Exhibit 10.74 




WIRELESS TRAFFIC EXCHANGE AGREEMENT


BETWEEN



RNK COMMUNICATIONS



AND



VERIZON 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.*




Traffic Exchange Agreement between RNK Communications & Verizon
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


	
 

	
16.

	
Pending Judicial Appeals
and Regulatory Reconsideration


	
 

	
17.

	
Miscellaneous


	
 

	
 

	
 


	
 

	
Attachments:


	
 

	
 

	
A. 

	
Rates


	
 

	
 

	
B. 

	
RNK States and OCNs


	
 

	
 

	
C. 

	
Verizon Wireless States
and OCNs











Traffic Exchange Agreement between RNK Communications & Verizon
Wireless


	
 

	
 

	
 


	
I.

	
Article I


	
 

	
 

	
 


	
 

	
1.

	
INTRODUCTION



	
 

	
 

	
 


	
 

	
          This
Traffic Exchange Agreement (“Agreement”) is effective November 1, 2007 (the
“Effective Date”), by and between RNK Inc. d/b/a RNK Communications on behalf
of itself and its CLEC subsidiaries in the states designated herein
(“Carrier”), with offices at 333 Elm Street, Suite 310, Dedham, MA 02026 and
Cellco Partnership d/b/a Verizon Wireless and its affiliates (collectively,
“Verizon Wireless”), each having an office and principal place of business at
One Verizon Way, Basking Ridge, New Jersey, 07920. 


	
 

	
 

	
 


	
 

	
2.

	
RECITALS 


	
 

	
 

	
 


	
 

	
 

	
WHEREAS, Carrier is a
facilities-based Competitive Local Exchange Carrier and duly certified to
provide local and long distance services in the State(s) listed in Attachment
B (as such attachment may change from time to time), under the Operating
Company Number(s) also listed in Attachment B (collectively referred to as
“Carrier Territory”); and


	
 

	
 

	
 


	
 

	
 

	
WHEREAS, Verizon Wireless
is authorized by the Federal Communications Commission (“FCC”) to provide
Commercial Mobile Radio Services (“CMRS”) and provides such service in the
Carrier Territory under the OCNs listed in Attachment C (as such attachment
may change from time to time); and


	
 

	
 

	
 


	
 

	
 

	
WHEREAS, Carrier and
Verizon Wireless exchange calls between their networks and wish to establish
a Traffic Exchange Agreement for exchanging traffic as specified below; and


	
 

	
 

	
 


	
 

	
 

	
WHEREAS, the Parties are
entering into this Agreement pursuant to the Communications Act;


	
 

	
 

	
 


	
 

	
 

	
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, Carrier and Verizon Wireless 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

	
“Access Traffic” is that
traffic that at the beginning of the call originates in one MTA (as defined
in Section 1.15) and terminates in another MTA. Access Traffic is not subject
to Reciprocal Compensation. 











Traffic Exchange Agreement between RNK Communications & Verizon
Wireless


	
 

	
 

	
 


	
 

	
1.2

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



	
 

	
 

	
 


	
 

	
1.3

	
“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, and Affiliate includes the
entities listed on the signature page. 


	
 

	
 

	
 


	
 

	
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 termination, switching,
signaling, transmission, and related functions for a defined geographic area
by means of an end office switch. 


	
 

	
 

	
 


	
 

	
 

	
(b) “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. 


	
 

	
 

	
 


	
 

	
 

	
(c) “Mobile Switching
Center” or “MSC” is a switching facility that performs the switching for the
routing of calls among Verizon Wireless’s mobile subscribers and subscribers
in other mobile or landline networks. The MSC is used to connect and switch
trunk circuits to end office switches, tandem switches, and other MSCs. The
MSC has the functional equivalency of an End Office Switch and/or a Tandem
Switch. 


	
 

	
 

	
 


	
 

	
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

	
“Conversation Minutes” is
defined as the measured minutes of use in full second increments (without
rounding) beginning when the terminating recording switch receives answer
supervision from the called end user and ends when the terminating recording
switch receives or sends disconnect (release message) supervision, whichever
occurs first. Conversation Minutes are aggregated at the end of the monthly
billing cycle and rounded to the next whole minute. 


	
 

	
 

	
 


	
 

	
1.7

	
“Effective Date” means the
date first above written. 


