SPRINT
CUSTOM NETWORK SERVICE AGREEMENT
This Custom Network Service Arrangement by and between SPRINT COMMUNICATIONS
COMPANY L.P., a Delaware limited partnership, 0000 Xxxx Xxxxxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000 ("Sprint") and Hospitality Marketing Consultants, LLC
("Customer") establishes certain interstate and international Discounts as
well as related terms and conditions governing Sprint's provision of
telecommunications services to Customer. The Discounts ("Discounts") set
forth in this Agreement apply to Customer's Network Services and other
services eligible to receive Discounts as specified herein.
Sprint is a telecommunications common carrier providing interstate and
international services pursuant to tariffs on file with the Federal
Communications Commission (F.C.C.) and intrastate services pursuant to
tariffs on file with the various state regulatory commissions (collectively
referred to as "Tariff(s)") and from time to time Sprint amends the Tariffs.
Sprint provides enhanced voice and data telecommunications services pursuant
to written agreements. Sprint and Customer are referred to collectively
herein as the "Parties" and individually as a "Party".
1. TERM. The term ("Initial Term") of this Agreement is 33 months, including
a 9 month Ramp-Up Period, commencing on the first day of the first complete
billing month following execution of this Agreement by both parties
("Commencement Date"). At the conclusion of the Initial Term, Customer may
renew the Agreement for up to two additional 12 month periods ("Renewal
Term(s)"), upon providing 90 days written notice to Sprint prior to the
conclusion of the Initial Term or prior to the conclusion of the then
current Renewal Term, as the case my be. The Initial Term and, if
applicable, the Renewal Term(s) will be referred to collectively
hereinafter as the Term. Upon the expiration or other termination of this
Agreement Sprint will provide services to Customer at then current Tariff
rates.
2. NETWORK SERVICE CHARGES. Subject to all of the conditions and limitations
set forth in this Agreement and Sprint F.C.C. Tariff No. 12, Customer will
receive the Network Service charges set forth in Attachment A to the
Agreement.
3. SERVICE COMMITMENT.
a. During each Contract Year of the Term Customer agrees to purchase
at least [REDACTED*] ("Minimum Annual Commitment") of MSC Contributory
Services. Contract Year is defined as the twelve month billing, period
starting on the Commencement Date and any anniversary thereof. MSC
Contributory Services are defined as Customer's VPN Premiere, VPN
Premiere FONCARD (usage and surcharges), Premier Toll Free and IP
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OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
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RESPECT TO THE OMITTED PORTIONS.
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Products and Service Usage Charges calculated after all available
Discounts. If Customer fails to satisfy the Minimum Annual Commitment,
in addition to all other applicable charges, Customer will pay Sprint
the difference between the Minimum Annual Commitment and Customer's
actual usage charges for MSC Contributory Services for each Contract
Year in which Customer does not achieve the Minimum Annual Commitment.
b. If Customer terminates this Agreement or ceases to use Network
Services to any material extent, except as provided in Section 5.f.
below, Customer will pay to Sprint the Minimum Annual Commitment
divided by [REDACTED*] multiplied by the number of billing months
remaining in the Term. Sprint will xxxx Customer for such amount on
its next regular invoice and such amount will be due and payable
according to the payment terms contained in the Tariff.
c. Beginning with the first month following the Ramp Up Period, Customer
agrees to purchase at least (i) [REDACTED*] minutes in Second MAC
Contract Year One and (ii) [REDACTED*] minutes in Second MAC Contract
Year Two ("Second MAC") of Second MAC Contributing Services. Second
MAC Contract Year is defined as the twelve month billing period
starting on the day following the Ramp Up Period and any anniversary
thereof. Second MAC Contributory Services are defined as Customer's
Sprint International Access Service Usage Charges. Customer's Second
MAC Contributory Services Usage Charges during the Ramp Up Period
shall contribute to Customer's Second MAC for Contract Year One. If
Customer fails to satisfy the Second MAC, in addition to all other
applicable charges, Customer will pay Sprint a shortfall liability
calculated based upon the applicable table below, for each Second MAC
Contract Year in which Customer does not achieve the Second MAC.
Second MAC Contract Year One:
Actual Second MAC
Contributory Services
Usage Minutes Shortfall Liability
------------- -------------------
[REDACTED*] [REDACTED*]
*If, during Second MAC Contract Year One, Customer's Actual Second MAC
Contributory Services Usage Minutes are less than [REDACTED*].
Customer
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must pay to Sprint [REDACTED*], in addition to the shortfall
liability described in the table above.
Second MAC Contract Year Two:
Actual Second MAC
Contributory Services
Usage Minutes Shortfall Liability
------------- -------------------
[REDACTED*] [REDACTED*]
**If, during Second MAC Contract Year Two, Customer's Actual Second
MAC Contributory Services Usage Minutes are less than [REDACTED*].
