INTERCONNECTION AGREEMENT by and between Cortelco Systems Puerto Rico, Inc. and Puerto Rico Telephone Company, Inc. FOR THE COMMONWEALTH OF PUERTO RICO

1.

The Agreement

1.1

This Agreement includes the Principal Document. The Principal Document includes the Attachments hereto.

1.2

This Agreement constitutes the entire agreement between the Parties on the subject matter hereof, and supersedes any prior or contemporaneous agreement, understanding, or representation, on the subject matter hereof, provided, however, that all monetary and confidentiality obligations of the Parties to one another that arose under any prior interconnection or resale agreements or any other agreements prior to the Effective Date shall remain in full force and effect until properly discharged in accordance with the terms of such prior agreements.

1.3

Except as otherwise provided in the Principal Document, the terms of the Principal Document may not be waived or modified except by a written document that is signed by the Parties. Subject to the requirements of Applicable Law, a Party shall have the right to add to, modify, or withdraw any of its Tariff(s) at any time, without the consent of, or notice to, the other Party. In the event of an inconsistency between the Agreement and the Tariff(s), the Agreement controls.

1.4

To the extent that a service is offered under both this Agreement and a Party’s Tariff(s), any order for such service shall be governed by the rates, terms, and conditions provided in this Agreement, unless otherwise specified by the ordering Party. To the extent a service is ordered under this Agreement, the order will be governed by the rates, terms, and conditions of this Agreement. To the extent a service is ordered under a Tariff, the order will be governed by the rates, terms, and conditions in the Tariff.

2.

Term and Termination

2.1

This Agreement shall be effective as of the Effective Date and, unless cancelled or terminated earlier in accordance with the terms hereof, shall continue in effect until November 22, 2007

3.

Glossary and Attachments

4.

Applicable Law

4.1

The construction, interpretation and performance of this Agreement shall be governed by (a) the laws and regulations of the United States of America (federal law), including, but not limited to the rules and orders of the Federal Communications Commission, and (b) the laws and regulations of the Commonwealth of Puerto Rico, including, but not limited to the rules and orders of the Telecommunications Regulatory Board of Puerto Rico, without regard to its conflicts of laws rules. All disputes relating to this Agreement shall be resolved through the application of such laws and regulations.

4.2

Each Party shall remain in compliance with Applicable Law in the course of performing this Agreement.

4.3

Subject to Section 4.5 below, neither Party shall be liable for any delay or failure in performance by it that results from requirements of Applicable Law, or acts or failures to act of any governmental entity or official.

4.4

If any provision of this Agreement shall be invalid or unenforceable under Applicable Law, such invalidity or unenforceability shall not invalidate or render unenforceable any other provision of this Agreement, and this Agreement shall be construed as if it did not contain such invalid or unenforceable provision; provided, that if the invalid or unenforceable provision is a material provision of this Agreement, or the invalidity or unenforceability materially affects the rights or obligations of a Party hereunder or the ability of a Party to perform any material provision of this Agreement, the Parties shall promptly renegotiate in good faith and amend in writing this Agreement in order to make such mutually acceptable revisions to this Agreement as may be required in order to conform the Agreement to Applicable Law. To the extent reasonably possible, each Party shall continue to perform its obligations under this Agreement until amended by the Parties as provided herein.

4.5

If any legislative, regulatory, judicial or other governmental decision, order, determination or action, or any change in Applicable Law, materially affects any material provision of this Agreement, the rights or obligations of a Party hereunder, or the ability of a Party to perform any material provision of this Agreement, the Parties shall promptly renegotiate in good faith and amend in writing this Agreement in order to make such mutually acceptable revisions to this Agreement as may be required in order to conform the Agreement to Applicable Law. If within thirty (30) days after one Party provides notice to the other Party of such decision, determination, action or change, the Parties are unable to agree in writing upon mutually acceptable revisions to this Agreement,

4.6

Notwithstanding anything in this Agreement to the contrary, if, as a result of any legislative, judicial, regulatory or other governmental decision, order, determination or action, or any change in Applicable Law, PRTC is not required by Applicable Law to provide any Service, payment or benefit, otherwise required to be provided to CSPR hereunder, or CSPR is entitled by Applicable Law to receive any Service, payment or benefit, not otherwise required to be provided to CSPR hereunder, then (1) if the decision, order, determination, or action establishes a time frame after which such Service, payment or benefit may be discontinued or provided, PRTC may discontinue the provision of, or must provide, any such Service, payment or benefit following the specified time frame, or (2) if the decision, order, determination, or action does not establish such a time frame, the parties will negotiate in good faith for up to thirty (30) days in an effort to agree on a schedule for discontinuance or provision; provided that, if the parties have been unable to agree on such a schedule, either party may invoke the Expedited Dispute Resolution procedures set forth in Section 14.4 of these General Terms and Conditions. In all cases, PRTC may discontinue the provision of, or must provide, any such Service, payment or benefit only to the extent and after the parties have agreed to, or resolved through the Expedited Dispute Resolution procedures set forth in Section 14.4 of these General Terms and Conditions, the substance and scope of such discontinuation or additional provisioning authorized or required by the decision, order, determination, or action at issue.

5.

Assignment

6.

Assurance of Payment

6.1

Upon request by PRTC, CSPR shall provide to PRTC adequate assurance of payment of amounts due (or to become due) to PRTC in accordance with the terms provided in this Section 6.

6.2

Assurance of payment of charges may be requested by PRTC only if CSPR (a) after the Effective Date, and in the past six (6) months, fails, for two (2) consecutive months, to pay within forty-five (45) days or the applicable Due Date, whichever is later, the undisputed portions of bills rendered to CSPR by PRTC; (b) after the Effective Date and in the past six (6) months, fails to pay within fifty (50) days or the applicable Due Date, whichever is later, the undisputed portions of bills rendered to CSPR by PRTC; (c) admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had a case commenced against it) under the U.S. Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up, composition or adjustment of debts or the like, has made an assignment for the benefit of creditors or is subject to a receivership or similar proceeding; or (d) has been the subject of a

6.3

The Parties shall mutually agree to an assurance of payment that shall consist of either (a) an unconditional, irrevocable standby letter of credit naming PRTC as the beneficiary thereof and otherwise in form and substance reasonably satisfactory to PRTC from a financial institution duly authorized by the Puerto Rico Commissioner of Financial Institutions to do business in Puerto Rico; or (b) a bond payable to PRTC. The letter of credit or bond shall be the greater of $100,000 or an amount equal to one (1) month’s anticipated charges (including, but not limited to, both recurring and non-recurring charges), as determined by using the average monthly, undisputed charges for the preceding twelve month period, for the Services to be provided by PRTC to CSPR in connection with this Agreement.

6.4

PRTC may (but is not obligated to) draw on the letter of credit or bond, as applicable, upon fifteen (15) days’ written notice to CSPR in respect of any undisputed amounts to be paid by CSPR hereunder that are not paid within thirty (30) days of the date that payment of such amounts is required by this Agreement. PRTC shall immediately credit any amounts drawn on the letter of credit or bond to the outstanding balance of undisputed CSPR amounts due. No later than the day following the day that PRTC draws on the letter of credit or bond, as applicable, PRTC will notify CSPR in writing of the corresponding credit to CSPR’s outstanding balance and will not, from such date forward, impose any interest or late payment charges on such credited amounts. All credits applied by PRTC will be applied to CSPR’s account within ten (10) business days after PRTC draws on the letter of credit or bond, as applicable, or by the next billing cycle thereafter, which ever occurs later.

6.5

If PRTC draws on the letter of credit or bond, upon request by PRTC, CSPR shall provide a replacement or supplemental letter of credit or bond conforming to the requirements of Section 6.3 or, if CSPR is unable to secure such replacement or supplemental letter of credit or bond, provide a secured lien on CSPR accounts receivable in an equivalent amount, provided that CSPR files a UCC-1 covering the secured lien.

6.6

Notwithstanding anything else set forth in this Agreement, if PRTC makes a request for assurance of payment in accordance with the terms of this Section 6, and CSPR does not provide the assurance of payment required by this Section within fifteen (15) days of CSPR’s receipt of such request in writing, then PRTC shall, upon fifteen (15) days’ notice to CSPR and the Board, have no obligation thereafter to perform under this Agreement until such time as CSPR has provided PRTC with such assurance of payment. The Parties agree that this section does not waive or in any way prejudice any right CSPR may otherwise have to seek injunctive and/or other emergency relief.

6.7

The fact that a letter of credit or bond is requested by PRTC hereunder shall in no way relieve CSPR from compliance with the requirements of this Agreement (including, to the extent expressly incorporated by reference herein, the requirements of PRTC’s Tariffs) as to advance payments and payment for Services, nor constitute a waiver or modification of the terms herein pertaining to the discontinuance of Services for nonpayment of any amounts payment of which is required by this Agreement.

6.8

Once CSPR is subject to the Bond or Letter of Requirements under 6.3 and subsequently demonstrates good payment history by paying undisputed amounts

6.9

If, before PRTC has exercised the right to require and/or draw on an assurance of payment in accordance with this Section 6, CSPR has paid in full the amount outstanding giving rise to PRTC’s exercise of such right pursuant to this Section 6, PRTC shall no longer be entitled to the exercise of such right based upon such previously outstanding amount.

7.

Audits

7.1

Except as may be otherwise specifically provided in this Agreement, either Party (“Auditing Party”) may audit the other Party’s (“Audited Party”) books, records, documents, facilities and systems for the purpose of evaluating the accuracy of the Audited Party’s bills. Such audits may be performed once in each Calendar Year; provided, however, that audits may be conducted more frequently (but no more frequently than once in each Calendar Quarter) if the immediately preceding audit found previously uncorrected net inaccuracies in billing in favor of the Audited Party having an aggregate value of at least one hundred thousand ($100,000) dollars.

7.2

The audit shall be performed by an auditor selected by the Audited Party who is an independent certified public accountant and member of the Certified Public Accountants Society of Puerto Rico (Colegio de Contadores Publicos de Puerto Rico). Prior to commencing the audit, the auditor shall execute a confidentiality agreement with the Audited Party, such agreement shall include a provision that information disclosed by the Audited Party shall be treated as Confidential Information in accordance with Section 10 of the General Terms and Conditions of this Agreement. The audit shall take place at a time and place agreed upon by the Parties; provided, that the Auditing Party may require that the audit commence no later than thirty (30) days after the Auditing Party has given notice of the audit to the Audited Party.

7.3

Each Party shall cooperate fully in any such audit, providing reasonable access (without unreasonable delay) to any and all employees, books, records, documents, facilities and systems, reasonably necessary to assess the accuracy of the Audited Party’s bills.

7.4

Audits shall be performed at the Auditing Party’s expense, provided that there shall be no charge for reasonable access to the Audited Party’s employees, books, records, documents, facilities and systems necessary to assess the accuracy of the Audited Party’s bills. Notwithstanding the foregoing, in the event that an audit finds uncorrected net inaccuracies in billing in favor of the Auditing Party having an aggregate value for the entire period audited of at least 8% of the total amount billed for that period, the Audited Party shall, within thirty (30) days of receiving a written demand from the Auditing Party, provide to the Auditing Party a credit in an amount equal to the Auditing Party’s reasonable expenses, including, but not limited to, any and all payments made to the auditors in connection with the audit.

7.5

Any inaccuracies or system processes resulting in such inaccuracies uncovered by an audit must be corrected by PRTC so that such inaccuracies do not recur. PRTC shall make any and all such corrections within ninety (90) days of the

8.

