EXHIBIT
      10.17

     

    AT&T
      MASTER AGREEMENT

    MA
      Reference No. 121083

    


    
      	
              CUSTOMER
                (“Customer”)

            	 	
              AT&T
                (“AT&T”)

            
	
              Debt
                Resolve, INC

            	 	
              AT&T
                Corp. (If International, insert AT&T Legal Entity Signing
                Name)

            
	
              CUSTOMER
                Address

            	 	
              AT&T
                Address

            
	
              707
                Westchester Avenue

              White
                Raines

              NY
                10604 USA

            	 	
              55
                Corporate Drive, Bridgewater, NJ 08807 (if

              International,
                insert AT&T Legal Entity Information)

            
	
              CUSTOMER
                Contact

            	 	
              AT&T
                Contact

            
	
              Name:
                Richard Rosa

              Title:
                VP of Techniology

              Telephone:
                914-949-5500

              Fax:

              Email:
                rrosa@debtresolve.com

            	 	
              Master
                Agreement Support Team

              Email:
                mast@att.com

            


    

     

    This
      Agreement consists of the attached General Terms and Conditions and all
      schedules, exhibits and service order attachments (“Attachments”) appended
      hereto or subsequently signed by the parties, and that reference this Agreement
      (collectively, this “Agreement”). In the event of conflict among terms, the
      order of priority shall be the Attachments, then the General Terms and
      Conditions and then any Service Guide that is incorporated by reference into
      an
      Attachment.

     

    This
      Agreement shall become effective when signed by authorized representatives
      of
      both parties and shall continue in effect for as long as any Attachment remains
      in effect, unless earlier terminated in accordance with the provisions of this
      Agreement. The term of each Attachment is stated in the Attachment.

    


    
      	
              AGREED:

            	 	
              AGREED:

            
	 	 	 
	
              CUSTOMER:
                Debt Resolve, INC

            	 	
              AT&T:
                AT&T Corp. (If International insert name of AT&T Signing
                Entity)

            
	 	 	 
	
              By:

            		 	
              By:

            	 
	
              (Authorized
                Signature)

            	 	
              (Authorized
                Signature)

            
	 	 	 
	
              
                
                  ALAN
                    M. SILBERSTEIN

                

              

            	 	
              Frances
                M. Mikulic

              AT&T
                District Manager

            
	
              (Typed
                or Printed Name)

            	 	
              (Typed
                or Printed Name)

            
	 	 	 
	
              PRESIDENT

            	 	 
	
              (Title)

            	 	
              (Title)

            
	 	 	 
	
              10/31/03

            	 	
              Nov
                03 2003

            
	
              (Date)

            	 	
              (Date)

            


    

     

    
      
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    AT&T
      MA Reference No. 121083


     

    The
      following terms and conditions shall apply to the provision and use of Services
      provided by AT&T pursuant to this Agreement.

     

    Any
      AT&T Affiliate or Customer Affiliate may sign an Attachment in its own name
      and such Affiliate contract will be considered a separate, but associated,
      contract, incorporating these General Terms and Conditions (with the Affiliate
      being substituted for AT&T and Customer, as applicable); provided, however,
      that AT&T and Customer shall be responsible for their respective Affiliates’
performance pursuant to such Affiliate contract.

     

    1.0 DEFINITIONS

     

    1.1 “Affiliate”
      of a party means any entity that controls, is controlled by or is under common
      control with such party.

     

    1.2 “AT&T”,
      for purposes of all remedies and limitations of liability set forth in this
      Agreement or any Attachment means AT&T, its Affiliates, and its and their
      employees, directors, officers, agents, representatives, subcontractors,
      interconnection service providers and suppliers.

     

    1.3 “AT&T
      Software” means all Software other than Third-Party Software.

     

    1.4 “Content”
      means information (excluding AT&T information) made available, displayed or
      transmitted (including, without limitation, information made available by means
      of an HTML “hot link”, a third party posting or similar means) in connection
      with a Service, including all trademarks, service marks and domain names
      contained therein, Customer and User data, and the contents of any bulletin
      boards or chat forums, and, all updates, upgrades, modifications and other
      versions of any of the foregoing.

