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HomeMy WebLinkAboutBellsouth Business Services Master Agreement Augusta Richmond GA DOCUMENTNAME:~\ 'SOu.Yh \3u~ i he~CS Ser-Vl.c....e S ~ QS'\-er ~Y-e-eVY1e-~ DOCUMENT TYPE: A Cj'lee YYj -e n--\- YEAR: ~q BOX NUMBER: ~\ FILE NUMBER: \\ ~ ~ NUMBER OF PAGES: 5 .@ BELLSOU,TH BellSouth @ Business Services Master Agreer11ent This BellSouth@ Business SelVices Master Agreement (this "Agreement") is made and entered into as o~ U ,200 t/. by and between the undersigned BellSouth Company ("BeIlSouth"), located at 2180 Lake Boulevard, 7th Floor, Atlanta, Ge ia 30319, Attention: Di~ector - Contract Management (the "BellSouth Contact"); and the undersigned company Augusta, Georgia located at 530 Greene Street A-101, Augusta, GA 30911 Attention: Tameka Allen, Director, Information Technology. BellSouth and Customer may hereinafter be referred to individually as a "Party" or collectively as the "Parties." These terms and conditions ("Terms") govem the provision by BellSouth Telecommunications Inc. or BellSouth MNS, Inc. ("BeIlSouth") and the use by the customer ("Customer") of the BellSouth@ Business Services family of Internet-related and managed services, including but not limited to, all dial-up and dedicated Internet access services, web hosting, managed equipment services, managed network services, managed security services, and Network VPN, including any BellSouth-provided equipment or software (referred to separately herein as "Equipment" and "Software," respectively) located on Customer's premises or at Customer's location(s) for use in connection with such services and including any network consulting, design, monitoring, management, maintenance, or other services that may be provided in connection with Customer-supplied networks or equipment as part of the BellSouth Business Services (collectively referred to herein as the "Services"). References in these Terms to "Customer" include individuals authorized by Customer to use the Services, except where the context clearly requires otherwise. By ordering and using the Services or any portion thereof, Customer agrees as follows: 1. The SelVices. BellSouth will operate the Services in accordance with its standard policies and procedures and applicable Service Descriptions, incorporated herein by reference, and as described in further detail in the ordering document(s) ("Orders") submitted by Customer and accepted by BellSouth. BellSouth shall have the right to access Customer's Services for the purpose of performing such repairs or reconfiguration or confirming Customer's compliance with its obligations with respect to the Services In accordance to Request for Proposal (RFP) 03-135, Internet Services for Augusta. 2. Term. Customer's agreement for the use of the Services will be in effect from the date of installation and activation of Customer's Service ordered under the applicable Order with an option to renew for four (4) one year additional periods of service at pricing that is mutually agreed upon and, unless terminated earlier as set forth herein, shall continue thereafter for the minimum term, if any, set forth in such Order. The term of each subsequent Order shall be co-terminous with the initial Order, unless otherwise provided for in such subsequent Order. 3. Rates and Charges. The rates and charges payable by Customer for the Services shall be as set forth in the Customer's Order(s) that have been accepted by BellSouth. If Customer has elected a minimum term for the Services in its Order then the rates for the Services in effect at the time of the Order shall remain in effect for the duration of such minimum term (unless otherwise provided in such Order). If no minimum term is specified in such Order, or if the Services continue beyond such minimum term without execution by both Parties of an extension to such Order, the Services will be provided on a month-to-month basis at the then prevailing month-to-month rates for the Services until either Party gives the other at least thirty (30) days written notice of termination of the Services. Customer will be invoiced monthly for usage of the Services. BellSouth must receive payment by the date stated on the invoice. Customer will payor reimburse BellSouth for any and all sales and use taxes. duties, or levies imposed by any authority, government, or government agency (other than taxes levied on BellSouth's net income) in connection with Customer's usage of the Services unless it is determined that customer as a govemmental agency is tax exempt. 