Exhibit 10.36


WIRELESS INTERCONNECTION AND RECIPROCAL

COMPENSATION AGREEMENT


BETWEEN


RNK, INC. D/B/A RNK TELECOM


AND


Southwestern Bell Mobile Systems, LLC

d/b/a Cingular Wireless

* WE HAVE REQUESTED
      CONFIDENTIAL TREATMENT OF CERTAIN PROVISIONS CONTAINED IN THIS EXHIBIT.
      THE COPY FILED AS AN EXHIBIT OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY
REQUEST.*




Interconnection and Reciprocal Compensation Agreement Between RNK &
Southwestern Bell Mobile

Systems, LLC d/b/a Cingular Wireless


TABLE OF CONTENTS


	
  

 	
  

 	
  

 
	
 I.

 	
 Article I

 
	
  

 	
 1.

 	
 Introduction

 
	
  

 	
 2.

 	
 Recitals

 
	
  

 	
  

 	
  

 
	
 II.

 	
 Article
 II

 
	
  

 	
 1.

 	
 Definitions

 
	
  

 	
 2.

 	
 Interpretation and
 Construction

 
	
  

 	
 3.

 	
 Scope

 
	
  

 	
 4.

 	
 Service Agreement

 
	
  

 	
 5.

 	
 Compensation

 
	
  

 	
 6.

 	
 Notice of Changes

 
	
  

 	
 7.

 	
 General Responsibilities
 of the Parties

 
	
  

 	
 8.

 	
 Term and Termination

 
	
  

 	
 9.

 	
 Cancellation Charges

 
	
  

 	
 10.

 	
 Non-Severability

 
	
  

 	
 11.

 	
 Indemnification

 
	
  

 	
 12.

 	
 Limitation of Liability

 
	
  

 	
 13.

 	
 Disclaimer

 
	
  

 	
 14.

 	
 Dispute Resolution

 
	
  

 	
 15.

 	
 Regulatory Approval

 
	
  

 	
 16.

 	
 Pending Judicial Appeals
 and Regulatory Reconsideration

 
	
  

 	
 17.

 	
 Miscellaneous

 
	
  

 	
  

 	
  

 
	
  

 	
 Attachments:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A. Rates

 
	
  

 	
  

 	
  

 


2





Interconnection and Reciprocal Compensation Agreement Between RNK &
Southwestern Bell Mobile

Systems, LLC d/b/a Cingular Wireless


	
  

 	
  

 	
  

 
	
 I.

 	
 Article I
 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 INTRODUCTION

 
	
  

 	
  

 	
  

 
	
  

 	
           This
 Interconnection and Reciprocal Compensation Agreement (“Agreement”) is
 effective as of the _____ day of _______ 2003 (the “Effective Date”), by and
 between RNK, Inc. d/b/a RNK Telecom (“RNK”) with offices at 333 Elm Street,
 Suite 310 Dedham, Massachusetts 02026 and Southwestern Bell Mobile Systems,
 LLC, d/b/a Cingular Wireless (“CARRIER”) with offices at 5565 Glenridge
 Connector, Atlanta, GA 30342.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 RECITALS

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 WHEREAS, RNK is a
 facilities based Competitive Local Exchange Carrier; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 WHEREAS, CARRIER is
 authorized by the Federal Communications Commission (“FCC”) to provide
 Commercial Mobile Radio Services (“CMRS”) and provides such service to its
 end user customers; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 WHEREAS, RNK and CARRIER
 exchange calls between their networks and wish to establish Interconnection
 and Reciprocal Compensation arrangements for exchanging traffic as specified
 below; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 WHEREAS, the Parties are
 entering into this Agreement pursuant to the Telecommunications Act of 1996; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 NOW, THEREFORE, in
 consideration of the mutual provisions contained herein and other good and
 valuable consideration, the receipt and sufficiency of which are hereby
 acknowledged, RNK and CARRIER hereby agree as follows: 

 
	
  

 	
  

 	
  

 
	
 II.

 	
 Article
 II 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 DEFINITIONS

 
	
  

 	
  

 	
  

 
	
  

 	
           Special
 meanings are given to common words in the telecommunications industry, and
 coined words and acronyms are common in the custom and usage in the industry.
 Words used in this contract are to be understood according to the custom and
 usage of the telecommunications industry, as an exception to the general rule
 of contract interpretation that words are to be understood in their ordinary
 and popular sense. In addition to this rule of interpretation, the following
 terms used in this Agreement shall have the meanings as specified below:

 
	
  

 	
  

 	
  

 
	
  

 	
 1.1

 	
 “Act” means the
 Communications Act of 1934, as amended by the Telecommunications Act of 1996.
 

 
					


3





Interconnection and Reciprocal Compensation Agreement Between RNK &
Southwestern Bell Mobile

Systems, LLC d/b/a Cingular Wireless


	
  

 	
  

 	
  

 
	
  

 	
 1.2

 	
 “Affiliate” means a person
 that (directly or indirectly) owns or controls, is owned or controlled by, or
 is under common ownership or control with, another person. For purposes of
 this paragraph, the term “own” means to own an equity interest (or the
 equivalent thereof) of more than 10 percent. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.3

 	
 “Central Office Switch”
 means a switch used to provide Telecommunications Services, including, but
 not limited to: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a) “End Office Switch” is
 a switch in which the subscriber station loops are terminated for connection
 to either lines or trunks. The subscriber receives terminating, switching,
 signaling, transmission, and related functions for a defined geographic area
 by means of an end office switch.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b) “Remote End Office
 Switch” is a switch in which the subscriber station loops are terminated. The
 control equipment providing terminating, switching, signaling, transmission,
 and related functions would reside in a host office. Local switching
 capabilities may be resident in a remote end office switch.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c) “Host Office Switch”
 is a switch with centralized control over the functions of one or more remote
 end office switches. A host office switch can serve as an end office as well
 as providing services to other remote end offices requiring terminating,
 signaling, transmission, and related functions including local switching.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d) “Tandem Switch” or
 “Tandem Office” is a switching facility that is used to interconnect trunk
 circuits between and among End Office Switches, aggregation points, points of
 termination, or points of presence.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.4

 	
 “Commercial Mobile Radio
 Services” or “CMRS” means Commercial Mobile Radio Services as defined in 47
 C.F.R. Part 20. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.5

 	
 “Commission” means the
 relevant state agency with oversight authority over telecommunications. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.6

 	
 “Effective Date” means the
 date first above written. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.7

 	
 “FCC” means the Federal
 Communications Commission. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.8

 	
 “Interconnection” for
 purposes of this Agreement is the linking of RNK and CARRIER networks for the
 exchange of Local Telecommunications Traffic described in this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.9

 	
 “Interexchange Carrier” or
 “IXC” means a carrier that provides or carries, directly or indirectly,
 InterLATA Service or IntraLATA Toll Traffic. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.10

 	
 “InterLATA Service” means
 telecommunications between a point located in a local access and transport
 area and a point located outside such area. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.11

 	
 “IntraLATA Toll Traffic”
 means those intraLATA station calls that are not defined as Local
 Telecommunications Traffic in this Agreement. 

