20030919Application.pdf

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STOEL
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101 S. Capitol Boulevard, Suite 1900
Boise, Idaho 83702
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ATTORNEYS AT lAW
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July 7 2003
MARY S. HOSSON
Direct [phone]
mshobsonl1Ystoe1.com
VIA HAND DELIVERY
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise, Idaho 83720-0074
Case No. tlIf!E-1f11-j
APPLICATION FOR APP OVAL OF AMENDMENT TO THE
INTERCONNECTION AGREEMENT
Re:
Dear Ms. Jewell:
Enclosed for filing with this Commission on behalf of Qwest Corporation and LSSi Corp. is an
original of the Application for Approval of Amendment to the Interconnection Agreement.
The parties respectfully request that this matter be placed on the Commission Decision Meeting
Agenda for expedited approval.
Please contact me if you have any questions concerning the enclosed. Thank you for your
assistance in this matter.
Very truly yours
ftttlJ ~ L
Mary S. Hjbson
:blg
Enclosure
Oregon
Washington
California
Boise-159144.IO029164-00016
Utah
Idaho
Mary S. Hobson (ISB# 2142)
Stoel Rives LLP
101 South Capitol Boulevard - Suite 1900
Boise, ill 83702
Telephone: [phone]
Facsimile: [phone]
mshobson~stoel.com
: L. C:~! V E 0
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2003 JL~L - 7 PH ~: 52
UT'~iiiL~ CO,;.";iJS:ON
JOINT APPLICATION OF QWEST
CORPORATION AND LSSi CORP. FOR
APPROVAL OF AN AMENDMENT TO THE
INTERCONNECTION AGREEMENT
PURSUANT TO 47 US.c. ~252(e)
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO.(jll/Ii- -(-tJ J:--
APPLICATION FOR APPROVAL OF
AMENDMENT TO THE
INTERCONNECTION AGREEMENT
Pursuant to Section 252(e)(2) of the Telecommunications Act of 1996, Qwest hereby
submits the enclosed negotiated Amendment Number One to the Agreement for Directory
Assistance List Information between Qwest Corporation ("Qwest") and LSSi Corp. Qwest is
also submitting the underlying agreement between the parties for the Commission s review and
approval.
Qwest is filing this amendment and the underlying agreement out of an abundance of
caution to make certain that there are no questions regarding compliance with any filing
obligations. Indeed, this may be an instance of over-filing.
The underlying agreement, the Agreement for Directory Assistance List Information
dated July 28 , 1998, states that U S WEST, now Qwest, would provide to LSSi (1) end user
name, (2) end user address, and (3) end user published or nonlisted telephone number, or an
indication of nonpub1ished status ("DA List Information ). LSSi uses the DA List Information
to provide directory assistance services on behalf of, or as an agent of, a carrier.The
Amendment dated August 12, 2002, amends the underlying agreement on the permitted and
restricted uses of DA List information, such that LSSi can use the information for the purposes
of directory assistance services and directory publishing.
APPLICA nON FOR APPROVAL OF AMENDMENT TO THE INTERCONNECTION AGREEMENT - Page 1
Boise-159143,10029164-00016
There are several reasons that this agreement may not be within the filing requirement of
Section 252. First, LSSi has not received certification as a local or toll carrier, or under any
other category of certification in this state.And there is no underlying interconnection
agreement between LSSi and Qwest. Further, these types of agreements may not be within the
types of services that are subject to the filing requirement. The FCC in its October 4, 2002
Order, listed the following as services subject to 252: "resale, number portability, dialing parity,
access to rights-of-way, reciprocal compensation, interconnection, unbundled network elements
or collocation.1 Also, the FCC stated in its order granting Qwest 271 relief in its nine-state
application that a DA agreement for the purposes of filing issues was "not 251-re1ated.
However, as Qwest has stated before, it is employing a broad standard to ensure
compliance with Section 252, and thus is filing this amendment and its underlying agreement for
review and approval under Section 252( e).
The enclosed amendment does not discriminate against non-party camers. It
consistent with the public interest, convenience, and necessity. It is also consistent with
applicable state law requirements, including Commission orders regarding interconnection
Issues.
Respectfully submitted this '1 day of July, 2003.
Qwest Corporation~1Ir~
Mary S obson
Stoel Rives LLP, Attorneys for Qwest
In the Matter of Qwest Communications International Inc. Petition for Declaratory Ruling on the Scope of
the Duty to File and Obtain Prior Approval of Negotiated Contractual Arrangements under Section 252(a)(J),
Docket No. 02-, ReI. October 4, 2002, para. 8
In the Matter of Application by Qwest Communications International, Inc. for Authorization to Provide In-
Region, InterLATA Services in the States of Colorado, Idaho, Iowa, Montana, Nebraska, North Dakota, Utah
Washington, and Wyoming, WC Docket No. 02-314, ReI. December 23 , 2002, at footnote 1746.
APPLICATION FOR APPROVAL OF AMENDMENT TO THE INTERCONNECTION AGREEMENT - Page 2
Boise-159143,JO029164-00016
CERTIFICATE OF SERVICE
I hereby certify that on this 1v1r day of July, 2003, I served the foregoing
APPLICATION FOR APPROVAL OF AMENDMENT TO THE INTERCONNECTION
AGREEMENT upon all parties of record in this matter as follows:
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise, Idaho 83720-0074
iiewell~puc.state.id.
--.X.... Hand Delivery
U. S. Mail
Overnight Delivery
Facsimile
Email
/hl(l; :;f!
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Brandi L. Gearhart, PLS
Legal Secretary to Mary S. Hobson
Stoel Rives LLP
APPLICATION FOR APPROVAL OF AMENDMENT TO THE INTERCONNECTION AGREEMENT - Page 3
Boise-159143,10029164-00016
AMENDMENT NUMBER ONE TO THE
AGREEMENT FOR DIRECTORY ASSISTANCE
LIST INFORMATION BETWEEN
QWEST CORPORA nON
AND LSSi CORP.
DA TED AUGUST 12 2002
THIS AMENDMENT is made by and between Qwest Corporation CQwesC). a
Colorado corporation. and LSSi Corp. ("LSSi"). a Delaware corporation. (collectivel)", the
Parties ) as of the - day of September. 2002.
WHEREAS, the Parties executed an Agreement for Directory Assistance List
Information on July 28. 1998 (the "Agreement ); and
WHEREAS. the Parties desire to amend the Agreement to set forth terms and conditions
under which LSSi may use and license for use DA List Information for purposes of directory
publishing;
NOW THEREFORE. for and in consideration of the promises contained herein, the
receipt and sufficiency of which is h~reby acknowledged, the Parties to this Amendment.
intending to be legally bound. agree to amend the Agreement as follows:
Section 3 of the Agreement is modified to read as follows:3. GRANT OF LICENSE AND RESTRICTIONS ON USE OF DA LIST
INFORMA TION
Qwest grants to LSSi access to the DA List Information for purposes of
providing Directory Assistance Service. and for other lawful purposes. except that listings
included in Qwesr's DA List Infonnauon and marked as nonpublished or non listed listings, or
listings marked with an "omit from lists" indicator shall not be used foc rrorketing purposes.
subject to the terms and conditions of this Agreement. As it pertains to the DA List Information
in this Agreement. "Directory Assistance Service" shall mean the provision by LSSi via a live
operator or .1 mechanized system. of telephone number and address infonnarion for an idenritied
telephone service end user or the name and/or address of the telephone service end user for an
identified telephone num!xr.
