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BellSouth / Teltrust - Operator & Network Services Agreement



OPERATOR AND NETWORK SERVICES AGREEMENT

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TABLE OF CONTENTS



SECTION I.

CONTRACT DEFINITIONS...............................................Page 1



SECTION II.

COMPUTATION AND REMITTANCE OF COMMISSION DUE BSPC..................Page 4



SECTION III.

OPERATOR SERVICES..................................................Page 5



SECTION IV.

ADDITIONAL SERVICES................................................Page 7



SECTION V.

PROVlSION AND MAINTENANCE OF ANI DATABASES.........................Page 7



SECTION VI.

VALIDATION, SWITCHING AND NETWORK FACILITIES.......................Page 8



SECTION VII.

REPORTING, SETTLEMENT AND REMITTANCE OF FUNDS......................Page 13



SECTION VIII.

SERVICE IMPLEMENTATION.............................................Page 15



SECTION IX.

MINIMUM LIVE OPERATOR SETTLEMENTS..................................Page 16



SECTION X.

TERM/EXCLUSIVITY...................................................Page 17



SECTION XI.

TERMINATION OF AGREEMENT...........................................Page 18



SECTION XII.

BRANDING AND REGULATORY ISSUES.....................................Page 18



SECTION XIII.

CONFIDENTIALITY AND NON-DISCLOSURE.................................Page 19



SECTION XIV.

INDEMNIFICATION AND LIMITATION OF LIABILITY........................Page 21



SECTION XV.

DISPUTE RESOLUTION.................................................Page 21



SECTION XVI.

TAXES..............................................................Page 22



SECTION XVII.

MISCELLANEOUS......................................................Page 22





________________________________________________________________________________ TELTRUST COMMUNICATIONS SERVICES, INC. Proprietary & Confidential Operator and Network Services Agreement Table of Contents

OPERATOR AND NETWORK SERVICES AGREEMENT

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TABLE OF CONTENTS



ADDENDUM #1



ADDENDUM #2



ADDENDUM #3



EXHIBIT I.

RATE ELEMENTS



EXHIBIT IA.

RATE ELEMENTS OUT OF REGION AND OVERFLOW IN REGION TERMINATION



EXHIBIT lB.

RATE ELEMENTS FOR INTERNATIONAL TERMINATION



EXHIBIT IC.

RATE ELEMENTS FOR VALIDATION



EXHIBIT II.

VOLUME PROJECTIONS



EXHIBIT III.

PERFORMANCE STANDARDS



EXHIBIT IV.

CDR SAMPLE



EXHIBIT V.

CALL RATING COMPONENTS



EXHIBIT VI.

OSO ORDER FORM



EXHIBIT VII.

ACD FORM



EXHIBIT VIII.

DESCRIPTION OF MANAGEMENT REPORTS



EXHIBIT IX.

TELTRUST DATABASE CONFLICT POLICY



EXHIBIT X.

PlC PROCESS



EXHIBIT XI.

FRAUD SYSTEM GUIDELINES



________________________________________________________________________________ TELTRUST COMMUNICATIONS SERVICES, INC. Proprietary & Confidential Operator and Network Services Agreement Table of Contents

OPERATOR AND NETWORK SERVICES AGREEMENT

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TABLE OF CONTENTS



EXHIBIT XII.

EMERGENCY CALL HANDLING PROCEDURES



EXHIBIT XIII.

NETWORK MAP



EXHIBIT XIV.

SERVICE LEVEL AGREEMENTS FOR PROVISION OF DAILY CDR



EXHIBIT XV.

SWITCHED ACCESS FGD TARIFF RATES FOR BELLSOUTH



EXHIBIT XVI.

WEEKLY INCOME SUMMARY



EXHIBIT XVII.

