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EXHIBIT 10.7
[AT&T LOGO]
AT&T MASTER CARRIER AGREEMENT
CUSTOMER Name (Full Legal Name): AT&T Sales Representative:
AT&T WIRELESS SERVICES, INC. AT&T Corp., XXXX XXXXXX
("CUSTOMER") a New York corporation ("AT&T")
CUSTOMER Name (and Title) for Notice: AT&T Name (and Title) for Notice: AT&T Contact Telephone Number:
XXXX XXXX, VICE PRESIDENT XXXX XXXX, SENIOR VICE 000-000-0000
PRESIDENT - SERVICE PROVIDER
MARKETS
CUSTOMER Address: AT&T Address: Initial Deposit Amount Required:
00000 XX 00XX XXX 000 XXXXXX XXXXX XXXX
XXXX 0X000
Xxxx Xxxxx Zip Code City State Zip Code
XXXXXXX XX 00000 XXXXXXXX XX 00000
CUSTOMER Fax number for Notice: AT&T Fax number for Notice:
000-000-0000 000-000-0000
This Master Carrier Agreement shall be legally binding when signed by both
parties and shall continue in effect until the end of the longest term specified
in the Attachment(s), or until otherwise terminated as provided in accordance
with this Agreement. The rates and commitments provided in the Attachments shall
be effective as provided in each Attachment.
This Master Carrier Agreement consists of this Cover Sheet, the attached General
Terms and Conditions, and the Attachment(s) listed below (these documents
together are collectively referred to as the "Agreement"). In the event of any
inconsistency between these documents, precedence will be given to the documents
in the following order: (1) this Cover Sheet; (2) Attachment(s); (3) the General
Terms and Conditions. In the event of any inconsistency between the terms of
this Agreement and the terms of an applicable Tariff, the terms of the Agreement
shall prevail.
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AT&T MASTER CARRIER AGREEMENT - COVER SHEET PAGE 2 OF 2
TITLE DOC. ID DATE/TIME STAMP
----- ------- ---------------
GENERAL TERMS AND CONDITIONS MCA 000626A.doc 06/26/00 10:53 AM
SUPPLEMENTAL TERMS AND CONDITIONS AWS STC001120.doc 11/20/00 10:47PM
FORMER AFFILIATE WHOLESALE SERVICE TERMS AND AWS FAWSTP010502.doc 05/02/01 7:41 PM
PRICING
FORMER AFFILIATE WHOLESALE SERVICE DESCRIPTION FAWS SDA 001120.doc 11/20/00 9:06 PM
AT&T LOCAL SERVICES - DEDICATED TRANSPORT SERVICES AWS DTSSTP010517.doc 05/17/01 5:08 PM
TERMS AND PRICING
AT&T PRIVATE LINE AND SATELLITE SERVICES TERMS AND AWS DSTP010517.doc 05/17/01 3:00 PM
PRICING
AT&T ATM SERVICE DESCRIPTION AWS ATMSDA010214.doc 02/27/2001 3:49PM
AT&T ATM AND FRAME RELAY SERVICE TERMS AND PRICING AWS ATM- 05/17/01 3:02PM
FRSTP010517.doc
AT&T SDN AND 800 TERMS AND PRICING AWS 06/05/01 9:27 PM
SDN800STP010605.doc
TERM AND COMMITMENT ATTACHMENT AWS XXX000000.doc 06/05/01 3:26 PM
AT&T LOCAL SERVICES - PRIME INTERCONNECT SERVICE AWS 8YYSTP010501.doc 05/17/01 6:05 PM
TERMS AND PRICING ATTACHMENT
AT&T TELECONFERENCE WEB MEETINIG SERVICES SERVICE AWS TELCON-WEBMEET 6/5/01 12:40 PM
ORDER ATTACHMENT SOA 010605
AT&T MANAGED INTERNET SERVICES TERMS AND PRICING AWS MIS MCA STP010606 6/6/01 6:50 PM
ATTACHMENT
AT&T MANAGED INTERNET SERVICES ADDENDUM PRICING MIS-AWS-010606 6/6/01 7:49 PM
SCHEDULE - APPENDIX A
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CUSTOMER'S SIGNATURE BELOW ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTANDS AND
AGREES TO EACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT THE
INDIVIDUAL SIGNING THIS AGREEMENT IS DULY AUTHORIZED TO DO SO.
--------------------------------------------------------------------------------
AT&T WIRELESS SERVICES, INC. AT&T CORP.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxx
-------------------------------- --------------------------------
(Authorized Customer Signature) (Authorized AT&T Signature)
Xxxxxxx X. Xxxxxxx, Xx. VP Xxxxxxx X. Xxxx, Xx. Vice Pres.
------------------------------------ -----------------------------------
(Typed or Printed Name and Title) (Typed or Printed Name and Title)
Date: 6-6-01 Date: 6-6-01
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GENERAL TERMS AND CONDITIONS
1. PROVISION OF SERVICES. CUSTOMER hereby orders and AT&T hereby agrees to
provide the AT&T services described in the Attachment(s) to this Agreement (the
"Services"). AT&T is not responsible for the quality of transmission or
signaling on CUSTOMER's side of the network interface between AT&T and CUSTOMER.
Service is furnished subject to the availability of the service components
required, and subject to operational and systems constraints.
2. BILLING AND PAYMENT FOR THE SERVICES. Except as may be provided in an
Attachment, AT&T will send a single monthly xxxx for each of the Services to one
location designated by CUSTOMER. CUSTOMER is liable for all amounts due to AT&T
under this Agreement. Payment in U.S. currency is due within thirty days after
the xxxx date, except as otherwise provided below with respect to Billing
Disputes.
3. NON-PAYMENT. AT&T may add interest charges to any past due amounts at the
lower of 12.0% per year or the maximum rate allowed by law. CUSTOMER shall
reimburse AT&T for reasonable attorney's fees and any other costs associated
with collecting delinquent or dishonored payments. Restrictive endorsements or
other statements on checks accepted by AT&T will not apply.
4. BILLING DISPUTES. To dispute a charge on a xxxx, CUSTOMER must identify the
specific charge in dispute and provide a full written explanation of the basis
for the dispute using a standard AT&T billing dispute form within 90 days after
the xxxx date. CUSTOMER may withhold payment of a charge subject to a good faith
dispute provided: (a) CUSTOMER submits the billing dispute, using a standard
AT&T billing dispute form, within thirty days after the xxxx date; (b) CUSTOMER
pays the undisputed portion of all charges; and (c) CUSTOMER cooperates
reasonably with AT&T's efforts to investigate and resolve the dispute. If AT&T
determines a disputed charge was billed in error, AT&T shall issue a credit to
reverse the amount incorrectly billed. If AT&T determines a disputed charge was
billed correctly, payment shall be due from CUSTOMER within five days after AT&T
advises CUSTOMER in writing that the dispute is denied.
5. DEPOSITS. Using its Deposit standards, AT&T has assessed and CUSTOMER shall
pay the Initial Deposit amount specified on the Cover Sheet before Services are
provided. AT&T may require CUSTOMER, during the term of this Agreement, to
tender a deposit in an amount to be determined by AT&T in its reasonable
discretion. AT&T will rely upon commercially reasonable factors to determine the
need for and amount of any deposit. These factors may include, but are not
limited to, payment history, number of years in business, history of service
with AT&T, bankruptcy history, current account treatment status, financial
statement analysis, and commercial credit bureau rating, as well as commitment
levels and anticipated monthly charges. Any deposit will be held by AT&T as a
guarantee for the payment of charges. A deposit does not relieve CUSTOMER of the
responsibility for the prompt payment of bills. Interest (at the rate of 6% per
year or such other rate as is applicable by law) will be paid to CUSTOMER for
any period that a cash deposit is held by AT&T.
6. OBLIGATIONS REGARDING TAXES. CUSTOMER shall pay any applicable local, state
and federal taxes, levied upon the sale, installation, use or provision of the
Services, except to the extent customer provides a valid tax exemption
certificate to AT&T prior to the delivery of Services. CUSTOMER shall not be
required to pay any taxes assessed on AT&T's income. Gross Receipts Taxes will
be charged to CUSTOMER in the same manner as that provided in AT&T Tariff F.C.C.
No. 1, Section 2.5.14, as amended from time to time.
7. CUSTOMER IS A CARRIER. CUSTOMER certifies it is a "common carrier" as defined
in the Communications Act of 1934 (see Sections 153(10) and 211), with all
required state and federal operating authority.
8. RESPONSIBILITIES OF CUSTOMER. CUSTOMER is responsible for interfacing and
communicating with its End Users, for placing any orders, and for assuring that
it and any Intermediate Providers comply with the provisions of this Agreement
and with all applicable federal and state laws and regulatory requirements with
respect to the Services. CUSTOMER is responsible for arranging premises access
at any reasonable time so that AT&T personnel may install, repair, maintain,
inspect or remove service components.
9. SOFTWARE. AT&T grants CUSTOMER a personal, non-transferable and non-exclusive
license (without the right to sublicense) to use, in object code form, all
software and associated written and electronic documentation and data furnished
pursuant to this Agreement (collectively, "Software"), solely in connection with
the Services and solely in accordance with applicable written and electronic
documentation. CUSTOMER will refrain from taking any steps to reverse assemble,
reverse compile or otherwise derive a source code version of the Software. The
Software shall at all times remain the sole and exclusive property of AT&T or
its suppliers. "Third-Party Software" means Software that bears a copyright
notice of a third party. "AT&T Software" means all Software other than
Third-Party Software. CUSTOMER shall not copy or download the Software, except
to the extent expressly provided otherwise in the applicable documentation for
the Service or in a writing signed by AT&T. Any copy must contain the same
copyright notices and proprietary markings as the original Software. CUSTOMER
agrees
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GENERAL TERMS AND CONDITIONS
to comply with any additional restrictions that are provided with any
Third-Party Software. The term of the license granted with respect to any
Software shall be coterminous with the Attachment which covers the Software.
CUSTOMER shall assure that its Users comply with the terms and conditions of
this Section.
10. WARRANTY WITH RESPECT TO SOFTWARE. AT&T warrants that all AT&T Software will
perform substantially in accordance with its applicable published specifications
during a warranty period of ninety (90) days beginning on the date of delivery
of the AT&T Software to CUSTOMER. If CUSTOMER returns to AT&T, within the ninety
(90) day warranty period, any AT&T Software that does not comply with this
warranty, then AT&T, at its option, will either repair or replace the portion of
the AT&T Software that does not comply or refund the amount paid by CUSTOMER for
such failed or defective AT&T Software. This warranty will apply only if the
AT&T Software is used in accordance with the terms of this Agreement and is not
altered, modified or tampered with by CUSTOMER or Users.
11. ABUSE OF SERVICE. The abuse of Service is prohibited. Using Service or
permitting Service to be used in the following ways constitutes abuse:(a)
interfering unreasonably with the use of AT&T service by others or the operation
of the AT&T network; (b) carrying calls that originate on the network of a
facilities-based interexchange carrier other than AT&T and terminate
disproportionately to domestic locations for which AT&T's cost of terminating
switched access (based on the published access rates of the incumbent local
exchange companies) is above AT&T's price for the call under this Agreement
(after application of discounts); (c) subjecting AT&T personnel or non-AT&T
personnel to hazardous conditions; (d) attempting to avoid the payment, in whole
or in part, of any charges by any means or device (non-payment of billed charges
will not be considered abuse of service for purposes of this Section); or (e)
using the Services or displaying or transmitting Content in a manner that
violates any applicable law or regulation. In any instance in which AT&T
believes in good faith that there is abuse of Service as set forth above, AT&T
may immediately restrict, suspend or discontinue providing Service or prevent
the display or transmission of Content, without liability on the part of AT&T,
and then notify CUSTOMER of the action that AT&T has taken and the reason for
such action. To the extent doing so does not interfere with its ability to
prevent abuse of Service (to be determined in AT&T's reasonable judgment), AT&T
will attempt to notify CUSTOMER before taking such action, and will attempt to
limit any restriction, suspension or discontinuance under this Section to the
locations, Content, or Services with respect to which the abuse is taking place.
12. DEFAULT. If a party breaches any material term of this Agreement and the
breach continues unremedied for 60 days after written notice of default, the
other party may terminate for cause any Attachment materially affected by the
breach. If CUSTOMER is in breach of its payment obligations (including failure
to pay a required deposit), and fails to make payment in full within 5 days
after receipt of written notice of default, AT&T may, at its option, terminate
the Agreement, terminate affected Attachments, suspend Service under the
affected Attachments, and/or require a deposit, advanced payment, or other
satisfactory assurances in connection with any or all Attachments as a condition
of continuing to provide Services; except that AT&T will not take any such
action as a result of CUSTOMER's non-payment of a charge subject to a timely
billing dispute, unless AT&T has reviewed the dispute and determined that the
charge is correct. An Attachment may be terminated by either party immediately
upon written notice if the other party has become insolvent or involved in a
liquidation or termination of its business, or adjudicated bankrupt, or been
involved in an assignment for the benefit of its creditors. CUSTOMER shall be
liable to AT&T for Termination Charges, as specified in a terminated Attachment,
in the event that AT&T terminates an Attachment as a result of a breach by
CUSTOMER. Termination by either party of an Attachment does not waive any other
rights or remedies it may have under this Agreement.
13. NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AT&T
MAKES NO WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND SPECIFICALLY
DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF
DEALING OR COURSE OF PERFORMANCE. AT&T DOES NOT WARRANT THAT THE SERVICES WILL
BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL MEET CUSTOMER'S
REQUIREMENTS OR THAT THE SERVICES WILL PREVENT UNAUTHORIZED ACCESS BY THIRD
PARTIES. AT&T DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS
BEHALF AND CUSTOMER SHOULD NOT RELY ON ANYONE MAKING SUCH STATEMENTS.
14. LIMITATION OF LIABILITY. EITHER PARTY'S ENTIRE LIABILITY, AND THE OTHER
PARTY'S EXCLUSIVE REMEDIES, FOR ANY DAMAGES CAUSED BY ANY SERVICE DEFECT OR
FAILURE, OR FOR OTHER CLAIMS ARISING IN CONNECTION WITH ANY
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GENERAL TERMS AND CONDITIONS
SERVICE OR PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS UNDER THIS AGREEMENT
SHALL BE:
(a) FOR BODILY INJURY OR DEATH TO ANY PERSON, OR REAL OR TANGIBLE PROPERTY
DAMAGE, NEGLIGENTLY CAUSED BY A PARTY, OR DAMAGES ARISING FROM THE WILLFUL
MISCONDUCT OF A PARTY OR A BREACH OF THE PROVISIONS OF SECTION 17 (USE OF
MARKS), THE OTHER PARTY'S RIGHT TO PROVEN DIRECT DAMAGES;
(b) FOR DEFECTS OR FAILURES OF SOFTWARE, THE REMEDIES SET FORTH ABOVE UNDER THE
HEADING WARRANTY WITH RESPECT TO SOFTWARE;
(c) FOR INDEMNITY, THE REMEDIES SET FORTH BELOW UNDER THE HEADING
INDEMNIFICATION;
(d) FOR DAMAGES OTHER THAN THOSE SET FORTH ABOVE AND NOT EXCLUDED UNDER THIS
AGREEMENT, EACH PARTY'S LIABILITY SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT
TO EXCEED PER CLAIM (OR IN THE AGGREGATE DURING ANY 12-MONTH PERIOD) AN AMOUNT
EQUAL TO THE TOTAL NET PAYMENTS PAYABLE BY CUSTOMER FOR THE APPLICABLE SERVICE
UNDER THE APPLICABLE ATTACHMENT DURING THE 3 MONTHS PRECEDING THE MONTH IN WHICH
THE DAMAGE OCCURRED.
EXCEPT TO THE EXTENT PROVIDED UNDER THIS AGREEMENT WITH RESPECT TO
INDEMNIFICATION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES,
INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR
REVENUES OF ANY KIND, OR INCREASED COST OF OPERATIONS, WHETHER OR NOT SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AT&T BE
LIABLE FOR ANY CLAIM OR DAMAGES CAUSED BY OR ARISING OUT OF:
(i) ANY ACT OR OMISSION (INCLUDING WITHOUT LIMITATION UNAUTHORIZED USE, THEFT,
ALTERATION, LOSS OR DESTRUCTION OF SERVICE OR THE APPLICATIONS, CONTENT, DATA,
PROGRAMS, INFORMATION, NETWORK OR SYSTEMS OF CUSTOMER, AN END USER OR ANY THIRD
PARTY) OF CUSTOMER, AN INTERMEDIATE PROVIDER, AN END USER, OR ANOTHER THIRD
PARTY,
(ii) EXCEPT AS OTHERWISE PROVIDED IN AN ATTACHMENT, SERVICE INTERRUPTIONS OR
LOST OR ALTERED MESSAGES OR TRANSMISSIONS, OR
(iii) INTEROPERABILITY, INTERACTION OR INTERCONNECTION OF THE SERVICES WITH
APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY CUSTOMER OR
THIRD PARTIES.
THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL SURVIVE FAILURE
OF AN EXCLUSIVE REMEDY, AND SHALL APPLY REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE (INCLUDING
WITHOUT LIMITATION ACTIVE AND PASSIVE NEGLIGENCE). NOTHING IN THIS SECTION
LIMITS CUSTOMER'S RESPONSIBILITY FOR THE PAYMENT OF CHARGES DUE AS PROVIDED IN
THIS AGREEMENT.
15. FORCE MAJEURE. Neither party nor its Affiliates or subcontractors shall be
liable to the other party for any delay, failure in performance, loss or damage
due to force majeure conditions such as fire, explosion, power blackout,
earthquake, volcanic action, flood, hurricane, the elements, strike, embargo,
labor disputes, civil or military authority, war, acts of God, acts or omissions
of other carriers (except, for CUSTOMER, the acts of omissions of its
Intermediate Providers), acts of regulatory or governmental agencies, or other
causes beyond their reasonable control, except that CUSTOMER's obligation to pay
for services provided shall not be excused. Changes in economic, business or
competitive conditions are not force majeure conditions. If CUSTOMER is unable
to meet its commitments as a direct result of a force majeure condition,
CUSTOMER may suspend its commitments for one full billing month (or longer, with
AT&T's written consent, which shall not be unreasonably withheld). The effect of
such a suspension of commitment will be to exclude the affected month(s) from
all calculations affecting the CUSTOMER's commitments and to extend the term of
this Agreement by the same number of months. CUSTOMER must provide notice to
AT&T of the force majeure condition giving rise to the right to suspend
commitments within 30 days after its occurrence.
16. INDEMNIFICATION. CUSTOMER shall indemnify, defend, and hold harmless AT&T
and its Affiliates, directors, officers, employees, agents, successors and
assigns from any and all claims, damages and expenses whatsoever (including
reasonable attorneys' fees) arising on account of or in connection with
CUSTOMER's use, resale or sharing of the Services, including but not limited to:
(a) claims for libel, slander, invasion of privacy; (b) claims for infringement
of copyright arising from any communication using the Services; (c) claims
arising from any failure, breakdown, interruption or
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GENERAL TERMS AND CONDITIONS
deterioration of service provided by AT&T to CUSTOMER or by CUSTOMER to End
Users or Intermediate Providers; (d) claims arising from CUSTOMER's marketing
efforts; and (e) claims of patent infringement arising from combining or using
services or equipment furnished by AT&T in connection with services or equipment
furnished by others. AT&T shall indemnify, defend, and hold harmless CUSTOMER
and its Affiliates, directors, officers, employees, agents, successors and
assigns from all claims of patent infringement arising solely from the use of
the Services. CUSTOMER's indemnification obligations do not apply to claims for
damages to real or tangible personal property or for bodily injury or death
negligently caused by AT&T.
17. USE OF MARKS. Nothing in this Agreement creates in a party any rights in the
other party's trade names, trademarks, service marks or any other intellectual
property. Either party may use the other party's trade names, trademarks, or
service marks only to the extent such use is not prohibited by this Agreement
and is otherwise permitted by law (including but not limited to the Xxxxxx Act).
In no event shall either party use or display, in advertising or otherwise, any
of the other party's logos, trade dress, trade devices or other indicia of
origin, or any confusingly similar logos, trade dress, trade devices or indicia
of origin. CUSTOMER will not conduct business under any AT&T corporate or trade
name, trademark, service xxxx, logo, trade dress, trade device, indicia of
origin or other symbol that serves to identify and distinguish AT&T from its
competitors, or under any confusingly similar corporate or trade name,
trademark, service xxxx, logo, trade dress, trade device, indicia of origin or
other symbol. CUSTOMER will not indicate or imply to any other party that
CUSTOMER is affiliated with AT&T, that CUSTOMER is authorized by AT&T to sell or
provide service to them, that CUSTOMER is providing (or will provide) service to
such party jointly or in collaboration or partnership with AT&T, or as the agent
of AT&T, or that service provided by CUSTOMER or another carrier is provided by
AT&T. Except to the limited extent (if any) as may be required under law,
neither CUSTOMER nor an Intermediate Provider shall indicate or imply to any
existing or potential End User (or Intermediate Provider) that any portion of
the service provided to the End User (or Intermediate Provider) by CUSTOMER or
the Intermediate Provider is provided by AT&T or is carried over the AT&T
network or AT&T facilities.
18. RELATIONSHIP OF THE PARTIES. The relationship between the parties shall be
that of independent contractors and not of principal and agent, employer and
employee, franchiser and franchisee, partners or joint venturers. This Agreement
does not establish CUSTOMER as a dealer, distributor or franchisee of AT&T, and
no fee is being paid to AT&T to enter into this Agreement.
19. CONFIDENTIAL INFORMATION DEFINED. "Confidential Information" consists of the
following: all information disclosed by one party or its agent or representative
(the "Disclosing Party") to the other party or its agent or representative (the
"Receiving Party") in connection with this Agreement regarding the
telecommunications needs of CUSTOMER and/or the telecommunications offerings of
AT&T, to the extent that (a) for information disclosed in written, graphic or
other tangible form, it is designated by appropriate markings to be confidential
or proprietary or (b) for information disclosed orally, it is both identified as
proprietary or confidential at the time of disclosure and summarized in a
writing so marked within 15 business days following the oral disclosure.
Notwithstanding the foregoing, all written or oral pricing and contract
proposals exchanged between the parties shall be Confidential Information,
whether or not so designated. Confidential Information is the property of the
Disclosing Party and shall be returned to the Disclosing Party upon request.
This Agreement is Confidential Information as to which each party is both a
Disclosing Party and a Receiving Party. Information made known to the public by
the Disclosing Party or a third party, or previously known to the Receiving
Party free of any obligation to keep it confidential, or independently developed
by the Receiving Party, shall not be Confidential Information.
20. CONFIDENTIALITY OBLIGATIONS. A Receiving Party shall hold all Confidential
Information in confidence from the time of disclosure until at least 2 years
following the termination of this Agreement. During that period, the Receiving
Party: (a) shall use such Confidential Information only for the purposes of
performing this Agreement and using the Services; (b) shall reproduce such
Confidential Information only to the extent necessary for such purposes; (c)
shall restrict disclosure of such Confidential Information to employees that
have a need to know for such purposes; (d) shall advise those employees of the
obligations of this Agreement; (e) shall not disclose Confidential Information
to any third party without prior written approval of the Disclosing Party except
as expressly provided in this Agreement; and (f) shall use at least the same
degree of care (in no event less than reasonable care) as it uses with regard to
its own proprietary or confidential information to prevent the disclosure,
unauthorized use or publication of Confidential Information.
21. PUBLICITY. No public statements or announcements relating to this Agreement
shall be issued by either party without the prior written consent of the other
party.
