SAVVIS Referral Partner Agreement

This agreement (“Agreement”) is made between SAVVIS Communications Corporation with an address at The Park North Building, Suite 300, 2355 Dulles Corner Boulevard, Herndon, VA 20171 ("SAVVIS") and "Associate" as identified below, and is effective as of the date it is accepted by SAVVIS (the "Effective Date").

WHEREAS, SAVVIS is in the business of providing certain network communications products and “Services” (as defined below); and

WHEREAS, Associate has certain business relationships and access to business customers who may be desirous of purchasing SAVVIS’ Services.

NOW, THEREFORE, in consideration of the promises set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SAVVIS and Associate agree as follows:

1. Lead Generation

1.1. General. This Agreement establishes the non-exclusive terms and conditions under which Associate will actively promote the use of the SAVVIS’ Managed Services identified in Exhibit A to Associate’s customers or entities for which it does business and introduce SAVVIS to such customers or entities who may have an interest in purchasing SAVVIS’ Services (“Prospective Customer(s)”). SAVVIS reserves the right in its sole option and upon notice to Associate to (i) add or delete Services and/or (ii) modify associated commissions. Associate shall have no authority to sell SAVVIS Services and accept orders in SAVVIS’ name.

1.2 Referral of Prospective Customers. Associate agrees to submit Prospective Customers to SAVVIS according to the guidelines reasonably specified from time to time by SAVVIS. All Prospective Customers are subject to acceptance by SAVVIS in accordance with Section 1.4.

1.3 Commissions. SAVVIS shall pay to Associate a one-time commission in accordance with the commission table set forth on Exhibit A for each Prospective Customer who enters into an agreement for Services with SAVVIS; provided that such agreement arose solely from the methods described herein within one hundred eighty (180) days from receipt by SAVVIS. A Prospective Customer accepted by SAVVIS and who enters into an agreement for Services with SAVVIS shall be referred to as “Customer”. No commissions will be paid for a Prospective Customer (i) that is already discussing SAVVIS Services with a SAVVIS representative, (ii) that a sales contact has previously been made, (iii) that is already a SAVVIS customer or was a SAVVIS customer at any time within sixty (60) days prior to receipt of the Prospective Customer or (iv) who is an affiliate, employee or employer of Associate. Associate shall have sixty (60) days from the receipt of any commission payment to dispute the accuracy of such payment, and any such payment not disputed within such sixty (60) day period shall be deemed to be final and binding on Associate.

1.4. Acceptance. Associate expressly acknowledges that SAVVIS may (i) accept or reject in its sole discretion any Prospective Customer; and/or (ii) terminate or assign any agreement for SAVVIS Services with any customer in its sole discretion. Associate expressly further acknowledges that SAVVIS has no responsibility to Associate and shall incur no liability with respect to (i) the continued availability or operation of the Services; (ii) any adjustments by SAVVIS to terms and conditions; (iii) the failure by SAVVIS to accept or follow up on any Prospective Customers submitted by Associate; or (iv) the failure by SAVVIS to provide or to continue to provide any Services to a Customer due to an initial or continuing credit approval process or due to termination or assignment of such agreement with SAVVIS. Associate further acknowledges and agrees that (i) SAVVIS is the primary customer service contact (including for billing and collections) for Customers and ultimately is responsible for resolution of all Customer disputes and Associate shall not have the right to bill or collect any payments; and (ii) Associate shall not represent that it will perform any Services. Should Associate receive any payments for Services hereunder directly from a Customer, Associate shall immediately tender such payment to SAVVIS.

1.5 Solicitation. If a prospective or existing customer of SAVVIS is referred by Associate and also by either another independent authorized sales Associate or representative or by an employee of SAVVIS, SAVVIS has the right, in its sole discretion, to determine which Associate, representative or employee to credit such order and Associate agrees to abide by and be bound by SAVVIS’ decision(s) in this regard.

2. Relationship.

2.1 Independent Contractor. Associate is an independent contractor and is not an employee of SAVVIS and no joint venture, legal partnership or agency is created by this Agreement. Associate has no authority to act for, or on behalf of SAVVIS and is not authorized to incur any obligation on behalf of SAVVIS or to bind SAVVIS in any manner whatsoever. Associate shall not commit any act which would reflect unfavorably upon SAVVIS. Associate is responsible for all expenses and obligations incurred by it as a result of its efforts to submit Prospective Customers to SAVVIS, and Associate shall be solely responsible for payment of all taxes due as a result of payments made to Associate by SAVVIS.

