CAPACITY PURCHASE AGREEMENT
N(DEGREE) FTLD/M&S/01/051
THIS AGREEMENT is entered into on April 12, 2002, the "Effective Date".
BETWEEN
(1) FRANCE TELECOM SA, a company incorporated in France and having its
principal office at 0, Xxxxx x'Xxxxxxx 00000 Xxxxx ("Grantor"); and
(2) EQUANT NETWORK SYSTEMS LTD, a company incorporated in Ireland and having
its principal office at Xxxxxxxx Xxxxx, 00-00 Xxxxxxxxx Xx., Xxxxxx 0,
Xxxxxxx ("Purchaser");
Each hereinafter jointly referred to as "Parties".
RECITALS
(A) Grantor has rights on the network described in Schedule 1 (the "Network").
(B) Purchaser desires to acquire from Grantor and Grantor is willing to grant
to Purchaser, Capacity in the Network on an IRU basis as described in
Schedule 2 (the "Capacity") and to provide co-location services as
described in Schedule 3 (the "Co-location").
(C) Grantor agrees to provide and Purchaser agrees to take the Capacity and the
Co-location on the terms and subject to the conditions set out in this
Agreement.
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement:
"Acceptance Date" means the date on which Grantor acknowledges
receipt from Purchaser of a fully complete Service
Order Form;
"Agreement" means this written agreement, including the
schedules.
"Affiliates" means, in respect to any Party, any other entity
controlled by, under common control with, or
controlling such Party. For the purposes of the
Agreements, the term "control" means a Person's
(1) ownership, directly or indirectly, of equity
securities entitling it to exercise in the
aggregate at least 50% of the voting power of the
entity in question; or (2) possession directly or
indirectly, of the power to direct or cause the
direction of the management and policies of or
with respect to the entity in question, whether
through ownership of securities, by contract or
otherwise.
"Capacity" means the telecommunications bandwidth supplied by
the Grantor for Purchaser's sole and exclusive
use. The Capacity may be either Wavelength
services or Interim Capacity, as more fully
described in Schedule 2 and Schedule 2a.
"Co-location Services" means the locating of Purchaser's
telecommunications equipment within the premises
of Grantor, as further described in Schedule 3.
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"Co-location Fee" means the amount payable by Purchaser to
Grantor for the Co-location as further
described in Schedule 5.
"Committed Delivery Date" means in respect of each Wavelength or
Wavelength Ring or Co-location Services the
date on which Purchaser receives written
notification from Grantor that such
Wavelength or Wavelength Ring has
successfully passed Grantors tests and is
Ready For Service in conjunction with the
Co-location Services, as further described
in Schedule 6, section 1.1.
"Confidential Information" means in relation to either Party,
information (whether in oral, written or
electronic form) belonging or relating to
that Party, its business affairs or
activities which is not in the public domain
and which: (i) either Party has marked as
confidential or proprietary, (ii) either
Party, orally or in writing has advised the
other Party is of a confidential nature,
(iii) due to its character or nature, a
reasonable person would treat as
confidential, and/or (iv) the contents of
this Agreement.
"Corresponding Wavelength
Ring" means, when talking about a specific
Wavelength, the Wavelength Ring the specific
Wavelength is part of, as more fully
described in Schedule 2.
"DDF" means Digital Distribution Frame.
"Effective Date" means June 22, 2001 which date corresponds
to the delivery date of the first STM-1 of
Interim Capacity.
"Footprint" means a dedicated space 60 centimeters by 60
centimeters which Purchaser shall order from
Grantor pursuant to a Service Order Form.
"Initial Payment means the amount referred to in Schedule 5,
Section 1, (i).
"Initial RFS Date" means, with respect to each Wavelength, the
date on or after which Purchaser may request
such Wavelength to be activated as described
in Schedule 6. Initial RFS Dates are set
forth in Schedule 2.
"Interim Capacity" means the broadband services based on SDH
technology, provided by Grantor to
Purchaser, as more fully described in
Schedule 2a. The Interim Capacity is
delivered either to Purchaser's POPs or to
Grantor's premises for an initial period of
six (6) months.
"IRU" means an indefeasible right of use of a unit
of Capacity dedicated to Purchaser on the
Network in accordance with the terms and
conditions of this Agreement.
"OA&M Charges" means the operation, administration
and maintenance charges specified in Clause
5 and Schedule 5.
"ODF" means Optical Distribution Frame.
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"POP" means a Point of Presence where Grantor
exchanges telecommunications services with
customers or other telecommunications
carriers. The POPs are listed in Schedule 4.
"Purchase Price" means the amount payable by Purchaser to
Grantor for the Capacity as specified in
Schedule 5.
"Requested Delivery Date" means the date identified in the Service
Order Form, on which Purchaser requires
Grantor to activate a Wavelength and/or
Wavelength Ring and the Co-location
Services, as further described in Schedule
6, section 1.1 and Schedule 2.
"RFS Date" means, with respect to each Wavelength and
Wavelength Ring, the date on which such
Wavelength or Wavelength Ring will be ready
for service as described in Clause 2.1 and
Schedule 6.
"RFS Standard" means the standards identified in Schedule 7
which both Purchaser's and Grantor's
acceptance tests must meet.
"Service Order" means an order for Capacity or
Co-location placed by Purchaser with Grantor
by means of completion of the Service Order
Form.
"Service Order Form" means a form to be completed by Purchaser
with Grantor when placing an order for
Capacity or Co-location Services, a model of
each of which is attached as Schedule 8.
"Site(s)" means the site(s) between and at which the
Capacity and the Co-location are to be
provided to Purchaser as more specifically
described as "Site A" and "Site B" in
Schedule 2, Schedule 2a, Schedule 3 and in
the Service Order Form.
"Term" means the period from the execution of this
Agreement until the expiry of the last
Wavelength Term running.
"The Network" means the telecommunication systems run by
the Grantor from time to time, for the
purpose of providing the Capacity. In the
framework of this Agreement, the Network is
limited to the Sites listed in Schedule 4.
"Wavelength (s)" means an unprotected 2.5 Gbps point-to-point
broadband service, based on DWDM technology,
routed on the Network, and delivered at
Grantor's POPs, as further described in
Schedule 2.
"Wavelength Ring" means a set of Wavelengths making a closed
loop. The speed rate of one Wavelength Ring
is 2.5 Gbps, as further described in
Schedule 2.
"Wavelength Term" means ten (10) years from the RFS Date of
the Wavelength or the RFS Date of the
Corresponding Wavelength Ring.
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"Working Day" means local business days 8.30 am to 6.30 pm
local time excluding bank and public
holidays in the countries in which the
relevant Sites are located.
1.2 Where the context so admits or requires words denoting the singular
include the plural and vice versa and words denoting any gender include
all genders.
1.3 Clause headings are purely for ease of reference and do not form part
of or affect the interpretation of this Agreement.
1.4 References to Clauses and Schedules are to Clauses of and Schedules of
this Agreement.
1.5 References to each Party herein include references to its successors in
title, permitted assigns and novatees.
1.6 In the event of any inconsistency between the provisions of any
schedule hereto and the provisions of the main body of this Agreement,
the latter shall prevail to the extent of the inconsistency.
2. PROVISION OF CAPACITY AND CO-LOCATION
Grantor shall provide the Capacity and Co-location subject to the
conditions set forth below.
2.1 Wavelengths
2.1.1 Purchaser hereby agrees to acquire the Wavelengths specified in
Schedule 2 hereof on an IRU basis for the Purchase Price on the terms
and conditions set forth in this Agreement.
Grantor will provide the Wavelength Rings for the Wavelength Term,
unless this Agreement is terminated earlier under Clause 8, in which
case such provision of Wavelength Rings shall terminate automatically.
The Wavelength Term may be extended under Clause 8.1.
2.1.2 The delivery and acceptance testing procedures of Wavelengths and
Wavelength Ring are set forth in Schedule 6.
2.1.3 If the RFS Date for any Wavelength or Wavelength Ring does not occur
within sixty (60) Working Days of the Requested Delivery Date,
Purchaser may terminate its obligation to purchase such Wavelength and
the Corresponding Wavelengths on such Wavelength Ring with immediate
effect, except where such delay is due to Purchaser. In such case,
Grantor shall refund any Initial Payments applicable to such Wavelength
or the Corresponding Wavelength Ring, plus any interest accrued on such
Initial Payments from the Initial Payments Date to the date Purchaser
terminates its obligation to purchase such Wavelength or the
Corresponding Wavelength Ring. Such interest shall be calculated at the
rate per annum of three (3)-month Euribor rate, or the highest rate
applicable by law, whichever is the lesser, in effect from time to time
calculated on a daily basis from the date on which payment became due
to the date such payment is received by the other.
2.1.4 Thereafter Grantor shall not reroute the Wavelengths without the
permission of Purchaser, other than in an emergency or restoral
situation. In such an emergency or restoral situation, Grantor shall
notify Purchaser of such rerouting as soon as reasonably practicable.
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2.1.5 The Capacity shall meet the performance objectives set forth in
Schedule 6, Service Level Agreement.
2.1.6 Purchaser shall be entitled to cause Grantor to upgrade and expand the
Capacity in accordance with Purchaser's network and business growth
objectives, insofar as such upgrade is technically possible. Any
additional request for capacities, whether expansion, new activation or
upgrade ("Additional Capacity") shall be governed by the Agreement for
the Purchase of Global Transmission Services by and between France
Telecom and Newco dated June 29th, 2001 ("The Global Agreement"), if
the Additional Capacity falls within the scope of the Global Agreement.
The SLA included in the Agreement shall apply to any such Additional
Capacity. The pricing conditions included in the Global Agreement shall
apply unless the Parties agree otherwise at the time of the request.
2.1.7 Grantor shall provide a circuit identifier on the Service Order Form
which number shall be confirmed at the Acceptance Date.
2.2 Interim Capacity
The terms and conditions governing the provision of Interim Capacity by
Grantor to Purchaser are set forth in Schedule 2A.
2.3 Co-location Services
The Grantor shall provide and Purchaser shall purchase Co-location
Services as specified in Schedule 3 hereof for the Co-location Fee. The
Grantor shall provide Co-location Services for the term set forth in
the Service Order Form unless this Agreement is terminated earlier
under Clause 8, in which case such provision of Co-location Services
shall terminate automatically. The provision of Co-location Services
may be extended under Clause 8.1.
3. PAYMENT FOR CAPACITY AND CO-LOCATION SERVICES
3.1 Purchaser shall make payment for the Capacity to Grantor's account in
immediately available Euros, in accordance with the payment terms set
forth in Schedule 5 and 6.