 


4





Interconnection and Reciprocal Compensation Agreement Between RNK &
Southwestern Bell Mobile

Systems, LLC d/b/a Cingular Wireless


	
  

 	
  

 	
  

 
	
  

 	
 1.12

 	
 “Local Access and
 Transport Area” or “LATA” means a contiguous geographic area: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a) Established before
 February 8, 1996, by a Bell operating company such that no exchange area
 includes points within more than 1 metropolitan statistical area,
 consolidated metropolitan statistical area, or State, except as expressly
 permitted under the AT&T Consent Decree; or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b) Established or
 modified by a Bell operating company after February 8, 1996, and approved by
 the Commission. 47 U.S.C. §153(25)

 
	
  

 	
  

 	
  

 
	
  

 	
 1.13

 	
 “Local Service Area”
 means, for CARRIER, an individual Major Trading Area (“MTA”) and for RNK, its
 local calling areas contained in RNK’s then current applicable tariff(s). 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.14

 	
 “Local Telecommunications
 Traffic” is defined for purposes of compensation under this Agreement as
 Local Service Area traffic that (a) is originated from one carrier on that
 carrier’s network, (b) terminates on the other carrrier’s network within the
 same Major Trading Area (MTA), and (c) may be handled pursuant to an
 agreement between the originating carrier and a carrier which performs only a
 transiting function for the originating carrier in lieu of a direct
 connection between the Parties, provided that the service provided by CARRIER
 is a two-way Mobile Service. For purposes of determining originating and
 terminating points, the originating or terminating point for RNK shall be the
 rate center serving the calling or called party’s number (i.e., NPA NXX), and
 for CARRIER shall be the originating or terminating cell site location that
 services the calling or called party at the beginning of the call (or, in the
 absence of such information, the same as RNK – i.e., the calling or called
 party’s NPA NXX rate center). 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.15

 	
 “Local Exchange Carrier”
 or “LEC” is as defined in the Act. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.16

 	
 “Major Trading Area” or
 “MTA” means Major Trading Area as defined by the FCC in 47 C.F.R. Part
 24.202. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.17

 	
 “Mobile Service” means a
 radio communication service carried on between mobile stations or receivers
 and land stations, and by Mobile Stations communicating among themselves, and
 includes (a) both one-way and two-way radio communication services, (b) a
 mobile service which provides a regularly interacting group of base, mobile,
 portable, and associated control and relay stations (whether licensed on an
 individual, cooperative, or multiple basis) for private one-way or two-way
 land mobile radio communications by eligible users over designated areas of
 operation, and (c) any service for which a license is required in a personal
 communications service established pursuant to the FCC proceeding entitled
 ‘‘Amendment to the Commission’s Rules to Establish New Personal
 Communications Services’’ (GEN Docket No. 90-314; ET Docket No. 92-100), or
 any successor proceeding. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.18

 	
 “Mobile Station” means a
 radio-communication station capable of being moved and which ordinarily does
 move. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.19

 	
 “Mobile Switching Center”
 or “MSC” is a switching facility that performs the switching for the routing
 of calls among its mobile subscribers and subscribers in other mobile or
 landline networks. The MSC is used to connect and switch trunk circuits
 within the 

 


5





Interconnection and Reciprocal Compensation Agreement Between RNK &
Southwestern Bell Mobile

Systems, LLC d/b/a Cingular Wireless


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 wireless network and
 between the wireless network and the public switched network for wireless
 traffic by a CMRS provider.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.20

 	
 “Non-Local
 Telecommunications Traffic” - All traffic which is not Local
 Telecommunications Traffic, as defined in Section 1.14 hereof, is Non-Local
 Telecommunications Traffic and will not be subject to Reciprocal Compensation
 but may be subject to other compensation, pursuant to this Agreement, or
 applicable tariff. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.21

 	
 “NPA” or the “Number Plan
 Area” also referred to as an “area code” refers to the three-digit code which
 precedes the NXX in a dialing sequence and identifies the general calling
 area within the North American Numbering Plan scope to which a call is routed
 to (i.e., NPA/NXX-XXXX). 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.22

 	
 “NXX” means the
 three-digit code, which appears as the first three digits of a seven-digit
 telephone number within a valid NPA or area code. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.23

 	
 “Party” means either RNK
 or CARRIER, and “Parties” means RNK and CARRIER. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.24

 	
 “Point of Interconnection”
 (“POI”) means that technically feasible point of demarcation where the
 exchange of Local Telecommunications Traffic between two carriers takes
 place. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.25

 	
 “Rate Center” means the
 specific geographic point and corresponding geographic area that is
 associated with one or more NPA-NXX codes that have been assigned for the
 provisioning and rating of telecommunications services. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.26

 	
 “Reciprocal Compensation”
 means an arrangement between two carriers in which each receives compensation
 from the other carrier for the transport and termination on each carrier’s
 network of Local Telecommunications Traffic, as defined in Section 1.14
 above, that originates on the network facilities of the other carrier. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.27

 	
 “Telecommunications” means
 the transmission, between or among points specified by the user, of
 information of the user’s choosing, without change in the form or content of
 the information as sent and received. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.28

 	
 “Telecommunications
 Carrier” means any provider of telecommunications services, except that such
 term does not include aggregators of telecommunications services (as defined
 in 47 U.S.C. Section 226(a)(2)). A telecommunications carrier shall be
 treated as a common carrier under this chapter only to the extent that it is
 engaged in providing telecommunications services, except that the Federal
 Communications Commission shall determine whether the provision of fixed and
 mobile satellite service shall be treated as common carriage. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.29

 	
 “Termination” means the
 switching of Local Telecommunications Traffic at the terminating carrier’s
 End Office Switch or equivalent facility, and delivery of such traffic to the
 called party. 

 


6





Interconnection and Reciprocal Compensation Agreement Between RNK &
Southwestern Bell Mobile

Systems, LLC d/b/a Cingular Wireless


	
  

 	
  

 	
  

 
	
  

 	
 1.30

 	
 “Transiting Traffic” is
 traffic that originates from one provider’s network, “transits” one or more
 other provider’s network substantially unchanged, and terminates to yet
 another provider’s network, and does not include wholesale or resold IXC
 services. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.31

 	
 “Transport” means the
 transmission and any necessary tandem switching of Local Telecommunications
 Traffic subject to Section 251(b)(5) of the Act from the Point of
 Interconnection between the two carriers to the terminating carrier’s End
 Office Switch that directly serves the called party, or equivalent facility
 provided by a LEC. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 INTERPRETATION
 AND CONSTRUCTION 

 
	
  

 	
  

 	
  

 
	
  

 	
           All
 references to Sections, Exhibits and Schedules shall be deemed to be
 references to Sections of, and Exhibits and Schedules to, this Agreement
 unless the context shall otherwise require. The headings of the Sections and
 the terms are inserted for convenience of reference only and are not intended
 to be a part of or to affect the meaning of this Agreement. Unless the
 context shall otherwise require, any reference to any agreement, other
 instrument or other third party offering, guide or practice, statute,
 regulation, rule or tariff is for convenience of reference only and is not
 intended to be a part of or to affect the meaning of a rule or tariff as
 amended and supplemented from time-to-time (and, in the case of a statute,
 regulation, rule or tariff, to any successor provision).

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 SCOPE 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.1 This Agreement is
intended, inter alia, to describe and enable specific Interconnection and
Reciprocal Compensation arrangements between the Parties. This Agreement does
not obligate either Party to provide arrangements not specifically provided
for herein.  

 
	
  

 	
  

 	
  

 
	
  

 	
 3.2 This Agreement sets
 forth the terms, conditions, and rates under which the Parties agree to
 interconnect the CMRS network of CARRIER and the LEC network of RNK for
 purposes of exchanging Local Service Area traffic directly or indirectly,
 provided that the service provided by CARRIER to its customer is a two-way
 capable Mobile Service as defined in 47 U.S.C. §153(27). 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.3 CARRIER represents
 that it is a licensed CMRS provider of telecommunications services to
 subscribers in all jurisdictions subject to this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.4 The Parties agree that
 all Local Service Area traffic shall be exchanged via the facilities
 described in Section 4.1 or provided for in Section 4.2. In the event of
 catastrophic situations (i.e., a failure in the network), other facilities
 may be used by the Parties to exchange Local Service Area traffic under this
 Agreement, including limited third party LEC networks between the Parties. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.5 This Agreement does
 not cover CARRIER traffic to paging services. 