2.2 Employees of Associate. Associate’s employees shall not be or be deemed to be SAVVIS employees, legal partners, or joint employees. Associate assumes full responsibility for the acts of its employees and for their supervision, daily direction and control. SAVVIS shall not be responsible for worker’s compensation, disability benefits, unemployment insurance, withholding taxes, social security and any other taxes or benefits for Associate’s employees. Associate shall be solely responsible for the acts and omissions of its employees and agents and shall have sole responsibility for their supervision, direction and control.

3. Representations, Warranties and Covenants.

3.1 Compliance Obligations. Associate represents, warrants and covenants to SAVVIS that, as of the Effective Date and continuing for the term of this Agreement, Associate shall comply with the obligations set forth herein and any breach of the obligations of Associate under this Agreement shall be a material breach of this Agreement. Notwithstanding any other provision of this Agreement, if Associate does not comply with the provisions set forth in this Agreement, SAVVIS in its sole discretion and in addition to any other remedies available at law or in equity, may elect to immediately terminate this Agreement without further liability or obligation to Associate.

3.2 Compliance. Associate represents and warrants that, at its sole expense, it (i) is in compliance with all applicable international, federal, state and local laws and regulations applicable to its performance under this Agreement; (ii) will maintain in force and effect all licenses and permits required for its performance under this Agreement; and (iii) it has full has full and unrestricted power and authority to execute and perform under this Agreement.

3.3. Standards of Conduct. In performing duties under this Agreement, Associate shall be governed by professional standards of honesty, integrity and fair dealing, including compliance with all applicable laws and regulations. Further, Associate shall represent SAVVIS fairly and will make no representations or guarantees concerning SAVVIS or its products and services which are false, misleading or inconsistent with the representations set forth in promotional materials, literature, manuals and price lists published and supplied by SAVVIS from time to time and shall do nothing which would tend to discredit, injure the reputation of or reflect adversely upon SAVVIS or its products and services. Associate shall be responsible for all harm caused by or occurring in connection with Associate’s acts, omissions, and/or misrepresentations.

3.4. Responsibilities. Associate represents and warrants that it shall (i) advise Customers that any problems or difficulties of whatever nature concerning the products and services must be referred directly to SAVVIS; (ii) actively promote the use of SAVVIS' Services and introduce SAVVIS to Prospective Customers who are interested in subscribing to SAVVIS' Services; (iii) refer all inquiries concerning the price, contract terms and conditions, functions, capabilities, characteristics, design, installation date or availability of any SAVVIS Services to SAVVIS.

4. Confidentiality.

4.1 Confidential Information. Associate acknowledges and agrees that al information relating to the business and operations of SAVVIS and its affiliates, customers, agents and consultants shall be considered the confidential information of SAVVIS (collectively, “Confidential Information”) and shall be deemed the exclusive property of SAVVIS. Confidential Information shall include, without limitation, all technical, marketing and financial information, any information relating to the pricing, methods, process, financial data, lists, apparatus, statistics, programs, research, development or related information of SAVVIS, or any of SAVVIS' partners or clients, in each instance concerning past, present or future business activities or operations of said entities. Associate forever agrees (a) not to disclose the Confidential Information or any part thereof to any other person or entity, and (b) not to use in any way or manner, reveal, divulge, make known, sell, exchange, lease or in any other way transfer any Confidential Information to any third party or to utilize such Confidential Information in direct or indirect competition with SAVVIS or any of its other agents unless Associate is required by law to disclose the Confidential Information (but only after written notice to SAVVIS, such that SAVVIS has a reasonable opportunity to oppose or prevent a disclosure, and only to the extent so required).

4.2 Declaratory Relief. Associate acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of its obligations under Section 4.1 above, that any such breach may allow Associate or third parties to unfairly compete with SAVVIS resulting in irreparable harm to SAVVIS, and, therefore, that upon any breach of Section 4.1 above, or any threat thereof, SAVVIS shall be entitled to (a) specific performance and other injunctive relief without the necessity of posting a bond, in addition to whatever remedies it might have at law, and (b) be indemnified by Associate from any loss or harm, including, without limitation, attorney's fees, in connection with any breach or enforcement of Associate’s obligations hereunder or the unauthorized use or release of any such Confidential Information. Associate will notify SAVVIS in writing immediately upon the occurrence of any such unauthorized release or other such breach.

