Account Maintenance Agreement

This agreement is entered into this __7th___day of __February ______, 2003___ between the Ameritech Operating Companies [1] (hereinafter referred to as “AOCs”) and ____SBC Long Distance ______(hereinafter referred to as Access Carrier or “AC”) for the following CICs (Company Identification Codes) and ACNAs.

<list below each combination of CIC/ACNA>

5792/SBZ

5500/SAF

In consideration of the representations and mutual covenants contained in this Agreement, the parties hereby agree as follows:

I.Scope of Product

AOCs will provide “Account Maintenance Service” to AC. Account Maintenance Service shall consist of the provision of certain Customer Information (as hereinafter defined) concerning Primary Interexchange Carrier (PIC) Customers of AC (as hereinafter defined). The Account Maintenance Service will include any changes in the AC’s customer base as reflected within AOC’s Customer Account Record Exchange (CARE) database. The Equal Access Subscription CARE/ISI (SR-STS-000321) supported by the Ordering and Billing Forum (OBF) provides the basic structure for information to be exchanged between AOCs and the AC.

Account Maintenance Service shall consist of AOC’s provision of Customer Information (as hereinafter defined) contained in AOC’s CARE database concerning AOC’s end user customers that have selected AC as their PIC for InterLATA and IntraLATA. Account Maintenance Service will include changes, additions and/or deletions in the PIC Customer base as reflected within CARE. The exchange of information will be facilitated using specific identifiers called Transaction Codes (“TCs”) and Status Indicators (“SIs”) as set forth in AOC’s CARE record format specifications guidelines. A copy of the current guidelines has been provided to AC the receipt of which is hereby acknowledged. AOCs will provide AC with Customer Information on those AC PIC Customers who have had some change in service that alters the Customer Information concerning their account in CARE (hereinafter an “activity report”). “Snapshot” provides a list of all Working Telephone Numbers (WTN) for which the AC has been designated as the PIC. Snapshots will be available via magnetic tape or NDM (Network Data Mover) only. The snapshot does not include resold lines.

“Customer Information” is defined as the available information in CARE that is described in items 1 through 13 below:

  1. Service Effective Date
  2. Change in Billed Name
  3. Change in Billed Address
  4. Addition of Billed Telephone Number
  5. Addition of Billed Name and Address
  6. Change in Billed Telephone Number
  7. Deletion of Billed Telephone Number
  8. Addition of Working Telephone Number
  9. Change in Working Telephone Number
  10. Deletion of Working Telephone Number

11.Customer Type Indicator

12.Nonpublished/Nonlisted Indicator

13.Terminal Number

End user information shall be provided for PIC Customer accounts that carry a Field Identifier (“FID”) in CARE for AC. Specific line information will only be provided on those Working Telephone Numbers that carry a FID in CARE for AC for all Equal Access End Offices in which AC purchases Feature Group D.

For purposes of this Agreement, “PIC Customers” means customers who have selected AC as their Primary Interexchange Carrier of choice.

The provision of Customer Information by AOCs to AC is subject to any and all tariffs, court orders, applicable laws, and regulations. In the event of a conflict between the Terms of this Agreement and any tariff, court order, applicable law or regulation, the tariff, court order, applicable law or regulation shall govern.

II.Method Of Providing Customer Information

Customer Information provided hereunder will be delivered by electronic data transfer only. In the event data is lost or unintelligible, AC will notify AOCs in writing, within ten (10) calendar days of the date AC received or should have received the Customer Information in accordance with the frequency and other specifications agreed upon by the parties. Upon receipt of timely notification from AC, AOCs will resupply the information to AC within ten (10) calendar days from the receipt of AC’s written notification. Failure to timely notify AOCs of the need for corrected or resupplied information may result in the information being unavailable and AOCs will be excused from further responsibility to supply the requested Customer Information.