Authorization

8.1

PRTC represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Puerto Rico and has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

8.2

CSPR represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Puerto Rico, and has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

8.3

Notwithstanding any other provision of this Agreement, a Party shall have no obligation to perform under this Agreement for any such periods in which the other Party is not authorized in accordance with Applicable Law to conduct business in Puerto Rico. The Party not so authorized will notify the other Party of any such periods and will not place any orders under this Agreement until it regains authorization and notifies the other Party of that fact.

9.

Billing and Payment; Disputed Amounts

9.1

Except as otherwise provided in this Agreement, each Party shall submit to the other Party on a monthly basis in an itemized form, statement(s) of charges incurred by the other Party under this Agreement.

9.1.1

At the same time as the invoices are delivered to CSPR, PRTC will plainly identify, and if reasonably necessary, explain each of the services and the corresponding charges for which it bills CSPR for all charges listed as “Maintenance.” Such identification shall include, but is not limited to, the appropriate USOC code and must identify with particularity the services PRTC provided, including the specific equipment, product and location involved. Further, within 30 days of request, PRTC will comply monthly with the same procedure for any other charges invoiced to CSPR.

9.1.2

Where PRTC purports to ▇▇▇▇ CSPR for federal subscriber line charges, PRTC will identify the particular line(s) for which PRTC is assessing the charge and the particular amount assessed for each such line.

9.1.3

Where PRTC purports to ▇▇▇▇ CSPR for federal or state universal service charges, PRTC will explain in detail how it has calculated such charges.

9.1.4

PRTC will invoice all usage charges accurate to the 4^th decimal point for Local Usage (Servicio Medido) and intraisland long distance services. For example, if PRTC’s cost is $0.13 per unit and CSPR has

9.1.5

For Resale billing, PRTC will provide to CSPR electronic billing in a standardized EMI format.

9.1.5.1

For local usage and Intra-Island Toll Resale billing, PRTC will include the following call detail on each ▇▇▇▇ provided to CSPR, as and to the extent applicable:

•

Originating Number

•

Terminating Number

•

Time of origination

•

Duration of call

9.1.6

For UNEs that are billed at a flat rate per month, PRTC will provide sufficient information to identify each UNE used and charged for

9.1.7

PRTC must provide CSPR with written notice of any material changes to its billing system at least ninety (90) days before such changes are implemented by PRTC. PRTC will, in turn, provide all data and instruction reasonably necessary for CSPR to adapt its ▇▇▇▇▇▇▇▇ systems to account for such changes within at least forty-five (45) days before such changes are implemented by PRTC. PRTC must provide CSPR with written notice of any material changes to its billing format at least forty-five (45) days before such changes are implemented by PRTC. PRTC will, in turn, provide all data and instruction reasonably necessary for CSPR to adapt its ▇▇▇▇▇▇▇▇ systems to account for such changes within at least thirty (30) days before such changes are implemented by PRTC.

9.2

Except as otherwise provided in this Agreement, payment of amounts billed for Services provided under this Agreement, whether billed on a monthly basis or as otherwise provided in this Agreement, shall be due, in immediately available U.S. funds thirty (30) days after the date the invoice is received by the billed Party (“Due Date”). Payments shall be transmitted by electronic funds transfer, company check, or other mutually acceptable means.

9.3

If any portion of an amount billed by a Party under this Agreement, including liquidated damage amounts billed, is subject to a good faith dispute between the Parties, the billed Party shall give written notice to the billing Party of the amounts it disputes (“Disputed Amounts”) and include in such notice the specific details and reasons for disputing each item. If a Party desires to withhold Disputed Amounts, the Party must provide notice of its dispute to the other Party by the Due Date on which the Disputed Amount, if not disputed, would have been due. If however, a Party pays an amount that it later wishes to dispute, the Party may do so without waiving its right to dispute such Disputed Amounts later, but must provide the other Party notice of its dispute within ninety (90) days of either

9.4

Intentionally omitted.

9.5

Charges due to the billing Party, excluding Disputed Amounts, that are not paid by the Due Date, shall be subject to a late payment charge. The late payment charge shall be in an amount specified by the billing Party, which shall not exceed a rate of one and one-half percent (1.5%) of the overdue amount (including any unpaid previously billed late payment charges) per month and will be calculated on a daily basis. Such late payment charges may also be applied to Disputed Amounts to the extent it is ultimately determined through formal dispute resolution that Disputed Amounts were improperly withheld by the disputing Party. In addition, to the extent that a billed Party pays an amount to the billing Party that is later determined through formal dispute resolution to have been improperly billed, the billed Party shall be entitled to receive from the billing Party interest on such overpayment in an amount equal to the rate assessed for late payment charges.

9.6

Except as otherwise provided in this Agreement, failure by either Party to present billing invoices to the other Party in a timely manner shall not constitute a breach or default, or a waiver of the right to payment of the incurred charges, by the billing Party under this Agreement, and, except for assertion of a provision of Applicable Law that limits the period in which a suit or other proceeding can be brought before a court or other governmental entity of appropriate jurisdiction to collect amounts due, the billed Party shall not be entitled to dispute the billing Party’s statement(s) based on the billing Party’s failure to submit them in a timely fashion.

9.7

The Parties agree to hold a monthly billing meeting to address Disputed Amounts. The form and procedures for the meeting will be the same as those applicable on the Effective Date unless the Parties mutually agree otherwise.

9.8

In the event that a Party is obligated to issue a credit to the other Party under this Agreement, such credit shall be issued, identified, and itemized in a separate schedule provided to the other Party within thirty (30) days of the date that the right to such credit arises under this Agreement. The separate schedule provided by the crediting Party shall include an attachment providing all information reasonably necessary for the credited Party to identify the specific billed charge(s) for which the credit is being issued (“Credited Charge(s)”). Such information shall, at a minimum, include identification of the specific invoice (by cycle) upon which the credit has been applied, identification of the specific invoice (by cycle) upon which the Credited Charge(s) appeared, and a

9.9

In the event the resolution of a Disputed Amount reveals an error in billing that is capable of repetition in future ▇▇▇▇▇▇▇▇ with regard to the same or different accounts or end user customers (“Billing Error”), the billing Party shall make any and all necessary modifications in its billing systems to ensure that such Billing Error does not recur within thirty (30) days of the resolution of the Disputed Amount. In the event that a billing Party fails to correct a Billing Error in this time frame, the billed Party, thereafter, shall have no liability for the resulting erroneously billed amounts and may, in good faith, upon notice to the other Party, and without treating such amount as a Disputed Amount, deduct such erroneously billed amounts from its payment to the other Party. As of the Effective Date, the Parties agree that, without limitation, the following constitute Billing Errors that need not be treated as Disputed Amounts under this Section:

9.9.1

Inflating the quantities of recurring charges (e.g., an account with two ANI’s and 6 Tel Touch features)

9.9.2

Resale charges on UNE invoices

9.9.3

UNE charges on Resale invoices

9.9.4

Cut over date from CSPR Resale to CSPR UNE not uniform (e.g., billing will appear on resale through Sept 15 and begin on UNE Sept 10)

9.9.5

USOC 1065 applied to UNE Loops instead of USOC 1062

9.9.6

Charges for Non-Regulated items (e.g., CPE, Maintenance, etc.)

9.9.7

Dummy number (“67”) accounts

9.9.8

FCC Subscriber Line Charge on UNE invoice

9.9.9

USOC’s with incorrect or missing discount

9.9.10

Nonrecurring charges without discount on both UNE and Resale invoices

9.9.11

Incorrect rates applied (e.g., for Intra-Island Usage)

9.9.12

Rounding-up of per unit rates (e.g., $0.0975 per unit to $0.1000)

9.9.13

Long Distance charges from other carriers

9.9.14

Charges for services transferred to another carrier

9.9.15

Charges for canceled, suspended, or blocked lines and services

9.9.16

FCC charges not detailed per item

9.9.17

Failure to invoice in accordance with Section 9.1.1 or 9.1.4 above

9.9.18

Billing for services not ordered

9.10

Intentionally left blank.

9.11

For resale and unbundled network element services provided by PRTC to CSPR, the Parties acknowledge that PRTC has nine billing cycles per month while CSPR has one billing cycle per month. The Parties agree that PRTC will make available CSPR’s billing statements for each billing cycle within four (4) business days of PRTC’s cycle date, unless the cycle date falls on a weekend or holiday, in which case the statement will be made available within four (4) business days from the next business day following the weekend or holiday (in either event, the day by which the statement is supposed to be made available shall be the “▇▇▇▇ Date”). In addition, the Parties agree that the Due Date for all resale and unbundled network element services billed to CSPR by PRTC in a month shall, subject to Section 9.7, be thirty (30) days after the date that all nine cycles of billing statements for a month have been made available to CSPR. If, however, the last of the nine cycles for a month is not made available to CSPR within four (4) business days after the 22nd calendar day of such month (or, if the 22nd calendar day is not a business day, after the next calendar day which is a business day), the Due Date for such cycle shall, subject to Section 9.7, be sixty (60) days after the date that such cycle was made available to CSPR. Moreover, in the event that any of the other eight cycles for a month is not made available to CSPR by the relevant ▇▇▇▇ Date, the Due Date for payment of such late cycle shall be the Due Date as calculated in the third sentence of this Section 9.11, plus the number of days that the cycle was late. For example, if a cycle other than the last billing cycle for a month is received two business days after the ▇▇▇▇ Date for that cycle, the Due Date for that cycle shall be two business days after the Due Date for the remaining cycles in that month. For purposes of this Section 9.11, a statement that is made available to CSPR after 3:00 p.m. shall be considered to have been made available to CSPR on the next business day.

9.12

In the event that PRTC fails to ▇▇▇▇ CSPR for a service under this Agreement more than ninety (90) days after such service is provided, CSPR will only be liable to pay fifty (50%) percent of such charges to PRTC, with such charges due sixty (60) days after CSPR’s receipt of the PRTC invoice reflecting such charges. Moreover, in the event that PRTC fails to ▇▇▇▇ CSPR for a service more than one hundred and fifty (150) days after such service is provided, CSPR shall have no liability for such charges and PRTC will issue a credit to CSPR in the amount of the charges upon notice by CSPR.

9.13

PRTC shall apply to CSPR’s invoices a monthly credit equal to the pro-rata cost of any PRTC service purchased by CSPR that is not properly functioning and provided that (1) CSPR has reported to PRTC as in need of repair; (2) the problem is caused on PRTC’s side of the line; and (3) PRTC has completed the repair. Such credit shall not apply if the problem is caused by CSPR’s equipment or is on CSPR’s side of the line. Such credit shall be calculated daily from the date the needed repair was reported to the date the needed repair is completed. Such credit shall also be calculated and applied by PRTC upon request from CSPR and shall include the PRTC USOC a detail of the service, the time waiting for repair and the amount of the credit by item.

9.14

When an end user has changed from CSPR to either another service provider or to PRTC, CSPR will not be charged or responsible for any payment for wholesale services from PRTC after PRTC receives a change request order from another service provider or itself. If the change request is received by PRTC after 3:00 p.m., the effective date of the change will be the next business day.

9.15

In the event that the Parties are unable to resolve a billing dispute through the processes outlined in this Section 9, either Party may seek to have any such billing dispute resolved using EDR as provided in Section 14.4 of the General Terms and Conditions of this Agreement.

9.16

Upon written request, PRTC will respond to all written CSPR billing inquiries regarding resale local usage detail and USOC meanings within ten (10) business days and all other billing inquiries within twenty (20) business days. In its response, PRTC will provide to CSPR in writing all clarifications, explanations, and supporting data reasonably required to respond to CSPR’s billing inquiry. The parties acknowledge that CSPR already receives (1) local usage detail for calls from UNE-P lines and (2) usage detail for resold intra-island toll, and PRTC shall have no additional obligation under this Section 9.16 to provide such detail for such calls. In addition, if PRTC begins providing local usage detail for calls from resale lines, PRTC shall no longer be obligated to provide such detail under this Section 9.16.