 


7







Interconnection and Reciprocal Compensation
Agreement Between RNK & Southwestern Bell Mobile 

Systems, LLC d/b/a Cingular Wireless




	
  

 	
  

 
	
 4.

 	
 SERVICE AGREEMENT 

 



Description of Arrangements. The traffic
subject to this Agreement shall be Local Telecommunications Traffic that
originates from the network of one Party or its Affiliates and Subsidiaries,
and is delivered to the network of the other Party or its Affiliates and
Subsidiaries. Such traffic includes that traffic which is delivered indirectly
via a third party switch (“Transited Traffic”), but not resold or wholesale
service traffic carried by IXCs (for which the IXCs are responsible for
transporting and terminating traffic and associated costs/intercarrier
compensation – e.g., interMTA for CARRIER, and interstate and intraLATA toll
for RNK). Routing of traffic shall be as described in this Section, except
that, alternatives may be employed in the event of emergency or temporary
equipment failure. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.1

 	
 Transport
 and Termination of Traffic. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 4.1.1

 	
 Types of
 Traffic. The Parties shall reciprocally terminate
 Local Telecommunications Traffic originating on each other’s networks. In
 addition, LEC will, unless notified to the contrary by CARRIER, pass
 Transited Traffic to/from CARRIER and any third party End Office that
 subtends LEC’s; provided that LEC shall have no obligation to pay, or right
 to collect termination compensation for such transited traffic. The above
 notwithstanding, LEC may collect tandem switching and transport charges from
 the originating carrier for such transited traffic. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 4.1.2

 	
 Compensation
 for Exchange of Traffic. The Parties shall
 compensate each other for the exchange of Local Telecommunications Traffic in
 accordance with Section 5 and Appendix A attached to this Agreement and made
 a part hereof. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 4.1.3

 	
 Reciprocal
 Termination Compensation: Each Party will pay the
 other the rate as agreed in Appendix A per minute of use for Local
 Telecommunications Traffic originated on the paying Party’s network and
 terminating to the paid Party’s network. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 4.1.4

 	
 The
 originating Party shall not charge the terminating party any third party
 costs of transit. 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.2

 	
 Direct
 Interconnection: If during the course of the
 Agreement the Parties decide direct interconnection via industry acceptable
 method is desirable the Parties shall negotiate in good faith the terms and
 conditions of any connection subjection to the reciprocal compensation
 arrangements of this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.3

 	
 Network
 Managers: Nothing in this Agreement shall prohibit
 CARRIER from enlarging its CMRS network through management contracts with
 third-parties for the construction and operation of a CMRS system under the
 CARRIER brand name and license. Traffic traversing such extended networks
 shall be deemed to be and treated under this Agreement as “CARRIER
 telecommunications traffic” when it originates on such extended network and
 terminates on RNK’s network, and as “RNK

 






8







Interconnection and Reciprocal Compensation
Agreement Between RNK & Southwestern Bell Mobile 

Systems, LLC d/b/a Cingular Wireless





	
  

 	
  

 	
  

 
	
  

 	
  

 	
 telecommunications
 traffic” when it originates upon RNK’s network and terminates upon such
 extended network. Telecommunications traffic traversing on such extended
 networks shall be subject to the terms, conditions, and rates of this
 Agreement.

 
	
  

 	
  

 
	
 5.

 	
 COMPENSATION 

 
	
  

 	
  

 
	
 5.1

 	
 Traffic
 Subject to Reciprocal Compensation. 

 



          Reciprocal
compensation is applicable for Transport and Termination of Local
Telecommunications Traffic as defined in Section 1.14 and is related to the
exchange of traffic described in Section 4, and in Attachment A, as applicable.
For the purposes of billing compensation for Local Telecommunications Traffic,
billed minutes will be based upon actual usage recorded based on
records/reports provided by the terminating carrier. Measured usage begins when
the terminating recording switch receives answer supervision from the called
end-user, as comes from the called party’s carrier, and ends when the terminating
recording switch receives or sends disconnect (release message) supervision,
whichever occurs first. The measured usage is aggregated at the end of the
measurement cycle and rounded to the next whole minute. Billing for Local
Telecommunications Traffic shall be based on the aggregated measured usage by
terminating carrier for originating carrier’s traffic less traffic that is
Non-Local (i.e., InterMTA) Telecommunications Traffic. At the present time
CARRIER cannot measure traffic. CARRIER will rely on the reports from RNK for
invoicing reciprocal compensation. At any time, if CARRIER questions the
validity of the reports, CARRIER may request, upon thirty (30) days written
notice, a traffic study to verify the report. Once CARRIER has measuring capabilities,
CARRIER will invoice RNK through use of its own records. Upon thirty (30) days
written notice to RNK of CARRIER’s intention to do so. 


          The
exchange of the parties’ intraMTA traffic shall
be considered Local Telecommunications Traffic and compensation for the
termination of such traffic shall be pursuant to the terms of this section. The
charges for local interconnection are to be billed monthly and paid within 30
days of invoice date. Late payment fees, not to exceed 1 1/2% per month (or a
lower percent as specified by law) will be due for delinquent payments. 


          Upon
thirty (30) days written notice, each party must provide the other the ability
and opportunity to conduct an annual audit to ensure the proper billing of
traffic between the parties. The parties will retain records of call detail for
a minimum of six (6) months from which accurate traffic volumes for both intra
and interMTA traffic can be ascertained. The audit shall be accomplished during
normal business hours at an office designated by the party being audited. Audit
request shall not be submitted more frequently than one (1) time per calendar
year. Audits shall be performed by a mutually acceptable independent auditor
paid for by the party requesting the audit. Any discrepancy in billing
discovered during an audit shall be retroactively adjusted for the quarter
immediately preceding such notice.


          Each
party may request to inspect, during normal business hours and with three (3)
business days’ notice, the records that are the basis for any monthly bill
issued by the other Party and to request copies thereof provided that the
requested records do not exceed two (2) months in age from the date the monthly
bill containing said record information was issued. 





9





Interconnection and Reciprocal Compensation
Agreement Between RNK & Southwestern Bell Mobile 

Systems, LLC d/b/a Cingular Wireless




	
  

 	
  

 
	
 5.2

 	
 Traffic
 Subject to Switched Access Compensation. 

 



          Parties
agree that traffic initially rated and recorded as Local Telecommunications
Traffic may originate or terminate in another MTA and therefore be Non-Local
Telecommunications Traffic subject to Switched Access Compensation. 


          Switched
access compensation is applicable to all Non-Local Telecommunications Traffic
exchanged between RNK and CARRIER, as described in Section 4, and Attachment A,
as applicable. CARRIER shall compensate RNK at RNK’s interstate Switched Access
rates for all such Non-Local Telecommunications Traffic as reflected in RNK’s
applicable tariff. 


	
  

 	
  

 
	
  

 	
 5.2.1 The
 duty of a party to deliver Non-Local Telecommunications Traffic to the other
 party shall be reciprocal. For terminating its Non-Local Traffic on the other
 party’s network, each party will pay either the access charges described in
 paragraph 5.2.2 hereunder or the Non-Local Intermediary Charges described in
 paragraph 5.2.4 hereunder, as appropriate. 

