RESALE SOLUTIONS SWITCHED SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into by and between SPRINT
COMMUNICATIONS COMPANY L.P. ("Sprint"), and Telegroup, Inc. ("Customer").
Sprint and Customer are "Parties" hereto.
In consideration of the mutual promises contained herein, the Parties agree as
follows:
1. DEFINITIONS. Capitalized terms appearing in bold print are defined in
Exhibit 1.
2. CONFIDENTIALITY. During the Term and thereafter, neither Party shall
disclose any terms of this Agreement, including pricing, or Proprietary
Information of the other Party. Proprietary Information shall remain the
property of the disclosing Party. A Party receiving Proprietary Information
shall: (i) use or reproduce such information only when necessary to perform
this Agreement; (ii) provide at least the same care to avoid disclosure or
unauthorized use of such information as it provides to protect its own
Proprietary Information; (iii) limit access to such information to its
employees or agents who need such information to perform this Agreement; and
(iv) return or destroy all such information, including copies, after the need
for it has expired, upon request of the Disclosing Party, or upon termination
of this Agreement.
Because of the unique nature of Proprietary Information, a breach of this
paragraph may cause irreparable harm for which monetary damages may be
inadequate compensation. Accordingly, in addition to other available
remedies, a Party may seek injunctive relief to enforce this paragraph.
3. TERM. If this Agreement is executed by Sprint prior to the first day
of the month, then the Term shall commence on the first day of the following
month; otherwise, the Term shall commence on the first day of the second month
following the month in which it is executed by Sprint. The Term will continue
after commencement for the period specified in Attachment A.
4. TERMINATION FOR CAUSE.
4.1 A Party may terminate this Agreement upon the other Party's failure to
cure any of the following within 30 days following written notice thereof: (a)
the (i) insolvency, corporate reorganization, arrangement with creditors,
receivership or dissolution of the other Party; or (ii) institution of
bankruptcy proceedings by or against the other Party; (b) assignment or
attempted assignment of the Agreement or any interest therein, except as
permitted by Paragraph 24 hereof; (c) change in control of the defaulting
Party without the other Party's prior written consent, which consent shall not
be unreasonably withheld; (d) a final order by a government entity with
SPRINT PROPRIETARY INFORMATION - RESTRICTED
appropriate jurisdiction that a Service or the relationship hereunder is
contrary to law or regulation; or (e) breach of any provision herein not
otherwise referred to in Paragraph 4.
4.2 Sprint may terminate this Agreement immediately and without notice if
Customer fails to cure a breach as provided in Paragraph 8 or breaches a
provision of Paragraph 17 or 18.
4.3 Customer may terminate the Agreement upon 30 days written notice if
special rate adjustments exceed the maximum provided in paragraph 16.
4.4 Upon termination of this Agreement a Party may recover from the other
all sums it is owed at the time of termination.
5. TERMINATION WITHOUT CAUSE; EARLY TERMINATION CHARGE.
5.1 Customer may terminate this Agreement at any time without cause upon 90
days prior written notice to Sprint and payment to Sprint of the Early
Termination Charge in Subparagraph 5.2.
5.2 Service will be discontinued the first business day of the fourth month
after such notice of termination.
5.3 Carrier Transport Base Rates and Promotional Discounts are based on
Customer's agreement to purchase Service for the entire Term. It is difficult
if not impossible to calculate Sprint's loss if Customer terminates the
Agreement pursuant to Subparagraph 5.1 prior to the end of the Term.
Therefore, to compensate Sprint for such loss, and not as a penalty, Customer
shall pay Sprint an Early Termination Charge in the event of such termination.
The Early Termination Charge shall equal 50% of the sum of the Minimum
Commitment for each month remaining in the Term when Service is discontinued
pursuant to Subparagraph 5.1. The Early Termination Charge shall be paid
within 30 days after the notice provided pursuant to Subparagraph 5.1.
6. APPLICATION OF TARIFFS; INTERSTATE ADJUSTMENT.
6.2 Interstate and international Service shall be provided pursuant to
Tariff as supplemented by this Agreement. In the event of a conflict between
this Agreement and any Tariff, the Tariff shall control.
6.2 Intrastate Service is provided pursuant to Tariff in every respect.
Promotional Discounts will not apply to intrastate Service. An Interstate
Adjustment may be applied based on intrastate usage as provided in Attachment
D. The Interstate Adjustment shall be based on intrastate usage at the
Product Hierarchy Level and will equal the difference between (a) such usage
priced at Tariff less Tariff discounts and (b) such usage priced at the
Interstate Adjustment Rate in Attachment D less Discount One discounts. The
Interstate Adjustment for a given month shall not exceed interstate billing
for such month.
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6.3 Customer shall pay all Tariff charges including, without limitation,
fixed charges, feature charges, enhanced 800 charges, access facility charges,
installation and other non-recurring charges.
6.4 Sprint may modify or withdraw Tariffs from time to time, which may
include discontinuation of any Service without Sprint's liability.
7. RELATIONSHIP OF PARTIES. Neither this Agreement nor the provision of
Service creates a joint venture, partnership or agency between Sprint and
Customer. Customer is the service provider with respect to End Users. Sprint
is merely a supplier to Customer with no relationship to End Users.
8. USE OF NAME AND MARKS. This Agreement confers no right to use the name,
service marks, trademarks, copyrights, patents or CIC of either Party except
as expressly provided herein. Neither Party shall take any action which would
compromise the registered copyrights or service marks of the other.
Sprint's name is proprietary and nothing herein constitutes a general license
authorizing its use. Customer may not (a) promote or advertise Sprint's name
or capabilities to End Users or prospective End Users; (b) attempt to sell its
service using Sprint's name; or (c) represent to End Users or prospective End
Users that they would be Sprint customers or that they may obtain Sprint
service from Customer.
Sprint shall provide Customer written notice of a breach of this paragraph.
Customer shall use its best efforts to immediately cure such breach, advising
Sprint of its actions. If, in Sprint's opinion, Customer fails to effect a
cure within 30 days of Sprint's notice, then Sprint may, at its option,
terminate the Agreement pursuant to Subparagraph 4.2.
Sprint's provision of Network Extension Service may result in End Users being
notified by their LEC that Sprint is their designated PIC. Therefore, to
avoid confusion and potential "slamming" complaints, Sprint hereby authorizes
Customer to use Sprint's name under the following conditions to provide End
Users from whom Customer has obtained a PIC Authorization with a fulfillment
piece containing the following Notice (the "Notice"):
We want to affirm how ___ will provide your long distance service.
Although ___ will provide your invoice and customer service, we use major
national carriers to actually carry your long distance calls.
