. Supplier shall credit any excess reimbursements against tax
reimbursements or other payments due from SBC if and to the extent Supplier can
make corresponding adjustments to its payments to the relevant tax authority. At
SEC's request, Supplier shall timely file any claims for refund and any other
documents required to recover any other excess reimbursements, and shall
promptly remit to SBC all such refunds and interest received.




d.

If
any taxing authority advises Supplier that it intends to audit Supplier with
respect to any taxes for which SBC is obligated to reimburse Supplier under this
Agreement, Supplier shall

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
24

(i)
promptly so notify SBC, (ii) afford SBC an opportunity to participate on an
equal basis with Supplier in such audit with respect to such taxes and (iii)
keep SBC frilly informed as to the progress of such audit. Each Party shall bear
its own expenses with respect to any such audit, and the responsibility for any
additional tax, penalty or interest resulting from such audit shall be
determined in accordance with the applicable provisions of this Section.
Supplier's failure to comply with the notification requirements of this Section
shall relieve SBC of its responsibility to reimburse Supplier for taxes only if
Supplier's failure materially prejudiced SBC's ability to contest imposition or
assessment of those taxes.




In
addition to its rights under subsection d. above with respect to any tax or tax
controversy covered by this Tax Section 3.32, SBC will be entitled to contest,
pursuant to applicable law and tariffs, and at its own expense, any tax
previously billed that it is ultimately obligated to pay. SBC will be entitled
to the benefit of any refund or recovery of amounts that it had previously paid
resulting from such a contest. Supplier will cooperate in any such contest,
provided that all costs and expenses incurred in obtaining-a refund or credit
for SBC shall be paid by SBC.




f.
If either Party is audited by a taxing authority Or other governmental entity,
the other Party agrees to reasonably cooperate with the Party being audited in
order to respond to any audit inquiries in an appropriate and timely manner, se
that the audit and any resulting controversy may be resolved expeditiously.

 3.33
Term of Agreement




a.

This
Agreement is. effective on the date the last Party signs and, unless Terminated
or Canceled as provided in this Agreement, shall remain in effect for a term
ending on July 1, 2004. The Parties may extend the term of this Agreement by
mutual agreement in writing.




b.

The
Termination, Cancellation or expiration of this Agreement shall not affect the
obligations of either Party to the other Party pursuant to any Order previously
executed hereunder, and the terms and conditions of this Agreement shall
continue to apply to such Order as if this Agreement were still ia effect.

 3.34
Warranty




Supplier
warrants to SBC that any Services provided hereunder will be performed in a
first­class, professional manner, in strict compliance with the
Specifications, and with the care, skill and diligence, and in accordance with
the applicable standards, currently recognized in Supplier's profession or
industry. If Supplier fails to meet applicable professional standards, Supplier
will, without additional compensation, promptly correct or revise any errors or
deficiencies in the Services furnished hereunder.




b.
The warranty period for Services shall be the longer of the warranty period
stated in the Order, the Specifications, or one (1) year. The warranty period
shall commence upon Acceptance.

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
25

c.
Supplier represents and warrants that:




1.

There
are no actions, suits, or proceedings., pending or threatened, which will have a
material adverse effect on Supplier's ability to fulfill its obligations under
this Agreement;




2.

Supplier
will immediately notify SBC if, during the. term of this Agreement, Supplier
becomes aware of any action, suit, or proceeding, pending or threatened, which
may have a material adverse effect on Supplier's ability to fulfill the
obligations under this Agreement or any Order;




3.

Supplier
has all necessary skills, rights, financial resources, and authority to enter
into this. Agreement and related Orders, including the authority to provide or
license the Material or Services;




4.

The
Material and Services will not infringe any patent, copyright, or other
intellectual property;




5.

No
consent, approval, or withholding of objection is required from any entity,
including any governmental authority with respect to the entering into or the
performance of this Agreement or any Order;




6.

The
Material and Services will be provided free of any lien or encumbrance of any
kind;.




7.

Supplier
will be fully responsible and liable for all acts, omissions, and Work performed
by any of its representatives, including any subcontractor;




8.

All
representatives, including subcontractors, will strictly comply with the
provisions specified in this Agreement and any Order; and,




9.

Supplier
will strictly comply with the terms of this Agreement or Order, including those
specified in any Exhibits or Appendices thereto.




d.
All warranties will survive inspection, Acceptance, payment and use. These
warranties will be in addition to all other warranties, express, implied or
statutory. Supplier will defend, indemnify and hold SBC harmless from and
against all Liabilities for a breach of these warranties.




e.
If at any time during the warranty period for Services,. SBC believes there is a
breach of any warranty, SBC will notify Supplier setting forth the nature of
such claimed breach. Supplier shall promptly investigate such claimed breach and
shall either 0) provide Information satisfactory to SBC that no breach of
warranty in fact occurred,. or (ii) at no additional charge to SBC, promptly use
its best efforts to take such action as may be required to correct such
breach.

Proprietary Information
The.
information contained in this Agreement is not for use or disclosure outside
SBC; Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
26

f.
If a breach of warranty has not been corrected within a commercially reasonable
time, or if two (2) or more breaches of warranty occur in any sixty (60) day
period, SBC may Cancel the applicable Order.

 3.35
Work Orders




SBC may order Material and Services by submitting Work Orders in
connection with this Agreement. SBC will submit Work Orders that are
substantially in the form of Appendix 3.35, specifying the following
information:




1.

A
description of the Services and/or Material, including any
numerical/alphabetical identification referenced'.. in the applicable price
list;




2.

The
requested Delivery Date;




3.

The
applicable price(s);




4.

The
location to which the Material is to be shipped, or the site where Services will
be rendered;




5.

The
location to which invoices are to be sent for payment; and, SBC's Work Order
number.




b.
The terms in this Agreement shall apply to Work Orders submitted in connection
with. this Agreement, and preprinted terms on the back of any Order shall not
apply.

ARTICLE
4 - SPECIAL TERMS 

 4.1

Access

When
appropriate, Supplier shall have reasonable access to SEC's premises during
normal business hours, and at such other times as may be agreed upon by the
Parties to amble Supplier to perform its obligations under this Agreement.
Supplier shall coordinate such access with SBC's designated representative prior
to visiting such premises. Supplier will. ensure that only persons employed by
Supplier or subcontracted by Supplier will be allowed to enter SBC's premises.
If SBC requests Supplier or its subcontractor to discontinue furnishing any
person provided by Supplier or its subcontractor from performing Work on SBC's
premises, Supplier shall immediately comply with such request. Such person shall
leave SBC's premises immediately and Supplier shall not furnish such person
again. to perform Work on SBC's premises without SBC's written consent. The
Parties agree that, where required by governmental regulations, Supplier mill
submit satisfactory clearance from the U.S. Department of Defense and/or other
federal, state or local authorities.

Proprietary Information

The information contained in this Agreement is not for use or
disclosure outside SBC, Supplier, their affiliated companies and
their third
party representatives, except under written Agreement by the contracting
Parties,
27




b.
SBC may require Supplier or its representatives, including employees and
subcontractors, to exhibit identification credentials, which SBC may issue to
gain access to SBC's premises for the performance of Services. If, for any
reason, any Supplier representative is no longer performing such Services,
Supplier shall immediately inform SBC. Notification shall be followed by the
prompt delivery to SBC of the identification credentials, if issued by SBC.
Supplier agrees to comply with SEC's corporate policy requiring Supplier or its
representatives, including employees and subcontractors, to exhibit their
company photo identification in addition to the SBC issued photo identification
when on SBC's premises.




c.
Supplier shall ensure that its representatives, including employees and
subcontractors, while on or off SBC's premises, will perform Work which (i)
conform to the Specifications, (ii) protect SBC"s Material, buildings and
structures, (iii) does not interfere with SBC's business operations, and (iv)
perform. such. Services with care and due regard for the safety, convenience and
protection of SBC, its employees, and property and in full conformance with the
policies specified in the SB.C Code of Conduct, which prohibits the possession
of a weapon or an implement which can be used as a weapon (a copy of the SBC
Code of Conduct is available upon request).




d.
Supplier shall ensure that all persons furnished by Supplier work harmoniously
with all others when on SBC's premises.

 4.2
Background Check




Supplier
shall conduct a background check for each individual providing Services to SBC
to identify whether the individual has been convicted of a felony. Supplier
agrees that no individual convicted of a felony will be permitted to provide
Services in connection with an. Order submitted by SBC without SBC's written
consent.

 4.3

Electronic
Data Interchange (EDI)




a.

The
Parties shall exchange orders, payments, acknowledgements, invoices, remittance
notices, and other records ("Data") electronically, in place of tangible
documents, and agree to exchange such Data in accordance with. the
Telecommunications Industry Forum EDI Guidelines for use of American National
Standards Institute (ANSI) Accredited Standards Committee X12 transaction sets,
unless they mutually agree to a proprietary format or another standard such
Extensible Markup Language (XML).




b.

The
following additional conditions apply to any such exchanges:




1.
Garbled Transmissions: If any Data is received in an unintelligible,
electronically

          unreadable,
or garbled form, the receiving Party shall promptly notify the originating

          Party
(if identifiable from the received Data) in a reasonable manner. In the absence
of

          such
notice, the originating Party's record of the contents of such Data shall
control

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier; their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
28

2.

Signatures:
Each Party will incorporate into each EDI transmission an electronic
identification consisting of symbol(s) or code(s) ("Signature"). Each Party
agrees that my predetermined Signature of such Party included in or affixed to
any EDI transmission shall be sufficient to verify such Party originated,
"signed" and "executed" such transmission. No Party shall disclose to any
unauthorized person the Signatures of the Parties hereto.

3.

Statute
of Frauds: The Parties expressly agree that all Data transmitted pursuant to
this clause shall be deemed to be a "writing" or "in writing" for purposes of
the Uniform Commercial Code ("UCC"). Any such Data containing or having affixed
to it a Signature shall be deemed for all purposes to: (i) to have been "signed"
and "executed"; and (ii) to constitute an "original" when printed from
electronic: files or records established and maintained in the normal course of
business.

4.

Method
of Exchange: Exchange of Data will be made by direct electronic or computer
systems communication between SBC and Supplier or by indirect communications
using a third party service provider ("Provider") or Value Added Network ("VAN")
to translate, forward and/or store such Data. Each Party shall be responsible
for the cost(s) and associated cost(s) of any Provider or VAN with which it
contracts.

 4.4
Independent Contractor

Supplier
hereby represents and warrants to SBC that:

a.

Supplier
is engaged in an independent business and will perform all obligations under
this Agreement as an independent contractor and not as the agent or employee of
SBC;

b.

Supplier's
personnel performing Services shall be considered solely the employees of
Supplier and not employees or agents of SBC;

c.

Supplier
has and retains the right to exercise full control of and supervision over the
performance of the Services and full control over the employment, direction,
assignment, compensation, and discharge of all personnel performing the
Services;

d.