SAMPLE REMITTANCE STATEMENT



________________________________________________________________________________ TELTRUST COMMUNICATIONS SERVICES, INC. Proprietary & Confidential Operator and Network Services Agreement Table of Contents

EXHIBIT 10.8



INTERLATA OPERATOR AND NETWORK SERVICES AGREEMENT



THIS AGREEMENT is entered into this 24th day of February, 1997 ("Effective Date") by and between TELTRUST COMMUNICATIONS SERVICES, INC. ("TELTRUST"), a Utah corporation with its princip
al place of business at 221 North Charles Lindbergh Drive, Salt Lake City, Utah 84116 and BELLSOUTH PUBLIC COMMUNICATIONS, INC., a Georgia corporation with its principal place of business at 75 Bagby Drive Homewood, AL 35209 (hereinafter referred to as "B
SPC"). TELTRUST and BSPC may be collectively referred to in this Agreement as the "Parties."



R E C I T A L S:



WHEREAS, TELTRUST offers live operator services, automated platform services, directory assistance services and related telecommunications services; and



WHEREAS, BSPC desires to obtain TELTRUST's live operator, automated call processing, directory assistance and other related telecommunications services, detailed below, in connection with its business objectives; and



WHEREAS, based upon the specific mutual obligations and commitments as set forth below, the Parties desire to enter into a business relationship in which TELTRUST will provide operator and network services to BSPC pay telephones and other
BSPC premise equipment, and BSPC will share in the revenues generated by TELTRUST in providing such services.



NOW, THEREFORE, in consideration of mutual covenants herein and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties hereto agree as follows:



SECTION I. CONTRACT DEFINITIONS.



1.1 ACCESS: Refers to the network origination of a telephone call. Access

may be via switched Feature Group D service or 800 or 888 service. Access, as

referenced in this Agreement, does not include the use (and cost of use) of

underlying private line network, e.g. T-1 facility.



1.2 AFFILIATE: A company or entity in which BellSouth Corporation, as parent

of BSPC, holds an equity or equivalent financial interest, e.g. BellSouth

Cellular, BellSouth Telecommunications, etc.



1.3 ANI: Automatic Number Identification, e.g., a telephone number.



1.4 AUTOMATED CALL PROCESSING: Services provided through TELTRUST's automated

switching platform.



1.5 AUTOMATED COLLECT CALL: A collect call that is placed through a switching

platform that performs the same functions as an operator assisted collect call,

i.e. obtaining the caller's name, acceptance of charges by the bill to party,

etc., through a computerized mechanism.



1.6 BELLSOUTH REGION: The nine state area currently served by BellSouth

Telecommunications, consisting of Alabama, Florida, Georgia, Kentucky,

Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee.



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1.7 BILLING TELEPHONE NUMBER ("BTN"): The number associated with a specific

account which carries all pertinent billing information to which a completed

operator or network platform services call will be billed.



1.8 BONG TONE: The tone heard by an End User after having reached TELTRUST's

automated platforms.



1.9 CALL ATTEMPT: An attempt made by an End User to place any call type

contemplated in this Agreement. A call attempt may result in either a

Completed Call or an Incomplete Call.



1.10 CLEARING HOUSE: The provider of bill clearing services whereby Call

Records are submitted to the LEC for billing and collections via the LEC

billing system.



1.11 CALL RATING SERVICE: Service whereby TELTRUST rates calls using its

software and according to TELTRUST tariffs . See EXHIBIT V, "Call Rating

Components."



1.12 CALL RECORDS: Records relating to individual telephone calls originated

by BSPC's End Users. Also referred to as call detail record or "CCDR."



1.13 CALLING CARD: A non proprietary card issued to End Users, generally by

Local Exchange Carriers, that can be used to bill completed calls. Calling

card databases are maintained via LIDB in order that calling card numbers can

be validated prior to placing and billing a call.



1.14 CASUAL CALLING-DIALING: A call placed by an End User Customer, initiated

by first dialing a carrier identification code, e.g. 10XXX, followed by 0 and

the number to which the End User Customer wishes to be connected. As

referenced by this Agreement, casual calling will originate over circuits

provided to BSPC by TELTRUST. Casual Calling will be permitted to originate

within the BellSouth Region.



1.15 COMMISSION: The portion of revenues generated by TELTRUST, resulting

from the provision of services described in this Agreement to End Users, to

which BSPC will be entitled.



1.16 COMPLETED CALL: A call attempt that reaches the TELTRUST platform or a

TELTRUST live operator, that results in successful connection between the

calling and called number.