Customer must pay to Sprint [REDACTED*], in addition to the shortfall
liability described in the table above.
d. If Customer terminates this Agreement or ceases to use Network
Services to any material extent in Second MAC Contract Year One,
except as provided in Section 5.f. below, Customer will pay to Sprint
a termination liability calculated as follows: $[REDACTED*]
multiplied by Customer's Second MAC for Second MAC Contract Year Two
plus $[REDACTED*] multiplied by the difference between Customer's
Actual Second MAC Contributing Services usage Minutes in Second MAC
Current Year One and Customer's Second MAC for Second MAC Contract
Year One. Sprint will xxxx Customer for such amount on its next
regular invoice and such amount will be due and payable according to
the payment terms contained in the Tariff.
e. If Customer terminates the Agreement or ceases to use Network Services
to any material extent in Second MAC Contract Year Two, except as
provided in Section 5.f. below, Customer will pay to Sprint a
termination liability calculated as follows: $[REDACTED*] multiplied
by the difference between Customer's Actual Second MAC Contributory
Services Usage Minutes in Second MAC Contract Year Two and Customer's
Second MAC in Second MAC Contract Year Two. Sprint will xxxx Customer
for such amount on its next regular invoice and such amount will be
due and payable according to the payment terms contained in the
Tariff.
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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f. If Customer elects to purchase a new Service offering made available
by Sprint during the Term as a direct substitute and replacement
Service for any MSC Contributory Service, Customer's Service Usage
Charges for its use of the new Service will contribute toward
Customer's Minimum Service Commitment.
4. PAYMENT TERMS.
All amounts stated on each monthly invoice will be due and payable upon
receipt. The cost of services provided is exclusive of any applicable
sales, use, excise and like taxes, which will be separately stated and
included on each monthly invoice. All valid charges for services provided
that remain unpaid by Customer for a period of sixty (60) days or more
after the date of the invoice will be subject to interest from the date of
the invoice at a rate of up to one and one-half percent (1-1/2%) per month,
or the maximum rate allowable by applicable law. If Customer fails to pay
for services in accordance with the terms of the Tariffs and the terms set
forth in this Section, Customer will not receive Discounts.
In the event Customer, in good faith, disputes Sprint's computation of
amounts due and owing within all applicable legal periods of limitation,
Customer may withhold payment of the disputed amount. Customer must pay all
charges which are not in dispute in accordance with the payment terms set
forth in this Section. An amount will not be considered "in dispute" until
Customer has provided Sprint with written documentation explaining the
disputed amount. Customer must cooperate with Sprint to resolve any dispute
expeditiously. All disputed amounts are payable immediately upon Sprint's
written denial of the dispute.
5. OTHER TERMS AND CONDITIONS.
a. Terms used in this Agreement are defined in Sprint F.C.C. Xxxxxx
Xx. 00. All Standard Custom Network Service Arrangement terms and
conditions in Sprint F.C.C. Tariff No. 12 apply to this Agreement.
Rates, charges and discounts for call types, service elements,
features and other products and services not in this Agreement will be
those provided under the applicable Sprint base service tariff or
public price list. Additional terms and conditions relating to
services provided to Customer are contained in the applicable tariffs.
The terms and conditions of any Tariff and/or other discount or
incentive programs apply to the services and discounts or incentives
available under such Tariff or program. In order to receive Term Plan
or other incentive discounts Customer must execute the applicable
agreements. Any terms and conditions applicable to such discounts
and/or programs which Customer elects to participate in are in
addition to the terms and conditions applicable to the Discounts.
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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b. This Agreement and any information concerning its terms, conditions
and/or Discounts are the confidential and proprietary information of
Sprint and shall be governed by the Agreement for Use and
Nondisclosure of Confidential Information executed by Customer and
Sprint, dated ____________________, the term of which is extended to
be coterminous with the Term of this Agreement.
c. All notices, requests or other communications arising out of disputes
hereunder shall be in writing to the addresses of the parties shown
below the parties' signatures at the end of the Agreement.
d. Customer must satisfy the following conditions during the Term:
i) Sprint must be Customer's "Primary Carrier" and, as such, award
(1) at least [REDACTED*]% of its domestic telecommunications services
to Sprint and (2) [REDACTED*]% of its international calling card
services to Sprint where Sprint can provide international calling card
services. If, during any billing month of the Term, Customer fails to
award [REDACTED*]% of its domestic telecommunication services to
Sprint, Sprint may, upon prior written notice to Customer, revise
Customer's Network Service charges under this Agreement. If, during
any billing month of the Term, Customer fails to award [REDACTED*]% of
its international calling card services to Sprint, Sprint may, at its
option, terminate this Agreement and assess Customer termination
liabilities as detailed in Sections 3.d. and 3.e. above.
ii) At least [REDACTED*]% of Customer's Sprint Premiere Service
usage must be switched Service usage. If Customer fails to satisfy
this condition during any billing month of the Term, Sprint may, upon
prior written notice to Customer, revise Customer's Network Service
charges under this Agreement.
iii) At least [REDACTED*]% of Customer's Sprint Premiere Service
usage must be Off-Peak Service usage. If Customer fails to satisfy
this condition during any billing month of the Term, Sprint may, upon
prior written notice to Customer, revise Customer's Network Service
charges under this Agreement.
iv) Customer's average completed call duration for its Sprint
International Access Service must be at least [REDACTED*] minutes. If
Customer fails to satisfy this condition during any billing month of
the Term, Sprint may, upon prior written notice to Customer, revise
Customer's Network Service charges under this Agreement.