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GENERAL TERMS AND CONDITIONS
22. ALTERNATIVE DISPUTE RESOLUTION. The parties will attempt to settle any claim
for non-payment of charges or recovery of overpayment of charges for the
Services (hereinafter a "Billing Dispute"), through good faith negotiations. The
parties may agree to submit a Billing Dispute to non-binding mediation. At any
time, the party seeking payment may submit a notice of arbitration of a Billing
Dispute for arbitration under the United States Arbitration Act pursuant to the
terms of this Section and the Non-Administered Arbitration Rules of the CPR
Institute for Dispute Resolution ("CPR"), to the extent such rules do not
conflict. The Arbitration will be held in New York, New York, or any other
location selected by mutual agreement of the parties. The arbitrator shall not
have the power to award any damages in excess of the limits set forth in or
excluded under the limitations of liability provided in this Agreement. The
arbitrator may not limit, expand or otherwise modify the terms of this
Agreement. The arbitrator shall strictly limit discovery to the production of
documents directly relevant to the facts alleged in the notices of arbitration
and defense. If depositions are required, the arbitrator shall permit each Party
to conduct an equal number of depositions (not to exceed five per side), with
equal limits on the number of deposition hours for each Party (not to exceed 7
per deposition). If an evidentiary hearing is held, each Party's presentation of
its case shall be limited to three (3) days. Requests for temporary injunctive
relief may be submitted to a court of competent jurisdiction if the arbitrator
has not yet been appointed, but the arbitrator shall have the authority to
modify any injunctive relief granted by such a court. The arbitration award
shall be made final within eight months of filing of the notice of arbitration
and judgment upon the award may be entered in any court having competent
jurisdiction. All participants and the arbitrator shall hold the existence,
content and results of mediation and arbitration in confidence, except as
necessary to enforce a final settlement agreement or to enforce an arbitration
award. Each party shall bear its own expenses and equally share expenses related
to the compensation of the arbitrator. The arbitrator's award shall be in
writing and shall state the reasons for the award.
23. TIME TO BRING CLAIMS. Any initial demand for arbitration pursuant to this
Agreement, and any legal action arising under this Agreement, must be initiated
within two years after the cause of action arises.
24. NOTICES. All notices under this Agreement shall be in writing and shall be
made: (a) by personal delivery; (b) by certified or registered mail, postage
prepaid return receipt requested, (c) by overnight delivery, or (d) by facsimile
transmission. Notice shall be sent to the individuals identified on the Cover
Sheet (at the address and/or fax number designated for notice), or to such other
individual, address or fax number as a party may designate by notice to the
other party.
25. EQUIPMENT. AT&T shall retain title to all of its equipment and facilities
used to provide service under this Agreement. CUSTOMER will pay reasonable
shipping charges for delivery to CUSTOMER's premises of AT&T equipment used to
provide Service under this Agreement. CUSTOMER is liable to AT&T for the
replacement cost of any AT&T-provided equipment installed at CUSTOMER's premises
in the event of loss of said equipment for any reason, including but not limited
to theft.
26. EXPORT REGULATIONS. The parties acknowledge that the Services may be subject
to U.S. export laws and regulations. If requested, CUSTOMER will sign assurances
and other export-related documents required for AT&T to comply with U.S. export
regulations.
27. QUALITY MONITORING. CUSTOMER authorizes AT&T to monitor and record calls to
AT&T concerning the Services for training and quality control purposes.
28. ASSIGNMENT. This Agreement may not be assigned by either party except that
either party may assign its rights or delegate its duties under this Agreement
to an Affiliate of that party.
29. NO THIRD PARTY BENEFICIARIES. This Agreement does not expressly or
implicitly provide any third party (including but not limited to End Users and
Intermediate Providers) with any remedy, claim, liability, reimbursement, cause
of action or other right or privilege.
30. NON-WAIVER. The failure of a party to enforce any right under this Agreement
at any particular point in time shall not constitute a continuing waiver of any
such right with respect to the remaining term of this Agreement, or the waiver
of any other right under this Agreement.
31. SEVERABILITY. If any portion of this Agreement is found to be invalid or
unenforceable, the remaining provisions shall remain in effect and the parties
shall immediately begin negotiations to replace any invalid or unenforceable
portions that are essential parts of this Agreement.
32. SURVIVAL OF TERMS. The rights and obligations of either party that by their
nature would continue beyond the termination or expiration of this Agreement
shall survive termination or expiration of this Agreement. For example, the
provisions of this Agreement regarding Confidentiality shall remain in effect
for 2 years following termination of this Agreement and the provisions of this
Agreement regarding arbitration, use of Marks, indemnification, and/or
limitation of liability shall survive termination of this Agreement as to any
cause of action arising under the Agreement.
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33. CHOICE OF LAW. The domestic law of the State of New York, except its
conflict-of-laws rules, shall govern the construction, interpretation, and
performance of this Agreement, except to the extent superceded by federal law.
The United Nations Convention on Contracts for International Sale of Goods shall
not apply.
34. AMENDMENT. No amendment, supplement, modification or waiver of any provision
of this Agreement shall be effective unless in writing and signed by authorized
representatives of both parties.
35. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties with respect to the Services. This Agreement supersedes all prior
agreements, proposals, representations, statements or understandings, whether
written or oral, concerning the Services or the parties' rights or obligations
relating to the Services. Any prior representations, promises, inducements or
statements of intent regarding the Services that are not embodied in this
Agreement are of no effect.
36. DEFINITIONS. The following definitions apply in addition to the definitions
set forth elsewhere in this Agreement:
"Affiliate" - any entity that controls, is controlled by or is under common
control with a party.
"Content" - information made available, displayed or transmitted in connection
with a Service (including information made available by means of an HTML "hot
link", a third party posting or similar means) including all trademarks, service
marks and domain names contained therein as well as the contents of any bulletin
boards or chat forums, and, all updates, upgrades, modifications and other
versions of any of the foregoing.
"End User" or "User" - the entity that uses the service furnished under this
Agreement for its own use, and not for purposes of providing telecommunications
services to others.
"Intermediate Provider" - any provider or other intermediary (other than
CUSTOMER or its agents or employees) in the sales chain between CUSTOMER and an
End User.
"Tariff" - the AT&T Tariffs identified in the Attachments, and the successor
documents of general applicability that replace such tariffs in the event of
detariffing.
If not otherwise defined, capitalized terms shall be defined as provided in
AT&T's Tariffs.
End of Terms and Conditions
9
SUPPLEMENTAL TERMS AND CONDITIONS Page 1 of 9
SUPPLEMENTAL TERMS AND CONDITIONS ATTACHMENT
CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.
Date of execution of Agreement: ___________________ (by CUSTOMER)
___________________ (by AT&T)
================================================================================
The General Terms and Conditions of the Agreement are hereby revised as follows:
1. Section 1 is deleted in its entirety and replaced with the following:
1S. PROVISION OF SERVICES. CUSTOMER hereby orders and AT&T hereby
agrees to provide the AT&T services described in the
Attachment(s) to this Agreement (the "Services"). AT&T is not
responsible for the quality of transmission or signaling on
CUSTOMER's side of the network interface between AT&T and
CUSTOMER. Service is furnished subject to the availability of the
service components required, and subject to operational and
systems constraints; provided that AT&T will comply with the
Service Level Agreements applicable to each Service.
2. Section 2 is deleted in its entirety and replaced with the following:
2S. BILLING AND PAYMENT FOR THE SERVICES. Except as may be provided
in an Attachment, AT&T will send a single monthly xxxx for each
of the Services to one location designated by CUSTOMER. At
CUSTOMER's request, AT&T will review the billing capabilities
applicable to the various Services with CUSTOMER (including the
level of billing detail available, type of billing media, and
xxxx delivery options). CUSTOMER is liable for all amounts due to
AT&T under this Agreement. Payment in U.S. currency is due within
thirty days after the xxxx date, except as otherwise provided
below with respect to Billing Disputes.
3. Section 3 is deleted in its entirety and replaced with the following:
3S. NON-PAYMENT. AT&T may add interest charges to any amounts not
paid within 45 days after the xxxx date at the lower of 12.0% per
year or the maximum rate allowed by law, except that no interest
will apply in connection with failure to pay charges for Services
for which CUSTOMER or its Affiliate is the End User within 90
days of the xxxx date, to the extent such charges are
specifically identified as being in dispute within such 90 day
period in accordance with Section 4S. CUSTOMER shall reimburse
AT&T for reasonable attorney's fees and any other costs
associated with collecting
10
SUPPLEMENTAL TERMS AND CONDITIONS Page 2 of 9
delinquent or dishonored payments (this requirement does not
apply with respect to charges withheld in connection with a bona
fide dispute). Restrictive endorsements or other statements on
checks accepted by AT&T will not apply.
4. Section 4 is deleted in its entirety and replaced with the following:
4S. BILLING DISPUTES. To dispute a charge on a xxxx, CUSTOMER must
identify the specific charge in dispute and provide a written
explanation of the basis for the dispute. CUSTOMER may withhold
payment of a charge subject to a good faith dispute provided: (a)
CUSTOMER submits the billing dispute within thirty days after the
xxxx date; (b) CUSTOMER pays the undisputed portion of all
charges; and (c) CUSTOMER cooperates reasonably with AT&T's
efforts to investigate and resolve the dispute. If CUSTOMER pays
a billed charge for Services for which CUSTOMER or its Affiliate
is the End User within 45 days of the xxxx date, and thereafter
(but in all events within 90 days of the xxxx date) specifically
identifies that charge as being in dispute and provides a written
explanation of the basis for the dispute, CUSTOMER may set off
the amount of such disputed charge from other charges due to
AT&T. If AT&T determines a disputed charge was billed in error,
AT&T shall issue a credit to reverse the amount incorrectly
billed. If AT&T determines a disputed charge was billed
correctly, payment shall be due from CUSTOMER within five days
after AT&T advises CUSTOMER in writing that the dispute is
denied. Any such determination by AT&T or payment by CUSTOMER
will be without prejudice to CUSTOMER's right to invoke the
Alternative Dispute Resolution set forth in Section 22 with
respect to such dispute.
5. Section 5 is deleted in its entirety and replaced with the following:
5S. DEPOSITS. CUSTOMER shall not be required to pay any Initial
Deposit. AT&T may require CUSTOMER, during the term of this
Agreement, to tender a deposit in an amount to be determined by
AT&T in its reasonable discretion, but not to exceed three
months' worth of charges under this Agreement. AT&T will rely
upon commercially reasonable factors to determine the need for
and amount of any deposit. These factors may include, but are not
limited to, payment history, number of years in business, history
of service with AT&T, bankruptcy history, current account
treatment status, financial statement analysis, and commercial
credit bureau rating, as well as commitment levels and
anticipated monthly charges. Any deposit will be held by AT&T as
a guarantee for the payment of charges. A deposit does not
relieve CUSTOMER of the
11
SUPPLEMENTAL TERMS AND CONDITIONS Page 3 of 9
responsibility for the prompt payment of bills. Interest (at the
rate of 6% per year or such other rate as is applicable by law)
will be paid to CUSTOMER for any period that a cash deposit is
held by AT&T. In the event that CUSTOMER is required to post a
deposit, AT&T will revisit the need for a deposit every six
months and, using the same criteria for determining whether a
deposit is required in the first instance. In the event that a
deposit is no longer required, AT&T will return the deposit and
accumulated interest to CUSTOMER.
6. Section 8 is deleted in its entirety and replaced with the following:
8S. RESPONSIBILITIES OF CUSTOMER. CUSTOMER is responsible for
interfacing and communicating with its End Users, for placing any
orders, and for assuring that it and any Intermediate Providers
comply with the provisions of this Agreement and with all
applicable federal and state laws and regulatory requirements
with respect to the Services. CUSTOMER is responsible for
arranging premises access at any reasonable time upon reasonable
prior request, so that AT&T personnel may install, repair,
maintain, inspect or remove service components.
7. Section 11 is deleted in its entirety and replaced with the following:
11S. ABUSE OF SERVICE. The abuse of Service is prohibited. Using
Service or permitting Service to be used in the following ways
constitutes abuse: (a) interfering unreasonably with the use of
AT&T service by others or the operation of the AT&T network; (b)
with respect to voice services provided at aggregated rates
(i.e., combined rate for transport and access), carrying calls
that originate on the network of a facilities-based interexchange
carrier other than AT&T and terminate disproportionately to
domestic locations for which AT&T's cost of terminating switched
access (based on the published access rates of the incumbent
local exchange companies) is above AT&T's price for the call
under this Agreement (after application of discounts) (provided
that the parties do not intend this provision to be triggered as
a result of the actual calling patterns of End Users when such
calling patterns reasonably reflect the calling patterns across
CUSTOMER's entire network); (c) with respect to voice services
provided at aggregated rates (i.e., combined rate for transport
and access), segregating traffic to deliver higher cost interLATA
calls to AT&T under this Agreement and lower cost interLATA calls
to another carrier (or to AT&T under a different arrangement);
(d) subjecting AT&T personnel or non-AT&T personnel to hazardous
conditions;
12
SUPPLEMENTAL TERMS AND CONDITIONS Page 4 of 9
(e) attempting to avoid the payment, in whole or in part, of any
charges by any means or device (non-payment of billed charges
will not be considered abuse of service for purposes of this
Section); or (f) using the Services or displaying or transmitting
Content in a manner that violates any applicable law or
regulation. In any instance in which AT&T believes in good faith
that there is abuse of Service as set forth in Section 11(a),
11(d) or 11(e) above, AT&T may immediately restrict, suspend or
discontinue providing Service, without liability on the part of
AT&T, and then notify CUSTOMER of the action that AT&T has taken
and the reason for such action. To the extent doing so does not
interfere with its ability to prevent abuse of Service (to be
determined in AT&T's reasonable judgment), AT&T will contact
CUSTOMER before taking such action. In any instance in which AT&T
believes in good faith that there is abuse of Service as set
forth in Section 11(b), 11(c) or 11(e), AT&T shall provide
written notice to Customer such abuse of Service. If such abuse
of Service continues unremedied for 10 days after such notice,
AT&T may immediately restrict, suspend or discontinue providing
Service or prevent the display or transmission of Content,
without liability on the part of AT&T, and then notify CUSTOMER
of the action that AT&T has taken and the reason for such action.
AT&T will attempt to limit any restriction, suspension or
discontinuance under this Section to the locations, Content, or
Services with respect to which the abuse is taking place, and
will promptly restore Service once the abuse issue has been
resolved.
8. Section 14 is deleted in its entirety and replaced with the following:
14S. LIMITATION OF LIABILITY. EITHER PARTY'S ENTIRE LIABILITY, AND THE
OTHER PARTY'S EXCLUSIVE REMEDIES, FOR ANY DAMAGES CAUSED BY ANY
SERVICE DEFECT OR FAILURE, OR FOR OTHER CLAIMS ARISING IN
CONNECTION WITH ANY SERVICE OR PERFORMANCE OR NON-PERFORMANCE OF
OBLIGATIONS UNDER THIS AGREEMENT SHALL BE:
(a) FOR BODILY INJURY OR DEATH TO ANY PERSON, OR REAL OR TANGIBLE
PROPERTY DAMAGE, NEGLIGENTLY CAUSED BY A PARTY, OR DAMAGES
ARISING FROM THE WILLFUL MISCONDUCT OF A PARTY OR A BREACH OF THE
PROVISIONS OF SECTION 17 (USE OF MARKS), THE OTHER PARTY'S RIGHT
TO PROVEN DIRECT DAMAGES;
(b) FOR DEFECTS OR FAILURES OF SOFTWARE, THE REMEDIES SET FORTH
ABOVE UNDER THE HEADING WARRANTY WITH RESPECT TO SOFTWARE;
13
SUPPLEMENTAL TERMS AND CONDITIONS Page 5 of 9
(c) FOR INDEMNITY, THE REMEDIES SET FORTH BELOW UNDER THE HEADING
INDEMNIFICATION;
(d) FOR DAMAGES OTHER THAN THOSE SET FORTH ABOVE AND NOT EXCLUDED
UNDER THIS AGREEMENT, EACH PARTY'S LIABILITY SHALL BE LIMITED TO
PROVEN DIRECT DAMAGES NOT TO EXCEED PER CLAIM (OR IN THE
AGGREGATE DURING ANY 12-MONTH PERIOD) AN AMOUNT EQUAL TO THE
TOTAL NET PAYMENTS PAYABLE BY CUSTOMER FOR THE APPLICABLE SERVICE
UNDER THE APPLICABLE ATTACHMENT DURING THE 3 MONTHS PRECEDING THE
MONTH IN WHICH THE DAMAGE OCCURRED.
EXCEPT TO THE EXTENT PROVIDED UNDER THIS AGREEMENT WITH RESPECT TO
INDEMNIFICATION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL
DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS,
ADVANTAGE, SAVINGS OR REVENUES OF ANY KIND, OR INCREASED COST OF
OPERATIONS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AT&T BE LIABLE FOR ANY
CLAIM OR DAMAGES CAUSED BY OR ARISING OUT OF:
(i) ANY ACT OR OMISSION (INCLUDING WITHOUT LIMITATION
UNAUTHORIZED USE, THEFT, ALTERATION, LOSS OR DESTRUCTION OF
SERVICE OR THE APPLICATIONS, CONTENT, DATA, PROGRAMS,
INFORMATION, NETWORK OR SYSTEMS OF CUSTOMER, AN END USER OR ANY
THIRD PARTY) OF CUSTOMER, AN INTERMEDIATE PROVIDER, AN END USER,
OR ANOTHER THIRD PARTY OUTSIDE OF AT&T'S CONTROL,
(ii) EXCEPT AS OTHERWISE PROVIDED IN AN ATTACHMENT, SERVICE
INTERRUPTIONS OR LOST OR ALTERED MESSAGES OR TRANSMISSIONS FOR
SERVICES PROVIDED UNDER THIS AGREEMENT, OR
(iii) INTEROPERABILITY, INTERACTION OR INTERCONNECTION OF THE
SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR
NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES.
THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL SURVIVE
FAILURE OF AN EXCLUSIVE REMEDY, AND SHALL APPLY REGARDLESS OF THE FORM
OF ACTION, WHETHER IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, OR
NEGLIGENCE (INCLUDING WITHOUT LIMITATION ACTIVE AND PASSIVE
NEGLIGENCE). NOTHING IN THIS SECTION LIMITS
14
SUPPLEMENTAL TERMS AND CONDITIONS Page 6 of 9
CUSTOMER'S RESPONSIBILITY FOR THE PAYMENT OF CHARGES DUE AS PROVIDED
IN THIS AGREEMENT.
9. Section 16 is deleted in its entirety and replaced with the following:
16S. INDEMNIFICATION. CUSTOMER shall indemnify, defend, and hold
harmless AT&T and its Affiliates, directors, officers, employees,
agents, successors and assigns from any and all claims, damages
and expenses whatsoever (including reasonable attorneys' fees)
arising on account of or in connection with CUSTOMER's use,
resale or sharing of the Services, including but not limited to:
(a) claims for libel, slander, invasion of privacy; (b) claims
for infringement of copyright arising from any communication
using the Services; (c) claims arising from any failure,
breakdown, interruption or deterioration of service provided by
AT&T to CUSTOMER or by CUSTOMER to End Users or Intermediate
Providers ("Service Claims"), provided that CUSTOMER will have no
obligation to indemnify AT&T against Service Claims to the extent
each of the following conditions are met with respect to such
claims -- (i) such claims are for direct damages, (ii) such
claims arise from AT&T's gross negligence or willful misconduct
and (iii) CUSTOMER is not in breach of its obligation under
Section 37S (this provision does not affect CUSTOMER's obligation
to defend AT&T against all Service Claims); (d) claims to the
extent arising from CUSTOMER's marketing efforts; and (e) claims
of patent infringement or other claims of intellectual property
infringement to the extent such claims arise from combining or
using services or equipment furnished by AT&T in connection with
services or equipment furnished by others. CUSTOMER's
indemnification obligations do not apply to claims for damages to
real or tangible personal property or for bodily injury or death
negligently caused by AT&T.
AT&T shall indemnify, defend, and hold harmless CUSTOMER and its
Affiliates, directors, officers, employees, agents, successors
and assigns from all claims of patent infringement or other
claims of intellectual property infringement to the extent such
claims arise solely from the use of the Services (provided that
AT&T will have no obligation to indemnify against claims of
patent infringement or other claims of intellectual property
infringement to the extent such claims arise from combining or
using services or equipment furnished by AT&T in connection with
services or equipment furnished by others). AT&T shall indemnify
CUSTOMER and its Affiliates, directors, officers, employees,
agents, successors and assigns from all Service Claims to the
extent such claims (a) are for
15
SUPPLEMENTAL TERMS AND CONDITIONS Page 7 of 9
direct damages and (b) arise from AT&T's gross negligence or
willful misconduct, provided that AT&T will have no obligation to
indemnify CUSTOMER against Service Claims if CUSTOMER is in
breach of its obligation under Section 37S. AT&T shall have the
right to assume the responsibility for the defense of Service
Claims against CUSTOMER for which AT&T has an indemnification
obligation. The parties shall cooperate reasonably with each
other in connection with the defense of any actions brought
against both parties arising from Service Claims.
10. Section 25 is deleted in its entirety and replaced with the following:
25S. EQUIPMENT. AT&T shall retain title to all of its equipment and
facilities used to provide service under this Agreement. If
agreed by CUSTOMER prior to shipping, CUSTOMER will pay
reasonable shipping charges for delivery to CUSTOMER's premises
of AT&T equipment used to provide Service under this Agreement.
CUSTOMER is liable to AT&T for the replacement cost of any
AT&T-provided equipment installed at CUSTOMER's premises in the
event of loss of said equipment for any reason, including but not
limited to theft (except to the extent such loss is the result of
the negligence, recklessness or willful misconduct of AT&T).
11. The following definitions are added to Section 36:
"Concert" - Concert Communications Company and it Affiliates.
"Change of Control" - Change of Control as defined in the
Separation and Distribution Agreement.
"Distribution Date" - the Distribution Date as defined in the
Separation and Distribution Agreement.
"Concert Framework Agreement" - the Framework Agreement between
AT&T and British Telecommunications plc dated as of October 23,
1998.
"Separation and Distribution Agreement" - the Separation and
Distribution Agreement, dated as of June 4, 2001, by and
between AT&T and AT&T Wireless Services, Inc.
12. A new Section 37S is added, as follows:
37S. THIRD PARTY CLAIMS. CUSTOMER shall ensure that, to the extent
permitted by applicable law, its contracts with Intermediate
Providers and End Users limit the liability of AT&T to the
Intermediate Provider or End User to the same extent as such
contracts limit CUSTOMER's own liability.
16
SUPPLEMENTAL TERMS AND CONDITIONS Page 8 of 9
13. A new section 38S is added, as follows:
38S. CHANGE OF CIRCUMSTANCES. If, due to a business downturn, a change
in business operations or End User behavior, a corporate
divestiture, or a network optimization using other AT&T services,
which significantly reduces the volume of network services
required by CUSTOMER under this Agreement, CUSTOMER will be
unable, notwithstanding its best reasonable efforts, to avoid
application of a Shortfall Charge or Non-Compliance Charge, AT&T
and CUSTOMER will cooperate in determining whether any
modifications to this Agreement are appropriate. Such mutually
agreeable modifications may include, without limitation, changes
to the revenue commitment, term commitment, rates and charges,
and/or other provisions. This provision shall not apply to a
change resulting from a decision by CUSTOMER to transfer portions
of its service or projected growth to carriers other than AT&T.
CUSTOMER must give AT&T written notice of an event it believes
will trigger the application of this provision within 120 days
after the event occurs.
14. A new Section 39S is added, as follows:
39S. JOINT STEWARDSHIP REVIEWS. Beginning no more than six months
after the Agreement takes effect, and at approximately six-month
intervals thereafter (or more often if the parties agree), the
parties will engage in joint stewardship reviews to review each
parties performance under this Agreement (including the status of
performance against Monitoring Conditions and any adjustments
thereto), developments in the telecommunications market
(including prices and service capabilities), and CUSTOMER's
expected telecommunications needs for the upcoming twelve months,
and will determine whether any mutually agreeable changes to the
charges or other terms and conditions of this Agreement are
appropriate. No such changes will be effective unless a written
amendment to this Agreement is executed by duly authorized
representatives of both parties.
15. A new Section 40S is added, as follows:
40S. QUALITY. AT&T must comply with quality metrics to be agreed by
the parties. The quality metrics will include overall network
quality, provisioning and installation times, individual feature
quality metrics, carrier (CARE) metrics, and a disaster recovery
plan.
17
SUPPLEMENTAL TERMS AND CONDITIONS Page 9 of 9
16. A new Section 41S is added, as follows:
41S. COMPETITIVENESS. The Services must remain competitive in feature
availability. In the event that (1) CUSTOMER wishes to purchase a
material service feature that is not available from AT&T or (2) a
feature offered by AT&T is not materially competitive in nature
or quality to a feature offered by another service provider, then
CUSTOMER may purchase the feature from another service provider
and such purchase will adjust the calculation of CUSTOMER's
quantity commitments accordingly.