10.

Confidentiality

10.1

As used in this Section 10, “Confidential Information” means the following information that is disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with, or anticipation of, this Agreement:

10.1.1

Books, records, documents and other information disclosed in an audit pursuant to Section 7;

10.1.2

Any forecasting information provided pursuant to this Agreement;

10.1.3

Customer Information (except to the extent that (a) the Customer information is published in a directory, (b) the Customer information is disclosed through or in the course of furnishing a Telecommunications Service, such as a Directory Assistance Service, Operator Service, Caller ID or similar service, or LIDB service, or (c) the Customer to whom the Customer Information is related has authorized the Receiving Party to use and/or disclose the Customer Information);

10.1.4

Information related to specific facilities or equipment (including, but not limited to, cable and pair information);

10.1.5

Any information that is in written, graphic, electromagnetic, or other tangible form, and marked at the time of disclosure as “Confidential” or “Proprietary;” and

10.1.6

Any information that is communicated orally or visually and declared to the Receiving Party at the time of disclosure, and by written notice with a statement of the information given to the Receiving Party within ten (10) days after disclosure, to be “Confidential or “Proprietary”.

10.2

Except as otherwise provided in this Agreement, the Receiving Party shall:

10.2.1

use the Confidential Information received from the Disclosing Party only in performance of this Agreement;

10.2.2

use the same degree of care that it uses with similar confidential information of its own (but in no case a degree of care that is less than commercially reasonable), hold Confidential Information received from the Disclosing Party in confidence and restrict disclosure of the Confidential Information solely to those of the Receiving Party’s Affiliates and the directors, officers, employees, Agents and contractors of the Receiving Party and the Receiving Party’s Affiliates, that have a need to receive such Confidential Information in order to perform the Receiving Party’s obligations under this Agreement. The Receiving Party’s Affiliates and the directors, officers, employees, Agents and contractors of the Receiving Party and the Receiving Party’s Affiliates, shall be required by the Receiving Party to comply with the provisions of this Section 10 in the same manner as the Receiving Party. The Receiving Party shall be liable for any failure of the Receiving Party’s Affiliates or the directors, officers, employees, Agents or contractors of the Receiving Party or the Receiving Party’s Affiliates, to comply with the provisions of this Section 10;

10.2.3

not share Confidential Information with any person engaged in the sales or marketing of retail services of the Receiving Party or the Receiving Party’s Affiliates; and

10.2.4

not use Confidential Information to solicit the Disclosing Party’s customers.

10.3

The Receiving Party shall return or destroy all Confidential Information received from the Disclosing Party, including any copies made by the Receiving Party, within thirty (30) days after a written request by the Disclosing Party is delivered to the Receiving Party, except for (a) Confidential Information that the Receiving Party reasonably requires to perform its obligations under this Agreement, and (b) one copy for archival purposes only.

10.4

Unless otherwise agreed, the obligations of Sections 10.2 and 10.3 do not apply to information that:

10.4.1

was, at the time of receipt, already in the possession of or known to the Receiving Party free of any obligation of confidentiality and restriction on use;

10.4.2

is or becomes publicly available or known through no wrongful act of the Receiving Party, the Receiving Party’s Affiliates, or the directors, officers, employees, Agents or contractors of the Receiving Party or the Receiving Party’s Affiliates;

10.4.3

is rightfully received from a third person having no direct or indirect obligation of confidentiality or restriction on use to the Disclosing Party with respect to such information;

10.4.4

is independently developed by the Receiving Party and the Receiving Party provides the Disclosing Party with the information used to develop such information;

10.4.5

is approved for disclosure or use by written authorization of the Disclosing Party (including, but not limited to, in this Agreement); or

10.4.6

is required to be disclosed by the Receiving Party pursuant to Applicable Law, provided that the Receiving Party shall have made commercially reasonable efforts to give at least thirty (30) days’ written notice (unless a shorter period is required by Applicable Law) of the requirement to the Disclosing Party in order to enable the Disclosing Party to seek protective arrangements.

10.5

Notwithstanding the provisions of Sections 10.1 through 10.4, the Receiving Party may use and disclose Confidential Information received from the Disclosing Party to the extent necessary to enforce the Receiving Party’s rights under this Agreement or Applicable Law. In making any such disclosure, the Receiving Party shall make reasonable efforts to preserve the confidentiality and restrict the use of the Confidential Information while it is in the possession of any person to whom it is disclosed, including, but not limited to, by requesting any governmental entity to whom the Confidential Information is disclosed to treat it as confidential and restrict its use to purposes related to the proceeding pending before it. Notwithstanding the foregoing, the Receiving Party may not share Confidential Information with any person engaged in the sales or marketing of retail services of the Receiving Party or the Receiving Party’s Affiliates and shall not use Confidential Information to solicit the Disclosing Party’s customers.

10.6

The Disclosing Party shall retain all of the Disclosing Party’s right, title and interest in any Confidential Information disclosed by the Disclosing Party to the Receiving Party. Except as otherwise expressly provided in this Agreement, no license is granted by this Agreement with respect to any Confidential Information (including, but not limited to, under any patent, trademark or copyright), nor is any such license to be implied solely by virtue of the disclosure of Confidential Information.

10.7

The provisions of this Section 10 shall be in addition to and not in derogation of any provisions of Applicable Law, including, but not limited to, 47 U.S.C. § 222, and are not intended to constitute a waiver by a Party of any right with regard to the use, or protection of the confidentiality of, CPNI provided by Applicable Law.

10.8

Each Party’s obligations under this Section 10 shall survive expiration, cancellation or termination of this Agreement.

11.

Counterparts

12.

Default

13.

Discontinuance of Service by CSPR

13.1

If CSPR proposes to discontinue, or actually discontinues, its provision of service to all or substantially all of its Customers, whether voluntarily, as a result of bankruptcy, or for any other reason, CSPR shall send written notice of such discontinuance to PRTC. CSPR shall provide such notice such number of days in advance of discontinuance of its service as shall be required by Applicable Law. Unless the period for advance notice of discontinuance of service required by Applicable Law is more than thirty (30) days, to the extent commercially feasible, CSPR shall send such notice at least thirty (30) days prior to its discontinuance of service.

13.2

Intentionally omitted.

13.3

If, upon CSPR’s discontinuation of service, a CSPR Customer becomes a PRTC Customer, CSPR shall provide PRTC with all information reasonably necessary for PRTC to establish service to the CSPR Customer, including, but not limited to, the CSPR Customer’s billed name, listed name, service address, and billing address, and the services being provided to the CSPR Customer upon written request within seven (7) days. PRTC shall reimburse CSPR its reasonable costs for providing such information.

13.4

Nothing in this Section 13 is intended to limit any express right otherwise provided in this Agreement for PRTC to cancel or terminate this Agreement or suspend provision of Services under this Agreement.

14.

Dispute Resolution

14.1

Except as otherwise provided in this Agreement, any dispute between the Parties regarding the interpretation or enforcement of this Agreement or any of its terms shall be addressed by good faith negotiation between the Parties for a minimum period of thirty (30) days. To initiate such negotiation, a Party must provide to the other Party written notice of the dispute that includes both a detailed description of the dispute or alleged nonperformance and the name of an individual who will serve as the initiating Party’s representative in the negotiation.

14.2

If the Parties have been unable to resolve the dispute within thirty (30) days of the date of the initiating Party’s written notice, either Party may pursue any remedies available to it under this Agreement, at law, in equity, or otherwise, including, but not limited to, instituting an appropriate proceeding before the Board, the FCC, or a court of competent jurisdiction.

14.3

The minimum negotiation period provided for in Section 14.1 shall not apply where immediate and/or emergency relief is reasonably warranted under the circumstances, including, but not limited to, disputes involving the possible discontinuation of service to end user customers.

14.4

Expedited Dispute Resolution (“EDR”). EDR shall be available as a dispute resolution mechanism for the provisions of this Agreement in which EDR is made expressly available. In EDR, either Party may seek to have a dispute arbitrated pursuant to the then-prevailing Commercial Rules of the American Arbitration Association. The Parties agree that the arbitration will be binding. The Parties will select a mutually agreeable arbitrator and the arbitrator’s fees will be split equally by the Parties. If the dispute primarily concerns a legal issue (including changes in Applicable Law), the arbitrator must have expertise in telecommunications law. The Parties will agree on an arbitrator within thirty (30) days after one party notifies the other of its desire to seek arbitration, and the Parties will work with the arbitrator to set a schedule to resolve the issues between them as quickly as possible while accommodating the Parties’ needs to

15.

Force Majeure

15.1

Neither Party shall be responsible for any delay or failure in performance which results from causes beyond its reasonable control (“Force Majeure Events”), whether or not foreseeable by such Party. Such Force Majeure Events include, but are not limited to, extraordinary adverse weather conditions, flood, fire, explosion, hurricane, earthquake, volcanic action, power failure, embargo, boycott, war, revolution, civil commotion, act of public enemies, strikes, work stoppages, slowdowns, picketing or boycotts, acts or omissions of the other Party, and acts of God.

15.2

If a Force Majeure Event occurs, the non-performing Party shall notify the other Party of its inability to perform as promptly as is reasonably possible. During the period that the non-performing Party is unable to perform, the other Party shall also be excused from performance of its obligations to the extent such obligations are reciprocal to, or depend upon, the performance of the non-performing Party that has been prevented by the Force Majeure Event. The non-performing Party shall use commercially reasonable efforts to avoid or remove the cause(s) of its non-performance and both Parties shall proceed to perform once the cause(s) are removed or cease.

15.3

Intentionally omitted.

15.4

Nothing in this Agreement shall require the non-performing Party to settle any labor dispute except as the non-performing Party, in its sole discretion subject to Applicable Law, determines appropriate.

16.

Forecasts

17.

Fraud

18.

Good Faith Performance

19.

Headings

20.

Indemnification

20.1

Each Party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other Party (“Indemnified Party”), the Indemnified Party’s Affiliates, and the directors, officers and employees of the Indemnified Party and the Indemnified Party’s Affiliates, from and against any and all Claims that arise out of bodily injury to or death of any person, or damage to, or destruction or loss of, tangible real and/or personal property of any person, to the extent such injury, death, damage, destruction or loss, was proximately caused by the grossly negligent or intentionally wrongful acts or omissions of the Indemnifying Party, the Indemnifying Party’s Affiliates, or the directors, officers, employees, Agents or contractors (excluding the Indemnified Party) of the Indemnifying Party or the Indemnifying Party’s Affiliates, in connection with this Agreement.

20.2

Indemnification Process.

20.2.1

As used in this Section 20, “Indemnified Person” means a person whom an Indemnifying Party is obligated to indemnify, defend and/or hold harmless under Section 20.1.

20.2.2

An Indemnifying Party’s obligations under Section 20.1 shall be conditioned upon the following:

20.2.3

The Indemnified Person: (a) shall give the Indemnifying Party notice of the Claim promptly after becoming aware thereof (including a statement of facts known to the Indemnified Person related to the Claim and an estimate of the amount thereof); (b) prior to taking any material action with respect to a Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Claim; (c) shall not consent to any settlement or compromise of a Third Party Claim without the written consent of the Indemnifying Party; (d) shall permit the Indemnifying Party to assume the defense of a Third Party Claim (including, except as provided below, the compromise or settlement thereof) at the Indemnifying Party’s own cost and expense, provided, however, that the Indemnified Person shall have the right to approve the Indemnifying Party's choice of legal counsel.

20.2.4

If the Indemnified Person fails to comply with Section 20.2.3 with respect to a Claim, to the extent such failure shall have a material adverse effect upon the Indemnifying Party, the Indemnifying Party shall be relieved of its obligation to indemnify, defend and hold harmless the Indemnified Person with respect to such Claim under this Agreement.

