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									Interstandard (CDMA to GSM) International
        Roaming Broker Agreement


                         CDG Document 127


                               Version 0.4
                              28 April, 2006




                         CDMA Development Group
                       575 Anton Boulevard, Suite 560
                        Costa Mesa, California 92626
                         PHONE +1 888 800-CDMA
                              +1 714 545-5211
                           FAX +1 714 545-4601
                             http://www.cdg.org
                                cdg@cdg.org



                                     Notice
     Each CDG member acknowledges that CDG does not review the
     disclosures or contributions of any CDG member nor does CDG verify
     the status of the ownership of any of the intellectual property rights
     associated with any such disclosures or contributions. Accordingly, each
     CDG member should consider all disclosures and contributions as being
     made solely on an as-is basis. If any CDG member makes any use of
     any disclosure or contribution, then such use is at such CDG member's
     sole risk. Each CDG member agrees that CDG shall not be liable to any
     person or entity (including any CDG member) arising out of any use of
     any disclosure or contribution includes any liability arising out of
     infringement of intellectual property rights.
1                                                                                                                       Contents
2

3    Interstandard (CDMA to GSM) International Roaming Agreement .......................................... i
4    CDG Document 127.................................................................................................................... i
5    Version 0.3.................................................................................................................................. i
6           1.0       Preamble ................................................................................................................. 1
7           2.0       Recital ...................................................................................................................... 1
8           3.0       Mutual Agreement .................................................................................................... 1
9           4.0       Term ........................................................................................................................ 2
10          1.0       Definitions ................................................................................................................ 4
11          1.1       Provision of Service .................................................................................................. 6
12          1.2       Technical Configurations .......................................................................................... 8
13          1.3       Exchange of Information ........................................................................................... 9
14          1.4       SIM orders and delivery .......................................................................................... 10
15          1.5       Billing ..................................................................................................................... 12
16          1.6       Customer Care ....................................................................................................... 13
17          1.7       Data Privacy ........................................................................................................... 13
18          1.8       Fraud ..................................................................................................................... 14
19          1.9       Error! No index entries found.Limitation of Liability ......................................... 14
20          1.10      Suspension of Agreement ...................................................................................... 15
21          1.11      Termination of Agreement ...................................................................................... 15
22          1.12      Successors and Assigns ........................................................................................ 15
23          1.13      Miscellaneous ........................................................................................................ 16
24          1.14      Force Majeure ........................................................................................................ 16
25          1.15      Choice of Law ........................................................................................................ 17
26          1.16      Arbitration .............................................................................................................. 17
27   Annex I. Agreement Management Principles ......................................................................... 18
28          1.0       Notices ................................................................................................................... 18
29          2.0       Structure of Annexes .............................................................................................. 18
30          3.0       Revision Procedure ................................................................................................ 18
31   Annex II. Billing and Settlement ............................................................................................. 19
32          1.0       Amendment of Operating Procedures ..................................................................... 19
33          2.0       Billing Data Exchange ............................................................................................ 19



     Ref Doc 127, Ver. 0.1                                                                                                                          ii
     CDMA International Roaming Agreement


1          4.0        Invoicing................................................................................................................. 20
2          5.0        Currency ................................................................................................................ 20
3          6.0        Billing Period .......................................................................................................... 20
4          8.0        Minimum IMSI Range ............................................................................................. 20
5          10.0       CIBER Record Type ............................................................................................... 21
6          11.0       GSM Record Type.................................................................................................. 21
7          12.0       Tariff Changes........................................................................................................ 21
8          13.0       Error Allowance Rate.............................................................................................. 21
9          14.0       Billing Invoice Summary ......................................................................................... 21
10         15.0       Message Date Edit ................................................................................................. 23
11         16.0       Liability for Requested Removal/Reinstatement of Exchanges ................................ 23
12   Annex III Customer Care Principles ....................................................................................... 24
13         1.0        General .................................................................................................................. 24
14         2.0        Roaming Information .............................................................................................. 24
15         3.0        Network Faults ....................................................................................................... 24
16         4.0        Lost/Stolen SIM card .............................................................................................. 24
17         5.0        Billing Enquiries...................................................................................................... 24
18         6.0        Customer Service Numbers.................................................................................... 24
19         7.0        Customer Care Contact Numbers ........................................................................... 24
20   Annex IV. Fraud Prevention Procedures................................................................................ 25
21         1.0        General .................................................................................................................. 25
22         2.0        Authentication ........................................................................................................ 25
23         3.0        Usage Reports ....................................................................................................... 25
24         4.0        Suspension of Service ............................................................................................ 26
25   Annex V. Credit Request......................................................................................................... 27
26   Annex VI.Testing ..................................................................................................................... 28
27         1.0        Certification of testing ............................................................................................. 28
28         2.0        Testing of Service availability:................................................................................. 28
29         3.0        Exchange of Testing Data ...................................................................................... 28
30   Annex I. Agreement Management Principles ......................................................................... 30
31   Annex II. IMSI Notification ...................................................................................................... 31
32   Annex III. Products and Services ........................................................................................... 32
33         1.0        Services Provided for Authorized Subscribers ........................................................ 32
34   Annex IV. Billing and Accounting .......................................................................................... 33
35         1.0        GSM Voice Roaming Rates (example only) ............................................................ 33
36         2.0        GSM Data Roaming Rates ..................................................................................... 34
37         3.0        GSM SIM card Rates.............................................................................................. 34


     Ref Doc 44, Ver. 2.5                                                                                                                       iii
    CDMA International Roaming Agreement


1   Annex V. Contact List ............................................................................................................. 35
2   Annex VI. Confirmation Letter for Bilateral Roaming Service ............................................... 37
3   Annex VII. GSM Coverage....................................................................................................... 38
4   Annex VIII. Terms of Use for Subscribers .............................................................................. 39
5   Annex IX. Permanent Reference Document........................................................................... 40
6   Annex X. SIM Order Form ....................................................................................................... 56
7   Annex I. Contact List............................................................................................................... 58

8




    Ref Doc 44, Ver. 2.5                                                                                                                iv
    CDMA International Roaming Agreement


1   Revision History

               Date           Version                          Description

      20 November 2005          0.1        Draft – Sara Aab, Qualcomm


      27 February 2006          0.2        Draft – Gustaaf van Ditzhuijzen, Vodafone


      28 February 2006          0.3        Draft – Gustaaf van Ditzhuijzen, Vodafone


      28 April 2006             0.4        Draft – Gustaaf van Ditzhuijzen, Vodafone after IRT
                                           meeting in Mexico




2




    Ref Doc 44, Ver. 2.5                                                                         v
1          Interstandard (CDMA to GSM) International Roaming
2                             Agreement
3    1.0     Preamble
4    THIS AGREEMENT dated as of the ______ day of ____________, 200X.
5    By and between:
6    CDMA Carrier,
7    having its registered address at ________________________________________________
8    (hereinafter referred to as “CDMA Carrier”)
9    and
10   GSM Sponsor,
11   having its registered address at _______________________________________________
12   (hereinafter referred to as “GSM Sponsor”)
13

14   CDMA Carrier and GSM Sponsor are collectively referred to as the "Parties" and GSM
15   Sponsor on the one hand and CDMA Carrier on the other are each referred to as a "Party",
16



17   2.0     Recital
18   WHEREAS, the Parties desire to make reciprocal arrangements between each of the above-
19   mentioned cellular operating companies individually represented by GSM Sponsor and CDMA
20   Carrier to facilitate the provision of wireless communication services to Roamers in accordance
21   with the "General Terms and Conditions" attached hereto as Appendix I, "Common Annexes,"
22   attached hereto as Appendix II and “Individual Annexes,” attached hereto as Appendix III.
23   (Appendix I, Appendix II, and Appendix III are incorporated herein and such Appendices hereto
24   are referred to herein as the "General Terms".)

25   3.0     Mutual Agreement
26   NOW, THEREFORE, in consideration of the mutual promises herein set forth and intending to be
27   legally bound hereby, the Parties do hereby agree as follows:
28   Under the conditions set forth herein, to be bound by the General Terms attached hereto, as they
29   may be properly amended from time to time.
30   The CDMA Carrier shall be liable to the GSM Sponsor in accordance with Section 1.5 of
31   Appendix I for all of the service and pass-through charges in accordance with the tariffs of the
32   GSM Sponsor for all calls chargeable to the CDMA Carrier's customers (including the customers
33   of its re-sellers) and invoiced by the GSM Sponsor to the CDMA Carrier as specified in Annex II
34   to Appendix II.
35   3.1     Each Party hereby represents and warrants that it has been authorized by all necessary
36           action to enter into this Agreement.
37   3.2     Each Party hereby represents and warrants that a) it is a Licensee or Permittee of the
38           Domestic Public Wireless Radio Telecommunications System(s) and Station(s) in their
39           respective country, shown on the attached Annex II to Appendix III serving the area(s)
40           referred to therein and b) only Licensees and Permittees shall be authorized CDMA
41           Carriers hereunder.


