Exhibit 10.55 


AGREEMENT


between


Bell Atlantic — New Jersey, Inc. 


and 


Sprint Communications Company L.P. 


Effective Date: May 15, 1998







 Page 2


TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TITLE

 	
  

 	
 1

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TABLE OF
 CONTENTS

 	
  

 	
 2

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 PREFACE

 	
  

 	
 5

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 RECITALS

 	
  

 	
 5

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 PART I:
 GENERAL TERMS AND CONDITIONS

 	
  

 	
 6

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 Definitions
 and Acronyms

 	
  

 	
 6

 	
  

 
	
 2.

 	
 The
 Agreement

 	
  

 	
 6

 	
  

 
	
 3.

 	
 Offered
 Services

 	
  

 	
 9

 	
  

 
	
 4.

 	
 Prices

 	
  

 	
 9

 	
  

 
	
 5.

 	
 Billing and
 Payment

 	
  

 	
 10

 	
  

 
	
 6.

 	
 Term and
 Termination

 	
  

 	
 11

 	
  

 
	
 7.

 	
 Assignment
 and Delegation

 	
  

 	
 12

 	
  

 
	
 8.

 	
 Audits and
 Inspections

 	
  

 	
 14

 	
  

 
	
 9.

 	
 Branding

 	
  

 	
 15

 	
  

 
	
 10.

 	
 Compliance
 with Applicable Law

 	
  

 	
 16

 	
  

 
	
 11.

 	
 Confidential
 Information

 	
  

 	
 17

 	
  

 
	
 12.

 	
 Counterparts

 	
  

 	
 20

 	
  

 
	
 13.

 	
 Customer
 Information

 	
  

 	
 20

 	
  

 
	
 14.

 	
 Default

 	
  

 	
 22

 	
  

 
	
 15.

 	
 Facilities

 	
  

 	
 25

 	
  

 
	
 16.

 	
 Force
 Majeure

 	
  

 	
 25

 	
  

 
	
 17.

 	
 Good Faith
 Performance

 	
  

 	
 26

 	
  

 
	
 18.

 	
 Governing
 Law

 	
  

 	
 26

 	
  

 
	
 19.

 	
 Headings of
 No Force or Effect

 	
  

 	
 27

 	
  

 
	
 20.

 	
 Indemnity
 and Defense

 	
  

 	
 27

 	
  

 
	
 21.

 	
 Intellectual
 Property

 	
  

 	
 31

 	
  

 
	
 22.

 	
 Joint Work
 Product

 	
  

 	
 33

 	
  

 
	
 23.

 	
 Liability

 	
  

 	
 33

 	
  

 
	
 24.

 	
 Nonexclusive
 Remedies

 	
  

 	
 35

 	
  

 
	
 25.

 	
 Notices

 	
  

 	
 36

 	
  

 
	
 26.

 	
 Option to
 Obtain Offered Services Under Other
 Agreements

 	
  

 	
 36

 	
  

 
	
 27.

 	
 Other
 Services

 	
  

 	
 38

 	
  

 
	
 28.

 	
 Provision
 and Use of Offered Services

 	
  

 	
 39

 	
  

 
	
 29.

 	
 Publicity

 	
  

 	
 40

 	
  

 
	
 30.

 	
 Referenced
 Documents

 	
  

 	
 40

 	
  

 
	
 31.

 	
 Regulatory
 Matters

 	
  

 	
 40

 	
  

 
	
 32.

 	
 Relationship
 of the Parties

 	
  

 	
 41

 	
  

 










 Page 3


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 33.

 	
 Selection of
 Telephone Exchange Service Provider

 	
  

 	
 43

 	
  

 
	
 34.

 	
 Service
 Standards

 	
  

 	
 43

 	
  

 
	
 35.

 	
 Severability

 	
  

 	
 44

 	
  

 
	
 36.

 	
 Subcontracting

 	
  

 	
 44

 	
  

 
	
 37.

 	
 Survival of
 Obligations

 	
  

 	
 45

 	
  

 
	
 38.

 	
 Taxes

 	
  

 	
 45

 	
  

 
	
 39.

 	
 Third-Party
 Beneficiaries

 	
  

 	
 48

 	
  

 
	
 40.

 	
 Warranties

 	
  

 	
 49

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 PART II: BA
 OFFERED SERVICES AND RELATED MATTERS

 	
  

 	
 50

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 41.

 	
 BA Offered
 Services

 	
  

 	
 50

 	
  

 
	
 42.

 	
 Charges

 	
  

 	
 50

 	
  

 
	
 43.

 	
 Changes in
 BA Offered Services

 	
  

 	
 50

 	
  

 
	
 44.

 	
 Customer
 Contact

 	
  

 	
 51

 	
  

 
	
 45.

 	
 BA Resale
 Services

 	
  

 	
 52

 	
  

 
	
 46.

 	
 BA Unbundled
 Network Elements

 	
  

 	
 56

 	
  

 
	
 47.

 	
 Support
 Functions

 	
  

 	
 56

 	
  

 
	
 48.

 	
 Directory
 Listings

 	
  

 	
 60

 	
  

 
	
 49.

 	
 Information

 	
  

 	
 63

 	
  

 
	
 50.

 	
 Ordering
 Processes

 	
  

 	
 64

 	
  

 
	
 51.

 	
 Testing

 	
  

 	
 64

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 PART III:
 SPRINT OFFERED SERVICES AND RELATED MATTERS

 	
  

 	
 66

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 52.

 	
 Sprint
 Offered Services

 	
  

 	
 66

 	
  

 
	
 53.

 	
 Charges for
 Sprint Offered Services

 	
  

 	
 66

 	
  

 
	
 54.

 	
 Changes in
 Sprint Offered Services

 	
  

 	
 66

 	
  

 
	
 55.

 	
 Customer
 Contact

 	
  

 	
 67

 	
  

 
	
 56.

 	
 Sprint
 Resale Services

 	
  

 	
 68

 	
  

 
	
 57.

 	
 Support
 Functions

 	
  

 	
 71

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 PART IV:
 ATTACHMENTS

 	
  

 	
  

 	
  

 






	
  

 	
  

 
	
 Attachment 1

 	
 Price
 Schedule

 
	
 Attachment 2

 	
 Network
 Elements

 
	
 Attachment 3

 	
 Collocation

 
	
 Attachment 4

 	
 Provisioning
 and Ordering

 
	
 Attachment 5

 	
 Maintenance

 
	
 Attachment 6

 	
 Billing

 
	
 Attachment 7

 	
 Provision of
 Recorded Usage Data

 
	
 Attachment 8

 	
 Number
 Portability

 
	
 Attachment 9

 	
 Security
 Requirements

 
	
 Attachment
 10

 	
 Acronyms

 
	
 Attachment
 11

 	
 Definitions

 
	
 Attachment
 12

 	
 Performance
 Reports

 
	
 Attachment
 13

 	
 Bona Fide
 Request

 










 Page 4


	
  

 	
  

 
	
 Attachment
 14

 	
 Technical
 References

 
	
 Attachment
 15

 	
 Network
 Interconnection

 
	
 Attachment
 16

 	
 Customer
 Premises Visit Status Card

 
	
 Attachment
 17

 	
 [Reserved]

 
	
 Attachment
 18

 	
 Poles,
 Ducts, Conduits and Rights of Way

 










Page 5


AGREEMENT


PREFACE


          This
Agreement, which shall become effective as of the 15th day of May, 1998
(“Effective Date”), is entered into by and between Sprint Communications
Company L.P., a Delaware limited partnership, having an office at 8140 Ward
Parkway, Kansas City, Missouri, 64114 (“Sprint”), and Bell Atlantic—New
Jersey, Inc., a New Jersey corporation, having an office at 540 Broad Street,
Newark, New Jersey, 07101 (“BA”). 


RECITALS


                    WHEREAS,
on February 8, 1996, the Communications Act of 1934, 47 U.S.C. § 151, et seq.,
(the “Act”) was amended by the Telecommunications Act of 1996; and 


                    WHEREAS,
the Act places certain duties and obligations upon, and grants certain rights
to, Telecommunications Carriers; and 


                    WHEREAS,
the Parties are Telecommunications Carriers; and 


                    WHEREAS,
the Act places certain duties and obligations upon, and grants certain rights
to, Incumbent Local Exchange Carriers; and 


                    WHEREAS,
BA, within the area served by it on the date of enactment of the
Telecommunications Act of 1996, is an Incumbent Local Exchange Carrier; and 


                    WHEREAS,
BA is willing to provide Network Interconnection, unbundled Network Elements,
Telecommunications Services for resale, and other BA Offered Services, to
Sprint, on the terms and subject to the conditions of this Agreement; and 


                    WHEREAS,
Sprint is willing to provide Network Interconnection, Telecommunications Services
for resale, and other Sprint Offered Services, to BA, on the terms and subject
to the conditions of this Agreement; and 


                    WHEREAS,
the Parties have arrived at this Agreement pursuant to the Act; 






Page 6


                    NOW,
THEREFORE, in consideration of the premises and the mutual covenants of this
Agreement, and intending to be legally bound by this Agreement, the Parties
hereby covenant and agree as follows: 


PART I


GENERAL
TERMS AND CONDITIONS


1.     Definitions
and Acronyms


1.1 For purposes of the Principal Document,
certain terms have been defined in Attachment 11 or elsewhere in the Principal
Document. These terms will have the meanings stated in the Principal Document,
which may differ from, or be in addition to, the normal definition of the
defined word. A defined word intended to convey the meaning stated in the
Principal Document is capitalized when used. Other terms that are capitalized,
and not defined in the Principal Document, shall have the meaning stated in the
Act. 


1.2 Unless the context clearly indicates
otherwise, any defined term which is defined or used in the singular shall
include the plural, and any defined term which is defined or used in the plural
shall include the singular. 


1.3 The words “shall” and “will” are used
interchangeably throughout the Principal Document and the use of either
indicates a mandatory requirement. The use of one or the other shall not mean a
different degree of right or obligation for either Party. 


1.4 For convenience of reference only,
Attachment 10 provides a list of acronyms used in the Principal Document. 


2.     The
Agreement


2.1 This Agreement sets forth the terms,
conditions and pricing under which BA agrees to offer and provide BA Offered
Services to Sprint, including, but not limited to: (a) Interconnection of BA’s
network to the network of Sprint and reciprocal compensation for transport and
termination of Telecommunications; (b) unbundled Network Elements; and, (c) BA
Resale Services. This Agreement also sets forth the terms, conditions and
pricing under which Sprint agrees to offer and provide Sprint Offered Services
to BA, including, but not 





Page 7


limited to: (a) Interconnection of Sprint’s
network to the network of BA and reciprocal compensation for transport and termination
of Telecommunications; and, (b) Sprint Resale Services. As such, this Agreement
is an integrated package that reflects a balancing of interests critical to the
Parties. 





Page 8


2.2 This Agreement includes: 


          (a)
Pages 1 through 63 of this document (including, the title page, Table of
Contents, Preface, Recitals, Sections 1 through 57, and the signature page); 


          (b)
The Attachments listed in this document (“Attachments”); 


          (c)
As to Offered Services of a Party, the Tariffs of that Party applicable to such
Offered Services (which Tariffs are incorporated into this Agreement by
reference and made a part hereof); provided, that references to the “Agreement”
in Section 31 of this Agreement shall not be deemed to include a Party’s
Tariffs; and 


          (d)
A Party’s Order which has been accepted by the other Party (including, but not
limited to, any Order which includes a commitment to purchase a stated number
or minimum number of lines or other Offered Services, or a commitment to
purchase lines or other Offered Services for a stated period or minimum period
of time). The form of an Order shall be (i) as specified in this Agreement, or
(ii) as agreed in a written document signed by the Parties (including, but not
limited to, a written Order signed by the Parties). 


2.3 Conflicts among terms in Pages 1 through
63 of this document, the Attachments, the Tariffs, and an Order, shall be
resolved in accordance with the following order of precedence, where the
document identified in subsection “(a)” shall have the highest precedence: (a)
Pages 1 through 63 of this document; (b) the Attachments; (c) the Tariffs; and,
(d) an Order. The fact that a term appears in the Principal Document but not in
a Tariff, or in a Tariff but not in the Principal Document, shall not be
interpreted as, or deemed grounds for finding, a conflict for the purposes of
this Section 2.3. 


2.4 This Agreement (including Pages 1 through
63 of this document, the Attachments, the Tariffs, and Orders placed by one Party
and accepted by the other Party), constitutes the entire agreement among the
Parties on the subject matter hereof, and supersedes any prior or contemporaneous agreement,
understanding, or representation on the subject matter hereof. Except as
otherwise provided in the Principal Document, the terms in the Principal
Document may not be waived or modified except by a written document which is
signed by the Parties. Except as otherwise provided in this Agreement, Sprint
shall 





Page 9


have the right to add, modify or withdraw a
Sprint Tariff at any time without the consent of BA. Except as otherwise
provided in this Agreement, BA shall have the right to add, modify or withdraw
a BA Tariff at any time without the consent of Sprint. 


2.5 A failure or delay of either Party to
enforce any of the provisions of this Agreement, or any right or remedy
available under this Agreement or at law or in equity, or to require
performance of any of the provisions of this Agreement, or to exercise any
option provided under this Agreement, shall in no way be construed to be a
waiver of such provisions, rights, remedies or options. 


3.     Offered
Services


3.1 Sprint may, from time-to-time, during the
term of this Agreement, order BA Offered Services from BA. 


3.2 BA may, from time-to-time, during the
term of this Agreement, order Sprint Offered Services from Sprint. 


3.3 An Offered Service shall be ordered by a
Purchasing Party in accordance with the procedures established in or pursuant
to this Agreement, including, but not limited to, the procedures established in
or pursuant to Attachment 4, “Provisioning and Ordering”. 


3.4 Upon receipt and acceptance by a
Providing Party of an Order for an Offered Service from the Purchasing Party,
the Providing Party shall provide, and the Purchasing Party shall subscribe to,
use and pay for, the Offered Service, in accordance with this Agreement. 


4.     Prices


4.1 A Purchasing Party shall pay for Offered
Services at the prices stated in this Agreement. Subject to and consistent with
the provisions of Section 38, in addition to these prices, a Purchasing Party
shall also pay, or collect and remit, any applicable governmentally imposed
taxes, fees, duties and surcharges, or provide evidence of exemption from such
governmentally imposed taxes, fees, duties and surcharges. 


4.2 If, prior to establishment of any Offered
Service, the Purchasing Party cancels or changes its Order for the Offered
Service, the Purchasing Party shall reimburse the Providing Party for the costs
associated with such cancellation or changes 





Page 10


as required by this Agreement (including any
applicable Tariffs of the Providing Party). 


5.     Billing
and Payment


5.1 Except as otherwise permitted or required
by a Providing Party’s Tariffs, or as otherwise expressly agreed in writing by
the Parties, a Providing Party shall render bills to the Purchasing Party
monthly. Except as otherwise expressly agreed in writing by the Parties, the
bills shall be in the standard form for bills that the Providing Party renders
to Telecommunications Carriers similarly situated to the Purchasing Party. 


5.2 A Purchasing Party shall pay the
Providing Party’s bills in immediately available U.S. funds. Payments shall be
transmitted by electronic funds transfer. 


5.3 Payment of charges for Offered Services
shall be due by the due date stated on the Providing Party’s bills. Except as
otherwise agreed in writing by the Parties, the due date shall not be sooner
than twenty (20) days after the date the bill is received by the Purchasing
Party. 


5.4 Charges which are not paid by the due
date stated on the Providing Party’s bill shall be subject to a late payment
charge. The late payment charge shall be in the amount provided in the
Providing Party’s applicable Tariffs; provided, that in the absence of an applicable
Tariff late payment charge, the late payment charge shall be in an amount
specified by the Providing Party, which shall not exceed a rate of one and
one-half percent (1.5%) of the over-due amount (including any unpaid,
previously billed late payment charges) per month. 


5.5 Although it is the intent of each Party
as a Providing Party to submit timely and accurate bills, failure by a
Providing Party to present bills to a Purchasing Party in a timely or accurate
manner shall not constitute a breach or default of this Agreement, or a waiver
of a right of payment of the incurred charges, by the Providing Party. Subject
to the requirements of Attachment 7, if a bill for charges is submitted within
one (1) year after the charges are incurred, or, for charges due under a
“True-up” under Attachment 6, within the time allowed for submission of a bill
for such “True-up” charges, the Purchasing Party shall not be entitled to
dispute the charges based on the Providing Party’s failure to submit a bill for
them in a timely fashion.






 Page 11


6.     Term
and Termination


6.1 This Agreement shall become effective as
of the Effective Date stated above and, except as otherwise provided in this
Agreement, shall remain in effect through April 30, 2000. After April 30, 2000,
this Agreement shall continue in force and effect unless and until terminated
as provided in this Agreement. At any time after the expiration of the initial
term on April 30, 2000, either Party may terminate this Agreement by providing
written notice of termination to the other Party, such written notice to be
provided at least ninety (90) days in advance of the date of termination. 