After subscribing to our service, you may receive a notice from your
local phone company which says that your long distance "Carrier of
Choice" is Sprint. _____ has selected Sprint as the long distance
network provider it will use to handle your calls. That selection was
based on your quality and price requirements. If you have any questions
about your order, please call our toll free customer service number, 1-
00-___-____.
If Customer subscribes to Sprint Express, calls placed by End Users to the
Sprint ITFS number will be answered "Sprint operator." This may cause
confusion if the End User does not know its calls are being carried on the
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Sprint network. Therefore, to avoid such confusion, Sprint hereby authorizes
Customer to provide End Users who use Sprint Express with a fulfillment piece
containing the following notice (the "Sprint Express Notice"): "International
call origination may be provided by a Sprint operator." Sprint may withdraw
consent to use the Sprint Express Notice upon 10 days written notice.
Customer shall obtain Sprint's prior written approval of any fulfillment piece
in which the Notice or the Sprint Express Notice will appear.
9. SERVICE. Services provided hereunder are described in Exhibit 2.
10. LEGAL COMPLIANCE; REMEDIES FOR NON-COMPLIANCE.
10.1 Customer represents and warrants that (a) it has obtained all licenses
and regulatory authority necessary to operate as contemplated herein and (b)
it will not submit an End User ANI for activation without obtaining and
maintaining a proper PIC Authorization.
10.2 If, in Sprint's opinion, Customer breaches this paragraph, Sprint may
(a) terminate this Agreement pursuant to Subparagraph 4.1(e), (b) reject End
User ANIs submitted by Customer for placement under its account, and/or (c)
discontinue Promotional Discounts. If Sprint elects option (b) or (c), it
will resume accepting ANIs and/or reinstate Promotional Discounts only after
Customer produces evidence satisfactory to Sprint that it has cured its
breach.
11. CUSTOMER RESPONSIBILITIES.
11.1 Customer shall not be relieved of any obligation hereunder by virtue
of the fact that Service is ultimately used by End Users.
11.2 Customer shall produce for Sprint's inspection, at Customer's expense,
any PIC Authorization within 48 hours after Sprint's oral or written request,
or within any shorter period required by a LEC or regulatory agency. If
Customer fails to comply with this subparagraph then Sprint may (a)
discontinue Promotional Discounts and/or (b) refuse to activate additional
ANIs under a Customer's account.
11.3 Customer shall reimburse Sprint for any charge assessed by a LEC for
processing a PIC request initiated by Customer and pay Sprint a PIC Assessment
Fee equal to 25% of such charge.
11.4 Customer shall be solely responsible for End User solicitation,
service requests, creditworthiness, customer service, billing and collection.
11.5 Customer shall be financially liable for usage generated by each End
User ANI activated by Sprint until such ANI is presubscribed to another IXC.
Customer may request Sprint to block Network Extension Service to an ANI upon
the End User's failure to pay Customer, subject to Customer's prior
certification to Sprint that it has given the End User any notice required by
law. Customer shall reimburse Sprint for expenses incurred to block an ANI.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
11.6 Customer shall be solely liable for amounts it cannot collect from End
Users, and billing adjustments it grants End Users, including adjustments for
fraudulent charges, directory assistance or any other form of credit.
11.7 Customer shall comply with Sprint's network interface procedures when
it orders its own access facilities.
12. SERVICE ACTIVATION. Sprint will use reasonable efforts to provide
switched Service within 15 days, and dedicated Service within 30 days,
following Customer's order, or the requested delivery date, whichever is
later. These deadlines will be extended by the time it takes to address
activation errors or obtain from Customer a complete and accurate order or PIC
Authorization. Customer shall reimburse Sprint for LEC imposed fees resulting
from a request to expedite Service.
13. PRICING; FORWARD PRICING; GENERAL CONDITIONS.
13.1 Pricing. Resale Solutions Base Rates and Promotional Discounts are
contained in the Attachments hereto.
13.2 Prices in Lieu of Other Discounts. Resale Solutions Base Rates and
Promotional Discounts are extended in lieu of any other Tariff or contractual
discount, special pricing, or discount term plan. Discounts upon discounts
are only permitted if expressly provided for herein.
13.3 Prices Contingent on Performance. Resale Solutions Base Rates and
Promotional Discounts are contingent on Customer's full performance of all
terms of the Agreement. If Customer fails to pay the undisputed portion of an
invoice pursuant to Paragraph 17, all Service for which payment is past due
may, at Sprint's option, be priced at Resale Solutions Base Rates.
13.4 Per Minute Charges. Resale Solutions Base Rates are invoiced based on
Per Minute Charges utilizing the Rate Periods and Billing Increments in
Attachment B.
13.5 Non-▇▇▇▇ Switched Origination, Termination and 800 Origination
Charges. Customer shall pay the charges specified in Attachment B for each
originating minute and each terminating minute of an interstate call that
originates and/or terminates in a Non-▇▇▇▇ Service Area.
13.6 Switched Origination, and Termination Charges. Customer shall pay the
charges specified in Attachment B for each originating minute and each
terminating minute of an interstate call.
13.7 Promotional Pricing Levels. Customer will receive Discount One and
Discount Two discounts applied only to Rate Elements as provided in
Attachments C and D.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
13.8 Forward Pricing. As a transition to the pricing hereunder, Discount
Two discounts may be based for a period of time on the greater of Customer's
actual Discount Two Monthly Volume of Service or a specified Forward Pricing
Volume of Service. The Forward Pricing Volume of Service and the period
during which it may be applied are specified in Attachment A.
13.9 Pricing Contingent on Primary Carrier Status. Pricing hereunder is
contingent on Customer utilizing Sprint as its Primary Carrier for the Primary
Carrier Services listed in Attachment A.
If 800 Service is a Primary Carrier Service then Customer shall (a) designate
Sprint as its Primary Carrier in the 800 Service Management System database
for all interstate 800 traffic that is not originated directly by Customer and
(b) maintain access facilities sufficient to send at least 99% of its traffic
to Sprint with no more than 2% blockage during the peak busy hour of
Customer's average business day.
If Resale Connect One Plus is a Primary Carrier Service then 90% of all End
User ANIs under Customer's control shall be placed PICed to Sprint during the
Term.
If Resale Direct Extension is a Primary Carrier Service then 90% of all
Dedicated Access End Users under Customer's control shall be placed on the
Sprint network during the Term.
If Resale Direct is a Primary Carrier Service then Customer shall maintain
access facilities sufficient to send to Sprint at least 99% of the traffic
Customer does not terminate itself.
