exv10w1






Exhibit 10.1




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confidential treatment filed separately with the Securities and Exchange Commission




AGREEMENT



BY AND BETWEEN




INTERXION (SCHWEIZ) AG

SÄGEREISTRASSE 29

8152 GLATTBRUGG



AND




BEACON SOLUTIONS AG

GLARNERSTRASSE 88

8854 SIEBNEN SZ



FOR DESIGN AND CONSTRUCTION



OF



THE DATA CENTER “ZUR 1.3”



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Table of Contents



0. Definitions and interpretation



1. Order of Precedence



2. Object of agreement



3. Preparation of the Works



4. Performance and completion of the Works



5. Changes to the Works



6. Lump Sum Price and payment of Changes



7. Adjustments to the relevant Practical Completion Date



8. Late completion of the Works



9. Contractor’s Representative



10. Employer’s Representative



11. Supervision of the Works



12. Commissioning



13. Final Inspection of the Works and of Changes for the relevant Phase



14. Guarantee of PUE Factor



15. Defect Liability Period



16. Contractor’s Liability



17. Employer’s Liability



18. Intentionally omitted



19. Effective date of the Agreement



20. Insurance



21. Force Majeure



22. Suspension of Obligations and Termination of the Agreement




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23. Representations and Warranties



24. Notices; Representatives



25. Assignment



26. Sub-contracting



27. Confidentiality



28. Miscellaneous



29. Dispute and Applicable Law



30. Appendices




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This AGREEMENT (hereinafter referred to as “the Agreement”) made on this 5th
November 2009 at Zurich, Switzerland, is entered into




BY AND BETWEEN



Interxion (Schweiz) AG a company organised and existing under the laws of Switzerland having its
registered office at Sägereistrasse 29, 8152 Glattbrugg, Schweiz, represented in this act by its
duly authorised legal representative, {*.}




(Hereinafter referred to as the “Employer”)



—
AND —



BEACON Solutions AG, a company organised and existing under the laws of Switzerland, having its
registered office at Glarnerstrasse 88, 8854 Siebnen SZ represented in this act by its duly
authorised legal representatives, {*.}



(Hereinafter referred to as the “Contractor”)



(Hereinafter Employer and Contractor are collectively referred to as the “Parties”)




WHEREAS:





	 	a)	 	The Employer wishes to have performed certain Works (as defined below) for the
construction of a Data Center (as defined below) at Sägereistrasse 29, 8152 Glattbrugg,
Switzerland (also named “Zur1.3”) for which he has issued to the Contractor his
requirements (as reflected in Appendix 1 “Employer’s Requirements”) for the design,
performance and the completion of the Works;
	 
	 	b)	 	The construction of the Data Center will be subdivided into two phases:






	 	(i)	 	Phase 1 (as defined below); and
	 
	 	(ii)	 	Phase 2 (as defined below)






	 	c)	 	The Employer wants to have certainty about the total cost of the Works prior to
commencing the Works, as well as about the time of completion of the Works and is
therefore only interested in the performance and completion of the Works by the Contractor
if the Contractor can warrant that
performance and completion of the Works will be done for the Lump Sum Price, in
accordance with the Time Schedule and in accordance with the maximum agreed PUE Factor of
{*} (as defined below);





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	 	d)	 	The Contractor, having received the Employer’s Requirements (as defined below), has
submitted to the Employer a Proposal (as defined below) to perform and complete the Works
in accordance with these requirements and the Floor Plan (as defined below).





THEREFORE THE PARTIES AGREE AS FOLLOWS





	0.	 	Definitions and interpretation





	 	 	 
	 
	 	 
	Changes:

	 	The alteration or modification of or the
addition to the scope of the Works, including
but not limited to:
	 
	 	 
	 

	 	•   the addition, omission or
substitution of (any part of) the Works;

	 
	 	 
	 

	 	•   the alteration of the nature or
standard of any materials or goods to be used
in the performance and completion of the
Works;

	 
	 	 
	 

	 	•   the removal from the Site of (any
part of) the Works or materials or goods
brought thereon by the Contractor for the
purposes of the Works.

	 
	 	 
	Change Request:

	 	A written request from Employer for an offer
from Contractor to perform certain Changes, a
copy of which is attached as Appendix 8.
	 
	 	 
	Contract Commencement Date:

	 	The signing date of this Agreement.
	 
	 	 
	Contract Documents:

	 	This Agreement together with the Appendices
as listed in the Agreement.
	 
	 	 
	Construction Period:

	 	The Period starting on the Contract
Commencement Date and ending on the Practical
Completion of Phase 2.
	 
	 	 
	Contractor’s Representative:

	 	The person, named in clause 24.3 of the
Agreement, employed, or otherwise engaged by
the Contractor for the purpose of receiving
of issuing of all applications, consents,
instructions, notices, requests or statements
or other acts with regard to the Agreement,
in accordance with clause 9, or such other
person as the Contractor may appoint in his
place.
	 
	 	 
	Data Centre:

	 	The combination of the Site, structural and
electrical infrastructure and operational
management at the Site necessary for Employer
to provide his services to his customers.






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	Design Documents:

	 	A set of documents, including the Employer’s
Requirements and the drawings and
specifications as prepared by the Contractor
prior to the commencement of the Works showing
the detailed structural design of the Works,
the mechanical and electrical design, as well
as the product specifications of all the
equipment installed by the Contractor as part
of the Works.
	 
	 	 
	Defect Liability Period:

	 	A period starting, for each of the two Phases
separately, on the date of the Practical
Completion Certificate for the relevant Phase
and ending in accordance with clause 15 below,
for the duration of which the Contractor
guarantees all Works of the relevant Phase to
be free from any defects.
	 
	 	 
	Electronic Message:

	 	A set of segments, prepared in a computer
readable format and capable of being
automatically and unambiguously processed, sent
through the internet.
	 
	 	 
	Employer’s Representative:

	 	The person, named in clause 24.3 of the
Agreement, employed, or otherwise engaged by
the Employer for the purpose of receiving or
issuing of all applications, consents,
instructions, notices, requests or statements
or other acts with regard to the Agreement, in
accordance with and subject to clause 10, or
such other person as the Employer may appoint
in his place.
	 
	 	 
	Employer’s Requirements:

	 	Appendix 1 to the Agreement.
	 
	 	 
	Floor Plan:

	 	Appendix 6 to the Agreement, outlining the
basic structural design of the Site as well as
its sizing.
	 
