EXHIBIT 10.2
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OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
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SPRINT
CUSTOM NETWORK SERVICE AGREEMENT
This Custom Network Service Arrangement by and between SPRINT COMMUNICATIONS
COMPANY L.P., a Delaware limited partnership, 8140 Ward Parkway, Kansas City,
Missouri 64114 ("Sprint") and Hospitality Marketing Consultants, LLC
("Customer") establishes certain interstate and international Discounts as
well as related terms and conditions governing Sprint's provision of
telecommunications services to Customer. The Discounts ("Discounts") set
forth in this Agreement apply to Customer's Network Services and other
services eligible to receive Discounts as specified herein.
Sprint is a telecommunications common carrier providing interstate and
international services pursuant to tariffs on file with the Federal
Communications Commission (F.C.C.) and intrastate services pursuant to
tariffs on file with the various state regulatory commissions (collectively
referred to as "Tariff(s)") and from time to time Sprint amends the Tariffs.
Sprint provides enhanced voice and data telecommunications services pursuant
to written agreements. Sprint and Customer are referred to collectively
herein as the "Parties" and individually as a "Party".
1. TERM. The term ("Initial Term") of this Agreement is [REDACTED*],
commencing on the first day of the first complete billing month following
execution of this Agreement by both parties ("Commencement Date"). At the
conclusion of the Initial Term, Customer may renew the Agreement for
[REDACTED*] prior to the conclusion of the Initial Term or prior to the
conclusion of the then current Renewal Term, as the case my be. The Initial
Term and, if applicable, the Renewal Term(s) will be referred to
collectively hereinafter as the Term. Upon the expiration or other
termination of this Agreement Sprint will provide services to Customer at
then current Tariff rates.
2. NETWORK SERVICE CHARGES. Subject to all of the conditions and limitations
set forth in this Agreement and Sprint F.C.C. Tariff No. 12, Customer will
receive the Network Service charges set forth in Attachment A to the
Agreement.
3. SERVICE COMMITMENT.
a. During each Contract Year of the Term Customer [REDACTED*]. Contract
Year is defined as the twelve month billing, period starting on the
Commencement Date and any anniversary thereof. MSC Contributory
Services are defined as [REDACTED*] calculated after all available
Discounts. If Customer fails to satisfy the Minimum Annual Commitment;
in addition to all other applicable charges, [REDACTED*].
b. If Customer terminates this Agreement or ceases to use Network
Services to any material extent, except as provided in Section 5.f.
below,
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[REDACTED*]. Sprint will bill Customer for such amount on its
next regular invoice and such amount will be due and payable according
to the payment terms contained in the Tariff.
c. Beginning with the first month following [REDACTED*], Customer
[REDACTED*]. Second MAC Contract Year is defined as the twelve month
billing period starting on the day following [REDACTED*] and any
anniversary thereof Second MAC Contributory Services are defined as
[REDACTED*]. Customer's Second MAC Contributory Services Usage Charges
during [REDACTED*] shall contribute to Customer's Second MAC for
Contract Year One. If Customer fails to satisfy the Second MAC, in
addition to all other applicable charges, Customer [REDACTED*].
SECOND MAC CONTRACT YEAR ONE:
Actual Second MAC
Contributory Services
USAGE MINUTES SHORTFALL LIABILITY
[REDACTED*] [REDACTED*]
*If, during Second MAC Contract Year One, Customer's Actual Second MAC
Contributory Services Usage Minutes [REDACTED*].
SECOND MAC CONTRACT YEAR TWO:
Actual Second MAC
Contributory Services
USAGE MINUTES SHORTFALL LIABILITY
[REDACTED*] [REDACTED*]
**If, during Second MAC Contract Year Two, Customer's Actual Second
MAC Contributory Services Usage Minutes are [REDACTED*].
d. If Customer terminates this Agreement or ceases to use Network
Services to any material extent in Second MAC Contract Year One,
except as provided in Section 5.f. below, Customer will pay to Sprint
a termination liability calculated as follows: [REDACTED*]. Sprint
will bill Customer for such amount on its next regular invoice and
such amount will be due and payable according to the payment terms
contained in the Tariff.
e. If Customer terminates the Agreement or ceases to use Network Services
to any material extent in Second MAC Contract Year Two, except as
provided in Section 5.f. below, Customer will pay to Sprint a
termination liability calculated as follows: [REDACTED*]. Sprint will
bill Customer
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for such amount on its next regular invoice and such amount will be
due and payable according to the payment terms contained in the
Tariff.
f. If Customer elects to purchase a new Service offering made available
by Sprint during the Term as a direct substitute and replacement
Service for any MSC Contributory Service, Customer's Service Usage
Charges for its use of the new Service will contribute toward
Customer's Minimum Service Commitment.