v) During any Second MAC Contract Year, a quarterly average of at
least [REDACTED*]% of Customer's Sprint International Access Service
must originate and terminate in the United Kingdom, Canada, Japan,
China, Italy,
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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Xxxxxxx, Xxxxxx, Xxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxxxx, Malaysia,
Philippines, Singapore, Taiwan Thailand, Australia and the United
States. If Customer fails to satisfy this condition during any Second
MAC Contract Year, the Credits for which Customer is eligible will be
reduced as set forth in Section 6 of Attachment A.
e. Neither party may assign any of its rights or delegate any of its
obligations under this Agreement without the prior written consent of
the other party, which the other party may grant or withhold in its
sole discretion. Notwithstanding the foregoing, the parties may assign
their rights and benefits and delegate their duties and obligations
under this Agreement without the consent of the other party to, in the
case of Customer, any Customer Affiliate, PROVIDED THAT the
performance of any Customer Affiliate assignee is guaranteed by
Customer, and in the case of Sprint, to any entity one hundred percent
(100%) owning, owned by or under common ownership with Sprint,
PROVIDED THAT the performance of any Sprint assignee is guaranteed by
Sprint. Any prohibited assignment or delegation shall be null and
void.
f. Customer agrees to provide prompt written notice to Sprint of any
material failure by Sprint to provide Network Services as set forth in
the tariffs. If Sprint fails to cure such failure within a reasonable
time, Customer may terminate this Agreement on thirty (30) days'
written notice to Sprint. A material failure by Sprint shall not
include a failure caused by the local exchange carrier, Customer
premise equipment, Customer or any other cause beyond the control of
Sprint.
g. During the [REDACTED*] month following the Commencement Date, Sprint
and Customer will meet to review the status of Customer's Minimum
Service Commitment, growth of its MSC Contributory Services Usage
Charges and the rates provided under this Agreement. If Sprint and
Customer agree that revisions to this Agreement would be advantageous
to both parties, then Sprint and Customer will cooperate in efforts to
develop a mutually agreeable amendment that will satisfy the concerns
of both parties and comply with all applicable legal and regulatory
requirements.
6. ENTIRE AGREEMENT. This Agreement shall constitute the entire understanding
between Sprint and Customer regarding Discounts on Network Services and
shall supersede all prior proposals, agreements, understandings,
negotiations and discussions, whether oral or written, between the parties
relating to the Network Services. Customer is not relying upon any
representations or promises made by or on behalf of Sprint in entering into
this Agreement.
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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In order to become effective this Agreement must be duly executed by an
authorized officer of Customer and delivered to Sprint on or January 15, 1997,
and thereafter executed by an officer of Sprint. All modifications,
interlineations, additions, supplements and/or other changes to this Agreement
are subject to written acceptance at Sprint Corporate Headquarters.
HOSPITALITY MARKETING SPRINT COMMUNICATIONS
CONSULTANTS, LLC COMPANY L.P.
By: /s/ Mokhtar Ramadan By: /s/ Xxxx Xxxxx
----------------------------- ---------------------------------
Name: Mokhtar Ramadan Name: Xxxx Xxxxx
--------------------------- -------------------------------
(Print/Type) (Print/Type)
Title: President Title: Vice President Business Sales
-------------------------- ------------------------------
Date: Jan. 15, 1998 Date: 1-15-98
-------------------------- ------------------------------
Address for Notice: Address for Notice:
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
APPROVED
MBB
1/14/98
----------
SPRINT LAW
DEPT.
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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
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ATTACHMENT A
------------
NETWORK SERVICE CHARGES
-----------------------
The following rates, charges and discounts are in lieu of and supersede any
promotions or discounts which may be available under applicable Tariffs,
including any applicable Tariff Term Plan discount. Consistent with FCC and
other regulatory requirements, Sprint will file in its Tariffs a Customer
Specific Tariff Option ("CNSA Option") accurately reflecting these rates and
charges. Rates and charges for service elements not specified herein, shall be
the applicable tariffed rate.
Except for those Services specified as "fixed", Sprint reserves the right to
modify the underlying tariffed rates (or list price in the case of a
non-tariffed service) against which a specified discount may be applied.
Additionally, Sprint reserves the right to pass on to Customer any tax, levy, or
other surcharge which Sprint is obligated to pay to a governmental authority or
other third-party (e.g. foreign P.T.T.), where: (1) such obligation is imposed
by valid and lawful legislation or other regulation, and (2) such obligation
arises directly out of the use of Sprint's Services pursuant to this Agreement.
1. VPN PREMIERE DISCOUNT. During each billing month of the Term Customer will
receive the following Net Effective Usage rates and Discounts on its VPN
Premiere Service:
a. Customer will be charged a fixed Net Effective Usage rate in the
applicable amount from the table below for its interstate VPN Premiere
(including VPN Premiere FONCARD) Service Usage Charges.
Rate per Minute
On-On On-Off Off-On Off-Off
----- ------ ------ -------
[REDACTED*]
b. Customer will be charged a fixed Net Effective Usage rate in the
applicable amount from the table below for its intrastate VPN Premiere
(including VPN Premiere FONCARD) Service Usage Charges in the following
states.