LSSi shall not copy or disclose the DA List Infonnation in its entirety or
any portion thereof and resell it to any directory assistance provider for the purpose of providing
directory assistance services. LSSi shall be permitted to copy. disclose andlor resell the DA List
Information. or any portion thereof. for purposes of directory publishing: provided however, that
LSSi shall nor include nonpublished or nenlisted listings or listings marked with an "omit from
lists" indicator in the DA List Information provided to publishers. LSSI shall include in the
sublicense agreement. at a minimum, a use restriction limited to directory publishing,
rtquirement that the publisher include all privacy indicators in any published directories, the
provisions contained io sections 3.3 and 3.4 of this Agreement (with the inclusion of Qwest as
third parry beneficiary). other relevant provisions from the Agreement, and the following:
Publisher shall not sublicense, copy or allow any third p.my. with the exception of end
users and corporaee affiliates for purposes associated with the use of directori~s and for
publishing directories. to access. download, copy or use the DA List Information, or any
portions thereof. or any informacion extracted th~refrom. Each Party shall take
commercially reasonable and prudent measures to prevent disclosure ;lnci unauthorized
use of the DA List InfonTIation at least equal to the meusures it takes to protect its own
confidential and proprietary information. including buc nor limited to implementing
adequate compUter security measures to prevent unauthorized access co the DA List
Information when con~ined in any database.
Qwest shall have the right to review LSSi'form sublicense .lgreement and LSSi shall noc make
changes to chat fonn which will milterially affect Qwest's rights under the Agreement.
Qwest and LSSi shall take commercially reasonable and prudent measures to prevent disclosure
and unauthorized use of DA List Information at least equal co the measures it takes to protect its
own confidential and proprietary mformation, including but not limited to implementing
adequate computer security measures to preVent unaUthorized access to DA List Information
when contained in any database. LSSi shall remove from its database any telephone number for
an end user whose listing has become non-published when so notIfied by Qwesl.
Pursuant to section 2.3 of the Agreement. LSSi recognizes that
LECs and CMRS providers who have provided DA List Information that is included in Qwest
database may be third puny beneficiaries of this Agreement for purposes of enforcing any terms
and conditions of the Agreement other than payment terms with respect to their DA List
Information. Qwest shaH notify LSSi of any agreement with a LEC or CMRS provider that
prohibits use of DA List Information for other than the provision of Directory Assistance
Services. LSSi shall either (1) exclude such carrier s DA List Informacion from the data licensed
to directory publishers hereunder or, (2) after notification by Qwest. LSSi sho:.l1 obtain a Lener of
Authorization from each such carrier in the form attached to the AgTeemenr as Exhibit D.
LSSi will indemnify Qwest pursuant to section 8 of this Agreement. for any :md all loss, debt.
liability. damage, obligation. claim. demand. judgment or settlement of any nature or kind,
known or unknown, liquidated or unliquidated including, but nor limited to. reasonable costS and
expenses (including attorneys. fees) raised by these carriers. whether formal or informal and will
hilndle all communications with these carriers regarding this matter. LSSi fl.1nher acknowledges
that Qwes! has offered their subscriber lists information to LSSi for the purpose of publishing
directories and that the Qwest directory publisher has obtain~d consent from these carriers to
include their listings in this information.
Nothing contained within this Agreement shall be construed as the grant
of a license. either express or implied. with resp~c! to any pattnt, copyright, trade name trade
mark. servic~ mark. trade secret, or Other proprietary interest or intellectUal property, now or
hereafter owned. controlled or licensable by either Party, Korhing in this Agreement shall be
construed as the gram to the Other Party of any rights or licenses to trade or service marks.
Qwest shall retain all right. title. interest and ownership in and to the DA List Information it
provides hereunder. LSSi acknowledges and understands that while it may disclose the DA List
((1formation co a third party calling its DA service for such inforYrultion. the fact that such end
user subscribes to Qwest's, CMRS's or LEe's telecommunications services is confidenejal and
proprietary infoffi1tltiol't and shall not be: disc1osed co any third parry. Any disclosure of the fact
that J.o end user subscribes to Qwest s. CMRS's or LEe's telecommunications services or
unauthorized us~ of DA List Information shall be considered J. material breach of this Agreement
and provisions of 4.1(b) shall apply.
3.4 Neither Party shall, without tbe express written permission of the oth~r
Party, state or imply that 1) it is connected. or in any way affiliated with the other or itS
affiliates; 2) it is part of il joint business association or any similar anangement with the Other
or its affiliates; 3) the other Party and its affiliates are in any way sponsoring, endorsing or
certifying it and its goods and services; or 4) with resp~ct to its marketing, advertising or
promotional activities or materials. the resold goods and services are in any way associated with
or originated from the other or any of its affiliates. Notwithstanding the abo'i~, LSSi may respond
to specific requests from its carrier customers regarding the source of particular DA listings.
3.5 Within five (5) days after the expiration or earlier termination of this
Agreement. LSSi shall (a) return and cease using any and all DA List Information which it has in
its possession or control. (b) extract aI1d expunge any and all copies of such DA List Information.
any poiLions thereof, and any and all inform:uion extracted therefrom. from its files and records,
whether in print or electronic form or in any Other media whatsoever. .lnd (c) provide a writt~n
cereiric3tion to Qwest from LSSi's officer that all of the foregoing actions have been completed.
Notwithstanding the foregoing. LSSi shall not be required to return. cease the use of. extract.
expunge, or cenify the return of DA List Information which LSSi has properly sublicensed to
directory publishers under this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
executed by their duly authorized representatives on the date indicated below.
Date:l' --I
(:....
0;:)...
.....
LSSi Corp.
By: ~,1J.
Name: P. 1/ L::a. TV
Title: Vi c..i P/(a;.r Iljd.",
** TOTAL PAGE. 04 **
Janet Bahora
From:
Sent:
To:
Cc:
Subject:
Hobson, Mary (MSHOBSON~stoel.comJ
Tuesday, July 08, 2003 10:54 AM
Janet Bahora
Gearhart, Brandi
LSSi flimg
Your email to Brandi was forwarded to me for response. There is no "interconnection
agreement" per se--but the underlying agreement that is being amended was appended to the
application for the Commission s convenience. The difficulty here is that Qwest does not
believe this amendment needs to be filed and approved by the Commission but is doing so
out of an abundance of caution. We request, therefore that the Commission give the filing
a new number and approve the amendment as set out in the Application. ~f you have other
questions, please let me know. Thanks,
i .
AGREEMENT
FOR
DIRECTORY ASSISTANCE LIST INFORMA TION
This Agreement (MAgreernentj effective as of the Z. ~ 7101 day of vi... I 1998(the ~Effective Oate1. is made and entered into by listing Services Solutions, Inc.("LSS/'") , a ..J)'-L,q w".~corporation, and U S WEST Communications . Inc, rU SWEST), a Colorado corporation (the ?arties ), to establish the terms and conditionsunder which U S WEST will provide Directory Assistance List
InfotiTlation to LSSI.
