R17-098 1 RESOLUTION NO. R17-098
A RESOLUTION OF THE CITY OF BOYNTON BEACH,
FLORIDA, APPROVING A THREE YEAR MASTER SERVICES
AGREEMENT WITH AT&T FOR THE INSTALLATION OF A
20MB DEDICATED INTERNET CIRCUIT AND REACTIVE
DISTRIBUTED DENIAL OF SERVICE MONITORING FOR A
• TOTAL MONTHLY COST OF $911.11 SPLIT EQUALLY
10 BETWEEN POLICE AND FIRE DEPARTMENTS; AUTHORIZING
11 THE CITY MANAGER TO EXECUTE THE AGREEMENT; AND
1 . PROVIDING AN EFFECTIVE DATE.
1
1-
1 - WHEREAS, the installation of a 20MB dedicated internet circuit is used to provide
1: remote connectivity over an encrypted circuit for Police and Fire Department users; and
1 WHEREAS, this Master Services Agreement and upgrade of the current 10MB
1: circuit will not only be less expensive for twice the bandwidth, it will also terminate at Fire
1• Station 5 data center providing a more stable connection; and
2 s WHEREAS, the City Commission of the City of Boynton Beach, Florida , upon the
21 recommendation of staff, deems it to be in the best interests of the City residents to enter
22 into a three (3) year Master Services Agreement with AT&T for the installation of a 20MB
li
23 dedicated internet circuit and reactive distributed denial of service monitoring for a total
24 monthly cost of$911.11 split equally between police and fire departments.
2 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
2 THE CITY OF BOYNTON BEACH,FLORIDA, THAT:
2 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
28 being true and correct and are hereby made a specific part of this Resolution upon adoption
2• hereof.
3 I Section 2. The City Commission hereby approves the three (3) year Master
C:\Users\StanzionellAppData\Local\Microsoft\Windows\Temporary Internet
Files\Content.IE5\52FYTEOE\ATT_Master_Services_Agreement__Reso.doc
31 Services Agreement with AT&T the installation of a 20MB dedicated internet circuit and
3. reactive distributed denial of service monitoring for a total monthly cost of $911.11 split
3 equally between police and fire departments.
3- Section 3. The City Manager is authorized to sign the three (3) year Master
3- Services Agreement, a copy of which Agreement is attached hereto as Exhibit "A."
3: Section 4. This Resolution shall become effective immediately upon passage.
3 PASSED AND ADOPTED this 17th day of October, 2017.
3:
3• CITY OF BOYNTON BEACH, FLORIDA
4,
41 YES NO
4•
4 Mayor— Steven B. Grant =F
4,
4 Vice Mayor—Justin Katz
4:
4 Commissioner—Mack McCray
4:
4• Commissioner—Christina L. Romelus
54
51 Commissioner—Joe Casello
54
5
5. VOTE o
5
5. ATTEST:
5
5:
5•
6' Jus ith A. Pyle, CMC
61 C4ty Clerk . 011111'
62 Q
63 0•
64
65 (Corporate Seal) ~j k
66
C:\Users\StanzioneT\AppData\Local\Microsoft\Windows\Temporary Internet
Files\Content.IE5\52FYTEOEWTT_Master_Services_Agreement__Reso.doc
at&t
AT&T Business Solutions October 2, 2017
Floor 3, West Tower
11760 US Highway One
North Palm Beach, FL 33408
Doug Solomon
Technical Services Manager
Boynton Beach Police Department
Dear Doug,
Attached you will find an AT&i dules for Managed
Internet Service and Reactive De ices under a 36-
month term. For pricing purpose: -35F-0249J is
hereby included by reference into
AT&T Managed Internet Access
Mont /
50MB Access $680.4
20MB Port with router
Total $813.11
AT&T Reactive DDoS Service
Monthly Reactive DDoS charge per circa.
Per mitigation instance charge - $497.00
charged every time mitigation is activated-
Total Monthly for Managed Internet Service and Reactive DDoS: $911.11
Please let us know if you have any questions.
Best regards,
Nancy
Nancy M.Vinez
Strategic Acc:—int Manager: Florida G,,
11760 US Highway One Floor 3 West Towers Nort Pala
nifi- r' I Cell: 561-568-3971 I Fax: 20::
email: nancv.%me/Uatt.com
Connect people with their world, everywhere they live and work and do it better than anybody else.
Contract Id: 8546095
AT&T AT&T MA Reference No.NON MA
AT&T SECURE NETWORK GATEWAY SERVICES
AT&T MANAGED SECURITY SERVICES
AT&T CLOUD WEB SECURITY SERVICES
PRICING SCHEDULE
Customer AT&T
City of Boynton Beach AT&T Corp
100 E BOYNTON BEACH BLVD
BOYNTON BEACH
FL
33435
United States of America
Customer Contact(for Notices) AT&T Contact(for Notices)
❑Primary AT&T Contact
Name:Doug Solomon Name:Nancy Vinez
Title:Technical Services Manager 11760 US Highway 1
100 E BOYNTON BEACH BLVD North Palm Beach
BOYNTON BEACH FL
FL 33408
33435 United States of America
United States of America Telephone: 5615683971 Fax:
Telephone:5617426171 Email:nv5238@att.com
Fax: Sales/Branch Manager: Esperanzo Diaz-Bello
Email:solomond@bbfl.us SCVP Name:
Customer Account Number or Master Account Number: NON MA Sales Strata:Government,Education,Medical Sales Region:
United States
With a copy(for Notices)to:
AT&T Corp.
One AT&T Way
Bedminster,NJ 07921-0752
ATTN: Master Agreement Support Team
Email: mastatt.com
AT&T Solution Provider or Representative Information (if applicable)❑
Name:
Telephone Fax: Email: Agent Code
This Pricing Schedule is part of the Agreement between AT&T and Customer referenced above.
Customer AT&T
(by its authorized representative) (by its authorized representative)
By: By:
Name: Name:
Title: Title:
Date: Date:
(MA XI,UAI,or UAII) AT&T and Customer Confidential Information September 2017
no_epcs_processed Page 1 of 5
Contract Id: 8546095
AT&T SECURE NETWORK GATEWAY SERVICE
AT&T MANAGED SECURITY SERVICES
AT&T CLOUD WEB SECURITY SERVICES
PRICING SCHEDULE
1. SERVICES
AT&T Secure Network Gateway Services(SNG) Service Publication Location
• AT&T Distributed Denial Of Service(DDOS)as described
in this Pricing Schedule in Exhibit C http://servicequidenew.att.com/sq flashPlayerPage/SNG
2. PRICING SCHEDULE TERM AND EFFECTIVE DATES
Pricing Schedule Term 36 months
Pricing Schedule Term Start Date First day of first full billing cycle following implementation of this
Pricing Schedule in AT&T's billing system
Effective Date of Rates and Discounts Effective Date of this Pricing Schedule
3. MINIMUM PAYMENT PERIOD
Service Components Percent of Monthly Service Fees Due Upon Termination Minimum Payment Period
Prior to Completion of Minimum Payment Periodt per Service Component*
All Service Components 500/0 Longer of 12 months or until the
end of the Pricing Schedule Term
tTermination Charges will be based on the net change in monthly service fees if Customer downgrades a Service Component.
*Does not apply if Customer terminates a Service within thirty(30)calendar days after the date that same Service is first provisioned
and made available for use.
