October 18, 2002 BuyerZone.com Internet Lead Generation We are pleased to offer our Ultracom Dealers an invitation to participate in the BuyerZone.com Internet Lead Generation program. Our goal is to continue to provide you with leads from the small-to-midsize phone system marketplace to help increase your market share and system sales. If you re not familiar with the BuyerZone program, now is the time to get involved! Prospective buyers come to YOU when you sign up to receive BuyerZone leads. Buyerzone.com is an Internet bidding and purchasing community targeting the SOHO business owner or the residential customer who may be in the market for a start-up phone system, as well as telecom managers and MIS customers who make purchasing recommendations and decisions for larger companies. How do these prospective buyers find BuyerZone.com? BuyerZone advertises in weekly and monthly columns and articles by well-known sources such as Crain s Business Journals, Business Week and Entrepreneur. BuyerZone has also cobranded Internet sites with strategic business partners such as Yahoo s small business section, BusinessWeek Online, Inc.com, Quicken.com and more. To use BuyerZone.com, prospective buyers log on to the BuyerZone website to research and request bids on telecom products from NEC Ultracom Dealers and other vendors. The bid requests are then delivered via e-mail directly to each Ultracom Dealer participating in the NEC/BuyerZone program in their authorized selling area on a rotating basis. The bid request includes detailed information about the buyer such as all contact information, system requirements and estimated budget. NEC will sponsor the membership fees for its Ultracom Dealers, as well as provide product marketing and advertising materials to BuyerZone. Ultracom Dealers pay only a small per lead fee, which can be debited from their co-op account if funds are available.
Value-added change: Lead Rotation BuyerZone leads will be dispersed among participating dealers on a rotating basis. This means you will be the only NEC dealer competing for this customer s business based on a Buyerzone initiated inquiry. Lead Fee Structure: Here is the pricing to receive BuyerZone.com leads for the contract year. Lead fees may be deducted from your co-op account if funds are available. Line Size: Price per Lead: 1-9 lines $15 10-29 lines $30 30-100 lines $50* 100+ lines $100* *You may choose to filter out leads in the 30-100 and the 100+ categories. This means you do not receive them and do not pay for them. Your Account Profile: In order to keep lead costs low, Dealers are required to accept leads for all their authorized counties. You can customize your lead profile by opting to filter out leads in the two higher priced categories, the 30-100 and 100+ lines. Lead filtering will apply to your entire territory, you cannot filter per zip code or per county. Lead filtering is not available for the two lower priced categories, the 1-9 and 10-29 lines. Account Changes and Cancellations: Changes to your account must be submitted to our contracts department by the 20th of each month. For example, if your territory has changed, or you need to change your designated e-mail address for leads, these changes will take effect on the first day of the following month. If you choose to cancel your account, your cancellation must also be received by the 20th, for your cancellation to be effective the first day of the following month. You will be responsible for lead fees incurred during that timeframe.
Sign-up Procedure: To sign up for the program, you will need to fill out the attached contract and fax it back to our Contract Administration department at (214) 262-5705 by October 25th, 2002. Your agreement will be processed and your account sent to BuyerZone for set-up. While your account will be set up as soon as possible, please allow 10-15 business days to begin receiving leads. We look forward to enjoying a successful year with BuyerZone.com. Thank you for your participation. For your convenience, we have included a page of Frequently Asked Questions about the BuyerZone program. If you have any questions, please contact Pat Shimko at (203) 926-5450 or your NEC UBSD Account Manager. Sincerely, NEC America, Inc. Ultra Business Sales Division
BuyerZone.com Frequently Asked Questions Who is BuyerZone.com? *Established in 1992 as a research company *Went online in 1997 with a "Request for Quote" model for small and mid-sized businesses *Holds a leadership position in small and mid-sized business purchasing *Provides coverage in 110 categories of goods and services *Definitive purchasing authority since 1992 *Industry-leading marketplace capabilities *Established best-of-breed partner network Why is this a good opportunity for NEC Ultracom Dealers? *Ultracom Dealers save on advertising and business development costs *Leads come TO the Ultracom Dealer saving time and money on lead generation costs *Ultracom Dealer reviews and decides which bid requests to respond to Why do Buyers use BuyerZone.com? *Detailed Buyer s Guides and current articles provide easy to access research for key purchases *Buyer s Guides and Articles written in easy-to-understand format *"Industry Lingo" sections provide definitions of commonly used language within specific product categories *Proprietary content focused on purchasing goods and services for small and midsized businesses How do Businesses Find BuyerZone.com? *Crain s Business Journals *American City Business Journals *Inc. Magazine *BusinessWeek *Entrepreneur *Strategic Co-Branded Sites with targeted partners *Yahoo! (Small Business Section) *Quicken.com What is the average line size of a KTS sale on BuyerZone.com? *The majority of the current sales are in the 5-30 line size market.
