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AT&T / Verio - Bilateral Peering Agreement
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BILATERAL PEERING AGREEMENT
In this Agreement made as of 5/19/97 ("Effective Date") VERIO Inc. with a principal place of business at Suite 400, 9250 East Costilla Avenue, Englewood, Colorado 80112 ("VERIO"), and AT&T Corp., with a principal place of business at 295 N. Maple Ave., Basking Ridge, New Jersey 07920 ("AT&T"), agree as follow:
A. Each of VERIO and AT&T operates an Internet Network, as defined below; and
B. The parties wish to provide for the interconnection of, and exchange of traffic between, their respective Internet Networks on the terms and conditions herein.
1. DEFINITIONS
a. "Affiliate" means a corporation or other entity that controls, is controlled by, or is under common control with another corporation or entity, but only while that control relationship exists; "control" means (i) the direct or indirect ownership or control of more than 50% of the stock or other equity interest entitled to vote for the election of directors or equivalent governing body, or (ii) VERIO's or AT&T's ownership of an option to acquire direct or indirect ownership or control of more than 50% of the stock or other equity interest entitled to vote for the election of directors or equivalent governing body.
b. "Internet Network" means a communications network running the TCP/IP and other Internet protocols.
c. "Interconnection Point" means any interconnection point at which the parties agree to connect their respective Internet Networks under this Agreement. A description of all Interconnection Points, together with all direct interconnections agreed to by the parties, is set forth in Schedule 1 attached hereto, and Schedule 1 shall be amended by the agreement of VERIO and AT&T in the event of any changes.
2. EXCHANGE OF TRAFFIC
a. Each party agrees to exchange digital communications traffic with the other party over its Internet Network at the Interconnection Points and/or in one or more direct interconnections, subject to the terms and conditions set forth in this Agreement. Each party shall provide, at its own expense, a connection from its Internet Network to the Interconnection Points or direct interconnections hereunder, upon a schedule to be mutually agreed.
b. The data rate at which the parties will connect hereunder is set forth in Schedule 1. The exchange of digital communications traffic at each Interconnection Point will begin on or about the date specified in Schedule 1, or as the parties otherwise agree.
c. Each party agrees not to restrict traffic flowing through the Interconnection Points to and from the other party based on the subject matter of the traffic unless required to do so by court order or applicable law. Each party shall retain its prior rights to impose usage restrictions on its own customers and/or to assist its customers in imposing customer requested usage restrictions on traffic flowing to and from the requesting customer.
d. There will be no restrictions on the ability of VERIO or AT&T to collect data and create statistics associated with data moving through its own Internet Network and traffic moving through the Interconnection Point. Each party shall keep all data it monitors or captures concerning the Interconnection Points confidential in accordance with the Non-Disclosure Agreement described in Section 19, and shall use such data solely for the purposes of operating and managing its Internet Network. Except as otherwise agreed between the parties, statistics itemized by the following criteria may not be provided to third parties: service provider, company or other entity, and/or IP address. Notwithstanding the foregoing, each party may provide any of its customers with statistical data associated with such customer's traffic.
e. Neither party will establish a route of last resort directed toward the other party's Internet Network. Instead, the parties will fully exchange explicit routes comprising public Internet service destinations of entities to whom either party is contractually obligated to handle traffic.
3. PAYMENTS
The parties agree that during the 12 month period immediately following the Effective Date they shall work together to define the data and operational characteristics of interconnection with a view toward agreeing upon appropriate financial arrangements for interconnection of their respective Internet Networks should that mutually be deemed necessary or desirable. Immediately upon the parties' agreement to such financial arrangements, the parties shall implement such arrangements by amending this Agreement to provide for settlement or other payments between the parties. Until such financial arrangements are finalized, no settlement or other charges of any kind for data transmission will be paid by either party to the other hereunder. Each party shall bear its own costs and expenses incurred in connection with this Agreement.
4. TERM AND TERMINATION
This Agreement shall have an initial term ending one year after the Effective Date. Either party may terminate this Agreement: (a) upon 90 calendar days' written notice to the other
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within the six month period following the Effective Date; (b) upon 60 calendar days' written notice to the other at any time after that six month period; (c) upon one week's notice if the other party is not prepared to interconnect at at least one of the Interconnection Points within 30 days after the earliest date specified in Schedule 1; or (d) upon 15 days' notice if the other party is not prepared to interconnect at all of the Interconnection Points within 30 days after the latest date specified in Schedule 1. If neither party terminates this Agreement upon expiration of the initial term, this Agreement shall continue on its present terms and conditions, until a party terminates it by 60 calendar days written notice to the other. Sections 2(d) (Data Collection), 8 (Liability, Consequential Damages), 19 (Confidentiality), and 20 (Disputes) shall survive termination of this Agreement for any reason.