4. NOTIFICATION PERIOD
Service and Service Component Withdrawals during Pricing Schedule Term
Prior Notice Required from AT&T to Withdraw 12 months
and Terminate a Service
Prior Notice Required from AT&T to Withdraw 120 days
and Terminate a Service Component
5. ADDITIONAL TERMS AND CONDITIONS
5.1. Compliance with Laws
When using the Service, Customer is responsible for, designs and sets all filtering and interception policies (Security Policies). AT&T
undertakes only to implement the Security Policies. As between AT&T and Customer, Customer is solely responsible for obtaining and
complying with the authorizations,licenses and permissions required by law for use of the Service and to notify and obtain consents from end
users for implementation of the Security Policies regarding interception and/or monitoring of communications, including email and Internet
use. Customer agrees to and to secure end-user agreement to provide reasonable cooperation with AT&T in connection with responses to
requests or requirements of a regulator,authority or other competent govemmental body concerning the Service.
5.2. Taxes
AT&T intends to charge and collect taxes based on the delivery of any Third Party Software,Maintenance,and AT&T Services to the address
provided above for Customer. For the avoidance of doubt, Customer acknowledges and agrees that it will be responsible for all taxes
(including associated interest and penalties)arising from or relating to any distribution or delivery of any Third Party Software, Maintenance,
or AT&T Services by Customer to(or otherwise any use by)any[affiliate]or[end user]of Customer.
(MA XI,UAI,or UAII) AT&T and Customer Confidential Information September 2017
no_epcs_processed Page 2 of 5
Contract Id: 8546095
AT&T SECURE NETWORK GATEWAY SERVICE
AT&T MANAGED SECURITY SERVICES
AT&T CLOUD WEB SECURITY SERVICES
PRICING SCHEDULE
5.3. Country Currency for the Bundle: USD
5.4. Additional Bundle Discount
The Bundled Discount applies to Monthly Recurring Charges only and requires purchase of at least two(2)Services under this Pricing
Schedule.
5.5. Abbreviations
For purposes of this Pricing Schedule Monthly Recurring Charge shall be referred to as MRC, Non-Recurring Charge shall be referred to as
NRC and Annual Recurring Charges shall be referred to as ARC.
(MA XI,UAI,or UAII) AT&T and Customer Confidential Information September 2017
no_epcs_processed Page 3 of 5
Contract Id: 8546095
AT&T SECURE NETWORK GATEWAY SERVICE
AT&T MANAGED SECURITY SERVICES
AT&T CLOUD WEB SECURITY SERVICES
PRICING SCHEDULE
AT&T DISTRIBUTED DENIAL OF SERVICE(DDOS)DEFENSE SERVICE RATES
EXHIBIT C
7. AT&T DISTRIBUTED DENIAL OF SERVICE(DDOS DEFENSE SERVICE RATES)
7.1. Service Components
Service Component Undiscounted Discount Discounted Additional MRC after
(Service Level) MRC MRC Bundle Bundle
Discount Discount
DDoS Defense Shared Reactive Service per
circuit fee
Reactive service supporting from 10Mbps up to $140.00 30% $98.0000 8% $90.1600
but not including 100Mbps circuit
Reactive service supporting from 100Mbps up $430.00 30% $301.0000 8% $276.9200
to 1Gbps circuit
7.2. Mitigation Usage Charges
Service Component Undiscounted Usage Discount Discounted Usage
Charge per Occurrence Charge per Occurrence
Service Level
Expedited Provisioning $5,000.00 0% $5,000.0000
Mitigation Usage Charges
Mitigation charge per instance $710.00 30% $497.0000
(MA XI,UAI,or UAII) AT&T and Customer Confidential Information September 2017
no_epcs_processed Page 4 of 5
Contract Id: 8546095
AT&T SECURE NETWORK GATEWAY SERVICE
AT&T MANAGED SECURITY SERVICES
AT&T CLOUD WEB SECURITY SERVICES
PRICING SCHEDULE
AT&T DISTRIBUTED DENIAL OF SERVICE(DDOS)DEFENSE SERVICE RATES
EXHIBIT C
8. CUSTOMER'S INITIAL ORDER
This section describes the services the customer has ordered as of the pricing schedule effective date at the prices set forth in
previous sections
8.1. AT&T DISTRIBUTED DENIAL OF SERVICE
8.1.1. Recurring Features
Service Component Quantity
(Service Level)
DDoS Defense Shared Reactive Service per circuit fee
Reactive service supporting from 10Mbps up to but not 1
including 100Mbps circuit
9. Summary of Charges for Initial Order
Service Monthly Recurring Non-Recurring Charges
Charges less Discount* less Discount
AT&T Distributed Denial of Service $98.00 $0.00
*Charges do not reflect the SNG bundle discount,if applicable
(MA XI,UAI,or UAII) AT&T and Customer Confidential Information September 2017
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at&t
AT&T Business Solutions October 2, 2017
Floor 3, West Tower
11760 US Highway One
North Palm Beach, FL 33408
Doug Solomon
Technical Services Manager
Boynton Beach Police Department
Dear Doug,
Attached you will find an AT&T Master Services Agreement and Pricing Schedules for Managed
Internet Service and Reactive Denial of Service. Below is pricing for both services under a 36-
month term. For pricing purposes,the AT&T Corp. GSA Schedule contract GS-35F-0249J is
hereby included by reference into this quotation.
AT&T Managed Internet Access
Monthly
50MB Access $680.40
20MB Port with router $132.71
Total $813.11
AT&T Reactive DDoS Service
Monthly Reactive DDoS charge per circuit $98.00
Per mitigation instance charge - $497.00
charged every time mitigation is activated-
Total Monthly for Managed Internet Service and Reactive DDoS: $911.11
Please let us know if you have any questions.
Best regards,
Nancy
Nancy M.Vinez
Strategic Account Manager: Florida Government& Education I AT&T Business Solutions
11760 US Highway One Floor 3 West Towers Hort Palm Beach, FL 33408
Office: 5F 1.•77 --4741 ' Cell: 561-568-3971 I Fax: 205-402-7571
email: nancv.vinez@,att.com
Connect people with their world, everywhere they live and work and do it better than anybody else.
Contract Id: 8542014
AT&T MA Reference No.MA3521468UA
4.04 AT&T PS Contract ID MIS3521467
atsct
AT&T MANAGED INTERNET SERVICE
PRICING SCHEDULE
Customer AT&T
CITY OF BOYNTON BEACH AT&T Corp.
Street Address: 100 E BOYNTON BEACH BLVD
City: BOYNTON BEACH State/Province: FL
Zip Code: 33435 Country: United States
Customer Contact(for Notices) AT&T Contact(for Notices)
Name: Doug Solomon Name: LIZMARY WHYTE
Title:Mr. Street Address: 100 W CYPRESS CREEK RD N/A
Street Address: 100 E Boynton Beach Blvd City: FORT LAUDERDALE State/Province: FL
City: Boynton Beach Zip Code: 33309 Country: United States
State/Province: FL Telephone: 561-568-3964
Zip Code: 334353838 Email: Iw8703@us.att.com
Country: United States Sales/Branch Manager: ERIK LINDBORG
Telephone: 561-742-6171 SCVP Name: ERIK LINDBORG
Email: SolomonD@bbfl.us Sales Strata: Retail Sales Region: SE
With a copy(for Notices)to:
AT&T Corp.
One AT&T Way
Bedminster, NJ 07921-0752
ATTN: Master Agreement Support Team
Email: mast(a)att.com
AT&T Solution Provider or Representative Information(if applicable)❑
Name1: Company Name:
Agent Street Address: City: State: Zip Code: Country:
Telephone: Fax: Email: Agent Code:
This Pricing Schedule is part of the Agreement between AT&T and Customer referenced above.