PREAMBLE
VVHEREAS. U S 'NEST owns and /1'1,2jntains a database of its telephone endusers with the following~ (1) end user name (2) end user address (3) end Userpublished .or nonlisted telephone number, or an indication of nonpublished status COAList Information
).
WHE?-EAS, U S 'NEST uses the DA List Information in its databases to providedirectory assistance COAn) sarvice to indivicL!3/.s /ho call U S WESTs OA service toobtain suc:, information:
WHEREAS . U S WEST provides OA service under c~ntrac~ for othe!' localexchange carriers , co-providers , reseUers ru:cs ). or commerc:al mobile radio serviceproviders ceMRSl. and U S W:;-'ST's DA L!st Inforn-.ation als,:) contains LEe and a 'limited number of CMRS end user~: and
WHE~EAS . LSSI wishes to provide DA ser.ric;:; to its customer:., and
, t~,erefore..vishes to inc;ude the DA Li~: Information in its DA da:ab2scs:
NOW THEREFORE. in consideration of these promises .and the terms andconditions contained herein, the parties agree as follows:
SCOPE OF AGREEMENT
This Agreement shall govern U S \/'.7:STs provision of OA list Informationto LSSr within its local exchange service area in its fourteen state operating territory.
LSSI represents, in tI..,~ states in which it will obtain OA List Informationthat it is a telecommunications: carrier as defined in Section 3(44) of theTelecommunications Act of 1996 or a competing provider of telephone exchangeservice or telephone toll service under Section 2S
1 (b)(3) of the Act or that it is an agentfor a telecommunications carrier or a competing provider of telephone exchange service
or telephone toll service to provide :JA services on behalf of that carrier as evidenced
by a Letter of Agency which conforms to the requirements set fort On Exhibit 8 attached
July 23, 1998/DA LisllLSSI
CO-S-9801~O152/CAMIC 07/23/98
. ,. .
hereto. LSS I will provide the Letter of Agency concurrent with the execution . of thisAgreement. LSSI will give U S WEST fourteen (14) days notice prior to the termination
of the referenced Letter of Agency.. This Agreement will terminate concurrently with thereferenced Let:t~r of,Agency unless LSSI has other such Letter of Agency(s) that are
still in effect which have been provided to U S WEST.
SERVICE
U S WEST will provide initial loads and daily updates of the DA ListInformation either by means of a magnetic tape or Network Data Mover (NOM) or otherwise mutually agreed upon by the Parties. U S WEST will provide al/ changesadditions or deletions to the DA list Information overnight on a daily basis. The Parties
will use a mutually agreed upon format for the data loads.
2.2 DA list Information consists of U S WEST and, where available, other
CMRS's ant! LEC's end user name , address , published or nonjisted telephone number
or an indication of nonpublished status, along with other related elements required in
the provision of DA service. In the case of end users who have non published listings, US WEST shall provide the end user's local numbering plan area CNPX), address. and
an indicator to identify the nonpublished status of the listing to LSSI: however, the
nor:puolis;;ed :e-!epMone ilWrii,:.er si1ail nO( Ot:: prcvidec.
Some CMRSs or LECs allow U S "'lEST to s!..!~ply their listings to LSSIwithout the CMRS'or LEC's prior approval. Other CMRSs or LECs re~uir::! LSSI to, negotiate separate agreements with the CMRS r:i LEC, In the latter event, LSSI mustprovide U S WEST with the CMRS's or LEC's signed letter of authorization which
conforms to the requirements set for..h on Exhibit 0 attached hereto. before U S WEST
can release the CMRS's or LEe's listings. USWC will use reasonable effolis to initially
identify to LSSI the CMRSs or LECs that require prior authorization. LSSI will give U S
WEST fourteen (' 4) days notice prior to the termination of the referenced Agreement.
Upon the effective date of such termination , U S WEST will no longer supply LSSI wit..,
that CMRS.s or LEC's DA List Infurmation. LSS"s use of CMRS's or LEG's DA List
Information shall be in accordance with the terms and conditions of the separate
agreement between LSSI and that CMRS or LEC.
2.4 LSSI may order the initial DA List Information load or update files for U S
WESTs loca! exchange service areas in its 14 state operating territory and , where
mutually agreed upon. LSSI may order by U S WEST White Page Directory Code orNPA. Special requests for data at the NPA level must be separately negotiated and
LSSI shall use the Order Form attached hereto as Exhibit C.
OA List Information shall specify whether the end user is a residential
business , or government end user.
July 2::3. '9961OA IAIILSSI
CDS-9807n~' S2/C.AM/C
07123/98
. ~ .
In the event LSSI requires a reload of DA list Information from U SWESTs database in order to validate . synchronize or reconcile its database, a reloadwilJ'be made available according to the Price Schedule in Exhibit A attached hereto.
? --- (
provided.
...
LSSI will provide U S WEST the location to which the data will
3. GRANT OF LJCENSE AND RESTRICTIONS ON USE OF DA LISTINFORMA TION
During the term of this Agreement, U S WEST grants to LSSI a non-exclusive, non-transferable, re'lo..:..able license to use the OA Ust Information solely forthe purpose of providing DA service subject to the terms and conditions of thisAgreement- For aU purposes in this Agreeme:nt
, "
DA serviCe shall mean the provisionvia eittler ~ live operator or a mechani:z~d voice of telephone number and addressinformation for an identified telephone service end user or the name and/or address of
the telephone service end user for an identified telephone number
LSSI shall not use the DA list Information orO'/ide:! hereunder for anyQther pcrpose whatsoever. 8y W2!.! of exaf"l.:-,:e and not limitation tr.::: DA ListInformation shalf not be used by LSSI for soliciting :~nd users, telemarketing, creating ordistributing marketing lists or ot~E:r c:)mpifations of marketing information , publishingany form of directory in any media whatsoever. or providing any internet. on-line orother electronic DA service.
U S WEST shall retaii a/l right, title interest and ownership in and to theDA List Information it provides here:Jnder. lSSr acknowledges and understands thatwhile it may disclose the DA List Information to a third pail)! calling its DA servic:,,; ':crsuch information . the fact that such end user subscribes to U S WEST's. CMRS's orLEC's telecommunications services is confidential and proprietary information and shall
not be disclosed to any third party.
LSSI shall flot sublicense. copy or allow any third party to accessdownload. copy or use the DA List Information , or any portions thereof, or anyinformation extracted therefrom. Each Party shall take commercially reasonable andprudent measures to prevent disclosure and unauthorized use of DA list Information atleast equal to the measures it takes to protect its own confidential and proprietaryinformation, including but not limited to implementing adequate computer securitymeasures to prevent unautt-.orized access to DA list Information when contained in anydatabase.
Any disclosure of the fact that an end user subscribes to U S WESTsCMRS's or L::C'telecommunications services or unauthorized use of OA listInformation shaH be considered a material breach of this Agreement and pr~visions of1(b) shall apply.
July 23. 199aJ1)A l4IfLSSI
COS-geo~,sz,CAIWC 07/23/98
- - - -- - ,:' ,
WIthin five (5) d2;'S' after the expiration or earlier termination of this
Agreement. LSSI shall (a) return and cease using any and all DA List Information which
it has in its possession or control. (b) extract and expunge any and all copies of such
OA list Information, any portions thereof. and any and all information extracted
therefrom. its riles and records, whether in print or electronic form or in any other media
whatsoever, and (c) provide a written certification to U S WEST from LSSl's officer that
all of the foregoing actions have been completed.
