Agreement For Computer Consulting Services
between iTelework, LLC and its customers(“Client”)

1. Engagement.
iTelework, LLC, a Washington limited liability company (“iTelework”), agrees to render computer consulting services, and Client retains iTelework to perform such services, according to the terms and conditions of this Agreement.

2. Services.
a. iTelework will perform the services for Client described here in and on Schedules executed from time to time by both parties. Each Schedule will be consecutively numbered and will contain the information set forth in Attachment A as applicable. A Schedule may modify provisions in this Agreement, in which event the provisions of the Schedule will govern. Amendments to a Schedule must be in writing and signed by an authorized representative of each party.

b. The terms of this Agreement will also apply to services provided by any associates or subcontractors of iTelework who perform services for Client.

3. Client Cooperation.
a. iTelework will consult with Client to clarify tasks and define the scope of each assign­ment. Client recognizes that timely completion of assignments by iTelework will depend upon the cooper­ation of Client’s personnel, and will provide iTelework with access to Client’s staff and resources as iTelework deems necessary to perform its services.

b. Unless the applicable Schedule indicates otherwise, Client is responsible for providing all equipment, software, and supplies for the operation of the computer systems on which iTelework will be installing and testing programs or performing other services for Client. For work to be performed away from iTelework’s offices, Client will provide a reasonable working area with the usual amenities (Internet connection, desk, chairs, telephone, and copier) for use of iTelework personnel.

c. Client will be responsible for defending and indemnifying iTelework against any third-party claims, damages, and expenses resulting from Client’s directions or specifications (for example, if Client requests iTelework to install more copies of a copyright protected program than Client is licensed).

4. Payment.
a. Client will pay iTelework in accordance with applicable Schedules. iTelework­ will submit billings to Client for payment within thirty (30) calendar days of receipt.

b. A late charge of 1.5% per month, or any part thereof, will be added for any amounts not paid when due. iTelework­ may at any time suspend its services if payments are overdue.

c. Client will pay any sales, use, excise or similar taxes applicable to the performance of the services and delivery of work product under this Agreement or in lieu thereof will provide iTelework with a certificate acceptable to the taxing authorities exempting Client from payment of these taxes.

5. Completion.
a. It is Client’s responsibility to review and test the work performed or work product delivered to verify its completion and proper operation, and to notify iTelework, within ten (10) days of iTelework’s delivery of a system or completed portion of a system, of either (i) the Client’s acceptance of the work as conforming to specifications or other applicable acceptance criteria or (ii) any defects, malfunctions, shortages, missing components or other failure of the work to conform to specifications.

b. If Client accepts the work or does not notify iTelework of any failure of the work to conform to specifications within the ten (10) day period, Client will be deemed to have accepted the work as fully conforming to any agreed-on specifications or, in the absence of such specifications, Client’s reasonable satisfaction. In such cases, Client waives any claim or defense relating to its obligation to pay for the work.

6. Limitations of Warranties.
a. iTelework warrants that work it completes will, when completed, substantially conform to the specifications in the applicable Schedule. iTelework will, at its election, either repair or replace its work that fails to so conform, or will refund the amount paid by Client for such work, provided Client notifies iTelework of such failure within the time limit set forth in Section 5.a above. All claims under this warranty must be made within 30 days of iTelework’s delivery of the completed work to Client.

b. iTelework warrants that, in the creation of any work product for Client, it will not knowingly infringe any copyright, trade secret, patent or other intellectual property right held by a third party. In the event that any work product provided by iTelework for Client infringes intellectual property rights held by others, iTelework will be obligated only to replace or redesign the work so that it does not infringe or, at its election, refund the amount paid by Client for such work.

c. Applicable Schedules may specify that iTelework will deliver and/or install third-party hardware and software products. iTelework may serve as a reseller or distributor of such products. Such third-party products delivered and/or installed by iTelework will be covered by the warranties, if any, given by their respective manufacturers or publishers. Client’s remedies under such warranties will be against the respective manufacturers or publishers of the third-party products. iTelework makes no warranties or representations of any kind or character concerning the quality, performance, or intellectual property of any third-party products. iTelework will not be responsible for the performance or guarantee of any warranties or representations concerning third-party products. iTelework’s sole responsibility to Client with respect to third-party products will be to deliver and install the products, and provide the technical services with respect to such products, as specified in the applicable Schedule.

d. iTelework makes no other warranties, guarantees, or representations, whether written, oral, or implied, including but not limited to warranties of merchantability or fitness for purpose, with respect to the services performed and products provided under this Agreement. The above sections state client’s sole remedies with respect to defective, nonconforming, or infringing work.