4. Equipment. If provision of the Services requires the placement by BellSouth of Equipment at Customer's location, Customer shall provide (or make arrangements to provide) adequate space and a reasonable installation and operating environment for such Equipment, including electrical power, at no charge to BellSouth. Customer shall provide access to such Equipment by BellSouth and its representatives for the purpose of repairing, replacing, maintaining or otherwise using or servicing the Equipment and for removing the Equipment upon termination of the Services. All such Equipment shall remain the property of BellSouth or its suppliers, and no right, title, or interest in the Equipment shall pass to Customer. Customer agrees that the Equipment is and shall remain personal property even though it may become attached to realty. Customer shall not sell, assign, sublet, or otherwise encumber or allow a lien or claim upon or against the Equipment by any action of Customer or any party claiming by, through, or under Customer. Customer shall not move the Equipment from its place of installation or make, or permit any other party to make, any repairs or alterations to any Equipment without BellSouth's prior written consent. Customer shall be responsible for the cost of repairing or replacing any Equipment lost, stolen or damaged while at Customer's premises and for returning (i.e., permitting BellSouth to recover possession of) all Equipment in the same condition as when installed at Customer's premises (reasonable wear and tear excepted) upon termination of the Services for any reason. 5. Other SelVices and Software. The Services may include dedicated or dial-up Internet Protocol connectivity to BellSouth's local Internet networks and to the global Internet, as well as access or connectivity to any of the information sources or services that may be provided by BellSouth or be available from other service providers participating in, connected to or accessible through BellSouth's Services or the global Internet but which are not part of the Services being purchased hereunder. Separate charges may be applicable to some of these additional services and may appear on Customer's bill from BellSouth,: or the providers of such services may bill them to Customer separately. A third party Global Service Provider (GSP) provides a roaming capability in conjunction with dial-up Bellsouth Business Internet Services that allows users (subject to any applicable roaming surcharge) to dial the local numbers of GSP-provided POPs to reach the BellSouth Business Internet Service while outside of the BellSouth Business Internet service areas. If Custom~r or its users elect to use such GSP local access (or Customer purchases a service plan which has such GSP local access included in the price), Customer will be charged by the GSP and may see a separate charge for such service on its bill. Such GSP local access service is provided by the GSP!on the GSP's terms and conditions and at the prices or surcharges set forth in the applicable Customer's Order. Use by Customer and any individual authorized users of Customer of BellSouth's other services and any browser or other Software provided by BellSouth shall be subject to BellSouth's standarj' terms and conditions for such services as well as the applicable software license terms that are provided with such Software. 6. Customer's Responsibilities. (a) As between Customer and BellSouth, Customer is responsible for (i) assuring that its authorized users comply with the provisions of these Terms and that unauthorized persons do not gain access to or use the Services through user names, passwords, or other identifiers assigned to Customer pursuant to these Terms; (ii) providing any equipment and software that may be necessary for the use of the Services by Customer (in addition to any CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Page 1 of 5 g:~:ome('4t?J- , Version 7/2003 @ BELLSOUTH Equipment and Software that may be placed at Customer's location(s) or otherwise provided or used by BellSouth for its provision of the Services); (iii) timely payment of all charges for usage of the Services applicable to its account whether or not by authorized users or for authorized purposes; and (iv) performing its other obligations under these Terms. Customer shall not use the Services in any way that would be or would assist any third party to be in violation of any law, these Terms, or any Acceptable Use Policy applicable to the Services. Customer shall not transmit or publish on or over the Services any information, software, or other content that violates or infringes upon the rights of any others or use the facilities and capabilities of the Services to conduct any business or activity or solicit the performance of any activity that is prohibited by law. Customer shall comply with all applicable laws, rules, and regulations in connection with the Services. (b) Customer shall provide such information and assistance as are reasonably requested by BellSouth for purposes of facilitating BellSouth's provision of Services to Customer. 7. Limitation and Disclaimer of Warranties. NEITHER BELLSOUTH NOR ANY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, OTHER THAN THOSE WARRANTIES (IF ANY) THAT ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS SERVICE AGREEMENT, ALL SUCH WARRANTIES BEING EXPRESSLY DISCLAIMED. 