1.	DEFINITIONS
“AT&T Equipment” means equipment AT&T provides hereunder to which AT&T retains all right, title and interest, which is located at AT&T’s supplier Internet Datacenters (“Service Location(s)”), and which is used to provide Services.  AT&T Equipment includes any internal code required to operate such Equipment.  AT&T Equipment does not include Customer Equipment or Purchased Equipment.

“Project Country” means a country, specified in a Statement of Work (“SOW”), where AT&T performs Services and/or where Customer may enjoy the benefit of those Services. 

All other capitalized terms used but not defined in this NI Pricing Schedule have the meaning given them in the Agreement. 
2.	SERVICES
This NI Pricing Schedule states the terms and conditions governing Orders for AT&T services (“Services”).  Attached to this NI Pricing Schedule is an SOW detailing the types of Services provided as well as commensurate charges which become effective and incorporated into this NI Pricing Schedule upon the execution hereof.  AT&T may subcontract work to be performed hereunder but shall retain responsibility for all such work.
3.	STATEMENT OF WORK
A.	Unless earlier terminated as described below, an SOW is deemed terminated when the parties’ respective obligations have been fully performed or when it is otherwise terminated according to its terms. 
B.	In the event of an inconsistency among terms, the order of priority is: (i) the applicable SOW; (ii) the NI Pricing Schedule and (iii) the Agreement.
4.	AFFILIATES
A.	Any AT&T Affiliate or Customer Affiliate may sign an NI Pricing Schedule in its own name and such Affiliate contract will be considered a separate, but associated, contract, incorporating the General Terms and Conditions of the Agreement and the terms of the NI Pricing Schedule (with the Affiliate being substituted for AT&T or Customer, as applicable); provided, however, that AT&T and Customer shall be responsible for their respective Affiliates’ performance pursuant to such Affiliate contract. 
B.	For Services performed in, or Purchased Equipment delivered to, a country other than the Origination Country, the AT&T Project-Country Affiliate and Customer Project Country Affiliate identified in the SOW will perform as outlined therein.  
5.	INTELLECTUAL PROPERTY RIGHTS  
A.	All intellectual property and proprietary rights arising by virtue of AT&T’s performance of the Services are and will remain the sole and exclusive property of AT&T, and neither ownership nor title to any such property will pass to Customer. 
B.	Customer shall retain those copies of any reports produced and furnished to Customer by AT&T (“Reports”), and Customer is hereby granted, under AT&T’s copyrights, the perpetual, non-exclusive and non-transferable right (except to an Affiliate or in the event of a change in control) to reproduce and modify Reports for Customer’s own internal business purposes.  For avoidance of doubt, “own internal business purposes” exclude public distribution and resale to third parties for revenue generation purposes.  
6.	WARRANTY
The provision of Services hereunder shall be performed in a workmanlike manner that would meet commercial industry standards in the field to which the work pertains as well as any standards set forth in the applicable SOW.  
7.	TERM AND TERMINATION
This NI Pricing Schedule shall remain in effect until terminated by either party on not less than sixty (60) days’ prior written notice to the other party; provided that, the terms and conditions of this NI Pricing Schedule shall continue to govern, through completion of performance (or earlier termination), all SOWs in effect on this NI Pricing Schedule’s termination date.
8.	LIMITATION OF LIABILITY
For purposes of this NI Pricing Schedule and Orders placed under it, any limit or cap on liability contained in the “Limitations of Liability” article of the Agreement is superseded by the following:  
FOR DAMAGES OTHER THAN THOSE SET FORTH ABOVE AND NOT EXCLUDED UNDER THIS AGREEMENT, EACH PARTY’S LIABILITY UNDER THIS NI PRICING SCHEDULE SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED PER CLAIM (OR, IN THE AGGREGATE, ALL CLAIMS ARISING DURING ANY TWELVE-MONTH PERIOD) THE NET PURCHASE PRICE PAID BY CUSTOMER FOR SERVICES UNDER THE ORDER THAT GAVE RISE TO THE LIABILITY.    This shall not limit Customer’s responsibility for the payment of all charges properly due under the NI Pricing Schedule.

 
ATTACHMENT #1: SOW FOR AT&T MANAGED SESSION BORDER CONTROLLER SERVICE 
1. INTRODUCTION

This SOW between AT&T Corp.  (“AT&T”) and xxxxxxx (“Customer”) is attached to the NI Pricing Schedule and made a part thereof upon execution.  Services not specifically provided for hereunder are outside the scope of this SOW.  