6.2 Neither Party will provide Offered
Services under this Agreement until the Agreement is approved by the Commission
and other applicable governmental entities in accordance with Applicable Law. 


6.3 Following the termination of this
Agreement pursuant to Section 6.1, this Agreement, as amended from time to
time, shall remain in effect as to any Termination Date Offered Service for the
remainder of the Contract Period applicable to such Termination Date Offered
Service at the time of the termination of this Agreement. If a Termination Date
Offered Service is terminated prior to the expiration of the Contract Period
applicable to such Termination Date Offered Service, the Purchasing Party shall
pay any termination charge provided for in this Agreement. Following expiration
of the applicable Contract Period for a Termination Date Offered Service, the
Termination Date Offered Service, until terminated, shall be subject to any
applicable new agreement executed by the Parties, or, to the extent such
Termination Date Offered Service is not covered by a new agreement executed by
the Parties, to either (a) the Providing Party’s statement of generally
available terms under Section 252(f) of the Act, that has been approved and
made generally effective by the Commission, or (b) the Providing Party’s Tariff
terms and conditions generally available to Local Exchange Carriers, as elected
by the Purchasing Party. 


6.4 For
Offered Services being provided under this Agreement at the time of termination
of this Agreement, if application of the Providing Party’s statement of
generally available terms under Section 252(f) of the Act or the Providing
Party’s Tariff terms and conditions to the Offered Services requires the
non-terminating Party to physically rearrange facilities or incur programming
expense, the non-terminating Party shall be entitled 






Page 12


to recover such rearrangement and/or
programming expense from the terminating Party. 


6.5 Each Party recognizes that the Offered
Services being provided under this Agreement at the time of termination of this
Agreement will need to be continued without interruption following termination
of this Agreement, and that upon the termination of this Agreement, either
Party may itself provide or retain another vendor to provide comparable
services. Each Party agrees to cooperate in an orderly and efficient transition
to the other Party or another vendor such that the level and quality of the
services are not degraded, and to exercise reasonable efforts to effect an
orderly and efficient transition. 


6.6 Either Party may terminate any Offered
Service provided under this Agreement upon thirty (30) days prior written
notice to the other Party, unless a different notice period or different
conditions are specified in this Agreement (including, but not limited to, in
an applicable Tariff or Order for the Offered Service) for termination of such
Offered Service, in which event such specified period and/or conditions shall
apply. Upon termination of an Offered Service, the Purchasing Party shall pay
any applicable termination charges specified in this Agreement. 


	
  

 	
  

 
	
 7.

 	
 Assignment and Delegation

 



7.1 Neither Party may assign any of its
rights under this Agreement (except a right to moneys due or to become due) or
delegate any of its obligations under this Agreement, without the prior written
consent of the other Party, which consent will not be unreasonably withheld.
Any assignment or delegation in contravention of the foregoing shall be void
and unenforceable. 


7.2 Any assignment of a right to moneys shall
be void and unenforceable to the extent (a) the assignor Party shall not have
given the non-assigning Party at least thirty (30) days prior written notice of
such assignment, or (b) such assignment attempts to impose upon the
non-assigning Party obligations to the assignee additional to the payment of
such moneys or to preclude the non-assigning Party from dealing solely and
directly with the assignor Party in all matters pertaining to this Agreement,
including, but not limited to, the negotiation of amendments or settlements of
amounts due. 





Page 13


7.3 Notwithstanding Sections 7.1 and 7.2, BA
may assign its rights and delegate its obligations under this Agreement without
the consent of Sprint to any wholly owned subsidiary of the ultimate parent
entity of BA, provided that the performance of any such assignee/delegee is
guaranteed by BA. 


7.4 Notwithstanding Sections 7.1 and 7.2,
Sprint may assign its rights and delegate its obligations under this Agreement
without the consent of BA to any wholly owned subsidiary of the ultimate parent
entity of Sprint, provided that the performance of any such assignee/delegee is
guaranteed by Sprint. 


7.5 A change in ownership or control of the
stock of a Party shall not constitute an assignment for the purposes of this
Section 7.





Page 14


	
  

 	
  

 
	
 8.

 	
 Audits and Inspections 

 



8.1 Except as may be otherwise specifically
provided in this Agreement, either Party (“Auditing Party”) may audit the other
Party’s (“Audited Party”) books, records and documents for the purpose of
evaluating the accuracy of the Audited Party’s bills. Such audits may be
performed once in each Calendar Year; provided, that audits may be conducted
more frequently (but no more frequently than once in each Calendar Quarter) if
the immediately prior audit found previously uncorrected net inaccuracies in
billing in favor of the Audited Party having an aggregate value of at least the
greater of (a) $1,000,000 or (b) two percent (2%) of the amounts payable by the
Auditing Party for Offered Services provided by the Audited Party during the
period covered by the audit. 


8.2 The Auditing Party may employ other
persons or firms to conduct the audit. The audit shall take place at a time and
place agreed on by the Parties; provided, that the Auditing Party may require
that the audit commence no later than sixty (60) days after the Auditing Party
has given notice of the audit to the Audited Party. 


8.3 The Audited Party shall promptly correct
any billing error that is revealed in an audit, including back-billing of any
underpayments and making a refund, in the form of a billing credit, of any
over-payments. Such back-billing and refund shall appear on the Audited Party’s
bill no later than the bill for the third full billing cycle after the Parties
have agreed upon the accuracy of the audit results. 


8.4 Each Party shall cooperate fully in any
such audit, providing reasonable access to any and all employees, books,
records and documents, reasonably necessary to assess the accuracy of the
Audited Party’s bills. 


8.5 Audits shall be performed at the Auditing
Party’s expense, provided that there shall be no charge for reasonable access
to the Audited Party’s employees, books, records and documents, necessary to
assess the accuracy of the Audited Party’s bills. 


8.6 Books, records, documents, and other
information, disclosed by the Audited Party to the Auditing Party or the
Auditing Party’s employees, Agents or contractors, shall be deemed to be
“Confidential Information” of the Audited Party under Section 11, “Confidential
Information”, and subject to the provisions of Section 11 with regard to
“Confidential Information”. 





Page 15


Notwithstanding the preceding sentence and
Section 11, Audit Information may be used and disclosed by the Auditing Party
to enforce the Auditing Party’s rights under Applicable Law and this Agreement.



8.7 Should the Parties conduct audits in
connection with this Agreement other than the audits described in Sections 8.1,
13.2 and 20.6.1, the Parties may, by written agreement, elect to conduct such
audits in accordance with Sections 8.2, 8.4, 8.5 and 8.6.


	
  

 	
  

 
	
 9.

 	
 Branding

 



9.1.1 In providing BA Offered Services to
Sprint, BA shall have the right, but not the obligation, to continue to
identify Existing BA Offered Services with Bell Atlantic trade names, trade
marks and service marks, to the same extent that comparable contacts and
interfaces between BA and its own retail end-user Customers Currently bear such
trade names, trademarks, or service marks. Any such identification shall not be
considered a license of such trade names, trademarks, or service marks, to Sprint,
and Sprint may not use such trade names, trademarks, or service marks, in any
manner other than as expressly described in this Agreement without the express
prior written permission of BA. 


9.1.2 The Parties acknowledge that they have
not reached agreement with regard to BA’s rights: (a) to identify New BA
Offered Services with Bell Atlantic trade names, trade marks and service marks;
or, (b) to change the Current trade name, trade mark or service mark
identification of Existing BA Offered Services. In the event of a dispute
between the Parties with regard to such rights, either Party may request the
Commission or another governmental entity of appropriate jurisdiction to
resolve such dispute. 


9.2 If, on the Effective Date, an Existing BA
Offered Service does not disclose a trade name, trade mark or service mark as a
part of the operation of the Existing BA Offered Service and BA, after the
Effective Date, decides to modify the Existing BA Offered Service so that it
does disclose a trade name, trade mark or service mark as a part of the
operation of the Existing BA Offered Service (for instance, when the Existing
BA Offered Service is used, the Customer receives the recorded announcement,
“Thank you for using Bell Atlantic”), BA will notify Sprint of the proposed
modification at least thirty (30) days prior to the date on which the
modification is implemented. If a New BA Offered Service will disclose a trade
name, trade mark or service mark as 





Page 16


a part of the operation of the New BA Offered
Service, BA, when providing notice of the New BA Offered Service pursuant to
Section 43, will indicate that the New BA Offered Service will disclose a trade
name, trade mark or service mark as a part of the operation of the New BA
Offered Service. 


9.3 As used in Sections 9.1 and 9.2: (a)
“Existing BA Offered Services” means any BA Offered Services first offered for
sale to any person on or before the Effective Date; (b) “New BA Offered
Services” means any BA Offered Services first offered for sale to any person after
the Effective Date; and, (c) “Current(ly)” means on the Effective Date. 


9.4 When BA technicians (including BA
contractor technicians) have contact with a Customer during a premise visit on
behalf of Sprint, the BA technicians shall identify themselves as BA employees
(or BA contractor employees) performing services on behalf of Sprint. When a BA
technician leaves a status card during a premise visit on behalf of Sprint, the
card will be a standard card used for all other local service providers’ Customers,
will be in substantially the form set forth in Attachment 16, and will include
the name and telephone number of each local service provider that elects to be
listed on the card and agrees to compensate BA for that provider’s share of
BA’s cost of printing and distributing the card. The BA technicians shall not
leave any promotional or marketing literature for or otherwise market BA
Telecommunications Services to the Sprint Customer during a premise visit on
behalf of Sprint. Notwithstanding the foregoing, nothing in this Section 9.4
shall prevent a BA technician (or a BA contractor technician) from providing a
Customer, if the Customer inquires about a BA service, a telephone number for
BA’s customer service or sales department. 


	
  

 	
  

 
	
 10.

 	
 Compliance with Applicable Law 

 



10.1 Each Party shall comply at its own
expense with all Applicable Law that relates to: (a) its obligations under or
activities in connection with this Agreement; and, (b) its activities
undertaken at, in connection with, or relating to, Work Locations. 


10.2 Except as stated in Section 10.3, each
Party (“Indemnifying Party”) shall indemnify, defend and save harmless the
other Party (“Indemnified Party”), the Indemnified Party’s Affiliates, and the
directors, officers and employees of the Indemnified Party and the Indemnified
Party’s Affiliates, from 





Page 17


and against any Claims, to the extent such
Claims arise out of or result from the failure of the Indemnifying Party or the
Indemnifying Party’s Affiliates, employees, Agents, or contractors, to comply
with Applicable Law in connection with this Agreement. 


10.3 Section 10.2 shall not apply to Claims
by a Customer of an Indemnified Party, or other third party, arising out of or
in connection with a failure to install, restore, provide or terminate an
Indemnifying Party Offered Service, or from any mistake, omission,
interruption, delay, error, defect, fault, failure, or deficiency, in an
Indemnifying Party Offered Service. 


	
  

 	
  

 
	
 11.

 	
 Confidential Information 

 



11.1 For the purposes of this Section 11,
“Confidential Information” means the following information disclosed by one
Party (“Discloser”) to the other Party (“Recipient”) in connection with this
Agreement: 


	
  

 	
  

 
	
  

 	
 (a) Books, records, documents and other
 information disclosed in an audit pursuant to Section 8 or Section 13.2; 

 
	
  

 	
  

 
	
  

 	
 (b) Information provided by BA to Sprint
 pursuant to Section 34.2; 

 
	
  

 	
  

 
	
  

 	
 (c) Forecasting information provided
 pursuant to Attachment 15, Section 8; 

 
	
  

 	
  

 
	
  

 	
 (d) Customer Information related to a
 Customer of the Discloser which is disclosed to the Recipient through the
 Recipient’s access to Operations Support Systems or Operations Support
 Systems functions of the Discloser (except to the extent that the Customer to
 whom the Customer Information is related, in the manner required by
 Applicable Law, has given the Recipient permission to use and/or disclose the
 Customer Information); and 

 
	
  

 	
  

 
	
  

 	
 (e) Any other information which is
 identified by the Discloser as Confidential Information in accordance with
 Section 11.2. 

 



11.2 All information which is to be treated
as Confidential Information under Section 11.1(e) shall: 





Page 18


	
  

 	
  

 
	
  

 	
 (a) if in written, graphic,
 electromagnetic, or other tangible form, be marked as “Confidential
 Information” or “Proprietary Information”; and 

 
	
  

 	
  

 
	
  

 	
 (b) if oral, (i) be identified by the
 Discloser at the time of disclosure to be “Confidential Information” or
 “Proprietary Information”, and (ii) be set forth in a written summary which
 identifies the information as “Confidential Information” or “Proprietary
 Information” and is delivered by the Discloser to the Recipient within ten
 (10) days after the oral disclosure. 

 



Each Party shall have the right to correct an
inadvertent failure to identify information as Confidential Information
pursuant to Section 11.1(e) by giving written notification within thirty (30)
days after the information is disclosed. The Recipient shall, from that time
forward, treat such information as Confidential Information. 


Notwithstanding any other provision of this
Agreement, a Party shall have the right to refuse to accept receipt of
information which the other Party has identified as Confidential Information
pursuant to Section 11.1(e). 


11.3 In addition to any requirements imposed
by Applicable Law, including, but not limited to, 47 U.S.C. § 222, for a period
of five years from the receipt of Confidential Information from the Discloser,
except as otherwise specified in this Agreement, the Recipient agrees: 


          (a)
to use the Confidential Information only for the purpose of performing under
this Agreement; 


          (b)
using the same degree of care that it uses with similar confidential
information of its own, to hold the Confidential Information in confidence and
to restrict disclosure of the Confidential Information to the Recipient, the
Recipient’s Affiliates, and the directors, officers, employees, Agents and
contractors, of the Recipient and the Recipient’s Affiliates, having a need to
know the Confidential Information for the purpose of performing under this Agreement.



11.4 If the
Recipient wishes to disclose the Discloser’s Confidential Information to a
third party Agent or contractor, the Agent or contractor must have executed a
written agreement of non-disclosure and non-use comparable in scope to the
terms of this Section 11. 






Page 19


11.5 The Recipient may make copies of
Confidential Information only as reasonably necessary to perform its
obligations under this Agreement. All such copies shall bear the same copyright
and proprietary rights notices as are contained on the original. 


11.6 The Recipient shall return or destroy
all Confidential Information in tangible form, including any copies made by the
Recipient, within thirty (30) days after a written request by the Discloser is
delivered to the Recipient, except for Confidential Information that the
Recipient reasonably requires to perform its obligations under this Agreement.
If the Recipient loses or makes an unauthorized disclosure of the Discloser’s
Confidential Information, it shall notify the Discloser immediately and use
reasonable efforts to retrieve the lost or improperly disclosed information. 


11.7 The requirements of this Section 11
shall not apply to Confidential Information: 


          (a)
which was in the possession of the Recipient free of restriction prior to its
receipt from the Discloser; 


          (b)
after it becomes publicly known or available through no breach of this
Agreement by the Recipient, the Recipient’s Affiliates, or the directors,
officers, employees, Agents, or contractors, of the Recipient or the
Recipient’s Affiliates; 


          (c)
after it is rightfully acquired by the Recipient free of restrictions on its
disclosure; 


          (d)
after it is independently developed by the Recipient; or 


          (e)
to the extent the disclosure is required by Applicable Law, a court, or
governmental agency; provided, the Discloser has been notified of the required
disclosure promptly after the Recipient becomes aware of the required
disclosure, the Recipient undertakes reasonable lawful measures to avoid disclosing
the Confidential Information until the Discloser has had reasonable time to
seek a protective order, and the Recipient complies with any protective order
that covers the Confidential Information to be disclosed. 


11.8 Each Party’s obligations to safeguard
Confidential Information disclosed prior to expiration, cancellation or 





Page 20


termination of this Agreement shall survive
such expiration, cancellation or termination. 


11.9 Confidential Information shall remain
the property of the Discloser, and the Discloser shall retain all of the
Discloser’s right, title and interest in any Confidential Information disclosed
by the Discloser to the Recipient. Except as otherwise expressly provided
elsewhere in this Agreement, no license is granted by this Agreement with
respect to any Confidential Information (including, but not limited to, under
any patent, trademark, or copyright), nor is any such license to be implied,
solely by virtue of the disclosure of any Confidential Information. 


11.10 Each Party agrees that the Discloser
would be irreparably injured by a breach of this Section 11 by the Recipient,
the Recipient’s Affiliates, or the directors, officers, employees, Agents or
contractors of the Recipient or the Recipient’s Affiliates, and that the Discloser
shall be entitled to seek equitable relief, including injunctive relief and
specific performance, in the event of any breach of the provisions of this
Section 11. Such remedies shall not be deemed to be the exclusive remedies for
a breach of this Section 11, but shall be in addition to any other remedies
available under this Agreement or at law or in equity. 


