SPRINT WHOLESALE SERVICES
DATA AND PRIVATE.LINE
AGREEMENT
SPRINT COMMUNICATIONS COMPANY LP. ("Sprint") and NORSTAN NETWORK SERVICES
("Customer") enter into this Agreement ("Agreement'). Sprint and Customer are
"Parties." The Parties agree that this Agreement will sure and replace the
Sprint Wholesale Services Data and Private Line Agreement bees Sprint and
Norstan Network Services signed by Customer on August 30, 2000 and Sprint on
September 19, 2000, and as amended, as of the Commencement Date of this
Agreement.
Sprint and Customer agree that the terms and conditions in this Agreement, its
Attachments, and any Order for Services ('Order") will govern Sprint's provision
and Customers use of Services. Customer is purchasing Services under this
Agreement for resale to' it customers ("End Users").
I. TERM
A. Term of Agreement. This Agreement is effective as to each Party when
signed by that Party. The Term of the Agreement will commence on the first
day of the second month following the month in which Sprint executes the
Agreement. The Term continues for the period specified in Attachment A.
B. Term of Services. The initial term for Service ("Initial Service Term")
will be stated on the Order and will begin on the first day .of the month
following the date the Service is installed and available. If Customer
orders a Service with a term (for example, 3 years) that extends beyond the
Agreement's term, this Agreement and pricing will remain in effect for that
Service until the term for that Service expires. If the term of a Service
expires and there is then no Agreement between the Parties, continued use
of the Service will be invoiced month-to-month at Sprint's current tariff
or standard list pricing, terms and conditions in effect at the time the
Service term expires.
II. SERVICES
A. Services are described in the Attachments. Customer must submit an Order
to obtain Services pursuant to this Agreement. Customer may purchase, and
Sprint will provide, Service under the terms and conditions in this
Agreement and the Order.
B. Access. Sprint-provided access is pursuant to Sprint FCC Tariff #8. When
Customer or Sprint (as Customer's agent) orders access for Services, Local
Exchange Carrier (LEC) tariffs may apply. Sprint and Customer are
responsible for their respective compliance with those tariffs. Sprint is
not responsible for delays in provisioning Service that are caused by the
LEC. Access charges for circuits of DS3 and greater will be separately
priced per Special Customer Arrangement.
C. Delivery. Sprint will schedule the delivery of the Service in accordance
with a mutually agreed upon delivery date.
III. MINIMUM MONTHLY COMMITMENT
A. Minimum Monthly Commitment ("MMC") is the amount of Services that
Customer commits to purchase during each month of the Term. Customer's MMC
is stated in Attachment A.
B. MMC Shortfall Liability. If Customer fails to meet its MMC, unless
caused by Sprint's material failure to perform under this Agreement,
Customer will pay Sprint, in addition to other applicable charges, the
difference between the MMC and Customer's actual MMC Contributory Service
Usage Charges for each month in which Customer does not achieve the MMC.
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IV. PRICES
A. Prices are in the Attachments. Prices (except those subject to Tariff)
are fixed for the Term. Prices stated in the Attachments apply to Services
ordered and installed, or renewed, after the Effective Date and prior to
the termination or expiration of the Agreement.
B. Sprint may adjust its rates and charges or impose additional rates or
surcharges on Customer in order to recover amounts it is required by
governmental or quasi- governmental authorities to collect on behalf of or
pay to others in support of statutory or regulatory programs.
V. INVOICES AND PAYMENT
A. Payment Obligation. Customer will pay Sprint for Services in accordance
with this Agreement and any applicable Tariffs.
B. Payment Procedure. Sprint will invoice Customer monthly for Services.
Invoices are due and payable 30 days from invoice date. Undisputed charges
that Customer fails to pay within 30 days from the date of the invoice are
subject to interest from the date of the invoice at the maximum rate
allowed by law, not to exceed 1 '/2% per month.
