AGREEMENT
FOR THE SUPPLY OF
SWITCHED VOICE SERVICES
BETWEEN
FRANCE TELECOM S.A.
AND
NEWCO
1
TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION.......................................................................3
2. PURPOSE AND SCOPE....................................................................................6
3. TERM.................................................................................................7
4. SERVICE ORDERS.......................................................................................7
5. FT'S OBLIGATIONS.....................................................................................7
7. PRICING..............................................................................................8
8. PAYMENT TERMS, TAXES.................................................................................9
9. TERMINATION.........................................................................................10
APPENDIX 1-DESCRIPTION AND SCOPE OF SWITCHED VOICE SERVICES...............................................18
APPENDIX 2: KEY NETWORK ELEMENTS..........................................................................22
APPENDIX 3: INTERNATIONAL POPS............................................................................26
APPENDIX 4: LIST OF SWITCHES PER TYPE.....................................................................28
APPENDIX 5: SERVICE ORDER.................................................................................29
APPENDIX 6: ACCESS INTERFACES ON THE SWITCHES.............................................................30
APPENDIX 7: VOICE QUALITY REQUIREMENTS - SERVICE LEVEL AGREEMENTKPI'S.....................................31
APPENDIX 8: OPERATION PROCEDURES.........................................................................38
APPENDIX 9: ENHANCED VOICE PLATFORMS......................................................................39
APPENDIX 10: JOINT BUSINESS PLAN..........................................................................40
APPENDIX 11: COUNTRIES FOR INDIRECT ACCESS................................................................42
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This Agreement is made as of the Effective Date between:
(1) FRANCE TELECOM S.A., a French company having its registered office at
6, place d'Alleray, 75015 Paris, France, hereinafter referred to as
"FT"; and
(2) Newco, a company organized under the laws of the Netherlands, with its
principal office at Gatwickstraat 21-23, 1043 GL Amsterdam-Sloterdijk,
hereinafter referred to as "Newco";
Hereinafter together referred to as "the Parties" or individually to as "the
Party".
RECITALS:
(A) FT and Newco have entered into an MOU on the date of closing of the
Contribution Agreement in which they agreed that Newco will source
certain Switched Voice Services from FT.
(B) The Parties wish to further describe their obligations as described in
the MOU.
(C) Newco has requested and FT has agreed to provide Switched Voice
Services for the benefit of Newco's customers.
(D) Newco intends to cease offering switched voice services in accordance
with the terms set forth in the MOU.
(E) Newco has under separate agreement acquired Global One on the
Effective Date.
NOW, THEREFORE, in consideration of the mutual promises set forth below, the
Parties hereby agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, words with initial capitals have the meaning set out
below. Any defined term not included below has the meaning set forth in
the MOU:
"Acceptance Date" means the date on which Newco
provides FT with written
confirmation of the success of the
Acceptance Tests;
"Acceptance Tests" means the standard tests to
be carried out by Newco as modified
or amended from time to time, in
order to accept a Service; the
acceptance measurement shall comply
with the applicable ITU-T
recommendation;
"Affiliate" means, with respect to any Person,
any other Person controlled by,
under common control with, or
controlling such Person. For the
purposes of this Agreement: (a) the
term "control" means a Person's (1)
ownership, directly or indirectly,
of equity securities entitling it to
exercise in the aggregate at least
50% of the voting power of the
entity in question; or (2)
possession directly or indirectly,
of the power to direct or cause the
direction of the management and
policies of or with respect to the
entity in question, whether through
ownership of securities, by contract
or otherwise; (b) any reference to
an Affiliate of FT means any
Affiliate excluding Newco and its
Subsidiaries; and (c) any reference
to an Affiliate of Newco means a
Subsidiary of Newco.
"Agreement" means this Agreement, its Appendices
and Service Orders;
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"Committed Delivery Date" means in respect of each Service the
date agreed between FT and Newco for
delivery of Switched Voice Services
as set out in Appendix 7 and as
further specified in the Service
Orders;
"Confidential Information" means any matters confidential or
secret information or data that is
of value to the Party disclosing
such information, including
confidential or secret (a)
scientific or technical information;
(b) information relative to the
current or proposed business, sales,
and marketing plans of the Party
disclosing such information and
financial information related
thereto; (c) drawings, designs,
computer programs and software
devices; (d) costs and pricing
information; and (e) the contents of
this Agreement, provided, however,
the term "Confidential Information"
shall not include any information
that (i) is now in or subsequently
enters the public domain through
means other than direct or indirect
disclosure by either Party in
violation of the terms of this
Agreement; (ii) is already in the
possession of the Party receiving
such information free of any known
confidential obligation to any other
party; or (iii) is lawfully
communicated to the Party receiving
the information by a third party,
free of any known confidential
obligation, subsequent to the time
of communication thereof by, through
or on behalf of the other Party;
"Contribution Agreement" means this Agreement of that name,
dated 19 November 2000 between
France Telecom S.A., Atlas
Telecommunications S.A and Newco;
"Credits" means the rebates available to Newco
in the event that FT fails to comply
with the SLA as set out in Appendix
7 ;
"Data Protection Directives" means the European Union Directive
entitled "Directive 95/46/EC of the
European Parliament and of the
Council of 24 October 1995 on the
protection of individuals with
regard to the processing of personal
data and on the free movement of
such data" and the European Union
Directive entitled "Directive
97/66/EC concerning the processing
of personal data and the protection
of privacy in the telecommunications
sector" and any future European
Union directives relating to data
protection;
"Effective Date" means the date of Closing of the
Contribution Agreement (as such term
and process is defined therein);
"Force Majeure" means events outside the reasonable
control of the Parties, including
acts of God, fire, flood, or other
natural catastrophes; any law,
order, regulation or request of
governmental authorities of
competent jurisdiction, national
emergencies, insurrections, riots,
wars, or strikes, lock-outs, work
stoppages or other labour
difficulties (except with respect to
employees of the Parties and their
respective Affiliates), power
failures, or severe weather
conditions;
"Global One" or "GO" means Global One Communications
World Holding B.V. and Global One
Communications Holding B.V. and
their Affiliates immediately prior
to the Effective Date;
"Delivery Date" means in respect of each Service the
date on which FT receives written
confirmation from Newco of the
success of the Acceptance Tests;
"Indirect Access" means call collections from customer
premises to a POP, supported by
regular PSTN access network
(incumbent carrier) under licensed
based interconnect agreements with a
PTO. The PTO is collecting calls and
routing them to FT closest POP.
Indirect Access covers Call by Call
(using a
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carrier code assigned to
the licensed party) or carrier
pre-select (also called equal access
whereby the PSTN trunk from customer
equipment is flagged to the licensed
party); the list of countries where
Indirect Access is provided is set
out in Appendix 11;
"Initial Term" means the minimum term of a Service
Order or this Agreement, as the
context requires;
"Intellectual Property Rights" means any letters patent, patented
articles, patent applications,
designs, trade marks, service marks,
trade or business names, domain
names, copyrights, database rights,
inventions whether or not capable of
protection by patent or registration
and know-how, whether registered or
unregistered and including
applications for the grant of any
such rights of the foregoing
descriptions and all rights or forms
of protection having equivalent or
similar effect anywhere in the
world;
"Joint Business Plan" means the document
agreed between the Parties in
application of the MOU and attached
as Appendix 10.
"Material Default" means (a) a Party's breach of any of
the material terms or conditions of
this Agreement including the failure
to make any payment when due; (b)
insolvency, bankruptcy, receivership
or dissolution or any similar
proceedings initiated by or against
a Party or a material portion of its
assets, in any jurisdiction; or (c)
the execution by a Party of an
assignment for the benefit of
creditors or any other transfer or
assignment of a similar nature (it
being understood that the execution
of any third party financing
agreement(s) shall not constitute a
Material Default);
"MOU" means the Memorandum of
Understanding for Switched Voice
Services signed by the Parties June
28, 2001.
"Network" means the network comprised of voice
switches previously owned by Global
One which are listed in Appendix 4
and related voice equipment,
excluding such switches and
equipment located in Russia, used by
FT to provide the switched voice
services prior to the Effective
Date;
"Newco " means Equant and its Affiliates;
"Person" means any individual, corporation,
joint venture, unincorporated
syndicate, unincorporated
organisation, trust, trustee,
executor, administrator or other
legal representative;
"Personal Data" means all data and other information
constituting personal data in
respect of which employees or
customers of a Party are data
subjects which are processed by the
other Party in connection with this
Agreement and which is not processed
by such Party as a result of an
agreement directly between itself
and the other Party's employees or
customers, whether that data or
information is in oral, visual or
written form or is recorded in any
other medium. For the purposes of
this definition, "data subject" and
"processing" have the meaning given
to those terms by the Data
Protection Legislation and
"processed" will have a
corresponding meaning;
"Point of Presence" or "POP" means Global One POPs as listed in
Appendix 3 as amended from time to
time;
"Service Agreement" means the service agreement relating
to switched voice miscellaneous
services entered into by the Parties
as of the Effective Date;
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"Service Level Agreement" or SLA means the document attached
as Appendix 7;
"Service Order" means an order for Switched Voice
Services placed with FT in the
format as substantially as set out
in Appendix 5;
"Sites" means premises owned or under the
control of Newco and its Affiliates
where the POPs listed in Appendix 3
are located;
"Switched Voice Services" means switched voice
products and services provided by FT
to Newco over the Network as more
fully described in Appendix 1;
"Subsidiary" means, with respect to any Person,
any other Person controlled by such
Person.
"Sub-Contractor" means a Person to whom any products
or Switched Voice Services may be
sub-contracted pursuant to any
Agreement, being either (a) any
Affiliate of Party; or (b) any other
third party; or (c) any
sub-contractor of any of the Persons
specified in (a) or (b) above;
"Working Day" means local business days 8.30
am to 6.30 pm local time excluding
bank and public holidays in the
countries in which the relevant
Sites are located.
1.2 The terms defined above include the plural as well as the singular.
Unless otherwise expressly stated, the words "herein", "hereof", and
"hereunder" and other words of similar import refer to this Agreement
as a whole and not to any particular Article, Section, provision or
paragraph. "Article", "Section" and "Annex" references refer to
articles and sections of, and annexes to, this Agreement. The words
"include" and "including" shall not be construed as terms of
limitation. The words "day", "month", and "year" mean, respectively,
calendar day, calendar month and calendar year, and the words "writing"
or "written" mean preserved or presented in retrievable or reproducible
form, whether electronic (except for voice mail) or hard copy, unless
otherwise stated herein. The word "or" shall mean "and/or" unless the
context specifically requires otherwise. Any amounts expressed in
dollars or preceded by "$" shall refer to United States dollars, unless
specified otherwise. The headings used in this Agreement are included
for convenience only and are not to be used in construing or
interpreting this Agreement.