8. Limitation and Disclaimer of Liability. (a) BellSouth shall not be responsible for any use of the Services by Customer, its authorized users, or any third party. Without limiting the generality of the foregoing, BellSouth shall not be liable to Customer or any of Customer's users for any lost profits or other consequential damages, even if BellSouth has been advised of the possibility of such damages; any claim or other action against Customer by any third party (except as set forth in the section below on infringement); any act or omission of any other entity furnishing products and services that are used by Customer in connection with the Services or for failure of any products or services provided by Customer; or any damages or losses caused by the fault or negligence of Customer or Customer's failure to perform Customer's responsibilities. (b) NEITHER CUSTOMER NOR BELLSOUTH OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS SHALL HAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES SUFFERED BY THE OTHER OR ANY OTHER PARTY AS A RESULT OF THIS AGREEMENT OR EITHER PARTY'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, REGARDLESS OF WHETHER OR NOT SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL ALSO APPLY TO ALL CONTENT OR OTHER SERVICES AVAILABLE THROUGH THE SERVICE. CUSTOMER AGREES THAT CUSTOMER WILL NOT IN ANY WAY HOLD BELLSOUTH RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECTION WITH THE SERVICE. (c) In the event that a court should hold that the limitations of liabilities or remedies available as set forth in these Terms, or any portions thereof, are unenforceable for any reason, or that any of Customer's remedies under these Terms fail of their essential purpose, Customer expressly agrees that under no circumstances shall BellSouth's total liability to Customer or any party claiming by, through or under Customer for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including negligence, in the aggregate, exceed the amount of charges paid by Customer for use of the Services during the twelve-month period preceding the date such claim first arose. 9. Remedies of Customer. Customer's sole remedy for any failure or non-performance of the Services (including any associated Equipment, Software or other materials supplied in connection with the Services) shall be (i) for BellSouth to use commercially reasonable efforts to effectuate an adjustment or repair of the Services and, in the event such failure or non-performance results in Service downtime that exceeds the period of time specified in the applicable service level agreement portion (if any) of any applicable Order or Service Description and in accordance to response in RFP 03-135, to receive a refund or credit of or against any charges otherwise payable for the Services for the period of service downtime as provided for in the applicable service level agreement portion (if any) of any applicable Order or Service Description, or (ii) if such failure or non-performance results in Service downtime or degradation so substantial as to render the Service essentially unavailable to or unusable by Customer for normal use, to terminate the Services for default by BellSouth in the manner provided in these Terms. Unless specified to the contrary in any applicable service level agreement portion of any applicable Order or Service Description, the maximum credit for service downtime or other failure shall not exceed the total monthly bill to the Customer for the Services for the month in which such downtime or failure occurs. 10. Indemnification. (a) If promptly notified in writing of any action brought against Customer to the extent based on a claim that the Services infringe a United States patent, copyright, trademark, or other intellectual property right, BellSouth will defend that action at its expense and will pay any and all fees, costs or damages that may be finally awarded in that action or a settlement resulting from it provided that (i) Customer shall permit BellSouth to control the defense of such action and shall not make any compromise, admission of liability or settlement or take any other action impairing the defense of such claim without BellSouth's prior written approval, (ii) Customer shall cooperate with BellSouth in all reasonable ways to facilitate the settlement or defense of any claim or suit, and (iii) the claim or suit does not arise from Customer modifications, or from combinations of Services provided by a BellSouth Company with services and equipment provided by Customer or others, or from Customer's use of such Services other than in accordance with the applicable manufacturer's specifications. (b) If any Services becomes, or in BellSouth's opinion, is likely to become the subject of a claim of infringement, or a final injunction is obtained against Customer prohibiting usage of the Services by reason of such infringement, BellSouth will, at its option, either: (1) at its expense procure the right for Customer to continue using the Services or (2) direct Customer to cease using the Services. In the latter event, the Services shall terminate immediately. If the options set forth in this subsection are not reasonably available to BellSouth, then BellSouth may elect instead to return any amounts prepaid by Customer for the affected Services for any period after BellSouth directs Customer to cease such use. I (c) If promptly notified in writing of any action brought against BellSouth due to claims for infringement of patents, copyright, trademark, or other intellectual property rights, or due