3.2 OA&M CHARGES. Grantor will invoice Purchaser quarterly in advance in
Euros on the first Working Day of January, April, July and October for
the OA&M Charges, with the exception of OA&M to be applied on Capacity
activated in between January, April, July and October. In this case,
OA&M will be charged to Purchaser at quarterly pro rata temporis from
the RFS Date of each Capacity.
CO-LOCATION SERVICES. Grantor shall invoice Purchaser monthly for all
sums payable by Purchaser for Co-location Services. Grantor shall
establish the invoice not later than thirty (30) days after the month
to which the Co-location Services relates.
3.3 Purchaser shall pay all amounts due under this Agreement within thirty
(30) days of the date of the invoice.
3.4 Purchaser shall make all payments under this Agreement by means of a
wire transfer to an account designated by Grantor in writing within
thirty (30) Working Days after the invoice date, by bank transfer to
the following Grantor account:
CREDIT LYONNAIS
AGENCE CENTRALE ENTREPRISES PARIS
CODE IBAN XX00 0000 0000 0000 0000 0000 X00
CODE SWIFT CRLY FRPP XXX
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Each Party shall be entitled on reasonable grounds to dispute any
invoice or payment. In such case, that Party shall give the other Party
notice within thirty (30) days of receipt of the disputed invoice or
payment, specifying the disputed amount, together with such supporting
documentation as shall be necessary to substantiate its claim. The
Parties shall co-operate to resolve the dispute in an expeditious
manner and in any event within thirty (30) additional days. No claims
shall be valid if such notice and documentation is not delivered within
such thirty (30) day period. In no event shall either Party withhold
any part of any invoice which is not the subject of a bona fide
dispute. If the dispute is not resolved within the above prescribed
period, it shall follow the Dispute Resolution process defined in
Clause 23.
3.5 All amounts due hereunder that are not paid when due, including any
amount subject to a bona fide dispute by a Part shall accrue interest
at the rate per annum of three (3)-month Euribor rate, or the highest
rate applicable by law, whichever is the lesser, in effect from time to
time calculated on a daily basis from the date on which payment became
due to the date such payment is received by the other.
3.6 The Purchase Price is fair market value.
4. TAXES
4.1 All payments made by Purchaser under this Agreement shall be made
without any deduction, set-off or counterclaim and, except to the
extent required by any law or regulation, free and clear of any
deduction or withholding on account of any tax, duty or other charges
of whatever nature imposed by any taxing or governmental authority
(collectively "Taxes").
4.2 All payments under this Agreement are exclusive of value added tax or
other relevant sales or turnover taxes ("VAT"). Purchaser shall pay to
grantor all applicable VAT with the relevant payments for the Services.
4.3 Any rates, levies, charges or Taxes (other than taxes on Grantor's
income) levied or assessed in relation to the use, ownership,
possession or occupation of the Capacity or Co-location Services
provided pursuant this Agreement (being rates, levies, charges or Taxes
that are directly related to the use, ownership, possession or
occupation by Purchaser of the Capacity or Co-location Services) shall
be borne by and shall be for the account of Purchaser.
5. OPERATION, ADMINISTRATION AND MAINTENANCE OF THE NETWORK
5.1 Grantor shall cause the Network to be operated, administered and
maintained in efficient working order and in accordance with the
standards of a reputable service provider in the telecommunications
industry and in accordance with Schedule 3, Access and Co-location
Services. Grantor shall ensure that its sub-contractors, affiliates,
and suppliers perform their obligations and will cause them to operate
the Network including routine, preventive and corrective maintenance in
accordance with performance standards set forth in Schedule 6. Grantor
shall be solely responsible for the performance of its obligations
hereunder and the performance of its sub-contractors, affiliates and
suppliers and shall indemnify and hold Purchaser harmless regarding any
claim, loss or damage asserted or caused by any such sub-contractor,
affiliate or supplier of Grantor.
5.2 Grantor will have sole responsibility for negotiating, executing and
administering the contracts related to the construction, operation,
maintenance and repair of the Network.
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5.3 Should any condition exist that may impair the integrity of the
Network, Grantor shall initiate and coordinate restoral or planned
maintenance as required, which may include deactivation of the Network
or a segment thereof. As per section 5 of Schedule 6, Grantor shall, to
the extent reasonably practicable, give Purchaser fourteen (14)
calendar days notice in writing (or such shorter period as may be
necessary), prior to initiating a planned maintenance operation, of the
timing and scope of such planned maintenance operation.
5.4 In the event of disruption of service due to an Event of Force Majeure
or any other cause or other emergency, Grantor shall cause service to
be restored as quickly as possible, and Grantor shall take all such
measures necessary to obtain such objective.
5.5 Purchaser shall pay the OA&M Charges in accordance with Clause 3.2.
6. ACCESS TO THE NETWORK
6.1 POPS
Purchaser shall have the right to connect its telecommunications system
and access circuits with the Network and Grantor will ensure that
Purchaser is granted access to the Network at the points agreed between
the parties ("POPs"), upon reasonable prior notice between 9.00 a.m.
and 5.00 p.m., Monday to Friday ("Normal Business Hours"), as described
in Schedule 3. Purchaser may obtain access to the Network outside
Normal Business Hours upon receipt of Grantor's prior written consent.
Purchaser shall be entitled to install Purchaser's equipment at the
POP, if necessary, and shall comply with all reasonable instructions
issued from time to time by Grantor in relation to the use of the POP
facilities. Grantor will also ensure that any access circuit,
equipment, or maintenance provider chosen by Purchaser is granted
access to Grantor's Sites in France under the same conditions granted
to Purchaser as described above. Should Purchaser face major
difficulties in accessing Grantor's Sites via a third party, Grantor
and Purchaser shall negotiate in good faith in a timely manner fair and
reasonable conditions for the access to the Sites.
6.2 Purchaser shall keep safe and secure and shall take all reasonable care
of any and all equipment at Grantor's premises or elsewhere while such
equipment is in the possession and control of Purchaser, whether the
connection to the Network is performed either by the Purchaser itself,
or any access provider chosen by Purchaser.
6.3 Purchaser acknowledges that it will not have exclusive occupation of
the POPs and in recognition of this fact, Purchaser covenants with
Grantor that it will not, and that it will procure that its personnel,
customers and access providers will not, tamper with, modify, deal,
repair, alter or in any way interfere with equipment which is not their
own without the prior authorisation of Grantor. Purchaser acknowledges
that the right of access granted under this Clause 6 is granted solely
for the purpose of connecting its telecommunications system and access
circuits to the Network and solely for the purpose of receiving the
Capacity and Co-location services provided by Grantor to it under this
Agreement.
7. NON-INTERFERENCE AND COMPLIANCE WITH LAW
7.1 Purchaser's use of the Network shall not: (i) interfere with or impair
service over any of the facilities comprising the Network or any
circuits or facilities of any other user of System; (ii) impair privacy
of any communications over such circuits or facilities; (iii) cause
damage of any nature to the Network; or (iv) create hazards to the
employees of any of the aforementioned users of the Network or of any
owner of the aforementioned circuits or facilities or to the public.
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7.2 Purchaser shall obtain all necessary licences, approvals, permits and
consents required by any government or regulatory authority having
jurisdiction over the Network to authorise Purchaser to use the
Network. Purchaser shall use the Network in accordance with and subject
to all applicable provisions of law including but not limited to the
licences for Grantor to operate the Network and any and all applicable
rules, regulations and orders of any government or regulatory authority
having jurisdiction over the Network.
7.3 Purchaser shall comply with all reasonable rules and instructions from
time to time notified by Grantor to Purchaser in relation to the safe
use of the Capacity and Co-location.
8. TERM AND TERMINATION
8.1 This Agreement shall have effect on and from the Effective Date and,
subject to the remaining terms of this Clause 8, shall continue in full
force and effect for the Term.
Before the end of each Wavelength Term, Purchaser may decide to extend
such term. The Parties shall agree on such extension and on the amounts
to be paid (including OA&M) at such time.
8.2 If either Party commits a material breach of this Agreement, and such
breach is not remedied within thirty (30) days following a written
notice by the non-breaching Party, the non-breaching Party may
terminate this Agreement with immediate effect and exercise all rights
and remedies available to it at law.
8.3 Either Party may terminate this Agreement forthwith on written notice
if the other Party becomes insolvent, has a trustee, receiver,
administrative receiver, administrator or manager appointed of the
whole or any part of its assets or business, makes any composition or
arrangement with its creditors, takes or suffers any similar action in
consequence of debt or any order or resolution is made for its
dissolution or liquidation (other than for the purpose of solvent
amalgamation of reconstruction) under the laws applicable to that
Party. If such an event occurs on the part of the Grantor, the trustee,
receiver, administrative receiver, administrator or manager of
insolvency shall continue to service the Capacity until the end of the
Term for such time as Purchaser continues to pay the OA&M charges.
9. NO LICENSE
Nothing in this Agreement shall vest in or confer on Purchaser any
patent or any other right or licence in the intellectual property
arising from or relating to any apparatus, system or method used by
Grantor or by Purchaser in connection with the use of the Capacity or
Co-location.
10. ASSIGNMENT
10.1 Either Party ("the Assigning Party") shall be permitted to assign,
transfer or otherwise dispose of this Agreement to any of its
Affiliates. The Assigning Party shall give the other Party thirty (30)
days advance written notice of any such assignment, transfer or other
disposition.
10.2 Neither Party shall be entitled, except as provided in Clause 10.3, to
assign, transfer or dispose of, in any manner, this Agreement to a
non-Affiliate without the prior written consent of the other Party, and
any attempted assignment, transfer or disposal without said prior
written consent shall be void.
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10.3 No person other than a Party to this Agreement shall be entitled to
enforce or benefit from any term of it save that where an agreement is
entered into pursuant to which any rights and/or obligations contained
in this Agreement are permissibly assigned or novated to a third party,
nothing in this Clause shall, of itself, operate to prevent the
assignee from taking the benefit of, and enforcing, any rights so
assigned.
11. INTELLECTUAL PROPERTY
For the avoidance of doubt nothing in this Agreement shall have the
effect of granting or transferring to, or vesting in Purchaser any
intellectual property rights, or any other right, title or interest in
or to any ideas, strategies, methodologies, processes, concepts or
policies belonging to, denied, developed or created by Grantor or any
third party whether before or in the course of performance of this
Agreement or otherwise, or any material, item or work devised,
developed or created by Grantor or any third party prior to or during
the term of this Agreement.
12. NATURE OF RIGHTS
All rights granted hereby and obligations entered into hereunder are
purely contractual. Nothing in this Agreement shall have effect to
grant any ownership, proprietary or possessory rights in any of the
subject-matter hereof to Purchaser.