20.2.5

Subject to 20.2.6 and 20.2.7, below, the Indemnifying Party shall have the authority to defend and settle any Third Party Claim.

20.2.6

With respect to any Third Party Claim, the Indemnified Person shall be entitled to participate with the Indemnifying Party in the defense of the Claim if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Person. In so participating, the Indemnified Person shall be entitled to employ separate counsel for the defense at the Indemnified Person’s expense. The Indemnified Person shall also be entitled to participate, at its own expense, in the defense of any Claim, as to any portion of the Claim as to which it is not entitled to be indemnified, defended and held harmless by the Indemnifying Party.

20.2.7

In no event shall the Indemnifying Party settle a Third Party Claim or consent to any judgment with regard to a Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. In the event the settlement or judgment requires a contribution from or affects the rights of an Indemnified Person, the Indemnified Person shall have the right to refuse such settlement or judgment with respect to itself and, at its own cost and expense, take over the defense against the Third Party Claim, provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify or hold harmless the Indemnified Person against, the Third Party Claim for any amount in excess of such refused settlement or judgment.

20.2.8

The Indemnified Person shall, in all cases, assert any and all provisions in applicable Tariffs and Customer contracts that limit liability to third persons as a bar to, or limitation on, any recovery by a third-person claimant.

20.2.9

The Indemnifying Party and the Indemnified Person shall offer each other all reasonable cooperation and assistance in the defense of any Third Party Claim.

20.3

Each Party agrees that it will not implead or bring any action against the other Party, the other Party’s Affiliates, or any of the directors, officers or employees of the other Party or the other Party’s Affiliates, based on any claim by any person for personal injury or death that occurs in the course or scope of employment of such person by the other Party or the other Party’s Affiliate and that arises out of performance of this Agreement, unless such claim arises out of the negligent act or omission or willful misconduct of the other Party.

20.4

Each Party’s obligations under this Section 20 shall survive expiration, cancellation or termination of this Agreement.

21.

Insurance

21.1

The Parties shall maintain during the term of any collocation arrangement provided to CSPR pursuant to this Agreement all insurance and/or bonds required to satisfy their obligations under this Agreement (including, but not limited to, the obligations set forth in Section 20 hereof) and all insurance and/or bonds required by Applicable Law. The insurance and/or bonds shall be obtained from an insurer having an A.M. Best insurance rating of at least A-, financial size category VII or greater. At a minimum and without limiting the foregoing undertaking, each Party shall maintain the following insurance:

21.1.1

Commercial General Liability Insurance, on an occurrence basis, including but not limited to, premises-operations, broad form property damage, products/completed operations, contractual liability, independent contractors, and personal injury, with limits of at least $1,000,000 combined single limit for each occurrence.

21.1.2

Commercial Motor Vehicle Liability Insurance covering all owned, hired and non-owned vehicles, with limits of at least $1,000,000 combined single limit for each occurrence.

21.1.3

Coverage for workmen’s compensation provided by the Puerto Rico State Insurance Fund. If a non-PRTC employee performs work in a PRTC Premises for CSPR, CSPR or the contractor will coordinate and obtain the necessary workmen’s compensation certificates from the Puerto Rico State Insurance Fund prior to the commencement of work.

21.1.4

All risk property insurance on a full replacement cost basis for all of the insured party’s real and personal property located at any Collocation site or otherwise located on or in any PRTC premises (whether owned, leased or otherwise occupied by PRTC), facility, equipment or right-of-way.

21.2

Any deductibles, self-insured retentions or loss limits (“Retentions”) for the foregoing insurance must be disclosed on the certificates of insurance to be provided pursuant to Sections 21.4 and 21.5, and each Party reserves the right to reject any such Retentions in its reasonable discretion. All Retentions shall be the responsibility of the insured Party.

21.3

Each Party shall name the other Party and the other Party’s Affiliates as additional insureds on the foregoing liability insurance.

21.4

Each Party shall, two (2) weeks prior to commencing construction of any collocation arrangement, at the time of each renewal of, or material change in, its insurance policies, and at such other times as the other Party may reasonable specify, furnish certificates or other proof of the foregoing insurance reasonably acceptable to the other Party. The certificates or other proof of the foregoing insurance shall be sent to the persons designated for notices under this Agreement.

21.5

Each Party shall require its contractors, if any, that may enter upon the premises or access the facilities or equipment of the other Party or the other Party’s affiliates to maintain insurance in accordance with Sections 21.1 through 21.3 and, if requested, to furnish certificates or other adequate proof of such insurance acceptable to the other Party in accordance with Section 21.4.

21.6

Intentionally omitted.

21.7

Certificates furnished by the insured Party and its contractors shall contain a clause stating that the other Party: “shall be notified in writing at least thirty (30) days prior to cancellation of, or any material change in, the insurance.”

21.8

The insurance required in this section must be provided by an insurance company authorized by the Insurance Commission of Puerto Rico to do business in Puerto Rico.

22.

Intellectual Property

22.1

Except as expressly stated in this Agreement, this Agreement shall not be construed as granting a license with respect to any patent, copyright, trade name, trademark, service ▇▇▇▇, trade secret or any other intellectual property, now or hereafter owned, controlled or licensable by either Party. Except as expressly stated in this Agreement, neither Party may use any patent, copyrightable materials, trademark, trade name, trade secret or other intellectual property right, of the other Party except in accordance with the terms of a separate license agreement between the Parties granting such rights.

22.2

Except as stated in Section 22.4, neither Party shall have any obligation to defend, indemnify or hold harmless, or acquire any license or right for the benefit of, or owe any other obligation or have any liability to, the other Party or its Affiliates or Customers based on or arising from any Third Party Claim alleging or asserting that the provision or use of any service, facility, arrangement, or software by either Party under this Agreement, or the performance of any service or method, either alone or in combination with the other Party, constitutes direct, vicarious or contributory infringement or inducement to infringe, or misuse or misappropriation of any patent, copyright, trademark, trade secret, or any other proprietary or intellectual property right of any Party or third person. Each Party, however, shall offer to the other reasonable cooperation and assistance in the defense of any such claim.

22.3

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE USE BY EACH PARTY OF THE OTHER’S SERVICES PROVIDED UNDER THIS AGREEMENT SHALL NOT GIVE RISE TO A CLAIM OF INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT.

22.4

CSPR agrees that the Services provided by PRTC hereunder shall be subject to the terms, conditions and restrictions contained in any applicable agreements (including, but not limited to software or other intellectual property license agreements) between PRTC and PRTC’s vendors. PRTC agrees to advise CSPR, directly or through a third party, of any such terms, conditions or restrictions that may limit any CSPR use of a Service provided by PRTC that is otherwise permitted by this Agreement. At CSPR’s written request, where necessary, PRTC will attempt to obtain intellectual property rights from PRTC’s vendor to allow CSPR to use the Service in the same manner as PRTC that are coextensive with PRTC’s intellectual property rights, on terms and conditions that are equal in quality to the terms and conditions under which PRTC has obtained PRTC’s intellectual property rights. CSPR shall reimburse PRTC for the cost of obtaining such rights.

23.

Joint Work Product

24.

Law Enforcement

24.1

Each Party may cooperate with law enforcement authorities and national security authorities to the full extent required or permitted by Applicable Law in matters related to Services provided by it under this Agreement, including, but not limited to, the production of records, the establishment of new lines or the installation of new services on an existing line in order to support law enforcement and/or

24.2

A Party shall have the obligation to inform the other Party of actions taken in cooperating with law enforcement or national security authorities, except to the extent required by Applicable Law or to the extent such actions do not affect the other Party or its Customers.

24.3

Where a law enforcement or national security request relates to the establishment of lines (including, but not limited to, lines established to support interception of communications on other lines), or the installation of other services, facilities or arrangements, a Party may, to the extent required by Applicable Law, act to prevent the other Party from obtaining access to information concerning such lines, services, facilities and arrangements, through operations support system interfaces.

25.

Liability

25.1

As used in this Section 25, “Service Failure” means a failure to comply with a direction to install, restore or terminate Services under this Agreement, a failure to provide Services under this Agreement, and failures, mistakes, omissions, interruptions, delays, errors, defects or the like, occurring in the course of the provision of any Services under this Agreement.

25.2

Except as otherwise stated in Section 25.5, the liability, if any, of a Party, a Party’s Affiliates, and the directors, officers and employees of a Party and a Party’s Affiliates, to the other Party, the other Party’s Customers, and to any other person, for Claims arising out of a Service Failure shall not exceed an amount equal to the pro rata applicable monthly charge for the Services that are subject to the Service Failure for the period in which such Service Failure occurs.

25.3

Except as otherwise stated in Section 25.5, a Party, a Party’s Affiliates, and the directors, officers and employees of a Party and a Party’s Affiliates, shall not be liable to the other Party, the other Party’s Customers, or to any other person, in connection with this Agreement (including, but not limited to, in connection with a Service Failure or any breach, delay or failure in performance, of this Agreement) for special, indirect, incidental, consequential, reliance, exemplary, punitive, or like damages, including, but not limited to, damages for lost revenues, profits or savings, or other commercial or economic loss, even if the person whose liability is excluded by this Section has been advised of the possibility of such damages.

25.4

The limitations and exclusions of liability stated in Sections 25.1 through 25.3 shall apply regardless of the form of a claim or action, whether statutory, in contract, warranty, strict liability, tort (including, but not limited to, negligence of a Party), or otherwise.

25.5

Nothing contained in Sections 25.1 through 25.4 shall exclude or limit liability:

25.5.1

under Sections 20, Indemnification, or 40, Taxes.

25.5.2

for any obligation to indemnify, defend and/or hold harmless that a Party may have under this Agreement.

25.5.3

for damages arising out of or resulting from bodily injury to or death of any person, or damage to, or destruction or loss of, tangible real and/or personal property of any person, or Toxic or Hazardous Substances, to

25.5.4

for a claim for infringement of any patent, copyright, trade name, trade ▇▇▇▇, service ▇▇▇▇, or other intellectual property interest;

25.5.5

under Section 258 of the Act or any order of FCC or the Board implementing Section 258; or

25.5.6

under the financial incentive or remedy provisions of any service quality plan required by the FCC or the Board.

25.5.7

for liquidated damages or other remedies otherwise made expressly applicable in the Performance Standards Attachment of this Agreement.

25.6

In the event that the liability of a Party, a Party’s Affiliate, or a director, officer or employee of a Party or a Party’s Affiliate, is limited and/or excluded under both this Section 25 and a provision of an applicable Tariff, the applicable limitation or exclusion shall be determined by whether the relevant Service was ordered under this Agreement or under the Tariff.

25.7

Intentionally omitted.

26.

Network Management

26.1

Cooperation. The Parties will work cooperatively in a commercially reasonable manner to install and maintain a reliable network. CSPR and PRTC will exchange appropriate information (e.g., network information, maintenance contact numbers, escalation procedures, and information required to comply with requirements of law enforcement and national security agencies) to achieve this desired reliability. In addition, the Parties will work cooperatively in a commercially reasonable manner to apply sound network management principles to alleviate or to prevent traffic congestion and subject to Section 17, to minimize fraud associated with third number billed calls, calling card calls, and other services related to this Agreement.

26.2

Responsibility for Following Standards. Each Party recognizes a responsibility to follow the standards that may be agreed to between the Parties and to employ characteristics and methods of operation that will not interfere with or impair the service, network or facilities of the other Party or any third parties connected with or involved directly in the network or facilities of the other.

