{"id":42778,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/services-agreement-idt-corp-and-net2phone-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"services-agreement-idt-corp-and-net2phone-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/services-agreement-idt-corp-and-net2phone-inc.html","title":{"rendered":"Services Agreement &#8211; IDT Corp. and Net2Phone Inc."},"content":{"rendered":"<pre>\n                             IDT SERVICES AGREEMENT\n\n\n     IDT SERVICES AGREEMENT, dated as of May 7, 1999 (this \"Agreement\"), by and\nbetween IDT Corporation, a Delaware corporation (\"IDT\"), and Net2Phone, Inc., a\nDelaware corporation (\"Net2Phone\").\n\n     WHEREAS, Net2Phone is currently a subsidiary of IDT and obtains\nadministrative, customer support and other services from IDT;\n\n     WHEREAS, Net2Phone and IDT expect that equity interests in Net2Phone may be\nsold to additional investors; and\n\n     WHEREAS, Net2Phone desires to continue to obtain administrative, customer\nsupport and other services from IDT pursuant to the terms hereof and IDT desires\nto continue to provide such services pursuant to the terms hereof.\n\n     NOW, THEREFORE, in consideration of the premises and mutual promises and\nrepresentations contained herein, and other good and valuable consideration, the\nsufficiency of which is hereby acknowledged, the parties hereto do mutually\ncovenant, stipulate and agree as follows:\n\n\nSection 1.  Services.\n            -------- \n\n       (a)  IDT shall render to Net2Phone general accounting services, payroll\nand benefits administration services, customer support and other services all as\nmore particularly described in Exhibit 1 hereto (collectively, the \"Services\").\n                               ---------                                        \nThe Services shall be rendered by IDT in conformity with good commercial\npractice, the terms and conditions of this Agreement and the reasonable\ninstructions of Net2Phone as set forth in this Agreement.\n\n       (b)  Net2Phone shall provide to IDT when required all funds necessary to\nperform the Services, including, without limitation, all amounts required to pay\npayroll expenses of employees of Net2Phone and all amounts necessary to pay\naccounts payable of Net2Phone.\n\n       (c)  IDT shall have no authority pursuant to this Agreement to commit\nNet2Phone to any obligation in any manner whatsoever with respect to third\nparties, to use Net2Phone's name in any way or to enter into any contracts on\nbehalf of Net2Phone.\n\n       (d)  In the event that Net2Phone requests services in addition to the\nServices provided for herein, and if IDT agrees to provide such services, IDT\nand Net2Phone shall negotiate in good faith a fee for such services, which\ncompensation shall be covered by the final sentence of Section 2(a) hereof;\nprovided, however, that the fee payable by \n--------  -------                                                              \n\n                                       1\n\n \nNet2Phone for such services shall be no less favorable to Net2Phone than the\ncharges for comparable services from unaffiliated third parties. In the event\nthat the parties agree to additional services, the scope and duration of such\nservices, and any termination provisions with respect thereto, shall be\ndescribed in an addendum to Exhibit 1 and thereafter such services shall be\n                            ---------\nconsidered Services hereunder. If and to the extent the parties agree to cancel\nor terminate any of the Services, such services shall be deemed deleted from\nExhibit 1, with the remaining services thereafter constituting the Services\n---------                             \nhereunder.\n\n\nSection 2.  Compensation.\n            ------------ \n\n       (a)  Net2Phone shall pay to IDT a fee for each of the Services equal to\nthe amount set forth in Exhibit 1 corresponding to such service.  In the event\n                        ---------                                             \nNet2Phone terminates any Service in accordance with the final sentence of\nSection 3 hereof, the fee for such Service shall no longer be payable for any\nperiod subsequent to the effective date of such termination.  In the event the\nparties agree to additional services, such fee shall be payable as provided\nherein.\n\n       (b)  Within 15 days following the end of each calendar month, IDT shall\nsubmit to Net2Phone for payment a billing invoice setting forth the amount of\nfees payable by Net2Phone to IDT for Services rendered during such calendar\nmonth. Net2Phone shall pay the invoiced amount to IDT within thirty (30) days\nfollowing receipt of such invoice by Net2Phone.\n\n\nSection 3.  Term.\n            ---- \n\n       The term of this Agreement shall commence on the date hereof and shall\ncontinue for a period of one (1) year (the \"Initial Term\") and, at the end of\nthe Initial Term and of each year thereafter, shall automatically renew for an\nadditional one (1) year period unless one party has given the other party thirty\n(30) days' prior written notice terminating this Agreement.  Following the\nInitial Term, this Agreement may be terminated at any time at the option of\neither IDT or Net2Phone upon thirty (30) days' prior written notice.  Specific\ncategories of Services may be cancelled as set forth in Exhibit 1.\n                                                        --------- \n\nSection 4.  Records and Accounts.\n            -------------------- \n\n       IDT shall maintain accurate records and accounts of all transactions\nrelating to the Services performed by it pursuant to this Agreement.  