     Ref Doc 127, Ver. 0.1                                                                              1
1    3.3     GSM Sponsor hereby represents and warrants that it is a Licensee or Permittee of the
2            Public Wireless Radio Telecommunications System(s) and Station(s) in the countries,
3            shown on the attached Annex VII to Appendix III serving the area(s) referred to therein.
4    3.4     Because of the divestiture of a Licensee or Permittee, either Party may from time to time
5            hereafter amend Annex II to Appendix III of this Agreement to delete a Licensee or
6            Permittee of a Domestic Public Wireless Radio Telecommunication System(s) and
7            Station(s) as a Party to this Agreement upon written notice to the other.
8    3.5     Because of the acquisition of a Licensee or Permittee, either Party may from time to time
9            hereafter seek to amend Annex VII to Appendix III of this Agreement to add a Licensee or
10           Permittee of a Domestic Public Wireless Radio Telecommunication System(s) and
11           Stations(s) as a Party to this Agreement upon written notice to the other and with the
12           written consent of the other Party, which consent will be at that Party’s sole discretion.
13   3.5     Because of an acquisition of a Market by a Licensee or a Permittee, either Party may
14           from time to time hereafter seek to amend Annex VII to Appendix III of this Agreement to
15           add such Market as a listed Market of the Licensee or Permittee, respectively, upon
16           written notice. Approved additions will utilize rates agreed to by both parties.
17   3.6     Approved additions or deletions shall become effective between such additional party or
18           parties and all the existing Parties hereto, less any such deleted party or parties, as of the
19           date set forth in an agreed upon amended Annex VII to Appendix III provided with the
20           notice.
21   3.7     This Agreement shall become effective on the date set forth above and in accordance
22           with its terms and conditions and shall continue in effect in accordance with the
23           provisions hereof.
24   3.8     The parties warrant and represent that their respective Signatories whose signatures
25           appear below have been and are as of the Effective Date of this agreement duly
26           authorized by all necessary and appropriate corporate action to execute this agreement.

27   4.0     Term
28   This Agreement shall have an initial term (the “Initial Term”) commencing from the date of
29   execution and expiring three years from the date of execution. Thereafter, this Agreement will
30   automatically renew for a period of one (1) year (the “Renewal Term”) unless written notice of
31   termination is given by either party no less than six (6) months prior to the expiry of the Initial
32   Term or any Renewal Term.
33




     Ref Doc 44, Ver. 2.5                                                                                  2
1   IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first
2   above written:
3


    APPROVED BY:                                   APPROVED BY:




    CDMA Carrier                                   GSM Sponsor

    Date:                                          Date:




    By:                                            By:

          Name:                                          Name:

          Title:                                         Title:




    Ref Doc 44, Ver. 2.5                                                                     3
1                     Appendix I General Terms and Conditions

2    1.0     Definitions
3    1.0.2   “Affiliate” means, with respect to a Party, any facilities-based CMRS operating company
4            that (a) is controlled by or under common control with the Party, (b) is an entity in which
5            the Party has at least fifty percent (50%) voting interest, (c) shares switching facilities with
6            the Party, (d) is managed by the Party, or (e) is providing Service utilizing CMRS
7            spectrum it has acquired from a Party.
8    1.0.3   The "Agreement" means the International Roaming Agreement, including all attachments
9            and appendices attached thereto and each Party’s “Technical Data Sheet” provided from
10           time to time, to which these General Terms and Conditions for roaming are attached.
11   1.0.5   “Authentication” means the process –via direct exchange of ANSI –41 messages over
12           SS7 connections through a network of carriers – by which the rights of the Subscriber are
13           checked with the HLR through the use of industry standard encryption algorithms. GSM
14           Sponsor or the Roaming Partner receives a notification whether or not the Subscriber is
15           authorized to be provided with Interstandard Roaming Services. The notification can be a
16           positive one indicating that Service can be provided or a negative one whereby Service
17           must be denied.
18   1.0.6   "Authorized Receipt Point" or "ARP" means the locations or address of the party
19           designated by the "CDMA Carrier" as the delivery point for its CIBER records and
20           authorized agent for performing CIBER Edits.
21   1.0.7   "Authorized Subscriber" means a Subscriber that is granted a license to use the GSM
22           SIM Card pursuant to section 1.4.9 and for which GSM Sponsor or the Roaming Partner
23           has received a positive notification of the Authentication.
24   1.0.8   “BID” (Billing Identification) means a five-digit code administered by CIBERNET that may
25           be used instead of a SID for billing purposes to indicate a specific service area within a
26           SID.
27   1.0.9   “CDMA” means “Code Division Multiple Access” that is standardized as IS-95 by TIA
28           (Telecommunication Industry Association) in the United States of America or its
29           equivalents standardized in each country.
30   1.0.11 “CIBER” means Cellular Intercarrier Billing Exchange Record, an industry standard
31          record format used to transfer roamer billing data. Unless specifically provided otherwise
32          in the agreement, all words and phrases defined in the CIBER Record shall have the
33          same meaning for purposes of this Agreement.
34   1.0.12 "CIBER Record" means the publication prepared by CIBERNET Corporation.
35   1.0.13 "Clearinghouse" means that separate entity or department of the CDMA Carrier that on
36          behalf of the CDMA Carrier provides for the Conversion Services .
37   1.0.14 “CMRS” means Commercial Mobile Radio Service.
38   1.0.15 “Conversion Services” means the conversion of the records of an SP File into CIBER
39          formatted billing records to be processed by or on behalf of the CDMA Carrier.
40   1.0.17 “GSM SIM Card” shall mean the GSM Sponsor SIM card ordered by the CDMA Carrier
41          under this Agreement and containing an IMSI number of a GSM Sponsor and which,
42          when used in combination with a suitable mobile device, makes it possible to access the
43          Interstandard Roaming Services.

     Date . . .                                                                        Date . . .
     Approved by:                                                                      Approved by:

     Ref Doc 44, Ver 2.0                           5/25/2010                                               4
1    1.0.18 “HLR” or “Home Location Register” is a database containing information regarding the
2           current location and validation status of the Subscribers.
3    1.0.19 “Initialisation” is the process performed by or on behalf of the CDMA Carrier to add to and
4           maintain in the HLR the IMSI number of a GSM SIM Card together with the mobile phone
5           number and the MIN of a Subscriber.
6    1.0.20 “Interstandard Roaming Services” means the services that allow an Authorized
7           Subscriber to be provided with the agreed upon mobile telephony services on the
8           network of GSM Sponsor or a Roaming Partner.
9    1.0.21 “IRM” means “International Roaming Mobile Identification Number” that is assigned by a
10          CDMA Carrier to each of its registered customers to provide the Service to its customers
11          and is managed and assigned by IFAST (International Forum on AMPS Standard
12          Technology).
13   1.0.22 “IR” means International Roaming.
14   1.0.23 “MBI” means the “MIN Block Identifier” which is the set of the first six digits of the MIN
15          assigned by a CDMA Carrier to identify a line number range of its MSIDs.
16   1.0.24 “MDN” means the “Mobile Dialable/Directory Number” which is a subscriber’s dialable
17          telephone number that the calling party dials in a number ported environment. The MDN
18          remains with the subscriber as they port to different telecommunication service providers
19          for wireless service.
20   1.0.25 “MIN” means the “Mobile Identification Number” which is assigned by a CDMA Carrier to
21          each of its registered customers. The MIN/SID is transmitted by the wireless device for
22          purposes of registration. In a wireless local number portability environment, the MIN,
23          which may or may not be the same as the MDN, identifies the service provider
24          associated with a subscriber.
25   1.0.26 “MSID” means the “Mobile Station Identifier” which is a number assigned by a CDMA
26          Carrier to each of its registered customers. The MSID/MIN is transmitted by the wireless
27          device for the purposes of registration.
28   1.0.27 “Order” shall mean an order by the CDMA Carrier for a certain number of GSM SIM
29          Cards.
30   1.0.28 “Order Processing” shall mean all activities performed by or on behalf of GSM Sponsor to
31          process any Order received, including the packaging and shipping of the GSM SIM
32          Cards.
33   1.0.29 “Permanent Reference Document" (PRD) shall mean the document that is included in
34          Annex IX to Appendix III..
35   1.0.30 “Pre-Call Validation” means call validation that occurs between the GSM Sponsor and
36          CDMA Carrier switches before a call is connected, with the purpose of detecting and
37          blocking fraudulent call attempts.
38   1.0.31 “Roaming Partner” means the GSM operators listed in Annex VII to Appendix II. which
39          provides telecommunication services on the basis of the ETSI/GSM MoU or DCS
40          850/900/1800/1900 and WCDMA 1900/2100 standard to GSM Sponsor, pursuant to a
41          GSM Roaming Agreement between such Roaming Partner and GSM Sponsor.
42   1.0.32 "Services" shall mean any and all activities performed by GSM Sponsor pursuant to this
43          Agreement, including but not limited to Order Processing, Interstandard Roaming
44          Services and the billing of any such activities.




