TEMPLATE INTERCARRIER ROAMER SERVICE AGREEMENT
THIS AGREEMENT is executed on the [date] day of [month], [year], to be effective as of the Effective Date and is made by and between [first wireless carrier] and [second wireless carrier]. The parties will herein collectively be referred to as the "Parties" or individually as a "Party". Each of the Parties is a licensee or permittee of Industry Canada to offer Wireless Service, as defined herein.
WHEREAS the Parties wish to enter into this Agreement to set out the terms and conditions for the provision of Wireless Service to Roamers (as those terms are defined in and in accordance with this Agreement) and the wholesale service rates to be charged by the [first wireless carrier] to [second wireless carrier] and by [second wireless carrier] to the [first wireless carrier] for the provision of roamer service to the other's subscribers, and to ensure that all the relevant markets are clearly and fully set forth; and
WHEREAS in the event that roaming interoperability between different technologies becomes economically and technically feasible, the Parties may agree to amend this Agreement to provide for mutual roaming between markets utilizing different technologies.
NOW, THEREFORE, in consideration of the promises herein set forth and intending to be legally bound hereby, the Parties do hereby agree as follows:
1. When used in this Agreement, the following terms shall have the following meanings:
(i) "Affiliate" of a Party means any facilities-based wireless provider that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Party. Control shall be defined as (i) more than fifty percent (50%) ownership or beneficial interest of income and capital of such entity; or (ii) ownership of more than fifty percent (50%) of the voting power of voting equity; or (iii) sole or shared management by a general partner of another business of the entity; or (iv) the ability to otherwise direct management policies of such entity by contract or otherwise.
(ii) "Agreement" means this Intercarrier Roamer Service Agreement, including all appendices attached hereto.
(iii) "AAA Server(s)" means a server or servers that is/are interfaced with a Party's switch and on which a program is run for purposes of providing authentication, authorization and accounting services to enable the Home Carrier and the Serving Carrier to share information for billing customers who receive Wireless Service as Roamers.
(iv) "Authorized Receipt Point" or "ARP" means the representative (including address and contact information) designated by the Home Carrier as the delivery point for its CIBERs and as its agent for performing CIBER edits.
(v) "Authorized Roamer" means a Roamer (i) that uses equipment with the NPA/NXX combinations listed in accordance with Section 2.1 of this Agreement and (ii) for whom the Serving Carrier has not received a negative notification (in the case of assume positive for validation purposes) or has received a positive notification (in the case of assume negative for validation purposes) in accordance with Section 2.2 and Section 2.4 hereof.
(vi) "BID" or "Billing Identification" means a five digit code administered by CIBERNET that may be used instead of a SID for billing purposes to indicate a specific service area or service type within a SID.
(vii) "business day" means any day other than Saturday or Sunday or holiday observed in [applicable Province(s)].
(viii) "CIBER" or "CIBER Record" or "Cellular Intercarrier Billing Exchange Record" means the publication prepared and maintained by CIBERNET Corporation ("CIBERNET"), a wholly owned subsidiary of the Cellular Telecommunications Industry Association, as a service to the cellular service industry. The CIBER was developed as a "living" standard, and as such is updated from time to time as the needs of the wireless industry dictate. Unless specifically provided otherwise in this Agreement, all words and phrases defined in the CIBER shall have the same meaning for purposes of this Agreement.
(ix) "Clearinghouse" means an entity that provides for the exchange of CIBERs and performs industry-accepted CIBER edits, including edits to verify Industry Negative File information. The Clearinghouse may also provide positive verification and negative verification services for purposes of negative notifications and positive notifications referenced in Sections 2.2 and 2.4 of this Agreement.
(x) "Data Services" means (i) wireless services for the transmission of data using mobile devices in accordance with the following industry standards: (A) for circuit-switched data, IS95A; and (B) for packet data, CDMA2000 1XRTT; and
(ii) SMS; (iv) [list any others standards, as applicable].
(xi) "Effective Date" means [date].
(xii) "EI" or "Equipment Identifier" means a unique number that serves as the equipment identifier on every mobile device and is required in order to activate such device. EIs include ESNs, pseudo-ESNs and MEIDs and any other form of identifier that may be used in the industry from time to time.
(xiii) "Evolving Services" means voice and the data services and technologies described as ["Push to Talk", MMS, CDMA2000 1XEVDO, and CDMA2000 1XEVDV, or others, as applicable] that are currently under development but
are not available for provisioning to customers generally as at the date of execution of this Agreement.
(xiv) "ESN" or "Electronic Serial Number" is an EI and is a number that is set by the manufacturer and "burned" into a mobile device.
(xv) "Features" means wireless radiotelephone capabilities and the services available from a Party through its wireless system.
(xvi) "Future Services" means wireless voice and data services and technologies that are not available for customers and are not under development as at the date of execution of this Agreement but which are subsequently developed and become available for provisioning to customers generally after the date this Agreement is executed and include, without limitation, location-based services.
(xvii) "HLR" or "Home Location Register" is a database of the customers who are Authorized Roamers of the Home Carrier.
(xviii) "Home Carrier" means the Party that is providing Wireless Service to its registered customers in a geographic area where it holds a license or permit for the provision of Wireless Service.
(xix) "Industry Negative File" means the negative file maintained by the Clearinghouse in accordance with approved CIBERNET negative file guidelines.
(xx) "MDN" or "Mobile Directory Number" means the telephone number associated with a customer's ability to receive calls in a number-ported environment and which can be dialled.
(xxi) "MEID" or "Mobile Equipment Identifier" is an EI and is a number set by the manufacturer that is "burned" into a mobile device and is intended to replace the ESN.
(xxii) "MIN" or "Mobile Identification Number" is a number assigned by a Home Carrier to each of its registered customers. In the number portability environment, the MIN represents the routable number associated with a customer, which may not be the same as the dialable phone number or MDN.
(xxiii) "MMS" or "Multimedia Messaging Service" means a wireless data service for the transmission of multi-media (for example, pictures, videos) using mobile devices.
(xxiv) "Mobile IP" means the Internet Engineering Task Force standard communications protocol that is designed to allow mobile device users to maintain their Internet connections and IP addresses even when they move from one network to another.
