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Table of Contents
1. CDMA International Roaming Agreement
2. Appendix I - General Terms and Conditions for CDMA International Roaming
3. Appendix II - Common Annexes
4. Appendix III -Individual Annexes
1.0 Preamble
THIS AGREEMENT dated as of the day of , 2002 is reached by and between xxx, having its registered address at xxx (hereinafter referred to as "PARTY A", and Cellco Partnership, doing business as Verizon Wireless, and those license holders set forth in Appendix I-A, (collectively referred to herein as "Verizon Wireless").
2.0 Recital
WHEREAS the Parties desire to make reciprocal arrangements to facilitate the provision of wireless communication services to Roamers in accordance with the "General Terms and Conditions for Roaming," attached hereto as Appendix I, "Common Annexes," attached hereto as Appendix II and "Individual Annexes," attached hereto as Appendix III. (Appendix I, Appendix II and Appendix III are incorporated herein and such Appendices hereto are referred to herein as the "General Terms"),
3.0 Mutual Agreement
NOW, THEREFORE, in consideration of the mutual promises herein set forth and intending to be legally bound hereby, the Parties do hereby agree as follows:
3.1 Unless otherwise specified herein notices should be sent to:...
3.3 (i) Because of the divestiture of a Licensee or Permittee, PARTY A or Verizon Wireless may from time to time hereafter amend Appendix I-A of this Agreement to delete a Licensee or Permittee of a Domestic Public Wireless Radio Telecommunication System(s) and Station(s) as PARTY A or a Verizon Wireless Party, respectively, to this Agreement, upon written notice to the other.
(ii) Because of the acquisition of a Licensee or Permittee, PARTY A or Verizon Wireless may from time to time hereafter seek to amend Appendix I-A of this Agreement to add a Licensee or Permittee of a Domestic Public Wireless Radio Telecommunication System(s) and Stations(s) as Party A or a Verizon Wireless Party, respectively, to this Agreement upon written notice to the other and with the written consent of the other Party, which consent will be at that Party's sole discretion.
3.4 (i) Because of an acquisition of a Market by a Licensee or a Permittee, PARTY A or Verizon Wireless may from time to time hereafter seek to amend Appendix 1-A of this Agreement to add such Market as a listed Market of the Licensee or Permittee, respectively, upon written notice to the other and with the written consent of the other Party, which consent will be at that Party's sole discretion. Approved additions will utilize rates agreed to by both parties.
(ii) Nothing herein shall restrict either Party's right to sell, assign, or transfer a Market or a portion of a Market without any consent or restriction from the other Parties. Such sale, assignment or transfer will result in that Market's deletion from this Agreement unless the Market is sold, assigned or transferred to another Licensee or Permittee that is a Party to this Agreement.
(iii) Approved additions or deletions shall become effective between such additional party or parties and all the existing Parties hereto, less any such deleted party or parties, as of the date set forth in an agreed upon amended Appendix I-A provided with the notice.
3.5 This Agreement shall become effective as of the date first written above and in accordance with its terms and conditions and shall continue in effect in accordance with the provisions hereof, as they may be properly mutually amended from time to time.
4.0 Term
This Agreement shall have an initial term (the "Initial Term") commencing from the Effective Date of execution and expiring three years from the Effective Date. Thereafter, this Agreement will automatically renew on a year to year basis (the "Renewal Term") unless written notice of termination is given by either Party no less than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term. After five (5) years, the Agreement may be terminated by either Party at any time upon ninety (90) days prior written notice.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first above written:...
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APPENDIX I
CDMA International Roaming Agreement - General Terms and Conditions
Table of Contents
1.0 Definition
1.1 Provision of Service
1.2 Exchange of Information
1.3 Billing
1.4 Settlement
1.5 Customer Care
1.6 Fraud
1.7 Limitation of Liability
1.8 Suspension of Agreement
1.9 Termination of Agreement
1.10 Successors and Assigns
1.11 Miscellaneous
1.12 Force Majeure
1.13 Choice of Law
1.14 Arbitration
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1.14 Arbitration (a) At the written request of a Party, each Party shall appoint a knowledgeable, responsible senior-level representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, shall be exempt from discovery and production, and shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of all parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit.
(b) If the negotiations do not resolve the dispute within sixty (60) days of the initial written request, the dispute shall be submitted to binding and final arbitration by a single arbitrator in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law ("UNCITRAL Rules") as in force on the date of commencement of arbitration and as modified by this Article. The International Chamber of Commerce ("ICC") shall serve as both the appointing authority and the administering body under the UNCITRAL Rules. The ICC shall appoint the single arbitrator of a nationality other than the nationalities of the Parties. The arbitration proceedings shall be conducted in English. The place of arbitration shall be Singapore. Neither the Parties nor the arbitrator shall disclose the existence, content or results of any arbitration except with the prior written consent of the Parties. The law governing the arbitration proceedings shall be the International Arbitration Act of Singapore. The arbitrator shall have no authority to award exemplary, punitive, or treble damages. Each Party shall pay one half of the costs of the arbitration (as defined in Article 38,UNCITRAL Rules), except that each Party shall pay the expenses it incurs for its own legal representation and assistance. Judgment on the award may be entered in any court of competent jurisdiction. The post-award proceedings shall be governed by the Convention on Recognition and Enforcement of Foreign Arbitral Awards of 1958 (the New York Convention). In addition, discovery shall be controlled by the arbitrator, unless otherwise agreed to by the parties in writing, and shall be permitted to the extent set out in this section. Unless otherwise agreed to by the parties in writing, each Party may submit in writing to a Party, and that Party shall so respond, to a maximum combination of thirty-five (35) (none of which have subparts) of the following: interrogatories, demands to produce documents and request for admission. Each Party is also entitled to take the oral deposition of one (1) individual of another Party. Additional discovery may be permitted upon mutual agreement of the Parties. The arbitration hearing shall be commenced within sixty (60) days of the demand for arbitration. The times specified in this Section may be extended upon mutual agreement of the Parties.
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