     

    1.5 “Customer”,
      for purposes of all remedies and limitations of liability set forth in this
      Agreement or any Attachment means Customer, its Affiliates, and its and their
      employees, directors, officers, agents, and representatives.

     

    1.6 “Damages”
      means collectively all injury, damage, liability, loss, penalty, interest and
      expense incurred.

     

    1.7 “INFORMATION”
      means proprietary information of either party that is disclosed to the other
      party in the course of performing this Agreement, provided such information
      (except for Content) is in written or other tangible form that is clearly marked
      as “proprietary” or “confidential”.

     

    1.8 “Marks”
      means each party’s trade names, logos, trademarks, service marks or other
      indicia of origin.

     

    1.9 “Service”
      means the service and/or equipment provided under the applicable
      Attachment.

     

    1.10 “Service
      Guide” means the applicable portion of a Service Guide that is expressly
      identified and incorporated in an Attachment.

     

    1.11 “Software”
      means all software and associated written and electronic documentation and
      data
      furnished pursuant to the Attachments.

     

    1.12 “Third-Party
      Software” means Software that bears a copyright notice of an unrelated third
      party.

     

    1.13 “User”
      means anyone who uses or accesses any Service purchased by Customer under this
      Agreement, including Customer Affiliates, but excluding unauthorized parties
      that use or access a Service without Customer’s knowledge and after Customer has
      taken commercially reasonable steps to prevent such unauthorized
      access.

     

    2.0 CHARGES
      AND BILLING

     

    2.1 Customer
      shall pay AT&T for Customer’s and Users’ use of the Services at the rates
      and charges specified in the Attachments, without deduction, setoff or delay
      for
      any reason. Charges set forth in the Attachments are exclusive of any applicable
      taxes. At Customer’s request and with AT&T’s consent (which may be withheld
      if AT&T determines there would be operational impediments or an inability to
      claim tax credits), Customer’s Affiliates will be invoiced separately and
      AT&T will accept payment from such Affiliates; provided, however, Customer
      is responsible if its Affiliate does not pay charges in accordance with this
      Agreement. AT&T may require Customer to tender a deposit, as determined by
      AT&T in its reasonable discretion. AT&T will rely upon commercially
      reasonable factors to determine the need for and amount of any deposit. Such
      factors may include, but are not limited to, payment history, number of years
      in
      business, history of service with AT&T, bankruptcy history, current account
      treatment status, financial statement analysis, commercial credit bureau rating,
      commitment levels and anticipated monthly charges.

     

    2.2 Customer
      shall pay all taxes (excluding those on AT&T’s net income), duties, levies,
      shipping charges and other similar charges (and any related interest and
      penalties) relating to the sale, transfer of ownership, installation, license,
      use or provision of the Services, except to the extent a valid tax exemption
      certificate is provided by Customer to AT&T prior to the delivery of
      Services. To the extent Customer is required to withhold or deduct non-U.S.
      income taxes from payments due to AT&T, Customer shall use reasonable
      commercial efforts to reduce such tax to the maximum extent possible giving
      effect to the applicable Tax Convention and shall furnish AT&T with such
      evidence as may be required by U.S. taxing authorities to establish that such
      tax has been paid so that AT&T may claim any applicable credit.

     

    2.3 Payment
      is due within thirty (30) days after the date of the invoice and must refer
      to
      the invoice number. Charges will be quoted and invoices shall be paid in U.S.
      dollars, except where a particular Attachment provides for local currency
      quoting, invoicing and payment. Restrictive endorsements or other statements
      on
      checks accepted by AT&T will not apply. Customer shall reimburse AT&T
      for all costs (including reasonable attorney fees) associated with collecting
      delinquent or dishonored payments. Where payments are overdue, AT&T may
      assess interest charges at the lower of 1.5% per month (18% per annum) or the
      maximum rate allowed by law.

