Business Interconnections Template

BUSINESS INTERCONNECTIONS AGREEMENT

Parties

Recitals

WHEREAS, First Party is engaged in the development, operation and maintenance of communications, network interoperability and related business systems and desires to exchange technical, commercial and operational information with Second Party for the purpose of establishing mutually beneficial interconnections and service interoperability; and

WHEREAS, Second Party possesses facilities, network elements, personnel and contractual authorizations necessary to interconnect services with First Party under commercial terms that allocate responsibilities for provisioning, security, maintenance, and billing; and

WHEREAS, the parties desire to set forth the material terms governing such interconnections, including scope of work, payment, confidentiality, and termination, effective as of (the "Effective Date").

Scope of Work

The parties shall cooperate to plan, implement and operate interconnection points, interfaces, routing arrangements, testing and operational procedures as described below. The parties will each designate a technical lead responsible for coordination and escalation.

Payment Terms

In consideration for services provided by the performing party, the receiving party shall pay fees in accordance with the rates and schedule set forth below. All fees are exclusive of taxes for which the paying party is responsible unless otherwise required by law.

Payments are due within days from invoice date unless otherwise agreed in writing. Invoices shall be itemized and accompanied by reasonable supporting documentation.

A late payment charge equal to the lesser of (a) a monthly interest rate of % or (b) the maximum permitted by applicable law shall accrue on any unpaid balance beginning the day after payment is due. Parties may also recover costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on the Effective Date and continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, each party shall promptly return or destroy Confidential Information of the other party in accordance with the Confidentiality section and shall pay all undisputed amounts owing for services performed through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by a party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential, including technical designs, network diagrams, security procedures, pricing, forecasts and business plans. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement, shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care), and shall not disclose Confidential Information to any third party except to its employees, contractors or advisors who need to know and are bound by confidentiality obligations no less restrictive than those contained herein. The receiving party may disclose Confidential Information to the extent required by law or valid governmental order, provided it gives prompt notice to the disclosing party to allow the disclosing party to seek protective relief.

Liability and Indemnification

Each party shall defend, indemnify and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from a party's willful misconduct or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages.

Notices

All notices must be in writing and delivered to the addresses set forth above or to such other address as a party designates by notice. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified mail return receipt requested.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved in the state or federal courts located within the chosen state.

Entire Agreement

This Agreement, including any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or waiver must be in writing and signed by an authorized representative of each party.

Miscellaneous

Neither party may assign this Agreement without the other's prior written consent, except that either party may assign to an acquirer of all or substantially all of its assets or stock. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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