4. PAYMENT TERMS.
All amounts stated on each monthly invoice will be due and payable upon
receipt. The cost of services provided is exclusive of any applicable
sales, use, excise and like taxes, which will be separately stated and
included on each monthly invoice. All valid charges for services provided
that remain unpaid by Customer for a period of sixty (60) days or more
after the date of the invoice will be subject to interest from the date of
the invoice at a rate of [REDACTED*], or the maximum rate allowable by
applicable law. If Customer fails to pay for services in accordance with
the terms of the Tariffs and the terms set forth in this Section, Customer
will not receive Discounts.
In the event Customer, in good faith, disputes Sprint's computation of
amounts due and owing within all applicable legal periods of limitation,
Customer may withhold payment of the disputed amount. Customer must pay all
charges which are not in dispute in accordance with the payment terms set
forth in this Section. An amount will not be considered "in dispute" until
Customer has provided Sprint with written documentation explaining the
disputed amount. Customer must cooperate with Sprint to resolve any dispute
expeditiously. All disputed amounts are payable immediately upon Sprint's
written denial of the dispute.
5. OTHER TERMS AND CONDITIONS.
a. Terms used in this Agreement are defined in Sprint F.C.C. Tariff
No. 12. All Standard Custom Network Service Arrangement terms and
conditions in Sprint F.C.C. Tariff No. 12 apply to this Agreement.
Rates, charges and discounts for call types, service elements,
features and other products and services not in this Agreement will be
those provided under the applicable Sprint base service tariff or
public price list. Additional terms and conditions relating to
services provided to Customer are contained in the applicable tariffs.
The terms and conditions of any Tariff and/or other discount or
incentive programs apply to the services and discounts or incentives
available under such Tariff or program. In order to receive Term Plan
or other incentive discounts Customer must execute the applicable
agreements. Any terms and conditions applicable to such discounts
and/or programs which Customer elects to participate in are in
addition to the terms and conditions applicable to the Discounts.
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b. This Agreement and any information concerning its terms, conditions
and/or Discounts are the confidential and proprietary information of
Sprint and shall be governed by the Agreement for Use and
Nondisclosure of Confidential Information executed by Customer and
Sprint, dated ____________________, the term of which is extended to
be coterminous with the Term of this Agreement.
c. All notices, requests or other communications arising out of disputes
hereunder shall be in writing to the addresses of the parties shown
below the parties' signatures at the end of the Agreement.
d. Customer must satisfy the following conditions during the Term:
(i) Sprint must be Customer's "Primary Carrier" and, as such,
award (1) [REDACTED*]. If, during any billing month of the
Term, Customer [REDACTED*], Sprint may, upon prior written
notice to Customer, revise Customer's Network Service charges
under this Agreement. If, during any billing month of the
Term, Customer [REDACTED*], Sprint may, at its option,
[REDACTED*] as detailed in Sections 3.d. and 3.e. above.
(ii) At least [REDACTED*] usage must be switched Service usage. If
Customer fails to satisfy this condition during any billing
month of the Term, Sprint may, upon prior written notice to
Customer, revise Customer's Network Service charges under this
Agreement.
(iii) At least [REDACTED*] usage must be Off-Peak Service usage. If
Customer fails to satisfy this condition during any billing
month of the Term, Sprint may, upon prior written notice to
Customer, revise Customer's Network Service charges under this
Agreement.
(iv) Customer's average completed call duration for its Sprint
International Access Service [REDACTED*]. If Customer fails to
satisfy this condition during any billing month of the Term,
Sprint may, upon prior written notice to Customer, revise
Customer's Network Service charges under this Agreement.
(v) During any Second MAC Contract Year, a [REDACTED*]. If
Customer fails to satisfy this condition during any Second MAC
Contract Year, the Credits for which Customer is eligible will
be reduced as set forth in Section 6 of Attachment A.
e. Neither party may assign any of its rights or delegate any of its
obligations under this Agreement without the prior written consent of
the other party, which the other party may grant or withhold in its
sole discretion.
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Notwithstanding the foregoing, the parties may assign their rights and
benefits and delegate their duties and obligations under this
Agreement without the consent of the other party to, in the case of
Customer, any Customer Affiliate, PROVIDED THAT the performance of
any Customer Affiliate assignee is guaranteed by Customer, and in the
case of Sprint, to any entity one hundred percent (100%) owning, owned
by or under common ownership with Sprint, PROVIDED THAT the
performance of any Sprint assignee is guaranteed by Sprint. Any
prohibited assignment or delegation shall be null and void.
f. Customer agrees to provide prompt written notice to Sprint of any
material failure by Sprint to provide Network Services as set forth in
the tariffs. If Sprint fails to cure such failure within a reasonable
time, Customer may terminate this Agreement on thirty (30) days'
written notice to Sprint. A material failure by Sprint shall not
include a failure caused by the local exchange carrier, Customer
premise equipment, Customer or any other cause beyond the control of
Sprint.
g. During [REDACTED*], Sprint and Customer will meet to review the status
of Customer's Minimum Service Commitment, growth of its MSC
Contributory Services Usage Charges and the rates provided under this
Agreement. If Sprint and Customer agree that revisions to this
Agreement would be advantageous to both parties, then Sprint and
Customer will cooperate in efforts to develop a mutually agreeable
amendment that will satisfy the concerns of both parties and comply
with all applicable legal and regulatory requirements.
