Exhibit 10.2
Omitted information, for which [ * ] has been substituted herein, has been
omitted pursuant to a request for confidential treatment and such information
has been filed separately with the office of the Secretary of the Securities and
Exchange Commission.
AT&T Master Agreement No.: _______________
Master Agreement Effective Date: _______________
AT&T Asynchronous Transfer Mode Service
Service Order Attachment
------------------------------------------ ----------------------------------------- ----------------------------------------
CUSTOMER Legal Name ("Customer") AT&T Corp. (or enter AT&T signing entity) AT&T Sales Contact Name
("AT&T") Primary Contact
------------------------------------------ ----------------------------------------- ----------------------------------------
Easylink Services Corp AT&T Corp. Xxxxx Xxxxxx
------------------------------------------ ----------------------------------------- ----------------------------------------
CUSTOMER Address AT&T Corp. Address and Contact AT&T Sales Contact Information
------------------------------------------ ----------------------------------------- ----------------------------------------
Street Address: 00 Xxxxxxxxxxxxx Xx 00 Xxxxxxxxx Xxxxx Xxxxxx Address 32 Avenue of Americas
City: Piscataway Xxxxxxxxxxx, Xxx Xxxxxx 00000 City: New York
State/Province NJ State/Province NY
Country: United States AtIn Master Agreement Support Team Domestic/International Zip Code: 10013
Domestic/International Zip Code: 08854 Telephone 000-000-0000
url xxxx://xx.xxxx.xxx.xxx/ Email labagley
Sales/Branch Manager: Xxxxxxx Xxxxx
Sales Strata (if applicable): Wholesale
Sales Region Northeast
------------------------------------------ ----------------------------------------- ----------------------------------------
CUSTOMER Contact AT&T Address and Contact (if signing AT&T Authorized Agent Information
entity other than AT&T Corp.) (if applicable) Primary Contact
------------------------------------------ ----------------------------------------- ----------------------------------------
Name Xxxxxx Xxxxxxxx Name
Title Vice President Agent Company Name:
Telephone: 000-000-0000 Agent Address
Fax City:
Email: xxxxxxxxx@xxxxxxxx.xxx State
Domestic/International Zip Code:
Telephone:
Fax
Email
Agent Auth Code
------------------------------------------ ----------------------------------------- ----------------------------------------
CUSTOMER Billing Address
------------------------------------------ ----------------------------------------- ----------------------------------------
Street Address: 00 Xxxxxxxxxxxxx Xx
Xxxx: Piscataway
State/Province NJ
Domestic Zip Code: 08854
------------------------------------------ ----------------------------------------- ----------------------------------------
This Service Order Attachment (and its schedules) is part of the Agreement
between AT&T and Customer referenced above.
In the event of a conflict among terms, the order of descending priority shall
be this Service Order Attachment, the Agreement's general terms and conditions,
and the AT&T Service Guide.
Customer hereby places an order for:
|X| New ATM Attachment |_| Amendment Number _ to existing ATM Attachment
Existing Attachment or contract termination:
|_| Check here and identify any AT&T ATM Attachment or other AT&T Attachment
or contract being terminated in conjunction with this order. Also specify
the Attachment No. or contract execution date. (Note: Charges may apply
as specified in the Attachment or contract being terminated.) Attachment
or contract ____________ Attachment No. or contract execution date ____
____________
================================================================================
AGREED AGREED
Easylink Services Corp AT&T Corp.
By: /s/ X. X. Xxxxxxxx By: /s/ Xxxxxxx Xxxxx
------------------------------ -------------------------------
(Authorized Signature) (Authorized Signature)
Xxxxxx X. Xxxxxxxx Xxxxxxx Xxxxx
---------------------------------- -----------------------------------
(Typed or Printed Name) (Typed or Printed Name)
Vice President General Manager
---------------------------------- -----------------------------------
(Title) (Title)
26 April 2004 26 April 2004
---------------------------------- ----------------------------------
(Date) (Date)
AT&T and Customer Proprietary
AT&T Asynchronous Transfer Mode Service
Page 1 of 3
AT&T Master Agreement No.: _______________
Master Agreement Effective Date: _______________
Omitted information, for which [ * ] has been substituted herein, has been
omitted pursuant to a request for confidential treatment and such information
has been filed separately with the office of the Secretary of the Securities and
Exchange Commission.
AT&T Asynchronous Transfer Mode Service
Service Order Attachment
1. THE SERVICE
A. AT&T will provide the following Service to Customer under this Attachment.
The service descriptions and other provisions relating to the Service will be as
set forth in this Attachment, the Agreement's general terms and conditions, and
the appropriate sections of the Service Guide. Except to the extent that
credits, waivers, discounts and stabilized prices are specified in this
Attachment, pricing for the Service will be as set forth in the Service Guide.
o AT&T Asynchronous Transfer Mode Service
2. DEFINITIONS
Capitalized terms used but not defined in this Attachment are defined elsewhere
in the Agreement.
A. "AT&T CPE" means equipment provided under this Attachment by AT&T or its
suppliers and located on Customer's premises.
B. "Effective Date" is the date on which the last party signs this Attachment.
C. "Service" means collectively all of the service components Customer orders
under this Attachment, as more fully described in the Service Guide.
D. "Service Guide" consists of the standard AT&T service descriptions, pricing
and other provisions, as revised by AT&T from time to time, relating to Service
offered under this Attachment. The Service Guide is located at
xxxx://xxx.xxx.xxx/xxx/xxxxxxxxxxxx or such other AT&T designated location.