Customer shall produce, within 30 days following Sprint's request, evidence
acceptable to Sprint that it is in compliance with this subparagraph. Failure
to maintain Sprint as Primary Carrier on any Primary Carrier Service will
result in Service being provided hereunder at Carrier Transport Base Rates for
the remainder of the Term. Customer may select a temporary back-up carrier
for any period during which it is affected by a Sprint network outage.
14. SURCHARGES.
14.1 Minimum Commitment Surcharge. Any month Customer fails to meet the
Minimum Commitment stated on Attachment A, Customer shall pay a surcharge for
Service provided during such month equal to 25% of the difference between the
Minimum Commitment and Customer's Net Usage. The Minimum Commitment shall not
relieve Customer of any credit or security obligation hereunder.
14.2 LEC Cap Surcharge. Any month Customer exceeds the Maximum Non-▇▇▇▇
Traffic Percentage specified in Attachment B for any Service type, Customer
shall pay Sprint the per minute surcharge for such Service specified in
Attachment B for each minute above the Maximum Non-▇▇▇▇ Traffic Percentage
that originates from or terminates to a Non-▇▇▇▇ Service Area. Maximum
Non-▇▇▇▇ Traffic Percentages will be calculated independently for originating
and
terminating minutes at each Product Hierarchy Level.
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14.3 Minimum Average Time Requirement Surcharge. Any month Customer fails
to equal or exceed the Minimum Average Time Requirement specified in
Attachment B for Services specified in Attachment B, then Customer shall pay
Sprint a per minute surcharge on such usage equal to (a) the per minute
surcharge specified in Attachment B multiplied by (b) the difference between
(i) the number of minutes the Service was used and (ii) the number of calls
using the Service multiplied by the Minimum Average Time Requirement. This
surcharge shall be calculated at each Product Hierarchy Level.
14.4 Noncomplete Call Structure. Any month Customer exceeds the Maximum
Noncomplete 800 Call Percentage for interstate Resale Direct Toll Free, Resale
Direct Toll Free Extension, and/or interstate Resale Connect Toll Free traffic
as stated on Attachment B, Customer shall pay Sprint a surcharge equal to the
amount stated in Attachment B for each Noncomplete 800 Call in excess of the
Maximum Noncomplete 800 Call Percentage. This surcharge shall be calculated
at each Product Hierarchy Level.
14.5 Minimum Port Usage Surcharge. Any month Customer fails to equal or
exceed the Minimum Port Usage per Active Resale DirectPort as stated on
Attachment A, Customer shall pay Sprint a surcharge on its Ultra WATS usage
equal to the difference between (a) Customer's actual Net Usage for Resale
Direct Service and (b) the Minimum Port Usage multiplied by the total number
of Active Resale Direct Ports. This surcharge shall be calculated at each
Product Hierarchy ▇▇▇▇▇.
▇▇. SERVICE CHARGES. Customer shall pay Sprint a $25 service charge for
each End User ANI or 800 number Customer submits for activation (a) that
Sprint determines lacks a proper PIC Authorization or (b) that requires Sprint
to disconnect or transfer such ANI or 800 number from Sprint's data base
before placing it within Customer's CTIS hierarchy. However, the service
charge provided for in 15(b) will be waived if such End User ANIs, or 800
numbers, do not exceed 15% of the total ANIs, or 800 numbers, submitted by
Customer during the previous 90 days.
16. SPECIAL RATE ADJUSTMENTS.
16.1 Sprint may, after 60 days notice to Customer, adjust the price of
Service provided hereunder to reflect changes in international net settlements
or currency exchange rates.
16.2 Sprint will adjust the price of Service provided in Paragraph 13.6
bi-annually, on the first day of January and July. The adjustment will
reflect
changes in statewide average per-minute originating and Terminating interstate
LEC access charges imposed on Sprint.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
16.3 Customer may terminate this Agreement pursuant to Paragraph 4.3 if (a)
Customer establishes that statewide average per-minute originating and
terminating access charges in a given state have decreased more than five
percent during the previous six months and (b) Sprint neither (i) adjusted the
price of Service to reflect a decrease in access charges at any time during
the previous six months or (ii) adjusted the price of Service to reflect a
decrease in access charges within 60 days following the date Customer
demonstrates that such charges have decreased.
17. PAYMENT FOR SERVICE.
17.1 Payment Obligation. Customer shall pay Sprint for Service pursuant to
the terms of this Agreement and applicable Tariffs.
17.2 Call Detail. Sprint will provide Customer with a call detail media
containing Customer's Service usage. Sprint may, at its option, and without
liability to Customer, modify the format of the call detail media following 30
days written notice to Customer.
17.3 Payment Procedure. Sprint will invoice Customer monthly for Service
provided hereunder. Invoices shall be due and payable upon receipt.
Undisputed charges for Service that are not paid within 30 days after
Customer's receipt of the invoice shall be past due. Interest will be charged
on past due amounts beginning the 31st day following Customer's receipt of the
invoice at a rate equal to the lesser of 18% per annum or the maximum rate
allowed by law.
The price of Service is exclusive of applicable taxes. Resale Solutions Base
Rates and Promotional Discounts are contingent on Customer providing Sprint
with certificates from appropriate taxing authorities exempting Customer from
taxes that would otherwise be invoiced hereunder.
17.4 Billing Disputes. If Customer in good faith disputes any invoiced
amount, it shall submit to Sprint, within 30 days following receipt of the
invoice, full payment of the undisputed portion of the invoice and written
documentation identifying and substantiating the disputed amount. If the
Parties, in good faith, cannot resolve the dispute within a reasonable period
of time, then the dispute shall be settled by arbitration pursuant to
Paragraph 22.
18. PAYMENT SECURITY. Provision of Service is contingent on credit
approval by Sprint. Upon request by Sprint, Customer shall provide Sprint
with financial statements, or other indications of Customer's financial
circumstances. If Customer's financial circumstances or payment history is or
becomes unacceptable to Sprint, then Sprint may require a deposit, irrevocable
letter of credit or other form of security acceptable to Sprint. Customer's
failure to provide such security within 20 days following Sprint's request
shall constitute a default under Subparagraph 4.2.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
19. INDEMNIFICATION. Each Party (as "Indemnitor") shall indemnify, defend
and hold harmless the other Party (as "Indemnitee") from and against any and
all liabilities, costs, damages, fines, assessments, penalties and expenses
(including reasonable attorney's fees) resulting from (a) breach of any
provision in this Agreement by Indemnitor, or its employees or agents, or (b)
any misrepresentation or illegal act of Indemnitor, its employees or agents,
arising out of the Indemnitor's performance hereunder.