	
 

	
 

	
 


	
 

	
1.8

	
“FCC” means the Federal
Communications Commission. 


	
 

	
 

	
 


	
 

	
1.9

	
“Interconnection” for
purposes of this Agreement is the linking of Carrier and Verizon Wireless
networks, either directly or indirectly, for the exchange of Access and
Non-Access Traffic. 











Traffic Exchange Agreement between RNK Communications & Verizon
Wireless


	
 

	
 

	
 


	
 

	
1.10

	
“Interexchange Carrier” or
“IXC” means a carrier other than a CMRS provider that provides or carries,
directly or indirectly, InterLATA service or IntraLATA toll traffic. For the
purposes of this Agreement, a CMRS provider is not an IXC. 


	
 

	
 

	
 


	
 

	
1.11

	
“Local Exchange Routing
Guide” or “LERG” means the Telcordia reference customarily used to identify
NPA-NXX routing and rating information. 


	
 

	
 

	
 


	
 

	
1.12

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


	
 

	
 

	
 


	
 

	
1.13

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


	
 

	
 

	
 


	
 

	
1.14

	
“Non-Access Traffic” is
defined for purposes of compensation under this Agreement as traffic that (a)
at the beginning of the call, (b) originates on one Party’s network, (c)
terminates on the other Party’s network, and (d) where the originating point
and terminating point are within the same Major Trading Area (MTA). The
originating or terminating point for Verizon Wireless is the cell site
serving the end user at the beginning of the call, and the originating or
terminating point for Carrier is the location of their end user, regardless
as to how the call is transported to the terminating Party. 


	
 

	
 

	
 


	
 

	
1.15

	
“NPA” or the “Number Plan
Area” is also referred to as an “area code” and is the three-digit indicator
that is designated by the first three digits of each ten (10) digit telephone
number within the North American Numbering Plan (“NANP”). There are two
general categories, “Geographic NPAs” and “Non-Geographic NPAs.” A Geographic
NPA is associated with a defined geographic area, and all telephone numbers
bearing such NPA are associated with services provided within that geographic
area. A Non-Geographic NPA, also known as a “Service Access Code (SAC)” is
typically associated with a specialized Telecommunication(s) Service which
may be provided across multiple Geographic NPA areas; 500, 800, 700, 900, and
888 are examples of Non Geographic NPAs. 


	
 

	
 

	
 


	
 

	
1.16

	
“NXX,” “NXX Code,” or
“Central Office Code” is the three-digit switch entity indicator that is
defined by the fourth, fifth, and sixth digits of a ten (10) digit telephone
number within the NANP. 


	
 

	
 

	
 


	
 

	
1.17

	
“Party” means either
Carrier or Verizon Wireless and “Parties” means Carrier and Verizon Wireless.



	
 

	
 

	
 


	
 

	
1.18

	
“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 of telecommunications services. The rating and routing points
need not be the same. 


	
 

	
 

	
 


	
 

	
1.19

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












Traffic Exchange Agreement between RNK
Communications & Verizon Wireless


	
  
 	
  
 	
  
 
	
  
 	
 1.20
 	
 “Transiting
 Traffic” is traffic that originates on one carrier’s network, transits one or
 more other carriers’ networks substantially unchanged, and terminates on yet
 another carrier’s network. 
 
	
  
 	
  
 	
  
 
	
  
 	
 2.
 	
 INTERPRETATION AND CONSTRUCTION
 
	
  
 	
  
 	
  
 
	
  
 	
           All
 references to Sections, Exhibits, Schedules, and Attachments shall be deemed
 to be references to Sections of, and Exhibits, Schedules, and Attachments 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 the exchange of
traffic between the Parties. This Agreement does not obligate either Party to
provide arrangements not specifically provided for herein. 
 
	
  
 	
  
 	
  
 
	
  
 	
 3.2. This
 Agreement addresses the mutual exchange of Non-Access Traffic subject to
 reciprocal compensation obligations as described in § 251(b)(5) of the Act.
 Furthermore, this Agreement sets forth the terms, conditions, and rates under
 which the Parties agree to interconnect the CMRS network of Verizon Wireless
 and the LEC network of Carrier for purposes of the mutual exchange of Non-Access
 Traffic, provided that the service provided by Verizon Wireless to its
 customer is a two-way Mobile Service as defined in 47 U.S.C. §153(27).
 