LSSI is responsible for ensuring that it has proper security measures in
place to protect the prNacy of the end user information contained within the DA List
Information. LSSI must remove from its database any telephone number for an end
user whose listing has become non-published when so notified by U S WEST.
DEFAULT
In the event of a breach of any provision of this Agreement. fraud
mis;-epresentation willful misconduct or unlawful conduct by either Par~y, the
non-breaching Party shall give the !Jreaching P3fl'j wrirten r.otic~ thereoT , and:
(~)
ii": :::e;2::.c c,: ;~cn-pay.....e:::r :;; ~,'7\CU:"lt$ :1....-2 :..;;-;ce:( ,~is ,;;~~-:-'21
the breaching Party shall cure such breach withi!l ten (10) calendar days of receiving
such notice. The non-breaching Party shall be entitled to pursue all available I eg-.: 1 and
equitable remedies for such breach. Amounts disput~d in geod faith ar-a withheld or
set off shaH not be deemed ~amounts due hereunder" :
; '. . . - . - - ~,. ..
'In.
(b) in the event of any failure to perform or observe any covenant in
Section 3 herein or in the case of fraud . misrepresentation . willful misconduct,
unlawful conduct the non-breaching Party shall give notice of such breach c.nd the
breaching Party shall cure such breach to . the non-breaching Party s reasonable
satisfaction within ten (10) calendar days. If th~ breaching Party .does not cure such
breach within the applicable time period, the non.breaching Party may. at its sale
option, terminate this Agreement, or any parts hereof. In addition, the non-breaching
Party shall be ~ntitled to pursue all available legal and equitable remedies for such
breach, including, but not limited to obtaining immediate injunctive relief with respect to
any unauthorized use or disclosure of its OA list Information. Furthermore , each party
recognizes that the rates agreed upon herein for the DA List Information are based
upon the limited use and limited lic~nses granted under Section 3 'herein , entitled
Grant of License and Restrictions on Use of DA list Information." Therefore, each
party agrees that any disclosure and/or use of any DA list Information in violation of
Section 3 creates a risk of irreparable harm for which monetary damages are not
sufficient. Notwithstanding such agreement as to irreparable harm , in the event of any
disclosure or use of any DA list Information in violation of Section 3 of the ,A.greement,
U S 'NEST shall be entitled to damages from the breac::ing party in an amount equal to
the highest rate that U S WEST charges its customers for a full flon-restricted license to
J...ty 2::3. 19981OA Ustlt.SSI
COs.980723-C1,52.1CAM1C
07/23/98
. ~,
use all of the OA list rnformation provided to LSSI. as that rate is set at the time of the
br~ach: but calculated from the ~ffective date of this Agreement. less any sumspreviously paid pursuant to this Agreement. Such damages 'shall be immediately dueand payable q~. the, time the unauthorized disclosure or use of OA list Informationoccurs, Since the damages sustained by either party hereunder would be difficult if not
impossible to determine. the parties agree that these damages shall apply as liquidated
damages and not as a penalty
(c) in the case of any other failure to perform in accordance with thisAgreement. the breaching Party shall cure such breach to the non-breaching Party'reasonable satisfaction within thirty (30) calendar cays
. and if it does not, the non-breaching Party may. at its safe option , terminate this Agreement. In addition.:. the non-breaching Party shall be entitled to pursue all available legal and equitable remedies forsuch breach.
.......
PAYMENTS AND BILLING PROCEDURES
LSSI shall pay U S WEST for the OA List Information and servicesprovided under this Agreement as specified in Exhibit A or any applicable tariff. Eachaddition. deletion, or change to the CIA List Information constitutes an "update listing
(a) LSS! shall pay all federal state or local sales, use, excise, grossreceipts or other taxes or tax like fe~s imposed on cr charged upon the sums
payable hereunder.
(b) If reasonably required to ensure receipt or payments due hereunderU S WEST reserves the right to require an advance payment for the license touse DA List Information hereunder. If an advan~ payment is required, U SWEST will notify LSSI upon receipt of the Order.
The charges listed in Exhibit A shall be subject to adjustment upon sixty(60) days prior written notice.
Amounts payable under this Agreement. unless reasonably disputed , aredue and payable within thirty (30) days after the date of U S WESTs invoice or withintwenty (20) days after receipt of the invoice, whichever is later, If the payment due dateis not a business day, the payment shall be made the next business day.
5.4 Should LSSI dispute any portion of the statement under this Agreement.
LSSI will notify USWC in writing within thirty (30) days of the receipt of such billing,identifying the amount and details of such dispute. LSSI shall pay all amounts due.Both LSSI and USWC agree to expedite the investigation of any disputed amounts inan effort. to resolve and settle the dispute prior to initiating any other rights Qr remedies.
July 23, 1998/IJA UsIll.SSI
COS-980T"~, S1JCAMJC 07/23/98
. ~.
. 5.A late payment charge of 1.5% applies to all billed balances , not rea~onablydisputed, which are not paid within the applicable time period set forth in Section 5.above. To the extent LSSI pays the billed balance on time~but the amount of the billedbalance is rea~~nably,disputed by LSSI , and. it is later determined that a refund is due
LSSI , interestsnaJl be payable on the refunded amount in the amount of 1.5% per month.To the extent LSSI pays the billed balance on time. but the amount of the billed balance is
reasonably disputed by LSSI and, it is later determined that no refund is due to LSSI . nointerest shall be payable on the disputed amount
Late payment charges shall not be used as a "credit' to a deposit. if any.without the express approval ofU S WEST
TERM OF THE AGREEMENT
The term of this Agreement (tl1e "Term ) shall be for a period of two (2)years beginning on the Effective Date. If USWC continues to provide and LSSJcontinues to purchase service upon the expiration of this Agreement. such activity will
be governed by the terms of this Agreement at U S WESTs then-current rates . andeither Party shall have the ability to terminate this Agreement. in whcle or in part. on 30
days n()~ic~,
REPRESENTATIONS AND DISCLA.IMER OF WARRANTIES
U S WEST agrees that it 'Nill make commercially reasonable efforts toer.sure that the DA Ust Information that it provides to LSSI hereunder wiif be generally
~omplete and accurate. LSSI may. at its option , require U S WEST to correct anydeficiencies' in its work product or services within a mutually agreeable time period
, atno cost to LSSI.
Each Party shall conduct all activities and interfaces which are provided for
under this Agreement with the other Party's customers in a nondiscriminatory manner
LSSI agrees that it shall not disclose Non-published or Non-listedinformation provided hereunder and shall use such information for the purposes of and
only in the performance of this Agreement. LSSr shall not disclose any suchinformation or any part thereof except to the extent expressly permitted by thisAgreement or by the owner of the information.