e. In no event will iTelework be liable for special or consequential damages, either in contract or tort, even if the possibility of such damages has been disclosed to iTelework in advance or could reasonably have been foreseen by iTelework. Any liability by iTelework to Client arising under this Agreement or from services provided by iTelework will be limited to amounts received from Client for the previous TWELVE (12) months for the services or products to which such liability relates.

f. iTelework will use its best efforts to complete the project or deliver the work product by deadlines stated in the applicable Schedule. Estimated completion dates are not promised completion dates, and iTelework will not be liable for delays in completion of any project under this Agreement by such estimated dates. iTelework will not be liable for any failure to perform resulting from forces beyond its con­trol or for any errors resulting from defects in computer hardware or software obtained from others.

g. Client recognizes that work performed under this Agreement may cause loss or alteration of data stored on fixed media devices in Client’s computer system. It is Client’s responsibility to protect against data loss or alteration by maintaining backup and archival copies of programs and data, and Client releases iTelework from liability for any loss of data arising from any cause that cannot reasonably be restored by iTelework. iTelework will not be liable for errors or inaccuracies resulting from data input or postings by users.

7. Use of Work Product.
a. iTelework or its licensors will own all copyright, trade secret, and patent rights in any programs, deliverables, or other materials or work product prepared for or delivered to Client under this Agreement or any Schedule, whether or not such materials have been prepared specially for Client and whether or not such materials or the applicable Schedule has been completed.

b. iTelework will grant or obtain for Client a nonexclusive license to use any computer programs and written materials delivered to Client within Client’s business on the computers upon which iTelework installs them. Client will not install the programs on more computers than the number to which they are licensed, will not disassemble, decompile or reverse engineer the programs or create derivative works based on the programs, will not make copies (except a copy for backup or archival purposes) of the programs or written materials, and will not distribute copies of the programs or written materials to third parties. Any additional license rights or restrictions are specified in an applicable Schedule or in a program license that accompanies the program when it is delivered to or installed for Client.

c. If any third party claims that it has been harmed as a result of services provided by iTelework at the direction of Client where Client knew or should have known of the possibility of such a claim (for example, without adequate rights, Client asks iTelework to prepare a derivative work based upon a copyright protected program or other written material provided by Client), then Client will pay all resulting expenses and damages incurred by iTelework, and defend, indemnify and hold iTelework harmless from any such third party claims (including its reasonable attorneys’ fees and costs).

8. Staff.
a. In the performance of its services, iTelework shall in all respects be an independent contractor. Nothing contained in this Agreement shall be construed to constitute the parties as partners, employees, agents or joint venturers of each other. No party shall have the authority to bind another in any respect. iTelework will determine in its sole discretion, the manner and means by which its obligations under this Agreement are accomplished, subject to the express condition that iTelework will at all times comply with applicable law and the requirements established by Client.

b. While services are being performed under this Agreement, and for a period of two (2) years following termination of this Agreement, neither party will solicit the services, directly or indirectly, of the other party’s personnel associated with the work efforts under this Agreement, except with the other party’s written approval.

c. iTelework’s employees, subcontractors, and associates are obligated under their contracts with iTelework not to provide services independently to iTelework clients during their work for iTelework and for two (2) years thereafter. If Client recruits, employs or retains the services of any iTelework employee, subcontractor, or associate in violation of such agreement, Client will pay iTelework a training/finders fee of thirty five thousand and no/100 dollars ($35,000) or, if greater, one-third the amount that Client pays to such employee, subcontractor, or associate during the first year of their employment by or performance of services to Client.

9. Termination.
a. Unless terminated sooner in accordance with its provisions or any Schedule, this Agreement will continue until completion of the services, payments, and other obligations provided for herein and in all Schedules. Client may terminate the services sooner, by paying as liquidated damages the amount that would be due upon completion of any then unfinished Schedule.

b. In the event of any material breach of this Agreement by either party, the other party may terminate this Agreement by giving thirty (30) days’ prior written notice and an opportunity to cure. iTelework may terminate this Agreement upon notice without opportunity to cure if Client (i) infringes iTelework’s intellectual property, or (ii) fails to make the payments as set forth in

Section 4.
c. Sections 6, 7, 8 and 10 will survive any termination of this Agreement.