	 	 
	Insurance Certificate:

	 	Appendix 11 to this Agreement.
	 
	 	 
	Insured Risks:

	 	Loss or damage by dust, water, vibration, fire,
storm, lightning, flood, earthquake, explosion,
non-hostile aircraft and parts of aircraft and
articles dropped from such aircraft, riot and
civil commotion, malicious damage, bursting and
overflowing of water pipes, tanks and other
apparatus and impact by road vehicles, and such
other risks as would be prudent for a
Contractor, acting reasonably and in accordance
with industry standards, to insure against.






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	Lump Sum Price:

	 	The total and exclusive compensation for
the performance, completion and handing
over of the Works and all relating
services by the Contractor, including any
duties payable to local or national
authorities, and composed of a lump sum
amount for Phase 1 and a lump sum amount
for Phase 2.
	 
	 	 
	Minor Defects:

	 	Defects in the Works that are of trivial
nature only and that do not prevent
Practical Completion, and do not have any
adverse effect on the ability of the
Employer to commence the commissioning of
and/or to operate the Data Centre.
	 
	 	 
	Operating and Maintenance
	 	 
	Documentation and as-Built
	 	 
	drawings:

	 	Appendix 13 to this Agreement.
	 
	 	 
	Payment Schedule:

	 	Appendix 5 to the Agreement.
	 
	 	 
	Phase 1:

	 	The phase including the design,
preparation, performance, completion and
inspection of such part of the Works as
further described in Appendix 1,
including all relating ancilliary or
completing works and services, and as to
be rendered by the Contractor in
observance of the Practical Completion
Date for Phase 1 as set forth in the Time
Schedule, with the following material
contents: {*}
	 
	 	 
	Phase 2:

	 	The phase including the design,
preparation, performance, completion and
inspection of such part of the Works as
further described in Appendix 1,
including all relating ancilliary or
completing works and services, and as to
be rendered by the Contractor in
observance of the Practical Completion
Date for Phase 2 as set forth in the Time
Schedule, with the following material
contents: {*}
	 
	 	 
	PUE Factor:

	 	Yearly average power usage efficiency
factor designating the ratio of total
amount of power used by the Data Centre
facility to the power delivered to the IT
equipment and to be measured in
accordance with the specification and
procedure as set forth in clause 14 of
the Agreement.







	 	 	 
	Proposal:

	 	The offer, attached as Appendix 2, of the
Contractor for performing and completing
the Works as per the Employer’s
Requirements.






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	Practical Completion:

	 	Means that the Works for the relevant
Phase (i.e., as applicable, Phase 1 or
Phase 2) have been carried out to such a
stage and degree that they can be taken
over and that such Works and the Data
Center can be fully used by the Employer
for their intended purpose and that any
items of work or supply then outstanding
or any defects then patent are of a
trivial nature only and are such that
their completion or rectification does
not interfere with or interrupt the
commissioning and the use of the Works
and/or the Data Center.
	 
	 	 
	Practical Completion Certificate:

	 	The certificate issued by the Employer
as per clause 13.8 of the Agreement.
	 
	 	 
	Practical Completion Date:

	 	The relevant date on which all the Works
for the individual Phase (i.e., as
applicable, Phase 1 or Phase 2)
necessary to achieve Practical
Completion should be completed by the
Contractor as agreed by the Parties and
stipulated in the Time Schedule (as set
out in Appendix 3). Both the Practical
Completion Date for Phase 1 and the
Practical Completion Date for Phase 2
are binding for the Contractor.
	 
	 	 
	Purchase Order:

	 	The document used by the Employer to
accept the offer from the Contractor to
perform additional work or charges, a
copy of which is attached as Appendix 9.
	 
	 	 
	Retention Sum:

	 	{*} of each amount due pursuant to the
Payment Schedule.
	 
	 	 
	Site:

	 	Location where the Works are performed;
being {*} (Zur1.3).
	 
	 	 
	Site’s access procedure

	 	Appendix 12 to this Agreement.
	 
	 	 
	Time Schedule:

	 	Appendix 3 to the Agreement.
	 
	 	 
	Works:

	 	Any demolition and construction works or
other services necessary to construct a
Data Centre at the Site in accordance
with the specifications in the Design
Documents and the Employer’s
Requirements.








 




			
	(1)	 	The headings to clauses and Appendices to this Agreement are inserted for convenience only
and shall not affect the interpretation or construction of this Agreement.





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	(2)	 	Words and definitions importing the singular shall include the plural and vice versa.
	 
	(3)	 	References to clauses and Appendices are references to the relevant clauses in and Appendices
to this Agreement.
	 
	(4)	 	No general terms and conditions of the Contractor are applicable as between the Parties.
	 
	1.	 	Order of Precedence
	 
	1.1	 	If there is any discrepancy between the Contract Documents, the order of precedence is: (1)
this Agreement, (2) Employer’s Requirements (Appendix 1), (3) the Design Documents; and (4)
all other Appendices.
	 
	2.	 	Object of agreement
	 
	2.1	 	The object of the Agreement is 1) the performance and completion by the Contractor of the
Works and 2) the payment of the Lump Sum Price by the Employer; all in accordance with the
terms as set forth in the Contract Documents and any alterations thereof pursuant to the
issuance by the Employer and the acceptance by the Contractor of Purchase Orders.
	 
	3.	 	Preparation of the Works
	 
	3.1	 	The Contractor undertakes to prepare and finalise the Design Documents for approval by the
Employer and deliver the same to the Employer in accordance with the Time Schedule. The Design
Documents will be based on and comply with the Employer’s Requirements, the Proposal and the
Time Schedule and will contain, among other things, a factual build out specification for the
Site.
	 
	3.2	 	Instruction by the Employer, including the Employer’s Requirements, shall not relieve the
Contractor from his duty to verify these instructions for correctness, conformity with the
Proposal and expediency in accordance with the Time Schedule or from the responsibility for
his Works. Consequently, if the Contractor has any doubts with respect to the instructions
received, including the Employer’s Requirements, or with the manner in which they are carried
out, then he shall inform the Employer and submit counter-proposals within {*} working days.
	 
	3.3	 	The Employer shall review the Design Documents and notify the Contractor of its written
objections within {*} working days of receipt of the Design Documents as finalised by the
Contractor. The review of the Design Documents by the Employer does not release the Contractor from
his liability for any errors, miscalculations or other mistakes in the Design Documents.