This SOW is effective upon the later of the dates that the accompanying NI Pricing Schedule has been signed by both parties (“SOW Effective Date”).

AT&T reserves the right to withdraw this SOW or modify any other terms and conditions, including, but not limited to, any section of this SOW if the attached NI Pricing Schedule is not signed by Customer and AT&T by  xxx xx, 2019. 

Attached to this SOW, and incorporated into it by reference are:

Appendix A	Service Level Objectives
Appendix B	Sample Change Request Form
Appendix C	Sample Services Acceptance Form 
Appendix D	Install, Move, Add, Change, Delete (“IMACD”) Activities - Services Description 

By signing the attached NI Pricing Schedule, Customer is hereby deemed to have placed an order and AT&T agrees to perform all Services herein.

2. SERVICES

This SOW sets forth Customer’s order for the Managed Session Border Controller Service (the “Service”) to be provided in the Project Country, the United States of America (“U.S.”).

The Service provides additional features that complement the AT&T IP Flexible Reach Service, provided however:  (i) the AT&T IP Flexible Reach Service is contracted and invoiced separately via a separate AT&T IP Flexible Reach Pricing Schedule and (ii) the Service Term and the IP Flex Service Term must be co-terminus.  

AT&T shall provision the Service at the Service Locations as set forth below. The configuration of the Service will provide custom call routing failover/failback features not available as a standard option within the AT&T IP Flexible Reach Service. The final technical configuration to be applied as part of the Service shall be determined during the design stage of the Service establishment process.
Service Locations Details
•	


2.1 Service Description 

The Service consists of managed infrastructure installed in two geographically diverse Internet Datacenters (“IDC”) located in <City, State>. The managed infrastructure consists of duplicate equipment of the same technical specification in both IDCs and the equipment is connected in a fully meshed network topology thereby reducing the likelihood of any single point of failure. 

The managed infrastructure is connected to the AT&T IP Flexible Reach Service (the downstream network) over two diverse MPLS connections delivered over diverse fiber circuits) In addition, the managed infrastructure is connected to Customer (the upstream network) over a combination of diverse MPLS, Layer 2 Ethernet or fiber cross-connects located within the IDC eco-system The final configuration of the upstream network and the call routing schema to be supported by the managed infrastructure will be determined during the design stage as described in Section 2.2 below.

The Service is managed by AT&T and is supported by a 24x7 Help desk. 

 
2.2 Project Management

AT&T will provide a Project Manager who will act as Customer’s single point of contact during the establishment of the Service. The Project Manager will have the following responsibilities:

a.	Create a simple project schedule mapping how the Service will be implemented.
b.	Provide regular updates regarding tracking against the agreed schedule.
c.	Make requests for and accept detailed information regarding the Customer’s existing voice service and its voice environment to enable the technical design to be completed and to plan for porting of Customer numbers from its existing voice provider to the AT&T IP Flexible Reach Service.
d.	Liaise with the AT&T engineering team to ensure the technical design is complete and agreed with Customer.
e.	Liaise with the service ordering teams who will order and configure the Service ready for use by Customer.
f.	Coordinate the Test and Turn-Up process
g.	Conduct the post-implementation review.

2.3 Service Establishment

Following is the process for the establishment of the Service:

a.	Technical Design – where the detailed configuration to be applied to the Service will be determined and documented. In the design stage the AT&T Engineer will determine how to configure the Service to inter-network with:
(i)	The AT&T Equipment installed at the Service Locations as set forth in Section 2 of this SOW; 
(ii)	The AT&T IP Flexible Reach Service. 

The final design will be documented and agreed between AT&T and Customer.

b.	Ordering – where the orders for the Service and the AT&T IP Flexible Reach Service are placed.
c.	Configuration and Testing – where the final configuration is applied to the Service and end-to-end testing with Customer is completed.
d.	Porting and Turn-up – where Customer number range(s) are moved from Customer’s existing supplier to the AT&T IP Flexible Reach Service.
e.	Post Turn-up Review – where AT&T and Customer conduct a post-implementation review.

2.4 Help Desk Services

Following the Service Start Date, as defined in Section 3 of this SOW, AT&T Help desk shall provide the following:
•	24x7 remote technical support for incidents.

•	Fault service management will be handled according to the procedures summarized below:
o	In the event of an outage, Customer is responsible to contact the Help desk. 
o	The Help desk will assign a ticket number to Customer for each incident 
o	The Help desk will notify Customer (through phone, fax or email) when the incident is resolved.