Supplier
is solely responsible for all matters relating to compensation and benefits for
all of Supplier's personnel who perform Services. This responsibility includes,
but is not limited to, (i) timely payment of compensation and benefits,
including, but not limited to, overtime, medical, dental, and any other benefit,
and (ii) all matters relating to compliance with all employer obligations to
withhold employee taxes, pay employee and employer taxes, and file payroll tax
returns and information returns under local, state and federal income tax. laws,
unemployment compensation insurance and state: disability insurance tax laws,
social security and Medicare tax laws, and all other payroll tax laws or similar
taws with respect to all Supplier personnel providing Services; and,

Proprietary Information

The information contained in this Agreement is not for use or
disclosure outside SBC, Supplier, their affiliated companies and
their third
party representatives, except under written Agreement by the contracting
Parties.
29

e.
Supplier will indemnify, defend, and hold SBC harmless from all Liabilities,
costs, expenses and claims related to Supplier's failure to comply with the
immediately preceding paragraph.

 4.5

Information
Customer




a.

For
the purposes of this clause, "Information - Customer," "Customer Information"
includes, but is not limited to, customer name, address, phone number,
information concerning a customer's calling patterns, unlisted customer numbers,
aggregate customer data with individual identifying information deleted, and
Customer Proprietary Network Information ("CPNI") which includes information
available to SBC by virtue of the SBC's relationship with. its customers as a
provider of telecommunications service and may include: the quantity, technical
configuration, location, type, destination, amount of use of telecommunications
service subscribed to, and information contained on the telephone bills of SBC's
customers pertaining to telephone exchange service or telephone toll service
received by a customer of SBC. Except as provided herein, title to all Customer
Information shall be in SBC. Except as otherwise provided herein, no license: or
rights to any Customer Information are granted to Supplier hereunder.




b.

Supplier
acknowledges that Customer Information received may be subject to certain
privacy laws and regulations and requirements of SBC. Supplier shall consider
Customer Information to be private, sensitive and confidential. Accordingly,
with respect to Customer Information, Supplier shall comply with all applicable
CPNI restrictions of the Telecommunications Act (47 U.S.C. § 222) and, for SBC's
customers residing in California, the Constitution of California (Article I, §
1), the California Public Utilities Code (§§ 2841­2894), and General Order
107-B of the California Public-Utilities Commission. Accordingly,
Supplier shall:




1.

not
use any CPNI to market or otherwise sell products to SBC's customers;




2.

make
no disclosure of Customer Information to any party other than SBC, except to the
extent necessary for the performance of Services for SBC;




3.

not
incorporate any Customer Information into any database other than in a database
maintained exclusively for the storage of SBC's Customer Information;




4.

not
incorporate any data from any of Supplier's other customers, including
Affiliates of SBC, into SBC's customer database;




5.

make
no use whatsoever of any Customer Information for any purpose except to comply
with the terms of this Agreement;




6.

make
no sale, license or lease of Customer Information to any other party;




7.

restrict
access to Customer Information, to only those employees of Supplier that require
access in order to perform Services under this Agreement;

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
3Q

8.

implement
and comply with a data security plan, approved in advance in writing by SBC, and
other procedures as may be agreed by SBC and Supplier relative to the security
of Customer Information at all times: in performing Services hereunder;




9.

prohibit
access or use of Customer Information by any of Supplier's other customers,
Supplier's Affiliates, or third parties except as may be agreed otherwise by
SBC; and




10.

promptly return all Customer Information to SBC upon expiration,
Termination or Cancellation of this Agreement or applicable schedule, unless
expressly agreed or instructed otherwise by SBC.

 4.6

Technical
Support




Supplier
will provide, at no additional cost to SBC, full and complete technical
assistance to SBC for the Material and Services provisioned under this
Agreement, including ongoing technical. support and field Service and.
assistance, provision of technical bulletins and updated user manuals, and
telephone assistance to assist with installation, operation, maintenance and
problem resolution. The availability or performance of this technical support
will not be construed as altering or affecting Supplier's obligations as set
forth in the Warranty Section or as provided elsewhere in this Agreement. Field
service and technical support, including emergency support (service affecting),
will be provided on site twenty-four (24) hours a day. Supplier will provide to
SBC, and keep current, an escalation document that includes names, titles and
telephone numbers, including after-hours telephone numbers, of Supplier
personnel responsible for providing technical support to SBC. Supplier will
maintain a streamlined escalation process to speed resolution of reported
problems.

 4.7
Key Personnel




Supplier
shall notify in writing sixty (60) days prior to any change in key personnel.
SBC may terminate this Agreement after receiving such notice of change of key
personnel, upon giving thirty (30) days written notice of its intent to
terminate this Agreement. Key personnel shall include Tom Harker, and David
Biggs.




The
personnel or facilities listed below are considered essential to the
implementation of this program (defined as the first 180 days from the date the
first interface is executed). Before removing, replacing, or diverting any of
the specified personnel, Supplier shall notify SBC sixty (60) days in advance
and submit justification (including proposed substitutions) in sufficient detail
to permit evaluation of the impact on implementation. Supplier shall make no
diversion without SBC's written consent. Tom Harker and David Biggs
as key personnel may, with the consent of SBC, be amended from time to time
during the implementation of the contract to change the key personnel.

Proprietary Information.

The information contained in this Agreement is not for use or
disclosure outside SBC, supplier; their affiliated companies and
their third
party representatives, except under written Agreement by the contracting
Parties.
31

 4.8

Source
Code Availability

Supplier shall deposit the source code and any other Information
necessary to enable SBC to maintain the Software, including Documentation, into
an escrow account pursuant to an escrow agreement substantially in the form of
Appendix 4.9 ("Escrow Agreement") with an. escrow agent (the "Escrow Agent")
satisfactory to SBC. Whenever a change is made to the source code during the
term of the Escrow Agreement, the revised source code and related Documentation
shall promptly be deposited into such escrow account.




 4.9

Testimony

Matters
relating to Work under this Agreement may be at issue before various
governmental bodies. Supplier agrees to have appropriate members of its company
willing to testify at appropriate times at no additional cost, regarding any
aspect of the Work.

 4.10
Work Done By Others

If
any part of Supplier's Work is dependent upon work performed by others, Supplier
shall inspect and promptly report to SBC any defect that renders such other work
unsuitable for Supplier's proper performance. Supplier's silence shall
constitute approval of such other work as fit, proper and suitable for
Supplier's performance of its Work.

IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives:

Calibrus,.
Inc.,

By:
 /s/ David H Biggs

Printed
Name: David H Biggs

Title:
CEO

Date:

SBC
SERVICES, INC.

By:
/s/ John Howell

Printed
Name: John Howell

 Title:
Director Mktg. Bus Dev.& Advertising

Date:
 August 30, 2002

Proprietary Information

The information contained in this Agreement is not for use or
disclosure outside SBC, Supplier, their affiliated companies and
their third
party representatives, except under written Agreement by the contracting
Parties.


32

 

Appendix 1.2(1)




Description of Services (and Deliverables)




Supplier
shall provide the following Services:

Supplier
shall adhere to the current FCC and State regulations in providing these
Services to SBC. SBC and Supplier will negotiate in good faith any changes in
price as a result of significant changes in FCC, State regulations or call
details.




SBC
sales agent will contact the Supplier. Supplier will provide to SBC Third Party
Verification Live Operator Services ("TPV Services" or "Services") that will
allow for verification of orders.




The
TPV Services involve Third Party Verification of sales to SBC customers. When a
customer agrees to the sale, the SBC Sales Representative will enact an on-line
transfer to a Supplier to record the fact that the customer has agreed to the
sales order. Supplier will provide Live Operator Services that will allow for
Third Party Verification of orders.




The
Supplier will record the entire TPV process. Supplier will employ customized
scripts, greetings, and indexing recordings by specified captured details as
well as time, date, and year. Once recorded, all audio recordings shall be
available for retrieval, Access to recordings will be available through any
touch tone telephone or the Internet using the appropriate access and security
codes, All voice recordings and all TPV Services are the sole property of
SBC.




The
TPV Services shall be in strict compliance with the Specifications as specified
in Work Orders issued hereunder.

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.


33

Appendix 1.2(2) Prices




Supplier
shall provide the Services, including any applicable deliverables, for the
following prices:

If
actual business conditions vary significantly from estimates in a manner that
affects the cost of providing TPV (Third Party Verification) Services, the
Supplier and SBC will be given an opportunity to adjust the price of the Service
by mutual written agreement. Supplier shall provide the Services, including any
applicable deliverables, for the following prices:

					
	
 
	
Per
call charge based on Calls/ Month

	
Call
Volume
	
>0

<=250K
	
>250K

<=500K

 
	
>500K

<=
750K

 
	
>750K

<=1M

	
Live
Operator Price Per call charge English

and
Spanish on behalf of SBC, SBC Affiliates

and
Suppliers
	
$  
..90
	
$ 0.87
	
$0.85
	
$0.83

	
Live
Operator Price Per call charge in

language
(Cantonese, Mandarin, Korean,

Japanese,
Tagalong, Vietnamese, and Polish)

behalf
of SBC, SBC Affiliates and Suppliers.
	
$1.59
	
$I.57
	
$1.54
	
$1.52

	
Internet
TPV - Live Operator Outbound

Contact
call charges for English and Spanish

on
behalf of SBC, SBC Affiliates and

Suppliers.
This price is not per call but for the

required
calls to contact Customer
	
$1.17
	
$1.14
	
$1.11
	
$1.08






Notwithstanding
the forgoing, the per call charge is determined on a cumulative basis for SBC,
all affiliates, SBC suppliers and all other Supplier customers who use the WEB
based tools designed for this program combined regardless of call type. The per
call charges is inclusive of all support charges including but not limited to
Scripting, 800 Number services, Toll Charges, Programming, Reporting,
Interfacing with SBC systems, etc. Cumulative SBC Calls apply to the total of
all Live Operators regardless of origination for SBC, SBC's affiliates and SBC
suppliers.




For
example, if there were 400,000 SBC1Affiliate/SBC supplier calls in a month and
200,000 `other Supplier customers using the WEB based tools' in the same month,
SBC would pay the prices per call specified in the
(>500K<=750K) column. If there are 550,000 SBC calls in a month
and 300,000 `other Supplier customers using the WEB based tools' in the same
month, SBC would pay the prices per call specified in the
(>750K<=1M) column.

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
34

Appendix 1,2(3)
Specifications/Requirements

To be specified on each work order issued hereunder. Executive Orders and
Federal Regulations

Work
under this Agreement may be subject to the provisions of certain Executive
Orders, federal laws, state laws and associated regulations governing
performance of this Agreement including, but not limited to: Executive Order
11246, Executive Order 11625, Executive Order 11701 and Executive Order 12138,
Section 503 of the Rehabilitation Act of 1973, as amended, and the Vietnam Era
Veteran's Readjustment Assistance Act of 1974. To the extent that such Executive
Orders, federal laws, state laws and associated regulations apply to the Work
under this Agreement, and only to that extent, Supplier (also referred to as
"Contractor") agrees to comply with the provisions of all such Executive Orders,
federal laws, state laws and associated regulations, as now in force or as may
be amended in the future, including, but not limited to, the following:

1.

EQUAL
EMPLOYMENT OPPORTUNITY DUTIES AND PROVISIONS OF GOVERNMENT CONTRACTORS

In
accordance with 41 C.F.R. §60-1.4(a), the parties incorporate herein by this
reference the regulations and contract clauses required by that section,
including, but not limited to, Supplier's agreement that it will not
discriminate against any employee or applicant for employment because of race,
color, religion, sex or national origin. Supplier will take affirmative action
to ensure that applicants are employed, and that employees are treated during
employment, without regard to their race, color, religion, sex or national
origin.




