INSIDE WIRE MAINTENANCE
MASTER SERVICES AGREEMENT
This MASTER SERVICES Agreement (“Agreement”) is made and entered into on the ___day of ______, 2003 by and between (enter Sprint Company Name) “Sprint” and (enter Customer name)”CLEC”.
WHEREAS, CLEC desires to, from time to time during the term of this Agreement engage Sprint on a nonexclusive basis, to provide certain support services in connection with the provision of INSIDE WIRE maintenance and installation services, as outlined in this Agreement and the attachments hereto, to CLEC, or to end-user customers on behalf of CLEC, pursuant to this Agreement; and
WHEREAS, Sprint desires to provide, on a nonexclusive basis, support services to CLEC or, if so designated by CLEC, to end-user customers on CLEC’s behalf, as CLEC may reasonably request from time to time hereunder.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions
Terms in this Agreement which are capitalized shall have the meanings set forth in this Section 1 for all purposes in connection with this Agreement.
A. “DISCLOSING PARTY” shall mean that party to this Agreement which, in any particular instance, discloses PROPRIETARY INFORMATION to the other party.
B. “INSIDE WIRE” shall mean the telephone wire or cable, along with necessary incidental supplies associated therewith and excluding Customer Premise Equipment, located within the end user’s contiguous premise on the end user’s side of NID (NETWORK INTERFACE DEVICE) or other distinguishable point of demarcation.
C. “NETWORK INTERFACE DEVICE (NID)” is a device installed by the telephone company at the demarcation point between the end user’s premise and the telephone company outside plant facilities to link the customers premise wiring to the outside plant facilities of the telephone company. In the event that a NID is not present, Sprint shall designate another distinguishable point of demarcation to serve in its stead.
D. “OFF-PREMISES EXTENSION is an extension of the basic line to a premises separated from the primary service location by any public roadway or thoroughfare.
E. “PREMISE INELIGIBLE” shall be used to define those individual premises determined by a Sprint Technician, in his or her discretion, to contain non-standard, ineffectual or faulty inside wiring. If a premise is identified as such, INSIDE WIRE Maintenance service shall be discontinued immediately. Absolutely no repair shall be conducted on these premises under this contract.
F. “PROPRIETARY INFORMATION” shall mean any: (1) information or data, in any form (including but not limited to Software), which is either a trade secret of the DISCLOSING PARTY, or in which the DISCLOSING PARTY, holds any form of intellectual property right, whether or not conspicuously marked to indicate its confidential or proprietary nature; or (2) general business information, in any form not readily available to the public which is of a nature that a reasonably prudent businessperson would normally consider confidential, regarding the conduct of business of the parties or end-user customers (whether or not marked to indicate its nature); or (3) information regarding actual or potential future business and/or plans of a party (whether or not marked to indicate its nature) which is not in the public domain; or (4) TECHNICAL INFORMATION as defined in this Agreement (whether or not conspicuously marked to indicate its confidential or proprietary nature).
G. “RECEIVING PARTY” shall mean that party to the Agreement, which, in any particular instance, receives Proprietary Information.
H. “RESIDENTIAL AND SINGLE LINE BUSINESS” for the purposes of this contract, residential service shall be defined as; “A class of exchange service furnished to an individual at a residence or place of dwelling where the actual or obvious use of the service is for domestic purposes” while single line business service shall be defined as; “A class of exchange service furnished to individuals whose use of the service is primarily or substantially of a business, professional or occupational nature in the form of a single telephone line.” For those single line business subscribers located within a larger, multi-business dwelling, this agreement provides coverage for INSIDE WIRE maintenance within the physical boundaries of the business itself.
I. “RESOLD LINE” shall mean Sprint local telephone service purchased by CLEC from Sprint at wholesale rates and resold to CLEC’s end users.
J. “ROUTINE MAINTENANCE AND REPAIR SERVICE” shall mean the repair and replacement of INSIDE WIRE, modular jacks, and incidental supplies associated therewith (excluding any Customer Premise Equipment as that term is commonly known in the industry) on the end user’s side of the demarcation point. Such maintenance and repair shall be limited to defects which result from ordinary wear and tear and shall exclude damage which results from fire, earthquake, flooding, natural disasters, vandalism, intentional abuse and the like. Such services shall be further limited to RESIDENTIAL AND SINGLE LINE BUSINESS Resold Lines and at Sprint’s option, may exclude multi-dwelling units and Off-Premises Extensions. Such service shall include:
1. the performance of trouble diagnostic testing and necessary maintenance for the INSIDE WIRE and modular jacks on the CLEC’s customer’s side of the NID;
2. the performance of testing necessary to isolate any customer reported telephone trouble as located in the outside plant equipment of the telephone company or the end user’s inside wiring or customer owned equipment;
3. the performance of additional testing at the time of a service call to determine specifically whether the trouble is located in the end user’s INSIDE WIRE or equipment; and;
4. the performance of repair work and/or replacement of INSIDE WIRE, modular jacks along with necessary incidental supplies.
