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Exhibit 10.27
COVER AGREEMENT
FOR
SPRINT DATA COMMUNICATIONS PRODUCTS AND SERVICES
This Cover Agreement ("Agreement") is entered into by and between Sprint
Communications Company L.P. ("Sprint") with offices at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and Galileo International Partnership ("Customer") with
offices at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the date signed
by both parties below.
WHEREAS, Sprint offers certain telecommunications products and
services, specifically International Private Line (IPL) products and services
(hereinafter the "Products and Services"): and
WHEREAS, Customer has placed orders and may place additional orders
with Sprint for the Products and Services; and
WHEREAS, Customer wishes to establish new prices and certain terms
with respect to the Products and Services ordered and any future Products and
Services to be ordered.
NOW THEREFORE, the parties hereby agree to the following:
1. PURPOSE AND INTENT
The purpose of this Agreement is to establish special prices and certain
terms relative to the Products and Services ordered and to be ordered by
Customer during the Term of this Agreement. Customer shall order the
Products and Services by executing Sprint's standard Clearline Private
Line Application for Service form ("Orders"). The parties agree that all
Orders placed for Products and Services shall be subject to the special
prices and terms set forth herein. It is understood and agreed that this
Agreement shall not supersede the terms and conditions of each Order, but
rather shall supplement such Orders to the extent set forth in this
Agreement.
2. TERM
The term of this Agreement shall begin on the date signed by both parties
below ("Effective Date") and shall end one (1) year thereafter, unless
extended by mutual written agreement of the parties. Except for IPL
circuits to Amsterdam, Netherlands, the term for all existing IPL circuits
shall be extended for a minimum term of one (1) year beginning on the
Effective Date. The term for the IPL circuit to Amsterdam, Netherlands
shall be on a month-to-month basis, cancelable upon thirty (30) days
written notice to Sprint. Any new IPL circuits ordered during the Term of
this Agreement shall have a minimum term of one (1) year.
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3. PRICES
A. The following prices shall be applied to the existing IPL circuits
ordered by Customer beginning September 1,1996 provided that the
Effective Date of this Agreement is on or before October 15, 1996,
otherwise such prices shall be applied in the first month following
the Effective Date of this Agreement:
Sprint Half-Circuit
IPL City Pairs IPL Bandwidth Monthly Recurring Charge
-------------- ------------- ------------------------
Denver, CO to UK 1,544 Kbps $21,900.00 each
Denver, CO to Amsterdam, NE 384 Kbps $10,060.00 each
Denver, CO to Zurich, SWITZ 384 Kbps $10,060.00 each
Denver, CO to Rome, IT 384 Kbps $10,060.00 each
Denver, CO to Rome, IT 256 Kbps $ 7,660.00 each
The prices above are in U.S. Dollars. The prices above do not
include charges for Local Access Facilities or charges for the
half-circuit provided by the foreign carrier. If provided by Sprint,
the monthly charges for T-1 access in Denver are as follows:
Service One-Time Charge Monthly Recurring Charge
------- --------------- ------------------------
T-1 (303-799) Waived $ 361.00(Tariff 8)
COC Waived $ 157.00
ACF Waived $ 78.00
B8ZS $ 0.00 $ 5.00
B. If ordered by Customer, Sprint shall provide the following Customer
Premise Equipment (CPE) for rent in the U.S. at the corresponding
charges (minimum term is one year):
CPE One-Time Monthly Recurring Charge
--- -------- ------------------------
CSU (SP3110) Waived $ 110.00
Channel Bank (SP3210) $ 500.00 $ 320.00
C. Sprint shall apply the following discounts to the Sprint-provided
half-circuit portion of the monthly recurring charges (not including
Local Access Charges) based on (i) the total bandwidth of all IPL
circuits ordered during the term of this Agreement and, (ii) the
term of the IPL circuit.
