NORTH AMERICAN CELLULAR NETWORK
SERVICES AGREEMENT
This North American Cellular Network Services Agreement ("Agreement") is
entered into this 26th day of August, 1992, by and between North American
Cellular Network, Inc., a Washington corporation ("NACN"), and Xxxxxx Cellular,
Inc., an Oklahoma Corporation ("Carrier") d/b/a/ Cellular One of Enid; Cellular
One of Xxxxxxxx.
In consideration of the promises and warranties made and obligations
exchanged between the parties according to the term and provisions of this
Agreement, the parties agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms have the
meaning set forth below.
AUTONOMOUS The signalling services provided by the NACN
CALL DELIVERY Network by which Carrier's MSC(s) are instructed to
SERVICES: deliver calls directed to the cellular subscriber
while roaming in any Visited System which is a party
to an NACN Services Agreement. Actual delivery of the
voice transmission is NOT included within Call Delivery.
CARRIER AREA The area of cellular radio coverage within
OR MARKET: which all cell sites broadcast a SID which matches the SID
programmed into the Carrier Subscriber Station (cellular
telephone). Carrier's Market is more specifically described
in Exhibit A.
CUSTOMER The signalling services provided by the NACN
VALIDATION: Network by which a Roaming Subscriber becomes listed as
being present in a Carrier Area and by which that
Subscriber's financial accountability is established.
This also includes the process of establishing a
Subscriber's entitlement to have the NACN Subscriber
Features activated on the NACN Network.
HOME SYSTEM: The system which is transmitting a SID which is recognized
by the Cellular Subscriber Station as the Home SID and in
which the Subscriber receives service under agreement with
the Carrier.
MSC OR MOBILE The configuration of switching and related
SWITCHING telecommunications equipment designed to provide
CENTER: radio telephone service to Subscriber operating in
accordance with EIA/TIA-553 "Cellular System Mobile
Station - Land Station Compatibility Specification,"
September 1989, or any successor documents directly
descended therefrom.
NACN COVERAGE The area consisting of the combined Carrier
AREA: Area defined in all NACN Services Agreements.
NACN The feature set which is identified in the
SUBSCRIBER Standard Customer Interface attached hereto as
FEATURES: Exhibit "C", and as may be updated from time to time
pursuant to this Agreement
NACN SYSTEM A data-only network based on ANSI standard SS7
OR NETWORK: signalling protocol that allows for Autonomous Call
Delivery, Customer Validation, and NACN Subscriber Feature
profile transfer. The NACN Network comprises
hardware/software, transmission links, physical or
intangible properties or rights possessed by NACN and all
other facilities or instrumentalities utilized in providing
the NACN Services. This includes, but is not limited to,
the NACN STPs, leased rights to the SS7 network, certain
links to Carrier MSC, links to the SS7 network, etc.
ROAMING A cellular subscriber whose Cellular Subscriber
SUBSCRIBER: Station has left its Home System and is present within a
Visited System.
-2-
VISITED A system which is transmitting a SID which is
SYSTEM: not recognized by the Cellular Subscriber Station as the
Home SID.
SIGNAL An SS7 compatible switching facility which
TRANSFER functions as Point the first point of concentration of SS7
POINT OR STP: signalling messages.
2. NACN SERVICES.
A. NACN agrees to provide, and Carrier agrees to accept, the following
services:
(1) Autonomous Customer Validation for Carrier's Roaming Subscribers
throughout the NACN Coverage Area and for subscribers of other
Carriers which are parties to an NACN Services Agreement while
roaming within Carrier's Market.
(2) Autonomous Call Delivery throughout the NACN Coverage Area,
unless a subscriber initiates the Roaming Do Not Disturb feature
when roaming.
(3) NACN Subscriber Features to roaming subscribers throughout the
NACN Coverage Area, provided that delivery of each subscriber
feature shall be limited to those approved for subscriber by the
Home System.
B. The parties understand that NACN provides only the signalling portion
of the above-listed communications via the NACN Network. The NACN
Network allows for customer validation, call delivery and NACN
Subscriber Features transfer instructions to be provided to Home
Systems and Visited Systems. Home Systems will initiate the
transmission of voice communications to their Roaming Subscribers
according to routes determined by Carrier or Carrier's subscriber.