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	3.4	 	The Contractor shall within {*} working days of receipt of the objections of the Employer
to the Design Documents notify the Employer in writing either that it will comply with the
recommendations, if any, made by the Employer or of its further proposals. Upon receipt by the
Employer of such notification, the procedure of clause 3.3 shall be followed.
	 
	3.5	 	On approval by the Employer of the completed Design Documents, the Employer and the
Contractor shall jointly sign off the completed Design Documents. The review and approval of
the Design Documents by the Employer does not release the Contractor from its obligation to
perform and execute the Works in full compliance with this Agreement, including the Employer’s
Requirements and the Time Schedule, and in accordance with the newest state of the technology.
	 
	3.6	 	Except in so far as already applied for by the Employer and/or in so far the Employer by law
is obliged to apply, the Contractor shall obtain all necessary planning permissions, approvals
or equivalent consents, authorisations or licenses required by local laws, rules and
regulations for the performance and completion of the Works according to the Time Schedule.
The Employer or the Contractor, respectively shall at all times insure receipt of these
approvals at such time that this does not create delays in relation to the Time Schedule.
	 
	4.	 	Performance and completion of the Works
	 
	4.1	 	The Contractor shall perform and complete the Works in accordance with the Agreement in
general and the approved Design Documents and the Time Schedule in particular. The Works must
comply with all known scientific and technological standards, knowledge and procedures with
due regard to an economic mode of operation.
	 
	4.2	 	The Contractor shall perform and complete the Works in accordance with the Contract Documents
and all applicable local laws, rules, regulations and codes of practice as applicable from
time to time during the Construction Period and shall ensure that the Site complies with all
applicable local laws, rules, regulations and codes of practice during the Construction Period
as well as at Practical Completion.
	 
	4.3	 	The Contractor shall perform and complete the Works in a good and workmanlike manner, in
accordance with the newest state of the technology and using only suitable good quality
materials and equipment. He warrants that his employees, representatives and sub-contractors
are qualified and of good reputation;
	 
	4.4	 	The Contractor will immediately notify the Employer if he detects any defaults, mistakes,
errors in the design, in the Design Documents, in Employer’s Requirements or in the
performance and completion of the Works.
	 
	4.5	 	In the performance and completion of the Works, the Contractor shall:





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	 	4.5.1	 	at all times comply with the Time Schedule, subject only to the extensions
permitted under clause 7;
	 
	 	4.5.2	 	Co-operate and procure that his employees, representatives and subcontractors
will co-operate with the Employer’s Representative.






	4.6	 	The Contractor shall perform and complete the Works in accordance with the Time Schedule.
	 
	4.7	 	In case of any additions or alterations to the Works (irrespective of whether this is the
result of a Purchase Order), the Contractor shall provide marked up drawings to the Employer’
Representative.
	 
	4.8	 	The Contractor shall prepare a full architectural and technical documentation both in German
and one in English, including drawings and descriptions.
	 
	4.9	 	The Contractor is responsible for the security on-site with regard to the Site, all
materials, tools and equipment used for the performance and completion of the Works and the
safety of all persons present at the Site, until the Practical Completion and subject to
Appendix 12.
	 
	4.10	 	The Contractor has to provide for and use its own power supply during the construction.
Water will be provided by the Employer, or its Landlord, at the Contractor’s expense. Use of
the sewage system during construction will be made available by the Employer or its landlord.
Toilettes or latrines will be provided by the Employer. However, it is the Contractor’s
responsibility to provide for the cleaning of such facilities.
	 
	4.11	 	At any time during the Construction Period, the Contractor is not allowed to use the
Employer’s facilities for its own benefit and staff. The Contractor shall see to it that its
employees, representatives, subcontractors and suppliers will have a site hut at the building
Site for their use, which is in accordance with local regulations.
	 
	4.12	 	The Contractor shall keep the Site clean during the performance and completion of the Works.
Upon Practical Completion, the Contractor shall clean the Site and shall ensure that all
packaging material and remainder of material used during the performance and completion of
the Works is removed. All other materials shall be stored outside the Site.
	 
	4.13	 	The Contractor shall at its own costs apply for, possess and maintain any authorization,
license, registration, and/or permit which is required to enable it to perform the Works. The
Contractor shall comply with the conditions as set forth in such authorization, license or permit
and shall indemnify and keep indemnified the Employer for any claim by a third party in respect of
damages, losses or costs suffered, or for such other costs as incurred by the Employer, due to the
Contractor’s non-compliance with the aforementioned obligations. Solely the Contractor shall be
responsible for all matters concerning his personnel, such as, but not limited to, engagement,
dismissal,





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	 	 	remuneration, holiday pay and sickness benefits, insurances, including social
insurances, taxes transport to and from the Site, board and lodging, etc.





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	5.	 	Changes to the Works
	 
	5.1	 	The Employer has the right, subject to the provisions of this clause and to the Contractor’s
right of objection on reasonable grounds, to issue a request effecting a Change.
	 
	5.2	 	Requests for a Change will be made through a Change Request.
	 
	5.3	 	The Contractor shall within {*} working days after receiving a Change Request notify the
Employer in writing whether he has any objection to the Change. In the absence of such
notification by the Contractor, it shall be deemed to have no objections against the Change
and the Contractor shall provide the Employer within {*} working days from receipt of the
Change Request with an offer to perform the Change, containing:






	 	•	 	The period of time required for the performance and completion of the
Change;
	 
	 	•	 	A cost estimate detailing all specific items related to the Change,
including the pricing for each item required to perform and complete the Change;
	 
	 	•	 	Confirmation whether the performance and completion of the Change will
have an impact on the relevant Practical Completion Date, and if so what that
impact will be.






	5.4	 	Subsequent to receipt of the offer from the Contractor, the Parties will use every effort to
agree on the conditions and a fixed price under which the Change can be performed. The
Parties will also discuss impact of the Change on the relevant Practical Completion Date.
	 
	5.5	 	If the Parties come to an agreement, the Employer will provide the Contractor with a Purchase
Order reflecting the Change, the agreed fixed price and, if applicable, the new Practical
Completion Date. If the Parties do not come to an agreement or if the Employer does not
provide the Contractor with a Purchase Order within {*} calendar days from receipt of the
offer, the Change is deemed not to have been accepted.
	 
	5.6	 	If the Contractor has performed and completed the Change and the actual costs exceed the
lump sum price for the same as reflected in the Purchase Order, the Employer shall not be
responsible for such excess, which shall be borne by the Contractor.
	 