11.11 The provisions of this Section 11 shall
be in addition to and not in derogation of any provisions of Applicable Law,
including, but not limited to, 47 U.S.C. § 222, and are not intended to
constitute a waiver by a Party of any right with regard to protection of the
confidentiality of information of the Party or its Customers provided by
Applicable Law. In the event of a conflict between a provision of this Section
11 and a provision of Applicable Law, the provision of Applicable Law shall
prevail.


	
  

 	
  

 
	
 12.

 	
 Counterparts 

 



This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original; but such counterparts
shall together constitute one and the same instrument. 


	
  

 	
  

 
	
 13.

 	
 Customer Information

 



13.1 Without in any way limiting Section
10.1, each Party shall comply with all Applicable Law with regard to Customer
Information, including, but not limited to, 47 U.S.C. § 222. An 





Page 21


Accessing Party shall not access (including,
but not limited to, through electronic interfaces and gateways provided
pursuant to this Agreement), use or disclose Customer Information made
available by the other Party pursuant to this Agreement unless the Accessing
Party has obtained any Customer authorization required by Applicable Law for
such access, use and/or disclosure. By accessing, using or disclosing Customer
Information made available by the other Party pursuant to this Agreement, an
Accessing Party represents and warrants that the Accessing Party has obtained
any Customer authorization required by Applicable Law for such access, use or
disclosure. In the event that a dispute or question arises as to the propriety
of an Accessing Party’s access to, or use or disclosure of, Customer
Information, the Accessing Party shall upon request by the other Party provide
proof of any Customer authorization required by Applicable Law for access to,
or use or disclosure of, Customer Information made available by the other Party
pursuant to this Agreement (including, copies of any written authorization).
Without limiting the foregoing provisions of this Section 13.1, where required
by 47 U.S.C. § 222, or other provision of Applicable Law, a Party shall obtain
a signed letter of authorization from the applicable end user in order to
obtain Customer Information from the other Party. 


13.2 Each Party (“Auditing Party”) shall have
the right to audit the other Party (“Audited Party”), to ascertain whether the
Audited Party is complying with the requirements of Applicable Law and this
Agreement with regard to the Audited Party’s access to, and use and disclosure
of, Customer Information which is made available by the Auditing Party to the
Audited Party pursuant to this Agreement. Any audit conducted under this
Section 13.2 shall be conducted in accordance with Section 8, “Audits and
Inspections”. Except as stated in the next sentence, any information disclosed
by the Audited Party to the Auditing Party, the Auditing Party’s Affiliates, or
the directors, officers, employees, Agents or contractors of the Auditing Party
or the Auditing Party’s Affiliates, in an audit conducted under this Section
13.2 (“Audit Information”) shall be considered to be “Confidential Information”
of the Audited Party under Section 11, “Confidential Information”.
Notwithstanding the preceding sentence and Sections 8.6 and 11, Audit
Information may be used and disclosed by the Auditing Party for the purposes of
performance of this Agreement, of ascertaining whether the Audited Party is
complying with the requirements of Applicable Law and this Agreement with
regard to the Audited Party’s access to, and use and disclosure of, Customer
Information which is made available by the Auditing Party to the 





Page 22


Audited Party pursuant to this Agreement, and
enforcing Applicable Law and this Agreement and the Auditing Party’s rights
under Applicable Law and this Agreement. 


13.3 To the extent permitted by Applicable
Law, each Party (“Auditing Party”) shall have the right to monitor the access
of the other Party (“Audited Party”) to Customer Information which is made
available by the Auditing Party to the Audited Party pursuant to this
Agreement, to ascertain whether the Audited Party is complying with the
requirements of Applicable Law and this Agreement with regard to the Audited
Party’s access to, and use and disclosure of, such Customer Information. To the
extent permitted by Applicable Law, the foregoing right shall include, but not
be limited to, the right to electronically monitor the Audited Party’s access
to and use of Customer Information which is made available by the Auditing
Party to the Audited Party pursuant to this Agreement through electronic
interfaces or gateways, to ascertain whether the Audited Party is complying
with the requirements of Applicable Law and this Agreement with regard to the
Audited Party’s access to, and use and disclosure of, such Customer
Information. An Auditing Party may use and disclose information obtained
pursuant to this Section 13.3, but only for the purposes of performance of this
Agreement, ascertaining whether the Audited Party is complying with the
requirements of Applicable Law and this Agreement with regard to the Audited
Party’s access to, and use and disclosure of, Customer Information which is
made available by the Auditing Party to the Audited Party pursuant to this
Agreement, and enforcing Applicable Law and this Agreement and the Auditing
Party’s rights under Applicable Law and this Agreement. 


	
  

 	
  

 
	
 14.

 	
 Default

 



14.1.1 If a Party (“Breaching Party”)
materially breaches a material provision of this Agreement (other than an
obligation to make payment of any amount billed under this Agreement), and such
breach continues for more than thirty (30) days after written notice thereof
from the other Party (“Injured Party”), then, except as provided in Section
14.1.2 or as otherwise required by Applicable Law, the Injured Party shall have
the right, upon notice to the Breaching Party, to terminate or suspend this
Agreement and/or the provision of Offered Services. 


14.1.2 If a good faith dispute arises between
the Parties as to whether the Breaching Party has materially breached a
material provision of this Agreement (other than an obligation to make payment
of any amount billed under this Agreement), the alleged 





Page 23


breach shall not constitute cause for
termination or suspension of this Agreement or the provision of Offered
Services, if: (a) within thirty (30) days of the date that the Injured Party
gives the Breaching Party written notice of such alleged breach, the Breaching
Party gives the Injured Party written notice of the dispute stating the basis
of the dispute and initiates the process for resolution of disputes identified
in Section 14.3; (b) the Breaching Party complies with and completes the
process for resolution of the dispute identified in Section 14.3 (including, if
the dispute is not resolved by negotiation within thirty (30) days after the
Breaching Party gives written notice of the dispute to the Injured Party or
such longer negotiation period as may be agreed to by the Parties, instituting
a proceeding to resolve the dispute before the Commission or another
governmental entity of appropriate jurisdiction and obtaining resolution of the
dispute by the Commission or other governmental entity); and, (c) within thirty
(30) days after the completion of the process for resolution of the dispute
identified in Section 14.3 (or such longer period as may be agreed to by the
Parties or allowed by the Commission or other governmental entity), the
Breaching Party cures any breach that has been agreed by the Parties and/or
determined by the Commission or other applicable governmental entity to have
occurred and takes any other action to resolve the dispute agreed upon by the
Parties or directed by the Commission or other governmental entity. The
existence of such a dispute shall not relieve the Breaching Party of its duty
to otherwise comply with this Agreement and to perform all of its other
obligations under this Agreement. 


14.2.1 If a Purchasing Party fails to make a
payment of any amount billed under this Agreement by the due date (as
established in accordance with Section 5.3, above) and such failure continues
for more than thirty (30) days after written notice thereof from the Providing
Party, then, except as provided in Section 14.2.2 or as otherwise required by
Applicable Law, the Providing Party shall have the right, upon notice to the
Purchasing Party, to terminate or suspend this Agreement and/or the provision
of Offered Services. 


14.2.2 If a good faith dispute arises between
the Parties concerning the obligation of the Purchasing Party to make payment
of an amount billed under this Agreement, the failure to pay the amount in dispute
shall not constitute cause for termination or suspension of this Agreement or
the provision of Offered Services, if: (a) within thirty (30) days of the date
that the Providing Party gives the Purchasing Party written 





Page 24


notice of the failure to pay the amount in
dispute, the Purchasing Party gives the Providing Party written notice of the
dispute stating the basis of the dispute, initiates the process for resolution
of Billing Disputes identified in Attachment 6, and, if the Purchasing Party has
net assets (i.e., assets in excess of liabilities) having a value of less than
One Billion U.S. Dollars (U.S. $1,000,000,000), furnishes to the Providing
Party an irrevocable letter of credit guaranteeing payment of the disputed
amount or other adequate assurance of payment of the disputed amount which is
reasonably acceptable to the Providing Party; (b) the Purchasing Party
completes the process for resolution of Billing Disputes identified in
Attachment 6 (including, if the dispute is not resolved by negotiation within
150 days of the Bill Date or such longer negotiation period as may be agreed to
by the Parties, instituting a proceeding to resolve the dispute before the
Commission or another governmental entity of appropriate jurisdiction and
obtaining resolution of the dispute by the Commission or other governmental
entity); and, (c) within thirty (30) days after the completion of the process
for resolution of Billing Disputes identified in Attachment 6 (or such longer
period as may be agreed to by the Parties or allowed by the Commission or other
governmental entity), the Purchasing Party pays all amounts that have been
agreed by the Parties and/or determined by the Commission or other applicable
governmental entity to be due to the Providing Party. The existence of such a
dispute shall not relieve the Purchasing Party of its obligations to pay any
undisputed amount which is due to the Providing Party and to otherwise comply
with this Agreement. 


14.3.1 Except where an applicable dispute
resolution procedure is specified elsewhere in this Agreement (including, but
not limited to, in Attachment 6), the dispute resolution procedure set forth in
this Section 14.3 shall apply. 


14.3.2 Either Party may by written notice to
the other Party request the other Party to enter into negotiations to resolve
any dispute related to this Agreement. The written notice shall contain
sufficient detail about the nature of the dispute as to fairly apprise the
other Party of the issue in dispute and the position of the Party raising it.
The Parties shall negotiate in good faith to resolve the dispute within a
reasonable period of time. 


14.3.3 Notwithstanding Section
14.3.1 and Section 14.3.2, above, either Party may at any time seek to resolve
a dispute related to this Agreement by instituting an appropriate 






Page 25


proceeding with the Commission, a court or
another governmental entity of appropriate jurisdiction. Nothing contained in
this Section 14.3 shall deprive the Commission, a court or other governmental
entity of jurisdiction to address issues properly raised before such
Commission, court or governmental entity or preclude a Party from raising such
issues in such forum or any other available forum. 


14.3.4 The Parties agree that all
negotiations pursuant to this Section 14.3 shall be confidential under Section
11 and shall be treated as compromise and settlement negotiations for purposes
of the Federal Rules of Evidence and state rules of evidence. 


	
  

 	
  

 
	
 15.

 	
 Facilities

 



15.1 A Providing Party or its suppliers shall
retain all right, title and interest in, and ownership of, all facilities,
equipment, software, wiring, and information, used to provide the Providing
Party’s Offered Services. During the period in which Offered Services are
provided, the Providing Party shall have access at all reasonable times to the
Purchasing Party’s and the Purchasing Party’s Customers’ locations for the
purpose of installing, maintaining, repairing, and inspecting all facilities,
equipment, software, and wiring, used to provide the Offered Services. At the
conclusion of the period in which Offered Services are provided, the Providing
Party shall have access at the Purchasing Party’s and the Purchasing Party’s
Customers’ locations at all reasonable times to remove all facilities,
equipment, software, and wiring, used to provide the Offered Services. The
Purchasing Party shall, at the Purchasing Party’s expense, obtain any rights
and authorizations necessary for such access. 


15.2 Except as otherwise stated in this
Agreement or agreed to in writing by a Providing Party, a Providing Party shall
not be responsible for the installation, maintenance, repair, inspection, or
removal, of facilities, equipment, software, or wiring, furnished by the
Purchasing Party or the Purchasing Party’s Customers for use with the Providing
Party’s Offered Services. 


	
  

 	
  

 
	
 16.

 	
 Force Majeure

 



16.1 Except as otherwise specifically
provided in this Agreement (including by way of illustration circumstances
where a Party is required to implement disaster recovery plans to avoid delays
or failure in performance and the implementation of 





Page 26


such plans was designed to avoid the delay or
failure in performance), neither Party shall be liable for any delay or failure
in performance of any part of this Agreement by it caused by Applicable Law,
acts or failures to act of the United States of America or any state, district,
territory, political subdivision, or other governmental entity, acts of God or
a public enemy, strikes, labor slowdowns or other labor disputes, fires,
explosions, floods, embargoes, earthquakes, volcanic actions, unusually severe
weather conditions, wars, civil disturbances, inability to obtain equipment,
parts or repairs thereof, or causes beyond the reasonable control of the Party
claiming excusable delay or other failure to perform (“Force Majeure
Condition”). 


16.2 If any Force Majeure Condition occurs,
the Party whose performance fails or is delayed because of such Force Majeure
Condition shall give prompt notice to the other Party, and upon cessation of
such Force Majeure Condition, shall give like notice and commence performance
hereunder as promptly as reasonably practicable. 


16.3 Notwithstanding Section 16.1, no delay
or other failure by a Party to perform shall be excused pursuant to this
Section 16 by the delay or failure of a Party’s subcontractors, materialmen, or
suppliers, to provide products or services to the Party, unless such delay or
failure is itself the product of a Force Majeure Condition, and such products
or services cannot be obtained by the Party from other persons on commercially
reasonable terms. 


	
  

 	
  

 
	
 17.

 	
 Good Faith Performance

 



In the performance of their obligations under
this Agreement, the Parties shall act in good faith and consistently with the
intent of the Act. Where notice, approval or similar action by a Party is
permitted or required by any provision of this Agreement, (including, without
limitation, the obligation of the Parties to further negotiate the resolution
of new or open issues under this Agreement) such action shall not be
unreasonably delayed, withheld or conditioned. 


	
  

 	
  

 
	
 18.

 	
 Governing Law 

 



The validity of this Agreement, the
construction and enforcement of its terms, and the interpretation of the rights
and duties of the Parties, shall be governed by (a) the laws of the United
States of America, and (b) the laws of the State of New Jersey, 





Page 27


without regard to the conflicts of laws rules
of the State of New Jersey. The Parties submit to personal jurisdiction in
Newark, New Jersey, and waive any and all objections to a Newark, New Jersey
venue. 


	
  

 	
  

 
	
 19.

 	
 Headings of No Force or Effect 

 



The headings of Articles and Sections of the
Principal Document are for convenience of reference only, and shall in no way
define, modify or restrict the meaning or interpretation of the terms or
provisions of the Principal Document. 


	
  

 	
  

 
	
 20.

 	
 Indemnity and Defense 

 



20.1 Each Party (“Indemnifying Party”) shall
indemnify, defend and save harmless the other Party (“Indemnified Party”), the
Indemnified Party’s Affiliates, and the directors, officers and employees of
the Indemnified Party and the Indemnified Party’s Affiliates, from and against
any Claims that arise out of or result from bodily injury or death to any
person or damage to or loss of the tangible property of any person, to the
extent such bodily injury, death, damage or loss, results from the negligent or
otherwise tortious acts or failures to act of the Indemnifying Party, the
Indemnifying Party’s Affiliates, or the employees, Agents or contractors of the
Indemnifying Party or the Indemnifying Party’s Affiliates, in connection with
this Agreement. 


20.2 Each Party (“Indemnifying Party”) shall
indemnify, defend and save harmless the other Party (“Indemnified Party”), the
Indemnified Party’s Affiliates, and the directors, officers and employees of
the Indemnified Party and the Indemnified Party’s Affiliates, from and against
any Claims, to the extent such Claims arise out of or result from any
Environmental Hazard that the Indemnifying Party, the Indemnifying Party’s
Affiliates, or the employees, Agents, or contractors, of the Indemnifying Party
or the Indemnifying Party’s Affiliates, introduce to, or create at, a Work
Location in the course of performance of this Agreement. 


20.3 Each Party (“Indemnifying Party”) shall
indemnify, defend and save harmless the other Party (“Indemnified Party”), the
Indemnified Party’s Affiliates, and the directors, officers and employees of
the Indemnified Party and the Indemnified Party’s Affiliates, from and against
any Claims, to the extent such Claims arise out of or result from: (a) the
failure of the Indemnifying Party to transmit to the Indemnified Party, (i) a 





Page 28


request by a Customer of the Indemnifying
Party to install, provide, change, or terminate, an Indemnified Party Offered
Service, or (ii) telephone directory or E911/911 listing information for a
Customer of the Indemnifying Party; (b) the transmission by the Indemnifying
Party to the Indemnified Party of an Order which was not authorized by the
applicable Customer or end user; (c) erroneous or inaccurate information in an
Order transmitted by the Indemnifying Party to the Indemnified Party; (d)
erroneous or inaccurate telephone directory or E911/911 listing information
transmitted by the Indemnifying Party to the Indemnified Party; or, (e) the
Indemnifying Party’s unauthorized access to, or unauthorized use or disclosure
of, Customer Information made available by the Indemnified Party to the
Indemnifying Party pursuant to this Agreement. 