 
	
  

 	
  

 
	
  

 	
 5.2.2 For
 originating and terminating intrastate or interstate interMTA Non-Local
 Telecommunications Traffic, each party, or the Interexchange Carriers
 terminating such traffic, shall pay the other intrastate or, as appropriate,
 switched network access service rate elements on a per minute of use basis,
 which are set out in RNK’s Intrastate Access Services Tariff or RNK’s
 Interstate Access Services Tariff as those tariffs may be amended from time
 to time during the term of this Agreement. In no event shall RNK be charged
 for InterMTA traffic more than RNK charges in its applicable tariff. 

 
	
  

 	
  

 
	
  

 	
 5.2.3 Actual
 traffic measurements in each of the appropriate categories is the preferred
 method of classifying and billing traffic. [***] Unless otherwise agreed by the parties, RNK shall deduct
 CARRIER’s compensation due under this section from its own monthly bill
 rendered to CARRIER. [***] If a
 surrogate method is used, the records requirements of Section 5.1 and 5.2
 shall apply. 

 
	
  

 	
  

 
	
  

 	
 5.2.4 Access
 to Signaling and Signaling Databases Should either or both parties request
 direct interconnection instead of via a third party, RNK and CARRIER will
 negotiate reasonable rates for applicable services. 

 
	
  

 	
  

 
	
 5.3

 	
 Calculation
 of Payments and Billing. 

 
	
  

 	
  

 
	
  

 	
 5.3.1 If
 parties agree to connect directly, RNK shall compensate CARRIER for Local
 Telecommunications Traffic that is delivered by RNK to CARRIER over the
 two-way direct trunk groups, as prescribed in Section 4.1 and in Attachment
 A, as applicable, and at the rate provided in Attachment A. Before such
 direct exchange, CARRIER and RNK will negotiate in good faith and determine
 necessary terms and a reasonable rate, to be incorporated in Attachment A,
 and CARRIER will compensate RNK for Local Telecommunications Traffic
 delivered to RNK for termination, as prescribed in Sections 4.1, 4.2, and in
 Attachment A, as applicable, and at the rate provided in Attachment A, and
 for Non-Local Telecommunications Traffic exchanged between CARRIER & RNK,
 as prescribed and at the rates provided in Section 5.2, above. 

 





10





Interconnection and Reciprocal Compensation
Agreement Between RNK & Southwestern Bell Mobile 

Systems, LLC d/b/a Cingular Wireless




	
  

 	
  

 
	
  

 	
 5.3.2. When
 possible, CARRIER shall prepare a monthly billing statement to RNK,
 reflecting the calculation of Reciprocal Compensation due CARRIER. [***] and total compensation due RNK, and
 RNK will offset such compensation owed to CARRIER pursuant to Section 5.2.3
 as long as it is applicable. 

 
	
  

 	
  

 
	
  

 	
 5.3.3 Both
 Parties agree to use actual minutes of use of Non-Local Telecommunications
 Traffic as a basis for billing such traffic. Actual recorded usage shall be
 the basis for billing, when available and verifiable, in accordance with
 industry standards. [***]

 
	
  

 	
  

 
	
 6.

 	
 NOTICE OF CHANGES 

 



          If
a Party contemplates a change in its network that it believes will materially
affect the inter-operability of its network with the other Party, the Party
making the change shall provide at least ninety (90) days advance written
notice of such change to the other Party. 


	
  

 	
  

 
	
 7.

 	
 GENERAL RESPONSIBILITIES OF THE PARTIES 

 



7.1 Each Party
is individually responsible to provide facilities within its network that are
necessary for routing, transporting and, measuring and billing traffic
contemplated in Section 5 preceding from the other Party’s network and for
delivering such traffic to the other Party’s network in a mutually acceptable
format, and to terminate the traffic it receives in that mutually acceptable
format to the proper address on its network. All direct interconnection
facilities will be at a DS1 level, multiple DS1 level, or DS3 level and will
conform to industry standards. All two-way trunk facilities will be engineered
to a P.01 grade of service. (The technical reference for DS1 facilities is
Telcordia TR-NWT-000499. The technical reference for trunking facilities is
Telcordia TR-NPL-000145.) 


7.2 Neither
Party shall use any service related to or use any of the Services provided in
this Agreement in any manner that prevents other persons from using their
service or destroys the normal quality of service to other carriers or to
either Party’s customers, and subject to notice and a reasonable opportunity of
the offending Party to cure any violation, either Party may discontinue or
refuse service if the other Party violates this provision. 


7.3 Each Party
is solely responsible for the services it provides to its customers and to
other Telecommunications Carriers. 


7.4 Each Party
is responsible for administering NXX codes assigned to it. 


7.5 Each Party
is responsible for obtaining Local Exchange Routing Guide (“LERG”) listings of
the Common Language Location Identifier (“CLLI”) assigned to its switches. 


7.6 Each Party
shall use the LERG published by Telcordia or its successor for obtaining
routing information and shall provide all required information to Telcordia for
maintaining the LERG in a timely manner. 





11





Interconnection and Reciprocal Compensation
Agreement Between RNK & Southwestern Bell Mobile 

Systems, LLC d/b/a Cingular Wireless 




7.7 SS7
connectivity is required on both Parties’ networks for Type 2 trunks, where it
is technically feasible. SS7 connectivity will be provided in accordance with
the technical specifications of accepted industry practice and standards. 


	
  

 	
  

 	
  

 
	
 8.

 	
 TERM AND TERMINATION 

 
	
  

 	
  

 
	
 8.1

 	
 Subject to
 the provisions of Sections 8.4 and 15, the initial term of this Agreement
 shall be for two (2) year term (“Term”), which shall commence on the
 Effective Date. This Agreement shall continue in force and effect thereafter,
 on a month-to-month basis, until replaced by another agreement or terminated
 by either Party upon ninety (90) days’ written notice to the other. 

 
	
  

 	
  

 
	
 8.2

 	
 If, pursuant
 to Section 8.1, the Agreement continues in full force and effect after the
 expiration of the Term, either Party may terminate the Agreement ninety (90)
 days after delivering written notice to the other Party of its intention to
 terminate this Agreement (“Termination Notice”). If either Party requests
 renegotiation of this Agreement within forty-five (45) days of such
 Termination Notice, the Agreement will continue in full force and effect
 until the parties execute a new Agreement. The date of a Party’s receipt of
 the other Party’s request to renegotiate shall hereinafter be referred to as
 the “Renegotiation Request Date.” If the Parties do not execute a new
 interconnection agreement within the respective periods set forth herein,
 either Party may exercise its applicable rights under the Act. If neither
 Party requests renegotiation within forty-five 45 days of the Termination
 Notice, this Agreement shall terminate 90 days after the Termination Notice.
 Neither Party shall have any liability to the other Party for termination of
 this Agreement pursuant to this other than to pay to the other Party any
 amounts owed under this Agreement. Upon termination or expiration of this
 Agreement: 

 
	
  

 	
  

 
	
  

 	
 (a) each
 Party shall promptly pay all amounts (including any late payment charges)
 owed under this Agreement in accordance with Section 8.5; 

 
	
  

 	
  

 
	
  

 	
 (b) each
 Party’s indemnification obligations (Section 11) and confidentiality
 obligations (Section 17.5) shall survive termination or expiration of this
 Agreement. 

 
	
  

 	
  

 
	
 8.3

 	
 If either
 Party seeks to renegotiate this Agreement, unless otherwise agreed by the
 Parties, it must provide written notice thereof to the other Party no earlier
 than three (3) months prior to the expiration of the Agreement. The date of a
 Party’s receipt of the other Party’s request to renegotiate shall hereinafter
 be referred to as the “Renegotiation Request Date. 