17. A new Section 42S is added, as follows:
42S. BILLING FLEXIBILITY. AT&T may use billing systems designed to
support other services to prepare bills for the Services provided
under this Agreement (for example, AT&T may use the VTNS billing
system to support the Covered Services, as defined in the Terms
and Conditions Attachment).
18. A new Section 43S is added, as follows:
43S. ALASKA-BASED SERVICES. The parties will negotiate in good faith
to establish terms under which AT&T, or its Affiliate Alascom,
Inc. will provide Services to CUSTOMER that will enable CUSTOMER
to support its End Users needs and its own needs for long
distance service originating in Alaska, subject to legal,
regulatory, and operational constraints. The parties intend that
such services will be provided on rates, terms and conditions
substantially similar to those applicable to similar services
provided under this Agreement, provided that the provision of
such service on such rates terms and conditions does not
materially and adversely affect AT&T or Alascom in the operation
of their business with respect to other customers.
19. A new Section 44S is added, as follows:
44S. CHANGE OF CONTROL. In the event of a Change of Control of a
party, the other party will have the right to terminate this
Agreement without liability for such termination upon 12 months
notice provided within 30 days after the Change of Control takes
effect.
================================================================================
End of Attachment
18
AT&T FORMER AFFILIATE WHOLESALE Page 1 of 6
SERVICE TERMS AND PRICING
AT&T FORMER AFFILIATE WHOLESALE SERVICE TERMS AND PRICING ATTACHMENT
CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.
Date of execution of Agreement: _____________________ (by CUSTOMER)
_____________________ (by AT&T)
================================================================================
1. SERVICES PROVIDED. AT&T will provide the following Services to CUSTOMER
under this Attachment and pursuant to the terms of the Agreement and the
applicable Tariffs specified below.
A. AT&T FORMER AFFILIATE WHOLESALE SERVICE. AT&T Former Affiliate
Wholesale Service, as described in the AT&T Former Affiliate Wholesale
Service Description Attachment to the Agreement.
B. AT&T FORMER AFFILIATE WHOLESALE SERVICE - DIRECTORY ASSISTANCE. AT&T
Former Affiliate Wholesale Service - Directory Assistance, as
described in the AT&T Former Affiliate Wholesale Service Description
Attachment to the Agreement.
2. TERM. The Term of this Attachment is five (5) years. CUSTOMER may elect to
extend the Term for up to three additional one-year periods, by providing
notice to AT&T of such election at least three months prior to the date the
Term would otherwise end in the absence of such extension. Upon expiration
of the Term, this Attachment will remain in effect on a month-to-month
basis (terminable by either party on thirty days' notice), and all rates
and charges will be subject to change by AT&T upon thirty days' notice. The
Term begins on the first day of the first calendar month on or after the
Distribution Date (which day is referred to as the "Term Start Date").
3. PURCHASING COMMITMENTS
A. MINIMUM ANNUAL VOLUME COMMITMENT.
1. For the year 2001, CUSTOMER will buy (and will cause its
Affiliates to buy) all domestic voice telecommunications services
used to provide long distance mobility service exclusively from
AT&T, except that CUSTOMER and its Affiliates may complete
Committed OCC Purchases. Committed OCC Purchases are purchases of
domestic voice services used to provide long distance mobility
service from carriers other than AT&T to the extent such
purchases are reasonably necessary to enable CUSTOMER to meet
binding revenue or volume commitments to such carriers that were
in existence as of October 31, 2000. For each year of the Term,
the Minimum Annual Volume Commitment for domestic transport
services (MAVC) will be equal to the number of minutes of such
use for the year 2001, determined as of December
19
AT&T FORMER AFFILIATE WHOLESALE Page 2 of 6
SERVICE TERMS AND PRICING
31, 2001, subject to adjustment each year as described in Section
3.A.2 and in Section 6.B (Benchmarking).
2. If the total minutes of domestic AT&T Former Affiliate Wholesale
Service used by CUSTOMER in any year of the Term is less than the
MAVC applicable for that year, CUSTOMER will be considered in
Shortfall and the difference between the applicable MAVC and the
total minutes of domestic AT&T Former Affiliate Wholesale Service
used by CUSTOMER in that year will be referred to as the
"Shortfall Amount". If CUSTOMER is in Shortfall, the Shortfall
Amount will be added to the MAVC for the following year of the
Term. If CUSTOMER is in Shortfall for the fifth year of the Term
(or for any additional year of the term after the fifth year),
CUSTOMER will pay a Shortfall Charge equal to the Shortfall
Amount for such year of the Term times $0.01. In the event of a
Change of Control of CUSTOMER, the MAVC will be changed to 90% of
the total minutes of domestic AT&T Former Affiliate Wholesale
Service used by CUSTOMER in the twelve full billing months
immediately preceding the Change of Control and CUSTOMER's right
to rollover the Shortfall Amount from one year to the next will
terminate (except the MAVC will not be so changed and such
rollover right shall not terminate if AT&T elects to terminate
the entire Agreement as a result of such Change of Control). In
the event such rollover right is terminated, if CUSTOMER is in
Shortfall at the end of any year of the Term, CUSTOMER will pay a
Shortfall Charge equal to the Shortfall Amount for such year of
the Term times $0.01.
3. If CUSTOMER elects to terminate this Agreement as a result of a
Change of Control of AT&T, there will be no Shortfall for the
year of the Term in which CUSTOMER provides notice of such
termination. The twelve months following such notice will be
deemed the last year of the Term, and the MAVC for that year will
be equal to 90% of the MAVC (as adjusted) for the year in which
such notice was provided. If CUSTOMER is in Shortfall at the end
of the last year of the Term, CUSTOMER will pay a Shortfall
Charge equal to the Shortfall Amount for such year times $0.01.
B. INTERNATIONAL COMMITMENT.
1. Except as provided in Section 3.B.2. of this Attachment, CUSTOMER
is required to obtain all of its requirements for international
telecommunications services from AT&T during the Term to the same
extent that AT&T is required to obtain all of its requirements
for international telecommunications services from Concert under
the terms of the Framework Agreement.
2. In the event that CUSTOMER merges with or acquires another
company, CUSTOMER will be required to obtain a percentage of its
requirements for international telecommunications services from
AT&T during the remainder of the Term. The required percentage
shall be determined as of the effective date of the
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AT&T FORMER AFFILIATE WHOLESALE Page 3 of 6
SERVICE TERMS AND PRICING
merger or acquisition as the quotient of the total international
usage and recurring charges incurred by CUSTOMER for the three
full billing months preceding the effective date of the merger or
acquisition divided by the total international usage and
recurring charges incurred by CUSTOMER and by the merged or
acquired company combined for the same period.
C. RIGHT TO MATCH. From the beginning of the Term through December 31,
2003, AT&T will have a right of first refusal to match all offers by
other service providers for domestic transport and termination voice
telecommunications service with respect to contracts for CUSTOMER's
traffic volumes in excess of the applicable MAVC. If AT&T matches such
competitive offers with respect to such traffic volumes, CUSTOMER will
accept AT&T's offer; provided that this right of first refusal will
not apply to contracts covering up to 20% of CUSTOMER's traffic
volumes in excess of the applicable MAVC. From January 1, 2004 through
the end of the Term, AT&T will have the right to bid with respect to
contracts for CUSTOMER's traffic volumes in excess of the applicable
MAVC. Such right of first refusal and right to bid will be subject to
currently existing CUSTOMER contracts or contracts that CUSTOMER may
assume through merger or acquisition activity. In the event of a
Change of Control of AT&T, AT&T's right of first refusal and right to
bid under this provision will terminate (except such rights shall not
terminate if CUSTOMER elects to terminate the entire Agreement as a
result of such Change of Control).
4. RATES AND CHARGES. The rates for Services provided under this Attachment
are as provided in Schedule 1 (Rates) to this Attachment. AT&T reserves the
right to change from time to time the rates for Services under this
Attachment, regardless of any provisions that would otherwise stabilize
rates or limit rate increases, to reasonably reflect charges or payment
obligations imposed on AT&T stemming from an order, rule or regulation of
the Federal Communications Commission or a court of competent jurisdiction,
or any other governmental entity or authority, concerning (i) compensation
of payphone service providers, (ii) universal service fund ("USF") charges,
(iii) presubscribed interexchange carrier charges ("PICCs"), or (iv) other
governmental charges or fees imposed in connection with the provision of
Services, or to reasonably reflect charges or payment obligations imposed
on AT&T related to termination of domestic calls to mobile numbers. Any
change in rates under this provision will be reasonably designed to recover
AT&T's costs associated with the charges or obligations imposed on AT&T
giving rise to the right to change such rates (subject to operational
constraints and billing capabilities). Rate changes (upward and downward)
will be applied to CUSTOMER in the same manner as applied generally to
other AT&T customers.
5. MONITORING CONDITIONS. CUSTOMER must satisfy the following Monitoring
Conditions which will be monitored as of each semi-annual anniversary of
the Term Start Date, as provided in the AT&T Former Affiliate Service
Description Attachment. Unless otherwise specified below, the Monitoring
Period consists of the six months immediately preceding the
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AT&T FORMER AFFILIATE WHOLESALE Page 4 of 6
SERVICE TERMS AND PRICING
semi-annual anniversary of the Term Start Date. If CUSTOMER fails to
satisfy any of the following Monitoring Conditions during any Monitoring
Period, CUSTOMER will pay a Non-compliance Charge as specified.
A. The number of intrastate minutes of use of AT&T Former Affiliate
Wholesale Service shall not be more than 20% of the total domestic
minutes of use AT&T Former Affiliate Wholesale Service. The
Non-Compliance Charge will be $0.02 for each intrastate minute of use
of AT&T Former Affiliate Wholesale Service in excess of 20% of the
total domestic minutes of use AT&T Former Affiliate Wholesale Service
during the Monitoring Period.
B. The number of domestic minutes of use of AT&T Former Affiliate
Wholesale Service originating over a switched access arrangement
(rather than over direct connect trunks) shall not be more than 5% of
the total number of domestic minutes of use of AT&T Former Affiliate
Wholesale Service during the Monitoring Period. The Non-Compliance
Charge will be $0.01 for each minute of use of AT&T Former Affiliate
Wholesale Service originating over a switched access arrangement in
excess of 5% of the total number of domestic minutes of use of AT&T
Former Affiliate Wholesale Service during the Monitoring Period.
6. CLASSIFICATIONS, PRACTICES AND REGULATIONS
A. DETARIFFING. If during the Term of this Attachment, any of the tariffs
of AT&T referenced herein are canceled, in whole or in part, pursuant
to a statutory change, order or requirement of a governmental or
judicial authority of competent jurisdiction requiring detariffing,
then, following such cancellation, any rates, terms and conditions of
such tariffs that had been applicable to the Services provided under
this Agreement will continue to apply, based on the language of the
tariffs in effect as of the date of cancellation, unless modified by
this Attachment or the Agreement.
B. BENCHMARKING.
1. During the last four months of each year of the Term (except for
the last), CUSTOMER may initiate a Benchmarking Review by
providing credible evidence of pricing or offers from other top
tier providers (i.e., from any RBOC or any of the other top three
providers of long distance voice service, as measured by total
annual domestic minutes of use) for domestic voice transport and
termination services under similar terms and conditions to those
applicable to the Services provided under this Attachment. In the
event of a Change of Control of CUSTOMER, CUSTOMER may initiate a
Benchmarking Review during the two months preceding each
semi-annual anniversary of the Term Start Date instead of during
the last four months of each year of the Term (unless AT&T elects
to terminate the entire Agreement as a result of such Change of
Control).
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SERVICE TERMS AND PRICING
2. If CUSTOMER would realize an overall `net economic benefit' (the
net economic benefit to CUSTOMER will be determined based on the
net cost to CUSTOMER under the terms of the competitive offer,
compared to the net cost to CUSTOMER under the terms of this
Agreement, for the services subject to the competitive offer)
under such a competitive offer as compared to buying service from
AT&T under this Agreement, and AT&T does not elect to match the
competitive offer, then CUSTOMER may reduce the MAVC for the
following year by 110% of the number of minutes covered by the
competitive offer, subject to the following percentage reduction
caps (the percentage reduction caps are applied based on the
original MAVC, without taking into account any adjustments to the
MAVC):
Year for which MAVC may be reduced Percentage Reduction Cap
---------------------------------- ------------------------
Year 2 10%
Year 3 10%
Year 4 30%
Year 5 100%
3. Benchmarking comparisons shall not be made to spot market
pricing.
C. PRICING REVIEW. The parties will conduct a pricing review under this
provision beginning in the sixth month of the Term, and every sixth
months thereafter. CUSTOMER's pricing for the Services provided under
this Attachment will be the lowest prices charged by AT&T with respect
to any customer (excluding governmental customers and AT&T Affiliates)
that purchase the same services in reasonably comparable volumes and
under reasonably comparable terms (including commitments and term) as
CUSTOMER. In the event that AT&T charges lower pricing to another
entity as described above, AT&T will provide the lower pricing to
CUSTOMER, effective upon the end of the review. In the event of a
Change of Control of CUSTOMER, this Section 6.C will terminate (except
this Section 6.C shall not terminate if AT&T elects to terminate the
entire Agreement as a result of such Change of Control).
D. MIGRATION TO ALTERNATE SERVICE ARRANGEMENT. The parties will work
together in good faith to reach agreement on the terms of an alternate
domestic service arrangement that will be in closer alignment with
wholesale market-based telecommunications service arrangements. The
parties contemplate that such alternative arrangement will include
disaggregated rates for originating access (direct connect trunks or
switched access), transport, and termination. If the parties agree to
such an alternate domestic service arrangement, CUSTOMER will be
required to implement a CIC other than 0288 for all traffic carried
across its network.
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SERVICE TERMS AND PRICING
E. WIRELESS TRAFFIC ONLY. CUSTOMER will use the services provided under
this Attachment only for purposes of completing calls that are
originated on its wireless telecommunications network for both fixed
wireless and mobile applications.
7. TERMINATION CHARGE.
If CUSTOMER terminates this Attachment prior to the end of the Term (except
for a termination due to AT&T's breach of the Agreement or due to a Change
of Control of AT&T), or if AT&T terminates this Attachment or the Service
provided under this Attachment prior to the end of the Term due to
CUSTOMER's breach of the Agreement, CUSTOMER will be billed a Termination
Charge as provided in Schedule 1 (Rates). This Termination Charge will be
AT&T's exclusive remedy for the termination of the Attachment or Service
provided under this Attachment.
================================================================================
End of Attachment
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AT&T Former Affiliate Wholesale Service Page 1 of 6
Service Description Attachment
AT&T FORMER AFFILIATE WHOLESALE SERVICE
1. SERVICE DESCRIPTION
1.1. AT&T FORMER AFFILIATE WHOLESALE SERVICE
(a) AT&T Affiliate Wholesale Service is an outbound voice
telecommunications service designed to meet the needs of Former
AT&T Affiliates that are internal users of the AT&T network. A
Former AT&T Affiliate is an entity that (1) as of the date the
Agreement is executed, is a wholly-owned subsidiary or an
operating unit of AT&T Corp., (2) is engaged in the provision of
Telecommunications Service (as defined in the Communications Act
of 1935, as amended), and (3) as of the Effective Date, obtains
access to the AT&T network as an internal user and is internally
charged for its use of the AT&T network based on self-reported
usage volumes.
(b) AT&T Former Affiliate Wholesale Service calls are delivered to an
AT&T Central Office* either (1) on a direct connect basis over a
Feature Group D (FGD) Trunk between a CUSTOMER Switch** and the
AT&T Central Office or (2)
--------
* As used in this Agreement, an "AT&T Central Office" is an AT&T long
distance Central Office in one of the forty-eight contiguous United
States, the District of Columbia, or Hawaii which AT&T designates for
AT&T Former Affiliate Wholesale Service capability.
** As used in this Attachment, a "CUSTOMER Switch" is a telecommunications
switch that (1) is owned and operated by CUSTOMER, (2) is a traffic
aggregation point, not a point of interface with an End User's
telecommunications system (any existing telecommunications switch used
by CUSTOMER as of November 20, 2000 for the routing of End User calls
will be deemed to meet this portion of the definition of CUSTOMER
Switch) (3) is used predominantly to provide telecommunications
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Service Description Attachment
using a switched access arrangement through the switching
facilities of a Local Exchange Carrier. AT&T Former Affiliate
Wholesale Service calls are dialed and completed without the
assistance of an AT&T operator, and do not include calling card
calls, person-to-person calls, collect calls, third-number billed
calls, conference calls, and calls to 500, 700 (except to the
extent provided in this Attachment), 800, 8yy, 900 or other
special Service Area Codes.
(c) Domestic Rates
A Blended Usage Rate applies for the origination of calls (on a direct
connect or switched access basis) and the domestic transport and
termination of calls from the AT&T Central Office at which the call
originates to the called number. The Blended Usage Rate is a single rate
that applies to interstate and intrastate calls that terminate within the
United States. The Blended Usage Rate is set forth in the Former
Affiliate Wholesale Service Terms and Pricing Attachment.
-------------------
services on a common carrier basis, and (4) utilizes signaling that
adheres to all applicable standards and requirements as described in the
following references:
(a)for common channel signaling, all applicable standards and
requirements (specifically including delivery of Charge Number, Calling
Party Number and Originating Line Information parameters) set forth in
(i) Bellcore GR-905-CORE, "Common Channel Signaling Network Interface
Specification", (ii) ANSI T1.111-1996, "American National Standard for
Telecommunications-Signaling System No.7 (SS7)-Message Transfer Part
(MTP)", and (iii) ANSI T1.113-1995, "American National Standard for
Telecommunications-SS7-ISDN User Part"; and
(b) for either common channel signaling or EAMF signaling, all applicable
standards and requirements set forth in Bellcore GR-690-CORE, "Exchange
Access Interconnection FSD 20-24-0000".
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Service Description Attachment
(d) International Rates
International Former Affiliate Wholesale Service calls will be subject to
a Blended Domestic Origination Rate and an International Transport and
Termination Rate.
(1) Blended Domestic Origination Rate
The Blended Domestic Origination Rate applies for the origination
of calls (on a direct connect or switched access basis) and the
domestic transport of calls from the AT&T Central Office at which
the call originates to the Concert International Gateway Switch in
the United States. The Domestic Origination Rate is specified in
the AT&T Former Affiliate Service Terms and Pricing Attachment.
(2) International Transport and Foreign Termination Rate
The International Transport and Foreign Termination Rate for the
termination of calls from the Concert International Gateway Switch
in the United States to the point of termination outside the
United States. Separate rates may apply for the termination of
calls to mobile telephone numbers. The International Transport and
Foreign Termination Rate will be determined as specified in the
AT&T Former Affiliate Service Terms and Pricing Attachment.
1.2. AT&T FORMER AFFILIATE SERVICE - DIRECTORY ASSISTANCE
AT&T Former Affiliate Service - Directory Assistance provides unbranded domestic
directory assistance for calls placed that are routed to AT&T by CUSTOMER for
delivery to 1-NPA-555-1212 (where "NPA" is the area code for the telephone
number being sought). (CUSTOMER is not required to route such calls to AT&T.) A
Directory Assistance agent will provide the telephone number associated with a
name and address supplied by the caller, if available, for up to two directory
assistance lookups per call, for locations in the U.S. Mainland and Hawaii.
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Service Description Attachment
AT&T Former Affiliate Service - Directory Assistance does not include toll free
directory assistance. CUSTOMER will be responsible for:
(a) The Blended Usage Rate associated with the AT&T Former Affiliate
Wholesale Service call to the AT&T Former Affiliate Service - Directory
Assistance platform; and
(b) The per call service charge associated with providing AT&T Former
Affiliate Service - Directory Assistance, as described in the Service
Terms and Pricing Attachment.
1.3. SS7 INTERCONNECTION
CUSTOMER may arrange for an SS7 Interconnection between its SS7 Signaling
Network and AT&T's SS7 Signaling Network through an SS7 Direct Connection or an
SS7 Aggregator Connection. Under an SS7 Direct Connection, CUSTOMER
interconnects its SS7 Signaling Network to AT&T's SS7 Signaling Network via a
dedicated "D" link quad. CUSTOMER is responsible for obtaining the required "D"
links. Under an SS7 Aggregator Connection, CUSTOMER interconnects its SS7
Signaling Network to an AT&T-approved SS7 signaling aggregator who in turn has a
D-link quad installed to AT&T's SS7 Signaling Network. CUSTOMER is responsible
for establishing and maintaining its arrangement with the aggregator, and
provisioning any "A" links which are required from CUSTOMER's Service Switch
Point to the aggregator's Signal Transfer Point, as required for SS7
interconnection. The SS7 Connection will enable the exchange of ISDN User Part
(ISUP) call setup signaling messages (query and response) and Message Transfer
Part (MTP) network management messages to set up and tear down voice and analog
data calls, for calls that originate through CUSTOMER's network and terminate
over the AT&T network.
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Service Description Attachment
1.4. SERVICE FORECASTING
At least one month before the start of each calendar quarter, CUSTOMER shall
provide to AT&T a written forecast of anticipated service volumes for AT&T
Former Affiliate Wholesale Service provided under this Agreement for the
following fifteen months. The quarterly forecast will include the information
required by the AT&T Former Affiliate Wholesale Service forecast document, which
AT&T will provide to CUSTOMER.
1.5. FRAUD MANAGEMENT
CUSTOMER shall take reasonable measures to protect against fraudulent usage of
the Services, including implementing systems and procedures to monitor, detect,
and prevent fraud. CUSTOMER will be liable for any charges for the use of the
Services under this Agreement resulting from toll fraud usage or other
unauthorized calling, regardless of whether or not the fraudulent usage or
unauthorized calling was or should have been detected by AT&T.
2. SERVICE DELIVERY
2.1. CUSTOMER CARE
The parties will work together in good faith to develop a Customer Care plan
that will define procedures applicable to ordering, provisioning, trouble
reporting and maintenance.
3. BILLING
The parties will work together in good faith with a billing vendor to be
jointly designated by the parties [Convergys] to determine what billing reports
and information should be provided to enable AT&T to render reasonably accurate
and complete bills to CUSTOMER, taking into account the appropriate balance
between accuracy and completeness of bills and costs of billing.
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Service Description Attachment
(AT&T will be responsible for the cost of billing, including the development
costs for any new billing reports developed by the billing vendor pursuant to
AT&T's written instructions.) AT&T will render monthly invoices to CUSTOMER.
================================================================================
End of Attachment
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TERMS AND PRICING
AT&T LOCAL SERVICES - DEDICATED TRANSPORT SERVICES
TERMS AND PRICING ATTACHMENT
CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.
Date of execution of Agreement: (by CUSTOMER)
(by AT&T)
================================================================================
1. SERVICES PROVIDED. AT&T will provide the following Services to
CUSTOMER under this Attachment and pursuant to the terms of the
Agreement and the applicable Tariffs specified below.
A. AT&T LOCAL SERVICES - DIGITAL TRANSMISSION SERVICE. Digital
Transmission Service, as described in TCG Tariff F.C.C. No. 2, as
amended from time to time (or a successor tariff that may be filed
by AT&T), including: DS0-2 Wire, 4 Wire, 2.4 to 56K/64; DS-1,
DS-3; E-1; OC-3, OC-3c, OC-12.
B. AT&T LOCAL SERVICES - DEDICATED ENTRANCE FACILITIES. AT&T will
provide Dedicated Entrance Facilities on an individual case basis
(ICB) as further described in Schedule 2 of this Attachment. The
Dedicated Entrance Facilities will consist of point to point
dedicated, digital transport services at optical rates of OC-3,
OC-12 or OC-48 between the CUSTOMER's premises and an AT&T Node or
other designated premises. AT&T will provide service channels from
the Dedicated Entrance Facilities at rates of XX-0, XXX-0, XX-0x
and OC-12c. At the request of CUSTOMER, AT&T will provide dual
entrance facilities at the CUSTOMER premises and the AT&T Node,
provided that CUSTOMER pays all construction costs. CUSTOMER will
provide connecting facility assignments (CFA) and letters of
authorization (LOA) for authorized parties requiring access to the
Dedicated Entrance Facilities.
