Interconnect Services Agreement

INTERCONNECT SERVICES AGREEMENT

This Interconnect Services Agreement (the “Agreement”) is made as of the day of , by and between Service Provider: with principal address at (hereinafter “Service Provider”) and Carrier: with principal address at (hereinafter “Carrier”). Service Provider and Carrier are each a “Party” and collectively the “Parties.”

RECITALS

WHEREAS, Service Provider operates interconnection facilities, switches, trunks and related network elements used to convey voice, data and signaling traffic and provides interconnect and transport services to communications carriers;

WHEREAS, Carrier desires to interconnect with Service Provider’s network for the exchange of traffic under the terms and conditions set forth herein; and

WHEREAS, the Parties desire to define the services, obligations, rates, performance standards and other terms applicable to the interconnection and provision of Services.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 “Agreement” means this Interconnect Services Agreement and all exhibits and Work Orders executed hereunder. 1.2 “Services” means the interconnect, transport, trunking, signaling and any ancillary services expressly described in a Work Order. 1.3 “Point of Interconnection” or “POI” means the physical demarcation point where the Parties interconnect networks as specified in the applicable Work Order. 1.4 “Work Order” means a mutually executed document describing specific Services, technical specifications, rates and schedules which is subject to the terms of this Agreement.

2. SCOPE OF SERVICES

2.1 Service Provider shall provide the Services described in each Work Order in a professional manner and in accordance with generally accepted industry standards. Carrier shall provision and maintain facilities and equipment necessary to connect to Service Provider’s POI. 2.2 Each Work Order shall specify technical requirements, test plans, acceptance criteria and service commencement dates. Service Provider’s obligation to perform Services under a Work Order is conditioned upon Carrier’s timely performance of its obligations, including delivery of required traffic engineering information and payment of any non-recurring charges.

3. SERVICE LEVELS AND PERFORMANCE

3.1 Service Provider shall use commercially reasonable efforts to meet the service levels set forth in the applicable Work Order, including provisioning intervals, mean time to repair and congestion thresholds. 3.2 If Service Provider materially fails to achieve a committed service level, Carrier shall be entitled to service credits as the sole and exclusive remedy for such failure, provided Carrier submits a written claim with supporting data within thirty (30) days of the failure. 3.3 Credits shall be calculated in the manner stated in the Work Order and shall not exceed the monthly recurring charge for the affected Service.

4. RATES, INVOICING AND PAYMENT

4.1 Charges for Services shall be set forth in each Work Order. Carrier shall pay all charges in accordance with the invoice terms. 4.2 Service Provider shall invoice monthly in arrears unless otherwise specified. Carrier shall pay all undisputed amounts within days of invoice date. Disputed amounts must be notified in writing with supporting documentation within fifteen (15) days of receipt; the undisputed portion shall remain payable.

5. TAXES AND FEES

All rates and fees are exclusive of taxes, duties, assessments and governmental charges. Carrier shall be responsible for any taxes or fees applicable to Carrier’s use of the Services, except taxes on Service Provider’s income. If Service Provider is required to collect or remit taxes, Service Provider may invoice such amounts in addition to the charges.

6. TERM; TERMINATION; SURVIVAL

6.1 Term. This Agreement shall commence on the effective date and continue for an initial term of years, and shall automatically renew for successive one (1) year periods unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

6.2 Termination for Cause. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure within thirty (30) days after receipt of written notice specifying the breach. 6.3 Termination for Insolvency. Either Party may terminate upon the insolvency or bankruptcy of the other Party. 6.4 Survival. Sections regarding payment, confidentiality, indemnification, liability limitations and any other provisions that by their nature survive termination shall survive expiration or termination of this Agreement.

7. CONFIDENTIALITY

7.1 Definition. “Confidential Information” means non-public information disclosed by one Party to the other, including technical, financial, commercial and network operations information. 7.2 Obligations. Receiving Party shall not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. 7.3 Exclusions. Confidential Information does not include information which is or becomes publicly available other than by breach of this Agreement, or which is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. 7.4 Duration. The confidentiality obligations shall remain in effect for three (3) years following termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they meet the legal definition of a trade secret.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Each Party retains all right, title and interest in its preexisting intellectual property. No license to a Party’s intellectual property is granted except as expressly set forth in this Agreement. 8.2 License. To the extent necessary for the performance of Services, each Party grants the other a limited, non-exclusive, non-transferable license to use its marks and documentation solely during the term of this Agreement.

9. LIABILITY AND INDEMNIFICATION

9.1 Indemnification. Each Party (the “Indemnitor”) shall indemnify, defend and hold harmless the other Party (the “Indemnitee”) from and against third-party claims arising out of Indemnitor’s negligence, willful misconduct or breach of this Agreement, provided Indemnitee provides prompt notice and reasonable cooperation in the defense. 9.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, indemnification obligations, or infringement of intellectual property, neither Party’s aggregate liability for any and all claims under this Agreement shall exceed the greater of (a) the total amounts paid or payable by Carrier to Service Provider under the Work Order giving rise to the claim in the twelve (12) months preceding the claim, or (b) Fifty Thousand Dollars (USD 50,000). In no event shall either Party be liable for lost profits, loss of business or special, incidental or consequential damages.

10. INSURANCE

Each Party shall maintain insurance coverage appropriate to its business, including commercial general liability and, if applicable, professional liability and cyber liability. Upon reasonable request, a Party shall provide certificates of insurance evidencing coverage; such disclosure shall not waive confidentiality.

11. AUDIT; RECORDS

Each Party shall maintain complete and accurate records related to usage, billing and performance of the Services for a period of at least twenty four (24) months. Either Party may audit the other Party’s records with five (5) business days’ notice during normal business hours; audits shall be limited to once per calendar year unless a material dispute exists. Any discrepancies discovered shall be reconciled promptly and payment adjustments made.

12. ASSIGNMENT

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all assets provided the assignee assumes the assigning Party’s obligations. Any purported assignment in violation of this Section shall be void.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, overnight courier, or certified mail, return receipt requested, to the addresses below or to such other address as either Party designates in writing. Notices are effective upon receipt.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. 14.2 The failure of either Party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision. 14.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction agreed below without regard to conflict of law principles. This Agreement, together with any Work Orders executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements. If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

16. MISCELLANEOUS

16.1 Independent Contractors. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship. 16.2 Publicity. Neither Party shall use the other Party’s name or trademarks in any press release or public announcement without prior written consent, except as required by law. 16.3 Force Majeure. Neither Party shall be liable for delays or failures caused by events beyond its reasonable control, including acts of God, labor disputes, governmental actions, or failure of suppliers, provided the affected Party uses commercially reasonable efforts to mitigate the impact.

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