exv10w11xay






Exhibit 10.11(a)




SG021306.A.001




Amendment




SG021306.A.001




Between




Synchronoss Technologies, Inc.




And




AT&T Services, Inc.




Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND
HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.




1









 








SG021306.A.001




AMENDMENT NO. 1




AGREEMENT NO. SG021306




This Amendment, effective on the date when signed by the last Party (“Effective Date”), and
amending Agreement No. SG021306, is by and between Synchronoss Technologies, Inc., a Delaware
corporation (“Synchronoss”, “Supplier”), and AT&T Services, Inc., a Delaware corporation (“AT&T”),
each of which may be referred to in the singular as a “Party” or in the plural as the “Parties.”



WITNESSETH




WHEREAS, Supplier and AT&T entered into Agreement No. SG021306 with an Effective Date of September
1, 2005 (the “Agreement”); and



WHEREAS, Supplier and AT&T desire to amend the Agreement as hereinafter set forth.



NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the
Parties hereto agree as follows:



The terms and conditions of Agreement No. SG021306 in all other respects remain unmodified and in
full force and effect.



1. ASSIGNMENT OF THE AGREEMENT




Cingular Wireless LLC hereby grants and assigns the Agreement to AT&T Services, Inc (Assignee).
Assignee hereby accepts the foregoing assignment and agrees to be bound by and subject to all terms
and conditions contained in the Agreement to the same extent as if it had been an original
signatory thereto. For the avoidance of doubt, any reference to Cingular in the Agreement shall
refer to AT&T Services, Inc. Supplier hereby consents to the foregoing assignment.



This Assignment merely assigns the Agreement to Assignee in order to create, and hereby does
create, a new Agreement between Supplier and Assignee. This Assignment does not affect any rights
or obligations of AT&T or Supplier under any existing order, which shall continue to be governed by
the terms of the Agreement.



2. Delete Section 3.20, Limitation of Liability in its entirety and replace with new Section 3.20
Limitation of Liability as follows;




Limitation of Liability



Except with respect to claims based on the confidentiality obligations set forth in this Agreement,
in no event is either Party liable to the other Party for any consequential, incidental, special or
punitive



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested




2









 








SG021306.A.001




damages or for loss of revenue or profit in connection with the performance or failure to perform
this Agreement, regardless of whether such Liability arises from breach of contract, tort or any
theory of liability. *** in no event shall either party’s direct damages hereunder exceed ***.



3. Delete Section 4.1 Access in its entirety and replace with the following new clause 4.1 Access;




Access





	a.	 	When appropriate, Supplier shall have reasonable access to AT&T’s premises during normal
business hours, and at such other times as may be agreed upon by the Parties to enable
Supplier to perform its obligations under this Agreement. Supplier shall coordinate such
access with AT&T’s designated representative prior to visiting such premises. Supplier will
ensure that only persons employed by Supplier or subcontracted by Supplier will be allowed to
enter AT&T’s premises. If AT&T requests Supplier or its subcontractor to discontinue
furnishing any person provided by Supplier or its subcontractor from performing Work on AT&T’s
premises, Supplier shall immediately comply with such request. Such person shall leave AT&T’s
premises immediately and Supplier shall not furnish such person again to perform Work on
AT&T’s premises without AT&T’s written consent. The Parties agree that, where required by
governmental regulations, Supplier will submit satisfactory clearance from the U.S. Department
of Defense and/or other federal, state or local authorities.
	 
	b.	 	AT&T may require Supplier or its representatives, including employees and subcontractors, to
exhibit identification credentials, which AT&T may issue to gain access to AT&T’s premises for
the performance of Services. If, for any reason, any Supplier representative is no longer
performing such Services, Supplier shall immediately inform AT&T. Notification shall be
followed by the prompt delivery to AT&T of the identification credentials, if issued by AT&T,
or a written statement of the reasons why the identification credentials cannot be returned.
Supplier agrees to comply with AT&T’s corporate policy requiring Supplier or its
representatives, including employees and subcontractors, to exhibit their company photo
identification in addition to the AT&T issued photo identification when on AT&T’s premises.
	 
	c.	 	Supplier shall ensure that its representatives, including employees and subcontractors, while
on or off AT&T’s premises, will perform Work which (i) conform to the Specifications, (ii)
protect AT&T’s Material, buildings and structures, (iii) does not interfere with AT&T’s
business operations, and (iv) perform such Services with care and due regard for the safety,
convenience and protection of AT&T, its employees, and property and in full conformance with
the policies specified in the AT&T Code of Business Conduct, which prohibits the possession of
a weapon or an implement which can be used as a weapon (a copy of the AT&T Code of Business
Conduct is available upon request).





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




3









 








SG021306.A.001





	d.	 	Supplier shall ensure that all persons furnished by Supplier work harmoniously with all
others when on AT&T’s premises.





4. Delete Section 4.5 Cingular Corporate Information Security Policy, Compliance by Business
Partners, Vendors, Contractors in its entirety and replace with the following new Section 4.5
AT&T Supplier Information Security Requirements (SISR);



AT&T Supplier Information Security Requirements (SISR)



Supplier shall comply with the requirements of Appendix “O” entitled “AT&T Supplier Information
Security Requirements (SISR).” In addition, STI shall not use a third party outside the United
States to perform data center operations and/or software development without AT&T’s prior written
approval.



5. Delete Section 4.2 Background Check and replace with the following new Section 4.2 Background
Checks;



Background Checks





	a.	 	Supplier, with respect to the following requirements in this Section (collectively,
“Background Checks”) and subject to any laws, rules or regulations which may limit any
Supplier action otherwise required by this section, (1) shall make all reasonable efforts,
including checking the background, verifying the personal information and conducting a Drug
Screen (only to those individuals who will have physical access to AT&T’s or its customer’s
premises) to determine and verify all information necessary to represent and warrant to AT&T
that no Supplier employee, contractor or subcontractor and no employee or agent of any
Supplier contractor or subcontractor (“Supplier Person”) who Supplier proposes to perform any
Service that permits physical, virtual or other access to AT&T ‘s or its customer’s premises,
systems, networks, or Information (“Access”) at any time during the Term, (a) has presented a
positive Drug Screen to those individuals who will have physical access to AT&T’s or its
customer’s premises, (b) has been convicted of (i) any felony, (ii) any misdemeanor involving
violence, sexually related criminal conduct, theft or computer crimes, fraud or financial
crimes, or crimes involving unlawful possession or use of a dangerous weapon, or (c) is
identified on any government registry as a sex offender; and (2) Supplier shall not permit any
such Person presenting a positive Drug Screen, so convicted, or so identified to perform any
Service that permits such Access during the Term.
	 
	b.	 	Supplier represents and warrants to AT&T that no Supplier Person has (i) falsified any of his
or her Identification Credentials, or (ii) failed to disclose any material information in the
hiring process relevant to the performance of any Service. Supplier shall not permit any
Supplier Person who has falsified such Identification Credentials or failed to disclose such
information to perform any Service that permits Access.





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested




4









 








SG021306.A.001





	c.	 	The following definitions apply:






	 	1.	 	“Identification Credentials” includes, with respect to each Supplier Person, his or her
Social Security number, driver’s license, educational credentials, employment history, home
address, and citizenship indicia.
	 
	 	2.	 	“Drug Screen” means the testing for the use of illicit drugs (including opiates,
cocaine, cannabinoids, amphetamines, and phencyclidine (PCP)) of any Supplier Person who
(i) has unsupervised (or badged) physical access to AT&T’s or its customer’s premises, or
(ii) has regular or recurring supervised physical access to AT&T’s or its customer’s
premises for more than thirty (30) days in the aggregate annually.






	d.	 	The failure of Supplier to comply with the requirements of this Section, and/or if any Person
who fails such Background Check or who has falsified Identification Credentials does perform
any Service that permits such Access, shall each be considered a material breach of this
Agreement; provided, however, such breach shall not entitle AT&T to terminate this Agreement
unless Supplier does not take action to remedy such failure within *** of written notice to
Supplier of such failure. Notwithstanding any of the foregoing, exceptions for individual
Supplier Persons may be granted by AT&T on a case-by-case basis.





6. Added new clause, Customer — Information as follows;




Customer — Information





	a.	 	For the purposes of this Section, “Customer Information” includes, but is not limited to,
customer name, address, e-mail address, and/or phone number (listed or unlisted); personal
information concerning a customer, including birth date, social security number, drivers
license, credit card information, bank account, account number or personal identification
numbers; information concerning a customer’s calling patterns, call details, records of
incoming or outgoing calls, or minutes of use or other use of AT&T’s services; information
related to payments, credit status, and transactions with AT&T; demographic information; or
aggregate customer data — including aggregate data with individual identifying information
deleted; and customer proprietary network information (“CPNI”) (as that term is defined in
Section 222 of the Communications Act of 1934, 47 U.S.C.222, as amended (“Section 222”), which
includes information available to AT&T by virtue of AT&T’s relationship with its customers as
a provider of telecommunications service and may include: the quantity, technical
configuration, location, type, destination, amount of use of telecommunications service
subscribed to, and information contained on the telephone bills of AT&T’s customers pertaining
to telephone exchange service or telephone toll service received by a customer of AT&T.
Except as provided herein, as between Supplier and AT&T, title to all Customer Information
shall be in AT&T. Except as otherwise provided herein, no license or rights to any Customer
Information are granted to Supplier hereunder.