(xxv) "MSID" or "Mobile Station Identification Number" means a number associated with a particular mobile station and which is used to route calls to that mobile station.
(xxvi) "NPA/NXX" means the six-digit numerical combinations assigned by regulatory authorities to identify the area code and prefix for Wireless Service. Where the Home Carrier has implemented MIN/MDN separation, the "NPA/NXX" shall be read to mean the MIN block identifier ("MBI").
(xxvii) "pseudo-ESN" is an EI used as a transition EI as the industry evolves from the use of ESNs to the use of MEIDs.
(xxviii) "Push to Talk" means the voice service that enables simultaneous communications with a group using mobile devices by pushing one button and without the need to dial a cellular number.
(xxix) "Roamer" means a customer who seeks Wireless Service in a geographic area outside of the area served by its Home Carrier (i.e. the Party with whom it is registered).
(xxx) "Serving Carrier" means the Party who provides Wireless Service for customers of the other Party while such customers are out of their Home Carrier's geographic area and in the geographic area where the Serving Carrier holds a license or permit for the provision of Wireless Service.
(xxxi) "Settlement Date" means the fifteenth (15th) day of each calendar month; provided that until CIBER standards and Clearinghouse processes are applicable to Data Services, the "Settlement Date" in respect of Data Services is the last day of each month.
(xxxii) "SID" or "System Identification" means the five-digit code assigned to each market for each license issued to a wireless carrier or Party.
(xxxiii) "Simple IP" means the Internet Engineering Task Force standard communications protocol that is designed to allow mobile device users to connect to the Internet when they are not moving from one location to another.
(xxxiv) "SMS" or "Short Message Service" means a wireless data service for the transmission of short text messages using mobile devices.
(xxxv) "SS7" or "Signaling System 7" means a data transmission protocol designed for common channel signaling communication between telecommunication switches.
(xxxvi) "Technical Data Sheet" means the industry accepted document that identifies a Home Carrier's technical requirements for wireless voice service or Data Service, as the case may be, substantially in the form of Appendix 4-A or 4-B attached hereto and that is submitted by the Home Carrier to the Serving Carrier to ensure that the Home Carrier's Authorized Roamers will receive Wireless Service from the Serving Carrier.
(xxxvii) "VLR" or "Visitor Location Register" is a database(s) of roamer status as specified by the Home Carrier's HLR.
(xxxviii) "Wireless Service" means domestic public radio wireless voice telecommunications service and Data Services and any other available public radio services authorized from time to time under Industry Canada rules and regulations, including, without limitation, services at the 800 MHz and 1900 MHz frequency bands.
2. The following Appendices are attached to and form a part of this Agreement: Appendix 1 – Markets (Roaming Available)
Appendix 2 – Markets (Roaming not Available) Appendix 3 – Rates
Appendix 4A- Technical Data Sheet – Voice Appendix 4B- Technical Data Sheet - Data Appendix 5A – Operating Procedures – Voice Appendix 5B – Operating Procedures - Data
1. Provision of Service and Rates.
1.1 Provision of Service.
(a) Commencing on the Effective Date, each of [first wireless carrier] and the [second wireless carrier] will (i) have all the necessary network components and functionality in place to provide to each other's Authorized Roamers Wireless Service as is available to the Parties' customers on the date this Agreement is executed, including, without limitation, the Features set out in section 1.10 of this Agreement and using, at a minimum, Simple IP (the "Start Date Wireless Service"); and
(ii) provide Start Date Wireless Service to each other's Authorized Roamers, in accordance with the terms and conditions of this Agreement. In all cases of service implementation under this Article 1 of this Agreement, confirmation of appropriate implementation procedures, creation of processes needed to support services and to facilitate the exchange of information and data, and determination of applicable rates, will be consistent with industry practices in effect at the material time. The Parties will comply with the Operating Procedures attached as Appendix 5A and Appendix 5B and agree to update and expand on such Operating Procedures as may be required from time to time.
(b) Initial implementation of this Agreement (and any subsequent changes, additions or deletions) will be made by each Party completing and submitting to the other Party a Technical Data Sheet for both Data Service and voice service. The Parties shall submit their respective Technical Data Sheets as soon as practicable after this Agreement, but in any event no later than  days before the effective date.
(c) When both Parties become capable of providing their own customers with an Evolving Service and make that service available to their customers, the Parties will make all necessary network configurations to be able to provision such Evolving Data Service to Roamers within thirty
(30) days of such service being available to customers of both Parties. When both Parties begin providing the Evolving Service to Roamers, such service will be deemed to be a Wireless Service and all provisions of this Agreement applicable to Wireless Service will apply to such service.
(d) The Home Carrier bears the responsibility and expense of providing its customers with equipment that is technically compatible with the network upon which roaming is sought. Nothing in this Section shall limit any Party's ability to install equipment or take appropriate measures to prevent unauthorized usage.
(e) The Parties will negotiate in good faith the detailed implementation of Future Services, the access to and exchange of information and data, and the creation of new procedures and processes as may be required to ensure ongoing appropriate functionality as their respective networks are upgraded to meet future standards of and requirements in the industry. When both Parties become capable of providing their own customers with a Future Service and make that service available to their customers, the Parties will make all necessary network configurations and technical changes to their networks to be able to provide such service to Roamers within 6 months of such service being available to customers of both Parties. When both Parties begin providing the Future Service to Roamers, such service will be deemed to be a Wireless Service and all provisions of this Agreement applicable to Wireless Service will apply to such service.
1.2 Rates. As of the Effective Date, [first wireless carrier] and [second wireless carrier] will charge each other the rates set forth in Appendix 3 attached hereto. Amendments to the rates set forth therein may be implemented only by the written agreement of the Parties through the submission of a new Appendix 3, to replace the then-current Appendix 3. Rates contained therein are wholesale rates only, and the Parties hereto make no representations and no agreements whatsoever regarding retail rates they may charge their subscribers. All rates noted within this Agreement are in Canadian Dollars ($).