Rate per Minute
---------------
State On-On On-Off Off-On Off-Off
----- ----- ------ ------ -------
California [REDACTED*]
Xxxxxxxxxx
Xxxxxx
Xxxxxxx
Xxx Xxxx
Xxxxxxxx
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
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c. Customer will receive a [REDACTED*]% Net Effective Usage Discount, in
lieu of all other Discounts, on its intrastate VPN Premiere (including VPN
Premiere FONCARD) Service Usage Charges, except in those states listed in
1.b. above.
d. Customer will receive a [REDACTED*]% Net Effective Usage Discount, in
lieu of all other Discounts, on its domestic and international (domestic
origination) VPN Premiere FONCARD per call surcharge.
e. Customer will be charged a fixed Net Effective Usage rate in the
applicable amount from the table below on its international (domestic
origin) VPN Premiere (including VPN Premiere FONCARD) Service Usage Charges
to the following countries.
COUNTRY RATE PER MINUTE
-------
Albania [REDACTED*]
Algeria [REDACTED*]
American Samoa [REDACTED*]
Andorra [REDACTED*]
Angola [REDACTED*]
Anguilla [REDACTED*]
Antigua [REDACTED*]
Argentina [REDACTED*]
Armenia [REDACTED*]
Aruba [REDACTED*]
Ascension Island [REDACTED*]
Australia [REDACTED*]
Austria [REDACTED*]
Azerbaijan [REDACTED*]
Bahamas [REDACTED*]
Bahrain [REDACTED*]
Bangladesh [REDACTED*]
Barbados [REDACTED*]
Belarus [REDACTED*]
Belgium [REDACTED*]
Belize [REDACTED*]
Benin [REDACTED*]
Bermuda [REDACTED*]
Bhutan [REDACTED*]
Bolivia [REDACTED*]
Bosnia-Herzegovinia [REDACTED*]
Botswana [REDACTED*]
Brazil [REDACTED*]
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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British Virgin Island [REDACTED*]
Brunei [REDACTED*]
Bulgaria [REDACTED*]
Burkina Faso [REDACTED*]
Burundi [REDACTED*]
Cambodia [REDACTED*]
Cameroon [REDACTED*]
Canada [REDACTED*]
Cape Verde Islands [REDACTED*]
Cayman Islands [REDACTED*]
Central African Rep [REDACTED*]
Xxxx Republic [REDACTED*]
Chile [REDACTED*]
China [REDACTED*]
Colombia [REDACTED*]
Comoros [REDACTED*]
Congo Republic [REDACTED*]
Xxxx Island [REDACTED*]
Costa Rica [REDACTED*]
Croatia [REDACTED*]
Cuba [REDACTED*]
Cyprus [REDACTED*]
Czechoslovakia [REDACTED*]
Denmark [REDACTED*]
Xxxxx Xxxxxx [REDACTED*]
Djibouti [REDACTED*]
Dominican Republic [REDACTED*]
Dominica [REDACTED*]
Ecuador [REDACTED*]
Egypt [REDACTED*]
El Salvador [REDACTED*]
Equatorial Guinea [REDACTED*]
Eritrea [REDACTED*]
Estonia [REDACTED*]
Ethiopia [REDACTED*]
Faeroe Islands [REDACTED*]
Falkland Islands [REDACTED*]
Fiji Islands [REDACTED*]
Finland [REDACTED*]
France [REDACTED*]
French Guiana [REDACTED*]
French Polynesia [REDACTED*]
Gabon [REDACTED*]
Gambia [REDACTED*]
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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Georgia [REDACTED*]
Germany [REDACTED*]
Ghana [REDACTED*]
Gibraltar [REDACTED*]
Greece [REDACTED*]
Greenland [REDACTED*]
Grenada [REDACTED*]
Guadeloupe [REDACTED*]
Guam [REDACTED*]
Guantanamo [REDACTED*]
Guatemala [REDACTED*]
Guinea [REDACTED*]
Guinea-Bissau [REDACTED*]
Guyana [REDACTED*]
Haiti [REDACTED*]
Honduras [REDACTED*]
Hong Kong [REDACTED*]
Hungary [REDACTED*]
Iceland [REDACTED*]
India [REDACTED*]
Indonesia [REDACTED*]
Iran [REDACTED*]
Iraq [REDACTED*]
Ireland [REDACTED*]
Israel [REDACTED*]
Italy [REDACTED*]
Ivory Coast [REDACTED*]
Jamaica [REDACTED*]
Japan [REDACTED*]
Jordan [REDACTED*]
Kazakhstan [REDACTED*]
Kenya [REDACTED*]
Kiribati [REDACTED*]
Kuwait [REDACTED*]
Kyrgyzstan [REDACTED*]
Laos [REDACTED*]
Latvia [REDACTED*]
Lebanon [REDACTED*]
Lesotho [REDACTED*]
Liberia [REDACTED*]
Libya [REDACTED*]
Liechtenstein [REDACTED*]
Lithuania [REDACTED*]
Luxembourg [REDACTED*]
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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Macao [REDACTED*]
Macedonian [REDACTED*]
Madagascar [REDACTED*]
Malawi [REDACTED*]
Malaysia [REDACTED*]
Maldives [REDACTED*]