6. ENTIRE AGREEMENT. This Agreement shall constitute the entire understanding
between Sprint and Customer regarding Discounts on Network Services and
shall supersede all prior proposals, agreements, understandings,
negotiations and discussions, whether oral or written, between the parties
relating to the Network Services. Customer is not relying upon any
representations or promises made by or on behalf of Sprint in entering into
this Agreement.
In order to become effective this Agreement must be duly executed by an
authorized officer of Customer and delivered to Sprint on or January 15,
1997, and thereafter executed by an officer of Sprint. All modifications,
interlineations, additions, supplements and/or other changes to this
Agreement are subject to written acceptance at Sprint Corporate Headquarters.
HOSPITALITY MARKETING SPRINT COMMUNICATIONS
CONSULTANTS, LLC COMPANY L.P.
By: _____________________________ By: ____________________________
Name: ____________________________ Name: __________________________
(Print/Type) (Print/Type)
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Title: ____________________________ Title: __________________________
Date: ____________________________ Date: __________________________
Address for Notice: __________________ Address for Notice:
___________________________________ 3100 Cumberland Circle
___________________________________ Atlanta, GA 30339
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ATTACHMENT A
NETWORK SERVICE CHARGES
The following rates, charges and discounts are in lieu of and supersede any
promotions or discounts which may be available under applicable Tariffs,
including any applicable Tariff Term Plan discount. Consistent with FCC and
other regulatory requirements, Sprint will file in its Tariffs a Customer
Specific Tariff Option ("CNSA Option") accurately reflecting these rates and
charges. Rates and charges for service elements not specified herein, shall
be the applicable tariffed rate.
Except for those Services specified as "fixed", Sprint reserves the right to
modify the underlying tariffed rates (or list price in the case of a
non-tariffed service) against which a specified discount may be applied.
Additionally, Sprint reserves the right to pass on to Customer any tax, levy,
or other surcharge which Sprint is obligated to pay to a governmental
authority or other third-party (e.g. foreign P.T.T.), where: (1) such
obligation is imposed by valid and lawful legislation or other regulation,
and (2) such obligation arises directly out of the use of Sprint's Services
pursuant to this Agreement.
1. VPN PREMIERE DISCOUNT. During each billing month of the Term Customer will
receive the following Net Effective Usage rates and Discounts on its VPN
Premiere Service:
a. Customer will be charged a fixed Net Effective Usage rate in the
applicable amount from the table below for its interstate VPN Premiere
(including VPN Premiere FONCARD) Service Usage Charges.
RATE PER MINUTE
ON-ON ON-OFF OFF-ON OFF-OFF
[REDACTED*]
b. Customer will be charged a fixed Net Effective Usage rate in the
applicable amount from the table below for its intrastate VPN
Premiere (including VPN Premiere FONCARD) Service Usage Charges in the
following states.
RATE PER MINUTE
STATE ON-ON ON-OFF OFF-ON OFF-OFF
[REDACTED*]
c. Customer will receive [REDACTED*], on its intrastate VPN Premiere
(including VPN Premiere FONCARD) Service Usage Charges, except in
those states listed in 1.b. above.
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d. Customer will receive [REDACTED*], on its domestic and international
(domestic origination) VPN Premiere FONCARD per call surcharge.
e. Customer will be charged a fixed Net Effective Usage rate in the
applicable amount from the table below on its international (domestic
origin) VPN Premiere (including VPN Premiere FONCARD) Service Usage
Charges to the following countries.