10. Confidential Information.
a. Definition. For purposes of this Agreement, “Confidential Information” means information or material in the following categories which is not generally known to persons outside the parties. Information publicly known that is generally utilized within the trade at or after the time a party first learns of such information, or generic information or knowledge which a party would have learned in the trade independent of the parties’ business relationship will not be deemed part of the Confidential Information:

i. Products and Services: All information about each party’s products and services which is not made available to the public, including, but not limited to: ideas, information, know-how, technical data, processes, formulas, drawings and designs, innovations, trade secrets, client lists, inventions, discoveries or improvements, marketing concepts, business plans, computer programs, financial data and other confidential information;

ii. Clients, Vendors and Licensors: Names and other information about clients, vendors and licensors of a party;

iii. Acquired Information: Information obtained by from a party’s clients, vendors or licensors that is not made generally available to the public; and

iv. Documents Marked Confidential: All information contained in any document marked “confidential,” “proprietary,” “secret,” “trade secret,” and similar notices.

b. Ownership and Return of Materials. All notes, data, reference materials, sketches, drawings, memoranda, documentation, records and other material in any way incorporating or reflecting Confidential Information will belong exclusively to the respective party or its clients or licensors. Each party agrees to turn over all copies of such materials in that party’s control to the other party upon request or termination of iTelework’s services under this Agreement.

c. Promise of Nondisclosure and Nonuse. Each party agrees, during performance of services under this Agreement and afterwards, to hold in confidence and not directly or indirectly reveal, report, publish, disclose, or transfer any of the Confidential Information to any person or entity, or use any of the Confidential Information for any purpose, except in iTelework’s services for Client.

11. General Provisions.
a. The laws of the State of Washington will govern this Agreement. If there is a dispute between the parties relating to this Agreement, the party substantially prevailing will be entitled to recover all costs and expenses of any subsequent proceedings (including trial, appellate, and arbitration proceedings), including the attorney fees incurred therein. The parties to this Agreement consent to the jurisdiction and venue of the federal and state courts sitting in Seattle, Washington.

b. A party’s failure to insist on compliance or enforcement of any provision of this Agreement will not affect the validity or enforceability, or be a waiver of future enforcement, of any provision of this Agreement.

c. This Agreement binds the parties’ respective successors and permitted assigns. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, and any such attempted assignment will be void, except that iTelework may assign this Agreement, or any of its rights or obligations hereunder, upon written notice to Client, to a party that acquires its computer consulting business.

d. Notices required or permitted under this Agreement will be considered given if delivered in person or by mail or delivery service that obtains written confirmation of receipt. Notices by mail or delivery service will be addressed to iTelework and to Client at the addresses set forth below, or at such other address as either party may designate in writing to the other.

e. This Agreement contains the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. The terms of this document will govern work performed by iTelework for Client to date, and work done after the date of this document. This Agreement may be modified only by writing signed by both parties.

f. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

SPECIFICATION

Service: HELPDESK SERVICE
Dated: February 2nd, 2007
List of included services:

Online HELPDESK
24/7 Monitoring and Alerts
Update Manager
Antivirus/Spyware Manager


HELP DESK Introduction

As most traditional IT services are based around site visits by engineers, often an SLA has come to be based around that deliverable, meaning the measurable standards are how quickly you see someone on site. Many of the services delivered by iTelework’s SLA can actually be ‘invisible’ in many ways to a non-technical end user. To ensure that our customers get value for money we therefore seek to make this ‘visible’. To do that we outline here all tasks that are carried out as a part of the service contract, what they do, how the work, and how you can tell very easily if they are being done as per the service agreement. It is also the fundamental premise of iTelework to avoid onsite visits wherever possible, as this drives up the cost of providing support, and slows down the provision, so our Service Levels are designed to avoid onsite visits and provide better service remotely, this benefits all of our customers.

Support Requests
All support incidents should be initiated by opening a service request via our ticketing system. This can be done by right clicking the orange iTelework icon in the system tray of any managed PC.


Generation of a support ticket will assure that a technician becomes aware of your situation in the shortest possible time, as all of our team are paged when a new ticket is created. Support requests initiated by any other means that the above described method, whether phone or email, at the discretion of iTelework, will incur additional hourly support fees.

Response times
Most of iTelework’s response times are immediate through the use of complex and automated steps designed for your systems. These processes are running continuously and maintained at a high service level.

Issues brought to our attention by your end users or primary contact person will be prioritized and addressed based on the service level options as defined in this document and chosen in your specific service contract. Once the event is prioritized and scheduled by iTelework staff, the response portion of your service contract is considered satisfied.