5. TECHNICAL AND OPERATIONAL MATTERS
a. Each party represents that the Interconnection Points set forth in Schedule 1 are, and during the term of this Agreement shall be, connected as part of an internal network architecture comprised of multiple, cross-country circuits of at least DS3 (45 Mbps) speed.
b. Neither party is obligated to accept third party routes from the other party. For purposes of this paragraph, any entity that peers with one party hereto but not with the other shall be considered a "third party." If third party routes are detected by either party, that party has the right to block the routes. The foregoing restriction shall not apply to routes of (i) Affiliates of a party, or (ii) customers whose transit traffic is carried by the other party or the other party's Affiliates. For purposes of this Agreement, "transit traffic" is traffic that a party agrees to transport to its final destination.
c. Both parties shall maintain a consistent routing announcement. Both parties will present the same autonomous system number at the Interconnection Points listed in Schedule 1.
(i) The parties will work together during the term of this Agreement to establish mutually agreed performance objectives and operational procedures to enable each party to provide the highest practical quality of service over its Internet Network and the interconnections provided hereunder, in a cost-effective fashion. In connection therewith, the parties shall make reasonable efforts to achieve a minimum end-to-end one-way packet delay.
(ii) Each of the parties will make reasonable efforts to achieve a mean time to repair of four hours or less for all outages at the Interconnection Points set forth on Schedule 1. The parties will cooperate with each other in each party's efforts under this paragraph 5.c.
(iii) Each of the parties will develop scheduled maintenance procedures that provide for notification by one party to the other of all scheduled maintenance that could cause end-to-end connectivity loss for any user of more than five minutes. Each party
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agrees to give the other three calendar days' advance notice for scheduled maintenance that is expected to result in 30 minutes or more of end-to-end connectivity loss.
d. Each party agrees to maintain a fully staffed network operations center ("NOC") that operates on a 24 hour/day, 7 days/week schedule.
(i) Each party will, at its own expense and on a reasonable efforts basis, provide NOC support in cooperation with the other to maintain the smooth operational procedures for the interworking of their respective Internet Networks, including without limitation inter-NOC problem management information exchanges (eg, trouble ticket tracking), and NOC escalation procedures for addressing unscheduled outages or emergency maintenance.
(ii) Each of the parties will provide the other with certain limited access to data for the purpose of operational monitoring and the diagnosis of end-to-end connectivity problems. The determination of the extent of this limited access to data and definition of this data shall be by the mutual consent of both parties' engineering organizations. The parties will use their reasonable efforts to develop procedures to govern the timing and other terms and conditions upon which this access will be provided.
e. Each of the parties shall make reasonable efforts to secure their respective Internet Networks and traffic through the Interconnection Points from unauthorized access, transmission, or use; furthermore, the parties shall cooperate to address security issues and develop security procedures.
6. CUSTOMER AND AFFILIATE RELATIONS
Each party will be responsible for communicating with its own customers and Affiliates with respect to its Internet Network. Each party shall be responsible to screen the traffic of its own customers and Affiliates not desiring public Internet access from distribution across the Interconnection Points. Each party will independently establish the charges to its own customers and Affiliates for the services provided in connection with this Agreement.
7. NONEXCLUSIVITY
This Agreement shall not prohibit or restrain either party's entry into any separate similar or dissimilar contract or agreement with one or more third parties.
8. LIABILITY; CONSEQUENTIAL DAMAGES
a. EACH PARTY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, CONCERNING OR RELATING TO THE
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EXCHANGE OF TRAFFIC OR OTHER ACTIVITIES UNDER THIS AGREEMENT, INCLUDING ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR PERTAINING TO THE SECURITY OR DELIVERY OF TRAFFIC, OR THAT ANY ROUTING INFORMATION OR OTHER INFORMATION PROVIDED IS ACCURATE AND COMPLETE AND DOES NOT INFRINGE ANY PATENT, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHT.
b. Neither party shall be liable to the other for any loss or damage arising from: (i) any failure in or breakdown of any facilities or services hereunder, whatsoever the cause and however long it shall ...
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