	
  
 	
  
 	
  
 
	
  
 	
 3.3. This
 Agreement covers Non-Access Traffic exchanged between the Parties in the
 states listed in Attachments B and C. The Parties intend this agreement to
 cover all territories where both Parties are certified, and to that end,
 should RNK become certified in additional states not listed in Attachment B
 during the term of this Agreement, RNK shall provide Verizon Wireless with
 notice of such new state and provide an updated Attachment B via an amendment
 to this Agreement pursuant to the provisions of Section 17.16. The Parties
 will execute such amendment within a reasonable timeframe, and the services provided
 in the newly added state shall be in accordance with the terms of this
 Agreement. Such new Attachment B shall be effective thirty (30) days after
 the date of execution of the amendment and Verizon Wireless shall provide a
 revised Attachment C, if necessary as part of the amendment. Should a Party
 delay in executing a revised attachment, the aggrieved party may proceed in
 accordance with Section 14 of the Agreement.
 
	
  
 	
  
 	
  
 
	
  
 	
 3.4. The
 Non-Access Traffic subject to the terms and conditions of this Agreement is
 that traffic originated by an end user of one Party on that Party’s network
 and terminated to an end user on the other Party’s network within the same
 MTA.
 









Traffic Exchange Agreement between RNK
Communications & Verizon Wireless


	
  
 	
  
 	
  
 	
  
 	
  
 
	 
	4.
	SERVICE AGREEMENT

	 
	 

	
  
 	
 4.1.
 Description of Arrangements: This agreement provides for the exchange of
 Non-Access Traffic. 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.
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
 4.2. Non
 Access Traffic: This Agreement provides for interconnection between the
 network of Carrier and the network of Verizon Wireless for the purpose of
 exchanging Non-Access Traffic. Indirect interconnection shall be the default method
 of interconnection under this Agreement unless otherwise agreed to by the
 Parties.
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 4.2.1.
 Indirect Interconnection: Verizon Wireless and Carrier shall, unless the
 Parties otherwise agree, interconnect their networks at an agreed upon third party
 Tandem Switch. Verizon Wireless and Carrier must have a contractual or tariff
 arrangements with the third party for the delivery of traffic to the
 terminating Party. Carrier and Verizon Wireless will accept this traffic
 subject to the compensation arrangements set forth below. The originating
 carrier is responsible for any tandem switching and tandem transport charges
 billed by the third party tandem provider.
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 4.2.2.
 Direct Interconnection: Either Party may request an interconnection facility
 directly connecting the Parties switches once the traffic from the requesting
 Party’s switch to the terminating Party’s switch exceeds 1,000,000
 Conversation Minutes of use per month for three (3) consecutive months. The
 Parties may establish direct interconnection using one-way trunk groups,
 two-way trunk groups, or through a meet point arrangement.
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
 4.2.2.1.
 Meet Point Arrangement: The Parties agree to interconnect their networks
 using a mutually agreed to meet point arrangement whereby each Party
 provisions and pays for 100% of the two-way facility cost between their
 switch and the agreed to meet point.
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Each Party
 agrees to perform local number portability (“LNP”) database queries on its
 originated traffic, and to only route traffic over the direct interconnection
 facilities to the extent the local routing number (“LRN”) returned from such
 queries belongs to the other Party.
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 4.2.3.
 	
 Rating and
 Routing. 
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
 4.2.3.1.
 	
 The Parties
 agree to route Non-Access Traffic in accordance with the LERG.
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
 4.2.3.2.
 	
 Dialing
 Parity. Carrier shall rate calls by Carrier’s end user when dialing a Verizon
 Wireless NPA-NXX the same as it rates calls by its end users when calling a
 Carrier’s or another carrier’s NPA-NXX, associated with the same rating
 point.
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 4.2.4. The
 Parties acknowledge and agree that some Verizon Wireless traffic routed to
 Carrier over the Non-Access interconnection trunks may contain a small amount
 of Access Traffic. This is because CMRS licensing territories do not exactly
 match the geographical boundaries of an MTA. Because the traffic volume is
 de-minimus in nature, this Access Traffic shall be considered Non-Access
 Traffic.
 