It is extremely important that you discuss the priority clearly with the iTelework representative so that you and they both understand the event classification as defined in this document. If this is not discussed, the default or normal classification will be applied.

It is the clients responsibility to be realistic about the priority of an incident. Any incidents which have been set above their allotted Response will be dropped to the appropriate Priority by a senior member of iTelework, which will also reset the count time for the incident.

The target Response times during iTelework business hours are set out are as follows:

Priority Response Time

High 4 Hour

Normal 1 Day

Low 3 Days

Priority Definitions

As the setting of Priority for an incident carries such an important weight in the delivery of service, it is imperative that this is carried out in a consistent and fair manner for all customers. To ensure this, clear definitions exist to decide what priority any incident will come under, and this is based upon the business impact.

Priority Definition Example

High All users on a site unable to work

• Virus Outbreak

• Email server failure

• Server crash

• Network failure

Normal 1 user unable to work or all users greatly inconvenienced

• Single virus

• Users machine crashed

• Internet outage*

• Important File unavailable

• Printer problem for important meeting

• Application fault

• File unavailable

Low general questions, inquiry or problem that does not affect any user’s ability to work

• How do I…?

*Note that Internet outage is not an emergency priority as it is held with a 3rd party – your ISP, and while iTelework will endeavor to chase this as quickly as possible, it is, in the end, outside of our control.

If at any time you feel that your incident has either not been given the appropriate priority, or that your incident is not being dealt with quickly enough, then you should contact your account manager, as listed in your contract. You are of course also welcome to contact the Director of the company at any time at support@iTelework.com or 888-673-6683 x 1.

Remote Labor Charges
Customers deploying SL1 will incur no Remote Labor charges. Those choosing to deploy SL2 will not incur Remote Labor Charges for incidents that require less than 15 minutes to resolve. Incidents that require more than 15 minutes for resolution will be billed at the standard labor rates in .5 hour increments. SL3 will incur Remote Labor Charges on all incidents.

Service Level Agreement Acceptance
Providing this document ensures that the both parties understand that there is agreement over the service that is going to be delivered. Unless there are changes to the service which is being delivered this will be carried forward to any additional machines that are added to the agreement.

Full technical details of these Service Levels can be found at www.iTelework.com/sla (which is subject to change)

Update Manager Service
The Update Manager Service provides scheduled , automated and approval driven updates to Microsoft software, including: Windows 2000 SP3 or higher, Windows XP Sp1 or higher, Windows 2003, SQL Server 2000/2007, Exchange 2003, Office XP SP2 or higher, Office 2003 SP3 or higher, Office 2007. Updates include critical, non-critical, driver upgrades, etc. Additional product groups will be available in the future.

Notification will be given regarding any computers that are not responding to automated updates. Systems that do not respond within 14 days, may signal iTelework personnel to notify Client that corrective action is necessary to maintain vital updates. Manual updates and repairs to Client computers to ensure Update Manager Services are functioning, is in addition to the specified monthly service fees.

CLIENT shall provide the following information for each system for installation purposes:

1) Recommended daily update time (typically between 12 midnight and 4am)

2) Special groupings of computers that require special consideration, such as application servers that cannot have certain types of updates applied (such as .net updates)\

3) Specify how to reboot after applying new patches and updates for each group of computers:

4) Permission to install the agent on any system used by employees , with billing adjusted accordingly.

REBOOT OPTIONS — CHOOSE ONLY ONE:

– Reboot immediately after update. (default)

– Reboot on _______________ (This Day, M, T, W, Th, Fri, Sat, Sun) at __________ (use 24 hour clock and 5 minute increments, ie : 23:05) after install.
– Warn user that machine will reboot in ___ minutes (without asking permission).
– Skip reboot if user logged in.
– If user logged in ask to reboot every ___ minutes until the reboot occurs. Reboot if user not logged in.
– If user logged in ask permission. Reboot if no response in ___ minutes. Reboot if user not logged in.
– If user logged in ask permission. Do nothing if no response in ___ minutes. Reboot if user not logged in.
– Do not reboot after update. Email address(es) to notify: ________________________ when reboot required.

Update Manager Service(cont)

AntiVirus and AntiSpyware Service
Notification of infection will usually result in screen notification for the logged in user and may require manual intervention. In this event, Client personnel will contact iTelework personnel to schedule manual removal. Applicable labor rates will apply for manual removal and are in addition to the monthly Antivirus Manager service and Spyware Manager Service. Software subscription fees will be managed by iTelework personnel, and configuration changes will be ongoing and automated to ensure the best operation and protection of Client systems.