to any other claims or causes of action by third parties of any nature whatsoever, arising from the use in conhection with the Services of equipment, software or information not provided by BellSouth, or otherwise relating to or arising out of Customer's us~ of the Services, Customer will defend that action at its expense and will pay any and all fees, costs or damages that may be finally awarded in that actibn or a settlement resulting from it provided that (i) BellSouth shall permit Customer to control the defense of such action and shall not make any compromise, CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Page 2 of 5 Version 7/2003 g:~~om'''' ~i~lf @ BELLSOUTH ' admission of liability or settlement or take any other action impairing the defense of such claim wiihout Customer's prior written approval and (ii) BellSouth shall cooperate with Customer in all reasonable ways to facilitate the settlement or defense of any claim or suit. (d) For purposes of this Section 10, a Party will be deemed to have provided prompt notification to the other Party, if such written notification is made within seven (7) days of an action brought against either Party as addressed in this Section. 11. Force Majeure. BellSouth shall not be responsible for any delay or failure in delivery or performance of any of its duties hereunder due to acts of God, acts or omissions of any network or any other occurrence commonly known as force majeure, including war, riots, acts of terrorism, embargoes, strikes, or other concerted acts of workers, casualties or accidents, or any other causes or circumstances whether of a similar or dissimilar nature to the foregoing that prevent or hinder the delivery of the Services. BellSouth may cancel or delay performance hereunder for so long as such performance is delayed by such occurrence or occurrences, and in such event BellSouth shall have no liability to Customer. 12. Termination and Default. (a) BellSouth may, at its sole discretion, terminate any Customer Order and discontinue Customer's access to and use of the Services, if (i) Customer fails to pay any amount within thirty(30) days after written notice that the same is delinquent; or (ii) Customer breaches any of the material terms, conditions, obligations, or representations contained in these Terms, except for applicable Acceptable Use Policies, and does not cure such breach within thirty (30) days of notice of such breach; or (iii) Customer becomes the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization, or liquidation proceeding, makes an assignment for the benefit of creditors, or admits in writing its inability to pay debts when due, or (iv) Customer's equipment or use of the Services interferes with the Services or any other user. Although BellSouth reserves the right to immediately suspend or terminate Service in the event of repeated or flagrant violations of its Acceptable Use Policy, incorporated herein by reference, BellSouth's preferred course of action under this Section 12(a)(iv) is to allow Customer an opportunity to cease such interference before Service termination occurs. In addition, if BellSouth reasonably determines that the continuation of the Services has become impractical or unfeasible for any technical, legal, regulatory, or other reason, BellSouth may terminate the Services with at least thirty (30) days prior notice if reasonably practical. (b) If Customer has elected a minimum term for the Services and then cancels its Services or any portion thereof, or has its Services or any portion thereof terminated as provided above, prior to the expiration of such minimum term, Customer shall be obligated to pay BellSouth a termination charge equal to the amount (if any) specified in the applicable Order; otherwise the termination charge shall be equal to 50% of the total monthly charges (other than variable usage charges) that would have become due for the remainder of the scheduled minimum term if such cancellation had not occurred. Such termination charge shall be paid to BellSouth within thirty (30) days after such cancellation by Customer. (c) If BellSouth breaches any of these material Terms and fails to cure such breach within thirty (30) days after written notice of such breach, Customer may (as its sole remedy except for any credits that may be payable for downtime as provided elsewhere herein) terminate its Services by written notice to BellSouth, without obligation for any early termination charges otherwise payable hereunder. 