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




5









 








SG021306.A.001





	b.	 	Supplier acknowledges that Customer Information received may be subject to certain privacy
laws and regulations and requirements, including requirements of AT&T. Supplier shall consider
Customer Information to be private, sensitive and confidential. Accordingly, with respect to
Customer Information, Supplier shall comply with all applicable privacy laws and regulations and
requirements, including, but not limited to, the CPNI restrictions contained in Section 222.
Accordingly, Supplier shall:






	 	a.	 	not use any CPNI to market or otherwise sell products to AT&T’s
customers, except to the extent necessary for the performance of Services for AT&T
or as otherwise approved or authorized by AT&T in this Agreement or in writing;
	 
	 	b.	 	make no disclosure of Customer Information to any party other than
AT&T, except to the extent necessary for the performance of Services for AT&T or
except such disclosure required under force of law; provided that Supplier shall
provide AT&T with notice immediately upon receipt of any legal request or demand by
a judicial, regulatory or other authority or third party to disclose or produce
Customer Information; Supplier shall furnish only that portion of the Customer
Information that is legally required to furnish and shall provide reasonable
cooperation to AT&T (at AT&T’s cost) should AT&T exercise efforts to obtain a
protective order or other confidential treatment with respect to such Customer
Information;
	 
	 	c.	 	not incorporate any Customer Information into any database other than
in a database maintained exclusively for the storage of AT&T’s Customer
Information;
	 
	 	d.	 	not incorporate any data from any of Supplier’s other customers,
including Affiliates of AT&T, into AT&T’s customer database;
	 
	 	e.	 	make no use whatsoever of any Customer Information for any purpose
except to comply with the terms of this Agreement;
	 
	 	f.	 	make no sale, license or lease of Customer Information to any other
party;
	 
	 	g.	 	restrict access to Customer Information to only those employees of
Supplier that require access in order to perform Services under this Agreement;
	 
	 	h.	 	prohibit and restrict access or use of Customer Information by any of
Supplier’s other customers, Supplier’s Affiliates, or third parties except as may
be agreed otherwise by AT&T;
	 
	 	i.	 	promptly return all Customer Information to AT&T upon expiration,
Termination or Cancellation of this Agreement or applicable schedule or Order,
unless expressly agreed or instructed otherwise by AT&T; and
	 
	 	j.	 	immediately notify AT&T upon Supplier’s awareness of (i) any breach of
the above-referenced provisions, (ii) any disclosure (inadvertent or otherwise) of
Customer Information to any third party not expressly permitted herein to receive
or have access to such Customer Information, or (iii) a breach of, or other
security incident involving, Supplier’s systems or network that could cause or
permit access to Customer





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested




6









 








SG021306.A.001





	 	 	 	Information inconsistent with the above-referenced provisions, and such notice shall
include the details of the breach, disclosure or security incident. Supplier shall
fully cooperate with AT&T in determining, as may be necessary or appropriate, actions
that need to be taken including, but not limited to, the full scope of the breach,
disclosure or security incident, corrective steps to be taken by Supplier, the nature
and content of any customer notifications, law enforcement involvement, or
news/press/media contact etc., and Supplier shall not communicate directly with any
AT&T customer relating to such breach without AT&T’s consent, which such consent
shall not be unreasonably withheld.





7. Add new clause, Quality Assurance as follows;




Quality Assurance:





	a.	 	In addition to its obligations under the Section entitled “Warranty,” Supplier represents and
warrants that:






	 	1.	 	all processes utilized to produce Material and provide Services are controlled
and adequate to Deliver consistent with Specifications and this Agreement;
	 
	 	2.	 	Supplier has evaluated the process controls of its subcontractors and vendors
and has determined that they are adequate to Deliver Materials and Services consistent
with Specifications and this Agreement; and
	 
	 	3.	 	all Material and Services are subjected to the above-mentioned process
controls.






For information purposes only, excellent Quality Management System guidance can be found in TL
9000 and ISO 9001:2000. Copies of ISO 9001:2000 may be ordered through the American Society for
Quality at 800.248.1946. Copies of TL 9000 Handbooks may be ordered through the QuEST Forum web
site at www.tl9000.org. Select the Handbook’ link from the TL 9000 home page, which will direct
you to the TL 9000 Handbooks purchase page.




	b.	 	Throughout the term of this Agreement, Supplier shall periodically evaluate process controls
to verify whether each is still adequate to Deliver Material and Services consistent with
Specifications and this Agreement. AT&T reserves the right to request a review of such
process controls throughout the term of this Agreement.
	 
	c.	 	If Supplier or AT&T, at any time during the term of this Agreement, determines that the
process controls are insufficient to meet the obligations herein, then at no additional charge
to AT&T, Supplier shall






1. provide to AT&T a quality plan to remedy such insufficient Quality Process. Such quality
plan shall include the following information, in detail:




	 	i.	 	a schedule for achieving an adequate Quality Process; and





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested




7









 








SG021306.A.001





	 	ii.	 	the actions that will achieve and remedy such insufficiencies.






	d.	 	If requested by AT&T Supplier shall:






1. provide performance measurements periodically that demonstrate compliance with the
Specifications and this Agreement.




2. The Parties shall mutually agree upon appropriate performance measurements.




3. Should remedy efforts described above fail to address insufficiencies within ***,
whichever is earlier, or within a time period as mutually agreed, Supplier shall engage a
third party consultant to perform quality control or quality assurance activities. Supplier
shall provide AT&T or AT&T’s agent with notice of such engagement, including the name of the
third party consultant, and shall provide AT&T or AT&T’s agent with cooperative assistance
to such consultant.




	e.	 	Nothing contained in this Clause, “Quality Assurance,” will diminish Supplier’s obligation
to Deliver Material and perform Services in conformance to Supplier’s obligations in this
Agreement.





8. Add new clause, Third Party Administrative Services as follows;




Third Party Administrative Services



Supplier acknowledges that a third party administrator will perform certain administrative
functions for AT&T in relation to this Agreement. Such administrative functions may include:




	 	a.	 	Collecting and verifying certificates of insurance;

	 
	 	b.	 	Providing financial analysis;
	 
	 	c.	 	Verifying certifications under the Section entitled “Utilization of Minority, Women,
and Disabled Veteran Owned Business Enterprises”; and
	 
	 	d.	 	Collecting and verifying Supplier profile information.





Supplier shall cooperate with such third party administrator in its performance of such
administrative functions and shall provide such data as from time to time the third party
administrator may reasonably request. Further, notwithstanding any other provision of this
Agreement, Supplier agrees that AT&T may provide confidential Information regarding Supplier to
such third party administrator to the extent required for such third party administrator to perform
such functions. Supplier agrees to pay the third party administrator an annual fee for the
performance of these administrative functions, which annual fee shall not exceed *** and a one time
set-up fee of ***.



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




8









 








SG021306.A.001




9. Add new clause, Electronic Data Interchange (EDI) as follows;




Electronic Data Interchange (EDI)





	a.	 	At the request of AT&T, the Parties shall exchange Orders, payments, acknowledgements,
invoices, remittance notices, and other records (“Data”) electronically, in place of tangible
documents. In such case, the parties will mutually agree how they shall exchange Data whether
by direct electronic or computer systems communication between AT&T and Supplier, or
indirectly through third party service providers with which either Party may contract or a
single AT&T-designated third party service provider with which each Party shall contract
independently (“Provider”), to translate, forward and/or store such Data. If the Parties
exchange Data directly, they agree to exchange it in accordance with the Telecommunications
Industry Forum EDI Guidelines for use of American National Standards Institute (ANSI)
Accredited Standards Committee X12 transaction sets or a mutually agreeable proprietary format
or another standard such as Extensible Markup Language (XML).
	 
	b.	 	The following additional conditions apply to any such exchanges:






	 	1.	 	Garbled Transmissions: If any Data is received in an unintelligible, electronically
unreadable, or garbled form, the receiving Party shall promptly notify the originating
Party (if identifiable from the received Data) in a reasonable manner. In the absence of
such notice, the originating Party’s record of the contents of such Data shall control.
	 
	 	2.	 	Signatures: If EDI is used, each Party will incorporate into each EDI transmission an
electronic identification consisting of symbol(s) or code(s) (“Signature”). Each Party
agrees that any predetermined Signature of such Party included in or affixed to any EDI
transmission shall be sufficient to verify such Party originated, “signed” and “executed”
such transmission. No Party shall disclose to any unauthorized person the Signatures of
the Parties hereto.
	 