     Date . . .                                                                      Date . . .
     Approved by:                                                                    Approved by:

     Ref Doc 127, Ver 0.3                         5/25/2010                                              5
1    1.0.33 “SID” the “System Identification” number means a five digit code as assigned by the
2           organization authorized to assign such number in the correspondent country.
3    1.0.34 “SP Files” means a proprietary file that contains the records with billing data from all use
4           of the network of GSM Sponsor or any Roaming Partner by all Subscribers in a specific
5           period of time.
6    1.0.35 “Subscriber” means any subscriber of CDMA Carrier that uses a GSM SIM Card.
7    1.0.36 “TAP Files” means a standardized file that contains the records with billing data from all
8           use of the network of GSM Sponsor or any Roaming Partner by all Subscribers in a
9           specific period of time in accordance with the transferred account procedure as defined
10          and described in the Permanent Reference Documents.
11   1.0.37 ”TAP Records” shall mean those records with billing date that are created by a Roaming
12          Partner in accordance with the transferred account procedure as defined and described
13          in the Permanent Reference Documents and sent to GSM Sponsor.
14   1.0.38 “TDS” or “Technical Data Sheet” refers to a document used by the roaming industry in
15          the United States and else where for CDMA Carriers to notify CDMA Carrier, on a
16          periodic basis, of technical information about the GSM Sponsor’s markets; including, but
17          not limited to roaming partners, TLDN’s and point codes.
18   1.0.39 “TLDN” means Temporarily Long Distance Number, which is a number used to set up a
19          voice connection between the CDMA Carrier’s network and the Subscriber using the
20          network of GSM Sponsor or a Roaming Partner terminating on the network of GSM
21          Sponsor or a Roaming Partner.
22   1.0.39 "Technical Specifications" shall mean technical specifications relevant for the Services
23          and/or the execution of rights and obligations under this Agreement
24   1.0.40 “Territory” shall mean the geographical area which is covered by the networks of GSM
25          Sponsor and its Roaming Partners as indicated in Annex VII to Appendix III.
26



27   1.1     Provision of Service
28   1.1.1   In respect of and subject to their licenses or rights and other national binding regulations
29           to establish and operate wireless networks, the Parties to this Agreement agree to
30           establish an international service which allows Authorized Subscribers to use a GSM SIM
31           Card in the Territory for the Interstandard Roaming Services. This includes all the
32           commercial aspects, as defined in the Appendices hereto and/or as may be amended
33           from time to time by mutual written agreement.
34   1.1.2   The Services provided by the GSM Sponsor are specified in Annex III to Appendix III and
35           may be amended from time to time by mutual written agreement.
36   1.1.3 During the term of this Agreement, the CDMA Carrier is entitled but not obligated to
37           submit Orders. When submitting an Order, the CDMA Carrier shall comply with the
38           procedures set forth in section 1.4 below.
39   1.1.4   Any Order submitted by the CDMA Carrier shall be processed by GSM Sponsor in …..
40           weeks.
41   1.1.5   Both Parties agree that the Authorized Subscribers may experience conditions of service
42           different from the conditions in CDMA Carrier’s network. However, conditions of service
43           shall not differ substantially from those provided to the subscribers of the GSM Sponsor.



     Date . . .                                                                     Date . . .
     Approved by:                                                                   Approved by:

     Ref Doc 127, Ver 0.3                         5/25/2010                                                6
1    1.1.6   Notwithstanding anything in this Agreement to the contrary, a GSM Sponsor may
2            suspend or terminate service to an Authorized Subscriber in accordance with the terms of
3            this agreement but such suspension or termination shall not affect the rights and
4            obligations of the Parties for service furnished hereunder prior to such termination or
5            suspension.
6    1.1.7   Either Party as GSM Sponsor may introduce new Services or change its existing
7            Services as it sees fit, provided that a) the CDMA Carrier and its Authorized Subscribers
8            are not obligated to accept or pay for such new service and b) it will use reasonable
9            endeavors to give the other Party at least four (4) weeks written notice of any introduction
10           or change which impacts materially on the other Party as CDMA Carrier.
11   1.1.8   Each CDMA Carrier, whose customers (including the customers of its resellers) receive
12           Wireless Service from a GSM Sponsor as Authorized Subscribers under this Agreement,
13           shall pay to the GSM Sponsor who provided such Wireless Service 100% of the GSM
14           Sponsor's charges for Wireless Service set forth in Appendix III, and one hundred percent
15           (100%) of termination charges (GSM Sponsor or third party) or other GSM Sponsor charges
16           (e.g. directory assistance) and pass-through charges (charges owed by the GSM Sponsor
17           hereunder to any toll or other carrier in connection with providing such Wireless Services)
18           except where fraud is suspected according to section 1.8. The rates set forth in Appendix III
19           shall apply to any IMSIs Annex II Appendix III. If an IMSI is a) not listed on Annex II
20           Appendix III, b) later added by the parties, c) is inside the national borders of the carrier
21           adding the IMSI and d) in operational compliance with the terms and conditions of the
22           Agreement, then the rates set forth in Appendix III shall apply. Change of the Market
23           pursuant to Section 3.5a of the Agreement shall be given via facsimile or by written notice.
24           Rates that are mutually agreed to in accordance with Section 3.7 of the Main Agreement
25           shall become available to the CDMA Carrier’s approved newly acquired Market(s) following
26           a minimum of thirty (30) days after the approval.
27   1.1.9   If an incorrect roaming rate is charged by the GSM Sponsor to the CDMA Carrier in the
28           markets listed in Annex II to Appendix III, the GSM Sponsor shall refund all amounts in
29           excess of the contract rate back to the CDMA Carrier within ninety (90) days of notification
30           by the CDMA Carrier. Each Carrier shall have twelve (12) months from the end of the
31           settlement period to invoice for amounts in excess of the contract rate. There shall not be
32           any refunds for any undercharges by a GSM Sponsor under any circumstances (only if
33           back-to-back agreement is applicable)
34   1.1.10 Either party should make a commercially reasonable effort to provide the other party with at
35          least forty five (45) days written notice of any specification change which impacts materially
36          on the other party (only if back-to-back agreement is applicable).
37   1.1.11 GSM Sponsor shall provide Interstandard Roaming Services to all Authorized
38          Subscribers, in accordance with this Agreement and solely in the Territory as amended
39          from time to time.
40   1.1.12 GSM Sponsor and its Roaming Partners will use the HLR of CDMA Carrier for
41          Authentication. The Services as defined in Annex III to Appendix III, to the extent agreed
42          upon with CDMA Carrier, shall only be available to an Authorized Subscriber if the
43          outcome of the Authentication is that the Subscriber is registered as an Authorized
44          Subscriber in the HLR of CDMA Carrier.
45   1.1.13 The Services provided by GSM Sponsor as set out above and as defined in Annex III to
46          Appendix III may be amended from time to time upon mutual written agreement of both
47          Parties.




     Date . . .                                                                       Date . . .
     Approved by:                                                                     Approved by:

     Ref Doc 127, Ver 0.3                         5/25/2010                                                  7
1    1.1.14 The Parties acknowledge that Authorized Subscribers, during their use of the mobile
2           telecom services, may experience conditions of service different from the conditions used
3           by the CDMA Carrier.
4    1.1.15 Not withstanding article 12. 5, GSM Sponsor shall use its reasonable efforts to offer the
5           same mobile telecom services to Authorized Subscribers as it offers to its own
6           subscribers.
7    1.1.16 The Parties acknowledge that the availability of mobile telecom services for Authorized
8           Subscribers in the Territory is subject to the availability of the networks of those Roaming
9           Partners. GSM Sponsor acknowledges that the Roaming Partners shall provide each
10          Authorized Subscriber adequate availability of mobile telecom services in the Territory. If
11          according to CDMA Carrier any of the Roaming Partners no longer provides adequate
12          availability of the Interstandard Roaming Services to Authorized Subscribers, CDMA
13          Carrier and GSM Sponsor will negotiate in good faith to reach an agreement upon GSM
14          Sponsor’s written request.
15   1.1.17 The CDMA Carrier acknowledge that provisioning of the Services to any Authorized
16          Subscriber is subject to supporting the use of a GSM SIM Card by the mobile phone that
17          the Subscriber is using and that such mobile phone must be able to support the
18          frequencies used on the GSM networks covered under this Agreement. In the event a
19          GSM SIM Card used by a Subscriber becomes defective or gets lost, the CDMA Carrier
20          shall be responsible to provide the relevant Subscriber with an replacement GSM SIM
21          Card and to initialize this replacement GSM SIM Card.

22   1.2     Technical Configurations
23   1.2.1   Each Party agrees to operate its respective network in accordance with the relevant
24           standards and directions of the relevant standardization bodies and all other applicable
25           regulation.
26   1.2.2   The Parties agree that the scope of this Agreement is limited to the signaling traffic
27           between the networks of GSM Sponsor and the Roaming Partners on the one hand and
28           the HLR on the other in order to locate a Subscriber, to execute the Authentication and
29           handle the billing for the actual use of Interstandard Roaming Services. The Parties also
30           agree that to actually enable the full and undisturbed use of the Interstandard Roaming
31           Services, interconnects between the networks of the Roaming Partners and international
32           carriers that service, inter alia, the country where the CDMA Carrier is located, are
33           required. The establishment and maintenance of such interconnect is not the subject of
34           this Agreement.
35   1.2.3   The CDMA Carrier shall provide the HLR that will be connected to the network of GSM
36           Sponsor. The HLR shall function in accordance with the Technical Specifications and the
37           CDMA Carrier shall be responsible for any information contained in the HLR. The CDMA
38           Carrier acknowledges that the correctness of the information contained in the HLR is
39           essential for the provision of the Interstandard Roaming Services by GSM Sponsor to
40           Subscribers as set forth in this Agreement.
41   1.2.4   The CDMA Carrier will be responsible for the proper Initialisation of each GSM SIM Card
42           it provides to a Subscriber. The CDMA Carrier shall remove all records related to a
43           specific GSM SIM Card from the HLR upon termination of the agreement between the
44           CDMA Carrier with the Subscriber for the Services or upon termination of this Agreement,
45           whichever is earlier and continue to be responsible for any use of the Services by the
46           Subscriber.




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1    1.2.5   The CDMA Customer acknowledges that changes to the Technical Specifications may be
2            preferable or required from time to time. Within thirty (30) days of being notified of a
3            proposed change to the Technical Specifications, the Parties shall discuss in good faith
4            any requested change. In the event of a preferable change neither Party will be obligated
5            to accept such change and such change will not be implemented unless upon mutual
6            agreement between the Parties. In the event of a required change, the Parties shall
7            negotiate in good faith and agree upon such change provided that the Party that requires
8            the change has provided the other Party with sufficient information to determine that the
9            change is indeed required.