2.

AGREEMENTT
OF NON SEGREGATED FACILITIES




In
accordance with 41 C,F.R.§60-1.8, Supplier agrees that it does not and will not
maintain or provide for its employees any facilities segregated on the basis of
race, color, religion, sex or national origin at any of its establishments, and
that it does not, and will not, permit its employees to perform their services
at any location, under its control, where such segregated facilities are
maintained. The term "facilities" as used herein means waiting rooms, work
areas, restaurants and other eating areas, time clocks, rest rooms, washrooms,
locker rooms and other storage or dressing areas, parking lots, drinking
fountains, recreation or entertainment areas, transportation, and housing
facilities provided for employees; provided that separate or single-user
restrooms and necessary dressing or sleeping areas shall be provided to assure
privacy between the sexes.




3.

AGREEMENT
OF AFFIRMATIVE ACTION PROGRAM




Supplier
agrees that it has developed and is maintaining an Affirmative Action. Plan as
required by 41 C.F.R.§60-1..4(b).

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
36

4.

AGREEMENT
OF FILING




Supplier agrees that it will file, per current instructions,
complete and accurate reports on Standard Form 100 (EEO-1), or such other forms
as may be required under 41 C.F.R. §60­1.7(a).




5.

AFFIRMATIVE
ACTION FOR HANDICAPPED PERSONS AND DISABLED VETERANS, VETERANS OF THE VIETNAM
ERA.




In accordance with 41 C.F.R.§60-250,20, and 41 C.F.R.§60-741.20,
the parties incorporate herein by this reference the regulations and contract
clauses required by those provisions to be made a part of government contracts
and subcontracts.




6.

UTILIZATION
OF SMALL, .SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS CONCERNS




As
prescribed in 48 C.F.R., Ch. 1, 19.708(a):




(a)

It
is the policy of the United states that small business concerns, small business
concerns owned and controlled by socially and economically disadvantaged
individuals and small business concerns owned and controlled by women shall have
the maximum practicable opportunity to participate in performing contracts let
by any Federal agency, including contracts and subcontracts for systems,
assemblies, components andrelated services for major systems. It is further the
policy of the United States that its prime contractors establish procedures to
ensure the timely payment amounts due pursuant to the terms of the subcontracts
with small business concerns, small business concerns owned and controlled by
socially and economically disadvantaged individuals and small business concerns
owned and controlled by women.




(b)

Supplier
hereby agrees to. carry out this policy in the awarding of subcontracts to the
fullest extent consistent with efficient contract performance. Supplier further
agrees to cooperate in any studies or surveys as may be conducted by the United
States Small Business Administration or the awarding agency of the United States
as may be necessary to determine the extent of Supplier's compliance with this
clause,




(c)

As
used in this Agreement, the term "small business concern" shall mean a small
business as defined pursuant to Section 3 of the Small Business Act and relevant
regulations promulgated pursuant thereto. The term "small business concern owned
and controlled by socially and economically disadvantaged individuals" shall
mean a small business concern (i) which is at least fifty-one percent (51%)
unconditionally owned by one or more socially and economically disadvantaged
individuals, or, in the case of any publicly owned business, at least fifty-one
percent (51%) of the stock of which is unconditionally owned by one or more
socially and economically disadvantaged individuals; and (ii) whose management
and daily business operations are controlled by one or more such individuals.
This term shall also mean a small business concern that is

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
37

at
least fifty-one percent (51%) unconditionally owned by an economically
disadvantaged Indian tribe or Native Hawaiian Organization, or a publicly owned
business having at least fifty-one percent (51%) of its stock unconditionally
owned by one of these entities which has its management and daily business
controlled by members of an economically disadvantaged Indian tribe or Native
Hawaiian Organization, and which meets the requirements of 13 CRF part 124.
Supplier shall presume that "socially and economically disadvantaged
individual" includes Black Americans, Hispanic Americans, Native Americans,
Asian-Pacific Americans, Subcontinent Asian Americans and other minorities, or
any other individual found to be disadvantaged by the Administration. pursuant
to Section 8(a) of the. Small Business Act. Supplier shall presume that socially
and economically disadvantaged entities also include Indian Tribes and Native
Hawaiian Organizations.




(d)

The
term "small business concern owned and controlled by women" shall mean a small
business concern (i) which is at least fifty-one percent (51%) owned by one or
more women, or, in the case of any publicly owned business, at least fifty-one
percent (51%) of the stock of which is owned by one or more women, and (ii)
whose management and daily business operations are controlled by one or more
women; and.




(e)

Suppliers
acting in grind faith may rely on written represent Irons by their
subcontractors regarding their status as a small business concern a small
business concern owned-and controlled by social and-economically
disadvantaged individuals owned small business concern owned and controlled lay
women

7.
SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUBCONTRACTING
PLAN.

The subcontractor will adopt a plan similar to the plan required by 48 CFR
Ch. 1 at 52.219-9.


38

Appendix 3.35




Work Order/Statement of Services




1.

Description
of Services and Deliverables:

Services
performed shall include but not be limited to:

2.

Personnel
to Perform the Services:

The
personnel to perform such Services include:

3.

Location
of Services:

Location
of Services shall be at the following location:

4.

Prices

[State
the applicable price or reference the Appendix which states the applicable
price:




5.

Payment

           Payment
for all Services shall be at the rate of

b.

Invoices/Billing.
Information:.

Invoices
and billing information are to be sent:

7.

Project
Manager/Point of Contact:

           The
project, manager and//or point of contact shall be:

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.


39

8. Name of Affiliate(s) Ordering Services 9. Reimbursable Expenses




The
following sets forth the standards to be applied in reimbursing Supplier for the
actual costs. of expenses incurred in the performance of its Services, provided
such reimbursements are authorized in the applicable Order.




1.

Airfare:
SBC will reimburse Supplier for airfare for coach or lower rate, provided such
travel is authorized in advance by SBC. Supplier shall submit to SBC copies of
all used airline tickets.




2.

Ground
Transportation: SBC will reimburse Supplier for travel from the originally
assigned work location (or, if no work location is so assigned, Supplier's
principal place of business) to and from the temporary work location (any
address other than the originally assigned work location) as follows: a) for use
of Supplier's automobile at the mileage rate allowed by the Internal Revenue
Services for business use of an automobile, or b) for reasonable car rental.




3.

Incidental
Transportation Expenses: SBC will reimburse Supplier for incidental
transportation expenses such as bridge tolls and parking fees incurred for
travel to and from. temporary work locations.




4.

Lodging
and Meals: SBC will reimburse Supplier for reasonable lodging and rival expenses
when Supplier is assigned to a temporary work location requiring an overnight
stay or longer, provided such travel is authorized in advance by SBC. Supplier
shall not be entitled to reimbursement for meals purchased for persons other
than Supplier's Personnel assigned to the project.




5,
Telephone: SBC will reimburse Supplier for long distance and toll telephone
calls placed by Supplier in the. performance of Services.




6. Delivery: SBC will reimburse Supplier for messenger services,
overnight delivery and other express mail type services when such services are
specifically requested by SBC or are reasonably necessary for Supplier's
performance of Services.




Proprietary Information

The information contained in this Agreement is not for use or
disclosure outside SIC, Supplier, their affiliated companies and
their third
party representatives, except under written. Agreement by the contracting
Parties.
40

Agreement
Number 02024517 7. Entertainment: SBC will not reimburse Supplier for
entertainment expenses.

IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
duly authorized representatives:

Supplier's
Name -- sample only

SBC
SERVICES, INC. -- sample only

By:

 By.




Printed
Name:

 Printed
Name:




Title:

 Title:




Date:

 Date:

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
41

Appendix 4.9




FORM OF SOFTWARE ESCROW AGREEMENT

THIS
ESCROW AGREEMENT, effective

,
200_, (the "Escrow Agreement")

is among SBC Services, Inc. ("SBC"), ("Supplier") and ("Escrow
Agent")







Pursuant
to that certain

("the
Agreement"), the parties agree as follows:

1.

Supplier
agrees to keep current copies of the source code and other materials for the
Supplier Licensed Software ("Deposit Materials") described in Attachment 1,
attached hereto and made a part hereof, (herein referred to as the "Software")
in escrow with Escrow Agent during the license term of such Software in
accordance with the provisions of the Agreement and this Escrow Agreement.




2.

SBC
and Supplier shall share equally all costs of providing and maintaining the
Deposit Materials in escrow, including the fees of Escrow Agent. The copy of the
Deposit Materials provided to SBC placed in escrow shall be reproduced and
maintained on magnetic tape compatible with workstations and the Systems. on
which the Software will operate and shall be accompanied by full documentation
therefore. When a new release or substantial change to the current release of
the Software is issued by or on behalf of Supplier during the term of the Escrow
Agreement, the revised Deposit Materials, including the change, shall be
delivered to the Escrow Agent as soon as practicable after the change is
effected by or on behalf of Supplier. Copies of the revised Deposit Materials
and the Deposit Materials prior to the then latest revision, shall be maintained
in escrow as provided herein.




3.

Escrow
Agent shall release the Deposit Materials to SBC under the following conditions
(a "Release Condition"):

3.
a.

Supplier's
failure to cure a Material breach under and within the timeframes specified in
the Agreement, or applicable Order; or




4.

b.

Except
as limited below, existence of any one or more of the following circumstances,
uncorrected for more than sixty (60) days: entry of an order for relief under
Title 11 of the Federal Bankruptcy Code; the making by Supplier of a general
assignment for the benefit of creditors; the appointment of a general receiver
or trustee in bankruptcy of Supplier's business or property; or action by
Supplier under any state insolvency or similar law for the purpose of its
bankruptcy, reorganization, or liquidation. Notwithstanding the foregoing, the
occurrence of the described events will not trigger release of the Deposit
Materials if, within the specified sixty (60) day period, Supplier

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their affiliated companies and
their third party
representatives, except under written Agreement by the contracting
Parties.
42

provides
to SBC adequate assurances, reasonably acceptable to SBC, of its continued
ability and willingness to fulfill all of its maintenance and support
obligations.




5.

If
SBC believes in good faith that a Release Condition has occurred, SBC may
provide to Escrow Agent written notice of the occurrence of the Release
Condition and a request for the release of the Deposit Materials ("Request for
Release"). Such Request for Release shall be accompanied by an affidavit (the
'Affidavit") signed by SBC attesting:




6.

1.
To a full description of the Release Condition; and




7.

2.
That the Deposit Materials shall continue to be the. sole property of Supplier
and shall be subject. to the confidentiality provisions of the Agreement;
and




S,
3. That the Deposit Materials shall be used solely for SBC's support and
maintenance, modification or correction of the Supplier Licensed Software
licensed by Supplier to SBC, including the creation of derivative works in order
to provide SBC the benefits intended under the Agreement or Order (but not for
purposes of sublicensing); and




9.

4.
That a copy of the Request for Release and said Affidavit have been provided to
Supplier.




10.

