TELEDIREK - LOA.pdf

PETITION submitted by DOJ

LOA

2014-03-14

This document pretains to ITC-214-20120801-00193 for International Global Resale Authority on a International Telecommunications filing.

IBFS_ITC2142012080100193_1039420

Letter of Agreement with Teledirek Global Corp., 03—Mar—14 March 03, 2014 David Heyman Assistant Secretaryfor Policy Office of Policy U.S. Department of Homeland Security 3801 Nebraska Avenue NW Washington, DC 20016 IP—FCC@hq.dhs.gov Mr. John Carlin Acting Assistant Attorney General National Security Division US DepartmentofJustice 950 Pennsylvania Avenue, NW Washington, DC 20530 ttelecom@usdo}.gov Re: Teledirek Global Corporation‘s application for Section 214 authority in accordance with section 63.24 of the Federal Communication Commission‘s rules (ITC—214— 20120801—00193). Dear Mr. Heyman: Teledirek Global Corporation (Teledirek) is a Florida—based telecommunications company applying for new Federal Communications Commission (FCC) authority to provide facilities—based and resale services to all international points. Charles Eveillard, Teledirek‘s President and Chief Technology Officer, and Paul Mentor, Teledirek‘s Chief Executive Officer and Chief Financial Officer, each own 50 percent of Teledirek. This Letter outlines the commitments made by Teledirek to the U.S. Department of Homeland Security (DHS) and the U.S. Department ofJustice (DOJ) (collectively, the USG Parties), in order to address national security, lawenforcement, and public safety concerns raised with regard to Teledirek‘s application with the FCC. Through this Letter of Assurances, the USG Parties seek to ensure that the public interest continues to be served by the grant ofthis Section 214 authority to Teledirek. Teledirek herebyagrees to the following terms: Mutually Agreed Upon Accounting Standard: Teledirek will maintain its financial books and records in a manner that complies with Generally Accepted Accounting Principles (GAAP). Changes in Ownership or Control: (a) Teledirek certifies that Charles Eveillard and Paul Mentor are the sole owners of Teledirek, and that no other party holds an ownership interest in Teledirek. \ m

Letter of Agreement with Teledirek Global Corp., 03—Mar—14 (b) Teledirek will inform the USG Parties within thirty (30) days ofany change in the ownership of Teledirek, including the names ofthe businesses or personally identifiable information ofthe individuals associated with the change in ownership and the change in the percentage amount of ownership. Teledirek will also inform the USG Parties of anychange in ownership or control of Teledirek resulting in a change ofa passive investor to an active one. Teledirek further agrees to negotiate in good faith with the USG Parties to resolve any nationalsecurity, lawenforcement, or public safety concerns the USG Parties may raise with respect to changes in Teledirek‘s ownership structure. Access to Information and Facilities: Teledirek, and any owner ofTeledirek, shall permit the USG Parties and such other U.S. Government agencyrepresentatives as the USG Parties may designate, toinspect books and records, equipment, servers, and facilities and premises owned or leased by Teledirek Communications or any ownerof Teledirek, to the extent business relating to Teledirek‘s FCC—licensed activity takes place at such location/s. Ordinarily, the USG Parties will provide Teledirek with fourteen (14) days advance notice, but in extraordinary circumstances Teledirek shall afford the USG Parties such access during normal business hours with or without advance notice. Access to Personnel: Teledirek, and any owner of Teledirek, shall permit the USG Parties, and such other U.S. Government agencyrepresentative as the USG Parties may designate, to conduct confidential interviews of owners, ownership groups, employees, or contractors of Teledirek concerning compliance with this letter of agreement and any other law enforcement concerns. Initial Audit Requirement: No later than one year after the execution ofthis Letter, Teledirek will retain and payfor a neutral third party GAAP audit of Teledirek‘s financial books and records, including its corporate bank accounts. Within sixty (60) days from the execution of this Letter, Teledirck shall provide notice of the proposed auditor, and the USG Parties shall have an opportunity to object to the selection ofthe auditor within sixty (60) days of receipt of such notification. Once a third party auditor has been mutually—agreed, the USG Parties shall be consulted on the audit terms and Teledirek will reasonablyaddress any concerns raised bythe USG Parties. Teledirek shall ensure that all reports generated by the third party auditor are promptly provided to the USG Parties. Teledirek agreesto negotiate in good faith with the USG Parties to resolve anynational security, lawenforcement, or public safety concerns the USG Parties may raise with respect to the results of the initial third party audit. The USG Parties shall be granted the right to exclusively meet with the auditorat anytime, upon request ofthe USG Partics. Subsequent Audit Requirement: Following the initial audit, at the USG Parties® request, but not more often than once per year, Teledirek shall retain and pay for subsequent neutral third party GAAPaudits of Teledirek‘s financial books and records, including its corporate bank accounts, Within sixty (60) days from the date of any such request from the USG Parties, Teledirck shall provide notice of the initial proposed auditor, and the USG Parties shall have an opportunity to object to the selection ofthe auditor within sixty (60) days of receipt of such notification. Once a third party auditor has been mutually—agreed, the USG Parties shall be consulted on the audit terms and Teledirek will reasonably address any concerns raised by the USG Parties. In the event an auditor not previously approved by the USG Parties is proposed for a subsequent annual audit, Teledirek agrees to follow the same procedures set forth above.