1.17 CREDIT CARD: A card issued to End Users by banking or other institutions,

e.g. MasterCard, VISA, American Express, that is used to bill completed calls.



1.18 DIRECT DIAL SERVICE: Also referred to herein as 1+ service or coin sent

paid calling, any call originated from BSPC locations initiated by an End User

who dials 1+ destination number and has deposited coin into a telephone.



1.19 DIRECTORY ASSISTANCE: Service whereby a TELTRUST live operator attempts

to locate a telephone number listing or an address listing, or both, to a BSPC

End User who has dialed 1+NPA 555-1212. Service may also be provided to End

Users who have dialed 0+NPA+555-1212 as an operator services call. In the

event of such a call, both rate elements for Operator Services and Directory

Assistance, as outlined in EXHIBIT I, "Rate Elements," shall be deducted from

BSPC's Commission.





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1.20 EGRESS: Refers to the LEC termination of a telephone call via switched

Feature Group D service.



1.21 END USER CUSTOMER: A consumer who, from a BSPC pay telephone places, or

attempts to place, any type of telephone call as described in this Agreement.

Also referred to as End User.



1.22 FULLY AUTOMATED CALLING CARD CALL: A call placed by dialing 0 plus the

destination number followed by entering a calling card number at the bong tone,

and no live operator intervention is required.



1.23 GROSS REVENUE: The total amount of revenue billed by TELTRUST to End

Users for services described in this Agreement. The term Gross Revenue may be

used to describe such revenue from a single call, or to describe the aggregate

revenue during a certain period of time, e.g. Monthly Gross Revenue.



1.24 INCOMPLETE CALL: A call attempt that reaches the TELTRUST platform or a

TELTRUST live operator that does not result in a connection between the calling

and called number.



1.25 INGRESS: See "Access."



1.26 INTERNATIONAL CALL: A call attempt to a destination other than the United

States and its outlying territories. May include calls placed by dialing 011

or 01 plus the applicable country and city code, or calls placed to other

countries utilizing the North American Numbering Plan.



1.27 INMATE SERVICES: Call traffic generated at correctional facilities in

which BSPC provides telecommunications equipment. As referenced in this

Agreement, Inmate Service traffic will be 1+ dialed on TELTRUST's network and

switching platforms. Inmate Service traffic does not include administrative



1.28 IXC: lnterexchange Carrier: A provider of long distance transport



1.29 LINE INFORMATION DATABASE ("LIDB"): Database utilized for validation of

billing methods; maintained by Local Exchange Carriers and containing BTNs that

accept billing of 0+ or 0- calls, or both.



1.30 LIVE OPERATOR SERVICES: All services provided by TELTRUST which require

the intervention and assistance of a live operator.



1.31 LOCATION PROVIDER: Entity that is responsible for maintaining the

premises upon which a BSPC pay telephone(s) is located and on whose behalf BSPC

has been given authority to negotiate and contract with an IXC for provision of

interLATA services, including the provision of operator services calls.



1.32 NORTH AMERICAN NUMBERING PLAN: The series of 10 digits (preceded by 1 or

0) dialed to reach a destination in North America, e.g., 0+NPA+NXX+XXXX.



1.33 OPERATOR ASSISTED CALLING CARD CALL: A call billed to a calling card with

the assistance of a live operator.



1.34 OPERATOR ASSISTED CREDIT CARD CALL: A call billed to a credit card with

the assistance of a live operator.





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1.35 OPERATOR ASSISTED COLLECT CALL: A call billed to the called to party with

the assistance of a live operator.



1.36 OPERATOR ASSISTED THIRD-PARTY BILLED CALL: A call billed to a third-party

with the assistance of a live operator.



1.37 OPERATOR ASSISTED GENERAL ASSISTANCE CALL: A call placed to a live

operator by an End User or caller requesting rate information, refund & repair

information, time of day information, and other like information and which does

not result in a call being placed by TELTRUST's operator.



1.38 OUTCLEARING SERVICES: Service whereby TELTRUST sends appropriately rated

Call Records to its Clearinghouse in order to bill the responsible (billed)

party for a completed call.