	 	3.	 	Statute of Frauds: The Parties expressly agree that all Data transmitted pursuant to
this Section shall be deemed to be a “writing” or “in writing” for purposes of Section
2-201 of the Uniform Commercial Code (“UCC”) or any other applicable law requiring that
certain agreements be in writing and signed by the party to be bound thereby. Any such
Data containing or having affixed to it a Signature shall be deemed for all purposes: (i)
to have been “signed” and “executed”; and (ii) to constitute an “original” when printed
from electronic files or records established and maintained in the normal course of
business.
	 
	 	4.	 	Method of Exchange: Each Party shall be responsible for its own cost(s) to provide and
maintain the equipment, software and services necessary to effectively and reliably
transmit and receive Data, and the associated charge(s) of any Provider with which it
contracts. Supplier shall be solely responsible for the cost of storing its information or
Data on a Provider’s computer network, which may be retrieved by AT&T at no additional
charge to AT&T by Supplier. Either Party may change a Provider upon thirty (30) days’
prior written notice to the other Party, except that if a single Provider for both Parties
has been designated





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested




9









 








SG021306.A.001





	 	 	 	by AT&T, then AT&T may change the Provider upon thirty (30) days’ prior written notice to
Supplier.
	 
	 	5.	 	Warranty of Data Integrity: Supplier represents and warrants that any of Data and/or
information created by Supplier which is either transmitted to AT&T by Supplier or stored
by Supplier on a Provider’s network for access by AT&T a) do not contain any Harmful Code
(“Harmful Code” means computer viruses, worms, trap doors, time bombs, undocumented
passwords, disabling code (which renders Material unusable until a patch or new password is
provided), or any similar mechanism or device. Notwithstanding the above, enabling keys
which are provided by Supplier to ensure conformance to product licensing restrictions
shall be permitted, however, these enabling keys may not interfere with the proper use of
the Material at any time after initial installation.) or vulnerability, and b) do not
infringe or violate any third party’s copyright, patent, trademark, trade secret or other
proprietary rights or rights of publicity or privacy; provided, however, AT&T uses such
Data and/or information for its internal use and does not distribute such Data and/or
information. Supplier further represents and warrants that all product and pricing
information provided in its catalogues either stored on a Provider’s network or transmitted
to AT&T by Supplier is current, accurate and complete. In the event more favorable prices
or terms appear in Data transmitted to AT&T by Supplier than appear in Supplier’s current
catalogue and such price or terms is for the identical product or service, AT&T will be
entitled to the more favorable prices or terms contained in the Data.





10. Add new clause, Entry on AT&T Property as follows;




Entry on AT&T Property





	a.	 	If the performance of the Services provided hereunder requires Supplier’s entry upon property
owned or controlled by AT&T, Supplier is hereby notified that AT&T-owned buildings constructed
prior to 1981 may contain asbestos containing materials (“ACM”) and/or presumed asbestos
containing materials (“PACM”) and may also contain both natural and artificial conditions and
activities involving risk of harm. AT&T has not inspected such property for the purposes of
this Agreement and has not taken any efforts to discover or make safe dangerous conditions or
activities for the purpose of Supplier’s performance of Services.
	 
	b.	 	Supplier shall be responsible for inspecting the Services site for unsafe conditions and
taking the necessary safety precautions for protection of Supplier, its employees, and agents
and ensuring a safe place for performance of the Services. As a material condition of this
Agreement, Supplier, for itself and its employees and agents, assumes all risk of dangers
associated with access to the property by its employees, including any potential asbestos
exposure, and responsibility for OSHA notice requirements including:





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested




10









 








SG021306.A.001





	 	1.	 	contacting the appropriate AT&T Project manager responsible for the property to
determine the presence, location and quantity of ACM/PACM that Supplier’s employees may
reasonably be expected to work in or be adjacent to;
	 
	 	2.	 	informing Supplier’s employees of the presence, location and quantity of ACM/PACM
present in the property that Supplier’s employees may reasonably be expected to work in or
be adjacent to and the precautions to be taken to ensure that airborne ACM/PACM is confined
to the identified ACM/PACM area; and
	 
	 	3.	 	informing the appropriate AT&T Project manager and other employers of employees at the
property, of the presence, location and quantity of any newly discovered ACM/PACM
identified by Supplier promptly and shall use commercial reasonable efforts to inform such
manager within twenty-four (24) hours of discovery.






	c.	 	Supplier hereby releases AT&T from any and all claims or causes of action in connection with
the responsibilities hereby assumed by Supplier, and agrees to indemnify, hold harmless and
defend, AT&T, its Affiliates and their agents and employees against any Loss arising from any
claim by Supplier or its employees therefrom in accordance with the Section entitled
“Indemnity.”





11. Add new clause, Reimbursable Expenses as follows;




Reimbursable Expenses



AT&T is not responsible for any travel, meal or other business related expense incurred by Supplier
whether or not incurred in its performance of its obligations under this Agreement, unless
reimbursement of expenses is expressly authorized in this Agreement or an Order pursuant to this
Agreement. If reimbursement of expenses is so authorized, in order to be reimbursable, each and
every such expense must comply with the requirements of AT&T’s Vendor Expense Policy attached
hereto and incorporated herein as Appendix Z. Supplier must provide in a timely manner receipts
and other documentation as required by the Vendor Expense Policy and such additional documentation
or information requested by AT&T to substantiate expenses submitted by Supplier for reimbursement.



12. Add new Section, Confidentiality & Invention Agreement as follows;




Confidentiality & Invention Agreement




Supplier shall ensure that all individuals who provide Services under this Agreement sign the
attached Confidentiality and Invention Agreement, Appendix I, and shall deliver an executed copy to
AT&T no later than the commencement of performance of such Services.



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested




11









 








SG021306.A.001




13. Add new Section, *** as follows;




***




a. ***




b. ***




c. ***




14. Add a new Section, Change Control as follows:




     Change Control




The Parties agree that all changes to this Agreement and to an Order/SOW must be in writing and
signed by the Party against whom enforcement is sought. Any change to an Order/SOW shall take the
form of a Change Order. The Parties agree to follow a process substantially similar to that
specified in Appendix M.



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.





12











 





SG021306.A.001




15. To delete Section 3.30 Term of Agreement in its entirety and replace with a new Section 3.30
Term of Agreement as follows:




     3.30 Term of Agreement




	 	a.	 	This Agreement will continue in effect for a term from the Effective Date until
December 31, 2013, unless it is Cancelled or Terminated before that date. The Parties may
extend the term of this Agreement beyond that date by mutual written agreement.
	 
	 	b.	 	Any Order in effect on the date when this Agreement expires or is Terminated or
Cancelled will continue in effect until such Order either (i) expires by its own terms of
(ii) is separately Terminated or Cancelled, prior to its own expiration, as provided in
this Agreement. The terms and conditions of this Agreement shall continue to apply to such
Order as if this Agreement were still in effect.




IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No.
SG021306 to be executed, which may be in duplicate counterparts, each of which
will be deemed to be an original but all of which together will constitute only
one instrument, as of the date the last Party signs.




	 	 	 
	Synchronoss Technologies, Inc.

	 	AT&T Services, Inc.
	 
	 	 
	By:

	 	By:
	 
	 	 
	Printed Name:

	 	Printed Name: Oliver Turman
	 
	 	 
	Title:

	 	Title: Director, Contract/Sourcing Operations
	 
	 	 
	Date:

	 	Date:






Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested






13









 








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Appendix I — Confidentiality and Invention Agreement

CONFIDENTIALITY AND INVENTION AGREEMENT



This Agreement (“Agreement”) dated                         
 is made by the individual named below (“I” or
“me”), who is engaged to perform work at ___[Insert name of AT&T company that worker will be
doing work for.]                             (“AT&T Company”), as a worker of
                             (“Supplier”) under the terms and conditions of the agreement named below,
between Supplier and      AT&T              .





	 	I.	 	Background
	 
	 	 	 	I have been engaged by Supplier to provide services to AT&T Company. I may be hired by Supplier
as a full or part-time employee, a temporary worker, or as an independent contractor
	 
	 	II.	 	Information. I agree and understand that the term “Information” means any technical,
customer or business information in written, graphical, oral or other tangible or intangible
forms, including but not limited to, specifications, records, data, computer programs, tax
returns, tax workpapers, drawings, models and secrets which AT&T Company may have in its
possession or be legally obligated to keep confidential. I understand that during the course
of my work at AT&T Company, I may have access to Information that belongs to AT&T Company, its
customers or other parties, or may be subject to privacy laws and laws regarding secrecy of
communications, and that unauthorized disclosure of such Information may be harmful or
prejudicial to the interests of AT&T Company. I agree not to disclose, copy, publish, or any
way use, directly or indirectly, such Information for my purposes or the purposes of others,
unless such disclosure or use is expressly authorized in writing by AT&T Company. I agree to
keep such Information in a secure environment to prevent the inadvertent disclosure of such
Information to others. I acknowledge and agree that all such Information remains the
exclusive property of AT&T Company and I agree not to remove such Information from AT&T
Company’s possession or premises by physical removal or electronic transmission unless I have
written authorization from AT&T Company to do so.
	 
