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.