Interconnection Agreement

INTERCONNECTION AGREEMENT



This Interconnection Agreement (the "Agreement") is made, effective as of August 18th, 1997 (the "Effective Date"), by and between Icon CMT Corp., a Delaware corporation, with its principal place of business at 1200 Harbor Blvd., 8th Floor, Weeha wken, NJ 07087 ("Company") and UUNET Technologies, Inc., a Delaware corporation, with its principal place of business at 3060 Williams Drive, Fairfax, VA 22031 ("UUNET").



R E C I T A L S



1. Each of Company and UUNET operates an Internet Network, as defined below; and



2. The parties wish to provide for the interconnection of, and exchange of traffic between, their respective Internet Networks on the terms and conditions herein.



NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:



1. DEFINITIONS



1.1 "Internet Network" shall mean a communications network running the TCP/IP and other Internet protocols.



1.2 "Interconnection Point" shall mean any interconnectio n 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 on the attached Schedule 1 , and Schedule 1 shall be amended by the agreement of Company and UUNET in the event of any changes.



2. EXCHANGE OF TRAFFIC



2.1 The parties agree to exchange digital communications traffic over their respective Internet Ne tworks at the Interconnection Points, 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 Point(s) upon a schedule to be mutually agre ed. Each party will send over the Interconnection Points only traffic destined for the other party's customers.



2.2 The data rates at which the parties will connect hereunder is set forth in the attached Schedule 1.



2.3 The parties agree not to restrict the use of their respective Internet Networks based on the subject matter of the traffic unless required to do so by applicable law.























2.4 Except for control traffic which must be examined in order for the parties to operate their respective Internet Networks, neither party shall monitor or capture the contents of any data or other traffic which passes through the Inter c onnection Points. Neither party shall modify the infrastructure in any way to examine any data unless an appropriate court order is in force. Except as otherwise agreed between the parties and with third parties as appropriate, neither party shall provide to third parties any statistical information itemized by service provider, by company, or by IP address; provided, that each party may provide its customers with their own statistical data.



2.5 Neither party will establish a route of las t 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. TERM AND TERMINATION



This Agreement shall have an initial term of one year following the Effective Date. Either party may terminate this Agreement upon 60 calendar days' written notice to the other at any time after the end of th e initial term. If neither party terminates this Agreement upon expiration of the initial term, this Agreement shall continue on its present terms and conditions, specifically including the requirement that the parties continue their discussions and activ ities under Paragraphs 4 and 5 hereof, until either party terminates it by 60 calendar days' written notice to the other.



4. TECHNICAL AND OPERATIONAL MATTERS



4.1 The parties will work together during the term of this Agre ement 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 interconnection provided hereunder, in a cost effective fashion . In connection therewith, the parties shall use their reasonable efforts to achieve a minimum end-to-end one-way packet delay.



4.2 Each of the parties will use its reasonable efforts to achieve a mean time to repair of four hours or less for all outages at the Interconnection Point(s) set forth on Schedule 1. The parties will cooperate with each other in each party's efforts under this paragraph 4.b.



4.3 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 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.



















4.4 Each party will, at its own expense and on a reasonable efforts basis, provide Network Operations Center ("NOC") support in cooperation with the other so as to maintain the smooth operation of the network serv ...