Customer AT&T
(by its authorized representative) (by its authorized representative)
By: By:
Name: Name:
Title: Title:
Date: Date:
AT&T and Customer Confidential Information
Page 1
ASAP!
MIS Standard 2014 Rate Plan
ROME ID 1-5HBJVOM PS MIS 2014 07/27/2016
Contract Id: 8542014
AT&T MA Reference No. MA3521468UA
AT&T PS Contract ID MIS3521467
AT&T MANAGED INTERNET SERVICE
PRICING SCHEDULE
1. SERVICES
Service Service Publication Location
AT&T Managed Internet Service(MIS) http://servicequidenew.att.com/sg flashPlayerPage/MIS
AT&T Bandwidth Services http://serviceguidenew.att.com/sg flashPlayerPage/BWS
2. PRICING SCHEDULE TERM AND EFFECTIVE DATES
Pricing Schedule Term 36 Months
Pricing Schedule Term Start Date Effective Date of this Pricing Schedule
Effective Date of Rates and Discounts Effective Date of this Pricing Schedule
3. MINIMUM PAYMENT PERIOD
Service Components Percent of Monthly Charges Due Upon Termination Minimum Payment Period
Prior to Completion of Minimum Payment Period per Service Component
All Service Components 50% Longer of 12 months or until the end of
the Pricing Schedule Term
4. SERVICE OR SERVICE COMPONENT WITHDRAWAL
AT&T may discontinue a Service or Service Component as provided in the applicable Service Guide and in the case of a Service or Service Component
that is supplied to AT&T by a third party service provider upon thirty(30)days written notice.
5. RATES(US Mainland,and HI only)
Section I: AT&T Managed Internet Service
Access Bandwidth-
Table 1:DNS Services
Option Undiscounted MRC
Additional Primary DNS(available in increments of up to 15 zones with a maximum of 150 Kilobytes of zone file data) $100 per DNS increment
Additional Secondary DNS(available in increments of up to 15 zones with a maximum of 150 Kilobytes of zone file data) $100 per DNS increment
Table 2:MIS Tele—Installation
Discount: 100.00%
MIS Speed Undiscounted MIS Installation Fee Undiscounted MIS w/Managed Router
Installation Fee
56 Kbps $1,000 $1,000
128 Kbps-1.5 Mbps $1,000 $1,000
NxT-1 $2,500 $2,500
Tiered/Full T-3 $5,000 N/A
Tiered OC-3,OC-12, $10,000 N/A
OC-48
Ethemet $1,500# $1,500**#
10 Gig Ethernet*and up $1,500# $1,500
AT&T and Customer Confidential Information
Page 2
ASAP!
MIS Standard 2014 Rate Plan
ROME ID 1-5HBJVOM PS MIS 2014 07/27/2016
Contract Id: 8542014
AT&T MA Reference No. MA3521468UA
AT&T PS Contract ID MIS3521467
AT&T MANAGED INTERNET SERVICE
PRICING SCHEDULE
*Service not available with MPLS PNT
**Pricing available for MIS speeds of 100 Mbps and below and with electrical interfaces only.
K Pricing also applies to Service locations in Alaska
Table 3:On-Site Installation
Discount: 0.00%
MIS Speed Undiscounted MIS wI Managed Router Only Installation Fee
56 Kbps $999
128 Kbps-1,5 Mbps S999
NxT-1 $999
Tiered/Full T-3 $1,000
Tiered OC-3,OC-12,OC-48 $10,000
Ethernet $1,500'
10 Gig Ethernet and up $1,500
Nx10Gig Ethernet $3,500
Pricing also applies to Service locations in Alaska
Table 4: Flexible Bandwidth Billing Option—Ethernet`
MIS&MIS w/Managed Router Discount: 10.00% Incremental Usage Fee Discount: 10.00%
Applies to all Tiered Bandwidth Minimum Commitments in this table unless an Applies to all Tiered Bandwidth Minimum
override discount is indicated. Commitments in this table unless an override
discount is indicated.
Tiered Bandwidth Undiscounted MIS MRC Undiscounted MIS w/ Undiscounted Incremental Usage Fee
Minimum Commitment Managed Router MRC
MIS&MIS w/Managed Router Discount for the following: Incremental Usage Fee Discount for the following:
0.5 Mbps $257 $385 $940
1.0 Mbps $258 S386 $510
1.5 Mbps $259 $387 $380
2 Mbps $260 $388 $355
3 Mbps $261 $389 $340
4 Mbps $262 $390 $325
5 Mbps $263 $391 $270
6 Mbps S264 $392 $250
7 Mbps $265 $393 $245
8 Mbps $266 $394 $235
9 Mbps $267 $395 $230
MIS&MIS w/Managed Router Discount for the following: 77.00% Incremental Usage Fee Discount for the
following:
10 Mbps $268 $396 $198.00
15 Mbps S359 $487 $162.33
20 Mbps $449 $577 $144.25
25 Mbps $542 $670 $134.00
MIS&MIS w/Managed Router Discount for the following: Incremental Usage Fee Discount for the
following:
30 Mbps $633 $761 $126.83
AT&T and Customer Confidential Information
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ASAP!
MIS Standard 2014 Rate Plan
ROME ID 1-5HBJVOM PS MIS 2014 07/27/2016
Contract Id: 8542014
AT&T MA Reference No.MA3521468UA
AT&T PS Contract ID MIS3521467
AT&T MANAGED INTERNET SERVICE
PRICING SCHEDULE
35 Mbps $680 $854 $122.00
40 Mbps $812 $945 $118.13
•
45 Mbps $817 $950 $105.56
MIS&MIS wI Managed Router Discount for the following:77.00% Incremental Usage Fee Discount for the
following:
50 Mbps $813 $955 $95.50
60 Mbps $946 $1,100 $91.67
70 Mbps $1,032 $1,200 $85.71
75 Mbps $1,118 $1,300 $86.67
80 Mbps $1,204 $1,420 $88.75
90 Mbps $1,290 $1,500 $83.33
MIS&MIS w/Managed Router Discount for the following:77.00% Incremental Usage Fee Discount for the
following:
100 Mbps $1,400 $1,555 $77.75
120 Mbps $1,770 $1,937 $80.71
144 Mbps $1,790 $1,960 $68.06
150 Mbps $1,800 $1,965 $65.50
155 Mbps $1,820 $2,020 $65.16
MIS&MIS wI Managed Router Discount for the following: Incremental Usage Fee Discount for the
following:
200 Mbps $2,000 $2,100 $52.50
250 Mbps $2,150 $2,240 $44.80
300 Mbps $2,250 $2,620 $43.67
350 Mbps $2,500 $3,125 $44.64
MIS&MIS wI Managed Router Discount for the following: Incremental Usage Fee Discount for the
following:
400 Mbps $2,700 $3,380 $42.25
450 Mbps $3,000 $3,720 $41.33
500 Mbps $3,500 $4,325 $43.25
550 Mbps $3,650 $4,425 $40.23
600 Mbps $4,096 $4,840 $40.33
622 Mbps $4,117 $5,000 $40.19
MIS&MIS w/Managed Router Discount for the following: Incremental Usage Fee Discount for the
following:
700 Mbps $4,199 $5,240 $37.43
800 Mbps $4,301 $5,440 $34.00
900 Mbps $4,403 $5,540 $30.78
1000 Mbps $4,505 $5,620 $28.10
"Pricing also applies to Service locations in Alaska(Override discounts are not applicable to Service locations in Alaska)
Table 5: Local Access
Local access prices listed below are for orders placed within 12 months of this Pricing Schedule Effective Date("Local Access Pricing Term"). All local
access orders placed after the expiration of the Local Access Pricing Term will be treated on an individual case basis,and set out in a Pricing
Addendum signed by the parties or an AT&T order form signed by Customer and accepted by AT&T,as applicable.