C. Taxes. The price of Service excludes applicable taxes. Customer will pay
applicable taxes, which will be stated separately on each invoice. Sprint
will not xxxx Customer for taxes if Customer provides Sprint with
certificates from appropriate taxing authorities exempting Customer from
taxes.
D. Billing Disputes. If Customer, in good faith and by the due date of the
disputed invoice, disputes Sprint's computation of amounts due, Customer
may withhold payment of the disputed amount, but Customer must pay all
charges not in dispute per the payment terms in this Agreement. An amount
is not in dispute until Customer has provided Sprint with written
documentation explaining the disputed amount and describing the dispute's
factual and legal basis. Customer will cooperate with Sprint to resolve any
dispute expeditiously. Disputed amounts are due and payable immediately
once Sprint denies the dispute in writing.
E. Collection. Customer is responsible for amounts it cannot collect from
End Users, including but not limited to fraudulent charges, and for billing
adjustments or credits it grants End Users, including adjustments for
fraudulent charges.
VI. PAYMENT SECURITY
Provision of Service is contingent on credit approval by Sprint. Upon
Sprint's request, Customer must provide Sprint with financial statements or
other indications of Customer's financial and business circumstances. If:
(a) Customer's financial or business circumstances or payment history is
or, during the Term, becomes unacceptable to Sprint; (b) Customer fails to
make timely payments in accordance with Section V; (c) Customer exceeds its
credit limit; -or (d) Sprint has reason to believe that Customer is
insolvent, then Sprint may require a deposit, irrevocable letter of credit
or other form of security acceptable to Sprint, or, if Customer has
previously provided security, Sprint may request additional security.
Customer's failure to provide the requested security within 5 days
following Sprint`s reasonable request is a default. If Customer exceeds its
credit limit by more than 20%, the excess amount is due immediately upon
Sprint's request and ' Customer's failure to provide immediate payment will
be a breach of this Agreement. Customer's breach of or default under any
related security agreement or Promissory Note is a breach of this
Agreement.
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VII. TERMINATION OF SERVICESIEARLY SERVICE TERMINATION CHARGE
A. To terminate Services, Customer must provide Sprint with 30 days' prior
written notice. If Customer terminates any Service before the expiration of
the term for that Service, Customer must pay early service termination
changes described in the Attachments. In addition, if Customer terminates a
Service having access of T-3 or greater bandwidth before the end of the
Service term, then Customer must pay Sprint for 100% of the remaining
access charges imposed by the LEG to which Sprint has committed on behalf
of Customer as follows: (1) for Customer-provided access, Customer must
-pay Sprint the EFC and COC monthly recurring charges for each month
remaining in the Service term; or (2) for Sprint-provided access, Customer
must pay Sprint the ACF, COC, and local loop monthly recurring charges for
each month remaining in the Service term.
B. Except for the access reimbursement on bandwidth of T-3 or greater,
Sprint will' waive the otherwise applicable early termination charges for
any Service if Customer orders a replacement Service of the same or greater
bandwidth with a term equal to the greater of: (a) the Term remaining on
the original Service; or (b)12 months. Customer must order the replacement
Service during the 30 days immediately following the termination of the
original Service. The replacement Service must be installed within 60 days
of the order for the replacement Service. Customer must pay the access
reimbursement described in Section VILA even if it orders a replacement
Service unless the replacement Service is at the same Service location as
the terminated Service.
VIII. CUSTOMER RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES
A. Customer will:
1. at its own expense provide all necessary preparations required to
comply with Sprint's installation and maintenance specifications;
2. be responsible for the costs of relocation of Services once
installed; and
3. provide to Sprint and to its suppliers reasonable access to
Customer's premises to perform any acts required by an Order;
and-
4. comply with Sprint's network interface procedures when it orders
it own access facilities.