1.3 References to "Parties" in this Agreement means FT, Newco and each of
such Party's Affiliates which will either be supplying products or
Switched Voice Services under this Agreement and references to a
"Party" means either (a) FT or the relevant FT Affiliate; or (b) Newco
or the relevant Newco Affiliate, as the context requires, and such
terms as "each", "either", "both", "the" or "neither" prefacing the use
of the words "Party" or "Parties" shall be construed accordingly.
1.4 References to "FT" and "Newco " mean respectively France Telecom S.A.
and Newco except (a) where the reference is in the context of the
supply of any product or service where the reference will be to the
relevant Affiliate; or (b) where the reference is to the granting of
any Intellectual Property Right where the reference is to the Affiliate
owning such rights or having contractual rights to licence same.
1.5 Execution of this Agreement is subject to the approval of Equant's
Independent Directors, in accordance with Equant's Articles of
Association and the Contribution Agreement.
2. PURPOSE AND SCOPE
2.1 This Agreement sets out:
(a) the scope of the Switched Voice Services to be provided to
Newco, subject to Service Orders, and the terms and conditions
which will govern such provision of Switched Voice Services;
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(b) the countries in which the Switched Voice Services will be
provided;
(c) the intention of Newco to cease providing its switched voice
products;
(d) the obligation of Newco to migrate all switched voice services
over to the Network or to voice-over-data solutions by the end
of the Transition Period; and
(e) the Joint Business Plan, which the Parties have agreed to
follow for the purpose of closing down Newco's switched voice
businesses.
2.2 This Agreement excludes Switched Voice Services in Russia.
2.3 The Transition Period shall extend to the end of 2005. This Section
supercedes and replaces the definition of Transition Period contained
in the MOU.
2.4 Nothing herein shall be interpreted to restrict in any way Newco's
right to provide voice services on any platform or technical solution
other than a switched voice platform, or on a switched voice platform
on an exceptional interim basis prior to migration to VOIP if FT is
unable to provide Switched Voice Services for any reason whatsoever.
3. TERM
3.1 This Agreement shall be effective as from the Effective Date and will
continue for an initial term of 36 months ("Initial Term"), unless
terminated earlier pursuant to Section 9.
3.2 Following this 36-month period, the Agreement will be automatically
extended for 6 months terms unless either Party provides the other with
3 months notice of its intention to terminate this Agreement.
3.3 The Parties will enter into annual good-faith discussions to review the
terms of this Agreement.
3.4 Notwithstanding Section 3.1, this Agreement will continue in full force
and effect until the date of expiry of all Service Orders.
4. SERVICE ORDERS
4.1 Services shall be provided pursuant to a Service Order agreed between
the Parties.
4.2 Each Service Order duly completed shall come into force on its date of
signature by both Parties.
4.3 Each Service Order shall state on the Service Order Form the Initial
Term for which the Services shall be provided. This Initial Term shall
start as from the Acceptance Date. The term of the Service Orders shall
be limited to the duration of the agreed Transition Period defined in
Section 2.
4.4 FT shall be entitled to terminate or reject any Service Order FT shall
give Newco as much notice of such termination as is possible under the
relevant circumstances.
4.5 Each Party shall be entitled to cancel or amend a Service Order subject
to the Change Control Procedure.
4.6 FT shall be entitled to reject or delay implementation of any Service
Order, in its sole discretion, if it is unable to provide any Switched
Voice Service for regulatory or legal reasons or due to unavailability
of infrastructure in any country.
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5. FT'S OBLIGATIONS
FT agrees:
(a) to provide Newco with Switched Voice Services in accordance
with the provisions of this Agreement and the Service Orders,
in particular Appendix 1 and Appendix 7;
(b) to comply with all relevant local, national and supranational
laws and telecommunications regulations in each jurisdiction
in which it provides Switched Voice Services to Newco;
(c) to comply with all other of its obligations specified in this
Agreement and in the applicable Service Orders; and
(d) to comply with the obligations set forth in the Joint Business
Plan attached as Appendix 8
6. NEWCO'S OBLIGATIONS
Newco agrees:
(a) to pay FT the Charges provided for in this Agreement and in
the Service Orders in accordance with the provisions of
Section 8;
(b) to provide FT with all reasonable assistance to enable Newco
to carry out its obligations under this Agreement and the
Service Orders;
(c) to comply with all other of its obligations specified in this
Agreement and in the applicable Service Orders;
(d) to comply with all relevant local, national and supranational
laws and telecommunications regulations in each jurisdiction
where the Switched Voice Services are rendered.
(e) to comply with the obligations set forth in the Joint Business
Plan attached as Appendix 10.
7. PRICING
7.6 Billing principles
7.6.1 Traffic volumes measured by FT will be the reference for billing.
Billable calls are efficient (i.e. answered) calls. The billable
traffic volume information is derived from the Call Detail Records
(CDR) produced by the switches, or enhanced voice service platforms
when appropriate, managed/pre-processed by IS tools within Newco and
processed by FTLD billing applications.
7.6.2 Billing will be done on a monthly basis.
8. PAYMENT TERMS, TAXES
8.1 Currency of invoices and payment will be in Euros.
8.2 All Charges shall be payable within 60 days of the date of the invoice
to which the payment relates, subject to Section 8.5, unless otherwise
expressly stated in this Agreement.
8.3 The prices have been quoted exclusive of any taxes, levies, duties,
withholding taxes or similar charges, direct or indirect which could be
levied as a result of the execution of the Agreement.
8.4 All taxes, withholding taxes, levies and duties, including VAT,
turnover tax, excise tax, sales tax or any other taxes or charges of
whatever nature, direct or indirect, existing or to be created, other
than taxes measured on FT income (corporate income tax) relating to the
supply of the Switched Voice Services or of any services as provided
under this Agreement shall be paid and borne by Newco.
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In the event that FT would be obliged to pay such above mentioned
taxes, levies, duties and in particular withholding taxes, the amount
of taxes paid will be deducted by FT from the amounts due under this
Agreement. In the event that the taxes so paid exceeds the amounts due
to Newco, Newco shall reimburse the said amounts of tax or charge so
levied, in the same currency, within 30 (thirty) days after submission
of the relevant documents.
8.5 Newco shall be entitled on reasonable grounds to dispute any invoice.
In such case, Newco shall give FT notice within 30 days of receipt of
the disputed payment, specifying the disputed amount, together with
such supporting documentation as shall be necessary to substantiate its
claim. The Parties shall co-operate to resolve the dispute in an
expeditious manner and in any event within 45 days. No claims shall be
valid if such notice and documentation is not delivered within such 30
day period. In no event shall either Party withhold any part of any
invoice, which is not the subject of a bona fide dispute. If the
dispute is not resolved within the above prescribed period, it shall be
referred to the Steering Committee.
8.5 All amounts due hereunder that are not paid when due, including any
amount disputed by Newco which is subsequently determined to be due to
FT, shall accrue extended payment interest at the rate per annum of 2%
above the 3-month Euribor rate in effect from time to time calculated
on a daily basis from the date on which payment became due to the date
such payment is received by FT or the highest rate applicable by law,
whichever is the lesser.
9. TERMINATION
9.1 Either Party shall be entitled to terminate this Agreement or any
Service Order in accordance with Sections 16 or 19.8.
9.2 In the event of a termination of this Agreement pursuant to Section
9.1, the Parties shall agree on a transition plan that enables Newco to
migrate its customers from the Network, with a time limit of six
months. The Parties shall continue to co-operate at all times during
the transition period and agree that the terms and conditions of this
Agreement shall continue to govern such migration, as applicable.
10. RELATIONSHIP MANAGEMENT AND DISPUTE RESOLUTION
(a) Steering Committee
The Parties agree to set up a steering committee ("Steering Committee")
in charge of the execution of this Agreement and to act in the event of
a disagreement on the execution or the interpretation of this
Agreement. Each Party shall appoint a senior representative to the
Steering Committee having sufficient authority and powers to bind the
Parties in relation to such disputes. The Steering Committee shall meet
each time one of the Parties so requires and in addition at least twice
a year (whether in person or otherwise). The minutes of the Steering
Committee shall be drafted by the Parties as soon as practicable but
not later than 14 days after the date of any meeting and be amended and
finally approved by exchange of e-mails.
(b) Annual Review
Through the Steering Committee, the Parties shall conduct a formal
review of the performance of this Agreement once in each 12 month
period. Such review shall include services, support, pricing, and
customer issues.
(c) Dispute Resolution
(i) If a Party ("the Disputing Party") wishes to invoke the
dispute procedure specified in this Section 10 it shall as
soon as reasonably practicable notify its representatives of
the Steering Committee of such dispute. The Disputing Party
shall include with such notice all relevant details including
the nature and extent of the dispute;
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(ii) following a notification under the Section 10(c)(i), the
representatives shall convene the Steering Committee which, in
good faith shall use all reasonable endeavors to resolve the
dispute. If no agreement is reached at the level of the
Steering Committee, the dispute may be escalated by any of the
Parties to the level of the Executive Boards of the Parties.
If a Party escalates a dispute, it shall record for the
benefit of the next level all relevant details including what
is agreed and what is not agreed concerning the dispute;
(iii) no change to a representative shall be effective until it has
been notified to the other Party;
(iv) the above procedures are without prejudice to any other rights
and remedies that may be available in respect of any breach of
any provision of this Agreement;
(v) all disputes arising under or in connection with this
Agreement which cannot be settled through the dispute
resolution procedure set forth herein shall be finally settled
by a board of 3 arbitrators in accordance with the Rules of
Conciliation and Arbitration of the International Chamber of
Commerce. The arbitration shall take place in the Netherlands
and all proceedings shall be in the English language. The
decision reached by the arbitrators shall be final and either
Party may seek to have the arbitral award enforced by any
court of competent jurisdiction;
(vi) each Party shall have the right to seek injunctive relief from
any court of competent jurisdiction pending the establishment
of the arbitral tribunal, injunctive relief in aid of
arbitration or to protect the rights of such Party. Any
request for such interim relief by a Party shall not be deemed
incompatible with, or a waiver of, this agreement to
arbitrate.
11. CONFIDENTIALITY, PUBLIC ANNOUNCEMENTS
11.1 All Confidential Information shall be deemed the proprietary and
confidential information of the disclosing Party and shall be used by
the other Party only in accordance with this Agreement. Each Party
shall be responsible for the performance by its respective Affiliates
of the obligations under this Section 11 with respect to Confidential
Information.