Traffic Exchange Agreement between RNK
Communications & Verizon Wireless


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.3. Network
 Managers: Nothing in this Agreement shall prohibit Verizon Wireless from
 enlarging its CMRS network through management contracts with third parties
 for the construction and operation of a CMRS system under the Verizon
 Wireless brand name and license. Traffic traversing such extended networks
 shall be deemed to be and treated under this Agreement as Verizon Wireless’
 traffic when it originates on such extended network and terminates on
 Carrier’s network, and as Carrier’s traffic when it originates upon Carrier’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.
 Non-Access Traffic: The terminating carrier shall bill the originating
 carrier reciprocal compensation for transport and termination of Non-Access
 Traffic, as defined in Section 1.14. For the purposes of billing reciprocal
 compensation for Non-Access Traffic, Carrier shall bill Verizon Wireless the
 Conversation Minutes obtained from actual usage records from its switch or
 from records and or reports provided by the transiting carrier. Verizon
 Wireless will bill Carrier as provided for in Section 5.1.1.1. Conversation
 Minutes begin 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. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.1.1. The
 preferred method of classifying and billing traffic is by actual traffic
 measurement. If at the start of this Agreement, Verizon Wireless is incapable
 of measuring Non-Access Traffic originated by Carrier, and until such time
 that Verizon Wireless can measure actual traffic exchanged, the following
 surrogate billing methodology shall used. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 5.1.1.1 [***] Carrier to Verizon Wireless minutes
 shall be calculated by (i) dividing the Mobile-to-Land minutes of use, as
 billed by Carrier, by the Mobile-to-Land percent of total Non-Access Traffic [***], and (ii) multiplying the results
 in (i) by the Land-to-Mobile percent of total Non-Access Traffic [***]. Verizon Wireless will separately
 bill Carrier for the Carrier-originated minutes terminating to Verizon
 Wireless using the [***].

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 5.1.1.2 If,
 however, Verizon Wireless is at some future date able to measure its own
 traffic, Verizon Wireless shall bill Carrier using Verizon Wireless’ actual
 traffic measurements after providing Carrier with sixty (60) days prior
 written notice.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.2

 	
 Calculation
 of Payments and Billing: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.2.1

 	
 Carrier
 shall bill Verizon Wireless for terminating Non-Access Traffic on a monthly
 basis with a separate invoice for each state as provided for in Sections 5.1.
 Verizon Wireless shall bill Carrier monthly for Non-Access Traffic as
 provided for in Section 5.1.1.1. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.2.2

 	
 Should the
 Parties agree to provision two-way facilities as provided for in Section
 4.2.3.2, the Party provisioning the facility shall bill the other Party their
 

 









Traffic Exchange Agreement between RNK
Communications & Verizon Wireless


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 proportional
 amount based on the Non-Access Traffic Exchange factor as shown in Attachment
 A.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.2.3

 	
 Back
 Billing: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 5.2.3.1

 	
 After
 execution of this Agreement by both Parties (“Execution Date”), Carrier
 shall, within thirty (30) days of the Execution Date, render invoices for
 traffic terminated between the Effective Date up until the Execution Date.
 Such invoices shall be paid in accordance with the terms of this Agreement.
 These initial invoices shall be sent to: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Verizon
 Wireless 

 Attn: Amy Hindman 

 1120 Sanctuary Parkway 

 Suite 150 

 Mail Code GASA5ICT 

 Alpharetta, GA 30004

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 5.2.3.2

 	
 Within
 thirty (30) days of receiving the invoices in 5.2.3.1, Verizon Wireless will
 render to Carrier invoices for traffic terminated between the Effective Date
 up until the Execution Date. Such invoices shall be paid in accordance with
 the terms of this Agreement. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.2.4

 	
 With the
 exception of section 5.2.3, et seq., Neither Party shall be liable to the
 other Party for any amount not billed within twelve months of the date
 service was rendered. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.3

 	
 Other
 Billing Terms: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.3.1

 	
 Audits and
 Billing for the termination of Non-Access Traffic exchanged between the
 Parties shall be pursuant to the terms of this section. Should Verizon
 Wireless provision one-way trunks from Carrier as provided for in Section
 4.3, the charges for these trunks are to be billed monthly and paid within 30
 days of the 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 any and all
 delinquent payments. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.3.2

 	
 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 audit must be completed within ninety (90)
 days of the request. The Parties will retain records of call detail for a
 minimum of six (6) months. 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. The audit 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 six (6)
 months immediately preceding such notice. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.3.3

 	
 Each Party
 may request to inspect, during normal business hours and with ten (10)
 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 

 









Traffic Exchange Agreement between RNK
Communications & Verizon Wireless


	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
 requested
 records do not exceed two (2) months in age from the date the monthly bill
 containing said record information was issued.
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 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. 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 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.
 The Parties agree that each Party is individually responsible for their
 portion of the SS7 signaling and therefore neither Party shall charge the
 other Party for the exchange of SS7 messages. 
 









