Sample Business Contracts

Special Service Arrangement Agreement - BellSouth Telecommunications Inc. d/b/a BellSouth Co. and InterCept Communications Technologies

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                                SPECIAL SERVICE
                             ARRANGEMENT AGREEMENT

This Special Service Arrangement Agreement ("Agreement") is by and between
BellSouth Telecommunications, Inc., a Georgia corporation, d/b/a BellSouth,
Subscriber"), and is entered into pursuant to Tariff Section A5 of the General
Subscriber Services Tariff. This agreement is based upon the following terms and
conditions as well as any Attachment(s) affixed and the appropriate lawfully
filed and approved tariffs which are by this reference incorporated herein.

     1.  Subscriber requests and Company agrees, subject to the terms and
conditions herein, to provide the service described in the Attachment(s) at the
monthly and nonrecurring rates, charges, and conditions as described in the
Attachment(s) ("Service"). The rates, charges, and conditions described in the
Attachment(s) are binding upon Company and Subscriber for the duration of this
Agreement. For the purposes of the effectiveness of the terms and conditions
contained herein, this Agreement shall become effective upon execution by both
parties. For purposes of the determination of any service period stated herein,
said service period shall commence the date upon which installation of the
service is completed.

     2.  Subscriber agrees to subscribe to and Company agrees to provide any
additional tariffed services required for the installation of the Service.
Subscriber agrees to be responsible for all rates, charges, and conditions for
such tariffed services.

     3.  This agreement is subject to and controlled by the provisions of
Company's or any of its affiliated companies' lawfully filed tariffs, including
but not limited to Section A2 of the General Subscriber Services Tariff and No.
2 of the Federal Communications Commission Tariff and shall include all changes
to said tariffs as may be made from time to time. All appropriate tariff rates
and charges shall be included in the provision of this service. The tariff shall
supersede any conflicting provisions of this Agreement, with the exception of
the rates and charges herein, in the event any part of this Agreement conflicts
with terms and conditions of Company's or any of its affiliated companies'
lawfully filed tariffs.

     4.  This Agreement may be subject to the appropriate regulatory approval
prior to commencement of installation.  Should such regulatory approval be
denied, after a proper request by Company, this Agreement shall be null, void,
and of no effect.

     5.  If Subscriber cancels this Agreement prior to the completed
installation of the Service, but after the execution of this Agreement by
Subscriber and Company, Subscriber shall pay all reasonable costs incurred in
the implementation of this Agreement prior to receipt of written notice of
cancellation by Company. Notwithstanding the foregoing, such reasonable costs
shall not exceed all costs which would apply if the work in the implementation
of this Agreement had been completed by Company.

     6.  The rates, charges, and conditions described in the Attachment(s) may
be based upon information supplied to Company by the Subscriber, including but
not limited to forecasts of growth. If so, Subscriber agrees to be bound by the
information provided to Company. Should Subscriber fail to meet its forecasted
level of service requirements at any time during the term of this Agreement,
Subscriber shall pay all reasonable costs associated with its failure to meet
its projected service requirements.

     7.  If Subscriber cancels this Agreement at any time prior to the
expiration of the service period set forth in this Agreement, Subscriber shall
be responsible for all termination charges. Unless otherwise specified by
tariff, termination charges are defined as all reasonable charges due or
remaining as a result of the minimum service period agreed to by Company and
Subscriber and set forth in the Attachment(s).

     8.  This Agreement shall be construed in accordance with the laws of the
State of _________.

     9.  Except as otherwise provided in this Agreement, notices required to be
given pursuant to this Agreement shall be effective when received, and shall be
sufficient if given in writing, hand delivered, or United States mail, postage
prepaid, addressed to the appropriate party at the address set forth below.
Either party hereto may change the name and address to whom all notices or other
documents required under this Agreement must be sent at any time by giving
written notice to the other party.

BellSouth Telecommunications, Inc.
Assistant Vice President
1800 Century Blvd., Suite 300
Atlanta, GA 30345


     10. Subscriber may not assign its rights or obligations under this
Agreement without the express written consent of Company and only pursuant to
the conditions contained in the appropriate tariff.

     11. In the event that one or more of the provisions contained in this
Agreement or incorporated within by reference shall be invalid, illegal, or
unenforceable in any respect under any applicable statute, regulatory
requirement or rule of law, then such provisions shall be considered inoperative
to the extent of such invalidity, illegality, or unenforceability and the
remainder of this Agreement shall continue in full force and effect.

     This contract is subject to the approval of the Kentucky Public Service
Commission. In the event the Commission should modify any rate or provision of
this agreement, the Customer will have the option of accepting the
modification(s) or of canceling the contract. If accepted, billing will be
rendered from the installation date.

     This rate is valid through: _________.

     Estimated service interval following acceptance date: Negotiable weeks.

     Service description:
         This Contract Service Arrangement provides for intraLATA Frame Relay
         service and Broadband
         Exchange Line-Fast Packet Option (FPO) service.

     This contract is on a thirty-seven to sixty month basis with a thirty-seven
month minimum service period.  The service period for this agreement shall be
_______  months.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives on the dates set forth below.

Accepted by:

Subscriber:                                  BellSouth Communications, Inc.

By:    _____________________________         By:     _________________________
       Authorized Signature                          Authorized Signature

Title: _____________________________         Title:  _________________________

Date:  _____________________________         Date:   _________________________

Attachment:  Rates and Charges for Customer Connection to Frame Relay, Broadband
             Exchange Line, Broadband Exchange Line Extension, and Committed
             Information Rate

               Schedule to Special Service Arrangement Agreement
      for Frame Relay Services between BellSouth Telecommunications, Inc.
                   and Intercept Communications Technologies

Intercept Communications Technologies has entered into identical agreements with
BellSouth Telecommunications for frame relay services in the States of Alabama,
Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South
Carolina and Tennessee