11.2 With respect to all such Confidential Information, the receiving Party
shall:
(i) receive and hold such Confidential Information in confidence
and in the same manner the receiving Party treats its own
proprietary or confidential information;
(ii) restrict disclosure of such Confidential Information solely to
those employees, advisers and consultants with a need to know
in connection with the performance of this Agreement or the
business of the Parties and not make any further use or
disclosure without the prior written permission of the
disclosing Party;
(iii) advise those employees, advisers and consultants, given access
to such Confidential Information of their obligations with
respect to such information; and
(iv) not copy nor reproduce any of such Confidential Information
except to the extent necessary to perform this Agreement.
11.2 If either Party becomes subject to a mandatory requirement of any
judicial, governmental or regulatory authority having jurisdiction over
such Party to disclose Confidential Information, such Party shall give
the Party, which disclosed such Confidential Information, notice as
soon as practicable of such disclosure obligation and shall take any
reasonable and lawful steps to limit the amount of Confidential
Information to be disclosed.
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11.3 All such Confidential Information disclosed by any Party to the other
in tangible form shall, upon the request of the disclosing Party, and
in any event upon termination of this Agreement, be returned to it or
destroyed.
11.4 Neither Party shall be liable to the other in damages for inadvertent,
accidental, unauthorised, or mistaken disclosure by its employees of
Confidential Information obtained pursuant to this Agreement.
11.5 The provisions of this Section 11 shall survive the termination or
expiration of this Agreement for a period of 5 years following such
termination or expiration.
11.6 No Party shall make any public announcement with respect to any
Agreement, without the prior written consent of FT and Newco.
12. LIABILITY
12.1 Neither Party shall be liable to the other for consequential, indirect,
exemplary or special damages, including damages for lost profits,
revenue, opportunity, damage to or loss of data or other economic loss,
regardless of the form of action whether in contract, indemnity,
warranty, strict liability, or tort, including negligence, with regard
to their performance or non-performance under this Agreement, or the
provision of any products, services or other conduct under this
Agreement.
12.2 Each Party providing products, services or support under this Agreement
shall use reasonable efforts to provide its products, services or
support in accordance with the terms and conditions of this Agreement.
However, except in respect to any service level arrangements that may
be agreed, neither Party shall guarantee to the other that the products
or services provided by such Party shall not be affected by any delay,
interruption, breakdown or failure or by any failure in or breakdown of
such Party's transmission facilities associated with such products or
services, provided that in each case, such event was not caused by a
Material Default of such Party in the execution of its contractual
obligations and that the providing Party shall exert all efforts to the
best of its abilities, to mitigate the consequences of such event for
the other Party.
12.3 Notwithstanding anything in this Agreement, neither Party shall be
liable to the other for any claims arising out of a breach in the
privacy or security of communications transmitted over such Party's
facilities, unless such breach in the privacy or security of such
communications is a result of the willful misconduct of such Party.
12.4 Except for (a) claims arising from death or personal injury (for which
no limit applies); (b) claims arising from breach of third party
Intellectual Property Rights; (c) unpaid invoices; (d) credits under
any service level agreements; or (e) claims arising from breach of
confidentiality, the Parties cumulative liability for damages under
this Agreement, for any cause whatsoever, and regardless of the form of
action, whether in tort or contract, shall be limited to the lesser of
Euros 7,500,000 per event, or series of connected events, or the amount
invoiced for the purchase of the products or services to which the
claim relates, by either Party during the 12 month period immediately
prior to the occurrence of the event that gave rise to the cause of
action.
13. INDEMNIFICATION
13.1 Except as otherwise provided herein, Newco and France Telecom S.A. (on
behalf of themselves and their respective Affiliates) (each an
"Indemnifying Party") hereby agree to defend, indemnify and hold the
other Party, its Affiliates and their respective directors, officers,
employees, and/or subcontractors harmless from and against any and all
claims, actions or demands against the other Party, its Affiliates and
their respective directors, officers, employees and/or subcontractors
and from and against any and all damages, liabilities and expenses,
including defence costs and legal fees, for injury to or death of any
person and for loss of or damage to any and all real or personal
property, whether tangible or intangible,
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arising out of the willful misconduct or negligent acts or omissions of
the Indemnifying Party or its appointed agents, distributors and
representatives, related to the Indemnifying Party's performance or
non-performance of its obligations under this Agreement, including the
Indemnifying Party's sale of products, or performance of services,
dealings with customers, or any representation, act or omission made by
the Indemnifying Party.
13.2 If notified in writing of any action brought against the Indemnified
Party based on a claim that the Software or any equipment provided by
the Indemnifying Party to the Indemnified Party as an integral part of
any product or service infringes any Intellectual Property Right, the
Indemnifying Party shall defend any such action at its expense and
shall pay any and all fees, costs or damages that may be finally
awarded in such action and/or settlement thereof, provided that the
Indemnified Party gives the Indemnifying Party reasonable assistance to
defend and/or settle such claim. In the event that an injunction,
whether temporary or permanent, is obtained against the Indemnified
Party prohibiting use of the Software or equipment provided to the
Indemnified Party as an integral part of any product or service, or any
part thereof, by reason of such infringement, the Indemnifying Party
shall, at its option, either: (a) at the Indemnifying Party's expense,
procure the right for the Indemnified Party to continue using the
product or service; or (b) replace or modify such product or service so
that it is non-infringing; or (c) if the foregoing alternatives are not
feasible, the Indemnified Party shall, upon notice from the
Indemnifying Party, cease to use such product or service.
13.3 Notwithstanding Section 13.2 above, the Indemnifying Party shall have
no obligation to defend the Indemnified Party or to pay costs, damages,
or legal fees for any claim based upon (a) use of other than a current
unaltered release of the Software which is provided as part of the
product or service, if such infringement would have been avoided by the
use of a current unaltered release of such Software (subject to its
provisioning by the Indemnifying Party); (b) the combination,
operations or use of any Software furnished under this Agreement with
Software or products not supplied by the Indemnifying Party, if such
infringement would have been avoided by not combining, operating or
using such Software with other programs or data; or (c) use of such
Software other than with any equipment, products or services provided
under this Agreement.
14. FORCE MAJEURE
14.1 Neither Party shall be liable for failure to perform its obligations
hereunder due to Force Majeure.
14.2 In the event that either Party is unable to perform any of its
obligations under this Agreement due to Force Majeure, the
non-performing Party shall immediately give notice to the other Party
and do everything reasonably possible to remedy the condition and
resume performance as soon as possible.
14.3 Upon receipt of such notice, the obligations under this Agreement which
the affected Party is unable to perform because of such condition shall
be suspended for so long as such condition exists and the relevant cure
periods hereunder shall be extended for the period of time that such
condition exists. Such affected Party will use all commercially
reasonable efforts, including the use of alternative sources,
work-around plans or other means, to overcome such event of Force
Majeure as quickly as possible, and will keep the other Party informed
of the results of such efforts on a regular basis. Such Party shall
promptly notify the other of the termination of the event of Force
Majeure, and when performance by such Party of the obligation excused
by such event of Force Majeure will recommence.
14.4 Notwithstanding Section 14.3, either Party shall be entitled to
terminate any Service Order if the Switched Voice Services under such
Service Order are not performed in full for 30 consecutive days due to
an event of Force Majeure.
12
15. INSURANCE
Each Party shall maintain throughout the term of this Agreement at
least the following insurance coverage for itself, its officers,
employees and any contractors and subcontractors, agents and
representatives permitted to perform services on behalf of that Party
in accordance with this Agreement: (i) all insurance coverage not
specifically listed below that are required by the law of the local
jurisdiction of any location to conduct business lawfully within the
jurisdiction; (ii) general liability insurance of not less than Euros
10,000,000 per occurrence covering property damage, bodily injury and
death, and including coverage for loss from products, completed
operations and contractual liability; and (iii) commercial automobile
liability insurance with limits of not less than Euros 10,000,000.
16. CHANGE OF CONTROL
Either Party shall be entitled to terminate this Agreement at its
discretion on 60 days prior notice to the other Party, if France
Telecom's interest in the voting stock of Newcofalls below 34%.
17. NOTICES
All notices, demands, or requests which may be given by any Party to
the other Party shall be in writing in the English language and shall
be deemed to have been duly given (a) on the date of dispatch when
delivered in person; (b) one day after dispatch when sent by overnight
courier, maintaining records of receipt; and (c) on the date of
dispatch when sent by registered mail or facsimile during normal
business hours with telephone confirmation of receipt and addressed as
follows:
If to Newco: Equant N.V.
Gatwickstraat 21-23,
1043 GL Amsterdam-Sloterdijk
Attention: Raoul Roverato
With a copy to:
The General Counsel or his appointed delegate (as notified to FT)
If to FT: FTLD
246 rue de Bercy
75884 Paris cedex 12
Attention: VMP - Francois Ravel
With a copy to:
Legal Department.
The address, to which such notices, demands, request, elections, or
other communications given by either Party, may be changed by written
notice given by such Party to the other Party pursuant to this Section.
18. CHANGE CONTROL PROCEDURE
18.1 The Parties recognize that this Agreement may need to be varied on a
regular basis. Accordingly the Parties agree to the following change
control procedure:
(a) for operational changes to any Switched Voice Services
performed, the terms of the relevant Service Order will apply;
(b) for all other changes, the Parties shall effect such changes
by entering into supplemental agreements to this Agreement
which shall only be effective upon signature by authorized
signatories of the Parties.
13
19. MISCELLANEOUS
19.1 Governing Law
The construction, performance, validity and remedies for breach of this
Agreement shall be governed by English law.
19.2 Relationship between the Parties
This Agreement is made between independent contractors and is not
intended to create, nor shall it be construed to be, a partnership,
franchise, or other form of business relationship, except as otherwise
provided herein. No Party shall have, nor hold itself out as having,
any right, power or authority to assume, create, or incur any expenses,
liability, or obligation on behalf of another Party, except as
expressly provided in this Agreement.
19.3 Successors
This Agreement shall be binding upon the Parties and their respective
permitted successors and assigns.
19.4 Assignment, Sub-Contractors
Neither this Agreement, nor the rights, obligations or duties of either
Party under this Agreement may be assigned or delegated to any other
Person without the prior consent of Newco or FT (as the case may be),
provided, however, that a Party may, without the other Party's consent,
but with notice, assign or delegate all or part of its right and
obligations under this Agreement, to an Affiliate of such Party,
providing that the assigning Party shall continue to be liable for the
performance of its obligations hereunder. FT shall be entitled to
subcontract any of its obligations to Sub-Contractors, provided that FT
shall accept liability for the acts and omissions of any
Sub-Contractor.