	5.7	 	The Contractor shall use reasonable endeavors to re-use where possible items previously
charged by the Contractor in relation to the performance and completion of the Works and/of
any prior Changes.





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	5.8	 	The Contractor shall perform and complete the Change by the date as reflected in the Purchase
Order.





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	5.9	 	If the Contractor does not submit to the Employer an offer for the Change within the
time-period specified in clause 5.3 or if the Change has not been accepted by the Contractor
or if the Parties do not come to agreement, the Employer can involve a third party to perform
the Change, provided that such third party undertakes to perform its works in full compliance
with all terms and conditions of this Agreement. The Contractor and the Contractor’s
Representative will use best efforts to facilitate the third party and will procure that
their employees, representatives and sub-contractors will do the same.
	 
	6.	 	Lump Sum Price and payment for Changes
	 
	6.1	 	The Lump Sum Price is CHF 25.000.000 (twenty-five million Swiss franc), exclusive of Value
Added Tax. The Lump Sum Price is made up of the following amounts per the individual phase:






	 	•	 	Phase 1: {*};
	 
	 	•	 	Phase 2: {* }.






	 	 	It is explicitly agreed by the Parties that in case that the Employer elects to terminate
this Agreement in accordance with clause 22.4, the entire and exclusive compensation
payable to the Contractor is the lump sum of {* }, subject only to such additional payment
as owed by the Employer under a Purchase Order for an agreed Change as per clause 5.5.
	 
	6.2	 	The Lump Sum Price is the exclusive and sole compensation for the Contractor for all
activities he has to undertake in order to prepare, perform and complete the Works up to the
standards as described in the Employer’s Requirements, the Design Documents, the Proposal and
any other written instrument as exchanged between the Parties prior to or during the
Construction Period.
	 
	6.3	 	The Lump Sum Price shall be paid to the Contractor in accordance with the Payment Schedule.
	 
	6.4	 	All payments shall be effected by bank transfer into the current bank account designated by
the Contractor for this purpose and as it will be reflected on the invoice. The payment term
shall be in accordance with the Payment Schedule and subject to prior approval of the invoice
by the Employer’s Representative.
	 
	6.5	 	The Employer shall retain from each payment the Retention Sum. Upon the issuance of the
Practical Completion Certificate for Phase 2, {*} of the accumulated Retention Sum for Phase 1
and Phase 2 will be released. The final {*} of the accumulated Retention Sum will be released
upon expiry of the Defect Liability Period of Phase 2. If the Employer opts to terminate this
Agreement in accordance with clause 22.4, {*} of the accumulated Retention Sum for Phase 1
will be released upon issuance of the Practical Completion





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	 	 	Certificate for Phase 1. The final
{*} of the accumulated Retention Sum will be released upon expiry of the Defect Liability
Period of Phase 1.





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	6.6	 	In case of any additional work or Changes, the Contractor is only entitled to receive
payment if and to the extent that such additional work or Changes have been performed
pursuant to a duly signed Employer’s Purchase Order and to the extent the invoice is in
accordance with the amount as mentioned on the Purchase Order. Clauses 6.4 and 6.5 apply
to payment for Changes.
	 
	7.	 	Adjustments to the relevant Practical Completion Date
	 
	7.1	 	In the event the performance and completion of the Works or a Change is demonstrably
and exclusively delayed by one or several of the following causes without any fault of
the Contractor:






	 	(a)	 	A breach of this Agreement by the Employer;
	 
	 	(b)	 	Changes in mandatory local rules and regulations that require adjustments
to the performed or completed Works or Changes to the extent the coming into
force of such rules or regulations could not be anticipated by the Contractor;
	 
	 	(c)	 	The performance and completion of an agreed Change Request, for the
number of days as specified at the applicable Purchase Order; and
	 
	 	(d)	 	Force Majeure;






	 	 	then and to the extent that Practical Completion for the relevant Phase is
demonstrably and exclusively delayed due to one or several of such causes, the
relevant Practical Completion Date shall be adjusted by the number of days the
performance and completion of the Works or a Change is delayed as a result of such
cause or causes. An adjustment of the Practical Completion Date of Phase 1 does not
entitle the Contractor to an according adjustment of the Practical Completion Date of
Phase 2. Any other delays for whatever reason do not entitle the Contractor to an
adjustment of the relevant Practical Completion Date.
	 
	7.2	 	As soon as it becomes reasonably apparent that the progress of the Works is being or is
likely to be delayed for any reason, the Contractor shall forthwith give written notice
to the Employer of the cause or causes of the delay and an estimate of the expected
delay in the performance and completion of the Works. Failure to do so results in the
Contractor being prevented to claim for an adjustment of the relevant Practical
Completion Date.
	 
	8.	 	Late completion of the Works
	 
	8.1	 	If the Contractor fails to meet the relevant Practical Completion Date, it shall,
without notice or warning, be in default, and it shall pay to the Employer a penalty of
{*} of the relevant Lump Sum Price for each





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	 	 	calendar day that the relevant Practical
Completion Date is exceeded. The maximum amount of the penalty will not exceed {*}.
	 
	8.2	 	Any such penalties shall be payable weekly in arrears with the last payment to be made
on the date Practical Completion for the relevant Phase is finally achieved by the
Contractor.





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	8.3	 	The Employer shall be entitled to payment of the penalty without prejudice to any
of its other rights or claims to or for compensation, including its right to claim
performance of any or all obligation(s) in conformity with the Agreement, Employer’s
right to claim damages and Employer’s right to terminate the Agreement.
	 
	8.4	 	The Employer may offset the amount of the penalty against any amount payable by the
Employer to the Contractor or its successor or assignee.
	 
	8.5	 	The mere fact that the Employer does not expressly insist on the payment of any
accrued penalties prior to, upon or immediately after the performance by Contractor
of the delayed Works shall not constitute a waiver of the Employer’s right to
request the payment of all accrued penalties and the Employer shall continue to be
entitled to request all accrued penalties also after Practical Completion of the
relevant phase has been achieved by the Contractor.
	 
	9.	 	Contractor’s Representative
	 
	9.1	 	The Works shall be carried out by a team of professionals, appointed and directed
by the Contractor under his exclusive responsibility. The Contractor shall appoint a
Contractor’s Representative, who will be fluent in both German and English and who
will manage day-to-day operations at the Site (which includes the direct management
of employees, representatives and sub-contractors working on the Site on behalf of
the Contractor).
	 