How do Ultracom Dealers sign up? *Fill out the enclosed participation agreement and fax to NEC Contract Administration at (214) 262-5705 by October 25th, 2002. Your agreement will be processed and sent to BuyerZone for account set-up. While your account will be set up as soon as possible, please allow 10-15 business days to begin receiving leads. What is the Ultracom Dealer cost for participation? *Ultracom Dealers pay a lead fee for each lead received. Fees may be debited from your co-op account. Your participation agreement contains a statement of lead fees. What is NEC s s cost for participation? *NEC is sponsoring the contract to implement and maintain Ultracom Dealer accounts with BuyerZone. Can I cancel my account? *You may cancel your account by sending a notice to our Contracts Administration department. You must cancel your account by the 20th of the month for it to be effective the first day of the following month. You are responsible for lead fees until the cancellation takes effect. Is there a lead dispute process? *Your contract specifies that you have ten business days from receipt of a lead to dispute it, so please make sure if you receive a questionable lead that you dispute it immediately. Credits will not be issued for leads older than ten business days. Please refer to section five of your contract for lead dispute criteria. NEC reserves the right to make a final decision on all lead disputes.
NEC America, Inc. BuyerZone Internet Lead Generation Program Participation Agreement THIS AGREEMENT made and entered into as of the 18th day of October 2002, by and between NEC America, Inc., ("NECAM"), a New York corporation, having its offices at 4 Forest Parkway, Shelton, CT 06484 and ("Ultracom Dealer") with offices at. RECITALS WHEREAS, the objective of this Internet Lead Generation Program Participation Program ("Program") is to generate qualified sales appointments to NECAM Ultracom Dealers for the primary purpose of promoting NECAM Corporate Networks Group products and services to the prospect. The Program ("Program") will be in effect from October 18, 2002 through September 30, 2003. To be eligible to participate, Ultracom Dealer must return a signed copy of Exhibit A to the Contracts Department. Copies of this Program may be faxed to 214-262-5705. Any termination, renewal, nonrenewal, extension or modification to the Program shall be within the sole discretion of NECAM. WHEREAS, NECAM has established a relationship with BuyerZone.com (BuyerZone), where BuyerZone will provide internet leads for the Program, to NECAM Ultracom Dealers for the promotion of NECAM products, which may lead to sales appointments (Appointment(s)). WHEREAS, Ultracom Dealer will use the Program to promote the sales of NECAM products. 1. TERRITORIES: GENERAL TERMS AND CONDITIONS The Appointments are only valid in the counties listed in the Ultracom Dealer Agreement. 2. NON-GUARANTEE: Appointments should not be construed as a guaranteed sale. 3. PROMOTION: The Ultracom Dealer must agree to promote only new NECAM Corporate Networks Group products to the target prospect.