 Within
three (3) business days of receipt of a Request for Release, Escrow Agent shall
provide a copy of the Request for Release and the Affidavit to Supplier, by
certified mail, return receipt requested, or by commercial express mail,




11.

From
the date Escrow Agent mails the notice requesting release of the Deposit
Materials, Supplier shall have ten (10) business days to deliver to Escrow Agent
contrary instructions. "Contrary Instructions" shall mean the written
representation by Supplier that a Release Condition has not occurred or has been
cured. Upon receipt of Contrary Instructions, Escrow Agent shall send a copy to
SBC by certified mail, return receipt requested, or by commercial express mail.
Additionally, Escrow Agent shall notify both SBC and Supplier that there is a
dispute to be resolved pursuant to the Dispute Resolution Section of the
Agreement (Section J. Escrow Agent will continue to store the Deposit Materials
without release pending the first to occur of (a) joint instructions from
Supplier and SBC; (b) resolution pursuant to the Dispute Resolution provisions;
or (c) order of a court.




12.

If
Escrow Agent does not receive Contrary Instructions from Supplier, Escrow Agent
is authorized to release the Deposit Materials to SBC

4.

Escrow
Agent shall be responsible to perform its obligations under this Agreement and
to act in a reasonable and prudent. manner with regard to this Escrow Agreement.
Provided Escrow Agent has acted in the manner stated in the preceding sentence,
the party on whose behalf, or pursuant to whose direction Escrow Agent acts,
shall indemnify, defend and hold harmless

Proprietary Information
The information contained in this
Agreement is not for use or disclosure outside SBC, Supplier, their affiliated
companies and
their third party representatives, except under written
Agreement by the contracting Parties.
43

Escrow
Agent from any and all claims, actions, damages, arbitration fees and expenses,
costs, attorney's fees and other liabilities incurred by Escrow Agent relating
in any way to this Escrow Agreement. Absent any such direction, Supplier and SBC
shall jointly and severally indemnify and hold harmless Escrow Agent from any
and all claims, actions, damages, arbitration fees and expenses, costs,
attorney's fees and other liabilities incurred by Escrow Agent relating in any
way to this Escrow Agreement, except for any Liability, costs or expenses that
may be sustained or incurred by the gross negligence or willful misconduct on
the part of Escrow Agent, its employees or agents.

5.

Any
dispute relating to or arising from this Escrow Agreement shall be resoled by
arbitration under the Commercial Rules of the American Arbitration Association
as provided in Section of the Agreement. Any court having jurisdiction over the
matter may enter judgment on the award of the arbitrator(s). Service of a
petition to confirm the arbitration award may be made by First Class mail or by
commercial express mail, to the attorney for the party or, if unrepresented, to
the party at the last known business address,.

6.

In
the event of the nonpayment of fees owed to Escrow Agent, Escrow Agent shall
provide written notice of delinquency to the parties to this Agreement affected
by such delinquency. Any such party shall have the right to make the payment to
Escrow Agent to cure the default. If the past due payment is not received. in
full by Escrow Agent within one (1) month of the date of such notice, then at
any time thereafter Escrow Agent shall have the right to terminate this
Agreement to the extent it relates to the delinquent party by sending written
notice of termination to such affected parties. Escrow Agent shall have no
obligation to take any action under this Agreement so long as any payment due to
Escrow Agent remains unpaid.

7.

Upon
termination of this Agreement by joint instruction of Supplier and SBC, Escrow
Agent shall destroy, return, or otherwise deliver the Deposit Materials in
accordance with such instructions. Upon termination for nonpayment, Escrow Agent
may, at its sole discretion, destroy the Deposit Materials or return them to
Supplier. Escrow Agent shall have no obligation to return or destroy the Deposit
Materials lithe Deposit Materials are subject to another escrow agreement with
Escrow Agent.

8.

All
notices, invoices, payments, deposits and other documents and communications
shall be given to the parties at the address specified in Section _ of the
Agreement. It shall be the responsibility of the parties to notify each other as
provided in this Section in the even of a change of address.. The parties shall
have the right to rely on the last known address of the other parties. Unless
other wise provided in this Agreement, all documents and communications may be
delivered by First Class mail.

IN
WITNESS WHEREOF, the foregoing Agreement has been executed by authorized
representatives of the parties hereto, in duplicate, as of the date first set
forth above.

[Insert
Supplier Name]

SBC
Services, Inc.







By:________________________________
     By:_____________________________

 

Proprietary
Information

The information contained in this Agreement is not for use or
disclosure outside SBC, Supplier, their affiliated: companies and
their third
party representatives, except under written Agreement by the contracting
Parties.
44

Print
Name

Print
Name

Title

Date
Signed:




[Insert
Escrow.Agent Name

 By:

Print
Name

Title:

Date
Signed:

Proprietary Information

The information contained in this Agreement is not for use or
disclosure outside SBC, Supplier, their affiliated companies and
their third
party representatives, except under written Agreement by the contracting
Parties.
45

AMENDMENT NO.02
AGREEMENT NO. 02024517







This
Amendment, effective on the date when signed by the last Party ("Effective
Date"), and amending Agreement No.. 02024517, is. by and between Calibrus Inc.,
a Nevada corporation ("Supplier") and AT&T Services Inc.,. a Delaware
corporation ("AT&T"), each of which may be referred to in the singular as
"Party" or in the plural as "Parties,"




WITNESSETH




WHEREAS,
Supplier and AT&T entered into Agreement No. 02024517, on September 12,
2002, (the "Agreement"); and




WHEREAS,
Supplier and AT&T desire to amend the Agreement as hereinafter set
forth.




Now,
THEREFORE, in. consideration of the premises and the covenants hereinafter
contained, the Parties hereto agree as follows:




1.

Section
3.33 Term of Agreement Letter a. is hereby changed to read:




This
Agreement is effective on the date the last Party signs and, unless Terminated
or Canceled as provided in this Agreement, shall remain in effect for a term
ending on July 4, 2007. The Parties may extend the term of this Agreement by
mutual agreement in writing.




2.

Appendix
1.2 (2) Prices is .hereby changed to read:




Supplier
shall provide the Services, including any applicable deliverables, for the
following prices: A.

					
	
Monthly
Call Volume (note 1)
	
>
0
	
>250,000
	
>
500,000
	
>
750,000

	
<=
250,000
	
<=
500,000
	
<=
750,000
	
<= 1,000,000

	
Group
1 calls (note 2)

1
minute 30 seconds
	
$0.96
	
$0.94
	
$0.91
	
  $0.88.

	
1
minute 40 seconds
	
 $1.05
	
 $1..03
	
 $1.0.1
	
  $0.98.

	
1
minute 50 seconds
	
 $1.15
	
 $1..12
	
$1.09
	
 $1.07

	
2
minutes
	
 $1.17
	
 $1.17
	
 $1.1.5
	
  $1.12.

	
Group
2 calls (note 3)

1
minute 30 seconds
	
$0.99
	
$0.97
	
$0.94
	
$0.91

	
1
minute 40 seconds
	
$1.08
	
$1.06
	
$1.04
	
$1.01

	
1
minute 50 seconds
	
$1.18
	
$1.15
	
 $1.12
	
$1.10

	
2
minutes
	
$1.20
	
$1.20
	
$1.18
	
$1.15

	
Non-English
Non-Spanish calls (note 4)
	
 
	
 
	
 
	
 



Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
AT&T, Supplier, their Affiliates and their third party
representatives,
except under written Agreement by the contracting Parties.

					
	
 
	
 
	
 
	
Amendment
02

Agreement
02024517

	
1
minute 30 seconds
	
$1.52
	
$1.60
	
$1.57
	
$1.55

	
1
minute 40 seconds
	
$1.74
	
$1.72
	
$1.69
	
$1.67

	
1
minute 50 seconds
	
$1.86
	
$1.84
	
$1.81
	
$1.79

	
2
minutes
	
   $1.98
	
$1.96
	
$1.93
	
$1.90

	
Conference
Call Back Calls (note 5)
	
$0.58
per minute live operator transfer time plus $0.068 per minute for the
entire conference time for all call volumes.

	
All
other calls (note 6)
	
.



1)
Monthly Call Volume Is determined by the sum of all calls in all categories and
calls from other Calibrus clients that use the same process as AT&T.




2)
Group 1 are live Operator calls in English and Spanish on behalf of AT&T,
AT&T Affiliates and Suppliers except LD Direct group 2 calls,




3)
Group 2 are live Operator calls in English and Spanish on behalf of AT&T LD
Direct, AT&T LD  Direct Affiliates and Suppliers.

4)
Non-English Non-Spanish calls are calls in Cantonese, Mandarin, Korean,
Japanese, Tagalong, Vietnamese, and Polish on behalf of AT&T, AT&T LD
Direct and their Affiliates and Suppliers.

5)
Conference Call Back calls are calls where the customer is transferred back-
to.AT&T, AT&T LD Direct, or their Affiliates. and Suppliers.




6)

The
pricing of all other calls will be defined in specific. work orders. Extended
length. live, operator calls that do not involve special long distance,
language, or infrastructure costs will be priced according to table B. Live
operator calls involving extra long distance, language, or other special cost
will be priced in a special work order.







						
	
B.
Extended Length Calls

Length
of Call (minutes)
	
1.5
	
1.6
	
1.7
	
1.8
	
1.9

	
"
Monthly Calls
	
Price
Per Call
	
Price
Per Call
	
Price
Per Call
	
Price
Per Call
	
Price Per Call

	
0-250,000
	
$0.93
	
$0.99
	
$1.05
	
$1.10
	
$1.16

	
250001-500000
	
$0.90
	
$0.97
	
$1.03
	
$1.08
	
$1.14

	
500001-750000
	
$0.88
	
$0.93
	
$0.99
	
$1.04
	
$1.10

	
Over
750000
	
$0.86
	
$0.92
	
$0.97
	
$1.03
	
$1.08

	
Length
of Call (minutes)
	
2
	
2.1
	
2.2
	
2.3
	
2.4

	
0.250,000
	
$1.21
	
$1.27
	
$1.32
	
$1.38
	
$1.44

	
250001-500000
	
$1.19
	
$1.25
	
$1.30
	
$1.36
	
$1.42

	
500001-750000
	
$1.15
	
$1,21
	
$1.26
	
$1.32
	
$1.38









Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
AT&T, Supplier, their Affiliates and their third party
representatives,
except under written Agreement by the contracting Parties.







						
	
 
	
 
	
 
	
 
	
Amendment
02

Agreement.
02024517

	
Over
750000
	
$1.14
	
$1.19
	
$1.25
	
$1.31
	
$1-.36

	
Length
of Call (minutes)
	
2.5
	
2.6
	
2.7
	
2.8
	
2.9

	
0-250,000
	
$1.49
	
$1.55
	
$1.60
	
$1.66
	
$1.71

	
250001-500000
	
$I.47
	
$1.53
	
$1.58
	
$1.64
	
$1.69

	
500001-750000
	
$1.43
	
$1.49
	
$1.54
	
$1.60
	
$1.65

	
Over
750000
	
   $1.42
	
   $1
$1.47
	
$1.53
	
$1.58
	
$1.64

	
Length
of Call. (minutes)
	
3
	
3,1
	
3.2
	
3.3
	
3.4

	
0-250,000
	
$1.77
	
$1.82
	
$1.88
	
$1.94
	
$1$1.99

	
250001-500000
	
$1.75
	
$1.80
	
$1.86
	
$1,92
	
$1.97

	
500001-750000
	
$1.71
	
$1.76.
	