Customer shall indemnify, defend and hold Sprint harmless from and against any
and all liabilities, costs and damages (including reasonable attorney's fees)
resulting from any claim arising out of: (i) use of Service by Customer to
extend its service to End Users; (ii) use of Service by Customer or End Users;
(iii) libel, slander, or patent or trademark infringement arising from the
combination or use of Service with Customer provided service or facilities; or
(iv) Customer's marketing, advertising, sales or promotional activities.
20. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING
LOSS OF PROFITS, LOSS OF CUSTOMERS OR GOODWILL ARISING FROM THE RELATIONSHIP
OR CONDUCT OF BUSINESS HEREUNDER.
21. WARRANTIES. WARRANTIES AND REMEDIES SET FORTH IN THE AGREEMENT AND
SPRINT'S TARIFFS ARE THE ONLY WARRANTIES AND REMEDIES WITH RESPECT TO THE
SERVICE, AND ARE IN LIEU OF ANY OTHER WARRANTY, WRITTEN OR ORAL, STATUTORY,
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
22. ARBITRATION. Any dispute arising out of or relating to the Agreement
will be finally settled by arbitration in accordance with the rules of the
American Arbitration Association. The arbitration will be governed by the
United States Arbitration Act, 9 U.S.C. Sec. 1, et seq., and judgment upon the
award rendered by the arbitrator(s) may be entered by any court with
jurisdiction. The arbitration will be held in the Kansas City, MO
metropolitan area.
23. NOTICES. Notices, requests or other communications (excluding
invoices) hereunder shall be in writing and sent by certified mail addressed
as follows:
If to Sprint: Sprint Communications Company
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Vice President-Wholesale Services
With copy to: Sprint Communications Company
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Vice President Law-Marketing/Sales
SPRINT PROPRIETARY INFORMATION - RESTRICTED
If to Customer: ______________________________________
______________________________________
______________________________________
Attention: _____________________________
24. ASSIGNMENT. Neither this Agreement nor any right or obligation
hereunder may be assigned or delegated to any other entity without the prior
written consent of the other Party, which consent shall not be unreasonably
withheld.
25. EXCUSABLE DELAY. In the event of an Excusable Delay the performance
obligations of the Parties hereunder shall be suspended and the Term shall be
extended for a period of time equal to the length of such delay; provided,
however, the affected Party shall promptly notify the other Party of the
nature of the delay and the estimated time that it will continue. If an
Excusable Delay continues for more than 90 days and has a material adverse
impact on the other Party, such other Party may, at its option and upon
written notice to the other Party, terminate this Agreement without liability
other than payment for Service provided prior to termination. Notwithstanding
the foregoing, neither Party may invoke this paragraph with regard to any
event listed in Paragraph 4 or to delay performance of Paragraphs 17 or 18.
26. CAPTIONS. Captions of the paragraphs and subparagraphs herein are for
convenience only, are not part of the Agreement and shall not define or limit
any of the Agreement's terms.
27. CHOICE OF LAW. This Agreement shall be construed in accordance with,
and governed by, the laws of the State of Kansas.
28. RULES OF CONSTRUCTION. No rule of construction requiring
interpretation against the draftsman shall apply in the interpretation of this
Agreement.
29. ENTIRE AGREEMENT. This Agreement, together with the attached Exhibits
and Attachments, represents the entire agreement of the Parties with respect
to the subject matter hereof and supersedes all other agreements between the
Parties relating to the Service.
30. MODIFICATION OF AGREEMENT. This Agreement, including its Exhibits and
Attachments, may be amended, modified or supplemented only by a separate
written document executed by both Parties with the formality of this
Agreement.
31. WAIVER OF TERMS. No term or provision herein shall be waived, and no
breach or default excused, unless such waiver or consent is in writing and
signed by the Party to which it is attributed. No consent by a Party to, or
waiver of, a breach or default by the other, whether express or implied, shall
constitute a consent to, or waiver of, any subsequent breach or default.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
32. PARTIAL INVALIDITY. If any provision of this Agreement shall be
invalid or unenforceable, such invalidity or unenforceability shall not
invalidate or render the Agreement unenforceable, but rather the Agreement
shall be construed as if not containing the invalid or unenforceable
provision. However, if such provision is an essential element of this
Agreement, the Parties shall promptly attempt to negotiate a substitute
thereof.
33. CUMULATIVE REMEDIES. Except as otherwise provided herein, the
remedies provided for in this Agreement are in addition to any other remedies
available at law or in equity.
34. EXPIRATION OF OFFER. Sprint's offer to enter into this Agreement
shall be withdrawn if the Agreement is not executed by both Parties within 45
days after the Proposal Date stated on Attachment A.
EXECUTED and made effective as provided herein.
________________________ SPRINT COMMUNICATIONS COMPANY L.P.
(Customer)
By: _____________________ By: ___________________________________
R. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: ____________________ President, Wholesale Services Group
Date: ____________________ Date: __________________________________
SPRINT PROPRIETARY INFORMATION - RESTRICTED
EXHIBIT 1
DEFINITIONS
Capitalized terms appearing in bold print in the Agreement, its Exhibits and
Amendments are defined as follows:
"Active Resale Direct Port" means a Customer access port (DS-0 equivalent)
connected to Sprint and activated as Resale Direct Service.
"ANI" means a calling telephone number identification which is forwarded to an
IXC by a LEC as a call is placed.
"Associated Location" means a physical premise to or from which Sprint
provides Service which is (a) owned or leased by Customer; (b) occupied by a
business in which Customer has an equity interest of at least a 25%; or (c)
occupied by a franchisee of Customer.
"Attachment" means a supplement attached to, and a part of, the Agreement.
"Billing Increment" means a Tariffed billing increment, unless otherwise
stated in Attachment B.
"Calling Card" means a card issued to an End User in Customer's name
containing an authorization code that the End User may use to originate calls
over Sprint's network as provided in Exhibit 2.
"Resale Connect FONcard Services" means a Service consisting of a Sprint
authorization code incorporated into Customer's Calling Card which, together
with Customer's service enhancements, is provided to End Users for use in
originating calls over Sprint's network as provided in Exhibit 2.
"Resale Solutions Base Rates" means the prices provided herein for Resale
Solutions Service.
"Resale Solutions Service" means switched Service purchased under the
Agreement and invoiced under CTIS.
"CIC" means an IXC carrier identification code.
"CTIS" means Sprint's Carrier Transport Invoicing System.
"Day Rate Period" means the Tariff day rate period unless otherwise specified
herein.
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"Discount One" means a Rate Element specific discount that (1) is based on
Customer's Discount One Monthly Volume of Service and (2) is applied to usage
at the Service Hierarchy Level that has been priced at Resale Solutions Base
Rates.