Traffic Exchange Agreement between RNK
Communications & Verizon Wireless


	
  
 	
  
 	
  
 	
  
 
	
  
 	
 8.
 	
 TERM AND TERMINATION 

	
  
 	
  
 	
  
 	
  
 
	
  
 	
 8.1 Subject
 to the provisions of Section 15, the initial term of this Agreement shall be
 for three (3) years (“Term”), which shall commence on the Effective Date.
 Unless terminated by a Party, this Agreement shall automatically renew on a
 month-to-month basis. Either Party may terminate this agreement at the
 expiration date of the initial term or any subsequent month-to-month
 expiration date provided the terminating Party gives written notice to terminate
 (“Notice Date”) at least ninety (90) days prior to an expiration date. Either
 Party may request negotiations of a successor agreement. If the Parties are
 unable to agree on the terms of a successor agreement, either Party may seek
 regulatory or judicial relief as necessary. 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 8.2 Neither
 Party shall have any liability to the other Party for termination of this
 Agreement 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. If either Party defaults in the payment of any amount due
 hereunder, or if either Party violates any other provision of this Agreement,
 and such default or violation shall continue for thirty (30) days after
 written notice thereof (pursuant to Section 17.10), the other Party may
 terminate this Agreement by written notice. If the defaulting Party cures the
 default or violation within the thirty (30) day period, the other Party will
 not terminate this Agreement but shall be entitled to recover all costs, if
 any, incurred by it in connection with the default or violation. 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 8.3 The
 Parties agree that disputed and undisputed amounts due under this Agreement
 shall be handled as follows: 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 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 the invoice
 date 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 details and reasons for disputing each item. The
 Non-Paying Party shall pay when due all undisputed amounts to the Billing
 Party. The Parties will work together in good faith to resolve issues
 relating to the disputed amounts. If the dispute is resolved such that
 payment of the disputed amount is required, whether for the original full
 amount or for the settlement amount, the Non-Paying Party shall pay the full
 disputed or settlement amounts with daily interest 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 the applicable state law from the date of invoice.
 In addition, the Billing Party may initiate a complaint proceeding with the
 appropriate regulatory or judicial entity, if unpaid undisputed amounts
 become more than ninety (90) days past due, provided the Billing Party gives
 an additional thirty (30) days notice and opportunity to cure the default. 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Any
 undisputed amounts not paid when due 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 the applicable state law. 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Undisputed
 amounts shall be paid within thirty (30) days of invoice date. 
 









Traffic Exchange Agreement between RNK
Communications & Verizon Wireless


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.4

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.5

 	
 Either Party
 may terminate this Agreement in whole or in part in the event of a default of
 the other Party, provided, however, that the non-defaulting Party notifies
 the defaulting Party in writing pursuant to Section 17.10 of the alleged
 default and the defaulting Party does not cure such alleged default within
 thirty (30) days after receipt of written notice thereof.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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.

 









Traffic Exchange Agreement between RNK
Communications & Verizon Wireless


	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 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.
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 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, 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, 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.
 










Traffic Exchange Agreement between RNK Communications & Verizon Wireless



	
  
 	
  
 	
  
 
	
  
 	
 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
 
	
  
 	
  
 	
  
 
	
  
 	
           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
 
	
  
 	
  
 	
  
 
	
  
 	
 Disputes arising under Section 8.3 shall be
 handled in accordance with Sections 8.3. All other 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 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 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.).
 










Traffic Exchange Agreement between RNK Communications & Verizon Wireless


	
  

 	
  

 	
  

 
	
  

 	
 15.