Such\nrecords and accounts shall be maintained separately from IDT's own records and\naccounts and shall reflect such information as would normally be examined by an\nindependent accountant in performing a complete audit pursuant to United States\ngenerally accepted auditing standards for the purpose of certifying financial\nstatements, and to permit verification thereof by \n\n                                       2\n\n \ngovernmental agencies. Net2Phone shall have the right to inspect and copy, upon\nreasonable notice and at reasonable intervals during IDT's regular office hours,\nthe separate records and accounts maintained by IDT relating to the Services.\n\n\nSection 5.  Directors and Officers of Net2Phone and IDT.\n            ------------------------------------------- \n\n       (a)  Nothing contained in this Agreement shall be deemed to relieve the\nofficers and directors of Net2Phone from the performance of their duties or\nlimit the exercise of their powers in accordance with Net2Phone's Certificate of\nIncorporation or the laws of the State of Delaware. The services of IDT's\nofficers and employees which are rendered to Net2Phone under this Agreement\nshall at all times be in accordance with the reasonable instructions of\nNet2Phone's officers and in accordance with IDT's historical business practice.\n\n       (b)  Nothing in this Agreement shall limit or restrict the right of any\nof IDT's directors, officers or employees to engage in any other business or\ndevote their time and attention in part to the management or other aspects of\nany other business, whether of a similar nature, or to limit or restrict the\nright of IDT to engage in any other business or to render services of any kind\nto any corporation, firm, individual, trust or association; provided, however,\n                                                            --------  ------- \nthat the foregoing shall in no way modify or limit IDT's agreement not to\ncompete with Net2Phone as set forth in Section 6.3 of the Separation Agreement\nbetween IDT and Net2Phone, dated the date hereof (the \"Separation Agreement\"),\nand IDT hereby confirms its agreement to be bound by the terms thereof..\n\n\nSection 6.  Liability; Indemnification.\n            -------------------------- \n\n       (a)  IDT shall have no liability whatsoever to Net2Phone for any error,\nact or omission in connection with the services to be rendered by IDT to\nNet2Phone hereunder unless any such error, act or omission derives from willful\nmisconduct or gross negligence. The parties acknowledge that Article VIII of the\nSeparation Agreement provides for indemnification obligations relating to this\nAgreement and confirm their agreement to be bound by the terms thereof.  IN NO\nEVENT SHALL IDT BE LIABLE TO NET2PHONE FOR ANY SPECIAL, INCIDENTAL OR\nCONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES\nOR DATA), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR\nOTHERWISE, WHETHER OR NOT IDT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH\nDAMAGE.  THE LIABILITY OF IDT FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER\nIN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED,\nNET2PHONE'S DIRECT DAMAGES.\n\n       (b)  IDT is an independent contractor and when its employees act under\nthe terms of this Agreement, they shall be deemed at all times to be under the\nsupervision and responsibility of IDT; and, notwithstanding any reimbursement of\nlabor costs as provided \n\n                                       3\n\n \nherein or otherwise, no person employed by IDT and acting under the terms of\nthis Agreement shall be deemed to be acting as agent or employee of Net2Phone or\nany customer of Net2Phone for any purpose whatsoever.\n\n\nSection 7.  Other Agreements.\n            ---------------- \n\n       From time to time, Net2Phone may find it necessary or desirable either to\nenter into agreements covering services of the type contemplated by this\nAgreement to be provided by parties other than IDT or to enter into other\nagreements covering functions to be performed by IDT hereunder.  Nothing in this\nAgreement shall be deemed to limit in any way the right of Net2Phone to acquire\nsuch services from others or to enter into such other agreements; provided that\n                                                                  --------     \nin no such event shall the compensation to be paid to IDT pursuant to Section 2\nhereof be reduced on account thereof unless and until this Agreement is\nterminated, or the applicable category of Services set forth in Exhibit 1, is\n                                                                ---------    \ncancelled in accordance with Section 3 hereof and Exhibit 1 hereto.\n                                                  ---------        \n\n\nSection 8.  Confidentiality.\n            --------------- \n\n       IDT agrees to hold in strict confidence, and to use reasonable efforts to\ncause its employees and representatives to hold in strict confidence, all\nconfidential information concerning Net2Phone furnished to or obtained by IDT in\nthe course of providing the Services (except to the extent that such information\nhas been (a) in the public domain through no fault of IDT or (b) lawfully\nacquired by IDT from sources other than Net2Phone); and IDT shall not disclose\nor release any such confidential information to any person, except its\nemployees, representatives and agents who have a need to know such information\nin connection with IDT's performance under this Agreement, unless (i) such\ndisclosure or release is compelled by the judicial or administrative process, or\n(ii) in the opinion of counsel to IDT, such disclosure or release is necessary\npursuant to requirements of law or the requirements of any governmental entity\nincluding, without limitation, disclosure requirements under the Securities Act\nof 1933 or the Securities Exchange Act of 1934, in each case as amended.\n\n\nSection 9.  Miscellaneous.