     

    2.4 Customer
      shall not be responsible for payment of charges invoiced more than six (6)
      months after close of the billing month in which the charges were incurred,
      except for 0+ calls of any type. Customer must provide written notice to
      AT&T specifically identifying all disputed charges and the reason for
      nonpayment, within six (6) months after the date of the affected invoice, or
      else Customer waives the dispute. Payment of such disputed charges will not
      be
      considered overdue pending investigation by AT&T, provided that nothing
      herein shall absolve Customer from promptly paying all undisputed charges and
      submitting reasonable security for payment of any withheld amounts upon
      demand by AT&T. Payment of any disputed charges that are determined by
      AT&T to
      be
      correct as a result of such investigation must be paid within fifteen (15)
      days
      of AT&T’s notice to Customer. If Customer fails to pay within that timeframe
      or if AT&T, in its reasonable judgment, determines that Customer’s dispute
      was without reasonable basis and in bad faith, then AT&T may assess interest
      charges calculated from the date that payment was originally due, at the lower
      of 1.5% per month (18% per annum) or the maximum rate allowed by law, plus
      reasonable attorneys’ fees.


    
      
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    3.0 RESPONSIBILITIES
      OF THE PARTIES

     

    3.1 AT&T
      agrees to provide Services to Customer in accordance with this Agreement,
      subject to the geographic and technical scope of the Services and availability
      of necessary facilities.

     

    3.2 Each
      party shall comply with all applicable laws and regulations.

     

    3.3 AT&T
      grants to Customer the right to permit Users to access and use the Services,
      provided that Customer shall remain solely responsible for such access and
      use.

     

    4.0 USE
      OF INFORMATION

     

    4.1 This
      Agreement shall be deemed to be AT&T and Customer’s INFORMATION. Customer’s
      Content shall be deemed to be Customer’s INFORMATION.

     

    4.2 Each
      party’s INFORMATION shall, for a period of three (3) years following its
      disclosure (except in the case of Software, for an indefinite period): (i)
      be
      held in confidence; (ii) be used and transmitted between countries only for
      purposes of performing this Agreement (including in the case of AT&T, the
      ability to monitor and record Customer’s transmissions in order to detect fraud,
      check quality, and to operate, maintain and repair the Services) and using
      the
      Services; and (iii) not be disclosed except to the receiving party’s employees,
      agents and contractors having a need-to-know (provided that such agents and
      contractors are not direct competitors of the other party and agree in writing
      to use and disclosure restrictions as restrictive as this Article 4), or to
      the
      extent required by law (provided that prompt advance notice is provided to
      the
      disclosing party to the extent practicable).

     

    4.3 The
      restrictions in this Article shall not apply to any information that: (i) is
      independently developed by the receiving party; or (ii) is lawfully received
      by
      the receiving party free of any obligation to keep it confidential; or (iii)
      becomes generally available to the public other than by breach of this
      Agreement.

     

    4.4 Both
      parties agree to comply with privacy laws applicable to their respective
      businesses. Customer shall obtain any User consents legally required relating
      to
      handling of User’s Content. If Customer believes that, in the course of
      providing Services under this Agreement, AT&T will have access to data
      Customer does not want AT&T personnel to comprehend, Customer should encrypt
      such data so that it will be unintelligible.

     

    5.0 PUBLICITY
      AND MARKS

     

    5.1 Neither
      party may issue any public statements or announcements relating to this
      Agreement without the prior written consent of the other party.

     

    5.2 Each
      party agrees not to display or use, in advertising or otherwise, any of the
      other party’s Marks without the other party’s prior written consent, provided
      that such consent may be revoked at any time.

     

    6.0 SOFTWARE

     

    6.1 AT&T
      grants Customer a personal, non-transferable and non-exclusive license (without
      the right to sublicense) to use Software, in object code form, solely in
      connection with the Services and solely in accordance with applicable written
      and electronic documentation. Customer will refrain from taking any steps to
      reverse assemble, reverse compile or otherwise derive a source code version
      of
      the Software. The Software shall at all times remain the sole and exclusive
      property of AT&T or its suppliers.