Visited Systems will similarly initiate transmission of voice
communications by Roaming Subscribers according to routes determined
by Carrier or the Roaming Subscriber.
-3-
C. NACN shall operate a 24-hour-a-day, 7-day-a-week trouble line [(206)
828-8098] which will be available to specified, authorized technical
staff of Carrier in order to advise regarding technical
specifications, network interference, and feature service availability
and standards.
D. NACN will provide all software, hardware, and transmission links
necessary to operate the NACN Network beginning at the NACN STP and
linking all STPs in the NACN network. The precise point of
demarkation between NACN and Carrier property is as described on
Exhibit 'B'. Such hardware/software or transmission links may be
purchased or leased by NACN at its sole discretion, and shall be
operated and maintained in a manner which provides efficient,
highquality services and which minimizes outages.
3. CARRIER RESPONSIBILITIES AND COVENANTS.
A. Carrier covenants that during the term of this Agreement it shall
continuously provide the hardware, software, and transmission links
required under this Agreement, and shall at all times remain in
compliance with each of the technical, service, and feature standards
established by NACN hereunder for participation in the NACN Network
and use of NACN Services, as modified by NACN from time to time
pursuant to this Agreement. Carrier acknowledges that its performance
of each of these obligations and compliance with such standards is
necessary for the efficient operation of the NACN Network and for use
of NACN Services by other carriers.
B. Carrier shall provide all software, including IS-41 Rev A, as updated
from time to time, all hardware which must be installed at Carrier's
MSC(s), and all transmission facilities between its MSC(s) and the
nearest pair of NACN STPs necessary for Carrier to transmit and
receive IS-41 messages in conformity with NACN's specifications
established hereunder.
C. All software, hardware and transmission facilities provided by Carrier
shall at all times be operated and
-4-
maintained to provide the most efficient level of service technically
feasible and to minimize transmission errors and service
interruptions. Carrier specifically agrees that all software,
hardware and transmission facilities provided by Carrier shall at
all times remain in compliance with all technical specifications
and standards adopted and promulgated by NACN from time to time
pursuant to this Agreement, and shall not interfere with the
operation of the NACN Network or the delivery of NACN Services to
other carriers.
D. Carrier shall, at its option, market NACN services to its subscribers.
If so marketed, Carrier shall do so at its sole costs and in
accordance with its own business and marketing judgment. Carrier and
NACN shall not discuss or agree upon the price, if any, charged by
Carrier to Carrier's subscribers for the services provided by NACN
under this Agreement. Carrier covenants that NACN shall remain the
exclusive provider to Carrier of Autonomous Customer Validation,
Autonomous Call Delivery and NACN Subscriber Feature services for the
term of this Agreement, and that Carrier shall not offer any other
entity the right to offer such services on an equal access or
presubscription basis except as may hereafter be specifically required
by law.
E. If necessary for the maintenance of the NACN Network, Carrier shall
provide NACN access to its MSC(s), so long as NACN gives reasonable
prior notice and is accompanied by an authorized technical
representation of Carrier.
F. Carrier agrees to accept from and transmit to all carriers
participating in the NACN Network all IS-41 messages necessary for
operation of the NACN Network and provision of Autonomous Customer
Validation, Autonomous Call Delivery and NACN Subscriber Feature
services in compliance with technical specifications adopted and
promulgated by NACN from time to time pursuant to this Agreement.
NACN warrants that all carriers participating in the NACN Network will
be required to make this covenant.
-5-
G. Carrier agrees to offer to its subscribers the "NACN Standard Customer
Interface", attached as Exhibit "C", which includes specifications for
feature codes, dialing plans, system tones and recordings, as may be
updated from time to time by NACN.
H. Carrier agrees to adhere to NACN Standard Call Barring Restrictions,
attached as Exhibit "D", as may be updated from time to time by NACN.
I. Carrier agrees to pay for NACN Network Services, under the fee
schedule set forth in this Agreement, within 15 days of receiving each
of NACN's invoices.