1.3 Current Roaming Markets. Appendix 1, attached hereto, lists the Party's Home and Serving markets and includes their respective Affiliates, where applicable. Any market where roaming service is not available, or for which no deployment
date has been announced at the time this Agreement is executed, shall be listed separately on Appendix 2. The Parties will complete their respective Appendices 1 and 2 at the time this Agreement is executed or as soon as practicable thereafter. Due to concerns about fraud, no Party shall be obligated to load into its switches the exchanges of the markets listed on Appendix 2 until notified by the Party whose market is so listed. When a market listed on Appendix 2 is available for roaming, or when a deployment date is announced, that Party shall notify the other Parties to this Agreement, as applicable, in writing and shall substitute a new Appendix 2 deleting that market, and a new Appendix 1 adding that market. In that event, the Parties shall commence roaming in the added market within thirty (30) days of receipt of the written notice.
1.4 Addition of Markets or Affiliates. Either Party, upon no less than thirty (30) days prior written notice to the other Party, or other such time period as mutually agreed by the Parties, may add Affiliates or wireless markets operated by it or its respective Affiliates. Said additions may be reflected in either a new Appendix 1 or by providing notices of additions a Technical Data Sheet. Either the new Appendix 1 or Technical Data Sheet shall be dated and executed by the submitting Party and provided to the other Party. If additions are reflected on a new Appendix 1, the new Appendix 1 shall be substituted for the previous Appendix 1, and shall be of full force and effect as the controlling Appendix 1 to be attached hereto and incorporated herein for all purposes.
1.5 Deletion of Markets or Affiliates. The Parties agree that if one Party notifies the other Party that a wireless market is deleted because such wireless market has been sold or transferred to a non-Affiliate, then that transferee has no rights as a third party beneficiary under this Agreement. In the event that a wireless provider ceases to be an Affiliate of a Party then that Party shall provide written notice of the cessation of affiliation to the other Party as soon as reasonably practicable. The former Affiliate has no rights under this Agreement as of the effective date of the cessation of affiliation or partnership.
1.6 Protection of Carrier's Operations. Notwithstanding anything in this Agreement to the contrary, a Serving Carrier may suspend or terminate service to a Roamer in accordance with its own terms and conditions of service. No Serving Carrier shall carry, in connection with its service to Roamers, recorded announcements or other similar inducements for a Roamer to discontinue the Wireless Service of the Home Carrier or otherwise interfere with the Roamer's use of the Home Carrier's system.
1.7 Standards for Service.
(a) The Parties agree to comply with all applicable rules and regulations regarding Wireless Service. All NPA/NXXs shall conform to Canadian standards unless otherwise agreed in writing by the Parties. Validation (except as hereinafter set out) shall be performed via the SS7 interface unless otherwise agreed, in writing, by Parties.
(b) The exchange of all settlement records must conform to CIBER standards. The Parties agree to use commercially reasonable efforts to
resolve any and all customer impacting, network- or switch-related issues. Typical line range loading or point code issues will be addressed and resolved within 24 hours by the Serving Carrier, otherwise the Home Carrier may escalate to the Network contacts listed in Appendix 4A and Appendix 4B.
(c) Where applicable, validation for Data Services is performed by AAA Servers using Remote Authentication Dial-In User Service (Radius). The initial exchange of settlement records for Data Services will be by way of AAA Server records; when the Parties adopt CIBER standards for Data Services settlement, CIBER standards applicable to the exchange of settlement records will apply to Data Services.
1.8 Customer Feature Portability. Commencing the Effective Date, the Parties shall provide the following Features and Roamer services to ensure customer Feature portability while they are roaming, subject only to the availability of any given Feature on a market-by-market basis:
• Call Delivery
• Call Barring – Outgoing (including Hotlining)
• Call Origination
• Message Waiting Notification
• Voicemail Redirect
• Call Forwarding
• Call Waiting
• Calling Line ID
• Three-Way Calling
• Short Message Service
− Mobile Originate/Mobile Terminate
− Mobile Originate/Mobile Terminate
• Wireless Application Protocol Browser Utilization
• [Others, as applicable]
• Emergency calls
• Directory Assistance
• Operator Services
• Customer Care
• [Others, as applicable]
1.9 Number Portability and Number Pooling. Upon the implementation of wireless number portability and/or number pooling in any portion of any Party's system, the Parties shall cooperate in establishing methods for exchanging EI, MIN, NPA/NXX, MSID, MDN and any and all other information required to permit roaming by each other's customers in their respective systems.
2. Exchange of Information.
The following terms and conditions shall govern the obligations of the Parties regarding exchange of information.
2.1 NPA/NXX Combinations. Each Party shall provide the other, or its authorized representatives, with a list of the valid NPA/NXX combinations used by its customers and all associated networking data that shall be accepted by the other Party and which may be amended, from time to time, as provided in this Section. Such NPA/NXXs will follow the CIBER guidelines associated with shared line ranges. Each Party will be responsible for billing to any number within that total range. The minimum time required before changes, additions or deletions of NPA/NXXs are effective shall be fifteen (15) days from the date of receipt of written notification of such changes, additions or deletions by either of the Parties. Authorized Roamers must use equipment with the NPA/NXX combinations listed in accordance with this Section 2.1. NPA/NXX and associated networking information changes shall be forwarded using such methods or facilities mutually designated, in writing, by the Parties.
2.2 Fraud Control. The Parties will cooperate and, as necessary, supplement this Agreement to minimize fraudulent or other unauthorized use of their systems. To control fraudulent roamer usage, each Party shall use, in all markets, a pre- validation system whether through a Clearinghouse system using approved CIBERNET Negative File Guidelines, SS7 connection or switch-to-switch interconnect facilities. If SS7 connection or switch-to-switch facilities are used, the Parties agree to accept verification requirements via the HLR resident in the Home Carrier's switch. The Home Carrier's HLR will update the Serving Carrier's VLR with any changes of roamer verification status. The Parties agree that calls completed by a Serving Carrier after a validation request pursuant to the agreed- upon validation method has determined that a Roamer is not a valid customer of the Home Carrier (a negative notification) shall be the responsibility of the Serving Carrier. The Serving Carrier shall use commercially reasonable efforts to provide the Home Carrier with real-time visibility of call detail records delivered through a network compatible with the Party's networks where such records are within the control of the Serving Carrier. Such information that is within the control of the Serving Carrier shall be delivered within the time frame that is standard within the industry; provided that neither Party shall have any obligation to make a technical alteration or reconfiguration in its network or operations in order to accommodate the other Party's call detail records. In the event that the Serving Carrier provides data to a third-party real-time visibility system, the Serving Carrier shall not be liable in any event for a temporary failure of the system. However, the Serving Carrier agrees that once it has been notified of a temporary system failure, it will take all reasonable steps to remedy the failure where such failure is within its control. Except as specifically outlined in this Agreement, the Serving Carrier shall not be responsible for fraudulent roamer usage, the liability for which is expressly accepted by the Home Carrier.
