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EXHIBIT 10.19
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
[SPRINT LOGO]
LATERAL EXCHANGE NETWORKS INTERCONNECTION AGREEMENT
This Agreement is made by and between Sprint Communications Company
L.P., having its principal place of business at 0000 Xxxxxx Xxxxxx Xxxxx,
Xxxxxx, Xxxxxxxx 00000-0000 (hereinafter "Sprint"), and WorldNet Access,
(hereinafter "WNA" or "Customer") having its principal place of business at
0000 X. Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.
RECITALS
WHEREAS, the parties desire to further the development of the Open
System Protocol Network Service Providers ("OSPNSPs") industry, the parties
will assist the industry in the development and implementation of standards and
interconnection protocols that will provide a basis for greater interconnection
to the public and global data network called "Internet" for the industry as a
whole;
WHEREAS, the parties in furtherance of creating greater
interconnectivity throughout the industry has established operational,
technical and administrative mechanisms to ensure fair and open communications
among OSPNSPs providing a "peer relationship" for routing data packets over
their respective networks;
WHEREAS, the parties have a requirement to exchange data traffic
between their respective networks; and
WHEREAS, the parties have a desire to interconnect their data networks
in order to enable their respective customers to communicate with each other;
NOW, THEREFORE, in consideration of the covenants set forth herein,
the parties hereby agree as follows:
DEFINITIONS
1. INTERNET SERVICE PROVIDERS. It is understood that the parties to this
Agreement provide TCP/IP or OSI public data internet working services
to the public in one or more geographic areas, also called an Internet
Service Provider (ISP).
2. SHARED MEDIA PROVIDER. A communications company such as a LEC (Local
Exchange Carrier), CAP (Competitive Access Provider) or IXC
(Inter-Exchange Carrier) that provides ATM, FR, SMDS, FDDI, OC3, T1 or
T3 style communication services.
AGREEMENTS
1. NO RESTRICTIONS IN USE. The parties agree not to restrict the use of
their respective networks based on the subject matter of the traffic,
subject only to applicable laws.
2. NO LIABILITY FOR TRAFFIC. The parties agree that they neither incur
nor present any liability to the other party, by submitting data
traffic to or accepting data traffic from the other party.
3. DELIVERY OF SERVICES. The parties agree that they will establish a
mutually acceptable schedule for the interconnection of their
respective networks.
4. PROTECTION OF TRAFFIC.
WorldNet Access - LEN IX Agreement (1 of 4) January 27, 1997
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THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
A. NO WIRETAPPING. No ISP shall monitor or capture the contents of
any data or other traffic which transit a/Sprint Interconnect
Exchange. No ISP can wiretap the infrastructure to examine any data
unless an appropriate legal court order is in force. No statistical
information itemized by ISP, by company, or by IP address can be
supplied to any third party under any circumstances.
B. AGGREGATED STATISTICS. Aggregated interface statistics on shared
media or other packet switch media/transmission is available to
export as long as it is not broken down by ISP. This aggregated
statistical information can be made available to third parties but not
unilaterally by the shared media provider or either party. Release of
these statistics will occur only upon the mutual agreement of the
parties.
C. ORGANIZATIONAL AVAILABILITY. Any organization which is a
customer of an ISP has the right to request from that ISP that its
statistical information be made available to it on whatever basis and
in whatever detail it desires for its own internal uses.
5. PHYSICAL CONNECTION.
A. CIRCUIT. Each party will provide a connection at its own
expense, from a location of its choice to an interconnection service
provided by MFS, MAE-E, MAE-W or the Sprint NAP.
B. EQUIPMENT. Each party will provide circuit termination and
packet switching equipment at its end of the circuit, at its own
expense, terminating with an interface appropriate to the exchange
medium, which interface may be changed from time to time as the
parties agree.
C. NETWORK OPERATIONS. Each party will, at its own expense and on a
best efforts basis, provide Network Operations Center ("NOC") support
in cooperation with the other so as to maintain the smooth operation
of internetwork service.
D. MULTIPLE CONNECTIONS. Each party may choose to connect at more
than one location.
6. LIABILITY. Neither party shall be liable to the other, except as
stated in the next paragraph herein, for any loss, damage, liability,
claim or expense arising out of or in relation to this agreement,
however caused, whether grounded in contract, tort (including
negligence) or strict liability. In no event shall either party be
liable for any incidental or consequential damages arising out of or
in relation to this agreement.
7. INDEMNITY. Each party shall indemnify and hold the other party
harmless from and against any loss, damage, liability, claim or
expense, whether actual or alleged, which results from a claim or
claims asserted by unrelated third parties concerning an action or
omission of such party with respect to its actions under this
Agreement. Each party's maximum liability under this provision shall
not exceed $50,000 in the aggregate for all claims, losses, expenses
or damages.
8. INSURANCE. Each party is responsible for assessing its own need for
property, casualty and liability insurance each shall obtain such
insurance as each sees fit. Each party shall bear the risk of loss to
its own equipment and agrees not to make any claims against the other
for any property loss or assign that right to any third party.
9. CONFIDENTIAL INFORMATION. No confidential or proprietary information
is protected or implied by this Agreement, and the parties are not
responsible to one another for any confidential information which may
be inadvertently transmitted over the networks.
10. SPECIAL ISSUES.
A. CONNECTION SPEED. Customer and Sprint will connect their
respective networks at a minimum of DS-3 at MAE-East, MAE-West, NY NAP
and Palo Alto Internet Exchange.