	 	III.	 	Innovations
	 
	 	1.	 	I understand that during and incident to my work at AT&T Company, I may create inventions,
discoveries, improvements, computer or other apparatus programs, and related documentation and
other works of authorship (“Innovations”), whether or not patentable, copyrightable, or
subject to other forms of legal protection. To the extent that AT&T Company owns such
Innovations under its agreement(s) with Supplier, I assign to AT&T Company all of my rights,
title and interest (including rights in copyright) in and to all Innovations I make, create or
develop, either solely or jointly with others, during my work at AT&T Company. I agree that
the above assignment is binding upon my estate, administrators, or other legal representatives
or assigns.
	 
	 	2.	 	I agree to promptly notify AT&T Company of all such Innovations. Whenever requested by AT&T
Company, I shall promptly execute, without additional compensation, any and all instruments
which AT&T Company may deem reasonably necessary to assign and convey to AT&T Company all of
my rights, title and interest in and to all such Innovations to the extent that AT&T Company
owns such Innovations under its agreement(s) with Supplier. In addition, I agree to assist
AT&T Company in preparing copyright or patent applications and to execute such applications
and all documents reasonably required to obtain copyrights or patents for such Innovation, all
at AT&T Company’s expense including compensation to me at the rates specified in the agreement
named below. I agree that my obligation to execute such instruments shall continue after the
expiration of my work with AT&T Company.
	 
	 	3.	 	THIS AGREEMENT DOES NOT APPLY TO ANY INNOVATION MADE IN THE STATE OF KANSAS FOR WHICH NO
EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET INFORMATION OF AT&T COMPANY WAS USED AND WHICH WAS
DEVELOPED ENTIRELEY ON MY OWN TIME, UNLESS THE INNOVATION IS OWNED BY AT&T UNDER ITS AGREEMENT(S)
WITH SUPPLIER AND (1) THE INNOVATION RELATES TO THE BUSINESS OF THE AT&T COMPANY OR THE AT&T
COMPANY’S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OR (2) THE INVENTION RESULTS
FROM ANY WORK PERFORMED BY ME FOR AT&T COMPANY. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION MADE
IN CALIFORNIA WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870.
Section III, Paragraphs 1 and 2 do not apply to any Innovation which, under the provisions in the
Agreement named below, is to be other than the sole and exclusive property of AT&T Company; the
title provisions of said agreement apply to any such above Innovation.
	 
	 	IV.	 	Administrative Terms






	 
	 	1.	 	This Agreement shall be effective as of the date executed below, and shall remain in
effect notwithstanding my termination of employment with Supplier or termination of my work
at AT&T Company.
	 
	 	2.	 	In the event that any provision of this Agreement is held to be invalid or
unenforceable, then such invalid or enforceable provisions shall be severed, and the
remaining provisions shall remain in full force and effect to the fullest extent permitted
by law.




I have read, understand and agree to abide by this Agreement.




	 	 	 
	By:                                                      
                                        

	 	Date:                                                    
	Print Name:                                                            
                    

	 	Social Security Number:                    
	Address:                                                  
                                                                                                   
                                         
	Agreement No. between Supplier and AT&T:                                              Effective Date:
                                        






Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested





14









 








SG021306.A.001




Appendix N — ***




     ***



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




15









 








SG021306.A.001




     ***



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.





16









 








SG021306.A.001




     ***



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.






17









 








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     ***



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.






18









 








SG021306.A.001




     ***



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.






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SG021306.A.001




Appendix M — Change Control Process and Forms




Change Control Process



If either Party identifies the need for any change to the Specifications (“Change Control”) under
this Agreement, including any Order, the Parties shall proceed in accordance with the Change
Control Process set forth herein.





	A.	 	If AT&T is the Party submitting the request, AT&T shall complete Form A and describe in
reasonable detail the change it is proposing, and any effects on other Specifications or on
the delivery schedule of which it is aware. Supplier shall strive to respond to such request
as soon as reasonably practical, but no later than ***. Supplier’s response shall be provided
by using Form B. Subsequent communication shall use Form A and Form B, as the case may be,
until the Parties either agree upon the terms pursuant to which the proposed change will be
made, or agree that the proposed change will not be made and agree to close the proposed
Change Order. An agreement to proceed with the proposed change must be documented by using
Form E.






	B.	 	If Supplier is the Party submitting the request, Supplier shall complete Form C and describe
in reasonable detail the change it is proposing, and the effects, if any, on other
Specifications, schedule, and cost. AT&T shall strive to respond to such request as soon as
reasonably practical, but no later than ***. AT&T’s response shall be provided by using Form
D. Subsequent communication shall use Form C and Form D, as the case may be, until the
Parties either agree upon the terms pursuant to which the proposed change will be made, or
agree that the proposed change will not be made and agree to close the proposed Change Order.
An agreement to proceed with the proposed change must be documented by using Form E.






	C.	 	The rights and obligations of both Parties in connection with this Agreement, including any
Order, shall not be changed, until a proposed Change Order is agreed to by executing Form E.
Until both Parties have executed Form E, each Party shall continue to perform its obligations
in accordance with the Agreement and the Order(s) placed under this Agreement.






	D.	 	In the event Form E contains terms that are different than those set forth in this Agreement
or the Order(s), the terms contained in Form E shall apply.






	E.	 	The Change Control Log, included as Form F, shall be used by the Parties to track and monitor
all proposed changes.





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.





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SG021306.A.001




FORM A




AT&T PROPOSED CHANGE ORDER




Change Order #: ___________




Date: _____________________               Affected Order(s): ____________





	1.	 	Proposed Specification Changes — [Identify the Specification(s), including
where the Specification(s) is described in the Order, and summarize in reasonable
detail the proposed changes to such Specification(s).]
	 
	2.	 	Effective Date For Proposed Change:
	 
	 	 	Date: _______________
	 
	3.	 	Summarize Expected Or Possible Impact On Other Specifications Or Schedule
	 
	4.	 	Specify Any Key Assumptions, Acceptance Criteria, Additional Terms, Or Other
Important Information





	 	 	 	 	 
	Direct all Inquiries to AT&T’s Project Manager:	 	 
	
 
	 	 
	 
	 	 	 	 
	
Submitted by:
	 	 	 	 
	 

	 	 	 	 
	Telephone #:

	 	Fax #:	 	 
	 
	 	 
	 	 






Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested




21









 








SG021306.A.001




FORM B




Supplier REPLY TO AT&T PROPOSED CHANGE ORDER




Change Order #: ____________




Date: _____________________               Affected Order(s): ____________




	1.	 	Proposed Specification Changes [Reiterate and summarize Supplier’s
understanding of the proposed changes to the Specification(s)]
	 
	2.	 	Effective Date For Proposed Change [Indicate the date the change can be
implemented.]
	 
	 	 	Date: _______________
	 
	3.	 	Summarize Expected Or Possible Impact On Other Specifications Or Schedule
[Indicate the impact on other Specifications, schedule of delivery, and cost/budget, if
any.]
	 
	4.	 	Specify Any Key Assumptions, Acceptance Criteria, Additional Terms, Or Other
Important Information





	 	 	 	 	 
	Direct all Inquiries to Supplier’s Project Manager:	 	 
	
 
	 	 
	 
	 	 	 	 
	Submitted by:
	 	 	 	 
	 


	Telephone #:

	 	Fax #:	 	 
	 
	 	 







Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested




22









 








SG021306.A.001




FORM C




Supplier PROPOSED CHANGE ORDER




Change Order #: ____________




Date: _____________________               Affected Order(s): ____________




	1.	 	Proposed Specification Changes — [Identify the proposed Specification(s)
and describe in reasonable detail the proposed changes.]
	 
	2.	 	Effective Date For Proposed Change:
	 
	 	 	Date: _______________
	 
	3.	 	Summarize Expected Or Possible Impact On Other Specifications Or Schedule
[Indicate the impact on other Specifications, schedule of delivery, and cost/budget, if
any.]
	 
	4.	 	Specify Any Key Assumptions, Acceptance Criteria, Additional Terms, Or Other
Important Information





	 	 	 	 	 
	Direct all Inquiries to Supplier’s Project Manager:	 	 
	
 
	 	 
	 
	 	 	 	 
	Submitted by:
	 	 	 	 
	 


	Telephone #:

	 	Fax #:	 	 
	 
	 	 







Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested




23









 








SG021306.A.001




FORM D




AT&T’S REPLY TO Supplier’s PROPOSED CHANGE ORDER




Change Order #: ___________




Date: _____________________               Affected Order(s): ____________




	1.	 	Proposed Specification Changes [Reiterate and summarize AT&T’s
understanding of the proposed changes to the Specification(s)]
	 
	2.	 	Effective Date For Proposed Change [Indicate the proposed effective date of
the change.]
	 
	 	 	Date: __________
	 
	3.	 	Summarize Expected Or Possible Impact On Other Specifications Or Schedule
[Indicate the impact on other Specifications, schedule of delivery, and cost/budget, if
any AT&T expects may occur as a result of Supplier’s proposed change.]
	 