	9.2	 	The Contractor’s Representative is responsible for the finalization of the Design
Documents, the supervision of the performance and completion of the Works in
accordance with the Design Documents. The Contractor’s Representative shall be sole
representative of the Contractor, authorized to sign certificates in respect of
performance and completion of Works and Changes.
	 
	9.3	 	The Contractor’s Representative shall be the Contractor’s sole interlocutor with
Employer’s Representative in respect of all technical and operational issues arising
in connection with the performance and completion of the Works and, prior to issuing
the certificates, shall consult and seek to reach agreement with the Employer’s
Representative on any of these matters.
	 
	10.	 	Employer’s Representative
	 
	10.1	 	The Employer’s Representative is German and English speaking and writing qualified
professional.





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	10.2	 	The Employer’s Representative shall be the Employer’s sole interlocutor with the
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	 	 	issues, arising in connection with the performance and completion of the Works.
	 
	10.3	 	The Employer’s Representative shall be authorized to enter into agreements with the
Contractor’s Representative regarding all technical and business issues arising in
connection with the performance and completion of the Works subject to the exception of
clause 10.4. His signature on any certificates issued by the Contractor’s Representative
shall be proof of the Employer’s approval of matters therein, subject to the exception of
clause 10.4.
	 
	10.4	 	The Contractor herewith acknowledges that the Employer’s Representative has no authority
under any circumstances to represent the Employer in agreeing to Changes. All Change
Requests must be signed by both the Employer’s Managing Director and the Executive Vice
President Operations {*}, in order to be binding on the Employer.
	 
	11. 	 	 Supervision of the Works
	 
	11.1	 	The Contractor shall provide for transparent and up-to-date administration of the
performance and completion of the Works and of the Changes, which administration will be
maintained in German.
	 
	11.2	 	The Contractor shall keep a daily German-written logbook recording the progress of the
Works and Changes, all relevant events related to the performance and completion of the
Works and Changes and of any deviations from the Design Documents. The Employer and the
Employer’s Representative may at any time during the Construction Period consult the
logbook and require copies. A full copy of the logbook is handed over to the Employer
upon Practical Completion.
	 
	11.3	 	The Contractor’s Representative and the Employer’s Representative shall meet at least
once a week to check daily logbooks, to monitor and discuss the progress of the Works and
the Changes and to discuss any other relevant subject. In the event that either of the
Parties requests intermediate meetings, any such additional meeting(s) shall be arranged
within three days from a written notice to that effect. All meetings will be held at the
Site unless the Contractor’s Representative and the Employer’s Representative agree to
meet at another location.
	 
	11.4	 	Draft minutes of each meeting shall be prepared by or under the responsibility of the
Contractor’s Representative. The draft minutes shall be sent to the Employers’
Representative as early as possible prior to the next meeting and, if agreed upon by the
Employer’s Representative, signed by both the Contractor’s Representative and the
Employer’s Representative. Only by undersigning the minutes of a meeting will they be
deemed to have been accepted by the Employer.





 

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	11.5	 	All written correspondence between the Parties shall be incorporated in the next succeeding
meeting minutes.





 

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	11.6	 	For clarity sake, the Employer shall have access to the Site (without consent being required
from the Contractor) at all time and without any delay.
	 
	12.	 	Commissioning
	 
	12.1	 	As soon as all Site constructions and the installation (incl. equipment specific testing)
of the equipment for the relevant Phase have been duly completed by the Contractor and the
Works (incl. any Changes) for this Phase are ready for commissioning, the Contractor shall
notify the Employer thereof in writing. The Employer shall receive this notification prior
to the Start of Commissioning date {*} as specified in the Time Schedule.
	 
	12.2	 	The Contractor shall be responsible for the initial start-up of the equipment and the
commissioning, which shall be conducted by him in accordance with the Employer’s
instruction and the rules set forth in Appendix 14, including the DER version 3.1 as
referenced in Appendix 1, and shall be started no later than the Start of Commissioning
date and be concluded prior to the Practical Completion Date as specified in the Time
Schedule.
	 
	12.3	 	The Contractor shall, as an integrated part of the commissioning,






	 	•	 	make all checks, testing, measurements and recordings necessary to
assess whether the Works (and any Changes), including all systems and
sub-systems, fully comply with the contractual specifications and required
performance criteria;
	 
	 	•	 	make all such adaptations, rectifications and adjustments with
respect to any defects, malfunctioning or problems observed during
commissioning, so to bring the Works (and any Changes) in compliance with the
contractual specifications and required performance criteria and as necessary
for enabling the Employer to take up problem-free Data Centre operations as of
the Practical Completion Date.
	 
	 	•	 	make all such further checks, testing, measurements and recordings
as necessary to duly establish and document that the Works (and any Changes),
including all systems and sub-systems, fully comply with the contractual
specifications and required performance criteria, and submit such documentation
and test protocols to the Employer as a basis for the Final Inspection.






	12.4	 	Upon completion of commissioning (including the submission of the documentation and test
protocols to the Employer) the Contractor shall give written notification to the Employer
that the Works (and any Changes) of the relevant Phase are ready for Final Inspection.
	 
	13.	 	Final Inspection of the Works and of Changes for the relevant Phase





 

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	13.1	 	As soon as practical upon the Contractor’s notice in compliance with clause 12.4 the
Parties shall proceed to the Final Inspection and jointly inspect the





 

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	 	 	Works (and any Changes), perform such further checks and tests of the systems,
sub-systems and equipment as necessary for such purpose.
	 
	13.2	 	Unless the Employer finds defects (including any deficiencies, shortcomings or any other
problems of a technical or structural nature in the Works) other than Minor Defects or
finds outstanding items of work or supply which are not of trivial nature only, he will
confirm the handover of the Works within five working days after the joint inspection.
	 
	13.3	 	If the Employer does not agree with the handover of the Works due to defects other than
Minor Defects or outstanding items of work or supply which are not of trivial nature only,
he will within {*} working days of the inspection inform the Contractor thereof in writing
and provide the Contractor with a list of such defects and outstanding items.
	 
	13.4	 	The Contractor shall immediately take all necessary steps and actions to correct these
defects and/or procure the outstanding items as soon as possible. Upon completion he shall
set a new date for inspection and invite the Employer for a renewed inspection, whereupon
the procedure as per clauses 13.2 and 13.3 applies.
	 