NPAINXX Location Access Local Access Non-Recurring Charge Local Access Net Monthly Recurring
Bandwidth Charge
AT&T and Customer Confidential Information
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MIS Standard 2014 Rate Plan
ROME ID 1-5HBJVOM PS MIS 2014 07/27/2016
Contract Id: 8542014
AT&T MA Reference No. MA3521468UA
AT&T PS Contract ID MIS3521467
AT&T MANAGED INTERNET SERVICE
PRICING SCHEDULE
2080 High Ridge
561364 Rd,Boynton MIS Ethernet
Beach,FL,US, Access 50 Mbps $0.00 $680.40
33426
Section II: Additional Service Fees
Moving Fee(during hours) $1,000 per location*
Additional Moving Fee(outside standard operating hours—8:00 a.m.to 5:00 p.m.Monday through Friday) Additional$500 per location*
`Subject to availability,pricing also applies to Service locations in Alaska
This is the last page of the Pricing Document.
AT&T and Customer Confidential Information
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ASAP!
MIS Standard 2014 Rate Plan
ROME ID 1-5HBJVOM PS MIS 2014 07/27/2016
Contract Id: 8542015
AT&T MA Reference No.MA3521468UA
atsit
MASTER AGREEMENT
Customer AT&T
CITY OF BOYNTON BEACH AT&T Corp.
Street Address: 100 E BOYNTON BEACH BLVD
City:BOYNTON BEACH State/Province: FL
Zip Code:33435 Country: United States
Customer Contact(for notices) AT&T Contact(for notices)
Name: Doug Solomon Street Address: 100 W CYPRESS CREEK RD N/A
Title: Mr. City: FORT LAUDERDALE State/Province: FL
Street Address: 100 E Boynton Beach Blvd Zip Code: 33309 Country: United States
City: Boynton Beach
State/Province: FL With a copy to:
Zip Code: 334353838 AT&T Corp.
Country: United States One AT&T Way
Telephone: 561-742-6171 Bedminster,NJ 07921-0752
Fax: ATTN: Master Agreement Support Team
Email: SolomonD@bbfl.us Email: mastAatt.com
This Master Agreement ("Master Agreement"), between the customer named above ("Customer") and the AT&T entity named above
("AT&T"),is effective when signed by both Customer and AT&T
Customer AT&T
(by its authorized representative) (by its authorized representative)
By: By:
Name: Name:
Title: Title:
Date: Date:
AT&T and Customer Confidential Information
Page 1 of 9
ROME ID 1-5HBJVOM UA VER 111 11/16/2012
Contract Id: 8542015
MASTER AGREEMENT
1. INTRODUCTION
1.1 Overview of Documents.This Master Agreement and the following additional documents(collectively,the"Agreement")shall apply to
all products and services AT&T provides Customer pursuant to this Agreement("Services") and shall continue in effect so long as Services are
provided under this Agreement:
(a) Pricing Schedules.A"Pricing Schedule"means a pricing schedule(including related attachments)or other document that is attached
to or is later executed by the parties and references this Master Agreement. A Pricing Schedule includes the Services, the pricing
(including discounts and commitments,if applicable)and the pricing schedule term("Pricing Schedule Term").
(b) Tariffs and Guidebooks."Tariffs"are documents containing the descriptions,pricing and other terms and conditions for a Service that
AT&T or its Affiliates file with regulatory authorities."Guidebooks"are documents(designated as Guidebooks or Price Lists)containing
the descriptions, pricing and other terms and conditions for a Service that were but no longer are filed with regulatory authorities.
Tariffs and Guidebooks can be found at att.com/servicepublications or other locations AT&T may designate.
(c) Acceptable Use Policy.AT&T's Acceptable Use Policy("AUP")applies to(i)Services provided over or accessing the Internet and(ii)
wireless(i.e.,cellular)data and messaging Services.The AUP can be found at att.com/aup or other locations AT&T may designate.
(d) Service Guides.The descriptions, pricing and other terms and conditions for a Service not covered by a Tariff or Guidebook may be
contained in a Service Guide,which can be found at att.com/servicepublications or other locations AT&T may designate.
1.2 Priority of Documents.The order of priority of the documents that form this Agreement is:the applicable Pricing Schedule or Order;
this Master Agreement; the AUP; and Tariffs, Guidebooks and Service Guides; provided that Tariffs will be first in priority in any jurisdiction
where applicable law or regulation does not permit contract terms to take precedence over inconsistent Tariff terms.
1.3 Revisions to Documents.Subject to Section 8.2(b)(Materially Adverse Impact),AT&T may revise Service Publications at any time.
1.4 Execution by Affiliates. An AT&T Affiliate or Customer Affiliate may sign a Pricing Schedule in its own name, and such Affiliate
contract will be a separate but associated contract incorporating the terms of this Agreement. Customer and AT&T will cause their respective
Affiliates to comply with any such separate and associated contract.
2. AT&T DELIVERABLES
2.1 Services. AT&T will either provide or arrange to have an AT&T Affiliate provide Services to Customer and its Users, subject to the
availability and operational limitations of systems, facilities and equipment. Where required, an AT&T Affiliate authorized by the appropriate
regulatory authority will be the service provider. If an applicable Service Publication expressly permits placement of an order for a Service under
this Master Agreement without the execution of a Pricing Schedule, Customer may place such an order using AT&T's standard ordering
processes(an "Order"), and upon acceptance by AT&T,the Order shall otherwise be deemed a Pricing Schedule under this Master Agreement
for the Service ordered.
2.2 AT&T Equipment.Services may be provided using equipment owned by AT&T that is located at the Site("AT&T Equipment"),but title
to the AT&T Equipment will remain with AT&T.Customer must provide adequate space and electric power for the AT&T Equipment and keep the
AT&T Equipment physically secure and free from liens and encumbrances.Customer will bear the risk of loss or damage to the AT&T Equipment
(other than ordinary wear and tear),except to the extent caused by AT&T or its agents.
2.3 Purchased Equipment. Except as specified in a Service Publication, title to and risk of loss of Purchased Equipment shall pass to
Customer on delivery to the transport carrier for shipment to Customer's designated location.
2.4 License and Other Terms. Software, Purchased Equipment and Third-Party Services may be provided subject to the terms of a
separate license or other agreement between Customer and either the licensor,the third-party service provider or the manufacturer.Customer's
execution of the Pricing Schedule for or placement of an Order for Software, Purchased Equipment or Third-Party Services is Customer's
agreement to comply with such separate agreement. Unless a Service Publication specifies otherwise,AT&T's sole responsibility with respect to
Third-Party Services is to place Customer's orders for Third-Party Services, except that AT&T may invoice and collect payment from Customer
for the Third-Party Services.
3. CUSTOMER'S COOPERATION
3.1 Access Right. Customer will in a timely manner allow AT&T access as reasonably required for the Services to property and
equipment that Customer controls and will obtain at Customer's expense timely access for AT&T as reasonably required for the Services to
property controlled by third parties such as Customer's landlord. AT&T will coordinate with and, except in an emergency, obtain Customer's
consent to enter upon Customer's property and premises, which consent shall not be unreasonably withheld. Access rights mean the right to
construct, install,repair, maintain, replace and remove access lines and network facilities and the right to use ancillary equipment space within a
building for Customer's connection to AT&T's network. Customer must provide AT&T timely information and access to Customer's facilities and
equipment as AT&T reasonably requires for the Services,subject to Customer's reasonable security policies. Customer will furnish any conduit,
holes, wireways, wiring, plans, equipment, space, power/utilities and other items as AT&T reasonably requires for the Services and will obtain
any necessary licenses, permits and consents(including easements and rights-of-way). Customer will have the Site ready for AT&T to perform
its work according to a mutually agreed schedule.