26.3

Interference or Impairment. If a Party (“Impaired Party”) reasonably determines that the services, network, facilities, or methods of operation, of the other Party (“Interfering Party”) will or are likely to interfere with or impair the Impaired Party’s provision of services or the operation of the Impaired Party’s network or facilities, the Impaired Party may interrupt or suspend any Service provided to the Interfering Party only to the extent necessary to prevent such interference or impairment, subject to the following:

26.3.1

Except in emergency situations (e.g., situations involving a risk of bodily injury to persons or damage to tangible property, or an interruption in Customer service) or as otherwise provided in this Agreement, the Impaired Party shall have given the Interfering Party at least ten (10) days’ prior written notice and documentation of the interference or impairment or potential interference or impairment and

26.3.2

Upon correction of the interference or impairment, the Impaired Party will promptly restore the interrupted or suspended Service. The Impaired Party shall not be obligated to provide an out-of-service credit allowance or other compensation to the Interfering Party in connection with the suspended Service.

26.4

Outage Repair Standard. In the event of an outage or trouble in any Service being provided by a Party hereunder, the Providing Party will follow the other Party’s standard procedures for isolating and clearing the outage or trouble, provided, however, that such standard procedures are reasonable, nondiscriminatory, and have been provided to the other Party in writing prior to the relevant outage or trouble.

27.

Non-Exclusive Remedies

28.

Notices

28.1

Except as otherwise provided in this Agreement, notices given by one Party to the other Party under this Agreement:

28.1.1

shall be in writing;

28.1.2

shall be delivered (a) personally, (b) by express delivery service with next Business Day delivery, (c) by First Class, certified or registered U.S. mail, postage prepaid, or (d) by facsimile telecopy, with a copy delivered in accordance with (a), (b) or (c), preceding; and

28.1.3

shall be delivered to the following addresses of the Parties:

To CSPR:

Mr. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

With a copy to:

Lcda. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

To PRTC:

▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇

With a copy to:

Lcda. ▇▇▇▇▇▇ ▇▇▇▇▇▇

Director of Legal and Regulatory Affairs

Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇

Internet Address: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇▇.▇▇▇

29.

Ordering and Maintenance

30.

Performance Standards

30.1

PRTC shall provide Services under this Agreement in accordance with the performance standards required by this Agreement and by Applicable Law, including, but not limited to, Section 251(c) of the Act.

30.2

CSPR shall provide Services under this Agreement in accordance with the performance standards required by Applicable Law.

31.

Point of Contact for CSPR Customers

31.1

CSPR shall establish telephone numbers and mailing addresses at which CSPR Customers may communicate with CSPR and shall advise CSPR Customers of these telephone numbers and mailing addresses.

31.2

When either Party receives a communication from a customer of the other Party, it shall give the customer a phone number at which he or she may contact the other Party directly.  The phone number for PRTC to provide to CSPR customers is ▇▇▇-▇▇▇-▇▇▇▇.  The phone number for CSPR to provide to PRTC customers is 611.  Either party may change the contact phone number upon thirty (30) days' prior notice.

32.

Predecessor Agreements

32.1

Except as otherwise agreed in writing by the Parties:

32.1.1

Intentionally omitted.

32.1.2

Any Services that were purchased by one Party from the other Party under a prior interconnection or resale agreement between the Parties for the Commonwealth of Puerto Rico pursuant to Section 252 of the Act and in effect prior to the Effective Date, shall as of the Effective Date be subject to and purchased under this Agreement.

32.2

Intentionally omitted.

32.3

Intentionally omitted.

33.

Publicity and Use of Trademarks or Service Marks

33.1

A Party, its Affiliates, and their respective contractors and Agents, shall not use the other Party’s trademarks, service marks, logos or other proprietary trade dress, in connection with the sale of products or services, or in any advertising, press releases, publicity matters or other promotional materials, unless the other Party has given its written consent for such use, which consent the other Party may grant or withhold in its sole discretion.

33.2

Neither Party may imply any direct or indirect affiliation with or sponsorship or endorsement of it or its services or products by the other Party.

33.3

Any violation of this Section 33 shall be considered a material breach of this Agreement.

34.

References

34.1

All references to Sections, Appendices and Exhibits shall be deemed to be references to Sections, Appendices and Exhibits of this Agreement unless the context shall otherwise require.

34.2

Except as otherwise provided in this Agreement, any reference to a Tariff, agreement, technical or other document (including PRTC or third party guides, practices or handbooks), or provision of Applicable Law, is to such Tariff, agreement, or document, or provision of Applicable Law, as amended and supplemented from time to time (and, in the case of a Tariff or provision of Applicable Law, to any successor Tariff or provision).

35.

Relationship of the Parties

35.1

The relationship of the Parties under this Agreement shall be that of independent contractors and nothing herein shall be construed as creating any other relationship between the Parties.

35.2

Nothing contained in this Agreement shall make either Party the employee of the other, create a partnership, joint venture, or other similar relationship between the Parties, or grant to either Party a franchise, distributorship or similar interest.

35.3

Except for provisions herein expressly authorizing a Party to act for another Party, nothing in this Agreement shall constitute a Party as a legal representative or Agent of the other Party, nor shall a Party have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against, in the name or on behalf of the other Party unless otherwise expressly permitted by such other Party in writing, which permission may be granted or withheld by the other Party in its sole discretion.

35.4

Each Party shall have sole authority and responsibility to hire, fire, compensate, supervise, and otherwise control its employees, Agents and contractors. Each Party shall be solely responsible for payment of any Social Security or other taxes that it is required by Applicable Law to pay in conjunction with its employees, Agents and contractors, and for withholding and remitting to the applicable taxing authorities any taxes that it is required by Applicable Law to collect from its employees.

35.5

Except as otherwise expressly provided in this Agreement, no Party undertakes to perform any obligation of the other Party, whether regulatory or contractual, or to assume any responsibility for the management of the other Party's business.

35.6

The relationship of the Parties under this Agreement is a non-exclusive relationship.

36.

Reservation of Rights

36.1

Notwithstanding anything to the contrary in this Agreement, neither Party waives, and each Party hereby expressly reserves, its rights: (a) to appeal or otherwise seek the reversal of and changes in any arbitration decision associated with this Agreement; (b) to challenge the lawfulness of this Agreement and any provision of this Agreement; (c) to seek changes in this Agreement (including, but not limited to, changes in rates, charges and the Services that must be offered) through changes in Applicable Law; (d) to challenge the lawfulness and propriety of, and to seek to change, any Applicable Law, including, but not limited to any rule, regulation, order or decision of the Board, the FCC, or a court of applicable jurisdiction; and (e) to collect debts owed to it under any prior interconnection or resale agreements. Nothing in this Agreement shall be deemed to limit or

37.

Subcontractors

38.

Successors and Assigns

39.

Survival

40.

Taxes

40.1

With respect to any purchase hereunder of Services, if any federal, Commonwealth, state or local tax, fee, surcharge or other specific regulatory assessment (a “Tax”) is required or permitted by Applicable Law to be collected from the Purchasing Party by the Providing Party, and such Tax is not or has not been remitted to the applicable taxing authority through other means or parties, then (a) the Providing Party shall properly ▇▇▇▇ the Purchasing Party for such Tax only as a dollar for dollar pass through charge, (b) the Purchasing Party shall timely remit such Tax to the Providing Party and (c) the Providing Party shall timely remit such collected Tax to the applicable taxing authority. Unless otherwise ordered by a regulatory authority or court with jurisdiction, each Party shall collect from its own end users, and shall provide to the relevant authority, the Universal Service surcharge and any other federal or Commonwealth regulatory fee imposed on a carrier.

40.2

Taxes Imposed on the Providing Party. With respect to any purchase hereunder of Services, if any federal, Commonwealth, state or local Tax is imposed by Applicable Law on the receipts of the Providing Party, and such Applicable Law permits the Providing Party to exclude certain receipts received from sales for resale to a public utility, distributor, telephone company, local exchange carrier, telecommunications company or other communications company (“Telecommunications Company”), such exclusion being based solely on the fact that the Purchasing Party is also subject to a tax based upon receipts (“Receipts Tax”), then the Purchasing Party (a) shall provide the Providing Party with notice

40.3

Taxes Imposed on Customers. With respect to any purchase hereunder of Services that are resold to a third party, if any federal, state, Commonwealth or local Tax is imposed by Applicable Law on the subscriber, end-user, Customer or ultimate consumer (“Subscriber”) in connection with any such purchase, which a Telecommunications Company is required to impose and/or collect from a Subscriber, then the Purchasing Party (a) shall be required to impose and/or collect such Tax from the Subscriber and (b) shall timely remit such Tax to the applicable taxing authority.

40.4

Liability for Uncollected Tax, Interest and Penalty. If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to ▇▇▇▇ the Purchasing Party for any Tax as required by Section 40.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such authority. If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 40.1, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing Party does not collect any Tax as required by Section 40.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing Party fails to pay the Receipts Tax as required by Section 40.2, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 40.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

40.5

Tax Exemptions and Exemption Certificates. If Applicable Law clearly exempts a purchase hereunder from a Tax, and if such Applicable Law also provides an exemption procedure, such as an exemption-certificate requirement, then, if the

40.6

All notices, affidavits, exemption-certificates or other communications required or permitted to be given by either Party to the other, for purposes of this Section 40, shall be made in writing and shall be delivered in person or sent by certified mail, return receipt requested, or registered mail, or a courier service providing proof of service, and sent to the addressees set forth in Section 28.

41.

Technology Upgrades

42.

Territory

42.1

This Agreement applies to the territory in which PRTC operates as an Incumbent Local Exchange Carrier in the Commonwealth of Puerto Rico. PRTC shall be obligated to provide Services under this Agreement only within this territory.

42.2

Notwithstanding any other provision of this Agreement, PRTC may terminate this Agreement as to a specific operating territory or portion thereof if PRTC sells or otherwise transfers its operations in such territory or portion thereof to an unaffiliated third-person.

43.

Third Party Beneficiaries

44.

252(i) Obligations

44.1

To the extent required by Applicable Law, each Party shall comply with Section 252(i) of the Act and 47 C.F.R. § 51.809.

44.2

Intentionally omitted.

45.

Use of Service

46.

Waiver

47.

Warranties

48.

Withdrawal of Services

48.1

Intentionally omitted.

48.2

Intentionally omitted.

CORTELCO SYSTEMS PUERTO RICO, INC.

PUERTO RICO TELEPHONE COMPANY, INC.

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Printed: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Printed: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: General Manager , Cortelco Systems Puerto Rico, Inc.

Title: President and Chief Executive Officer, Puerto Rico Telephone Company, Inc.

1.

General Rule

1.1

The provisions of Sections 1.2 through 1.4 and Section 2 apply with regard to the Principal Document. Terms used in a Tariff shall have the meanings stated in the Tariff.

1.2

Unless the context clearly indicates otherwise, when a term listed in this Glossary is used in the Principal Document, the term shall have the meaning stated in this Glossary. A defined term intended to convey the meaning stated in this Glossary is capitalized when used. Other terms that are capitalized, and not defined in this Glossary or elsewhere in the Principal Document, shall have the meaning stated in the Act. Additional definitions that are specific to the matters covered in a particular provision of the Principal Document may appear in that provision. To the extent that there may be any conflict between a definition set forth in this Glossary and any definition in a specific provision, the definition set forth in the specific provision shall control with respect to that provision.

1.3

Unless the context clearly indicates otherwise, any term defined in this Glossary which is defined or used in the singular shall include the plural, and any term defined in this Glossary which is defined or used in the plural shall include the singular.

1.4

The words “shall” and “will” are used interchangeably throughout the Principal Document and the use of either indicates a mandatory requirement. The use of one or the other shall not confer a different degree of right or obligation for either Party.

1.5

Any ambiguity in the definition and/or meaning of a term used herein will be resolved in the first instance in accordance with such term’s usage, definition, and/or interpretation in the Act and by the FCC.

2.

Definitions

2.1

Act.