13. Use of Materials, Marks and Information. (a) Customer may use, copy and distribute the materials found on the Services for intemal, noncommercial, informational purposes only. Except as authorized in this paragraph, Customer is not being granted a license under any copyright, trademark, patent or other intellectual property right in the material or the products, services, processes or technology described therein. All such rights are retained by BellSouth, its applicable affiliates or any third party owner of such rights. Customer shall have no ownership or property rights in the Services or in any documentation provided in connection with the Services. Customer may make copies of such documentation solely for use in connection with its authorized use of the Services, and all such copies shall include all copyright, trademark and other proprietary notices appearing in the original documentation. Upon the termination of the Services to Customer, Customer shall return all copies of the documentation to BellSouth or certify destruction of such documentation. (b) The company names and logos and all related product and service names, design marks and slogans of each Party are the property of the respective Party or its affiliates. Neither Party is authorized to and shall not use any name or mark of the other Party in any advertising, publicity or in any other commercial manner without the prior written consent of the other Party. (c) All product and service marks contained on or associated with the Services that are not BellSouth marks are the trademarks of their respective owners. References to any names, marks, products or services of third parties or hypertext links to third party sites or information do not necessarily constitute or imply BellSouth's endorsement, sponsorship or recommendation of the third party, information, product or service. 14. Confldentlallnformation Not withstanding any provision herein to the contrary BellSouth Telecommunications, Inc. and Augusta acknowledges that this Agreement and certain documentation related here to may be subject to the Georgia Open Records Act (O.C.GA 950-18-70, et seq. BellSouth Telecommunications, Inc. shall cooperate fully in responding to such request and shall make all records, not exempt, available for inspection and copying as required by law. BellSouth Telecommunications, Inc. shall notify Augusta immediately of any Open Records request arising out of this contract and shall provide to Augusta a copy of any response to the same. (a) Except as set forth in this Section, or as otherwise expressly provided in this Agreement, each Party agrees that (i) all information communicated to it by the other and identified and marked as "confidential," whether before or after the date hereof, (ii) all information identified as confidential to which it has access in connection with the Services and Equipment, and (iii) this Agreement and the Parties' rights and obligations hereunder (collectively, "Confidential Information"), will be, and will be deemed to have been, received in confidence and will be used only for purposes of this Agreement. Each Party agrees to use the same means it uses to protect its own confidential information, but in no event less than reasonable means, to prevent the disclosure and protect the confidentiality of Confidential Information. No Confidential Information will be disclosed by the recipient Party without the prior written consent of the disclosing Party; provided, however, that each Party may disclose this Agreement and any disclosing Party's Confidential Information to those who are employed or engaged by the recipient Party, its agents or those of its affiliates who have a need to have access to such information in connection with their employment or engagement, provided the recipient Party notifies such persons of the obligations set forth in this Section and such persons agree to abide by such obligations. (b) The obligations set forth in subsection 14 (a) above will not prevent any Party from disclosing or using information that belongs to such Party or (i) is already known by the recipient Party without an obligation of confidentiality, (ii) is publicly known or becomes publicly known through no unauthorized act of the recipient Party, (iii) is rightfully received from a third party, (iv) is independently developed without use of the disclosing Party's Confidential Information or (v) is disclosed without similar restrictions to a third party by the Party owning the Confidential Information. If Confidential Information is required to be disclosed pursuant to law, regulation, tariff or a requirement of a governmental authority, or in connection with an arbitration or mediation, CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Page 3 of 5 Version 7/2003 , @'SELLSOUTH such Confidential Information may be disclosed pursuant to such requirement so long as the Party required to disclose the Confidential Information, to the extent possible, provides the disclosing Party with timely prior notice of such requirement and coordinates with the disclosing Party in an effort to limit the nature and scope of such required disclosure. Upon written request at the expiration or termination of an Attachment or Order, all Confidential Information (and all copies thereof) (if previously received by each Party) will be returned to the disclosing Party or will be destroyed, with written certification thereof being given to the disclosing Party. The provisions of this Section will survive the expiration or termination of any Order, Attachment and this Agreement for any reason. (c) Confidential Information will not include any feedback, data, answers, questions, comments, suggestions, ideas or the like, that Customer sends to any BellSouth Company relating to the Services or Equipment, unless Customer identifies it as Confidential Information. BellSouth assumes no obligation to protect such information from disclosure and will be free to reproduce, use, and distribute the information to others without restriction. BellSouth will also be free to use any ideas, concepts, know-how or techniques contained in such information or developed by them, for any purpose whatsoever including but not limited to developing, manufacturing and marketing Services and Equipment incorporating such information. Nothing contained in this Section restricts the right and ability of BellSouth to use information concerning the execution of this Agreement and the provision of the Services and Equipment to Customer in internal publications. 