     

    6.2 Customer
      shall not copy or download AT&T Software, except that Customer shall be
      permitted to make two (2) copies of AT&T Software, one for archive and the
      other for disaster recovery purposes. Any copy must contain the same copyright
      notices and proprietary markings as the original Software.

     

    6.3 Customer
      shall assure that Customer’s Users comply with the terms and conditions of this
      Article 6.

     

    6.4 The
      term
      of the license granted hereunder shall be coterminous with the Attachment which
      covers the Software and/or related Services.

     

    6.5 Customer
      agrees to comply with the terms and conditions that are provided with any
      Third-Party Software and, in the event of a conflict, such Third-Party terms
      and
      conditions will take precedence over this Article 6 as to such Third Party
      Software. AT&T will pass through to Customer any warranties available from
      its Third Party Software suppliers, to the extent that AT&T is permitted to
      do so under its contracts with those suppliers.

     

    6.6 AT&T
      warrants that all AT&T Software will perform substantially in accordance
      with its applicable published specifications for the term of the Attachment
      that
      covers the Software. If Customer returns to AT&T, within such period, any
      AT&T Software that does not comply with this warranty, then AT&T, at its
      option, will either repair or replace the portion of the AT&T Software that
      does not comply or refund any amount Customer prepaid for the time periods
      following return of such failed or defective AT&T Software to AT&T. This
      warranty will apply only if the AT&T Software is used in accordance with the
      terms of this Agreement and is not altered, modified or tampered with by
      Customer or Users.

     

    7.0 ADJUSTMENTS
      TO MINIMUM ANNUAL REVENUE COMMITMENTS

     

    In
      the
      event of a business downturn beyond Customer’s control, or a corporate
      divestiture, merger, acquisition or significant restructuring or reorganization
      of Customer’s business, or network optimization using other AT&T Services,
      or reduction of AT&T’s rates and charges, or force majeure events, any of
      which significantly impairs Customer’s ability to meet Customer’s minimum annual
      revenue commitments, if any, under an Attachment, AT&T will offer to adjust
      the affected minimum annual revenue commitments so as to reflect Customer’s
      reduced traffic volumes, after taking into account the effect of such a
      reduction on AT&T’s costs and the AT&T prices that would otherwise be
      available at the revised minimum annual revenue commitment levels. If the
      parties reach mutual agreement on revised minimum annual revenue commitments,
      AT&T will amend or replace the affected Attachment, as applicable.
      Notwithstanding the foregoing, this provision shall not apply to a change
      resulting from a decision by Customer to transfer portions of Customer’s traffic
      or projected growth to service providers other than AT&T. Customer must give
      AT&T written notice of the conditions Customer believes will require the
      application of this provision. This provision does not constitute a waiver
      of
      any charges, including, but not limited to, monthly recurring charges and
      shortfall charges, incurred by Customer prior to amendment or replacement of
      the
      affected Attachment.

     

    
      
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    8.0
      FORCE MAJEURE

     

    Neither
      AT&T nor Customer shall be liable for any delay, failure in performance,
      loss or damage due to: fire, explosion, power blackout, earthquake, flood,
      the
      elements, strike, embargo, labor disputes, acts of civil or military authority,
      war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory
      or governmental agencies, or other causes beyond such party’s reasonable
      control, whether or not similar to the foregoing.

     

    9.0
      LIMITATIONS OF LIABILITY

     

    9.1 EITHER
      PARTY’S ENTIRE LIABILITY AND THE OTHER PARTY’S EXCLUSIVE REMEDIES, FOR ANY
      DAMAGES CAUSED BY ANY SERVICE DEFECT OR FAILURE, OR FOR OTHER CLAIMS ARISING
      IN
      CONNECTION WITH ANY SERVICE OR OBLIGATIONS UNDER THIS AGREEMENT SHALL
      BE:

     