Mali Republic [REDACTED*]
Malta [REDACTED*]
Xxxxxxxx Islands [REDACTED*]
Mauritania [REDACTED*]
Mauritius [REDACTED*]
Mayotte Island [REDACTED*]
Mexico [REDACTED*]
Micronesia [REDACTED*]
Moldavia [REDACTED*]
Monaco [REDACTED*]
Mongolia [REDACTED*]
Montserrat [REDACTED*]
Morocco [REDACTED*]
Mozambique [REDACTED*]
Myanmar [REDACTED*]
Namibia [REDACTED*]
Nauru [REDACTED*]
Nepal [REDACTED*]
Netherlands [REDACTED*]
Netherlands Antilles [REDACTED*]
Nevis Island [REDACTED*]
New Caledonia [REDACTED*]
New Zealand [REDACTED*]
Nicaragua. [REDACTED*]
Niger Republic [REDACTED*]
Nigeria [REDACTED*]
Niue Island [REDACTED*]
North Korea [REDACTED*]
Norway [REDACTED*]
Oman [REDACTED*]
Pakistan [REDACTED*]
Palau Republic [REDACTED*]
Panama [REDACTED*]
Papua New Guinea [REDACTED*]
Paraguay [REDACTED*]
Peru [REDACTED*]
Philippines [REDACTED*]
Poland [REDACTED*]
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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Portugal [REDACTED*]
Qatar [REDACTED*]
Reunion Island [REDACTED*]
Romania [REDACTED*]
Russia [REDACTED*]
Rwanda [REDACTED*]
Saint Helena [REDACTED*]
Saint Kitts [REDACTED*]
Saint Lucia [REDACTED*]
Saint Pierre [REDACTED*]
Saint Xxxxxxx [REDACTED*]
Saipan [REDACTED*]
San Marino [REDACTED*]
Sao Tome [REDACTED*]
Saudi Arabia [REDACTED*]
Senegal [REDACTED*]
Seychelles Island [REDACTED*]
Sierra Leone [REDACTED*]
Singapore [REDACTED*]
Slovakia [REDACTED*]
Slovenia [REDACTED*]
Solomon Island [REDACTED*]
Somalia [REDACTED*]
South Africa [REDACTED*]
South Korea [REDACTED*]
Spain [REDACTED*]
Sri Lanka [REDACTED*]
Sudan [REDACTED*]
Suriname [REDACTED*]
Swaziland [REDACTED*]
Sweden [REDACTED*]
Switzerland [REDACTED*]
Syria [REDACTED*]
Taiwan [REDACTED*]
Tajikstan [REDACTED*]
Tanzania [REDACTED*]
Thailand [REDACTED*]
Togo [REDACTED*]
Tonga [REDACTED*]
Trinidad & Tobago [REDACTED*]
Tunisia [REDACTED*]
Turkey [REDACTED*]
Turkmenistan [REDACTED*]
Turks & Caicos [REDACTED*]
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Tuvalu [REDACTED*]
Uganda [REDACTED*]
Ukraine [REDACTED*]
United ArabEmirates [REDACTED*]
United Kingdom [REDACTED*]
Uruguay [REDACTED*]
Uzbekistan [REDACTED*]
Vanuatu [REDACTED*]
Vatican City [REDACTED*]
Venezuela [REDACTED*]
Vietnam [REDACTED*]
Wallis & Futuna [REDACTED*]
Western Samoa [REDACTED*]
YemenArabRepublic [REDACTED*]
Yugoslavia [REDACTED*]
Zaire [REDACTED*]
Zambia [REDACTED*]
Zimbabwe [REDACTED*]
f. FPN Premiere FONCARD Service Usage is considered off-net originating.
2. TOLL FREE DISCOUNT. During each billing month of the Term Customer will
receive the following Net Effective Usage rates and Discounts on its
Premiere Toll Free Service:
a. Customer will be charged a fixed Net Effective Usage rate in the
applicable amount from the table below for its interstate Premiere Toll
Free Service Usage Charges.
Rate per Minute
Dedicated Switched
--------- --------
[REDACTED*] [REDACTED*]
b. Customer will be charged a fixed Net Effective Usage rate in the
applicable amount from the table below for its intrastate Premiere Toll
Free Service Usage Charges in the following states.
Rate Per Minute
---------------
State Dedicated Switched
----- --------- --------
California [REDACTED*] [REDACTED*]
Xxxxxxxxxx
Xxxxxx
Xxxxxxx
Xxx Xxxx
Xxxxxxxx
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c. Customer will receive [REDACTED*], on its intrastate Premiere Toll
Free Service Usage Charges, except in those states listed in 2.b. above:
3. INTERNATIONAL TOLL FREE SERVICE DISCOUNT. Customer will receive
[REDACTED*], on its International Toll Free Service Usage Charges.
4. SPRINT INTERNATIONAL ACCESS DISCOUNT.
a. Customer will be charged a fixed Net Effective Usage Rate based on
the sum of (i) the applicable rate from Table A for the country from which
a particular call is made and (ii) the applicable rate from Table B for the
country to which a particular call is made for its Sprint International
Access Service Usage Charges.