COUNTRY RATE PER MINUTE
Albania [REDACTED*]
Algeria [REDACTED*]
American Samoa [REDACTED*]
Andorra [REDACTED*]
Angola [REDACTED*]
Anguilla [REDACTED*]
Antigua [REDACTED*]
Argentina [REDACTED*]
Armenia [REDACTED*]
Aruba [REDACTED*]
Ascension Island [REDACTED*]
Australia [REDACTED*]
Austria [REDACTED*]
Azerbaijan [REDACTED*]
Bahamas [REDACTED*]
Bahrain [REDACTED*]
Bangladesh [REDACTED*]
Barbados [REDACTED*]
Belarus [REDACTED*]
Belgium [REDACTED*]
Belize [REDACTED*]
Benin [REDACTED*]
Bermuda [REDACTED*]
Bhutan [REDACTED*]
Bolivia [REDACTED*]
Bosnia-Herzegovinia [REDACTED*]
Botswana [REDACTED*]
Brazil [REDACTED*]
British Virgin Island [REDACTED*]
Brunei [REDACTED*]
Bulgaria [REDACTED*]
Burkina Faso [REDACTED*]
Burundi [REDACTED*]
Cambodia [REDACTED*]
Cameroon [REDACTED*]
Canada [REDACTED*]
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Cape Verde Islands [REDACTED*]
Cayman Islands [REDACTED*]
Central African Rep [REDACTED*]
Chad Republic [REDACTED*]
Chile [REDACTED*]
China [REDACTED*]
Colombia [REDACTED*]
Comoros [REDACTED*]
Congo Republic [REDACTED*]
Cook Island [REDACTED*]
Costa Rica [REDACTED*]
Croatia [REDACTED*]
Cuba [REDACTED*]
Cyprus [REDACTED*]
Czechoslovakia [REDACTED*]
Denmark [REDACTED*]
Diego Garcia [REDACTED*]
Djibouti [REDACTED*]
Dominican Republic [REDACTED*]
Dominica [REDACTED*]
Ecuador [REDACTED*]
Egypt [REDACTED*]
El Salvador [REDACTED*]
Equatorial Guinea [REDACTED*]
Eritrea [REDACTED*]
Estonia [REDACTED*]
Ethiopia [REDACTED*]
Faeroe Islands [REDACTED*]
Falkland Islands [REDACTED*]
Fiji Islands [REDACTED*]
Finland [REDACTED*]
France [REDACTED*]
French Guiana [REDACTED*]
French Polynesia [REDACTED*]
Gabon [REDACTED*]
Gambia [REDACTED*]
Georgia [REDACTED*]
Germany [REDACTED*]
Ghana [REDACTED*]
Gibraltar [REDACTED*]
Greece [REDACTED*]
Greenland [REDACTED*]
Grenada [REDACTED*]
Guadeloupe [REDACTED*]
Guam [REDACTED*]
Guantanamo [REDACTED*]
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Guatemala [REDACTED*]
Guinea [REDACTED*]
Guinea-Bissau [REDACTED*]
Guyana [REDACTED*]
Haiti [REDACTED*]
Honduras [REDACTED*]
Hong Kong [REDACTED*]
Hungary [REDACTED*]
Iceland [REDACTED*]
India [REDACTED*]
Indonesia [REDACTED*]
Iran [REDACTED*]
Iraq [REDACTED*]
Ireland [REDACTED*]
Israel [REDACTED*]
Italy [REDACTED*]
Ivory Coast [REDACTED*]
Jamaica [REDACTED*]
Japan [REDACTED*]
Jordan [REDACTED*]
Kazakhstan [REDACTED*]
Kenya [REDACTED*]
Kiribati [REDACTED*]
Kuwait [REDACTED*]
Kyrgyzstan [REDACTED*]
Laos [REDACTED*]
Latvia [REDACTED*]
Lebanon [REDACTED*]
Lesotho [REDACTED*]
Liberia [REDACTED*]
Libya [REDACTED*]
Liechtenstein [REDACTED*]
Lithuania [REDACTED*]
Luxembourg [REDACTED*]
Macao [REDACTED*]
Macedonian [REDACTED*]
Madagascar [REDACTED*]
Malawi [REDACTED*]
Malaysia [REDACTED*]
Maldives [REDACTED*]
Mali Republic [REDACTED*]
Malta [REDACTED*]
Marshall Islands [REDACTED*]
Mauritania [REDACTED*]
Mauritius [REDACTED*]
Mayotte Island [REDACTED*]
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Mexico [REDACTED*]
Micronesia [REDACTED*]
Moldavia [REDACTED*]
Monaco [REDACTED*]
Mongolia [REDACTED*]
Montserrat [REDACTED*]
Morocco [REDACTED*]
Mozambique [REDACTED*]
Myanmar [REDACTED*]
Namibia [REDACTED*]
Nauru [REDACTED*]
Nepal [REDACTED*]
Netherlands [REDACTED*]
Netherlands Antilles [REDACTED*]