19.5 No Waivers
No waiver of any provisions of this Agreement and no consent to any
default under this Agreement shall be effective unless the same shall
be in writing and signed by or on behalf of the Party against whom such
waiver or consent is claimed. No failure of either Party to strictly
enforce any term, right, or conditions of this Agreement shall be
construed as a waiver of such term, right or condition.
19.6 No Licenses
Except as expressly set forth in this Agreement, no licenses or other
rights of use of any patents, copyrights, trade secrets, trade names,
trademarks, service marks or other proprietary rights are granted by
this Agreement.
19.7 Warranties
Each Party represents and warrants that:
(a) it has the full authority to perform its obligations under
this Agreement and that the person executing this Agreement on
behalf of such Party has the authority to bind it;
(b) it shall comply with all applicable laws, licenses and
regulations in carrying out its obligations under this
Agreement and shall conduct its business and represent the
other Party in a professional, ethical, legal and businesslike
manner, and shall commit no act which would reflect
unfavorably on the other.
19.8 Material Defaults
Either Party may terminate this Agreement in the event of a Material
Default by the other Party, provided that:
14
(a) the non-defaulting Party gives the defaulting Party at least
60 days prior written notice of the alleged Material Default
and of the notifying Party's intention to terminate, or 30
days prior written notice in the case of the defaulting
party's failure to make any payment when due; and
(b) for events of Material Default that are capable of being
remedied within the relevant period specified above, the
defaulting Party has not remedied the alleged Material Default
within that period.
19.9 Regulatory
The performance of this Agreement by the Parties is subject to all
applicable existing and future laws, rules, and regulations of any duly
constituted governmental authority having jurisdiction, and is
contingent upon the obtaining and continuance of such approvals,
consents, governmental authorization, licenses and permits as may be
required or deemed necessary for this Agreement by the Parties.
19.10 Data Protection
In performing its obligations under this Agreement, the Parties shall
comply with the Data Protection Legislation and in particular shall (a)
take appropriate technical and organizational measures against the
unauthorized or unlawful processing of Personal Data and against actual
loss or destruction of, or damage to, the Personal Data, having regard
to the state of technological development and the cost of implementing
any measures, the measures must ensure a level of security appropriate
to the harm that might result from unauthorized or unlawful processing
or accidental loss, destruction or damage and the nature of the
Personal Data; and (b) not export from any country within the European
Economic Area any Personal Data to any country outside of the European
Economic Area without the other Party's prior consent.
19.11 Severability
In the event a court or other lawful authority of competent
jurisdiction declares that any one or more of the provisions contained
herein to be invalid, illegal or unenforceable in any respect, such
declaration shall not affect the validity or enforceability of any
other provision of this Agreement, provided that if necessary to
maintain the intent of the Parties, the Parties shall negotiate in good
faith to amend this Agreement to replace the invalid, illegal or
unenforceable provision with an enforceable provision which reflects
such intent as closely as possible.
19.12 Third Party Beneficiaries
Except as otherwise expressly stated herein, nothing in this Agreement
shall be construed as conferring any rights or benefits upon any Person
whom or which is not a Party to this Agreement. The Contracts (Rights
of Third Parties) Act 1999 and any other legislation in any
jurisdiction applicable to this Agreement that confers contractual
rights on third parties, is hereby excluded to the fullest extent
permitted by law.
19.13 Entire Agreement
This Agreement, including its Appendices, and the Service Orders
together constitute the entire agreement between the Parties with
respect to the subject matter dealt with in this Agreement and
supersede all prior oral or written agreements, representations
(innocent or negligent), statements, negotiations, understandings,
proposals relating to such subject matter between the Parties.
19.14 Priority of Documents
If there is any inconsistency between any of the provisions of the body
of this Agreement and any Appendix or Service Order, the body of this
Agreement shall prevail, unless otherwise expressly stated in the body
of this Agreement.
15
19.15 Audit
Each Party shall have the right, through an independent auditor
retained by it or by itself, to inspect records of the other Party for
the sole purpose of verifying the accuracy of the invoices and
statements exchanged between the Parties for payment, provided that
each Party shall be subject to no more than one such audit per year.
Audits shall be allowed only after the giving of reasonable notice and
only where an audit is conducted at a reasonable time. Any agent who
may conduct an audit on behalf of a Party shall execute a
confidentiality undertaking if required by the Party whose records are
being audited.
19.16 Survival of Terms
The following Sections of this Agreement will survive its termination
or expiry:
Section 10(c) (Dispute Resolution);
Section 11 (Confidentiality of Agreement, Public Announcements);
Section 12 (Liability);
Section 13 (Indemnification);
Section 19.2 (Relationship of Parties);
Section 19.5 (No Waivers);
Section 19.11 (Severability);
Section 19.12 (Third Party Beneficiaries);
Section 19.14 (Priority of Documents);
Section 19.16 (Survival of Terms).
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed.
16
APPENDIX 1- DESCRIPTION AND SCOPE OF SWITCHED VOICE SERVICES
1. SCOPE OF SWITCHED VOICE SERVICES
1.1 ELEMENTS
The elements of Switched Voice Services to be provided to Newco under
this Agreement are:
1.1.1 management and routing of voice traffic over the Network from
one POP to another POP ("POP to POP traffic");
1.1.2 management and routing of voice traffic from a POP to an end
destination ("POP to end traffic"). This service element
includes the "termination" of the traffic, usually via a local
PSTN or other supplier.
1.2 KEY SERVICE ELEMENTS
The key elements of the Switched Voice Services are as described in the
following Sections and illustrated in schemes 2a, 2b and 2c.
1.2.1 BASIC SERVICE
Basic Service comprises:
(a) management of all traffic and optimization of its
routing in terms of cost and quality ("Best Choice
Routing"),
(b) implementation, change management and maintenance of
Switch configurations.
A common planning of customer access activities will take
place between Newco and FT, to ensure that Newco's lead-time
objectives for customer provisioning and change management are
met.
Newco will be responsible for and will manage Newco customer
relationships, product management, sales and marketing, global
customer service centres, customer network implementation and
change management, Newco customer billing operations, customer
information system development and operation.
Newco will be responsible for the provision of Newco customer
access (via dedicated, switched, PSTN, mobile, IP and domestic
or international toll free service (ITFS), as well as possibly
through partners such as Affiliated National Operators
(Affinos), and manages this function, except for indirect
access as described in Section 1.2.3 of this Appendix.
The various access methods are illustrated in scheme 2c.
The PoPs are listed in Appendix 3. Appendix 4 provides the
detailed list of switches located in these PoPs. Access
interfaces on the switches are provided in Appendix 6.
The overall list of POPs may evolve and be reduced as a result
of Network restructuring efforts without affecting Service
Orders in force.
1.2.2 VALUE ADDED SWITCHED VOICE SERVICES
Value Added Switched Voice Services include IN Switched Voice
Services and more advanced voice service capabilities such as
CLI, Network-Interactive Voice Response
17
"N-IVR" and Intelligent Contact manager "ICM". Such value
added services are currently solely offered by Newco to its
customers and not offered by FT to other FT customers. Until
an alternative solution is available, the added value services
shall be carried on top of the switched voice backbone network
operated by FT.
For the value added switched voice services offered by Newco
to its customers, Newco will be responsible for the services
and for the specific key network elements such as IN
Platforms, call routers, network IVR/VRU and ICM equipment and
any Newco customer specific application running on the IN
Platforms.
Newco will consolidate all the functions related to the
operations, the maintenance and the provisioning of all the
value added platforms (as listed in Appendix 9) supporting the
value added services. More precisely, Newco will take over the
monitoring and the fault management of all IN & N-IVR
platforms, the after hours monitoring of the NCM/ICM platform,
and all table/translations activities on the SCP which are
performed by FT on behalf of Newco.
The dedicated Lan-to-Lan network "VRU-Net" (allowing IP
connectivity between SCP/IN, N-IVR, and ICM) and the dedicated
customer Lan-to-Lans (allowing IP connectivity between central
ICM and the Peripheral gateways located at customer premises)
will also be the full responsibility of Newco.
This transfer of activities is not affecting FT
responsibilities and related activities of the "basic
service". While Newco will provide table fill for the value
added platforms, any related switch table fill and activity
will still be processed through FT.
The transition plan should be developed and agreed between the
Parties by June 1st, 2002. It will include the transfer of
network management systems related to the SCP/IN, N-IVR and
ICM to Newco premises and the corresponding transfer of
knowledge. The effective hand-over date of the activities must
be mutually agreed between FT and Newco.
1.2.3 INDIRECT ACCESS
(a) The MOU provides that generally, Newco is responsible
for access services, and Indirect Access is a part of
access services. FT has however committed to assume
responsibility for certain activities and the supply
of certain technical features.
(b) FT shall be responsible for the signaling, numbering
plan, day to day capacity planning, monitoring and
trouble shooting procedures relating to Indirect
Access.
(c) FT will be responsible for directing and managing all
negotiations with PTOs for Newco for Indirect Access
to and will exercise best efforts to have all
necessary agreements in place for Indirect Access.
(d) FT shall be responsible for development and
implementation of technical solutions necessary to
ensure regulatory compliance for existing and future
Switched Voice Services (including number
portability).
2. MAINTENANCE AND CHANGES TO THE SWITCHED VOICE SERVICES
(a) MAINTENANCE OF THE SWITCHED VOICE SERVICES
FT will be in charge of maintaining and operating the
Switched Voice Services and will bear the costs as
defined in the Joint Business Plan.
These activities would include but not be limited to:
18
- Engineering & planning for all switching network
elements of the Network.
- Switches translations for circuit expansion &
routing changes
- Switches & Inter-machine Trunks dimensioning
- Signaling network planning, engineering &
maintenance
-Centralized monitoring of the voice Network
(B) CHANGES TO SWITCHED VOICE SERVICES
At any time during this Agreement, changes to the
Switched Voice Services, according to the principles
defined in the Joint Business Plan, may be initiated
by either Party following the Change Control
Procedure set out in Section 18 which will cover at
least the following steps:
- A formal written change request will be
provided by the Party requesting the change.
This request will contain the description of
the change, the required date for
implementation and volume indications if
appropriate'
- A joint feasibility study, including a
business case will be carried out by the
Parties.
- A formal written answer to the change
request will be provided by the other Party
which will at least detail all reasons and
justifications, and the impact on the prices
and the quality of service.
- A formal written "go/no' go decision will be
provided by the other Party.
If the change has been requested by Newco, including
in case of evolution of Newco's own product offering,
specific growth of its business or legal constraints,
such change may result in changes to the price
applicable for the relevant Switched Voice Services
In case of evolution of any Switched Voice Service
initiated by FT, as a result of network optimization,
technology evolutions or business decisions, there
will be no increase of the price applicable under
this Agreement..