TABLE A
COUNTRY RATE PER MINUTE
------- ---------------
Antigua [REDACTED*]
Australia [REDACTED*]
Bahamas [REDACTED*]
Bahrain [REDACTED*]
Barbados [REDACTED*]
Belgium [REDACTED*]
Bermuda [REDACTED*]
Bolivia [REDACTED*]
Brazil [REDACTED*]
Canada [REDACTED*]
Cayman Islands [REDACTED*]
Chile [REDACTED*]
China [REDACTED*]
Colombia [REDACTED*]
Costa Rica [REDACTED*]
Cyprus [REDACTED*]
Denmark [REDACTED*]
Dominican Republic [REDACTED*]
Ecuador [REDACTED*]
El Salvador [REDACTED*]
Finland [REDACTED*]
France [REDACTED*]
Germany [REDACTED*]
Guam [REDACTED*]
Guatemala [REDACTED*]
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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15
Hong Kong [REDACTED*]
Indonesia [REDACTED*]
Ireland [REDACTED*]
Israel [REDACTED*]
Italy [REDACTED*]
Japan [REDACTED*]
Liechtenstein [REDACTED*]
Luxembourg [REDACTED*]
Malaysia [REDACTED*]
Mexico [REDACTED*]
Monaco [REDACTED*]
Netherlands [REDACTED*]
Netherlands Antilles [REDACTED*]
New Zealand [REDACTED*]
Nicaragua [REDACTED*]
Norway [REDACTED*]
Panama [REDACTED*]
Philippines [REDACTED*]
Poland [REDACTED*]
Portugal [REDACTED*]
Saipan [REDACTED*]
San Marino [REDACTED*]
Singapore [REDACTED*]
South Africa [REDACTED*]
South Korea [REDACTED*]
Spain [REDACTED*]
Sweden [REDACTED*]
Switzerland [REDACTED*]
Taiwan [REDACTED*]
Thailand [REDACTED*]
Trinidad & Tobago [REDACTED*]
Turkey [REDACTED*]
United Kingdom [REDACTED*]
United States [REDACTED*]
Vatican City [REDACTED*]
Venezuela [REDACTED*]
TABLE B
COUNTRY RATE PER MINUTE
-------
Albania [REDACTED*]
Algeria [REDACTED*]
American Samoa [REDACTED*]
Andorra [REDACTED*]
Angola [REDACTED*]
Anguilla [REDACTED*]
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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
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16
Antigua [REDACTED*]
Argentina [REDACTED*]
Armenia [REDACTED*]
Aruba [REDACTED*]
Ascension Island [REDACTED*]
Australia [REDACTED*]
Austria [REDACTED*]
Azerbaijan [REDACTED*]
Bahamas [REDACTED*]
Bahrain [REDACTED*]
Bangladesh [REDACTED*]
Barbados [REDACTED*]
Belarus [REDACTED*]
Belgium [REDACTED*]
Belize [REDACTED*]
Benin [REDACTED*]
Bermuda [REDACTED*]
Bhutan [REDACTED*]
Bolivia [REDACTED*]
Bosnia-Herzegovinia [REDACTED*]
Botswana [REDACTED*]
Brazil [REDACTED*]
British Virgin Islands [REDACTED*]
Brunei [REDACTED*]
Bulgaria [REDACTED*]
Burkina Faso [REDACTED*]
Burundi [REDACTED*]
Cambodia [REDACTED*]
Cameroon [REDACTED*]
Canada [REDACTED*]
Cape Verde Islands [REDACTED*]
Cayman Islands [REDACTED*]
Central African Rep [REDACTED*]
Xxxx Republic [REDACTED*]
Chile [REDACTED*]
China [REDACTED*]
Colombia [REDACTED*]
Comoros [REDACTED*]
Congo Republic [REDACTED*]
Xxxx Island [REDACTED*]
Costa Rica [REDACTED*]
Croatia [REDACTED*]
Cuba [REDACTED*]
Cyprus [REDACTED*]
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
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Czechoslovakia [REDACTED*]
Denmark [REDACTED*]
Xxxxx Xxxxxx [REDACTED*]
Djibouti [REDACTED*]
Dominican Republic [REDACTED*]
Dominica [REDACTED*]
Ecuador [REDACTED*]
Egypt [REDACTED*]
El Salvador [REDACTED*]
Equatorial Guinea [REDACTED*]
Eritrea [REDACTED*]
Estonia [REDACTED*]
Ethiopia [REDACTED*]
Faeroe Islands [REDACTED*]
Falkland Islands [REDACTED*]
Fiji Islands [REDACTED*]
Finland [REDACTED*]
France [REDACTED*]
French Guiana [REDACTED*]
French Polynesia [REDACTED*]
Gabon [REDACTED*]
Gambia [REDACTED*]
Georgia [REDACTED*]
Germany [REDACTED*]
Ghana [REDACTED*]
Gibraltar [REDACTED*]
Greece [REDACTED*]
Greenland [REDACTED*]
Grenada [REDACTED*]
Guadeloupe [REDACTED*]