Nevis Island [REDACTED*]
New Caledonia [REDACTED*]
New Zealand [REDACTED*]
Nicaragua. [REDACTED*]
Niger Republic [REDACTED*]
Nigeria [REDACTED*]
Niue Island [REDACTED*]
North Korea [REDACTED*]
Norway [REDACTED*]
Oman [REDACTED*]
Pakistan [REDACTED*]
Palau Republic [REDACTED*]
Panama [REDACTED*]
Papua New Guinea [REDACTED*]
Paraguay [REDACTED*]
Peru [REDACTED*]
Philippines [REDACTED*]
Poland [REDACTED*]
Portugal [REDACTED*]
Qatar [REDACTED*]
Reunion Island [REDACTED*]
Romania [REDACTED*]
Russia [REDACTED*]
Rwanda [REDACTED*]
Saint Helena [REDACTED*]
Saint Kitts [REDACTED*]
Saint Lucia [REDACTED*]
Saint Pierre [REDACTED*]
Saint Vincent [REDACTED*]
Saipan [REDACTED*]
San Marino [REDACTED*]
Sao Tome [REDACTED*]
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Saudi Arabia [REDACTED*]
Senegal [REDACTED*]
Seychelles Island [REDACTED*]
Sierra Leone [REDACTED*]
Singapore [REDACTED*]
Slovakia [REDACTED*]
Slovenia [REDACTED*]
Solomon Island [REDACTED*]
Somalia [REDACTED*]
South Africa [REDACTED*]
South Korea [REDACTED*]
Spain [REDACTED*]
Sri Lanka [REDACTED*]
Sudan [REDACTED*]
Suriname [REDACTED*]
Swaziland [REDACTED*]
Sweden [REDACTED*]
Switzerland [REDACTED*]
Syria [REDACTED*]
Taiwan [REDACTED*]
Tajikstan [REDACTED*]
Tanzania [REDACTED*]
Thailand [REDACTED*]
Togo [REDACTED*]
Tonga [REDACTED*]
Trinidad & Tobago [REDACTED*]
Tunisia [REDACTED*]
Turkey [REDACTED*]
Turkmenistan [REDACTED*]
Turks & Caicos [REDACTED*]
Tuvalu [REDACTED*]
Uganda [REDACTED*]
Ukraine [REDACTED*]
United Arab Emirates [REDACTED*]
United Kingdom [REDACTED*]
Uruguay [REDACTED*]
Uzbekistan [REDACTED*]
Vanuatu [REDACTED*]
Vatican City [REDACTED*]
Venezuela [REDACTED*]
Vietnam [REDACTED*]
Wallis & Futuna [REDACTED*]
Western Samoa [REDACTED*]
Yemen Arab Republic [REDACTED*]
Yugoslavia [REDACTED*]
Zaire [REDACTED*]
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Zambia [REDACTED*]
Zimbabwe [REDACTED*]
f. FPN Premiere FONCARD Service Usage is considered off-net originating.
2. TOLL FREE DISCOUNT. During each billing month of the Term Customer will
receive the following Net Effective Usage rates and Discounts on its
Premiere Toll Free Service:
a. Customer will be charged a fixed Net Effective Usage rate in the
applicable amount from the table below for its interstate Premiere
Toll Free Service Usage Charges.
RATE PER MINUTE
DEDICATED SWITCHED
[REDACTED*] [REDACTED*]
b. Customer will be charged a fixed Net Effective Usage rate in the
applicable amount from the table below for its intrastate Premiere
Toll Free Service Usage Charges in the following states.
RATE PER MINUTE
STATE DEDICATED SWITCHED
[REDACTED*]
c. Customer will receive [REDACTED*], on its intrastate Premiere Toll
Free Service Usage Charges, except in those states listed in 2.b.
above:
3. INTERNATIONAL TOLL FREE SERVICE DISCOUNT. Customer will receive
[REDACTED*], on its International Toll Free Service Usage Charges.
4. SPRINT INTERNATIONAL ACCESS DISCOUNT.
a. Customer will be charged a fixed Net Effective Usage Rate based on the
sum of (i) the applicable rate from Table A for the country from which
a particular call is made and (ii) the applicable rate from Table B
for the country to which a particular call is made for its Sprint
International Access Service Usage Charges.