13. WARRANTIES
13.1 Grantor hereby represents and warrants to Purchaser that:
13.1.1 Grantor is a corporation duly organised and validly existing under
the laws of France; and
13.1.2 Grantor has full power and authority to enter into and perform
this Agreement, and that there are no existing agreements or
arrangements with third parties the terms of which prevent it from
entering into this Agreement or which would impede or prevent the
substantial performance of its obligations under this Agreement.
13.2 Purchaser hereby represents and warrants to Grantor that:
13.2.1 Purchaser is a corporation duly organised, validly existing and in
good standing under the laws of its jurisdiction of organisation;
and
13.2.2 Purchaser has full power and authority to enter into and perform
this Agreement, and that there are no existing agreements or
arrangements with third parties the terms of which prevent it from
entering into this Agreement or which would impede or prevent the
substantial performance of its obligations under this Agreement.
13.3 The foregoing representations and warranties shall survive the
execution and delivery of this Agreement.
13.4 Grantor represents and warrants that it will obtain by the RFS Date,
all material and applicable governmental or non-governmental licences,
easements, rights of way, rights of collocation and any other
approvals, permits or consents required for Grantor to provide the
Capacity and Co-location Services ("Authorisations"), and will maintain
or renew all such Authorisations through the term of this Agreement and
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replace such Authorisations with reasonably suitable replacement
Authorisations if any expire or are terminated or discontinued during
the term of this Agreement. If any Authorisations are modified,
terminated or discontinued and not replaced resulting in interruption
of service, then Grantor will provide Purchaser with comparable Service
or compensate Purchaser appropriately.
14. LIABILITIES AND WARRANTIES
14.1 This Agreement sets forth the full extent of each Party's obligations
and liabilities in respect of the provision of Capacity and the
Co-location. Any condition, warranty or other term concerning the
provision of Capacity and Co-location which might otherwise be implied
into or incorporated into this Agreement, or any collateral contract,
whether by statute, common law or otherwise is hereby excluded.
14.2 Grantor shall not be liable to Purchaser for any loss or damage caused
by or arising out of any temporary failure or disruption of the Network
or any facilities associated herewith or for any interruption of a
Service except as expressly provided in this Agreement.
14.3 Nothing in this Agreement shall exclude or limit either Party's
liability for fraud or for death or personal injury.
14.4 In no event shall either Party be liable under this Agreement for any
consequential, incidental, indirect or special loss or damage of any
kind, in each case howsoever arising, and whether arising in tort
(including negligence), breach of contract or otherwise.
14.5 Neither Party shall be liable to the other or any third party for any
claim, damage or expense by reason of the information or content
transmitted over the Network by either Party.
14.6 Notwithstanding anything in this Agreement, neither Party shall be
liable to the other for any claims arising out of a breach in the
privacy or security of communications transmitted over such Party's
facilities, unless such breach in the privacy or security of such
communications is a result of the willful misconduct of such Party.
14.7 Except for (a) claims arising from death or personal injury (for which
no limit applies); (b) claims arising from breach of third party
intellectual property rights; (c) unpaid invoices; or (d) credits under
any service level agreements, the Parties' cumulative liability for
damages under this Agreement, for any cause whatsoever, and regardless
of the form of action, whether in tort or contract, shall be limited to
Euros 7,500,000 per event, or per series of connected events.
14.8 The provisions of this Clause 14 shall continue to apply
notwithstanding the termination or expiry of this Agreement.
14.9 Grantor represents and warrants that it shall supply the Capacity
described in Schedule 2, and ensure that the maintenance and restoral
are performed, all in accordance with the standards of a reputable
service provider in the telecommunications industry.
15. FORCE MAJEURE
Neither Party shall be deemed in default of any of its obligations
under this Agreement, if, and to the extent that, performance of such
obligation is prevented or delayed by acts of God or public enemy,
civil war, insurrection or riot, fire, flood, explosion, earthquake,
national emergency, act or omission of any governing
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authority or agency thereof or any other unforeseeable, unpredictable,
circumstances beyond its control ("Event of Force Majeure"), provided
that such Event of Force Majeure is not caused by the negligence of the
Party claiming the Event of Force Majeure. The claiming Party shall use
reasonable endeavours to avoid or minimise the effects of an Event of
Force Majeure. Upon the occurrence of an Event of Force Majeure, the
time for performance shall be extended for the period of delay or
inability to perform due to such occurrence, provided that should such
Event of Force Majeure extend beyond sixty (60) days, the non-affected
Party shall have the right to terminate this Agreement and seek all
remedies available to it at law.
16. RELATIONSHIP OF THE PARTIES
The relationship between the Parties is that of independent
contractors. Nothing in this Agreement shall constitute the Parties as
partners, joint ventures or constitute any Party as the agent, employee
or representative of the other Party or empower any Party to act for,
bind or otherwise create or assume any obligation on behalf of any
other Party, and no Party shall hold itself out as having authority to
do the same.
17. SEVERABILITY
If any term of this Agreement is found to be illegal, invalid or
unenforceable under any applicable law, such term shall, insofar as it
is severable from the remaining terms, be deemed omitted from this
Agreement and shall in no way affect the legality, validity or
enforceability of the remaining terms.
18. WAIVER
The failure of any Party to enforce or to exercise at any time or for
any period of time any term of or any right or remedy pursuant to this
Agreement does not constitute, and shall not be construed as, a waiver
of such term, or right or remedy and shall not prevent any further
exercise of the term, right or remedy or the exercise of any other
right or remedy.
19. HEADINGS
The headings of the clauses of this Agreement are for convenience of
reference only and are not intended to restrict, affect or be of any
weight in the interpretation or construction of provisions of such
clauses.
20. NOTICES
Any notice or other communication pursuant to this Agreement shall be
in writing and shall be deemed to have been duly given or served by the
Parties if sent by hand or facsimile or by registered mail addressed as
follows:
If to Grantor: If to Purchaser:
France Telecom Equant Network Systems Limited
ATTN: Xxxxxxxx Xxxxxxxx, ATTN: General Counsel,
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With a copy to Legal with a copy to Vice
President, Telecom
Supplier Management
Facsimile: x00 0 00 00 00 00 Facsimile: 1 703 689 6690
1 33 4641 9188
If notice is sent by hand, it shall be deemed to have been received on
the date of delivery, provided delivery is obtained. If notice is sent
by registered mail, it shall be deemed to have been received on the
fifth day after it was dispatched. If notice is sent by facsimile, it
shall be deemed to have been received upon day the transmission was
sent.
21. AMENDMENTS
No alteration to or variation of this Agreement shall take effect
unless and until the same is in writing and signed on behalf of each of
the Parties by a duly authorised representative.
22. CONFIDENTIALITY
22.1 Subject to Clause 22.2, each Party undertakes to the other that it will
maintain and treat in confidence, and procure that its directors,
employees and professional advisers, sub-contractors and agents
maintain and treat in confidence, the other Party's Confidential
Information.
22.2 Clause 22.1 shall not apply to any information which:
- is in or comes into the public domain other than by default of
the recipient Party; or
- is or has already been independently generated by the
recipient Party; or
- is lawfully received by the recipient from a third party on an
unrestricted basis; or
- is in the possession of or is known by the recipient Party
prior to the date of this Agreement, to the extent that such
recipient Party is not bound by any existing obligation of
confidentiality in respect of such information to the other
Party hereto.
22.3 Nothing in this Clause 22 shall prohibit or restrict either Party
disclosing any Confidential Information to the extent to which the same
is required to be disclosed by law, regulation or pursuant to an order
of a competent authority, or to a legal, financial, accounting or other
professional adviser (including lenders and other financiers), provided
the recipient provides, in the case of disclosure by law, regulation or
order, the disclosure with reasonable written notice prior to any such
disclosure and in the case of disclosure to a professional advisor that
the professional advisor undertakes to treat the Confidential
Information as confidential (in terms materially the same as this
Clause 22).
22.4 On termination of this Agreement for whatever reason the recipient
Party shall return to the disclosing Party (or, at the discretion of
the disclosing Party, destroy) all copies of Confidential Information
of the other Party which it has in its possession.
22.5 The provisions of this Clause 22 shall survive the termination or
expiry of this Agreement for a period of five years.
23. ANNOUNCEMENTS
No announcement shall be made or issued in respect of the subject
matter of this Agreement without the prior written approval of the
Parties (save for any announcement which is
12
required to be made by any stock exchange or by any governmental
authority, where the relevant Party shall (as far as practicable) make
available the proposed announcement to the other Party for prior
comment). The Parties will co-operate to establish a public position
which they are entitled to present to third parties.
24. GOVERNING LAW AND DISPUTE RESOLUTION
24.1 This Agreement shall be construed in accordance with and shall be
governed by the laws of England and Wales.
24.2 Where any dispute or difference arises between Purchaser and Grantor or
their representatives which remains unresolved, the dispute or
difference shall be escalated as follows, for resolution:
FIRST LEVEL
Grantor Account Manager
Purchaser VP, Telco Supplier Management
If agreement cannot be reached within ten working days the dispute or
difference may be escalated by either Party to the Second Level.
SECOND LEVEL
Grantor VP, CSS
Purchaser VP, Customer Services and Network Finance
If agreement cannot be reached within ten days of escalation to the
Second Level then either Party may escalate the dispute or difference
to the Third and final level:
THIRD LEVEL
Grantor FTLD EVP
Purchaser Senior VP, Customer Service and Network
If agreement cannot be reached within ten (10) days of escalation to
the Third Level then either Party may refer the dispute to arbitration
pursuant to the Rules of Arbitration and Reconciliation of the
International Chamber of Commerce.
24.3 Nothing in this Clause 24 will prevent either Party from having
recourse to a court of competent jurisdiction for the purpose of
seeking a preliminary injunction or other provisional declaratory
relief, as it considers necessary to avoid irreparable damage.
25. COUNTERPARTS
This Agreement may be executed in several counterparts, each of which
shall be deemed an original but all of which together shall constitute
one and the same document.
13
26. ENTIRE AGREEMENT
This Agreement contains all the terms agreed among the Parties
regarding its subject matter and supersedes any prior agreement,
understanding or arrangement between the Parties, whether oral or in
writing. No representation, undertaking or promise shall be taken to
have been given or be implied from anything said or written in
negotiations among the Parties prior to this Agreement except as
expressly stated in this Agreement.
SCHEDULES:
1 - The Network
2 - The Capacity : Wavelength Rings
2a - The Interim Capacity
3 - Access and Co-Location Services
4 - Addresses of the POPs
5 - Pricing
6 - Service Level Agreement
7 - Ready For Service Standard
8 - Service Order Forms
27. FURTHER ASSURANCES
The Parties shall do and execute all such further acts and things as
are reasonably required to give full effect to the rights given and the
transactions contemplated by this Agreement.