7.4 !\JOTWITHSTANDrNG THE FOREGOING . ALL DA LIST INFORMATION PROVIDED 'AS IS". U S WEST DOES NOT MAKE AND HEREBY SPECIFICALLYDISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIEDREGARDING THE DA LIST !NFORMATION THAT IT PROVIDES INCLUDING BUT NOTLIMITED TO ANY WARP.ANTIES REGARDING ACCURACY USEr=ULNESS ORCOMPLETENESS, OR ANY IMPLIED 'NARP.PNTY OF ME?CHAN:,SiUT,( OR r=iTNESS
July 23. , 9981011. LisIl1..SSI
CDS-geO7'2~' S2/CAM1C 07(23/98
.'.
FOR- A ?;lRTICULAR PURPOSE OR IMPLIED WARRANTIES ,ARISING F~OM ANY COURSEOF OEAl.J;1G OR COURSE OF PERFORflMNCE.
INDEMNJFICATION AND LJMJTATION OF LIABILITY
..'
Notwithstanding any limitations in remedies contained in this Agreement.
each Pmj (the "Indemnifying Party") will indemnify and hold the other Party, itsparents. subsidiaries and affiliates and their respective officers, directors, andemployees, \Indemnified Party'") harmless from and against any loss, cost, claimliability, damage and expense, including reasonable attorney's fees, relating to orarising out of the libel. slander, invasion of privacy, misappropriation of a name orlikeness. actual or alleged infringement or other violation or breach of any patent.copyright trademark. service mark. trade name. trade dress. trade secret or any otherintellectua property right presently existing...-Or later created, negligence or willfulmiscondt.d' by the Indemnifying Party. its employees, agents, or contractors in theperiorrnaoca af this Agreement. or the failure of the Indemnifying Party to perform itsobligations UITder this Agreement In addition , the Indemnifying Party will. to the extent
of its obligations to indemnify hereunder, defend any action or suit brought by a thirdparty agaiiI~~the Indemnified Party.
31
! ,",;
-: inc-::;--.,-:::::c ~arty.viil i1o,jfy the !:tdemniiying Part'! promptly in writingof any wrD:er1 daim, lawsL.;it. or demand by third parties for which the Indemnified Partyalleges that tl1e Indemnifying Party is responsible under this Section 8 and tender the
defens~ atsuch claim , lawsuit or demand to the Indemnifying Pa"Y. Failure to so notifythe Indemciiying Party shall net relieve the Indemnifying Party of any liability thefndemnifyii:q Party might have. except to the extent that such failure prejudices theIndemnityq Party's ability to defend such claim.
The Indemnified Party also will cooperate in every reasonable mannerwith the errse or settlement of such claim , demand , or lawsuit Tne IndemnifyingParty shat keep the Indemnified Party reasonably and timely apprised of the status ofthe claim, enand or lawsuit The Indemnified Party shall have the right to retain itsown couns-cl. including in-house counsel, at its expense. and parUcipate in but notdir=ct the d!fe'lse; provided . however, that if there are reasonable defenses in additionto those asrerted by the Indemnifying Party, the Indemnified Party and its counsel may
raise and effect such defenses , which shall be at the expense of the IndemnifyingParty.
8.4 The Indemnifying Party will not be liable under this Section 8 forsettlements cr compromises by thelndemnifred Party of any claim . demand or lawsuitunless the !I:Ide:mnifying Party has approved the settlement or compromise in advance
or uniess the defense of the claim , demand or lawsuit has been tendered to theIndemnifying Party in writing and the Indemnifying Party has failed to timely undertake
the defense.. In no event shall the Indemnifying Party settle or consent to any judgment
pertaining 2) any such action without the prior written consent of the Indemnified Party.
July ZJ, 199~1i:sIIt.SS1COS--980;2~07123/98
. .
, 8.In no event shall either Party have any liability whatsoever to the other Partyfo,:any indirect. special, consequential. incidental or punitive damages. including, but not
lim~ed to. loss .Qf anticiJEJated profi!$ or revenue or other economic loss in connection with
or arising from anything said, omitted or done hereunder (collectively. "ConsequentialDamages'"). even if the other Party has been advised of the possibility of such damages;provided , that the foregoing shall not limit an Indemnifying Party obligation to indemnify,defend and hold the Indemnified Party harmless against any amounts payable to' a third
party. including any losses, costs , fines penalties, criminal or civil judgments orsettlements, expenses (including attorneys' fees) and Consequential Damages of suchthird party. Nothing contained in this section sha/llimit either Party s liability to the other
for (i) willful or intentional misconduct (including gross negligence); (ii) bodily injury. death
or damage to tangible real or tangible personal property proximately caused by suchParty's negligent act or omission or that of -t'neir respective gents , subcontractors or
employees. nor shall anything contained in this section limit the Parties indemnification
obligations.-as specified above.
AUDIT RIGHTS
As used herein
, "
Audit" shall mean a comprehensive review of the other
rc.-t/s. cE;i-ver/ arid use of the DA Us;: Ir.for~ation ;;rc'Jided her~under and s~ch otherParty's performance of its obligations uncier ~his .t:.greement. Either P?rty (theRequesting Pa~) may perfori11 up La two (2) Audits per 12-month period commencingwith the Effective Date af this Agreement. U S WEST shall be entitled to "seed~ orspecially code some or all of the DA list Information that it provides hereunder in order
to trace such information during an Audit and ensure compliance with the disciesureand use restrictions set ferth in Section 3 above.
Upon thirty (30) days written notice by the Reques:1ng ?alL'j to the etherParty (the "Audited, Party-), the Requesting Party shall have the right. through itsauthorized representative, to make an Audit, during normal busi!1ess hours, of anyrecords (both paper and electronic), accounts and processes which contain information
related to this Agreement. Within the above-described 30-day period. the Parties shallreasonably agree upon the scope of ,the Audit, the records, accounts and processes tobe reviewed. and the time , place and manner in which the Audit shall be performed.
The Audited Party agrees to provide Audit support, including appropriate access to and
use of the Audited Party s facilities (e.. conference rooms, telephones. copyingmachines).
Each Party shall bear its own expenses in connection with the conduct of
the Audit. The reasonable cost of special data extractions required by the Requesting
Party to conduct the Audit will be paid for by the Requesting Party. For purposes of this
Section , a .Special Data Extraction " shall mean the creation of an output record or
informational report (from existing data files) that is not created in the normal course of
business. If any program is developed to the Requesting Party.s specifications and at
July 2::3. 1998/DA Lisut.SSI
COS-980i'23-01S2ICOoMIC
07/23/98
the Requesting Party's expense. the Requesting Party shall specify at the time ofrequest whether the program is to be retained by
the Audited Party for reuse for anysubsequent Audit Notwithstancling the foregoing, the Audited Party shall pay all of theRequesting Par:ty's ~0ut of pocket'" expenses (including, without limitation , the fees ofany independent auditor), in the event an Audit discloses unauthorized use of any DA
list Information or results in an adjustment in the charges or in any invoice paid orpayable by the Requesting Party hereunder in an amount that is . on an annualizedbasis, more than the greater of (a) one percent (1 %) of the amount in dispute, or (b)510 000.
9.4 In addition to, and not in lieu of, any and all other remedies availableadjustments, credits or payments shall be made and any corrective action shallcommence within thirty (30) days from the Audited Party s receipt of the final auditreport to compensate for any violations, er~rs or omissions' which are disclosed bysuch Audit and are agreed to by (he Parties. The highest interest rate allowable by lawfor commercial transactions shall be assessed and shall be
computed by compoundingdaily from the time of the original due date of the amount of dispute.