 
	
  

 	
  

 
	
 8.4

 	
 The Parties
 agree that disputed and undisputed billing amounts due under this Agreement
 shall be handled as follows: 

 
	
  

 	
  

 
	
  

 	
 8.4.1

 	
 If any
 portion of an amount due to a Party (the “Billing Party”) under this
 Agreement is subject to a bona fide dispute between the Parties, the Party
 billed (the “Non-Paying Party”) shall, within thirty (30) days of its receipt
 of the invoice containing such disputed amount, give written notice to the
 Billing Party of the amounts it disputes (“Disputed Amounts”) and include in
 such notice the specific 

 





12





Interconnection and Reciprocal Compensation
Agreement Between RNK & Southwestern Bell Mobile 

Systems, LLC d/b/a Cingular Wireless




	
  

 	
  

 	
  

 
	
  

 	
  

 	
 details and
 reasons for disputing each item. The Non-Paying Party shall pay when due all
 undisputed amounts to the Billing Party. Any amounts not disputed within
 thirty (30) days of receipt date of invoice will be deemed undisputed and due
 and owing. The Parties will work together in good faith to resolve issues
 relating to the disputed amounts in accordance with Section 14. Any
 undisputed amounts not paid when due, or disputed originally and then found
 to be valid, shall accrue daily interest from the date such amounts were due
 at the lesser of (i) one and one-half percent (1-1/2%) per month or (ii) the
 highest rate of interest that may be charged under Massachusetts’ applicable
 law.

 
	
  

 	
  

 	
  

 
	
  

 	
 8.4.2

 	
 Undisputed
 amounts shall be paid within thirty (30) days of invoice date. All charges
 under this agreement shall be billed within one year from the time the charge
 was incurred; previously unbilled charges more than one year old shall not be
 billed by either party, and shall not be payable by either party. 

 
	
  

 	
  

 	
  

 
	
 8.5

 	
 Upon
 termination or expiration of this Agreement in accordance with this Section: 

 






	
  

 	
  

 	
  

 
	
  

 	
  (a)

 	
 Each Party
 shall comply immediately with its obligations as set forth above;

 
	
  

 	
  

 	
  

 
	
  

 	
  (b)

 	
 Each Party
 shall promptly pay all amounts (including any late payment charges) owed
 under this Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
  (c)

 	
 Each Party’s
 indemnification obligations shall survive termination or expiration of this
 Agreement.

 
	
  

 	
  

 	
  

 
	
 9.

 	
 CANCELLATION CHARGES 

 



Except as
provided herein or certain Services provided under one or more relevant
Exhibits and any applicable Early Termination provisions expressly agreed in
any applicable executed Exhibits, no cancellation charges shall apply. 


	
  

 	
  

 
	
 10.

 	
 NON-SEVERABILITY 

 



10.1 The
services, arrangements, terms and conditions of this Agreement were mutually
negotiated by the Parties as a total arrangement and are intended to be
non-severable. 


10.2 Nothing
in this Agreement shall be construed as requiring or permitting either Party to
contravene any mandatory requirement of federal or state law, or any
regulations or orders adopted pursuant to such law. 





13





Interconnection and Reciprocal Compensation
Agreement Between RNK & Southwestern Bell Mobile 

Systems, LLC d/b/a Cingular Wireless




	
  

 	
  

 
	
 11.

 	
 INDEMNIFICATION 

 



11.1 Each
Party (the “Indemnifying Party”) shall indemnify and hold harmless the other
Party (“Indemnified Party”) from and against loss, cost, claim liability,
damage, and expense (including reasonable attorney’s fees) to customers and
other third parties for: 


	
  

 	
  

 	
  

 
	
  

 	
 (1) damage to
 tangible personal property or for personal injury proximately caused by the
 negligence or willful misconduct of the Indemnifying Party, its employees ,
 agents or contractors; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (2) claims for
 libel, slander, or infringement of copyright arising from the material
 transmitted over the Indemnified Party’s facilities arising from the
 Indemnifying Party’s own communications or the communications of such
 Indemnifying Party’s customers; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (3) claims for
 infringement of patents arising from combining the Indemnified Party’s
 facilities or services with, or the using of the Indemnified Party’s services
 or facilities in connection with, facilities of the Indemnifying Party. 

 



          Neither
Party shall accept terms of a settlement that involves or references the other
Party in any matter without the other Party’s approval. 


          Notwithstanding
this indemnification provision or any other provision in the Agreement, neither
Party, nor its parent, subsidiaries, affiliates, agents, servants, or
employees, shall be liable to the other for Consequential Damages (as defined
in Section 12.3). 


11.2 The
Indemnified Party will notify the Indemnifying Party promptly in writing of any
claims, lawsuits, or demands by customers or other third parties for which the
Indemnified Party alleges that the Indemnifying Party is responsible under this
Section, and, if requested by the Indemnifying Party, will tender the defense
of such claim, lawsuit or demand. 


	
  

 	
  

 	
  

 
	
  

 	
 (1) In the event
 the Indemnifying Party does not promptly assume or diligently pursue the
 defense of the tendered action, then the Indemnified Party may proceed to
 defend or settle said action and the Indemnifying Party shall hold harmless
 the Indemnified Party from any loss, cost liability, damage and expense. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (2) In the event
 the Party otherwise entitled to indemnification from the other elects to
 decline such indemnification, then the Party making such an election may, at
 its own expense, assume defense and settlement of the claim, lawsuit or
 demand. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (3) The Parties
 will cooperate in every reasonable manner with the defense or settlement of
 any claim, demand, or lawsuit. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (4) Neither
 Party shall accept the terms of a settlement that involves or references the
 other Party in any matter without the other Party’s approval. 

 





14







Interconnection and Reciprocal Compensation
Agreement Between RNK & Southwestern Bell Mobile

Systems, LLC d/b/a Cingular Wireless




	
  
 	
  
 
	12.
	LIMITATION OF LIABILITY 

	 
	 

	
  
 	
 12.1 No
 liability shall attach to either Party, its parents, subsidiaries,
 affiliates, agents, servants, employees, officers, directors, or partners for
 damages arising from errors, mistakes, omissions, interruptions, or delays in
 the course of establishing, furnishing, rearranging, moving, terminating,
 changing, or providing or failing to provide services or facilities (including
 the obtaining or furnishing of information with respect thereof or with
 respect to users of the services or facilities) in the absence of gross
 negligence or willful misconduct. 
 
	
  
 	
  
 
	
  
 	
 12.2 Except
 as otherwise provided in Section 11.0, no Party shall be liable to the other
 Party for any loss, defect or equipment failure caused by the conduct of the
 first Party, its agents, servants, contractors or others acting in aid or
 concert with that Party, except in the case of gross negligence or willful
 misconduct. 
 
	
  
 	
  
 
	
  
 	
 12.3 Except
 as otherwise provided in Section 11.0, no Party shall have any liability
 whatsoever to the other Party for any indirect, special, consequential,
 incidental or punitive damages, including but not limited to loss of
 anticipated profits or revenue or other economic loss in connection with or
 arising from anything said, omitted or done hereunder (collectively,
 “Consequential Damages”), even if the other Party has been advised of the
 possibility of such damages. 
 