2.3 Suspension for Fraud. Whenever, in the judgment of either Party, roamer fraud becomes excessive, the Home Carrier may, at its sole option, immediately suspend roaming under this Agreement in the markets where such roamer fraud is excessive by written notification to the other Party. This notification shall be via facsimile in accordance with the notice provisions of Section 11. Such
notification shall be completed within one (1) business day following receipt when possible, but not later than three (3) business days following receipt. After the expiration of the three (3) business days deadline, if an exchange is not removed, the liability for any fraud incurred will be the responsibility of the Serving Carrier. For purposes of this Agreement, a "business day" ends at 5:00 pm at the location where the notice is received. The Home Carrier shall submit all claims for fraudulent usage in writing to the Serving Carrier. This notification may be via facsimile or by overnight mail in accordance with the notice provisions in Section 11. Suspension for fraud shall not be governed by the provisions and time frames set forth in Section 8.1 hereof. In consideration of the immediacy of the suspension upon notice of fraud, the Parties agree that, upon the reasonable request of the other Party, each shall present documentation of the alleged fraud to support the notice of suspension. The Parties expressly agree that this Section 2.3 is intended to be used for the mutual protection of the Parties against fraud and not to selectively remove individual markets from the operation of the Agreement for any other reason.
2.4 Assume Positive / Negative. The Parties agree that the Serving Carrier will determine whether its switches will be "assume positive" or "assume negative" for validation purposes. Neither Party shall have any obligation to make a technical alteration or reconfiguration in its network or operations in order to accommodate another Party's assume positive or assume negative policy. The Parties agree that positive notification is required for roaming if the Serving Carrier assumes negative. The Parties also agree that, unless a negative notification is received, the Serving Carrier shall have no liability for fraudulent usage as a result of its assuming positive. In addition, the Serving Carrier reserves the right to change its policy without notification to the Home Carrier.
2.5 Sharing Information. The Parties acknowledge that the sharing and exchange of information (including without limitation customer billing information, call detail records, routing information and network specific information) is necessary and advisable to ensure continuing functionality and accurate billing. Each Party will make available to the other all information that the other Party, acting reasonably, deems necessary to give effect to this Section 2.5 and this Agreement, at no charge, except as the Parties may otherwise agree.
3.1 Customer Billing. The Home Carrier shall be responsible for billing to, and collecting from, its own customers all charges that are incurred by such customers as a result of service provided by the Serving Carrier to them as Authorized Roamers. The Home Carrier shall also be responsible for (i) computing and billing its customers for, and remitting to, the Canada Revenue Agency all applicable federal excise taxes and (ii) computing, billing and remitting all applicable provincial sales taxes, that may be due in connection with the service being billed by the Home Carrier to its customers.
3.2 Billing Information. The Parties acknowledge that billing information for voice services and Data Services may not be received and shared in the same manner. In those circumstances where the Parties are utilizing the CIBERNET
Net Settlement Program (or other net settlement program), the Serving Carrier shall forward Roamer billing information, on at least a weekly basis, in accordance with the procedures and standards set forth in the CIBER to the Home Carrier's Authorized Receipt Point. In those circumstances where the Parties are not utilizing the CIBERNET Net Settlement Program (or other net settlement program), the Serving Carrier will forward (a) in the case of Data Services, the information from the AAA Server records and a page invoice; and
(b) in the case of voice service, a page invoice, within the time period specified in Appendix 5A. This invoice shall reflect all charges relating to service for which Authorized Roamer billing information was forwarded to the Home Carrier during the previous "Billing Period", as defined in Appendix 5A. The Serving Carrier will use the information provided by its Clearinghouse or from the AAA Server for invoice preparation and support. The Home Carrier shall be furnished with an invoice setting forth the same information required in Appendix 5A from non- Clearinghouse Serving Carriers. In either case, the Home Carrier will only pay for Authorized Roamer charges based on the settlement report provided by its Clearinghouse.
3.3 Errors in Information. Where the Authorized Roamer billing information required to be provided by the Serving Carrier in accordance with Paragraph 3.2 above is not in accordance with the CIBER, the Home Carrier may return the defective record to the Serving Carrier as provided in the CIBER. Returning the defective record will be in accordance with CIBER established procedures. The Serving Carrier may correct the defective record and return it to the Home Carrier for billing, provided that the time period from the date of the call to the receipt of the corrected record does not exceed the time period specified under "Message Date Edit" in Appendix 5A.
3.4 Credits. No credit for insufficient date or defective records shall be permitted except as provided in Paragraph 3.3 above, unless agreed upon by the Parties.
4. Remittance of Roamer Charges.
4.1 Serving Carrier Charges. The Home Carrier shall pay to the Serving Carrier one hundred percent (100%) of the Serving Carrier's charges for Wireless Service at the airtime and Data Services rates set forth herein. The Home Carrier will also pay one hundred percent (100%) of all charges associated with other services provided to its Authorized Roamers and billed by the Serving Carrier, including charges for long distance, directory assistance, and operator services. In addition, each Home Carrier shall remit to the Serving Carrier such amounts as are due to the Serving Carrier without withholding any amount owed to it by the Serving Carrier under the Agreement. All amounts required to be paid pursuant to the terms of this Agreement shall be payable in Canadian currency ($). Invoices outstanding for more than 90 days may be sent to arbitration (as set forth in Section 6) by the Home Carrier for resolution.