IN WITNESS WHEREOF the Parties have executed this Agreement on the date set
forth herein (the "Date of Signature").
FRANCE TELECOM EQUANT NETWORK SYSTEMS LTD.
By: By:
---------------------------- -------------------------
(Signature) (Signature)
Name: Name:
---------------------------- -------------------------
Title: Title:
---------------------------- -------------------------
Date: Date:
---------------------------- -------------------------
14
SCHEDULE 1
THE NETWORK
A DESCRIPTION
The Network is a state-of-the-art, self-healing broadband network linking
Europe's largest cities. It can carry 80 Gbps of traffic on each ring. Built and
operated by France Telecom with its affiliates, the Network will span 20,000 km
to interconnect 40 cities in 16 countries with seamless links, and be accessible
from over 250 major urban and business centres throughout Europe.
With the exception of France, the strategy of France Telecom is not to build all
of the infrastructure (fibre) but rather to buy Indefeasible Right of Usage in
fibre optics systems from other providers. For financial and regulatory
purposes, France Telecom has bought these Indefeasible Rights of Use through
long term commercial agreements with its European affiliates. However, France
Telecom is fully responsible for the architecture and engineering of the EBN. In
this scope, France Telecom has selected and implemented along the fibre its own
WDM and SDH equipment.
B. TECHNOLOGY
SCHEDULE 2
THE CAPACITY: WAVELENGTH RINGS
THE CAPACITY Initial RFS Latest Requested
Date Delivery Date
CENTRAL RING
Amsterdam Frankfurt 01/04/2002 31/12/2003
Frankfurt Paris SOF Acceptance 31/12/2003
Date+ 70
Working Days
Paris London SOF Acceptance 31/12/2003
Date + 70
Working Days
London Brussels 01/04/2002 31/12/2003
Brussels Rotterdam 01/04/2002 31/12/2003
Rotterdam Amsterdam 01/04/2002 31/12/2003
GERMAN RING(1)
Frankfurt Dusseldorf 01/12/2001 31/12/2003
Dusseldorf Hanover 01/12/2001 31/12/2003
Hanover Hamburg 01/12/2001 31/12/2003
Hamburg Berlin 01/12/2001 31/12/2003
Berlin Nuremberg 01/12/2001 31/12/2003
Nuremberg Frankfurt 01/12/2001 31/12/2003
GERMAN RING(2)
Frankfurt Stuttgart 01/12/2001 31/12/2003
Stuttgart Munich 01/12/2001 31/12/2003
15
Munich Nuremberg 01/12/2001 31/12/2003
Nuremberg Frankfurt 01/12/2001 31/12/2003
SPANISH RING
Paris Toulouse SOF Acceptance 31/12/2003
Date + 70
Working Days
Toulouse Madrid 01/02/2002 31/12/2003
Madrid Barcelona 01/02/2002 31/12/2003
Barcelona Toulouse 01/02/2002 31/12/2003
Toulouse Marseille SOF Acceptance 31/12/2003
Marseille Lyon Date + 00
Xxxx Xxxxx Working Days
SWISS RING
Paris Zurich SOF Acceptance 31/12/2003
Date + 70
Working Days
Zurich Geneva 01/04/2002 31/12/2003
Geneva Paris SOF Acceptance 31/12/2003
Date + 70
Working Days
ITALIAN RING
Xxxxx Xxxxx SOF Acceptance 31/12/2003
Date + 70
Working Days
Milan Nice 01/04/2002 31/12/2003
Nice Marseille 01/04/2002 31/12/2003
Marseille Lyon SOF Acceptance 31/12/2003
Xxxx Xxxxx Date + 70
Working Days
With respect to POPs which Purchaser does not take Co-location Services, the
Capacity will be delivered to Grantor's DDF which will be located in the
Grantor's POPs in the cities listed above. The Grantor's DDF will be the last
demarcation point for provisioning and supervision. With respect to POPs which
Purchaser does take Co-location Services, the Capacity will be delivered to
Purchaser's DDF which will be located in the Grantor's POPs in the cities listed
above. The Purchaser's DDF will be the last demarcation point for provisioning
and supervision.
16
SCHEDULE 2A
(1)
17
SCHEDULE 3
ACCESS AND CO-LOCATION SERVICES
1. THERE ARE FOUR SCENARIOS FOR CO-LOCATION AND LOCAL ACCESS
a) Purchaser may order Co-location Service within the Grantor's POP to
install Purchaser's terminating equipment. Purchaser shall be
responsible to order the local loop for access into the POP.
b) Purchaser may order Co-location Services within the Grantor's POP to
install Purchaser's terminating equipment. Purchaser shall be
responsible to order a dark fibre city ring to connect the Grantor's
POP to Purchaser's POP.
c) Purchaser and Grantor may have their POPs located in the same building
in which case no Co-location Services will be required. Grantor shall
provide fibre extension to connect its POP and Purchaser's POP.
d) Purchaser may order from Grantor local access at the DWDM level in
which event Grantor shall install the terminating equipment in
Purchaser's POP and no Co-location Services shall be required at
Grantor's POP.
2. CO-LOCATION SERVICES
Co-location Services shall be provided for Purchaser's equipment (the
"Equipment") and shall include the services described in this section 2.
The particular Co-location Services to be delivered by Grantor to Purchaser in
any given POP shall be identified in the relevant Service Order Form which shall
make reference to all or part of the services mentionned in this section.
Co-location Services includes both dedicated space and associated services.
Co-location Services include the supply to Purchaser of a dedicated Footprint in
a shared area accessible to other customers of Grantor. Co-location Service
includes:
1. High level security and controlled access
2. Controlled environment
3. Fire protection
4. High energy consumption (maximum 2 kW per Footprint)
5. Fully redundant facility for optimal reliability
The Co-location Services specifications are summarised in the following table.
Certain sites may very slightly from the general specifications. During the
Equipment installation phase, Grantor and Purchaser shall jointly produce a
document (Services and Site Description) which shall include:
access procedure, technical specifications, Footprint layout, network
connectivity and floor plan. Prior to the installation of any Purchaser's
Equipment, Purchaser shall provide to Grantor the specifications applicable to
the Co-location of its equipment. Grantor shall advise if it is able to meet
such specifications. In the event that Grantor is unable to do so, the Parties
shall meet to determine an appropriate work around plan.
18
2.1 CO-LOCATION TECHNICAL SPECIFICATIONS
CO-LOCATION SITES Sites are ETSI 300-019-1-3 class 3.1 compliant
(standard for a telecommunication room)
ACCESS AND SECURITY Centralised access control for the doors with
magnetic badges and intrusion alarms. The access
surveillance centre is 24/24h manned centre to
allow intervention on equipment at any time
RAISED FLOOR The floor stands a floor load of 650kg/m(2)
Raised floor of minimum 0.35 m high and with 60x60
cm2 footprints and ventilation panels. Its
transverse electric resistance is in the 10(5) and
10(8) (OMEGA) range and the framework is connected
to the earth. Its reaction to fire is of the M1
type. The Footprint shall have a metallic face
that is connected to the earth (the resistance
between any two metallic points should be less
than 50 m(OMEGA)) Ceiling Height greater than 3.5m
from floor to ceiling (corresponds to more than
2.5m for the equipment)
POWER SUPPLY Two distinct 48 V power feedings. These are
secured with batteries that can take over for 9H
The 230 V (50 Hz) power feeding is secured (UPS)
Separate plug box for emergency generating
AIR CONDITIONING Air filters : their efficiency shall
be 85% gravimetric (i.e. the filters stop 90% of
the 3(mu) dusts and 85 % of the 1(mu) dusts) The
Equipment can work in a 5(degree)C - 40(degree)C
range with a maximum relative humidity of 85% non
condensing Low/High temperature alarms
FIRE DETECTION
AND EXTINCTION Smoke detectors shall be connected to a 24/24h
surveillance centre. The doors are at least 1H
fireproof and the partitions 2H Neutral gas fire
extinction System of the INNERGEN or ARGON type
EARTHING Earthing is greater than or equal to 5(OMEGA)
LIGHTING Neon lights with electronic ballasts
Lighting is 300 lux/m2
LIGHTNING PROTECTION Over voltage protection is installed
FIBRE ACCESS Fibres can reach the building through two distinct
ducts
2.2 AVAILABILITY OF CO-LOCATION SERVICES
The Grantor shall provide Co-location Services in the following POPs:
INITIAL NEEDS MAXIMUM
CITY OWNER (NB (NB ADDRESS
FOOTPRINT) FOOTPRINT)
AMSTERDAM 1 Casema 1 3 Xxxxxxxxxx 00, 0000 XX, Xxxxxxxxx
XXXXXXXX 1 Mobistar 1 1 00 xxx Xxxxxxxx Xxxxxxxxx, 0000 Xxxxxxxx
XXXXXXXX 2 Mobistar 1 1 00 xxxx xx Xxxxxxxxxx, 0000 Xxxxxxxx
19
FRANKFURT 2 TBD 2 3 TBD
HAMBOURG Mobilcom 0 2 Xxxxxxxxxxxxx 000, Xxxxxxx
XXXX 0 FT 1 1 Lyon Sevigne, 0 xxx Xxxxxx, XX 0000, 00000 Xxxx
XXXX 2 FT 1 1 Lyon Lacassagne, 000 xxxxxx Xxxxx Xxxxx, 00000 Xxxx
MADRID 1 Uni2 1 2 2 calle Xxxxxxx, 28045 Madrid
MADRID 2 ? 1 2 Understudy - To be determined
MARSEILLE 1 FT 1 2 Marseille Nedelec, 0 xxx Xxxxx Xxxxx, 00000 Xxxxxxxxx
MARSEILLE 2 FT 1 0 Xxxxxxxxx Xx Xxxxxxx, 00 xxx Xxxxx Xxxx, 00000 Xxxxxxxxx
MILAN 1 Wind 1 2 Xxxxx Xxxxxx, 00, Xxxxxx
XXXXX 0 Wind 1 2 Xxxxx Xxxxxx, 00, Xxxxx Xxx Xxxxxxxx
XXXXXXXXX Casema 1 2 Van Xxxxxxxxxxxxxxxx 0, 0000 XX Rotterdam
NICE 1 FT 1 1 48 rue Berlioz 06008 NICE
NICE 2 FT 1 1 Rue Barthelemy 06000 NICE
TOULOUSE 1 FT 1 1 0 xxx Xxxxxxxx XX 000, 00000 Xxxxxxxx Cedex 6
TOULOUSE 2 FT 1 1 00 xxx xx Xxxxxxxxx, 00000 Xxxxxxxx Cedex
ZURICH IXEurope 1 2 Xxxxxxxxxxx 000, XX-0000 Xxxxxx
2.3 FIRST LEVEL MAINTENANCE
First Level Maintenance shall be provided as further described below. First
Level Maintenance is strictly limited to telecommunications equipment (excluded
are servers, etc.)