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TABLE A
COUNTRY RATE PER MINUTE
Antigua [REDACTED*]
Australia [REDACTED*]
Bahamas [REDACTED*]
Bahrain [REDACTED*]
Barbados [REDACTED*]
Belgium [REDACTED*]
Bermuda [REDACTED*]
Bolivia [REDACTED*]
Brazil [REDACTED*]
Canada [REDACTED*]
Cayman Islands [REDACTED*]
Chile [REDACTED*]
China [REDACTED*]
Colombia [REDACTED*]
Costa Rica [REDACTED*]
Cyprus [REDACTED*]
Denmark [REDACTED*]
Dominican Republic [REDACTED*]
Ecuador [REDACTED*]
El Salvador [REDACTED*]
Finland [REDACTED*]
France [REDACTED*]
Germany [REDACTED*]
Guam [REDACTED*]
Guatemala [REDACTED*]
Hong Kong [REDACTED*]
Indonesia [REDACTED*]
Ireland [REDACTED*]
Israel [REDACTED*]
Italy [REDACTED*]
Japan [REDACTED*]
Liechtenstein [REDACTED*]
Luxembourg [REDACTED*]
Malaysia [REDACTED*]
Mexico [REDACTED*]
Monaco [REDACTED*]
Netherlands [REDACTED*]
Netherlands Antilles [REDACTED*]
New Zealand [REDACTED*]
Nicaragua [REDACTED*]
Norway [REDACTED*]
Panama [REDACTED*]
Philippines [REDACTED*]
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Portugal [REDACTED*]
Saipan [REDACTED*]
San Marino [REDACTED*]
Singapore [REDACTED*]
South Africa [REDACTED*]
South Korea [REDACTED*]
Spain [REDACTED*]
Sweden [REDACTED*]
Switzerland [REDACTED*]
Taiwan [REDACTED*]
Thailand [REDACTED*]
Trinidad & Tobago [REDACTED*]
Turkey [REDACTED*]
United Kingdom [REDACTED*]
United States [REDACTED*]
Vatican City [REDACTED*]
Venezuela [REDACTED*]
TABLE B
COUNTRY RATE PER MINUTE
Albania [REDACTED*]
Algeria [REDACTED*]
American Samoa [REDACTED*]
Andorra [REDACTED*]
Angola [REDACTED*]
Anguilla [REDACTED*]
Antigua [REDACTED*]
Argentina [REDACTED*]
Armenia [REDACTED*]
Aruba [REDACTED*]
Ascension Island [REDACTED*]
Australia [REDACTED*]
Austria [REDACTED*]
Azerbaijan [REDACTED*]
Bahamas [REDACTED*]
Bahrain [REDACTED*]
Bangladesh [REDACTED*]
Barbados [REDACTED*]
Belarus [REDACTED*]
Belgium [REDACTED*]
Belize [REDACTED*]
Benin [REDACTED*]
Bermuda [REDACTED*]
Bhutan [REDACTED*]
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15
[*CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.]
Bolivia [REDACTED*]
Bosnia-Herzegovinia [REDACTED*]
Botswana [REDACTED*]
Brazil [REDACTED*]
British Virgin Islands [REDACTED*]
Brunei [REDACTED*]
Bulgaria [REDACTED*]
Burkina Faso [REDACTED*]
Burundi [REDACTED*]
Cambodia [REDACTED*]
Cameroon [REDACTED*]
Canada [REDACTED*]
Cape Verde Islands [REDACTED*]
Cayman Islands [REDACTED*]
Central African Rep [REDACTED*]
Chad Republic [REDACTED*]
Chile [REDACTED*]
China [REDACTED*]
Colombia [REDACTED*]
Comoros [REDACTED*]
Congo Republic [REDACTED*]
Cook Island [REDACTED*]
Costa Rica [REDACTED*]
Croatia [REDACTED*]
Cuba [REDACTED*]
Cyprus [REDACTED*]
Czechoslovakia [REDACTED*]
Denmark [REDACTED*]
Diego Garcia [REDACTED*]
Djibouti [REDACTED*]
Dominican Republic [REDACTED*]
Dominica [REDACTED*]
Ecuador [REDACTED*]
Egypt [REDACTED*]
El Salvador [REDACTED*]
Equatorial Guinea [REDACTED*]
Eritrea [REDACTED*]
Estonia [REDACTED*]
Ethiopia [REDACTED*]
Faeroe Islands [REDACTED*]
Falkland Islands [REDACTED*]
Fiji Islands [REDACTED*]
Finland [REDACTED*]
France [REDACTED*]
French Guiana [REDACTED*]
French Polynesia [REDACTED*]
SPRINT PROPRIETARY INFORMATION - RESTRICTED
16
[*CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.]
Gabon [REDACTED*]
Gambia [REDACTED*]
Georgia [REDACTED*]
Germany [REDACTED*]
Ghana [REDACTED*]
Gibraltar [REDACTED*]
Greece [REDACTED*]
Greenland [REDACTED*]
Grenada [REDACTED*]
Guadeloupe [REDACTED*]
Guam [REDACTED*]
Guantanamo [REDACTED*]
Guatemala [REDACTED*]
Guinea [REDACTED*]
Guinea-Bissau [REDACTED*]
Guyana [REDACTED*]
Haiti [REDACTED*]
Honduras [REDACTED*]
Hong Kong [REDACTED*]
Hungary [REDACTED*]
Iceland [REDACTED*]
India [REDACTED*]
Indonesia [REDACTED*]
Iran [REDACTED*]
Iraq [REDACTED*]
Ireland [REDACTED*]
Israel [REDACTED*]
Italy [REDACTED*]
Ivory Coast [REDACTED*]
Jamaica [REDACTED*]
Japan [REDACTED*]
Jordan [REDACTED*]
Kazakhstan [REDACTED*]
Kenya [REDACTED*]
Kiribati [REDACTED*]
Kuwait [REDACTED*]
Kyrgyzstan [REDACTED*]
Laos [REDACTED*]
Latvia [REDACTED*]
Lebanon [REDACTED*]
Lesotho [REDACTED*]
Liberia [REDACTED*]
Libya [REDACTED*]
Liechtenstein [REDACTED*]
Lithuania [REDACTED*]
Luxembourg [REDACTED*]
SPRINT PROPRIETARY INFORMATION - RESTRICTED
17
[*CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.]