1.39 PERSON-TO-PERSON CALL: An operator-assisted call in which the caller

requests to speak with a particular person. Charges on a Person-to-Person Call

may be billed to the called party or via an alternative billing method i.e.

credit card, calling card, third-party.



1.40 STATION-TO-STATION CALL: Any operator assisted call in which the calling

party does not specify a party with whom he/she must be connected (e.g. person

to person), and for which billing will occur once answer supervision is

received as a result of the called number answering.



1.41 TERMINATION: Refers to the portion of a telephone call when an outbound

circuit is seized by the TELTRUST switch and answer supervision has been given

by the called party. Termination may be via switched Feature Group D service

or service provided by a third party termination provider. Termination, as

referenced in this Agreement, includes LEC Egress charges and TELTRUST network

transport. Termination within the BellSouth Region, however, does not include

the use (and cost of use) of underlying transport private line network, e.g. T-

1 facility.



1.42 VALIDATION: Process by which a BTN is determined to be authorized and in

good standing by the issuer.



1.43 0+/- CALL ATTEMPT: Call placed when an End User dials zero ("0"), plus

the destination number.



1.44 0- CALL ATTEMPT: Call place when End User dials zero ("0") or zero-zero

("00"), and no destination number or billing method. Destination and billing

information must be requested by an operator and must be manually keyed by the

operator to process the call attempt.





SECTION II. COMPUTATION AND REMITTANCE OF COMMISSION DUE BSPC.





2.1 COMMISSION. TELTRUST will, on a weekly basis, pay BSPC a commission on

all Gross Revenues associated with calls generated from BSPC pay telephones and

other premise equipment owned by BSPC, in which TELTRUST is the designated long

distance carrier of the call.



[***]



2.2 REMITTANCE OF COMMISSIONS TO BSPC. Funds due BSPC based on computed

commissions will be remitted to BSPC as outlined in SECTION 7.4 "Flow of

Funds."





______________________________________________________________________________



TELTRUST COMMUNICATIONS SERVICES, INC Proprietary & Confidential interLATA Operations and Network Services Agreement Page 4



* Portions of this Agreement have been redacted to preserve the Company's

confidential information.

2.3 OTHER SERVICES. The parties may, from time to time, enter into addendums

to this Agreement governing the provision of additional services by one Party

to the other. It is the intent of the Parties that monies owed either Party by

the other will either be deducted from, or added to, as the case may be,

Commission due BSPC ("Settlement Process").



SECTION III. OPERATOR SERVICES



3.1 LIVE OPERATOR SERVICES.



3.1.1 LIVE OPERATOR SERVICES. TELTRUST shall provide trained bilingual

(English and Spanish) live call assistance operators twenty four hours a

day, seven days a week. Live operator service shall begin at the time of

operator answer and end at the time the operator releases the call. Live

operator service rates are attached hereto as EXHIBIT I, "Rate Elements."

For Commission purposes, live operator service rates shall be deducted

from Gross Revenues for all call attempts whether complete or incomplete.

Live call assistance operators shall provide live operator services for

the following types of calls:



(1) Operator Assisted Calling or Credit Card Calls:

(2) Operator Assisted Collect Calls; and

(3) Operator Assisted Third-Party Billed Calls; and

(4) Operator Assisted General Assistance Calls.



These services may be provided on a station-to-station or person-to-

person basis. TELTRUST shall process International Collect Calls to those

countries as may be requested in writing from BSPC and where proper

billing arrangements have been set and agreed upon by the Parties.



3.2 AUTOMATED CALL PROCESSING.



3.2.1 AUTOMATED CALL PROCESSING SERVICES. TELTRUST shall provide

switching and software platforms for the following:



(1) Automated Collect Calls;

(2) Fully Automated 0+ Dialed Calling Card Calls.



Automated Call Processing rates are attached hereto as EXHIBIT I, "Rate

Elements." For commission purposes, Automated Call Processing service

rates shall be deducted from Gross Revenue for all automated call

attempts, whether completed or incomplete except those call attempts

defaulting to a live operator.