    (i)
      FOR
      BODILY INJURY OR DEATH TO ANY PERSON, OR REAL OR TANGIBLE PROPERTY DAMAGE,
      NEGLIGENTLY CAUSED BY A PARTY, OR DAMAGES ARISING FROM THE WILLFUL MISCONDUCT
      OF
      A PARTY OR ANY BREACH OF ARTICLES 4 OR 5, THE OTHER PARTY’S RIGHT TO PROVEN
      DIRECT DAMAGES;

     

    (ii)
      FOR
      DEFECTS OR FAILURES OF SOFTWARE, THE REMEDIES SET FORTH IN ARTICLE
      6;

     

    (iii)
      FOR
      INTELLECTUAL PROPERTY INFRINGEMENT, THE REMEDIES SET FORTH IN ARTICLE
      11;

     

    (iv)
      FOR
      DAMAGES OTHER THAN THOSE SET FORTH ABOVE AND NOT EXCLUDED UNDER THIS AGREEMENT,
      EACH PARTY’S LIABILITY SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED
      PER CLAIM (OR IN THE AGGREGATE DURING ANY TWELVE (12) MONTH PERIOD) AN AMOUNT
      EQUAL TO THE TOTAL NET CHARGES INCURRED BY CUSTOMER FOR THE AFFECTED SERVICE
      IN
      THE RELEVANT COUNTRY DURING THE THREE (3) MONTHS PRECEDING THE MONTH IN WHICH
      THE DAMAGE OCCURRED. THIS SHALL NOT LIMIT CUSTOMER’S RESPONSIBILITY FOR THE
      PAYMENT OF ALL PROPERLY DUE CHARGES UNDER THIS AGREEMENT.

     

    (v)
      THE
      LIMITATIONS IN THIS SECTION 9.1 ARE NOT INTENDED TO PRECLUDE A PARTY FROM
      SEEKING INJUNCTIVE RELIEF FROM A COURT OF COMPETENT JURISDICTION IN THE EVENT
      OF
      A VIOLATION BY THE OTHER PARTY OF ARTICLE 4 OR ARTICLE 5 OR CUSTOMER’S VIOLATION
      OF ARTICLE 6.

     

    9.2 EXCEPT
      FOR THE PARTIES’ ARTICLE 11 OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE
      OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE
      OR
      SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS,
      ADVANTAGE, SAVINGS OR REVENUES OF ANY KIND OR INCREASED COST OF
      OPERATIONS.

     

    9.3 AT&T
      SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO:
      INTEROPERABILITY, ACCESS OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS,
      EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES;
      SERVICE LEVELS, DELAYS OR INTERRUPTIONS (EXCEPT WHERE A CREDIT IS EXPLICITLY
      SET
      FORTH IN AN ATTACHMENT OR SERVICE GUIDE) OR LOST OR ALTERED MESSAGES OR
      TRANSMISSIONS; OR, UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS OR
      DESTRUCTION OF CUSTOMER’S, USERS’ OR THIRD PARTIES’ APPLICATIONS, CONTENT, DATA,
      PROGRAMS, INFORMATION, NETWORK OR SYSTEMS.

     

    9.4 EXCEPT
      AS
      EXPRESSLY PROVIDED IN THIS AGREEMENT, AT&T MAKES NO REPRESENTATIONS OR
      WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION
      OR
      WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-
      INFRINGEMENT OR ANY REPRESENTATION OR WARRANTY ARISING BY USAGE OF TRADE, COURSE
      OF DEALING OR COURSE OF PERFORMANCE.

     

    9.5 THE
      LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY: (i) REGARDLESS
      OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE;
      AND (I) WHETHER OR NOT DAMAGES WERE FORESEEABLE. THESE LIMITATIONS OF LIABILITY
      SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDIES PROVIDED IN THIS
      AGREEMENT.

     

    10.0 TERMINATION

     

    10.1 If
      a
      party fails to perform or observe any material term or condition of this
      Agreement and the failure continues unremedied for thirty (30) days after
      receipt of written notice, the other party may terminate or suspend for cause
      any Service components affected by the breach.