Macao [REDACTED*]
Macedonian [REDACTED*]
Madagascar [REDACTED*]
Malawi [REDACTED*]
Malaysia [REDACTED*]
Maldives [REDACTED*]
Mali Republic [REDACTED*]
Malta [REDACTED*]
Marshall Islands [REDACTED*]
Mauritania [REDACTED*]
Mauritius [REDACTED*]
Mayotte Island [REDACTED*]
Mexico [REDACTED*]
Micronesia [REDACTED*]
Moldavia [REDACTED*]
Monaco [REDACTED*]
Mongolia [REDACTED*]
Montserrat [REDACTED*]
Morocco [REDACTED*]
Mozambique [REDACTED*]
Myanmar [REDACTED*]
Namibia [REDACTED*]
Nauru [REDACTED*]
Nepal [REDACTED*]
Netherlands [REDACTED*]
Netherlands Antilles [REDACTED*]
Nevis Island [REDACTED*]
New Caledonia [REDACTED*]
New Zealand [REDACTED*]
Nicaragua [REDACTED*]
Niger Republic [REDACTED*]
Nigeria [REDACTED*]
Niue Island [REDACTED*]
North Korea [REDACTED*]
Norway [REDACTED*]
Oman [REDACTED*]
Pakistan [REDACTED*]
Palau Republic [REDACTED*]
Panama [REDACTED*]
Papua New Guinea [REDACTED*]
Paraguay [REDACTED*]
Peru [REDACTED*]
Philippines [REDACTED*]
Poland [REDACTED*]
Portugal [REDACTED*]
Qatar [REDACTED*]
SPRINT PROPRIETARY INFORMATION - RESTRICTED
18
[*CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.]
Reunion Island [REDACTED*]
Romania [REDACTED*]
Russia [REDACTED*]
Rwanda [REDACTED*]
Saint Helena [REDACTED*]
Saint Kitts [REDACTED*]
Saint Lucia [REDACTED*]
Saint Pierre [REDACTED*]
Saint Vincent [REDACTED*]
Saipan [REDACTED*]
San Marino [REDACTED*]
Sao Tome [REDACTED*]
Saudi Arabia [REDACTED*]
Senegal [REDACTED*]
Seychelles Island [REDACTED*]
Sierra Leone [REDACTED*]
Singapore [REDACTED*]
Slovakia [REDACTED*]
Slovenia [REDACTED*]
Solomon Island [REDACTED*]
Somalia [REDACTED*]
South Africa [REDACTED*]
South Korea [REDACTED*]
Spain [REDACTED*]
Sri Lanka [REDACTED*]
Sudan [REDACTED*]
Suriname [REDACTED*]
Swaziland [REDACTED*]
Sweden [REDACTED*]
Switzerland [REDACTED*]
Syria [REDACTED*]
Taiwan [REDACTED*]
Tajikstan [REDACTED*]
Tanzania [REDACTED*]
Thailand [REDACTED*]
Togo [REDACTED*]
Tonga [REDACTED*]
Trinidad & Tobago [REDACTED*]
Tunisia [REDACTED*]
Turkey [REDACTED*]
Turkmenistan [REDACTED*]
Turks & Caicos [REDACTED*]
Tuvalu [REDACTED*]
Uganda [REDACTED*]
Ukraine [REDACTED*]
United Arab Emirates [REDACTED*]
SPRINT PROPRIETARY INFORMATION - RESTRICTED
19
[*CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.]
United Kingdom [REDACTED*]
United States [REDACTED*]
Uruguay [REDACTED*]
Uzbekistan [REDACTED*]
Vanuatu [REDACTED*]
Vatican City [REDACTED*]
Venezuela [REDACTED*]
Vietnam [REDACTED*]
Wallis & Futuna [REDACTED*]
Western Samoa [REDACTED*]
Yemen Arab Republic [REDACTED*]
Yugoslavia [REDACTED*]
Zaire [REDACTED*]
Zambia [REDACTED*]
Zimbabwe [REDACTED*]
b. Customer will receive [REDACTED*] for its Sprint International Access
Service Usage Charges.
c. Customer will receive [REDACTED*], on its Sprint International Access
per call surcharges.