	
  

 	
  

 
	
  

 	
 13.     DISCLAIMER 

 






	
  

 	
  

 	
  

 
	
  

 	
 EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER PARTY MAKES ANY
 REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
 TO ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR INTENDED OR PARTICULAR
 PURPOSE WITH RESPECT TO SERVICES PROVIDED HEREUNDER. ADDITIONALLY, NEITHER
 PARTY ASSUMES ANY RESPONSIBILITY WITH REGARD TO THE CORRECTNESS OF DATA OR
 INFORMATION SUPPLIED BY THE OTHER PARTY WHEN THIS DATA OR INFORMATION IS
 ACCESSED AND USED BY A THIRD-PARTY.

 
	
  

 	
  

 	
  

 
	
  

 	
 14. DISPUTE RESOLUTION 

 
	
  

 	
  

 	
  

 
	
  

 	
           Except
 as provided under Section 252 of the Act with respect to the approval of this
 Agreement by the State Commission, the Parties desire to resolve disputes
 arising out of or relating to this Agreement without litigation. Accordingly,
 except for action seeking a temporary restraining order or an injunction
 related to the purposes of this Agreement, or suit to compel compliance with
 this dispute resolution process, the Parties agree to use the following
 dispute resolution procedures with respect to any controversy or claim
 arising out of or relating to this Agreement or its breach.

 
	
  

 	
  

 	
  

 
	
  

 	
 14.1

 	
 Informal
 Resolution of Disputes 

 
	
  

 	
  

 	
  

 
	
  

 	
 Billing
 disputes shall be handled in accordance with Section 8.4. All disputes shall
 be handled in accordance with section 14.1 hereafter. At the written request
 of a Party, each Party will appoint a knowledgeable, responsible
 representative, empowered to resolve such dispute, to meet and negotiate in
 good faith to resolve any dispute arising out of or relating to this
 Agreement. The Parties intend that these negotiations be conducted by
 non-lawyer, business representatives. The location, format, frequency,
 duration, and conclusion of these discussions shall be left to the

 





15







Interconnection and Reciprocal Compensation
Agreement Between RNK & Southwestern Bell Mobile

Systems, LLC d/b/a Cingular Wireless



	
  

 	
  

 	
  

 
	
  

 	
 discretion
 of the representatives. Upon agreement, the representatives may utilize other
 alternative dispute resolution procedures such as mediation to assist in the
 negotiations. Discussions and correspondence among the representatives for
 purposes of these negotiations shall be treated as Confidential Information
 developed for purposes of settlement, exempt from discovery, and shall not be
 admissible in the arbitration described below or in any lawsuit without the
 concurrence of all Parties. Documents identified in or provided with such
 communications, which are not prepared for purposes of the negotiations, are
 not so exempted and may, if otherwise discoverable, be discovered or
 otherwise admissible, be admitted in evidence, in the arbitration or lawsuit.

 
	
  

 	
  

 	
  

 
	
  

 	
 14.2

 	
 Formal
 Dispute Resolution 

 
	
  

 	
  

 	
  

 
	
  

 	
 If
 negotiations fail to produce an agreeable resolution within ninety (90) days,
 then either Party may proceed with any remedy available to it pursuant to
 law, equity or agency mechanisms; provided, that upon mutual agreement of the
 Parties such disputes may also be submitted to binding arbitration. In the
 case of an arbitration, each Party shall bear its own costs. The Parties
 shall equally split the fees of any mutually agreed upon arbitration
 procedure and the associated arbitrator.

 
	
  

 	
  

 	
  

 
	
  

 	
 14.3

 	
 Continuous
 Service 

 
	
  

 	
  

 	
  

 
	
  

 	
 The Parties
 shall continue providing services to each other during the pendency of any
 dispute resolution procedure, so long as the Parties continue to perform
 their payment obligations for undisputed charges (including making payments
 in accordance with this Agreement.).

 
	
  

 	
  

 	
  

 
	
  

 	
 15.

 	
 REGULATORY APPROVAL  

 
	
  

 	
  

 	
  

 
	
  

 	
           The
 Parties understand and agree that this Agreement may be filed with a public
 utility commission or commissions, and to the extent required by FCC rules
 may thereafter be filed with the FCC. Each Party covenants and agrees to
 fully support approval of this Agreement by the Commission or the FCC under
 Section 252(e) of the Act without modification. The Parties, however, reserve
 the right to seek regulatory relief and otherwise seek redress from each
 other regarding performance and implementation of this Agreement. In the
 event the Commission or FCC rejects this Agreement in whole or in part, the
 Parties agree to meet and negotiate in good faith to arrive at a mutually
 acceptable modification of the rejected portion(s). Further, this Agreement
 is subject to change, modification, or cancellation as may be required by a
 regulatory authority or court in the exercise of its lawful jurisdiction.

 
	
  

 	
  

 
	
  

 	
           The
 Parties agree that their entrance into this Agreement is without prejudice to
 any positions they may have taken previously, or may take in future, in any
 legislative, regulatory, judicial or other public forum addressing any
 matters, including matters related to the same types of arrangements covered
 in this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 16.

 	
 PENDING JUDICIAL APPEALS AND REGULATORY RECONSIDERATION 

 
	
  

 	
  

 	
  

 
	
  

 	
           The
 Parties acknowledge that the respective rights and obligations of each Party
 as set forth in this Agreement are based on the text of the Act and the rules
 and regulations promulgated thereunder by the FCC and the Commission as of
 the Effective Date (“Applicable Rules”). In the event of any amendment to the
 Act, any effective legislative action or any effective regulatory or

 





16





Interconnection and Reciprocal Compensation
Agreement Between RNK & Southwestern Bell Mobile

Systems, LLC d/b/a Cingular Wireless



	
  
 	
  
 	
  
 
	
 judicial
 order, rule, regulation, arbitration award, dispute resolution procedures
 under this Agreement or other legal action purporting to apply the provisions
 of the Act to the Parties or in which the FCC or the Commission makes a generic
 determination that expressly revises, modifies or reverses the Applicable
 Rules (individually and collectively, Amended Rules), either Party may, by
 providing written notice to the other party, require that the affected
 provisions of this Agreement be renegotiated in good faith and this Agreement
 shall be amended accordingly to reflect the pricing, terms and conditions of
 each such Amended Rules relating to any of the provisions in this Agreement.
 
	
  
 
	
 17.
 	
 MISCELLANEOUS
 
	
  
 	
  
 	
  
 
	
 17.1 Authorization
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 17.1.1 RNK
 is a corporation duly organized, validly existing and in good standing under
 the laws of the State of Massachusetts and has full power and authority to
 execute and deliver this Agreement and to perform its obligations hereunder,
 subject to any necessary regulatory approval.
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 17.1.2
 CARRIER is duly organized, validly existing and in good standing under the
 laws of the State(s) in which CARRIER seeks service and has full power and
 authority to execute and deliver this Agreement and to perform its
 obligations hereunder, subject to any necessary regulatory approval.
 
	
  
 	
  
 	
  
 
	
 17.2 Compliance.
 Each Party shall comply with all applicable federal, state, and local laws,
 rules, and regulations applicable to its performance under this Agreement.
 
	
  
 	
  
 	
  
 
	
 17.3 Independent
 Contractors. Neither this Agreement, nor any actions taken by CARRIER or
 RNK in compliance with this Agreement, shall be deemed to create an agency or
 joint venture relationship between CARRIER and RNK, or any relationship other
 than that of purchaser and seller of services. Neither this Agreement, nor
 any actions taken by CARRIER or RNK in compliance with this Agreement, shall
 create a contractual, agency, or any other type of relationship or third
 party liability between CARRIER and RNK end users or others. 
 