J. All terms and conditions related to the provision of automatic roaming
services among Carrier and other parties to an NACN Services Agreement
shall be governed by the existing agreement between those carriers
unless superseded by this Agreement, and NACN shall not, by reason of
providing the services specified in this Agreement, require or cause a
breach of such roaming agreement(s).
K. Carrier agrees to maintain in good standing all FCC and state licenses
or permits required for Carrier's operation of its system as a
cellular telecommunications provider.
4. MODIFICATION OF SERVICES. Carrier understands and agrees that NACN may
modify or upgrade the operation of the NACN Network, and the NACN Services
provided thereunder, or make changes to the Standard Customer Interface,
Standard Call Barring Restrictions, and other technical standards and
specifications during the term of this Agreement, so long as such
modification or upgrade is provided to all carriers participating in the
NACN Network. Any cost of making modifications necessary at the NACN STP
or between NACN STPs shall be at the sole cost and expense of NACN. Any
such modifications or other reconfigurations at the MSC or for facilities
linking the MSC to the STPs shall be at the sole cost and expense of
Carrier.
-6-
5. NACN RIGHT TO TERMINATE OR WITHHOLD SERVICES. Carrier agrees that, in
addition to the remedies for breach provided for in this Agreement, NACN
shall have the right, at its discretion, to terminate provision of service
to Carrier, or to suspend or withhold service to Carrier, for any or all of
the following reasons:
A. TECHNICAL NON-COMPLIANCE: Carrier's failure to comply with any of the
technical standards or specifications established by NACN hereunder
for participation in the NACN Network and use of NACN Services,
including IS-41 Rev A and subsequent revisions, as modified by NACN
from time to time pursuant to this Agreement.
B. NETWORK INTERFERENCE. Carrier's operation of its software, hardware
or transmission facilities in a manner which causes unreasonable
service disruption or interference with the NACN Network or the
network or services of any other carrier participating in the NACN.
C. SERVICE OR FEATURE NON-COMPLIANCE: Carrier's failure to adhere to the
NACN Standard Customer Interface or the NACN Standardized Call Barring
Restrictions.
NACN shall provide reasonable prior notice of termination, suspension or
withholding of service to Carrier under this Section, at no time less than
twelve (12) hours, and shall cooperate with Carrier in attempting to cure
any such technical, service or feature non-compliance or network
interference. NACN will not terminate services under this Section unless
Carrier fails to make prompt and reasonable efforts to cure any
non-compliance or interference, or unless such non-compliance or
interference is unreasonably repeated or would prevent NACN from providing
services to other carriers participating in the NACN Network.
6. FINANCIAL RECORDS. NACN shall keep accounts and complete books and records
with respect to NACN's business in accordance with generally accepted
accounting principals consistently applied, showing all financial records
necessary and appropriate to recording NACN's financial status.
-7-
The fiscal year of NACN shall be the calendar year unless otherwise
designated by the NACN Board of Directors.
Within 90 days after the end of each fiscal year, there shall be prepared
by NACN and delivered to each Carrier a financial statement which shall
include a balance sheet, a statement of operations, and cashflow statement,
together with all supporting schedules. The annual statements shall be
certified by an independent accounting firm chosen by NACN.
7. FEES. For all services provided by NACN under this Agreement, Carrier
shall be charged a monthly fee equal to 12 CENTS times the number of active
subscribers in Carrier's system ("Subscriber Count") as of the last day of
the Carrier's billing period ("Billing Month"). NACN shall invoice Carrier
for this amount no later than the 15th day of each month. This amount
shall be paid by Carrier within 15 days of receiving invoice without
deductions or offset of any sort whatsoever. Any payments not received by
NACN by the due date shall accrue interest at the rate of 12% per annum
until paid in full. Carrier agrees to instruct its billing service
provider to provide NACN with verification of the Subscriber Count each
month, which verification shall be received by NACN no more than 5 days
after the end of Carrier's Billing Month.