"Discount One Monthly Volume of Service" means the volume of Customer's
monthly usage, at each Product Hierarchy Level, for a specific Rate Element
priced at Resale Solutions Base Rates.
"Discount Rate Period" means the Tariff international discount rate period
unless otherwise specified herein.
"Discount Three" means a Rate Element specific discount that (1) is based on
Customer's Discount Three Monthly Volume of Service and (2) is applied at the
Product Hierarchy Level or the Service Hierarchy Level to interstate or
international usage to the LATAs or countries specified in Attachment C.
"Discount Three Monthly Volume of Service" means the volume of Customer's
monthly usage, at the Product Hierarchy Level or Service Hierarchy Level, of
interstate or international minutes to the specific LATAs or countries
identified in Attachment A and priced based on the usage levels and Rate
Periods specified in Attachment C.
"Discount Two" means a Rate Element specific discount that (1) is based on
Customer's Discount Two Monthly Volume of Service and (2) is applied to usage
at the Service Hierarchy Level that has been priced at Resale Solutions Base
Rates less Discount One discounts.
"Discount Two Monthly Volume of Service" means the volume of Customer's
monthly usage, at the Master Hierarchy Level, of all Resale Solutions
Services, including directory assistance Services, priced at Resale Solutions
Base Rates after the application of Discount One discounts, but prior to the
application of Discount Two discounts. Discount Two Monthly Volume of Service
does not include Resale Solutions Service charges that are not based on usage,
Clearline Service charges, Private Line charges, any charge associated with
access (dedicated or non-dedicated), facilities charges, any usage related
fixed charge, any non-recurring charge such as installation charges, taxes,
surcharges, transfer fees, or interest.
"Early Termination Charge" means the charge imposed for terminating the
Agreement prior to expiration of the Term as provided in Paragraph 5 thereof.
"Economy Rate Period" means the Tariff international economy rate period.
"End User" means a customer of Customer to whom Sprint extends Network
Extension Service at a Non-Associated Location.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
"Evening Rate Period" means the Tariff evening rate period unless otherwise
specified herein.
"Excusable Delay" means any event that prevents a Party from performing its
obligations hereunder and that is beyond the reasonable control and without
the fault or negligence of such Party.
"Exhibit" means a supplement attached to, and a part of, the Agreement.
"Forward Pricing Volume of Service" means the volume of service specified in
Attachment A upon which Discount Two discounts may be based as provided in
Subparagraph 13.8 of the Agreement.
"Interstate Adjustment" means the adjustment under Subparagraph 6.2 to the
invoice for interstate usage that is based on the level of intrastate usage.
"Interstate Adjustment Rate" means the rate identified in Attachment D that is
used to determine the Interstate Adjustment as provided in Subparagraph 6.2.
"IXC" means interexchange carrier.
"LEC" means local exchange carrier.
"Master Hierarchy Level" means billing hierarchy level 1.
"Maximum Noncomplete 800 Call Percentage" means, for each month, for each
Service type, the ratio, expressed as a percentage, of (i) the aggregate
number of Noncomplete 800 Calls during such period divided by (ii) the
aggregate number of 800 calls during such period. This percentage shall be
calculated at each Product Hierarchy Level.
"Maximum Non-▇▇▇▇ Traffic Percentage" means, for each month, the ratio,
expressed as a percentage, of (i) the number of minutes during such period
that originate from, or terminate in, a Non-▇▇▇▇ Service Area, divided by (ii)
the total number of minutes during such period. Maximum Non-▇▇▇▇ Traffic
Percentages will be calculated independently for originating and terminating
minutes at the Product Hierarchy Level.
"Minimum Average Time Requirement" means the minimum average call duration,
expressed in minutes, for Services as specified in Attachment B. Minimum
Average Time Requirement calculations will be made at each Product Hierarchy
Level.
"Minimum Commitment" means the minimum monthly usage commitment stated on
Attachment A. The calculation to determine whether Customer has met the
Minimum Commitment shall be based on Customer's invoiced Net Usage.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
"Minimum Port Usage" means the minimum Net Usage for Resale Direct Service
stated on Attachment A that Customer shall generate per Active Resale Direct
Port.
"Network Extension Service" means Service that Sprint extends to the
Non-Associated Location of an End User.
"Net Usage" means the monthly amount invoiced for use of a Service net of
Discount One, Discount Two and Discount Three discounts. Net Usage includes
the following as they apply to particular Services: monthly per-minute usage
charges invoiced under the Agreement; route advance charges; real time ANI
charges; switched origination and termination charges; directory assistance
charges; Minimum Average Time Requirement Surcharges; Noncomplete Call
Surcharges; FONcard surcharges; and LEC Cap Surcharges.
"Night/Weekend Rate Period" means the Tariff night/weekend rate period unless
otherwise specified herein.
"Noncomplete 800 Call" means an attempted Resale Connect Toll Free, Resale
Direct Toll Free, or Resale Direct Toll Free Extension call that is not
completed to the called number for any reason.
"Non-Associated Location" means any physical premise to or from which Sprint
provides Service that is not an Associated Location.
"Non-▇▇▇▇ Service Area" means the geographic service area of any "independent"
LEC which is not a ▇▇▇▇ Operating Company.
"Off Peak Rate Period" means (a) the Evening Rate Period and the Night/Weekend
Rate Period for interstate traffic and (b) the Discount Rate Period and
Economy Rate Period for international traffic.
"Peak Rate Period" means (a) the Day Rate Period for interstate traffic and
(b) the Standard Rate Period for international traffic.
"Per Minute Charge" means the per minute charge for service as set forth in
Exhibit C based on Rate Periods and Billing Increments stated in Attachment B.
"PIC" means primary interexchange carrier.
"IC Authorization" means an End User's selection of a PIC that meets the
requirements of federal and state law.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
"Primary Carrier" means the IXC designated by Customer as its first routing
choice and primary overflow carrier.
"Primary Carrier Service" means the Service specified in Attachment A for
which Sprint shall be Customer's Primary Carrier.
"Product Hierarchy Level" means the fifth level in the Customer billing
hierarchy, and is directly above the Service Hierarchy Level which ties like
Services together for purposes of reporting. Each Product Hierarchy Level is
considered independently for calculation and application of Discount One, LEC
Cap Surcharge, Minimum Average Time Requirement Surcharges, Noncomplete 800
Call Surcharges and Minimum Port Usage Surcharges.
"Promotional Discounts" is a collective reference to Discount One, Discount
Two, Discount Three and Interstate Adjustments.
"Proposal Date" means the date indicated on Attachment A that the Agreement is
offered by Sprint to Customer.
