--------------------------------------------------------------------------------
INTERNATIONAL
TELECOMMUNICATIONS
CORPORATION
INTERNATIONAL
OPERATING
AGREEMENT
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
INTERNATIONAL TELECOMMUNICATION
SERVICE AGREEMENT
AN AGREEMENT made the 15th day of July, 1995, between Telenor Carrier Services
A.S. whose registered office is at ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, of the one part and International Telecommunications Corporation, a
corporation organized and existing under the laws of the United States, whose
office is at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, New York 10013, United
States ("ITC") of the other part.
WHEREAS the parties jointly desire to furnish telecommunication services between
the Country of Norway and the United States (as hereinafter defined).
NOW THEREFORE IT IS HEREBY AGREED as follows:
1. Definitions
(a) In this Agreement, unless the context otherwise requires, the
following terms shall have the following meanings:
(i) "CCITT" means the International Telegraph and Telephone
Consultative Committee of the International Telecommunications
Union;
(ii) "Operating Territory" in relation to Telenor Carrier Services
A.S. means Norway, and in relation to ITC means the United
States;
(iii) "Agreement" means this agreement and the annexures and addenda
(if any) pertaining thereto.
(b) The expression "Telenor" and "ITC" shall include their respective
successors and permitted assigns and their respective employees and
agents.
(c) The section headings in this agreement are for ease of reference only
and shall not be taken into account in the construction or
interpretation of any provision to which they refer.
2. Scope
Subject to the terms and conditions contained herein each of the parties
undertakes to establish and provide such telecommunication services between
Norway and the United States as are hereinafter specified and to use its
reasonable endeavors to establish such telecommunication services on and
with effect from September 1, 1995, or such other date as may be agreed by
the parties.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3. Duration
This agreement shall come into force on August 1st, 1995, and shall
continue thereafter unless and until terminated by not less than twelve
(12) months' prior written notice given by either party to the other.
4. Telecommunication Services
The telecommunication services to be established and provided hereunder
shall be agreed between the parties from time to time and the details
thereof shall be set out in annexures which shall be attached to this
agreement.
5. Routing of Telecommunication Services and Provision of Facilities
(a) The routes to be used by each party to provide the telecommunication
services hereunder shall be such direct circuits as may be agreed
between the parties from time to time and/or such switched circuits
via countries other than Norway and the United States or a combination
thereof as the parties may from time to time deem expedient to
maintain the provision of the telecommunication service in question.
(b) Each party will be responsible for the provision and maintenance of,
and payment for, the necessary interconnecting facilities located
within its Operating Territory in respect of its portion of the
telecommunications services to be provided hereunder.
(c) Each party shall be responsible for the establishment of and the
payment for one-half of that portion of the telecommunication
facilities necessary to provide the said circuits located outside the
Operating Territories of the parties used in the provision of the
telecommunication services hereunder.
6. Language
English shall be the language used by the technical and operating personnel
for the establishment end provision of telecommunication services
hereunder.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
7. Technical Standards and Methods of Operation
(a) The technical standards and methods of operation to be applied and
used by the parties in the provision of the telecommunication services
hereunder shall be agreed by the parties from time to time. In the
event of a failure to agree upon the technical standards to be
applied, the parties shall apply standards not inferior to the
relevant recommendations of the CCITT in force as of the date hereof
until such time as agreement is reached by the force as of the date
hereof until such time as agreement is reached by the parties in
respect of the technical standards.
(b) In so far as is commercially feasible, the telecommunication services
to be provided hereunder will be carried on digital channels, which
will conform to the current standards between Norway and the Untied
States.
8. Liability
Neither party shall be liable to the other for any loss or damage whether
direct or indirect, sustained by reason of any failure in or breakdown of
the communication facilities associated with the circuits used in providing
the telecommunication services under this Agreement or for any interruption
of service, whatsoever shall be the cause of such failure, breakdown or
interruption and however long such failure shall last.
9. Authorizations
All undertakings and obligations assumed hereunder by either party are
subject to the issuance and continuance of all necessary governmental
licenses, waivers, consents, registrations, permissions and approvals.
10. Force Majeure
No failure or omission by either party to carry out or observe any of the
terms and conditions of this Agreement shall give rise to any claim against
the party in question or be deemed a breach of this Agreement if such
failure or omission arises from any cause reasonably beyond the control of
the party seeking to rely upon such failure or omission.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
11. Termination
Notwithstanding anything to the contrary express or implied elsewhere
herein either party (without prejudice to its other rights) may terminate
this Agreement forthwith on notifying the other party to that effect either
orally (confirming such notification in writing) or by notice in writing,
in the event that the other party fails to make any payment due under this
Agreement punctually by the due date, and fails to make such payment within
30 days of being advised, by the party giving notice of termination that
such payment is due and has not been made.