The Services may be provided in each metropolitan area by a wholly owned
subsidiary of AT&T. AT&T will notify CUSTOMER from time to time of the
identity of each such subsidiary. In the event of a conflict between the
terms of this Attachment and the terms of the applicable Tariffs or
Service Order Forms, the terms of the Attachment will control.
2. ORDERING PROCEDURES. CUSTOMER agrees to send to the designated AT&T
representative a BELLCORE Standard Access Service Request, or an
AT&T-provided Service Order Form signed by the CUSTOMER, for all new,
supplemental, or disconnect orders. CUSTOMER will utilize Network Data
Mover ("NDM"), ACMS (to the extent available under a separate Agreement
or Attachment to this Agreement), FAX, or mail as appropriate. It is the
responsibility of the CUSTOMER to ensure that orders are properly
completed and received by AT&T.
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TERMS AND PRICING
3. TERM. The Term of this Attachment consists of an Ordering Period and a
Circuit Ramp-Down Period. Upon expiration of the Term, this Attachment
will remain in effect on a month-to-month basis (terminable by either
party on thirty days' notice), and all rates and charges will be subject
to change by AT&T upon thirty days' notice.
A. ORDERING PERIOD. The Ordering Period is five (5) years, beginning
on the Distribution Date, which day is also referred to herein as
the Contract Effective Date. CUSTOMER may elect to extend the
Ordering Period for up to three additional one-year periods, by
providing notice to AT&T of such election at least twelve months
prior to the date the Ordering Period would otherwise end in the
absence of such extension.
B. CIRCUIT TERM. A separate Circuit Term will apply with respect to
each local private line provided under this Attachment. The
Circuit Term for any local private line installed as of the
Contract Effective Date will be three years from the Contract
Effective Date. The Circuit Term for any local private line
installed after the Contract Effective Date will be one year
(beginning on the date AT&T completes installation of the local
private line), unless otherwise specified on the Service Order
Form.
C. CIRCUIT RAMP-DOWN PERIOD. The Circuit Ramp-Down Period begins on
the first day after the end of the Ordering Period, and ends on
the last day of the last remaining Circuit Term. CUSTOMER may not
submit new service orders under this Agreement during the Circuit
Ramp-Down Period. During the Circuit Ramp-Down Period, all rates
and charges (other than rates and charges applicable to channels
with an unexpired Circuit Term) are subject to change by AT&T upon
thirty days' notice.
4. RATES AND CHARGES.
A. The rates for the Digital Transmission Service are set forth in
TCG Tariff F.C.C. No. 2 or the applicable state tariff, as amended
from time to time (or successor tariffs that may be filed by
AT&T), except as otherwise specified in Schedule 1 of this
Attachment.
B. The rates for Dedicated Entrance Facilities are specified in
Schedule 2 of this Attachment.
C. AT&T reserves the right to change the rates for any Services not
yet ordered under this Attachment.
5. CREDITS AND WAIVERS. Credit allowances will be applied for Digital
Transmission Service outages in accordance with the provisions of the
applicable Tariff. No other promotions, credits or waivers apply.
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TERMS AND PRICING
6. ELEMENTS OBTAINED FROM THIRD PARTIES.
A. AT&T will use reasonable efforts to obtain network elements that
are requested by CUSTOMER and that are obtainable only from a
designated local exchange carrier ("LEC") other than AT&T. The use
of the network elements will be subject to all applicable terms
and provisions contained in the applicable LEC tariffs, or AT&T's
interconnection agreement with the LEC, as these may be amended
from time to time.
B. In the event of a rate increase in the LEC tariffs or
interconnection agreements for network elements, AT&T will have
the option to increase its rates to CUSTOMER to recover fully such
rate increase from the LEC (without xxxx-up), notwithstanding
anything to the contrary in any other agreement between CUSTOMER
and AT&T.
C. AT&T makes no representations, warranties or guarantees regarding
the quality, availability or restoration of the LEC network
elements. CUSTOMER's sole remedy in the event that such network
elements are of poor quality, are unavailable, or are not
installed or repaired on a timely basis are such credits as AT&T
actually recovers from the LEC.
7. CLASSIFICATIONS, PRACTICES AND REGULATIONS.
A. DETARIFFING. If, during the Term of this Attachment, any of the
Tariffs referenced herein are canceled, in whole or in part,
pursuant to a statutory change, order or requirement of a
governmental or judicial authority of competent jurisdiction
requiring detariffing, then, following such cancellation, any
rates, terms and conditions of such Tariffs that had been
applicable to the Services provided under this Attachment will
continue to apply, based on the language of the Tariffs in effect
as of the date of cancellation, unless modified by this Attachment
or the Agreement.
B. DEFINITIONS. Terms not otherwise defined in this Attachment below
or in the Agreement have the meanings provided in the applicable
Tariffs.
1. Point of Demarcation - the interface (CUSTOMER provided DSX
xxxx, or other mutually acceptable equipment) between AT&T
and CUSTOMER at CUSTOMER's Point of Presence.
2. Local Network Connectivity Services - includes
(a) dedicated local private line services (e.g., DS1,
DS3, OCX), including but not limited to: (i) LEC and
IXC trunking and tandem function; (ii) intermachine
trunking; connectivity to cell sites, MSCs; (iii)
connectivity to data centers, call centers,
corporate locations; (iv) connectivity to XX0 XXXx;
(v) connectivity to voice
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TERMS AND PRICING
mail and other platforms; and (vi) optical channel
service (e.g., Lambdas); and
(b) 8YY dips and delivery to IXC for all 8YY traffic
originated by CUSTOMER's End Users.
8. RESPONSIBILITIES OF THE PARTIES.
A. FORECASTS. During the Ordering Period, CUSTOMER will submit a
non-binding forecast of capacity requirements for each city/area
served under this Attachment. The forecast will be submitted on a
quarterly basis and will include the next twelve-month period of
service.
B. EQUIPMENT SPACE. At the request of AT&T, CUSTOMER will provide to
AT&T, without charge, space, power and environmental conditions at
the Points of Demarcation and at each CUSTOMER termination point
as reasonably necessary to provide the Services. CUSTOMER agrees
to protect from damage any network channel terminating equipment
installed in such space by AT&T as part of the Services. CUSTOMER
agrees to return such equipment to AT&T at the expiration of the
applicable term in its original condition, ordinary wear and tear
excepted.
C. ACCESS TO SITE. At the request of AT&T, CUSTOMER will arrange
access to the rights-of-way, conduit and equipment space for each
CUSTOMER termination point at any time so that AT&T's authorized
personnel, employees, or agents may install, repair, maintain,
inspect, replace or remove any and all facilities and associated
equipment provided by AT&T.
D. INSTALLATION. AT&T will provide Service to the Point of
Demarcation. Equipment and service beyond the Point of Demarcation
are the responsibility of CUSTOMER. At such time as AT&T completes
installation or connection of the necessary fiber optic facilities
and/or equipment to provide the Services, AT&T will conduct
appropriate tests thereon. Upon successful completion of such
tests AT&T will notify customer that such Services are available
for use, and the date of such notice will be called the "Service
Date." AT&T will use reasonable efforts, subject to the other
provisions hereof, to make the Services available by the estimated
Service Date specified in the Service Order Form. AT&T will not be
liable for any damages whatsoever resulting from delays in meeting
any Service Dates. Such delays will include, but not be limited
to, delays in obtaining necessary regulatory approvals for
construction, delays in obtaining right-of-way approvals and
delays in actual construction work. In the event there is a delay
that is not caused by CUSTOMER or an End-User, and such delay
continues for thirty (30) days after the estimated Service Date
for any Services, then CUSTOMER may cancel the relevant order
provided that CUSTOMER pays any special construction costs
incurred by AT&T. In the event there is a delay caused
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TERMS AND PRICING
by CUSTOMER or an End-User, and such delay continues for thirty
(30) days after the estimated Service Date for any Services, AT&T
may commence billing CUSTOMER for the Services effective on the
estimated Service Date.
E. MAINTENANCE. AT&T's standard maintenance services are included in
the monthly recurring charges. At CUSTOMER's request, and to the
extent possible, AT&T will perform diagnostic or troubleshooting
maintenance services by telephone. AT&T will have no
responsibility for the maintenance and repair of any kind with
respect to equipment and facilities not provided by AT&T. AT&T
will assess CUSTOMER its standard charges for any maintenance
visits with respect to Service problems which are determined to
arise from equipment or facilities not provided by AT&T.
F. QUARTERLY NETWORK PLANNING MEETINGS. The parties will meet at
least once every quarter during the Ordering Period to discuss
information concerning CUSTOMER's plans nationwide for new high
bandwidth Local Network Connectivity Services (OCX/DS3 and above).
(CUSTOMER will not be precluded from holding similar meetings with
any other provider of such services.)
G. During the Ordering Period, AT&T will provide to CUSTOMER a list
of markets where AT&T has a major network presence (the AT&T Local
Markets). AT&T will update the list of AT&T Local Markets on not
more than quarterly intervals and cities other than those on the
list will not be considered AT&T Local Markets. CUSTOMER will
request that AT&T provide a quote on any new Local Network
Connectivity Services (including existing services for which
CUSTOMER is or becomes no longer contractually committed to obtain
from its current supplier) to be ordered by CUSTOMER in any AT&T
Local Market. CUSTOMER will accept AT&T's quote for such service
and award the business to AT&T so long as AT&T:
1. has performed to CUSTOMER's reasonable satisfaction with
respect to committed levels of performance in the
installation, operation and maintenance of previous Local
Network Connectivity Services (a) for the first year of the
Ordering Period, during the preceding three-month period,
and (b) for subsequent years of the Ordering Period
(including any renewal year), during the preceding
six-month period;
2. responds to such request within the time period specified
by CUSTOMER (which shall be at least as long as the time
period required by CUSTOMER as a condition for any other
prospective supplier to respond to the same request);
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TERMS AND PRICING
3. offers to provide the requested services on price terms
that are at least as favorable to CUSTOMER as those offered
in good faith by any other reputable provider for the
requested services; and
4. agrees to meet performance levels that are reasonably
comparable to levels offered in good faith by such other
provider (including, but not limited to, an installation
interval that is within 2 weeks of the interval offered by
the other provider).
9. TERMINATION CHARGE. If, within the agreed term for a specific Service,
CUSTOMER terminates the specific Service (except for a termination due to
AT&T's breach of the Agreement), or if AT&T terminates this Attachment or
a Service provided under this Attachment due to CUSTOMER's breach of the
Agreement, then CUSTOMER will owe AT&T a Termination Charge calculated as
follows (this Termination Charge will be AT&T's exclusive remedy for the
termination of the Attachment or Service provided under this Attachment):
A. for any Service provided over AT&T facilities and terminated
within one year after the Service Date, 100% of the balance of the
amounts due for the remainder of the first year plus 40% (or such
lower percentage termination charge as AT&T provides to any other
similarly situated customer of the Services provided under this
Attachment) of the amounts due for the remainder of the term
(after the end of the first year) under the relevant Service Order
Form, unless otherwise agreed between the parties;
B. for any Service provided over AT&T facilities and terminated one
year or more after the Service Date, 40% (or such lower percentage
termination charge as AT&T provides to any other similarly
situated customer of the Services provided under this Attachment)
of the amounts due for the remainder of the term under the
relevant Service Order Form, unless otherwise agreed between the
parties; and
C. for any Service provided over facilities other than those owned by
AT&T, for any OC-n Service, and for any Service provided on an
Individual Case Basis (ICB), CUSTOMER will owe AT&T 100% of the
amounts due for the remainder of the term under the relevant
Service Order Form, unless otherwise agreed between the parties.
==============================================================================
End of Attachment
36
AT&T PRIVATE LINE AND SATELLITE Page 1 of 5
SERVICE TERMS AND PRICING
AT&T PRIVATE LINE AND SATELLITE SERVICE TERMS AND PRICING ATTACHMENT
CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.
Date of execution of Agreement: (by CUSTOMER)
---------------------------
(by AT&T)
---------------------------
================================================================================
1. SERVICES PROVIDED. AT&T will provide the following Services to CUSTOMER
under this Attachment and pursuant to the terms of the Agreement and the
applicable Tariffs specified below.
A. AT&T PRIVATE LINE SERVICES. AT&T Private Line Services (AT&T
Tariff F.C.C. No. 9, as amended from time to time) consisting of:
1. AT&T Private Line SONET OC12 Services
2. AT&T ACCUNET(R) SONET T155 Services
3. AT&T ACCUNET Fractional T45 Services
4. AT&T ACCUNET T45 Services
5. AT&T ACCUNET T1.5 Services
6. AT&T ACCUNET Spectrum of Digital Services
7. International T155 Service - Overseas
8. AT&T International ACCUNET T45 Service-Canada
9. AT&T International ACCUNET T45 Service-Overseas
10. International Full Channel Service - Overseas
11. AT&T International ACCUNET Digital Services
12. AT&T International ACCUNET 2.048 Mbps Service-Mexico
13. AT&T International ACCUNET T1.5 Service-Canada
14. AT&T International ACCUNET T1.5 Service-Mexico
15. AT&T International ACCUNET Spectrum of Digital
Services-Canada
16. AT&T International ACCUNET Spectrum of Digital
Services-Mexico
37
AT&T PRIVATE LINE AND SATELLITE Page 2 of 5
SERVICE TERMS AND PRICING
B. AT&T OC-48 INTEROFFICE CHANNELS - AT&T OC-48 Interoffice Channels
are available only as Unprotected Service. Unprotected Service
provides a dedicated transport capacity between AT&T Central
Offices on a route that does not have a protection path within the
AT&T network. AT&T Technical Reference 54078 (as revised from time
to time) applies to OC-48c Interoffice Channels.
C. AT&T 1.544 MBPS ECHO CANCELLATION. AT&T 1.544 Mbps Echo
Cancellation is an Office Function providing non-frequency
selective echo cancellation in AT&T's central office to improve
the quality of an AT&T T1.5 Inter Office Channel used for voice
transmissions. Echo cancellation is disruptive to data
transmissions, and is only available on an AT&T T1.5 Inter Office
Channel that is designated by CUSTOMER for use for voice
transmissions.
D. AT&T LOCAL CHANNEL SERVICES. AT&T Local Channel Services (AT&T
Tariff F.C.C. No. 11, as amended from time to time) consisting of:
1. ACCUNET T155 Mbps Local Channel Services
2. AT&T TERRESTRIAL 45 Mbps Local Channel Services
3. AT&T TERRESTRIAL 1.544 Mbps Local Channel Services
4. AT&T Digital Data Local Channel Service
5. AT&T ACCUNET Generic Digital Access Services
6. AT&T Voice Grade Local Channel Service
E. AT&T SATELLITE SERVICES. AT&T Satellite Services (AT&T Tariff
F.C.C. No. 7, as amended from time to time) consisting of AT&T
International Satellite Shared Earth Station Service.
2. TERM AND COMMITMENT. The Term and Volume Commitments applicable to the
Services provided under this Attachment are set forth in the Term and
Commitment Attachment to this Agreement. The Services provided under this
Attachment are Covered Data Services for purposes of the Term and
Commitment Attachment.
3. RATES AND CHARGES. The Rates and Charges for the Services provided under
this Attachment are the same as the undiscounted Rates and Charges under
the applicable Tariffs, as amended from time to time, except as provided
in Schedule 1 (Rates and Discounts) to this Attachment.
4. DISCOUNTS. The discounts provided in Schedule 1 (Rates and Discounts) to
this Attachment are the only discounts for the Services provided under
this Attachment.
38
AT&T PRIVATE LINE AND SATELLITE Page 3 of 5
SERVICE TERMS AND PRICING
5. CREDITS AND WAIVERS. The following credits and waivers are the only
credits and waivers that apply to the Services provided under this
Attachment. No other promotions, credits or waivers apply.
A. INSTALLATION CHARGE WAIVER. AT&T will waive the Nonrecurring
Installation Charges associated with the installation of certain
Services or service components provided under this Attachment. No
waiver applies to Services or service components that are
disconnected and reconnected after this Attachment is made part of
the Agreement.
1. Minimum In-Service Period. A twelve-month Minimum
In-Service Period applies for any service components
installed subject to a waiver of Installation Charges. If
any such service component is disconnected prior to the end
of the Minimum In-Service Period, CUSTOMER will be billed
for the Installation Charges previously waived for that
service component.
2. Charges Covered by Waiver. This Installation Charge Waiver
applies only to the following charges that would otherwise
be incurred for Services provided under this Attachment:
(a) Installation Charges for AT&T Private Line SONET OC12
Services
(b) Installation Charges for AT&T ACCUNET SONET T155 Services
(c) Installation Charges for AT&T Private Line Services, if
provided under AT&T Tariff F.C.C. No. 9, would be eligible
for discounting under the Multiservice Volume Pricing Plan
(this waiver does not apply to any Access Connection or
Function Connection that provides the physical connection
to AT&T services provided under AT&T Tariff F.C.C. Nos. 1
or 2)
(d) Installation Charges for AT&T International Private Line
Services
(e) Installation Charges for AT&T International Satellite
Shared Earth Station Services
(f) Installation Charges for AT&T Local Channel Services that,
if provided under AT&T Tariff F.C.C. No. 11, would be
eligible to receive discount under the Local Channel
Services Multiservice Volume Pricing Plan
(g) Installation Charges for AT&T XXXXXXXXXXX 00 Local Channel
Services
(h) Installation Charges for the following AT&T ACCUNET Service
Office Connections, Channel Options and Office Functions
39
AT&T PRIVATE LINE AND SATELLITE Page 4 of 5
SERVICE TERMS AND PRICING
(1) AT&T Private Line SONET OC12 Service Access
Connections (USOC 041AC)
(2) AT&T Private Line SONET OC12 Service Function
Connections (USOC NRZFC)
(3) AT&T ACCUNET SONET T155 Service Access Connections
(USOC 041AC)
(4) AT&T ACCUNET SONET T155 Service Function Connections
(USOC NRZFC)
(5) AT&T ACCUNET T45 Service Access Connections (USOC
O41AC)
(6) AT&T ACCUNET T45 Service Function Connections (USOC
NRZFC)
(7) AT&T ACCUNET T45 Service Enhanced Diversity Routing
(USOC DY7D1)
(8) AT&T ACCUNET T45 Service Specified Routing and
Avoidance (USOC DY7AS)
(9) AT&T ACCUNET T45 Service M28 Multiplexing (USOC M2X)
(10) AT&T ACCUNET T1.5 Service Access Connections (USOC
O41AC)
(11) AT&T ACCUNET T1.5 Service Function Connections (USOC
NRZFC)
(12) AT&T ACCUNET T1.5 Service Enhanced Diversity Routing
(USOC DY7D1)
(13) AT&T ACCUNET T1.5 Service Specified Routing and
Avoidance (USOC DY7AS)
(i) Installation Charges for AT&T 1.544 Mbps Echo Cancellation
B. ACF RECURRING CHARGE WAIVER. AT&T will waive the Monthly Recurring
Charges for the Access Coordination Function (ACF) associated with
all AT&T Xxxxxxxxxxx 00 Mbps Local Channels and AT&T Terrestrial
1.5 Mbps Local Channels installed after this Attachment is made
part of the Agreement. No waiver applies with respect to Local
Channels that are disconnected and
40
AT&T PRIVATE LINE AND SATELLITE Page 5 of 5
SERVICE TERMS AND PRICING
reconnected after this Attachment is made part of the Agreement. A
twelve-month Minimum In-Service Period applies for any Local
Channel for which the ACF Monthly Recurring Charges are waived. If
the Local Channel is disconnected prior to the end of the Minimum
In-Service Period, CUSTOMER will be billed a Termination Charge
equal to the amount of Monthly Recurring Charges waived under this
Section for the ACF associated with the disconnected Local
Channel.
6. CLASSIFICATIONS, PRACTICES AND REGULATIONS. Except as otherwise
provided in this Attachment, the rates and regulations that apply
to the Services provided under this Attachment are as set forth in
the applicable Tariffs.
A. DETARIFFING. If, during the Term of this Attachment, any of
the tariffs of AT&T referenced herein are canceled, in
whole or in part, pursuant to a statutory change, order or
requirement of a governmental or judicial authority of
competent jurisdiction requiring detariffing, then,
following such cancellation, any rates, terms and
conditions of such tariffs that had been applicable to the
Services provided under this Agreement will continue to
apply, based on the language of the tariffs in effect as of
the date of cancellation, unless modified by this
Attachment or the Agreement.
B. DEFINITIONS. Terms not otherwise defined in this Attachment
or in the Agreement have the meanings provided in the
applicable Tariffs.
==============================================================================
End of Attachment
41
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION Page 1 of 22
AT&T ATM SERVICE DESCRIPTION ATTACHMENT
CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.
Date of execution of Agreement: __________________ (by CUSTOMER)
__________________ (by AT&T)
================================================================================
This Attachment describes the various component services that comprise the AT&T
Asynchronous Transfer Mode (ATM) Service. The only services provided under this
Agreement are those identified as services provided in the Service Terms and
Pricing Attachment. AT&T Asynchronous Transfer Mode (ATM) Service are not
interoperable with any AT&T tariffed services, features or capabilities, except
to the extent as may be expressly set forth in this Agreement.
1. AT&T DOMESTIC ATM SERVICE.
A. AT&T Asynchronous Transfer Mode Service ("ATM") is
based on the asynchronous transfer mode technology,
features and options described in this Attachment.
Under this Attachment, Domestic ATM Service is
available only within the contiguous U.S.
B. CUSTOMER can access ATM Service by terminating its
access circuit(s) on a DS1 (1.5 Mbps), DS3 (45 Mbps)
or OC3 (155 Mbps) Port residing in an ATM Service
Point-of-Presence. A 1.5, 45 or 155 Mbps Port Speed
defines the maximum rate the CUSTOMER premises
equipment can transmit and receive data from the
CUSTOMER premises to the ATM Service network. Logical
connectivity between two CUSTOMER Ports will be
provided by symmetrical, full duplex PVC
characterized by its Committed Information Rate
("CIR").
C. Permanent Virtual Circuits (PVCs). An ATM PVC is a
logical connection between two Domestic ATM Access
Port. ATM PVCs are provided solely in a two-way
configuration.
1. ATM PVCs, in the form of Virtual Channel
Connections (VCC) or Virtual Path
Connections (VPC), will interconnect ATM
Ports. Each ATM PVC acts as a virtual trunk,
carrying data directly between a pair of
user interfaces.
2. Virtual Path Service differs from Virtual
Connection Service in that the network
switches the cells based on the value of the
Virtual Path Identifier (VPI) field in the
cell headers and masks the Virtual Channel
Identifier (VCI) field in the cell headers.
This allows CUSTOMER's equipment to
dynamically assign VCI fields within the
VPCs. This option is potentially useful for
providing virtual trunking between premises
based local ATM networks over
42
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION Page 2 of 22
the WAN or when using per-VCC multiplexing
schemes, e.g. one VCC per higher level
protocol type, which may require dynamic
assignments. All VCs in a VP must be of the
same Class of Service (CBR or VBR-NRT). VCI
is masked, therefore AT&T has no method of
enforcing this engineering guideline.
3. The AT&T ATM Service supports the following
ATM Service classes:
(a) Variable Bit Rate - Non Real Time
("VBR - NRT") Connection Oriented
Data service - The ATM Variable Bit
Rate PVCs are ordered based on a
Committed Information Rate (CIR)
but may also be described by their
Sustained Cell Rate (SCR). AT&T
assumes CUSTOMER is using AAL5 with
a 48 byte payload, thus the SCR =
CIR / 48 bytes per cell x 8 bits
per byte. Thus, CUSTOMER does not
need to account for the 5-byte per
cell ATM header when choosing a
CIR.
(b) Constant Bit Rate ("CBR") service -
The ATM Constant Bit Rate PVCs are
ordered based on a Committed
Information Rate (CIR) but may also
be described by their Peak Cell
Rate (PCR). AT&T assumes CUSTOMER
is using AAL1 with a 47 byte
payload, thus the PCR = CIR / 47
bytes per cell x 8 bits per byte.
D. AT&T Operations and Maintenance. Included as part of
the service is AT&T's operation and maintenance of
the ATM Service network seven days a week,
twenty-four hours a day. An AT&T HSS Implementation
Manager will be available to handle CUSTOMER
inquiries and requests during implementation.