B. CHARGES. By agreeing to become a Lateral Exchange Network,
Customer will pay Sprint a Monthly Recurring charge of (*) and a
non-recurring set up fee of (*)
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C. JOINT PRESS RELEASE. Any announcement of this Agreement must
be mutually agreed upon by both parties including the wording of any
announcement to third parties/press, the press release(s) and the
timing of the press release(s).
D. REGULATORY APPROVAL. The parties acknowledge that this
Agreement, and any or all of the terms hereof, may become subject to
regulatory approval by various local, state or federal agencies.
Should such approval be required from time to time, or at any time,
the parties shall cooperate, to the extent reasonable and lawful, in
providing such information as is necessary to complete any required
filing. Notwithstanding the above, Section 4 "Protection of Traffic"
shall remain in full force and effect.
E. NETWORK OPERATIONS. The parties agree to define operating
procedures for providing reliable service to the customers of each
party, and for resolving customer difficulties encountered on the
interconnected services. Each party will use its best efforts to
repair any reported and actual outages within four (4) hours of notice
of any outage.
F. PERFORMANCE EXPECTATIONS. Sprint will provide connectivity at
the Network/IP level only. Connectivity is defined as: The ability of
the Sprint NOC to ICMP Ping across the physical media of the exchange
point service provider to the other party's exchange point resident
router's interface.
Physical layer (FDDI, LAN, ATM, etc.) connectivity to the exchange
point is the independent responsibility of each party and the exchange
point service provider.
G. EACH PARTY'S SERVICE FEES. Each party will independently
establish the charges to its customers for the services provided under
this Agreement.
H. FORCE MAJEURE.
(1) Neither party shall be responsible for delay in performance of
support services hereunder due to any occurrence commonly known as
force majeure, including without limitation, acts of God, any
governmental body (de jure or de facto) or public enemy, riots,
embargoes, strikes or other concerted acts of workmen (whether of the
parties or others), casualties or accidents, deliveries or
transportation and shortage of cars, trucks, fuel, power, labor or
materials, or any other causes, circumstances or contingencies within
or without the United States of America, whether of a similar or
dissimilar nature to the foregoing, beyond the parties control, which
prevent or hinder the performance by the parties of any of its
obligations hereunder.
(2) The parties shall give each other notice in the event of any one
or more of the foregoing occurrences. Upon such notice, the parties
may cancel or delay performance hereunder for so long as such
performance is delayed by such occurrence or occurrences and in such
event the parties shall have no liability to each other.
H. RELATIONSHIP OF THE PARTIES. This Agreement does not establish
a partnership or joint venture between Sprint and WorldNet Access.
11. TERM AND TERMINATION. The duration of this Agreement is for one (1)
year and may be extended as the parties agree. A party may terminate
its responsibilities under this Agreement by giving the other party
sixty (60) prior written notice, or other notice period by mutual
agreement of the parties.
12. ASSIGNMENT. Either party may transfer or assign its rights or
obligations under this Agreement or transfer by way of merger,
consolidation, sale of all or substantially all of its assets without
the prior written consent of the other party, and
13. SEVERABILITY. If any provision of this Agreement is held by a court of
competent jurisdiction contrary to law, the remaining provisions of
this Agreement will remain in full force and effect.
14. NON-EXCLUSIVITY. Nothing in this Agreement shall be construed to
prohibit or restrain the entry by either party into any separate
contract or agreement with any other Participant or third party on any
terms. Other than those contained explicitly in this Agreement, no
representations are made by or among the parties. No agency status is
created among the parties.
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15. NO THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement
shall be deemed to confer any rights in any party not a signatory to
this Agreement.
16. ENTIRE AGREEMENT. This Agreement represents the complete Agreement and
understanding of the parties with respect to the subject matter herein,
and supersedes any other agreement or understanding, written or oral.
This Agreement may be modified only in writing signed by both parties.
17. DISPUTES. Any dispute arising out of or relating to this Agreement
that is not resolved within 30 days after notice of the dispute is
given shall be finally settled by arbitration conducted expeditiously
in accordance with the rules of the American Arbitration Association.
The arbitration shall be governed by the United States Arbitration Act,
9 U.S.C. Section 1, et seq., and judgment upon the award rendered by
the arbitrator(s) may be entered by any court with jurisdiction. The
location of the arbitration shall be the Kansas City, Missouri
metropolitan area. The arbitrators are not empowered to award damages
in excess of compensatory damages, and each party waives any damages in
excess of compensatory damage.
18. CONNECTIVITY TO EXCHANGE POINTS. The parties reserve the right to add,
move or change the interconnection points at which they are present by
giving the other party sixty (60) days prior written notice of such
change, or other notice period by mutual agreement of the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized respective representatives as of the last date set forth
below:
ACCEPTED AND AGREED TO:
SPRINT COMMUNICATIONS COMPANY L.P. WORLDNET ACCESS
/s/ XXXX XXXX /s/ XXXXX XXXXXXXX
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Authorized Signature Authorized Signature
Xxxx Xxxx, Regional Director Xxxxx XxXxxxxx
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Name and Title (Please type or print) Name and Title (Please type or print)
2/3/97 1/29/97
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Date Date
WorldNet Access - LEN IX Agreement (4 of 4) January 27, 1997