Guam [REDACTED*]
Guantanamo [REDACTED*]
Guatemala [REDACTED*]
Guinea [REDACTED*]
Guinea-Bissau [REDACTED*]
Guyana [REDACTED*]
Haiti [REDACTED*]
Honduras [REDACTED*]
Hong Kong [REDACTED*]
Hungary [REDACTED*]
Iceland [REDACTED*]
India [REDACTED*]
Indonesia [REDACTED*]
Iran [REDACTED*]
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
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18
Iraq [REDACTED*]
Ireland [REDACTED*]
Israel [REDACTED*]
Italy [REDACTED*]
Ivory Coast [REDACTED*]
Jamaica [REDACTED*]
Japan [REDACTED*]
Jordan [REDACTED*]
Kazakhstan [REDACTED*]
Kenya [REDACTED*]
Kiribati [REDACTED*]
Kuwait [REDACTED*]
Kyrgyzstan [REDACTED*]
Laos [REDACTED*]
Latvia [REDACTED*]
Lebanon [REDACTED*]
Lesotho [REDACTED*]
Liberia [REDACTED*]
Libya [REDACTED*]
Liechtenstein [REDACTED*]
Lithuania [REDACTED*]
Luxembourg [REDACTED*]
Macao [REDACTED*]
Macedonian [REDACTED*]
Madagascar [REDACTED*]
Malawi [REDACTED*]
Malaysia [REDACTED*]
Maldives [REDACTED*]
Mali Republic [REDACTED*]
Malta [REDACTED*]
Xxxxxxxx Islands [REDACTED*]
Mauritania [REDACTED*]
Mauritius [REDACTED*]
Mayotte Island [REDACTED*]
Mexico [REDACTED*]
Micronesia [REDACTED*]
Moldavia [REDACTED*]
Monaco [REDACTED*]
Mongolia [REDACTED*]
Montserrat [REDACTED*]
Morocco [REDACTED*]
Mozambique [REDACTED*]
Myanmar [REDACTED*]
Namibia [REDACTED*]
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
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19
Nauru [REDACTED*]
Nepal [REDACTED*]
Netherlands [REDACTED*]
Netherlands [REDACTED*]
Antilles [REDACTED*]
Nevis Island [REDACTED*]
New Caledonia [REDACTED*]
New Zealand [REDACTED*]
Nicaragua [REDACTED*]
Niger Republic [REDACTED*]
Nigeria [REDACTED*]
Niue Island [REDACTED*]
North Korea [REDACTED*]
Norway [REDACTED*]
Oman [REDACTED*]
Pakistan [REDACTED*]
Palau Republic [REDACTED*]
Panama [REDACTED*]
Papua New Guinea [REDACTED*]
Paraguay [REDACTED*]
Peru [REDACTED*]
Philippines [REDACTED*]
Poland [REDACTED*]
Portugal [REDACTED*]
Qatar [REDACTED*]
Reunion Island [REDACTED*]
Romania [REDACTED*]
Russia [REDACTED*]
Rwanda [REDACTED*]
Saint Helena [REDACTED*]
Saint Kitts [REDACTED*]
Saint Lucia [REDACTED*]
Saint Pierre [REDACTED*]
Saint Xxxxxxx [REDACTED*]
Saipan [REDACTED*]
San Marino [REDACTED*]
Sao Tome [REDACTED*]
Saudi Arabia [REDACTED*]
Senegal [REDACTED*]
Seychelles Island [REDACTED*]
Sierra Leone [REDACTED*]
Singapore [REDACTED*]
Slovakia [REDACTED*]
Slovenia [REDACTED*]
Solomon Island [REDACTED*]
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
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00
Xxxxxxx [XXXXXXXX*]
Xxxxx Xxxxxx [REDACTED*]
South Korea [REDACTED*]
Spain [REDACTED*]
Sri Lanka [REDACTED*]
Sudan [REDACTED*]
Suriname [REDACTED*]
Swaziland [REDACTED*]
Sweden [REDACTED*]
Switzerland [REDACTED*]
Syria [REDACTED*]
Taiwan [REDACTED*]
Tajikstan [REDACTED*]
Tanzania [REDACTED*]
Thailand [REDACTED*]
Togo [REDACTED*]
Tonga [REDACTED*]
Trinidad & Tobago [REDACTED*]
Tunisia [REDACTED*]
Turkey [REDACTED*]
Turkmenistan [REDACTED*]
Turks & Caicos [REDACTED*]
Tuvalu [REDACTED*]
Uganda [REDACTED*]
Ukraine [REDACTED*]
United ArabEmirates [REDACTED*]
United Kingdom [REDACTED*]
United States [REDACTED*]
Uruguay [REDACTED*]
Uzbekistan [REDACTED*]
Vanuatu [REDACTED*]
Vatican City [REDACTED*]
Venezuela [REDACTED*]
Vietnam [REDACTED*]
Wallis & Futuna [REDACTED*]
Western Samoa [REDACTED*]
YemenArabRepublic [REDACTED*]
Yugoslavia [REDACTED*]
Zaire [REDACTED*]
Zambia [REDACTED*]
Zimbabwe [REDACTED*]
b. Customer will receive [REDACTED*] billing increments for its Sprint
International Access Service Usage Charges.
