Bilateral Peering Agreement

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, 9 250 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 c orporation 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 equi ty 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 comm unications 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 ex change 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 Interconnecti on 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 cu stomers 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 movi ng 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 i n 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 provi der, 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 Agreem e nt 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 b ear 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 no t 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 an y 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 l east 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 proced ures 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 achiev e a minimum end-to-end one-way packet delay.



(ii) Each of the parties will make reasonable efforts to ...