2.2

Advanced Services.

2.3

Affiliate.

2.4

Agent.

2.5

Agreement.

2.6

Ancillary Traffic.

2.7

ANI (Automatic Number Identification).

2.8

Applicable Law.

2.9

ASR (Access Service Request).

2.10

Board

2.11

Business Day.

2.11a

Business Line

The term “business line” shall have the meaning given in 47 C.F.R. § 51.5.

2.12

Calendar Quarter.

2.13

Calendar Year.

2.14

CCS (Common Channel Signaling).

2.15

Central Office.

2.16

Central Office Switch.

2.17

Claims.

2.18

CLEC (Competitive Local Exchange Carrier).

2.19

CLLI Codes.

2.20

CMDS (Centralized Message Distribution System).

2.21

Commingle.

2.22

Copper Loop.

2.23

Copper Subloop.

2.24

CPN (Calling Party Number).

2.25

CPNI (Customer Proprietary Network Information).

2.26

Cross Connection.

2.27

Customer.

2.28

Dark Fiber.

2.28a

Dark Fiber Transport.

2.29

Dedicated Transport.

2.29a

Dedicated DS1 Transport.

2.29b

Dedicated DS3 Transport.

2.30

Digital Loop Carrier Terminal – Remote Terminal (DLC-RT)

2.31

Digital Signal Level.

2.32

DS0 (Digital Signal Level 0).

2.33

DS1 (Digital Signal Level 1) Loop.

2.33a

DS3 (Digital Signal Level 3) Loop.

2.34

EMI (Exchange Message Interface).

2.35

End Office Switch or End Office.

2.36

Entrance Facility.

2.37

Exchange Access.

2.38

FCC Internet Order.

2.39

FCC.

2.40

FCC Interim UNE Order.

2.41

FCC Regulations.

2.42

Feeder - Distribution Interface (FDI)

2.42a

Fiber-based collocator.

2.43

Fiber-to-the-Home Loop.

2.44

House and Riser Cable.

2.45

Hybrid Loop.

2.46

IDLC (Integrated Digital Loop Carrier).

2.47

ILEC (Incumbent Local Exchange Carrier).

2.48

Information Access.

2.49

Inside Wire or Inside Wiring.

2.50

Internet Service Provider (ISP).

2.51

Internet Traffic.

2.52

InterLATA Service.

2.53

IntraLATA.

2.54

ISDN (Integrated Services Digital Network).

2.55

IXC (Interexchange Carrier).

2.56

LATA (Local Access and Transport Area).

2.57

LEC (Local Exchange Carrier).

2.58

LERG (Local Exchange Routing Guide).

2.59

LIDB (Line Information Data Base).

2.60

Line Side.

2.61

Local Loop.

2.62

MDF (Main Distribution Frame).

2.63

Measured Internet Traffic.

2.64

MECAB (Multiple Exchange Carrier Access Billing).

2.65

MECOD (Multiple Exchange Carriers Ordering and Design Guidelines for Access Services - Industry Support Interface).

2.65a

Mobile wireless service.

2.66

Subloop for Access to Multi-Unit Premises Wiring.

2.67

NANP (North American Numbering Plan).

2.68

Network Element.

2.69

NID (Network Interface Device).

2.70

NPA (Numbering Plan Area).

2.71

NXX, NXX Code, Central Office Code or CO Code.

2.72

Order.

2.73

Originating Switched Access Detail Usage Data.

2.74

Packet Switching

2.75

POI (Point of Interconnection).

2.76

Point of Technically Feasible Access.

2.77

Port.

2.78

Premises.

2.79

Principal Document.

2.80

Providing Party.

2.81

Purchasing Party.

2.82

Rate Center Area.

2.83

Rate Center Point.

2.84

Rate Demarcation Point.

2.85

Reciprocal Compensation.

2.86

Reciprocal Compensation Traffic.

2.87

Retail Prices.

2.88

Routing Point.

2.89

Service.

2.90

SS7 (Signaling System 7).

2.91

Subloop.

2.92

Subsidiary.

2.93

Sub-Loop Distribution Facility.

2.94

Sub-Loop Feeder Facility.

2.95

Switched Exchange Access Service.

2.96

Tandem Switch.

2.97

Tariff.

2.97.1

Any applicable Federal or Commonwealth tariff of a Party filed with and subject to the review of the FCC or the Board, as amended from time-to-time; or

2.97.2

Any document filed or posted in accordance with applicable regulations, as amended from time-to-time, that sets forth the generally available terms, conditions and prices under which a Party offers a Service.

2.98

Telcordia Technologies.

2.99

Telecommunications Carrier.

2.100

Telecommunications Services.

2.101

Telephone Exchange Service.

2.102

Terminating Switched Access Detail Usage Data.

2.103

Third Party Claim.

2.104

Toll Traffic.

2.105

Toxic or Hazardous Substance.

2.106

Transit Traffic and Tandem Transit Traffic.

2.107

Triennial Review Order.

2.108

Trunk Side.

2.109

UDLC (Universal Digital Loop Carrier).

2.109a

Triennial Review Remand Order.

2.110

V and H Coordinates Method.

2.111

Voice Grade.

2.112

Wire Center.

2.113

xDSL.

2.114

Wire center.

2.114a

Wire center tier structures

2.114a.1

Pursuant to 47 C.F.R. § 51.319(e)(3), Tier 1 wire centers are PRTC wire centers that contain at least four fiber-based collocators, or at least 38,000 business lines, or both. Tier 1 wire centers also are PRTC tandem switching locations that have no line-side switching facilities, but nevertheless serve as a point of traffic aggregation accessible by CSPR or other CLECs. Once a wire center is determined to be a Tier 1 wire center, that wire center is not subject to later reclassification as a Tier 2 or Tier 3 wire center.

2.114a.2

Pursuant to 47 C.F.R. § 51.319(e)(3), Tier 2 wire centers are PRTC wire centers that are not Tier 1 wire centers, but contain at least 3 fiber-based collocators, or at least 24,000 business lines, or both. Once a wire center is determined to be a Tier 2 wire center, that wire center is not subject to later reclassification as a Tier 3 wire center.

2.114a.3

Pursuant to 47 C.F.R. § 51.319(e)(3), Tier 3 wire centers are PRTC wire centers that do not meet the criteria for Tier 1 or Tier 2 wire centers.

1.

Alternate Billed Calls

1.1

The Parties will engage in settlements of intraLATA intrastate alternate-billed calls (e.g., collect, calling card, and third-party billed calls) originated or authorized by their respective Customers in accordance with an arrangement mutually agreed to by the Parties. Such arrangements will include provisions for each Party to collect and make available all data reasonably necessary to ensure appropriate billing and collection of such calls.

2.

Dialing Parity - Section 251(b)(3)

3.

Directory Assistance (DA) and Operator Services (OS)

3.1

Either Party may request that the other Party provide the requesting Party with nondiscriminatory access to the other Party’s directory assistance services (DA), IntraLATA operator call completion services (OS), and/or directory assistance listings database. If either Party makes such a request, the Parties shall enter into a mutually acceptable written agreement for such access.

3.2

CSPR shall arrange, at its own expense, the trunking and other facilities required to transport traffic to and from the designated DA and OS switch locations.

4.

Directory Listing and Directory Distribution

4.1

Listing Information.

4.2

Listing Information Supply.

4.3

Listing Inclusion and Distribution.

4.4

PRTC Information.

4.5

Confidentiality of Listing Information.

4.6

Accuracy.

4.7

Indemnification.

4.8

Liability.

4.9

Service Information Pages.

4.10

Directory Publication.

4.11

Other Directory Services.

5.

Voice Information Service Traffic

5.1

For purposes of this Agreement, (a) Voice Information Service means a service that provides [i] recorded voice announcement information or [ii] a vocal discussion program open to the public, and (b) Voice Information Service Traffic means intraLATA switched voice traffic, delivered to a Voice Information Service. Voice Information Service Traffic does not include any form of Internet Traffic. Voice Information Service Traffic also does not include 555 traffic or similar traffic with AIN service interfaces, which traffic shall be subject to separate

6.

Originating Line Number Screening (OLNS)

7.

Operations Support Systems (OSS) Services

7.1

Definitions. The terms listed below shall have the meanings stated below:

7.1.1

PRTC Operations Support Systems: PRTC processes and systems for pre-ordering, ordering, provisioning, maintenance and repair, and billing.

7.1.2

PRTC OSS Services: Access to PRTC Operations Support Systems functions as required in Section 7.2.1. The term “PRTC OSS Services” includes, but is not limited to: (a) PRTC’s provision of CSPR Usage Information to CSPR pursuant to Section 7.3 of this Attachment; and, (b) “PRTC OSS Information”, as defined in Section 7.1.4 of this Attachment.

7.1.3

PRTC OSS Facilities: Any gateways, interfaces, databases, facilities, equipment, software, or systems, used by PRTC to provide PRTC OSS Services to CSPR.

7.1.4

PRTC OSS Information: Any information accessed by, or disclosed or provided to, CSPR through or as a part of PRTC OSS Services. The term “PRTC OSS Information” includes, but is not limited to: (a) any Customer Information related to a PRTC Customer or a CSPR Customer accessed by, or disclosed or provided to, CSPR through or as a part of PRTC OSS Services; and, (b) any CSPR Usage Information (as defined in Section 7.1.6 of this Attachment) accessed by, or disclosed or provided to, CSPR.

7.1.5

PRTC Retail Telecommunications Service: Any Telecommunications Service that PRTC provides at retail to subscribers that are not Telecommunications Carriers. The term “PRTC Retail Telecommunications Service” does not include any Exchange Access service (as defined in Section 3(16) of the Act, 47 U.S.C. § 153(16)) provided by PRTC.

7.1.6

CSPR Usage Information: For a PRTC Retail Telecommunications Service purchased by CSPR pursuant to the Resale Attachment, the usage information reasonably necessary for CSPR to ▇▇▇▇ its end user customers and that PRTC would record if PRTC was furnishing such PRTC Retail Telecommunications Service to a PRTC end-user retail Customer.

7.1.7

Customer Information: CPNI of a Customer and any other non-public, individually identifiable information about a Customer or the purchase by a Customer of the services or products of a Party.

7.2

PRTC OSS Services.

7.2.1

PRTC shall provide CSPR nondiscriminatory access to PRTC Operations Support Systems to the extent required by Applicable Law and as required by this Agreement. Unless otherwise provided in this Agreement, nondiscriminatory access shall mean access to the same information, by the same means (e.g., manual or electronic), and in the same interval that such information is available to PRTC.

7.2.1.1

Electronic Access. To the extent that PRTC OSS Services do not provide to CSPR nondiscriminatory electronic access to PRTC OSS Information that is available to PRTC retail employees electronically, PRTC shall provide to CSPR nondiscriminatory electronic access to such PRTC OSS Information by no later than one (1) year after the Effective Date. In the interim, PRTC shall use alternative means to provide access to such PRTC OSS Information in the same interval in which PRTC is able to access the information itself and, in any event, within one (1) business day of a CSPR request. CSPR must submit requests for such PRTC OSS Information by email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, unless an alternative address and/or medium is authorized by PRTC in writing. In turn, PRTC must transmit the requested PRTC OSS Information by return email to the CSPR employee that submitted the corresponding request. In developing new OSS capabilities for itself, PRTC shall include in such development accommodations for at least parity access to CSPR.

7.2.1.2

Intentionally left blank.

7.2.1.3

System Access Intervals. PRTC shall provide to CSPR nondiscriminatory electronic access to the following PRTC Operations Support Systems in the following intervals:

7.2.1.4

Wholesale OSS Service. Until such time as PRTC provides a different electronic access, CSPR will be allowed to use all OSS systems that it currently uses, including RFI, and

7.2.1.5

If PRTC develops a Street Address Guide (“SAG”) for use by PRTC retail employees, PRTC shall provide the SAG data or its equivalent for use by CSPR.