First Level Maintenance is comprised of the following actions, including:
- Power on/off on the Equipment;
- Reboot of the Equipment;
- Maintenance action on Equipment's technical environment (power supply,
breakers, fans, etc.);
- Visual check of both front and rear panels of the Equipment;
- Removal of a card from a slot under Purchaser's remote technical support;
- Change of a card under Purchaser's remote technical support;
- Insertion of a new card in a fully equipped pre-cabled rack under Purchaser's
remote technical support;
- Replacement of damaged cabling or connection;
- Performance of a physical loopback on an interface under Purchaser's remote
technical support.
Purchaser must :
- provide a spare set for the relevant Equipment,
- give information indeed formation regarding its Equipment to
facilitate Grantor's intervention.
Twelve (12) interventions per each rolling six month period per Footprint are
included in the Co-location Services Price. Each intervention shall be of a
reasonable duration under the circumstances (4-5 hours). For any intervention in
excess of a reasonable duration, Grantor shall advise Purchaser that additional
charges may apply and Purchaser shall decide whether or not to continue the
intervention.
20
In the event that Purchaser requests additional hours, the following rates shall
apply:
- During business hours: 200 Euros/hour
- During non business hours: 300 Euros/hour
For any supplementary intervention (in addition to the 12 included in the
Collocation Services identified above), the following prices will be applied for
the first hour:
- During business hours: 500 Euros (including transfer)
- During non working hours: 750 Euros (including transfer)
2.4 INTERNAL CABLING TO CONNECT WITH A THIRD PARTY PROVIDER EXTERNALLY
For in-house cabling between Purchaser's Footprint and any other equipment on
the site for the purpose of connecting to a third part provider who shall
connect externally, the following prices for the cabling shall apply:
One (1) Fibre pair
- Non Recurrent Charge : 1000 Euros
One (1) copper pair
- Non Recurrent Charge : 400 Euros
-
ALL OTHER CABLING IS FREE OF CHARGE.
2.5 ADDITIONAL SERVICES
Any additional services required by the Purchaser, not covered in the
Co-location Services described herein, would be subject to a feasibility study
and additional costs.
2.6 SITE ACCESS ARRANGEMENT
This paragraph describes the procedure for accessing Grantor's sites where
Grantor provides Co-location Services for the Equipment (see list of POPs on the
previous page).
All communication regarding Co-location Services, between the Purchaser and the
Grantor's CSC (Customer Service Centre) shall be in English.
FOR PURCHASER'S STAFF:
ANY PLANNED WORK
-- The Purchaser will notify the Grantor's CSC of the commencement date for
the work four (4) calendar days prior to the visit. The notification shall
be made by phone or email, followed by a confirmation by fax within one (1)
day and shall include the identity of the Purchaser's representatives, the
sites concerned by the intervention, and the expected duration of the work.
A site request form will be provided by the Grantor to the Purchaser.
-- The Grantor's CSC shall acknowledge Purchaser's notification within one (1)
day of receipt. Grantor's CSC shall make the necessary arrangements for
ensuring access to Purchaser's representatives upon presentation of their
identity cards in all the sites where work might be done.
VISIT RELATED TO O&M
For any corrective intervention, the Purchaser shall contact by phone the
Grantor's CSC to obtain the access to the sites concerned. Immediate access to
the buildings concerned, which are manned 24 hours a day, can be gained by
following the procedure hereafter:
21
-- a list of Purchaser authorised maintenance people has been previously
delivered to the Grantor.
-- the authorised maintenance person must present an identity card or
passport.
The procedure is the same for manned and unmanned sites, all of which are all
accessible 24/7.
AGENTS OR SUBCONTRACTORS OF PURCHASER
Agents or subcontractors will be under the responsibility of the Purchaser and
generally will be accompanied and/or introduced by a representative(s) of
Purchaser for the first visit. Thereafter this personnel shall be considered as
Purchaser staff and the above procedure shall apply provided that the Purchaser
provides the required identification and notifications to the Grantor's CSC.
2.7 ESCALATION
An escalation procedure will be defined by the parties.
2.8 ACCESS: WAVELENGTH EXTENSION IN ILE DE FRANCE (FRANCE)
This section describes the access solution for the Ile de France whereby Grantor
shall provide access Wavelengths between Grantor's POPs and Purchaser's POPs.
Grantor shall deploy a DWDM ring in Ile de France DEDICATED to Purchaser for the
purpose of carrying the access Wavelengths between Grantor's POPs and
Purchaser's POPs ("Access Wavelengths").
Grantor shall provide Access Wavelengths in Europe between Grantor's POPs
(outside of Paris) and Purchaser's POPs located in the Paris area.
2.1 REPARTITION PER BAND FOR A 32 UNPROTECTED LAMBDA ENGINEERING
[GRAPHIC]
22
THE TABLE BELOW GIVES THE REPARTITION OF THE 32 UNPROTECTED WAVELENGTHS AND THE
ACTIVATION DATE (EITHER FOR THE INITIAL IMPLEMENTATION MENTIONED IN PARAGRAPH
PRODUCTION PROCESS FOR THE DWDM RING IN PARIS BELOW OR IN SUBSEQUENT
IMPLEMENTATIONS COINCIDING WITH THE ORDERING OF LONG DISTANCE WAVELENGTHS).
RING LAMBDA ORIGIN FTLD POP EQUANT POP ACTIVATION DATE
Central Ring 1 London STA Puteaux Initial implementation
Frankfurt PAST Puteaux Initial implementation
Central Ring 1 London STA Puteaux Initial implementation
Frankfurt PAST Puteaux Initial implementation
Xxxxxxx Xxxx 0 Xxxxxx XXX Xxxxxxx Subsequent implementation
Frankfurt PAST Neuilly Subsequent implementation
Xxxxxxx Xxxx 0 Xxxxxx XXX Xxxxxxx Subsequent implementation
Frankfurt PAST Neuilly Subsequent implementation
Italian Ring 1 Lyon PAST Neuilly Initial implementation
Milan MSO Puteaux Initial implementation
Italian Ring 2 Lyon PAST Neuilly Subsequent implementation
Milan MSO Neuilly Subsequent implementation
Italian Ring 3 Lyon PAST Puteaux Subsequent implementation
Milan MSO Puteaux Subsequent implementation
Italian Ring 4 Lyon PAST Neuilly Subsequent implementation
Milan MSO Neuilly Subsequent implementation
Spanish Ring 1 Marseille PAST Neuilly Initial implementation
Toulouse MSO Puteaux Initial implementation
Spanish Ring 2 Marseille PAST Neuilly Subsequent implementation
Toulouse MSO Neuilly Subsequent implementation
Spanish Ring 3 Marseille PAST Puteaux Subsequent implementation
Toulouse MSO Puteaux Subsequent implementation
Spanish Ring 4 Marseille PAST Neuilly Subsequent implementation
Toulouse MSO Neuilly Subsequent implementation
Swiss Ring 1 Zurich PAST Neuilly Initial implementation
Geneva MSO Puteaux Initial implementation
Swiss Ring 2 Zurich PAST Neuilly Subsequent implementation
Geneva MSO Neuilly Subsequent implementation
Swiss Ring 3 Zurich PAST Puteaux Subsequent implementation
Geneva MSO Puteaux Subsequent implementation
Swiss Ring 4 Zurich PAST Neuilly Subsequent implementation
Geneva MSO Neuilly Subsequent implementation
The solution used to carry the Wavelengths between Grantor's POP and the
Purchaser's PoPs consists in building a DWDM ring. Grantor proposes an ((
unprotected )) engineering.
Grantor shall be responsible for the Access Wavelengths which arrive at St Amand
and Monstouris and Pastourelle.
2.2 TECHNICAL FEATURES
-- WDM ring enables to carry 32 protected (lambda) (or 64 unprotected
(lambda))
23
-- Band : 4(LAMBDA)
-- 200 GHz spacing : DENSE WDM
-- Channel Protection : 1 + 1 (switching less than 50ms)
-- Required alimentation : 2 different & independent sources
-- Nortel equipment manager linked to the NOC via IP network.
-- OPTera Metro uses 3R regeneration (Repeat, Reshape and Retime) at all data
rates.
-- Each band (= 4(lambda)) is considered as a logical sub-ring
-- All the used bands in a ring are not systematically present on each site.
1.2.1 OPTICAL BUDGET NOTION
-- a present band on a site is systematically regenerated
-- an absent band on a site is called a (pass through) one
- it is not regenerated
- its optical budget enables this band to reach the next
destination site.
-- when the band number becomes considerable, optical amplifiers might
be used.
2.3 PRODUCTION PROCESS FOR THE ACCESS WAVELENGTH IN PARIS
-- A Program Manager will be designated in both Grantor and purchaser
teams.
-- Site survey will be organised as soon as possible to identify
actions for both parties.
-- The initial implementation delay is 3,5 months, because it is
necessary to take into account the following main tasks:
- replace all the old connectors on the route by SC/APC
equal to or greater than 1 month
- to make PMD's measures to characterise the route equal
to or greater than 0,5 month
- Installation and starting Nortel equal to or greater
than 2 months
-- To add Wavelengths:
- if there are Footprint available: 15 working days
- otherwise: between 6 and 8 weeks (procedure of
insertion, planning of scheduled works, etc.)
-- The engineering design will be compliant to add Wavelengths for a
maximum of 32 Wavelengths (protected or not).
2.4 NOC ORGANIZATION
-- The NOC Montsouris (based in Paris) is in charge of supervising and
operating the DWDM ring in Paris.
-- NOC Montsouris will be in contact with the Blagnac NOC which
supervises the Capacity.
-- Purchaser will dispose of a single point of contact through the CSPI
who deals directly with these 2 NOCs.