"Proprietary Information" means (a) written information of a Party which is
clearly and conspicuously marked as proprietary or confidential or which is
accompanied by written notice that such information is confidential, or (b) a
verbal communication which is subsequently confirmed in writing to the other
Party as confidential or proprietary information which (i) is maintained in
confidence and secrecy by the disclosing Party, (ii) is valuable to the
disclosing Party because of such confidence or secrecy, and (iii) is subject
to the disclosing Party's reasonable efforts to maintain such confidentiality
and secrecy. Proprietary Information shall not include information which (1)
is at any time in the public domain other than through wrongdoing on the part
of an entity owing a duty of confidentiality to the Disclosing Party, (2) is
within legitimate possession of the receiving Party without obligation of
confidentiality, (3) is lawfully received from a third party having rights
therein without restriction of the right to disseminate the information, (4)
is independently developed without breach of any obligation of confidentiality
through parties without access to or knowledge of such Proprietary
Information, (5) is disclosed with prior written approval of the other Party,
(6) is transmitted after the disclosing Party has received written notice from
the receiving Party that it does not desire to receive further Proprietary
Information, or (7) is obligated to be produced under order of a court of
competent jurisdiction.
"Rate Element" means a jurisdictional element of the rate for a particular
Service. For example, Resale Direct rates consist of separate Rate Elements
for interstate, intrastate, Canada, Mexico domestic, Mexico international,
other international, and directory assistance usage.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
"Rate Periods" is a collective reference to the Day Rate Period. Discount
Rate Period, Economy Rate Period, Evening Rate Period, Night/Weekend Rate
Period, Off Peak Rate Period, Peak Rate Period, and Standard Rate Period.
"Service" means the service identified in the Exhibits and Attachments that
Sprint shall provide and Customer shall purchase hereunder.
"Service Hierarchy Level" means the sixth and lowest level in the Customer's
billing hierarchy.
"Standard Rate Period" means the Tariff standard rate period for international
Service unless otherwise specified herein.
"Tariff(s)" means any applicable tariff filed by Sprint with the Federal
Communications Commission for interstate or international Service (including
Tariff revisions) and/or any applicable tariff filed with a state regulatory
commission for intrastate Service. Should Sprint no longer file Tariffs in
order to provide Service, then Tariff shall mean the standard rate tables and
terms and conditions that replace such Tariffs.
"Term" means the term of the Agreement as provided in Paragraph 3 thereof.
EXHIBIT 2
SERVICES
The following Services are provided pursuant to the Agreement:
1. OUTBOUND SERVICE.
1.1 RESALE DIRECT and RESALE DIRECT EXTENSION. Resale Direct and Resale
Direct Extension is provided hereunder for switched outbound traffic with
interstate or international termination that originates over dedicated special
access (DS-1 or DS-3) circuits.
1.2 RESALE DIRECT. Resale Direct is Service subscribed to, and paid for,
by Customer that originates from an Associated Location. Carrier Ultra WATS
may be obtained only by a carrier with its own CIC.
1.3 RESALE DIRECT EXTENSION. Resale Direct Extension is Service subscribed
to, and paid for, by Customer but connected directly to a Non-Associated
Location.
1.4 RESALE CONNECT ONE PLUS. Resale Connect One Plus is provided hereunder
for switched access outbound traffic utilizing Feature Group D protocol having
interstate or international termination.
2. TOLL FREE SERVICE.
2.1 RESALE DIRECT TOLL FREE and RESALE DIRECT TOLL FREE EXTENSION. Resale
Direct Toll Free and Resale Direct Toll Free Extension is provided hereunder
for Customer switched inbound traffic with interstate or international
origination that terminates over dedicated special access (DS-1 or DS-3)
circuits.
2.2 RESALE DIRECT TOLL FREE. Resale Direct Toll Free is Toll Free Service
subscribed to, and paid for, by Customer that terminates to an Associated
Location. Resale Direct Toll Free may be obtained only by a carrier with its
own CIC.
2.3 RESALE DIRECT TOLL FREE EXTENSION. Resale Direct Toll Free Extension
is Toll Free Service subscribed to, and paid for, by Customer but connected
directly to an Non-Associated Location.
2.4 RESALE CONNECT TOLL FREE. Resale Connect Toll Free is provided
hereunder for switched inbound traffic, terminating on Feature Group D
protocol, having interstate or international origination.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
2.5 INTERNATIONAL TOLL FREE ORIGINATION. International Toll Free Service
("ITFS") shall be provided subject to availability. Because of a limited
quantity of Toll Free numbers in some countries, Sprint may, as it deems
appropriate, after 30 days notice, disconnect any ITFS number which does not
generate at least 60 minutes of usage during any period of three consecutive
months. ITFS traffic must be terminated directly in the continental U.S. If
reorigination occurs, ITFS traffic is subject to foreign PIT interruption and
is beyond Sprint's control. ITFS Service shall be provided pursuant to
Tariff, including rates, discounts and Toll Free number charges, unless
otherwise provided herein.
3. FONVIEW. FONview is not available for Service billed under CTIS.
4. DIRECTORY ASSISTANCE
4.1 INTERSTATE. Interstate directory assistance provided hereunder must
have a domestic origination over Customer's circuits. Sprint may modify
directory assistance prices provided in the Agreement to reflect changes in
LEC directory assistance charges.
4.2 INTERNATIONAL. International directory assistance is provided pursuant
to Tariff. International directory assistance must have a domestic
origination over Customer's circuits and request numbers must be located in
the countries listed in Sprint's FCC Tariff 1, Section 2.1. International
directory assistance may be obtained by calling a Sprint operator who will
request the number from the appropriate country's international operator.
Sprint may modify directory assistance prices provided in the Agreement to
reflect changes in directory assistance charges of other countries.
4.3 TOLL-FREE DIRECTORY LISTINGS. Customer's Toll Free numbers shall not
be eligible for any toll-free directory listing at Sprint's expense.
5. RESALE CONNECT FONCARD SERVICE.
5.1 Resale Connect FONCard Service consists of an authorization code issued
by Sprint which Customer will incorporate into a Calling Card. The Calling
Card, together with Customer provided service enhancements, will be provided
in Customer's name to End Users who may use the card to originate calls over
Sprint's network in the contiguous U.S. and selected countries. Sprint will
transport Customer's Calling Card traffic with the same quality as Sprint
FONcard traffic.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
5.2 Availability. Resale Connect FONCARD Service is provided subject to
(a) availability and compatibility of facilities, (b) Customer fulfillment,
and (c) 800 access origination, which Customer agrees may be withheld by
Sprint in certain LATAs because of facility constraints.