3.3 CALL RATING



3.3.1 TELTRUST shall provide software & other appropriate systems to

format and rate calls, in industry standard EMI format, in order that

Call Records will be submitted either: (1) directly to a Clearing House

pursuant to SECTION 3.4. below, and subject to BSPC's approval and

direction; or (2) to a specific location as directed by BSPC in writing.

Call Rating Service rates are attached hereto as EXHIBIT I, "Rate

Elements," and will be deducted from Gross Revenue in computing BSPC's





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3.3.2 BSPC shall be responsible for selecting the rate schedules, as

available from TELTRUST filed rates and tariffs, containing the rates to be

charged to End User Customers of BSPC. BSPC may also request TELTRUST to file

tariffs to support additional rate plans. TELTRUST shall file for approval

such requests within ten (10) business days of receipt of such written

request. Any such requests submitted by BSPC shall be within applicable

regulatory guidelines.



3.3.3 BSPC shall forward all rating instructions in writing, signed by

BSPC's authorized employee, to BSPC's designated representative at TELTRUST.

TELTRUST shall implement call rating information on BSPC's requested

implementation date, effective at 12:00 a.m. eastern time, provided that the

requested implementation date is at no fewer than two (2) business days from

receipt. TELTRUST will confirm those rates in writing to BSPC within one (1)

business day of implementation. BSPC shall have 14 days from receipt of

confirmation from TELTRUST to correct rating information confirmed in error.

Thereafter, TELTRUST shall not be liable to BSPC for any damages whatsoever

resulting from incorrect rates, absent system errors, being charged by

TELTRUST software. Components to be rated in a Call Record that is to be

billed to an End User Customer are detailed in EXHIBIT V.



3.4 OUTCLEARING SERVICES.



3.4.1 LEC OUTCLEARING SERVICES. TELTRUST shall supply billing and

collection services to BSPC under the terms and conditions of TELTRUST's

billing agreements with its Clearing House. BSPC shall provide TELTRUST at

least thirty (30) days written notice detailing whether it desires Call

Records be cleared via TELTRUST'S Clearing House or submitted directly to

BSPC, or a location specified by BSPC. In addition to applicable TELTRUST per

call clearing fees detailed in EXHIBIT I, LEC and Clearing House fees, costs

or charges for Bad Debt, Unbillable Call Records, True-ups, Customer Service

Adjustments, and any applicable LEC and Clearing House imposed fees (the

"Clearing Costs") will be deducted from Gross Revenue in computing BSPC's



3.4.2 MERCHANT OUTCLEARING SERVICES. TELTRUST shall supply billing and

collection services to BSPC under the terms and conditions of TELTRUST's

merchant billing agreements, in which case Outclearing Charges will apply.

BSPC shall provide TELTRUST at least thirty (30) days written notice

detailing whether it desires Call Records be cleared via TELTRUST'S Clearing

House or submitted directly to BSPC, or a location specified by BSPC. In

addition to applicable TELTRUST per call clearing fees detailed in EXHIBIT I,

LEC and Clearing House fees, costs or charges for Bad Debt, Unbillable Call

Records, True-ups, Customer Service Adjustments, and any applicable LEC and

Clearing House imposed fees (the "Clearing Costs") will be deducted from

Gross Revenue in computing BSPC's commission. TELTRUST will provide

information to BSPC related to merchant outclearing in a form consistent with

information received directly from the Merchant Clearing House. TELTRUST will

advise BSPC of any changes in which credit cards available for billing (i.e.

MasterCard, American Express, Diner's Club) as those changes occur.



3.4.3 TELTRUST shall transmit by the end of each business day completed

call records for the previous day's (or days) applicable call activity, in

EMI format, to BSPC's designated location, pursuant to SECTION 3.3.1 above.

Should TELTRUST experience system difficulties such that a delay of more than

24 hours would occur, it will advise in writing of the situation to a BSPC

representative designated by BSPC as the primary point of contact for billing

and collection activity. In no event, however, shall any system difficulties

cause any call records to be rendered unbillable due to age of toll

restrictions imposed by the billing LEC.