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3.2 Safe Working Environment. Customer will ensure that the location at which AT&T installs, maintains or provides Services is a safe
working environment, free of Hazardous Materials and reasonably suitable for the Services. "Hazardous Materials" mean any substance or
material capable of posing an unreasonable risk to health, safety or property or whose use, transport, storage, handling, disposal or release is
regulated by any law related to pollution,to protection of air,water or soil or to health and safety.AT&T shall have no obligation to perform work
at a location that is not a suitable and safe working environment or to handle,remove or dispose of Hazardous Materials.
3.3 Users."User"means anyone who uses or accesses any Service provided to Customer.Customer will cause Users to comply with this
Agreement and is responsible for Users'use of any Service unless expressly provided to the contrary in an applicable Service Publication.
3.4 Resale of Services. Customer may not resell the Services or rebrand the Services for resale to third parties without AT&T's prior
written consent.
4. PRICING AND BILLING
4.1 Pricing and Pricing Schedule Term; Terms Applicable After End of Pricing Schedule Term. The prices listed in a Pricing
Schedule are stabilized until the end of the Pricing Schedule Term and will apply in lieu of the corresponding prices set forth in the applicable
Service Publication. No promotion, credit, discount or waiver set forth in a Service Publication will apply. Unless the Pricing Schedule states
otherwise, at the end of the Pricing Schedule Term, Customer may continue Service(subject to any applicable notice or other requirements in a
Service Publication for Customer to terminate a Service Component) under a month-to-month service arrangement at the prices, terms and
conditions in effect on the last day of the Pricing Schedule Term.AT&T may change such prices,terms or conditions on 30 days'prior notice to
Customer.
4.2 Additional Charges and Taxes. Prices set forth in a Pricing Schedule are exclusive of and Customer will pay all taxes (excluding
those on AT&T's net income), surcharges, recovery fees, customs clearances, duties, levies, shipping charges and other similar charges (and
any associated interest and penalties resulting from Customer's failure to timely pay such taxes or similar charges)relating to the sale,transfer of
ownership,installation,license,use or provision of the Services,except to the extent Customer provides a valid exemption certificate prior to the
delivery of Services.To the extent required by law,Customer may withhold or deduct any applicable taxes from payments due to AT&T,provided
that Customer will use reasonable commercial efforts to minimize any such taxes to the extent allowed by law or treaty and will fumish AT&T with
such evidence as may be required by relevant taxing authorities to establish that such tax has been paid so that AT&T may claim any applicable
credit.
4.3 Billing. Unless a Service Publication specifies otherwise, Customer's obligation to pay for a Service Component begins upon
availability of the Service Component to Customer. Customer will pay AT&T without deduction, setoff or delay for any reason (except for
withholding taxes as provided in Section 4.2 - Additional Charges and Taxes or in Section 4.5 - Delayed Billing; Disputed Charges). At
Customer's request, but subject to AT&T's consent (which may not be unreasonably withheld or withdrawn), Customer's Affiliates may be
invoiced separately,and AT&T will accept payment from such Affiliates.Customer will be responsible for payment if Customer's Affiliates do not
pay charges in accordance with this Agreement. AT&T may require Customer or its Affiliates to tender a deposit if AT&T determines, in its
reasonable judgment,that Customer or its Affiliates are not creditworthy,and AT&T may apply such deposit to any charges owed.
4.4 Payments. Payment is due within 30 days after the date of the invoice (unless another date is specified in an applicable Tariff or
Guidebook) and must refer to the invoice number. Charges must be paid in the currency specified in the invoice. Restrictive endorsements or
other statements on checks are void.Customer will reimburse AT&T for all costs associated with collecting delinquent or dishonored payments,
including reasonable attorneys'fees.AT&T may charge late payment fees at the lowest of(a)1.5%per month(18%per annum),(b)for Services
contained in a Tariff or Guidebook at the rate specified therein,or(c)the maximum rate allowed by law for overdue payments.
4.5 Delayed Billing; Disputed Charges. Customer will not be required to pay charges for Services initially invoiced more than 6 months
after close of the billing period in which the charges were incurred, except for calls assisted by an automated or live operator. If Customer
disputes a charge,Customer will provide notice to AT&T specifically identifying the charge and the reason it is disputed within 6 months after the
date of the invoice in which the disputed charge initially appears, or Customer waives the right to dispute the charge. The portion of charges in
dispute may be withheld and will not be considered overdue until AT&T completes its investigation of the dispute, but Customer may incur late
payment fees in accordance with Section 4.4(Payments). Following AT&T's notice of the results of its investigation to Customer, payment of all
properly due charges and properly accrued late payment fees must be made within ten (10)business days.AT&T will reverse any late payment
fees that were invoiced in error.
4.6 Credit Terms.AT&T retains a lien and purchase money security interest in each item of Purchased Equipment and Vendor Software
until Customer pays all sums due.AT&T is authorized to sign and file a financing statement to perfect such security interest.
4.7 MARC. Minimum Annual Revenue Commitment("MARC") means an annual revenue commitment set forth in a Pricing Schedule that
Customer agrees to satisfy during each 12-consecutive-month period of the Pricing Schedule Term. If Customer fails to satisfy the MARC for any
such 12-month period, Customer will pay a shortfall charge in an amount equal to the difference between the MARC and the total of the
applicable MARC-Eligible Charges incurred during such 12-month period, and AT&T may withhold contractual credits until Customer pays the
shortfall charge.
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4.8 Adjustments to MARC.
(a) In the event of a business downturn beyond Customer's control, or a corporate divestiture, merger, acquisition or significant
restructuring or reorganization of Customer's business, or network optimization using other Services, or a reduction of AT&T's prices,
or a force majeure event, any of which significantly impairs Customer's ability to meet a MARC,AT&T will offer to adjust the affected
MARC to reflect Customer's reduced usage of Services(with a corresponding adjustment to the prices,credits or discounts available
at the reduced MARC level). If the parties reach agreement on a revised MARC,AT&T and Customer will amend the affected Pricing
Schedule prospectively. This Section 4.8 will not apply to a change resulting from Customer's decision to use service providers other
than AT&T. Customer will provide AT&T notice of the conditions Customer believes will require the application of this provision. This
provision does not constitute a waiver of any charges, including monthly recurring charges and shortfall charges,Customer incurs prior
to amendment of the affected Pricing Schedule.
(b) If Customer,through merger,consolidation, acquisition or otherwise, acquires a new business or operation, Customer and AT&T may
agree in writing to include the new business or operation under this Agreement.Such agreement will specify the impact, if any,of such
addition on Customer's MARC or other volume or growth discounts and on Customer's attainment thereof.
5. CONFIDENTIAL INFORMATION
5.1 Confidential Information. Confidential Information means: (a) information the parties or their Affiliates share with each other in
connection with this Agreement or in anticipation of providing Services under this Agreement(including pricing or other proposals), but only to
the extent identified as Confidential Information in writing; and (b)except as may be required by applicable law or regulation,the terms of this
Agreement.