SPECIFICATION

Service: BACKUP MANAGER SERVICE

Dated: February 2nd, 2007

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The Backup Manager Service provides daily automated, unattended online backups of specified data directories. Secure compression, easy and quick restores, point in time restores, and a configurable retention period. Assists with HIPAA compliance.

Speed of the backup process and the speed of the restore process are directly related to the Client bandwidth available and the current load on iTelework Servers. Occasionally the off-site replication is interrupted due to internet issues beyond our control, in this event replication traffic will be automatically restarted on the next regulary scheduled time.

CLIENT shall provide the following information for each system for installation purposes:

1) System(s) that require backup services

2) Specific directories for each system to be backed up.

3) The Retention period for files

4) Daily backup window start time

5) Time frame when off-site replication can occur.

6) Bandwidth restrictions on off-site replication, if any.

Procedures required to prepare backups for “live or locked” files is in addition to the Backup Manager Service fees. For example, daily backups of Exchange or SQL server are automated through each specific program and the Backup Manager Server backs up these backup files allowing for uninterrupted functioning of these critical services.

SPECIFICATION

Service: SECURE NETWORK SERVICE(SNS)

Dated: October 31st, 2007

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The Secure Network Service provides internet Firewall, Routing, and secure VPN services for CLIENT.

Each location shall have internet Firewall, and Routing Services, as well as secure VPN services for each CLIENT office location.

CLIENT shall provide the following information for each site for installation purposes:

1) Internet connectivity information including:

– Internet provider contact information, account number(s)

– Type of internet service: DHCP, STATIC IP, PPPoA, PPPoE

– if Static IP: IP Address, Subnet, Gateway, DNS server(s)

– if PPPoA: Login, Password, and network name(if applicable)

2) Internal Network: Router IP address, subnet, DNS server(s)

3) Physical address and Point of Contact information for each location for installation and on-site/routine maintenance access.

4) Additional Router configuration settings such as Port redirection, Port forwarding, caching DNS, and other capabilities per the the following list.

Current Secure Network Service capabilities(subject to change via upgrades, bug fixes):

● Stateful packet filtering

● Block/pass rules

● NAT/PAT (including 1:1)

● DHCP client, PPPoE, PPTP and Telstra BigPond Cable support on the WAN interface

● IPsec VPN tunnels (IKE)

● PPTP VPN (with RADIUS server support)

● Static routes

● DHCP server

● Caching DNS forwarder

● DynDNS client

● SNMP agent

● Traffic shaper (QoS like)

● Firmware upgradable

● Configuration backup/restore

● Host/network aliases

● VPN connections require at least one(1) central unit with a Static IP.

Upon Termination of this Service, each internet device hardware unit that is not returned to ITELEWORK in functioning and untampered(warranty seals unbroken) condition within 30 days of Termination, a fee of $399.00 + State Sales Tax will be due and payable.

SPECIFICATION

Service: iVoiceManager Phone Service (iVM)

Dated: February 2nd, 2007

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The iVoiceManager Phone Service provides internet protocol Phone and Private Phone Exchange(PBX) services for CLIENT.

Current Secure Network Service capabilities and conditions:

(subject to change via upgrades, bug fixes, etc)

UNLIMITED EXTENSIONS: Each extension can be extensively customized by incoming DID, Outbound CallerID, Spell-by-name directory, Voicemail settings and more.

UNLIMITED CONFERENCING: Internal and external conferencing, covering all your extensions and as many external participants as you have capacity.

UNLIMITED CALL QUEUES: Professional audio annoucements will greet your callers as they wait for their turn to talk with a live person.

NETWORK SUPPORT: You will recieve support via secure remote control as long as you have a stable broadband Internet connection and your PC is plugged into your LAN jack. Support is also available via telephone and email.

MULTIPLE AUTO-ATTENDANTS (IVR): Customizable call menus and extensions, allowing callers to “Press 1 for Sales” or “Press 2 for Support”. You can manage call flow, build scheduled responses, forward calls off-site, and more. Directory Lookup Lets caller lookup an extension/person by their first or last name

OUTLOOK INTEGRATION: Dial a contact with a single click, and on inbound calls if there is a match to one of your contacts you will see the contact name when they call your extension.(optional service with additional charges)

VOICEMAIL: Retrieve your voicemail in many ways: One-touch from your phone, Dial in remotely from any phone, Email attached as a .wav file.

MUSIC-ON-HOLD: Using any MP3 files, callers can hear your marketing messages or your preferred music while they wait for assistance.