4.2 Taxes. The Serving Carrier shall set out all applicable taxes in each invoice submitted to the Home Carrier. The Home Carrier is responsible for payment to the Serving Carrier of applicable federal excise taxes which shall be remitted by the Serving Carrier to the appropriate taxing authority. Provincial sales taxes
shall not be charged if a Home Carrier provides its tax registration number to the Serving Carrier. Each Party will indemnify and save harmless the others from and against all claims, losses, costs and expenses that may be incurred or assessed against such Party as a result of a failure by the first Party to collect and/or remit exigible taxes under this Agreement.
5.1. General. In those circumstances where both Parties are utilizing the CIBERNET Net Settlement Program (or other net settlement program), [first wireless carrier] and [second wireless carrier] will follow industry settlement procedures and will make payments to each other pursuant to industry net settlement procedures, as now existing or as may hereafter be amended, which are incorporated herein by reference as if set forth herein in full, and to the extent there are any inconsistencies between such procedures and this Agreement, such procedures shall govern. In those circumstances where the Parties are not utilizing the CIBERNET Net Settlement Program (or other net settlement program), [first wireless carrier] and [second wireless carrier] agree that every month, at the end of the settlement cycle, and based on the AAA Server records for Data Services and Clearinghouse reports for voice service, the Party in the net receivable position will submit an invoice for the dollar amount of the net receivable to the Party that is in the net payable position. The Party in the net payable position will submit payment for the invoiced amount via a wire transfer. The Parties agree to exchange their relevant bank account information on a separate document to be updated with any changes, from time to time, by either Party, with no less than thirty (30) days notice. Both Parties agree that if payments are not received after thirty (30) days of original invoice, a late payment fee of the lesser of (i) one and one-half percent (1½%) per month; and
(ii) the highest rate allowable by law, will be assessed on the unpaid invoice amount.
5.2 Overcharges. The Serving Carrier will refund charges in excess of the agreed upon rates as outlined in the current applicable Rate Schedule (Appendix 3), or as amended, to the Home Carrier within 30 days of notification of overcharges by the Home Carrier. Taxes are not refundable. In those circumstances where both Parties are net settlement participants, repayment of amounts incorrectly overcharged will occur through the net settlement process.
5.3 Undercharges. Undercharges of rates on the part of the Serving Carrier will not be reimbursed under any circumstances.
6.1 Disputes. Disputes between the Parties, and their successors and assigns, relating to the Billing, Remittance, or Settlement sections of this Agreement shall conclusively and finally be settled in the first instance through the industry net settlement procedures (now administered by CIBERNET), but if such procedures are not applicable or fail to resolve a dispute, then by binding arbitration in accordance with The Arbitration Act [Applicable Province] (the "Arbitration Act").
6.2 Procedures. If the governing body responsible for the industry net settlement administration (currently CIBERNET) makes a final determination that its procedures do not apply to or cannot resolve a particular dispute, either Party may initiate arbitration by giving written notice to the other of its intention to arbitrate, which notice shall contain the name of the arbitrator selected by the Party, the nature of the controversy, the amount involved, if any, the remedies sought, and any other pertinent matter. Within seven (7) days after the giving of such notice, the other Party shall submit to the initiating Party the name of an arbitrator whom it has appointed and may submit an answering statement. Within fifteen (15) days thereafter the two (2) arbitrators so appointed shall select a third arbitrator; the three arbitrators so selected shall resolve the controversy.
If a Party fails to choose an arbitrator within the seven (7) day period herein provided, or if the arbitrators appointed by the Parties cannot agree on the third arbitrator within fifteen (15) days of the appointment of the second arbitrator, the arbitrator(s) selected by the Party (ies) shall apply to a justice of the [applicable court] who shall appoint the arbitrator(s). The arbitration hearings shall be held at [City] and shall be conducted in English, unless otherwise agreed by both Parties. Failure to comply with the arbitration requirements of this Section shall be a complete defence to any suit, action or proceeding instituted in any federal, provincial or local court with respect to any controversy or dispute relating to Billing, Remittance or Settlement of charges under this Agreement.
6.3 Discovery. A Party to the arbitration may send out requests to compel the production of documents from the other Party. Disputes concerning the scope of document production and enforcement of the request for document production shall be subject to agreement by such Parties or may be resolved by the arbitrators, to the extent reasonable. All discovery requests shall be subject to the proprietary rights and rights of privilege of the Parties, and the arbitrators shall adopt procedures to protect such rights. The arbitrators may obtain independent legal counsel to aid in their resolution of legal questions presented in the course of arbitration to the extent they consider that such counsel is absolutely necessary to the fair resolution of the dispute, and to the extent that it is economical to do so considering the financial consequences of the dispute.
6.4 Limits on Arbitration. The arbitrators shall be limited to interpreting the applicable provisions of this Agreement, and shall have no authority or power to alter, amend, modify, revoke or suspend any condition or provision of this Agreement; or to create, draft or form a new Agreement between the Parties; or to render an award which, by its terms, has the effect of altering or modifying any condition or provision of this Agreement; or to terminate this Agreement.
6.5 Expenses of Arbitration. The Parties will bear their own expenses of the arbitration and will share equally the expenses of the arbitrators.
6.6 Arbitrators' Award. The arbitrators shall make an award which may include an award of damages, and said award shall be in writing, setting forth the facts found to exist.
6.7 Continuation of Service Pending Arbitration. Except where this Agreement permits a Party to terminate or suspend Roamer services, in whole or in part, the
Parties will continue to provide all Wireless Service and honor all other commitments under this Agreement, including, without limitation, making payments in accordance with this Agreement during the course of resolution of disputes and arbitration pursuant to the provisions of this Section 6.
A Party will be in default under this Agreement upon the occurrence of any of the following events:
(a) Said Party's violation of any term of this Agreement (including the industry net settlement procedures, now administered by CIBERNET, incorporated herein by reference), if such violation shall continue for fifteen (15) days after receipt of written notice thereof;
(b) Said Party's voluntary liquidation or dissolution;
(c) If Industry Canada, or the applicable government agency, issues a final order revoking or denying renewal of the wireless license granted to said Party;
(d) If said Party (i) files a petition for bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of said Party's property, (ii) has filed against it, a petition for bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of said Party's property, provided that within sixty (60) days after the filing of any such petition said Party fails to obtain a discharge hereof, or (iii) makes assignment for the benefit of creditors or petitions for or voluntarily enters into an arrangement of such nature, and provided that such filing, petition or appointment is still continuing;
(e) Said Party's violation of the obligations regarding Confidential Information contained in Section 9 hereof.