	13.5	 	If the Employer agrees with the handover of the Works upon Final Inspection (or, as
applicable, the repeated inspection as per clause 13.4):






	 	13.5.1	 	the Employer will provide to the Contractor with a list outlining the Minor
Defects and the minor outstanding items as observed during the inspection;
	 
	 	13.5.2	 	the Contractor will make available a complete set of drawings reflecting in
detail the structural and electrical design of the Site upon the handover of the
Works.
	 
	 	13.5.3	 	the Contractor shall correct all Minor Defects, procure any outstanding items as
well as any other deficiencies or defects observed after Final Inspection as soon
as possible, but in any event within thirty calendar days from notification of such
defects and outstanding items, and submit to the Employer a written confirmation
that and how these defects and outstanding items have been solved.






	13.6	 	Upon completion of the corrections by the Contractor of the defects and outstanding items
as notified by the Employer under clause 13.5.1, the Parties shall again jointly inspect
the Works, which inspection shall be attended by duly authorized representatives of the
Contractor and the Employer, as well as by the Contractor’s Representative and the
Employer’s Representative.
	 
	13.7	 	If the Employer does not agree with such corrections, he will notify the Contractor
thereof in writing and provide the Contractor with a list of the





 

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	 	 	remaining defects and
outstanding items. The Contractor shall take all necessary steps to correct the remaining
defects and procure the outstanding items immediately, but in any event within ten calendar
days from notification. Upon completion he will invite the Employer for a new inspection of
the items on the list in accordance with clause 13.6. If the defects and outstanding items





 

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	 	 	have not been corrected, the Employer may, without further notice, transfer the correction
works to a third party at the cost and risk of the Contractor.
	 
	13.8	 	If the Employer agrees with the corrections made by the Contractor, the Employer will
issue the Practical Completion Certificate as per Appendix 7.
	 
	13.9	 	Practical Completion is, subject to clause 13.10, deemed to have been achieved for the
relevant Phase on the following date:






	 	•	 	if upon Final Inspection of the Works as per clause 13.1 the Employer finds no
defects other than Minor Defects and no outstanding items of work or supply which are
not of trivial nature only, on the date of the written notification of the Contractor
as per clause 12.4 that the Works are ready for Final Inspection;
	 
	 	•	 	if upon inspection of the Works as per clause 13.1 the Employer finds defects
other than Minor Defects or finds outstanding items of work or supply which are not of
trivial nature only, on the date of the repeated inspection as per clause 13.4 provided
that this repeated inspection confirms that the defects and outstanding items have been
rectified by the Contractor;
	 
	 	•	 	if the repeated inspection of the Works as per clause 13.4 shows that not all
defects or outstanding items as notified have been rectified on such date, on the date
on which the rectification of the remaining defects or the outstanding items have been
completed and inspected.






	13.10	 	Any defects other than Minor Defects or outstanding items of work or supply which are not
of trivial nature only that are subsisting after the Practical Completion Date as per the
Time Schedule shall prevent Practical Completion and result in penalties as per clause 8
above.
	 
	13.12	 	The Contractor shall provide the operating, maintenance and as-built drawings in
accordance with Annex 13 to this Agreement.
	 
	14.	 	Guarantee of PUE Factor
	 
	14.1	 	The Contractor guarantees that the PUE Factor will not exceed {*}.
	 
	14.2	 	The PUE Factor will be measured twice for each Phase, under normal operating
conditions at full load, namely:
	 
	•	 	The first measuring will take place during the Integrated Site Acceptance Test (as
described in clause 12 to this Agreement); and
	 
	•	 	The Second measuring will take place on the statistically warmest day of the year the
Practical Completion of the relevant Phase took place or on the statistically warmest day of
the calendar year following such Practical Completion, whichever occurs first. In order to
designate the statistically warmest day, the records of local weather monitoring for the last
20 years as





 

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	 	 	made by the Federal Office of Meteorology and Climatology MeteoSwiss, measuring
station Oberglatt, are conclusive.





 

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	14.3	 	It is the Contractors responsibility to provide, at his own costs, the necessary
equipment to simulate full load. The specific dates for taking measurements shall be set
at least five days in advance. The measurements shall be made in the presence of both
Parties.
	 
	14.4	 	The guaranteed PUE Factor is considered met if for each Phase the average of both
measurings results does not exceed the factor {*}.
	 
	14.5	 	In the event the PUE Factor is not met, the Contractor is obliged to do any necessary
work required in order to comply with the guarantee as set out in clause 13.1. The
Contractor should bear all such costs.
	 
	15.	 	Defect Liability Period
	 
	15.1	 	The Contractor guarantees that all Works, for the duration of the Defect Liability
Period, are free from defects, have the contractually agreed upon or warranted
characteristics and permit a purposeful, trouble-free operation of the Data Centre. This
guarantee is notwithstanding any other rights the Employer may have under the applicable
law and/or the Agreement.
	 
	15.2	 	The Defect Liability Period starts, separately for each of the two Phases, on the date of
issuance of the Practical Completion Certificate for the relevant Phase and ends {*}
months thereafter unless extended pursuant to clause 7.1 or clause 7.2.
	 
	15.3	 	The relevant Defect Liability Period shall be extended by a period equal to the period
between notification of a defect by Employer and the completion of the rectification of
such defects by the Contractor.
	 
	15.4	 	In order to synchronize the Defect Liability Periods for the two Phases, the Employer may
opt, at any time during the Defect Liability Period for Phase 1, to acquire an extension
of this Defect Liability Period for the remainder period of the Defect Liability Period of
Phase 2. This means that in case the Employer exercises his option, the Defect Liability
Period for both Phases shall be the same. Clause 14.3 is applicable to such uniform
period. If Employer elects to exercise this option, he shall issue a Purchase Order. The
price for such extension will be negotiated by the Parties.
	 
	15.5	 	The Employer may notify a defect at any time within the relevant Defect Liability Period.
The fact that a defect could have been detected or has been detected at the occasion of a
inspection contemplated in clause 12 above, does not prevent the Employer from notifying
such defect and requesting its rectification (or invoking any other warranty right it may
have
under this Agreement or under the applicable law) at any time during the Defect
Liability Period.





 
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	15.6	 	The Contractor shall, immediately upon receipt of a written notice from the Employer
remedy and repair any defects in the Works or the Changes, without any cost to the
Employer.