d. Customer will not be issued actual FONCARDs that would typically be
issued with this Service. Instead, Customer will create and distribute
its own card and carrier ("Customer Card") which shall contain the
appropriate toll free numbers required to utilize this Service. The
Customer Card must contain the Sprint logo in conformity with Sprint's
written guidelines, and Customer must obtain Sprint's written approval
of the Customer Card prior to its production and distribution. Sprint
is not liable for any costs associated with the Customer Cards,
including but not limited to, any costs associated with production
costs necessary to correct or change any toll free number printed
thereon. Customer's members to whom the Customer Cards are distributed
are the sole and exclusive customers of Customer. For the Term of
this Agreement and the two years thereafter, Sprint will not solicit
Customer's customers as a result of Sprint identifying such customers
by virtue of the relationship of the parties in this Agreement.
e. The rates described in subsection 4.a. above are [REDACTED*].
However, as stated herein, Sprint reserves the right to pass on to
Customer any tax, levy, or other surcharge which Sprint is obligated
to pay to a governmental authority or other third-party (e.g. foreign
P.T.T.), where: (1) such obligation is imposed by valid and lawful
legislation or other regulation, and (2) such obligation arises
directly out of the use of Sprint's Services pursuant to this
Agreement.
SPRINT PROPRIETARY INFORMATION - RESTRICTED
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[*CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.]
f. Using its standard fraud detection capabilities, Sprint shall set
detection parameters for calling card abuse in consultation with
Customer. [REDACTED*]. Customer agrees that unauthorized use of a card
code resulting from calling card abuse by a Customer employee, an
authorized card holder, or any other person (such as a relative or
acquaintance) to whom access to a card code is intentionally permitted
or facilitated by a Customer employee or authorized card holder, does
not constitute fraudulent use. During the Term Sprint's total
liability for fraud under this subsection [REDACTED*].
5. INSTALL WAIVERS. Sprint will waive:
a. [REDACTED*] on Sprint provided, domestic, voice service T-1access
lines installed during the Term.
Access lines installed under subsection a. above are subject to a 24
month continuous use requirement. If Customer disconnects any access
line receiving an installation waiver prior to the conclusion of the
minimum required continuous use period, Customer must pay a prorated
portion of the waived installation charges based upon the number of
months remaining in the period.
6. CREDITS
a. Following the conclusion of the Second MAC Contract Year One, Sprint
will issue an INCREMENTAL Credit as set forth in the table below based
upon Customer's Second MAC Contributory Services Usage Minutes and
Customer's compliance with Section 5.d.v) of the Agreement. The Credit
will be applied in the billing month following the conclusion of the
Second MAC Contract Year One.
Actual Second MAC Contributory
SERVICES USAGE MINUTES INCREMENTAL USAGE CREDIT
[REDACTED*] [REDACTED*]
If Customer's Second MAC Contributory Services Usage is not in
compliance with Section 5.d.v) of the Agreement, Sprint will issue an
INCREMENTAL Credit as set forth in the table below based upon
Customer's Second MAC Contributory Services Usage Charges. The Credit
will be applied in the billing month following the conclusion of the
Second MAC Contract Year One.
Actual Second MAC Contributory
SERVICES USAGE MINUTES INCREMENTAL USAGE CREDIT
[REDACTED*] [REDACTED*]
SPRINT PROPRIETARY INFORMATION - RESTRICTED
21
[*CERTAIN INFORMATION ON THIS PAGE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.]
b. Following the conclusion of the Second MAC Contract Year Two and each
Second MAC Contract Year during a Renewal Term, Sprint will issue an
INCREMENTAL Credit as set forth in the table below based upon
Customer's Second MAC Contributory Services Usage Minutes and
Customer's compliance with Section 5.d.v) of the Agreement. The Credit
will be applied in the billing month following the conclusion of the
Second MAC Contract Year Two.
Actual Second MAC Contributory
SERVICES USAGE MINUTES INCREMENTAL USAGE CREDIT
[REDACTED*] [REDACTED*]
If Customer's Second MAC Contributory Services Usage is not in
compliance with Section 5.d.v) of the Agreement, Sprint will issue an
INCREMENTAL Credit as set forth in the table below based upon
Customer's Second MAC Contributory Services Usage Charges. The Credit
will be applied in the billing month following the conclusion of the
Second MAC Contract Year Two.
Actual Second MAC Contributory
SERVICES USAGE MINUTES INCREMENTAL USAGE CREDIT
[REDACTED*] [REDACTED*]
7. ACCESS.
a. Customer will receive [REDACTED*], on its monthly recurring Sprint
provided, domestic, voice service T-1 access line charges (not
including ACF, COC and other access related charges) for access lines
installed for a two year or longer order term during the Term.
b. Sprint will [REDACTED*].
c. Sprint will [REDACTED*].
SPRINT PROPRIETARY INFORMATION - RESTRICTED
22