5.2 Obligations.A disclosing party's Confidential Information will,for a period of 3 years following its disclosure to the other party(except
in the case of software,for which the period is indefinite):(a)not be disclosed,except to the receiving party's employees,agents and contractors
having a need-to-know (but only if such agents and contractors are not direct competitors of the other party and agree in writing to use and
disclosure restrictions as restrictive as this Section 5)or to the extent authorized to be revealed by law,governmental authority or legal process
(but only if such disclosure is limited to that which is so authorized and prompt notice is provided to the disclosing party to the extent practicable
and not prohibited by law, governmental authority or legal process); (b) be held in confidence; and (c) be used only for purposes of using the
Services,evaluating proposals for new services or performing this Agreement(including in the case of AT&T to detect fraud,to check quality and
to operate,maintain and enhance the network and Services).
5.3 Exceptions. The restrictions in this Section 5 will not apply to any information that: (a) is independently developed by the receiving
party without use of the disclosing party's Confidential Information; (b)is lawfully received by the receiving party free of any obligation to keep it
confidential;or(c)becomes generally available to the public other than by breach of this Agreement.
5.4 Privacy. Each party is responsible for complying with the privacy laws applicable to its business. AT&T shall require its personnel,
agents and contractors around the world who process Customer Personal Data to protect Customer Personal Data in accordance with the data
protection laws and regulations applicable to AT&T's business. If Customer does not want AT&T to comprehend Customer data to which it may
have access in performing Services, Customer must encrypt such data so that it will be unintelligible. Customer is responsible for obtaining
consent from and giving notice to its Users, employees and agents regarding Customer's and AT&T's collection and use of the User, employee
or agent information in connection with a Service.Customer will only make accessible or provide Customer Personal Data to AT&T when it has
the legal authority to do so. Unless otherwise directed by Customer in writing, if AT&T designates a dedicated account representative as
Customer's primary contact with AT&T, Customer authorizes that representative to discuss and disclose Customer's customer proprietary
network information to any employee or agent of Customer without a need for further authentication or authorization.
6. LIMITATIONS OF LIABILITY AND DISCLAIMERS
6.1 Limitation of Liability.
(a) EITHER PARTY'S ENTIRE LIABILITY AND THE OTHER PARTY'S EXCLUSIVE REMEDY FOR DAMAGES ON ACCOUNT OF ANY
CLAIM ARISING OUT OF AND NOT DISCLAIMED UNDER THIS AGREEMENT SHALL BE:
(i) FOR BODILY INJURY, DEATH OR DAMAGE TO REAL PROPERTY OR TO TANGIBLE PERSONAL PROPERTY
PROXIMATELY CAUSED BY A PARTY'S NEGLIGENCE,PROVEN DIRECT DAMAGES;
(ii) FOR BREACH OF SECTION 5 (Confidential Information), SECTION 10.1 (Publicity) OR SECTION 10.2 (Trademarks),
PROVEN DIRECT DAMAGES;
(iii) FOR ANY THIRD-PARTY CLAIMS,THE REMEDIES AVAILABLE UNDER SECTION 7(Third Party Claims);
(iv) FOR CLAIMS ARISING FROM THE OTHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PROVEN
DAMAGES;OR
(v) FOR CLAIMS OTHER THAN THOSE SET FORTH IN SECTION 6.1(a)(i)-(iv), PROVEN DIRECT DAMAGES NOT TO
EXCEED, ON A PER CLAIM OR AGGREGATE BASIS DURING ANY TWELVE (12) MONTH PERIOD, AN AMOUNT
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EQUAL TO THE TOTAL NET CHARGES INCURRED BY CUSTOMER FOR THE AFFECTED SERVICE IN THE
RELEVANT COUNTRY DURING THE THREE(3)MONTHS PRECEDING THE MONTH IN WHICH THE CLAIM AROSE.
(b) EXCEPT AS SET FORTH IN SECTION 7 (Third Party Claims) OR IN THE CASE OF A PARTY'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST
PROFITS,ADVANTAGE,SAVINGS OR REVENUES OR FOR INCREASED COST OF OPERATIONS.
(c) THE LIMITATIONS IN THIS SECTION 6 SHALL NOT LIMIT CUSTOMER'S RESPONSIBILITY FOR THE PAYMENT OF ALL
PROPERLY DUE CHARGES UNDER THIS AGREEMENT.
6.2 Disclaimer of Liability. AT&T WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO:
INTEROPERABILITY, ACCESS OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, DATA, EQUIPMENT, SERVICES,
CONTENT OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; SERVICE DEFECTS, SERVICE LEVELS, DELAYS OR ANY
SERVICE ERROR OR INTERRUPTION, INCLUDING INTERRUPTIONS OR ERRORS IN ROUTING OR COMPLETING ANY 911 OR OTHER
EMERGENCY RESPONSE CALLS OR ANY OTHER CALLS OR TRANSMISSIONS (EXCEPT FOR CREDITS EXPLICITLY SET FORTH IN
THIS AGREEMENT);LOST OR ALTERED MESSAGES OR TRANSMISSIONS;OR UNAUTHORIZED ACCESS TO OR THEFT,ALTERATION,
LOSS OR DESTRUCTION OF CUSTOMER'S (OR ITS AFFILIATES', USERS' OR THIRD PARTIES') APPLICATIONS, CONTENT, DATA,
PROGRAMS, INFORMATION,NETWORKS OR SYSTEMS.
6.3 Purchased Equipment and Vendor Software Warranty. AT&T shall pass through to Customer any warranties for Purchased
Equipment and Vendor Software available from the manufacturer or licensor.The manufacturer or licensor, and not AT&T,is responsible for any
such warranty terms and commitments.ALL SOFTWARE AND PURCHASED EQUIPMENT IS OTHERWISE PROVIDED TO CUSTOMER ON
AN"AS IS"BASIS.
6.4 Disclaimer of Warranties. AT&T MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, SPECIFICALLY
DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE OR NON-
INFRINGEMENT AND SPECIFICALLY DISCLAIMS ANY WARRANTY ARISING BY USAGE OF TRADE OR BY COURSE OF DEALING.
FURTHER, AT&T MAKES NO REPRESENTATION OR WARRANTY THAT TELEPHONE CALLS OR OTHER TRANSMISSIONS WILL BE
ROUTED OR COMPLETED WITHOUT ERROR OR INTERRUPTION (INCLUDING CALLS TO 911 OR ANY SIMILAR EMERGENCY
RESPONSE NUMBER) AND MAKES NO GUARANTEE REGARDING NETWORK SECURITY, THE ENCRYPTION EMPLOYED BY ANY
SERVICE,THE INTEGRITY OF ANY DATA THAT IS SENT, BACKED UP, STORED OR SUBJECT TO LOAD BALANCING OR THAT AT&T'S
SECURITY PROCEDURES WILL PREVENT THE LOSS OR ALTERATION OF OR IMPROPER ACCESS TO CUSTOMER'S DATA AND
INFORMATION.
6.5 Application and Survival. The disclaimer of warranties and limitations of liability set forth in this Agreement will apply regardless of
the form of action,whether in contract,equity,tort,strict liability or otherwise,of whether damages were foreseeable and of whether a party was
advised of the possibility of such damages and will apply so as to limit the liability of each party and its Affiliates and their respective employees,
directors, subcontractors and suppliers. The limitations of liability and disclaimers set out in this Section 6 will survive failure of any exclusive
remedies provided in this Agreement.
7. THIRD PARTY CLAIMS
7.1 AT&T's Obligations.AT&T agrees at its expense to defend and either to settle any third-party claim against Customer, its Affiliates
and its and their respective employees and directors or to pay all damages that a court finally awards against such parties for a claim alleging
that a Service provided to Customer under this Agreement infringes any patent,trademark,copyright or trade secret, but not where the claimed
infringement arises out of or results from: (a) Customer's, its Affiliate's or a User's content; (b) modifications to the Service by Customer, its
Affiliate or a third party,or combinations of the Service with any non-AT&T services or products by Customer or others; (c)AT&T's adherence to
Customer's or its Affiliate's written requirements;or(d)use of a Service in violation of this Agreement.