10   1.3     Exchange of Information
11   1.3.1   Contained in Annex II to Appendix III or in the TDS, a list is furnished by the respective
12           Parties of the valid IMSIs used by the Subscribers. CDMA Carrier shall accept the IMSIs
13           of GSM Sponsor. Each Party shall be responsible for all billings properly made under this
14           Agreement to any number listed by such Party within the range or ranges specified by it
15           in Annex II to Appendix III or in the TDS. Additions, deletions, or changes to IMSIs for the
16           Subscribers shall be sent by GSM Sponsor to CDMA Carrier within ten (10) days after
17           having shipped any Order submitted by CDMA Carrier.
18   1.3.2   Not later than the date of execution of this Agreement or sixty (60) days before the launch
19           of service (whichever occurs last), GSM Sponsor shall furnish CDMA Carrier with a copy
20           of their current or proposed revised tariffs as defined in Annex II to Appendix II. If GSM
21           Sponsor has filed for any changes in an existing tariff, copies of the proposed revised
22           pages also shall be provided. GSM Sponsor shall also notify CDMA Carrier of any
23           applicable change in its tariffs, with an effective date as specified in Annex II to Appendix
24           II, and shall include with such notice copies of the revised pages of such tariffs. If tariffs
25           are not required to be filed by a certain jurisdiction, the Parties shall exchange the written
26           terms and conditions of service to be used in lieu thereof and any amendments thereto.
27   1.3.3   All information not of public record that is exchanged pursuant to this Agreement shall be
28           treated as confidential. Parties obtaining such confidential information through this
29           Agreement shall use it only as necessary to carry out the purposes of this Agreement or
30           as necessary to comply with national law, rules or regulations. Parties obtaining
31           confidential information through this Agreement shall not disclose its contents except as
32           necessary to its duly authorized agents to carry out the purposes of this Agreement or as
33           necessary to comply with national law, rules or regulations. The obligation to protect the
34           confidentiality of information shall survive the termination of the agreement for a period of
35           five (5) years, except customer specific information, which will survive until otherwise,
36           becomes public information.
37   1.3.4   The implementation of the Signaling Protocols shall be made on a bilateral basis
38           according to the Technical Specifications relating to IIR with the exception of network
39           specific deviations and/or chosen options agreed by both Parties during the testing
40           phase.
41
42           The numbering and addressing information relevant for Service shall be exchanged
43           between the Parties in advance of starting testing, where applicable.
44
45           Each Party agrees to make its best efforts to give the other Party at least four (4) weeks
46           prior written notice about changes in the numbering and addressing information with an
47           impact on International Roaming associated with the Service.




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1    1.4     SIM orders and delivery
2    1.4.1   During the term of the Agreement, the CDMA Carrier may submit Orders by fully
3            completing the SIM Ordering Form set forth in Annex X to Appendix III. The CDMA
4            Carrier acknowledges that pursuant to applicable export regulations, it may be required to
5            provide the relevant authorities with a standard statement. In the event that GSM
6            Sponsor has indicated that this is the case, an Order will only be valid if it is accompanied
7            by a validly signed standard statement printed on original CDMA Carrier paper and in a form
8            as provided by GSM Sponsor from time to time.
9

10   1.4.2   CDMA Carrier will address each Order to the contact detailed in Annex V to Apendix III.
11

12   1.4.3   One (1) month prior to the beginning of a new calendar quarter, the CDMA Carrier shall
13           provide GSM Sponsor with a non-binding twelve (12) month rolling forecast of its Orders.
14           The first forecast will be provided upon the Effective Date. The forecast shall set forth the
15           number of GSM SIM Cards for which an Order is expected to be placed during each
16           three months of the forecasted period. In the event that during a calendar quarter it must
17           be clear to CDMA Carrier that the forecast for the then running period of three months will
18           not be met or exceeded, CDMA carrier shall inform GSM Sponsor thereof as soon as
19           possible. The GSM SIM Cards will be shipped accompanied by the applicable PUK
20           (personal unblocking keys) codes, electronically and in writing.
21   1.4.4   GSM Sponsor shall provide GSM SIM Cards to CDMA Carrier pursuant to a valid Order.
22           The GSM SIM Cards shall be delivered Ex Works, as defined in the Incoterms 2000 as
23           published by the International Chamber of Commerce located in Paris, at the CDMA
24           Carrier location indicated in the Order. The GSM SIM Cards shall be shipped at the risk
25           and cost of CDMA Carrier to the destination indicated by CDMA Carrier in the Order, and
26           the CDMA Carrier shall be responsible for and bear the risk of carrying out any applicable
27           customs formalities and the payment of formalities, customs duties, taxes and other
28           charges related to the import of the GSM SIM Cards. Risk to the GSM SIM Cards shall
29           pass on to CDMA Carrier at point of manufacture. Title to the GSM SIM Cards as such
30           shall pass on to CDMA Carrier as soon as CDMA Carrier has fully paid for all GSM SIM
31           Cards included in an Order in accordance with section 1.5 below. Notwithstanding the
32           foregoing, GSM Sponsor or its licensors will continue to own all intellectual property rights
33           in the SIM cards and such intellectual property rights will not pass to CDMA Carrier.
34
35           As part of the Order Processing, the GSM SIM Cards shall be delivered at the relevant
36           customs location within forty-five (45) working days as of the date of the Order was
37           received, provided that the Order is for GSM SIM Cards with the standard profile,
38           branding and packaging as set forth in section 1.4.5. CDMA Carrier agrees that a longer
39           period for delivery may apply in the event the Order is made for more than ten thousand
40           (10,000) GSM SIM Cards. In such event, GSM Sponsor shall provide CDMA Carrier with
41           an indication of the expected date of delivery for the exceeding number of GSM SIM
42           Cards.
43   1.4.5   The GSM SIM Cards will have a profile and be branded and packaged in accordance
44           with the specifications set forth in Annex X to Appendix III.
45   1.4.6   CDMA Carrier may submit a request to GSM Sponsor in writing to the GSM Sponsor
46           contact person specified in Annex V to Appendix III, to make available GSM SIM Cards
47           with specific branding or profiles. Requirements and specifications will be provided by
48           CDMA Carrier together with the SIM Order Form. If GSM Sponsor agrees to fulfill Orders
49           for such specific branding or profile, the expected additional process time required to ship
50           such GSM SIM Card shall be 8 weeks. CDMA Carrier may submit a request to GSM

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1            Sponsor in writing to the GSM Sponsor contact person specified in Annex V to Appendix
2            III, to make available GSM SIM Cards with specific packaging. If GSM Sponsor agrees
3            to fulfill Orders for such specific packaging, Parties will in good faith agree on the
4            expected additional process time required to ship such GSM SIM Cards. In each case, all
5            costs and expenses related to such specific branding, profiling and packaging shall be for
6            CDMA Carrier’s expense.
7    1.4.7   CDMA Carrier shall test the GSM SIM Cards once received in accordance with the
8            principles set forth in Annex VI to Appendix II. Any claims of defects in the GSM SIM
9            Cards, as well as deviations from the Order in quantity of the GSM SIM Cards, must be
10           notified to GSM Sponsor in writing within 15 calendar days after receipt of the GSM SIM
11           Cards. Each defected GSM SIM card must be returned immediately at the cost of CDMA
12           Carrier and any risk of damage to or loss of the GSM SIM cards shall remain with CDMA
13           Carrier.
14   1.4.8   In the event GSM Sponsor receives notice pursuant to section 1.4.7 with respect to
15           defective GSM SIM Cards and such notice sufficiently describes the nature of the defect,
16           GSM Sponsor shall, at its option, either deliver new GSM SIM Cards to replace the
17           defective GSM SIM Cards at no charge, or refund CDMA Carrier the purchase price of
18           the defective GSM SIM Cards, each provided that the CDMA Carrier has fully met its
19           obligations with respect to the relevant GSM SIM Cards and, upon request of GSM
20           Sponsor, has returned the defective GSM SIM Card at the cost of GSM Sponsor. In the
21           event GSM Sponsor receives notice pursuant to section 1.4.7 with respect to a deviation
22           in the number of GSM SIM Cards and such notice satisfactorily demonstrated that the
23           GSM SIM Cards deviate from the Order in quantity, GSM Sponsor shall deliver additional
24           new GSM SIM Cards as soon as possible taking into consideration that GSM Sponsor
25           does not keep the GSM SIM Cards in stock and the duration of the manufacture process
26           of such GSM SIM Cards. CDMA Carrier with one of the remedies set forth in this section,
27           GSM Sponsor shall be fully discharged of its responsibilities with respect to the delivery
28           of GSM SIM cards and it shall not be obligated to pay any (further) damages.
29   1.4.9   CDMA Carrier may provide the GSM SIM Cards to Subscribers as part of its services.
30           GSM SIM Cards shipped to CDMA Carrier are subject to intellectual property rights
31           (including copyrights to incorporated software and patents to parts of the technology)
32           owned by GSM Sponsor or its licensors and the CDMA Carrier agree that these
33           intellectual property rights will remain the sole property of GSM Sponsor or its licensors.
34           GSM Sponsor hereby grants CDMA Carrier a non-exclusive license to have Subscribers
35           use the GSM SIM Cards in the Territory solely to benefit from the Interstandard Roaming
36           Services, provided that each Subscriber is legally bound by terms and conditions of the
37           CDMA Carrier that include terms and conditions equal or materially similar to the terms of
38           use set forth in Annex VIII to Appendix II. CDMA Carrier shall require each Subscriber to
39           agree to such equal or materially similar terms and conditions before or upon entering
40           into the agreement for the use of a GSM SIM Card by that Subscriber.
41   1.4.10 Upon termination of the agreement between the CDMA Carrier and a Subscriber for the
42          Interstandard Roaming Services and upon termination of this Agreement, the CDMA
43          Carrier shall use reasonable efforts to make the Subscriber aware of its obligation to
44          return or destroy the GSM SIM Card.
45   1.4.11 Neither Party shall alter the profile, branding or packaging of any of the GSM SIM Cards
46          produced or received, unless by written agreement.
47   1.4.12 CDMA Carrier shall submit to GSM Sponsor, every 10th day of a calendar month, a report
48          detailing the total number of activated, live, GSM SIM cards.
49