B. Customer will properly use the Services. Customer will be liable for any
and all Y damages to Services located on Customer's premises excluding
reasonable wear and tear and damages caused by Sprint Upon expiration or
termination of the Order, Customer will surrender to Sprint any equipment
and other property owned by Sprint and provided to Customer.
C. Customer will not nor will it permit or assist others to:
1. use Services for any purpose other than that for which they are
intended;.
2. alter, tamper with, adjust or repair the Services.
D. Customer represents and warrants that it:
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1. has obtained all required certificates of public convenience and
necessity, licenses and regulatory approvals and that it Is.
authorized to provide service to End Users;
2. will immediately notify Sprint if any required certificate of
public convenience and necessity, license or other regulatory
approval Is revoked, suspended or otherwise ceases to be
effective; and
3. will comply with all applicable laws, rules and regulations.
E. Duties. Customer is not relieved of any duty, obligation or
responsibility under this Agreement because service is ultimately provided
to End Users.
F. End Users. Customer is solely responsible for End User solicitation,
service requests, creditworthiness, customer service, billing and
collection. Customer is responsible for payment to Sprint without regard to
Customer's ability to charge for Services used by End Users or to collect
payment from End Users.
Upon the occurrence or breach of any of the above, Sprint may suspend its
performance and/or terminate this Agreement with no further obligation to
Customer.
IX. HARDWARE OR SOFTWARE NOT PROVIDED BY SPRINT
A. Customer and not Sprint is responsible for the installation, operation,
or maintenance of hardware or software not provided by Sprint. Sprint is
not responsible for the transmission or reception of information by such
hardware or software.
B. Customer is responsible for the selection, use and compatibility of
hardware or software not provided by Sprint. If hardware or software not
provided by Sprint impairs Customer's use of the Service, Customer is
nonetheless liable for payment for the Service. Upon notice from Sprint
that the hardware or software not provided by Sprint is causing or is
likely to cause hazard, interference, or service obstruction Customer will
eliminate such hazard, interference, or service obstruction. Sprint may
suspend the provision of the Service until such hazard, interference, or
service obstruction is corrected. If requested by Customer, Sprint may, at
its then current rates, troubleshoot difficulties caused by hardware or
software not provided by Sprint.
C. Sprint is not responsible if any changes in the Service cause hardware
or software not provided by Sprint to become obsolete, require modification
or alteration, or otherwise affect performance of such hardware or
software.
D. If Customer provides its own router to interface with the Services, then
Customer is fully responsible for the installation, maintenance, and
configuration of such router. Sprint must approve in advance the make,
model and/or software revision of a Customer provided router. Sprint has
the right, in cooperation with Customer, to set the initial configuration
for the router interface into the Service.
X. INDEMNIFICATION
A. Property and Personal Injury Indemnity. Each Party will indemnify and
defend the other Party, its directors, employees, agents and their
successors and assigns from and against all claims, demands, causes of
action, losses, damages, expenses or liabilities, including costs and
reasonable attorneys' fees, arising out of claims made by third parties for
personal injury (or death) or loss or damage to personal property, arising
out of or related to the negligent or willful misconduct, errors or
omissions, of the indemnifying Party or its subcontractors, directors,
employees, agents or representatives.
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Claims made by employees of a Party that are covered under applicable
workers' compensation laws are not indemnified under this Section.
B. Proprietary Rights Indemnity.
1. If Customer notifies Sprint promptly in writing of a the claim
and gives Sprint full and complete ate, information and
assistance, at Sprint's expense, for the. claim's defense and
settlement, and if Customer or its agents does not by any act
(including any admission or acknowledgement) materially impair or
compromise a claim's defense, Sprint will defend any third-party
claim and pay all court-awarded damages brought against Customer
based on an allegation that Sprint-provided Services infringe on
any copyright, trade-secret, or patent, protected under United
States' laws. For any of these third-party claims Sprint receives
or to minimize the potential. for such a claim, Sprint may, at
.its option and expense, either procure the right for Customer to
continue using the Services, replace or modify the Services with
comparable Services, or terminate the Services.