4. ELIGIBILITY: To be eligible for participation in the Program, Ultracom Dealer must be an authorized NECAM Ultracom Dealer in good standing under the terms of NECAM s standard Ultracom Dealer Agreement and in full compliance with the terms of such Ultracom Dealer Agreement, including but not limited to payment obligations. 5. FEES: 5.1 By submitting this Agreement, Ultracom Dealer agrees to the participation fees to be charged according to Exhibit A. Fees will be deducted monthly from Ultracom Dealer s co-op account. In the event co-op funds are not available, fees will be directly invoiced to the Ultracom Dealer on a monthly basis. Leads will be generated and invoiced for all counties in which the Ultracom Dealer is authorized and for the Product(s) for which the Ultracom Dealer authorizes payment. 5.2 The Ultracom Dealer s account will be credited for a dquote fee previously charged to the Ultracom Dealer s account for any internet lead that: (a) is not submitted by a business customer; (b) is submitted by a competitor; (c) is not submitted for a product or service category specified in the Ultracom Dealer quote profile; (d) is submitted outside the Ultracom Dealer county (e) is delivered to the Ultracom Dealer more than two (2) business days after the request was submitted, or (f) is delivered to an Ultracom Dealer that already has that particular customer as an active lead, in which case written documentation will be required. In order to receive a credit for any internet lead for which the company believes it is entitled to receive a credit based on the above criteria, the Ultracom Dealer must notify Pat Shimko in writing of such requested credit within ten (10) business days of receipt of the internet lead. The request for credit must include a copy of the internet lead, the reason for the credit request, substantiation that the internet lead meets the above criteria and any additional information that may help support the credit request. Credit will be at the sole discretion of NECAM. 5.3 Types of leads that cannot be disputed for credit are: (a) (b) (c) (d) A lead for an area in which Ultracom Dealer is authorized to sell in but Ultracom Dealer chooses not to service. Ultracom Dealers are required to take leads for all their authorized counties. Ultracom Dealer s phone call or e-mail is not returned by the lead. Ultracom Dealer receives a constant answering machine or voicemail, or no answer. Ultracom Dealer speaks to the lead and is told they are not interested or have changed their mind.
6. ULTRACOM DEALER RESPONSIBILITY: 6.1 It the Ultracom Dealer s responsibility to maintain an e-mail address for receiving lead information. It is the Ultracom Dealer s responsibility to inform NECAM in writing if the Ultracom Dealer account is to be closed or if the information on the account is modified. NECAM will not be responsible for lead fees charged in connection to account status. It is the Ultracom Dealer s responsibility to follow up on leads received via email. 6.2 Account changes will be made once monthly. Changes to Ultracom Dealer s account must be submitted by the 20th day of the month to be implemented for the following month s business. Account changes are limited to changes to Ultracom Dealer s designated e-mail address for leads and territory if it has been amended. 7. LEAD DISTRIBUTION: Buyer Leads will be distributed to Ultracom Dealers according to the county served by that Ultracom Dealer. Account set-up function will be performed for Ultracom Dealer s account for lead distribution 10-15 days after the Ultracom Dealer contract is received by NECAM. Lead processing and delivery begins immediately after Ultracom Dealer account has been set up. 8. PAYMENT METHOD: Payment will be made in accordance with preference indicated on the signed Exhibit A. Should the account indicated have insufficient funds then billing will be accomplished through a separate invoice. 9. TERMS: The terms and conditionsof the Ultracom Dealer Agreement are hereby incorporated by reference.
EXHIBIT A BuyerZone "Business to Business" (B2B) Internet Lead Program Ultracom Dealer Participation Agreement Date: October 18, 2002 Contact: Pat Shimko Billing Address: NEC America, Inc. 6555 N. State Highway 161 Irving, TX 75039-2402 Fax completed contract to (214) 262-5705 BuyerZone "B2B" Internet Lead Program Ultracom Dealer Participation: You will receive via email requests for quotes from buyers using the "dquote" (direct quote or internet lead) tool. These requests will contain contact information for that buyer. You will only receive requests from buyers who match your profile - there will be no charge for requests that do not fit the profile you specify. The quote information will include the buyer s name, phone number and address. Eligible Products: i- Series, Portrait and NVM Series Voice Mail dquote Participation Fees Check all applicable items Filtering is not available in the 1-9 and 10-29 lead categories. dquote Fee Phone Systems requesting 1-9 lines....$15 per Lead dquote Fee Phone Systems requesting 10-29 lines $30 per Lead Dealers may elect to filter out the below line sizes. Please check to indicate the categories you wish to receive leads for. dquote Fee Phone Systems requesting 30-100 lines... $50 per Lead dquote Fee Phone Systems requesting 100 or more lines $100 per Lead Payment Method Check only one: INVOICE MY CO-OP ACCOUNT FOR FULL AMOUNT INVOICE MY NECAM ACCOUNT FOR FULL AMOUNT
CONTACTS: Ultracom Dealer contact information for the purpose of receiving appointment information: Company Name: Contact name: Contact e-mail address: Contact telephone #: Contact fax #: NECAM Account Manager: NECAM Account Number: Terms and Conditions By signing below, you have read and agree to the attached Terms and Conditions. The undersigned parties represent and warrant that they have full power and authority to sign this Agreement. Signature: Date: Print Name: Title: