1
EXHIBIT 10.20
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
COVER AGREEMENT ORIGINAL
FOR
SPRINT DATA COMMUNICATIONS PRODUCTS AND SERVICES
This Cover Agreement ("Agreement") is entered into by and between SPRINT
COMMUNICATIONS COMPANY L.P. ("Sprint") with offices at 00000 Xxxxxxxx Xxxx Xx.
Xxxxxxx, XX 00000, and WORLDNET, INC. ("Customer") with offices at 0000 X.
Xxxxxxxx. Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 on the date signed by both
parties below.
WHEREAS, Sprint possesses proprietary skill, knowledge and experience
concerning the design, installation, operation and maintenance of certain
telecommunications systems, specifically Sprint's Domestic Asynchronous Transfer
Mode (ATM) and Clearline products and services (hereinafter the "Products and
Services"); and
WHEREAS, Customer wishes to order the Products and Services via
Sprint's Order for Data Communication Services form or other Sprint order form;
and
WHEREAS, the parties hereto desire to enter into an agreement which
addresses the prices and certain corresponding terms which shall apply to such
Products and Services ordered by Customer.
NOW THEREFORE, the parties hereby agree to the following:
1. PURPOSE AND INTENT
The purpose of this Agreement is to establish special prices, minimum
purchase commitments and other special terms relative to the Products and
Services ordered by Customer. Customer shall order the Products and
Services by executing Sprint's standard Order for Data Communication
Services form or other Sprint order form ("Orders"). The parties agree that
all Orders placed for Products and Services shall be eligible to receive
the special prices and shall be subject to the special terms set forth
herein. It is understood and agreed that this Agreement shall not supersede
the terms and conditions of each Order, but rather shall supplement such
Orders to the extent set forth in this Agreement. Except as specified
herein, all of Sprint's standard terms and conditions or Sprint's Tariff
where applicable shall apply to the Products and Services provided by
Sprint pursuant to Orders.
2. TERM
The Term of this Agreement shall begin on the first day of the calendar
month following the date this Agreement is signed by both parties below
("Effective Date"), and shall end fifty-four (54) months thereafter
(including an initial "Ramp-Up Period" of six (6) months), unless extended
by mutual written agreement of the parties.
3. ATM PRODUCTS AND SERVICES
Asynchronous Transfer Modem (ATM) is a high-speed, connection oriented
switching and multiplexing technology which transmits communications
traffic in streams which can be sent independently without a common clock.
The ATM Products and Services ordered by Customer are offered on a limited
basis and are currently not accessible throughout the
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SPRINT PROPRIETARY INFORMATION
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Cover Agreement - WorldNet 1 September 30, 1996
2
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
United States. Customer understands that the ATM Products and Services are
provided to Customer on a limited basis as set forth in this Agreement, and
that Sprint's provision of the ATM Products and Services is subject to the
availability of such Products and Services at each site. Sprint will make
every commercially reasonable effort to meet Customer's ATM Service
requirements. The following are the primary price components of the ATM
Products and Services.
A. Local Access Facilities - This is the physical telco or leased line
connecting the Customer premise to the Sprint ATM Network. Local
Access Facilities compatible with Sprint's ATM Service include T1, T3,
OC3c and NxT1. Either Sprint or the Customer may provide the Local
Access Facilities. Charges for Local Access facilities are comprised
of local access charges, Access Coordination Fees (ACF) and the
Central Office Connection (COC) fees. There is a one-time installation
charge and a monthly recurring charge.
B. Port Connection - This is the physical port access to the Sprint ATM
Network. There is a one-time installation charge and a fixed monthly
recurring charge for each port connection.
C. Permanent Virtual Connection (PVC) - This is the pre-established
logical connection between two Customer specific end-points for the
transfer of information. For Sprint's ATM Products and Services, a PVC
establishes a one-way connection between the two end-points and are
therefore priced on a per site basis.
There are two classes of PVCs; (1) Constant Bit Rate (CBR) PVCs, and
(2) Variable Bit Rate (VBR) PVCs. Constant Bit Rate PVCs are intended
for steady traffic which is sensitive to delay variation, and Variable
Bit Rate PVCs are intended for "bursty" data traffic which is
generally insensitive to small delay variation. For both classes of
PVCs, there is a one time PVC installation charge and a monthly
recurring charge per end-point. The recurring charge for both classes
of PVCs are offered on either a "flat rate" monthly recurring basis or
a flat rate plus actual usage charge basis. For each PVC, Customer
shall select an Information Rate which defines the maximum rate at
which user traffic will be allowed to transverse the ATM network. The
Information Rates are available in increments of 64 Kbps and 1 Mbps.
Customer may order multiple Information Rates per port, subject to the
allowable bandwidth of the port. The assigned Information Rate may be
different for each of the two PVCs between two end-points.
D. Customer Premise Equipment (CPE) - CPE which is required to support
Sprint's ATM may be either purchased or rented from Sprint or provided
by the Customer, subject to certification by Sprint.
4. SPECIAL DOMESTIC ATM PRICES
Sprint shall provide the following special prices and terms to all Orders
for Domestic ATM products and Services. "Domestic" is defined as the 48
contiguous United States.
A. Port Connection Charges and Discounts
1. The charges for Port Connection are as follows:
Port Installation Charge Monthly Charge
---- ------------------- --------------
T-1 Port: $ (*) each $ (*) each per Month
DS3 Port: $ (*) each $ (*) each per Month
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SPRINT PROPRIETARY INFORMATION
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Cover Agreement - WorldNet 2 September 30, 1996
3
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
2. Port Connection Discounts
Sprint shall provide a discount of (*)% off the Port Connection
installation charges specified above provided that the ATM
Service at such sites is provided for a minimum of twelve (12)
months. If the Service is terminated prior to the end of the
minimum period, then Customer shall pay Sprint the pro-rata,
dollar amount of any installation discount provided by Sprint
based on the number of months from the effective date of such
termination to the expiration date of the minimum period.
Sprint shall apply a (*) percent (*%) discount to the T-1
and DS-3 Monthly Port Connection charges specified above.
B. Flat Rate, VBR PVC Charges and Discounts
1. The charges for use of one-way, Flat Rate, VBR PVCs are as
follows:
Information Rate Installation Charge Monthly Charge
---------------- ------------------- --------------
64 Kbps $ (*) each $ (*) per 64 Kbps
1 Mbps $ (*) each $ (*) per 1 Mbps
2. Flat Rate, VBR PVC Price Discounts
Sprint shall provide a discount of (*)% off the PVC installation
charges specified above provided that the ATM Service at such
sites is provided for a minimum of twelve (12) months. If the
Service is terminated prior to the end of the minimum period,
then Customer shall pay Sprint the pro-rata, dollar amount of any
installation discount provided by Sprint based on the number of
months from the effective date of such termination to the
expiration date of the minimum period.
Sprint shall apply a Volume Discount to the monthly VBR PVC
charges based on the following corresponding gross PVC charges
per Port incurred in a month:
Gross Monthly Volume
PVC Charges per Port Discount
-------------------- --------
$ 800 - $ 1,999 (*)%
$ 2,000 - $ 3,999 (*)%
$ 4,000 - $ 6,399 (*)%
$ 6,400 - $ 9,999 (*)%
$10,000 - $14,399 (*)%
Over $14,400 (*)%
Sprint shall apply an additional discount of * percent (*%) to
the monthly VBR PVC charges after applying the Volume Discount
above.
3. VBR PVC Cap - The total VBR PVC charge per port per month shall
not exceed the following amounts based on the Port Speed:
Port Total Monthly Charge
---- --------------------
T-1 $ (*) per Port
DS3 $ (*) per Port
C. CBR PVC Charges
The charges for use of one-way, CBR PVCs are as follows
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SPRINT PROPRIETARY INFORMATION
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Cover Agreement - WorldNet 3 September 30, 1996
4
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
Information Rate Flat Rate Price Usage-Based Price
---------------- --------------- -----------------
64 Kbps $ (*) per 64 Kbps $ (*) per 64 Kbps plus usage
1 Mbps $ (*) per 1 Mbps $ (*) per 1 Mbps plus usage
For the Usage-Based Price, the usage component of the CBR PVC price is
$(*) per I Megacell of delivered CBR traffic per month based on the
egress counts.
D. Special ATM Terms
1. The VBR information rate of 1 Mbps assumes measurement of the ATM
Adaptation layer (AAL) 3 or 4. If AAL 5 is used, then the VBR
information rate of 1 Mbps equates to 1.09 Mbps of bandwidth.
2. Sprint may, upon thirty (30) days advance written notice to
Customer, increase the charges for ATM Products and Services if
Customer's "Utilization" of the ATM Network exceeds (*)
percent (*%) for two (2) consecutive months. (*) percent (*%)
Utilization for a DS-3 Port per month is equal to 33,000
megacells.
3. No other discounts apply. Except as specified herein, all other
prices and related terms and conditions for the ATM Products and
Services as specified in the Order are standard.
4. As new ATM features and releases become available, Sprint will,
upon request of Customer, provide prices for such new features
and releases.
5. If the prices for the ATM Products and Services which Sprint
offers to the general public are or become less than the prices
set forth in this Agreement, then Customer may purchase the ATM
Products and Services at such lower prices.
5. CLEARLINE PRODUCTS AND SERVICES
Sprint's Clearline Products and Services are a non-switched, non-usage
sensitive, point-to-point or point-to-multipoint service which is dedicated
exclusively to one customer. Sprint offers Clearline on an inter-LATA basis
between completed points of presence (POP) on its fiber network. Clearline
provides for two-way simultaneous transmission of digital signals at speeds
up to 44.736 Mbps. Customer understands that the Clearline 45 and OC-3
Private Line Products and Services are subject to the availability of such
Products and Services at each site. Sprint will make every commercially
reasonable effort to meet Customer's Clearline 45 and OC-3 Private Line
Service requirements. Sprint's Clearline Products and Services are governed
by applicable Tariff on file with regulatory agencies.
A. DS-3 (Clearline 45) and OC-3 (Private Line) Special Prices
1. Interstate DS3 Inter-Exchange (IXC) Charges - Customer is
eligible for Sprint's Clearline 45 Volume Pricing Plan (VPP) and
will receive the discounts applicable to the $(*) volume
level during the Term of this Agreement regardless of the actual
volume unless Customer's actual volume reaches a higher discount
level than $(*) in which case Customer shall receive the
discounts applicable to such higher level as defined in Sprint's
Tariff. Customer shall receive a (*) percent (*%) discount on the
monthly recurring charges for Interstate DS3 IXC in addition to
other applicable discounts. Customer must average 650 miles per
DS-3 circuit (POP-to-POP) to remain eligible for the discounts
provided herein.
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SPRINT PROPRIETARY INFORMATION
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Cover Agreement - WorldNet 4 September 30, 1996
5
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
2. Interstate OC-3 Inter-exchange (IXC) Charges - Customer may
upgrade DS-3 circuits to OC-3 circuits without penalty (except
for the pro-rata payment of any waived installation charges),
provided that: (a) the upgraded circuit has the same or greater
bandwidth than the replaced circuit, and (b) all such circuits
are an average length of 650 miles per circuit (POP-to-POP). The
monthly recurring charge for each OC-3 circuit is $(*) plus $(*)
per each mile of the circuit (POP-to-POP). If the charges for
OC-3 circuits become subject to Tariff, then Customer may request
Sprint to re-negotiate the charges for the OC-3 circuits. If the
parties do not agree on a new charge for the OC-3 circuits, then
Customer may, upon thirty (30) days written notice to Sprint,
terminate any existing OC-3 circuits provided by Sprint with no
liability except for the pro-rata amount of any waived
installation charges as specified in Section 6(B) below. Any such
termination shall not affect Customer's obligation to meet the
Minimum Service Commitment set forth in Section 7 below.
B. Special Clearline Terms
1. The special prices specified above are based on Customer
maintaining an average OC-3 / DS-3 circuit length of at least 650
miles (POP-to-POP). If at the end of any month Customer's total
OC-3 / DS-3 IXC miles divided by the total' number of OC3 / DS-3
circuits is less than 650 miles, then Sprint may, upon thirty
(30) days advance written notice to Customer, increase the
charges for such Products and Services.
2. Except as specified herein, no other discounts apply. All other
prices and related terms and conditions for the Clearline and
Private Line (OC-"N") Products and Services as specified in the
Order are per Tariff.
6. LOCAL ACCESS FACILITIES
A. All charges for Local Access Facilities provided by Sprint to access
the ATM and Clearline Products and Services (including ACF and COC)
shall be quoted by Sprint on an individual Order basis.
B. Sprint shall waive (*)% of the installation charges for
Sprint-provided Local Access Facilities (including non-recurring ACF
and COC charges) for DS-3 and OC-3 circuits installed during the Term
of this Agreement for access to the ATM and Clearline (including OC-3)
Products and Services provided hereunder. All OC-3 circuits must
remain installed for a minimum period of twenty-four (24) months and
all DS-3 circuits must remain installed for a minimum period of twelve
(12) months. If such circuits are disconnected prior to the end of the
minimum period, then Customer shall pay Sprint the pro-rata, dollar
amount of the installation charges based on the number of months from
the effective date of such termination to the expiration date of the
minimum period.
7. MINIMUM SERVICE COMMITMENT
A. In consideration of the special prices and terms for the Products and
Services as specified herein, Customer shall be subject to the
following dollar volume commitment ("Minimum Service Commitment") of
"Contributory Services" during each corresponding "Service Period" of
the Term of this Agreement:
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SPRINT PROPRIETARY INFORMATION
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Cover Agreement - WorldNet 5 September 30, 1996
6
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
Minimum
Service Period Service Commitment
-------------- ------------------
Months I through 6 $(***)
Months 7 through 18 $(***)
Months 19 through 30 $(***)
Months 31 through 42 $(***)
Months 43 through 54 $(***)
Month I shall begin on the Effective Date of this Agreement. The
"Contributory Services" shall be Sprint's ATM and Clearline (including
OC-3" Service) Products and Services specified in this Agreement, and
Sprint's Frame Relay and Clarity services which may be Ordered by
Customer. All monthly recurring charges incurred by Customer for the
Contributory Services (net of all discounts) shall be used in
calculating Customer's usage towards the Minimum Service Commitment.
At the end of each Service Period above, Customer shall pay Sprint any
shortfall in the Minimum Service Commitment for that Service Period.
B. If this Agreement is terminated for any reason other than due to a
material breach by Sprint and the total invoiced amount for
Contributory Services (net of all discounts) as of the effective date
of termination is less than $(*) then Customers shall pay Sprint the
lesser of: (a) the remaining balance of the Minimum Service Commitment
for all Service Periods, or (b) the applicable Termination charge set
forth in ATTACHMENT A based on the month in which such termination is
effective.
C. If the monthly invoiced amount for Contributory Services (net of all
discounts) is $(*) or more for three (3) consecutive months, then,
upon request of Customer, Sprint will agree to re-negotiate in good
faith with Customer the charges for the Products and Services
specified in this Agreement. If the parties are unable to agree on
such new charges, then Customer may purchase the Products and Services
from another service provider, provided that Customer shall remain
liable to Sprint for the Minimum Service Commitment set forth in this
Agreement, or if this Agreement is terminated, then Customer shall be
liable for the applicable amount specified in Section 7(B) above.
D. If at any time during the Term, the total invoiced amount for
Contributory Services (net of all discounts) is equal to or greater
than $(*) then either: (a) Customer may terminate this Agreement
without further liability by providing Sprint with thirty (30) days
advance written notice, or (b) upon request of Customer, Sprint will
agree to re-negotiate in good faith with Customer the charges for the
Products and Services specified in this Agreement. If Customer does
not terminate this Agreement as set forth in this provision, then
Customer shall remain obligated to meet the Minimum Service
Commitments for each of the Service Periods regardless of the total
invoiced amount for Contributory Services.
E. If Customer upgrades any DS-3 or OC-3 circuits to a Sprint service
with higher bandwidth capacity, then the monthly recurring charges
incurred by Customer for such upgraded circuits will contribute
toward the Minimum Service Commitment.