20.4 Sprint (“Indemnifying Party”) shall
indemnify, defend and hold harmless BA, BA’s Affiliates, and the directors,
officers and employees of BA and BA’s Affiliates, from and against any claim,
demand, suit, action, judgment, liability, damage or loss (including reasonable
costs, expenses and attorneys fees on account thereof), that arises out of or
results from: (a) Sprint’s negligent use or occupancy of a BA Network Interface
Device (“NID”); (b) wiring, facilities, equipment or other apparatus,
negligently installed by Sprint in or on a BA NID, or negligently connected by
Sprint to a BA NID; or, (c) the negligent acts or omissions of Sprint, Sprint’s
Affiliates, or the employees, Agents or contractors, of Sprint or Sprint’s
Affiliates, in connection with a BA NID. Where the NID is not used by BA or
another Telecommunications Carrier (except Sprint) to provide service to the
premise, Sprint shall have the burden, as between BA and Sprint, to rebut the
presumption that the claim, demand, suit, action, judgment, liability, damage
or loss, arises from wiring, facilities, equipment or other apparatus,
negligently installed by Sprint in or on a BA NID, or negligently connected by
Sprint to a BA NID. For the purposes of this Section 20.4, references to
“negligence” or “negligently” shall be read to also encompass acts of gross
negligence and/or intentional misconduct. 


20.5.1 As used in this Section 20.5: 


	
  

 	
  

 
	
  

 	
 (a) “Indemnitee” means any person who is
 entitled to indemnification and/or defense from an Indemnifying Party under
 any of Sections 10, 20.1, 20.2, 20.3 or 20.4; and 

 
	
  

 	
  

 
	
  

 	
 (b) “Claim” means (i) any “Claim”, as
 defined in Attachment 11, and (ii) any claim, demand, suit, action, 

 









Page 29


	
  

 	
  

 
	
  

 	
 judgment, liability, damage or loss, for
 which Sprint is obligated to indemnify and/or defend BA under Section 20.4. 

 



20.5.2 Whenever an Indemnitee receives notice
of a Claim for which it may demand indemnification and/or defense from the
Indemnifying Party under any of Sections 10, 20.1, 20.2, 20.3, or 20.4, the
Indemnitee shall promptly notify the Indemnifying Party and request the
Indemnifying Party to defend the Claim. Failure to so notify the Indemnifying
Party shall not relieve the Indemnifying Party of any liability that the
Indemnifying Party might have, except to the extent that such failure
prejudices the Indemnifying Party’s ability to defend the Claim. 


20.5.3 The Indemnifying Party shall have the
right to defend against the Claim, in which event the Indemnifying Party shall
give written notice to the Indemnitee and the Indemnified Party of acceptance
of the defense of the Claim and the identity of counsel selected by the
Indemnifying Party. Except as set forth in this Section 20.5.3 and Section
20.5.4, such notice to the Indemnitee and the Indemnified Party shall give the
Indemnifying Party full authority to defend, adjust, compromise, or settle, the
Claim with respect to which such notice shall have been given, except to the
extent that any compromise or settlement may require a contribution from or
affect the rights of the Indemnitee or the Indemnified Party. The Indemnifying
Party shall consult with the Indemnitee and the Indemnified Party prior to any
compromise or settlement that would require a contribution from or affect the
rights of the Indemnitee or the Indemnified Party, and the Indemnitee and the
Indemnified Party shall have the right to refuse such compromise or settlement
and, at the cost of the Indemnitee and the Indemnified Party, to take over such
defense, provided that in such event the Indemnifying Party shall not be
responsible for, nor shall it be obligated to indemnify the Indemnitee and the
Indemnified Party against, the Claim for any amount in excess of such refused
compromise or settlement. 


20.5.4 With respect to any defense accepted
by the Indemnifying Party, the Indemnitee and the Indemnified Party shall be
entitled to participate with the Indemnifying Party in such defense if the
Claim requests equitable relief or other relief that could affect the rights of
the Indemnitee or the Indemnified Party. In so participating, the Indemnitee
and the Indemnified Party shall be entitled to employ separate counsel for the
defense at the Indemnitee’s and/or Indemnified Party’s expense. The Indemnitee
and the Indemnified Party shall also be entitled to participate, at their own
expense, in the defense of 





Page 30


any Claim, as to any portion of the Claim as
to which they are not entitled to indemnification and defense by the
Indemnifying Party. 


20.5.5 In the event the Indemnifying Party
does not accept the defense of any Claim as provided above, the Indemnitee and
the Indemnified Party shall have the right to employ counsel for such defense
at the expense of the Indemnifying Party. 


20.5.6 Each Party agrees to reasonably
cooperate and to cause its employees and Agents to reasonably cooperate with
the other Party in the defense of any Claim and the relevant records of each
Party shall be available to the other Party with respect to any such defense. 


20.6.1 Sections 20.6.2 through 20.6.4 shall
apply if Sprint at any time during the term of this Agreement or within one (1)
year after the termination of this Agreement has net assets (i.e., assets in
excess of liabilities) of less than One-Hundred Million U.S. Dollars (U.S.
$100,000,000) available to satisfy its indemnity and defense obligations under
this Agreement. Upon request by BA, Sprint shall furnish to BA a financial
statement showing whether Sprint has net assets of less than One-Hundred
Million U.S. Dollars (U.S. $100,000,000) available to satisfy its indemnity and
defense obligations under this Agreement. The financial statement shall show
Sprint’s financial condition as of a date which is not more than four (4)
months prior to the date of BA’s request and the accuracy of the financial
statement shall be attested to by reputable independent accountants or auditors.
The request for such a financial statement may be made by BA no more frequently
than once in any six (6) month period; provided, that BA may make such a
request more frequently if at any time BA has probable cause to believe that
Sprint has net assets of less than One-Hundred Million U.S. Dollars (U.S.
$100,000,000) available to satisfy Sprint’s indemnity and defense obligations
under this Agreement. If Sprint fails to provide a requested financial
statement to BA within thirty (30) days after the financial statement is
requested by BA, BA shall have the right to conduct an audit to ascertain
whether Sprint has net assets of less than One-Hundred Million U.S. Dollars
(U.S. $100,000,000) available to satisfy its indemnity and defense obligations
under this Agreement. Such audit shall be conducted in accordance with Sections
8.2, 8.4, 8.5 and 8.6, of this Agreement.


20.6.2 Sprint shall maintain, during the term
of this Agreement and for a period of one (1) year after the termination of
this 





Page 31


Agreement, all insurance and/or bonds
necessary to satisfy its obligations under this Agreement, including, but not
limited to, its obligations set forth in this Section 20. At a minimum and
without limiting the foregoing covenant, Sprint shall maintain the following
insurance: 


	
  

 	
  

 
	
  

 	
           (a)
 Commercial General Liability Insurance, on an occurrence basis, including but
 not limited to, premises-operations, broad form property damage,
 products/completed operations, contractual liability, independent contractors,
 and personal injury, with limits of at least $2,000,000 combined single limit
 for each occurrence. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Automobile Liability, Comprehensive Form, with limits of at least $500,000
 combined single limit for each occurrence. 

 
	
  

 	
  

 
	
  

 	
           (c)
 Excess Liability, in the umbrella form, with limits of at least $10,000,000
 combined single limit for each occurrence. 

 
	
  

 	
  

 
	
  

 	
           (d)
 Worker’s Compensation Insurance as required by Applicable Law and Employer’s
 Liability Insurance with limits of not less than $1,000,000 per occurrence. 

 



20.6.3 Sprint shall name BA as an additional
insured on the foregoing insurance. 


20.6.4 Sprint shall furnish certificates or
other adequate proof of the foregoing insurance. The certificates or other
proof of the foregoing insurance shall be sent to: Bell Atlantic, Insurance
Administration Group, 1320 N. Court House Road, 4th Floor, Arlington, Virginia,
22201. In addition, Sprint shall require its Agents, representatives, or
contractors, if any, that may enter upon the premises of BA or BA’s Affiliates
to maintain similar and appropriate insurance and, if requested, to furnish BA
certificates or other adequate proof of such insurance. Certificates furnished
by Sprint or Sprint’s Agents, representatives, or contractors, shall contain a
clause stating: “Bell Atlantic - New Jersey, Inc. shall be notified in writing
at least thirty (30) days prior to cancellation of, or any material change in,
the insurance.” 


	
  

 	
  

 
	
 21.

 	
 Intellectual Property

 



Except as expressly stated in this Agreement,
nothing contained within this Agreement shall be construed as the grant of a 





Page 32


license, either express or implied, with
respect to any patent, copyright, trade name, trade mark, service mark, trade
secret, or other proprietary interest or intellectual property, now or
hereafter owned, controlled or licensable by either Party. 





Page 33


	
  

 	
  

 
	
 22.

 	
 Joint Work Product

 



The Principal Document is the joint work
product of the representatives of the Parties. For convenience, the Principal
Document has been drafted in final form by one of the Parties. Accordingly, in
the event of ambiguities, no inferences shall be drawn against either Party
solely on the basis of authorship of the Principal Document. 


	
  

 	
  

 
	
 23.

 	
 Liability 

 



23.1.1 THE LIABILITY,
IF ANY, OF SPRINT, SPRINT’S AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, AND CONTRACTORS, OF SPRINT AND SPRINT’S AFFILIATES, TO BA, BA’S
CUSTOMERS AND/OR ANY OTHER PERSON, FOR ANY CLAIM, LOSS OR DAMAGES ARISING OUT
OF OR IN CONNECTION WITH A FAILURE TO INSTALL, RESTORE, PROVIDE OR TERMINATE A
SPRINT OFFERED SERVICE, OR FROM ANY MISTAKE, OMISSION, INTERRUPTION, DELAY,
ERROR, DEFECT, FAULT, FAILURE, OR DEFICIENCY, IN A SPRINT OFFERED SERVICE,
SHALL BE LIMITED AND/OR EXCLUDED AS SET FORTH IN SPRINT’S TARIFFS. 


23.2.1 TO THE EXTENT
THE SPRINT TARIFFS APPLICABLE TO A SPRINT OFFERED SERVICE DO NOT CONTAIN A
LAWFUL, ENFORCEABLE PROVISION WHICH LIMITS OR EXCLUDES THE LIABILITY OF SPRINT,
SPRINT’S AFFILIATES, OR THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR
CONTRACTORS, OF SPRINT OR SPRINT’S AFFILIATES, TO BA, BA’S CUSTOMERS AND/OR ANY
OTHER PERSON, FOR ANY CLAIM, LOSS OR DAMAGES ARISING OUT OF OR IN CONNECTION
WITH A FAILURE TO INSTALL, RESTORE, PROVIDE OR TERMINATE A SPRINT OFFERED
SERVICE, OR FROM ANY MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR, DEFECT,
FAULT, FAILURE, OR DEFICIENCY, IN A SPRINT OFFERED SERVICE, OR TO THE EXTENT A
SPRINT OFFERED SERVICE IS NOT SUBJECT TO A SPRINT TARIFF, SECTION 23.2.2 SHALL
APPLY. 


23.2.2 THE LIABILITY,
IF ANY, OF SPRINT, SPRINT’S AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, AND CONTRACTORS, OF SPRINT AND SPRINT’S AFFILIATES, TO BA, BA’S
CUSTOMERS AND/OR ANY OTHER PERSON, FOR ANY CLAIM, LOSS OR DAMAGES ARISING OUT
OF OR IN CONNECTION WITH A FAILURE TO INSTALL, RESTORE, PROVIDE OR TERMINATE A
SPRINT OFFERED SERVICE, OR FROM ANY MISTAKE, OMISSION, INTERRUPTION, DELAY,
ERROR, DEFECT, FAULT, FAILURE, OR DEFICIENCY, IN A SPRINT OFFERED SERVICE,
SHALL BE LIMITED TO A TOTAL AMOUNT NOT IN EXCESS OF: (A) TWICE THE
PROPORTIONATE CHARGE FOR THE SPRINT OFFERED SERVICE AFFECTED, DURING THE PERIOD
OF THE FAILURE TO INSTALL, RESTORE, PROVIDE OR TERMINATE THE SPRINT OFFERED
SERVICE, OR THE MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR, DEFECT, FAULT,
FAILURE, OR 





Page 34


DEFICIENCY, IN THE
SPRINT OFFERED SERVICE; OR, (B) IF THERE IS NO CHARGE FOR THE SPRINT OFFERED
SERVICE AFFECTED, FIVE HUNDRED DOLLARS ($500.00). 


23.3.1 THE LIABILITY,
IF ANY, OF BA, BA’S AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
AND CONTRACTORS, OF BA AND BA’S AFFILIATES, TO SPRINT, SPRINT’S CUSTOMERS
AND/OR ANY OTHER PERSON, FOR ANY CLAIM, LOSS OR DAMAGES ARISING OUT OF OR IN
CONNECTION WITH A FAILURE TO INSTALL, RESTORE, PROVIDE OR TERMINATE A BA
OFFERED SERVICE, OR FROM ANY MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR,
DEFECT, FAULT, FAILURE, OR DEFICIENCY, IN A BA OFFERED SERVICE, SHALL BE
LIMITED AND/OR EXCLUDED AS SET FORTH IN BA’S TARIFFS. 


23.4.1 TO THE EXTENT
THE BA TARIFFS APPLICABLE TO A BA OFFERED SERVICE DO NOT CONTAIN A LAWFUL,
ENFORCEABLE PROVISION WHICH LIMITS OR EXCLUDES THE LIABILITY OF BA, BA’S
AFFILIATES, OR THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS, OF
BA OR BA’S AFFILIATES, TO SPRINT, SPRINT’S CUSTOMERS AND/OR ANY OTHER PERSON,
FOR ANY CLAIM, LOSS OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH A FAILURE
TO INSTALL, RESTORE, PROVIDE OR TERMINATE A BA OFFERED SERVICE, OR FROM ANY
MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR, DEFECT, FAULT, FAILURE, OR
DEFICIENCY, IN A BA OFFERED SERVICE, OR TO THE EXTENT A BA OFFERED SERVICE IS
NOT SUBJECT TO A BA TARIFF, SECTION 23.4.2 SHALL APPLY. 


23.4.2 THE LIABILITY,
IF ANY, OF BA, BA’S AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
AND CONTRACTORS, OF BA AND BA’S AFFILIATES, TO SPRINT, SPRINT’S CUSTOMERS
AND/OR ANY OTHER PERSON, FOR ANY CLAIM, LOSS OR DAMAGES ARISING OUT OF OR IN
CONNECTION WITH A FAILURE TO INSTALL, RESTORE, PROVIDE OR TERMINATE A BA
OFFERED SERVICE, OR FROM ANY MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR,
DEFECT, FAULT, FAILURE, OR DEFICIENCY, IN A BA OFFERED SERVICE, SHALL BE
LIMITED TO A TOTAL AMOUNT NOT IN EXCESS OF: (A) TWICE THE PROPORTIONATE CHARGE
FOR THE BA OFFERED SERVICE AFFECTED, DURING THE PERIOD OF THE FAILURE TO
INSTALL, RESTORE, PROVIDE OR TERMINATE THE BA OFFERED SERVICE, OR THE MISTAKE,
OMISSION, INTERRUPTION, DELAY, ERROR, DEFECT, FAULT, FAILURE, OR DEFICIENCY, IN
THE BA OFFERED SERVICE; OR, (B) IF THERE IS NO CHARGE FOR THE BA OFFERED
SERVICE AFFECTED, FIVE HUNDRED DOLLARS ($500.00). 


23.5 EXCEPT AS OTHERWISE STATED IN SECTION
23.7, NEITHER PARTY SHALL BE
LIABLE TO THE OTHER PARTY, THE OTHER PARTY’S CUSTOMERS, OR ANY THIRD PARTY, FOR
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES
(INCLUDING, BUT NOT LIMITED TO, 





Page 35


DAMAGES FOR HARM TO BUSINESS, LOST REVENUES,
LOST SAVINGS, OR LOST PROFITS). 


23.6 THE LIMITATIONS UPON AND EXCLUSIONS FROM
LIABILITY STATED IN SECTIONS 23.1 THROUGH 23.5, ABOVE, SHALL APPLY REGARDLESS
OF THE FORM OF CLAIM OR ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT
LIABILITY, OR TORT (INCLUDING, BUT NOT LIMITED TO, THE NEGLIGENCE OF THE PERSON
CLAIMING LIMITATION OR EXCLUSION OF LIABILITY), AND REGARDLESS OF WHETHER THE
PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT. 