4.3 No Solicitation. For the duration of this Agreement and not less than one hundred eighty (180) days after termination or expiration of this Agreement, Associate shall not (i) directly or indirectly solicit any customer of SAVVIS or its affiliates on behalf of a competitor of SAVVIS or induce any customer of SAVVIS or is affiliate to discontinue its relationship with SAVVIS.

5. Term and Termination

5.1. This Agreement shall commence on the date that SAVVIS confirms acceptance of the Agreement. This Agreement shall remain in effect until terminated by either party providing advance ten (10) days written notice.

5.2. Termination by SAVVIS. This Agreement may be terminated by SAVVIS immediately upon written notice for breach by Associate of any provision of this Agreement. No commission shall be payable following any termination by SAVVIS pursuant to this Section 5.2.

5.3 Commission Payments. Upon termination by SAVVIS pursuant to 5.1 above, Associate shall be entitled to all bona fide commission payments owed to Associate pursuant to this Agreement as of the effective date of termination. Upon termination for any other reason, including termination by Associate pursuant to Section 5.1 or a breach by Associate of this Agreement, SAVVIS’ commission payment obligations shall immediately cease.

6. Sales Support. During the term hereof, SAVVIS will provide Associate with general training materials regarding SAVVIS products and Services.

7. Tradenames and Trademarks. Associate shall not use the name “SAVVIS” or any other trademark, service mark, intellectual property or logo of SAVVIS or symbol related to SAVVIS (collectively, “SAVVIS Marks”) without the prior, express written consent of SAVVIS. Without limiting the foregoing, Associate shall not, without SAVVIS’ prior written consent or as specified on the SAVVIS website, advertise, market or provide information about SAVVIS Services or use SAVVIS Marks on the “Internet” or on any print or electronic media.

8. Indemnification. Associate shall indemnify, defend and hold SAVVIS (and all officers, directors, employees, agents and affiliates thereof) harmless from and against any and all claims, demands, actions, losses, damages, assessments, charges, liabilities, costs and expenses (including without limitation, interest, penalties, attorney’s fees and disbursements) which may at any time be suffered or incurred by, or be asserted against, any and all of them, directly or indirectly, on account of or in connection with: (a) Associate’s default under any provision under this Agreement, breach of any warranty or representation under this Agreement, or failure in any way to perform any obligation under this Agreement; or (b) bodily injury or damage to property (including death) to any person (including without limitation, any employee of either party and any third person), and any damage to or loss of use of any property, arising out of or in any way relating to this Agreement; or (c) any claim, cause of action, judgment, liability or expense relating to or arising out of the acts or omissions of Associate, its employees, contractors and agents.

9. Disclaimers; Liability.

9.1 No Warranty. WITH RESPECT TO THE SERVICES TO BE SOLD BY SAVVIS TO CUSTOMERS, SAVVIS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS INCLUDES LOSS OF DATA RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES OR SERVICE INTERRUPTION HOWEVER CAUSED. USE OF ANY INFORMATION OBTAINED BY SAVVIS' NETWORK IS AT CUSTOMER'S OWN RISK. SAVVIS SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH ITS SERVICES.

9.2 Liability for Commissions. SAVVIS shall have no liability to Associate for commissions that might have been earned by Associate under this Agreement but for the inability or failure of SAVVIS to provide SAVVIS Services to any person solicited by Associate or in the event of discontinuation or modification of the SAVVIS Services.

9.3 Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL SAVVIS BE LIABLE FOR SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM THE RELATIONSHIP OF THE PARTIES OR THE CONDUCT OF BUSINESS CONTEMPLATED IN THIS AGREEMENT OR OTHERWISE.

9.4 Attorney’s Fees. In the event SAVVIS is required to enforce or preserve its rights hereunder, Associate shall pay all of SAVVIS' reasonable attorney’s fees and costs, including allocable costs of in-house counsel, incurred in connection with any such successful action.

10. Notices. Except as otherwise provided herein, notices to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly and properly given on the earlier of: (a) the date such notice has been received; (b) the next day if sent by overnight courier designated for next day delivery; or (c) five (5) days after deposit of such notice in the United States Mail, postage prepaid, to be delivered by certified mail, return receipt requested, addressed to the party at the address given on the signature page or at such address as such party may designate in writing from time to time. Notices given by Associate shall be directed to the SAVVIS address listed above, to the attention of the Deputy General Counsel.