8. OTHER SPECIAL TERMS
A. Service Performance
1. Customer agrees to provide prompt written notice to Sprint of any
material failure by Sprint to provide the Products and
Services under this Agreement and in accordance with applicable
tariffs. If Sprint fails to cure such material failure within
thirty (30) days from receipt of such notice, Customer may
terminate this Agreement on written
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SPRINT PROPRIETARY INFORMATION
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Cover Agreement - WorldNet 6 September 30, 1996
7
notice to Sprint. A material failure by Sprint shall not include
a failure caused by the local exchange carrier, any equipment not
owned or maintained by Sprint, or any other cause beyond the
control of Sprint.
2. ATTACHMENT B to this Cover Agreement sets forth the terms and
conditions for credit allowances for service interruption.
B. Advertising and Publicity - Sprint and Customer will permit each
other to identify and use the name of the other party in suitable
advertising, press releases and presentations upon prior written
consent of such party, which consent shall not be unreasonably
withheld or delayed.
C. Proprietary Information - Customer agrees that the information in this
document or any information related to prices, terms and conditions in
any other document provided by Sprint are confidential and proprietary
information of Sprint and governed by the Agreement for Use and
Non-disclosure of Confidential Information executed by Sprint and
Customer.
D. Customer's Subsidiaries and Affiliates - ATTACHMENT C to this
Agreement is a list of the subsidiaries and affiliates of WorldNet,
Inc. ("Designated Affiliates") eligible to obtain the Products and
Services pursuant to the terms and conditions and prices set forth in
this Agreement. Such Designated Affiliates may obtain the Products and
Services directly from Sprint pursuant to Orders placed by such
Designated Affiliates, and in such case shall pay Sprint directly for
such Products and Services, provided however, that: (a) WORLDNET, Inc.
shall guarantee all such payments to be made by such Designated
Affiliates, (b) WorldNet, Inc. shall be responsible to ensure that
such Designated Affiliates comply with the terms and conditions of the
Orders and this Agreement, and (c) WorldNet, Inc. shall be solely
responsible for payment of any shortfall of the Minimum Service
Commitment set forth in this Agreement.
E. Change in Customer's Name - If Customer changes its legal name (not
including any name change that is the result of a merger,
consolidation or other such combination that may require an assignment
of this Agreement), then Customer will provide Sprint with written
notice of such change, and both parties shall remain bound by the
terms and conditions of this Agreement notwithstanding such change in
name.
F. Mergers and Acquisitions
1. If Customer is acquired by or merges with another entity, then
the rights and obligations of the parties under this Agreement
shall remain in full force and effect notwithstanding such
acquisition or merger.
2. If Customer acquires an entity that is under a contract with
Sprint for any of the Contributory Services under this Agreement
as defined in Section 7 above, then Sprint may, on a case-by-case
basis and subject to certain conditions, allow such entity to
terminate its contract without penalty so that it may purchase
such Products and Services pursuant to this Agreement. If such
entity has a purchase commitment to Sprint under the other
contract with Sprint, then such entity may purchase any of the
Contributory Services from Sprint under this Agreement, provided
that such entity remains obligated to purchase the minimum
commitment under the other contract with Sprint and has not
violated any terms or conditions of such other contract with
Sprint. All such purchases of the Contributory Services under
this Agreement by such entity shall contribute to Customer's
Minimum Service Commitment under this Agreement.
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SPRINT PROPRIETARY INFORMATION
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Cover Agreement - WorldNet 7 September 30, 1996
8
9. ENTIRE AGREEMENT
A. This Cover Agreement represents the entire agreement of the parties
with respect to the special prices and other terms related to the
Products and Services, and supersedes all other previous agreements,
understandings, statements, communications or representations, whether
oral or written. This Cover Agreement may not be modified, changed or
amended without the prior written agreement of both parties.
B. This Cover Agreement and the Orders will represent the entire
agreement of the parties with respect to Sprint's provision of the
Products and Services to Customer. In the event of any conflict
between the Orders and the terms of this Cover Agreement, the terms of
this Cover Agreement shall govern.
