Telecommunications Interconnection Agreement

TELECOMMUNICATIONS INTERCONNECTION AGREEMENT

This Telecommunications Interconnection Agreement (the Agreement) is entered into as of Effective Date: by and between:

Parties

Corporation Limited Liability Company Partnership Other:

Corporation Limited Liability Company Partnership Other:

WHEREAS

WHEREAS, Carrier A and Carrier B each operate telecommunications networks and desire to interconnect their networks for the exchange of traffic and related services under the terms set forth herein;

WHEREAS, the Parties intend to establish technical and commercial terms for interconnection, including points of interconnection, traffic routing, compensation, billing and dispute resolution;

WHEREAS, this Agreement sets forth the Parties' mutual covenants, operational responsibilities and remedies to ensure reliable, non-discriminatory interconnection in compliance with applicable laws and industry standards.

1. SCOPE OF WORK

1.1 Purpose. The Parties shall interconnect their networks for the exchange of traffic specified below, and each Party shall provide the facilities, equipment and operational support required to enable such exchange in accordance with this Agreement.

1.2 Technical Standards. Each Party shall comply with mutually agreed technical specifications and industry standards for signaling, numbering, call setup, and network performance. Interoperability parameters shall be documented and updated by joint engineering teams.

2. PAYMENT TERMS

2.1 Compensation. Carrier A shall pay Carrier B for terminated traffic and related services at the following rates unless otherwise agreed in writing:

2.2 Payment Terms. Invoices shall be issued in accordance with the Billing Cycle. Payment is due within days of invoice date. Late payments shall accrue interest as set forth below.

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

3.2 Renewal. The Agreement shall automatically renew for successive terms not automatically renew.

3.3 Termination for Convenience. Either Party may terminate this Agreement without cause upon written notice delivered not less than days prior to the effective termination date.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

4.2 Obligations. Each Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors and affiliates who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

4.3 Exceptions. Confidential Information does not include information which: (a) is or becomes publicly available without breach; (b) was known to recipient prior to disclosure; (c) is independently developed without use of confidential information; or (d) is required to be disclosed by law, provided the disclosing Party gives prompt notice to permit protective measures.

4.4 Duration. Confidentiality obligations shall survive termination of this Agreement for a period of years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets.

5. LIABILITY, INDEMNIFICATION AND INSURANCE

5.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party’s negligence, willful misconduct or breach of this Agreement.

6. OPERATIONAL AND TECHNICAL PROVISIONS

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at their Notice Addresses set forth above or to such other address as a Party may designate in writing.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT AND AMENDMENT

This Agreement, including any schedules, appendices and written amendments signed by authorized representatives of both Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements and understandings. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

10. MISCELLANEOUS

10.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or successor in connection with a sale of substantially all assets or business to which this Agreement relates.

10.2 Survival. Provisions that by their nature should survive termination or expiration of this Agreement shall so survive, including but not limited to confidentiality, indemnification and payment obligations.

SIGNATURES

Sign Now