 	
 REGULATORY

 
	
  

 	
  

 	
  

 
	
  

 	
           The
 Parties reserve the right to seek regulatory relief and otherwise seek
 redress from each other regarding performance and implementation of this
 Agreement. 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 the 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 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
 Carrier is a Massachusetts corporation duly organized, validly existing and
 in good standing under the laws of the Commonwealth 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 Verizon Wireless is duly organized and
 validly existing under the laws of the State(s) in which the Parties exchange
 traffic pursuant to this Agreement 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 Verizon
 Wireless or Carrier in compliance with this Agreement, shall be deemed to
 create an agency or joint venture relationship between Verizon Wireless and
 Carrier, or any relationship other than that of purchaser and seller of
 services. Neither this Agreement, nor any actions taken by Verizon Wireless
 or Carrier in compliance with this Agreement, shall create a contractual,
 agency, or any other type of relationship or third party liability between
 Verizon Wireless and Carrier end users or others.

 










Traffic Exchange Agreement between RNK Communications & Verizon Wireless


	
  

 	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 17.5 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 that such Disclosing Party chooses to obtain.

 










Traffic Exchange Agreement between RNK Communications & Verizon Wireless


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 Agreement shall be governed by the domestic
 laws of the State of New York without reference to conflict of law
 provisions.

 
	
  

 	
  

 
	
  

 	
 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. 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 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, Carrier does not
 abrogate or waive any previous rights it may have had under tariff for
 services rendered to Verizon Wireless.

 
	
  

 	
  

 
	
  

 	
 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;

 










Traffic Exchange Agreement between RNK Communications & Verizon Wireless


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii) mailed,
 certified mail, return receipt requested to the following addresses of the
 Parties:

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 To: Verizon
 Wireless

 	
  

 	
 To: Carrier

 
	
  

 	
 Verizon
 Wireless 

 1120 Sanctuary Parkway

 Suite 150
Mail Code
 GASA5ICT

 Alpharetta, GA 30004

 Attn : Associate Director – Wireline Interconnection

 	
  

 	
 RNK Communications

 Attention: General Counsel

 333 Elm Street, Suite 310

 Dedham, MA 02026

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 With a copy
 to:

 	
  

 	
 With copy
 to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Verizon
 Wireless 

 1300 I Street, NW – Suite 400W

 Washington, DC 20005

 Attn: Regulatory Counsel — Interconnection

 	
  

 	
 RNK Communications

 Attention: Regulatory Compliance Manager

 333 Elm Street, Suite 310

 Dedham, MA 02026

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Or to such
 other address as either Party shall designate by written 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. A Party
 may change its notice address by providing written notice pursuant to this
 Section 17.10.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 Carrier:

 NOC Contact Number: 1-800-993-9940

 










Traffic Exchange Agreement between RNK Communications & Verizon Wireless


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For Verizon Wireless: 

 NOC Contact Number: 1-800-852-2671

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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.

 
	
  

 	
  

 
	
  

 	
 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 

 










Traffic Exchange Agreement between RNK Communications & Verizon Wireless


	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 
	
  

 	
 17.17 Foreign-Based
 Services. Each Party represents, warrants, and covenants that no service
 performed by such Party pursuant to this Agreement shall be provided,
 directed, controlled, supervised, or managed, and no data or Verizon Wireless
 customer communication (voice or data) relating to any such service shall be
 stored or transmitted, at, in, or through, a site located outside of the
 United States without the advance written consent of Verizon Wireless.

 










Traffic Exchange Agreement between RNK Communications & Verizon Wireless


	
  

 	
  

 
	
  

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

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Verizon Wireless

 	
  

 	
 RNK, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Nicola
 Palmer

 	
  

 	
 By:

 	
 /s/ Richard
 N. Koch

 
	
  

 	

 


 	
  

 	
  

 	

 


 
	
 Name:

 	
 Nicola
 Palmer

 	
  

 	
 Name:

 	
 Richard N.
 Koch

 
	
  

 	

 


 	
  

 	
  

 	

 


 
	
 Title:

 	
 Vice
 President Network Operations Support

 	
  

 	
 Title:

 	
 President

 
	
  

 	

 


 	
  

 	
  

 	

 


 
	
 Date:

 	
  

 	
  

 	
 Date:

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 










Traffic Exchange Agreement between RNK Communications & Verizon Wireless


Attachment A


	
  

 	
  

 	
  

 
	
  

 	
  

 	
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* 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.*