IN WITNESS WHEREOF, the parties hereto, each by a duly authorized officer, have
caused this Cover Agreement to be executed as of the date signed by both parties
below.
WORLDNET, INC. SPRINT COMMUNICATIONS COMPANY L.P.
By: By:
/s/ XXXXX X. XXXXXX /s/ XXXX XXXX
----------------------------------- -----------------------------------
Signature Signature
Xxxxx X. Xxxxxx Xxxx Xxxx
----------------------------------- -----------------------------------
Name Typed or Printed Name Typed or Printed
VP, Network Operations Regional Director
----------------------------------- -----------------------------------
Title Title
Sept. 30, 1996 9/30/96
----------------------------------- -----------------------------------
Date Date
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SPRINT PROPRIETARY INFORMATION
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Cover Agreement - WorldNet 8 September 30, 1996
9
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
ATTACHMENT A
Termination Charge Schedule
Month of Termination Month of Termination
Termination Charge Termination Charge
----------- ----------- ----------- -----------
54 $ (***) 27 $ (***)
53 $ (***) 26 $ (***)
52 $ (***) 25 $ (***)
51 $ (***) 24 $ (***)
50 $ (***) 23 $ (***)
49 $ (***) 22 $ (***)
48 $ (***) 21 $ (***)
47 $ (***) 20 $ (***)
46 $ (***) 19 $ (***)
45 $ (***) 18 $ (***)
44 $ (***) 17 $ (***)
43 $ (***) 16 $ (***)
42 $ (***) 15 $ (***)
41 $ (***) 14 $ (***)
40 $ (***) 13 $ (***)
39 $ (***) 12 $ (***)
38 $ (***) 11 $ (***)
37 $ (***) 10 $ (***)
36 $ (***) 9 $ (***)
35 $ (***) 8 $ (***)
34 $ (***) 7 $ (***)
33 $ (***) 6 $ (***)
32 $ (***) 5 $ (***)
31 $ (***) 4 $ (***)
30 $ (***) 3 $ (***)
29 $ (***) 2 $ (***)
28 $ (***) 1 $ (***)
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SPRINT PROPRIETARY INFORMATION
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Cover Agreement - WorldNet A-1 September 30, 1996
10
THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.
ATTACHMENT B
ALLOWANCES FOR SERVICE INTERRUPTIONS
1 Credit allowances for interruption of Sprint's ATM or Clearline
Products and Services shall be made, upon Customer's request, as set
forth below.
2. Sprint shall provide Customer a credit allowance for an interruption
of thirty (30) minutes or more at the rate of (*) of the applicable
monthly charge for each thirty (30) minutes or major fraction thereof
that the interruption continues. An interruption period begins when
the Customer releases the affected circuit to Sprint for fault
isolation and testing and ends when the circuit is returned to the
Customer. No credit will be given for an interruption of Service of
less than thirty (30) minutes. Each interruption is considered
separately for the purpose of establishing the credit allowance.
Interruptions shall be accumulated to the nearest half hour period.
The credit for a monthly billing period shall not exceed the monthly
rate for the affected Service.
3. Customer shall not receive a credit if an interruption is: (a) caused
by the negligence or willful misconduct of Customer or others
authorized by Customer to use the Services, provided by Sprint; (b)
due to the failure of power, facilities, equipment, systems or
connections not provided by Sprint; (c) caused by the failure of
access to the Sprint network; (d) a result of scheduled maintenance;
or (e) due to any causes beyond Sprint's control.
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SPRINT PROPRIETARY INFORMATION
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Cover Agreement - WorldNet B-1 September 30,1996
11
ATTACHMENT C
LIST OF CUSTOMER'S AFFILIATES AND SUBSIDIARIES
The following are the subsidiaries and affiliates of WorldNet, Inc. ("Designated
Affiliates") eligible to obtain the Products and Services pursuant to the terms
and conditions and prices set forth in this Agreement. This list may be changed
from time to time upon written agreement of the parties.
RainNet
On Ramp Technologies
National Knowledge Networks
West Coast Online
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SPRINT PROPRIETARY INFORMATION
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Cover Agreement - WorldNet C-1 September 30, 1996