7.2.2

PRTC shall have the right to change PRTC Operations Support Systems, PRTC OSS Facilities, PRTC OSS Information, and the PRTC OSS Services, from time-to-time, without the consent of CSPR. Any such change, however, may not diminish any of the rights or obligations provided in this Agreement or Applicable Law. Moreover, PRTC must notify CSPR in writing at least sixty (60) days before any material changes that affect CSPR are made by PRTC, with such notice to describe with particularity the change planned, the reason(s) for the change, the date that such change will become effective, and any other information reasonably necessary for CSPR to conform its systems and procedures to ensure a smooth and efficient transition.

7.2.3

Ordering and Provisioning.

7.2.3.1

Ordering. PRTC will accept all CSPR orders electronically in a uniform and consistent format established by the mutual agreement of the Parties. CSPR will deliver CSPR orders to PRTC by courier as a back-up procedure. In such event, PRTC will acknowledge receipt of CSPR orders at such time by providing the courier written acknowledgement of such receipt. In addition, within one (1) business day of PRTC’s receipt of a CSPR order (electronically or by courier), PRTC will confirm its receipt of each order. The confirmation will be titled “Order Confirmation” and provided by email in a consistent and uniform format sent to ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, unless an alternative address and/or medium is authorized by CSPR in writing. Such email will provide the following information for each order: PON number and customer name. PRTC is required to provide electronic confirmation of all orders. However, PRTC is required to send written confirmation and then a separate electronic confirmation only in those situations where CSPR uses a courier to submit an order.

7.2.3.2

Requested Due Date. To the extent that PRTC offers requested desired due dates to itself or its own end user customers, PRTC shall complete orders by CSPR's requested desired due date to the same extent and on the same terms and conditions as PRTC does for its subscribers.

7.2.3.3

Order Rejections & Suspensions. PRTC may reject or suspend any CSPR order only where PRTC cannot reasonably provision due to documented technical reasons, missing or inaccurate material information, or jeopardy conditions at any stage in the order completion process. PRTC may not reject or suspend any CSPR order due to de minimis omissions or inaccuracies. PRTC shall use its best efforts to detect all missing or material information as early as reasonably possible and shall provide to CSPR written notice of any order rejection within one (1) business day of PRTC’s discovery or determination of the basis for rejection. When PRTC rejects an order, it shall, in its rejection notification, describe with particularity all of the reasons for the rejection.

7.2.3.4

Order Changes. If, prior to the date of installation or performance of Service ordered by CSPR, PRTC reasonably determines that a change from the original order is reasonably necessary, PRTC shall notify CSPR of such determination within one (1) business day of making the determination and may suspend its performance or completion of the order until informed by CSPR on how CSPR would like for PRTC to proceed.

7.2.3.5

Order Completion Notice. PRTC will notify CSPR that a CSPR order has been completed within one (1) business

7.2.3.6

Disconnection Notice. When a customer served by CSPR through resale or network elements provided for in this Agreement changes its service to another carrier, including PRTC, PRTC will provide to CSPR a copy of the corresponding disconnection order within two (2) business days after PRTC receives the order. Copies of disconnection orders will be provided to CSPR by email titled “Disconnection Notice” and sent to ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, unless an alternative number, address, and/or medium is authorized by CSPR in writing. In addition, to the extent such information is not available to CSPR electronically and such information is made available by PRTC to its retail employees, copies of disconnection orders will be accompanied by a cover sheet that identifies the date and time PRTC completed the disconnection for each disconnection order, whether the transfer was total or partial, a detail of the services transferred including but not limited to a list of lines, PIC and LPIC, to whom the services were transferred, the effective date of transfer and cancellation (If applicable) and the name of coordinator at PRTC responsible for the transaction. Otherwise, copies of disconnection orders will be accompanied by a cover sheet that identifies the names of the disconnected customer(s) and the date and time PRTC completed the disconnection for each disconnection order. The level of detail provided by PRTC shall mirror that provided to PRTC retail, and if that level of detail increases in the future, so should the level of detail provided to CSPR. Additionally, the effective date of the notification for cancellations and transfers will be the effective date that PRTC will cease billing CSPR for the services listed as cancellations and transfer, and begin billing the new service provider. Any PRTC billing of cancelled or transferred lines beyond the effective date will

7.2.3.7

Account Reconciliation Notice. In the event that CSPR orders a transfer of existing service and account reconciliation is required, PRTC will notify CSPR that the order will require account reconciliation within three (3) business days of PRTC’s receipt of the order. Such notice will be provided by email sent to ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, unless an alternative address and/or medium is authorized by CSPR in writing. In addition, such notice will (at a minimum) provide the following information for each order: PON number, customer name, order date, a preliminary reason for reconciliation, estimated completion date, and assigned PRTC coordinator. In addition, as a part of the order completion notice provided by PRTC to CSPR, PRTC will provide a description of any and all modifications made by PRTC to complete the account reconciliation.

7.2.3.8

Facilities Unavailable Notice. In the event that PRTC cannot complete a CSPR order because necessary facilities are determined (after a reasonable, good faith investigation) unavailable, PRTC will notify CSPR of such unavailability within three (3) business days of PRTC’s receipt of the CSPR order. Such notice will be provided by email sent to ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, unless an alternative address and/or medium is authorized by CSPR in writing, and will contain the same information available to PRTC retail personnel, including PON number, order number, customer name, order date, and basis for determination that facility is unavailable. PRTC shall provide, within five (5) calendar days of a CSPR request, information concerning efforts planned to make the facility available, and expected availability date. PRTC will provide to CSPR by the method set forth above and titled “Facilities Unavailable Update” status every five (5) Business Days and whenever there is a change in status. Such status shall include a detail of the progress of the order. Also, PRTC will provide to CSPR notification within one week of the expected due date any delays that may jeopardize the due date and a new expected due date.

7.2.3.9

Service Suspension, Cancellation, and Blocking. PRTC shall suspend, cancel, or block a Services provided to CSPR within one (1) business day of a CSPR written (including email) request to do so; provided, however, that if CSPR, in good faith, requests an emergency suspension, cancellation, or block, PRTC shall satisfy the request within two (2) hours of receiving such written (including email) request. In the event that PRTC fails to suspend, cancel, or block a Service as requested within the timeframes

7.2.3.9.1

Upon request that complies with PRTC procedures, PRTC will temporarily suspend a Telecommunications Service provided to CSPR for resale for a period of fifteen (15) days.

7.2.3.10

Service Restoration. PRTC shall restore a suspended or blocked Service provided to CSPR within ten (10) minutes of a CSPR written request that complies with PRTC procedures to do so.

7.2.3.10.1

Without limiting the foregoing, in determining restoration priority, PRTC shall treat a CSPR access line as an Essential Service Line ("ESL) and on the same terms and conditions as PRTC so designates a PRTC access line. CSPR ESLs shall be treated the same as PRTC ESLs.

7.2.3.11

Service Change Notice. PRTC will post changes and additions to PRTC service offerings on its publicly available website. PRTC will notify CSPR of such postings as soon as reasonably possible and, in any event, no later than PRTC notifies the public of such changes and additions or when such changes and/or additions become available and effective. Such notice will be provided by email sent to ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ unless an alternative number, address, and/or medium is authorized by CSPR in writing.

7.2.3.12

Service Migrations.

7.2.3.12.1

Intentionally left blank.

7.2.3.12.2

During the migration from any service to CSPR resale, PRTC will seamlessly transfer any pending orders on the account and keep them in the same position in its order queue and will otherwise cause such orders to be fulfilled within at least the same timeframe as such orders would be fulfilled if the customer was becoming a PRTC customer. PRTC will also notify CSPR by the effective date of migration of all pending orders including, order numbers, description of service pending, status of service, and estimated date of installation (as originally provided to the PRTC end user customer). Such notice shall be delivered to CSPR electronically at ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and titled “Pending Orders Transferred in Migration.”

7.2.3.13

Repair Escalation. For CSPR special service repair requests reasonably designated by CSPR as urgent (including, but not limited to, services involving hospitals and urgent care services), CSPR may immediately provide a copy of an initial repair request to the PRTC BCSC Director. For non-emergency special services, CSPR may escalate in accordance with the following:

Escalation

Position and Area of Responsibility

Escalation Terms

1

Business response center

1 hour after the initial trouble ticket

2

Supervisor Business dispatch center

2 hours after the initial trouble ticket

3

Manager Business dispatch center

4 hours after the initial trouble ticket

4

Group manager bus. Zones Technicians

8 hours after the initial trouble ticket

5

Director Business Customer Service (BCSC)

12 hours after the initial trouble ticket

6

Field Operations Island or San ▇▇▇▇ Metro A

12 hours after the initial trouble ticket

7

Vice President

16 hours after the initial trouble ticket

7.2.4

PRTC shall provide to CSPR a single telephone number answered by competent, knowledgeable personnel trained to answer questions and resolve problems in connection with ordering and provisioning of Services offered in this Agreement. PRTC shall process and provision CSPR orders and repair requests during the same hours it provides such services to its retail customers.

7.2.5

If a PRTC installer/repairer for any reason is unable to install a service for a CSPR customer the scheduled day, he/she will call the end user at least one (1) Business Day in advance of the scheduled appointment to cancel the appointment.

7.2.6

On the Effective Date, PRTC will provide to CSPR a list of all PRTC OSS Systems currently utilized by PRTC in providing telecommunications services to customers on a retail basis. Such list shall include a detailed description of the categories of information available within each such database, the categories of PRTC

7.2.7

On or before the Effective Date, PRTC will provide to CSPR a complete and updated list (in electronic format) of all Services available for Resale and as UNEs, including the corresponding USOC codes, a description of the service, the corresponding discount or price including all NRC, MRC and moves. Moreover, PRTC will provide an updated copy of this list (with all changes from the previous list highlighted) on the first Business Day of every month titled “USOC List” and sent to ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, or such other address as provided by CSPR.

7.2.8

On or before the Effective Date, PRTC will provide to CSPR a flow chart and written description detailing the process for installation, additions, moves, changes (including, but not limited to, PIC changes), cancellations, and repair of all local reseller, UNE customer, and retail orders. PRTC will send an updated version of this chart within thirty (30) days of any material changes to these processes.

7.2.9

Within three (3) months of the Effective Date, PRTC will provide to CSPR a signed confirmation from each PRTC director responsible for performing or supporting any portion of this Agreement certifying that they and their group have received training for:

7.2.9.1

New procedures necessary to implement this interconnect agreement and all other legal or regulatory obligations.

7.2.9.2

Responsibilities of each in interacting with a CLEC and Reseller

7.2.9.3

Acceptable responses to CSPR Customers misdirected calls

7.3

CSPR Usage Information.

7.3.1

Upon request by CSPR, PRTC shall provide to CSPR Usage Information. Such CSPR Usage Information will be provided to the extent required by, Applicable Law and this Agreement.

7.4

Access to and Use of PRTC OSS Facilities.

7.4.1

PRTC OSS Facilities may be accessed and used by CSPR only to the extent necessary for CSPR’s access to and use of PRTC OSS Services pursuant to this Agreement.

7.4.2

PRTC OSS Facilities may be accessed and used by CSPR only to provide Telecommunications Services to CSPR Customers.

7.4.3

CSPR shall restrict access to and use of PRTC OSS Facilities to CSPR. This Section 7 does not grant to CSPR any right or license to grant sublicenses to other persons, or permission to other persons (except CSPR’s employees, agents and contractors, in accordance with Section 7.4.7 of this Attachment), to access or use PRTC OSS Facilities.