Neither such right to examine and audit nor the right to receivE an=:.ji':s~"'e"-~ 'S~a!l be =ffec~;,-j by G~y s~a!ement to the contrary appearing on checks orCc.--:C;;'.:iS.;,
This Section 9 shall survive expiration or termination of this Agreement for
a period of iWO (2) years after expiration or termination or this Agreement
/\;;
tran~actions :"'Iider this Agreement which are over thirty six (36)months old are no longer subject to Audit.
Ai: infoi mation received or 1 8viewed by the Rec:;uesting Party or theindependent auditor in connEction with the Au::;, is to be considered ProprietaryInformation as defined by this Agreement. The Audited Party reserves the right torequire any non-employee who is involved directly or indirectly ' in any Audit or theresolution or its findings as described above to execute a nohdisclosure agreementsatisfactory to the A.udited Party. To the extent an Audit involves access to informationof third parties, the Audited Party ~lill aggregate such competitors ' data before releaseto the Requesting Party to insure the protection of the proprietary nature of information
of other competitors. To the extent a competitor is an affiliate of the Audited Party(including itself and its subsidiaries), the Parties shall be allowed t~, ,examine suchaffiliates desegregated data , as required by the reasonable needs of the Audit.
July 23, 199810.... !..i:sllLSSI
COS-geO7'2~lS~MJC 07123/98
10.CONFIDENTIALITY AND ~~ON-DISCLOSURE
10.1 All information. incl ding. but not limited to
' .
specifications. microfilm
hotOCOPies. ~gnetic, disks. ma~ ,etic tapes. models, samples. technical information
. data. employee records, financial reports. and market data. (a) furnished by one Party
to the ether Party dealing with
customer specific. facility specific. or usage specific
information. other than customer information communicated for the purpose of DA
database inclusion subject to th:.: provisions of Section 3 hereof. or (b) in written
graphic. electromagnetic, or other ;angible form and marked
at the time of delivery as
Conftdentiar or ~Proprietary , or (c) declared orally or in writing to the recipient at the
time of deli'/ery. or by written notice given to the recipient within ten (10) days after
delivery. to be ~ConfJdemialft or ~Proprietary'. (collectively referred to as ~Proprietary
Information'"). shall remain the property of the discloser. A Party who receives
proprietary Information via an oral communic::;~:on may request written confirmation that
the material is Proprietary Informati:m. A ?ar.f who c~liver3 Proprietary Information via
an oral COlJ1municaticn may request writt-:n confirmation that the Party receiving the
information understands that the material is Proprietarylnrormation.
iO.Upon request by the IJisc!oser. the recipient shall return all :angible copies
or proprietary Information . whether written . graphic or othervvise. exc~pt that the
recipient's iegal counsel may retain Jne (') copy for archival purposes.
10.Each ?arty shall ke":;J all of the other Parfs Pr'Jprietary Information
confidential and shall use the other Parris Proprietary Information only
in connection
with ttlis As;reement. Neither Party shall use the other Party
s Proprietary Information
fer arrJ other purpose except upon such terms and conditions as may be agre"'-d upon
between the Parties in writing.
10.4 Unless otherwise agreed. the obligations of confidentiality and non.use
set forth in this Agreement
do not a~:)ly to such Proprietary Information that:
(a) was. Oil the timf:: of receipt. already known to .the rec:pier,: free of
anyobfigation to keep it canfidentia: as evide"ced by written records prepared prior to
delivery by the discloser. or
(b)is or becomes publicly known through no wrongful act of the
recipient
(c) is rightfully received from a third person having no direct or indirect
seCJec:y or confidentiality obligation cO the discloser with respect to such information; or
(d) is indeoendentl:. :1eveloped by an employee. agent. or contractor of
the recipient. which individual is not involved in any rnanr:~r with the provision of
services pursuant to this Agreement and does not have any direct or indirect access to
the Proprietary Information; or 07(23/96
July 23. 15!981DA UsrJLSSI
C~980TZ3-(J' 5VCAM/C
, .
(e)is approved hr release by written authorization or
the discloser, or
(ft. is, required t:- law a court, or governmental agency. provided thatthe discloser has been notified of the requirement promptly after the recipient becomes
aware of the requirement. subjec ' to the right of the discloser to seek a protective orderas provided it Section-10.S belov'
10.For a period of three (3) years from receipt of
Proprietary Information, therecipient shall (a) use it only for :he purpose of performing under this Agreement. (b)hold it in comidence and disclose it only to employees
, authorized contractors andauthorized agents who have a need to know it in order to perform under thisAgreement. and (c) safeguard it from unauthorized use or
disclosure using no less thanthe degree of care with which the recipient safeguards its Proprietary InformationAny authorized contractor or agent to whom Proprietary Information is provided musthave execuJed a written Agreement comparable in scope to the terms of this Section.Each Party shall provide advance notice of three (3) business days to
the other of theintent to provide Proprietary Information to a
govemr:1ental authority and the Partiesshalf c~ope!"2re with each other in dttempting to obtain a suitable protective order.
Therecipient agrees to comply with any protec~;'/e crc~: '
:--:-,-: '::'.'='
~ ~he ProprietaryI;",f:r~c~:::r. ::0 :~ c:s:!cscC::.
10.~ach Party agrees t~ at the discloser wculd be irreparably injured by 3breach of this Section 10 by the recipient or its representatives and that the discloser
shall be entitled to se~k: equita~: Ie relief, including injunctive relief and specificperfcrmanc.? in the event or any breach of this Section
1 O. Such remedies shall not beexclusive, but shall be in addition to 311 other remedies available at law or in equity,
10.Ctlstcmer Pierr.ise Network Information
CCPNI") related to either Partyend users obldined as a result or performance under this Agreement is such Party'Proprietary Information and may not be used by the recipient for any purpose exceptperfolTnanc~ of its obligations under this Agreement, and in connection with suchperformance, shall be disclosed only to employees. authorized contractors andauthorized agents with a need to know , unless the end user expressly directs suchart'l to disclose such idormation to the recipient pursuant to the requirements ofSection 222(c)(2) of the Act. If the '~cipient seeks and obtains written approval to useor disclose such CPNI from the di-;c!oser. such approval shall be obtained only incompliance with Section 222(c)(2) and , in the event such authorization is obtained , therecipient may use or disclose only Such information as the discloser provides pursuant
to such authorization and may not use information the recipient has otherwise obtained
directly or indirectly. in connection wi:h its performance under this Agreement.
10,Except as otherNise expressly provided in this Section 10
, nothing hereinshail be construed as limiting the riJhts of either Party
with respect to its end user
July n. 199810.0. ListJt.SSI
CO$-9aOi2J..Q1 521D~C 07/23/98
I..
information under any applicable law. including. without limitation
, Section 222 of theAct. They are already covered u;:der the Act \Nhy do we care if this is in here?"
10.EO'ective. Date Of This Section. Notwithstanding any other provision this Agreement. the Proprietary Information provisions
of rhis Agreement shall apply toall Proprietary Information furnished by either Party with a
claim or confidentiality orproprietary nature at any time.