5.3 Activation. Sprint will provide Customer with activated authorization
codes to be imprinted on Customer's Calling Cards. The codes will be provided
within 30 days following Customer's request and notice to Sprint of Customer's
fulfillment vendor.
5.4 Toll Free Access. Customer may elect Calling Card access to a Sprint
operator using either a "Generic" or "Branded" Toll Free access number. The
operator response to a Generic Toll Free call will be similar to: "Long
Distance, may I help you?" Calls to a Branded access number will be answered
by an operator assigned exclusively to Customer. Operator response to Branded
access calls will be similar to: "(Customer) Long Distance Operator."
Customer shall pay a non-recurring charge for establishing account access as
provided in Attachment B.
5.5 Service Representative. Sprint will designate a representative to
provide Customer service. This representative will not be available for
direct contact by End Users.
5.6 Non-Emergency Deactivation. Sprint will advise Customer of the process
for requesting non-emergency deactivation of an authorization code. Sprint
may periodically deactivate unused authorization codes to minimize potential
fraud. Sprint will notify Customer of any such deactivation. Emergency
deactivation is provided for in Subparagraph 5.9 of this Attachment.
5.7 Remedy for Service Failure. Notwithstanding anything to the contrary
in Subparagraph 4.1(e) of the Agreement, Customer's sole and exclusive remedy
for failure of a particular Resale Connect FONcard Service shall be
discontinuation of the affected Service subject to Paragraph 25 of the
Agreement.
5.8 Customer Obligations. Customer shall, at Customer's expense: (a)
design, manufacture and distribute its Calling Cards; (b) solicit End Users in
its own name in compliance with Paragraph 8 of the Agreement; (c) address End
User service requests; (d) determine End User creditworthiness; (e) define its
relationship with End Users relative to its Calling Card service by tariff or
contract; (f) provide Calling Card fulfillment using a bonded fulfillment
vendor; (g) supply its fulfillment vendor with necessary End User information;
(h) maintain its own End User data base; (i) provide End User customer
service, billing and collection; (j) maintain its own End User customer
service number, which shall be printed on each Calling Card; (k) establish
internal Calling Card management procedures; (l) monitor for fraud and code
abuse; and (m) cooperate and interface with Sprint to prevent fraud or code
abuse as provided herein.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Customer shall provide Sprint with all order authorizations, service
applications and information that Sprint requires to establish and maintain
Resale Connect FONcard Service and proper invoicing.
Customer shall be liable for (a) all usage charged to an activated
authorization code after the Code is provided to Customer or its agent, (b)
non payment by End Users, and (c) billing adjustments granted to End Users as
provided in Subparagraph 11.6 of the Agreement.
Customer shall indemnify and hold Sprint harmless from any claim or damages
resulting from Sprint's deactivation of an authorization code at Customer's
request.
5.9 Code Abuse; Fraud; Emergency Deactivation. Sprint and Customer will
cooperate to deter Calling Card fraud and code abuse. Sprint will monitor
usage of Customer Calling Cards to detect fraud or code abuse in the same
manner that it monitors FONcard usage of its own customers. This activity
will not create any liability on the part of Sprint resulting from code abuse
or fraud. Customer shall be liable for all usage charged to an activated
authorization code that results from fraud or code abuse.
Sprint will notify Customer of (a) the process Customer may use to obtain
emergency deactivation of a lost or stolen Calling Card and (b) the process
Sprint will use to notify Customer of suspected fraud or code abuse.
Customer shall maintain a 7 day per week, 24 hour per day, contact that Sprint
will immediately notify if fraud or code abuse is suspected. Customer shall
advise Sprint within 30 minutes after receiving such notice whether it wants
the authorization code deactivated. If Sprint is unable to reach Customer's
contact, or if Customer fails to respond to Sprint's notice within 30 minutes,
Sprint may, in its discretion, deactivate the authorization code and advise
Customer of its actions. Sprint shall incur no liability for such
deactivation.
Sprint shall be liable for calls charged to an authorization code after a
period of 4 hours following an appropriate emergency deactivation request.
Requests for credit pursuant to this subparagraph shall be supported by
appropriate documentation. Sprint will investigate and, in its discretion,
either approve or reject such requests. Notwithstanding anything in Paragraph
18 of the Agreement, the amount of any credit request under this subparagraph
shall not be deducted as a disputed charge prior to payment of an invoice.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment A-1
A.3. Term of Agreement: 12 months.
A.13.8. Forward Pricing - Forward Pricing Volume of Service
Not applicable
A.13.9. Primary Carrier Requirement. Customer shall utilize Sprint as its
Primary Carrier for the following Primary Carrier Services
Not applicable
A.14.1. Minimum Commitment:
Carrier Transport Monthly Carrier Transport Monthly
Months Net Usage Commitment+ International
------ ----------------------- Net Usage Sub-commitment
------------------------
1-6 * *
7-12 * *
+Upon achieving * in Cumulative Carrier Transport Net
Usage, no Carrier Transport Monthly Net Usage Commitment will be
required. Upon achieving * in Cumulative International
usage, no International and Sub-commitment will be required.
A.14.5. Minimum Port Usage: * Minimum Net Direct Usage Per Port
Promotional ACF/COC/EFC Charges
All ACF Charges will be per applicable tariff.
Monthly recurring COC charges will be * per port.
Monthly recurring EPC charges will be * per port when Customer
utilizes Sprint's entrance facilities.
*Confidential treatment requested. The redacted material has been separately
filed with the Commission
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment A-2
A.14.6 International Forecast Surcharge. To enable Sprint to adequately
forecast demand for international capacity, Customer must provide
Sprint with a forecast of projected usage (referred to as the
"International Usage Forecast") to any country to which Customer
anticipates generating more than * MOUs during any month
(referred to as a "High Usage Country").
Sprint reserves the right to impose a monthly surcharge on usage to
each High Usage Country equal to * for each MOU(s) above *
MOUs to such country if Customer does not submit an International
Usage Forecast, or (b) above * of the usage to such country that
is forecasted in Customer's International Usage Forecast. Sprint
will give Customer at least * days written notification prior to
imposing the surcharge.
During the Term of Agreement the Customer may submit in writing an
amended International Usage Forecast showing any increase in
anticipated usage. Sprint shall have * days to review
the amendment and notify Customer in the event any of the increased
usage projections exceed Sprint's network capacity to a particular
country. As part of said notification, for each country, Sprint
shall inform Customer of how many MOUs are available to the
Customer on Sprint's network.
If during the term of the Agreement, Sprint's network is not able
to handle the traffic volume to any country as agreed to in
response to Customer's International Usage Forecast, then the
Minimum Usage Commitments shall be proportionally reduced as agreed
to in writing by both parties.