K. “TECHNICAL INFORMATION” shall mean all reports produced by Sprint in performing the services under this Agreement.
2. Scope
Sprint agrees to perform ROUTINE MAINTENANCE AND REPAIR SERVICE for INSIDE WIRE for CLEC’s customers and CLEC agrees to pay for said services as performed by Sprint as set out in this Agreement. Such services shall be limited to RESIDENTIAL AND SINGLE LINE BUSINESS Resold Lines. Such services will be performed for CLEC’s customers during Sprint normal business hours of service as provided to Sprint’s own customers. All requests for services hereunder must come from CLEC. Sprint will not accept requests for services as set forth in this Agreement directly from CLEC’s customers. CLEC is responsible for initial screening of requests for service from its customers to determine if the apparent problem is expected to be in the network outside of the CLEC’s customer’s premise or in the CLEC’s customer’s INSIDE WIRE. All sales of service to CLEC’s customers are the responsibility of CLEC and Sprint representatives shall have no obligation in this regard.
3. Service Options
A. Services shall be limited to RESIDENTIAL AND SINGLE LINE BUSINESS Resold Lines. CLEC shall have the option of selecting one of the following plans for the performance of the services by Sprint: CLEC must select one option or the other to validate contract (option 1 or 2 below).
1. CLEC may select that all of CLEC’s RESIDENTIAL AND SINGLE LINE BUSINESS customers in Sprint service territory are covered for said ROUTINE MAINTENANCE AND REPAIR SERVICE offering in which case CLEC shall pay to Sprint the fee of $3.45 per month per customer for the ROUTINE MAINTENANCE AND REPAIR SERVICES set forth herein. Ordering (SAE) Code AAAHWRE (CL1)
2. CLEC may select that only a portion of CLEC’s RESIDENTIAL AND SINGLE LINE BUSINESS customers in Sprint service territory are covered for said service offering in which case CLEC shall pay to Sprint the fee of $4.45 per month per customer for the ROUTINE MAINTENANCE AND REPAIR SERVICES set forth herein. Ordering (SAE) Code AAAHWRE (CL3)
OPTION SELECTED ______INITIALS ______
B. Sprint will also provide the additional services of INSIDE WIRE Installation for such of CLEC’s RESIDENTIAL AND SINGLE LINE BUSINESS customers in Sprint service territory that are covered by one of the options set forth in A above. INSIDE WIRE Installation services will be performed on a time and materials basis as follows:
1. Sprint agrees to perform INSIDE WIRE Installation services on specific projects or tasks which may be requested by CLEC from time to time during the term of this Agreement, pursuant to a written Local Service Request (“LSR”). Each LSR shall become effective upon execution thereof by the parties’ duly authorized representatives. The installation is performed on a “PER JACK” basis which includes material (standard RJ11 wall jack or RJ14 data jack only – if another type of jack is required, the additional cost of such material will be added to the overall price) and labor. For the purpose of the agreement, Sprint shall not attempt to run INSIDE WIRE behind existing walls (a process commonly referred to within the industry as “fishing the walls”). See Attachment 1 for prices.
2. In order to simplify the administration for the majority of the work performed, the installation shall include the physical connection of INSIDE WIRE to the customer side of the NID or other such point of demarcation. If additional work is done on the customer side of the NID, an additional charge may apply.
3. INSIDE WIRE Installation services will only be provided pursuant to a previously authorized LSR. Should CLEC’s customer request any changes and/or additions when the Sprint field technician is at the CLEC’s customer’s premise, CLEC must have pre-approved or authorized payment for such additional services in the LSR. In such cases, CLEC agrees to pay Sprint for the work completed as billed. Any disagreement by CLEC’s customer related to the billing is to be resolved between CLEC and CLEC’s customer.