Letter of Agreement with Teledirek Global Corp., 03—Mar—14 Teledirek shall ensure that all reports generated by a third party auditor are promptly provided to the USG Parties. Teledirek agrees to negotiate in good faith with the USG Parties to resolve any national security, law enforcement, or public safety concerns the USG Parties may raise with respect to the results ofa third party audit. The USG Parties shall be granted the right to exclusively meet with the auditors at any time, upon request ofthe USG Parties. Notice of Termination of Accounts: Teledirek agrees to notify the USG Parties within thirty (30) days of anytermination of accounts in the name of Teledirek or any ofits owners by a financial institution and the reason given by the financial institution for such termination. Teledirek also agrees to inform the USG Parties if it terminates orinitiates any relationships with a financial institution and provide additional information regarding such relationships as requested bythe USG Parties. Notice of Enforcement Actions: Teledirek and its owners certify that they are not currently the subject of enforcement action or inquiry by any State, local, or Federal law enforcement or regulatory agency, and that neitheris a party to any lawsuit alleging fraud or misrepresentation in any jurisdiction. Teledirek and its owners agree to notify the USG Parties within thirty (30) days of being served notice ofcivil, criminal, or regulatory/administrative enforcement action or inquiry, or receipt of such a lawsuit. Communication: All notices to be provided to the USG Parties shall be directed to: Shawn Cooley Director, Foreign Investment Risk Management Office of Policy U.S. Department of Homeland Security 3801 Nebraska Avenue NW Washington, D.C. 20016 Email: IP—FCC@hq.dhs.gov Phone: 202—282—8489 Richard Sofield Director Foreign Investment Review Staff National Security Division U.S. Department of Justice 600 E. Street, NW Washington, DC 20530 Email: ttelecom@usdoj.gov Phone: 202—233—0702 All notices to be provided to Teledirek shall be directed to: Charles Eveillard, President; 2024 Hollywood Blvd Second Floor Hollywood FL, 33020; patrick@teledirekglobal.com; (954) 416—3501; 786.443.0300 #\

Letter of Agreement with Teledirek Global Corp., 03—Mar—14 Teledirek agrees that, in the event of a breach by Teledirek of the commitments setforth in this letter, in addition to any other remedy available at law or equity, the USG Parties may request that the FCC modify, condition, revoke, cancel, or render null and void any relevant license, permit, or other authorization granted by the FCC to Teledirek or any successors—in— interest. Nothing herein shall be construed to be a waiver by Teledirek of, or limitation on, its right to oppose or comment on any such request. Nothing in thisletteris intended to excuse Teledirek from its obligations to comply with anyand all applicable legal requirements and obligations, including any and all applicable statutes, regulations, requirements, or orders. Teledirek understands that, upon execution ofthis letter by an authorized representative or attorney for Teledirek, the USG Parties shall notify the FCC thatit has no objection to the FCC‘s grant of Teledirek‘s application. Sincerely. Paul Mentor, Teledirek Glo


Document Created: 2014-03-14 06:15:36
Document Modified: 2014-03-14 06:15:36
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