Networking Interconnection Rules

NETWORKING INTERCONNECTION RULES

Parties

Recitals

WHEREAS, Interconnecting Party and Network Operator desire to interconnect their respective networks for the mutual exchange of traffic and related services effective as of ; and

WHEREAS, the parties intend to set forth technical, operational and commercial terms governing the interconnection, including equipment responsibilities, security, monitoring and billing; and

WHEREAS, the parties agree to implement the rules herein to ensure reliable, secure and auditable interconnection consistent with industry practice and the parties' mutual obligations.

Definitions

For purposes of this agreement: "Interconnection Services" means the physical and logical interconnection facilities and protocols necessary to exchange traffic between the parties' networks. "Point of Interconnection" or "POI" means the demarcation point identified in Section 4 at which each party's responsibility for equipment and maintenance is defined. "Confidential Information" has the meaning set forth in Section 8.

Scope of Work

The parties shall perform the work described below to establish and operate interconnection under these rules. All work shall be performed in accordance with accepted industry standards and in a professional manner.

Technical Standards and Operations

All interconnection equipment and protocols shall comply with applicable technical standards, including but not limited to signaling, routing, addressing and capacity management. Parties shall coordinate configuration changes through the Change Management process described below. Reference documentation or standards:

Interconnection Facilities and Responsibilities

The parties shall provide and maintain their respective network elements up to the POI. The POI location is: . Each party is responsible for its equipment, power and local transport up to the POI.

Security, Access and Data Handling

Each party shall implement reasonable physical and logical security controls to protect the other's network and data. Access to facilities shall be limited to authorized personnel and subject to prior notification. Security contact for coordination:

Payment Terms

In consideration for provision of Interconnection Services, Interconnecting Party shall pay Network Operator the amounts and according to the schedule set forth below.

Term and Termination

This agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this agreement for convenience upon written notice given days in advance. For material breach, the non-breaching party may terminate if the breach is not cured within days after written notice specifying the breach.

Confidentiality

Each party agrees to hold Confidential Information of the other party in strict confidence and not to use or disclose such information except as necessary to perform obligations under this agreement. Confidential Information excludes information that is: (a) publicly known other than by breach of this obligation; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the other party's Confidential Information. Confidentiality obligations survive termination for a period of three (3) years.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from claims, losses, liabilities and expenses arising out of the indemnifying party's negligence, willful misconduct or breach of this agreement. Except for liability arising from a party's gross negligence, willful misconduct or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Aggregate direct damages shall be limited to the greater of the amounts paid under this agreement in the prior twelve (12) months or $50,000.

Change Management and Notices

All changes to interconnection configuration, capacity or POI shall be subject to written change notices and a coordination window agreed by the parties. Emergency changes may be made with immediate notification and documentation within twenty-four (24) hours.

Compliance, Audits and Reporting

Each party shall comply with applicable law and industry regulatory requirements. The parties grant each other reasonable audit rights to verify compliance with technical, security and billing obligations upon at least days' prior notice. Audit scope shall be limited to matters relevant to the interconnection and conducted during normal business hours.

Dispute Resolution and Governing Law

The parties shall attempt to resolve disputes arising under this agreement through good faith negotiations between senior representatives. If the parties cannot resolve a dispute within thirty (30) days, the dispute shall be submitted to non-binding mediation, and if mediation fails, to binding arbitration under the rules agreed by the parties.

Entire Agreement

This document, including all attachments and referenced technical schedules, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, representations and agreements. Any amendment to this agreement must be in writing signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this agreement without the prior written consent of the other except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder. If any provision of this agreement is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

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