AT&T Asynchronous Transfer Mode Service Order Attachment between AT&T Corp. and Easylink Services Corp.

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Summary

This agreement is between AT&T Corp. and Easylink Services Corp. for the provision of AT&T's Asynchronous Transfer Mode (ATM) Service. The contract outlines the terms under which AT&T will deliver ATM network services to Easylink, including service descriptions, pricing, and conditions for extension or termination. The initial term is 36 months, with options for extension or early termination under specified conditions. Both parties have agreed to the terms, and the agreement includes provisions for charges in the event of early termination.

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EX-10.2 3 b331969_ex10-2.txt AT&T ASYNCHRONOUS TRANSFER MODE SERVICE Exhibit 10.2 Omitted information, for which [ * ] has been substituted herein, has been omitted pursuant to a request for confidential treatment and such information has been filed separately with the office of the Secretary of the Securities and Exchange Commission. AT&T Master Agreement No.: _______________ Master Agreement Effective Date: _______________ AT&T Asynchronous Transfer Mode Service Service Order Attachment
- ------------------------------------------ ----------------------------------------- ---------------------------------------- CUSTOMER Legal Name ("Customer") AT&T Corp. (or enter AT&T signing entity) AT&T Sales Contact Name ("AT&T") Primary Contact - ------------------------------------------ ----------------------------------------- ---------------------------------------- Easylink Services Corp AT&T Corp. Larry Bagley - ------------------------------------------ ----------------------------------------- ---------------------------------------- CUSTOMER Address AT&T Corp. Address and Contact AT&T Sales Contact Information - ------------------------------------------ ----------------------------------------- ---------------------------------------- Street Address: 33 Knightsbridge Rd 55 Corporate Drive Street Address 32 Avenue of Americas City: Piscataway Bridgewater, New Jersey 08807 City: New York State/Province NJ State/Province NY Country: United States AtIn Master Agreement Support Team Domestic/International Zip Code: 10013 Domestic/International Zip Code: 08854 Telephone ###-###-#### url http://ma.kweb.att.com/ Email labagley Sales/Branch Manager: Maryann Allen Sales Strata (if applicable): Wholesale Sales Region Northeast - ------------------------------------------ ----------------------------------------- ---------------------------------------- CUSTOMER Contact AT&T Address and Contact (if signing AT&T Authorized Agent Information entity other than AT&T Corp.) (if applicable) Primary Contact - ------------------------------------------ ----------------------------------------- ---------------------------------------- Name George Frylinck Name Title Vice President Agent Company Name: Telephone: 732 ###-###-#### Agent Address Fax City: Email: ***@*** State Domestic/International Zip Code: Telephone: Fax Email Agent Auth Code - ------------------------------------------ ----------------------------------------- ---------------------------------------- CUSTOMER Billing Address - ------------------------------------------ ----------------------------------------- ---------------------------------------- Street Address: 33 Knightsbridge Rd City: Piscataway State/Province NJ Domestic Zip Code: 08854 - ------------------------------------------ ----------------------------------------- ----------------------------------------
This Service Order Attachment (and its schedules) is part of the Agreement between AT&T and Customer referenced above. In the event of a conflict among terms, the order of descending priority shall be this Service Order Attachment, the Agreement's general terms and conditions, and the AT&T Service Guide. Customer hereby places an order for: |X| New ATM Attachment |_| Amendment Number _ to existing ATM Attachment Existing Attachment or contract termination: |_| Check here and identify any AT&T ATM Attachment or other AT&T Attachment or contract being terminated in conjunction with this order. Also specify the Attachment No. or contract execution date. (Note: Charges may apply as specified in the Attachment or contract being terminated.) Attachment or contract ____________ Attachment No. or contract execution date ____ ____________ ================================================================================ AGREED AGREED Easylink Services Corp AT&T Corp. By: /s/ G. R. Frylinck By: /s/ Maryann Allen ------------------------------ ------------------------------- (Authorized Signature) (Authorized Signature) George R. Frylinck Maryann Allen - ---------------------------------- ----------------------------------- (Typed or Printed Name) (Typed or Printed Name) Vice President General Manager - ---------------------------------- ----------------------------------- (Title) (Title) 26 April 2004 26 April 2004 - ---------------------------------- ---------------------------------- (Date) (Date) AT&T and Customer Proprietary AT&T Asynchronous Transfer Mode Service Page 1 of 3 AT&T Master Agreement No.: _______________ Master Agreement Effective Date: _______________ Omitted information, for which [ * ] has been substituted herein, has been omitted pursuant to a request for confidential treatment and such information has been filed separately with the office of the Secretary of the Securities and Exchange Commission. AT&T Asynchronous Transfer Mode Service Service Order Attachment 1. THE SERVICE A. AT&T will provide the following Service to Customer under this Attachment. The service descriptions and other provisions relating to the Service will be as set forth in this Attachment, the Agreement's general terms and conditions, and the appropriate sections of the Service Guide. Except to the extent that credits, waivers, discounts and stabilized prices are specified in this Attachment, pricing for the Service will be as set forth in the Service Guide. o AT&T Asynchronous Transfer Mode Service 2. DEFINITIONS Capitalized terms used but not defined in this Attachment are defined elsewhere in the Agreement. A. "AT&T CPE" means equipment provided under this Attachment by AT&T or its suppliers and located on Customer's premises. B. "Effective Date" is the date on which the last party signs this Attachment. C. "Service" means collectively all of the service components Customer orders under this Attachment, as more fully described in the Service Guide. D. "Service Guide" consists of the standard AT&T service descriptions, pricing and other provisions, as revised by AT&T from time to time, relating to Service offered under this Attachment. The Service Guide is located at http://www.att.com/abs/serviceguide or such other AT&T designated location. 