III.Restrictions On Use

Customer Information provided by AOCs pursuant to this Agreement shall only be used by AC for the limited purposes described herein, i.e., to build and verify AC’s databases in connection with PIC’d accounts, for the purpose of providing billing of AC services to AC end users, for billing and collection of long distance services, and for AC to communicate to AC end users in connection with the aforesaid uses. The Customer Information provided to AC pursuant to this Agreement may not be further resold by AC. AC shall make every effort to make sure that Customer Information is provided only to authorized personnel of AC or agents of AC performing permitted uses defined above.

IV.Restrictions on Disclosure of Nonpublished and Nonlisted Numbers

AC ACKNOWLEDGES THE SENSITIVITY AND IMPORTANCE OF PROTECTING NONPUBLISHED AND UNLISTED NUMBERS AGAINST UNAUTHORIZED DISCLOSURE. AC agrees that Subscriber Information which Ameritech designates as nonpublished and/or nonlisted shall be used solely for AC’s internal purposes. AC shall maintain the confidentiality of such nonpublished and/or nonlisted information, exercising due care and taking reasonable precautions to prevent disclosure of such information to anyone except employees of AC or its Clients with the need to have access to such information in connection with updating AC records, providing telecommunications services to Subscribers, and for billing and collection purposes related to Subscribers who are Presubscribed to AC.

V.Applicability of Statutes, Decisions and Rules

Notwithstanding any other provision in this Agreement, a Party's ability to disclose information or use disclosed information is subject to all applicable statutes, decisions, and regulatory rules concerning the disclosure and use of such information which, by their express terms, mandate or permit a different handling of such information, including, but not limited to Section 222 of the Telecommunications Act of 1996 and any regulations promulgated pursuant thereto. However, AC expressly waives any Claims against AOC for use of Confidential Information so long as such use is authorized by the Subscriber, to the extent authorization is required by the Telecommunications Act and any regulations promulgated thereunder. Such waiver by AC is made notwithstanding any state or federal statutory provision or regulation.

VI.Charges

A.Charges associated with the provisioning of Account Maintenance are based upon Working Telephone Numbers (WTNs) or WTN/Terminals (TERs) PICd to the carrier. Account Maintenance is available with pricing in two term options (1 year and 3 years). AC agrees to pay the monthly rates (per WTN) as follows:

1 Year term: $.05

3 Year term:$.045

B.Snapshots:Snapshots will be billed at a rate of $.03 per PIC’d WTN/TER per snapshot provided.

Billing shall be on a monthly basis via AOC’s LSB (LEC System Billing)

C.Late Payment Charges: The due date for the above charges shall be net thirty (30) days from date of invoice. AOC reserves the right to charge interest at the rate of one and one half percent (1.5%) per month or at the highest interest rate payable by law, whichever is lower, for payment received more than thirty (30) days following the due date.

D.Collection Costs: In addition to the Late Payment Charges set forth in Section C, AOC may recover any expenses it reasonably incurs for the collection of charges for which payment is past due, including attorneys’ fees and costs.

VII.Warranty

  1. AOCs do not warrant that the Account Maintenance Service will reflect all customer activity as of the date it is provided. However, AOCs do warrant that Account Maintenance Service shall be provided in conformity with this Agreement.
  2. Except as expressly provided above, AOCs make no warranty of any kind, either express or implied, including, but not limited to, all implied warranties of merchantability and fitness for a particular purpose.

VIII.Limitation of Liability

A.AOC’s AGGREGATE LIABILITY TO AC FOR ALL DIRECT DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM A BREACH OF THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER TORT WITH RESPECT TO THE SERVICES, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE CHARGES FOR THE PARTICULAR SERVICES GIVING RISE TO THE LIABILITY DURING THE CONTRACT TERM OR RENEWAL TERM IN WHICH THE LIABILITY AROSE. AC RELEASES THE AOCs FROM ANY LIABILITY IN EXCESS OF THIS AMOUNT.

B.IN NO EVENT SHALL THE AOCs BE LIABLE TO AC FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST REVENUES, PROFITS OR SAVINGS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AC WAIVES ANY CLAIM AGAINST THE AOCs FOR PUNITIVE OR EXEMPLARY.