A.34. Proposal Date: October 31, 1996
International Usage Forecast
Country Minutes/Month
------- -------------
*Confidential treatment requested. The redacted material has been separately
filed with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment B-1
B.13.4. Billing Increments/Usage Periods for Per Minute Charges.
Service will be invoiced based on Per Minute Charges utilizing
Tariffed Rate Periods and Tariffed Billing Increments, unless
specifically set forth below:
Initial Additional
Service Type/ Billing Increment Billing Increment
Rate Element (sec) (sec)
Interstate Direct & Direct Extension * *
Canada Term, Direct & Direct Extension * *
Mexico US Element Direct &
Direct Extension * *
Mexico Int'l. Element Direct
& Direct Extension * *
Other Int'l Direct & Direct Extension * *
Interstate Connect One Plus * *
Canada Term. Connect One Plus * *
Mexico US Element Connect One Plus * *
Mexico Int'l. Element Connect One Plus * *
Other Int'l Connect One Plus * *
Interstate Direct Toll Free &
Direct Toll Free Ext. * *
Canada Orig. Direct Toll Free &
Direct Toll Free Ext. * *
Mexico Direct Toll Free &
Direct Toll Free Ext. * *
Other Int'l Direct Toll Free &
Direct Toll Free Ext. * *
Caribbean Direct Toll Free &
Direct Toll Free Ext. * *
Interstate Connect Toll Free * *
Canada Orig. Connect Toll Free * *
Mexico Connect Toll Free * *
Other Int'l. Connect Toll Free * *
Caribbean Connect Toll Free * *
Interstate Connect FONcard * *
*Confidential treatment requested. The redacted material has been separately
filed with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
B.13.5. Non-▇▇▇▇ Switched Origination/Termination/Toll Free Origination
Charge. Customer shall pay the following charges for each minute of
a switched interstate call originating or terminating in a Non-▇▇▇▇
Service Area:
Not Applicable.
B.13.6. Switched Origination/Termination/Toll Free Origination Charge.
Customer shall pay the following charges for each minute of a
switched interstate:
Direct - The Termination Charge on Attachment B-3 will be
applied to all terminating minutes
Direct Toll Free - The Origination Charge on Attachment B-3
will be applied to all originating minutes
Connect One Plus - The Termination Charge on Attachment B-3
will be applied to all minutes, and the Origination Charge on
Attachment B-3 will be applied to all minutes
Connect Toll Free - The Termination Charge on Attachment B-3
will be applied to all minutes, and the Origination Charge
on Attachment B-3 will be applied to all minutes
Connect Foncard - Not Applicable
Direct Extension - Not Applicable
Direct Toll Free Extension - Not Applicable
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment B-2
B.14.2. LEC CAP MAXIMUM NON-▇▇▇▇ TRAFFIC.
Maximum Originating Maximum Terminating Non-▇▇▇▇
Service Type Non-▇▇▇▇ Traffic % Non-▇▇▇▇ Traffic % Surcharge
Direct N/A N/A N/A
Direct Toll Free N/A N/A N/A
Connect One Plus N/A N/A N/A
Connect Toll Free N/A N/A N/A
Connect FONcard * * *
Direct Extension N/A * *
Direct Toll Free
Ext * N/A *
B.14.3. MINIMUM AVERAGE CALL DURATION: MINIMUM AVERAGE TIME REQUIREMENT
(MATR) SHALL NOT APPLY UNLESS SPECIFICALLY SET FORTH BELOW:
Service Type MATR MATR Surcharge
Interstate Direct &
Direct Extension * *
Interstate Connect One Plus * *
Interstate Direct Toll Free
& Direct Toll Free Ext. * *
Interstate Connect Toll Free * *
B.14.4 MAXIMUM NONCOMPLETE CALL PERCENTAGE.
Direct Toll Free, Direct Toll Free Maximum
Extension, and Connect Toll Free Noncomplete Toll Per Call
Usage Type (Rate Element) Free Call Percentage Surcharge
Intrastate/Interstate * *
International/Canadian * *
*Confidential treatment requested. The redacted material has been separately
filed with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
PROMOTIONAL MONTHLY RECURRING TOLL FREE CHARGES:
Customer's Monthly Recurring Connect Toll Free service charge will be
* per Connect Toll Free account per month.
Customer's Toll Free numbers (Connect Toll Free, Direct Toll Free, and
Direct Toll Free Extension) requiring Toll Free Directory Assistance
Listings will be charged an additional Monthly Recurring Charge of *
per month per Toll Free number requiring such listing.
TOLL FREE DATABASE QUERY CHARGE
Customer's Toll Free Database Query charge will be * per domestic
Direct Toll Free Call.
*Confidential Treatment requested. The redacted material has been separately
filed with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment B-3
SWITCHED ORIGINATION AND SWITCHED TERMINATION PER MINUTE CHARGES
*
*Confidential Treatment Requested.
The redacted material has been separately filed
with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment C-1
Interstate Connect One Plus, Connect Toll Free, Connect FONCARD,
Direct Extension, and Direct Toll Free Extension LATA Groups
*
*Confidential Treatment Requested.
The redacted material has been separately filed
with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment C-2
Interstate Switched Network Extension
*
*Confidential Treatment Requested.
The redacted material has been separately filed
with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment C-3
Interstate Dedicated Network Extension
*
*Confidential Treatment Requested.
The redacted material has been separately filed
with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment C-4
Interstate Carrier Dedicated Service
*
*Confidential Treatment Requested.
The redacted material has been separately filed
with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment C-5
Canada Terminating Service
*
*Confidential Treatment Requested.
The redacted material has been separately filed
with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment C-6
Mexico Terminating Service
*
*Confidential Treatment Requested.
The redacted material has been separately filed
with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment C-7
Mexico Originating Service
*
*Confidential Treatment Requested.
The redacted material has been separately filed
with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment C-8
Other International Base Rates
*Confidential Treatment Requested.
The redacted material has been separately filed
with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment C-9
Other International Base Rates
*
*Confidential Treatment Requested.
The redacted material has been separately filed
with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment C-10
Other International Base Rates
*
*Confidential Treatment Requested.
The redacted material has been separately filed
with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment C-11
Other International Base Rates
*
*Confidential Treatment Requested.
The redacted material has been separately filed
with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment C-12
Other International Toll Free Services (ITFS-US Inbound)
*
*Confidential Treatment Requested.
The redacted material has been separately filed
with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
Attachment D-1
Interstate Adjustment (Intrastate)
*
*Confidential Treatment Requested.
The redacted material has been separately filed
with the Commission.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