	
  
 	
  
 	
  
 
	
 17.4 Force
 Majeure. Neither Party shall be liable for any delay or failure in
 performance of any part of this Agreement from any cause beyond its control
 and without its fault or negligence including, without limitation, acts of
 nature, acts of civil or military authority, government regulations,
 embargoes, epidemics, terrorist acts, riots, insurrections, fires,
 explosions, earthquakes, nuclear accidents, floods, work stoppages, equipment
 failure, power blackouts, volcanic action, other major environmental
 disturbances, unusually severe weather conditions or any other circumstances
 beyond the reasonable control and without the fault or negligence of the
 Party affected. If any Force Majeure condition occurs, the Party delayed or
 unable to perform shall give immediate notice to the other Party as soon as
 reasonably possible and shall take all reasonable steps to correct the Force
 Majeure condition. During the pendency of the Force Majeure, the duties of
 the Parties under this Agreement affected by the Force Majeure condition
 shall be abated and shall resume without liability thereafter. 
 





17





Interconnection and Reciprocal Compensation
Agreement Between RNK & Southwestern Bell Mobile

Systems, LLC d/b/a Cingular Wireless



	
  

 	
  

 	
  

 
	
 17.5 Confidentiality 
 
	
  
 	
  
 	
  
 
	
  

 	
  

 	
 17.5.1 Any
 information such as specifications, drawings, sketches, business information,
 forecasts, models, samples, data, computer programs and other software and
 documentation of one Party (a Disclosing Party) that is furnished or made
 available or otherwise disclosed to the other Party or any of its employees,
 contractors, or agents (its “Representatives” and with a Party, a “Receiving
 Party”) pursuant to this Agreement (“Proprietary Information”) shall be
 deemed the property of the Disclosing Party. Proprietary Information, if
 written, shall be clearly and conspicuously marked “Confidential” or
 “Proprietary” or with other similar notice, and, if oral or visual, shall be
 confirmed in writing as confidential by the Disclosing Party to the Receiving
 Party within ten (10) days after disclosure. Proprietary Information, whether
 or not marked as such includes, without limitation: oral or written
 negotiation, orders for services, usage information in any form and Customer
 Proprietary Network Information as that term is defined in the Act and rules
 and regulations of the FCC. Unless Proprietary Information was previously
 known by the Receiving Party free of any obligation to keep it confidential,
 or has been or is subsequently made public by an act not attributable to the
 Receiving Party, or is explicitly agreed in writing not to be regarded as
 confidential, such information: (i) shall be held in confidence by each
 Receiving Party; (ii) shall be disclosed to only those persons who have a
 need for it in connection with the provision of services required to fulfill
 this Agreement and shall be used by those persons only for such purposes; and
 (iii) may be used for other purposes only upon such terms and conditions as
 may be mutually agreed to in advance of such use in writing by the Parties.
 Notwithstanding the foregoing sentence, a Receiving Party shall be entitled
 to disclose or provide Proprietary Information as required by any
 governmental authority or applicable law, upon advice of counsel, only in
 accordance with Section 17.5.2 of this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 17.5.2 If
 any Receiving Party is required by any governmental authority or by
 applicable law to disclose any Proprietary Information, then such Receiving
 Party shall provide the Disclosing Party with written notice of such
 requirement as soon as possible and prior to such disclosure unless expressly
 forbidden by such governmental authority and/or applicable law. The
 Disclosing Party may then seek appropriate protective relief from all or part
 of such requirement. The Receiving Party shall use all commercially
 reasonable efforts to cooperate with the Disclosing Party in attempting to
 obtain any protective relief which such Disclosing Party chooses to obtain. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 17.5.3 In
 the event of the expiration or termination of this Agreement for any reason
 whatsoever, each Party shall return to the other Party or destroy all
 Proprietary Information and other documents, work papers and other material
 (including all copies thereof) obtained from the other Party in connection
 with this Agreement and shall use all reasonable efforts, including
 instructing its employees and others who have had access to such information,
 to keep confidential and not to use any such information, unless such information
 is now, or is hereafter disclosed, through no act, omission or fault of such
 Party, in any manner making it available to the general public. 

 
	
  

 	
  

 	
  

 
	
  

 	
 17.6 Governing
 Law. For all claims under this Agreement that are based upon issues
 within the jurisdiction (primary or otherwise) of the FCC, the exclusive
 jurisdiction and remedy for all such claims shall be as provided for by the
 FCC and the Act. For all claims under this Agreement that are based upon
 issues within the jurisdiction (primary or otherwise) of the Commission, the
 exclusive jurisdiction for all such claims shall be with the Commission, and
 the exclusive remedy for such claims shall be as provided for by such
 Commission. In all other respects, this 

 





18





Interconnection and Reciprocal Compensation
Agreement Between RNK & Southwestern Bell Mobile

Systems, LLC d/b/a Cingular Wireless



	
  

 	
  

 	
  

 
	
  

 	
 Agreement
 shall be governed by the domestic laws of the Commonwealth of Massachusetts
 without reference to conflict of law provisions. 

 
	
  

 	
  

 
	
  

 	
 The terms
 and conditions of this Agreement shall be subject to any and all applicable
 laws, rules, regulations or guidelines that subsequently may be adopted by
 any federal, applicable state authority. Any modifications to this Agreement
 occasioned by such change shall be effected through good faith negotiations
 concerning. 

 
	
  

 	
  

 
	
  

 	
 17.7 Taxes.
 Each Party purchasing services hereunder shall pay or otherwise be
 responsible for all federal, state, or local sales, use, excise, gross
 receipts, transaction or similar taxes, fees or surcharges levied against or
 upon such purchasing Party (or the providing Party when such providing Party
 is permitted to pass along to the purchasing Party such taxes, fees or
 surcharges). Whenever possible, these amounts shall be billed as a separate
 item on the invoice. To the extent a sale is claimed to be for resale tax
 exemption, the purchasing Party shall furnish the providing Party a proper
 resale tax exemption certificate as authorized or required by statute or
 regulation by the jurisdiction providing said resale tax exemption. Failure
 to timely provide such sale for resale tax exemption certificate will result
 in no exemption being available to the purchasing Party. 

 
	
  

 	
  

 
	
  

 	
 17.8 Assignment.
 This Agreement shall be binding upon the Parties and shall continue to be
 binding upon all such entities regardless of any subsequent change in their
 ownership. Each Party covenants that, if it sells or otherwise transfers to a
 third party, unless the Party which is not the subject of the sale or
 transfer reasonably determines that the legal structure of the transfer
 vitiates any such need, it will require as a condition of such transfer that
 the transferee agree to be bound by this Agreement with respect to services
 provided over the transferred facilities. Except as provided in this
 paragraph, neither Party may assign or transfer (whether by operation of law
 or otherwise) this Agreement (or any rights or obligations hereunder) to a
 third party without the prior written consent of the other Party which
 consent will not be unreasonably withheld; provided that either Party may
 assign this Agreement to a corporate Affiliate or an entity under its common
 control or an entity acquiring all or substantially all of its assets or
 equity by providing prior written notice to the other Party of such
 assignment or transfer. Any attempted assignment or transfer that is not
 permitted is void ab initio. Without limiting the generality of the
 foregoing, this Agreement shall be binding upon and shall inure to the
 benefit of the Parties’ respective successors and assigns. 

 
	
  

 	
  

 
	
  

 	
 17.9 Non-Waiver.
 Failure of either Party to insist on performance of any term or condition of
 this Agreement or to exercise any right or privilege hereunder shall not be
 construed as a continuing or future waiver of such term, condition, right or
 privilege. By agreeing to the rates in Attachment A, RNK does not abrogate or
 waive any previous rights it may have had under tariff for services rendered
 to carrier. 