(C) INVESTMENT REQUIREMENTS
For service evolutions requiring asset additions and
enhancements, a capital requirement will be identified which
will be subject to a joint approval process, which process
shall include which Party will fund the investment.
In the event the investment is approved, Newco shall issue a
request for the new service to FT, and FT shall advise the
price, if any. The price shall be determined by reference to
paragraph 2 (b) above.
In the event that a decision can not be reached regarding the
investment through the joint approval process identified
above, the escalation/arbitration procedure described in
Section 10 will apply.
3. TRAFFIC FORECAST
Operational traffic volume forecasts will be provided by Newco to FT and used by
FT to prepare in advance the network/operations related activities. They will be
provided on a four quarters rolling basis.
19
They will include the same type of information as the forecasts provided through
the Service Orders, and will be more precise /detailed (i.e. with all the
routes). In order to allow Newco to prepare the forecasts, FT will provide Newco
with recent and detailed traffic reports on Newco customers.
20
APPENDIX 2: KEY NETWORK ELEMENTS
Scheme 2a: Overall split of network responsibilities Newco/FT
Scheme 2b: Access and traffic routing
Scheme 2c: Various access types
21
Scheme 2a - Overall split of network responsibilities Newco/FT
[GRAPHIC]
22
Scheme 2b - Access and traffic routing
[GRAPHIC]
23
Scheme 2c - Various Access types
[GRAPHIC]
25
APPENDIX 3: INTERNATIONAL POPS
EUROPE
COUNTRY CITY
Austria Wien
Belgium Brussels
Denmark Copenhagen
Finland Helsinki
France Paris - Bagnolet
Germany Frankfurt
Italy Milan
Luxembourg Luxembourg
Netherlands Amsterdam
Norway Oslo
Portugal Lisbon
Spain Madrid
Sweden Stockholm
Switzerland Geneva
UK London Archway
UK London - Telehouse
REEMEA
COUNTRY CITY
AMERICAS
COUNTRY CITY
Brazil Sao Paulo
Canada Toronto
USA Washington (Oak Hill)
ASIA
COUNTRY CITY
Australia Sydney
Hong Kong Hong Kong
Japan Tokyo
New Zealand Auckland
Singapore Singapore
Taiwan Taipei
26
DOMESTIC POPS
EUROPE
COUNTRY CITY
Belgium Brussels
Germany Frankfurt
Netherlands Rotterdam
Spain Barcelona
Spain Bilbao
Switzerland Zurich
UK Manchester
AMERICAS
COUNTRY CITY
Brazil Rio de Janeiro
ASIA
COUNTRY CITY
Australia Melbourne
Note: The overall list of POP's represents the current configuration of the
Network under FT management. This configuration will evolve with a reduction of
required POP's due to restructuring, network efficiencies, service requirements
and technology evolution in accordance with Appendix 1, Section 2(b)
Addresses of POPs-.
27
APPENDIX 4: LIST OF SWITCHES PER TYPE
ERICSSON - AXE10
Brazil Sao Paulo Sao Paulo AXE10 International Switch 1
Brazil Rio de Janeiro Rio de Janeiro AXE10 Domestic Switch 2
Canada Toronto Toronto AXE10 International Switch 3
Denmark Copenhagen Copenhagen AXE10 International Switch 4
Finland Helsinki Helsinki AXE10 International Switch 5
France Paris Paris AXE10 International Switch 6
Luxembourg Luxembourg Luxembourg AXE10 International Switch 7 12
New-Zealand Auckland Auckland AXE10 International Switch 8
Norway Oslo Oslo AXE10 International Switch 9
Singapore Singapore Singapore AXE-10 International Switch 10
Sweden Stockholm Stockholm AXE10 International Switch 11
Switzerland Geneva Geneva AXE10 International Switch 12
NORTEL - DMS-100E / DMS-GSP
UK London Telehouse DMS100E International Switch 13
UK Manchester Manchester DMS100E Domestic Switch 14
Australia Melbourne Melbourne DMS-GSP Domestic Switch 15
Australia Sydney Sydney DMS-GSP International Switch 16
Austria Vienna Vienna DMS-GSP International Switch 17
Belgium Brussels Brussels DMS-GSP International Switch 18
Germany Frankfurt Frankfurt DMS-GSP International Switch 19
Hong-Kong Hong Kong Hong Kong DMS-GSP International Switch 20
Italy Milan Milan DMS-GSP International Switch 21 15
Japan Tokyo Tokyo DMS-GSP International Switch 22
Netherlands Amsterdam Amsterdam DMS-GSP International Switch 23
Spain Madrid Madrid DMS-GSP International Switch 24
Taiwan Taipei Taipei DMS-GSP International Switch 25
UK London Archway DMS-GSP International Switch 26
USA Oak Hill Reston DMS-GSP International Switch 27
NORTEL - M1/MMCS
Germany Frankfurt Frankfurt1 MMCS VPN Customers 28
Italy Milan Milan1 MMCS Decomm started 2001 29
Netherlands Amsterdam Amsterdam2 MMCS Test Lab Environn. 30
Netherlands Rotterdam Rotterdam2 MMCS VPN Customers 31
Spain Barcelona Barcelona2 MMCS Domestic Access Switch 32
Spain Bilbao Bilbao1 MMCS Domestic Access Switch 33 10
Switzerland Geneva Geneva2 MMCS Protocol Converter 34
Switzerland Zurich Zurich1 MMCS VPN Customers 35
Portugal Lisbon Lisbon1 MMCS/C7 International Switch 36
Belgium Brussels Brussels1 M1 Protocol Converter 37
ERICSSON - ANS/BMX
Denmark Copenhagen CopenhagenA ANS Protocol Converter 38
France Paris ParisA BMX Protocol Converter 39 2
12
28
APPENDIX 5: SERVICE ORDER
The Service Order shall provide the following information:
1. TIME PERIOD during which the Service Order is applicable : Start Date - End
Date The period will cover at least two quarters. A Service Order will be agreed
upon by the Parties every quarter for the next two quarters, with a two months
notice. For example, the Parties shall agree on the Service Order related to
January-June 2002 by the end of October 2001.
2. TRAFFIC FORECASTS from Newco for the specified Time Period :
- international and domestic traffic,
- on-net and off-net traffic,
- switched access traffic.
The forecasts will be provided in Minutes and will include, for every PoP of the
Network:
- DOMESTIC TRAFFIC forecasts
- ON-NET INTERNATIONAL TRAFFIC forecasts to all PoP of
the Network (PoP to PoP matrix).
- OFF-NET INTERNATIONAL TRAFFIC forecasts :
- Off-net traffic forecast from the PoP to the
following zones : Europe, USA, North America
except USA, South America, Asia Pacific,
Rest of the World
- Off-net traffic forecast from the PoP to the
routes with more than 2 millions minutes /
year.
- SWITCHED ACCESS TRAFFIC, as a percentage of the total
traffic originating from the PoP
Note : Newco has indicated a difficulty to split on-net and off-net traffic
forecasts. The Parties agreed to work jointly to resolve this issue. Newco's
ability to provide traffic forecast is dependent upon FT supplying traffic
reports for Newco customers as described in Section 3 of Appendix 1. These
forecasts are for information purposes only, as a sub-set of the formal
operational forecast process, with no penalty applicable.
3. QUALITY REQUIREMENTS
By default the quality requirements will be as defined in Appendix 7 of the
Agreement. Any other quality requirement will have to be specified and mutually
agreed.
4. OTHER REQUIREMENTS
5. SERVICE ORDER SIGNATORIES
FOR FT:- FOR NEWCO:-
- --------------------------- ---------------------------
Name: Name:
Title: Title:
Date: Date:
29
APPENDIX 6: ACCESS INTERFACES ON THE SWITCHES
The access interfaces may be:
a) ISDN Primary Rate Interface (PRI) on an E1/T1 digital interface,
b) Digital interface (T1/E1) with SS7 signaling,
c) Digital interface (T1/E1) with CAS signaling.
The available signaling variants depend on the PoP. Their evolution
will follow the rules set forth for service evolution in Appendix 1,
Section 2..
30
APPENDIX 7: VOICE QUALITY REQUIREMENTS - SERVICE LEVEL AGREEMENT KPI'S
As of May 2001, OECD is composed of the following countries: Australia, Austria,
Belgium, Canada, Czech Republic, Denmark, Finland, France, Germany, Greece,
Hungary, Iceland, Ireland, Italy, Japan, Korea South, Luxembourg, Mexico, The
Netherlands, New Zealand, Norway, Poland, Portugal, Spain, Sweden, Switzerland,
Turkey, United Kingdom, United States.
Different objectives will be defined by the Parties for traffic connecting to
mobiles. The Parties shall determine if a separate service level agreement for
mobile traffic is required and if so what the parameters and service levels will
be.
1. POST DIAL DELAY
DEFINITION
Post Dialing Delay is the time between when FT receives the last digit
of the number of the called party and the time when FT sends an
acknowledgement tone or announcement.
OBJECTIVES
FOR OFF NET CALLS:
Post Dialing Delay should not exceed 8 SECONDS towards sites in at
least 80 % of the industrialized countries, and 10 seconds towards
sites in the remaining 20 % of the industrialized countries.
Post Dialing Delay should not exceed 15 SECONDS towards sites in at
least 70 % of the non-industrialized countries.
FOR MANAGED ON NET CALLS:
Post Dialing Delay should not exceed 5 SECONDS towards sites in
industrialized countries.
Post Dialing Delay should not exceed 10 SECONDS towards sites outside
industrialized countries.
CONDITIONS OF APPLICATIONS:
Industrialized Countries are OECD countries + Singapore + Hong Kong.
For terminating Managed On-Net Sites connected through CAS signaling,
analog signaling or connected through Switched Access, Dial-In Access,
Off Net PDDs are targeted.
For measurement purpose, the PDD is calculated as the time difference
between the Initial Address Message (IAM) to the Address Complete
Message (ACM) and measured in seconds.
31
CREDIT
POST DIAL DELAY CREDIT
Off-net calls: More than 12 seconds towards Application of section 6 of this Appendix
sites in industrialized countries or more
than 20 seconds towards sites in
non-industrialized countries
On-net calls: More than 8 seconds towards sites Application of section 6 of this Appendix
in industrialized countries or more than 14
seconds towards sites in non-industrialized
countries
2. ANSWER SEIZURE RATIO
DEFINITION
The Answer Seizure Ratio is the ratio of completed calls against total
number of calls made. A complete call is a call that is hanged up by
the dialed party.
(total completed calls) x 100
---------------------
( total calls made )
OBJECTIVES
FOR ALL CALLS:
Answer Seizure Ratio should be higher than 60% for at least 80 % of
industrialized countries, and higher than 55% for the remaining 20% of
industrialized countries.