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
21
c. Customer will receive a [REDACTED*]% Net Effective Usage Discount,
in lieu of all other Discounts, on its Sprint International Access per call
surcharges.
d. Customer will not be issued actual FONCARDs that would typically be
issued with this Service. Instead, Customer will create and distribute its
own card and carrier ("Customer Card") which shall contain the appropriate
toll free numbers required to utilize this Service. The Customer Card must
contain the Sprint logo in conformity with Sprint's written guidelines, and
Customer must obtain Sprint's written approval of the Customer Card prior
to its production and distribution. Sprint is not liable for any costs
associated with the Customer Cards, including but not limited to, any costs
associated with production costs necessary to correct or change any toll
free number printed thereon. Customer's members to whom the Customer Cards
are distributed are the sole and exclusive customers of Customer. For the
Term of this Agreement and the two years thereafter, Sprint will not
solicit Customer's customers as a result of Sprint identifying such
customers by virtue of the relationship of the parties in this Agreement.
e. The rates described in subsection 4.a. above are inclusive of
[REDACTED*]. However, as stated herein, Sprint reserves the right to pass
on to Customer any tax, levy, or other surcharge which Sprint is obligated
to pay to a governmental authority or other third-party (e.g. foreign
P.T.T.), where: (1) such obligation is imposed by valid and lawful
legislation or other regulation, and (2) such obligation arises directly
out of the use of Sprint's Services pursuant to this Agreement.
f. Using its standard fraud detection capabilities, Sprint shall set
detection parameters for calling card abuse in consultation with Customer.
Sprint [REDACTED*] for the use of Sprint calling card authorization codes
(including FONcard codes) attributable to a code that has been lost, stolen
or otherwise fraudulently compromised. Customer agrees that unauthorized
use of a card code resulting from calling card abuse by a Customer
employee, an authorized card holder, or any other person (such as a
relative or acquaintance) to whom access to a card code is intentionally
permitted or facilitated by a Customer employee or authorized card holder,
does not constitute fraudulent use. During the Term Sprint's total
liability for fraud under this subsection shall be limited to [REDACTED*]%
of Customer's Sprint International Access Service Usage Charges
attributable to fraud. However, in no event shall Sprint's liability
exceed a maximum of [REDACTED*]% of Customer's aggregated Sprint
International Service Usage Charges at any time during the Term.
5. INSTALL WAIVERS. Sprint will waive:
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
22
a. [REDACTED*]% of installation charges (including non-recurring COC
and ACF charges) on Sprint provided, domestic, voice service T-1 access
lines installed during the Term.
Access lines installed under subsection a. above are subject to a
[REDACTED*] month continuous use requirement. If Customer disconnects any
access line receiving an installation waiver prior to the conclusion of the
minimum required continuous use period, Customer must pay a prorated
portion of the waived installation charges based upon the number of months
remaining in the period.
6. CREDITS
a. Following the conclusion of the Second MAC Contract Year One,
Sprint will issue an INCREMENTAL Credit as set forth in the table below
based upon Customer's Second MAC Contributory Services Usage Minutes and
Customer's compliance with Section 5.d.v) of the Agreement. The Credit will
be applied in the billing month following the conclusion of the Second MAC
Contract Year One.
Actual Second MAC Contributory
Services Usage Minutes Incremental Usage Credit
---------------------- ------------------------
[REDACTED*] [REDACTED*]
If Customer's Second MAC Contributory Services Usage is not in compliance
with Section 5.d.v) of the Agreement, Sprint will issue an INCREMENTAL
Credit as set forth in the table below based upon Customer's Second MAC
Contributory Services Usage Charges. The Credit will be applied in the
billing month following the conclusion of the Second MAC Contract Year One.
Actual Second MAC Contributory
Services Usage Minutes Incremental Usage Credit
---------------------- ------------------------
[REDACTED*] [REDACTED*]
b. Following the conclusion of the Second MAC Contract Year Two and
each Second MAC Contract Year during a Renewal Term, Sprint will issue an
INCREMENTAL Credit as set forth in the table below based upon Customer's
Second MAC Contributory Services Usage Minutes and Customer's compliance
with Section
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
23
5.d.v) of the Agreement. The Credit will be applied in the billing month
following the conclusion of the Second MAC Contract Year Two.
Actual Second MAC Contributory
Services Usage Minutes Incremental Usage Credit
---------------------- ------------------------
[REDACTED*] [REDACTED*]
If Customer's Second MAC Contributory Services Usage is not in compliance
with Section 5.d.v) of the Agreement, Sprint will issue an INCREMENTAL
Credit as set forth in the table below based upon Customer's Second MAC
Contributory Services Usage Charges. The Credit will be applied in the
billing month following the conclusion of the Second MAC Contract Year Two.
Actual Second MAC Contributory
Services Usage Minutes Incremental Usage Credit
---------------------- ------------------------
[REDACTED*] [REDACTED*]
7. ACCESS.
a. Customer will receive a [REDACTED*]% Discount, in lieu of all other
Discounts, on its monthly recurring Sprint provided, domestic, voice
service T-1 access line charges (not including ACF, COC and other access
related charges) for access lines installed for a two year or longer order
term during the Term.
b. Sprint will waive [REDACTED*]% of the monthly recurring ACF charges
on Sprint provided, domestic, voice service T-1 access lines installed
during the Term.
c. Sprint will waive [REDACTED*]% of the monthly recurring COC charges
on Sprint provided, domestic, voice service T-1 access lines installed
during the Term.
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
24