The Help desk will serve as the central point of contact for Customer’s technical contacts regarding fault management of the Service. 
•	Service requests must be submitted by the appropriate Customer’s technical contact to the Helpdesk. 
•	Trouble Reporting Guidelines: 
o	Customer’s technical contact will make reasonable efforts to isolate a problem as being among those Service components before referring it to the Helpdesk.  
o	Customer’s technical contact will report relevant troubles to the Helpdesk with the following information:
o	Name and contact number
o	Information for the Service Location
o	Nature of problem
o	Severity and priority level (if established)
o	Summary of information gathered from local alarms, diagnostics, or testing
•	Upon receipt of the trouble report, the Helpdesk shall assign a call log number to Customer’s technical contact, perform problem determination.
•	The Help Desk shall notify Customer’s technical contact (through phone, fax or email) when the trouble is cleared and service has been restored.
•	The Help Desk is available 24 hours per day, 7 days a week.

AT&T Service Desk can be contacted via the following 2 methods for incidents:
Incident Reporting Methods
Reporting via Email	Reporting via Telephone

Send email to: GNOC@nscglobal.com
	U.S.A.	1 855 672 3375


2.5 Service Governance

2.5.A.	Install, Move, Add, Change Delete (“IMACD”) Changes 
During the Term of this SOW, Customer shall order any IMACD within the scope detailed in this SOW (“IMACD Changes”) in accordance with this sub-section A).

AT&T and Customer agree that IMACD Changes can be completed and will be considered executed by both parties upon exchange of an electronic mail (“Email”) attaching the IMACD Order Request Form (sample attached under Part 2 of Appendix D) filled-in by AT&T with the IMACD Change scope to be executed and the associated charges (“Email Change Order”).

To effectuate such Email Change Order, AT&T will initiate the Email containing a valid IMACD Order Request Form to the authorized Customer contact person with details as set forth below.  

Said authorized Customer contact shall reply back within five (5) business days on the same Email and either:
1)	confirm its acceptance; or
2)	cancel the IMACD Order Request; or 
3)	request changes to the IMACD Order Request Form scope and, if acceptable, AT&T shall submit a revised Email Change Order until authorized Customer contact confirms its acceptance or cancels the request. 

Upon the date Customer contact has accepted the Email Change Order, AT&T will then acknowledge receipt within two (2) business days via the same Email with such date to be considered the “IMACD Order Effective Date”. 

AT&T reserves the right not to accept an Email Change Order, provided however, in the event that AT&T rejects an Email Change Order, AT&T shall notify Customer in writing of the reason for such rejection and will work with Customer to correct the deficiency in the Email Change Order such that it can be then accepted by AT&T for further processing.   

Authorized Customer Contact No.1
	Authorized Customer Contact No.2 (back-up)

Name: 	Name:
Email Address: 	Email: 

2.5.B.	Changes to terms and conditions
Changes not covered by the IMACD Changes scope as set forth in a) above, including for example changes to the terms and conditions set forth in this SOW (e.g. invoicing arrangement, Term extension, additional service type or service description) shall be documented as follows:
•	Either Party must submit change requests to contractual documents in writing via a Change Request Form (sample attached as Appendix B) to this SOW.  
•	If Customer is the party initiating the change, Customer must submit all changes to RM-CBIV-MACD@att.com with the template specified in Appendix B. The AT&T Service Manager will respond within five (5) business days.
•	The party requesting the change must submit a written request to the other party and the receiving party shall issue a written response within five (5) business days of the receipt of the request, including whether the receiving party accepts or rejects the request and/or any changes to the Terms and Conditions.  
•	Once agreed upon, both parties must execute the Change Request Form.

2.5.C.	Acceptance:
(1)	AT&T shall validate the process steps to achieve Acceptance of the Service in consultation with Customer during the start-up period for this engagement.  During this process, the Service Acceptance Form (sample at Appendix C), will be reviewed with Customer and updated accordingly.
(2)	AT&T shall present the Service Acceptance Form upon completion of the work. Customer will indicate acceptance of the Service by signing same.  
(3)	Should Customer not accept the Service, AT&T will request a written explanation of Customer’s reason for not so accepting within five (5) business days.  If Customer does not so notify AT&T within five (5) business days, Services shall be deemed Accepted.
(4)	AT&T shall address Customer’s issue(s) within ten (10) business days after the receipt of such notice, and will then resubmit the Service Acceptance Form for Customer’s signature.  Such time to address any quality of service or re-work issues(s) may be extended by mutual consent.