If the Subscriber Count is not received from Carrier in this time frame,
NACN shall use the Carrier's previous months' Subscriber Count plus 5% for
payment calculation. If Carrier disputes the calculation of the amount
due, Carrier shall pay all undisputed amounts on or before the due date and
shall, on or before the due date, submit a written statement setting forth
the basis for its dispute of the remainder. NACN and Carrier shall make
good faith efforts to resolve the dispute within 20 days of receipt of
Carrier's written statement. If the dispute is not resolved by that date,
the disputed amount shall be paid into a trust fund with
_______________________, and the matter shall be submitted to pending
arbitration. The fees charged by Carrier to its subscribers for services,
whether provided pursuant to this Agreement or otherwise, shall be
established independently by Carrier and without consultation with or
restriction of any sort by NACN.
-8-
Rates for NACN Services may be modified by NACN upon 30 days' notice, not
more than once in any twelve-month period, with the earliest such
modification effective no earlier than May 1,1993. Rates may be modified
only as necessary to reflect changes in the financial position of NACN such
that revenues generated by such rates will not exceed all expenses and
costs in any way incurred by or on behalf of NACN in building, maintaining,
and operating the NACN Network and in providing the NACN Services.
8. TERM/TERMINATION. This Agreement shall run for an initial term of three
years, commencing on the date of this Agreement. It shall automatically
renew for additional successive terms of two years each, unless either
party gives the other party written notice of its intent not to renew at
least 90 days prior to the termination of the then-current term.
In addition, either party may terminate its rights and obligations under
this Agreement (except those which specifically survive termination) for
any of the following reasons:
A. Upon breach of the other party which is not cured or for which cure is
not reasonably commenced within 30 days after notice of claimed
breach;
B. Immediately by either party, after reasonable prior notice, if the
other party's operations materially and unreasonably interfere with
its operations and such interference is not eliminated within 10 days;
C. By NACN in accordance with the provisions of Section 5 of this
Agreement;
D. By either party, in accordance with the provision of Section 10 of
this Agreement.
Upon termination of this Agreement, for any reason whatsoever, or as a
result of the expiration of its term, Carrier at its sole expense shall
forward a notice to all Carrier's subscribers stating the following:
"Previously, you were provided a national call delivery service by North
American Cellular Network, Incorporated. ("Carrier") has decided not
-9-
to continue the use of this service. If you have any questions pertaining
to this notice, please call "Customer Care."
9. MAINTENANCE, REPAIR AND OWNERSHIP. NACN shall have sole right, obligation,
and authority to maintain, repair or upgrade the NACN Network and all
components thereof, all of which are and remain the sole property (whether
by purchase or lease or otherwise) of NACN.
Carrier shall have sole right, obligation and authority to maintain, repair
or upgrade the Carrier's System, MSC and any transmission links between the
MSC and the nearest pair of NACN STPs, all of which are and remain the sole
property (whether by purchase or lease or otherwise) of Carrier.
10. SERVICE INTERRUPTION. The parties agree and acknowledge that cellular
telephone system operations are complex and that service interruptions may
be unavoidable. NACN and Carrier shall use their best efforts to avoid
unnecessary service interruption, and, where required, to work with each
other to schedule necessary service interruptions so as to minimize
disruptions to customers. In the event of any service interruption, the
parties agree to make all reasonable efforts to restore full service at the
earliest possible time. The occurrence of unnecessary interruptions of a
sustained and commercially unreasonable nature shall give either party the
right to terminate this Agreement under Section 8 above.
11. REPRESENTATIONS, WARRANTIES AND COVENANTS. Each party hereby represents
and warrants and covenants to the other, which representations, warranties
and covenants shall survive the execution of this Agreement, as follows:
A. It is duly organized and validly existing under the laws of the
jurisdiction of its organization;
B. It has full power and authority to execute and perform this Agreement;
C. The execution, delivery, and performance of this Agreement has been
duly authorized by all necessary
-10-
action on its part and is binding and enforceable against it;
D. The execution, delivery, and performance of this Agreement will not
conflict with, result in a breach of, or cause a default under, with
or without the giving of notice or the passage of time, or both, its
organization agreements, or any material agreement or instrument to
which it is a party or by which it or any of its property is bound,
nor will it conflict with or violate any statute, law, rule,
regulation, order, decree, license, permit or judgment of any court or
governmental authority which is binding upon it or its property;
E. There are no actions, suits or proceedings pending against it, or to
its knowledge threatened against it, which might have a materially
adverse effect upon its business, operations or financial condition or
its ability to perform its obligations under this Agreement; and
F. During the term of this Agreement each party shall (a) maintain in
full force and effect all necessary federal, state and local
regulatory agency authorizations; (b) timely file all requests for
renewals or replacements thereof; (c) supply all such agencies with
all other required information, which relate to the operation of its
facilities; (d) cooperate fully with the other party in maintenance,
renewal and replacement of all such necessary federal, state and local
regulatory authorizations; (e) provide to the other party all
necessary information and execute any and all documents necessary to
accomplish the same; and (f) observe and comply with all laws, rules,
regulations, ordinances, codes, orders, licenses and permits relating
to its properties or applicable to its business.