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3.5 CASUAL OPERATOR SERVICE CALLING. Casual operator services calling

initiated by BSPC's End User Customers, and originating within the BellSouth

region, shall be processed by TELTRUST using the 10485 calling access code.

Calls may originate only from ANIs that are resident in ANI databases

maintained by TELTRUST for BSPC, regardless of the PIC status of the ANI.



3.6 MANAGEMENT FEES. TELTRUST shall deduct, in computing BSPC commissions, a

management fee, as outlined in EXHIBIT I, "Rate Elements." This fee is intended

to compensate TELTRUST for expenses not associated with other specific Rate

Elements identified in this Agreement.



3.7 QUALITY OF SERVICES. TELTRUST shall provide the services described in

SECTION 3 in conformance with the appropriate industry standards for like

services and as detailed in EXHIBIT III. The Parties agree to meet quarterly,

or sooner if necessary, to review performance and related issues.



SECTION IV. ADDITIONAL SERVICES



4.1 DIRECTORY ASSISTANCE. TELTRUST shall provide trained directory assistance

operators that will access a national database for United States listings

twenty four (24) hours a day, seven (7) days a week. TELTRUST shall provide

directory assistance services for ten digit dialed inquiries, e.g., 1+ NPA +

555 + 1212. Directory Assistance rates are outlined in EXHIBIT I, "Rate

Elements," attached hereto and will be deducted from Gross Revenue in computing

BSPC's Commission. Directory Assistance service shall also be supplied for

calls dialed 0+NPA+555+1212. Such calls shall be considered operator services

calls, and applicable rate elements, per EXHIBIT I, for operator services shall

apply in addition to the rates applicable for Directory Assistance.



4.2 CUSTOMER SERVICE. TELTRUST shall supply to BSPC an 800 or 888 toll free

number to be utilized for End User information requirements as mandated by

Telephone Operator Consumer Services Improvement Act of 1990 ("TOCSIA"). This

toll free number will be posted on all BSPC pay telephone placards that utilize

TELTRUST as the Preferred Interexchange Carrier and the Operator Services

Provider. End User inquiries initiated on the toll free number will be

processed by TELTRUST in its Customer Service Center.



4.3 Database Maintenance. Teltrust will use its best efforts to keep its

database accurate and will work with BSPC to resolve any customer complaints

involving the accuracy of the directory assistance database, including, if

required, taking necessary action with its supplier to improve the accuracy of

the database.



SECTION V. PROVISION AND MAINTENANCE OF ANI DATABASES



5.1 BSPC shall be responsible to provide ANI information consistent with the

requirements of the order form attached as EXHIBIT VI. Any exception to the

requirements outlined in the order form shall be mutually agreed upon by the



5.2 TELTRUST shall be responsible to implement additions, deletions or changes

to BSPC's ANI database(s). Any such additions, deletions or changes shall be

effective the second business day following the receipt of order forms provided

that such forms are 1) received by 3:00 p.m. MST and 2) are complete with

respect to required field inputs. Any requests for additions, deletions or

changes on the part of BSPC shall be submitted in accordance with the "ACD

Order" attached as EXHIBIT VII, or via electronic transfer methods as mutually

agreed upon by the Parties. All changes implemented shall be confirmed to BSPC

in writing (or electronically). BSPC shall be responsible to review such

confirmations and inform TELTRUST, in writing (or electronically) of any errors

discovered. Confirmations shall be considered complete and accepted four

business days after receipt by BSPC.





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5.2.1 In the event change requests are received after 3:00 p.m. MST, such

requests will be considered to have been received on the next business

day, and therefore implemented two business days thereafter. In the event

of incomplete forms, error records or files being received, TELTRUST shall

notify BSPC within twenty four (24) hours which change requests have not

been accepted, and BSPC shall be responsible to correct and resubmit



5.3 BSPC shall be responsible for providing TELTRUST with all billing CIC,

entity code and sub-account information, i.e., property identifying which

brands apply to which ANIs, which will dictate the billing CIC attached to call

records from that ANI, or dedicated trunk group(s), in order that the

appropriate information is shown on End User bills and management reports

provided by TELTRUST.