2. Customer will indemnify and defend Sprint from and against all
claims, demands, causes of action, losses, damages, expenses or
liabilities, including costs and reasonable attorneys' fees,
arising out of claims made by third parties that the use of
Customer-provided hardware or software infringes on a patent or
copyright.
C. Customer will indemnify and defend Sprint from and against all claims,
demands, causes of action, losses, damages, expenses or liabilities,
including casts and reasonable attorneys' fees caused by any third
party claims: (a) arising from information, data, or messages
transmitted over the network by Customer including, but not limited
to, claims for libel, slander, invasion or privacy, infringement or
copyright, and invasion and/or alteration of private records or data;
or (b) alleging Customer's violation of any federal or state law, rule
or regulation.
XI PROPERTY RIGHTS PROTECTION
A. License. Sprint grants to Customer a non-exclusive and non-transferable
license to use software which may be provided with or included in the
Services for the sole purpose of enabling Customer to use such Services.
B. Title. Sprint or its suppliers retain title and property rights to
Sprint-provided software and equipment, whether or not they are embedded in
or attached to realty. Customer neither owns nor will it acquire any claim
or right of ownership to:
1. Sprint-provided equipment not purchased by Customer;
2. software (including the original media and all subsequent copies
of the software, regardless of the media's form) and associated
documentation (including copies);
3. any patents, copyrights, trademarks, or other intellectual
property related to Section XI.B.1. or 2; or
4. IP addresses assigned to Customer.
C. Trade Secret Protection. Sprint Services are valuable trade secrets of
Sprint or its suppliers. Customer will protect any software it uses that is
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provided with or included in Services, and will make no attempt to examine,
copy, alter, reverse engineer, tamper with or otherwise misuse such
software.
XII. BREACH OR TERMINATION OF THE AGREEMENT
A. Sprint Breach. If Sprint materially beaches the agreement and fails to
cure such breach within 60 days of receiving written notice of the beach
from Customer, then Customer may terminate the Agreement without incurring
an Early Termination Charge. A material breach by Sprint does not include
any failure to perform due to a failure caused by the local exchange
carrier, Customer premise equipment, Customer or any other failure caused
by circumstances not within the sole control of Sprint
B. Customer Breach.
1. In addition to the other remedies in this Agreement; Sprint may stop
providing Service and terminate the Agreement immediately without
notice if Customer breaches Section V or VI of the Agreement. If
Customer breaches any other provision of this Agreement and fails to
cure the breach within 30 days of receiving written notice of the
breach from Sprint (or such other period as may be specified in a
particular Section), Sprint may, in addition to other remedies
available in law or equity, do one or more of the following:
(a) refuse to accept additional orders for Service
(b) refuse to install new Service types or Service locations;
(c) disconnect or block Service Elements;
(d) discontinue any applicable promotional pricing until Customer is
in full compliance with this Agreement;
(e) stop providing Service to Customer; or terminate this Agreement
2. The insolvency, corporate reorganization, arrangement with creditors,
receivership, or dissolution of Customer or a change in Customer's
majority ownership without Sprints prior written consent (which
consent will not be unreasonably withheld) is a breach of the
Agreement.
C. Termination Without Cause. Customer may terminate this Agreement at any
time without cause upon 90 days' prior written notice to Sprint and payment
to Sprint of the Early Termination Charge described in XII.D. Service will
be discontinued the first business day of the fourth month after such
notice of termination.