23.7 NOTHING CONTAINED IN SECTIONS 23.1
THROUGH 23.6 SHALL EXCLUDE OR LIMIT LIABILITY: 


          (a)
FOR DAMAGES ARISING OUT OF OR RESULTING FROM WILLFUL OR INTENTIONAL MISCONDUCT;



          (b)
FOR DAMAGES ARISING OUT OF OR RESULTING FROM BODILY INJURY OR DEATH TO PERSONS,
DAMAGE TO OR LOSS OF TANGIBLE REAL OR TANGIBLE PERSONAL PROPERTY, OR
ENVIRONMENTAL HAZARDS; 


          (c)
FOR A CLAIM FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE NAME, TRADE MARK,
SERVICE MARK, OR OTHER INTELLECTUAL PROPERTY INTEREST; 


          (d)
UNDER ANY OF SECTIONS 10, 20, 33, 38, 48.10 OR 48.11; OR 


          (e)
UNDER ANY PROVISION OF THIS AGREEMENT (INCLUDING A TARIFF) THAT REQUIRES A
PARTY TO INDEMNIFY, DEFEND AND/OR HOLD HARMLESS THE OTHER PARTY OR ANOTHER
PERSON. 


23.8 Except as may be specifically set forth
in this Agreement: (a) each Party’s obligations under this Agreement shall
extend only to the other Party; (b) a Party shall have no liability under this
Agreement to Customers of the other Party or to any other third party; and, (c)
nothing in this Agreement shall be deemed to create a third party beneficiary
relationship between a Party and the other Party’s Customers or any other third
party. 


	
  

 	
  

 
	
 24.

 	
 Nonexclusive Remedies 

 



Except as
otherwise expressly provided in this Agreement, each of the remedies provided
under this Agreement is cumulative and is in addition to any other remedies
that may be available under this Agreement or at law or in equity. 






Page 36


	
  

 	
  

 
	
 25.

 	
 Notices

 



Any notices or other communications required or permitted to be given
or delivered under this Agreement shall be in hard-copy writing (unless
otherwise specifically provided herein) and shall be sufficiently given if
delivered personally or by prepaid overnight express service to the following
(unless otherwise specifically required by this Agreement to be delivered to
another representative or point of contact):


	
  

 	
  

 
	
  

 	
 If to Sprint:

 
	
  

 	
  

 
	
  

 	
 Director of Local
 Market Development

 
	
  

 	
 Sprint Communications
 Company L.P.

 
	
  

 	
 8140 Ward Parkway

 
	
  

 	
 Kansas City,
 Missouri, 64114

 
	
  

 	
  

 
	
  

 	
 with a copy to:

 
	
  

 	
  

 
	
  

 	
 Director of State
 Regulatory—East

 
	
  

 	
 Sprint
 Communications Company L.P.

 
	
  

 	
 1850 M Street,
 N.W., Suite 1110

 
	
  

 	
 Washington, DC
 20036

 
	
  

 	
  

 
	
  

 	
 If to BA:

 
	
  

 	
  

 
	
  

 	
 Bell Atlantic
 Network Services, Inc.

 
	
  

 	
 Attention:
 Director, Interconnection Initiatives

 
	
  

 	
 1320 North
 Courthouse Road, 2nd Floor

 
	
  

 	
 Arlington,
 Virginia 22201

 
	
  

 	
  

 
	
  

 	
 with a copy to:

 
	
  

 	
  

 
	
  

 	
 General Attorney,
 Carrier Services

 
	
  

 	
 Bell Atlantic
 Network Services, Inc.

 
	
  

 	
 1320 North
 Courthouse Road, 8th Floor

 
	
  

 	
 Arlington,
 Virginia 22201

 



Either Party may unilaterally change its designated representative
and/or address for the receipt of notices by giving seven (7) days prior
written notice to the other Party in compliance with this Section 25. 


Any notice or other communication shall be deemed given when received.


	
  

 	
  

 
	
 26.

 	
 Option
 to Obtain Offered Services Under Other Agreements

 









Page 37


26.1 If, at any time while this Agreement is in effect, either Party
(“Third-Person Contracting Party”) enters into an agreement with a third-person
operating within the State of New Jersey to provide any Network
Interconnection, unbundled Network Element, or Telecommunications Service
(including, but not limited to, any Network Interconnection, unbundled Network
Element, or Telecommunications Service of the Third-Person Contracting Party
that is an Offered Service under this Agreement), to the third-person, which
agreement is subject to approval by the Commission pursuant to 47 U.S.C. § 252,
the Third-Person Contracting Party shall make such agreement publicly available
within ten (10) days after the date it is approved by the Commission under 47
U.S.C. § 252. BA shall give Sprint notice of Commission approval under 47
U.S.C. § 252 of any such agreement as to which BA is the Third-Person
Contracting Party. Such notice by BA to Sprint shall be given quarterly, shall
identify for each agreement the parties to the agreement and the date the
agreement was approved by the Commission under 47 U.S.C. § 252, and may be
provided in writing or electronically, including, but not limited to, by
allowing Sprint to access a data base or Internet site containing the
applicable information.


26.2 To the extent required by Applicable Law, the Third-Person
Contracting Party, upon written request by the other Party, shall make
available to the other Party any Network Interconnection, unbundled Network
Element, or Telecommunications Service (including, but not limited to, any
Network Interconnection, unbundled Network Element or Telecommunications
Service of the Third-Person Contracting Party that is an Offered Service under
this Agreement), offered by the Third-Person Contracting Party under the
agreement with the third-person upon the same terms and conditions (including
prices) provided in the agreement with the third-person, but only on a
prospective basis. This Agreement shall thereafter be amended to prospectively
incorporate the terms and conditions (including prices) from the third-person
agreement applicable to the Network Interconnection, unbundled Network Element
or Telecommunications Service, that the requesting Party has elected to
purchase pursuant to the terms and conditions of the third-person agreement.


26.3 To the extent the exercise of the foregoing option requires a
rearrangement of facilities by the Providing Party, the requesting Party shall
be liable for the non-recurring charges associated therewith, as well as for
any termination 





Page 38


charges associated with the termination of existing facilities or
Offered Services.


	
  

 	
  

 
	
 27.

 	
 Other
 Services

 



27.1 This Agreement applies only to “Offered Services”, as defined in
this Agreement. To the extent that Offered Services subscribed to under this
Agreement by a Purchasing Party are interconnected to or used with other
services, facilities, equipment, software, or wiring, provided by the Providing
Party or by other persons, such other services, facilities, equipment,
software, or wiring, shall not be construed to be provided under this
Agreement. Any Providing Party services, facilities, equipment, software, or
wiring, to be used by the Purchasing Party which are not subscribed to by the
Purchasing Party under this Agreement must be subscribed to by the Purchasing
Party separately, pursuant to other written agreements (including, but not
limited to, applicable Providing Party Tariffs).


27.2.1 Without in any way limiting Section 27.1 and without attempting
to list all BA products and services that are not subject to this Agreement,
the Parties agree that this Agreement does not apply to the following BA
services and products: Bell Atlantic Answer Call, Bell Atlantic Answer Call
Plus, Bell Atlantic Home Voice Mail, Bell Atlantic Home Voice Mail Plus, Bell
Atlantic Basic Mailbox, Bell Atlantic Voice Mail, Bell Atlantic OptiMail
Service, and other BA voice mail, fax mail, voice messaging, and fax messaging,
services; Bell Atlantic Optional Wire Maintenance Plan; Bell Atlantic Guardian
Enhanced Maintenance Service; Bell Atlantic Sentry I Enhanced Maintenance
Service; Bell Atlantic Sentry II Enhanced Maintenance Service; Bell Atlantic
Sentry III Enhanced Maintenance Service; customer premises equipment; Bell
Atlantic Call 54 service; Bell Atlantic Telephone Directory bold listings; and,
Bell Atlantic Telephone Directory advertisements. 


27.2.2 If Sprint at any time believes that any of the BA services or
products listed in Section 27.2.1 is a Telecommunications Service, Sprint may
request that the Parties amend Section 27.2.1 to delete the reference to the
service or product which Sprint believes is a Telecommunications Service. If BA
disagrees with Sprint’s belief, Sprint may request the Commission or another
governmental entity of appropriate jurisdiction to determine whether the
service or product is a Telecommunications Service. If the service or product
is determined by the Commission or other governmental entity of appropriate
jurisdiction to be a Telecommunications Service, the 





Page 39


Parties shall amend Section 27.2.1 to delete the reference to the
service or product which the Commission or other governmental entity of
appropriate jurisdiction has determined to be a Telecommunications Service. 


27.3 Without in any way limiting Section 27.1 or Section 27.2, the
Parties also agree that this Agreement does not apply to the installation,
maintenance, repair, inspection, or use of any facilities, equipment, software,
or wiring, located on the Purchasing Party Customer premises side of the
Network Rate Demarcation Point applicable to the Purchasing Party and does not grant
to the Purchasing Party a right to installation, maintenance, repair,
inspection, or use, of any such facilities, equipment, software, or wiring.
Installation, maintenance, repair, inspection, or use of facilities, equipment,
software, or wiring, located on the Purchasing Party Customer premises side of
the Network Rate Demarcation Point applicable to the Purchasing Party must be
contracted for by the Purchasing Party separately, pursuant to other written
agreements, at rates stated in such other written agreements.


	
  

 	
  

 
	
 28.

 	
 Provision
 and Use of Offered Services

 



28.1 A Party may fulfill its obligations under this Agreement itself or
may cause an Affiliate of the Party to take the action necessary to fulfill the
Party’s obligations; provided, that a Party’s use of an Affiliate to perform
this Agreement shall not release the Party from any liability or duty to
fulfill its obligations under this Agreement. 


28.2 Except as otherwise expressly stated in this Agreement, including,
but not limited to, in Section 15.1, each Party, at its own expense, shall be
responsible for obtaining from governmental authorities, property owners, other
Telecommunications Carriers, and any other persons or entities, all rights and
privileges (including, but not limited to, rights of way, space and power),
which are necessary for the Party to provide its Offered Services pursuant to
this Agreement.


28.3 Except as otherwise provided in this Agreement, this Agreement
does not prevent a Purchasing Party from using the Offered Services provided by
a Providing Party pursuant to this Agreement in connection with other
technically compatible Offered Services provided by the Providing Party
pursuant to this Agreement or with any services provided by the Purchasing
Party or a third party.





Page 40


	
  

 	
  

 
	
 29.

 	
 Publicity

 



Neither Party shall use the name of the other Party in connection with
this Agreement in a written press release or written press statement except as
permitted by Applicable Law.


	
  

 	
  

 
	
 30.

 	
 Referenced
 Documents

 



Whenever any provision of this Agreement refers to a Technical
Document, it will be deemed to be a reference to the version or edition of such
Technical Document that is cited in this Agreement (or if no version or edition
of such Technical Document is specifically cited in this Agreement, the version
or edition of such Technical Document that is in effect on the Effective Date)
and any subsequent version or edition (including, any amendments, supplements,
addenda, or successors) of such Technical Document that the Parties agree in
writing to adhere to, and, unless this Agreement provides otherwise, will
include the version or edition of each document incorporated by reference in
such a Technical Document that is cited in such a Technical Document (or if no
version or edition of such document is specifically cited in the Technical
Document, the version or edition of such document that was in effect on the
date of issuance of the Technical Document) and any subsequent version or
edition (including, any amendments, supplements, addenda, or successors) of
such document that the Parties agree in writing to adhere to.


	
  

 	
  

 
	
 31.

 	
 Regulatory
 Matters

 



31.1 BA shall be responsible for obtaining and keeping in effect all
Federal Communications Commission, Commission, franchise authority and other
governmental approvals, that may be required in connection with the performance
of its obligations under this Agreement.


31.2 Without in any way limiting Section 31.1, within thirty (30) days
after the execution of this Agreement, the Agreement shall be submitted by the
Parties to the Commission for approval by the Commission. Following such
submission, the Agreement shall be submitted by BA to any other applicable
governmental entity by which it must be approved for approval by that
governmental entity. 


31.3 Sprint shall be responsible for obtaining and keeping in effect
all Federal Communications Commission, Commission, franchise authority and
other governmental approvals, that may 





Page 41


be required in connection with the performance of its obligations under
this Agreement. 


31.4 Sprint shall reasonably cooperate with BA in obtaining and
maintaining any required governmental approvals for which BA is responsible,
and BA shall reasonably cooperate with Sprint in obtaining and maintaining any
required governmental approvals for which Sprint is responsible.


31.5 In the event that any legally binding legislative, regulatory,
judicial or other legal action materially affects any material terms of this
Agreement, or the ability of Sprint or BA to perform any material terms of this
Agreement, Sprint or BA may, on thirty (30) days written notice (delivered not
later than thirty (30) days following the date on which such action has become
legally binding) require that such terms be renegotiated, and the Parties shall
renegotiate in good faith such mutually acceptable new terms as may be
required.


31.6 Except as otherwise provided in this Agreement, when this
Agreement is filed with the Commission for approval, the Parties will request
that the Commission (a) approve the Agreement and (b) refrain from taking any
action to change, suspend or otherwise delay implementation of the Agreement. 


	
  

 	
  

 
	
 32.

 	
 Relationship
 of the Parties

 



32.1 Each Party is an independent contractor, and has and hereby
retains the right to exercise full control of and supervision over its own
performance of its obligations under this Agreement. 


32.2 Each Party retains full control over the employment, direction,
compensation and discharge, of all of its employees, Agents and contractors,
assisting in the performance of its obligations under this Agreement. Each
Party will be solely responsible for all matters relating to payment of its
employees, Agents and contractors, and payment of Social Security and other
taxes in association with such employees, Agents and contractors, and
withholding and remittance of taxes from such employees, Agents and
contractors. 


32.3 Nothing contained within this Agreement shall:


          (a) make
either Party the Agent, servant or employee, of the other Party;





Page 42


          (b) grant
either Party the authority to enter into a contract on behalf of, or otherwise
legally bind, the other Party in any way;


          (c) create
a partnership, joint venture, or other similar relationship between the
Parties; or


          (d) grant
to either Party a franchise, distributorship, or similar interest.


32.4 The relationship of the Parties under this Agreement is a
non-exclusive relationship. Each Party shall have the right:


          (a) to
provide services to be provided by it under this Agreement to persons other
than the other Party; and


          (b) to
purchase services which can be purchased by it under this Agreement from
persons other than the other Party.





Page 43


	
  

 	
  

 
	
 33.

 	
 Selection
 of A Telephone Exchange Service Provider

 



33.1 The Parties agree to apply the principles and procedures set forth
in Section 64.1100 of the FCC Rules, 47 CFR § 64.1100, to the process for
end-user selection of a Telephone Exchange Service provider; provided, that if
the FCC or the Commission adopts rules governing the process for end-user
selection of a Telephone Exchange Service provider, the Parties shall apply
such rules rather than the principles and procedures set forth in § 64.1100. 


33.2 If a Party (“Requesting
Party”) who requests the other Party to change an end user’s Telecommunications
Service (including, but not limited to, an end user’s selection of a Telephone
Exchange Service provider) (a) in the event of a dispute over the end user’s
choice of a Telephone Exchange Service provider, fails to provide the
documentary evidence of the end user’s Telephone Exchange Service provider
selection required by Applicable Law (or, in the absence of Applicable Law, by
Section 64.1100) upon request, (b) has requested the change in the end user’s
Telecommunications Service without having obtained authorization for such
change from the end user pursuant to the principles and procedures set forth in
Section 64.1100 or other applicable FCC or Commission rules, or (c) has
mistakenly changed the end-user’s Telecommunications Service, the Requesting
Party shall indemnify, defend and hold harmless the other Party for any
resulting Claims. In addition, the Requesting Party shall be liable to the
other Party for all charges that would be applicable to the end user for the
initial change in the end user’s Telecommunications Service and any charges for
restoring the end user’s Telecommunications Service to its end user authorized
condition, including to the appropriate Telephone Exchange Service provider.


33.3 Except as otherwise required by
Applicable Law, a Providing Party shall not require the Purchasing Party to
produce a letter of authorization, disconnect order, or other writing, from the
Purchasing Party’s Customer as a pre-condition to processing an Order from the
Purchasing Party.


	
  

 	
  

 
	
 34.

 	
 Service
 Standards

 



34.1 Each Party shall in providing an Offered Service to the other
Party meet all of the quality and performance standards required by Applicable
Law and this Agreement.


34.2 BA shall provide to Sprint the performance measurement reports
listed in Attachment 12. Such reports shall be deemed 





Page 44


to be Confidential Information of BA under Section 11, “Confidential
Information”. Notwithstanding the preceding sentence and Section 11, the reports
may be used and disclosed by Sprint for the purposes of enforcing Applicable
Law and Sprint’s rights under Applicable Law and this Agreement (including, but
not limited to, pursuant to Attachment 12, Section 1.3). In making any such
disclosure, Sprint shall make reasonable efforts to preserve the
confidentiality of the reports while they are in the possession of any person
to whom they are disclosed, including, but not limited to, by requesting a
governmental entity to whom the reports are disclosed to treat them as
confidential. 