24
SCHEDULE 4
ADDRESSES OF THE POPS
Below is the list of the POPs between which the Capacity is provided
CITY ADDRESS
Amsterdam 1 Xxxxxxxxxx 00, 0000 XX, Xxxxxxxxx
Xxxxxxxxx 2 Xxxxxxxxxx 00, 0000 Xxxxxxx-XXXX
Xxxxxxxxx 000-000 xxxxx xx xx Xxxx Xxxxxx, 00000 Barcelona
Berlin Xxxxxxxxxxxxx 00-00, Xxxxxx
Xxxxxxxx 0 00 xxx Xxxxxxxx Xxxxxxxxx, 0000 Xxxxxxxx
Xxxxxxxx 2 000 xxx xx Xxxxxxxxxxxxxx, Xxxxxxxx 0000
Dusseldorf Xxxxxxxxxxx Xxx 00, 00000 Xxxxxxxxxx
Xxxxxxxxx 1 Xxxxxxxxxxxxx 00, 00000 Xxxxxxxxx/Xxxx
XXXXXXXXX 0 TO BE DETERMINED (1)
Geneve 1 50 Avenue de Praille, 1227 Carouge
Geneve 2 00 xxx xxx xxx Xxxxxx, 0000 Xxxxxxx
Xxxxxxxx 1 Xxxxxxxxxxxxx 000, Xxxxxxx
Hambourg 2 Xxxxxxxxxxxxx 000, Xxxxxxx
Hannover Xxxxxxxxxxxxxxxxxxxxx 000, 00000 Xxxxxxxx
London 0 Xxxxxxxxx xxxxxx, X000XX Xxxxxx
Xxxxxx 2 0 Xxxxxxxxx Xxxxxxx Xxx Xxxxxx Xxxxxx, X000XX London
Lyon 1 Lyon Sevigner, 0 xxx Xxxxxx, XX 0000, 00000 Xxxx Cedex 00
Xxxx 0 Xxxx Xxxxxxxxxx, 000 xxxxxx Xxxxx Xxxxx, 00000 Xxxx cedex 03
Madrid1 2 calle Menecez, 28045 Madrid
Madrid2 00 xxxxx Xxxxxx Xxxxxxxxx, 00000 Xxxxxx (2)
Marseille 1 Marseille Nedelec, 0 xxx Xxxxx Xxxxx, 00000 Xxxxxxxxx cedex 03
Xxxxxxxxx 0 Xxxxxxxxx Xx Xxxxxxx, 00 rue Xxxxx Xxxx, 13003 Marseille
Milan 1 Xxxxx Xxxxxx, 00, Xxxxxx
Xxxxx 0 Xxxxx Xxxxxx, 00, Xxxxx Xxx Xxxxxxxx
Xxxxxx Hansastrasse 15-17, Munchen
Nuremberg Xxxxxxxxxxxxxxxxxxxx 00
Xxxxx 0 00, xxx xxx Xxxxxxxx, 00000 Xxxxx
Xxxxx 2 EQUANT - 000 XXXXXX XXXXXXX XX XXXXXX - 00000
NEUILLY SUR SEINE
Paris 3 00 XXX XXXX XXXXXXXX - 00000 XXXXX LA DEFENSE 00 XXXXX
Xxxxxxxxx Van Xxxxxxxxxxxxxxxx 0, 0000 XX Rotterdam
Nice 1 48 Rue Berlioz, 06008 Nice
Nice 0 Xxx Xxxxxxxxxx - 00000 Xxxx
Stuttgart Xxxxxxxxxxxxxxxxxx 00, 00000 Xxxxxxxxx
Xxxxxxxx 1 9 rue Camichel BP 852 310315 Toulouse Cedex 6
Toulouse 2 00 xxx xx xxxxxxxxx 00000 Xxxxxxxx Cedex
Zurich 0 Xxxxxxxxxxx, XX-0000, Xxxxxxx
Xxxxxx 2 Xxxxxxxxx. 00, XX-0000 Xxxxxxx
Where Grantor has two POPs in a given city, and Purchaser is taking at least two
Wavelengths, Grantor shall be entitled to terminate the Wavelengths at separate
POPs to ensure diversity. Where Purchaser purchases only one Wavelength
initially, Grantor shall connect such Wavelength to both POPs until the RFS Date
for the second Wavelength.
25
(1) These POPs are still being deployed. Grantor shall provide Purchaser with
these second POPs within 9 months of the Signature Date.
(2) Grantor shall extend the Wavelength from the Madrid 1 to Madrid 2 within 4
months of the Date of Signature of this Agreement. Initially, Grantor
shall provide a fibre solution to extend the Wavelengths from Madrid 1 to
Madrid 2. Such fibre solution shall be included in the Purchase Price.
Given that the fibre solution does not meet Purchaser's resiliency
requirements, Purchaser shall be entitled to procure diverse capacity from
a third party supplier. In parallel, the Parties shall complete a joint
study of a Lambda solution which would involve the use of a DWDM layer on
the domestic network of Uni2 and would create a fully diverse route from
Barcelona to Madrid 2.The findings of the joint study shall written up in
a report to be completed within one month of the Date of Signature.
Following the report, the Purchaser shall decide whether or not to order
the Lambda solution taking into consideration any additional costs,
ability to deliver, etc. Purchaser shall always have the option to use
only one POP on the Network and improve the resiliency by adding third
party capacity.
26
SCHEDULE 5
27
SCHEDULE 6
SERVICES LEVEL AGREEMENT
Grantor commits to provide services based on leading standard level of quality
of service. Therefore, redress applies in the event that quality parameters are
not met.
1. SERVICE DELIVERY AND ACCEPTANCE PROCEDURE
Service Delivery is defined as the period between the Service Order Form
Acceptance Date, as defined below, and the RFS Date for such Wavelength. A
Service Order Form is required for each requested Wavelength and Wavelength
Ring.
Purchaser shall work with Grantor for 5 Working Days to develop the information
to be included in the Service Order Form for the Wavelengths and the Co-location
Services and to co-ordinate the Requested Delivery Date for both.
The Co-location sites shall be made available one week before the delivery of
the Wavelength's to allow for the installation of Purchaser's telecommunications
equipment prior to delivery of the Wavelengths.
Requests for Service are initiated by Purchaser sending to Grantor's Account
Manager, via fax, post-mail or e-mail the completed Service Order Form given in
Schedule 8.
Grantor's Account Manager will acknowledge within two (2) Working Day of receipt
of the Service Order Form, via fax or e-mail, that a Service Order Form has been
received. If key information is missing on the Service Order Form, Purchaser
will be asked to provide it. Once such information is provided, the Service
Order Form is complete and such date constitutes the Service Order Form
Acceptance Date ("SOF Acceptance Date").
1.1 DELIVERY OF CAPACITY
The Service Order Form shall include the Requested Delivery Date. The Requested
Delivery Date of a Wavelength and the Corresponding Wavelength Ring shall not be
situated prior to the Initial RFS Date for such Wavelength and Wavelength Ring.
The Committed Delivery Date shall be confirmed by Grantor and means the date on
which the Wavelength or Wavelength Ring has successfully met the RFS Standard
pursuant to Grantor's testing, and Grantor puts the Capacity at Purchaser's
disposition to complete Purchaser's acceptance testing. Grantor shall notify
Purchaser that the Wavelength or Wavelength Ring is at Purchaser's disposition
for testing in accordance with the procedure set forth in Schedule 7, Clause
2.0. The Committed Delivery Date that Grantor confirms shall be:
(i) Twenty (20) Working Days from the Service Order Form Acceptance Date for
the Service Order Form requesting the activation of such Wavelength and
Co-location Services; or
(ii) for the last Wavelength to complete a Corresponding Wavelength Ring, an
additional ten (10) Working Days from the Committed Delivery Date for the
last Wavelength and Co-location Services on such Corresponding Wavelength
Ring.
Where a Wavelength Ring has been activated, Grantor shall not be obliged to
deliver another Wavelength on the same Wavelength Ring prior to ninety (90) days
from the RFS Date of the
28
previous Wavelength on such Wavelength Ring, except where grantor has agreed
otherwise in writing.
1.2. ACCEPTANCE TESTING PROCEDURE
1.2.1 (a) Grantor shall make each Wavelength available to Purchaser
for five (5) Working Days from the Committed Delivery Date or
the date set forth in section 1.2.3 below for Purchaser to
perform its acceptance testing to ensure that the Wavelength
meets the RFS Standard.
(b) Grantor shall make each Wavelength Ring available to Purchaser
for ten (10) Working Days from the Committed Delivery Date of
the last Wavelength in such Wavelength Ring or the date set
forth in section 1.2.3 below for Purchaser to perform its
acceptance testing to ensure that the Wavelength Ring meets
the RFS Standard.
1.2.2 The acceptance testing will be performed in a two-step procedure:
(i) Acceptance testing POP to POP: each Wavelength Ring will be
tested according to RFS Standard between Grantor's Sites, with
the exception of the Wavelengths terminating in Paris, where,
when provided by Grantor, the Paris access will be included in
the testing.
(ii) Continuity testing: Grantor shall co-operate with Purchaser
to End to End testing between Purchaser's customers' sites.
1.2.3 When Purchaser successfully completes its acceptance testing POP to POP
and the Wavelengths and Wavelength Ring meet the RFS Standard, it shall
notify Grantor and this shall constitute the RFS Date. The Purchase
Price for each Wavelength Ring shall be paid on the RFS Date of such
Wavelength Ring. Billing of OA&M Charges shall start from the RFS Date.
1.2.4 If Purchaser notifies Grantor that the Wavelengths or Wavelength Ring
do not meet the RFS Standard, Grantor shall be given ten (10) Working
Days to correct the defect. On the expiry of the ten (10) Working Days
period Purchaser shall be given ten (10) Working Days to perform its
acceptance tests and the procedure set forth in this section 1.2 shall
continue to apply until the Wavelengths and Wavelength Ring meet the
RFS Standard.
1.2.5 If Purchaser has not communicated either a positive or negative
response to Grantor within ten (10) Working Days of the Committed
Delivery Date of the relevant Wavelength or Wavelength Ring, Grantor
shall give Notice to Purchaser that the acceptance testing period has
expired without communication from Purchaser. If an additional ten (10)
Working Days pass without communication from Purchaser, Grantor shall
be entitled to invoice Purchaser for such Wavelength or Wavelength Ring
(including OA&M fees). Any outage or defect on the Capacity shall be
handled through the Customer Support Center process set forth in Clause
8.
1.3 LEAD TIME TO CONNECT GUARANTEE
THE COMMITTED DELIVERY DATE is the date corresponding to:
29
If the Committed Delivery Date is not met, the following penalties will be paid
by Grantor to Purchaser:
Penalties will apply both on individual Wavelength and individual Wavelength
Ring.