 
	
  

 	
  

 	
  

 
	
  

 	
 17.10 Notices.
 

 






	
  
 	
  
 	
  
 
	
  
 	
  
 	
 17.10.1
 Notices given by one Party to the other Party under this Agreement shall be
 in writing and shall be: (i) delivered personally; (ii) delivered by express
 delivery service; (iii) mailed, certified mail, return receipt requested to
 the following addresses of the Parties: 
 





19





Interconnection and Reciprocal Compensation
Agreement Between RNK & Southwestern Bell Mobile

Systems, LLC d/b/a Cingular Wireless


	
  
 	
  
 	
  
 
	
  
 	
 To: CARRIER
 	
 To: 
 
	
  
 	
 Cingular
 Wireless
 	
 RNK, Inc.
 d/b/a RNK Telecom 
 
	
  
 	
 Attn: Sr.
 Interconnection Mgr.
 	
 Attn:
 General Counsel
 
	
  
 	
 5565
 Glenridge Connector
 	
 333 Elm
 Street, Suite 310
 
	
  
 	
 Suite 1520
 	
 Dedham, MA
 02026
 
	
  
 	
 Atlanta, GA
 30342
 	
 Fax: (781)
 297-9836
 
	
  
 	
  
 	
  
 
	
  
 	
 With a copy
 to:
 	
  
 
	
  
 	
 Cingular
 Wireless
 	
  
 
	
  
 	
 5565
 Glenridge Connector
 	
  
 
	
  
 	
 Suite 1700
 	
  
 
	
  
 	
 Atlanta, GA
 30342
 	
  
 
	
  
 	
 Attn: Legal-
 Interconnection
 	
  
 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Or to such
 other address as either Party shall designate by proper notice. Notices will
 be deemed given as of the earlier of: (i) the date of actual receipt; (ii)
 the next business day when notice is sent via express mail or personal
 delivery; (iii) three (3) days after mailing in the case of certified U.S.
 mail. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 17.10.2 In
 order to facilitate trouble reporting and to coordinate the repair of
 Interconnection Facilities, trunks, and other interconnection arrangements
 provided by the Parties under this Agreement, each Party has established a
 single point of contact available 24 hours per day, seven days per week, at
 telephone numbers to be provided by the Parties. Each Party shall call the
 other at these respective telephone numbers to report trouble with connection
 facilities, trunks, and other interconnection arrangements, to inquire as to
 the status of trouble ticket numbers in progress, and to escalate trouble
 resolution. 

 






	
  

 	
  

 	
  

 
	
  

 	
 24 Hour
 Network Management or Emergency Contact:

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 For RNK:

 	
  

 
	
  

 	
 NOC Contact
 Number:   877-323-2486.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 For CARRIER:

 	
  

 
	
  

 	
 Contact
 Number: 866 915 5600

 	
  

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Before
 either party reports a trouble condition, it must first use its reasonable
 efforts to isolate the trouble to the other Party’s facilities, service, and
 arrangements. Each Party will advise the other of any critical nature of the
 inoperative facilities, service, and arrangements and any need for expedited
 clearance of trouble. In cases where a Party has indicated the essential or
 critical need for restoration of the facilities, services or arrangements,
 the other party shall use its best efforts to expedite the clearance of
 trouble. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 17.11 Publicity
 and Use of Trademarks or Service Marks. Neither Party nor its subcontractors
 or agents shall use the other Party’s trademarks, service marks, logos or
 other proprietary trade dress in any advertising, press releases, publicity
 matters or other promotional materials without such Party’s prior written
 consent. 

 


20





Interconnection and Reciprocal Compensation
Agreement Between RNK & Southwestern Bell Mobile

Systems, LLC d/b/a Cingular Wireless


	
  

 	
  

 
	
  

 	
 17.12 Joint
 Work Product. This Agreement is the joint work product of the Parties and
 has been negotiated by the Parties and their respective counsel and shall be
 fairly interpreted in accordance with its terms. In the event of any
 ambiguities, no inferences shall be drawn against either Party. 

 
	
  

 	
  

 
	
  

 	
 17.13 No
 Third Party Beneficiaries; Disclaimer of Agency. This Agreement is for
 the sole benefit of the Parties and their permitted assigns, and nothing
 herein expressed or implied shall create or be construed to create any
 third-party beneficiary rights hereunder. Except for provisions herein
 expressly authorizing a Party to act for another, nothing in this Agreement
 shall constitute a party as a legal representative or agent of the other
 Party; nor shall a Party have the right or authority to assume, create or
 incur any liability or any obligation of any kind, express or implied, against,
 in the name of, or on behalf of the other Party, unless otherwise expressly
 permitted by such other Party. Except as otherwise expressly provided in this
 Agreement, no party undertakes to perform any obligation of the other Party,
 whether regulatory or contractual, or to assume any responsibility for the
 management of the other Party’s business. 

 
	
  

 	
  

 
	
  

 	
 17.14 No
 License. No license under patents, copyrights, or any other intellectual
 property right (other than the limited license to use consistent with the
 terms, conditions and restrictions of this Agreement) is granted by either
 Party, or shall be implied or arise by estoppel with respect to any
 transactions contemplated under this Agreement. 

 
	
  

 	
  

 
	
  

 	
 17.15 Technology
 Upgrades. Nothing in this Agreement shall limit either Parties’ ability
 to upgrade its network through the incorporation of new equipment, new
 software or otherwise, provided it is to industry standards, and that the
 Party initiating the upgrade shall provide the other Party written notice at
 least ninety (90) days prior to the incorporation of any such upgrade in its
 network which will materially impact the other Party’s service (expressly
 excepting minor outages associated with testing and routine network
 upgrades). Each Party shall be solely responsible for the cost and effort of
 accommodating such changes in its own network. 

 
	
  

 	
  

 
	
  

 	
 17.16 Entire
 Agreement. The terms contained in this Agreement and any Schedules,
 Exhibits, tariffs and other documents or instruments referred to herein are
 hereby incorporated into this Agreement by reference as if set forth fully
 herein, and constitute the entire agreement between the Parties with respect
 to the subject matter hereof, superseding all prior understandings, proposals
 and other communications, oral or written. Neither Party shall be bound by
 any preprinted terms additional to or different from those in this Agreement
 that may appear subsequently in the other Party’s form documents, purchase
 orders, quotations, acknowledgments, invoices or other communications. This
 Agreement may only be modified by a writing signed by an officer of each
 Party. 

 


21





Interconnection and Reciprocal Compensation
Agreement Between RNK & Southwestern Bell Mobile

Systems, LLC d/b/a Cingular Wireless


          IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the dates listed below. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Southwestern
 Bell Mobile Systems, LLC

 	
  

 	
 RNK, Inc.
 d/b/a RNK Telecom

 
	
 dba Cingular
 Wireless

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 By: /s/
 Michael F. Van Weelden

 	
  

 	
 By: /s/
 Richard N. Koch

 
	
 Name:
 Michael F. Van Weelden

 	
  

 	
 Name:
 Richard N. Koch

 
	
 Title:
 Director Wholesale Services

 	
  

 	
 Title:
 President

 
	
 Date:

 	
  

 	
 Date:

 
	
  

 	

 


 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 


22





Interconnection and Reciprocal Compensation
Agreement Between RNK & Southwestern Bell Mobile

Systems, LLC d/b/a Cingular Wireless


Attachment A


 [***]

[***]


 [***]

[***]


 [***]

[***]


*We have requested confidential treatment of certain
provisions contained in this exhibit. The copy filed as an exhibit omits the
information subject to the confidentiality request.*


23