34.3 In the event that any BA Resale Service or Sprint Resale Service
is not installed or provided in accordance with the due dates specified in this
Agreement, the Providing Party shall grant the Purchasing Party a credit equal
to the credit that would be available for the Providing Party’s own end-user
retail Customers, adjusted for any applicable wholesale discount.


	
  

 	
  

 
	
 35.

 	
 Severability

 



35.1 If any term, condition or provision of this Agreement is held to
be invalid or unenforceable for any reason, such invalidity or unenforceability
shall not invalidate the entire Agreement (unless such construction would be
unreasonable), and the Agreement shall be construed as if it did not contain
the invalid or unenforceable provision or provisions, and the rights and
obligations of each Party construed and enforced accordingly. 


35.2 In the event any invalid or unenforceable provision or provisions
are essential elements of this Agreement and the invalidity of such provisions
or provisions substantially impairs the rights or obligations of either Party,
the provisions of Section 31.5 shall apply.


	
  

 	
  

 
	
 36.

 	
 Subcontracting

 



If any obligation under this Agreement is performed through a
subcontractor, the subcontracting Party shall remain fully responsible for the
performance of this Agreement in accordance with its terms, including any
obligations it performs through the subcontractor. The subcontracting Party
shall be solely responsible for payments due its subcontractors. Except as may
be specifically set forth in this Agreement, no subcontractor 






Page 45


shall be deemed a third party beneficiary for any purposes under this
Agreement.


	
  

 	
  

 
	
 37.

 	
 Survival
 of Obligations

 



Any liabilities or obligations of a Party for acts or omissions
occurring prior to the expiration, cancellation or termination of this
Agreement, any obligation of a Party under any provision for indemnification or
defense (including, but not limited to, any of Sections 10 and 20), under
Section 11, “Confidential Information”, under Section 33.2, or under any
provision for limitation of liability, and any obligation of a Party under any
other provisions of this Agreement which, by their terms, are contemplated to
survive (or to be performed after) expiration, cancellation or termination of
this Agreement, shall survive expiration, cancellation or termination of this
Agreement.


	
  

 	
  

 
	
 38.

 	
 Taxes

 



38.1 With respect to any purchase of Offered Services under this
Agreement, if any Federal, state or local government tax, fee, duty, surcharge,
or other tax-like charge (a “Tax”) is required or permitted by Applicable Law
to be collected from a Purchasing Party by the Providing Party, then (a) to the
extent required by Applicable Law, the Providing Party shall bill the
Purchasing Party for such Tax as a separately stated item, (b) the Purchasing
Party shall timely remit such Tax to the Providing Party (including both Taxes
billed by the Providing Party and Taxes the Purchasing Party is required by
Applicable Law to remit without billing by the Providing Party), and (c) the
Providing Party shall remit such collected Tax to the applicable taxing
authority.


38.2 With respect to any purchase of Offered Services under this
Agreement, if any Tax is imposed by Applicable Law on the receipts of the
Providing Party, which Applicable Law permits the Providing Party to exclude
certain receipts received from sales of Offered Services for resale by the
Purchasing Party, such exclusion being based solely on the fact that the
Purchasing Party is also subject to a tax based upon receipts (“Receipts Tax”),
then the Purchasing Party, upon request in writing by the Providing Party,
shall provide notice in writing in accordance with Section 38.7 of whether the
Purchasing Party will pay the Receipts Tax. Such notice shall remain in effect
until it is revoked in writing by the Purchasing Party in accordance with
Section 38.7.





Page 46


38.3 With respect to any purchase of Offered Services under this
Agreement, that are resold by the Purchasing Party to a Customer of the Purchasing
Party, if any Tax is imposed by Applicable Law on the Customer of the
Purchasing Party in connection with its purchase of the resold Offered Services
which the Purchasing Party is required to impose and/or collect from the
Customer, then the Purchasing Party (a) shall impose and/or collect such Tax
from the Customer, and (b) shall timely remit such Tax to the applicable taxing
authority.


38.4.1 If the Providing Party, in accordance with Applicable Law,
properly bills the Purchasing Party for any Tax but the Purchasing Party fails
to remit the Tax to the Providing Party as required by Section 38.1, then, as
between the Providing Party and the Purchasing Party, the Purchasing Party
shall be liable for such uncollected Tax and any interest and/or penalty
assessed on the uncollected Tax by the applicable taxing authority.


38.4.2 If the Providing Party does not collect a Tax because the
Purchasing Party has provided the Providing Party with an exemption certificate
which is later found to be inadequate by the applicable taxing authority, then,
as between the Providing Party and the Purchasing Party, the Purchasing Party
shall be liable for such uncollected Tax and any interest and/or penalty
assessed on the uncollected Tax by the applicable taxing authority.


38.4.3 Except as provided in Section 38.4.4, if the Purchasing Party
fails to pay the Receipts Tax which it has given notice of its intent to pay
pursuant to Section 38.2, then, as between the Providing Party and the
Purchasing Party, (a) the Providing Party shall be liable for any Tax imposed
on the Providing Party’s receipts, (b) the Purchasing Party shall be liable for
any interest and/or penalty imposed on the Providing Party with respect to the
Tax on the Providing Party’s receipts, and (c) the Purchasing Party shall be
liable for any Tax imposed on the Purchasing Party’s receipts and any interest
and/or penalty assessed by the applicable taxing authority on the Purchasing
Party with respect to the Tax on the Purchasing Party’s receipts.


38.4.4 If any discount or portion of a discount in price provided to
the Purchasing Party under this Agreement (including, but not limited to, the
discount provided for in Attachment 1) represents Tax savings to the Providing
Party which it was anticipated the Providing Party would receive, 





Page 47


because it was anticipated that receipts from sales of Providing Party
Offered Services, that would otherwise be subject to a Tax on such receipts,
could be excluded from such Tax under Applicable Law, because the Providing
Party Offered Services would be sold to the Purchasing Party for resale, and
the Providing Party is, in fact, required by Applicable Law to pay such Tax on
receipts from sales of Providing Party Offered Services to the Purchasing
Party, then, as between the Providing Party and the Purchasing Party, (a) the
Purchasing Party shall be liable for any such Tax, and (b) the Purchasing Party
shall be liable for any interest and/or penalty assessed by the applicable
taxing authority on either the Purchasing Party or the Providing Party with
respect to the Tax on the Providing Party’s receipts.


38.4.5 If the Purchasing Party fails to impose and/or collect any Tax
from Purchasing Party Customers as required by Section 38.3, then, as between
the Providing Party and the Purchasing Party, the Purchasing Party shall remain
liable for such uncollected Tax and any interest and/or penalty assessed on
such uncollected Tax by the applicable taxing authority.


38.4.6 With respect to any Tax that the Purchasing Party has agreed to
pay, is responsible for because the Purchasing Party received a discount in
price on Providing Party Offered Services attributable to anticipated Tax
savings by the Providing Party, or is required to impose on and/or collect from
Purchasing Party Customers, the Purchasing Party agrees to indemnify and hold
the Providing Party harmless on an after-tax basis for any costs incurred by
the Providing Party as a result of actions taken by the applicable taxing
authority to recover the Tax from the Providing Party due to failure of the
Purchasing Party to timely remit the Tax to the Providing Party, or timely pay,
or collect and timely remit, the Tax to the taxing authority.


38.5 If either Party is audited by a taxing authority, the other Party
agrees to reasonably cooperate with the Party being audited in order to respond
to any audit inquiries in a proper and timely manner so that the audit and/or
any resulting controversy may be resolved expeditiously.


38.6.1 If Applicable Law exempts a purchase of Offered Services under
this Agreement from a Tax, and if such Applicable Law also provides an
exemption procedure, such as an exemption certificate requirement, then, if the
Purchasing Party complies with such procedure, the Providing Party shall not
collect such Tax during the effective period of the exemption. Such 





Page 48


exemption shall be effective upon receipt of the exemption certificate
or affidavit in accordance with Section 38.7.


38.6.2 If Applicable Law exempts a purchase of Offered Services under
this Agreement from a Tax, but does not also provide an exemption procedure,
then the Providing Party shall not collect such Tax if the Purchasing Party (a)
furnishes the Providing Party with a letter signed by an officer of the
Purchasing Party claiming an exemption and citing the provision in the
Applicable Law which allows such exemption, and (b) supplies the Providing
Party with an indemnification agreement, reasonably acceptable to the Providing
Party, which holds the Providing Party harmless on an after-tax basis with
respect to forbearing to collect such Tax.


38.7 All notices, affidavits, exemption certificates or other
communications required or permitted to be given by either Party to the other
under this Section 38, shall be made in writing and shall be delivered
personally or sent by prepaid overnight express service, and sent to the
addresses stated in Section 25 and to the following:


	
  

 	
  

 	
  

 
	
  

 	
 To BA:

 	
 Tax Administration

 
	
  

 	
  

 	
 Bell Atlantic
 Network Services, Inc.

 
	
  

 	
  

 	
 1717 Arch Street,
 30th Floor

 
	
  

 	
  

 	
 Philadelphia, PA
 19103

 
	
  

 	
  

 	
  

 
	
  

 	
 To Sprint:

 	
 Director, State
 & Local Taxes

 
	
  

 	
  

 	
 Sprint
 Communications Company L.P.

 
	
  

 	
  

 	
 903 E. 104th
 Street

 
	
  

 	
  

 	
 Kansas City,
 Missouri 64131

 



Either Party may from time-to-time designate another address or
addressee by giving notice in accordance with the terms of this Section 38.7.


Any notice or other communication shall be deemed to be given when
received.


	
  

 	
  

 
	
 39.

 	
 Third-Party
 Beneficiaries

 



Except as may be specifically set forth in this Agreement, this
Agreement does not provide and shall not be construed to provide any third
parties (including, but not limited to, Customers or subcontractors of a Party)
with any right, remedy, claim, reimbursement, cause of action, or other
privilege.





Page 49


	
  

 	
  

 
	
 40.

 	
 Warranties

 



EXCEPT
AS SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES WITH RESPECT
TO ITS OFFERED SERVICES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, IN FACT
OR IN LAW. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE A PARTY’S EXCLUSIVE
WARRANTIES WITH RESPECT TO ITS OFFERED SERVICES AND ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, IN FACT OR IN LAW. EACH PARTY
DISCLAIMS ANY AND ALL OTHER WARRANTIES WITH RESPECT TO ITS OFFERED SERVICES,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE, WARRANTIES AGAINST INFRINGEMENT, AND WARRANTIES
ARISING BY TRADE CUSTOM, TRADE USAGE, COURSE OF DEALING, OR OTHERWISE.






Page 50


PART II


BA
OFFERED SERVICES AND RELATED MATTERS


	
  

 	
  

 
	
 41.

 	
 BA Offered Services

 



41.1 Upon request by Sprint, and pursuant to
the provisions of this Agreement, BA will provide to Sprint BA Offered
Services. 


41.2 All BA Offered Services offered by BA to
Sprint are subject to the terms and conditions (including prices) of this
Agreement, even though the BA Offered Services may not be specifically listed
or described in the Principal Document. 


	
  

 	
  

 
	
 42.

 	
 Charges 

 



42.1 Sprint shall be responsible for and shall
pay all charges for any BA Offered Service provided to Sprint (including, but
not limited to, any BA Offered Service provided to Sprint for resale to
Sprint’s Customers), if the BA Offered Service is ordered, activated or used by
Sprint, Sprint’s Customer or another person. 


42.2 With respect to Audiotex services
(including Dial-It services) provided by BA or BA Customers, Sprint agrees to
either bill and collect the charges for calls to such services by Sprint’s
local service Customers, or to block access to such calls. If Sprint elects to
bill and collect charges for calls to Audiotex services (including Dial-It
services) provided by BA or BA Customers, the Parties agree to negotiate a
mutually acceptable agreement for the performance of such billing and
collection. 


42.3 The Parties agree to negotiate a
mutually acceptable reciprocal billing and collection agreement for their
respective alternately billed local and intraLATA toll charges (i.e., collect,
calling card and billed to third number). Under this agreement, BA will bill
Sprint charges to BA local service Customers and Sprint will bill BA charges to
Sprint local service Customers. BA and Sprint will compensate each other for
billing these charges to their respective Customers at the same rate per
billable charge record. 


	
  

 	
  

 
	
 43.

 	
 Changes in BA Offered Services 

 



43.1 Subject to the requirements of this
Agreement, BA may, at any time, add, modify or discontinue, a BA Offered
Service.





Page 51


43.2 BA will give Sprint notice of: 


          (a)
Any material changes in the terms and conditions (including prices) under which
BA offers a BA Offered Service; 


          (b)
The addition of a BA Offered Service; 


          (c)
The material modification of the operation of a BA Offered Service; and 


          (d)
The discontinuance of a BA Offered Service. 


43.3 Except as otherwise required by this
Agreement or Applicable Law: 


          (a)
The notice to be provided under Section 43.2(a) and (b) shall be given no later
than three (3) business days after the earlier of: (i) the first date on which
BA gives public notice of the change or addition to BA’s own end user retail
Customers; or (ii) (A) if a publicly available Tariff filing with the
Commission or the Federal Communications Commission is made by BA, the date on
which such filing is made, or (B) if a publicly available Tariff filing with
the Commission or the Federal Communications Commission is not made by BA, the
date on which the change or the addition becomes effective; and 


          (b)
The notice to be provided under Section 43.2(c) and (d) shall be provided at
least sixty (60) days prior to the time the material modification or the
discontinuance becomes effective. 


43.4 The notice to be provided under Section
43.2 may be provided in writing or electronically, including, but not limited
to, by allowing Sprint to access a data base or Internet site containing the
applicable information. 


	
  

 	
  

 
	
 44.

 	
 Customer Contact

 



44.1.1 Except as otherwise provided in this
Agreement, Sprint shall be the single and sole point of contact for all Sprint
Customers with regard to services and products (including, but not limited to,
resold BA Offered Services) provided, or to be provided, by Sprint to Sprint’s
Customers. 


44.1.2 Without in any way limiting Section
44.1.1, Sprint shall be the single and sole point of contact for Sprint’s
Customers: (a) to request information about or provision of services 





Page 52


(including, but not limited to, resold BA
Offered Services) which they wish to purchase from Sprint; (b) to change,
terminate, or request information about, assistance in using, or repair or
maintenance of, services (including, but not limited to, resold BA Offered
Services) which they have purchased from Sprint; (c) to make inquiries
concerning Sprint’s bills, and charges for Sprint’s services (including, but
not limited to, resold BA Offered Services); and, (d) if the Sprint Customers
receive dial tone line service from Sprint, to report and request assistance
with regard to annoyance calls. 


44.1.3 Sprint shall establish telephone
numbers at which Sprint’s Customers may communicate with Sprint and shall make
reasonable efforts to advise Sprint’s Customers who may wish to communicate
with Sprint of these telephone numbers. 


44.2 BA shall provide to BA’s employees who
are reasonably likely to communicate, either by telephone or face-to-face, with
Sprint’s Customers during the service provisioning or maintenance processes,
such training as shall be reasonably necessary for those employees to conform
to the requirements of this Agreement with regard to their contact with Sprint
Customers. 


	
  

 	
  

 
	
 45.

 	
 BA Resale Services 

 



45.1 Availability and Use 


45.1.1 BA shall provide BA Resale Services to
Sprint where, and to the same extent, that BA provides BA Resale Services to
BA’s own end user retail Customers. 


45.1.2 BA Resale Services may be purchased by
Sprint under this Agreement only for the purpose of resale by Sprint as a
Telecommunications Carrier. BA Resale Services to be purchased by Sprint for
other purposes (including, but not limited to, Sprint’s own use) must be
purchased by Sprint pursuant to separate written agreements, including, but not
limited to, applicable BA Tariffs. Sprint may purchase BA Resale Services under
this Agreement for resale to Sprint’s Affiliates if Sprint resells such BA
Resale Services to Sprint’s Affiliates as a Telecommunications Carrier pursuant
to terms and conditions that comply with all applicable Commission rules,
including non-discrimination rules. 





Page 53


45.1.3 To the extent required by Applicable
Law, BA Resale Services shall include contract and other customer-specific
offerings. 


45.2 Restrictions on Resale


45.2.1 Except as otherwise provided in the
Principal Document or authorized by the Commission or the FCC, BA Resale
Services shall not be subject to any category-to-category restrictions. 


45.2.2 Sprint shall not sell residential BA
Resale Services to Customers who are ineligible to subscribe to such BA Resale
Services from BA. 


45.2.3 Sprint shall not sell Lifeline or any
other means-tested BA Resale Service offerings to Customers who are not
eligible to subscribe to such service offerings from BA. 


45.2.4 Sprint shall not sell grandfathered BA
Resale Services to Customers who are ineligible to subscribe to such BA Resale
Services from BA. 


45.2.5 The Parties agree to negotiate the
applicability of any category-to-category restriction on the resale of BA
Resale Services proposed by BA in the future. 