12. LIMITATION OF LIABILITY.
A. FORCE MAJEURE. Neither of the parties hereto will be liable for
nonperformance or defective or late performance of any of its
obligations hereunder to the extent and for such periods of time as
such
-11-
nonperformance, defective performance or late performance is due
to reasons outside such party's control, including, without
limitation, acts of God, war (declared or undeclared), acts (including
failure to act) of any governmental authority, riots, revolutions,
fire, floods, explosions, sabotage, nuclear incidents, lightning,
weather, earthquakes, storms, sinkholes, epidemics, strikes, or delays
of suppliers or subcontractors for the same causes, provided that
prompt and thorough efforts are made by the party to cure any
noncompliance, interference or outage resulting from such cause.
Neither party shall be required to settle any labor dispute in any
manner which is deemed by that party to be less than totally
advantageous, in that party's sole discretion.
B. EXCULPATION OF NACN. Notwithstanding any other provision of this
Agreement, NACN shall not be liable for any failure or delay in its
performance hereunder, or for any performance which is substandard or
not in compliance with technical standards or specifications, except
where such failure, delay or substandard performance is the result of
intentionally wrongful acts or gross negligence on the part of NACN.
In the event of such intentionally wrongful or grossly negligent acts
or omissions by NACN, NACN's liability to Carrier shall be limited to
the amount of any services fees paid by Carrier pursuant to this
Agreement for the period of such default.
C. NO CONSEQUENTIAL OR SPECIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO
THE OTHER FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES
TO THE OTHER PARTY, ITS PROPERTY, OR ANY SUBSCRIBER OR CUSTOMER OF THE
OTHER PARTY, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE TO OR LOSS OF
REVENUES, BUSINESS OR GOODWILL, SUFFERED BY ANY PERSON OR ENTITY FOR
ANY FAILURE OF PERFORMANCE HEREUNDER
Approved: CARRIER's Initials _____ NACN's Initials _____
13. CONFIDENTIALITY/PROPRIETARY INFORMATION. Each of the parties hereto hereby
covenants and agrees that, during the Term of this Agreement and
thereafter, neither it, nor any of its employees, agents, officers or
directors, will at any time
-12-
make use of, divulge or disclose to any person, firm or corporation any
trade secrets or confidential or proprietary information about the other
party, its business, financial condition, operations or otherwise
(including, without limitation, any information concerning the other
party's subscribers, their names, addresses, or telephone numbers),
whatever the source of such confidential or proprietary information.
Specifically, and without limitation, Carrier acknowledges that all
operational user's guides, manuals, computer application programs,
written procedures or other systems documentation furnished to it by
NACN is the sole property and proprietary information of NACN. This
confidentiality agreement shall not apply to information which is in the
public domain through no act of the party desiring to disclose.
Information contained in documents shall be considered confidential or
proprietary if it relates to information described above or the content
and context of the information is indicative of a desire to maintain
confidentiality, whether or not the document is specifically marked
"confidential" or proprietary. Each party agrees that such confidential
or proprietary information concerning the other party shall only be
divulged or disclosed to its employees who have a valid business reason
to know such information and then only to the extent required for the
performance of such employee's duties.
Nothing herein shall restrict the right of any party to disclose
confidential or proprietary information which is ordered to be disclosed
pursuant to judicial or other lawful governmental action, but only to the
extent so ordered, or as otherwise required by applicable law or
regulation. If either party is served with process to obtain any
confidential or proprietary information or subscriber records of the other
party, that party shall immediately notify the other party and permit the
other party to conduct the defense against disclosure.