$1.82
	
$1.88
	
$1.93

	
Over
750000
	
$1.70
	
$1.75
	
$1.81
	
$1.86
	
$1.92

	
Length
of Call (minutes)
	
3.5
	
3.6
	
3.7
	
3.8
	
3.9

	
0-250,000
	
   $2.05
	
$2.10
	
$2.16
	
$221
	
$2.27

	
250001-500000
	
$2:03
	
$2.08
	
$2.14
	
$2.19
	
$2.25

	
500001-750000
	
   $1.99
	
$2.04
	
$2.10
	
$2.15
	
$2.21

	
Over
750000
	
   $1.97
	
$2.03
	
$2.09
	
$2,14
	
$2.20

	
Length
of Call (minutes)
	
4
	
4..1
	
4.2.
	
4.3
	
4.4

	
0-250,000
	
$2.33
	
$2.38
	
$2.44
	
$2.49
	
$2.55

	
250001-500000
	
$2.31
	
$2.36
	
$2.42
	
$2.47
	
$2.53

	
500001-750000
	
$2.27
	
$2.32
	
$2.38
	
$2.43
	
$2.49

	
Over
750000
	
$2.25
	
$2.31
	
$2.36
	
$2.42
	
$2.47

	
Length
of Call (minutes)
	
4:5
	
4,6
	
4.7
	
4.8
	
4.9

	
0-250,000
	
$2.60
	
$2.66
	
$2.71
	
$2.77
	
$2.83

	
250001-500000
	
$2.58
	
$2;64
	
$2.69
	
$2.75
	
$2.81

	
500001-750000
	
$2.54
	
$2.60
	
$2.65
	
$2.71
	
$2.77

	
Over
750000
	
$2.53
	
$2.59
	
$2.64
	
$2.70
	
$2.75

	
Length
of Call (minutes)
	
5.0
	
5.1
	
5.2
	
5.3
	
5.4

	
0-250,000
	
   $2.88
	
  $2$2.94
	
$2.99
	
$3.05
	
$3.10

	
250001-500000
	
$2:86
	
$2.92
	
$2.97
	
$3,03
	
$3.08

	
500001-750000
	
   $2.82
	
$2.88
	
$2.93
	
$2.99
	
$3$2.04

	
Over
750000
	
   $2.81
	
$2.86
	
$2.92
	
$2.98
	
$3.03

	
Length
of Call (minutes)
	
5.4
	
5.5
	
5.6
	
5.7
	
5.8

	
0-250,000
	
$3.16
	
$3.22
	
$3.27
	
$3.33
	
$3.38

	
250001-500000
	
$3.14
	
$3.20
	
$3.25
	
$3.31
	
$3.36

	
500001-750000
	
$3.10
	
$3.16
	
$3.21
	
$3.27
	
$3.32

	
Over
750000
	
$3.09
	
$3.14
	
$3.20
	
$3.25
	
83.31.

	
Length
of Call (minutes)
	
5.9
	
6.0
	
6.1
	
6.2
	
6.3

	
0-250,000
	
   $3.44
	
  $3
$3.49
	
$3.55
	
$3.60
	
$3$3.66

	
250001-500000
	
$3:42
	
$3.47
	
$3$
3.53
	
$3.58
	
$3.64

	
500001-750000
	
   $3.38
	
$3.43
	
$3.49
	
$3.54
	
$3.60

	
Over
750000
	
   $3.36
	
$3.42
	
$3.48
	
$3.53
	
$3.59



Proprietary Information
The
information contained in this Agreements not for use or disclosure outside
AT&T, Supplier, their Affiliates and their third party
representatives,
except under written Agreement by the contracting Parties.

						
	
 
	
 
	
 
	
 
	
Amendment 02

Agreement 02024517

	
Length.
of Call (minutes)
	
6.4
	
6,5
	
6.6
	
6.7
	
6.8

	
0-250,000
	
$3.72
	
$3.77
	
$3.83
	
$3.88
	
$3.94

	
250001.500000
	
$3.70
	
$3.75
	
$3.81
	
$3.86
	
$3.92

	
500001-750000
	
$3.66
	
$3.71
	
$3.77
	
$3.82
	
$3.88

	
Over
750000
	
$3.64
	
$3.70
	
$3.75
	
$3.81
	
$3.87



3.

Appendix
1.2 (3) Specifications/Requirements is hereby changed to include:




Supplier
will, achieve an Average Seconds to Answer ("ASA") of five (5) seconds measured
on a monthly basis. If Supplier does not meet the ASA for the given month
AT&T will receive a one percent (1%) credit towards that month's invoice.
For each subsequent month that the ASA is not met AT&T will receive an
additional one percent (1%) credit on that month's invoice, The total monthly
credit shall not exceed twelve percent (12%) at any time. The monthly credit
will reset back to zero (0) when the ASA is met for any given month.




Upon
written notice to AT&T, Supplier may stop handling calls from third parties
to AT&T under this Agreement if the third party in question has not paid all
applicable charges due to Supplier within ninety (90) days of the date of
invoice,




The terms and
conditions of Agreement No. 02024517 in all other respects remain .unmodified
and in full force and effect.




IN WITNESS WHEREOF, the Parties have caused this Amendment to
Agreement No. 02024517 to be executed, which may be in duplicate counterparts,
each of which will be deemed to be an original instrument, as of the-date-the
last Party signs.




Calibrus
Inc.

AT&T
Services Inc.




By:
/s/ Thomas Hofer

By:
 /s/ Todd Weiss

    

Printed
Name:  Tomas Hofer

Printed
Name: Todd Weiss

Title:
 Managing Director

Title:
 Sr. Contract Manager

Date:
 07/17/06

Date:
 7-21-06  




Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
AT&T Supplier, their Affiliates and their third party
representatives,
except under written Agreement by the contracting Parties.




AMENDMENT NO.02
AGREEMENT NO. 02024517







This
Amendment, effective on the date when signed by the last Party ("Effective
Date"), and amending Agreement No. 02024517, is by and between Calibrus Inc., a
Nevada corporation ("Supplier") and SBC Services Inc., a Delaware corporation
("SBC"), each of which may be referred to in the singular as "Party" or in the
plural as "Parties,"




WITNESSETH




WHEREAS,
Supplier and SBC entered into Agreement: No..02024517, on September.
12, 2002, (the. "Agreement"); and.




WHEREAS,
Supplier and SBC desire to amend the Agreement as hereinafter set forth.




Now,
THEREFORE, in consideration of the premises and the covenants hereinafter
contained, the Parties hereto agree as follows:




1.

Section
2.13 "Order" is hereby changed to read:




"Order"
means such purchase orders, work orders, forms, memoranda or other written
communications as may be delivered to Supplier in the form set forth in Appendix
3,35 for the purpose of ordering Services hereunder.




2.

Section
3.2 Amendment and Waivers is hereby changed to read:




This
Agreement and any Orders placed hereunder may be amended or modified only
through a subsequent written document signed by the Parties; provided that SBC
may, at any time, make changes to the scope of Work through an amended or new
Order accepted by Supplier. Supplier shall not unreasonably withhold consent on
such issues. An equitable adjustment shall be made if such change substantially
affects the time of performance or the cost of the Work to be performed under
this Agreement. Such cost adjustment shall be made on the basis of the actual
cost of the Work, unless otherwise agreed in writing. No course of dealing or
failure of either Party to strictly enforce any term, right or condition of this
Agreement shall be construed as a general waiver or relinquishment of such term,
right or condition. A waiver by either Party of any default shall not be deemed
a waiver of any other default.




3.

Section
3.3- Assignment is hereby changed to read:




Neither
Party may assign, delegate, subcontract or otherwise transfer its rights or
obligations under this Agreement, except with the prior written consent of the
other Party; provided, however, that SBC will have the right to assign this
Agreement to any Affiliate without securing the consent of Supplier provided
that such Affiliate assume all obligations of SBC under this Agreement..
Both

 

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their Affiliates and their third party
representatives, except
under written Agreement by the contracting Parties.

Amendment
02 Agreement 02024517

Parties
may assign their respective rights to receive money due hereunder. Any attempted
assignment or transfer not consented to in writing, except for an assignment to
receive money due hereunder, will be void. It is expressly agreed that any
assignment of money will be void if (i) the assignor fails to give the
non-assigning Party at least thirty (30) days prior written notice, or (ii) the
assignment imposes or attempts to impose upon the non-assigning Party additional
costs or obligations in addition to the payment of such money, or (iii) the
assignment attempts to preclude SBC from dealing solely and directly with
Supplier in all matters pertaining to this Agreement, or (iv) the assignment
denies, alters or attempts to alter any of the non-assigning Party's rights
hereunder,




4.

Section
3.4 Cancellation and Termination Letter a. Number 2. hall now read:




If
Supplier is the party in default, SBC may Cancel any Orders which may be
affected by Supplier's default without any financial obligation or liability on
the part of SBC whatsoever, except to pay for the value of any Materials and/or
Services retained by SBC. Supplier shall also promptly refund amounts, if any,
previously paid by SBC for such Material and/or Services. Upon removal and
restoration and SBC's receipt of any such reimbursement and refund, title to any
such Materials, which had previously passed to SEC, shall revert to
Supplier.




5.
         Section 3.4
Cancellation and Termination Letter b.. is hereby changed to read:




SBC
may Terminate this Agreement or any Order in whole or in part, at any time, upon
90 days written notice to Supplier. In such event, or if Supplier Cancels this
Agreement or Order as a result of SBC's failure to cure a material
default under section 3.4(a), SBC shall pay Supplier its actual and direct costs
incurred to provide the Materials and Services ordered by SBC but no more than a
percentage of the Services performed or Materials Delivered, less
reimbursements, including salvage or resale value, of Materials or Services
affected. If requested, Supplier agrees to substantiate such costs with proof
satisfactory to SBC. In no event shall SBC's liability exceed the price of any
Materials or Services Ordered hereunder, provided that SBC shall have no
liability for Materials not specially manufactured for SBC pursuant to any Order
which is Terminated at least thirty (30) days prior to the Delivery Date. After
the receipt of SBC's payment for any Services, Supplier shall deliver the
physical embodiments, if any, of such Services. The foregoing statement of SBC's
liability states the entire liability of SBC and Supplier's sole remedy for
SBC's Termination for convenience, or Supplier's Cancellation for material
default,




6.

Section
3.5 Compliance with Laws is hereby changed to read:




Supplier
and SBC shall comply with all applicable federal, state, county, and local
rules, including, without limitation, all statutes, laws, ordinances,
regulations and codes ("Laws"). Supplier's obligation to comply with all Laws
includes the procurement of permits, certificates, approvals, inspections and
licenses, when needed, in the performance of this Agreement. Supplier further
agrees to comply with all applicable Executive and Federal regulations as set
forth in "Executive Orders and Federal Regulations," a copy of which is attached
as Appendix 3.5 and by this reference made a part of this Agreement. Each Party
shall defend, indemnify and hold the other Party harmless

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their Affiliates and their third party
representatives, except
under written Agreement by the contracting Parties.




from
and against any Liability that may be sustained by reason of the other Party's
failure to comply with this Section.