D. Early Termination Charge. Sprint's rates for Service under this
Agreement are in consideration for Customers agreement to purchase Service
for the entire Term. It is difficult if not impossible to calculate
Sprint's loss if Customer terminates this Agreement under Section XII.C. or
Sprint terminates the Agreement due to Customers breach before the Term
ends. Thus, if Sprint terminates this Agreement due to Customers material
breach, or Customer terminates this Agreement or ceases to use Service to a
maternal extent (unless due to Sprint's material breach), Customer must pay
Sprint, in addition to all other applicable charges, an Early Termination
Charge equal to the MMC multiplied by the number of months remaining in the
Term. The Early Termination Charge is to compensate Sprint for its losses,
and is not a penalty. Sprint will invoice and Customer must pay the Early
Termination Charge in accordance with the payment terms set forth in
Section V.
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XIII. CONFIDENTIALITY
A. Obligations of the Parties. The Parties must not disclose any
Proprietary Information of the other Party. Proprietary Information is the
property of the disclosing Party. A Party receiving Proprietary Information
must:
1. use or reproduce Proprietary Information only when necessary to
perform this Agreement;
2. provide at least the same care to avoid disclosure or unauthorized use
of Proprietary Information as it provides to protect its own
Proprietary Information;
3. limit access to Proprietary Information to its employees or agents who
need the Proprietary Information to perform this Agreement; and
4. return or destroy all Proprietary Information, including copies, after
the need for it has expired, upon request of the disclosing Party, or
when the Agreement terminates.
B. Remedies. Breach of this Section XIII may cause irreparable harm for
which monetary damages may be inadequate. Accordingly, in addition to other
available remedies, a Party may seek injunctive relief to enforce this
Section XIII.
C. "Proprietary Information" means
1. the terms of this Agreement, including all Attachments;
2. written information of a Party that is marked as proprietary of
confidential or which is accompanied by written notice that the
information is confidential, or
3. a verbal communication that is later confirmed in writing to the other
Party as confidential or proprietary information which (i) maintained
in confidence and secrecy by the disclosing Party, (ii) valuable to
the disclosing Party because of its confidence or secrecy, and (iii)
is subject to the disclosing Parts reasonable efforts to maintain its
confidentiality and secrecy.
Proprietary Information does not include information that is:
1. at any time in the public domain other than through wrongdoing on the
part of an entity owing a duty of confidentiality to the disclosing
Party,
2. within legitimate possession of the receiving Party without obligation
of confidentiality,
3. lawfully received from a third party having rights therein without
restriction of the right to disseminate the information,
4. independently developed without breach of any obligation of
confidentiality through parties without access to or knowledge of the
Proprietary Information,
5. disclosed with prior written approval of the disclosing Party,
6. transmitted after the disclosing Party has received written notice
from the receiving Party that it does not desire to receive further
Proprietary Information, or
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7. obligated to be produced under a valid court order or. subpoena.
XIV. RELATIONSHIP OF PARTIES
Neither this Agreement nor the provision of Service constitutes or creates
an ration, joint venture, partnership or other form of legal entity or
business enterprise between the Parties, their agents, employees or
affiliates. Customer !s the service provider with respect to End Users and
Sprint is a supplier to Customer with no relationship to End Users. Sprint
has no liability for the acts of Customer, its employees or agents.
XV. USE OF NAME AND MARKS
A. This Agreement confers no right to use the name, service marks,
trademarks, copyrights, patents or xxxxxx identification code ("CIC") of
either Party except as provided in this Agreement, as agreed to by the
Parties, or as required by applicable law or regulation. Neither Party may
take any action that would compromise the registered copyrights or service
marks of the other. Sprint's name is proprietary and nothing in this
Agreement constitutes a license authorizing its use. Customer will not:
1. promote or advertise Sprint's name or capabilities to End Users or
prospective End Users;
2. attempt to sell its service using Sprint's name; or
3. represent to End Users or prospective and Users that they would be
Sprint customers or that they may obtain Sprint service from Customer.
B. If Sprint notifies Customer that Customer has breached this Section,
Customer must use its best efforts to immediately cure the breach and must
advise Sprint of its corrective action. If, in Sprint's opinion, Customer
fails to cure within 15 days of Sprint's notice, then Sprint may, in
addition to any other remedy its has, terminate this Agreement.