Answer Seizure Ratio should be higher than 40% for most
non-industrialized countries
CONDITIONS OF APPLICATIONS:
Industrialized Countries are OECD countries + Singapore + Hong Kong.
REPORTING
Reporting will show ASR on a country by country basis.
CREDITS
ANSWER SEIZURE RATIO CREDIT
Less than 55% for industrialized countries, for Application of section 6 of this Appendix
at least 1% of the traffic
Less than 40 % for non-industrialized countries, Application of section 6 of this Appendix
for at least 30% of the traffic
32
3. ROUTE AVAILABILITY
DEFINITION
The Route Availability measures the availability of a route to carry
traffic. A route is defined by a PoP of origin and a destination. A
route is unavailable when all traffic offered to the route is rejected
Route Availability = Duration during which the route is available x 100
--------------------------------------------
Total measurement duration
The measurement period can be 1 hour, 1 day or 1 week.
OBJECTIVES
The route availability should be higher than 99.73 % for all routes.
CONDITIONS OF APPLICATIONS:
The Route Availability is measured only in countries where the SOTAS
system is available. SOTAS is the source of the measurement data.
CREDITS
ROUTE AVAILABILITY CREDIT
Less than 99.5, for at least 1% of the traffic Application of section 6 of this Appendix
4. MONTHLY MEAN TIME TO RESTORE
DEFINITION
To ensure that FT is following its commitments for Monthly Mean Time to
Restore, FT will compile, report and follow-up on its performance
hereunder.
OBJECTIVE
- The Monthly Mean Time to Restore the Service should not exceed
5 hours for P1 tickets. P1 tickets mean - a Newco single
connection outage or Connection down without alternate route
or Tandem host/application down or Server Outage.
- The Monthly Mean Time to Restore the Service should not exceed
8 hours for P2 tickets. P2 tickets mean - Partial single
customer outage or Connection down with alternate route
available.
- 80% of the P1/P2 tickets shall be resolved within 2 times the
relevant Monthly Mean Time to Repair
5. PROVISIONING LEAD-TIME
DEFINITION
The provisioning lead-time shall be defined as the period between the
date of the notification by Newco to FT and the date of the Acceptance
Tests.
33
To ensure that FT and Newco are following their commitments of
provisioning and change lead-time, FT will be responsible for
compiling, reporting and the follow-up of this information.
Newco will be responsible to provide its input into this KPI related
to:
- new voice customer service implementation,
- major changes on a existing customer service,
- minor feature changes on a existing customer service,
- minor parameter changes on an existing customer service.
The provisioning lead-time starts for new customer service
implementation and major changes on an existing customer service upon
the date of notification from Newco to FT ,and for the minor feature
changes or minor parameter changes on an existing customer service upon
the date of notification delivered by Newco to FT.
Before notification is given, FT will sometimes be required to support
Newco during the provisioning time for capacity planning and routing.
OBJECTIVE
- The provisioning lead-time for new voice customer service
implementation should not exceed 60 Working Days (to be
discussed and reviewed on a per country basis).
- The provisioning lead-time for major changes on an existing
customer service should not exceed 60 Working Days (to be
discussed and reviewed on a per country basis).
- The provisioning lead-time for minor feature changes on an
existing customer service should not exceed 10 Working Days
(to be discussed and reviewed on a per country basis).
- The provisioning lead-time for urgent minor parameter changes
on an existing customer service should not exceed 2 Working
Days .
A change requiring hardware or software modification or raising network
capacity issues is considered as a "major" change.
The installation of a customer using Indirect Access should be done
within 5 Working Days, if Indirect Access is already implemented in the
country, and if this installation does not lead to a major change.
6. CREDIT
A credit mechanism is applied for the KPIs indicated above.
If one of the KPI credit quarterly threshold is met within the quarter,
and if this situation is confirmed by both Parties, the credit fee will
be equal to:
$100 X number of Working Days within a quarter where the KPI credit
threshold is exceeded. This KPI credit is only applicable to the number
of days outside the KPI.
If the threshold for the KPI exceeds 15 consecutive Working Days, the
above credit allowance will be increased to $200 per Working Day for
each additional day after the initial 15 day period.
No Credit shall be granted if the malfunction of the Service is due to:
(i) An outage or other defect occurring in FT managed equipment.
(ii) An outage due to Force Majeure.
(iii) An outage imputed to Newco, its employees its Sub-Contractor or
third parties used by Newco acting under this Agreement.
34
The Parties shall review the quality requirements (KPIs) described in
this Appendix at least once every 12 months and the KPIs targets on a
quarterly basis. If the Parties agree, they will make all the necessary
changes to any KPI and KPI targets. Notwithstanding the foregoing, the
Parties agree that both the KPIs and the KPIs targets will be reviewed
by May 31, 2002.
7. REPORTING:
All reports shall be generated by FT and provided to Newco on a monthly
basis. Points of contact (POC) will be established.
FORMAT REPORT
Microsoft Word shall be used for the reports and accompanying charts
and/or tables in either Microsoft Word or Excel. The report shall
include all KPIs with accompanying breakdowns.
All reports shall be developed, maintained, owned, and distributed by
FT and provided to Newco. FT shall initiate any follow-up action that
may be necessary as the result of sub-standard performance.
ON-LINE REPORT
As soon as possible, the most current KPI report shall be posted on an
Intranet WEB site, accessible only to authorized employees of FT and
Newco. The previous twelve months of reports shall be archived on the
same web site. The reports should be in standard format and easily
downloaded from the web site.
METHODOLOGY
FT and Newco shall jointly develop a record keeping method to track the
KPIs and to ensure the information is kept up-to-date.
KPI REVIEW
FT and Newco shall jointly review the results reported in the monthly,
quarterly, and annual KPI reports.
DISPUTED KPI RESULTS
The Parties will discuss within 5 Working Days from receipt, any issues
or disputes concerning the monthly, quarterly, or annual KPI reports.
Each Party shall provide the other with reasons and backing
information. The other Party shall have 5 Working Days from receipt of
the dispute to provide an answer or explanation in writing. If there is
a mistake or omission in the original KPI report, the report owner
shall provide a corrected version of the report within 5 Working Days
of dispute resolution.
PERIODICITY
FT is responsible for consolidation of the reports provided by Newco
and FT according to the format agreed. Newco will provide the result of
the measurements by the 5th of the following month.
MONTHLY KPI REPORTS
FT shall prepare the preceding month's KPIs for the monthly KPI report.
FT shall provide a formal report and post an on-line version by the
15th day of the next month, or the last day of the next month in the
event there is a dispute regarding the results produced by the
measurements provided by Newco.
35
FT will assemble the KPI information for the entire quarter (three
months) and will provide the information displayed both as monthly data
and for the cumulative quarter as a whole. The quarterly report will be
provided (both the Word document and the on-line posting) on the 15th
of the first month of the following quarter for the previous quarter,
or the last day of the first month of the following quarter in the
event there is a dispute regarding the results produced by the
measurements provided by Newco.
ANNUAL KPI REPORTS
FT will assemble the KPI information for the entire year and will
provide the information displayed both as monthly data, cumulative by
quarter, and for the year as a whole. The annual report will be
provided (both the Word document and the on-line posting) prior to the
20th of January of the following year or the last day of January of the
following year in the event there is a dispute regarding the results
produced by the measurements provided by Newco.
8. PERFORMANCE REVIEW:
FORMAT
MONTHLY PERFORMANCE REVIEW
The management teams responsible for the KPIs shall review the monthly
performance. There should not be a need normally for a face-to-face
meeting unless the results are below expectation, and it is determined
a Service improvement plan (SIP) must be implemented. Designated
management and executive management representatives for FT and Newco
shall attend such meetings, if required.
QUARTERLY PERFORMANCE REVIEWS
Quarterly performance reviews shall be formal meetings unless otherwise
agreed unnecessary by both Parties. FT shall present the results for
the entire quarter. Designated management and executive management
representatives of FT and Newco shall attend the meetings.
ANNUAL PERFORMANCE REVIEW
The meeting format shall be formal and shall be attended by FT's and
Newco's executive management, or their designated representatives. FT
shall prepare a presentation of the results for the year.
METHODOLOGY
MONTHLY PERFORMANCE REVIEW
If a monthly performance review is required, it shall follow the same
process as the quarterly performance review.
QUARTERLY PERFORMANCE REVIEW
The quarterly performance review shall be held within 20 Working Days
or 25 Working Days in the event of a dispute regarding the measurements
provided by Newco, after the end of the quarter. Newco shall coordinate
with FT to decide upon a suitable location for the review and to ensure
adequate meeting facilities are provided for and arranged. Newco and FT
will agree on the meeting agenda at least 5 Working Days before the
meeting. During the review, FT shall present the forecast of voice
equipment and voice activity for the coming quarter. Newco shall be
responsible for taking and distributing the minutes of the review
within 5 Working Days.
36
ANNUAL PERFORMANCE REVIEW
The annual performance review shall be held within 20 Working Days, or
25 Working Days, in the event of a dispute of the measurements provided
by Newco, after the end of the year.. Newco shall coordinate with FT to
decide upon a suitable location for the review and to ensure adequate
meeting facilities are provided for and arranged. Newco and FT will
agree on the meeting agenda at least 10 Working Days before the review.
FT shall present the forecast of voice network requirements for the
coming year. Newco shall be responsible for taking and distributing the
minutes of the review within 5 Working Days.
9. SERVICE IMPROVEMENT PLANS (SIPS)
The Service Improvement Plan (SIP) shall ensure that service failures
are identified, documented, assigned, and corrected within a committed
timeframe. The SIP shall also be used after Newco has determined that
FT has not met its required service performance, or when FT is not
following the required contract specifications, processes, and
procedures.
The need for service improvement shall be determined during the monthly
and quarterly performance review meetings unless otherwise requested by
one of the Parties. If it is determined during the monthly or quarterly
performance meetings that the SIP process must be implemented, a
problem statement shall be sent to FT for implementation. FT shall
respond to Newco with a proposed action plan and timetable within 10
Working Days. Upon Newco's approval, and response from FT, the SIP
shall be implemented.
37
APPENDIX 8: OPERATION PROCEDURES
This Appendix is for definitional purposes only.
1 FAULT MANAGEMENT PROCEDURES
All Switched Voice Services related Trouble Tickets will be addressed to a
single organization within FT for which a point of contact has to be provided.
This organization will be responsible for managing the outage information and
referring it to the proper internal fix agency, on a 24x7 basis in English.
The proper fix agency will handle switch network component fault isolation and
Newco trouble resolution on a 1st, 2nd and 3rd level support. It will also
report on a regular basis all throughout the process until the problem is
solved.