2. QS COMMITMENTS FOR WAVELENGTHS
2.1 COMMITTED MONTHLY AVAILABILITY
(a) Committed Monthly Availability Ratio per Wavelength
Between Grantor POPs:
Between Grantor POP and Purchaser POP in Paris:
Between Grantor POP and POP where Purchaser co-locates with Grantor
(between Grantor ODF and Purchaser Footprint):
Termination in Paris
--------------------
Wavelengths terminating in a Grantor's POP in Paris will be extended to
Purchaser's premises through a Wavelength access as more fully
described in Schedule 3. The SLA commitments above apply to
Wavelengths including the Wavelength extensions in Paris
described in Schedule 3.
(b) Penalties
If the Committed Monthly Availability Ratio per Wavelength set out in
(a) above is not met, the following penalties shall be paid by Grantor
to Purchaser.
Measured monthly availability PER WAVELENGTH Penalties
* Wavelength Monthly OA&M = Yearly Wavelength Ring OA&M/12/number of
Wavelength in the Corresponding Wavelength Ring (see table below).
THE CAPACITY # Wavelength per
Wavelength Ring
CENTRAL RING -- 6
GERMAN RING1 -- 6
GERMAN RING2 -- 4
SPANISH RING -- 5
SWISS RING -- 3
30
ITALIAN RING 4
(c) Committed Monthly Availability for Wavelength Rings
Penalties will be paid in case of POP isolation.
There is a POP isolation when Purchaser encounters a complete loss of service
for at least one POP of the Wavelength Ring, i.e. when two point to point
Wavelengths belonging to the same Wavelength Ring are unavailable.
The POP Committed Monthly Availability rate (i.e. time while there is no POP
isolation) is.
(d) If the POP Committed Monthly Availability rate set out above is not met, the
following penalties shall be paid by Grantor to Purchaser.
Measured monthly availability PER POP Penalties
ISOLATION
* Monthly OA&M = Yearly Wavelength Ring OA&M/12
These penalties are not to be added to point to point Wavelength penalities.
- should two or more Wavelengths belonging to the same Wavelength Ring
be unavailable without encountering a POP isolation, penalties
should be paid as described in 2.1(b).above;
- should two or more Wavelengths belonging to the same Wavelength Ring
be unavailable, resulting in one or more POP isolation, penalties
will be paid as described in paragraph 2.1 (d).
2.2 MEAN TIME TO RESTORE
Mean Time to Restore Commitment
Between Grantor POPs:
Between Grantor POP to Purchaser POP in Paris:
3. QS COMMITMENTS FOR INTERIM CAPACITY SDH OFFER
3.1 COMMITTED MONTHLY AVAILABILITY ON POP TO POP OFFER
(a) Committed Monthly Availability Ratio per circuit
The committed Monthly availability is.
(b) Penalties
If the monthly availability of the Interim Capacity is not met, the
following penalties per circuit will be paid by Grantor to Purchaser.
31
Measured monthly availability per circuit Penalties
From (Included) To (Excluded)
3.2 COMMITTED MONTHLY AVAILABILITY ON END TO END / END TO POP OFFER:
(a) Committed Monthly Availability Ratio per circuit, between Site A and
Site B The committed Monthly availability is 99,85%.
(b) Penalties
If the committed availability rate is not met, the following penalties
will be paid by Grantor to Purchaser:
Measured monthly availability per circuit Penalties
From (Included) To (Excluded)
4. DIVERSITY BETWEEN THE UK AND CONTINENTAL EUROPE
5. PLANNED WORKS
Planned works are excluded in the Committed Monthly Availability Ration within
the following criteria:
32
6. ESCALATION PROCEDURE
When target quality parameters are not met, or when a customer is dissatisfied,
Grantor Management can be contacted. An escalation process via the Account
Manager is offered as well as an escalation process directly to responsible
staff.
Table: Contacts Provisioning (for escalation only)
Contact Level Contact function Name Tel number Fax number E-mail
Any above contact may be changed any time in writing (by personal delivery,
first class mail, overnight courrier or facsimile) with two (2) Working Days
prior notice to the other Party. Notice shall be deemed given on the day of
mailing, personal delivery, sending by mail or facsimile thereof.
7. NETWORK MANAGEMENT
8. THE CUSTOMER SUPPORT CENTER
33
CSC - CONTACT LIST
24 Hours Grantor's Service Center :
Phone : x00 0 00 00 00 00
Fax : x00 0 00 00 00 00
CSC Emergency Extension: + 33 1 42 96 18 15
Toll Free number France : 0800 05 47 51
Toll Free number Germany : 0 800 181 3952
Toll Free number Netherlands : 0800 022 6323
Toll Free number Switzerland : 0800 55 6341
Toll Free number Spain : 900 983 315
Toll Free number Belgium : 0800 1 1174
Toll Free number Italy : 0800 8 744 93
Toll Free number United Kingdom : 0800 96 2762
Toll Free number France : 0800 05 47 51
ESCALATION PROCEDURE FOR SERVICE
In case of major outage, the Grantor CSC will open a conference call to permit
Purchaser's NMC to have a direct access to Purchaser's NMC who will be in charge
of the outage.
If the problem is not being addressed in a satisfactory manner or if it needs
higher management attention to be solved, the following escalation sequence is
available for Purchaser.
34
Contact Level Contact function Name Tel number Fax number E-mail
US&M = Unit Supervision & Maintenance
35
SCHEDULE 7
READY FOR SERVICE STANDARD
WAVE DIVISION MULTIPLEXING (WDM) SERVICES TESTING AND ACCEPTANCE PROTOCOL
The testing and reporting activities that shall be performed are:
-- Optical interface BIS tests
-- End-to-end BIS tests of optical channel trail
Acceptance testing shall include the local loop to ensure interoperability of
the Capacity with the local loop.
1. BRINGING INTO SERVICE (BIS) TESTS
The Capacity service provided by Grantor in the form of Wave Division
Multiplexing ("WDM") services consists of a number of optical channel trails.
Each optical channel trail is set up through the Supplier Optical Transport
Network (OTN) across one or more concatenated point-to-point WDM links. The
wavelength service is terminated in the demarcation Optical Distribution Frames
(ODF) between Grantor and Purchaser. Figure1 illustrates the concept of a
point-to-point WDM link and figure 2 illustrates the concept of an optical
channel trail.
[GRAPHIC]
FIGURE 1: OPEN POINT-TO-POINT WDM LINK. EQUIPMENT USING G.957 INTERFACES CAN BE
INTERCONNECTED TO THE WDM TERMINAL MULTIPLEXERS VIA TRANSPONDERS.
[GRAPHIC]
FIGURE 2: OPTICAL CHANNEL TRAIL CROSSING TWO POINT-TO-POINT WDM LINKS USING A
BACK-TO-BACK CONFIGURATION. THE OPTICAL CHANNEL TRAIL CONSUMES ONE WAVELENGTH
CHANNEL ON EACH OF THE TWO LINKS. IN-LINE AMPLIFIERS ARE NOT REPRESENTED.
1.1 OPTICAL INTERFACE BIS TESTS
The goal of this test is to verify the optical interfaces of the optical channel
trail at its two termination transponders. The tests will be performed at the
demarcation point of the optical channel trail, which will be the Purchaser's
ODF. These test results will be reported to Purchaser, however the optical
interface tests of possible intermediate transponders will not be reported to
him.
1.1.1 WDM channel output (Rx board) power measurement:
Connect Power Meter at Supplier ODF to WDM Rx board of the
appropriate channel
1.1.2 WDM channel input (Tx board) power range measurement:
During this test, the output power of the test set will be
set so as to verify that the test is passed pursuant to the
specifications, measured at the Supplier ODF.
36
1.2 End-to-end BIS tests of optical channel trail.
1.2.1 Test objectives
As a consequence of the recommendation status, two types of BIS tests
will be performed:
- End-to-end BIS test at STM-16 Multiplex Section level.
- End-to-end BIS test at VC-4 path level.
Only test equipment will be used to perform the BIS test. There will be no SDH
equipment (e.g. ADM, DXC) involved in the test configuration. The BIS test will
be performed for each of the wavelengths individually, possibly concurrently for
a 24-hour period. If the objectives set forth herein have not been met at this
point, after localization of the fault the BIS test shall be repeated
concurrently for another 24-hour period.
1.2.1.1 End-to-end BIS test at STM-16 Multiplex Section level.
The error performance limits for the end-to-end BIS test at the STM-16 Multiplex
Section level for a 24-hour period are:
- ES objectives are not applicable
- SES objective is = 0
1.2.1.2 End-to-end BIS test at VC4 path level.
The end-to-end BIS test for the VC4 path level will be performed for one VC4
path only. The error performance definitions and error performance parameters
and limits for the end-to-end BIS of the VC4 path are respectively fully
specified in XXX X.000, X.000, X.0000 and M.2101. For each of these tests, the
following VC4 Path Objectives for ES and SES thresholds will be used.
VC-4 LINK
24-hour test
Allocation ES SES
S1 S2 S1 S2
----- ------ ----- -----
1,5% 6 20 0 2
3% 16 36 0 4
5% 30 56 0 5
The allocation is based on path length (d):
d Less than or = 1000km path allocation = 1.5%
1000 less than d less than or equal 2500km path allocation = 3%
d greater than 2500km path allocation = 5%
VC4-4C AND VC4-16C LINK
24-hour test
Allocation ES SES
S1 S2 S1 S2
----- ------ ----- -----
1,5% Not Not 0 2
applicable applicable
3% Not Not 0 4
applicable applicable
5% NA NA 0 5
1.3 JITTER MEASUREMENT
A jitter measurement will not be systematically performed. However, jitter on a
WDM service shall always be within the "Network Limits for jitter" defined in
the ITU standard ITU-T G 825. If during
37
the acceptance period or the operation of the service, Purchaser notices a
jitter out of the ITU standard ITU-T G 825, WDM service may be returned to
Grantor for correction.
TEST CONFIGURATION
A per direction test configuration will be used.
[GRAPHIC]
Upon Grantor's request and mutual agreement of the Parties, one of the two
testers may be replaced by a hard-xxxx loop for the end-to-end BIS tests of
optical channel trail and for the jitter measurement.
1.3 Round Trip Delay (RTD) Measurement
A loop configuration is used to perform this measurement (a
tester at one extremity of the optical channel, a hardware
loop at the other extremity).
Grantor will provide Purchaser with the measured RTD of the
optical channel.
It can be measured from either side of the channel.
It corresponds to 2 times the propagation delay in the
channel (time for a signal to be transmitted from the Tester
to the hardware loop and return).
THERE IS NO OBJECTIVE VALUE FOR THIS MEASUREMENT, WHICH IS PROVIDED FOR
INFORMATION.