XVI. SERVICE ACTIVATION AND DISCONNECTION
A. Activation. Sprint will make reasonable efforts to provide Service
within 30 days following Customer's order or the requested delivery date,
whichever is later. These time frames will be extended by the time it takes
to address activation errors or obtain from Customer a complete and
accurate order. If Customer requests expedited Service, Customer will
reimburse Sprint for any LEG imposed fees.
B. Disconnection. The minimum disconnect interval for Service Elements is
35 days. Customer remains liable for all charges incurred until the Service
Elements are disconnected.
XVII. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES
A. In no event will Sprint be liable, either in contract or in tort, for
unauthorized access to Customer's transmission facilities or Customer
premise equipment; or for unauthorized access to or alteration, theft, or
destruction of Customer's data files, programs, procedure, or information
through accident, fraudulent means or devices, or any other method.
B. Except to the extent caused by the negligence of Sprint, Sprint will not
be liable for claims or damages resulting from or caused by: (i) Customer's
fault, negligence or failure to perform Customer's responsibilities; (ii)
claims against Customer by any other party (except for claims of copyright
or patent infringement as specified herein; (iii) any act or omission of
any other party; or (iv) equipment or services furnished by a third party.
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C. Sprint's entire liability for its failure to perform any of its
obligations under this Agreement will not exceed an amount equal to the
lesser of $100,000 or the monthly charges paid for the effected Services
during the preceding 12 months. Sprint will not be liable for any
unavoidable damage to Customer's premises.
D. Sprint will not be liable for any consequential, special, incidental,
indirect, exemplary or punitive damages for any cause of action, whether in
contract or tort, arising out of this Agreement or in any way related to
the relationship between the Parties. Consequential and indirect damages
Include, but are not limited to, lost profits, lost revenues or loss of
business opportunity, whether or not Sprint was aware or should have been
aware of the possibility of such damages.
E. With respect to the Services, materials and equipment provided
hereunder, SPRINT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED; NOT
EXPLICITLY STATED IN THE AGREEMENT, AND IN PARTICULAR DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
XVIII. ARBITRATION
Any dispute arising out of or relating to this Agreement may, at the option
of the Parties, be finally settled by arbitration, except that if the
provisions of Section XIX of this Agreement are held to be unenforceable,
then arbitration of any such dispute is mandatory. Any arbitration will be
in accordance with the rules of the American Arbitration Association. The
arbitration will be governed by the United States Arbitration Act, 9 U.S.C.
Sec. 1 et seq., and judgment upon the award may be entered by any court
with jurisdiction. The arbitration will be held in the Kansas City, MO
metropolitan area.
XIX. WAIVER OF JURY TRIAL
The Parties mutually, expressly, irrevocably and unconditionally waive
trial by jury for any proceedings arising out of, under or in connection
with this Agreement. This Section survives the termination of the
Agreement.
XX. JURISDICTION AND VENUE
Unless a dispute is arbitrated pursuant to Section XVIII, any legal action
brought by either Party arising out of or relating to this Agreement must
be brought exclusively in the District Court of Xxxxxxx County, Kansas or
the United States District Court for the District of Kansas located in
Kansas City, Kansas. The Parties accept the exclusive personal jurisdiction
of these courts. The Parties waive any objection (including, without
limitation any objection to the laying of venue or based on the grounds of
forum non conveniens) which either Party may now or hereafter have to the
bringing of any action in these courts.
XXI. ASSIGNMENT
Customer may not assign its responsibilities, duties, rights or obligations
under this Agreement to any person, corporation, or other entity without
the written consent of Sprint, which consent may not be unreasonably
withheld. All terms and conditions of this Agreement are binding on any of
Customer's successors or assigns.