11.PUBLIC ANNOUNCEMENTS/PRESS RELEASES
Each party shall be entitled to issue Such press releases and make Suchpublic disclosures as it deems appropriate concerning the execution and general terms
and conditions of this Agreemen' however
, neither Party shall provide a copy
of thisAgreement to any third party withcut
the prio"",,,ritten approvaTOf the other Party, exceptas may be required by any applicable law, regulation, court order or public utilitiescommission orders.
12.NOTICES
12.1 Any notice to be ~iven hereunder by either P3~
;J the r:t:-==r s~' ~fl ~2 :~l'I:-:t:n~ and s~all be ce::::ned given upon deiivery, if sent by facsimile with confirmationof delivery or by overnight courier
or five (5) days after such notic~ is sent if sent bycertified mail, return receipt requested to:
To LSSI:
LiSo-;-fIVG :5:/!:v",.6-:; $rJL.l/fi;.y5..N':'pc; fJ.O'l-..
b.'9":; fI1 ".",.1 s:-: 17 /'1 it'e:,z,:;.
--
c.. C'h? .;7o..v.i..
ai-DC:. 2-d:! rLOI)!?..
LlI'f7':';'~ToN
L..J'V..7' "ttJ 01f) -0 010
/'1-:"7/-./: C ;)N';'~r:'-l..,/c...
To us WEST:u S WE~T
Executive Director Interconnect Services
1801 Cali'fornia. Suite 2410Denver, Colorado 80202
Copy to:U S WES r Law Department
General Counsel
1801 California , Suite 5100
DenlJer, Colorado 80202
12.The address to which notices or communications may be given to eitherPal1y may be changed by written notice given by such
Party to the other pursuant tothis Section 12.
July 23, I 991!1DA lisc/LSSI
CDS-sac 72~' Sy,:,w,rc 07123/98
, .
13.
' -
RELATIONSHIP OF PARTIES
13.The relationship of p'le Parties is that of independent contractors. Nothingcontained herein shall constitute :he Parties as joint ventures , partners, employees oragents of one another. and neither Party shall have the right or power to bind orobligate the other.
14.COMPLIANCE WITH LAWS
14.The Parties shall comply with all federal. state and local laws andregulations applicable to their pe!irmnance under this Agreement
15.FORCE MAJEURE
15.1 . Neither Party shall bl! liable for any delay or failure in pe!iormance of any
part of this Agreement from any cause beyond its control and without its fault negligence including. without limitation. acts of nature . acts of civil or military authority,embargoes, epidemics , terrorist acts , riots~ insurrections. Tires , ex;J!osions. ;:3rthquakes.nuclear accidents , floods , wor'j( stoppc-ges , equipment failure . pc.......er ='2ckocts , 'Jolcanicaction. other major e;!vir:Jr.t7".en:ai di$~,-,iba,,c~s , ui~usuaily severe Wea'li112r c:Jnditionsinability to secure products or ser-lices of othe!' persons or transportation facilities orac~s or omissions of transportation :arriers (collectively, a "Force Majeure Event"). Nodelay or other failure to perform shall be excused pursuant to this Section 15 unlesssuch delay or failure and the consequenc8s thereof are beyond the control and without~he fault or negligence of the Party claiming excusable delay or other failure to perform.
In the event of any such excused delay in the performance of a" Party's obligation(s)under this Agreement. the due dat~ for the performance of the original oblisation(s)shall be extended by a term equal to the time lost by reason of the
delay. In the eventof such delay, the delaying Party shall perform its obiigations at a performance level noless than that which it uses for its ('wn operations. In the event of a labor dispute orstrike. the Parties agree to provide service to each other at a level equivalent to thelevel they provide themselves. In the event of such performance delay or failure byU S WEST. U S WEST agrees to reSJrne performance in a nondiscriminatory manner
16.SURV/v AL
16.Those sections of this .A.greement which by their nature should survive thetermination of this Agreement. including without limitation , sections 3., 8, 9 11., 3nd 18 . hereof shall survive the termination or expiration of this Agreement.
17.DISPUTE RESOLUTION
Any claim , controversy or dispute between the Parties . their agentsemployees. officers , directors or affifi;;!ted agents ("Dispute ) which cannot be settled
July ZJ. 199810A lisrILSSI
CDS.9607ZJ-O1 S2ICAMlC 07123/98
after good faith negotiation for thirty (30) days shall be resolved by arbitration i,nitiated' written notice given by either Party and conducted by a single arbitrator engaged in
the practice of law , under the then current nJles of the American A.rbitration Association("AAA'The F.ederal, Arbitration Act, 9 U.C. Sees. 1-, not state law. shaH govern
the arbitrability of all Disputes. Tne arbitrator shall not have authority to award punitivedamages. All expedited procedures prescribed by the AAA rules shall apply. Thearbitrator's award shall be final and binding and may be entered in any court havingjurisdiction thereof and shall be noticed to the appropriate Public Utilities Commission.The arbitrator shall determine which Party or Parties will bear the
costs of arbitrationincluding apportionment, if appropriate. The arbitration shall otcut in Denver. Color:.adoand the governing law shall be Colorado law construed in accordance with the Act and
the FCC's rules and regulations , except insorar as state law may control any aspect
this Agreement. in which case the domest~Jaws of this sl.ate, without regard to its
conflicts or laws principles , shall govern.
If a Dispute is submitted to arbitration pursuant to Section 17.1 above . theprocedures described in this Section 17.2 shall apply. notwithstanding the 'then current
rules of the AAA. Discovery shall be controlled by the arbitrator and shall be permitted to
the e;.:tent set ferth below. Each Pa~ may submit in writing tc P=::'f. anc tll:at P3r7'/shalf so respond , to an agreed amOL:nt of the following: interrogatories , demands \0produce doc:Jments, and requests fer admission. Not less than ten (10) days prior to thearbitration hearing, the Par-ies shall exchange witness and exhibit lists. Depositiondiscovery 5;-;all be controlled by the arbitrator. Additional discovery may be permittedupon mutL.:al agreement or the Parties or the determinatinn or the ' arbitrator. Thea;-brciaticn hearing shall be commenced within thiITy (30) Gays after a demand forarbitration by either Party. The arbitrator shall control the scheduling so as to process the
matter expeditiously. The Parties may submit written briefs. The arbitrator shall rule on
the dispute by issuing a written opinion within seven (7) days after the dose of thehear;ngs. The times specified in this Section may be extended upon mutual agreement
the Parties or by the arbitrator upon a showing of good cause. The decision cf thearbitrator snail be final and binding upon the Parties and judgment upon the awardrendered by the arbitrator may be entered in a court having jurisdiction. The decisionshall also be submitted to the Commission.
17.It is expressly agreed that either Party may seek injunctive ~elief
specific performance or the .;;;bligations hereunder in an appropriate court of law orequity pending an award in arbitration. including but not limited to immediate ' injunctive
relief to prevent unauthorized use or disclosure or the DA List Information hereunder. Ifa perty fi!e~ a judicial or administrative action asserting claims subject to arbitration , asprescribed herein. and the other parry successfully stays such action and/or compels
arbitration of said claims , the Party filing said action shall pay the other Party's costsand expenses incurred in seeking such stay and/or compelling arbitration , includingreasonable attorneys' fees.
