Legal Interconnection Application

LEGAL INTERCONNECTION APPLICATION

This Legal Interconnection Application ("Application") is made as of Date: by and between Applicant Name: with principal place of business at Applicant Address: and Interconnection Provider Name: with principal place of business at Provider Address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Applicant seeks interconnection of its network facilities with Provider's network at the Point of Interconnection described below in order to exchange traffic and provide interoperable services to end users; and

WHEREAS, Provider operates network facilities and is willing to provide interconnection subject to the terms and conditions set forth in this Application; and

WHEREAS, the Parties intend for this Application to record the technical, operational and commercial information necessary to commence interconnection while preserving the rights and obligations of the Parties as set forth below.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Application, and other good and valuable consideration, the Parties agree as follows.

1. DEFINITIONS

For purposes of this Application, the following terms shall have the meanings set forth below. "Interconnection" means the physical and logical linking of the Parties' networks to permit the exchange of communications traffic. "Point of Interconnection" or "POI" means the physical location identified in Section 2 at which the networks are physically connected. "Confidential Information" means nonpublic information disclosed by one Party to the other under this Application that is identified as confidential or that, by its nature, ought to be treated as confidential.

2. SCOPE OF INTERCONNECTION

2.1 Point of Interconnection. The Parties agree to interconnect at the following location: POI Location: . The POI shall be the demarcation point for operational and technical responsibilities unless otherwise agreed in writing.

2.2 Services. The Parties will exchange traffic for the following service types (check all that apply):

PSTN / Circuit-Switched IP Interconnection / SIP MPLS / Private IP Other (specify)

3. TECHNICAL SPECIFICATIONS

3.1 Technical Standards. The Parties shall interconnect in accordance with industry-standard protocols and the technical specifications set forth in this Section. Each Party shall use commercially reasonable efforts to ensure compatibility, capacity and routing consistent with accepted engineering practices.

3.2 Traffic Estimates. Applicant's estimated average and peak traffic to be exchanged at the POI are: Average Erlangs / Mbps: Peak Erlangs / Mbps:

4. FACILITIES, INSTALLATION AND MAINTENANCE

4.1 Provision of Facilities. Each Party shall be responsible for providing and maintaining its own facilities to the POI. Where additional cross-connects, conduit or cabling are required, the requesting Party shall obtain such facilities at its expense unless otherwise agreed in writing.

4.2 Maintenance Windows. Routine maintenance that may materially affect service shall be scheduled with prior notice and coordinated between the Parties. Emergency maintenance may be performed without prior notice where required to protect network integrity, provided the performing Party uses reasonable efforts to notify the other Party as soon as practicable.

5. CHARGES, BILLING AND PAYMENT

5.1 Charges. Charges for interconnection, recurring fees and one-time engineering or installation charges shall be agreed in writing or as set forth in an applicable rate schedule executed by the Parties. Unless otherwise agreed, invoicing shall be monthly in arrears.

6. CONFIDENTIALITY

6.1 Confidential Treatment. Each Party shall treat Confidential Information of the other Party as confidential and shall not disclose such 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. Confidential Information shall not include information that is independently developed without use of the disclosing Party's Confidential Information or that becomes publicly available other than through a breach of this Application.

6.2 Remedies. The Parties acknowledge that breach of confidentiality may cause irreparable harm and that the non-breaching Party shall be entitled to equitable relief in addition to any other remedies at law or in equity.

7. TERM AND TERMINATION

7.1 Term. This Application shall commence on the Effective Date and shall remain in effect for a period of years unless earlier terminated in accordance with this Section.

7.2 Termination for Cause. Either Party may terminate this Application for material breach by the other Party if such breach remains uncured thirty (30) days after written notice, provided that where such breach is not capable of cure within thirty (30) days, the non-breaching Party shall not terminate if the breaching Party commences and diligently pursues cure.

8. INDEMNIFICATION AND LIABILITY

8.1 Indemnification. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party from and against any claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's negligent acts or omissions or willful misconduct in connection with the performance of this Application.

8.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, special, punitive or indirect damages.

9. NOTICES

All notices required or permitted under this Application shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may specify by notice). Notices shall be effective upon personal delivery, one (1) business day after deposit with a nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, first-class postage prepaid.

10. AMENDMENTS; WAIVER

No amendment or modification of this Application shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any right shall be effective unless in writing and signed by the Party granting the waiver.

11. GOVERNING LAW

This Application shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT

This Application, together with any exhibits and schedules executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, oral or written.

13. SEVERABILITY

If any provision of this Application is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely approximates the Parties' original intent.

14. MISCELLANEOUS

14.1 Assignment. Neither Party may assign its rights or obligations under this Application without the prior written consent of the other Party, except to an affiliate or successor in interest by merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

14.2 Counterparts. This Application 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. Signatures delivered by electronic transmission shall be deemed binding for all purposes.

By checking the box below, the signatory represents and warrants that he or she has the authority to bind the Party on whose behalf they sign and that the information provided in this Application is true and complete to the best of their knowledge.

I certify that I have authority to bind the Party and that the information provided herein is true and accurate.

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