11. Direct Sales by SAVVIS. Nothing contained herein shall be deemed to limit SAVVIS' ability to market and to solicit sales of the Services directly, through other Associates, affiliates, distributors, or dealers, or through any other channel of distribution at any time in any area, as SAVVIS may determine in its sole discretion.

12. Miscellaneous

12.1 Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of Missouri without regard to its choice of law principles. The parties hereby consent to jurisdiction and venue in either, as appropriate (i) the courts of the State of Missouri; or (ii) the Federal courts located in Missouri.

12.2 Headings. The headings in this Agreement are used for convenience of reference only and shall not be deemed to modify or to affect the interpretation of this Agreement.

12.3 Severability. In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect.

12.4 Waiver. SAVVIS’ failure to insist upon or to enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement.

12.5 Assignment. Associate may not assign this Agreement or any of its rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of SAVVIS.

12.6 Force Majeure. SAVVIS shall not be liable for loss or damage and shall be deemed to be in breach of this Agreement if its failure to perform its obligations results from (a) compliance with any law, ruling, order, regulation, or requirement of any federal, state, or municipal government, department, agency, or court of competent jurisdiction; (b) acts of God; (c) fires, strikes, war, insurrection, or riot; or (d) or any other cause beyond its reasonable control. Any delay resulting therefrom shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable.

12.7 Prevailing Terms and Conditions. The terms and conditions of this Agreement, including all Exhibits attached hereto, shall prevail notwithstanding any different or additional terms or conditions of any purchase order or other form for purchase or payment submitted by Associate to SAVVIS, all of which are hereby rejected.

12.8 Survival. All terms and provisions of this Agreement that should by their nature survive the termination or expiration of this Agreement shall so survive.

12.9 Amendment. SAVVIS MAY CHANGE, MODIFY OR AMEND (A) THIE TERMS OF THIS AGREEMENT AT ANYTIME BY PROVIDING NOTICE OF SUCH CHANGE, MODIFICATION OR AMENDMENT TO ASSOCIATE IN WRITING OR VIA EMAIL AND SUCH CHANGE, MODIFICATION OR AMENDMENT SHALL BE EFFECTIVE AND BINDING ON ASSOCIATE WITHOUT NEED FOR AN AMENDMENT TO THIS AGREEMENT EXECUTED BY BOTH PARTIES AND (B) EXHIBIT A, COMMISSION STRUCTURE, TO THIS AGREEMENT FROM TIME TO TIME AND, EXCEPT AS OTHERWISE SET FORTH IN SECTION 4 OF EXHIBIT A, ANY SUCH CHANGE(S) WILL BE DEEMED EFFECTIVE AND BINDING ON ASSOCIATE UPON THE POSTING OF SUCH CHANGE(S) BY SAVVIS TO THE SAVVIS WEBSITE (CURRENTLY AT WWW.SAVVIS.NET) WITHOUT NEED FOR ANY FURTHER NOTICE TO ASSOCIATE OR AN AMENDMENT TO THIS AGREEMENT EXECUTED BY BOTH PARTIES.

12.10 Representations. Associate represents and warrants that it is not related to any SAVVIS employee, is 18 years of age or older and a U.S. resident. Associate further represents and warrants that it has full and unrestricted power and authority to execute and perform under this Agreement.

12.11 Independent Business Judgment. The parties hereby acknowledge and agree that Associate is an independent business sufficiently sophisticated to exercise and exercising its own business judgment. The parties hereby further acknowledge and agree that SAVVIS has made no recommendations or representations regarding any aspect of Associate's business including, but not limited to therefrom presentations with regard to Associate's profits.

12.12 Entire Agreement. This Agreement, including any Addenda, constitutes the entire agreement between the parties with respect to the subject matter set forth in this Agreement, and it supersedes all prior oral or written agreements, commitments, or understandings with respect to the matters set forth in this Agreement.

SAVVIS Communications Corporation                         By:                                                                              

_____________________________________
Printed Name

_____________________________________
Title  

_____________________________________
Date

EXHIBIT A
Commission Structure

Commissions:

1. Commission. During the term of this Agreement and provided Associate is not in default of any obligations hereunder, Associate shall receive an one-time commission payment as set forth in the below Commission Table for each Prospective Customer that results in a new contract with SAVVIS in accordance with the terms and conditions of this Agreement. SAVVIS reserves the right to set off from commissions any amount due to SAVVIS by the Associate.