E. AT&T FRS/ATM Interworking.
1. AT&T Frame Relay/Asynchronous Transfer Mode
Interworking Service is based on the AT&T
FRS/ATM Interworking technologies, features
and options described in this Attachment.
Under this Attachment, AT&T FRS/ATM
Interworking Service is available only
within the contiguous U.S.
2. CUSTOMER can access FRS/ATM Interworking
Service by terminating its FRS/ATM
Interworking PVCs on a DS1 (1.5 Mbps), DS3
(45 Mbps) or OC3 (155 Mbps) Port residing on
an AT&T ATM Point of Presence ("ATM POP"). A
1.5, 45 or a 155 Mbps Port Speed defines the
maximum rate the CUSTOMER premises equipment
can transmit and receive data from the
CUSTOMER premises to the FRS/ATM
Interworking Service network. Logical
connectivity between CUSTOMER's FRS/ATM
43
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION Page 3 of 22
Interworking Port and ATM Port will be
provided by symmetrical, full duplex FRS/ATM
Interworking PVC characterized by its
Committed Information Rate ("CIR").
3. The AT&T FRS/ATM Interworking service
supports Variable Bit Rate - Non Real Time
("VBR - NRT") Connection Oriented Data
service.
4. AT&T Operations and Maintenance is included
as part of the FRS/ATM Interworking service
network seven days a week, twenty-four hours
a day. An AT&T HSS Implementation Manager
will be available to handle CUSTOMER
inquiries and requests during
implementation.
2. AT&T LOCAL ATM SERVICE.
A. Under this Attachment, AT&T Local ATM Service and
Local FRS/ATM Interworking Service are available in
the following Metropolitan Areas:
---------------------------------------------------------------
METROPOLITAN AREA STATE LATA
---------------------------------------------------------------
Atlanta GA 438
---------------------------------------------------------------
Baltimore MD 238
---------------------------------------------------------------
Birmingham AL 476
---------------------------------------------------------------
Boston MA 128
---------------------------------------------------------------
Charlotte NC 422
---------------------------------------------------------------
Chattanooga TN 472
---------------------------------------------------------------
Chicago IL 358
---------------------------------------------------------------
Cleveland OH 320
---------------------------------------------------------------
Columbus OH 324
---------------------------------------------------------------
Dallas TX 552
---------------------------------------------------------------
Denver CO 656
---------------------------------------------------------------
Detroit MI 340
---------------------------------------------------------------
Hartford CT 920
---------------------------------------------------------------
Houston TX 560
---------------------------------------------------------------
Indianapolis IN 336
---------------------------------------------------------------
Kansas City MO 524
---------------------------------------------------------------
Knoxville TN 474
---------------------------------------------------------------
Los Angeles CA 730
---------------------------------------------------------------
Miami/Ft. Lauderdale FL 460
---------------------------------------------------------------
Milwaukee WI 356
---------------------------------------------------------------
Minneapolis/St. Xxxx MN 628
---------------------------------------------------------------
Nashville TN 470
---------------------------------------------------------------
New Jersey NJ 224
---------------------------------------------------------------
New York NY 132
---------------------------------------------------------------
Oakland CA 722
---------------------------------------------------------------
Omaha NB 644
---------------------------------------------------------------
44
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION Page 4 of 22
---------------------------------------------------------------
METROPOLITAN AREA STATE LATA
---------------------------------------------------------------
Orlando FL 458
---------------------------------------------------------------
Philadelphia PA 228
---------------------------------------------------------------
Phoenix AZ 666
---------------------------------------------------------------
Pittsburgh PA 234
---------------------------------------------------------------
Portland OR 672
---------------------------------------------------------------
Providence RI 130
---------------------------------------------------------------
Sacramento CA 726
---------------------------------------------------------------
Salt Lake City UT 660
---------------------------------------------------------------
San Diego CA 732
---------------------------------------------------------------
San Francisco CA 722
---------------------------------------------------------------
Seattle WA 000
---------------------------------------------------------------
Xx. Xxxxx XX 520
---------------------------------------------------------------
Tampa FL 952
---------------------------------------------------------------
Washington D.C. / N. VA. DOC 236
---------------------------------------------------------------
B. The Local ATM Access Port provides connection
capability within a LATA. Local ATM Access Ports
include an access connection from the CUSTOMER
Premises to an AT&T Central Office providing Local
ATM Services within that LATA. Equivalent access
lines provided by the CUSTOMER, in lieu of the access
lines provided by AT&T, may be connected to Local ATM
Access Ports; however, all nonrecurring and monthly
charges for Local ATM Access Ports as set forth in
the AT&T ATM Service Terms and Pricing Attachment
will apply.
C. A Local ATM Access Port can connect within the same
LATA to a Domestic ATM Port or to a Local ATM Access
Port via a Local ATM PVC or a Domestic ATM PVC. A
Local ATM Access Port can connect to a Domestic ATM
Port in another LATA or to a Local ATM Access Port in
another LATA via a Domestic ATM PVC.
D. A Local ATM PVC is a logical connection between two
Local ATM Access Ports within the same LATA, or
between a Local ATM Access Port and a Domestic ATM
Port within the same LATA. Local ATM PVCs are
provided solely in a two-way configuration. Local ATM
PVCs must connect to at least one Local ATM Access
Port. The AT&T Local ATM service supports the
following Local ATM service classes: Constant Bit
Rate ("CBR") service; Variable Bit Rate - Non Real
Time ("VBR - NRT") Connection Oriented Data service.
E. Local FRS/ATM Interworking -
1. Under this Attachment, Local FRS/ATM
Interworking Service is available only in
the LATAs listed in Section 2.A, preceding.
45
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION Page 5 of 22
2. CUSTOMER can terminate its Local FRS/ATM
Interworking PVCs on a DS1 (1.5 Mbps), DS3
(45 Mbps) or OC3 (155 Mbps) Local ATM Access
Port or Domestic ATM Port residing on an
AT&T ATM Point of Presence ("ATM POP"). A
1.5, 45, or a 155 Mbps Port Speed defines
the maximum rate the CUSTOMER premises
equipment can transmit and receive data from
the CUSTOMER premises to the Local FRS/ATM
Interworking Service network.
F. A Local FRS/ATM Interworking Access Port provides
connection capability within a LATA. Local FRS/ATM
Interworking Access Ports include an access
connection from the CUSTOMER Premises to an AT&T
Central Office providing Local FRS/ATM Interworking
Services. Equivalent access lines provided by the
CUSTOMER, in lieu of the access lines provided by
AT&T, may be connected to Local FRS/ATM Interworking
Access Ports; however, all nonrecurring and monthly
charges for Local FRS/ATM Interworking Access Ports
set forth in the AT&T ATM Service Terms and Pricing
Attachment will apply.
G. A Local FRS/ATM Interworking Access Port can connect
within the same LATA to a Domestic ATM Port or to a
Local ATM Access Port via a Local FRS/ATM
Interworking PVC or a Domestic FRS/ATM Interworking
PVC. A Local FRS/ATM Interworking Access Port can
connect to a Domestic ATM Port in another LATA or to
a Local ATM Access Port in another LATA via a
Domestic FRS/ATM Interworking PVC.
H. A Local FRS/ATM Interworking PVC is a logical
connection between a Local FRS/ATM Interworking
Access Port and a Local ATM Access Port within the
same LATA or between a Local FRS/ATM Interworking
Access Port and a Domestic ATM Port within the same
LATA. A Domestic FRS/ATM Interworking Port can
connect to a Local ATM Access Port in the same LATA
using a Local FRS/ATM Interworking PVC. Local FRS/ATM
Interworking PVCs are provided solely in a two-way
configuration. Local FRS/ATM Interworking PVCs must
connect to at least one Local FRS/ATM Interworking
Access Port or Local ATM Access Port. The AT&T Local
FRS/ATM Interworking service supports Variable Bit
Rate - Non Real Time ("VBR - NRT") Connection
Oriented Data service.
3. AT&T INTERNATIONAL ATM SERVICE.
AT&T Asynchronous Transfer Mode ("ATM") Service is a communication
networking service used to transfer information using cell relay
technology. AT&T Bilateral ATM Service is available from the United
States to countries specified in the applicable rate
46
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION Page 6 of 22
tables. AT&T End-to-End ATM Service (E2E ATM) is available from the
contiguous United States to and between countries specified in the
applicable rate tables.
A. AT&T International ATM Service
1. AT&T Bilateral ATM Service. AT&T Bilateral
ATM Service is a "half channel" service
furnished by AT&T, in conjunction with
corresponding half channel services
furnished by foreign carriers in each
country to which the service is available.
Under this Attachment, AT&T provides the
port in the contiguous United States and
bi-directional Permanent Virtual Circuits
("PVCs") between a United States port and a
foreign port. This service requires the
customer to obtain ports and PVCs from the
foreign carrier to enable full duplex.
Logical connectivity between two CUSTOMER
Domestic ATM Ports will be provided by
symmetrical, full duplex ATM PVC
characterized by its Committed Information
Rate ("CIR").
2. AT&T End-to-End ATM Service (AT&T E2E ATM)
(a) AT&T End-to-End ATM is an
end-to-end service between the
contiguous United States and
various countries in the rest of
the world. Countries where service
is currently available are listed
above each relevant rate table. In
conjunction with this end-to-end
service, AT&T also arranges for
service within and among such
countries.
(b) AT&T E2E ATM is a seamless offer in
which AT&T provides the United
States port, Trans-Atlantic PVC,
Trans-Pacific PVC, Intra-Europe
PVC, Intra-Asia PVC, Europe-Asia
PVC, non-United States port and
access outside of the United
States. AT&T offers a single point
of contact for ordering,
provisioning, maintenance and
billing.
B. Access Circuits
1. AT&T Bilateral ATM Access Circuits
(a) CUSTOMER can access AT&T Bilateral
ATM in the United States by
terminating its access circuit(s)
on a DS1 (1.5 Mbps) or a DS3 (45
Mbps) port residing in an AT&T ATM
Service Point-of-Presence. Logical
connectivity between two CUSTOMER
ports will be provided by
symmetrical, full duplex PVC
characterized by its Committed
Information Rate ("CIR").
(b) Port speed and CIR are used to
define the maximum rate the
CUSTOMER premises equipment can
transmit and receive data from the
CUSTOMER premises to the ATM
47
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION Page 7 of 22
Service network. A CIR less than
1.024 Mbps can transmit and receive
data at a maximum rate of 4 times
the CIR. A CIR between 1.024 Mbps
and 10 Mbps can transmit and
receive data at a maximum rate of 2
times the CIR. A CIR over 10 Mbps
can transmit and receive data at a
maximum rate of 1.10 times the CIR.
2. AT&T End-to-End ATM Access Circuits
(a) CUSTOMER can access AT&T E2E ATM in
the United States by terminating
its access circuit(s) on a DS1 (1.5
Mbps) or a DS3 (45 Mbps) port
residing in an AT&T ATM Service
Point-of-Presence. CUSTOMER can
access AT&T E2E ATM in Europe, Asia
or the Pacific Rim by terminating
its access circuit(s) on a port
residing in a E2E ATM
Point-of-Presence. Logical
connectivity between two CUSTOMER
ports will be provided by
symmetrical, full duplex PVC
characterized by either its Peak
Cell Rate (PCR) or its Sustainable
Cell Rate (SCR).
(b) Port speed and SCR are used to
define the maximum rate the
CUSTOMER premises equipment can
transmit and receive data from the
CUSTOMER premises to the Concert
ATM Service network. PCR may be
ordered equal to 1.0, 1.5, or 2
times SCR.
C. Service Classes
1. AT&T Bilateral ATM Service Classes
(a) AT&T Bilateral ATM supports the
following ATM service classes:
Class "A": or Constant Bit Rate
("CBR") and Class "C" or Variable
Bit Rate - Non Real Time ("VBR -
NRT").
(b) ATM Class CBR PVCs are ordered
based on a CIR but may also be
described by their PCR. AT&T
assumes CUSTOMER is using ATM
Adaptation Layer 1 (AAL1) with a 47
byte payload. The PCR = CIR / 47
bytes per cell x 8 bits per byte.
The CUSTOMER does not need to
account for the 6-byte per cell ATM
header when choosing a CIR.
(c) ATM VBR NRT PVCs are ordered based
on a CIR but may also be described
by their SCR. AT&T assumes CUSTOMER
is using ATM Adaptation Layer 5
(AAL5) with a 48 byte payload, thus
the SCR = CIR / 48 bytes per cell x
8 bits per byte. Thus, CUSTOMER
does not need to account for the
5-byte per cell ATM header when
choosing a CIR.
48
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION Page 8 of 22
2. AT&T End-to-End ATM Service Classes
(a) AT&T E2E ATM supports the following
ATM service classes: Class "A": or
Constant Bit Rate ("CBR") and Class
"C" or Variable Bit Rate - Non Real
Time ("VBR - NRT").
(b) ATM Class CBR PVCs are ordered based
on a PCR. AT&T assumes CUSTOMER is
using ATM Adaptation Layer 1 (AAL1)
with a 47 byte payload and a 6 byte
header. PCR is based on payload and
header. Thus, the PCR = 53 bytes per
cell x 8 bits per byte. The customer
does need to account for the 6-byte
per cell header when choosing a PCR.
(c) ATM VBR NRT PVCs are ordered based
on a SCR. AT&T assumes CUSTOMER is
using ATM Adaptation Layer 5 (AAL5)
with a 48 byte payload and a 5 byte
header. The SCR = 53 bytes per cell x
8 bits per byte. The CUSTOMER does
need to account for the 5-byte per
cell header when choosing an SCR.
D. Maintenance. AT&T Bilateral ATM and AT&T E2E ATM
include operation and maintenance of the ATM service
network seven days a week, twenty-four hours a day.
E. AT&T International Service Interworking
AT&T International Service Interworking ("I-SIW") is a feature
that provides PVCs (both end-to-end and 1/2 channel) with a
capability to communicate data between ATM and FRS ports,
conforming to the defined standards. AT&T I-SIW enables
CUSTOMER's FRS Ports in one country to communicate with its
ATM Ports in another country without modification to the CPE.
I-SIW is available between the following FRS Ports: AT&T FRS
Ports-offered under AT&T Tariff F.C.C. No. 4 (or any successor
thereto), including AT&T E2E FRS Ports in the countries as
specified in AT&T Tariff F.C.C. No. 4, Section 14.12.1; and
CUSTOMER FRS ports located outside the United States obtained
from non-US AT&T affiliates or other non-US suppliers with
whom suitable arrangements may be in place between AT&T and
such supplier, as designated by AT&T from time to time in its
sole discretion ("International Suppliers"); and ATM
Ports-offered under this Attachment. (Note: Only Symmetrical
PVCs are covered by I-SIW. FRS and/or ATM Shadow PVCs are not
offered with I-SIW.) I-SIW is available only in accordance
with the I-SIW Supported Scenarios specified below.
1. I-SIW Supported Scenarios:
(a) I-SIW with International Suppliers -
Half/Channel Service (i.e., US
domestic ATM Port and Half-Channel
FRS outside the US)
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(b) ACE2E FRS to AT&T E2E
ATM-International SIW (with AT&T
E2E ATM Full-Channel ATM Service),
(no US port). AT&T E2E FRS Port and
E2E ATM Port located in different
non-US countries, wherever either
service is available.
(c) AT&T E2E FRS to AT&T ATM - I-SIW -
with AT&T E2E (Full-Channel) FRS
(US ATM Port and Full-Channel FRS
PVC)
2. I- SIW Service Classes:
(a) I-SIW supports Variable Bit Rate -
Non Real Time ("VBR - NRT")
Connection Oriented Data Service.
(b) CUSTOMER can access I-SIW by
terminating its I-SIW PVCs on an
AT&T domestic ATM, an E2EATM or
AT&T E2E FRS port outside the US,
or any International Supplier FRS
port. I-SIW will be offered as
symmetrical, full duplex SIW PVC
characterized by its Committed
Information Rate ("CIR").
(c) There is no separate charge for
I-SIW, but the underlying charges
for ATM and FRS Ports and PVCs
continue to apply. Further, a
customer must order I-SIW and
designate the FRS and ATM ports
between which the I-SIW PVC will be
installed.
(d) AT&T provides Operations and
Maintenance support for I-SIW seven
days a week, twenty-four hours a
day. An AT&T International Project
Implementation Manager will be
available to handle CUSTOMER
inquiries and requests during your
implementation period.
4. RATE ELEMENTS.
A. AT&T DOMESTIC ATM SERVICE.
1. Domestic ATM - Network Initialization. The
one-time Charge for ATM Service Network
Initialization.
2. Domestic ATM Ports Charge. A Monthly
Recurring Charge applies to each CUSTOMER
location in the contiguous United States.
3. Domestic Port Change Charge. When CUSTOMER
requests to increase or decrease a port
speed at any time after the service date of
that port, a Port Change Charge will apply
for each change to a port speed.
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4. Domestic ATM PVC Charges. A Monthly
Recurring Charge applies to each PVC. The
charges are for 2-way bi-directional
(duplex). There are 2 types of PVC Charges:
Class "C" VBR NRT PVCs, and Class "A" CBR
PVCs.
5. Domestic PVC Change Charge. When CUSTOMER
requests to increase or decrease a PVC CIR
at any time after the service date of that
PVC, a PVC Change Charge will apply for each
change to a PVC CIR.
B. AT&T DOMESTIC FRS/ATM INTERWORKING.
1. AT&T DOMESTIC FRS/ATM INTERWORKING PORTS.
The Monthly Recurring Charges for Domestic
FRS/ATM Interworking Ports are in addition
to Port Monthly Charges.
(a) DOMESTIC PORT CHANGE CHARGE. When
CUSTOMER requests to increase or
decrease a port speed, or change a
Local Access Port to a Domestic
Port or a Domestic Port to a Local
Access Port, where allowed, at any
time after the service date of that
port, a Port Change Charge will
apply for each change to a port.
(b) DOMESTIC FRS/ATM INTERWORKING PORT
INTERCONNECTION MONTHLY CHARGE. A
Domestic FRS/ATM Interworking Port
Interconnection Monthly Charge will
apply to every Domestic FRS/ATM
Interworking Port connected to a
Local FRS/ATM Interworking PVC. The
Domestic FRS/ATM Interworking Port
Interconnection Monthly Charge is
in addition to the Domestic FRS/ATM
Interworking Port Monthly Charge.
(c) DOMESTIC FRS/ATM INTERWORKING PVCS.
A Monthly Recurring Charge applies
to each PVC. The charges are for
2-way bi-directional (duplex).
There are 2 types of FRS/ATM
Interworking PVC: Class "C" VBR NRT
PVCs, and Class "A" CBR PVCs.
(d) DOMESTIC FRS/ATM INTERWORKING PVC
CHANGE CHARGE. When CUSTOMER
requests to increase or decrease a
PVC CIR, or change a Local PVC to a
Domestic PVC, or a Domestic PVC to
a Local PVC, where allowed, a PVC
Change Charge will apply for each
change to a PVC.
(e) FRS/ATM INTERWORKING CUSTOMER
NETWORK MANAGEMENT SERVICES. When
CUSTOMER orders CNMS, all Ports
will be covered and charged at the
per Port rate. SNMP is the protocol
used to deliver alarms and
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AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
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reports to the AT&T and CUSTOMER's
management systems.
C. AT&T LOCAL ATM SERVICE. The following Charges will
apply for all CUSTOMER locations in the contiguous
United States.
1. Local ATM - Network Initialization. The
one-time Charge for Local ATM Service
Network Initialization.
2. Local ATM Access Ports. A Monthly Recurring
Charge applies to each CUSTOMER location in
the contiguous United States.
3. Local Port Change Charge. When CUSTOMER
requests to increase or decrease an Access
Port speed, or change a Local Access Port to
a Domestic Port or a Domestic Port to a
Local Access Port, where allowed, at any
time after the service date of that port, a
Port Change Charge will apply for each
change to a port.
4. Local ATM Access Port Interconnection
Monthly Charge. A Local ATM Access Port
Interconnection Monthly Charge will apply to
every Local ATM Access Port connected to a
Domestic ATM PVC or to a Domestic FRS/ATM
Interworking PVC. The Local ATM Access Port
Interconnection Monthly Charge is in
addition to the Local ATM Access Port
Monthly Charge.
5. Local ATM/FRS Interworking Access Port
Interconnection Monthly Charge. A Local
FRS/ATM Interworking Access Port
Interconnection Monthly Charge will apply to
every Local FRS/ATM Interworking Access Port
connected to a Domestic FRS/ATM Interworking
PVC. A Domestic FRS/ATM Interworking Port
Interconnection Monthly Charge will apply to
every Domestic FRS/ATM Interworking Port
connected to a Local FRS/ATM Interworking
PVC. The Port Interconnection Monthly Charge
is in addition to the Monthly Recurring
Charges for the Local FRS/ATM Interworking
Access Port, Domestic FRS/ATM Interworking
Access Port, and Domestic FRS/ATM
Interworking Port.
6. Local ATM PVCs. A Monthly Recurring Charge
applies to each PVC. There are 2 types of
PVC Charges: Class "C" VBR NRT PVCs, and
Class "A" CBR PVCs.
7. Local PVC Change Charge. When CUSTOMER
requests to increase or decrease a Local PVC
CIR, or change a Local PVC to a Domestic PVC
or a Domestic PVC to a Local PVC, where
allowed, at any time after the service date
of that PVC, a Local PVC Change Charge will
apply for each change to a Local PVC.
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D. AT&T International ATM Service.
1. AT&T Bilateral ATM Service
(a) U.S. Global ATM Port Charges. U.S.
Global ATM Port Charges apply per
port for AT&T Bilateral ATM Service
for all CUSTOMER locations in the
contiguous United States. U.S.
Global ATM Port Charges consist of
a Monthly Recurring Charge, a
Non-Recurring Installation Charge,
and a Port Change Charge. A Port
Change Charge applies when CUSTOMER
increases or decreases a port
speed.
(b) Bilateral ATM PVC Charges.
Bilateral ATM PVC Charges apply per
bi-directional "half-channel" PVC
for AT&T Bilateral ATM Service.
Bilateral ATM PVC Charges consist
of a Monthly Recurring Charge, a
Non-Recurring Installation Charge,
and a Port Change Charge. Monthly
Recurring Charges vary by country
and by type of PVC. A PVC Change
Charge applies when CUSTOMER
increases or decreases a PVC CIR at
any time after the service date of
that PVC. Domestic ATM Port pricing
applies to U.S. Ports provided as
part of AT&T Bilateral ATM Service
to Canada.
2. AT&T End-to-End ATM Service. AT&T End-to-End
ATM Service requires the purchase of an ATM
Port in the United States and a compatible
Port outside the United States, or two
compatible non-U.S. Ports. Ports are
available at the speeds and in the countries
listed in the applicable rate table.
(a) AT&T End-to-End ATM Port Charges.
AT&T End-to-End ATM Port Charges
apply per port. AT&T End-to-End ATM
Port Charges consist of a Monthly
Recurring Charge, a Non-Recurring
Installation Charge, and a Port
Change Charge. A Port Change Charge
applies when CUSTOMER increases or
decreases a port speed. Domestic
ATM Port pricing applies to U.S.
Ports provided as part of AT&T
End-to-End ATM Service.
(b) AT&T End-to-End ATM Inverse
Multiplexing for ATM Ports (IMA).
During the Service Period the
CUSTOMER may order IMA Ports in
Europe, Asia or the Pacific Rim to
support Inverse Multiplexing for
ATM Service (IMA). The AT&T
End-to-End IMA Service requires the
purchase of two IMA ports outside
of the United States, or an ATM
Port and an IMA port - both outside
the United States. IMA Ports are
subject to availability on an
individual case basis.
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Additional CPE may be required.
AT&T End-to-End IMA Port Charges
consist of a Monthly Recurring
Charge, a Non-Recurring
Installation Charge, and a Port
Change Charge. A Port Change
Charge applies when CUSTOMER
increases or decreases a port
speed.
5. DEFINITIONS.
A. "ATM Adaptation Layer (AAL)" is the standards layer
of the protocol established by the ATM Forum for the
translation of higher layer services into the size
and format of an ATM cell. AAL allows multiple
applications to have data converted to and from the
ATM cell. AAL-1 (Type 1) functions in support of
constant bit rate, time-dependent traffic such as
voice and video. AAL-5 (Type 5) functions in support
of variable bit rate, delay-tolerant
connection-oriented data traffic requiring minimal
sequencing or error detection.