     

    10.2 An
      Attachment may be terminated immediately upon written notice by either party
      if
      the other party has violated the other party’s Marks or materially breached any
      provision of Article 4, or by AT&T due to a material breach by Customer of
      any provision of Article 6.

     

    10.3 AT&T
      may amend an applicable Tariff or Service Guide from time to time consistent
      with this Agreement, provided, however, that if AT&T revises an applicable
      Tariff or Service Guide in a manner that is material and adverse to Customer
      and
      AT&T does not effect revisions that remedy such adverse and material effect
      within thirty (30) days after receipt of written notice from Customer, then
      Customer may, as its sole remedy, elect to terminate the affected Service
      components on thirty (30) days’ written notice, given not later than ninety (90)
      days after Customer first learns of the event(s) giving rise to the termination
      right. However, a revision to a Tariff or Service Guide shall not be considered
      material and adverse to Customer if (i) it affects only Services or Service
      components not in substantial use by Customer at the time of the revision or
      (ii) it changes Rates and Charges that are not fixed (stabilized) in an
      Attachment.


    


    
      
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    10.4 Termination
      Charges, if any, shall be as specified in an Attachment, in the event that
      AT&T terminates under Section 10.1 or 10.2, or Customer terminates for
      convenience.

     

    10.5 Termination
      by either party of an Attachment does not waive any other rights or remedies
      it
      may have under this Agreement. Termination or suspension of an Attachment shall
      not affect the rights and obligations of the parties under any other
      Attachment.

     

    11.0 FURTHER
      RESPONSIBILITIES

     

    11.1 AT&T
      agrees to defend or settle any claim against Customer and to pay all Damages
      that a court may award against Customer, in any suit that alleges a Service
      infringes any patent, trademark, copyright or trade secret, except where the
      claim or suit arises out of or results from: Customer’s or User’s Content;
      modifications to the Service or combinations of the Service with non-AT&T
      services or products, by Customer or others; AT&T’s adherence to Customer’s
      written requirements; or, use of the Service in violation of this Agreement.
      Customer agrees to defend or settle any claim against AT&T and to pay all
      Damages that a court may award against AT&T in any suit that alleges a
      Service infringes any patent, trademark, copyright or trade secret, due to
      any
      of the exceptions in the preceding sentence.

     

    11.2 Whenever
      AT&T is responsible under Section 11.1, AT&T may at its option either
      procure the right for Customer to continue using, or may replace or modify
      the
      alleged infringing Service so that the Service becomes noninfringing, but if
      those alternatives are not reasonably achievable, AT&T may terminate the
      affected Service without liability other than as stated in Section
      11.1.

     

    11.3 AT&T’s
      obligations and indemnities under this Agreement run exclusively to Customer
      and
      are not intended to extend to third parties that may use or be affected by
      Customer’s use of the services. Where Customer authorizes or permits third
      parties to utilize the Services, it is Customer’s responsibility to limit its
      liability to such parties, and, therefore, except to the extent AT&T is
      obligated to indemnify Customer under this Article 11, Customer agrees to defend
      or settle any claim against AT&T by such parties and to pay all Damages that
      a court may award against AT&T in any suit brought by such
      parties.

     

    11.4 The
      indemnified party under this Article 11: (i) must notify the other party in
      writing promptly upon learning of any claim or suit for which indemnification
      may be sought, provided that failure to do so shall have no effect except to
      the
      extent the other party is prejudiced thereby; (ii) shall have the right to
      participate in such defense or settlement with its own counsel and at its sole
      expense, but the other party shall have control of the defense or settlement;
      and (iii) shall reasonably cooperate with the defense.

     

    12.0
      EXPORT CONTROL

     

    12.1 The
      parties acknowledge that equipment, products, Software, and technical
      information (including, but not limited to, technical assistance and training)
      provided under this Agreement may be subject to export laws and regulations,
      and
      any use or transfer of the equipment, products, Software, and technical
      information must be in compliance with all applicable regulations. The parties
      will not use, distribute, transfer, or transmit the equipment, products,
      Software, or technical information (even if incorporated into other products)
      except in compliance with all applicable export regulations. If requested by
      either party, the other party agrees to sign written assurances and other
      export-related documents as may be required to comply with all applicable export
      regulations.