2. Commission percentages. Subject to Section 1 above, SAVVIS will pay to Associate an one-time commission in accordance with the following Commission Table. The commission percentages set forth below are valid only on the standard SAVVIS Services as listed under the SAVVIS Product Category in the below Commission Table which are normally offered to SAVVIS customers including SAVVIS’ Professional Services when such services are performed solely and directly by SAVVIS’ employees. Commission on non-standard SAVVIS Services provided under a special pricing and/or promotion arrangement will be determined by SAVVIS on a case-by-case basis. Customers must contractually commit to a minimum one (1) year term (except for SAVVIS’ Professional Services which may be provided for shorter periods or on a one-time basis) and meet SAVVIS’ standard credit approval policy in order for the Associate to be eligible for payment. No commissions will be paid on local loops that are (i) T3 or greater, (ii) located outside of the continental U.S. and/or (iii) located within the continental U.S. when such local loop crosses a LATA

3. In addition, commissions will be paid to Associate, at the same commission percentages set forth in the Commission Table below, on the additional service agreements/orders Customers sign within the first twelve (12) months of the date of their initial agreements with SAVVIS, excluding charges for variable or usage-based fees, installation, hardware/software, bandwidth upgrades, fees associated with the addition of new users/services for messaging and collaboration services, server upgrades and service renewal contracts.

4. SAVVIS reserves the right to modify the commission schedule set forth below at any time provided that such modification will not impact referrals already submitted by Associate and for which SAVVIS enters into a contract for services within thirty (30) days of the date in which it modifies such commissions. Any such commission modifications shall be posted by SAVVIS on SAVVIS’ website (currently at www.savvis.net) and, except as otherwise set forth in the preceding sentence, shall be deemed effective and binding on Associate upon such posting without further notice to Associate or an amendment to this Agreement executed by both parties.

5. Commissions will be paid within sixty (60) days following the close of the month in which SAVVIS receives payment in full for the first month's invoice from the Customer. No commissions will be paid on any Customers for which SAVVIS has not received such payment.

COMMISSION TABLE

* “Initial MRR” shall mean the Monthly Recurring Revenue (defined below) applicable to:

(1) the first full calendar month of a Customer’s Initial Term for the first service agreement and order placed by a Customer with SAVVIS (“Customer’s Initial Order”), and accepted by SAVVIS, for a standard Service that falls within a particular SAVVIS Product Category set forth above; and

(2) the first full calendar month of a Customer’s Initial Term for each additional service agreement and order placed by that same Customer for Services within the first twelve (12) months of the date of such Customer’s Initial Order, subject to the exclusions set forth in Section 3 above.
For example, if a new Customer’s first service agreement and order is for SAVVIS’ Utility Services at an Initial MRR of $5,000, and such order resulted from the referral by Associate under the Agreement, the one-time commission amount to be paid to Associate for that Customer’s Initial Order will be $1,250 ($5,000 x 25%) and if that same Customer signs a new service agreement and order for DIA Services at an Initial MRR of $2,000 two months after the date of the Customer’s Initial Order, SAVVIS will pay Associate an one-time commission of $200 ($2,000 x 10%) for that additional service agreement and order. For the avoidance of doubt, no commissions shall be paid to Associate by SAVVIS for any additional orders that are signed by a Customer after the first twelve (12) months of the date of that Customer’s Initial Order.

** As used herein, "Monthly Recurring Revenue" is defined as a net minimum recurring charge for SAVVIS Services that Customer commits to purchase from SAVVIS on a monthly basis as of the effective date of the services agreement and service order by and between Customer and SAVVIS and excluding any usage based services or services based on variable billing. The calculation of the Customer's Monthly Recurring Revenue excludes taxes, charges imposed by third parties, installation or other non-recurring charges, charges not embedded in the price of the applicable Services, and charges applicable to local loops that are (i) T3 or greater; (ii) located outside of the continental U.S. and/or (iii) located within the continental U.S. when such local loop crosses a LATA. .

*** “NRC” shall mean the one-time charges for SAVVIS’ Professional Services set forth on a SAVVIS service order and/or statement of work when such services are performed solely and directly by SAVVIS’ employees. For the avoidance of doubt, no commissions shall be paid to Associate hereunder for any Professional Services that are performed by any SAVVIS vendor, contractor, consultant or any other third party.

**** Once SAVVIS has reached the Maximum Commission Payout Amount for a particular Customer, no further commissions shall be paid by SAVVIS to Associate for that Customer.