February 18, 1998Ulysses G. Auger, II
1232 22nd St. N.W.
Washington, D.C.n 20037
Re: Microsoft/CAIS collaboration on IPORT market trials
This letter of agreement ("LOA") will confirm the agreement and
understanding of CAIS, Inc.("CAIS") and Microsoft Corporation ("Microsoft")
(collectively, the "Parties", and singly, a "Party"), with respect to their
collaboration (the "Relationship") in sponsoring the beta trials of Atcom,
Inc.'s ("Atcom") high speed internet access project, commonly referred to as
IPORT (the "Market Trials"). The Parties acknowledge that each is working with
Atcom, under separate contractual arrangements, with respect to certain other
elements of the Market Trials.
In addition to the Parties' independent commitments to collaborate with
Atcom regarding the Market Trials through their respective technological and
implementational commitments, Microsoft and CAIS each shall contribute the
following additional resources in an effort to successfully implement the Market
A. Microsoft's Role. Microsoft's role in the Relationship includes the
1. Microsoft has made a significant financial contribution toward the
overall project costs of implementing the Market Trials.
2. Microsoft has agreed to work with Atcom to license certain software
and other intellectual property rights to Atcom for use in connection
with the Market Trials. Microsoft and Atcom are separately negotiating
such license and other terms.
3. Microsoft has agreed to contribute significant marketing and
promotional services as an in-kind contribution toward the
implementation of the Market Trials. Such contributions include
advertising and marketing services, financial contributions toward
marketing and promotional costs, corporate marketing efforts and
related efforts. Microsoft shall take the lead role in marketing the
4. Microsoft shall, as it deems appropriate, include and reference
OverVoice in future IPORT white papers, marketing and other materials
as a co-sponsor of the Market Trials. Following completion of the
Market Trials, Microsoft would, as it deems appropriate, promote
CAIS's OverVoice system as one of a limited number of solutions
through which the IPORT system may be available to hotels.
5. Microsoft has also agreed to contribute certain computer and
networking equipment to be used in the physical Market Trial
B. CAIS' Role. CAIS' role in the Relationship includes the following
1. CAIS has agreed to work with Atcom in the implementation of the
physical resources required for the Market Trials. In this role, CAIS
will act as an integrator to deliver the Market Trials. CAIS and
Atcom are separately negotiating the terms of their respective
2. CAIS has agreed to provide certain in-kind goods and services,
including wiring services and related equipment in the physical Market
3. CAIS will participate in and support marketing and advertising
efforts associated with the Market Trials.
The Parties acknowledge that third party sponsors and/or contributors
may subsequently join and participate in the sponsorship of the Market Trials.
The contributions of such third parties shall be documented as mutually agreed
at the time of participation.
Limitation of Liability. In no event shall either Party be liable to the
other Party for consequential damages of any sort or kind whatsoever, including
without limitation indirect, special, consequential, and/or punitive, resulting
from or arising out of this Letter Agreement or the Market Trials.
The Parties acknowledge that they are independent contractors; neither
party has any actual or implied authority to act on behalf of or to otherwise
bind the other. If the provisions of this LOA meet with your approval, please
indicate your acceptance by signing a copy of this letter in the space provided
below and returning it to me at your earliest convenience.
/s/ Stan Julien
Stan Julien HOSPITALITY INDUSTRY MANAGER
Acknowledged and Agreed:
/s/ Ulysses G. Auger, II
Ulysses G. Auger, II