	4.	 	Specify Any Key Assumptions, Acceptance Criteria, Additional Terms, Or Other
Important Information [Indicate on what basis AT&T would be willing to agree to
Supplier’s proposed change order.]





	 	 	 	 	 
	Direct all Inquiries to AT&T’s Project Manager:	 	 
	
 
	 	 
	
Submitted by:
	 	 	 	 
	 


	Telephone #:

	 	Fax #:	 	 
	 
	 	 







Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested




24









 








SG021306.A.001




FORM E




CHANGE CONTROL APPROVAL




Change Order #: ___________




Date: _____________________               Affected Order(s): ____________




	1.	 	Agreed Upon Change To Specification(s): [Identify Specification that will
be changed.]
	 
	2.	 	Date Scope Change Effective:[State the date the change will be effective.]
	 
	 	 	Date:___________
	 
	3.	 	Describe Scope Change, including any Specifications: [Describe the agreed upon
change in full detail.]
	 
	4.	 	Revised price, payment schedule, delivery schedule, acceptance terms, if any, of
the proposed change:  [State any changes to the original delivery schedule, original
price, and payment schedule.]
	 
	5.	 	Additional Terms and Conditions: [State any terms and conditions that
apply to the proposed change.]




IN WITNESS WHEREOF, the Parties approve this Change Order No. ___ and incorporate it into
Order No. ___. If the terms of this Change Order are inconsistent with the terms of
Order No. ___or the Agreement, the terms of this Change Order shall control.




	 	 	 	 	 	 	 
	[Insert Supplier’s Name]
 	 	ATT SERVICES, INC.
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Printed Name:
	 	 	 	Printed Name:
	 

	 	 

	 	 	 	 


	 

	 	Title:
	 	 	 	Title:
	 

	 	 

	 	 	 	 


	 

	 	Date:
	 	 	 	Date:
	 

	 	 

	 	 	 	 








Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested





25











 





SG021306.A.001




FORM F




CHANGE CONTROL LOG




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Change	 	Priority	 	Description	 	Level of	 	 	 	 	 	Status
	Change Order Number	 	Component	 	(High, Med., Low)	 	of Change	 	Effort	 	Comments	 	Status	 	Date
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested





26









 





SG021306.A.001







Appendix O — Security Attachment (SISR)




AT&T Supplier Information Security Requirements V3.6 (July 2008)



The following AT&T Supplier Information Security Requirements (“Security Requirements”) apply to
Supplier, its subcontractors, and each of their employees and/or temporary workers, contractors,
vendors and/or agents who perform Services for, on behalf of, and/or through AT&T (for the purpose
of this Appendix, each or all “Supplier”) that include any of the following:





1. Supplier’s performance of Services that involve the collection, storage, handling, or
disposal of AT&T confidential Information;




2. Supplier-offered or -supported AT&T branded services using non-AT&T network and computing
resources;




3. Connectivity to AT&T non-public networks and computing resources;




4. Custom software development or software implementation; or




5. Website hosting and development for AT&T and/or AT&T’s customers.


Supplier shall be fully compliant with these Security Requirements prior to the performance of any
such Services.



Supplier represents and warrants that during the term of this Agreement and thereafter (as
applicable with respect to Supplier’s obligations under the Survival of Obligations clause)
Supplier is, and shall continue to be, in compliance with its obligations as set forth herein. In
addition to all other remedies specified in the Agreement, Supplier agrees that AT&T shall be
entitled to seek an injunction, specific performance or other equitable relief and be reimbursed
the costs (including reasonable attorney’s fees) by Supplier to enforce the obligations in these
Security Requirements, including those that survive Termination, Cancellation or expiration of this
Agreement. The provisions of this Appendix shall not be deemed to, and shall not, limit any more
stringent security or other obligations of the Agreement.




Definitions:



Unless otherwise set forth or expanded herein, defined terms shall have the same meaning as set
forth in the main body of the Agreement.




“Information Resources” means any systems, applications, and network elements, and the information
stored, transmitted, or processed with these resources in conjunction with supporting AT&T
and/or used by Supplier in fulfillment of its obligations under this Agreement.



“Sensitive Personal Information” or “SPI” means any information that could be used to uniquely
identify, locate, or contact a single person (or potentially be exploited to steal the identity
of an individual, commit fraud or perpetuate other crimes). Examples of SPI include, but are not


Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested



27









 





SG021306.A.001





limited to, social security numbers, national-, state- or province-issued identification number,
drivers license numbers, dates of birth, bank account numbers, credit card numbers, and other
credit related information, PINs, passwords, passcodes, password hint answers, Protected Health
Information as defined by the Health Insurance Portability and Accountability Act (HIPAA),
biometric data, digitized signatures, and background check details.



In accordance with the foregoing, Supplier shall:




***




Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.





28









 






SG021306.A.001





***



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.





Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




29









 






SG021306.A.001





***



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.





30









 






SG021306.A.001





***



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.





Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.





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***



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




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SG021306.A.001





***




Connectivity Requirements



In the event Supplier has, or will be provided, connectivity (e.g., access to AT&T’s or its
customers’ networks) in conjunction with this Agreement, then in addition to the foregoing, the
following Security Requirements shall apply to Supplier:



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.



33









 






SG021306.A.001





     1. ***



     2. ***



     3. ***



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.



Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




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SG021306.A.001





Appendix Z — Vendor Expense Policy




1.0 General



The AT&T Vendor Expense Policy (VEP) provides guidelines to be followed by all vendors of AT&T in
requesting reimbursement for business travel, meals and other business related expense. Expenses
outside this policy are not reimbursable.



The following principles apply to requests for expense reimbursement:



When spending money that is to be reimbursed, vendors must ensure that an AT&T Company (“Company”)
receives proper value in return.



The concept that a vendor and their employees are ‘entitled’ to certain types or amounts of
expenditures while conducting business with the Company is erroneous. Personal expenditures
reported for reimbursement should be billed exactly as they were incurred. The use of averages for
any type expenditure or combination of expenditures is not permitted except as specifically
provided or documented in a contract.



Every vendor and AT&T employee who certifies or approves the correctness of any voucher or bill
should have reasonable knowledge the expense and amounts are proper and reasonable. In the absence
of the adoption of such policy, or existing contractual agreements, these guidelines are considered
the minimum requirements for requesting reimbursement of Company funds.



Receipts will be requested and reviewed for any unusual or out of the ordinary expenses or where
the approver cannot make a reasonable determination of the propriety of the invoice without a
receipt.



The origination of a given expenditure for business purposes is the responsibility of the vendor
incurring the expense and the authorization of that expense is the responsibility of the
appropriate level of AT&T management in accordance with the Schedule of Authorizations for
Affiliates of AT&T Inc.



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.



Confidential Treatment Requested




35









 






SG021306.A.001





1.1 Non-Reimbursable Expenses





The following is a list, although not all inclusive, of expenses considered not reimbursable:




	 	•	 	Airline club membership fees, dues, or upgrade coupon
	 
	 	•	 	Meals not consistent with AT&T employee policy
	 
	 	•	 	Annual credit card fees
	 
	 	•	 	Barber/Hairstylist/Beautician Expenses
	 
	 	•	 	Car rental additional fees associated with high speed toll access programs
	 
	 	•	 	Car Washes
	 
	 	•	 	Entertainment expenses
	 
	 	•	 	Health Club and Fitness facilities
	 
	 	•	 	Hotel safe rental
	 
	 	•	 	Upgrades on airline, hotel, or car rental fees
	 
	 	•	 	Excessive tips, i.e., in excess of 15% to 18% of cost of meal or services, excluding
tax
	 
	 	•	 	PC, cell phone, and other vendor support expenses (unless specifically authorized in
the agreement)
	 
	 	•	 	Meals not directly required to do business on the AT&T account (e.g. vendors cannot
voucher lunch with each other simply to talk about AT&T)
	 
	 	•	 	In-flight drinks or meals
	 
	 	•	 	Magazines & newspapers
	 
	 	•	 	Personal entertainment
	 
	 	•	 	Expenses associated with spouses or other travel companions
	 
	 	•	 	Office expenses of vendors
	 
	 	•	 	Surcharges for providing fast service (not related to delivery charges such as
Fedex, UPS, etc.). AT&T expects all vendors to complete the terms of contracts in the
shortest period practicable. Charges for shortening the timeframe in which contracts are
fulfilled are not permissible.
	 
	 	•	 	Expenses to cover meals or expenses for an AT&T employee, whether in a home location
or on official travel
	 
	 	•	 	Travel purchased with prepaid air passes.
	 