2.5.D.	Engagement Contacts	
Customer and AT&T agree on the below engagement contacts
(1)	Customer:  
Name: 
Title:
Address: 
Tel: 
Email: 
(2)	AT&T:
Name: 
Title:
Address: 
Tel: 
Email: 


(3)	All notices to Engagement Contacts shall be in writing and shall be deemed validly delivered if sent by hand (in which case delivery will be deemed to have been effected immediately), or by overnight mail (in which case delivery will be deemed to have been effected one (1) business day from the date of mailing), or by first class pre-paid post (in which case delivery will be deemed to have been effected five (5) days from the date of posting), or by facsimile or electronic transmission (in which case delivery will be deemed to have been effected on the day the transmission was received).  Any Engagement Contact information may be revised by written notice to the other party.
2.5.E.	Service Hours 
The Service is designed to be generally available on a 24x7x365 basis. Service Deployment activities including Installation activities will generally be completed Monday through Friday, 8:00AM to 5:00PM local time in the Project Country (“Normal Business Hours”), excluding local public holidays.  

Where Customer requests any work to be performed outside of Normal Business Hours additional charges may apply.  The Parties will mutually agree in writing prior to AT&T’s performance of any Services outside of Normal Business Hours.

2.6 Service Level Objectives
The Service Level Objectives are stated in Appendix A to this SOW.

3. Term and Termination

3.1 Term
This SOW shall be for an initial minimum term of thirty-six (36) months (“Initial Minimum Term”) commencing upon the Service Start Date --  which is defined as the date upon which the Managed Session Border Controller Service is Accepted by Customer per Section 2.5.C above.  

The Initial Minimum Term shall automatically renew for subsequent additional twelve (12) month periods (each, a “Renewal Term”) (where the Initial Term and applicable Renewal Term shall collectively be referred to as the “Term”).  

3.2 Termination
Unless otherwise stated, subject to the early termination charges set forth below, Customer may terminate the Service for convenience, at the end of any calendar month, by providing AT&T with ninety (90) days written notice and paying an early termination charge equal to the following:  (i) any one-time charges incurred up until the date of termination and (ii) the total monthly recurring charges multiplied by the number of months remaining in the Term.

In addition to the termination rights set forth in the Agreement, AT&T may, without liability, suspend or terminate the Service:
•	immediately if AT&T’s rights to use the Data Center premises within which the Co-location Rack Space is located terminates or expires for any reasons (other than due to the fault or negligence of AT&T); and 
•	if AT&T is otherwise entitled to do so under the Customer’s SOW Order, the AT&T Network Integration Services NI Pricing Schedule, or the Agreement terms. 
•	AT&T shall have the right to immediately discontinue or suspend the delivery of the affected Services (without liability to Customer or its Users) in the event that AT&T receives any direction, notification or instruction from any governmental authority to suspend or terminate the provision of Services to Customer. 
•	AT&T may also suspend the Service if in AT&T’s reasonable judgment AT&T believes that Customer or Customer’s User has engaged in conduct that has caused or may cause imminent harm, damage, losses or claims to AT&T’s facilities or Suppliers Network(s) (each a “Harmful Activity”).  In such case, AT&T will provide Customer with reasonable notice and opportunity, not less than twenty four (24) hours, to cure the Harmful Activity and may discontinue or suspend the delivery of affected Services after that time period.  AT&T shall resume Services after the conditions relating to Harmful Activity are cured.

4. Charges
	
The Service is charged to Customer based upon the concurrent call capacity Customer orders for the underlying AT&T IP Flexible Reach Service with a minimum order quantity of X concurrent calls per month (“Minimum Order Quantity”). 

Customer agrees to pay according to the payment schedules set forth below:

Table 4.1 – Payment Schedule (One Time Charge)	Currency: in USD
Item	One Time Charge	Payment
Service Establishment Charges – Managed Session Border Controller Service	$X.XX	100% invoiced upon the completion of the Service establishment


Table 4.2 - Payment Schedule (Monthly Recurring Charges) 	Currency in: USD
Items	Monthly Charge	Payment

Monthly Recurring Charges - Managed Session Border Controller Service
	$X.XX per SIP concurrent call	Monthly starting upon the Service Start Date
Monthly Charges – IPVoice Transport	$XX.XX per SIP concurrent call	Monthly starting upon the Service Start Date