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1    1.5     Billing
2    1.5.1   Tariffs
3    1.5.1.1 CDMA Carrier shall pay the agreed upon amounts due for the delivery of the GSM SIM
4            Cards by GSM Sponsor to CDMA Carrier. These amounts include costs of production,
5            branding, shipping, packaging and administration and are stated in Annex IV to Appendix
6            III. The costs for customs clearance are not included.
7    1.5.1.2 Both parties agree that when an Authorized Subscriber uses the Interstandard Roaming
8            Services, CDMA Carrier shall be responsible for payment of the charges for the services
9            so used in accordance with the tariffs stated in Annex IV to Appendix III.
10   1.5.1.3 CDMA Carrier shall not be liable for the payment of charges for chargeable Services
11           provided GSM Sponsor or its Roaming Partners to a Subscriber that is not an Authorized
12           Subscriber at the time of the provision of such services. The foregoing provisions shall
13           not apply to the extent that CDMA Carrier actually recovers all charges due in relation to
14           the Subscriber.
15   1.5.2   Implementation of Billing Format
16   1.5.2.1 GSM Sponsor shall send its SP Files or TAP Files to CDMA Carrier on a daily basis in
17           accordance with Annex II.C.3.1.1. The SP Files or TAP Files are produced based on the
18           TAP records which reflect the actual use by Authorized Subscribers of Interstandard
19           Roaming Services in the part of the Territory covered by a specific Roaming Partner.
20           GSM Sponsor shall send its SP Files or TAP Files to the Authorized Receipt Point as
21           indicated by CDMA Carrier, taking into account the procedures set out in Annex
22           II.C.3.1.1. CDMA Carrier shall be responsible for the Conversion Services and shall bear
23           all costs associated with the conversion. If CDMA Carrier or on its behalf the
24           Clearinghouse is of the opinion that within a SP File or TAP File there are one or more
25           records that use an incorrect tariff or that otherwise comprise incorrect data, CDMA
26           Carrier shall inform GSM Sponsor of its opinion in writing within one (1) month after it has
27           received such SP File or TAP File. Parties will discuss and agree upon those records and
28           on the basis of such agreement CDMA Carrier may send GSM Sponsor a credit invoice
29           for the amount agreed upon.
30   1.5.3   Billing and Accounting
31   1.5.3.1 The implementation of billing and accounting shall be done according to the provisions
32           set out in Annex IV to Appendix III and II.C.3.
33   1.5.3.2 CDMA Carrier shall be responsible for all charges that are incurred by its Subscribers as
34           calculated on the basis of the records in each SP Files or TAP Files sent to CDMA
35           Carrier in the relevant calendar month. CDMA Carrier shall be liable to GSM Sponsor for
36           the payments irrespective whether or not amounts billed are paid to the CDMA Carrier by
37           its Subscribers excepting cases of disputed charges as defined in section 1.8. GSM
38           Sponsor shall invoice CDMA Carrier on a monthly basis for the charges incurred through
39           the preceding full calendar month. Each such invoice must be paid within 30 days as of
40           the date such invoice is received by GSM Sponsor.
41   1.5.3.3 GSM Sponsor must be notified by CDMA Carrier of any disputed invoice within 30 days
42           as of the date such invoice is received by CDMA Carrier through the points of contact as
43           defined in Annex IV to Appendix III. In such case, subject to receipt of payment of the
44           undisputed part of the invoice, GSM Sponsor will verify the amount invoiced against the
45           SP Files or TAP Files submitted to CDMA Carrier or the Authorized Receipt Point, taking
46           into account any records rejected in accordance with section 1.5.2.1. In case of any
47           inconsistencies, the SP Files or TAP Files will prevail and GSM Sponsor will adjust the



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1            invoice accordingly. The adjusted invoice must be paid within 30 days as of the date such
2            invoice is received by CDMA Carrier.
3    1.5.3.4 As to the GSM SIM Cards, GSM Sponsor shall invoice CDMA Carrier each month for the
4            amounts due for each Order submitted to GSM Sponsor in the preceding full calendar
5            month. Each such invoice must be paid within 30 days as of the date such invoice is
6            received by CDMA Carrier. Any invoice must be disputed within 30 days as of the date
7            such invoice is received by CDMA Carrier through points of contact as defined in Annex
8            IV to Appendix III. In such case, subject to receipt of payment of the undisputed part of
9            the invoice, GSM Sponsor will verify the amount invoiced against the Orders received in
10           the period covered by that invoice. In case of any inconsistencies, the Orders will prevail
11           and GSM Sponsor will adjust the invoice accordingly. The adjusted invoice must be paid
12           within 30 days as of the date such invoice is received by CDMA Carrier.
13   1.5.3.5 Payment shall be made in EURO or US Dollars as indicated in the invoice or credit note.
14           If CDMA Carrier does not pay said charges by the due date for payment then GSM
15           Sponsor shall have the right to charge its normal interest rate on the overdue amount
16           from the due date for payment until payment is made. The normal interest rate is 5
17           percent points above 3-months EURIBOR (as in force from time to time)
18   1.5.3.6 Any invoice under this Agreement may be sent either by post, email and telefax to CDMA
19           Carrier and CDMA Carrier shall accept and process any invoice thus received. CDMA
20           Carrier accepts that email or telefax confirmation notices shall serve as proof of the date
21           an invoice is received by CDMA Carrier. Changes in time schedules concerning the
22           exchange of invoices and settlement periods shall be fixed three months before
23           implementation of that change at the latest.
24   1.5.3.7 CDMA Carrier shall pay any invoice by wire transfer. In case CDMA Carrier chooses to
25           pay an invoice in any other way, CDMA Carrier shall compensate GSM Sponsor for any
26           costs associated with such payment. Where bank fees occur on the side of CDMA
27           Carrier any such expenses shall be borne by CDMA Carrier in addition to the invoiced
28           amount.
29   1.5.3.8 CDMA Carrier shall also be responsible for billing its customers for and remitting to the
30           appropriate governmental authority all taxes that may be eligible in its home service area
31           in respect of the service being billed by it to its customers. GSM Sponsor will be
32           responsible for the computation and remittance of all applicable taxes eligible in its
33           service area in respect of the service being provided. The CDMA Carrier shall not be
34           liable to GSM Sponsor for local, state or federal, universal service fund or infrastructure
35           fund assessments.
36           With respect to the Interstandard Roaming Services, GSM Sponsor shall apply the VAT
37           rules applicable in the country of registration on its periodical billings to CDMA Carrier.

38   1.6     Customer Care
39   1.6.1   The responsibilities of each Party concerning Customer Care are described in Annex I.

40   1.7     Data Privacy
41   1.7.1   Each Party’s obligations hereunder to transfer information to the other Party shall not
42           apply to the extent that a Party is prohibited from doing so by law, an order of a
43           regulatory authority or a court order.




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1    1.7.2    The Parties confirm, to the best of their respective knowledge, there are no legal
2             impediments to the performance of their respective obligations under applicable laws
3             affecting those operations under this Agreement.
4    1.7.3    The CDMA Carrier shall ensure that GSM Sponsor will not be provided with or be granted
5             access to personal data of any Subscriber. As an exception to the foregoing, CDMA
6             Carrier shall provide GSM Sponsor or the relevant Roaming Partner with personal data of
7             a Subscriber if and to the extent such information is required to be provided pursuant to a
8             valid order of an authorized government representative, for instance for the purposes of
9             criminal investigation, tapping or with respect to unlawful behavior of the Subscriber.
10            Upon CDMA Carrier’s request, GSM Sponsor shall use reasonable efforts to have the
11            relevant Roaming Partner explain the order to CDMA Carrier in order to clarify to the
12            CDMA Carrier that the personal data indeed should be disclosed to the relevant Roaming
13            Partner. The CDMA Carrier shall inform the Authorized Subscribers of the fact that such
14            disclosure may occur and that the storage, treatment and transfer of the data regarding
15            their use of the Interstandard Roaming Services may be subject to regulation different
16            from the regulation in their own country
17   1.7.4    The Parties confirm that they shall comply with the Data Privacy Regulations/Laws
18            applicable in their respective countries. Parties agree that they will enter into good faith
19            negotiations to amend this Agreement if and to the extent such amendment is required as
20            a result of changes in applicable law or in the way relevant supervising authorities
21            interpret, control or execute such applicable laws.

22   1.8      Fraud
23   1.8.1    The Parties shall co-operate in good faith regarding the procedures concerning fraudulent
24            or unauthorised use by Subscribers. Details of Fraud Prevention procedures are given in
25            Annex I, II and IV.