	 	•	 	Birthday cakes, lunches, balloons, and other personal celebration/recognition costs
	 
	 	•	 	Break-room supplies for the vendor, such as coffee, creamer, paper products, soft
drinks, snack food
	 
	 	•	 	Water (bottled or dispensed by a vendor), (unless authorized for specific countries
where it is recommended that bottled water is used)
	 
	 	•	 	Clothing, personal care, and toiletries
	 
	 	•	 	Laundry (except when overnight travel is required for 7 or more consecutive nights)
	 
	 	•	 	Flight or rental car insurance
	 
	 	•	 	Flowers, cards and gifts
	 
	 	•	 	Hotel pay-per-view movies, Video Games and/or mini bar items





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.



Confidential Treatment Requested



36









 





SG021306.A.001











	 	•	 	High speed internet access in hotels (added to 3.5)
	 
	 	•	 	Lost luggage
	 
	 	•	 	Traffic or Parking Fines
	 
	 	•	 	Tobacco Products
	 
	 	•	 	Medical supplies
	 
	 	•	 	Membership fees to exercise facilities or social/country clubs
	 
	 	•	 	Movies purchased while on an airplane
	 
	 	•	 	Phone usage on airline unless AT&T business emergency




The failure to comply with the above mentioned restrictions will result in the Company refusing
payment of charges or pursuing restitution from the vendor.




2.0 Responsibilities




     2.1 Vendor’s Responsibility




AT&T’s sponsoring managers will ensure that vendors have been covered on this policy prior
to incurring any expenditure. Vendors and their sponsoring AT&T managers are responsible
for clarifying any questions or uncertainties they may have relative to reimbursable
business expenses.




It is mandatory that financial transactions are recorded in a timely manner. Out-of-pocket
business expense(s) for vendors that are not submitted for reimbursement within 90
calendar days from the date incurred are considered non-reimbursable. Company managers who
are responsible for approving reimbursable expenses of vendors should ensure they are
submitted and approved in a timely manner.



3.0 Travel Policy





Vendors must first consider the feasibility of using videoconferencing or teleconferencing
as an alternative to travel. Travel that is to be reimbursed by AT&T should be incurred
only as necessary and pre-approved by AT&T (unless otherwise authorized in the agreement).




AT&T reserves the right to dispute any expense submittal and if not verifiable as valid may
reject reimbursement. Reimbursements will be made to vendor only after expenses are
verified as valid.



     3.1 Travel Authorization




Travel requiring overnight stays must be pre-approved by the sponsoring AT&T Senior
Manager (5th Level or above) and should be approved only if it is necessary for
the vendor to travel to perform required work.



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.



Confidential Treatment Requested




37









 






SG021306.A.001




     3.2 Travel Reservations




Vendors are expected to procure the most cost efficient travel arrangements, preferably
equivalent to the AT&T discount rate. AT&T does not reimburse for travel purchased with
prepaid air passes.



     3.3 Travel Expense Reimbursement




Vendor travel expenses incurred for company business are reimbursable only as specified in
these guidelines. Travel expenses may include the following:




	 	•	 	Transportation (airfare or other commercial transportation, car rental, personal
auto mileage, taxi and shuttle service)
	 
	 	•	 	Meals and lodging
	 
	 	•	 	Parking and tolls
	 
	 	•	 	Tips/porter service (if necessary and reasonable)
	 
	 	•	 	Vendors who stay with friends or relatives or other vendor employees while on a
Company business trip will NOT be reimbursed for lodging, nor will they be reimbursed
for expenditures made to reciprocate their hospitality by buying groceries, being host
at a restaurant, etc.






The expense must be ordinary and necessary, not lavish or extravagant, in the judgment of
the AT&T sponsoring management. Any reimbursement request must be for actual expenditures
only.



     3.4 Air Travel Arrangements




Vendors must select lowest logical airfare (fares available in the market at the time of
booking, preferably well in advance of trip to attain lowest possible airfare). Vendors
shall book coach class fares for all travel at all times. First class bookings are not
reimbursable. Vendors can request business class when a single segment of flight time (“in
air time” excluding stops, layovers and ground time) is greater than 8 hours providing the
relevant manager pre-approves.



     3.5 Hotel Arrangements




AT&T has established Market-Based Room Rate Guidelines for vendors to reference when making
hotel reservations in the United States (see Addendum A). U.S. vendors traveling outside
the U.S. should reference the GSA, Government Per Diem as a guide:
http://aoprals.state.gov/web920/per_diem.asp. Non-US vendors may use these dollar per diems
as a guide, but any locally specified per diems will take precedence. Vendors are expected
to abide by these guidelines when making hotel arrangements or use specified AT&T preferred
hotels/maximum location rates or reasonably priced hotels outside of the U.S... The AT&T
supplier manager can advise which hotel/max rate to use if there is a hotel in the location
concerned. AT&T will only reimburse vendors up to the established room rate guideline/AT&T
preferred hotel rate in each market, or for actual hotel lodging charges incurred, whichever
is less.




Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.



Confidential Treatment Requested



38









 





SG021306.A.001




There must be a strong business justification for incurring any cost for internet
access, and a request for reimbursement must be accompanied by a detailed explanation
regarding reason for charge.




Note: Vendors must indicate the number of room nights on the transaction line when
invoicing for reimbursement of hotel expenses. Copies of all hotel bills must be made
available for any invoice containing lodging charges.



     3.6 Ground Transportation




While away from their home location overnight, vendors are expected to utilize rapid transit
or local shuttle service. If the hotel provides a complimentary shuttle, vendors are to use
this service before paying for transportation. If complimentary service is not provided a
taxi or other local transportation is reimbursable as a business expense. Tips provided to
taxi drivers cannot exceed 15% of the value of the total fare




A rental car is appropriate when the anticipated business cost is less than that of other
available public transportation. Except to the extent necessary to accommodate several
travelers and/or luggage requirements, vendors will not be reimbursed for automobile rentals
other than economy or mid-sized/intermediate models.




“Loss Damage Waiver” and “Extended Liability Coverage” are not considered reimbursable in
the US. Prepaid fuel or refueling charges at the time of return are not reimbursable.



Rental cars should be refueled before returning to the rental company, since gas purchased
through the rental company carries an expensive refueling service charge.



     3.7 Use of Personal Vehicle




When use of personal vehicle is required, the current locally approved mileage rate for
miles driven for the business portion of the trip should be the maximum used to determine
the amount to be reimbursed.


     3.8 Parking




If airport parking is necessary, vendors must use long term parking facilities. Additional
costs for short term, valet or covered parking are not reimbursable.



     3.9 Entertainment




Entertainment expense is not reimbursable to vendors. Entertainment includes meal expense
involving AT&T personnel, golf fees, tickets to events and related incidental expenses.
Hotel charges for a pay-per-view movie, individual sightseeing tours, or other individual
activities (i.e., golf, sporting event, movie, etc.) are not reimbursable.




Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.



Confidential Treatment Requested



39









 





SG021306.A.001





     3.10 Laundry and Cleaning




Reasonable laundry charges during business trips of seven or more consecutive nights are
reimbursable based on actual expenses incurred.



     3.11 Communications




	 	•	 	The actual cost of landline telephone calls for AT&T business is reimbursable.
The use of AT&T products is required when available.
	 
	 	•	 	AT&T will not reimburse vendors for cell phone bills unless approved under the
contract. With prior consent of the sponsoring AT&T Senior Manager, only
individual calls that exceed a vendor’s rate plan that are necessary to conduct
business for AT&T may be reimbursed.
	 
	 	•	 	Charges for high speed internet access are not reimbursable unless specifically
approved in the contract.





     3.12 Business Meals (Travel and Non-Travel)




Vendors are expected to find reasonably priced dining alternatives. As a general rule,
vendors are expected to spend USD $42.00 or less per day (or local currency equivalent)
inclusive of tax and gratuity or to abide by the legally specified per diem applicable in
the Vendor’s country. This includes all meals, beverages and refreshments purchased during
the day. Requests for reimbursement should break out the amount for meals and list the
related number of travel days. If breakfast is offered as part of the hotel accommodation
rate, no additional reimbursement will be permitted for breakfast. Vendors may not submit
expenses to cover meals or expenses for an AT&T employee, whether in a home location or on
official travel.




AT&T managers authorizing invoices will be held accountable for ensuring that vendors are
following this policy and are spending Company funds economically.



     3.13 Flowers, Greeting Cards, Gifts and Incentive Awards




The cost of gifts, flowers, birthday lunches, or greeting cards is considered a personal
expense and is not reimbursable. For example, vendors making a donation or providing a gift
for a fund-raiser for AT&T may not submit such an expense to AT&T for reimbursement.



     3.14 Loss or Damage to Personal Property




The Company assumes no responsibility for loss or damage to a vendor’s personal property
during business functions or hours.



     3.15 Publications




Subscriptions to or purchases of magazines, newspapers and other publications are not
reimbursable.