Total Bandwidth Term of IPL Circuit
= or > < One Year Three Year Five Year
------ ------ -------- ---------- ---------
0 Mbps 4 Mbps 15% 20% 25%
4 Mbps 6 Mbps 22% 27% 32%
6 Mbps 8 Mbps 25% 30% 35%
8 Mbps -- 30% 35% 40%
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The discounted charges shall be determined as follows:
(i) Customer shall receive the applicable discount on all Orders
placed by Customer as of the Effective Date of this Agreement
based on the total bandwidth of all such Orders as of the
Effective Date. If the existing IPL circuits and quantities
ordered by Customer remain in place as of the Effective Date
of this Agreement, then the discount shall be based on the 4
Mbps to 6 Mbps level above. Except as otherwise specified in
Section 3(D) below, such discounted price shall remain fixed
for the term of such existing IPL circuits.
(ii) Customer shall receive the applicable discount on each new
Order placed after the Effective Date of this Agreement based
on the total bandwidth of all Orders in effect as of the date
of such new Order (including the bandwidth of the new Order)
and the term of the IPL circuit.
D. Customer may, at anytime upon thirty (30) days advance written
notice, terminate IPL circuits (up to an aggregate of 768 Kbps of
IPL bandwidth) provided by Sprint under Orders in effect as of the
Effective Date of this Agreement without incurring any termination
liability, except for any termination liability incurred by Sprint
from the foreign service providers if applicable, provided however,
that the half-circuit monthly recurring charges for all remaining
IPL circuits shall be adjusted if the reduced level of total
bandwidth after such termination reflects a lower discount level as
set forth in Section 3 (C) above.
E. Price Notes
1. All new circuits ordered are subject to availability.
2. Any applicable taxes, duties or levies are not included in the
prices.
3. All prices are subject to future tariff changes.
4. All prices are in U.S. dollars and are payable in U.S.
dollars.
F. Taxes and Duties
The prices set forth in this Agreement do not include any country,
state, departmental, city, local or other taxes, duties or imposts
however designated. Customer shall bear the ultimate cost of, and
Sprint shall invoice Customer for, any such taxes paid or payable by
Sprint with respect to the Products and Services, irrespective of
the country in which, or the authority to which, such taxes are paid
or payable. Sprint will delineate and provide backup information, if
available, any such taxes on the Customer invoice at the time of
billing. Sprint will provide any documentation reasonably requested
by Customer and available to Sprint should Customer have a dispute
with the local taxing authority, in order to make a legitimate claim
for refund, at Customers expense.
G. Purchase Commitment
Customer is under no commitment to Order more than $950,000 of
Products and Service during the Term of this Agreement.
4. SERVICE LEVEL AGREEMENT
Attachment A to this Cover Agreement sets forth the Circuit Availability
Service Level Agreement (SLA) which shall be applicable to the Products
and Services covered under this Agreement for a period of one (1) year
beginning on the Effective date of this Cover Agreement.
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5. CONFIDENTIALITY
A. The subject matter of this Agreement is confidential, and neither
party shall, without the prior written consent of the other party,
disclose the contents of this Agreement except to such of its
employees as need to know its contents, and who are parties to a
written agreement prohibiting the disclosure of such confidential
information, or as required by law.
6. LIABILITY
A. Neither party shall be liable to the other, and each hereby waives
and releases any claims against the other party, for any special,
incidental, punitive or consequential damages, including without
limitation lost revenues, lost profit or loss of prospective
economic advantage, arising from performance or failure to perform
under this Agreement.
7. ASSIGNMENT
Either party may assign its interest in this Agreement with prior
written consent of the other party, which shall not be unreasonably
withheld. However, either party may, on written notice, assign its
interest in this Agreement to its parent entity or to an affiliated
entity owned by a common parent in connection with the transfer of
all or substantially all of such party's business and assets to such
entity. Customer may assign this Agreement to a successor company if
Customer provides Sprint with written notice of the proposed
assignment, and Sprint has not, within forty-five (45) days of
receipt of such notice, notified Customer that it does not accept
the proposed assignment.
8. ENTIRE AGREEMENT
A. This Cover Agreement represents the entire agreement of the parties
with respect to the subject matter stated herein, and supersedes all
other previous agreements, understandings, statements,
communications or representations, whether oral or written. This
Cover Agreement may not be modified, changed or amended without the
prior written agreement of both parties.