26   1.9      Limitation of Liability
27   1.9.1    Neither Party shall be liable to the other Party under or in connection with the Agreement
28            except:
29                    a) In respect of charges to be paid to the GSM Sponsor pursuant to Section 1.5.1
30                    of the Appendix I to the General Terms.
31                    b) To the extent of its negligence where such negligence results in proven
32                    damage or loss to the other Party, in which event the liability of the negligent
33                    Party shall be limited to and shall in no event exceed $100 thousand
34                    ($100,000.00) in United States currency with respect of any of one incident or
35                    series of incidents arising from the same cause.
36   1.9.2    Furthermore, in no event shall either Party be liable for any consequential damage or loss
37            of whatsoever nature, including but not limited to, loss of profit or loss of business.
38   1.9.3.   In no event shall any employee or either Party or of an Affiliated Company be liable to the
39            other party for any act of negligence or intent under or in connection with the Agreement.
40            Save for the limitations in 1.9.1a and 1.9.1b nothing in the foregoing shall in any way
41            restrict the liability of either Party for the actions of its employees.
42   1.9.4    Limitation of liability as described in this Section shall not apply if damage or loss is
43            caused by a Party's willful misconduct (including fraud) or gross negligence.
44            [Editors Note: Section 1.9.1-4 is suggested contractual language and is not a
45            mandatory inclusion]


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1    1.10    Suspension of Agreement
2    1.10.1 Notwithstanding anything to the contrary, the GSM Sponsor may without liability suspend
3           or terminate all or any of Services to the Authorized Subscriber(s) in circumstances
4           where it would suspend or terminate those Services to its own subscriber(s), including
5           but not limited to:
6            a.      Subscribers using equipment which is defective or illegal;
7            b.      Subscribers causing any technical or other problem on the GSM Sponsor’s
8                    network;
9            c.      suspected fraudulent or invalidated use;
10           d.      validation of the subscription not being possible;
11           e.      maintenance or enhancement of the network
12           f.      roaming becomes technically or administratively impracticable on any Party’s
13                   markets(s)
14   1.10.2 In case of a proposed suspension of Service to all of Authorized Subscribers, the GSM
15          Sponsor shall use reasonable efforts to give four (4) weeks written notice to the other
16          Party prior to the suspension taking effect.
17   1.10.3 The CDMA Carrier has the right at any time, without discriminating between carriers in
18          that country and without liability but giving reasoned written notice to the GSM Sponsor,
19          to suspend access to the GSM Sponsor for its own subscribers roaming in the GSM
20          Sponsor, or if it is technically more practicable to require that the GSM Sponsor take
21          actions to suspend all of Services to the Authorized Subscribers, the GSM Sponsor shall
22          use its best efforts to comply with such requirement within one (1) week after receipt of
23          the notice. The suspension shall be removed as soon as the reason for the suspension
24          has been removed by the GSM Sponsor to the satisfaction of the CDMA Carrier.
25           .

26   1.11    Termination of Agreement
27   1.11.1 This agreement may be terminated as follows;
28           a.      by mutual agreement of the Parties;
29           b.      at the option of either party upon the occurrence of any of the following events to
30                   the other party:
31                   i.      material breach of any of this Agreement, if such breach shall continue
32                           for sixty (60) days after receipt of written notice thereof;
33                   ii.     voluntary liquidation or dissolution;
34                   iii.    bankruptcy or insolvency;
35                   iv.     a final order by the relevant governmental authority revoking or denying
36                           renewal of the wireless communications service license or permission to
37                           operate a wireless network.
38   1.11.2 The termination or suspension of this Agreement shall not affect the rights and liabilities
39          of the Parties under this Agreement with respect to all Authorized Subscriber charges
40          incurred prior to the effective date of such termination or suspension.

41   1.12    Successors and Assigns
42   1.12.1 None of the Parties may sell, assign, transfer, or convey its interest in this Agreement or
43          any of its rights or obligations hereunder without the written consent of the other Party,
44          except that a Party may assign its rights and obligations hereunder to an assignee of its
45          wireless communications license or permit issued by recognized government body,


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1            provided that such assignee expressly assumes, by written instrument approved by the
2            other Party, all of the obligations of such Party hereunder and thereby becomes a party
3            hereunder. No person other than a Party to this Agreement shall acquire any rights
4            hereunder as a third party beneficiary or otherwise by virtue of this Agreement.

5    1.13    Miscellaneous
6    1.13.1 Nothing contained in this Agreement shall constitute the Parties as partners with one
7           another or render any Party liable for any debts or obligations of any other Party, shall
8           any Party hereby be constituted the agent or any other Party.
9    1.13.2 The Parties agree to comply with, conform to, and abide by all applicable and valid laws,
10          regulations, rules and orders of all governmental agencies and authorities, and agree that
11          this Agreement is subject to such laws, regulations, rules and orders.
12   1.13.3 The Parties agree to use their respective best, diligent, and good faith efforts to fulfill all
13          of their obligations under this Agreement. The Parties recognize, however, that to
14          effectuate all the purposes of this Agreement, it may be necessary either to enter into
15          future agreements or to amend this Agreement, of both. In that event, the Parties agree
16          to negotiate with each other in good faith. In no event, however, are the Parties obligated
17          to amend this Agreement and/or enter into other agreements if the efforts to negotiate in
18          good faith do not result in such an amendment or other agreement that is satisfactory to
19          both Parties.
20   1.13.4 This Agreement, including the Main Agreement, all appendices and attachments
21          referenced herein or attached hereto and the Technical Data Sheets as they may be
22          amended from time to time, constitutes the full and complete agreement of the Parties.
23          Any prior agreement among the Parties with respect to this subject matter is hereby
24          superseded. This Agreement may not be amended, except by the written consent of the
25          Parties. Waiver of any breach of a provision of the Agreement must be in writing signed
26          by (Name) in the case of a breach by (Name), or by (Name) in the case of a breach by
27          (Name), and such waiver shall not be deemed to be a waiver of any preceding or
28          succeeding breach of the same or any other provision of this Agreement. The failure of a
29          Party to insist upon strict performance of any provision of this Agreement or any
30          obligation under this Agreement shall not be a waiver of such Party’s right to demand
31          strict compliance therewith in the future.
32   1.13.5 The headings in this Agreement are inserted for convenience and identification only and
33          are not intended to describe, interpret, define or limit the scope, extent or intent of this
34          Agreement or any provision thereof.
35   1.13.6 This Agreement may be executed in counterparts, each of which shall be deemed an
36          original, but all of which together shall constitute one and the same Agreement.
37   1.13.7 The Parties agree that they will not use the name, service marks or trademarks of the
38          other Party of any of its affiliated companies in any advertising, publicity release or sales
39          presentations, without such Party’s written consent. Neither Party is licensed hereunder
40          to conduct business under any trademark, service or trade name (or any derivative
41          thereof) of the other Party.

42   1.14    Force Majeure
43   1.14.1 Notwithstanding anything in this Agreement to the contrary, except for payments due
44          hereunder, neither party shall be liable or otherwise responsible for delays, failure in
45          performance, or damages caused by reasons of acts of God, wars revolution, civil
46          commotion, acts of public enemy, embargo, actions of government in a sovereign

     Date . . .                                                                       Date . . .
     Approved by:                                                                     Approved by:

     Ref Doc 127, Ver 0.3                          5/25/2010                                             16
1            capacity, strike, labor difficulties, including without limitation slowdowns, picketing or
2            boycotts, or any other circumstances beyond the reasonable control and not involving
3            any fault or negligence of the Party affected (“condition”). If any such Condition occurs,
4            the Party affected, upon giving prompt notice to the other Party, shall be excused from
5            such performance on a day-to-day basis during the continuance of such Condition (and
6            the other Party shall likewise be excused from performance of its obligations on a day-to-
7            day basis during the same time period), provided, however, that the Party so affected
8            shall use its best reasonable efforts to avoid or remove such Condition and both Parties
9            shall proceed immediately with the performance of their obligations under this Agreement
10           whenever such causes are removed or cease.

11   1.15    Choice of Law
12   1.15.1 This Agreement and any matter relating hereto shall be governed by and construed in
13          accordance with Swiss law.

14   1.16    Arbitration
15   1.16.1 All disputes in connection with the Agreement shall be finally settled under the Rules of
16          Conciliation and the Arbitration of the International Chamber of Commerce (ICC) by three
17          (3) arbitrators appointed in accordance with the said Rules.
18   1.16.2 The place of arbitration shall be (City), (Country) and the proceedings shall be
19          conducted in the English language or any other language, should the primary language of
20          all Parties be that designated language, and the award shall be final and binding and the
21          Parties hereby waive all means of resource to the courts of any country.
22           [Editors Note: Section 1.16.1-2 is suggested contractual language and is not
23           mandatory for inclusion}




     Date . . .                                                                   Date . . .
     Approved by:                                                                 Approved by:

     Ref Doc 127, Ver 0.3                        5/25/2010                                          17
1                                Appendix II Common Annexes

2    Annex I. Agreement Management Principles

3    1.0      Notices
4    Unless otherwise specified in this Agreement;
5             (a) All notices required under this Agreement shall be given in writing
6             (b) All notices shall be either personally delivered, sent via facsimile upon machine
7                 confirmation of receipt, or dispatched by certified mail return receipt requested to the
8                 persons specified in this Agreement or to such other persons at such other
9                 addresses as either Party may designate by written notice to the other
10            (c) All notices, information, and communication are to be given in writing and be in
11                English, or a designated language established by the CDMA Carrier and GSM
12                Sponsor and shall be sent either by mail/email or facsimile to the address indicated in
13                Annex I to Appendix III of this Agreement.
14   Each Party specifies only one contact point for exchange of updates of the Agreement.

15   2.0      Structure of Annexes
16   The Annexes are of two types:
17   “Common” Annexes are common for both Parties.
18   “Individual” Annexes consist of two separate parts, one part for each Party. Each Party provides
19        and maintains its own part. This gives the possibility to update a contact point list individually
20        for each Party. Each set of individual Annexes holds a revision sheet containing an index of all
21        individual Annexes contained, with revision status and recognition level.