JUly 23. 19981OA LisU\.SSI
CDS-980TZ3-01 SZ/CAMIC 07(23/98
18.MISCELLANEOUS
18.Tnis Agreement constitutes the entire Agre~ment between the Parties and
supersedes an~ .prior, 0( contemporaneous oral or written representations with regard to
the subject matter hereof. This Agreement may not be modified except by a writing
signed by both Parties. No waiver of any provision hereof shall be effective unless in
writing signed by the Party alleged to have waived such provision. Any single waiver
shall not operate to waive subsequent or other defaults.
18.In the event any provision or this Agreement is held to be invalid or
unenforceable, the remaining provisions of this Agreement will remain in full force and
effect.
18.Neither Party may assign , transfer (whether by operation of law or
otherwise) or delegate/this Agreement (or any rights or obligations hereunder) to a third
party wit'iout the prior written consent of the other Party. Any attempted assignment or
transfer that is not permitted under the provisions of this Section 18.4 is void ab initio.
WIthout limiting the generality of the foregoing, this Agre~r;'Ient shall be binding upon
and shall inure to the benefit of the Parties ' respec:ive suc~=ssors and permitted
assigns. No assigr:ment c~ delegation hereof S;-;,~!I relieve the assignor of its obligations
,"-,
":6:- mis ;;!;re~menl
18.4 This Agreement may be executed in any number of c:)unterparts, each of
which shall be deemed an original, but such counterparts .shall together constitute one
2:,d the same instrument
IN WITNESS WHEREOF . the Parties hereto have caused this Agreement to be
executed by their respective duly authorized representatives.
Listing Services Solutions, Inc.
SignanJre: UJ 7! f!~U S WEST Communications, tnc-
Signature:
Name PrintedITyped: P;;'Vc. t/. G t;.u.-"t;H!K Name Primedrryped:
T;tle:\fic,f:, PP-C-,!;l P-LV)Title:
JUly n. 19'38/CA Liscl1..SSI
COS.980'T'D-O'S2JCAMJC
07/23/98
Exhibit A
Directory Assistance List - Price Schedule
Product Feature Price
Directory Assistance List
Initial Database Load............,...,............... $.OSPerlistingrecord
Daily Updates..,................,.................. S.06Perupdaterecord
Reloads of the database will be available at a 20% discount off the initial--
load price.
One.Time Set-up Fee
Charges ror set-up of an original database load or reload
will be billed at current labor c::sts . . . . . . . . . . . . . . . . . . . . . . 566.33 Per hour
Output Charges
Tapes. magnetic or cartridge (charges only apply if this is
seiectec as ,e metl70d for scheduled delivery of daily
update files - do not apply to delivery of initial databaseloed(s))...............
............................
$30.00 Per tape
File TransmissionCharges........
..... .. . . .. "'" . .. $.
002 Per record
transmitted
..shipping Charges will be billed at :.he actual rate for the delivery method
selected.
JUly n. 1998JOA UsIILSSI
CO S- 911O7'l3-O152/CAM/C
07123/98
Exhibit B
Letter of Agency
If lSSI is an agent for a telecommunications carrier. a competing provider oftelephone exchange service or telephone toll service rCarrier'") to provide
DA serviceson behalf of that Carrier, the Letter of Agency between lSSI and Carrier which will beprovided to U S WEST pursuant to Section 1.. should contain , at a minimum. thesekey provisions:
An agreement exists betwe~n LSSI anj. the Camer tinder which
LSSI hasagreed to provide DA services to the Carrier's end users as an agent for the
Carri~r.
The effective date and term of the agreement
-.I.Signatures of authorized representatives of LSSI and Carri~r.
July lJ. 1991!iOA ~IIl.SSI
COS-980T2~152JCM1IC 07/23198
E;l:hibit C
Directory Assistance List - Order Form .
Bil1ing Informati~n:
. .
Bill To:Date Order
Completed J"JLi z.B, /(jj-c
LSSI ~ (,.-Ib $~;1..V"'c ~ s..":".1::.
.:-.,
..s.,;1-"":'
AttentiOr\ f?Il';v GYI"c..t9"G,..
,o/"
Address Pi? ,3oi- to bq~ M'/j'rH"S;-
Cit'j/StateWp vH;,,5~
,;,:).
-1 .
()
q/cJcf B -cJv Telephone
;:.
r; c 7.:J?"
~;.
-:- i,'
- -
11.Media Selection:
(Chec.~ box for desired media)
(Allow a maximum of 30 days frem date order completed for initial load.
E!ect:-:::nic Trans: ,. :~sion Tape 3 't r: C .
"""'.
.1"11, or...! PI'-t5?If~
III.Electronic Transmission Delivery Method:
NOM IP Ad,dress
----'-
FlP
Due Dare
IV.Tape Delivery Method:
Ship V.a-:
Ship To
Ovemite US Mail Other
Due Date II r/Gc/~ /7, /'1 '1~
~ ~:;.~'"
\ttentio.'
!.IS";'INb
~:.:..~
.s..c..V':'"O-J. l.vc,
Nir...~.C':;o P'c..
Address.c.r1P~ f-~r- tS.l..Db , $v;Tt. ')10 3Z-oo c.-OP'6i.. HIl_,-!/V.hs.oJ-J' 6.,-/0
City/Stilte1Zip ((f-11' .:It'~ "f'rl.,;:WU-f J (i. K:.. /If C- Telephone
-::
qi c; il-e5 0.f;.
770(( 'f3"-9
July T~"" ~SSI
C 0 50 9 tJI7D.O' 52fCAMJ
07123/98
Listings to be included in the File:
(Check the appropriate choice(s))
All U S WEST Listings and
other CMRS or'lEC listings
not requiring authorization
Other Exchange Carrier listings
(see attached letter of
authorization( s).
VI.Geographic Scope of File:
(Check the appropriate choice)
Specific Stare
US WEST '4-State Region
Other see b~low
Enter other geographic scope requirements (by White Page Directory Codes or Area Codes) forwhich yeu need lis:ings below. Please attach another sne~! if yo~ need additional spacs.
WPOC Area Code (NP,Dir=::~=:"'.j ~I;;,,",,~Stcila
Reques,s for geographic sc::Iping below WPOC level must be ne;otia~;d with U S WEST.
Cartridge Tape
Magnetic Tape
BPI:1 SeJO or 6250 Test Tape
EBCDIC
Specialized Instructions:
July 2:1. 1 9961OA. L.i:oIiLSSl
CCS-98C72:HJ 1 S2.tCAMIC 07/23/98
Exhibit 0
letter of Authorization .
. '
Where lSSI is required to negotiate a separate listing usage agreement with anyCMRS or LEG in accordance with Section 2.3 above, the letter of authorization provided toU S WEST. between LSSr and CMRS or LEC, shall contain, at a minimum , these keyprovisions:
1. . An agreement exists between the two parties. allowing LSSr to obtain the CMRS's orLEC's listings from the U S WEST database;
2. Signatures or the representatives for both-;::arties;
3. Date on which LSSI is authorized to begin receiving the CMRS's or LEC's listings fromU S WE-ST;
4. The effective date and term of the agreement:
JIJI'i n. \998IOA IJstllSSI
COS-980723-01 S'1/CAMIc 07/23198