     

    12.2 In
      the
      event any necessary export license cannot be obtained within six (6) months
      after application therefor, neither party shall have further obligations with
      respect to providing or purchasing and, if applicable, Customer shall return
      to
      AT&T, the equipment, products, Software, or technical information that is
      the subject matter of the unsuccessful export application.

     

    13.0 GENERAL
      PROVISIONS

     

    13.1 Any
      supplement to or modification or waiver of any provision of this Agreement
      must
      be in writing and signed by authorized representatives of both parties. A waiver
      by either party of any breach of this Agreement shall not operate as a waiver
      of
      any other breach of this Agreement.

     

    13.2 This
      Agreement may not be assigned by either party without the prior written consent
      of the other, except that either party may, without the other party’s consent,
      assign this Agreement or such portions of any Attachment that relate to Services
      provided in a particular country, to a present or future Affiliate or successor,
      provided that any such assignment shall be contingent upon the assignor
      remaining responsible for the performance of its assignee and AT&T
      determining Customer’s assignee(s) to be creditworthy and in compliance with any
      eligibility criteria for the Services. AT&T may subcontract work to be
      performed under this Agreement, but shall retain responsibility for all such
      work.

     

    13.3 If
      any
      portion of this Agreement is found to be invalid or unenforceable or if,
      notwithstanding Section 13.6, local law mandates a different interpretation
      or
      result, the remaining provisions shall remain in effect and the parties shall
      negotiate in good faith to substitute for such invalid, illegal, or
      unenforceable provision a mutually acceptable provision consistent with the
      original intention of the parties.

     

    13.4 Any
      legal
      action arising in connection with this Agreement must begin within two (2)
      years
      after the cause of action arises.

     

    13.5 All
      required notices under this Agreement shall be in writing and either mailed
      by
      certified or registered mail, postage prepaid return receipt requested, sent
      by
      express courier or hand delivered and addressed to each party at the address
      set
      forth on the cover page of this Agreement or, if the notice relates to a
      specific Attachment, the address set forth in such Attachment, or such other
      address that a party indicates in writing.

     

    13.6 The
      construction, interpretation and performance of this Agreement shall be governed
      by the substantive law of the State of New York, excluding its choice of law
      rules, and applicable laws and regulations of the United States of America.
      The
      United Nations Convention on Contracts for International Sale of Goods shall
      not
      apply. The parties consent to the exclusive jurisdiction of the courts located
      in New York City, USA.

    


    
      
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      AT&T
        MA Reference No. 121083

    

     

    13.7 This
      Agreement does not provide any third party (including Users) with any remedy,
      claim, liability, reimbursement, cause of action or other right or
      privilege.

     

    13.8 The
      respective obligations of Customer and AT&T, which by their nature would
      continue beyond the termination or expiration of any Attachment or this
      Agreement, including, without limitation, the obligations regarding Use of
      Information, Publicity and Marks, Further Responsibilities and Limitations
      of
      Liability, shall survive termination or expiration.

     

    13.9 The
      authentic language of this Agreement is English. In the event of a conflict
      between this Agreement and any translation, the English version will take
      precedence.

     

    13.10 THIS
      AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT
      TO
      THE SERVICES. THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS,
      REPRESENTATIONS, STATEMENTS OR UNDERSTANDINGS, WHETHER WRITTEN OR ORAL
      CONCERNING THE SERVICES, OR THE RIGHTS AND OBLIGATIONS RELATING TO THE SERVICES.
      THIS AGREEMENT SHALL NOT BE MODIFIED, OR SUPPLEMENTED BY ANY WRITTEN OR ORAL
      STATEMENTS, PROPOSALS, REPRESENTATIONS, ADVERTISEMENTS, SERVICE DESCRIPTIONS
      OR
      CUSTOMER’S PURCHASE ORDER FORMS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT OR AN
      ATTACHMENT.

     

    
      
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