12. Assignment
Neither party shall transfer or assign its rights or obligations under this
Agreement without the prior written consent of the other party, provided
however that either party may assign its rights and obligations under this
Agreement to its parent company or subsidiaries of the parent after prior
notification to the other party. No such assignment shall relieve the
assigning party of its obligations hereunder.
13. Notices
Unless otherwise specified by not less than 15 days' notice in writing, any
communication by either party to the other shall be sufficiently made if
sent by post (by air mail where possible), postage paid, or by telegraph or
telex or facsimile transmission to the address hereinafter specified.
To: Telenor Carrier Services A.S.
By mail: ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
By fax: ▇▇ ▇▇ ▇▇ ▇▇ ▇▇
To: International Telecommunications Corp.
By mail: ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By fax: (▇▇▇) ▇▇▇-▇▇▇▇
14. Entire Agreement
This Agreement represents the entire understanding between the parties in
relation to the subject matter hereof and supersedes all other agreements
and representations made by either party, whether oral or written, and this
Agreement may only be modified if such modification is in writing and
signed by a due authorized representative of each party hereto.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
15. Governing Law
This Agreement shall be governed by applicable laws in Norway.
16. Arbitration
All disputes arising in connection with the present contract shall be
finally settled by arbitration in accordance with the Rules of the
Arbitration Institute of the Oslo Chamber of Commerce. The number of
arbitrators shall be three. The place of arbitration shall be Oslo, and the
language of arbitration shall be English.
IN WITNESS WHEREOF THIS AGREEMENT has been entered into the day and year first
above written.
Signed for and on behalf of Signed for and on behalf of
INTERNATIONAL
Telenor Carrier Services A.S. TELECOMMUNICATIONS
CORPORATION
/s/ ▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------ -----------------------------
Date: 09-08-95 Date: 7/15/95
------------------------- ------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ANNEXURE I
TELECOMMUNICATION SERVICE INTERNATIONAL PUBLIC
SWITCHED TELEPHONE SERVICE
between Norway and the United States.
This Annexure is attached to and incorporated into the International
Telecommunication Services Agreement made between Telenor Carrier Services A.S.
and International Telecommunications Corporation dated the 15th of July, 1995.
1. Type of Service
(a) The following International Public Switch Telephone Service may be
established under this Agreement from points in or reached via Norway
and from points in or reached via the United States:
Customer Dialed Station calls
Operator Assisted Station calls (via robotics operators)
(b) Not all classes of traffic may be operational at the time of initial
implementation of the service,
(c) Other classes of service may be added to the agreement between the
parties from time to time.
2. Period of Service
This service will be a 24 hours per day continuous facility.
3. Accounting Rates and Division of Revenues
The accounting rates and division of revenue derived from the service
between Norway and the United States provided by the parties shall be those
set out in the Addendum attached to this Agreement or as the parties may
otherwise agree from time to time and incorporate in this agreement.
A separate Addendum may cover transit traffic.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
4. Accounting and Method of Settlement
(a) Monthly traffic accounts will be provided to the other party as soon
as practicable after the calendar month to which the account relates
but in no event later than the end of the third calendar month
following the month to which the traffic account relates to.
(b) A monthly settlement statement showing the balances from the monthly
accounts to which it relates shall be prepared as quickly as possible
by the creditor party and sent in duplicate to the debtor party which,
after verification, shall return one of the copies endorsed with its
acceptance. Payment shall be effected as soon as possible but in no
case later than six weeks after the monthly statement is received by
the debtor party.
(c) Payment will be made in a currency to be chosen by the creditor. In
the event the U.S. dollar is not agreed as currency and either Gold
Francs or SDR is applicable, the conversion of Special Drawing Rights
balance into currencies of payment shall be in line with the
International Telecommunications Regulations of Geneva.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ANNEXURE 2
TELECOMMUNICATION SERVICE INTERNATIONAL LEASED VOICE
AND DATA SERVICE, incorporating
Private Networks between Norway and the
United States.
This Annex is attached to and incorporated into the International
Telecommunication Services I Agreement made between Telenor Carrier Services
A.S. and International Telecommunications Corporation dated the 15th of July,
1995.
1. Type of Service
The service offered will be the interconnection of Private Networks for the
international access of voice and/or data.
2. Periods of Service
This service will be a 24 hour per day continuous facility.
--------------------------------------------------------------------------------