B. "Average Number of Domestic PVCs" in service during a
month is the sum of the total number of Domestic PVCs
in service at the end of each day during the month
divided by the number of days in that month.
C. "Class "A" CBR PVCs" means Constant Bit Rate calls
which may be uni-directional (forward direction call
only) or bi-directional (forward and backward
direction). Calls may also be asymmetrical. CBR usage
charges are based on the ATM PVC CIR and the Peak
Cell Rate (PCR), and the connection speed and the
duration of the call are rounded up to the nearest
one-tenth of a second.
D. "Class "C" VBR NRT PVCs" means Variable Bit Rate -
Non Real Time calls which may be uni-directional
(forward direction call only) or bi-directional
(forward and backward direction). Calls may also be
asymmetrical. VBR-NRT usage charges are based on the
ATM PVC CIR and the Sustained Cell Rate (SCR) and the
connection speed and the duration of the call are
rounded up to the nearest one-tenth of a second.
E. "Content" means information made available, displayed
or transmitted in connection with a Service
(including, without limitation, information made
available by means of an HTML "hot link", a third
party posting or similar means) including all
trademarks, service marks and domain names contained
therein as well as the contents of any bulletin
boards or chat forums, and, all updates, upgrades,
modifications and other versions of any of the
foregoing.
F. "Delay" is the interval of time it takes for a test
packet of data to travel from the Service Interface
(SI) of an ingress Domestic Port to the SI of the
egress Domestic Port for an Unloaded Domestic PVC.
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G. "Round trip" is the time it takes for the test packet
of data to travel from ingress Domestic Port SI to
egress Domestic Port SI and back to the ingress
Domestic Port SI using the same Domestic PVC.
H. "Service Interface (SI)" is the point of
interconnection between a Domestic ATM Port and an
access line.
I. "Total Available Time" is calculated by multiplying
the Average Number of Domestic PVCs in service during
a month by the total number of days in that month,
multiplied by 1440 minutes per day.
J. "Total Outage Duration" is the sum of the outage
time, in minutes, of all Domestic PVCs affected by
network outages reported by CUSTOMER during a month.
Outage time begins when CUSTOMER reports the trouble
and releases the affected components to AT&T and ends
when AT&T notifies CUSTOMER that the problem has been
resolved and the components are available to CUSTOMER
to use.
K. "Unloaded Domestic PVC" is a Domestic PVC that is not
being used to transmit any other data at the time the
delay measurement is being performed.
6. IMPLEMENTATION OF AT&T ATM SERVICE.
A. CUSTOMER and AT&T will mutually agree upon a
Scheduled Network Activation Date ("SNAD") for each
ATM Port and PVC. If AT&T postpones a SNAD for Local
or Domestic ATM Service for six (6) or more business
days, CUSTOMER shall either (i) cancel the postponed
Port(s) and/or PVC(s) at no charge, or (ii) accept
implementation of the Port(s) and/or PVC(s) and if
applicable, after implementation, receive a
Performance Credit as specified in Section 9.B of
this Attachment.
B. CUSTOMER may postpone implementation at any time
prior to the SNAD. However, if CUSTOMER postpones
implementation within three (3) business days prior
to the SNAD, AT&T reserves the right to xxxx CUSTOMER
a delay charge of $200.00 for each postponed Port and
a delay charge of $50.00 for each postponed PVC. If
CUSTOMER postpones a SNAD by more than twenty (20)
business days, CUSTOMER shall (1) accept billing for
the postponed Port(s) and/or PVC(s) commencing on the
first day after the twentieth (20th) business day, or
(2) cancel the postponed Port(s) and/or PVC(s), pay a
cancellation charge of $500.00 for each canceled Port
and a cancellation charge of $50.00 for each canceled
PVC, and mutually agree with AT&T on a new SNAD.
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7. BILLING.
A. Billing for each location shall begin on the Actual
Network Activation Date ("ANAD") for that location,
except as provided in Section 5.B(1) of this
Attachment.
B. The ANAD for a CUSTOMER location is when CUSTOMER is
notified by AT&T that ATM or FRS/ATM Interworking is
being provided to that location.
8. RESPONSIBILITIES OF THE PARTIES.
A. CUSTOMER shall ensure that all CUSTOMER-provided
equipment on its premises that connects to the ATM
will perform according to published technical
specifications for such equipment, and will conform
to interface requirements as set in the applicable
AT&T ATM Interface Specifications.
B. CUSTOMER is responsible for obtaining and providing
the facilities to connect to the ATM from its
premises to the designated AT&T point of presence.
CUSTOMER's responsibilities include: (1) upgrades of
CUSTOMER-provided equipment to support ATM; (2)
DSU/CSU's or equivalent devices to support the access
circuit(s) and/or coordinated access; and (3) access
circuits, and network multiplexing (M24) and (M28)
functionality as required to support the ATM
configuration.
9. DOMESTIC SLAS. The following SLAs applies only to Domestic
Ports and Domestic PVCs, and the references to Ports and PVCs
following means Domestic Ports and Domestic PVCs.
A. GENERAL PROVISIONS.
1. Application - The following SLAs and credit
allowances ("Performance Credit") will apply
when CUSTOMER (i) has at least 1 Domestic
ATM Permanent Virtual Circuits (PVCs) in
service during the entire calendar month, or
at least 1 Domestic FRS/ATM Interworking
Permanent Virtual Circuits (PVCs) in service
during the entire calendar month, (ii)
subscribes to AT&T's Electronic Order and
Electronic Maintenance web-based interfaces
to the AT&T ordering and maintenance systems
which enable CUSTOMER to place orders,
report troubles and track status of the
Services provided under this Attachment, and
(iii) is not entitled to any other credits
for interruptions or delays.
2. Calculations for the Time To Restore and
Transit Delay SLAs will be based on troubles
reported by CUSTOMER using AT&T's Electronic
Order and Electronic Maintenance web-based
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AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
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interfaces, or such other reporting
procedure designated by AT&T if the
designated web-based interfaces are
inaccessible.
3. In order to receive a Performance Credit for
AT&T's failure to meet the SLAs set forth
following, CUSTOMER must request the
Performance Credit in writing within thirty
(30) days of the last day in the calendar
month in which the failure occurred.
4. A Domestic PVC or Domestic Port can only
receive one Performance Credit during any
calendar month. If more than one SLA is not
met in a given calendar month, the SLA with
the highest Performance Credit shall apply.
5. Unless otherwise specifically set forth in
the SLA description, AT&T is not responsible
for failure to meet SLAs for any of the
following reasons: (1) the negligence of
CUSTOMER or others authorized by CUSTOMER to
use the Service provided under this
Attachment, (2) interruptions or delays due
to the failure of power, equipment, services
or systems not provided by AT&T, (3)
interruptions or delays due to access lines
or CUSTOMER premises equipment whether
provided by AT&T or others (4) interruptions
or delays during any period in which AT&T or
its agents are not afforded access to the
premises where access lines associated with
the Services provided under this Attachment
are terminated, (5) interruptions or delays
during any period when CUSTOMER or User has
released a service(s) to AT&T for
maintenance or rearrangement purposes or for
the implementation of a CUSTOMER order, (6)
interruptions or delays during any period
when CUSTOMER elects not to release the
Service(s) for testing and/or repair and
CUSTOMER continues to use Service, (7)
interruptions not reported to AT&T or where
there is a trouble reported, but no trouble
found, or, (8) interruptions or delays due
to labor difficulties, governmental orders,
civil commotion, acts of God and other
circumstances beyond AT&T's reasonable
control.
B. ON-TIME IMPLEMENTATION.
1. If AT&T postpones a SNAD of a Domestic Port
or Domestic PVC for less than six (6)
business days and CUSTOMER accepts
implementation of such Domestic Port and/or
Domestic PVC, AT&T will apply a Performance
Credit against CUSTOMER's current ATM xxxx
in an amount equal to 100% of CUSTOMER's
discounted Monthly Charge for such Domestic
Port and/or Domestic PVC.
2. If AT&T postpones a SNAD of a Domestic Port
or Domestic PVC for six (6) or more business
days, and CUSTOMER accepts implementation of
such Domestic Port and/ or Xxxxxxxx XXX,
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AT&T will apply a Performance Credit against
CUSTOMER's current ATM xxxx in an amount
equal to 100% of CUSTOMER's discounted
Monthly Charge for such Domestic Port and/or
Domestic PVC.
C. NETWORK AVAILABILITY.
1. The Network Availability SLA, measured on a
calendar month basis, will be 99.99%.
2. Network Availability is defined as the
percent of time that ATM is available for
CUSTOMER use and is calculated by
multiplying 100 by the result of [1 - (Total
Outage Duration divided by Total Available
Time)].
3. If CUSTOMER's Network Availability for any
month is less than 99.92%, AT&T will apply a
Performance Credit against CUSTOMER's
current ATM xxxx in an amount equal to
CUSTOMER's discounted Monthly Charges for
all Domestic PVCs in service during that
month, multiplied by the Credit Percentage
(indicated in the following table)
associated with the greater of (i) the
average number of Domestic ATM PVCs in
service or (ii) the average number of
Domestic FRS/ATM Interworking PVCs in
service.
-----------------------------------------------------------------------
Average number of Average number of
domestic ATM PVCs in domestic FRS/ATM
service during the month Interworking PVCs in Credit
service during the month Percentage
-----------------------------------------------------------------------
Less than 10 Less than 20 0.0 %
-----------------------------------------------------------------------
10-49 20-49 1.0 %
-----------------------------------------------------------------------
50-99 50-99 10.0%
-----------------------------------------------------------------------
100 and above 100 and above 20.0%
-----------------------------------------------------------------------
D. TIME TO RESTORE (TTR).
1. The Time to Restore ("TTR") SLA is four (4)
hours or less for all outages each month.
TTR begins at the that a trouble is reported
to AT&T by CUSTOMER's personnel via AT&T's
Electronic Order and Electronic Maintenance
web-based interfaces, and TTR ends at the
time that AT&T notifies CUSTOMER that the
trouble has been resolved. The TTR is
rounded to the next whole minute.
2. For Domestic ATM PVCs or Domestic Ports,
this SLA does not include troubles caused by
failures in CUSTOMER provided access lines.
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3. For Frame Relay Domestic PVCs or Domestic
Ports, this SLA includes troubles caused by
failures in AT&T provided access lines.
4. If AT&T fails to restore an outage of a
Domestic PVC or Domestic Port (i) within 4
hours after CUSTOMER has reported the
trouble, or (ii) within 8 hours after
CUSTOMER has reported the trouble and a
technician is required to be dispatched to
CUSTOMER's premise, AT&T will apply a
Performance Credit against CUSTOMER's
current ATM xxxx in an amount equal to
CUSTOMER's discounted Monthly Charges for
such Domestic PVC or Domestic Port
multiplied by 100%. CUSTOMER must release
the Domestic Port or Domestic PVC and
provide access to CUSTOMER's premises, as
required, for testing by AT&T and to fix the
trouble.
E. TRANSIT DELAY (TD).
1. The Transit Delay SLA for Domestic PVCs is
no more than 120 milliseconds of Delay (no
more than 140 milliseconds of Delay if the
Domestic PVC is connected to a Hawaii,
Puerto Rico or US Virgin Island Port),
measured Round Trip, excluding access and
CUSTOMER Premises Equipment.
2. If CUSTOMER reports a Domestic PVC delay
problem and AT&T's testing verifies that the
delay exceeds 120 milliseconds (or, if
applicable, 140 milliseconds) Round Trip and
AT&T fails to remedy the problem within
sixty (30) days, AT&T will apply a
Performance Credit against CUSTOMER's
current ATM xxxx in an amount equal to
CUSTOMER's discounted Monthly Charges for
such Domestic PVC for each month (or part of
a month) thereafter that the problem
continues unremedied. CUSTOMER must release
the Domestic PVC and provide access to
CUSTOMER's premises, as required, for
testing by AT&T and to fix the trouble.
10. E2E ATM PERFORMANCE OBJECTIVES.
A. On Time Provisioning (OTP) Performance Objective.
AT&T shall provision PVC's at each CUSTOMER site on
or before a mutually agreed CUSTOMER Committed Date
(CCD) for such site. (If no agreement can be reached
as to a CCD for a given site, CUSTOMER may cancel the
order for such site in accordance with Section 1
hereof). If AT&T fails to meet such CCD, the customer
is entitled to a one-time OTP Credit as specified in
Table 5.1. In order to receive any OTP Credit,
CUSTOMER must request the credit in writing within
thirty (30) days after the last day of the calendar
month in which the delay occurred. CUSTOMER
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compensation credits are applied monthly to the
CUSTOMER's ATM Xxxx as a billing adjustment.
--------------------------------------------------------------------------------
ON-TIME PROVISIONING (OTP) CREDITS
--------------------------------------------------------------------------------
DELAY PAST CCD ONE-TIME CREDIT
--------------------------------------------------------------------------------
1-5 business days 50% of one month's discounted Monthly
Charge for each Port and associated PVC
whose installation is delayed.
--------------------------------------------------------------------------------
5 business days 100% of one month's discounted Monthly
Charge for each Port and associated PVC
whose installation is delayed.
--------------------------------------------------------------------------------
B. Time to Restore (TTR) Performance Objective. AT&T
shall restore an outage of a PVC or Port attributable
to AT&T fault within 6 hours after CUSTOMER has
reported the trouble, or within 10 hours after the
customer report if a technician is required to be
dispatched to the CUSTOMER's premise, as specified in
the following Table. "Outage" means total
unavailability of Service utilizing PVC's based on
CUSTOMER Reported Troubles (CRTs) and not System
Reported Troubles (SRTs). An PVC or Port will be
deemed available so long as CUSTOMER is able to send
traffic from a customer premises via local access to
the Port or PVC for ingress and have the traffic be
accepted and sent via the port into the network for
transport to the designated egress port. In order to
receive any TTR Credit, CUSTOMER must request the
credit in writing within thirty (30) days after the
last day of the calendar month in which the failure
occurred. CUSTOMER compensation credits are applied
monthly to the CUSTOMER's ATM Xxxx as a billing
adjustment. TTR Credits for any month shall not to
exceed 20% of CUSTOMER's discounted Monthly Charges
for AT&T E2E ATM Services for the same month.
--------------------------------------------------------------------------------
TIME TO RESTORE (TTR) CREDITS
--------------------------------------------------------------------------------
TIME TO RESTORE TTR CREDIT
--------------------------------------------------------------------------------
6 hours (without a Technician) 10% of one month's discounted Monthly
Charges for such PVC or Port
--------------------------------------------------------------------------------
10 hours (with a Technician) 20% of one month's discounted Monthly
Charges for such PVC or Port
--------------------------------------------------------------------------------
TIME-TO-RESTORE CREDITS ARE CALCULATED AS FOLLOWS:
Calculations will be based on troubles reported by
CUSTOMER (CRT's) using AT&T's designated ATM Service
reporting procedures. "Time to Restore" begins when
the CUSTOMER reports the trouble and releases the
affected components to AT&T and ends when AT&T
notifies the CUSTOMER that the problem has been
resolved and the components are available to the
CUSTOMER to use.
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C. NETWORK AVAILABILITY (NA) PERFORMANCE OBJECTIVE.
Network Availability for CUSTOMER's AT&T E2E ATM
network shall meet or exceed the levels specified in
the following Table for the applicable type of
Service. NA Credits be calculated and provided
separately for each type of Service as specified
below for any month in which Network Availability
falls below the NA Performance Objective for the
specified Category in such month due to outage, net
of any OTP and TTR Credits applicable for the same
month. Availability means the percent of the time
during the given calendar month that CUSTOMER is able
to send traffic from a customer premises via local
access to an ingress port and have the traffic be
accepted and sent via the port into the network for
transport to the designated egress port. Availability
will be measured end-to-end, between facility
demarcations (Network Terminating Unit or NTU) on the
customer premises, including access but excluding CPE
(e.g., DSU/CSUs and Routers). Outage time begins when
the CUSTOMER reports the trouble and releases the
affected components to AT&T and ends when AT&T
notifies the CUSTOMER that the problem has been
resolved and the components are available to the
CUSTOMER to use. Outage time does not include
scheduled network upgrade/maintenance time or outages
not attributable to AT&T fault.
--------------------------------------------------------------------------------
Network Availability Objectives and Credits
--------------------------------------------------------------------------------
E2E ATM Availability = 99.70%
--------------------------------------------------------------------------------
Total Affected CUSTOMER PVCs NA Credit
--------------------------------------------------------------------------------
1-29 PVCs 5% of one month's discounted
Monthly Charge for each PVC
--------------------------------------------------------------------------------
30-49 PVCs 10% of one month's discounted
Monthly Charge for each PVC
--------------------------------------------------------------------------------
50-99 or more PVCs 20% of one month's discounted
Monthly Charge for each PVC
--------------------------------------------------------------------------------
1. Network Availability is calculated as
follows:
100 * (1 - (Sum of Outage Duration/Total
Available Time)
The "Sum of Outage Duration" is the total of
the outage time, in minutes, of all PVCs
affected by network outages reported by the
CUSTOMER during the month.
"Total Available Time" = (average number of
PVCs in service during the month) * (days in
month) * (minutes per day). The "average
number of PVCs in service during the month"
is the sum of the total number of PVCs in
service at the end of each calendar day
during the month divided by the number of
days in the month.
61
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION Page 21 of 22
2. Network Availability Credits will be
calculated as follows: Percentage * (Total
PVC discounted Monthly Charges for month -
Credits applied for On-Time Provisioning
(OTP) for the month, Time-to-Restore (TTR).
NOTE: although Network Availability is
measured NTU to NTU, credits are not applied
against access charges.
Example:
During a month with 30 days a CUSTOMER
has an average of 75 PVCs in-service.
During the month the CUSTOMER reported
the following troubles:
1. Network failure that caused outage of
20 PVCs for 3 hours and 32 minutes.
2. Network failure that caused outage of
15 PVCs for 29 minutes.
3. Network failure that caused outage of
15 PVCs for 5 hours and 10 minutes.
4. Network failure that caused outage of
25 PVCs for 8 hours and 47 minutes.
Sum of Outage Duration = (20 * 212) +
(15 * 29) + (15 * 310) + (25 * 527) =
20,950 minutes
Total Available Time = (75) * (30) *
(24 * 60)
= 3,240,000 minutes
Network Availability = 100 *
(1 - (20,950 / 3,240,000)) = 99.35%
Because the Network Availability for the
month is less than 99.70%, the CUSTOMER
is entitled to the following Network
Availability credit:
Total discounted Monthly Charges for
PVCs in service related to the AT&T E2E
ATM Service for such month: $151,720.00
Applicable Percentage based on an
average of 75 PVCs in service during the
month: 20%
62
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION Page 22 of 22
Credit Calculation for Network
Availability = .20 * ($151,720.00) =
$30,344.00
================================================================================
End of Attachment
63
Page 1 of 3
AT&T ATM AND FRAME RELAY
SERVICE TERMS AND PRICING
AT&T ATM AND FRAME RELAY SERVICE TERMS AND PRICING ATTACHMENT
CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.
Date of execution of Agreement: (by CUSTOMER)
--------------------------------
(by AT&T)
--------------------------------
================================================================================
1. SERVICES PROVIDED. AT&T will provide the following Services to CUSTOMER
under this Attachment and pursuant to the terms of the Master Carrier
Agreement and the applicable Tariffs specified below.
A. AT&T ASYNCHRONOUS TRANSFER MODE (ATM) SERVICE. AT&T Asynchronous
Transfer Mode (ATM) Service, as described in the AT&T ATM Service
Description Attachment, consisting of the following services:
1. AT&T Domestic ATM Service.
2. AT&T Local ATM Service.
3. AT&T International ATM Service, consisting of AT&T
Bilateral ATM Service.
B. AT&T INTERSPAN(R) FRAME RELAY SERVICES. AT&T InterSpan Frame
Relay Services (AT&T Tariff F.C.C. No. 4, as amended from time to
time) consisting of:
1. AT&T InterSpan Frame Relay Service
2. AT&T International InterSpan Frame Relay Service
2. TERM AND COMMITMENT. The Term and Volume Commitments applicable to the
Services provided under this Attachment are set forth in the Term and
Commitment Attachment to this Agreement. The Services provided under this
Attachment are Covered Data Services for purposes of the Term and
Commitment Attachment.
3. RATES AND CHARGES. The Recurring and Nonrecurring Rates and Charges for
the Services provided under this Attachment are as provided in the
Pricing Schedule to this Attachment.
4. DISCOUNTS. The discounts provided in the Pricing Schedules to this
Attachment are the only discounts for the Services provided under this
Attachment. No other discounts apply.
5. MONITORING CONDITIONS. None.
6. CREDITS AND WAIVERS. Except as specified in Section 8 of the AT&T ATM
Service Description Attachment (SLAs), the following credits and waivers
are the only credits
64
AT&T ATM AND FRAME RELAY Page 2 of 3
SERVICE TERMS AND PRICING
and waivers that apply to the Services provided under this Attachment. No other
promotions, credits or waivers apply.
A. NON RECURRING INSTALLATION CHARGE WAIVER. AT&T will waive the Nonrecurring
Installation Charges associated with the installation of certain Services
or service components provided under this Attachment. No waiver applies to
Services or service components that are disconnected and reconnected after
this Attachment is made part of the Agreement.
1. Minimum In-Service Period. A twelve month Minimum In-Service Period
applies for any service components installed subject to a waiver of
Installation Charges. If any such service component is disconnected
prior to the end of the Minimum In-Service Period, CUSTOMER will be
billed for the Installation Charges previously waived for that service
component.
2. Charges Covered by Waiver. This Installation Charge Waiver applies
only to the following charges that would otherwise be incurred for
Services provided under this Attachment:
(a) PVC Installation Charge. PVC Installation Charges for the following
AT&T ATM Services provided under this Attachment:
(1) Domestic ATM - Class C VBR NRT PVC
(2) Domestic ATM - Class A CBR PVC
(3) Domestic FRS/ATM Interworking PVCs
(4) Local ATM - Class C VBR NRT PVC
(5) Local ATM - Class A CBR PVC
(6) Local ATM Interworking PVCs
(7) International Bilateral ATM Class A CBR PVC
(8) International Bilateral ATM Class C VBR NRT PVC
(b) Port Installation Charge. Port Installation Charges for the following
AT&T ATM Services provided under this Attachment:
(1) Domestic ATM Ports
(2) Domestic FRS/ATM Interworking Ports
(3) Local ATM Ports
(4) Local FRS/ATM Interworking Ports
65
(5) International U.S. Global ATM Ports
(c) AT&T FRVPP-Eligible Frame Relay Services - Installation Charges
for AT&T Frame Relay Services provided under this Attachment
that, if provided under AT&T Tariff F.C.C. No. 4, as amended from
time to time, would be eligible to receive discount under the
Tariff 4 Frame Relay Volume Pricing Plan;
7. CLASSIFICATIONS, PRACTICES AND REGULATIONS. Except as otherwise provided in
this Attachment, the rates and regulations that apply to the Services
provided under this Attachment are as set forth in the applicable Tariffs.
A. DETARIFFING. If, during the Term of this Attachment, any of the
tariffs of AT&T referenced herein are canceled, in whole or in part,
pursuant to a statutory change, order or requirement of a governmental
or judicial authority of competent jurisdiction requiring detariffing,
then, following such cancellation, any rates, terms and conditions of
such tariffs that had been applicable to the Services provided under
this Agreement will continue to apply, based on the language of the
tariffs in effect as of the date of cancellation, unless modified by
this Attachment or Agreement.
B. DEFINITIONS. Terms not otherwise defined in this Attachment or in the
Agreement have the meanings provided in the applicable Tariffs.
1. Class "C" VBR NRT PVCs. - VBR-NRT calls may be uni-directional
(forward direction call only) or bi-directional (forward and
backward direction). Calls may also be asymmetrical. VBR-NRT
usage charges are based on the ATM PVC CIR and the Sustained Cell
Rate (SCR) and the connection speed and the duration of the call
are rounded up to the nearest one-tenth of a second.