 
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	15.7	 	The Contractor agrees to meet with the Employer within {*} days prior to the end of the
relevant Defect Liability Period at the latest for an inspection of the Works. All
deficiencies not caused by the Employer shall be listed. Contractor agrees to correct all
deficiencies, identified in this meeting, within {*} days after the date of said meeting.
If the deficiencies are not adequately corrected, Employer may engage an independent
contractor to correct the deficiencies at the Contractor’s expenses and risk. Final
payment or any other act by the Employer, including the engagement of a third party to
provide service and maintenance of the Works after the Practical Completion, shall not
relieve the Contractor of his obligations pursuant to this clause 14.
	 
	15.8	 	The statute of limitations for any warranty right or any claims of the Employer arising
out of a defect notified by the Employer within the applicable Defect Liability Period
shall be five years starting from the date of expiry of the applicable Defect Liability
Period.
	 
	16.	 	Contractor’s Liability
	 
	16.1	 	The Contractor shall be fully liable for the proper preparation, performance and
completion of the Works and the Changes in accordance with the terms and conditions of the
Contract Documents. The Contractor’s aggregate liability for breaches of this Agreement
shall be limited to the maximum amount of {* }.
	 
	16.2	 	The Contractor shall be fully liable for any acts and omissions of its employees as well
as for any acts and omissions of any other companies or persons he engages (including, but
not limited to sub-contractors) for the performance and completion of the Works and the
Changes. The Contractor shall be also fully liable for the payment of any taxes and social
security premiums for employees and sub-contractors in accordance with the applicable
laws.
	 
	16.3	 	The Contractor shall hold harmless the Employer with respect to any claims brought
against the Employer for which the Contractor is liable pursuant to clause 16.1 and 16.2.
	 
	16.4	 	The Contractor shall hold harmless and indemnify the Employer in respect of any
liability, loss, claim or proceedings whatsoever arising in respect of death or personal
injury to any persons employed or contracted by the Contractor occurring on the Site in
the course of the performance and completion of the Works.
	 
	16.5	 	The Contractor will hold harmless and indemnify the Employer in respect of any claims of
third parties regarding the performance of the Agreement, including but not limited to
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	16.6	 	The Contractor shall be fully responsible that all of his sub-contractors are being paid
by him in time and he shall take all necessary steps to avoid that any of his
sub-contractor register a security interest of craftsmen and contractors in the meaning of
Article 839 of the Swiss Civil Code (so-called




 
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	 	 	Bauhandwerkerpfandrecht) on the real estate where the Data Center and/or Site is located
or apply for the provisional registration of such security. In particular, the Contractor
undertakes to immediately provide such security as necessary in the meaning of Article
839(3) of the Civil Code in order to avoid or to cancel any (provisional or definite)
registration of a security interest by one of his sub-contractors.






	16.7	 	Notwithstanding anything to the contrary, the Contractor shall, to the extent permitted
by law, not be liable for any indirect or consequential damages or losses including, but
not limited to, loss of revenue, loss of use, loss of production, costs of capital or
costs connected with interruption of operation, irrespective whether a claim by the
Employer is based on contract, tort or any other legal ground.
	 
	17	 	Employer’s Liability
	 
	17.1	 	If the Contractor terminates the Agreement as a result of a serious breach of contract by
the Employer, the Employer shall be liable only for payment for such portion of the Works
as already completed by the Contractor up to the date of such termination. The Contractor
is only entitled to terminate the Agreement if the Employer is in serious breach of a
fundamental obligation under this Agreement and the Employer, despite the Contractor’s
written notice of serious breach has not remedied the breach in accordance with this
Agreement within {*} calendar days of receipt of such notice.
	 
	17.2	 	Notwithstanding anything to the contrary, the Employer shall, to the extent permitted by
law, not be liable for any indirect or consequential damages or losses including, but not
limited to, loss of revenue, loss of use, loss of production, costs of capital or costs
connected with interruption of operation, irrespective whether a claim by the Constructor
is based on contract, tort or any other legal ground.
	 
	18.	 	Intentionally omitted
	 
	19.	 	Effective date of the Agreement
	 
	19.1	 	This Agreement shall come into effect on the Contract Commencement Date.
	 
	20.	 	Insurance
	 
	20.1	 	The Employer shall take out and maintain, for the duration of the Construction Period an
insurance (CAR), covering the full costs of reinstatement of the Site including but not
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	 	 	and of site clearance, professional fees, building costs and proper allowance of increases
thereof.




 
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	21.	 	Force Majeure
	 
	21.1	 	The Parties shall be relieved from the liability for the non-fulfillment of their
obligations under the Agreement due to an unforeseeable event beyond the control of the
Parties which prevents or materially delays, at no fault of the Party invoking such event,
the progress of the Works (herein a “Force Majeure” event), including but not limited to:






	 	(a)	 	acts of God;
	 
	 	(b)	 	strike or lock out (excluding strike or lock out of employees of the
Contractor or of its subcontractors occurring during the performance and completion of
the Works);
	 
	 	(c)	 	acts of Government;
	 
	 	(d)	 	war;
	 
	 	(e)	 	riot;
	 
	 	(f)	 	terrorism.






	21.2	 	The Party claiming the occurrence of an event of Force Majeure must notify in writing the
other Party, within {*} calendar days of becoming aware of such event. Such notice will at
least contain information about the date of commencement and termination of the event, which
contractual obligation is prevented or delayed and how long such prevention or delay is
expected to continue, and shall provide evidence for the existence of the Force Majeure event.
Failure to deliver such a notification in time shall lead to impossibility to invoke Force
Majeure.
	 
	21.3	 	The Contractor shall continue to use his best efforts to perform and complete the Works
and to minimize the effects of the Force Majeure event on the performance of his
obligations under this Agreement.
	 
	21.4	 	The Parties shall, upon receipt of the notice of Force Majeure, confer with each other
promptly to attempt to alleviate the cause(s) for the event of Force Majeure, and shall
seek reasonable alternative methods of achieving the same performance objectives under the
Agreement.
	 
	22.	 	Suspension of Obligations and Termination of the Agreement
	 
	22.1	 	The Employer shall be entitled to suspend payments to the Contractor in the event that
the Contractor is in serious breach of the Agreement (including, but not limited to non-
compliance with the Time Schedule), and the Contractor has not remedied the breach within
{*} calendar days of receipt of a written notice of default. The value of the payment the
Employer is entitled to suspend corresponds with the value of the portion of the Works
that is impacted by the breach. After the breach has been remedied, the Employer shall pay
the suspended amount to the Contractor within {*} calendar days.