Resolution's priorities and timeframes taken into account for trouble resolution
are as follows:
- - P1 : service restoration under 5 hours
- - P2 : service restoration under 8 hours
- - P3 : Application usable but with slow response
- - P4 : Non-service affecting and proactive notification of out of service
PRIORITY: describes the severity of a ticket (P1-P4) based on customer/network
impact. Used to determine order of tickets worked and allocation of resources.
- - PRIORITY 1 - Newco single connection outage or Connection down without
alternate route or Tandem host/application down or Server Outage
- - PRIORITY 2 - Partial single customer outage or Connection down with alternate
route available
- - PRIORITY 3 - Transient/degraded service or Slow or degraded service or Slow
response or delays or Server problem with work around
- - PRIORITY 4 - No customer impact or Monitoring or Documentation or Cards on
backup or Chronic ticket
2 PROVISIONING PROCEDURES
Switched Voice Services provisioning activities and any related projects to be
performed by FT will be requested through a single point of contact, who will in
turn, refer the requirements to the appropriate organization within FT.
This specific FT organization will then perform any activity relevant to the
Voice provisioning process, to include: Order entry interface, Configuration
(table building and translation), Testing, etc.. It will also report on a
regular basis all throughout the project until acceptance and hand-over to
operations.
38
APPENDIX 9: ENHANCED VOICE PLATFORMS
The following platforms are owned by Newco, as of May 2001.
- - IN SCP (Service Control Platform) :
- Paris Bagnolet
- London Archway
- - Network IVR/VRU (Voice Response Unit) :
- Paris Bagnolet (2)
- London
- Frankfurt Raimundstrasse
- Stockholm
- - Call router :
- London Archway
- London Park Royal
39
APPENDIX 10 - JOINT BUSINESS PLAN
2000 Cost Structure 2001 Cost structure
TOTAL WITHOUT RUSSIA TOTAL WITHOUT RUSSIA
SCENARIO X-EXTENDED M$ % REVENUE FIXED VARIABLE M$ % REVENUE
REVENUES 102.2 ON FTLD NETWORK 97.3 ON FTLD NETWORK
Global One GVPN-GCC 56.6 54.3
Global One GDD 45.6 43.0
Sita-Equant 22.2 not taken into account here
Volume (million minutes) 785.0 0.13$/min 1,069
DISTRIBUTION 29.4 28.8% 25.4
Revenue adjustments/bad debts 2.3 2.2% 1.9
S&M (Sales & Global Sales, CEO/COO) 20.4 20.0% 16.1
Voice Pricing 0.2
Voice Product Management 0.2
Central Billing (production) 1.2 1.2% 2.0
Global customer service center 3.1 3.0% 0.8 2.3% 3.0
G&A for sales 2.3 2.3% 1.9
OPS AND IT 12.6 12.3% 10.4
Information systems 4.5 4.4% 5.1
Information systems (EDM) 0.4
Service management (COM) 3.1 3.1% 2.7
Project management (CSD) 1.4
Other Ops: Global access mgmt 1.1 1.1% 0.0
G&A for Ops and IT 3.8 3.7% 0.9
ACCESS 17.2 16.9% 20.2
Dedicated 8.9 8.7% 10.1
Switched 8.3 8.1% 10.1
TOTAL EQUANT COSTS 59.2 57.9% 56.1
2002 Cost structure 2003 Cost structure
TOTAL WITHOUT RUSSIA TOTAL WITHOUT RUSSIA
SCENARIO X-EXTENDED M$ % REVENUE M$ % REVENUE
REVENUES 84.3 ON FTLD NETWORK 65.7 ON FTLD NETWORK
Global One GVPN-GCC 62.8 65.7
Global One GDD 21.5 0.0
Sita-Equant
Volume (million minutes) 0.091 1,029 0.082 892 0.074 $/min
DISTRIBUTION 26.1% 18.5 21.9% 14.3 21.7%
Revenue adjustments/bad debts 2.0% 1.7 2.0% 1.3 2.0%
S&M (Sales & Global Sales, CEO/COO) 16.6% 10.6 12.5% 8.1 12.4%
Voice Pricing 0.2% 0.2 0.2% 0.2 0.3%
Voice Product Management 0.2% 0.2 0.2% 0.2 0.3%
Central Billing (production) 2.0% 2.0 2.4% 1.4 2.1%
Global customer service center 3.1% 2.7 3.2% 2.3 3.5%
G&A for sales 2.0% 1.1 1.3% 0.8 1.2%
OPS AND IT 10.7% 6.0 7.1% 5.0 7.6%
Information systems 5.2% 1.8 2.2% 1.6 2.4%
Information systems (EDM) 0.4% 0.4 0.5% 0.0 0.0%
Service management (COM) 2.8% 2.4 2.9% 2.4 3.7%
Project management (CSD) 1.4% 0.9 1.0% 0.6 1.0%
Other Ops: Global access mgmt 0.0% 0.0 0.0% 0.0 0.0%
G&A for Ops and IT 0.9% 0.4 0.5% 0.3 0.5%
ACCESS 20.8% 17.5 20.8% 11.8 18.0%
Dedicated 10.4% 8.8 10.4% 5.9 9.0%
Switched 10.4% 8.8 10.4% 5.9 9.0%
TOTAL EQUANT COSTS 57.6% 42.0 49.8% 31.1 47.3%
2004 Cost structure 2005 Cost structure
TOTAL WITHOUT RUSSIA TOTAL WITHOUT RUSSIA
SCENARIO X-EXTENDED M$ % REVENUE M$ % REVENUE
REVENUES 42.1 ON FTLD NETWORK 8.1 ON FTLD NETWORK
Global One GVPN-GCC 42.1 8.1
Global One GDD 0.0 0.0
Sita-Equant
Volume (million minutes) 635 0.066 135 0.06
DISTRIBUTION 9.1 21.5% 2.3 28.8%
Revenue adjustments/bad debts 0.8 2.0% 0.2 2.0%
S&M (Sales & Global Sales, CEO/COO) 5.1 12.1% 0.6 8.0%
Voice Pricing 0.2 0.5% 0.2 2.5%
Voice Product Management 0.2 0.5% 0.2 2.5%
Central Billing (production) 0.6 1.4% 0.1 1.4%
Global customer service center 1.7 4.1% 1.0 11.9%
G&A for sales 0.4 1.0% 0.0 0.5%
OPS AND IT 3.5 8.3% 2.4 30.4%
Information systems 1.2 2.8% 1.0 12.4%
Information systems (EDM) 0.0 0.0% 0.0 0.0%
Service management (COM) 1.5 3.6% 0.8 9.3%
Project management (CSD) 0.6 1.5% 0.6 8.0%
Other Ops: Global access mgmt 0.0 0.0% 0.0 0.0%
G&A for Ops and IT 0.2 0.4% 0.1 0.7%
ACCESS 7.6 18.0% 1.5 18.0%
Dedicated 3.8 9.0% 0.7 9.0%
Switched 3.8 9.0% 0.7 9.0%
TOTAL EQUANT COSTS 20.1 47.8% 6.2 77.1%
40
SWITCHED VOICE TOTAL* 90.5 88.5% 82.4
Field Ops 14.2 13.9% 8.0
Central Ops 1.3 1.3% 0.7
Network Engineering 3.1 3.0% 1.2
Termination 42.1 41.2% 45.4
Transmission 15.3 14.9% 11.7
Switches (depreciation & maintenance) 7.4 7.2% 10.5
G&A for switched voice 7.2 7.0% 4.9
TOTAL COST 149.7 146.4% 138.5
OPERATING MARGIN -47.5 -46.4% -41.2
SWITCHED VOICE TOTAL* 84.7% 83.3 98.9% 65.6 99.7%
Field Ops 8.2% 11.3 13.4% 9.8 14.9%
Central Ops 0.8% 1.1 1.3% 0.9 1.4%
Network Engineering 1.3% 1.7 2.1% 1.5 2.3%
Termination 41.0% 40.7 39.0% 29.7 45.1%
Transmission 12.0% 10.3 12.2% 7.7 11.6%
Switches (depreciation & maintenance) 10.8% 14.1 16.7% 12.8 19.4%
G&A for switched voice 5.0% 4.2 5.0% 3.3 5.0%
TOTAL COST 42.4% 125.3 148.7% 96.7 147.1%
OPERATING MARGIN -42.4% -41.0 -48.7% -30.9 -47.1%
SWITCHED VOICE TOTAL* -11.2% 44.6 105.9% 11.1 137.4%
Field Ops -1.0% 7.0 16.5% 1.5 18.3%
Central Ops -0.1% 0.7 1.6% 0.1 1.7%
Network Engineering 0.7% 1.1 2.5% 0.2 2.8%
Termination 3.9% 19.5 46.2% 4.3 53.4%
Transmission 3.3% 4.8 11.4% 0.9 11.2%
Switches (depreciation & maintenance) -12.4% 9.6 22.7% 3.6 44.9%
G&A for switched voice 2.0% 2.1 5.0% 0.4 5.0%
TOTAL COST -0.6% 64.7 153.7% 17.3 214.5%
OPERATING MARGIN - 22.6 -53.7% -9.2 -114.5%
41
APPENDIX 11: COUNTRIES FOR INDIRECT ACCESS
As of June 2001, Indirect Access is available in the following countries:
Austria, Australia, Belgium, Denmark, Finland, France, Germany, Hong Kong,
Italy, Japan, Luxembourg, Netherlands, New Zealand, Norway, Portugal, Singapore,
Spain, Sweden, Switzerland, United Kingdom, United States.