2. Class "A" CBR PVCs. - CBR calls may be uni-directional (forward
direction call only) or bi-directional (forward and backward
direction). Calls may also be asymmetrical. CBR usage charges are
based on the ATM PVC CIR and the Peak Cell Rate (PCR), and the
connection speed and the duration of the call are rounded up to
the nearest one-tenth of a second.
66
AT&T SDN AND 800 SERVICES TERMS AND PRICING Page 1 of 4
AT&T SDN AND 800 SERVICES TERMS AND PRICING ATTACHMENT
CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.
Date of execution of Agreement: (by CUSTOMER)
------------------------
(by AT&T)
------------------------
===============================================================================
1. SERVICES PROVIDED. AT&T will provide the following Services to CUSTOMER
under this Attachment and pursuant to the terms of the Agreement and the
applicable Tariffs specified below.
A. AT&T SDN SERVICE. AT&T Software Defined Network (SDN) Services (AT&T
Tariff F.C.C. No. 1, as amended from time to time) consisting of AT&T
Customer SDN Service and International Calling Capability, and Network
Remote Access Options I and II.
B. AT&T MEGACOM 800 SERVICES. AT&T MEGACOM 800 Services (AT&T Tariff F.C.C.
No. 2, as amended from time to time) consisting of AT&T MEGACOM 800
Service, AT&T MEGACOM 800 Service-Canada, AT&T MEGACOM 800
Service-Mexico, and AT&T MEGACOM 800 Service-Overseas.
C. AT&T 800 READYLINE SERVICES. AT&T 800 READYLINE Services (AT&T Tariff
F.C.C. Nos. 2 and 14, as amended from time to time) consisting of AT&T
800 READYLINE, AT&T 800 READYLINE - Puerto Rico and the U.S. Virgin
Islands, AT&T 800 READYLINE - Canada, AT&T 800 READYLINE - Mexico, and
AT&T 800 READYLINE - Overseas, including AT&T Advanced 800 Service
features.
D. ACCESS CONNECTIONS. AT&T Private Line Service (AT&T Tariff F.C.C. No. 9,
as amended from time to time) consisting of AT&T ACCUNET(R) T1.5 Service
Access Connections.
E. AT&T LOCAL CHANNEL SERVICES. AT&T Local Channel Services (AT&T Tariff
F.C.C. No. 11, as amended from time to time) consisting of AT&T
TERRESTRIAL 1.544 Mbps Local Channel Services.
2. TERM AND COMMITMENT. The Term and Volume Commitments applicable to the
Services provided under this Attachment are set forth in the Term and
Commitment Attachment to this Agreement. The Services provided under this
Attachment are Covered Voice Services for purposes of the Term and
Commitment Attachment.
3. RATES AND CHARGES. The Rates and Charges for the Services provided under
this Attachment are the same as the undiscounted Rates and Charges under
the applicable
67
AT&T SDN AND 800 SERVICES TERMS AND PRICING Page 2 of 4
Tariffs, as amended from time to time, except as provided in Schedule 1
(Rates and Discounts) to this Attachment.
4. DISCOUNTS. No discounts apply for the Services provided under this
Attachment.
5. CREDITS AND WAIVERS. The following credits and waivers are the only credits
and waivers that apply to the Services provided under this Attachment. No
other promotions, credits or waivers apply.
A. INSTALLATION CHARGE WAIVER. AT&T will waive the Nonrecurring
Installation Charges associated with the installation of certain
Services or service components provided under this Attachment. No
waiver applies to Services or service components that are disconnected
and reconnected after this Attachment is made part of the Agreement.
The maximum combined value of the Installation Charges that will be
waived under this Section shall not exceed $75,000.00 during the Term
of this Attachment.
1. Minimum In-Service Period. A twelve-month Minimum In-Service
Period applies for any service components installed subject to
a waiver of Installation Charges. If any such service component
is disconnected prior to the end of the Minimum In-Service
Period. CUSTOMER will be billed for the Installation Charges
previously waived for that service component.
2. Charges Covered by Waiver. This Installation Charge Waiver
applies only to the following charges that would otherwise be
incurred for Services provided under this attachment:
(a) AT&T SDN Service - Service Establishment Charge.
(b) Per Dynamic Arrangement Per SDDN Location-USOC SMOCC
(c) Per VON Location util. Digital Special Access-USOC SMOVN
(d) Per VON Location util. Digital Switched Access-USOC SMOV1
(e) Overtime Charge-USOC NROEO
(f) AT&T MEGACOM 800 Service - Service Establishment
Installation Charge per routing arrangement, per AT&T
MEGACOM 800 Service Central Office (USOCs SG7B and SG7C).
(g) AT&T ACCUNET T1.5 Service Access Connections - Installation
Charges for AT&T ACCUNET T1.5 Service Access Connections
(USOC O41AC), when the Access Connection is ordered to
connect to another service provided under this Attachment.
68
Page 3 of 4
AT&T SDN AND 800 SERVICES TERMS AND PRICING
(h) AT&T Nodal T1 Local Channel Services - Installation Charges for
AT&T TERRESTRIAL 1.544 Mbps Local Channel Services and the
associated Access Coordination Function (USOC XXX), when the
Local Channel is ordered to connect to another service provided
under this Attachment.
6. MONITORING CONDITIONS. If CUSTOMER fails to satisfy any of the following
Monitoring Conditions during any month of the Term, AT&T may assess a
Non-compliance Charge. Unless otherwise provided, the Non-compliance Charge
is equal to 20% of the undiscounted usage charges incurred under this
Attachment during that month.
A. At least 50% of the domestic minutes of use of AT&T SDN Service must be
for interstate calling.
B. At least 50% of the domestic minutes of use of AT&T MEGACOM 800 Service
must be for interstate calling.
C. The Average Length of Call for domestic AT&T SDN Service must be at
least 2.0 minutes.
D. The Average Length of Call for domestic AT&T READYLINE 800 Service must
be at least 2.0 minutes.
E. The Average Length of Call for domestic AT&T MEGACOM 800 Service must be
at least 2.0 minutes.
7. CLASSIFICATIONS, PRACTICES AND REGULATIONS. Except as otherwise provided in
this Attachment, the rates and regulations that apply to the Services
provided under this Attachment are as set forth in the applicable Tariffs.
A. DETARIFFING. If, during the Term of this Attachment, any of the tariffs
of AT&T referenced herein are canceled, in whole or in part, pursuant to
a statutory change, order or requirement of a governmental or judicial
authority of competent jurisdiction requiring detariffing, then,
following such cancellation, any rates, terms and conditions of such
tariffs that had been applicable to the Services provided under this
Agreement will continue to apply, based on the language of the tariffs
in effect as of the date of cancellation, unless modified by this
Attachment or the Agreement.
B. DEFINITIONS. Terms not otherwise defined in this Attachment or in the
Agreement have the meanings provided in the applicable Tariffs.
C. BENCHMARKING. During the last four months of each year of the Term
(except for the last), CUSTOMER may initiate a Benchmarking Review by
providing credible evidence of pricing or offers from other top tier
providers (i.e., from any
69
Page 4 of 4
AT&T SDN AND 800 SERVICES TERMS AND PRICING
RBOC or any of the other top three providers of long distance voice
service, as measured by total annual domestic minutes of use) for domestic
voice services under similar terms and conditions to those applicable to
the Services provided under this Attachment. If CUSTOMER would realize an
overall 'net economic benefit' (the net economic benefit to CUSTOMER will
be determined based on the net cost to CUSTOMER under the terms of the
competitive offer, compared to the net cost to CUSTOMER under the terms of
this Agreement, for the services subject to the competitive offer) under
such a competitive offer as compared to buying service from AT&T under this
Agreement, and AT&T does not elect to match the competitive offer, then
CUSTOMER may reduce the VMARC for the following year by 110% of the revenue
value of the minutes covered by the competitive offer, subject to the
following percentage reduction caps (the percentage reduction caps are
applied based on the original VMARC, without taking into account any
adjustments to the VMARC):
Year for which VMARC may be reduced Percentage Reduction Cap
----------------------------------- ------------------------
Year 2 10%
Year 3 10%
Benchmarking comparisons shall not be made to spot market pricing.
===============================================================================
End of Attachment
70
Page 1 of 4
TERM AND COMMITMENT
TERM AND COMMITMENT ATTACHMENT
______________________________
CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.
Date of execution of Agreement:________________________ (by CUSTOMER)
________________________ (by AT&T)
================================================================================
This Attachment sets forth the provisions regarding Term, Purchasing
Commitments, and Termination that apply with respect to the Covered Voice
Services and Covered Data Services (collectively, the "Covered Services").
1. TERM.
____
A. COVERED VOICE SERVICES. The Term applicable to the Covered Voice
Services is three years with respect to domestic services, and
five years with respect to international services.
B. COVERED DATA SERVICES. The Term applicable to the Covered Data
Services consists of an Ordering Period and a Circuit Ramp-Down
Period.
1. ORDERING PERIOD. The Ordering Period is three years with
respect to domestic services, and five years with respect
to international services.
2. CIRCUIT TERM. A separate Circuit Term may apply with
respect to Covered Data Services, to the extent provided in
the applicable Attachment.
3. CIRCUIT RAMP-DOWN PERIOD. The Circuit Ramp-Down Period
begins on the first day after the end of the Ordering
Period, and ends on the last day of the last remaining
Circuit Term. CUSTOMER may not submit new service orders
under this Agreement during the Circuit Ramp-Down Period.
During the Circuit Ramp-Down Period, all rates and charges
(other than rates and charges applicable to channels with
an unexpired Circuit Term) are subject to change by AT&T
upon thirty days' notice.
C. COMMENCEMENT OF TERM. For each Covered Service, the Term begins
either on the Customer's Initial Service Date (CISD) or on the
first day of the xxxx cycle for that Service during the first full
billing month after the CISD. Different Covered Services may have
different billing cycles, and so the billing months may be
staggered. For each Service, however, the Term will begin no more
than one month after the CISD. The CISD is the same as the
Redemption Date, as that term is defined under the Separation and
Distribution Agreement.
71
TERM AND COMMITMENT Page 2 of 4
2. PURCHASE COMMITMENTS. The following Minimum Revenue Commitments apply under
this Attachment.
A. MINIMUM ANNUAL REVENUE COMMITMENTS.
1. The Voice Minimum Annual Revenue Commitment ("VMARC") is
$75,100,000. CUSTOMER commits that the VMARC-Eligible Charges it
incurs during each year of the Term will equal or exceed the VMARC.
2. The VMARC-Eligible Charges consist of the domestic usage charges
and monthly recurring charges for AT&T Services provided under this
Agreement that are identified in a Service Terms and Pricing
Attachment as Covered Voice Services, before application of any
discounts and credits.
3. The Data Minimum Annual Revenue Commitment ("DMARC") is
$36,400,000. CUSTOMER commits that the DMARC-Eligible Charges it
incurs during each year of the Term will equal or exceed the DMARC.
4. The DMARC-Eligible Charges consist of the domestic usage charges
and monthly recurring charges for AT&T Services provided under this
Agreement that are identified in a Service Terms and Pricing
Attachment as Covered Data Services, before application of any
discounts and credits.
5. If the applicable MARC-Eligible Charges CUSTOMER incurs during any
year of the term are less than the applicable MARC, CUSTOMER will
be considered in Shortfall and the difference between the
applicable MARC and the applicable MARC-Eligible Charges incurred
by CUSTOMER in that year will be referred to as the "Shortfall
Amount". If CUSTOMER is in Shortfall, the Shortfall Amount will be
added to the corresponding MARC for the following year of the Term.
If CUSTOMER is in Shortfall for the third year of the Term, then
CUSTOMER will pay a Shortfall Charge equal to forty percent (40%)
of the difference between the applicable MARC and the amount of the
applicable MARC-Eligible Charges. In the event of a Change of
Control of CUSTOMER, the MARC will be changed to 90% of the
MARC-Eligible Charges CUSTOMER incurred during the twelve full
billing months immediately preceding the Change of Control and
CUSTOMER's right to rollover the Shortfall Amount from one year to
the next will terminate (except the MAVC will not be so changed and
such rollover right shall not terminate if AT&T elects to terminate
the entire Agreement as a result of such Change of Control). In the
event such rollover right is terminated, if CUSTOMER is in
Shortfall at the end of a year of the Term, CUSTOMER will pay a
Shortfall Charge equal to forty percent (40%) of the difference
between
72
TERM AND COMMITMENT Page 3 of 4
the applicable MARC and the amount of the applicable
MARC-Eligible Charges.
B. INTERNATIONAL COMMITMENT.
1. Except as provided in Section 2.B.2. of this Attachment,
CUSTOMER is required to obtain all of its requirements for
international telecommunications services from AT&T during
the Term to the same extent that AT&T is required to obtain all
of its requirements for international telecommunications services
from Concert under the terms of the Framework Agreement.
2. In the event that CUSTOMER merges with or acquires another
company, CUSTOMER will be required to obtain a percentage of its
requirements for international telecommunications services from
AT&T during the remainder of the Term. The required percentage
shall be determined as of the effective date of the merger or
acquisition as the quotient of the total international usage and
recurring charges incurred by CUSTOMER for the three full
billing months preceding the effective date of the merger or
acquisition divided by the total international usage and
recurring charges incurred by CUSTOMER and by the merged or
acquired company combined for the same period.
3. TERMINATION CHARGE. The following provision applies in lieu of any
Discontinuance With or Without Liability provisions specified in the
applicable Tariffs.
A. If CUSTOMER terminates this Attachment prior to the end of the Term
(except for a termination due to AT&T's breach of the Agreement or due
to a Change of Control of AT&T), or if AT&T terminates this Attachment
or the Service provided under this Attachment prior to the end of the
Term due to CUSTOMER's breach of the Agreement, CUSTOMER will be
billed a Termination Charge. With respect to domestic Covered
Services, the Termination Charge will be an amount equal to 40% (or
such lower percentage termination charge as AT&T provides to any other
similarly situated customer of the Services provided under this
Attachment) of the unsatisfied MARC for the year in which the
termination occurs, plus 40% (or such lower percentage termination
charge as AT&T provides to any other similarly situated customer of
the Services provided under this Attachment) of the MARC for each year
remaining in the Term. With respect to international Covered Services,
the Termination Charge will be 40% (or such lower percentage
termination charge as AT&T provides to any other similarly situated
customer of the Services provided under this Attachment) of the
average monthly charge for such service in the three months prior to
termination times the number of months remaining in the Term. This
Termination Charge
73
Page 4 of 4
TERM AND COMMITMENT
will be AT&T's exclusive remedy for the termination of the Attachment or
Service provided under this Attachment.
================================================================================
End of Attachment
74
AT&T LOCAL SERVICES - PRIMEINTERCONNECT Page 1 of 3
SERVICE TERMS AND PRICING
AT&T LOCAL SERVICES - PRIMEINTERCONNECT SERVICE TERMS AND PRICING ATTACHMENT
CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.
Date of execution of Master Carrier Agreement: ________________ (by CUSTOMER)
________________ (by AT&T)
================================================================================
1. SERVICES PROVIDED. AT&T will provide an 800/8YY call completion service
known as PrimeInterconnect to CUSTOMER under the terms of this
Attachment to the Master Carrier Agreement and under the terms of the
applicable Tariffs.
Customer agrees to acquire Digital Transmission Service trunks ("DTS
Trunks") at the rates established in Schedule 1 and under the terms of
the AT&T Local Services - Dedicated Transport Services Terms and
Pricing Attachment to the Master Carrier Agreement (the "DTS
Attachment") and in the quantities and at the locations set forth in
the Service Order Forms. AT&T will use those DTS Trunks for the
transport of 800/8YY calls from the originating end-users served by
Customer to the Interexchange Carrier ("IXC") providing the InterLATA
800/8YY services or to the Local Exchange Company ("LEC") providing the
IntraLATA 800/8YY services.
The PrimeInterconnect Service may be provided in each metropolitan area
by a wholly owned subsidiary of AT&T. AT&T will notify CUSTOMER from
time to time of the identity of each such subsidiary. In the event of a
conflict between a term of this Agreement and a term of the applicable
Tariffs or Service Order Forms, the term of this Agreement will
control.
2. ORDERING PROCEDURES. CUSTOMER shall order sufficient DS-1 or DS-3 DTS
Trunks from CUSTOMER's switch to AT&T's switch at the locations
designated in Attachment 2. The DTS Trunks shall: (a) be engineered as
one way trunks for calls originating from CUSTOMER's switch; (b) be
provisioned to support 64kb Clear Channel Services; (c) transport only
originating 800/8YY calls from the CUSTOMER's switch to the in-LATA
AT&T switch; (d) utilize SS7 signaling; and (e) permit transport of the
800/8YY calls to the AT&T in-LATA switch without additional digits such
as routing digits.
3. TERM. The Term of this Attachment is as provided in the DTS Attachment
except that the Circuit Term for any DTS Trunks installed as of the
Contract Effective Date will be two years from the Contract Effective
Date (AWS proposal, instead of three in DTS STP).
4. RATES AND CHARGES. The rates for the ALS-DTS Trunks used to provide the
PrimeInterconnect Service are set forth in Schedule 1 of this
Attachment. AT&T
75
AT&T LOCAL SERVICES - PRIMEINTERCONNECT Page 2 of 3
SERVICE TERMS AND PRICING
reserves the right to change the rates for any Services not yet ordered
under this Attachment.
5. CREDITS AND WAIVERS. Credit allowances will be applied for Digital
Transmission Service outages in accordance with the provisions of the
applicable Tariff. No other promotions, credits or waivers apply.
6. CLASSIFICATIONS, PRACTICES AND REGULATIONS
A. DETARIFFING. If, during the Term of this Attachment, the
Tariff referenced herein is canceled, in whole or in part,
pursuant to a statutory change, order or requirement of a
governmental or judicial authority of competent jurisdiction
requiring detariffing, then, following such cancellation, any
rates, terms and conditions of such Tariff that had been
applicable to the services provided under this Attachment will
continue to apply, based on the language of the Tariff in
effect as of the date of cancellation, unless modified by this
Attachment or the Agreement.
B. DEFINITIONS. Terms not otherwise defined in this Attachment
below or in the Agreement have the meanings provided in the
applicable Tariffs.
1. Point of Demarcation - shall mean the interface
(CUSTOMER provided DSX xxxx, or other mutually agreed
equipment) between AT&T and CUSTOMER at CUSTOMER's
Point of Presence.
7. RESPONSIBILITIES OF THE PARTIES
A. CUSTOMER
1. CUSTOMER will route 800/8YY calls to the in-LATA AT&T
Class 5 switch over the dedicated DTS Trunks ordered
under Section 2. LATA boundaries for purposes of this
Attachment are those defined by the predominant LEC
in each serving area.
2. CUSTOMER will submit a non-binding forecast of
originating minutes of use for each city/area served
under this Attachment and, to the extent possible,
for each 800/8YY service provider. The forecast will
be submitted on a quarterly basis and will include
the next twelve month period of service.
B. AT&T
1. 800/8YY CALL COMPLETION. AT&T will receive the calls
destined for 800/8YY telephone numbers, perform the
800 Portability Database dip to
76
AT&T LOCAL SERVICES - PRIMEINTERCONNECT Page 3 of 3
SERVICE TERMS AND PRICING
identify the service provider for the 800/8YY call
and switch and transport the call to such service
provider.
2. USAGE STATEMENTS. AT&T will provide CUSTOMER with a
monthly statement setting forth, by CUSTOMER location
and specific trunk group, the minutes of use
generated by 800/8YY calls.
C. ADDITIONAL DTS RESPONSIBILITIES. The responsibilities of the
parties set forth in this Section 7 apply in addition to the
responsibilities of the parties with respect to DTS Trunks, as
set forth in the DTS Attachment.
8. NETWORK STANDARDS AND MAINTENANCE
The parties will work cooperatively to provision and maintain a
reliable network to support the PrimeInterconnect Service. The parties
will exchange appropriate information, such as provisioning center
contact numbers; maintenance contact numbers; escalation procedures;
and network information, to achieve the desired reliability. In
addition, at the request of AT&T, CUSTOMER will provide AT&T with the
information specified in Schedule 2. Each party is responsible to
follow the standards that may be agreed to between the parties. Each
party is responsible to employ characteristics and methods of operation
that will not interfere with or impair the service of the facilities of
the other party.
================================================================================
End of Attachment
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AT&T TELECONFERENCE WEB MEETING SERVICES
SERVICE ORDER ATTACHMENT
-------------------------------------------------------------------------------------------------
CUSTOMER LEGAL NAME AT&T CORP. ("AT&T") AT&T SALES CONTACT INFORMATION
("CUSTOMER" OR "YOU")
-------------------------------------------------------------------------------------------------
AT&T Wireless Services, Inc. AT&T Corp. Name: Xxxx Xxxxxx
Telephone:
Email:
Sales Strata: Service Provider
Markets
-------------------------------------------------------------------------------------------------
CUSTOMER BILLING ADDRESS CUSTOMER ACCOUNT INFORMATION AT&T AUTHORIZED AGENT INFO.
(IF APPLICABLE)
-------------------------------------------------------------------------------------------------
Enter Billing Address CUSTOMER Account Number or Name:
(press shift-enter for line Master Account Number: Company Name:
break) Telephone:
Email:
Agent Code:
-------------------------------------------------------------------------------------------------
DATE OF EXECUTION OF AGREEMENT DATE OF EXECUTION OF AGREEMENT
(BY CUSTOMER) (BY AT&T)
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
Except as provided in this Service Order Attachment, the service descriptions,
pricing information and other terms and conditions relating to AT&T
Teleconference Web Meeting Services in the AT&T Service Guide at URL
xxxx://xxx.xxx.xxx/xxx/xxxxxxxxxxxx, as amended from time to time, apply and are
incorporated into this Service Order Attachment by this reference. In the event
of conflict among terms, the order of priority shall be this Service Order
Attachment, the AT&T Service Guide and then the Agreement's General Terms and
Conditions. Except to the extent any change would be inconsistent with the terms
of this Attachment, AT&T may change the Service as provided to CUSTOMER from
time to time by publication of the changes in the AT&T Service Guide. Changes to
the AT&T Service Guide on the website that are not inconsistent with the terms
of this Attachment will be binding on both AT&T and the CUSTOMER as of the date
the change is posted. For terms set for this in this Attachment, this Attachment
shall control.
This Service Order Attachment is effective when the Attachment is made part of
the Agreement.
--------------------------------------------------------------------------------
CUSTOMER HAS READ AND UNDERSTANDS THE TERMS AND CONDITIONS OF THIS SERVICE ORDER
ATTACHMENT AND THE APPLICABLE PARTS OF THE AT&T SERVICE GUIDE AND AGREES TO BE
BOUND BY THEM.
--------------------------------------------------------------------------------
78
AT&T TELECONFERENCING SERVICES
SERVICE ORDER ATTACHMENT
TERMS AND CONDITIONS AND PRICING
- Except as otherwise provided in this Attachment, the provisions, rates and
regulations that apply to the Services specified in Section 1. ("Services
Provided"), are as set forth in AT&T Tariff F.C.C. No. 1, as amended from
time to time (the "Applicable Tariffs").
1. SERVICES PROVIDED
- AT&T Audio-Teleconference Bridge Service
- AT&T Video - Teleconference Bridge Service
- AT&T Event TeleConference Service
- AT&T Web Meeting
2. TERM AND COMMITMENT
The Term and Volume Commitments applicable to the Services provided under this
Attachment are set forth in the Term and Commitment Attachment to this
Agreement. The Services provided under this Attachment are Covered Voice
Services for purposes of the Term and Commitment Attachment.
3. RATES AND CHARGES
The rates and charges for the Services Provided under this Attachment are the
same as the undiscounted rates and charges under the applicable Tariffs, as
amended from time to time, except as specified in this Attachment. AT&T reserves
the right to change from time to time the rates for Services under this
Agreement, regardless of any provisions that would otherwise stabilize rates or
limit rate increases, to reasonably reflect charges or payment obligations
imposed on AT&T stemming from an order, rule or regulation of the Federal
Communications Commission or a court of competent jurisdiction, or any other
governmental entity or authority, concerning (i) compensation of payphone
service providers, (ii) universal service fund ("USF") charges, (iii)
presubscribed interexchange carrier charges ("PICCs"), or (iv) other
governmental charges or fees imposed in connection with the provision of
Services, or to reasonably reflect charges or payment obligations imposed on
AT&T related to termination of domestic or international calls to mobile
numbers. Any change in rates under this provision will be reasonably designed to
recover AT&T's costs associated with the charges or obligations imposed on AT&T
giving rise to the right to change such rates (subject to operational
constraints and billing capabilities). Rate changes (upward and downward) will
be applied to CUSTOMER in the same manner as applied generally to other AT&T
customers.