7.

Section
3.9 Delivery , Performance and Acceptance is hereby changed to read:




Services
performed by Supplier shall be deemed to be Accepted by SBC when Services are
performed to SEC's satisfaction. Payments, including progress payments, if any,
shall not be construed as Acceptance of Services performed up to the time of
such payments. SBC shall notify Supplier in writing of any Services it considers
to be unsatisfactory.. Supplies: shall, at no charge to SBC, take prompt action
to correct such unsatisfactory Services. If such unsatisfactory Services have
not been corrected within a reasonable time (not to exceed ten (10) working days
from date of notification), SBC may, in addition to all other rights and
remedies provided by law or this Agreement, Cancel this Agreement and/or any
affected Order.




8.

Section
3.13 Indemnity, Letter a. sentence (iii) is hereby changed to read: SUPPLIER'S
FAILURE TO COMPLY WITH ALL APPLICABLE LAWS, AND




9.

Section
3,13 Indemnity Letter b. is herby changed to read:




IT
IS THE INTENT OF THE PARTIES THAT THIS INDEMNITY APPLY REGARDLESS OF WHETHER OR
NOT SUCH-LIABILITY WAS CAUSED IN PART BY SBC'S-OWN NEGLIGENCE OR.
THAT OF THE OTHER PARTIES INDEMNIFIED UNDER THIS SECTION,. EXCLUDING ONLY
ANY.LIABILITY ARISING FROM THE NEGLIGENCE OF SBC AND EXCLUDING ANY SBC LIABILITY
ARISING FROM ANY ORDER DEFINITION OR SCRIPTING RELATING TO THE TPV.PROCESS.
THIS: INDEMNITY SHALL. SURVIVE THE DELIVERY, INSPECTION AND.ACCEPTANCE OF THE
MATERIAL OR SERVICES.




10.

Section
3.13 Indemnity add the following language:




g.

EXCEPT
FOR TFTE THIRD PARTY LIABILITY AND CONFIDENTIALITY PROVISIONS SET FORTH
HEREIN, IN NO. EVENT WILL A PARTY'S LIABILITY FOR INDEMNIFICATION UNDER THIS
AGREEMENT EXCEED THE AMOUNTS SUCH PARTY HAS BEEN PAID UNDER THIS AGREEMENT..

h.

EXCEPT
FOR THE THIRD PARTY LIABILITY PROVISIONS SET FORTH HEREIN, IN NO EVENT MAY A
PARTY MAKE A CLAIM FOR INDEMNIFICATION UNDER THIS. AGREEMENT' AFTER THE SECOND
ANNIVERSARY OF THE TERMINATION OF THIS AGREEMENT.




11.

Section
3.14. Information Letter a Number 1. is hereby changed to read:




Any
Information furnished to Supplier in connection with this Agreement, including
Information provided under a separate Non-Disclosure prior to executing this
Agreement, shall remain SEC's property. Unless such Information was previously
known to Supplier free of any obligation to keep it confidential, or has been or
is subsequently made public by SBC or a third. party, without violating

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
S.BC, supplier, their Affiliates and their third party
representatives,
except. under written Agreement by the contracting Parties.

Amendment
02 Agreement 02024517

a
confidentiality obligation, it shall be kept confidential by Supplier, shall be
used only in performing under this Agreement, and may not. be used for other
purposes, except as may be agreed upon between Supplier and SBC in writing.
Supplier is granted no rights or license to such Information other than to use
such information in accordance with this agreement. All copies of such
Information, in written, graphic or other tangible form, shall be returned to
SBC upon the earlier of (i) SEC's request or (ii) upon Termination,
Cancellation, or expiration of this Agreement. All copies of such Information in
intangible form, such as electronic records, including electronic mail, shall be
destroyed upon the earlier of (i) SBC's request or (ii) upon Termination,
Cancellation, or expiration of this Agreement, and Supplier shall certify to SBC
the destruction of all intangible copies of such Information.




12.

Section
3.14 Information Letter b.. is hereby changed to read:




Any
Information furnished to SBC under this Agreement by Supplier shall remain
Supplier's property. No Information furnished by Supplier to SBC in connection
with this Agreement shall be considered to be confidential or proprietary unless
it is conspicuously marked as. such. If Supplier provides SBC with any
proprietary or confidential Information, which is conspicuously marked, SBC
shall use the same degree of care to prevent its disclosure to others as SBC
uses with respect to its own proprietary or confidential Information.
Notwithstanding the preceding sentences, no installation, operation, repair, or
maintenance Information of Supplier that pertain to the Material and Services
that are the subject of this Agreement shall be considered to be proprietary or
confidential, and SBC may disclose such Information to others for the purpose of
installing, operating, repairing, replacing, removing and maintaining the
Material for which it was initially furnished except as defined in section 4.9
source code. Upon the request of Supplier, SBC will promptly surrender all
confidential Information of Supplier and all copies of the same to Supplier,







13.

Section
3.17 Invoicing and Payment letter e. is hereby changed to read:




Supplier agrees to accept standard, commercial methods of payment
and evidence of payment obligation including, but not limited to, SBC's purchase
orders and electronic fund transfers in connection with the purchase of the
Material, and Services.




14.

Section.
3.19 Limitation of Liability is herby changed to read:




Neither
Party will be liable for consequential, incidental, special or punitive damages,
or for loss of revenue or profit in connection with the performance or failure
to perform this Agreement, regardless of whether such Liability arises from
breach of contract, tort or any other theory of Liability.




15.

Section
3,23 MBEIWBEIDVBE Cancellation Clause Letters a. and b. are changed to read:

Supplier
agrees that falsification or misrepresentation of, or failure to report a
disqualifying change in, the MBE/WBE/DVBE status of Supplier or any
subcontractor utilized by Supplier, or Supplier's failure to comply in good
faith with any MBE/WBE/DVBE utilization goals established by Supplier, or
Supplier's failure to cooperate in any investigation conducted by




Proprietary Information
The
information contained in this Agreement is not. for use or disclosure outside
SBC, Supplier, their Affiliates and their third party
representatives, except
under written Agreement by the contracting Parties.

Amendment
02 Agreement 02024517

SBC,
or by SBC's agent, to determine Supplier's compliance with this section, will
constitute a material breach of this Agreement. In the event of any such breach,
SBC may, at its option, cancel ("Cancel") this Agreement upon thirty (30) days
notice. Supplier acknowledges and agrees that SBC's right to Cancel is absolute
and unconditional, and.' SBC shall not be. subject to Liability, nor shall
Supplier have any right to suit for damages as a result of such Cancellation. In
the event of such. cancellation, SBC shall pay Supplier in accordance with the
terms of Section 3.4.




b.

For
purchases under this Agreement by Pacific Bell, Pacific Bell Directory, Pacific
Bell Mobile Services, Pacific Bell Information Services, Pacific Bell
Communications, and any other entity operating principally in California
(collectively "California Affiliates"), Minority and Women Business Enterprises
(MBEs/WBEs) are defined as businesses which satisfy the requirements of
paragraph d. below and are certified as MBEs/WBEs by the California Public
Utilities Commission Clearinghouse ("CPUC-certified") or are certified as
MBEs/WBEs by a certifying agency recognized by SBC.

16

Section
'3-,.25-Notices. the SBC contact is hereby changed to :.




SBC
Services Inc.

2000
Ameritech Center Dr Loc 3A35A

Hoffman
Estates, IL 60196

Attn.:
Todd Weiss Phone: (847) 248-5854

Facsimile:
(847) 248-3725







17.

Section
3.26 Price Letter a, is hereby changed to read:




Services
shall be furnished by Supplier in accordance with the prices set forth in .
Appendix 1.2(2), attached hereto and made a part hereof, or pursuant to firm
prices which are quoted by Supplier for such Services, whichever price is lower.
The prices for all Services in individual Orders are subject to change only in
accordance with this Agreement, which changes must be in writing and signed by
both Parties. If Supplier at any time makes a general price decrease, Supplier
shall promptly notify SBC in writing and extend such decrease to SBC effective
on the date of such general price decrease. The prices in Appendix 1.2(2) are
not subject to increase during the Term of this Agreement,




18.

Section
3.27 Publicity is hereby changed to read:

Supplier
shall not use SBC's or its Affiliates' names or any language, pictures,
trademarks, service marks or symbols which could, in SBC's judgment, imply SEC's
or its Affiliates' identity or endorsement by S.BC, its Affiliates or any of its
employees in any (i) written, electronic or oral advertising or presentation or
(ii) brochure, newsletter, book, electronic database or other written matter of
whatever nature, without SBC's prior written consent (hereafter the terms in
subsections (i) and (ii) of this Section shall be collectively referred to as
"Publicity Matters"). Supplier will submit

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SEC, Supplier, their Affiliates and their third party
representatives, except
under written Agreement by the contracting Parties.

Amendment
02 Agreement 02024517

to
SBC for written approval, prior to publication, all Publicity Matters that
mention or display SBC's or its Affiliates' names, trademarks or service marks,
or that contain any symbols, pictures or language from which a connection to
said names or marks may be inferred or implied. Supplier shall be permitted to
show this Agreement or disclose the contents of this Agreement to third parties
in connection with lines of credit and debt or equity financings upon written
approval by SBC.




19.

Section
3.28 Quality Assurance is herby changed to read:




Supplier
shall maintain and follow the quality assurance plan set forth below. The plan
shall: 1.

Identify
personnel that perform the quality activities




2.

Identify
the team responsible for quality performance




3.

Clearly
identify known and suspected error sources identified by the supplier and/or
SBC.




4.

Define
the format of a weekly quality report that will be sent to SBC. The report will
as a minimum contain:




The
number of verifications monitored for each category of known and suspected
errors.




The
number of quality problems found

iii.)

Actions
taken to maintain or improve quality




5..

Identify
SBC personnel that will receive the weekly quality report.

b.

If
SBC. reasonably determines that Supplier has issues relating to the quality of
its Services under this Agreement, SBC, at Supplier's expense, may
require improvement initiatives requiring the intervention of a third party
quality consultant for the purpose of auditing, tracking and reporting
performance and Material conformance with stated requirements. Both parties will
mutually agree upon which third party quality consultant will be selected.
Periodically as agreed, status of activities and initiatives shall be submitted
to both parties for review. Unresolved issues will be documented and reported
within both companies to the appropriate level of management responsible to
resolve the issue.




1.

When
source inspection is required, Supplier further agrees that it will, at SBC's
request




2.

Provide
SBC or SBC's agent, at no charge, access to Supplier's premises, test equipment,
facilities, data and specifications. Supplier will also provide personnel to
assist and sufficient working space to enable SBC or SBC's agent to perform said
source inspection and/or process surveillance and/or a review of Supplier's
quality program at Supplier's facilities.

 

Proprietary Information
The
information contained in this. Agreement is not for use or disclosure-outside
"SBC, Supplier, their Affiliates and their third party
representatives,
except under written Agreement by the contracting Parties..

 

c.