45.3 Service Parity


45.3.1 BA shall provide BA Resale Services,
such that, for all call types, a Sprint Customer served by resold BA Resale
Services is not required to dial any greater number of digits than a
similarly-situated BA Customer to make calls to the same destination. 


45.3.2 BA shall provide BA Resale Services,
such that: (a) a Sprint Customer served by the resold BA Resale Services can
complete calls to the same locations as a similarly-situated BA Customer; (b) a
Sprint Customer served by the resold BA Resale Services may subscribe to the
same extended calling area(s), if any, available to a similarly-situated BA
Customer; (c) 1+ intraLATA toll services and Primary Interexchange Carrier
(“PIC”) 1+ and dial-around (e.g., Carrier Identification Code) services are
available to a Sprint Customer served by the resold BA Resale Services on the
same basis as they are offered to a similarly-situated BA Customer; and, (d)
the post-dial delay (time elapsed between the last digit dialed and first
network response), call completion rate, transmission quality, dial 





Page 54


tone, ring, and capability for dial/pulse or
touch-tone recognition, are provided at Parity. 


45.3.3 The Parties agree that a BA Customer, or a Sprint Customer served
by a resold BA Resale Service dial tone line, may retain its local telephone
number when changing its Telephone Exchange Service provider from one Party to
the other Party, if the Customer remains at the same location, retains the same
type and class of Telephone Exchange Service, and continues to be served by a
BA Resale Service dial tone line. 


45.3.4 The Parties agree that a BA Customer, or a Sprint Customer served
by a resold BA Resale Service dial tone line, may retain its Telephone Exchange
Service without unreasonable interruption of such service when changing its
Telephone Exchange Service provider from one Party to the other Party, if the
Customer remains at the same location, retains the same type and class of
Telephone Exchange Service, and continues to be served by a BA Resale Service
dial tone line. 


45.3.5 To the extent technically feasible, a
BA Resale Service provided by BA to Sprint shall be provided at Parity.


45.4 Billing For BA Resale Services 


45.4.1 BA shall bill Sprint for BA Resale
Services provided to Sprint in accordance with the terms and conditions of this
Agreement, including, but not limited to, the terms and conditions in
Attachment 6. 


45.4.2 BA shall recognize Sprint as the
customer of record for all BA Resale Services provided to Sprint and send all
notices, bills and other pertinent information directly to Sprint. 


45.5 Specific BA Resale Services


45.5.1 The BA Resale Services that Sprint may
purchase for resale, include, but are not limited to, the BA Resale Services
listed in this Section 45.5.


45.5.2 Centrex 


45.5.2.1 Sprint may purchase for resale any
Centrex Telecommunications Service that BA provides at retail to BA subscribers
who are not Telecommunications Carriers. 





Page 55


45.5.2.2 Sprint shall pay applicable charges,
as set forth in this Agreement, to suppress the need for Sprint Customers
served by resold Centrex Telecommunications Service to dial “9” when placing
calls outside the Centrex System. 


45.5.3 CLASS, Custom Calling, IQ, and AIN
Based Services 


Sprint may purchase for resale any BA CLASS,
Custom Calling, IQ, or Advanced Intelligent Network (“AIN”) based,
Telecommunications Service that BA provides at retail to BA subscribers who are
not Telecommunications Carriers. 


45.5.4 Call Blocking Services


Upon request by Sprint, BA will provide for
use on BA Resale Service dial tone lines which are resold by Sprint such call
blocking services (including, but not limited, to 700, 900 and Audiotex call
blocking services) as BA provides to BA’s own end user retail Customers, where
and to the extent BA provides such call blocking services to BA’s own end user retail
Customers. 


45.5.5 Voluntary Federal Customer Financial
Assistance Programs 


Except to the extent prohibited by Applicable
Law, Sprint may purchase for resale to eligible Sprint Customers any
Telecommunications Service that BA provides at retail to BA subscribers who are
not Telecommunications Carriers and who are eligible for government established
programs for low-income Customers, such as the Voluntary Federal Customer
Financial Assistance Program, and Link-Up America. 


45.5.6 Telecommunications Relay Service


Where and to the extent BA provides
Telecommunications Relay Service to BA’s own end user retail Customers, BA
shall make such Telecommunications Relay Service available to Sprint for use by
Sprint Customers served by resold BA Resale Service dial tone lines. 


45.5.7 Coin Services 


Sprint may purchase for resale any payphone
related Telecommunications Service (including, but not limited to, station
controlled line service [coin customer-owned, coin-operated telephone {“COCOT”}
line service], and network controlled coin and coinless line service), that BA
provides at 





Page 56


retail to BA subscribers who are not
Telecommunications Carriers. 


	
  

 	
  

 
	
 46.

 	
 BA Unbundled Network Elements

 



46.1 Upon request by Sprint, and pursuant to
the provisions of this Agreement, BA will provide to Sprint Network Elements as
set forth in Attachment 2. 


46.2 Notwithstanding any other provision of
this Agreement, BA shall be obligated to provide a Combination of Network
Elements only to the extent such Combination is technically feasible and
required by Applicable Law. 


46.3 The Parties agree that a BA Customer, or
a Sprint Customer served by a BA local switching Network Element, may retain
its local telephone number when changing its Telephone Exchange Service
provider from one Party to the other Party, if the Customer remains at the same
location, and continues to be served by a BA Resale Service dial tone line or a
BA local switching Network Element using the same BA network facilities. 


46.4 The Parties agree that a BA Customer, or a Sprint Customer served
by a BA local switching Network Element, may retain its Telephone Exchange
Service without unreasonable interruption of such service when changing its
Telephone Exchange Service provider from one Party to the other Party, if the
Customer remains at the same location, and continues to be served by a BA
Resale Service dial tone line or a BA local switching Network Element using the
same BA network facilities. 


	
  

 	
  

 
	
 47.

 	
 Support Functions

 



47.1 E911/911 Services 


47.1.1 Where and to the extent BA provides
E911/911 call routing to the appropriate Public Safety Answering Point (“PSAP”)
to BA’s own end user retail Customers, BA shall provide to Sprint, for resold
BA Resale Service dial tone lines, E911/911 call routing to the appropriate
PSAP. BA shall provide Sprint Customer information for resold BA Resale Service
dial tone lines to the PSAP as that information is provided to BA by Sprint
where and to the same extent that BA provides BA Customer information to the
PSAP. BA shall update and maintain, on the same schedule that BA uses for BA’s
own end user retail Customers, for Sprint Customers served by resold BA Resale
Service dial tone lines, the Sprint Customer information in BA’s 





Page 57


E911 databases. To the extent technically feasible, the services provided by
BA to Sprint under this Section 47.1.1 shall be provided at Parity. 


47.1.2 Where Sprint provides service to
Sprint’s Customers by a means other than through BA Resale Service dial tone
lines (for instance, through unbundled Network Elements provided by BA), at
such time as BA makes available to Sprint an electronic interface for entering
E911 Customer information into the appropriate E911 databases, Sprint shall be
responsible for entering E911 Customer information into the appropriate E911
databases. The electronic interface will be available no earlier than May 15,
1998. Prior to availability of the electronic interface, existing processes
will be used and Sprint will provide E911 Customer information for Sprint Customers
to BA for entry by BA into the appropriate BA E911 databases. 


47.1.3 To the extent that it is necessary
(whether as a requirement of Applicable Law or otherwise) for Sprint to enter
into any agreements or other arrangements with governmental entities (or
governmental entity contractors) related to E911/911 in order for Sprint to
provide Telecommunications Services, Sprint shall at Sprint’s expense enter
into such agreements and arrangements. Where this Section 47.1 or other
portions of this Agreement refer to or describe E911/911 functions, services,
or facilities as BA functions, services, or facilities, the Parties agree that,
in New Jersey, some such functions, services, and facilities are provided,
owned, or controlled not by BA but by the State of New Jersey, and that Sprint
will look to the State of New Jersey, and not BA, and make arrangements with
the State of New Jersey, and not BA, for the provision of such functions,
services, and facilities. BA will cooperate with Sprint in identifying all such
functions, services, and facilities that are provided, owned, or controlled by
the State of New Jersey and in identifying the contact points and procedures BA
believes will facilitate Sprint’s promptly securing such arrangements with the
State of New Jersey as may be necessary for the effective provision of E911/911
service to Customers of Sprint. 


47.2 Routing to Repair, Directory Assistance
and Operator Services 


47.2.1.1 Each Party will provide its
Customers with a toll-free or ordinary telephone number to call for repair
services and will not use 611 for this or any other purpose. Calls to 611 





Page 58


will be answered by an announcement only
(there will be no human intercept or call transfer capability) as follows: 


          (a)
Callers will be informed that 611 is no longer a valid number and will be
instructed to contact their local service provider. 


          (b)
No local service provider, including BA, will be named in the announcement. 


47.2.1.2 The Parties agree that the
provisions of this Section 47.2.1 shall not prejudice any arguments either of
them may make concerning the appropriate use of N11 codes. 


47.2.2 Upon request by Sprint, BA will
implement the capability of rerouting to Sprint’s platforms directory
assistance traffic from Sprint Customers served by resold BA Resale Service
dial tone lines (including 411 and 555-1212) and operator services traffic from
Sprint Customers served by resold BA Resale Service dial tone lines (including
O+ and 0- intraLATA calls). Implementation will be completed, as to a
particular switch as to which rerouting is requested by Sprint, within ninety
(90) days after the request by Sprint. BA will use its best efforts to
accommodate Sprint’s requests as to the sequence of implementing this capability
in particular switches on a nondiscriminatory basis.





Page 59


47.3 Emergency Public Agency Telephone
Numbers 


BA and Sprint shall provide to each other,
pursuant to terms, conditions and prices to be negotiated by BA and Sprint
following execution of this Agreement, the emergency public agency (e.g.,
police, fire, ambulance) telephone numbers linked to each NPA-NXX, including
all changes, alterations, modifications, and updates, to such information. 


47.4 LSV/VCI 


BA and Sprint agree to interconnect their
Local Operator Service systems to provide, in accordance with Attachment 15,
Line Status Verification and Verification with Call Interruption (“LSV/VCI”)
services. 


47.5 Line Information Database 


BA shall maintain Customer information
(including restricted collect and third-number billing notation) for Sprint
Customers who subscribe to resold BA Resale Service dial tone lines, in BA’s
Line Information Database (“LIDB”) where and to the same extent that BA
maintains information in BA’s LIDB on BA’s own end-user retail Customers. BA shall update and maintain, on the same
schedule that it uses for BA’s own end-user retail Customers, the Sprint
Customer information in BA’s LIDB. To the extent technically feasible, the
services provided by BA to Sprint under this Section 47.5 shall be provided at
Parity. 


47.6 Telephone Line Number Calling Card
Numbers 


If an end-user terminates BA Resale Service
dial tone line service provided to the end-user by BA and, in place thereof,
subscribes to Sprint for resold BA Resale Service dial tone line service, BA
will remove from BA’s LIDB any BA-assigned telephone line calling card number
(including area code) (“TLN”) and Personal Identification Number (“PIN”)
associated with the terminated BA Resale Service dial tone line service. The
BA-assigned TLN and PIN will be removed from BA’s LIDB within twenty-four (24)
hours after BA terminates the BA Resale Service dial tone line service with
which the numbers were associated. Sprint may issue a new telephone calling
card to such Customer, utilizing the same TLN, and the same or a different PIN.
Upon request by Sprint, BA will enter such TLN and PIN in BA’s LIDB for calling
card validation purposes. 


47.7 Law Enforcement and Service Annoyance 





Page 60


BA and Sprint will develop mutually-agreed
procedures to handle requests from law enforcement agencies for service
termination, assistance with electronic surveillance, and provision of Customer
information, pursuant to Applicable Law, and procedures to handle Customer
complaints about harassing or annoying calls. Such procedures will include, but
not be limited to, a process for the Parties to interface with each other
regarding law enforcement and service annoyance issues on a 24 hour per day,
seven days per week basis. 


47.8 Intercept Services 


Sprint may order any Intercept
Telecommunications Services that BA provides at retail to BA subscribers who
are not Telecommunications Carriers. Such services will be made available for
use by Sprint’s Customers where and to the same extent as such services are
made available to BA’s own end user retail Customers. To the extent technically
feasible, the services provided by BA to Sprint under this Section 47.8 shall
be provided at Parity. 


	
  

 	
  

 
	
 48.

 	
 Directory Listings 

 



48.1 As used in this Section 48, references
to a Sprint Customer’s “Listing” shall mean such Sprint Customer’s name,
address and telephone number. Upon request by Sprint, BA will provide the
Listing services described in this Section 48. 


48.2 BA will include a primary Listing for a
Sprint Customer in BA’s White Pages telephone directory (residence and business
Listings) and BA’s Yellow Pages telephone directory (business Listings), that
covers the service address of the Sprint Customer. Listings for Sprint
Customers will be interfiled with the listings of other persons in BA’s
telephone directories in accordance with the standard alphabetical or other
order for listings in such telephone directories. Where there are two telephone
numbers for the same resold BA dial tone line due to the implementation of
Interim Local Number Portability, only the ported number will be included in
the Listing. 


48.3 BA will provide BA White Pages
additional Listings for a Sprint Customer. 


48.4 BA will include in BA’s directory
assistance database and in any BA electronic directories in which BA’s own end
user retail Customers are ordinarily included a Listing for Sprint Customers. 





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Such service will be provided where and to
the same extent that BA provides this service to BA’s own end user retail
Customers. To the extent technically feasible, the service provided by BA to
Sprint under this Section 48.4 shall be provided at Parity. 


48.5 Where a Customer for a BA Resale Service
dial tone line resold by Sprint elects not to have a Listing in a telephone
directory, electronic directory and/or BA’s directory assistance database,
Sprint shall purchase the applicable service to effect this (e.g., BA private
number, non-published listing, or non-listed number, service). 


48.6 BA shall deliver BA White Pages and BA
Yellow Pages telephone directories to Sprint Customers. Timing of such delivery
and the determination of which primary telephone directories shall be delivered
(by Customer address, NPA/NXX, or other criteria), and the number of telephone
directories to be provided per Sprint Customer, shall be provided under the
same terms and conditions that BA delivers primary telephone directories to
BA’s own similarly situated Customers. These deliveries will be made for no
additional charge. Sprint may request additional telephone directories from
BA’s Directory Fulfillment Centers for Sprint’s Customers, which Centers will
provide such additional telephone directories for the same charges applicable
to comparable requests by BA’s own Customers. 


48.7 BA shall provide the following White and
Yellow Pages Directory Listing criteria to Sprint not later than ten (10) days
after the Effective Date of this Agreement, and shall provide all changes to
such Directory Listing criteria at the same time such changes are provided to
BA’s own directory listings Customer contact personnel: 


          (a)
Classified heading information; 


          (b)
Rules for White Pages and Yellow Pages listings, other than information which
is publicly available in BA’s Tariffs (e.g., eligibility for free White and
Yellow Pages listings, space restrictions, unlisted and unpublished listings,
abbreviated listings, foreign listings, and heading requirements); 


          (c)
Publication schedules for White Pages and Yellow Pages Directories; 


          (d)
Identification of the coverage areas of Telephone Directories by NPA/NXX; 





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          (e)
Telephone directory delivery schedules; 


          (f)
Restrictions, if any, on number of Telephone Directories provided at no charge
to a Customer; and 


          (g)
Processes and terms and conditions for obtaining foreign Telephone Directories
from BA. 


48.8 Sprint shall provide to BA daily listing
information on all new Sprint Customers in the format required by BA or a
mutually agreed upon industry standard format. The information shall include
the Sprint Customer’s name, telephone number, address, the delivery address and
number of directories to be delivered, and, in the case of a business listing,
the primary business heading under which the Sprint Customer desires to be
placed, and any other information necessary for the publication and delivery of
directories. Sprint shall also provide BA with daily listing information
showing (a) Sprint Customers that have disconnected or terminated their service
with Sprint, and (b) any changes in daily listing information that was
previously provided by Sprint. 


48.9 Upon written request by Sprint, BA shall
include in the customer information section of any BA telephone directory
distributed in any area where Sprint is providing Telephone Exchange Service at
the closing date for entry of material in the BA telephone directory, telephone
numbers for Sprint customer sales, service and repair, and such other service
related information as may be agreed upon by the Parties, including Sprint
trademarks and logos. Such information shall be provided by Sprint to BA in the
format required by BA no later than the closing date for entry of such material
in the BA telephone directory. BA shall provide Sprint with a list of the
applicable closing dates for BA’s Telephone Directories. 