4. Should CLEC fail to pre-approve or authorize such additional work or changes as set forth above or the services identified on the LSR cannot be accomplished, Sprint shall not perform the services set forth in the LSR but shall inform CLEC’s customer that they will have to reschedule a new appointment for the installation services based upon the requested change. In such circumstances, Sprint shall charge CLEC a “Trip Charge” for the customer visit. Subsequently, CLEC shall issue another LSR to allow for installation.
5. The parties may, by mutual agreement, make changes to the scope, content, deliverables, schedule or other substantive aspects of the services agreed to in a specific LSR. The party hereto requesting a change shall prepare a written LSR specifying in adequate details the requested change(s), and submit it to the other party for review and, if accepted, approval thereof. In no event shall any change be acted upon in any way or implemented until both parties have approved a LSR in writing.
C. In the event an end user’s premise is deemed as “PREMISE INELIGIBLE” by a Sprint technician, this service shall be immediately removed and services detailed within this contract shall be null and void with regard to the premise(s) in question. CLEC will, at a minimum be billed a “trip charge” as well as for the time spent at said premise(s). CLEC’s remaining end users shall remain unaffected.
D. Each LSR submitted to Sprint by CLEC and accepted by Sprint during the term of this Agreement shall be governed by the terms and conditions of this Agreement, and shall set forth in adequate detail the statement of work and/or services required. Sprint reserves the right to refuse any request for services by CLEC and any such refusal shall be without penalty.
E. NOTWITHSTANDING ANY OTHER TERMS OR CONDITIONS, INCLUDING ANY DIFFERENT, INCONSISTENT OR ADDITIONAL TERMS OR CONDITIONS, CONTAINED IN ANY PURCHASE ORDER ISSUED BY CLEC, BY ACCEPTING PROVISION OF THE SERVICES DESCRIBED HEREIN OR IN ANY SERVICE ORDER ISSUED HEREUNDER AND/OR BY ISSUING ANY PURCHASE ORDER FOR THE SERVICES AND/OR BY SIGNING IN THE SPACE PROVIDED HEREIN, CLEC AGREES TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. ANY DIFFERENT, INCONSISTENT OR ADDITIONAL TERMS AND CONDITIONS SET FORTH BY CLEC IN ANY PURCHASE ORDER OR OTHER WRITTEN INSTRUMENT, ARE HEREBY DEEMED TO BE REASONABLY OBJECTED TO BY SPRINT.
4. Project Coordinator
CLEC shall designate a CLEC representative as the project coordinator for the services covered by this Agreement. All matters pertaining to the services requirements or statement(s) of work, and submission of all deliverables, shall be addressed by Sprint to the project coordinator, or his/her designee as authorized in writing.
5. Sprint Obligations
A. The service will be provided by field technicians showing the Sprint brand. The technician will indicate to the customer that the work is being performed on behalf of the CLEC.
B. Door Knockers will be generic.
6. CLEC Undertakings
As a condition precedent to Sprint performing its obligations hereunder and in addition to CLEC’s other obligations as set forth in this Agreement, CLEC shall, at no charge to Sprint:
A. Concurrently upon, or within five (5) business days following approval of each LSR hereunder, provide to Sprint a confirming hard copy.
B. Provide to or secure for Sprint, as appropriate, reasonable working space and facilities, including access as reasonably specified by Sprint and other necessary requirements for use by Sprint designated personnel while on CLEC’s and/or its end-user customer’s premises, and adequate secure storage space, if required, for equipment and materials.
C. Provide to or secure for Sprint, as appropriate, access by Sprint designated personnel to CLEC’s and/or its end-user customer’s facilities during the terms specified by Sprint and as are reasonably necessary for Sprint to perform its obligations hereunder. Sprint personnel shall comply with CLEC’s and its end-user customer’s reasonable site and security regulations.
D. Provide to or secure for Sprint, as appropriate, any information and/or documentation that Sprint reasonably requests from CLEC and/or its end-user customer and that is necessary for Sprint to properly perform any of its obligations hereunder. Such information shall be provided or secured by CLEC in the form reasonably specified by Sprint by the dates reasonably specified by Sprint, and shall be kept confidential by Sprint in accordance with Section 9 herein.
E. In any case in which CLEC requests and accepts services under this Agreement, which services involve direct contact between Sprint and CLEC’s end-user customer, CLEC shall obtain a written agreement from that end-user customer which includes both warranty and general contractual disclaimers as to any direct Sprint liability for warranties or for any indirect, special, incidental and consequential damages, losses or claims of that end-user customer, or, failing to do so, CLEC agrees to indemnify and hold Sprint harmless from such claims, losses or damages.