XXII. FORCE MAJEURE
A. Except for the performance of obligations in Section V and VI of this
Agreement, neither Party will be responsible for any delay, interruption or
other failure to perform due to acts beyond a Party's control.
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These acts include, but are not limited to, natural disasters such as
lightening, earthquakes, hurricanes, floods or other like causes; war,
riot, civil commotion; cable cuts; explosion or fire; embargoes, strikes or
labor disputes; decrees of governmental entities; or acts of third parties.
B. The Party claiming to be affected (the "Claiming Party") must give
notice to the other Party if any of these events occurs. Upon this notice
the Claiming' Party may, without. liability to the other Party, cancel or
delay performance for as long as the event delays the Claiming Party's
performance. So long as the Claiming Party Is in full compliance with the
provisions of this Section, the other Party may not declare the Claiming
Party to be in breach of this Agreement and may not exercise the
termination remedies set forth in this Agreement, provided, however, that
should the event continue for more than 60 days and adversely and
materially impact the other Party, that Party may terminate this Agreement
upon payment for all Services delivered before termination, plus all other
charges and costs then incurred, without further liability of either Party.
XXIII. NOTICES
Notices, requests or other communications (excluding invoices) hereunder
must be in writing and sent by certified mail or overnight courier
addressed as follows:
If to Sprint: Sprint Communications Company L.P.
Attention: Vice President-Wholesale Services
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000-0000
With copy to: Sprint Communications Company L.P.
Attn: Law Dept.- Marketing & Sales (Business
KSOPHT0101-22525
0000 Xxxxxx Xxxxxxx
Xxxxxxxx Xxxx, XX 00000-0000
If to Customer: Norstan Network Services Inc.
Attn: Xxxx Xxxxxxxx
0000 Xxxxx Xxx Xxxx
Xxxxxxxxxx, XX 00000
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XXIV. MISCELLANEOUS
A. Headings. The headings in this Agreement are for reference only and do
not affect the meaning or interpretation of this Agreement's terms.
B. Choice of Law. This Agreement and all claims relating to the,
relationship between the Parties, including all claims in tort, contract,
at law or in equity will be governed by, enforced and interpreted under
Kansas law without regard to the Kansas choice of law principles.
C. Rules of Construction. No rule of construction requiring interpretation
against the draftsman will apply in the interpretation of this Agreement.
D. Modification of Agreement. This Agreement may be modified only by
written amendment signed. by duly authorized representatives of both
Parties.
E. Waiver of Terms. If either Party fails to enforce any right or remedy
available under this Agreement, that failure does not waive that right or
remedy with respect to any other breach.
F. Partial Invalidity. If a court or arbitrator finds any of this
Agreement's provisions to be invalid, illegal, or unenforceable, the
unaffected provisions of this Agreement will remain in effect The Parties
will negotiate a substitute for the invalid, illegal or unenforceable
provision that is consistent with their original intent.
G. Cumulative Remedies. Except as otherwise provided in this Agreement, the
remedies in this Agreement are in addition to any other remedies available
at law or in equity.
H. No Third Party Beneficiaries. This Agreement's benefits do not extend to
any third party unless expressly stated in the Agreement.
I. Entire Agreement. This Agreement, including Attachments and any
referenced documents and instruments, is the entire understanding between
the Parties relating to its subject matter and supersedes all prior or
contemporaneous negotiations or agreements, whether oral or written,
relating to the subject matter of this Agreement. Customer is not relying
upon any representations or promises not stated in this Agreement.
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J. Expiration of Offer. Sprint may withdrew Its offer to enter Into this
Agreement if the Agreement is not signed by both Parties within 45 days
after the Proposal Date stated on Attachment A.
EXECUTED and made effective as provided in this Agreement.
NORSTAN NETWORK SERVICES
/s/ /s/
By: Xxxxx Xxxxx By Art XxxXxxxxx
President Vice President - Wholesale Sales
7/25/02 8/27/02