48.10 Sprint shall adhere to all practices,
standards and requirements (including, but not limited to, ethics standards),
of BA with regard to Listings. By providing Listings to BA, Sprint warrants
that it has the authority to place such Listings on behalf of Sprint’s
Customers, that the address and telephone number information in the Listings
submitted to BA is accurate, and that the Customer name information in the
Listings submitted to BA accurately states the Customer name information
requested for the Listings by the Customers. Sprint shall take commercially
reasonable action to attempt to assure that any Sprint Customer to be listed
has the right and is authorized to 





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(a) provide the product or service offered by
the Customer, and (b) use any personal or corporate name, trade name, trade
mark, service mark or other language contained in the Listing. In addition,
Sprint agrees to indemnify, defend and hold harmless, BA, BA’s Affiliates, and
the directors, officers, employees, Agents and contractors of BA and BA’s
Affiliates, from and against any and all claims, losses, damages, suits, or
other actions, or any liability whatsoever, suffered, made, instituted, or
asserted by any person arising out of BA’s listing of the Listing information
provided by Sprint hereunder. 


48.11 THE LIABILITY,
IF ANY, OF BA, BA’S AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
AND CONTRACTORS, OF BA AND BA’S AFFILIATES, TO SPRINT, SPRINT’S CUSTOMERS
AND/OR ANY OTHER PERSON, FOR ANY CLAIM, LOSS OR DAMAGES ARISING OUT OF OR IN
CONNECTION WITH A FAILURE TO INSTALL, RESTORE, PROVIDE OR TERMINATE A LISTING
IN A WHITE PAGES DIRECTORY, YELLOW PAGES DIRECTORY, ELECTRONIC DIRECTORY,
DIRECTORY ASSISTANCE DATABASE, OR OTHER PUBLICATION OR DATABASE, OR FROM ANY
MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR, DEFECT, FAULT, FAILURE, OR
DEFICIENCY, IN A LISTING, IN A WHITE PAGES DIRECTORY, YELLOW PAGES DIRECTORY,
ELECTRONIC DIRECTORY, DIRECTORY ASSISTANCE DATABASE, OR OTHER PUBLICATION OR
DATABASE, SHALL BE LIMITED AND/OR EXCLUDED AS SET FORTH IN SECTION 23 FOR BA
OFFERED SERVICES. 


48.12 Sprint agrees to take, with respect to
Sprint’s Customers, all reasonable steps to assure that Sprint’s and BA’s liability
to Sprint’s Customers in the event of an error in or omission of a Listing
shall be subject to limitations of liability comparable to the limitations of
BA’s liability under this Agreement. 


	
  

 	
  

 
	
 49.

 	
 Information 

 



49.1 Subscriber List Information 


49.1.1 Under a separate license agreement, BA
shall provide to Sprint access to all published BA Subscriber List Information
to the same extent, and on the same terms and conditions (including prices),
that BA provides BA Subscriber List Information to third parties who are
similarly situated to Sprint. Such license agreement shall specify the terms
and conditions under which, and the media on which, the Subscriber List
Information is available. 





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49.1.2 Unless authorized by Sprint, BA shall
not provide Sprint Customer Subscriber List Information to third parties. If
Sprint does authorize BA to provide Sprint Customer Subscriber List Information
to third parties, BA shall have the right to exclusively retain any
compensation received from third parties for performing this activity and shall
not be obligated to account to Sprint or compensate Sprint for provision of the
Sprint Customer Subscriber List Information to third parties. 


49.2 Directory Assistance Information 


The Parties acknowledge that they have not
reached agreement with regard to Sprint’s request that BA provide to Sprint BA
directory assistance database information, and updates to such information, on
other than a listing-by-listing basis through a query to BA’s directory
assistance database (including, but not limited to, on magnetic tape, magnetic
disk or similar media). This section will be revised as required by or as
necessary to comply with Applicable Law. 


	
  

 	
  

 
	
 50.

 	
 Ordering Processes

 



50.1 BA will provide to Sprint the
capabilities for ordering and provisioning set forth in Attachment 4. 


50.2.1 BA will provide to Sprint customer
usage data in accordance with Attachment 7. 


50.2.2 If Sprint wishes BA to record and
provide to Sprint Customer usage information and other billing information that
BA does not record when furnishing a Telecommunications Service to BA’s own end
user retail Customers (e.g., usage on flat rated lines), BA will, to the extent
BA’s switch suppliers offer a generic software capability that permits such
recording on a line-by-line basis, negotiate with Sprint terms, conditions and
prices pursuant to which BA will record and provide such information to Sprint.



	
  

 	
  

 
	
 51.

 	
 Testing

 



51.1 To the extent service readiness or
operations readiness testing may not have been conducted or concluded pursuant
to a separate testing agreement between the Parties, the Parties shall mutually
develop and implement a plan and schedule to test the interconnection of their
respective gateway interfaces and the operation of their operational support
systems. The testing 





Page 65


shall be conducted in accordance with this
Agreement and Applicable Law. 


51.2 During the term of this
Agreement, the Parties will participate in such cooperative testing as is
provided for in this Agreement, including, but not limited to, cooperative
testing pursuant to Attachment 2, Section 15.1, and such other cooperative
testing as they may mutually agree to conduct. 






Page 66


PART
III


SPRINT
OFFERED SERVICES AND RELATED MATTERS


	
  

 	
  

 
	
 52.

 	
 Sprint Offered Services

 



52.1 Upon request by BA, and pursuant to the
provisions of this Agreement, Sprint will provide to BA Sprint Offered
Services, including, but not limited to, any Sprint Resale Services that are
available to Sprint Customers. 


52.2 All Sprint Offered Services offered by
Sprint to BA are subject to the terms and conditions (including prices) of this
Agreement, even though the Sprint Offered Services may not be specifically
listed or described in the Principal Document. 


	
  

 	
  

 
	
 53.

 	
 Charges for Sprint Offered Services 

 



BA shall be responsible for and shall pay all
charges for any Sprint Offered Service provided to BA (including, but not
limited to, any Sprint Offered Service provided to BA for resale to BA’s
Customers), if the Sprint Offered Service is ordered, activated or used by BA,
BA’s Customer or another person. 


	
  

 	
  

 
	
 54.

 	
 Changes in Sprint Offered Services 

 



54.1 Subject to the requirements of this
Agreement, Sprint may, at any time, add, modify or discontinue, a Sprint
Offered Service.


54.2 Sprint will give BA notice of: 


          (a)
Any material changes in the terms and conditions (including prices) under which
Sprint offers a Sprint Offered Service; 


          (b)
The addition of a Sprint Offered Service; 


          (c)
The material modification of the operation of a Sprint Offered Service; and 


          (d)
The discontinuance of a Sprint Offered Service. 


54.3 Except as otherwise required by this
Agreement or Applicable Law: 





Page 67


          (a)
The notice to be provided under Section 54.2(a) and (b) shall be given no later
than three (3) business days after the earlier of: (i) the first date on which
Sprint gives public notice of the change or addition to Sprint’s own end user
retail Customers; or (ii) (A) if a publicly available Tariff filing with the
Commission or the Federal Communications Commission is made by Sprint, the date
on which such filing is made, or (B) if a publicly available Tariff filing with
the Commission or the Federal Communications Commission is not made by Sprint,
the date on which the change or the addition becomes effective; and 


          (b)
The notice to be provided under Section 54.2(c) and (d) shall be provided at
least sixty (60) days prior to the time the material modification or the
discontinuance becomes effective. 


54.4 The notice to be provided under Section
54.2 may be provided in writing or electronically, including, but not limited
to, by allowing BA to access a data base or Internet site containing the
applicable information. 


	
  

 	
  

 
	
 55.

 	
 Customer Contact

 



55.1.1 Except as otherwise provided in this
Agreement, BA shall be the single and sole point of contact for all BA
Customers with regard to services and products (including, but not limited to,
resold Sprint Offered Services) provided, or to be provided, by BA to BA’s
Customers. 


55.1.2 Without in any way limiting Section
55.1.1, BA shall be the single and sole point of contact for BA’s Customers:
(a) to request information about or provision of services (including, but not
limited to, resold Sprint Offered Services) which they wish to purchase from
BA; (b) to change, terminate, or request information about, assistance in
using, or repair or maintenance of, services (including, but not limited to,
resold Sprint Offered Services) which they have purchased from BA; (c) to make
inquiries concerning BA’s bills, and charges for BA’s services (including, but
not limited to, resold Sprint Offered Services); and, (d) if the BA Customers receive
dial tone line service from BA, to report and request assistance with regard to
annoyance calls. 


55.1.3 BA shall establish telephone numbers
at which BA’s Customers may communicate with BA and shall make reasonable
efforts to advise BA’s Customers who may wish to communicate with BA of these
telephone numbers. 





Page 68


55.2 Sprint shall provide to Sprint’s
employees who are reasonably likely to communicate, either by telephone or
face-to-face, with BA’s Customers during the service provisioning or
maintenance processes, such training as shall be reasonably necessary for those
employees to conform to the requirements of this Agreement with regard to their
contacts with BA Customers. 


	
  

 	
  

 
	
 56.

 	
 Sprint Resale Services 

 



56.1 Availability and Use 


56.1.1 Sprint shall provide Sprint Resale
Services to BA where, and to the same extent, that Sprint provides Sprint
Resale Services to Sprint’s own end user retail Customers. 


56.1.2 Sprint Resale Services may be
purchased by BA under this Agreement only for the purpose of resale by BA as a
Telecommunications Carrier. Sprint Resale Services to be purchased by BA for
other purposes (including, but not limited to, BA’s own use) must be purchased
by BA pursuant to separate written agreements, including, but not limited to,
applicable Sprint Tariffs. BA may purchase Sprint Resale Services under this
Agreement for resale to BA’s Affiliates if BA resells such Sprint Resale
Services to BA’s Affiliates as a Telecommunications Carrier pursuant to terms
and conditions that comply with all applicable Commission rules, including
non-discrimination rules. 


56.1.3 To the extent required by Applicable
Law, Sprint Resale Services shall include contract and other customer-specific
offerings.


56.2 Restrictions on Resale


56.2.1 Except as otherwise provided in the
Principal Document or authorized by the Commission or the FCC, Sprint Resale
Services shall not be subject to any category-to-category restrictions. 


56.2.2 BA shall not sell residential Sprint
Resale Services to Customers who are ineligible to subscribe to such Sprint
Resale Services from Sprint. 


56.2.3 BA shall not sell Lifeline or any
other means-tested Sprint Resale Service offerings to Customers who are not
eligible to subscribe to such service offerings from Sprint. 





Page 69


56.2.4 BA shall not sell grandfathered Sprint
Resale Services to Customers who are ineligible to subscribe to such Sprint
Resale Services from Sprint. 


56.2.5 The Parties agree to negotiate the
applicability of any category-to-category restriction on the resale of Sprint
Resale Services proposed by Sprint in the future. 





Page 70


56.3 Service Parity


56.3.1 Sprint shall provide Sprint Resale
Services, such that, for all call types, a BA Customer served by resold Sprint
Resale Services is not required to dial any greater number of digits than a
similarly-situated Sprint Customer to make calls to the same destination. 


56.3.2 Sprint shall provide Sprint Resale
Services, such that: (a) a BA Customer served by the resold Sprint Resale
Services can complete calls to the same locations as a similarly-situated
Sprint Customer; (b) a BA Customer served by the resold Sprint Resale Services
may subscribe to the same extended calling area(s), if any, available to a
similarly-situated Sprint Customer; (c) 1+ intraLATA toll services and Primary
Interexchange Carrier (“PIC”) 1+ and dial-around (e.g., Carrier Identification
Code) services are available to a BA Customer served by the resold Sprint
Resale Services on the same basis as they are offered to a similarly-situated
Sprint Customer; and, (d) the post-dial delay (time elapsed between the last
digit dialed and first network response), call completion rate, transmission
quality, dial tone, ring, and capability for dial/pulse or touch-tone
recognition, are provided at Parity. 


56.3.3 The Parties agree that a Sprint Customer, or a BA Customer served
by a resold Sprint Resale Service dial tone line, may retain its local
telephone number when changing its Telephone Exchange Service provider from one
Party to the other Party, if the Customer remains at the same location, retains
the same type and class of Telephone Exchange Service, and continues to be
served by a Sprint Resale Service dial tone line. 


56.3.4 The Parties agree that a Sprint Customer, or a BA Customer served
by a resold Sprint Resale Service dial tone line, may retain its Telephone
Exchange Service without unreasonable interruption of such service when
changing its Telephone Exchange Service provider from one Party to the other
Party, if the Customer remains at the same location, retains the same type and
class of Telephone Exchange Service, and continues to be served by a Sprint
Resale Service dial tone line. 


56.3.5 To the extent technically feasible, a
Sprint Resale Service provided by Sprint to BA shall be provided at Parity. 


56.4 Billing For Sprint Resale Services 





Page 71


56.4.1 Sprint shall bill BA for Sprint Resale
Services provided to BA in accordance with the terms and conditions of this
Agreement, including, but not limited to, the terms and conditions in
Attachment 6. 


56.4.2 Sprint shall recognize BA as the
customer of record for all Sprint Resale Services provided to BA and send all
notices, bills and other pertinent information directly to BA. 


	
  

 	
  

 
	
 57.

 	
 Support Functions

 



57.1 E911/911 Services 


Where and to the extent Sprint provides
E911/911 call routing to the appropriate Public Safety Answering Point (“PSAP”)
to Sprint’s own end user retail Customers, Sprint shall provide to BA, for
resold Sprint Resale Service dial tone lines, E911/911 call routing to the
appropriate PSAP. Sprint shall provide BA Customer information for resold
Sprint Resale Service dial tone lines to the PSAP as that information is
provided to Sprint by BA where and to the same extent that Sprint provides
Sprint Customer information to the PSAP. Sprint shall update and maintain, on
the same schedule that Sprint uses for Sprint’s own end user retail Customers,
the BA Customer information in Sprint’s E911 databases. To the extent technically feasible, the
services provided by Sprint to BA under this Section 57.1 shall be provided at
Parity. 


57.2 Directory Assistance and Operator
Service Traffic 


Upon request by BA, Sprint will implement the
capability of rerouting to BA’s platforms directory assistance traffic from BA
Customers served by resold Sprint Resale Service dial tone lines (including 411
and 555-1212) and operator services traffic from BA Customers served by resold
Sprint Resale Service dial tone lines (including O+ and 0- intraLATA calls).
Implementation will be completed, as to a particular switch as to which
rerouting is requested by BA, within ninety (90) days after the request by BA.
Sprint will use its best efforts to accommodate BA’s requests as to the
sequence of implementing this capability in particular switches on a
nondiscriminatory basis.


57.3 Line Information Database 


Sprint shall maintain Customer information
(including restricted collect and third-number billing notation) for BA
Customers who subscribe to resold Sprint Resale Service dial tone lines, in 





Page 72


Sprint’s Line Information Database (“LIDB”)
where and to the same extent that Sprint maintains information in Sprint’s LIDB
on Sprint’s own end-user retail Customers. Sprint
shall update and maintain, on the same schedule that it uses for Sprint’s own
end-user retail Customers, the BA Customer information in Sprint’s LIDB. To the
extent technically feasible, the services provided by Sprint to BA under this
Section 57.3 shall be provided at Parity. 


57.4 Telephone Line Number Calling Card Numbers



If an end-user terminates Sprint Resale
Service dial tone line service provided to the end-user by Sprint and, in place
thereof, subscribes to BA for resold Sprint Resale Service dial tone line
service, Sprint will remove from Sprint’s LIDB any Sprint-assigned telephone
line calling card number (including area code) (“TLN”) and Personal
Identification Number (“PIN”) associated with the terminated Sprint Resale
Service dial tone line service. The Sprint-assigned TLN and PIN will be removed
from Sprint’s LIDB within twenty-four (24) hours after Sprint terminates the
Sprint Resale Service dial tone line service with which the numbers were
associated. BA may issue a new telephone calling card to such Customer,
utilizing the same TLN, and the same or a different PIN. Upon request by BA,
Sprint will enter such TLN and PIN in Sprint’s LIDB for calling card validation
purposes. 


57.5 Intercept Services 


BA may order any Intercept Telecommunications
Services that Sprint provides at retail to Sprint subscribers who are not
Telecommunications Carriers. Such services will be made available for use by
BA’s Customers where and to the same extent as such services are made available
to Sprint’s own end user retail Customers. To the extent technically feasible,
the services provided by Sprint to BA under this Section 57.5 shall be provided
at Parity. 





Page 73


In witness whereof, Bell Atlantic—New
Jersey, Inc., and Sprint Communications Company L.P., each acting by its
authorized representative, execute this Agreement: 


	
  

 	
  

 	
  

 
	
 Bell Atlantic—New Jersey, Inc., by,

 	
  

 	
 Sprint Communications Company L.P., by,

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 
	
 Signature

 	
  

 	
 Signature

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 
	
 Name

 	
  

 	
 Name

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 
	
 Title

 	
  

 	
 Title

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 
	
 Date

 	
  

 	
 Date