C.WITHOUT IN ANY WAY LIMITING THE APPLICATION OF SECTIONS VIII.A and VIII.B, THE RIGHT TO RECOVER DAMAGES WITHIN THE LIMITATIONS SPECIFIED IN THIS SECTION VIII.C IS AC’S EXCLUSIVE ALTERNATIVE REMEDY IN THE EVENT THAT ANY OTHER CONTRACTUAL REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

IX.Term

  1. This agreement shall be for a term of ___3 years______from the Effective Date.
  2. Renewal after the initial term shall be by mutual agreement. AC shall notify AOCs not less than sixty (60) days prior to the end of the term of its intent to either discontinue Services at the end of the term or negotiate a renewal of the Agreement.
  3. If the parties have not negotiated a renewal or new agreement by the end of the term, then AOCs may, at its option, either (a) terminate all Services at the end of the term, (b) continue to provide Services under the same terms and conditions as if this Agreement were extended on a month-to-month basis, subject to termination on one month’s notice, or (3) provide a written temporary extension of this Agreement pending the completion of negotiations on such renewal, subject to such amended and additional terms as AOCs may deem appropriate.
  1. Termination
  1. AC may terminate this Agreement at any time without cause upon forty-five (45) days prior written notice to AOCs, provided that, in such event, AC will pay a termination charge equivalent to the total of AC’s monthly billing for Account Maintenance for the preceding three (3) months.
  2. AOCs may terminate this Agreement at any time without cause upon forty-five (45) days prior written notice to the AC and, in addition, may terminate this Agreement for nonpayment of undisputed amounts upon thirty (30) days from notice to rectify said nonpayment.
  3. Upon notice of termination, AOCs will continue to provide Account Maintenance Service until the termination date. AC shall pay for such service in addition to any applicable termination charge.

XI.Miscellaneous

  1. Governing Law. This Agreement shall governed by and construed in accordance with the laws of the State of Illinois.

  1. Force Majeure. The obligations of AOCs are subject to force majeure and AOCs shall not be in default under this Agreement if any failure or delay in performance is caused by strike or other labor problems; accident; acts of God; fire; flood; adverse weather conditions; material or facility shortages or unavailability not due to any fault of AOCs not resulting from its failure to timely place orders therefore; lack of transportation; condemnation or exercise of rights of eminent domain; war or civil disorder; or any other cause beyond the reasonable control of AOCs.
  2. Assignment. Any assignment, in whole or in part, by either party of any right or obligation or of any interest hereunder without the written consent of the other part shall be void. All obligations and duties of any party under this Agreement shall be binding on all successors in interest of such party for the duration of this Agreement.
  3. Entire Agreement. This Agreement, including AOC’s CARE record format specifications guidelines referred to in this Agreement and as modified from time to time, constitutes the entire and exclusive statement of the agreement between the parties with respect to its subject matter and there are no oral or written representations, understandings, or agreements relating to this Agreement which are not fully expressed herein. The parties agree that any other terms or conditions shall not be incorporated herein or be binding unless expressly agreed upon in writing by authorized representatives of the parties.
  4. Survivability. Notwithstanding expiration or termination of this Agreement, the provisions of the Agreement which by their nature or context are required or intended to survive shall survive and remain in full force and effect.
  5. Notice and Demands. Except as otherwise provided under this Agreement, all notices, demands, or requests which may be given by any party to the other party shall be in writing and shall be deemed to have been duly given on the date delivered in person or via express service or on the date deposited, postage prepaid, in the United States mail via Certified Mail, return receipt requested, to the respective parties and addressed as follows:

To SBC Long Distance_____(AC)To AOCs:

Attn: Nedra Dias______

5850 West Las Positas #NE116______

Pleasanton, CA 94588______

______

If personal delivery is selected as the method of giving notice under this Section, a receipt of such delivery shall be obtained. The address to which such notices, demands, requests, elections or other communications is to be given by either party may be changed by written notice given by such party to the other party pursuant to this Agreement.