Upon termination of this Agreement, each party shall return to the other
all confidential and proprietary information concerning the other which
exists in written form.
Each of the parties acknowledges and confirms that any failure on its part
to adhere strictly to the terms and conditions of
-13-
this paragraph is likely to cause substantial and irreparable injury to
the other party. Accordingly, each party confirms and agrees that, in
addition to all other remedies to which the other party may be entitled
under this Agreement or at law or in equity, the other party shall be
entitled to specific performance and other equitable relief, including
temporary and permanent injunctive relief to enforce the provisions of
this paragraph.
14. TITLE OF SOFTWARE. The Services provided hereunder may require the use of
computer software developed by NACN ("NACN Software"). Carrier agrees to
execute a License Agreement with NACN if such NACN Software is used by
Carrier. Title to any such NACN Software shall remain with NACN, and shall
not pass to Carrier. No licenses, expressed or implied, under any patents,
copyrights, trademarks or other proprietary rights are granted to Carrier
under this Agreement.
15. TITLE OF EQUIPMENT. The parties agree and acknowledge that all equipment
supplied to either from time to time for the provision of the Services
shall be and remain the property of the supplying party. Both parties
agree to take reasonable steps to maintain all such equipment in good
repair and to keep such equipment free and clear of any and all liens and
encumbrances. The parties further agree that, upon termination of this
Agreement, they will return at their cost all such equipment to the
supplying party. Each party shall be responsible for loss or damage to
such equipment while the equipment is in their respective possession or
control, reasonable wear and tear excepted.
16. ADVERTISING. Neither party shall in any manner advertise or publish the
fact that the parties have an agreement regarding the Services, unless it
obtains the written consent of the other (which will not be unreasonably
withheld), nor may either party operate under or otherwise use the other's
name or any other trade name, assumed name, service xxxx or trademark used
by the other unless first receiving written consent of the other. Neither
party shall disclose any of the terms of this Agreement to any third party
except as may be required to perform hereunder without the written consent
of the other, which consent will not be unreasonably withheld.
-14-
17. ATTORNEYS' FEES AND COSTS. In the event of any action at law or in equity
concerning the enforcement or interpretation of the terms of this
Agreement, the prevailing party shall be entitled to reimbursement for
reasonable attorneys' fees, costs, and necessary disbursements in addition
to any other relief to which it may show itself to be entitled.
18. PROTECTION OF MARKS. This Agreement grants no ownership, claim to,
interest in, nor right to use the other party's service marks or
trademarks. Any use of the other party's Marks must be approved in advance
by that other party, comply with such license agreements as may be required
by the other party from time to time in connection with participation under
this Agreement, and must be in strict compliance with usage guidelines
issued by that other party from time to time.
19. ADVISORY BOARD. NACN will create an advisory board made up of carriers
participating in NACN. This advisory board may recommend modifications and
enhancements to NACN Services,- which may be adopted, in whole or in part,
by management of NACN at its discretion. Carrier is entitled to vote(s) on
the NACN advisory board, which is its pro rata share based on the
percentage of Carrier customers, as compared to the total customers in all
systems executing NACN services agreements. NACN will provide Carrier with
notice of its vote(s) on the advisory board each January, based on a
yearend Subscriber Count.
20. NO JOINT VENTURE. Nothing in this Agreement is intended, or shall be
construed, to create a joint venture, partnership or other common business
entity as among NACN and Carrier. This Agreement is not intended, nor
shall it be construed, to make NACN the agent of Carrier, nor Carrier the
agent of NACN. Neither of the parties shall have the authority to bind or
commit the other party in any respect or to accept legal process on behalf
of the other party. Nothing herein gives Carrier or NACN claim to the
subscribers of the other or to revenues of the other derived from its
respective system. Both parties shall be solely responsible for the
operation of its systems or businesses, including but not limited to
payment of wages, benefits, taxes for employees and sales or income taxes.
-15-
21. GOVERNMENTAL APPROVAL. The performance of any obligations of any party
hereunder, or the exercise of any rights hereunder by any party hereto that
may require FCC or other governmental authority approval, shall be subject
to obtaining such approval. Both parties agree to take no action under
this Agreement which may place the other party in non-compliance with known
and applicable government regulations.