8. Term, Suspension of Wireless Service or Termination of Agreement.
8.1 Term of Agreement. Unless this Agreement is earlier terminated as contemplated herein, the initial term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years. Thereafter, the term shall automatically renew for successive two (2) year periods unless and until it is terminated pursuant to the termination provisions of Section 8.3.
8.2 Suspension of Service. In the event that roaming becomes operationally, technically or administratively impracticable on the system(s) of either Party, due, but not limited, to system overload, either Party may suspend Wireless Service on five (5) business days notice. The written notice of suspension shall be transmitted by facsimile or by overnight mail and shall be deemed effective upon receipt. The Parties shall work together to resolve as expeditiously as possible any difficulty that causes such suspension. At such time as either Party
concludes that the problem causing the suspension has been resolved, such Party shall give the other Party written notice to this effect. Wireless Service shall resume in full effect five (5) business days after receipt of such notice unless the Party receiving said notice gives written notice, before the expiration of this five (5) business day period, that in its reasonable view the problem necessitating the suspension has not been resolved. If the problem giving rise to the suspension remains unresolved for thirty (30) days following written notice of suspension, the problem shall be submitted to Arbitration pursuant to Section 6 herein.
8.3 Termination. This Agreement may be terminated in the event of a default as defined in Section 7 hereof, immediately upon written notice to the defaulting Party. After the expiration of the initial five (5) year term of this Agreement, either Party may terminate this Agreement without cause upon at least twelve (12) months' written notice.
8.4 Rights of Parties Upon Termination/Suspension. The termination of the Agreement or suspension of Wireless Service shall not affect the rights and liabilities of the Parties under this Agreement with respect to all Authorized Roamer charges incurred prior to the effective date of said suspension or termination. Any provisions of this Agreement, which by their nature should survive the termination, including confidentiality, indemnity, and arbitration provisions, shall survive termination of this Agreement.
9. Confidentiality and Non-Disclosure.
9.1 Confidential Information. All information disclosed by one Party to the other pursuant to this Agreement (whether in writing, visually or orally disclosed) will be deemed to be confidential unless specifically designated as non-confidential or non-proprietary at the time of disclosure, or unless, by its nature, it is obviously non-confidential or non-proprietary. The receiving Party can freely use or disclose to others the disclosing Party's non-confidential or non-proprietary information. Nothing contained in this Section shall be deemed to grant any license under any intellectual property right.
9.2 Non-disclosure. Except as provided below in this Section, the receiving Party of the disclosing Party's confidential information agrees to treat the same as strictly confidential and shall not divulge, directly or indirectly, to any other person, firm, corporation, association or entity confidential information so received, and shall not make use of or copy confidential information, except for the purpose of this Agreement. Such confidential information may be disclosed only to such of the employees, consultants and subcontractors of the receiving Party who reasonably require access to such information for the purpose for which it was disclosed and who have secrecy obligations to the receiving Party.
9.3 Exceptions. The obligations of non-disclosure set out above do not apply to any portion of such information that:
(a) was known to the receiving Party prior to its receipt from the other Party, provided that it was not received under an obligation of confidentiality;
(b) is or becomes (through no act or failure on the part of the receiving Party) generally known;
(c) is supplied to the receiving Party by a third party which the receiving Party in good faith believes is free to make such disclosure and without restriction on disclosure;
(d) is disclosed by the disclosing Party to a third party generally, without restriction on disclosure;
(e) is independently developed by the receiving Party without use of any confidential information provided by the disclosing Party; or
(f) the receiving Party is lawfully required to disclose pursuant to an order of a court or other authority of competent jurisdiction; provided that, before making such disclosure, the Recipient shall promptly provide the disclosing Party with written notice of the requirement to disclose, and shall reasonably cooperate with the disclosing Party in its actions to secure the confidential treatment of the confidential information, or actions taken by the disclosing Party to challenge, narrow or restrict such order, the costs of which shall be the responsibility of the disclosing Party.
The obligation of confidentiality shall survive the termination or expiration of this Agreement.
9.4 Enforcement. Notwithstanding the provisions of Section 6 of this Agreement, the Parties agree that either Party may enforce the provisions of this Section regarding restrictions on confidentiality by an action for injunctive relief or other equitable remedies.
Each Party hereby agrees to indemnify the other Party and its Affiliates and any and all of their officers, directors, employees, agents and/or affiliates, against, and hold them harmless from, all claims, suits, demands, losses and expenses (including, but not limited to, reasonable legal fees and disbursements) which may result in any way whatsoever from the indemnified Party's denial of Roamer Wireless Service under this Agreement:
(a) to any wireless telephone or device having an NPA/NXX combination that (i) the indemnifying Party has not listed as a valid NPA/NXX combination to be accepted by the indemnified Party for Wireless Service to an Authorized Roamer, or (ii) the indemnifying Party has deleted as a valid NPA/NXX combination to be accepted by the indemnified Party for Wireless Service to an Authorized Roamer, pursuant to Section 2.1 hereof, or (iii) has been determined through an agreed-upon validation method to be an invalid NPA/NXX combination not to be accepted by the indemnified Party for Wireless Service to an Authorized Roamer, pursuant to Section 2.2 hereof; or,
(b) to any exchanges for which Wireless Service has been suspended as requested in a notice given by the indemnifying Party, pursuant to Section 2.3 or 8.1 hereof.
Unless otherwise specified in the Agreement:
(a) All notices required under this Agreement shall be given in writing.
(b) All notices shall be either personally delivered, delivered and received the next day via overnight mail, dispatched by facsimile, or dispatched by certified mail return receipt requested to the persons specified below or to such other persons at such other addresses as a Party may designate by written notice to the other Party.