42
APPENDIX 3 - SWITCH ADDRESSES
Voice Switch Network Locations
<Table>
<Caption>
- ---------------------------------------------------------------------------------------
ERICSSON - AXE10
- ---------------------------------------------------------------------------------------
Country City Site Sw Type Main function
- ---------------------------------------------------------------------------------------
1 Brazil Sao Paulo Sao Paulo AXE10 International Switch
- ---------------------------------------------------------------------------------------
2 Brazil Rio de Janeiro Rio de Janeiro AXE10 Decomm Feb 2002
- ---------------------------------------------------------------------------------------
3 Canada Toronto Toronto AXE10 International Switch
- ---------------------------------------------------------------------------------------
4 Denmark Copenhagen Copenhagen AXE10 International Switch
- ---------------------------------------------------------------------------------------
5 Finland Helsinki Helsinki AXE10 International Switch
- ---------------------------------------------------------------------------------------
6 France Paris Bagnolet AXE10 International Switch
- ---------------------------------------------------------------------------------------
7 Luxembourg Luxembourg Luxembourg AXE10 International Switch
- ---------------------------------------------------------------------------------------
8 New-Zealand Auckland Auckland AXE10 International Switch
- ---------------------------------------------------------------------------------------
9 Norway Oslo Oslo AXE10 International Switch
- ---------------------------------------------------------------------------------------
10 Singapore Singapore Singapore AXE-10 International Switch
- ---------------------------------------------------------------------------------------
11 Sweden Stockholm Stockholm AXE10 International Switch
- ---------------------------------------------------------------------------------------
12 Switzerland Geneva Jeunes AXE10 International Switch
- ---------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------
ERICSSON - AXE10
- -------------------------------------------------------------------------------------------------------
Ref Location Owner Address 2
- -------------------------------------------------------------------------------------------------------
1 BRA-SAO-SAO Equant Brazil Centro Empresarial do Aco, Av. do Cafe, 227 - Conj.
301 SAO PAULO
- -------------------------------------------------------------------------------------------------------
2 BRA-RIO-RIO Equant Brazil Tleporto Building, Avenida Presidente Vargas 3131 - Grupo 1503,
Cidade Nova RJ RIO DE JANEIRO
- -------------------------------------------------------------------------------------------------------
3 CAN-TOR-TOR First Canadian Place 77, Adelaide Street West, Room B165 TORONTO
- -------------------------------------------------------------------------------------------------------
4 DNK-COP-COP Equant DENMARK Midtermolen Number 5, Compagny House, 2nd floor 2100 COPENHAGEN
- -------------------------------------------------------------------------------------------------------
5 FIN-HEL-HEL Equant FINLAND Aleksanterinhatu 7B, PO Box 525 FIN-00101 HELSINKI
- -------------------------------------------------------------------------------------------------------
6 FRA-PAR-BAG France Telecom LD CIAB Niv-2, 7 Avenue Gambetta 93177 BAGNOLET
- -------------------------------------------------------------------------------------------------------
7 LUX-LUX-LUX Equant Centre Schneider, 201, route de Thionville L5885 HOWALD
- -------------------------------------------------------------------------------------------------------
8 NZL-AUC-AUC Equant New Zealand 69 Airedale Road 1066 AUCKLAND
- -------------------------------------------------------------------------------------------------------
9 NOR-OSL-OSL Equant Norway Holbergsgate 1 166 OSLO
- -------------------------------------------------------------------------------------------------------
10 SIN-SIN-SIN Singapore BLK 750, Chai Chee Road #04-01, 469000 SINGAPORE
- -------------------------------------------------------------------------------------------------------
11 SWE-STO-STO Equant Sweden Albygatan 109A SOLNA
- -------------------------------------------------------------------------------------------------------
12 CHE-GEN-JEU Equant 13, bis Route des Jeunes, CAROUGE 1227 GENEVA
- -------------------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
- ---------------------------------------------------------------------------------------
NORTEL - DMS
- ---------------------------------------------------------------------------------------
Country City Site Sw Type Main function
- ---------------------------------------------------------------------------------------
13 UK London Telehouse DMS100E International Switch
- ---------------------------------------------------------------------------------------
14 UK Manchester Manchester DMS100E Domestic Switch
- ---------------------------------------------------------------------------------------
15 Australia Melbourne Melbourne DMS-GSP Decomm June 2002
- ---------------------------------------------------------------------------------------
16 Australia Sydney Sydney DMS-GSP International Switch
- ---------------------------------------------------------------------------------------
17 Austria Vienna Vienna DMS-GSP International Switch
- ---------------------------------------------------------------------------------------
18 Belgium Brussels Blue Tower DMS-GSP International Switch
- ---------------------------------------------------------------------------------------
19 Germany Frankfurt Raimundstrass DMS-GSP International Switch
- ---------------------------------------------------------------------------------------
20 Hong-Kong Hong Kong Hong Kong DMS-GSP International Switch
- ---------------------------------------------------------------------------------------
21 Italy Milan Milan DMS-GSP International Switch
- ---------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------------------
NORTEL - DMS
- -----------------------------------------------------------------------------------------------------------------------------
Ref Location Owner Address 2
- -----------------------------------------------------------------------------------------------------------------------------
13 CBR-LON-TEL Equant U.K. Telehouse 1, Coriander Avenue, East India Dock
E14 2AA LONDON
- -----------------------------------------------------------------------------------------------------------------------------
14 GBR-MAN-MAN Equant U.K. Ground Floor, Building 4, Exchange Quays M5 3BN MANCHESTER
- -----------------------------------------------------------------------------------------------------------------------------
15 AUS-MEL-MEL Equant Melbourne Level 4, 530, Collins Street VIC 3000 MELBOURNE
- -----------------------------------------------------------------------------------------------------------------------------
16 AUS-SYD-SYD Equant Sydney 255 George St - NAB Building - NAB - Level 7
NSW 2000 SYDNEY
- -----------------------------------------------------------------------------------------------------------------------------
17 AUT-VIE-VIE Equant Telkommunikationsdienste GemsbH Heligenstadter Lande 27c 1190 WIEN
- -----------------------------------------------------------------------------------------------------------------------------
18 BEL-BRU-BTW Equant Blue Tower Louizalaan 326/b24, Avenue Louise Brussel 1050 BRUXELLES
- -----------------------------------------------------------------------------------------------------------------------------
19 GER-FRK-RAI Equant TleCommunications Dienste/DT Building 1st floor - Room VR11 - Raimundstrasse 482504
D-60414 FRANKFURT
- -----------------------------------------------------------------------------------------------------------------------------
20 HKG-HKG-HKG Equant Sino Favour Center, N(degree)1 On Yip Street 5/F,
Chai Wan HONG KONG
- -----------------------------------------------------------------------------------------------------------------------------
21 ITA-MIL-MIL Equant ITALIA Via Tucidide N.56, Building 2, 1/F MILANI
- -----------------------------------------------------------------------------------------------------------------------------
</Table>
43
<Table>
22 Japan Tokyo Tokyo DMS-GSP International Switch
- ---------------------------------------------------------------------------------------
23 Netherlands Amsterdam Schipol DMS-GSP International Switch
- ---------------------------------------------------------------------------------------
24 Spain Madrid Madrid DMS-GSP International Switch
- ---------------------------------------------------------------------------------------
25 Taiwan Taipei Taipei DMS-GSP International Switch
- ---------------------------------------------------------------------------------------
26 UK London Archway DMS-GSP International Switch
- ---------------------------------------------------------------------------------------
27 USA Oak Hill Reston DMS-GSP International Switch
- ---------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------------
ERICSSON - AXE10
- -------------------------------------------------------------------------------------------------------------
Ref. Location Owner Address 2
- -------------------------------------------------------------------------------------------------------------
22 JAP-TOK-TOK Equant Japan NF Park Bldg.2F, 9-15, Futuba, 2-chome, Shinagawa-ku
142-043 TOKYO
- -------------------------------------------------------------------------------------------------------------
23 NDL-AMS-SCH Equant Communications B.V. Cessnalaan 71, Schiphol - Rijk 1119 NM SCHOPHOL-RIJK
- -------------------------------------------------------------------------------------------------------------
24 ESP-MAD-MAD Equant SPAIN SEMA GROUP, Cale Albarracin Number 25 28037 MADRID
- -------------------------------------------------------------------------------------------------------------
25 TWN-TAI-TAI Equant Suite 604, Bank Tower TAIPEI
- -------------------------------------------------------------------------------------------------------------
26 GBR-LON-ARC Equant U.K. Archway House, 1, Murfield Crescent, Off Pepper Street
E14 LONDON
- -------------------------------------------------------------------------------------------------------------
27 USA-RES-OAK Equant-USA 13775 McLearen Road, Oak Hill, VA 20171 RESTON
- -------------------------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
- ---------------------------------------------------------------------------------------
NORTEL - M1/MMCS
- ---------------------------------------------------------------------------------------
Country City Site Sw Type Main function
- ---------------------------------------------------------------------------------------
28 Italy Milan Milan MMCS Protocol Converter
- --------------------------------------------------------------------------------------
29 Spain Barcelona Barcelona MMCS Protocol Converter
- --------------------------------------------------------------------------------------
30 Switzerland Geneva Jeunes MMCS Protocol Converter
- --------------------------------------------------------------------------------------
31 Switzerland Zurich Zurich MMCS Protocol Converte
- --------------------------------------------------------------------------------------
32 Portugal Lisbon Lisbon MMCS/C7 International Switch
- --------------------------------------------------------------------------------------
33 Belgium Brussels BlueTower M1/MMCS Protocol Converter
- --------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------------------
NORTEL - M1/MMCS
- -----------------------------------------------------------------------------------------------------------------------------
Ref. Location Owner Address 2
- -----------------------------------------------------------------------------------------------------------------------------
28 ITA-MIL-MIL1 Equant ITALIA Via Rombon, 11 20134 MILANO
- -----------------------------------------------------------------------------------------------------------------------------
29 ESP-BAR-BAR1 Equant SPAIN C\ RBLA MARINA 478-480, Adif. ELTEC., L'HOSPITALET DE LLOBREGAT 8907 BARCELONA
- -----------------------------------------------------------------------------------------------------------------------------
30 CHE-GEN-JEU1 Equant 13, bis Route des Jeunes, CAROUGE 1227 GENEVA
- -----------------------------------------------------------------------------------------------------------------------------
31 CHE-ZUR-ZUR1 Equant' Switzerland Albula Strasse 55 8048 ZURICH
- -----------------------------------------------------------------------------------------------------------------------------
32 PRT-LIS-LIS1 Equant Avenida da Liberdade, 245-8E 1250 LISBOA
- -----------------------------------------------------------------------------------------------------------------------------
33 BEL-BRU-BTW1 Equant Blue Tower Louizalaan 326/b24, Avenue Louise Brussel 1050 BRUXELLES
- -----------------------------------------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
- -------------------------------------------------------------------------------------
ERICSSON - ANS/BMX
- -------------------------------------------------------------------------------------
Country City Site Sw Type Main function
- -------------------------------------------------------------------------------------
34 Denmark Copenhagen Copenhagen ANS Protocol Converter
- -------------------------------------------------------------------------------------
35 France Paris Paris BMX Protocol Converter
- -------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------------------
ERICSSON - ANS/BMX
- --------------------------------------------------------------------------------------------------------------------
Ref. Location Owner Address 2
- --------------------------------------------------------------------------------------------------------------------
34 DNK-COP-COPA Equant DENMARK Midtermolen Number 5, Compagny House, 2nd floor 2100 COPENHAGEN
- --------------------------------------------------------------------------------------------------------------------
35 FRA-PAR-BAGA France Telecom LD CIAB Niv-2, 7 Avenue Gambetta 93177 BAGNOLET
- --------------------------------------------------------------------------------------------------------------------
</Table>
44