22. NOTICES. All notices required by or to be given pursuant to the terms of
this Agreement shall be sent:
If to NACN:
NACN, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: General Manager
with a copy to:
Xxxxxxxx Xxxxx, Esq.
General Counsel - National Operations
XxXxx Cellular Communications, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
If to Carrier:
Xxxxxx Cellular, Inc.
00000 Xxxxx Xxxxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxx
with a copy to:
Xxxxxxx Xxxxxx
Xxxxxx Cellular Systems, Inc.
00000 X. Xxxxxxxx Xxx.
Xxxxxxxx Xxxx, XX 00000
The parties may change these names or addresses from time to time by giving
notice as provided in this Section. Notice
-16-
shall be effective on the earlier of (a) the date of actual receipt, or
(b) two days after the date of mailing, if sent by certified or
registered mail.
23. GOVERNING LAW. This Agreement shall be construed under and in accordance
with the Laws of the State of Washington.
24. ASSIGNMENT. This Agreement and the duties and obligations hereunder may
not be assigned by either party without the express written consent of the
other party and an agreement by the assignee to be fully bound by the terms
and conditions hereof; provided, however, that such consent will not be
unreasonably withheld.
25. NO THIRD-PARTY BENEFICIARY. This Agreement is not intended, nor shall it
be construed, to create or convert any right in or upon any person or
entity not a party to this Agreement.
26. PARTIES BOUND. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and assigns where
permitted by this Agreement.
27. SEVERABILITY. In case any one or more of the provisions contained in this
Agreement shall for any reason be held by any arbitration tribunal or court
of competent jurisdiction to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect
any other provision thereof, and this Agreement shall be construed as if
such invalid, illegal, or unenforceable provisions were deleted, and
replaced with enforceable provisions, which as nearly as possible, give
effect to the intent of such invalid, illegal or unenforceable provisions.
28. ENTIRE AGREEMENT. This Agreement, along with any Exhibits and/or Schedules
attached hereto, constitutes the sole and only agreement of the parties
with respect to the Services and supersedes any prior understanding or
written or oral agreements between the parties respecting the within
subject matter. The parties agree that the terms of this and the Exhibits
or Schedules attached hereto constitute the final written expression of all
of the terms and conditions of this Agreement and are a complete and
exclusive statement of those
-17-
terms and conditions. In the event another form or invoice is used for
provision of the Services and such form or invoice contains terms or
conditions different from those set forth herein, the parties agree that
the language of this Agreement shall control.
29. EQUAL EMPLOYMENT OPPORTUNITY/AFFIRMATIVE ACTION COMPLIANCE. NACN expressly
agrees not to discriminate against any employee or applicant for employment
because of race, color, religion, sex, national origin, or handicap.
30. SECTION HEADINGS. The headings of the several sections and paragraphs of
this Agreement are inserted for convenience of reference only and are not
[rest is illegible].
NORTH AMERICAN CELLULAR NETWORK, INC.
By /s/ XXXX MULHER
-----------------------------------
Date: 7/9/92
-18-
EXHIBIT A
Definition of Carrier Area or Market
Oklahoma RSA #2 - Market 597
Enid, OK MSA - Market #302
Amendment includes the following:
Kansas RSA #5 - Market #432
Missouri RSA #1 - Market #504
Missouri RSA #2 - Market #505
Missouri RSA #4 - Market #507
Missouri RSA #5 - Market #508 (LINN COUNTY ONLY)
Xxxxxxxx XXX #0 - Xxxxxx #000
Xxxxxxxx XXX #0 - Market #469
Hagerstown, MD MSA - Market #257
Cumberland, MD MSA - Market #269
Pennsylvania RSA 10-W - Market #621 (BEDFORD COUNTY ONLY)
NORTH AMERICAN CELLULAR NETWORK, INC.
By: /s/ XXXX MULHER
----------------------------------
Date: 2/13/97
and
XXXXXX CELLULAR SYSTEMS, INC. d/b/a Cellular One
By: /s/ XXXXX X. PELWORTH
--------------------------------------
Date: 2/10/97
-19-