3. TERM AND TERMINATION
A. The term of this Attachment ("Attachment Term") shall begin on the Effective
Date and continue for [36] months. After the Attachment Term, this Attachment
shall continue in effect on a month-to-month basis under the terms of the
Agreement until terminated by either party upon thirty (30) days prior written
notice. The Attachment Term may be extended by Customer for an additional
one-year period at the rates, terms and conditions then in effect under this
Attachment, provided AT&T receives Customer's written notice to extend at least
45 days prior to the last day of the original Attachment Term.
B. Customer may terminate this Attachment during the Attachment Term without
incurring a Termination Charge: (1) if Customer terminates this Attachment as
permitted for cause, or (2) if Customer replaces this Attachment with a new
Attachment with AT&T for data services: (i) having a new term equal to or
greater than the remaining term commitment under this Attachment, but not less
than [361 months, and (ii) a revenue commitment that is equal to or greater than
the total revenue commitment under this Attachment. However, in either case
Customer agrees to pay all charges incurred as of the termination date.
C. Customer may terminate this Attachment for convenience by giving AT&T at
least thirty (30) days' prior written notice and paying the applicable charges
set forth in Section 3.D.
D. In the event of a termination of this Attachment either by Customer for its
convenience or by AT&T as permitted for cause under the Agreement, then Customer
must pay: (i) all charges incurred as of the effective date of termination, (ii)
waived Port and PVC installation charges for Ports and PVCs which have not met
the applicable Minimum Retention Period as of the termination date, (iii) all
access facilities termination charges and other third party charges incurred by
AT&T due to the termination, (iv) the remaining charges associated with any AT&T
CPE, and (v) if there is a MARC under this Attachment, a Termination Charge
equal to 35% of the unsatisfied MARC for the year in which the Customer
discontinues this Attachment and 35% of the MARC for each year remaining in the
Attachment Term.
4. REVENUE COMMITMENTS
The discounts in Section 5 are based on a Minimum Annual Revenue Commitment
("MARC") under this Attachment. Customer's total undiscounted Monthly Charges
("Covered Charges") are counted towards the MARC.
--------------- ----------------------
YEAR ATM MARC
--------------- ----------------------
1 $0.00
--------------- ----------------------
2 $0.00
--------------- ----------------------
3 $0.00
--------------- ----------------------
At the end of each year of the Attachment Term, if the total
Covered Charges for that year are less than the MARC for that year, Customer
will be billed a shortfall charge equal to the difference between the MARC and
the Covered Charges, less the discount.
5. DISCOUNTS
The discounts in the table below will apply to Customer's total undiscounted
Monthly Charges ("Covered Charges") for the specified Services.
---------------- -------------
Covered Discount
Charges Applied
---------------- -------------
[*] [*]
[*] [*]
[*] [*]
---------------- -------------
[*][*] [*]
---------------- -------------
[*] [*]
---------------- -------------
[*] [*]
---------------- -------------
[*] [*]
---------------- -------------
[*] [*]
---------------- -------------
AT&T and Customer Proprietary
AT&T Asynchronous Transfer Mode Service
Page 2 of 3
AT&T Master Agreement No.: _______________
Master Agreement Effective Date: _______________
AT&T Asynchronous Transfer Mode Service
Service Order Attachment
6. CREDITS AND WAIVERS
WAIVERS (Except DSL Access Ports)
AT&T will waive the Installation Charge for any Port or PVC that remains in
service for at least [*] ("Minimum Retention Period"). Customer agrees to pay
the Installation Charge if a Port or PVC does not remain in service for the
Minimum Retention Period.
DSL ACCESS PORT WAIVER
AT&T will waive the DSL Access Port Installation Charge for any DSL Access Port
that remains in service for [*] ("Minimum Retention Period"). Customer agrees to
pay the Installation Charge if a DSL Access Port does not remain in service for
the Minimum Retention Period.
RECURRING CHARGES WAIVER
AT&T will waive Customer's discounted Covered Charges [*] of the Attachment
Term. Customer agrees to pay these waived charges if Customer terminates this
Attachment for any reason prior to the end of the Attachment Term.
7. AT&T CPE
If AT&T installs AT&T CPE on Customer's premises for the purpose of enabling
AT&T to provide the Service to Customer, Customer will have no right, title, or
interest in such AT&T CPE. Customer shall keep the AT&T CPE free from all liens,
charges, and encumbrances. Customer is liable for damage to or loss of AT&T CPE
(including damage or loss caused by force majeure events) except to the extent
caused by AT&T or its suppliers.
8. DSL Access Port
If DSL Access Port components are no longer available to AT&T on commercially
reasonable terms, AT&T may terminate Enhanced DSL Access to Frame Relay Service
provided under this Attachment, without liability, upon sixty (60) days' prior
written notice to Customer.
9. RATES
9.1 The recurring and non-recurring charges for the following AT&T ATM Services
provided under this Attachment shall be as specified in the Service Guide and
are stabilized for the Attachment Term.
o Domestic ATM, Local ATM, and Enhanced DSL Access to
FRS with a rate effective date of 10/20/2003
o International End-to-End ATM with a rate effective date of
09/20/2003
9.2 The recurring and non-recurring charges for Domestic FRS/ATM Interworking,
Local FRS/ATM Interworking, and International Service Interworking Ports and
PVCs [*] Domestic FRS, Local FRS, and International FRS, respectively, as
specified in Customer's contract agreement for Frame Relay Service, or if
Customer does not have a contract agreement for Frame Relay Service, the AT&T
Business Service Guide for Frame Relay Service.
9.3 The following charges are in lieu of the corresponding charges in the
Service Guide and are stabilized for the Attachment Term.
-------------------------- -----------------------
[*] [*]
-------------------------- -----------------------
[*] [*]
-------------------------- -----------------------
[*] [*]
-------------------------- -----------------------
AT&T and Customer Proprietary
AT&T Asynchronous Transfer Mode Service
Page 3 of 3