7.4.4

CSPR shall not (a) alter, modify or damage the PRTC OSS Facilities (including, but not limited to, PRTC software), (b) copy, remove, derive, reverse engineer, or decompile, software from the PRTC OSS Facilities, or (c) obtain access through PRTC OSS Facilities to PRTC databases, facilities, equipment, software, or systems, which are not offered for CSPR’s use under this Section 7.

7.4.5

CSPR shall comply with all reasonable and nondiscriminatory practices and procedures established by PRTC for access to and use of PRTC OSS Facilities (including, but not limited to, reasonable and nondiscriminatory PRTC practices and procedures with regard to security and use of access and user identification codes). Such practices and procedures, however, shall only apply to the extent they are consistent with this Agreement and are provided to CSPR in writing at least thirty (30) days before they become effective as to CSPR.

7.4.6

All practices and procedures for access to and use of PRTC OSS Facilities, and all access and user identification codes for PRTC OSS Facilities: (a) shall remain the property of PRTC; (b) shall be used by CSPR only in connection with CSPR’s use of PRTC OSS Facilities permitted by this Section 7; (c) shall be treated by CSPR as Confidential Information of PRTC pursuant to Section 10 of the General Terms and Conditions; and, (d) shall be destroyed or returned by CSPR to PRTC upon the earlier of request by PRTC (so long as such destruction or return does not interfere with CSPR’s rights under this Agreement to access and use such information) or the expiration or termination of this Agreement.

7.4.7

CSPR’s employees, agents and contractors may access and use PRTC OSS Facilities only to the extent necessary for CSPR’s access to and use of the PRTC OSS Facilities permitted by this Agreement. Any access to or use of PRTC OSS Facilities by CSPR’s employees, agents, or contractors, shall be subject to the provisions of this Agreement, including, but not limited to, Section 10 of the General Terms and Conditions and Section 7.5.3.2 of this Attachment.

7.5

PRTC OSS Information.

7.5.1

Subject to the provisions of this Section 7, in accordance with, but only to the extent required by, Applicable Law, PRTC grants to CSPR a non-exclusive license to use PRTC OSS Information.

7.5.2

All PRTC OSS Information shall at all times remain the property of PRTC. Except as expressly stated in this Section 7, CSPR shall acquire no rights in or to any PRTC OSS Information.

7.5.3

The provisions of this Section 7.5.3 shall apply to all PRTC OSS Information, except (a) CSPR Usage Information, (b) CPNI of CSPR, and (c) CPNI of a PRTC Customer or a CSPR Customer, to the extent the Customer has authorized CSPR to use the CPNI.

7.5.3.1

PRTC OSS Information may be accessed and used by CSPR only to provide Telecommunications Services to CSPR Customers.

7.5.3.2

CSPR shall treat PRTC OSS Information that is designated by PRTC, through written or electronic notice (including, but not limited to, through the PRTC OSS Services), as “Confidential” or “Proprietary” as Confidential Information of PRTC pursuant to Section 10 of the General Terms and Conditions.

7.5.3.3

Except as expressly stated in this Section 7, this Agreement does not grant to CSPR any right or license to grant sublicenses to other persons, or permission to other persons (except CSPR’s employees, agents or contractors, in accordance with Section 7.5.3.4 of this Attachment), to access, use or disclose PRTC OSS Information.

7.5.3.4

CSPR’s employees, agents and contractors may access, use and disclose PRTC OSS Information only to the extent necessary for CSPR’s access to, and use and disclosure of, PRTC OSS Information permitted by this Section 7. Any access to, or use or disclosure of, PRTC OSS Information by CSPR’s employees, agents or contractors, shall be subject to the provisions of this Agreement, including, but not limited to, Section 10 of the General Terms and Conditions and Section 7.5.3.2 of this Attachment.

7.5.3.5

CSPR’s license to use PRTC OSS Information shall expire upon the earliest of: (a) the time when the PRTC OSS Information is no longer needed by CSPR to provide Telecommunications Services to CSPR Customers; (b) termination of the license in accordance with this Section 7; or (c) expiration or termination of this Agreement.

7.5.3.6

All PRTC OSS Information received by CSPR shall be destroyed or returned by CSPR to PRTC, upon expiration, suspension or termination of the license to use such PRTC OSS Information.

7.5.4

Unless sooner terminated or suspended in accordance with this Agreement or this Section 7 (including, but not limited to, Section 7.6.1 of this Attachment), CSPR’s access to PRTC OSS Information through PRTC OSS Services shall terminate upon the expiration or termination of this Agreement.

7.5.5

Audits.

7.5.5.1

PRTC shall have the right (but not the obligation) to audit CSPR to ascertain whether CSPR is complying with the requirements of Applicable Law and this Agreement with regard to CSPR ’s access to, and use and disclosure of, PRTC OSS Information. Each Party may commence an audit only after providing the other Party with at least thirty (30) days’ advance written notice. The auditing Party shall be responsible for its own costs in conducting the audit and any reasonable costs incurred by the audited Party to facilitate the audit. The auditing Party shall be liable to the audited Party for any damage caused to the audited Party’s systems or property. The auditing Party shall also provide to the audited Party a detailed report of the findings obtained by the audit within thirty (30) days of the conclusion of the audit.

7.5.5.2

Without in any way limiting any other rights PRTC may have under this Agreement or Applicable Law, PRTC shall have the right (but not the obligation) to monitor CSPR ’s access to and use of PRTC OSS Information which is made available by PRTC to CSPR pursuant to this Agreement, to ascertain whether CSPR is complying with the requirements of Applicable Law and this Agreement, with regard to CSPR ’s access to, and use and disclosure of, such PRTC OSS Information. The foregoing right shall include, but not be limited to, the right (but not the obligation) to electronically monitor CSPR ’s access to and use of PRTC OSS Information which is made available by PRTC to CSPR through PRTC OSS Facilities.

7.5.5.3

Information obtained by either Party pursuant to this Section 7.5.5 shall be treated as Confidential Information pursuant to Section 10 of the General Terms and Conditions; provided that, each Party shall have the right (but not the obligation) to use and disclose information obtained pursuant to Section 7.5.5 of this Attachment to enforce its rights under this Agreement.

7.5.5.3.1

Each Party’s use of information obtained under this section must comply with Applicable Law and Section 222 of the Act.

7.5.6

CSPR acknowledges that the PRTC OSS Information, by its nature, is updated and corrected on a continuous basis by PRTC, and therefore that PRTC OSS Information is subject to change from time to time.

7.5.6.1

Where reasonably practicable, within two (2) Business Days of receiving notice from CSPR that PRTC OSS Information is inaccurate, PRTC shall correct the inaccuracy. Where it is not reasonably practicable for PRTC correct an inaccuracy within such period, PRTC will nevertheless inform CSPR of such impracticability within the same period and provide CSPR with the date that such correction will be made (with such date, except in the case of corrections requiring substantial OSS Facilities modifications, not to exceed twenty (20) calendar days from the date that PRTC received CSPR’s notice of the inaccuracy).

7.6

Liabilities and Remedies.

7.6.1

Any breach by CSPR, or CSPR’s employees, agents or contractors, of the provisions of Sections 7.4 or 7.5 of this Attachment shall be deemed a material breach of this Agreement. In addition, if CSPR or an employee, agent or contractor of CSPR at any time materially breaches a provision of Sections 7.4 or 7.5 of this Attachment and such material breach continues for more than ten (10) days after written notice thereof from PRTC, then, except as otherwise required by Applicable Law, PRTC shall have the right, upon notice to CSPR, to suspend the license to use PRTC OSS Information granted by Section 7.5.1 of this Attachment and/or the provision of PRTC OSS Services, in whole or in part for such time as the CSPR breach continues and shall restore such license promptly upon CSPR’s cure of such breach. Moreover, to the extent that CSPR, in good faith, disputes a PRTC determination of breach under this Section, PRTC may not suspend CSPR’s license unless it is so authorized by the Board or a court of appropriate jurisdiction.

7.6.2

CSPR agrees that PRTC would be irreparably injured by a material breach of Sections 7.4 or 7.5 of this Attachment by CSPR or the employees, agents or contractors of CSPR, and that PRTC shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any such breach. Such remedies shall not be deemed to be the exclusive remedies for any such breach, but shall be in addition to any other remedies available under this Agreement or at law or in equity.

7.7

Relation to Applicable Law.

7.8

Cooperation.

7.8.1

Upon request by PRTC, CSPR shall by no later than the fifteenth (15th) day of the last month of each Calendar Quarter submit to PRTC reasonable, good faith, non-binding estimates of the volume of each type of OSS transaction that CSPR anticipates submitting in the next Calendar Quarter.

7.8.2

Each Party shall reasonably cooperate with the other Party in submitting orders for PRTC Services and otherwise using the PRTC OSS Services, in order to avoid exceeding the capacity or capabilities of such PRTC OSS Services.

7.8.3

CSPR shall participate in cooperative testing of PRTC OSS Services and shall provide assistance to PRTC in identifying and correcting

7.8.4

PRTC shall by no later than the fifteenth (15^th) day of the last month of each Calendar Quarter submit to CSPR a status report regarding the PRTC OSS Systems. The report shall identify any PRTC OSS System problems, outages, planned improvements or changes, capacity issues, and any other information reasonable relevant to CSPR’s usage of the PRTC OSS Systems.

7.9

PRTC Access to Information Related to CSPR Customers.

7.9.1

PRTC shall have the right to access, use and disclose information related to CSPR Customers that is in PRTC’s possession (including, but not limited to, in PRTC OSS Facilities) only to the extent such access, use and/or disclosure: (1) has been agreed to by CSPR in writing; (2) has been authorized by CSPR and is for a specific business purpose; or (3) as required by Applicable Law. PRTC shall protect any information relating to CSPR Customers or regarding CSPR’s usage of the PRTC Operations Support Systems, PRTC OSS Services, PRTC OSS Information, or PRTC OSS Facilities as required by Applicable Law and Section 222.

7.9.2

Intentionally omitted.

7.10

PRTC may cancel orders for service which have had no activity by CSPR within thirty-one (31) consecutive calendar days after the original service due date.

8.

Poles, Ducts, Conduits and Rights-of-Way

8.1

PRTC shall afford CSPR non-discriminatory access to poles, ducts, conduits and rights-of-way owned or controlled by PRTC. Such access shall be provided to the extent required by Applicable Law and this Agreement. PRTC shall be entitled, to the extent so entitled by Applicable Law, to recover from CSPR a pro rata portion of any fees or charges assessed by any governmental entity or agency for any pole, duct, conduit or rights-of-way accessed by CSPR.

8.2

CSPR shall afford PRTC non-discriminatory access to poles, ducts, conduits and rights-of-way owned or controlled by CSPR. to the extent required by Applicable Law.

8.3

Upon request, PRTC will make available its maps, plats, and other relevant data available for inspection and copying by CSPR, subject to reasonable conditions to protect proprietary information. See Implementation of the Local Competition Provisions in the Telecommunications Act of 1996, CC Docket No. 96-98, Order on Reconsideration, 14 FCC Rcd 18049, 18086, ¶107 (1999).

8.4

Whenever PRTC claims that pole, duct, conduit, or right-of-way space is not available to CSPR, PRTC shall, within ten (10) days of such determination make available to CSPR documentation reasonably supporting such determination.

8.5

If no other space is available, PRTC shall, upon CSPR request and at CSPR’s expense, remove unused or abandoned facilities to free space within or upon PRTC poles, ducts, conduits, or rights-of-way.

8.6

PRTC shall make reasonably available to CSPR any and all information regarding PRTC rights-of-way that is reasonably available to PRTC.

9.

Telephone Numbers

9.1

This Section applies in connection with CSPR Customers served by Telecommunications Services provided by PRTC to CSPR for resale.