15. Dispute Resolution - Independent Mediation. The Parties agree to submit to non-binding mediation all disputes, not resolved through negotiations, arising out of or related to this Agreement (whether based in contract, tort, statute, fraud, misrepresentation or any other legal or equitable theory), including any dispute based on any service or advertising related to this Agreement, before taking such disputes to litigation. All claims, disputes and other matters in question between BellSouth and Augusta arising out of or relating to this agreement, or the breach thereof, shall be decided under Georgia Law. The parties through the execution of this agreement, specifically consent to the jurisdiction and venue in Richmond County Georgia, and waive any right to contest the jurisdiction and venue in the Superior Court of Richmond County, Georgia. 16. General. (a) Except as set forth herein, Customer may not assign or transfer any of its rights, duties, or obligations with respect to the Services without BellSouth's written consent, which consent shall not be unreasonably withheld or delayed. Any attempted assignment or transfer without the written consent of BellSouth shall be void. Notwithstanding the foregoing, BellSouth may assign, delegate or otherwise transfer its rights or obligations hereunder, in whole or in part, at any time or subcontract the performance of any of its obligations under this Agreement. (b) Neither Party may bring an action, regardless of form, arising out of the Services or these Terms more than two years after the cause of action arose. (c) This Contract, together with all Attachments and any Orders placed hereunder, constitutes the entire agreement between BellSouth and Customer relating to this Contract and the Services performed hereunder, supersedes any prior written or verbal proposals, agreements, understandings or other discussions respecting the same, and may not be modified or amended other than by a written instrument executed by both Parties. (d) These Terms and the Services shall be governed by the laws of the State of Georgia, without regard to its conflict of laws provisions. If any provision or provisions hereof shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected or impaired thereby. (e) No failure on the part of either Party to exercise any right or remedy arising directly or indirectly under this Agreement will operate as a waiver of any right or remedy it may have, nor will an exercise of any right or remedy by either Party preclude any right or remedy otherwise available to such Party. (f) The headings used in this Agreement are for convenience only and do not affect the meaning or interpretation of this Agreement. (g) Except as otherwise specifically stated in this Agreement, the provisions of this Agreement are for the benefit of the Parties hereto and not for any other person. 17. Notices. All notices under this Contract will be in writing and will be deemed to have been duly given if delivered personally or by courier service, faxed or mailed by registered or certified mail, return receipt requested, postage prepaid, to the Parties at the addresses set forth above. All notices under this Contract that are addressed as provided herein will be deemed given (a) upon delivery, if delivered personally or by courier service, (b) when confirmed, if delivered by facsimile, and (c) on the fifth (5th) business day after the day it is deposited in a regular depository of the United States mail, if delivered by mail in the manner described above. Either Party may change its address or respective contact for notification purposes by giving notice to the other of the new address or designee and the date upon which such change will become effective. CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Page 4 of 5 Version 7/2003 . . @ BELLSOL!TH . IN WITNESS WHEREOF, BellSouth and Customer have caused this Contract to be executed and delivered by their duly authorized representatives, effective upon execution by Customer and acceptance by BellSouth. The undersigned warrant and represent that they have the authority to bind Customer and BellSouth to this Agreement. By: Name: Title: Date: By: Name: Title: Date: By: ~c.') '" A. G rN V\ ~ 51.(""' (Print or Ty, ) If'<\. ~ C\.~ -er T~0-\. '- c. 6l r ~ (J "'-j Ll\\~'\)\.\ Name: Title: H"ri ~ /,~J Date: (Print or Type) CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION Page 5 of 5 Version 7/2003 ( ~Si-c~~