7.2 Customer's Obligations. Customer agrees at its expense to defend and either to settle any third-party claim against AT&T, its
Affiliates and its and their respective employees,directors,subcontractors and suppliers or to pay all damages that a court finally awards against
such parties for a claim that: (a) arises out of Customer's, its Affiliate's or a User's access to or use of the Services and the claim is not the
responsibility of AT&T under Section 7.1;(b)alleges that a Service infringes any patent,trademark,copyright or trade secret and falls within the
exceptions in Section 7.1;or(c)alleges a breach by Customer,its Affiliate or a User of a Software license agreement.
7.3 Infringing Services. Whenever AT&T is liable under Section 7.1, AT&T may at its option either procure the right for Customer to
continue using,or may replace or modify,the Service so that it is non-infringing.
7.4 Notice and Cooperation.The party seeking defense or settlement of a third-party claim under this Section 7 will provide notice to the
other party promptly upon learning of any claim for which defense or settlement may be sought, but failure to do so will have no effect except to
the extent the other party is prejudiced by the delay.The party seeking defense or settlement will allow the other party to control the defense and
settlement of the claim and will reasonably cooperate with the defense. The defending party will use counsel reasonably experienced in the
subject matter at issue and will not settle a claim without the written consent of the party being defended,which consent will not be unreasonably
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withheld or delayed,except that no consent will be required to settle a claim where relief against the party being defended is limited to monetary
damages that are paid by the defending party under this Section 7.
7.5 AT&T's obligations under Section 7.1 shall not extend to actual or alleged infringement or misappropriation of intellectual property
based on Purchased Equipment,Software,or Third-Party Services.
8. SUSPENSION AND TERMINATION
8.1 Termination of Agreement. This Agreement may be terminated immediately upon notice by either party if the other party becomes
insolvent, ceases operations, is the subject of a bankruptcy petition, enters receivership or any state insolvency proceeding or makes an
assignment for the benefit of its creditors.
8.2 Termination or Suspension.The following additional termination provisions apply:
(a) Material Breach. If either party fails to perform or observe any material warranty, representation,term or condition of this Agreement,
including non-payment of charges, and such failure continues unremedied for 30 days after receipt of notice,the aggrieved party may
terminate(and AT&T may suspend and later terminate)the affected Service Components and, if the breach materially and adversely
affects the entire Agreement,terminate(and AT&T may suspend and later terminate)the entire Agreement.
(b) Materially Adverse Impact. If AT&T revises a Service Publication, the revision has a materially adverse impact on Customer and
AT&T does not effect revisions that remedy such materially adverse impact within 30 days after receipt of notice from Customer,then
Customer may,as Customer's sole remedy,elect to terminate the affected Service Components on 30 days'notice to AT&T,given not
later than 90 days after Customer first leams of the revision to the Service Publication. "Materially adverse impacts" do not include
changes to non-stabilized pricing, changes required by governmental authority, or assessment of or changes to additional charges
such as surcharges or taxes.
(c) Internet Services. If Customer fails to rectify a violation of the AUP within 5 days after receiving notice from AT&T, AT&T may
suspend the affected Service Components.AT&T reserves the right, however,to suspend or terminate immediately when: (i)AT&T's
suspension or termination is in response to multiple or repeated AUP violations or complaints;(ii)AT&T is acting in response to a court
order or governmental notice that certain conduct must be stopped;or(iii)AT&T reasonably determines that(a)it may be exposed to
sanctions, liability, prosecution or other adverse consequences under applicable law if AT&T were to allow the violation to continue;
(b)such violation may harm or interfere with the integrity, normal operations or security of AT&T's network or networks with which
AT&T is interconnected or may interfere with another customer's use of AT&T services or the Internet; or(c)such violation otherwise
presents an imminent risk of harm to AT&T,AT&T's customers or its or their respective employees.
(d) Fraud or Abuse. AT&T may terminate or suspend an affected Service or Service Component and, if the activity materially and
adversely affects the entire Agreement,terminate or suspend the entire Agreement, immediately by providing Customer with as much
advance notice as is reasonably practicable under the circumstances if Customer, in the course of breaching the Agreement:
(i)commits a fraud upon AT&T; (H)uses the Service to commit a fraud upon another party; (Hi)unlawfully uses the Service;(iv)abuses
or misuses AT&T's network or Service;or(v)interferes with another customer's use of AT&T's network or services.
(e) Infringing Services. If the options described in Section 7.3(Infringing Services)are not reasonably available,AT&T may at its option
terminate the affected Services or Service Components without liability other than as stated in Section 7.1 (AT&T's Obligations).
(f) Hazardous Materials. If AT&T encounters any Hazardous Materials at the Site,AT&T may terminate the affected Services or Service
Components or may suspend performance until Customer removes and remediates the Hazardous Materials at Customer's expense in
accordance with applicable law.
8.3 Effect of Termination.
(a) Termination or suspension by either party of a Service or Service Component does not waive any other rights or remedies a party may
have under this Agreement and will not affect the rights and obligations of the parties regarding any other Service or Service
Component.
(b) If a Service or Service Component is terminated,Customer will pay all amounts incurred prior to the effective date of termination.
8.4 Termination Charges.
(a) If Customer terminates this Agreement or an affected Service or Service Component for cause in accordance with the Agreement or if
AT&T terminates a Service or Service Component other than for cause,Customer will not be liable for the termination charges set forth
in this Section 8.4.
(b) If Customer or AT&T terminates a Service or Service Component prior to Cutover other than as set forth in Section 8.4(a), Customer
(i)will pay any pre-Cutover termination or cancellation charges set out in a Pricing Schedule or Service Publication, or (ii) in the
absence of such specified charges,will reimburse AT&T for time and materials incurred prior to the effective date of termination, plus
any third party charges resulting from the termination.
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(c) If Customer or AT&T terminates a Service or Service Component after Cutover other than as set forth in Section 8.4(a), Customer will
pay applicable termination charges as follows: (i)50% (unless a different amount is specified in the Pricing Schedule) of any unpaid
recurring charges for the terminated Service or Service Component attributable to the unexpired portion of an applicable Minimum
Payment Period; (ii)if termination occurs before the end of an applicable Minimum Retention Period,any associated credits or waived
or unpaid non-recurring charges; and (iii) any charges incurred by AT&T from a third party (i.e., not an AT&T Affiliate) due to the
termination. The charges set forth in Sections 8.4(c)(i) and (ii) will not apply if a terminated Service Component is replaced with an
upgraded Service Component at the same Site,but only if the Minimum Payment Period or Minimum Retention Period,as applicable,
(the"Minimum Period")and associated charge for the replacement Service Component are equal to or greater than the corresponding
Minimum Period and associated charge for the terminated Service Component, respectively, and if the upgrade is not restricted in the
applicable Service Publication.
(d) In addition,if Customer terminates a Pricing Schedule that has a MARC,Customer will pay an amount equal to 50%of the unsatisfied
MARC for the balance of the Pricing Schedule Term.
9. IMPORT/EXPORT CONTROL
Neither party will use,distribute,transfer or transmit any equipment, services, software or technical information provided under this Agreement
(even if incorporated into other products)except in compliance with all applicable import and export laws,conventions and regulations.
10. MISCELLANEOUS PROVISIONS
10.1 Publicity. Neither party may issue any public statements or announcements relating to the terms of this Agreement or to the provision
of Services without the prior written consent of the other party.