  1. Compliance With Law. Both parties agree that they will comply with the provisions of all applicable federal, state and local laws, ordinances, regulations and codes with which they are obligated to comply in their performance hereunder and in connection with the Customer Information provided hereunder.
  2. Application of Agreement

Except where expressly provided otherwise, all references in this Agreement to “AOC” shall mean each AOC individually, as if this Agreement constitutes five (5) separate Agreements, with one between each AOC and AC. Any reference to a “Party” shall mean AC or any single AOC, and any reference to “Parties” shall mean, as the context requires, AC and a single AOC, or AC and all AOCs. Certain obligations under this Agreement are or may be undertaken by affiliates of AOC on behalf of AOC. Reference herein to AOC may include such affiliates, whether specified or not. AOC and its affiliates shall constitute a single “Party” or “Company” whenever those terms are used herein applicable to AOC.

I.Taxes Imposed on Services Performed by the AOC

AC shall be responsible for payment of all sales, use or other taxes of a similar nature imposed on AOC's performance of services under this Agreement, excluding any income tax payable by the AOC on its revenues from such services. AOC agrees to use reasonable efforts to invoice AC for such taxes at the time AOCs invoice AC for the underlying services performed; provided, however, that this obligation shall not be deemed to prohibit AOC from invoicing for such taxes at a later date to correct errors or omissions from the earlier invoice. If any federal, state or local jurisdiction notifies AOC that any additional sales, use or other taxes (including interest, penalties and surcharges thereon) are due as a result of AOC's performance under this Agreement, AC shall promptly reimburse AOC for such tax, interest, penalty and surcharge upon notice thereof.

J.Suspension of Performance; Offset

1.Upon notice to AC, AOC may suspend performance of this Agreement immediately if AC is in breach of any other agreement between the parties.

2.Notwithstanding anything to the contrary in this Agreement, if AC’s financial condition becomes impaired or if AC fails to pay its obligations to the AOCs as they become due, AC agrees that AOC may offset any amounts owed by AC to AOC against any amounts AOC may owe AC under this Agreement, under any other agreement between the parties, or for services provided under any applicable tariff.

K.Publicity

AC shall not identify, either expressly or by implication, AOC or its corporate affiliates or use any of their names, trademarks, trade names, service marks or other proprietary marks in any advertising, press releases, publicity matters or other promotional materials without AOC’s prior written consent.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized agents as of the date written above.

SBC Long Distance______(AC)AOCs

By:______By:______

Name: Nedra E. Dias______Name:______

Title: Project Manager______Title:______

Account Maintenance Service

Implementation Form

Date of Order:___1/23/03______

Carrier Identification Code (CIC):___5500 and 5792______

Carrier Name:______SBC Long Distance______

Produce Account Maintenance Service in the following Data Centers (Check all that apply):

___X___Illinois __X____Indiana ______Michigan ______Ohio ___X___ Wisconsin

Account Maintenance Input Media - (Check One Choice): @

XCONNECT:Direct (NDM)______Magnetic Tape Cartridge*

Account Maintenance Output Media - (Check One Choice): @

XCONNECT:Direct (NDM)______Magnetic Tape Cartridge*

node name is 'charger'

IP is 204.107.25.49

UserID is 'ndmftp' and '!dazel'.

Need to specify the files to go to the directory '/ait/in'.

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Account Maintenance Billing Instructions:

Mail Bill To: Mustafa Qazi______

5850 West Las Positas______

Pleasanton, CA 94588______

______

Contact Name: Nedra Dias______

Contact Number: 925.468.5296______

Send Account Maintenance

Implementation Form and Contract to:AOCs

______

______

______

______

Fax: ______

______

* Not recommended for large volumes of data.

[1] The Ameritech Operating Companies include: Illinois Bell Telephone Company, d/b/a Ameritech Illinois, Indiana Bell Telephone Company, Inc. d/b/a Ameritech Indiana, Michigan Bell Telephone Company, d/b/a Ameritech Michigan, Ohio Bell Telephone Company, d/b/a Ameritech Ohio, and Wisconsin Bell, Inc. d/b/a Ameritech Wisconsin.