Both
parties hereby agree to participate in the Supplier Performance Program
(hereinafter "Program") described below. The Program is a program to assist
Supplier in self-identifying areas of deficiency that may develop in Supplier's
performance as it relates to fulfilling its obligations under this agreement.
Participation in or use of, the Program does not negate or diminish Supplier's
responsibilities as it relates to its requirements to perform its obligation as
defined elsewhere in this agreement nor does it negate diminish or waive SBC's
rights or remedies as defined elsewhere in this agreement. If there is a
conflict between the Program and other sections of this agreement the other
sections of the agreement shall control.

Supplier
hereby agrees to:




(i)

Monitor its performance relative to certain measurable performance
indices such as product performance, service performance, and on time delivery.
Performance measurements collected for the purposes of the Program (hereinafter
"Data") will be defined by SBC and communicated to Supplier from time to
time.




(ii)

Collect
and report to SBC the Data relating to Supplier's performance. The Data is to be
entered by Supplier in SBC's Supplier Website in a format that is designated by
SBC. Data will be collected and reported periodically.

(iii)

Conduct
a self-evaluation of its performance based on the analysis of the Data reported.
In those areas where Supplier's performance deviates from SBC's identified
acceptable performance levels, Supplier shall develop and submit specific
performance improvement plans to SBC detailing Supplier plans to correct such
deficiencies:




(iv)

Cooperate
fully with SBC's supplier performance management team to coordinate Supplier's
activities as they relate to the Program. This includes but is not limited to
participation in planning meetings, audits, feedback sessions, and issue
resolution.




2.

SBC
hereby agrees to:




(i)

Define
the Data requirements that Supplier will monitor and report.




"(ii)

Provide
Supplier with access to SBC's supplier website for the purposes of entering
Supplier's data.




(iii)
Generate Performance Reports summarizing the Data and provide Supplier with
periodic feedback evaluating of its performance. SBC's supplier performance
management team will assist Supplier in resolving any internal SBC issues that
may impact Supplier's performance.




d.

Nothing
contained in this Section, "Quality Assurance," will diminish Supplier's
obligation to deliver defect-free Material in conformance to Supplier's
warranty

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their Affiliates and their third party
representatives, except
under written Agreement by the contracting Parties,

 

obligations
under this agreement. SBC's purchase or license of any Material hereunder is
subject to SBC's inspection and acceptance after delivery thereof.

20.

Section
3.33 Term of Agreement Letter a. is hereby changed to read:




This
Agreement is effective on the date the last Party signs and, unless Terminated
or Canceled as provided in this Agreement, shall remain in effect for a term.
ending on July 4, 2006. The Parties may extend the term of this Agreement by
mutual agreement in writing.




21.

Section
3.35 Work Orders, .shall now read:

a.

SBC may order Material and Services by submitting Work Orders in
connection with this Agreement. SBC will submit Work Orders that are
substantially in the form of Appendix 3.35




b.

The
terms in this Agreement shall apply to Work Orders submitted in connection with
this Agreement, and preprinted terms on the back of any Order shall not
apply,

22.

Section
4.7 Key Personnel is hereby deleted in. it entirety.




23.

Section
4.& Source, Code Availability 'hereby Changed to read:




Supplier
shall copy all Software, including Documentation, onto a CD quarterly and
deliver the CD to SBC to be used by SBC if Supplier is unable to perform the
Service. SBC will only use the backup copies of Software and Documentation in
the event that Supplier is unable to provide the Service.




24.

Appendix
1.2 (2). Prices is hereby changed to read:

Supplier
shall provide the Services, including any applicable deliverables, for the
following prices: A.

Monthly
Call Volume (note 1)

\.

				
	
>
0

<=
250,000,
	
>
250,000

<=
500,000
	
>
500,000

<.-.4
750,000
	
> 750,000

<= 1,000,000

	
$0.90
	
$0.87
	
$0.85
	
$0.83

	
$0.93
	
$0.90
	
$0.88
	
$0.86

	
$1.59
	
$1.57
	
$1.54
	
$1.52

	
$0.00
	
$0.00
	
$0.00
	
0.00



not
negotiated     not negotiated
       not negotiated    not
negotiated

Conference
Call Back Calls (note 7 )

$0.58
per minute
li                                                         operator
transfer time plus $0.068 per minute for the entire conference time for all call
volumes.




Proprietary Information
Tile
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their Affiliates and their third party
representatives, except
under written Agreement by the contracting Parties.

 

All
other calls: (note 8)

1)
Monthly Call Volume is determined by the sum of all calls in all categories and
calls from other Calibrus clients that use the same process as SBC.

2)
Group 1 are live Operator calls in English and Spanish on behalf of SBC, SBC
Affiliates and Suppliers except LD Direct group 2 calls.

3)
Group 2 are live Operator calls in English and Spanish on behalf of SBC LD
Direct, SBC LD Direct Affiliates and Suppliers.

4)
Non-English Non-Spanish calls are calls in Cantonese, Mandarin,.
Korean,..Japanese, Tagalong,, Vietnamese, and Polish on behalf of SBC, SBC LD
Direct and their Affiliates and Suppliers.

5)
Downtime IVR calls are IVR TPVs that are conducted because the normal operation
of Calibrus' infrastructure is disrupted to the extent that live operator TPVs
could not be conducted.

6)
Discretionary IVR calls would be the use of I.VR When Calibrus infrastructure-
was able to process live operator TPVs..

7)
Conference. Call Back. calls are calls where the customer is. transferred back
to. SBC, SBG LD Direct, or their Affiliates and Suppliers.

8)
The pricing of all. other calls will-be defined in specific work orders.
Extended length live operator calls that. do not involve special. long distance,
language, or infrastructure costs will be priced. according to table,
B. Live operator calls involving extra long distance, language, or other special
cost will be priced in a special­work order.

						
	
B.
Extended Length Calls

Length
of Call (minutes)
	
.

1.5
	



      16
   
	
1.7
	
1.8
	
1..9

	
Monthly
Calls
	
Price
Per Call
	
Price
Per. Call
	
Price
Per Call
	
Price
Per Call
	
Price Per Call

	
0-250,000
	
$0.93
	
$0.99
	
$1.05
	
$1.10:
	
$1.16

	
.250001-500000
	
$0.90
	
$0.97
	
$1.03
	
$1.08
	
 $1.34

	
500001-750000.
	
$0.88
	
$0.93
	
$0.99
	
$1.04
	
 $1.10

	
Over
750000:
	
$0.86
	
$0.92
	
$0.97
	
$1.03
	
 $1.08

	
Length
of Call (minutes)
	
2
	
2,1
	
2.2
	
2.3
	
2.4

	
0-250,000
	
 $1.21
	
$1.27
	
 $1,32
	
$1.38
	
$1.44

	
250001-500000
	
  $1.19
	
$1.25
	
$1.30
	
$1.36
	
$1.42

	
500001-750000
	
      $1.15
	
$1.21
	
  $1:26
	
$1.32
	
$1.38

	
Over
750000
	
$1.14
	
$1.19
	
  $1.25
	
$131
	
$1.36

	
Length
of Call (minutes)
	
2.5
	
2.6
	
2.7
	
2.8
	
2.9



Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SRC, Supplier, their Affiliates and their third party
representatives, except
under written Agreement by the contracting Parties.




						
	
 
	
 
	
 
	
 
	
Amendment
02

Agreement
02024517

	
0-250,000
	
$1.49
	
$1.55
	
$1.60
	
$1.66
	
$1.71

	
250001-500000
	
$1.47
	
$1.53
	
 $1.58
	
$1.64
	
$1.69

	
500001-750000
	
$1.43
	
$1.49
	
$1.54
	
$1.60
	
$1.65

	
Over
750000
	
$1.42
	
$1.47
	
$1.53
	
$1.58
	
$1.64

	
Length
of Call. (minutes)
	
3
	
3.1
	
3.2
	
3.3
	
3.4

	
0-250,000:
	
$1.77
	
$1.82
	
$1.88
	
$1.94
	
$1.99

	
250001-500000
	
$1.75
	
$1.80
	
  $1,86
	
$1.92
	
$1.97

	
500001-750000
	
    $1.71
	
$1.76
	
$1.82
	
$1.88
	
  $1.93

	
Over
750000
	
    $1.70
	
$1.75
	
$1.81
	
$1.86
	
$1.92

	
Length.
of Call (minutes)
	
3.5
	
3.6
	
3,7
	
3.8
	
3.9

	
0-250,000
	
$2:05
	
$2.10
	
$2.16
	
$2.2.1
	
$2.27

	
250001-500000
	
$2.03
	
$2.08
	
$2.14
	
$2.19
	
$2.25

	
500001-750000
	
$1.99
	
$2.04
	
$2.10
	
$2.15
	
$2.21

	
Over
750000
	
$1.97
	
$2.03
	
$2.09
	
$2..14
	
$2.20

	
Length
of Call (minutes)
	
4
	
4.1
	
4.2
	
4.3
	
4.4

	
0-250,000
	
$2.33
	
$2.38
	
$2.44
	
$2.49
	
$2.55

	
250001-500000
	
$2:31
	
$2.36
	
$2.42
	
$2.47
	
$2.53

	
500001-750000
	
$2.27
	
$2.32
	
$2.38
	
$2.43
	
$2.49

	
Over
750000
	
$2.25
	
$2.31
	
$2.36
	
$2.42
	
$2.47

	
Length
of Call (minutes)
	
4.5
	
4.6
	
4.7
	
4.8
	
4.9

	
0.250,000
	
$2.60
	
$2.66
	
$2.71
	
$2.77
	
$2.83

	
250001-500000
	
$2.58
	
$2.64
	
 $169
	
$2.75
	
 $2.81

	
.500001-750000
	
$2.54
	
$2.60
	
$2.65
	
$2.71
	
$2.77

	
Over
750000
	
$2.53
	
$2.59
	
$2.64
	
$2.70
	
  $2.75

	
Length
of Call (minutes)
	
5.0
	
5.1
	
5.2
	
5.3
	
5.4

	
0-250,000
	
$2.88
	
$2.94
	
$2.99
	
$3.05
	
$3.10

	
250001-500000
	
$2.86
	
$2.92
	
$2.97
	
$3.03
	
$3.08

	
500001-750000
	
$2.82
	
$2.88
	
$2.93
	
$2.99
	
$3.04

	
Over
750000
	
$2.81
	
$2.86
	
$2.92
	
$2.98
	
$3.03

	
Length
of Call (minutes)
	
5.4
	
5.5
	
5.6
	
5.7
	
5.8

	
0-250,000
	
$3.16
	
$3.22
	
$3.27
	
$3.33
	
$3.38

	
250001-500000
	
$3.14
	
$3.20
	
$3.25
	
$3.31
	
$3.36

	
500001-750000
	
$3.10
	
$3.16
	
$3.21
	
$3.27
	
$3.32

	
Over
750000
	
$3.09
	
$3.14
	
$3.20
	
$3.25
	
$3.31

	
Length
of Call (minutes)
	
5.9
	
6.0
	
6.1
	
-6.2
	
6.3

	
0-250,000
	
$3.44
	
$3.49
	
$3.55
	
$3.60
	
$3.66

	
.250001-500000
	
 $3.42
	
$3.47
	
$3.53
	
$3.58
	
$3.64

	
500001-750000
	
$3..38.
	