\n            ------------- \n\n       (a)  This Agreement may not be transferred or assigned by either party,\nwhether voluntarily or by operation of law, without the prior written consent of\nthe other which consent may be withheld in such party's sole discretion.  This\nAgreement shall inure to the benefit of and be binding upon all permitted\nsuccessors and assigns.\n\n       (b)  This Agreement shall be governed by the laws of the State of New\nYork (regardless of the laws that might otherwise govern under applicable\nprinciples of conflicts of law) as to all matters, including, but not limited\nto, matters of validity, construction, effect, performance and remedies.\n\n                                       4\n\n \n       (c)  This Agreement may be executed in counterparts, each of which shall\nconstitute an original and both of which together shall be deemed to be one and\nthe same instrument.\n\n       (d)  All notices, requests, demands, waivers and other communications\nrequired or permitted to be given under this Agreement shall be in writing and\nshall be deemed to have been duly given if delivered personally or by facsimile\ntransmission or mailed (certified or registered mail, postage prepaid, return\nreceipt requested):\n\n  If to IDT, to:        IDT Corporation\n                        190 Main Street\n                        Hackensack, New Jersey  07601\n                        Attention:  Chief Financial Officer\n                        Fax No.:  (201) 907-5165\n\n  If to Net2Phone, to:  Net2Phone, Inc.\n                        171 Main Street\n                        Hackensack, New Jersey  07601\n                        Attention:  Chief Financial Officer\n                        Fax No.:  (201) 907-5351\n\nor to such other person or address as any party shall specify by notice in\nwriting to the other party.  All such notices, requests, demands, waivers and\ncommunications shall be deemed to have been received on the date on which hand\ndelivered, upon transmission of the facsimile transmission by the sender and\nissuance by the transmitting machine of a confirmation slip confirming that the\nnumber of pages constituting the notice have been transmitted without error, or\non the third business day following the date on which so mailed, except for a\nnotice of change of address, which shall be effective only upon receipt thereof.\nIn the case of a notice sent by facsimile transmission, the sender shall\ncontemporaneously mail a copy of the notice to the addressee at the address\nprovided for above.  However, such mailing shall in no way alter the time at\nwhich the facsimile notice is deemed received.  In no event shall the provision\nof notice pursuant to this Section 9(d) constitute notice for service of\nprocess.\n\n       (e)  This Agreement and those provisions of the Separation Agreement\nspecifically referred to herein contain the entire understanding of the parties\nhereto with respect to the subject matter of this Agreement. This Agreement and\nsuch referenced provisions of the Separation Agreement supersede all prior\nagreements and understandings, oral or written, with respect to the subject\nmatter of this Agreement.\n\n       (f)  The provisions of Sections 6 and 8 hereof shall survive any\ntermination of this Agreement.\n\n       (g)  In the event that any one or more of the provisions contained herein\nis held invalid or unenforceable in any respect, the parties shall negotiate in\ngood faith with a \n\n                                       5\n\n \nview toward substituting therefor a suitable and equitable solution in order to\ncarry out the intent and purpose of such invalid provision; provided, however,\nthat the validity and enforceability of any such provision in every other\nrespect and of the remaining provisions contained herein shall not be in any way\nimpaired thereby, it being intended that all of the rights and privileges of the\nparties hereto shall be enforceable to the fullest extent permitted by law.\n\n       (h)  The Section headings contained in this Agreement are for reference\nonly and shall not affect the meaning or interpretation of this Agreement.\n\n       (i)  Any dispute, controversy or claim arising out of or relating to this\nAgreement or the breach, termination or validity hereof, or any transaction\ncontemplated hereby shall be settled in accordance with the procedures set forth\nin Article VIII of the Separation Agreement as if such Article VIII were set\nforth herein in its entirety.\n\n                                       6\n\n \n  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the\ndate set forth above.\n\n\n                              IDT CORPORATION\n\n                              By: \/s\/ Hal Brecher\n                                 --------------------------------\n                              Name:  Hal Brecher\n                              Title:  Chief Operating Officer\n\n\n                              NET2PHONE, INC.\n\n                              By: \/s\/ Howard Balter\n                                 --------------------------------\n                              Name: Howard Balter\n                              Title: Chief Executive Officer\n\n\n                                       7\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7828,8319],"corporate_contracts_industries":[9510,9519],"corporate_contracts_types":[9613,9620],"class_list":["post-42778","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-idt-corp","corporate_contracts_companies-net2phone-inc","corporate_contracts_industries-technology__programming","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42778","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42778"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42778"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42778"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42778"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}