AUTOMATIC CALL DISTRIBUTION (A.C.D.): Extensive customization can be used to have calls ring at several phones, find-me-follow-me, Advanced Call-forwarding

BRANCH OFFICE / TELECOMMUTERS: Extension dialing within the entire company including branch offices, remote office, or mobile softphones.

ONE NUMBER SERVICE: Fax/Phone/Cell/etc. all through one number

IP PHONES: Choose from a the following IP phones, Cisco 7960, Polycom 330, Grandstream GXP-2000.(others by request but not guaranteed to be compatible)

PROFESSIONAL VOICE PROMPTS: Use your own voice talent or upload professional voice-overs for professional and customized responses for your callers.

Each location where the iVM phone services are to be provided, shall have an internet Firewall and Router capable of Quality of Service(QoS) and port mapping as well as secure VPN services between its location and the location with the on-site iVM server(s). The on-site location containing the iVM server will also require a static IP, if iTelework provides the VPN service using it’s Secure Network Service. If an onsite iVM hardware server is required, it will be provided at CLIENT expense.

CLIENT shall provide the following information for each site for installation purposes:

● Internet connectivity information including:

-Internet provider contact information, account number(s), speed upload/download

– Type of internet service: DHCP, STATIC IP, PPPoA, PPPoE

– if Static IP: IP Address, Subnet, Gateway, DNS server(s)

● – if PPPoA: Login, Password, and network name(if applicable) Internal Network: Router IP address, subnet, DNS server(s)

● Physical address and Point of Contact information for each location for installation and on-site/routine maintenance access.

● Static internal IP for the iVM server to use.

● Additional Router configuration settings such as Port redirection, Port forwarding, caching DNS and others as applicable.

VoIP Customer Expectations

VoIP service overview

· VoIP allows you to make telephone calls using the Internet.

· VoIP converts the voice signal from your telephone into a digital signal that travels over the Internet then converts it back at the other end to complete the call.

With the implementation of this service we have identified some typical differences that some users may experience compared to traditional telephone service on an occasional basis.

· Some VoIP customers may hear an occasional echo of their voice during telephone calls. Echo may be caused by having a high volume level on the phone handset itself, when speaking to someone using a hands-free speakerphone, and when talking to a person on a cell phone. Typically the called party can not hear the echo.

· At times a caller may hear static as they place the call. If this happens, hang up and dial again. In most cases the static will be gone.

· A delay in dial tone coupled with a delay in ringing is another example of a VoIP difference. Traditional phone service creates a false dial tone and a false ring-back prior to actually obtaining dial tone. Traditional phone service will also send a false ring while connecting the call. VoIP service offerings work differently resulting in the perception of a delay in the dial tone and / or ring-back tone at times.

· On occasion when a call is placed, the answering party can not hear you. Please hang up and place another call. In most cases the call will go through without problem on the redialed call.

· iTelework VoIP phone service does not support Fax and/or modem calls. Please maintain existing plain old telephone (POTS) lines for this use.

Review of Common VoIP Characteristics:

· Occasional Echo, Static, and/or Garble.

· Occasional delay in ringing.

· Occasional one-way voice (person who gets call may not be able to hear you)

· Occasional dropped call.

· Inbound/Outbound Fax support is on a best effort and is not guaranteed.

FCC notice regarding E911 Services

The Federal Communications Commission (FCC) requires iTelework to explain the potential limitations of the E911 services being provided, and to obtain an acknowledgement from each subscriber and keep this acknowledgement on file.

iTelework provides E911 services to its customers in all situations, EXCEPT:

1. If the customer moves the telephone equipment to a location different from the location specified when iTelework provisioned the service. If the customer moves equipment without first notifying iTelework of the move, emergency dispatch response may be delayed or unavailable.

2. A power failure at the customer location may cause the customer’s equipment to lose power, preventing outgoing calls from completing.

3. If the customer’s Internet connection fails, outgoing calls will not be completed.

You have described your company as a purchaser of VoIP service from iTelework and as such you understand that you are responsible for and except all liability for providing e911 service to your end-users in a form that meets all FCC and governmental e911 requirements. For each line you will provide iTelework with the end-user’s business name and service address and will deliver this service to that address.

Furthermore, you release iTelework from any responsibility as a result of your company’s failure to comply with any of these requirements.

Please review this letter carefully as entering into any contract with iTelework automatically acknowledges that you have received, read and understand this information. If you have any questions regarding this letter or any aspect of your service, please contact our Help Desk at (888) 673-6683.