22   3.0      Revision Procedure
23   The general revision procedure is specified in the Agreement. For the updating of the Annexes
24   the following procedures are recommended:
25            All updates to the Annexes shall be exchanged by mail or courier. For individual
26            Annexes, each Party updates separately. The updating Party shall forward at least one
27            signed copy of the updated pages, including an updated version sheet to the contact
28            point indicated in Annex I to Appendix III. The receiving Party acknowledges/approves
29            the updating by returning the revision sheet duly signed. For common Annexes, the
30            updating Party shall forward two (2) signed copies of the updated pages to the contact
31            point indicated therein. The receiving Party approves the updating by returning one of the
32            two (2) copies duly signed.
33   Each revision shall be clearly identified by its Revision date. For Annexes of informative type (to
34   be approved by the issuing Party and to be acknowledged by receiving Party), the Revision date
35   is equal to the date of the issue. For other Annexes (to be approved by both Parties) the Revision
36   date is equal to the date when the Annex is approved by both Parties.




     Date . . .                                                                           Date . . .
     Approved by:                                                                         Approved by:

     Ref Doc 44, Ver 2.5                                                                                       18
1    Annex II. Billing and Settlement
2



3    1.0     Billing Data Exchange
4    The implementation of the SP Files or TAP Files
5    The implementation of the SP Files or TAP Files shall be in accordance with the Technical
6    Specifications with the exception of network specific deviations and/or chosen options agreed by
7    both Parties during the testing phase.
8    When TAP Files are sent to CDMA Carrier or ARP both Parties should agree on the TAP version to
9    be used.
10   In case SP Files are sent to CDMA Carrier the format should be agreed on during the testing phase.
11   The SP File or TAP File shall be implemented before the start date of commencement of
12   Interstandard Roaming Services or, if not, that start date will be postponed until SP File or TAP File
13   has been implemented.
14

15   Data Exchange Procedure
16   Interchange of SP or TAP records shall be performed by Electronic Data Transfer (EDT) on a daily
17   basis as much as possible. If the applicable information with respect to Services used on a certain
18   date are not received timely by GSM Sponsor to include these in the SP File or TAP File applicable
19   to that date, this will be included in a following SP File or TAP File.
20

21   Transfer shall be within the standard timescale and the standard frequency as defined in the PRD.
22

23   The transfer schedule for GSM Sponsor sending to the Clearinghouse is: Daily.
24   Any changes in the exchange frequencies shall be agreed before implementation.
25

26   When no charging data are available Notification files will be exchanged.
27

28   Fallback Procedure
29   If GSM Sponsor is unable to support EDT, call records are made available to the Clearinghouse via
30   zip file by e-mail.
31

32   EDT Address as well as Contact Points for enquiries and complaints are defined in each Parties
33         respective Annex V to Appendix III.
34
35   Where there is a delay in sending of the SP files or TAP Files, then CDMA Carrier shall be
36   immediately advised.
37

38   Addresses for sending the billing files according to the fallback procedure as well as Delivery Notes
39   and Contact Points for enquiries and complaints are defined in each Parties respective Annex V to
40   Appendix III.

     Date . . .                                                                       Date . . .
     Approved by:                                                                     Approved by:

     Ref Doc 44, Ver 2.5                                                                                 19
1

2    The use of the fallback procedure does not change the liability as defined under Data Exchange
3    Procedure above.
4

5    Changes in the time schedules
6    Any changes in the time schedules concerning Electronic Data Interchange (EDT) or tapes shall be
7    agreed before implementation.
8

9    Data Clearing House
10   In case CDMA Carrier uses a Data Clearing House for data interchange, the responsibilities of a
11   Party remain as they are defined the Agreement and the Permanent Reference Document.
12

13   For Packet Data services, unless otherwise specified, billing data shall be created and mutually
14   recognized by both CDMA Carrier and GSM Sponsor..
15   The implementation of the TAP Files shall be in accordance with the GSM Permanent Reference
16   Documents with the exception of network specific deviations and/or chosen options agreed by both
17   Parties during the testing phase. The TAP versions exchanged by both Parties are to be agreed on
18   during the testing phase.
19



20   2.0     Invoicing
21   Invoicing must occur within fifteen (15) days after the Close of Billing, except in the event of a
22   technical malfunction.

23   3.0     Currency
24   All amounts to be paid by the Parties pursuant to the terms of this Agreement shall be payable
25   either in Euro or US Dollar converted from the creditor’s national currency, using the prevailing
26   intermediate currency SDR (Special Drawing Right) with the exchange rate in force on 23rd day
27   of the relevant Billing Period.

28   4.0     Billing Period
29   The "Billing Period" is the period running from the day after the Close of Billing day through the
30   Closing of Billing day in the subsequent month (normally the sixteenth (16th) through the fifteenth
31   (15th).

32   5.0     Minimum IMSI Range
33   The "Minimum IMSI Range" is 1,000.




     Date . . .                                                                       Date . . .
     Approved by:                                                                     Approved by:

     Ref Doc 44, Ver 2.5                                                                                  20
1    6.0     GSM Record Type

2    7.0     Tariff Changes
3    Airtime and Packet Data Tariff – When applicable, notice of any applicable changes to
4    airtime/packet data tariffs must be received by CDMA Carrier at least thirty (30) days prior to the
5    proposed changes.
6    International Direct Dialing (IDD) charge – When applicable, notice of any applicable changes to
7    IDD charge tariffs must be received by CDMA Carrier at least thirty (30) days prior to the
8    proposed changes.
9



10   8.0     Error Allowance Rate
11   There may be cases during the settlement process when the total number of packets consumed
12   differs between the CDMA Carrier and GSM Sponsor settlement reports. There should be an
13   allowance for a packet difference (xx%), which should be decided between two parties entering
14   into this agreements.
15   The error allowance rate agreed upon is: _____________

16   9.0     Billing Invoice Summary
17   The minimum information needed for an invoice issued with non-clearinghouse documentation
18   must include the following:
19   For Voice Services:
20   Billing Period (To/From Dates);
21   Batch Sequence Number;
22   Batch Date;
23   Serving and Home SIDs (the five-digit numeric corresponding to the FCC designation of the
24         Carrier);
25   Total Airtime Charges;
26   Total Local Long Distance Charges;
27   Total IDD Charges;
28   Other Charges and Credits;
29   Total Taxes ;
30   Total Charges;
31   Calculation Method of Exchange Rate;
32   Applied Exchange Rate.
33   Billing ID
34

35   For Packet Data Services:
36   Settlement Report (Sample) Assumes use of Clearinghouse – only 1 data BID required

37            ■ CDMA Carrier: (Name)

38            ■ GSM Sponsor:


     Date . . .                                                                     Date . . .
     Approved by:                                                                   Approved by:

     Ref Doc 44, Ver 2.5                                                                               21
1

                             Settlement Period                           Month-Date-Year
               Total Date Size (byte)
               Charge per Byte ($)
               Data Charge ($)
               Tax ($)
               Total Charge ($)
2

3                                         INVOICE (sample)
4

5                                                                                           (Name)
6                                                                                      (Address)
7

8             To: Roaming Partner Name
9             Invoice Number: yyyy-mm-xxx-xxx
10            Invoice Date:
11            Settlement Period: Month, Date, Year ~ Month, Date, Year
12


               CDMA Carrier                                                                (Name)
               GSM Sponsor
               Total Packet Charges                                                US$ xxxxx.xx
               Total Tax                                                           US$ xxxxx.xx
               Total Charges                                                       US$ xxxxx.xx

13

14          Payment Terms:
15                  Payment Due Date:
16                  Bank Name:
17                  Account Number:
18                  Account Name:
19




     Date . . .                                                                Date . . .
     Approved by:                                                              Approved by:

     Ref Doc 44, Ver 2.5                                                                        22
1    10.0    Message Date Edit
2    Message records shall be considered to have failed the CIBER Record Edit if the message is
3    more than thirty (30) days old when it is received at the CDMA Carrier's Authorized Receipt Point
4    ("ARP"). Message records which are rejected from the CDMA Carriers' ARP and returned to the
5    GSM Sponsor shall be considered to have failed the CIBER Record Edit if the message is more
6    than sixty (60) days old. Determination of the age of a message record is from the date of the call.

7    11.0    Liability for Requested Removal/Reinstatement of Exchanges
8    All requests to remove and/or reinstate exchanges must be in writing and sent via facsimile to the
9    contact person identified in the Technical Data Sheet or Appendix III. Such requests shall be
10   completed within one (1) business days following receipt when possible, but not later than three
11   (3) business days following receipt. After the expiration of the three (3) business days deadline, if
12   an exchange is not removed the liability for any fraud incurred will be the responsibility of the
13   GSM Sponsor. The CDMA Carrier shall submit all claims, in writing, for the fraudulent usage to
14   the GSM Sponsor Annex III, Customer Care Principles
15




     Date . . .                                                                      Date . . .
     Approved by:                                                                    Approved by:

     Ref Doc 44, Ver 2.5                                                                               23
1    Annex III Customer Care Principles

2    1.0     General
3    In general, an Authorized Subscriber should contact the Customer Care Services of CDMA
4    Carrier. Whether or not Customer Care by the GSM Sponsor is provided to the Authorized
5    Subscriber is decided upon consultation between the Parties.

6    2.0     Roaming Information
7    Roaming Information (including changes of such information), such as coverage maps, service
8    levels and services (including their date of implementation and tariffs), shall be exchanged
9    between the contact points set forth in Annex V to Appendix III or the Technical Data Sheet.

10   3.0     Network Faults
11   In the event of a perceived network fault an Authorized Subscriber should contact the home
12   Customer Care while roaming in another network.
13   In the event that the Customer Care Services of one Party has a query concerning potential faults
14   of the other Party’s network, then the Customer Care Services shall contact the contact point set
15   forth in Annex V to Appendix III or the Technical Data Sheet.
16   In addition, it may be necessary that technical experts of one Party get into direct contact with
17   other Party’s technical experts (e.g. to establish trouble shooting). In such cases additional
18   contact points shall be provided set forth in Annex V to Appendix III or in the Technical Data
19   Sheet.