Proprietary and Confidential




This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third

party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested





40











 





SG021306.A.001




Addendum A — AT&T U.S. 2008 Hotel Room Rate Only Guidelines



This Chart applies to the U.S. locations. For Travel outside of the U.S., travelers should exercise
prudent judgment and select reasonably priced hotels, based on local market conditions. Employees
traveling out-side the U.S. should reference the GSA, Government Per Diems as a guide
http://aoprals.state.gov/web920/per_diem.asp U.S. Cities not listed on this Hotel Room Rate Only
Guideline Matrix, default to $110.00 nightly rate. On occasion an AT&T Preferred Property may
exceed the rate guideline for a particular city, but has been added due to tight supply within the
market. However, an alternate Preferred Property within the guideline will be offered and should be
accepted when available.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	2008	 	 	 	 	 	2008	 	 	 	 	 	2008	 	 	 	 	 	2008
	City	 	St	 	Guideline	 	City	 	St	 	Guideline	 	City	 	St	 	Guideline	 	City	 	St	 	Guideline
	Anchorage

	 	AK
	 		***	 	 	Rocky Hill
	 	CT
	 		***	 	 	Shawnee
	 	KS
	 	$	120	 	 	Short Hills
	 	NJ
	 		***	 
	Fairbanks

	 	AK
	 		***	 	 	Stamford
	 	CT
	 		***	 	 	Wichita
	 	KS
	 	$	90	 	 	Somerset
	 	NJ
	 		***	 
	Glennallen

	 	AK
	 		***	 	 	Wallingford
	 	CT
	 		***	 	 	Elizabeth
	 	KY
	 	$	90	 	 	Teaneck
	 	NJ
	 		***	 
	Ketchikan

	 	AK
	 		***	 	 	Washington
	 	DC
	 		***	 	 	Hopkinsville
	 	KY
	 	$	90	 	 	Tinton Falls
	 	NJ
	 		***	 
	Kodiak

	 	AK
	 		***	 	 	Wilmington
	 	DE
	 		***	 	 	Louisville
	 	KY
	 	$	135	 	 	Warren
	 	NJ
	 		***	 
	Birmingham

	 	AL
	 		***	 	 	Boynton Beach
	 	FL
	 		***	 	 	Covington
	 	LA
	 	$	90	 	 	Whippany
	 	NJ
	 		***	 
	Huntsville

	 	AL
	 		***	 	 	Fort Lauderdale
	 	FL
	 		***	 	 	Metairie
	 	LA
	 	$	140	 	 	Woodcliff Lake
	 	NJ
	 		***	 
	Montgomery

	 	AL
	 		***	 	 	Gainsville
	 	FL
	 		***	 	 	New Orleans
	 	LA
	 	$	140	 	 	Las Vegas
	 	NV
	 		***	 
	Fayetteville

	 	AR
	 		***	 	 	Jacksonville
	 	FL
	 		***	 	 	Shreveport
	 	LA
	 	$	95	 	 	Reno
	 	NV
	 		***	 
	Little Rock

	 	AR
	 		***	 	 	Lake City
	 	FL
	 		***	 	 	Boston
	 	MA
	 	$	300	 	 	Albany
	 	NY
	 		***	 
	VanBuren

	 	AR
	 		***	 	 	Lake Mary
	 	FL
	 		***	 	 	Cambridge
	 	MA
	 	$	279	 	 	Fishkill
	 	NY
	 		***	 
	Chandler

	 	AZ
	 		***	 	 	Lakeland
	 	FL
	 		***	 	 	Dedham
	 	MA
	 	$	155	 	 	Jamaica
	 	NY
	 		***	 
	Mesa

	 	AZ
	 		***	 	 	Maitland
	 	FL
	 		***	 	 	Lowell
	 	MA
	 	$	120	 	 	New York
	 	NY
	 		***	 
	Phoenix

	 	AZ
	 		***	 	 	Miami
	 	FL
	 		***	 	 	Marlborough
	 	MA
	 	$	175	 	 	Plainview
	 	NY
	 		***	 
	Scottsdale

	 	AZ
	 		***	 	 	Miami Beach
	 	FL
	 		***	 	 	Stoughton
	 	MA
	 	$	160	 	 	Rochester
	 	NY
	 		***	 
	Tempe

	 	AZ
	 		***	 	 	Orlando
	 	FL
	 		***	 	 	Annapolis
	 	MD
	 	$	155	 	 	Rockville Center
	 	NY
	 		***	 
	Tucson

	 	AZ
	 		***	 	 	Orange Pk
	 	FL
	 		***	 	 	Greenbelt
	 	MD
	 	$	176	 	 	Vestal
	 	NY
	 		***	 
	Anaheim

	 	CA
	 		***	 	 	Palm Beach
	 	FL
	 		***	 	 	Clinton
	 	MI
	 	$	90	 	 	White Plains
	 	NY
	 		***	 
	Buena Park

	 	CA
	 		***	 	 	Plantation
	 	FL
	 		***	 	 	ComstockPark
	 	MI
	 	$	90	 	 	Woodbury
	 	NY
	 		***	 
	Burbank

	 	CA
	 		***	 	 	Saint Augustine
	 	FL
	 		***	 	 	Detroit
	 	MI
	 	$	120	 	 	Tarrytown
	 	NY
	 		***	 
	Burlingame

	 	CA
	 		***	 	 	Spring Hill
	 	FL
	 		***	 	 	Lansing
	 	MI
	 	$	120	 	 	Centerville
	 	OH
	 		***	 
	Cerritos

	 	CA
	 		***	 	 	Sunrise
	 	FL
	 		***	 	 	Livonia
	 	MI
	 	$	90	 	 	Chillicothe
	 	OH
	 		***	 
	Chico

	 	CA
	 		***	 	 	Tallahassee
	 	FL
	 		***	 	 	Marquette
	 	MI
	 	$	90	 	 	Cleveland
	 	OH
	 		***	 
	City of Industry

	 	CA
	 		***	 	 	Tamarac
	 	FL
	 		***	 	 	Saginaw
	 	MI
	 	$	90	 	 	Columbus
	 	OH
	 		***	 
	Coronado

	 	CA
	 		***	 	 	Tampa
	 	FL
	 		***	 	 	Southfield
	 	MI
	 	$	140	 	 	Dayton
	 	OH
	 		***	 
	Costa Mesa

	 	CA
	 		***	 	 	West Palm Beach
	 	FL
	 		***	 	 	Bloomington
	 	MN
	 	$	135	 	 	Dublin
	 	OH
	 		***	 
	Cupertino

	 	CA
	 		***	 	 	Albany
	 	GA
	 		***	 	 	Deluth
	 	MN
	 	$	90	 	 	Grove City
	 	OH
	 		***	 
	Dublin

	 	CA
	 		***	 	 	Alpharetta
	 	GA
	 		***	 	 	Minneapolis
	 	MN
	 	$	135	 	 	Miamisburg
	 	OH
	 		***	 





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its
Affiliates, and third party representatives, and Supplier except under written agreement by the
contracting Parties.




Confidential Treatment Requested


CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.





41









 





SG021306.A.001




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	2008	 	 	 	 	 	2008	 	 	 	 	 	2008	 	 	 	 	 	2008
	City	 	St	 	Guideline	 	City	 	St	 	Guideline	 	City	 	St	 	Guideline	 	City	 	St	 	Guideline
	Emeryville

	 	CA
	 		***	 	 	Atlanta
	 	GA
	 		***	 	 	Branson
	 	MO
	 		***	 	 	North Olmsted
	 	OH
	 		***	 
	Eureka

	 	CA
	 		***	 	 	Brunswick
	 	GA
	 		***	 	 	Bridgeton
	 	MO
	 		***	 	 	Reynoldsburg
	 	OH
	 		***	 
	Fresno

	 	CA
	 		***	 	 	Buckhead
	 	GA
	 		***	 	 	Creve Coeur
	 	MO
	 		***	 	 	Richfield
	 	OH
	 		***	 
	Glendale

	 	CA
	 		***	 	 	Carrollton
	 	GA
	 		***	 	 	Jefferson City
	 	MO
	 		***	 	 	Youngstown
	 	OH
	 		***	 
	Hayward

	 	CA
	 		***	 	 	Columbus
	 	GA
	 		***	 	 	Joplin
	 	MO
	 		***	 	 	Oklahoma City
	 	OK
	 		***	 
	Hollywood

	 	CA
	 		***	 	 	Conyers
	 	GA
	 		***	 	 	Kansas City
	 	MO
	 		***	 	 	Tulsa
	 	OK
	 		***	 
	Irvine

	 	CA
	 		***	 	 	Griffin
	 	GA
	 		***	 	 	Lees Summit
	 	MO
	 		***	 	 	Portland
	 	OR
	 		***	 
	La Jolla

	 	CA
	 		***	 	 	Newnan
	 	GA
	 		***	 	 	Saint Louis
	 	MO
	 		***	 	 	Tigard
	 	OR
	 		***	 
	La Mirada

	 	CA
	 		***	 	 	Savannah
	 	GA
	 		***	 	 	Springfield
	 	MO
	 		***	 	 	Audubon
	 	PA
	 		***	 
	Long Beach

	 	CA
	 		***	 	 	Valdosta
	 	GA
	 		***	 	 	Clinton
	 	MS
	 		***	 	 	Essington
	 	PA
	 		***	 
	Los Angeles