[***]



5.5 In the event that an ANI submitted by BSPC already resides in the TELTRUST

master database under another TELTRUST client account, TELTRUST's standard

Database Conflict Policy resolution terms shall apply. Terms and conditions of

this Policy are subject to change, upon written notification to BSPC,

throughout the term of this Agreement. See EXHIBIT IX.



SECTION VI. VALIDATION, SWITCHING AND NETWORK FACILITIES.



6.1 TELTRUST shall be responsible for all costs associated with the

acquisition, installation and maintenance of necessary switching equipment to

facilitate the call volumes projected by BSPC, as detailed in EXHIBIT II.

TELTRUST will install its switch(es) at a site(s) to be mutually agreed upon by

the Parties. TELTRUST shall be responsible for all costs covering the

facilities between TELTRUST's switch(es) in Atlanta (or other locations as

needed) and its operator center(s).





______________________________________________________________________________ TELTRUST COMMUNICATIONS SERVICES, INC Proprietary & Confidential interLATA Operations and Network Services Agreement Page 8



* Portions of this Agreement have been redacted to preserve the Company's

confidential information.

[***]



6.3 PRIVATE LINE NETWORK. TELTRUST will provision, order and manage a private

line network to all BellSouth Telecommunications Access Tandems. BSPC and

TELTRUST shall work to mutually configure the private line network to satisfy

BSPC traffic needs and other requirements, based on network efficiencies and

applicable service requirements.



[***]



6.4 CALL ROUTING. Calls will be routed to TELTRUST Feature Group D (10485 CIC)

originating facilities from pay telephones by BSPC as a result of either:



(1) BSPC shall select TELTRUST as the Preferred Interexchange Carrier

("PIC") for pay telephones (see EXHIBIT X); or

(2) BSPC will program pay telephones that are equipped with the

appropriate technology to dial TELTRUST's 10485 CIC (or other available

access methods, e.g., 800 access).



6.5 TELTRUST will terminate calls over its Feature Group D terminating

facilities in those areas TELTRUST has installed such facilities (see EXHIBIT

XIII), or over third party contracted carrier circuits if 1) calls terminate in

areas not served by TELTRUST installed terminating facilities; or 2) conditions

warrant the use of "overflow" third party termination circuits.



6.6 VALIDATION SERVICES.



[***]





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* Portions of this Agreement have been redacted to preserve the Company's

confidential information.



[***]





_____________________________________________________________________________ TELTRUST COMMUNICATIONS SERVICES, INC Proprietary & Confidential interLATA Operations and Network Services Agreement Page 10



* Portions of this Agreement have been redacted to preserve the Company's

confidential information.

[***]



6.7 PERFORMANCE REQUIREMENTS. Switching and transport equipment utilized by

TELTRUST to provide services for BSPC shall meet or exceed industry performance

requirements specified and as applicable in BellCore's Generic Requirements,

GR-929-Core, Issue 1, Revision 1, December 1995. If any unit does not meet

current requirements, TELTRUST will establish a Quality Council with the

manufacturer and initiate action to bring the product or products into



6.8 COMPUTATION OF THE ACCESS, TERMINATION AND VALIDATION RATE ELEMENTS. For

the purposes of determining Commissions due BSPC, Rate Elements for services

described in this SECTION 6 shall be estimated (except SECTION 6.8.2 below) for

reporting on the Weekly Income Summary (see SECTION 7.3), and reconciled on a

Month End Summary as follows:



[***]





____________________________________________________________________________ TELTRUST COMMUNICATIONS SERVICES, INC Proprietary & Confidential interLATA Operations and Network Services Agreement Page 11



* Portions of this Agreement have been redacted to preserve the Company's

confidential information.



[***]



______________________________________________________________________________ TELTRUST COMMUNICATIONS SERVICES, INC Proprietary & Confidential interLATA Operations and Network Services Agreement Page 12



* Portions of this Agreement have been redacted to preserve the Company's

confidential information. [***]



SECTION VII. REPORTING, SETTLEMENT AND REMITTANCE OF FUNDS.



7.1 REPORTING: TELTRUST will provide to BSPC on a daily basis, unless

otherwise mutually agreed, the foll...

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