 
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	22.2	 	The Employer is entitled to terminate the Agreement in the event that the Contractor is
in serious breach of the Agreement (including, but not limited to




 
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	 	 	non- compliance with the Time Schedule), and (i) has not started to remedy the
breach within {*} calendar days of receipt of a written notice of default from the
Employer and (ii) has not remedied the breach in accordance with the Agreement within
{*} calendar days of receipt of such notice of default.






	22.3	 	Either Party may terminate the Agreement if the other Party:






	 	(i)	 	becomes insolvent, or voluntary or involuntary insolvency proceedings are
instituted by or against such other Party; or
	 
	 	(ii)	 	the other party makes an assignment of all or substantially all of its assets for
the benefit of its creditors or the other party makes a likewise arrangement for the
benefit of its creditor; or






	22.4	 	The Employer may elect not to proceed with the construction of Phase 2 and for that
purpose the Employer is entitled to terminate this Agreement by written notice to the
Contractor to be made no later than {*} to the Contractor, without incurring any costs,
liability and/or penalty. For clarity sake, the Contractor is, if the Employer exercises
his option not to proceed with Phase 2, not entitled to any payment, remuneration,
compensation, loss of anticipated profits, etc., with respect to the Works for Phase 2 and
the Employer’s sole remuneration shall be the lump sum amount for Phase 1, being {*}, as
stipulated in clause 6.1 of this Agreement.
	 
	23.	 	Representations and Warranties
	 
	23.1	 	The Parties each represent:






	 	a)	 	to be legal entities validly organized and existing in accordance with the
laws of their respective countries and to be of good financial standing;
	 
	 	b)	 	to have full legal capacity to act and sign the Agreement and to fully and
accurately perform their respective obligations arising from the Agreement;
	 
	 	c)	 	to have fulfilled all the legal requirements in force in their respective
countries necessary for the execution of the Agreement;
	 
	 	d)	 	that its execution and fulfillment of the Agreement does not involve a
breach of any current contractual or legal obligation.






	24.	 	Notices; Representatives
	 
	24.1	 	Any notice required under this Agreement must be in writing.
	 
	24.2	 	Notices served under this Agreement shall be valid only if made in writing sent by
facsimile, Electronic Message, courier or registered mail to the duly authorized persons.
The duly authorized representation and the addresses of Employer and Contractor are as
follows:




 
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	The Employer	 	Interxion (Schweiz) AG
For the Attention of the Managing Director






 
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	 	Address:
	 	{*}
	 
	 	 	 	 
	 

	 	Fax:
	 	{*}
	 

	 	E-mail:
	 	{*}
	 
	 	 	 	 
	The Contractor	 	Beacon Solutions AG
	 	 	For the Attention of {*}
	 

	 	Address:
	 	{*}
	 
	 	 	 	 
	 

	 	Fax:
	 	{*}
	 

	 	E-mail:
	 	{*}







	24.3	 	The following persons are appointed as representatives:





	 	 	 	 	 
	Employer’s Representative

	 	Name:
	 	{*}
	 

	 	Address:
	 	{*}
	 
	 	 	 	 
	 

	 	Telephone:
	 	{*}
	 

	 	Fax:
	 	{*}
	 

	 	E-mail:
	 	{*}
	 
	 	 	 	 
	Contractor’s Representative

	 	Name:
	 	{*}
	 

	 	Address:
	 	{*}
	 
	 	 	 	 
	 

	 	Telephone:
	 	{*}
	 

	 	Fax:
	 	{*}
	 

	 	E-mail:
	 	{*}







	25.	 	Assignment
	 
	25.1	 	Neither the Agreement nor any rights or obligations arising from it may be assigned to a
third party without the prior written consent of the other Party.
	 
	26.	 	Sub-contracting






	26.1	 	The Contractor has the right to subcontracting all or part of his obligations under this
Agreement, subject to informing the Employer before the engagement of any subcontractor of
the name and contact details of such subcontractor.




 
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	26.2	 	The Employer, acting reasonable, has the right to object within {*} working days after
having received the notification to any suggested subcontractor in which case the
Contractor will suggest another subcontractor.




 
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[*] designates portions of this document that have been omitted pursuant to a request for
confidential treatment filed separately with the Securities and Exchange Commission











	27.	 	Confidentiality
	 
	27.1	 	Each Party will keep the conditions of the Agreement confidential and shall not disclose
its content to any third persons without the prior written consent of the other Party
except:






	 	(a)	 	as required by law;
	 
	 	(b)	 	in so far as is necessary for the proper execution of the
Agreement to his employees, officers and advisers and (in the case of
the Contractor) to his subcontractors), or (in the case of the
Employer) to affiliates;






	28.	 	Miscellaneous
	 
	28.1	 	If at any time any provision of the Contract Documents is deemed to be or
becomes void or otherwise unenforceable, such determination shall not affect the
validity or enforceability of the remaining provisions.
	 
	28.2	 	Any amendment of or addition to the Contract Documents must be made in writing, signed by
the duly authorized representatives of the Parties and attached to the Contract Documents.
	 
	28.3	 	In the course of execution of the Agreement, the Contractor will be acting at all times
as an independent Contractor and not as an employee of Employer. Neither the Contractor,
nor its employees, agents, and representatives shall have authority to act on behalf of,
or legally bind the Employer.
	 
	28.4	 	The Contractor shall retain in its sole custody, except as required for the performance
of the Agreement, all drawings, plans, specifications, documentation and any copies
thereof furnished by Employer. All such drawings, plans, specification and documentation
and the copyrights thereof remain the property of the Employer.
	 
	28.5	 	None of the aforementioned documents shall be used by the Contractor for any purpose
other than the fulfillment of his obligations under this Agreement.
	 
	29.	 	Disputes and Applicable Law
	 
	29.1	 	This Agreement and all Contract Documents shall be governed by the substantive laws of
Switzerland. The application of the United Nations Convention on Contracts for the
International Sale of Goods of 11 April 1980 shall be excluded.
	 
	29.2	 	Any dispute, controversy or claim arising out of or in relation to this contract,
including the validity, invalidity, breach or termination thereof,




 
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[*] designates portions of this document that have been omitted pursuant to a request for
confidential treatment filed separately with the Securities and Exchange Commission











	 	 	shall be finally settled by arbitration in accordance with the Rules of Arbitration of the
Zurich Chamber of Commerce in force on the date when the request for arbitration is
submitted in accordance with these rules. The seat of the arbitration shall be in Zurich.
The arbitral proceedings shall be conducted in English.





 
INTERXION CONFIDENTIAL