	 	CA
	 		***	 	 	Waycross
	 	GA
	 		***	 	 	Jackson
	 	MS
	 		***	 	 	Harrisburg
	 	PA
	 		***	 
	Milpitas

	 	CA
	 		***	 	 	Woodstock
	 	GA
	 		***	 	 	Tupelo
	 	MS
	 		***	 	 	King of Prussia
	 	PA
	 		***	 
	Modesto

	 	CA
	 		***	 	 	Honolulu
	 	HI
	 		***	 	 	Asheville
	 	NC
	 		***	 	 	Philadelphia
	 	PA
	 		***	 
	Montebello

	 	CA
	 		***	 	 	Kailua Kona
	 	HI
	 		***	 	 	Burlington
	 	NC
	 		***	 	 	Pittsburgh
	 	PA
	 		***	 
	Ontario

	 	CA
	 		***	 	 	Clive
	 	IA
	 		***	 	 	Carolina Beach
	 	NC
	 		***	 	 	Wayne
	 	PA
	 		***	 
	Orange

	 	CA
	 		***	 	 	Desmoines
	 	IA
	 		***	 	 	Charlotte
	 	NC
	 		***	 	 	Charleston
	 	SC
	 		***	 
	Pasadena

	 	CA
	 		***	 	 	Johnston
	 	IA
	 		***	 	 	Durham
	 	NC
	 		***	 	 	Florence
	 	SC
	 		***	 
	Pleasanton

	 	CA
	 		***	 	 	Urbandale
	 	IA
	 		***	 	 	Fayetteville
	 	NC
	 		***	 	 	Dakota Dunes
	 	SD
	 		***	 
	Rancho Cordova

	 	CA
	 		***	 	 	Alsip
	 	IL
	 		***	 	 	Gastonia
	 	NC
	 		***	 	 	Knoxville
	 	TN
	 		***	 
	Red Bluff

	 	CA
	 		***	 	 	Arlington Heights
	 	IL
	 		***	 	 	Goldsboro
	 	NC
	 		***	 	 	Memphis
	 	TN
	 		***	 
	Riverside

	 	CA
	 		***	 	 	Bourbonnais
	 	IL
	 		***	 	 	Jacksonville
	 	NC
	 		***	 	 	Nashville
	 	TN
	 		***	 
	Rocklin

	 	CA
	 		***	 	 	Champaign
	 	IL
	 		***	 	 	Laurinburg
	 	NC
	 		***	 	 	Arlington
	 	TX
	 		***	 
	Sacramento

	 	CA
	 		***	 	 	Chicago
	 	IL
	 		***	 	 	Triangle Park
	 	NC
	 		***	 	 	Austin
	 	TX
	 		***	 
	San Diego

	 	CA
	 		***	 	 	Collinsville
	 	IL
	 		***	 	 	Omaha
	 	NE
	 		***	 	 	Corpus Christi
	 	TX
	 		***	 
	San Francisco

	 	CA
	 		***	 	 	Crystal Lake
	 	IL
	 		***	 	 	Basking Ridge
	 	NJ
	 		***	 	 	Dallas
	 	TX
	 		***	 
	San Gabriel

	 	CA
	 		***	 	 	Gurnee
	 	IL
	 		***	 	 	Bernardsville
	 	NJ
	 		***	 	 	El Paso
	 	TX
	 		***	 
	San Jose

	 	CA
	 		***	 	 	Hoffman Estates
	 	IL
	 		***	 	 	Bridgewater
	 	NJ
	 		***	 	 	Frisco
	 	TX
	 		***	 
	San Leandro

	 	CA
	 		***	 	 	Joliet
	 	IL
	 		***	 	 	Cranbury
	 	NJ
	 		***	 	 	Houston
	 	TX
	 		***	 
	San Luis Obispo

	 	CA
	 		***	 	 	Libertyville/Vernon H
	 	IL
	 		***	 	 	Eatontown
	 	NJ
	 		***	 	 	Lubbock
	 	TX
	 		***	 
	San Mateo

	 	CA
	 		***	 	 	Lisle/Naperville
	 	IL
	 		***	 	 	Edison
	 	NJ
	 		***	 	 	Mcallen
	 	TX
	 		***	 
	San Ramon

	 	CA
	 		***	 	 	Matteson
	 	IL
	 		***	 	 	Elizabeth
	 	NJ
	 		***	 	 	Plano
	 	TX
	 		***	 
	Santa Ana

	 	CA
	 		***	 	 	Oakbrook/ Downers G
	 	IL
	 		***	 	 	Fair Lawn
	 	NJ
	 		***	 	 	Richardson
	 	TX
	 		***	 
	Santa Monica

	 	CA
	 		***	 	 	Ofallon
	 	IL
	 		***	 	 	Florham Park
	 	NJ
	 		***	 	 	San Antonio
	 	TX
	 		***	 
	Temecula

	 	CA
	 		***	 	 	Orland Park
	 	IL
	 		***	 	 	Iselin
	 	NJ
	 		***	 	 	The Woodlands
	 	TX
	 		***	 





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its
Affiliates, and third party representatives, and Supplier except under written agreement by the
contracting Parties.




Confidential Treatment Requested



CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




42









 





SG021306.A.001





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	2008	 	 	 	 	 	2008	 	 	 	 	 	2008	 	 	 	 	 	2008
	City	 	St	 	Guideline	 	City	 	St	 	Guideline	 	City	 	St	 	Guideline	 	City	 	St	 	Guideline
	Torrance

	 	CA
	 	 	***	 	 	Peoria
	 	IL
	 	 	***	 	 	Mahwah
	 	NJ
	 	$	200	 	 	Salt Lake City
	 	UT
	 	 	***	 
	Universal City

	 	CA
	 	 	***	 	 	Schaumburg
	 	IL
	 		***	 	 	Morristown
	 	NJ
	 	$	176	 	 	Arlington
	 	VA
	 	 	***	 
	Walnut Creek

	 	CA
	 	 	***	 	 	Willowbrook
	 	IL
	 	 	***	 	 	Mt. Laurel
	 	NJ
	 	$	135	 	 	Chantilly
	 	VA
	 	 	***	 
	West Sacramento

	 	CA
	 	 	***	 	 	Carmel
	 	IN
	 	 	***	 	 	Paramus
	 	NJ
	 	$	165	 	 	Chester
	 	VA
	 	 	***	 
	Colorado Springs

	 	CO
	 	 	***	 	 	Columbus
	 	IN
	 	 	***	 	 	Parsippany
	 	NJ
	 	$	200	 	 	Fairfax
	 	VA
	 	 	***	 
	Denver

	 	CO
	 	 	***	 	 	Elkhart
	 	IN
	 	 	***	 	 	Piscataway
	 	NJ
	 	$	155	 	 	Falls Church
	 	VA
	 	 	***	 
	Englewood

	 	CO
	 	 	***	 	 	Evansville
	 	IN
	 	 	***	 	 	Princeton
	 	NJ
	 	$	135	 	 	Glen Allen
	 	VA
	 	 	***	 
	Greenwood Village

	 	CO
	 	 	***	 	 	Indianaplis
	 	IN
	 	 	***	 	 	Red Bank
	 	NJ
	 	$	140	 	 	Herndon
	 	VA
	 	 	***	 
	Pueblo

	 	CO
	 	 	***	 	 	South Bend
	 	IN
	 	 	***	 	 	Saddle Brook
	 	NJ
	 	$	165	 	 	Norfolk
	 	VA
	 	 	***	 
	New Haven

	 	CT
	 	 	***	 	 	 	 	 	 	 	***	 	 	Saddle River
	 	NJ
	 	$	200	 	 	Richmond
	 	VA
	 	 	***	 
	Sandston

	 	VA
	 	 	***	 	 	Bothell
	 	WA
	 	 	***	 	 	Tacoma
	 	WA
	 	$	250	 	 	Oak Creek
	 	WI
	 	 	***	 
	Sterling

	 	VA
	 	 	***	 	 	Kirkland
	 	WA
	 	 	***	 	 	Tukwila
	 	WA
	 	$	210	 	 	Racine
	 	WI
	 	 	***	 
	Tysons Corner

	 	VA
	 	 	***	 	 	Lynnwood
	 	WA
	 	 	***	 	 	Woodinville
	 	WA
	 	$	180	 	 	Charleston
	 	WV
	 	 	***	 
	Vienna

	 	VA
	 	 	***	 	 	Redmond
	 	WA
	 	 	***	 	 	Appleton
	 	WI
	 	$	90	 	 	Seattle
	 	WA
	 	 	***	 
	Bellevue

	 	WA
	 	 	***	 	 	Madison
	 	WI
	 	 	***	 	 	Brookfield
	 	WI
	 	$	120	 	 	Spokane
	 	WA
	 	 	***	 






Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its
Affiliates, and third party representatives, and Supplier except under written agreement by the
contracting Parties.




Confidential Treatment Requested


CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.





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