A. WEB MEETING SERVICES
Web Meeting usage charges are $.33 cents per minute multiplied by the
number of users to determine the total usage minutes. Charges for AT&T
Web Meeting Service is in addition to applicable charges for AT&T Audio
Conference Service which must be used in conjunction with Web Meeting
Service.
B. AT&T VIDEO - TELECONFERENCE BRIDGE SERVICE
DOMESTIC
Dial-Out 128K domestic $1.00/min.
(bridging plus LD/transport)
Dial-Out 384K domestic $1.50/mi.
(bridging plus LD/transport)
Dial-In Bridge Port Charges $0.75/min.
(bridging only; pay own LD/transport to the bridge)
US TO INTERNATIONAL DISCOUNTED
RATE
SPEED PER MINUTE
----- ----------
BAND ONE
112K/128K $2.49
336K/384K $5.99
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AT&T TELECONFERENCING SERVICES
SERVICE ORDER ATTACHMENT
BAND TWO
112K/128K $3.39
336K/384K $8.99
BAND THREE
112K/128K $4.29
336K/384K $10.99
C. AT&T AUDIO-TELECONFERENCE BRIDGE SERVICE
Rates Are stabilized for the Attachment Term.
Usage Charge
Call Type Per Minute
--------- ----------
AT&T Dial-Out/Operator Assisted Conference Calls
Bridge Port Usage Charge $.125
Conference Leg Usage Charge $.145
Meet-Me/Operator Assisted Bridge Arrangement Option 2/800
Bridge Port Usage Charge $.125
Conference Leg Usage Charge $.055
Meet-Me/Automated Access Bridge Arrangement Option 2/800
Bridge Port Usage Charge $.085
Conference Leg Usage Charge $.055
Meet-Me/Automated Access Bridge Arrangement Option 2/800/
Reservationless
Bridge Port Usage Charge $.085
Conference Leg Usage Charge $.055
Meet Me/Operator Assisted Bridge Arrangement Option 3/
Caller Paid
Bridge Port Usage Charge $.125
Meet-Me/Automated Access Bridge Arrangement Option 3/
Caller Paid
Bridge Port Usage Charge $.09
Meet-Me/Automated Access Bridge Arrangement Option 0/
Xxxxxx Xxxx/Xxxxxxxxxxxxxxx
Xxxxxx Xxxx Xxxxx Charge $.085
AT&T EVENT TELECONFERENCE SERVICE
- Are stabilized for the Attachment Term.
Call Type Price Per Port
Dial In/Dial Out Minute of use
---------------- -------------
Domestic Operator Dial Out $.55
Domestic Toll Free Dial In $.45
Domestic Caller Paid Dial In $.40
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AT&T TELECONFERENCING SERVICES
SERVICE ORDER ATTACHMENT
4. DISCOUNTS-None
5. CLASSIFICATIONS, PRACTICES AND REGULATIONS
5.1 PROMOTIONS
The Customer is ineligible for any promotions, credits filed in AT&T Tariffs.
5.2 WAIVERS
AT&T will waive the following installation charges:
5.2.1 The Set-Up Charge for each called station established on the conference
with the assistance of an operator
5.2.2 The Nonrecurring Charge for each Meet-Me Bridge Arrangement.
6. ADDITIONAL TERMS AND CONDITIONS
6.1 SCOPE AND SERVICE DESCRIPTION
This Service is a Data Conference Service that is used in conjunction with AT&T
Audio Conferences to enable Customers to present, collaborate, share
files/applications and modify documents via the Internet. Specific Web Meeting
Services Feature Descriptions are as set forth in sub-paragraph 2 below.
6.2 FEATURE DESCRIPTION
The following features are currently available for this Service, as may be
modified from time to time:
(a) PRESENTATION MODE. This is targeted at "one to many" applications, and
facilitates one way transmission of documents such as spreadsheets and slide
presentations. For example, Keynote addresses, shareholder meetings, press
conferences, and virtual class rooms can all be conducted in a "broadcast" mode.
(b) COLLABORATION MODE. This is targeted at applications involving smaller
groups where participants can share applications, exchange information, and
transfer files.
(c) APPLICATION SHARING. A user can share a program or application running on
one computer with other participants in the conference. Participants can review
the same data or information, and see the actions of the host (for example,
editing a customer contract or browsing a web site.) Participants can share
Windows-based applications transparently without any special knowledge of the
application capabilities. The person sharing the application can choose to
collaborate with other people in a call, and they can take turns editing or
controlling the application. Only the person sharing the program needs to have
the given application, e.g., Microsoft Powerpoint (C), installed on their
computer.
(d) ONLINE POLLING. Polling allows the host to create a survey prior to a
conference or on an ad hoc basis as the meeting progresses. Results can be
tabulated immediately and if desired, shared with the entire audience.
(e) FILE TRANSFER. With this capability, a user can send a file in the
background to one or all of the people on the current call. A file can be sent
to individual participants or to the group as a whole. Each person can then
accept or decline receipt. The file transfer occurs in the background as
everyone continues sharing an application, using the whiteboard or chatting.
(f) WHITEBOARD. The whiteboard program is a multi-page, multi-user drawing
application that enables users to sketch diagrams, organization charts, or
display other graphic information with people on a call. A remote pointer or
highlighting tool can be utilized to point out specific contents or sections of
shared pages. This capability extends the application sharing feature by
supporting ad hoc collaboration on a common drawing surface.
(g) CHAT. Participants can type and transmit text messages to share common ideas
or topics with other people, or record meeting notes and action items as part of
a collaborative process. A "whisper" feature lets users have separate, private
conversations with one another during a group chat session.
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AT&T TELECONFERENCING SERVICES
SERVICE ORDER ATTACHMENT
(h) MODIFICATION. AT&T reserves the right to modify features from time to time.
Consult your AT&T Sales Representative for updates on feature modifications and
enhancements.
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SERVICE TERMS AND PRICING
AT&T MANAGED INTERNET SERVICE TERMS AND PRICING ATTACHMENT
CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.
Date of execution of Agreement: _____________________ (by CUSTOMER)
_____________________ (by AT&T)
================================================================================
This Managed Internet Service Terms and Pricing Attachment ("Attachment") is an
attachment to the Master Carrier Agreement identified above (the "Agreement")
and is an integral part of the Agreement. Except as otherwise expressly
provided, the service description, pricing information and other terms and
conditions related to the AT&T WorldNet Managed Internet Services are set forth
at url: xxx.xxx.xxx/xxx/xxxxxxxxxxxx, as amended from time to time, (hereinafter
"the AT&T MIS Service Guide") and are hereby incorporated into this Attachment
by reference.
1. SERVICE PROVIDED. AT&T will provide CUSTOMER with the AT&T WorldNet
Managed Internet Service ("Service" or "MIS") under this Attachment and
any Sales Orders (as defined in Section 2 below), and pursuant to the
terms of the Agreement and the AT&T MIS Service Guide. Service will be
offered only within the United States including the Commonwealth of
Puerto Rico and the United States Virgin Islands. A current description
of the Service is contained in the AT&T MIS Service Guide under the
heading "AT&T Managed Internet Service Description" ("Service
Description"). Except to the extent any change would be inconsistent
with the terms of this Attachment, AT&T may change the Service as
provided to CUSTOMER from time to time by publication of the changes in
the AT&T MIS Service Guide. Changes to the AT&T MIS Service Guide on
the website that are not inconsistent with the terms of this Attachment
will be binding on both AT&T and the CUSTOMER as of the date the change
is posted. For terms set for this in this Attachment, this Attachment
shall control.
2. ORDERING PROCEDURES. The particulars of the Service applicable to
CUSTOMER will be set forth in the Sales Order Forms as completed by
AT&T and CUSTOMER. It is the responsibility of the CUSTOMER to ensure
that the correct information is provided to AT&T for purposes of
completing the Sales Order Forms. CUSTOMER must submit its initial
Sales Order Form by 90 days after the Effective Date.
3. TERM AND TERMINATION. The Term of this Attachment begins on the date
both parties have signed the Attachment ("Effective Date") and ends on
the last day of the Port Ramp Down Period. At the end of the Term, this
Attachment will remain in effect on a month-to-month basis until
terminated by either party upon thirty days' notice to the other.
A. TERM. The Term of this Attachment consists of an Ordering
Period of 36 months from the Effective Date, and a Port
Ramp-Down Period of up to 36 months. Upon expiration of the
Term, this Attachment will remain in effect on a
month-to-
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SERVICE TERMS AND PRICING
month basis, and all rates and charges are subject to change
by AT&T upon thirty days' notice.
B. PORT RAMP-DOWN PERIOD. The Port Ramp-Down Period begins on the
first day after the end of the Ordering Period, and ends on
the last day of the Service Period for the last remaining MIS
Port. CUSTOMER may not submit new service orders under this
Attachment during the Port Ramp-Down Period. During the Port
Ramp-Down Period, all rates and charges (other than rates and
charges applicable to MIS Ports with an unexpired Service
Period) are subject to change by AT&T upon thirty days'
notice.
C. Notwithstanding anything to the contrary contained in this
Attachment, within thirty (30) days following the Actual
Network Activation Date ("ANAD"); with respect to the first
CUSTOMER site, CUSTOMER will have a one time right to
terminate this Attachment without cause by giving AT&T at
least seven days' written notice of termination and providing
payment of all charges incurred by AT&T on behalf of CUSTOMER,
including but not limited to access facilities cancellation
charges. CUSTOMER will not owe the Termination Charges
specified in Section 7.
D. During the Term CUSTOMER may terminate this Attachment upon
thirty (30) days' written notice and payment of any applicable
Termination Charges specified in Section 7.
E. If AT&T delays the ANAD for any Service ordered for more than
30 days after the Scheduled Network Activation Date ("SNAD"),
and CUSTOMER is not the cause of the delay, then CUSTOMER will
have the right to terminate the relevant Service Order Form
without owing AT&T the Termination Charges specified in
Section 7 by giving AT&T notice within seven days after AT&T
has informed CUSTOMER of the delay.
F. AT&T may terminate this Attachment or any Sales Order
immediately upon written notice to CUSTOMER if CUSTOMER
violates any term of the Agreement or this Attachment or fails
to police violations of its Intermediate Resellers and End
Users. Upon such termination, CUSTOMER will be liable for all
charges incurred as of the date of termination and, if
applicable, any Termination Charges specified in Section 7.
4. RATES AND CHARGES. The rates for the Service are set forth in Appendix
A of this Attachment and are applicable for thirty-six months from the
Effective Date ("Ordering Period"). Thereafter, the rates published in
the AT&T MIS Service Guide, as amended from time to time, are
applicable to any Services ordered under this Attachment, unless
otherwise agreed in writing by both Parties. The billing cycle will
begin on the later of: (1) the ANAD; or (2) one day after the SNAD as
specified on the initial Sales Order Form.
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SERVICE TERMS AND PRICING
5. RESPONSIBILITIES OF THE PARTIES.
A. CUSTOMER is permitted to resell the Service provided that it
enters into written agreements to ensure that all of its
intermediate resellers ("Intermediate Resellers") and end
users ("End Users") comply with the terms and conditions of
this Attachment and the Agreement.
B. AT&T will not directly support, nor interface with, any
Intermediate Reseller or End User. CUSTOMER is responsible for
training its Intermediate Resellers and End Users and for
billing and collecting any amounts CUSTOMER elects to charge
its Intermediate Resellers and End Users in connection with
the Service.
C. CUSTOMER may, from time to time, request that AT&T submit to
InterNIC or another Domain Name Registry, on CUSTOMER's
behalf, a domain name registration application ("Application")
for a domain name selected by CUSTOMER ("Domain Name"). If
CUSTOMER requests and if AT&T elects, in its sole discretion,
to perform such service, the Application will name AT&T as the
Internet Service Provider that will host such domain names.
AT&T is not a Domain Name Registry. AT&T's charges for Domain
Name Registration Services ("DNRS Services") do not include
the Domain Name Registry's fees. CUSTOMER will be responsible
for, and will promptly pay, all DNRS Services charges and
Domain Name Registry's fees. AT&T will not become the owner of
a domain name as a result of its provision of DNRS Services to
CUSTOMER with respect to that domain name. CUSTOMER represents
and warrants that: (i) all statements on the Applications are
true and correct; and (ii) CUSTOMER has a legitimate business
purpose for registering each Domain Name, and such purpose
relates to CUSTOMER's purchase of the Service. AT&T may elect
to immediately terminate or suspend its hosting of, or
provision of, any DNRS Services with respect to a CUSTOMER
Domain Names in the event that, with respect to such Domain
Name: (i) an Application is rejected; (ii) the Domain Name
registration is revoked or placed on "hold" or assigned to a
third party; or (iii) AT&T receives or becomes aware of any
adverse information, including complaints, conflicting claims,
disputes, or court orders regarding the ownership rights to or
right to use the Domain Name.
D. CUSTOMER is responsible for the Content of the messages it
transmits, as well as any Content hosted by CUSTOMER or any
Intermediate Reseller or End User on behalf of third parties.
Customer acknowledges that it has read and agrees to be bound
by AT&T's Acceptable Use Policy ("AUP"). The AUP, as it may be
revised from time to time, is published at
xxxx://xxx.xxxxxxxxxx.xxx.xxx/xxxxxx.xxxx or at such other
address as AT&T may specify by notice to the CUSTOMER. Any
violation of the AUP constitutes a material breach of this
Attachment. For purposes of this Attachment, "Content" means
information made available, displayed, or transmitted in
connection with the Service (including, without limitation,
information made available by means
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SERVICE TERMS AND PRICING
of an HTML "hot link", a third party posting, or similar
means) including all trademarks, service marks, and domain
names contained therein as well as the contents of any
bulletin boards or chat forums, and, all updates, upgrades,
modifications, and other versions of any of the foregoing.
E. CUSTOMER is solely responsible for providing any security
procedures and controls necessary to limit access to the
Service to CUSTOMER's authorized Intermediate Resellers and
End Users and any facilities and procedures external to the
Service for reconstruction of lost or altered files, data or
programs.
F. CUSTOMER is responsible for establishing (within fifteen (15)
calendar days from the Effective Date) designated Customer
Points of Contact ("CPOCs") to interface with the AT&T
Customer Care Solution Support center.
G. CUSTOMER understands that the Service (including Internet use)
may require registrations and related administrative reports
that are public in nature.
H. Except for IP addresses expressly registered in CUSTOMER's
name, all IP addresses will remain, at all times, the property
of AT&T and will be nontransferable. CUSTOMER will have no
right to use such IP addresses upon termination or expiration
of this Attachment. IP addresses are allocated by AT&T to
CUSTOMER per the Internet Registry (ARIN) guidelines following
XXX 0000.
I. If CUSTOMER or any of its Intermediate Resellers or End Users
has in place or adds, after the AT&T installation of the AT&T
Managed Firewall Service, any modem, modem pools, or remote
communications software packages resident on Personal
Computers, or any other circuits or equipment which could
create a potential point of entry, the CUSTOMER will be solely
responsible for security of its network.
6. SUPPLEMENTAL TERMS AND CONDITIONS.
A. SOFTWARE LICENSE.
1. AT&T grants CUSTOMER a personal, non-transferable,
and non-exclusive license (without the right to
sublicense) to use, in object code form, all software
and associated written and electronic documentation
and data furnished pursuant to this Attachment
(collectively, the "Software"), solely in connection
with the Service and solely in accordance with
applicable written and electronic documentation.
CUSTOMER will not reverse assemble, reverse compile,
or otherwise attempt to derive a source code version
of the Software. The Software will at all times
remain the sole and exclusive property of AT&T or its
suppliers. "Third-Party Software" means Software that
bears a copyright notice of a third party (other than
AT&T). "AT&T Software" means all
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SERVICE TERMS AND PRICING
Software that bears the AT&T (or any of its
affiliates or subsidiaries) copyright notice.
2. CUSTOMER will not copy or download Software, except
to the extent expressly provided in the applicable
documentation for the Service or in a writing signed
by AT&T. Any copy of the Software must contain the
same copyright notices and proprietary markings as
the original Software. CUSTOMER agrees to comply with
any additional restrictions that are provided with
any Third-Party Software.
3. Software is Confidential Information. Notwithstanding
the two year period in Section 20 of the Agreement,
each item of Software will continue to be
Confidential Information until one of the exceptions
in the last sentence of Section 19 of the Agreement
applies to that item.
4. CUSTOMER will ensure that its employees, Intermediate
Resellers, and End Users comply with the terms and
conditions of this Section.
5. The term of the license granted hereunder will be
coterminous with the term of this Attachment.
6. AT&T warrants that all AT&T Software will perform
substantially in accordance with its applicable
published specifications during a warranty period of
90 days beginning on the date of delivery of the AT&T
Software to CUSTOMER. If CUSTOMER returns to AT&T,
within the 90-day warranty period, any AT&T Software
that does not comply with this warranty, then AT&T,
at its option, will either repair or replace the
non-compliant portion of the AT&T Software or refund
the amount paid by CUSTOMER for such failed or
defective AT&T Software. This warranty will apply
only if the AT&T Software is used in accordance with
the terms of this Attachment and the Agreement and is
not altered, modified, or tampered with by CUSTOMER
or its Intermediate Resellers or End Users. This
Section states AT&T's entire liability, and
CUSTOMER's exclusive remedies against AT&T, for
defects or failures in the Software.
B. INFRINGEMENT INDEMNITY.
AT&T and its suppliers own all rights, title, and interest in
the Service. Nothing in this Attachment will create or vest in
CUSTOMER any right, title, or interest in the Service, other
than the right to use the Service under the terms and
conditions of this Attachment. With respect to the Service,
AT&T's indemnification obligation under Section 14 of the
Agreement covers any claim or suit against CUSTOMER alleging
that the Service infringes any United States patent,
trademark, copyright, or trade secret, except where the claim
or suit arises out of or results from any of the following
"Customer Acts": CUSTOMER's or its Intermediate Resellers' or
End Users' Content, modification to the Service,
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SERVICE TERMS AND PRICING
combination of the Service with services or products provided
by CUSTOMER or others; AT&T's adherence to CUSTOMER's written
instructions or specifications; or use of the Service in
violation of this Attachment or the Agreement. CUSTOMER agrees
to indemnify AT&T under Section 14 of the Agreement for all
claims or suits against AT&T arising from as defined in the
preceding sentence and will immediately cease any Customer
Acts which give rise to the alleged infringement. In the event
of a claim of infringement for which AT&T is the indemnifying
party, AT&T may at its option either procure the right to
continue using, or replace or modify, the alleged infringing
Service so that the Service becomes noninfringing and
substantially compliant with the requirements in this
Attachment. Upon inability to reasonably perform either of the
foregoing options, AT&T may terminate this Attachment, without
any liability other than as stated herein. This Section states
AT&T's entire liability, and CUSTOMER's exclusive remedies
against AT&T, for infringement.
C. NO FURTHER WARRANTIES.
1. NOTWITHSTANDING ANYTHING CONTAINED IN THIS ATTACHMENT
TO THE CONTRARY, THE DNRS SERVICES ARE PROVIDED ON AN
"AS IS" BASIS. AT&T WILL NOT BE LIABLE IN ANY WAY
WHATSOEVER FOR ANY DIRECT OR INDIRECT LOSS, COST OR
DAMAGE CUSTOMER MAY INCUR IN CONNECTION WITH SUCH
SERVICE OR AT&T'S PROVIDING OR FAILING TO PROVIDE
SUCH SERVICE TO CUSTOMER. WITHOUT LIMITING THE
FOREGOING, AT&T DOES NOT MAKE ANY WARRANTIES
REGARDING THE SUCCESSFUL REGISTRATION OF ANY DOMAIN
NAME, THE TIME OF SUBMISSION OF THE APPLICATION OR
CUSTOMER'S RIGHT TO CONTINUED USE OF A DOMAIN NAME
AFTER REGISTRATION. AT&T IS NOT REQUIRED TO
PARTICIPATE IN ANY DISPUTES RELATING TO THE
APPLICATION OR THE REGISTRATION OF ANY DOMAIN NAME.
2. PRODUCTS OR SERVICES SOLD OR PROVIDED UNDER ANOTHER
CONTRACT OR TARIFF ARE GOVERNED SOLELY BY THE TERMS
OF THAT CONTRACT OR TARIFF, INCLUDING ANY WARRANTIES,
GUARANTIES, OR OTHER OBLIGATIONS OF AT&T UNDER THAT
CONTRACT OR TARIFF.
3. AT&T WILL NOT BE RESPONSIBLE FOR: (i) SERVICE
IMPAIRMENTS CAUSED BY ACTS WITHIN THE CONTROL OF
CUSTOMER, ITS AGENTS, SUBCONTRACTORS, SUPPLIERS,
LICENSEES, INTERMEDIATE RESELLERS, OR END USERS; (ii)
INTEROPERABILITY OF SPECIFIC CUSTOMER APPLICATIONS;
(iii) INABILITY OF CUSTOMER OR ANY INTERMEDIATE
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SERVICE TERMS AND PRICING
RESELLER OR END USER TO ACCESS OR INTERACT WITH ANY
OTHER SERVICE PROVIDERS, NETWORKS, INTERMEDIATE
RESELLERS, END USERS OR INFORMATIONAL OR COMPUTING
RESOURCES THROUGH THE INTERNET; (iv) THE CONTENT OF
ANY NEWS GROUPS OR OTHER SITES OR SERVICES THAT MAY
BE ACCESSED THROUGH THE INTERNET, OR INTERACTIONS
WITH THIRD PARTIES THROUGH THE INTERNET; (v) SERVICES
OR EQUIPMENT PROVIDED BY THIRD PARTIES; OR (vi)
PERFORMANCE IMPAIRMENTS CAUSED ELSEWHERE ON THE
INTERNET. AT&T WILL NOT BE LIABLE FOR UNAUTHORIZED
ACCESS BY THIRD PARTIES TO CUSTOMER'S OR ITS
INTERMEDIATE RESELLERS', END USERS' OR THIRD PARTIES'
TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR
UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS OR
DESTRUCTION OF CUSTOMER'S OR ITS INTERMEDIATE
RESELLERS', END USERS' OR THIRD PARTIES' NETWORK,
SYSTEMS, CONTENT, APPLICATIONS, DATA FILES, PROGRAMS,
PROCEDURES OR INFORMATION THROUGH ACCIDENT,
FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD.
4. EQUIPMENT PROVIDED TO CUSTOMER IN CONJUNCTION WITH
THE SERVICE IS PROVIDED BY AT&T "AS IS," WITH NO
EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF
ANY KIND (SUCH AS MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE). AT&T'S SOLE OBLIGATION WITH
RESPECT TO SUCH EQUIPMENT WILL BE AS STATED HEREIN.
5. CUSTOMER's obligation to indemnify AT&T under Section
14 of the Agreement extends to claims arising on
account of or in connection with the Content of any
message sent by CUSTOMER, any Intermediate Reseller,
and/or any End User.
6. If CUSTOMER is in the Commonwealth of Puerto Rico or
the United States Virgin Islands, AT&T will
immediately assign this Attachment to AT&T Global
Communications Services, Inc. and CUSTOMER consents
to that assignment.
7. CUSTOMER authorizes AT&T to: (i) monitor CUSTOMER's
use of the Service and calls or transmissions to AT&T
concerning the Service in order to detect fraud,
check quality, and operate, maintain, and repair the
Service; and (ii) disclose such information to the
extent AT&T deems it is legally required.
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7. TERMINATION CHARGES.
The "Termination Charge" consists of: (1) 100% of the scheduled
payments (if any) for each of the months remaining through month 12 of
the Service Period as defined in Appendix A; (2) 50% of the scheduled
payments, if any, for each of the months remaining in the Service
Period through month 24; (3) all discounts, if any, received by
CUSTOMER; and (4) any access facilities cancellation charges or other
charges incurred by AT&T as a result of such termination.
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End of Attachment