$3.43
	
$3.49
	
$3:54
	
    $3.60

	
Over
750000
	
$3.36
	
$3.42
	
$3.48
	
$3.53
	
   $3.59

	
Length
of Call (minutes)
	
6.4
	
6.5
	
6.6
	
.6.7
	
6.8

	
0-250,000
	
$3.72
	
$3.77
	
$3.83
	
$3.88
	
$3.94



Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
SBC, Supplier,. their Affiliates and their third party
representatives,
except under written Agreement by the contracting Parties.

						
	
 
	
 
	
 
	
 
	
Amendment 02

Agreement 02024517

	
250001-500000
	
$3.70
	
$3.75
	
$3.81
	
$3.86
	
$3.92

	
500001-750000
	
$3.66
	
$3.71
	
$3.77
	
$3;82
	
$3.88

	
Over
750000
	
$3.64
	
$330
	
$3.75
	
$3.81
	
$3.87



The terms and conditions of Agreement No. 02024517 in all other
respects remain unmodified and in full force and effect.

IN WITNESS WHEREOF, the Parties have caused this Amendment to
Agreement No. 02024517 to be executed, which may be in duplicate counterparts,
each of which will be deemed to be an original instrument, as of the date the
last Party signs.

Calibrus
Inc..

By:
/s/ David H Biggs

Printed
Name:  David H Biggs

Title:
 CEO

Date:
 28 May 2004

SBC
Services Inc.

By:
/s/ Todd Weiss

Printed
Name: Todd Weiss

Title
 Senior Contract Manager

Date:
5-27-2004

Proprietary Information
The
information contained in this Agreement is not for use or disclosure outside
$BC, Supplier, their Affiliates and their third party
representatives, except
underwritten Agreement by the contracting Parties.




AGREEMENT NO. 02024517.A,003

This
Amendment, effective an the date when signed by the last Party ("Effective
Date"), and amending Agreement No, 02024517, is byand between Calibrus  a
Nevada corporation

("Supplier")
and AT&T Services

a
Delaware corporation ("AT&T"), each of which. may be referred to
in the singular as "Party" or in the plural as "Parties.."

WITNESSETH




WHEREAS,
Supplier and AT&T entered into .Agreement No. 02.0245.17, on
September 1.2, 2002,. (the "Agreement"); and.

WHEREAS,.
Supplier and AT&T desire to amend the Agreement as .hereinafter set
forth.




Now,
THEREFORE, consideration of mutual promises and covenants erein., the Parties
hereby agree the purpose of this Amendment is to extend the term of the
Agreement NO.. 02024517.. Further,. both Parties agree as follows:

.

Section
3,33 Term of Agreement Letter is hereby changed to read:




This Agreement is effective on the date the last Party signs and,
unless Terminated. or Canceled as provided in this Agreement, shall remain iii
effect for a terra ending on September 30, 2007. The Parties may extend the
terra of this' Agreement by mutual agreement in writing..




2.

Appendix
1.2 (2) Prices is hereby changed to read:

									
	
WILD
Group One Calls

1.50
to 1.58 to: 1.67 to 1.75 to 1.83 
	
 
	
.1.92
to 2.00 to.2.08 to 2.17 to2.25 to

	
750,000-1,000k.
	
 
	
$0.96
	
.

$1
..05
	
$1.09
	
$1.14
	
$1.19.$1.24
	
$1.29
	
$1.34

	
5001-.750k.

$0:93
	
$0.97
	
$1.02.

$1.06
	
$1.11
	
$Ie16.
	
$1.21

$I.26
	
$1.3.1
	
$1.3'6

	
250k.-500k

$094_
	
$0..98
	
$1.03

$I:07
	
,12
	
$1.1 7
	
..22.
	
$1.32
	
$1..37

	
0-250.,.k

$0.95
	
$0,99
	
$1.04

$1.08.
	
$1.13
	
 
	
$1..23

,$IeZS.
	
$1
..33.
	
:$1.38



2.33.
to 2.42 to. 2.50 to 2.58 to 2.67 to 2.75 to 2..83 to 2.92 to 3.00+

										
	
750kel,000k
	
$`1.39
	
$1.44
	
$1.48
	
$1,53
	
$1:58
	
$1.62
	
$1...67
	
 
	
-$1.78

	
500.k-750k
	
$1.41
	
$1..46
	
$1..50
	
$l
..55
	
$1.59
	
$1.64
	
$1.68
	
$_1
75
	
$1.80

	
250je-5001
	
$1.4 2
	
$1.47
	
$1.51
	
$1.56
	
$1
.. 60'
	
$1.65
	
$"1.:.69
	
$1,76
	
$'l,$.
1

	
0-250k
	
.$ IA.3
	
:$ L. 4:8-
	
52
	
$1,57
	
$1,61'.
	
$1.66
	
51
..70
	
$1.77
	
$
1. .82



All
Non English and Spanish. Calls;. $1.84 per minute

Conference
Call Back Calls: $0.58 per minute live operator transfer time plus $0:068. per
minute  for the entire conference time for all call volumes. (Cabanas is'
using LD at US point)

 







*Extended
Length Calls not included in Average Call Length Calculations (Electronic 3-way,
:TOTS, etc)

3.08
to 3.17 to 3.25 to 3.33 to .3,42-to 3.5 to 3,58 to 3.67 to 3.75 to
3.83 to 750k 1,000k $1.83 $1.88 $1.93 $1,98 $2.03 $2,08 $2.13 $2.18 $2.23
52.28

500k-750k

$
I.85 $1.90 $1:95 12.00 $2.05 $2.10 $2.1.5 $2.20 $2.25 $2.30

-2501:-500k

$1.86
$1..91 $1,96 $2.01 $2.06 $2.11 $2.16 $2.2:1 $2.26 .$2.31

0-250k.

$1.87
$1.92 $1.:97 $2.02 $2.07 $2.12 $2.17 $2.22 $2.27 $2.32.

3.92
to 4 to

4.08
to 4.17 to 4,25 to 4.33 to 4.42 to 4.50 to 4.58 to 4.67 to 750k-1,000k. $233
$2.38 $2:43 $2.48 $2.53 $2.58 .$2.63 $2.68 $2.73 $2.78,

500k-750k

$2.35
$2.40 $2.45 $2.50 $2,55 $2..60 $2.65 $2-.70 $2.75 $2.80

250k-500k

$2.36
$2.41 $2.46 $2.51 $2.56 $2.61 .$2,66 $2,71 $2.76 $2.81

0-250k.

$2.37
$2,42 $2.47 $2.52 $2;57 .$2.62 $2:67 $2.72 .$2.77 $2.82

4.75
to 4.83 to 4.92 to 5 to

5.08
to 5..1'7 to. 5.25 to 5.33 to 5.42 to 5.5 to '750k-1,000k $2.837
$2.88 $2.93 $2;98 $303 $3.08 $3:13 $3.18 $3.23 $3,28

500k-750k.

$2.85.
$2,90 $2.95 $300 $3.05 $3..10 $3,15_ $3.20 :$3.25 $3.30

250k-500k

$2.86
$2.91 $2,96 $3,01 $3.06 $3.11 $3.16 $3.21 :$3.26 $33,1

0-250k

$2..8.7
$2.92 $2..97 $3..02 $3.07 $3..12 $3,17 $3:22 $3..27- $3,32




1)

Group
1: are live agent calls in English and Spanish of behalf of AT&T, AT&T
.affiliates :and -Suppliers except LD Direct Group 2 calls or as
describe in note

2)

Group
2 are live agent calls in .English and Spanish on behalf of AT&T LD Direct,
AT&T LD Direct Affiliates and suppliers.

3.)
Non English and Non-Spanish calls in Cantonese, Mandarin,. Korean, Japanese„
Tagalog, Vietnamese; and Polish on. behalf of AT&T,. AT&T LD Direct,. or
their affiliates or suppliers.

4)
Conference Call Back calls are calls where the customer is transferred back to
AT&T, AT&T LD Direct, or their affiliates or suppliers..

5),
The pricing. of all other calls will be defined. in specific work orders.
Extended length. live operator calls that do not involve special long distance,
language, or infrastructure costs will be priced according to the extended call
length table. Live agent calls involving extra long distance, language, or other
special cost will be priced in a special work order.

Toll
Free Numbers (Any new toll free numbers requested)

$.15.00
per number

The
terms and conditions of Agreement No. 02024517 in all other respects remain
unmodified and in full force and. effect.

Proprietary Information.

The information. contained in this Agreement is not for use or
disclosure outside AT&T; Supplier, their Affiliates and.. their
third. party.
representatives, except under written Agreement by
the contracting Parties.

Agreement .020245

IN WITNESS WHEREOF, the Parties have caused this Amendment to
Agreement No. 02024517 to be executed, which may be in duplicate counterparts,
each of which will be deemed to be an original instrument, as of the date the
last Party signs.




Calibrus
Inc.

AT&T
Services Inc.

    
By: /s/ Greg W Holmes

   
By: /s/ Todd Weiss

    
Printed Name:  Greg W Holmes

   
Printed Name:  Todd Weiss

    
Title:  President   

   
Title:  Sr. Contracts Manager  

    
Date 7-2-07

                                                                           
Date:  6-29-07
                                                                                    

Proprietary Information
The
information contained in this. Agreement is- not use or disclosure
outside-AT&T, Supplier,. their Affiliates-and their third
party
representatives, except under written Agreement by the contracting
Parties.







AGREEMENT NO. 02.024517.A.004







This
Amendment, effective on the date when signed by the last Party ("Effective
Date"), and amending Agreement No. 02024517, is by and between Calibrus Inc., a
Nevada corporation ("Supplier") and AT&T Services Inc., a Delaware
corporation ("AT&T"), each of which may be referred to in the singular as
"Party" or in the plural as "Parties."




WITNESSETH




WHEREAS,
Supplier.and AT&T entered into Agreement. No. 02024517, on September 12,
2002, (the. "Agreement"); and




WHEREAS,
Supplier and AT&T desire to amend the Agreement as hereinafter set
forth.




Now,
THEREFORE,. in consideration of the premises and the covenants hereinafter
contained, the Parties hereto agree as follows:




1.

Section
3.33 Term of Agreement Letter a. is hereby changed to read:




This Agreement is effective on the date the last Party signs and,
unless Terminated or Canceled as provided in this Agreement, shall remain in
effect for a term ending on December 31, 2009. The Parties may extend the term
of this Agreement by mutual agreement in writing.







The
terms and conditions of Agreement No. 02024517 in all other respects remain
unmodified and in full force and effect,




IN WITNESS WHEREOF, the Parties have caused this Amendment to
Agreement No. 02024517 to be executed, which may be in duplicate counterparts,
each of which will be deemed to be an original instrument, as of the date the
last Party signs.




Calibrus Inc.  

AT&T Services Inc.
                                                                                      

    By:  /s/ Greg W. Holmes

By: /s/ Todd Weiss
                                                          

Printed Name:  Greg W. Holmes

Printed Name: Todd Weiss

     Title:  President

Title:  Senior Contract Mngr

     Date
8-14-2007                                                                  Date:
 8-17-07

Proprietary Information
The
information contained in this, Agreement is not for use or disclosure outside
AT&T, Supplier, their Affiliates and their third party
representatives,
except under written Agreement by the contracting, Parties.