2.0 TEST PROCEDURE
The test procedure consists of performance of the following steps:
1. Committing to BIS
2. Tester set-up
3. Performing BIS end-to-end test between POPs
- Circuit check
- Perform round-trip delay measurement at VC4 level
- Perform 15 minutes performance test
- Perform 24 hours performance test (concurrent measurement of STM-16
multiplex section and one VC4 path)
- - If either the end-to-end BIS at STM-16 multiplex section level or
the end-to-end BIS test at VC4 path level does not meet the objectives
set forth above then the fault is localized and the previous step
(i.e. 24 hours performance test) is repeated
- Writing down the BIS report
When all tests are successful, Grantor shall provide Purchaser
with a report which details the results of the tests described
in ss. 1:
- Output power, extremity A
- Input range, extremity A,
38
- Output power, extremity B,
- Input range, extremity B,
- 24 hours BIS test at STM-16 MS level,
- 24 hours BIS test at VC4 path level,
- Jitter measurement
- RTD measurement
The report shall be sent by Fax and e-mail to the Project Managers identified on
the SOF
39
SCHEDULE 8
THIS SCHEDULE CONTAINS THE SERVICE ORDER FORMS FOR CAPACITY AND FOR C-LOCATION
SERVICES. BOTH FORMS ARE WORKING DOCUMENTS WHICH MAY BE UPDATED BY THE PARTIES
FROM TIME TO TIME.
CAPACITY SERVICE ORDER FORM
N(DEGREE) : FTLD/M&S/01/051-
1. CUSTOMER DETAILS
CUSTOMER NAME: EQUANT NETWORK SYSTEMS LTD.
BILLING ADDRESS: XXXXXXXX XXXXX, 00-00 XXXXXXXXX XX.,
XXXXXX 0, XXXXXXX
INVOICE TO BE SENT @: 00 XXX XXXX XXXXXXXX, 00000 XXXXX LA XXXXXXX 00 XXXXX, XXXXXX
BILLING CONTACT : Name:
Telephone:
Fax:
e-mail:
PROJECT MANANGER Name:
Telephone:
Fax:
e-mail:
COMMERIAL CONTACT : Name:
Telephone:
Fax:
e-mail:
2. ORDER DETAILS
ORDER TYPE : COMMENTS (IF ANY)
----------------------------------------------------------------
DESCRIPTION
----------------------------------------------------------------
40
GNE PLAN NUMBER REQUEST DATE
PHYSICAL INTERFACE SC/APC
ITU IDENTIFIER G.957 S-16.1 ACCEPTANCE DATE
LINE SPEED 2.5 Gbps NAME OF EQUANT REQUESTOR
TERMINATION DETAILS :
LOCATION A LOCATION B EQUANT CCT # FTLD CCT # REQUESTED RFS DATE COMMITTED FTLD RFS
DATE
Address
Floor / Room / Suite
Extended Demark Required
Who provides extension
Collocation required
Xxxx
Xxxxxxx
Xxxxx / Xxxx / Xxxxx
Xxxxxxxx Demark Required
Who provides extension
Collocation required
Xxxx
Xxxxxxx
Xxxxx / Xxxx / Xxxxx
Xxxxxxxx Demark Required
Who provides extension
Collocation required
Note
41
Address
Floor / Room / Suite
Extended Demark Required
Who provides extension
Collocation required
Note
3. FINANCIAL DETAILS 4. SPECIAL CONDITIONS (IF ANY)
IRU 10 YEARS
UPFRONT PAYMENT
O&M PER YEAR
5. AGREEMENT
The present service order form is governed expressly by the terms and conditions
set out in the Agreement N(degree) FTLD/M&S/01/051 signed between Purchaser and
Grantor and is valid until (DD-MM-YYYY).
BETWEEN:
PURCHASER
Represented by:
------------------------
Position:
------------------------
Signature:
------------------------
Date:
------------------------
GRANTOR
Represented by:
------------------------
Position:
------------------------
Signature:
------------------------
42
Date:
------------------------
------------------------
43
CO-LOCATION SERVICES ORDER FORM
[FRANCE TELECOM LOGO]
Sales representative FT : 27.1.1 Order Form - Exhibit 2
----------------------
CO-LOCATION SERVICES
OPEN TRANSIT(R) HOUSING
FT Department :
FTLD |_| DIVOP |_| Other
44
[FRANCE TELECOM LOGO]
Sales representative FT :
FT Department :
FTLD |_| DIVOP |_| Other
27.1.2 Order Form - Exhibit 2
HOUSING SERVICES
OPEN TRANSIT(R) HOUSING
Housing contract number (*) :
Order number (*):
(a)
(b) Services
Ordered :
|_| Housing (A)
|_| Cabling: LET (B)
|_| Cable penetration in a building (C)
|_| Cable extension in a building (C)
|_| Other services (D)
CUSTOMER INFORMATION
Company name :
Represented by (name, position)
Address
ZIP Code City
Phone
number
Fax
N(degree)
SIRET
Code NAF
Billing account (if it is the case)
(a)
(b) Services Ordered:
|_| Housing (A)
|_| Cabling: LET (B)
|_| Cable penetration in a building (C)
|_| Cable extension in a building (C)
|_| Other services (D)
45
Customer information
-----------------------------------------------------------
Company name :
-----------------------------------------------------------------
Represented by (name, position)
------------------------------------------------
Address
-----------------------------------------------------------------------
ZIP Code City
--------------------- -----------------------------------------
Phone number Fax
----------------------------------- --------------------
N(DEGREE) SIRET Code NAF
--------------------------------- ----------------------
Billing account (if it is the case)
--------------------------------------------
PAYMENT
Means : |_| Automatic transfer |_| Check |_| Direct debit
Currency
Payment conditions |_| 30 days Other (specify)
BILLING ADDRESS (IF DIFFERENT FROM THE ABOVE)
--------------------
Company name:
------------------------------------------------------------------
Represented by (name, position)
------------------------------------------------
Address
------------------------------------------------------------------------
ZIP Code City
---------------------------------- --------------------------------
Phone number Fax
----------------------------------- ----------------------------
N(degree) SIRET Code NAF
------------------------------ ------------------------
Billing account (if it is the case)
--------------------------------------------
(*) TO BE COMPLETED BY FRANCE TELECOM
46
(i) A-Co-location
A 1- CO-LOCATION SITE
Site name:
---------------------------------------------------------------------
Address
---------------------------------------------------------------------
ZIP Code City
----------------------------- ------------------------------------
A 1.1- SHARED SPACE: FOOTPRINT(S)
Number of Footprints
Location : Room Row Cabinet
-------------- --------
Footprint supplied : |_| Yes |_| No
If yes, type of Footprint to be supplied:
600*600 |_| 600*800 |_| 600*900 |_| other
-------
A 1.2- SHARED SPACE : CAGE(S)
Number of cages Total space in m(2)
--------------------
Location : Room Cage number
------------------------ ---------------
Comments :
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
A 1.3- PRIVATE SPACE : SUITE(S)
Number of Suites Total space in m(2)
-------------------- ----------------------
Location : Room
--------------------
Comments :
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
A 2- INSTALLATION FEE, AND OTHER CHARGES (*)
Date of installation: Minimum period (years):
-------------------- ------------
Installation charge: Monthly recurring fee:
-------------------- ------------
Monthly additionnal energy fee:
47
Comments :
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(*) TO BE COMPLETED BY FRANCE TELECOM
48
(ii) B- Cabling: LET
B 1- CO-LOCATION SITE
Site name :
--------------------------------------------------------------------
Address
--------------------------------------------------------------------
ZIP Code City
----------------------------------- ---------------------------
B 2- END A (CUSTOMER)
Floor : Room : Row : Rack & ODF port position
--------------- --------- ------- -------------------
Customer Technical point of contact Phone number
----------------- ---------------
B 3- END B
Floor : Room : Row : Rack & ODF port position
------------- ----------- --------- -------------
Customer Technical point of contact Phone number
------------------ -------------
B 4- TYPE OF CABLING
Type of cabling :
Optical fiber |_| Coaxial copper |_| Copper |_|
Ethernet |_| Yes |_| No
Number of LETS:
-----------------------------
B 5- INSTALLATION FEE, AND OTHER CHARGES (*)
Date of installation:
--------------------
Installation fee : Monthly recurring fee :
-------------------- --------------
32.1.1.1.1. Minimum period : 1 year
Comments :
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(*) TO BE COMPLETED BY FRANCE TELECOM
49
(iii) C-Cable penetration and extension in a building
C 1- CABLE PENETRATION IN A BUILDING
33. CO-LOCATION SITE
Site name :
---------------------------------------------------------------------
Address
---------------------------------------------------------------------
ZIP Code City
----------------------------- --------------------------------
34. ADDUCTIONS
Simple access |_| Dual access |_|
35.
Entry point(s) in the building :
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Customer cable(s) location in the building :
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
-------------- ---------------
Customer Technical point of contact Phone number:
Date of installation:(*)
----------------------------------
Installation fee:(*)
--------------------------------------
(*) TO BE COMPLETED BY FRANCE TELECOM
C 2- CABLE EXTENSION IN A BUILDING
36. CO-LOCATION SITE
Site name :
---------------------------------------------------------------------
Address
---------------------------------------------------------------------
ZIP Code City
-------------------------------------------- ------------------
37. END A
------------- ----------- -------------- --------------
Floor: Room: Row: Rack:
Customer Technical point of contact Phone number:
------------------- ----------
END B (IN THE HOUSING ROOM)
------------- ----------- -------------- --------------
Floor : Room : Row : Rack :
Customer Technical point of contact Phone number:
------------------ ------------
50
Date of installation:(*)
-------------------------------------------------------
Installation fee:(*)
-----------------------------------------------------------
Monthly recurring charge:(*)
(*) TO BE COMPLETED FRANCE TELECOM
D-OTHER SERVICES
D 1 - CO-LOCATION SITE
Site name :
---------------------------------------------------------------------
Address
---------------------------------------------------------------------
ZIP Code City
------------------------------------ --------------------------------
Installation description/Comments :
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
51
D 2- INSTALLATION FEE, AND OTHER CHARGES(*)
Date of installation:
----------------------
Installation fee:
--------------------------
Monthly recurring charge:
(*) TO BE COMPLETED BY FRANCE TELECOM
52
CUSTOMER SIGNATURE
Drawn up and signed in two original copies at......................... the ....
........................................................
|_| I hereby agree with the above order
Representing the company and entitled to place an order:
Name (in capital letters) : Signature :
Position :
FRANCE TELECOM'S REPRESENTATIVE SIGNATURE: (*)
Drawn up and signed in two original copies
at........................................................
the ...........................................................
Name (in capital letters) : Signature :
Position :
FEASIBILITY IN THE FOLLOWING CONDITIONS (OPTIONAL):(*)
(*) TO BE COMPLETED BY FRANCE TELECOM
53