3. TERM AND TERMINATION A. The term of this Attachment ("Attachment Term") shall begin on the Effective Date and continue for [36] months. After the Attachment Term, this Attachment shall continue in effect on a month-to-month basis under the terms of the Agreement until terminated by either party upon thirty (30) days prior written notice. The Attachment Term may be extended by Customer for an additional one-year period at the rates, terms and conditions then in effect under this Attachment, provided AT&T receives Customer's written notice to extend at least 45 days prior to the last day of the original Attachment Term. B. Customer may terminate this Attachment during the Attachment Term without incurring a Termination Charge: (1) if Customer terminates this Attachment as permitted for cause, or (2) if Customer replaces this Attachment with a new Attachment with AT&T for data services: (i) having a new term equal to or greater than the remaining term commitment under this Attachment, but not less than [361 months, and (ii) a revenue commitment that is equal to or greater than the total revenue commitment under this Attachment. However, in either case Customer agrees to pay all charges incurred as of the termination date. C. Customer may terminate this Attachment for convenience by giving AT&T at least thirty (30) days' prior written notice and paying the applicable charges set forth in Section 3.D. D. In the event of a termination of this Attachment either by Customer for its convenience or by AT&T as permitted for cause under the Agreement, then Customer must pay: (i) all charges incurred as of the effective date of termination, (ii) waived Port and PVC installation charges for Ports and PVCs which have not met the applicable Minimum Retention Period as of the termination date, (iii) all access facilities termination charges and other third party charges incurred by AT&T due to the termination, (iv) the remaining charges associated with any AT&T CPE, and (v) if there is a MARC under this Attachment, a Termination Charge equal to 35% of the unsatisfied MARC for the year in which the Customer discontinues this Attachment and 35% of the MARC for each year remaining in the Attachment Term. 4. REVENUE COMMITMENTS The discounts in Section 5 are based on a Minimum Annual Revenue Commitment ("MARC") under this Attachment. Customer's total undiscounted Monthly Charges ("Covered Charges") are counted towards the MARC. --------------- ---------------------- YEAR ATM MARC --------------- ---------------------- 1 $0.00 --------------- ---------------------- 2 $0.00 --------------- ---------------------- 3 $0.00 --------------- ---------------------- At the end of each year of the Attachment Term, if the total Covered Charges for that year are less than the MARC for that year, Customer will be billed a shortfall charge equal to the difference between the MARC and the Covered Charges, less the discount. 5. DISCOUNTS The discounts in the table below will apply to Customer's total undiscounted Monthly Charges ("Covered Charges") for the specified Services. - ---------------- ------------- Covered Discount Charges Applied - ---------------- ------------- [*] [*] [*] [*] [*] [*] - ---------------- ------------- [*][*] [*] - ---------------- ------------- [*] [*] - ---------------- ------------- [*] [*] - ---------------- ------------- [*] [*] - ---------------- ------------- [*] [*] - ---------------- ------------- AT&T and Customer Proprietary AT&T Asynchronous Transfer Mode Service Page 2 of 3 AT&T Master Agreement No.: _______________ Master Agreement Effective Date: _______________ AT&T Asynchronous Transfer Mode Service Service Order Attachment 6. CREDITS AND WAIVERS WAIVERS (Except DSL Access Ports) AT&T will waive the Installation Charge for any Port or PVC that remains in service for at least [*] ("Minimum Retention Period"). Customer agrees to pay the Installation Charge if a Port or PVC does not remain in service for the Minimum Retention Period. DSL ACCESS PORT WAIVER AT&T will waive the DSL Access Port Installation Charge for any DSL Access Port that remains in service for [*] ("Minimum Retention Period"). Customer agrees to pay the Installation Charge if a DSL Access Port does not remain in service for the Minimum Retention Period. RECURRING CHARGES WAIVER AT&T will waive Customer's discounted Covered Charges [*] of the Attachment Term. Customer agrees to pay these waived charges if Customer terminates this Attachment for any reason prior to the end of the Attachment Term. 7. AT&T CPE If AT&T installs AT&T CPE on Customer's premises for the purpose of enabling AT&T to provide the Service to Customer, Customer will have no right, title, or interest in such AT&T CPE. Customer shall keep the AT&T CPE free from all liens, charges, and encumbrances. Customer is liable for damage to or loss of AT&T CPE (including damage or loss caused by force majeure events) except to the extent caused by AT&T or its suppliers. 8. DSL Access Port If DSL Access Port components are no longer available to AT&T on commercially reasonable terms, AT&T may terminate Enhanced DSL Access to Frame Relay Service provided under this Attachment, without liability, upon sixty (60) days' prior written notice to Customer. 9. RATES 9.1 The recurring and non-recurring charges for the following AT&T ATM Services provided under this Attachment shall be as specified in the Service Guide and are stabilized for the Attachment Term. o Domestic ATM, Local ATM, and Enhanced DSL Access to FRS with a rate effective date of 10/20/2003 o International End-to-End ATM with a rate effective date of 09/20/2003 9.2 The recurring and non-recurring charges for Domestic FRS/ATM Interworking, Local FRS/ATM Interworking, and International Service Interworking Ports and PVCs [*] Domestic FRS, Local FRS, and International FRS, respectively, as specified in Customer's contract agreement for Frame Relay Service, or if Customer does not have a contract agreement for Frame Relay Service, the AT&T Business Service Guide for Frame Relay Service. 9.3 The following charges are in lieu of the corresponding charges in the Service Guide and are stabilized for the Attachment Term. - -------------------------- ----------------------- [*] [*] - -------------------------- ----------------------- [*] [*] - -------------------------- ----------------------- [*] [*] - -------------------------- ----------------------- AT&T and Customer Proprietary AT&T Asynchronous Transfer Mode Service Page 3 of 3