(c) The notices should be sent to the following addresses:
12. No Partnership or Agency Relationship Created. Nothing contained in this Agreement shall constitute the Parties as partners with one another or render either Party liable for any debts or obligations of the other Party, nor shall either Party hereby be constituted the agent of the other Party.
13. Successors and Assigns. Neither Party may sell, assign, transfer or otherwise convey its interest in the Agreement or any of its rights or obligations hereunder without the written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, a Party may sell, assign, transfer or otherwise convey this Agreement or its interest or any of its rights or obligations herein to one of its Affiliates without the consent of the other Party. No person other than a Party to the Agreement shall acquire any rights hereunder as a third party beneficiary or otherwise by virtue of the Agreement.
14. Future Amendments. The Parties agree to use their respective best, diligent and good faith efforts to fulfill all their obligations under this Agreement. The Parties recognize however, that to effectuate all the purposes of the Agreement, it may be necessary either to enter into future agreements or to modify this Agreement or both. For example, and without limitation, the Parties agree that as technology develops, they may desire to expand this Agreement to cover new technology.
In such event, the Parties agree to cooperate in good faith.
15. Compliance with Laws. The Parties agree to comply with, conform to, and abide by all applicable and valid laws, regulations, rules and orders of all governmental agencies and authorities, and agree that this Agreement is subject to such laws, regulations, rules and orders.
16. Entire Agreement. The Agreement constitutes the full and complete agreement of the Parties. Any prior written or oral agreements between the Parties with respect to this subject matter shall be superseded and of no force and effect. This Agreement may not be modified or otherwise amended except by the written consent of the Parties. Waiver of any breach of any provision of the Agreement must be in writing signed by the waiving Party and such waiver shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision. The failure of a Party to insist upon strict performance of a covenant or an obligation under this Agreement shall not be a waiver of a Party's right to demand strict compliance therewith in the future.
17. Force Majeure. The Parties shall not be responsible for failure to render service due to causes beyond their control, including, but not limited to accidents, storms, acts of war and/or terrorism, acts of governmental or regulatory authorities or common carriers, work stoppages, strikes, fires, civil disobedience, riots, rebellions, acts of God and similar occurrences. Services shall be rendered as soon as possible after the cessation of such cause.
18. Headings. The headings in the Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of the Agreement or any provision hereof.
19. Original Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.
20. Controlling Law. Disputes concerning service provided under this Agreement shall be construed in accordance with the laws of the Province of [applicable Province], exclusive of its choice of law provisions.
21. Regulatory Approval. This Agreement may be subject to applicable governmental or regulatory approvals or oversight.
22. Use of Trademarks. The Parties agree that they will not use the name, service marks or trademarks of the other or any of their affiliated companies in any advertising, publicity releases or sales presentations, without such Party's written consent. Neither Party is licensed hereunder to conduct business under any logo, trademark, service or trade name (or any derivative thereof) of the other.
23. Limits of Liability. Except for obligations under Section 10 (Indemnification), neither Party shall be liable to the other Party for any special, indirect, consequential or punitive damages under this Agreement.
[FIRST WIRELESS CARRIER]
[Name and Title]
[SECOND WIRELESS CARRIER]
[Name and Title]
INTERCARRIER ROAMER SERVICE AGREEMENT
Systems Covered as of [Date]
SYSTEM ID BAND
[First Wireless Carrier] Area Code [Second Wireless Carrier] Area Code
INTERCARRIER ROAMER SERVICE AGREEMENT
Markets not available in [Date].
SYSTEM ID BAND
INTERCARRIER ROAMER SERVICE AGREEMENT
Effective [date], [first wireless carrier] will charge [second wireless carrier] and [second wireless carrier] will charge [first wireless carrier] $[rate] per airtime minute.
Effective [date], [first wireless carrier] will charge [second wireless carrier] and [second wireless carrier] will charge [first wireless carrier] $[rate] per domestic toll minute. Domestic toll rates apply to intra- and inter-province, as well as province-state/state-province calls terminating in Canada and the United States. International Toll will be charged at the rates charged by the particular carrier as a pass-through charge from the Serving Carrier to the Home Carrier.
All airtime and toll charges will be billed in full minute increments, with any partial minute being rounded up to the next full minute.
Directory Assistance calls are charged at the Serving Carrier's then-current tariff rate.
The parties agree to facilitate two-way SMS roaming service between each other's network. The parties agree that there will be no airtime or service charges for delivering or sending SMS messages while roaming. The Home Carrier will be responsible for all billings to the end user and will keep all revenues associated with the SMS billing.
The parties agree to provide 1XRTT and EVDO Mobile IP data roaming on their respective networks. [First wireless carrier] will charge [second wireless carrier] and [second wireless carrier] will charge [first wireless carrier] $[rate] per Megabyte.
INTERCARRIER ROAMER SERVICE AGREEMENT
Technical Data Sheets – Voice
To be exchanged when implementing interconnections
INTERCARRIER ROAMER SERVICE AGREEMENT
Technical Data Sheets – Data
To be exchanged when implementing interconnections
INTERCARRIER ROAMER SERVICE AGREEMENT
OPERATING PROCEDURES (VOICE)
1. Amendment of Operating Procedures: This Appendix 5A will be in effect until new Operating Procedures are published by the CIBERNET Corporation ("CIBERNET"), 1133-21st Street, N.W. Third Floor, Washington , D.C. 20036, for roamer agreements used domestically by the Cellular Telecommunications Industry Association. At such time as new Operating Procedures ("New Operating Procedures") are published by CIBERNET, they will become effective as to the Parties on the date proposed by CIBERNET ("Implementation Date") provided (a) such date is at least thirty (30) days following receipt by the Parties of the New Operating Procedures and (b) neither Party has given the other written notice of termination or suspension of this Agreement based upon its objections to the New Operating Procedures at least five (5) business days before the Implementation Date. The Parties agree to be individually responsible for complying with the Operating Procedures and agree that CIBERNET is not liable for information or actions that occur as a result of following such New Operating Procedures.
2. Close of Billing: "Close of Billing" shall be the fifteenth (15th) day of each calendar month or the next preceding business day if the fifteenth (15th) is not a business day.