B. This Cover Agreement and the Orders will represent the entire
agreement of the parties with respect to Sprint's provision of the
Products and Services to Customer. In the event of any conflict
between the Orders and the terms of this Cover Agreement, the terms
of this Cover Agreement shall govern.
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IN WITNESS WHEREOF, the parties hereto, each by a duly authorized officer, have
caused this Cover Agreement to be executed as of the date signed by both parties
below.
Galileo International Partnership Sprint Communications Company L.P.
By: By:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇
--------------------------------- ---------------------------------
Signature Signature
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
--------------------------------- ---------------------------------
Name Typed or Printed Name Typed or Printed
U.S. Purchasing Manager Regional Director
--------------------------------- ---------------------------------
Title Title
8 October, 1996 October 8, 1996
--------------------------------- ---------------------------------
Date Date
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ATTACHMENT A
TO COVER AGREEMENT
INTERNATIONAL PRIVATE LINE PRODUCTS AND SERVICES
Circuit Availability Service Level Agreement
1. Service Level Agreement
This Service Level Agreement covers the Sprint-provided portion of the IPL
circuit between sites located within the United States and sites located
outside the United States ("IPL Half-Circuit"). Sprint is committed to
maintain an availability of 99.8% for each IPL Half-Circuit provided to
Customer under this Agreement. Sprint shall measure availability and
report on the performance of the IPL Half-Circuits in accordance with
Section 5 below.
2. Calculation
The calculation for availability of an IPL Half-Circuit for a given month
shall be as follows:
IPL Half-Circuit Outage Time
1 - ---------------------------- = Availability
(24 Hours x Days in Month)
3. Components Included
The performance of the following components shall be included in the
determination of the availability:
- All components of the Sprint provided IPL Half-Circuit.
- Sprint-provided local access facilities in the United States.
- Sprint-provided Customer Premise Equipment ("CPE") located in the
United States.
4. Components Excluded
The following shall be excluded from any network outage time when
calculating availability under this Service Level Agreement:
- The failure of any components of the IPL circuit provided by the
foreign carrier.
- The failure of any CPE not provided by Sprint or located outside the
United States.
- The failure of any components located beyond the Customer side of
the telco demarcation point or the Sprint-provided CPE.
- The failure of any components which cannot be corrected by Sprint
due to the inaccessibility of the Customer or causes beyond the
reasonable control of Sprint.
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5. Availability Measurement and Remedies
A. Availability is measured based on the total outage time of the
affected circuit subject to the included and excluded components set
forth herein. An outage condition shall exist when a Customer site
is unable to transmit data as recorded in the Sprint Trouble
Reporting System ("TRS"). An outage condition begins at the time the
outage condition is reported to Sprint by Customer or when Sprint
identifies an outage condition. Sprint will analyze the trouble
ticket in the TRS to determine the duration of outage time. Outage
time is measured from the time the outage is reported to Sprint by
Customer to the time the circuit is available for traffic. Trouble
tickets for an outage condition of an IPL Half-Circuit in which no
trouble is found (NTF), and such outage is longer than one-half-hour
in duration shall be used in the calculation of availability. All
other NTFs shall not be used in the determination of availability
B. Sprint shall provide Customer a report of the availability of each
of the IPL Half-Circuits on a monthly basis within fifteen (15)
working days from the last day of the month covered in the report.
Sprint and Customer will meet monthly to review the performance
reports of the IPL Half-Circuits and reach agreement on the
availability of each IPL Half Circuit. These meetings will be held
at mutually agreeable locations and each party shall pay its own
expenses.
C. Upon agreement that the calculated availability of the Sprint
provided portion of the IPL circuit is below 99.8% for a given
month, Sprint shall evaluate the network and take corrective action
to remedy the problem or problems. Customer shall be notified of the
action undertaken by Sprint within fifteen (15) working days from
the date Sprint and Customer verified such non-performance.
D. If the availability of the Sprint provided IPL Half-Circuit remains
below 99.8% for the month following Sprint's non-performance, then
Customer may, upon thirty (30) days advance written notice to
Sprint, terminate the affected circuit or circuits with no further
liability to either party, except for the Customer's payment to
Sprint for Products and Services delivered up to the effective date
of termination plus any liability incurred by Sprint from the
foreign carriers due to such termination.
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