10.2 Trademarks. Each party agrees not to display or use, in advertising or otherwise, any of the other party's trade names, logos,
trademarks,service marks or other indicia of origin without the other party's prior written consent,which consent may be revoked at any time by
notice.
10.3 Independent Contractor. Each party is an independent contractor.Neither party controls the other,and neither party nor its Affiliates,
employees,agents or contractors are Affiliates,employees,agents or contractors of the other party.
10.4 Force Majeure. Except for payment of amounts due, neither party will be liable for any delay,failure in performance, loss or damage
due to fire, explosion, cable cuts, power blackout, earthquake, flood, strike, embargo, labor disputes, acts of civil or military authority, war,
terrorism, acts of God, acts of a public enemy, acts or omissions of carriers or suppliers, acts of regulatory or govemmental agencies or other
causes beyond such party's reasonable control.
10.5 Amendments and Waivers. Any supplement to or modification or waiver of any provision of this Agreement must be in writing and
signed by authorized representatives of both parties.A waiver by either party of any breach of this Agreement will not operate as a waiver of any
other breach of this Agreement.
10.6 Assignment and Subcontracting.
(a) Customer may,without AT&T's consent but upon notice to AT&T, assign in whole or relevant part its rights and obligations under this
Agreement to a Customer Affiliate.AT&T may,without Customer's consent, assign in whole or relevant part its rights and obligations
under this Agreement to an AT&T Affiliate. In no other case may this Agreement be assigned by either party without the prior written
consent of the other party(which consent will not be unreasonably withheld or delayed). In the case of any assignment,the assigning
party shall remain financially responsible for the performance of the assigned obligations.
(b) AT&T may subcontract to an Affiliate or a third party work to be performed under this Agreement but will remain financially responsible
for the performance of such obligations.
(c) In countries where AT&T does not have an Affiliate to provide a Service,AT&T may assign its rights and obligations related to such
Service to a local service provider, but AT&T will remain responsible to Customer for such obligations. In certain countries, Customer
may be required to contract directly with the local service provider.
10.7 Severability. If any portion of this Agreement is found to be invalid or unenforceable or if, notwithstanding Section 10.11 (Goveming
Law), applicable law mandates a different interpretation or result,the remaining provisions will remain in effect and the parties will negotiate in
good faith to substitute for such invalid, illegal or unenforceable provision a mutually acceptable provision consistent with the original intention of
the parties.
10.8 Injunctive Relief. Nothing in this Agreement is intended to or should be construed to prohibit a party from seeking preliminary or
permanent injunctive relief in appropriate circumstances from a court of competent jurisdiction.
10.9 Legal Action.Any legal action arising in connection with this Agreement must be filed within two (2)years after the cause of action
accrues,or it will be deemed time-barred and waived.The parties waive any statute of limitations to the contrary.
10.10 Notices.Any required notices under this Agreement shall be in writing and shall be deemed validly delivered if made by hand(in which
case delivery will be deemed to have been effected immediately), or by ovemight mail (in which case delivery will be deemed to have been
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effected one (1) business day after the date of mailing), or by first class pre-paid post (in which case delivery will be deemed to have been
effected five(5)days after the date of posting), or by facsimile or electronic transmission (in which case delivery will be deemed to have been
effected on the day the transmission was sent). Any such notice shall be sent to the office of the recipient set forth on the cover page of this
Agreement or to such other office or recipient as designated in writing from time to time.
10.11 Governing Law. This Agreement will be governed by the law of the State of New York,without regard to its conflict of law principles,
unless a regulatory agency with jurisdiction over the applicable Service applies a different law.The United Nations Convention on Contracts for
International Sale of Goods will not apply.
10.12 Compliance with Laws. Each party will comply with all applicable laws and regulations and with all applicable orders issued by courts
or other governmental bodies of competent jurisdiction.
10.13 No Third Party Beneficiaries.This Agreement is for the benefit of Customer and AT&T and does not provide any third party(including
Users)the right to enforce it or to bring an action for any remedy,claim,liability,reimbursement or cause of action or any other right or privilege.
10.14 Survival.The respective obligations of Customer and AT&T that by their nature would continue beyond the termination or expiration of
this Agreement, including the obligations set forth in Section 5(Confidential Information), Section 6(Limitations of Liability and Disclaimers)and
Section 7(Third Party Claims),will survive such termination or expiration.
10.15 Agreement Language. The language of this Agreement is English. If there is a conflict between this Agreement and any translation,
the English version will take precedence.
10.16 Entire Agreement.This Agreement constitutes the entire agreement between the parties with respect to its subject matter. Except as
provided in Section 2.4 (License and Other Terms), this Agreement supersedes all other agreements, proposals, representations, statements
and understandings, whether written or oral, concerning the Services or the rights and obligations relating to the Services, and the parties
disclaim any reliance thereon. This Agreement will not be modified or supplemented by any written or oral statements, proposals,
representations,advertisements,service descriptions or purchase order forms not expressly set forth in this Agreement.
11. DEFINITIONS
"Affiliate"of a party means any entity that controls,is controlled by or is under common control with such party.
"API" means an application program interface used to make a resources request from a remote implementer program. An API may include
coding,specifications for routines,data structures,object classes,and protocols used to communicate between programs.
"AT&T Software" means software, including APIs, and all associated written and electronic documentation and data owned by AT&T and
licensed by AT&T to Customer.AT&T Software does not include software that is not furnished to Customer.
"Customer Personal Data"means information that identifies an individual, that Customer directly or indirectly makes accessible to AT&T and
that AT&T collects,holds or uses in the course of providing the Services.
"Cutover"means the date Customer's obligation to pay for Services begins.
"Effective Date" of a Pricing Schedule means the date on which the last party signs the Pricing Schedule unless a later date is required by
regulation or law.
"MARC-Eligible Charges" means the recurring and usage charges (including amounts calculated from unpaid charges that are owed under
Section 8.4(c)(i)), after deducting applicable discounts and credits (other than outage or SLA credits), that AT&T charges Customer for the
Services identified in the applicable Pricing Schedule as MARC-contributing.The following are not MARC-Eligible Charges: (a)charges for or in
connection with Customer's purchase of equipment;(b)taxes;and(c)charges imposed in connection with governmentally imposed costs or fees
(such as USF,PICC,payphone service provider compensation,E911 and deaf relay charges).
"Minimum Payment Period" means the Minimum Payment Period identified for a Service Component in a Pricing Schedule or Service
Publication during which Customer is required to pay recurring charges for the Service Component.
"Minimum Retention Period" means the Minimum Retention Period identified for a Service Component in a Pricing Schedule or Service
Publication during which Customer is required to maintain service to avoid the payment(or repayment) of certain credits, waived charges or
amortized charges.
"Purchased Equipment"means equipment or other tangible products Customer purchases under this Agreement, including any replacements
of Purchased Equipment provided to Customer. Purchased Equipment also includes any internal code required to operate such Equipment.
Purchased Equipment does not include Software but does include any physical media provided to Customer on which Software is stored.
"Service Component"means an individual component of a Service provided under this Agreement.
"Service Publications"means Tariffs,Guidebooks,Service Guides and the AUP.
"Site" means a physical location, including Customer's collocation space on AT&T's or its Affiliate's or subcontractor's property, where AT&T
installs or provides a Service.
"Software"means AT&T Software and Vendor Software.
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MASTER AGREEMENT
"Third-Party Service"means a service provided directly to Customer by a third party under a separate agreement between Customer and the
third party.
"Vendor Software" means software, including APIs, and all associated written and electronic documentation and data AT&T furnishes to
Customer,other than AT&T Software.
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