3. Invoicing: Invoicing must occur within fifteen (15) days after the Close of Billing.
4. Billing Period: The "Billing Period" is the period running from the day after the Close of Billing through the Close of Billing day in the subsequent month (normally the sixteenth (16th) through the fifteenth (15th), unless the fifteenth (15th) falls on a non-business day).
5. Payment: A Party may pay by way of cheque or wire transfer within thirty (30) days ("Payment Due Date") following the date of the invoice. Payments received later than
the Payment Due Date shall be subject to a late charge of either one and a half percent (1.5%) of the outstanding balance for each thirty (30) day period (or portion thereof) that such payments are late or the highest percentage of the outstanding balance permitted by law, whichever is lower.
6. Minimum Line Range: The "Minimum Line Range" within a NPA/NXX is 1,000 line numbers.
7. NPA/NXX Notification: The minimum time required before changes, additions or deletions of NPA/NXXs are effective shall be fifteen (15) days from the date of receipt of notification of such changes, additions or deletions by the Serving Carrier.
8. Tariff Changes: Notice of any applicable changes to tariffs must be received by the Serving Carrier at least fifteen (15) days prior to the proposed effective date or at least the number of days specified by governmental regulations prior to the proposed effective date, whichever period is longer.
9. Billing Invoice Summary: The minimum information needed for an invoice issued with non-Clearinghouse documentation must include the following:
- Billing Period (To/From Dates)
- Batch Sequence Number
- Batch Date
- Serving and Home SIDs - Total Airtime Charges
- Total Intra-Province Toll
- Total Inter-Province/Province-State Toll
- Other Charges and Credits
- Total Taxes
- Total Charges
10. Message Date Edit: Message records shall be considered to have failed the CIBER Edit if the message is more than thirty (30) days old when it is received at the Home Carrier's Authorized Receipt Point ("ARP"). Message records which are rejected from the Home Carrier's ARP and returned to the Serving Carrier shall be considered to have failed the CIBER Edit if the message is more than sixty (60) days old. Determination of the age of a message record is from the date of the call.
11. Effective Date for Unauthorized Roamer Liability: Liability for unauthorized Roamers shall be established at 12:01 a.m. Eastern Time of the calendar day immediately following receipt by [first wireless carrier] or [second wireless carrier], as the case may be, or their respective authorized representatives, of notification or update of the lists referred to in Paragraphs 2.1 of the Agreement. Notification or updating of the lists shall be made by (a) courier delivery or a written notice, or (b) facsimile transmission of a written notice during normal business hours of the Party being notified, or (c) by entry (through manual or automated means) into the Industry Negative File or a valid provider of clearing and/or positive Roamer validation/verification services.
INTERCARRIER ROAMER SERVICE AGREEMENT
Operating Procedures for Data Services while Roaming
Data technologies, Data Services and roaming are continuing to evolve and as such standard operating procedures are not always available. Detailed implementation of roaming requires both parties to work together to ensure all access to necessary data to ensure appropriate functionality. Common industry practice is the default if specific operating procedures have not been identified in this agreement or are not fully developed in a particular area.
Operating Procedures to Implement SMS Roaming.
Short Message Service (SMS) Roaming is made up of (1) Mobile Terminating (receiving an SMS message), while roaming and (2) Mobile Originating (sending an SMS message), while roaming.
Mobile Terminating while roaming –
An incoming short message is received by the Home Carrier's Message Center ("HMC")
The HMC sends an ANSI-41 SMS Request message to the HLR to locate the applicable wireless phone for which the message is intended to be delivered, and such wireless phone is eligible to receive the short message.
The HMC then sends the short text message in an ANSI-41format, specifically the SMS Delivery Point To Point message, to the Serving Carrier's Mobile Switch Center (MSC) using Signaling Transfer Point (STP) code routing, which in turn forwards the short text message to the applicable wireless phone.
If the applicable wireless phone is not able to receive a short text message, such message can be retained by the HMC, and forwarded when the MSC and HLR inform the HMC that the wireless phone is available to receive the short test message.
Mobile Originating while roaming –
The Authorized Roamer creates a short text message on the Authorized Roamer's wireless phone.
The Serving Carrier's MSC routes the short text message to the Serving Carrier's STP using Global Title Translation (GTT).
The Serving Carrier's STP routes the message to the Home Carrier's STP using GTT.
The Home Carrier stores the short text message and determines how best to deliver the message.
To facilitate this SMS routing the Serving Carrier must support adopt and implement the following:
- SMS Paging and Traffic Channel
- SMS Access and Traffic Channel
- Maximum of 160 characters supported in an SS7 message
- GTT SS7 routing for SMS messages
- SMS messages will be delivered by the Home Carrier's MSC. The Serving Carrier may not send SMS messages directly to an Authorized Roamer. The Serving Carrier may only use indirect routing.
- The OOA ("Original Originating Address") will be used for message replies.
SMS is a 'Bill and Keep' service. Billing for SMS messages will be based on the indirect routing capability and each Party will bill its own subscribers. The Serving Carrier will not bill the Home Carrier for MO or MT SMS messages of Authorized Roamers.
IS95 Data Services
In order to provide IS95 data services to Authorized Roamers, the Serving Carrier must provide the data services in accordance with IS95A standards. These standards include, but are not limited to, standard NOCC to NOCC procedures to resolve problems and issues. In addition, the Serving Carrier shall provide Internet Protocol ("IP") connectivity to the Home Carrier's Wireless Access Protocol ("WAP") servers.
The parties agree to facilitate seamless 1XRTT data roaming between each other's networks. Technical data sheets will need to be exchanged approximately 60 days prior to the above date. Each Carrier shall provide IP access to the other Carrier's AAA Radius Servers, Packet Data Service Node (PDSN), Home Agent (HA) and Foreign Agent (FA). In addition, the Serving Carrier shall provide Internet Protocol ("IP") connectivity to the Home Carrier's Wireless Access Protocol ("WAP") servers. Any additional connectivity required for 1X EV roaming will be identified at time of implementation.
Billing methodologies have been identified in Section 3 Billing and Section 5 Settlement of the Agreement. Rates are identified in Appendix 3.
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