20   4.0     Lost/Stolen SIM card
21   In the event that a SIM card or other equipment of the Authorized Subscriber is lost or stolen, the
22   Authorized Subscriber shall be asked to contact his home Customer Care Services. If the
23   Authorized Subscriber contacts the GSM Sponsor’s Customer Care Services, the GSM Sponsor’s
24   Customer Care Services shall provide the Authorized Subscriber with the contact number of his
25   home Customer Care Services; if available to the GSM Sponsors Customer Care services.

26   5.0     Billing Enquiries
27   In the event that a Roaming Customer has an enquiry relating to the amount billed during IIR, the
28   Roaming Customer shall resolve this query with his home Customer Care Services. Any contact
29   with the VPMN will be achieved through his home Customer Care Services.

30   6.0     Customer Service Numbers
31   Customer Service Numbers are contained in Annex …..

32   7.0     Customer Care Contact Numbers
33   Customer Care Contact Numbers are contained in Annex …..
34




     Date . . .                                                                      Date . . .
     Approved by:                                                                    Approved by:

     Ref Doc 44, Ver 2.5                                                                                 24
1    Annex IV. Fraud Prevention Procedures
2



3    1.0     General
4    The Parties shall make their best efforts to implement the fraud prevention procedures outlined
5    below and as may be specified from time to time. The procedures are agreed between the Parties
6    exclusively for the purposes of fraud prevention through the early detection and communication of
7    suspicious activity.
8
9    Where information or data is required to be sent from one Party to another the preferred method
10   of transmission is secured email. However, it is accepted that local laws may prohibit this and in
11   such cases the alternative is the use of fax. All communications referred to below should be sent
12   to the Fraud Contact Person detailed in Annex V to Appendix III.
13
14   Both Parties recognise that the information to be exchanged may be limited by the Data
15   Protection regulations that are further detailed in Annex …..
16
17   In the event that either Party has a query concerning fraud, the Fraud Contact Person defined in
18   Annex V to Appendix III should be contacted. To assist effective communications each party to this
19   agreement will ensure that there is, at least during office hours, one English speaking person on
20   duty.
21



22   2.0     Authentication
23   The Parties agree that an authentication procedure is critical to the prevention of fraud. It is
24   therefore accepted that the GSM Sponsor use of equipment that permits authentication of the
25   Authorized Subscribers is desirable.
26



27   3.0     High Usage Reports
28   GSM Sponsor shall generate and provide CDMA Carrier with High Usage Reports on a daily
29   calendar basis, as described in Annex. The Usage Reports shall contain, at a minimum, the
30   following information:
31         Date on which the report was generated
32         All CDMA Carrier IMSI’s that met or exceeded a set threshold during the twenty four (24)
33            hour period the Usage Reports are designed to represent
34         For each CDMA Carrier IMSI that met or exceeded the set threshold (in total) during the
35            reporting period
36         Identification of country or countries, their associated Roaming Partner, and usage
37            associated with each Roaming Partner - visited by each IMSI listed on the Usage Report
38            during the reporting period
39         Sequential Report Number
40

41   GSM Sponsor shall deliver the Usage Reports for each twenty-four (24) hour period, defined as
42   20:00 hours to 20:00 hours (Local Time), no later than four (4) hours following the end of each
43   respective twenty-four (24) hour reporting period to CDMA Carrier.
44



     Date . . .                                                                   Date . . .
     Approved by:                                                                 Approved by:

     Ref Doc 44, Ver 2.5                                                                            25
1    If the network of GSM Sponsor or Roaming Partner generates a report beyond the reporting time
2    limits outlined in Annex , or fails to generate a report, a liability will arise, whereby, GSM Sponsor
3    will be liable according to the terms and conditions set forth in article of the Agreement.
4



5    4.0     Suspension of Service
6    In the event that fraud is confirmed it is critical that urgent corrective action is taken. In most
7    cases the action will be to bar the Subscriber from accessing Services by inserting the
8    appropriate changes to the HLR.
9
10   CDMA Carrier shall at it’s own discretion block service to its own customers while they roam on a
11   Roaming Partner, via suspension in the CDMA Carrier HLR.


12


13




     Date . . .                                                                      Date . . .
     Approved by:                                                                    Approved by:

     Ref Doc 44, Ver 2.5                                                                                26
1    Annex V. Credit Request
2
3    CDMA Carrier: ______________________________________________________________
4
5    Address: __________________________________________________________________
6
7    Contact: ___________________________________________________________________
8    GSM Sponsor: ______________________________________________________________
9    Date of Invoice: _____________________________________________________________
10   Date of Rated Usage Record Date: ______________________________________________
11   Batch No. and Date: __________________________________________________________
12   Number of Records: __________________________________________________________
13   Amount of Invoice Not Justified: $ _______________________________________________
14   (Airtime & Toll Charges, Other Charges & Taxes) ____________________________________
15
16          _______ Payment Withheld ______ Charge Back
17

18   Reasons for Withholding Payment or for Charge Back:
19   Invoice is inconsistent with the Rated Usage Record Data with respect to:
20            a) Taxes;
21            b) Long distance charges;
22            c) Wireless communications service charges;
23            d) Percentage of wireless communications service;
24            e) Other (see attached reports)
25   Rated Usage Record Data is incomplete for the charges on the attached sheet.
26   IRM or MBI/MIN is not on the list authorized by the CDMA Carrier.
27          IRM              ___________________________________________
28          MBI/MIN          ___________________________________________
29   Charges for Roamer usage specified on the attached sheet that are not authorized by the
30       CDMA Carrier.
31   Batch totals and detail charges do not balance or batch is out of sequence.
32   CIBER rejects.
33   Other (Specify Below)
34

35


36




     Date . . .                                                                 Date . . .
     Approved by:                                                               Approved by:

     Ref Doc 44, Ver 2.5                                                                       27
1    Annex VI.Testing

2    1.0     Certification of testing
3    Both Parties shall exchange Completion Certificates confirming the successful execution of the
4    agreed tests, which includes testing of the TAP/CIBER conversion procedures.
5



6    2.0     Testing of Service availability:
7    The Parties agree to perform relevant tests of service availability, every time one of the Parties
8    indicates a major change which has an impact on International Roaming.
9



10   3.0     Exchange of Testing Data
11   The following shall apply where a SIM card is used by both Parties:
12
13   The GSM Sponsor will make the bilaterally agreed number of test SIM-cards available to the
14   CDMA Carrier under the following conditions:
15       GSM Sponsor provides test SIM-cards to CDMA Carrier as agreed bilaterally in a written
16         notice without any activation fee or any subscription fee. CDMA Carrier will be treated as
17         a customer of the GSM Sponsor.
18       All necessary information concerning the SIM-cards, i.e. IMSI, MSISDN, PIN, PUK, shall
19         be forwarded to CDMA Carrier as well.
20       The SIM-cards remain in the property of GSM Sponsor.
21       It is only allowed to use the test SIM-cards in the Territory network for the purpose of
22         testing of International Roaming functions.
23       TAP-data or CIBER-data for traffic generated by these test SIM-cards shall be included in
24         the normal billing and accounting procedures between the parties and thereby also
25         invoiced by the GSM Sponsor, except for SIM-cards agreed to be non chargeable.
26
27   None of the above shall be construed to allow reselling the SIM card or in any other way forward
28   the SIM card on conditions that could be negative for GSM Sponsor. The SIM card issued as a
29   result of this paragraph must be and remain in the name of the CDMA Carrier.
30
31   Tests before the commercial start of Services (Precommercial roaming phase)
32   As a general principle, it is agreed that the operator actually using test-SIM cards will not receive
33   a payable bill from the issuing operator for the test calls made in the network under test. TAP-data
34   or CIBER-data and bills will only be exchanged for test purposes.
35
36   All costs occurring for calls made outside the network under test will be charged by GSM Sponsor
37   as if they were ordinary customer calls. The testing operator will be fully responsible for these
38   costs. Furthermore, the testing operator is fully liable for all damages and costs incurred by
39   misuse of the test SIM cards.
40
41   Unless otherwise agreed, it is the sole responsibility of GSM Sponsor to block Authorized
42   Subscribers of CDMA Carrier during the precommercial phase and in no case CDMA Carrier has
43   to bear the costs incurred by its customers roaming in the Territory.
44
45   Tests during the Commercial roaming phase


     Date . . .                                                                     Date . . .
     Approved by:                                                                   Approved by:

     Ref Doc 44, Ver 2.5                                                                               28
1    During the commercial roaming phase the usage of these SIM cards is fully chargeable for traffic
2    charges. GSM Sponsor shall therefore have the right to send a (single) bill to the CDMA Carrier
3    for the traffic generated by the provided SIM-cards, however, only if the amount exceeds the
4    bilaterally agreed non chargeable value. The amount charged is only the amount exceeding the
5    non chargeable value calculated on a monthly basis. The non chargeable monthly value for
6    CDMA Carrier is ..... <approx. 50 USD).
7
8    For control purposes GSM Sponsor will attach an itemized bill to the invoice. The tariffs used are
9    as for normal Authorized Subscribers in the Territory. The invoice regarding test SIM cards shall
10   be sent to the address defined in Annex V to Appendix III.
11   In the event that CDMA Carrier has a query concerning the test SIM cards, then CDMA Carrier
12   shall contact the contact point defined in Annex V to Appendix III.
13




     Date . . .                                                                   Date . . .
     Approved by:                                                                 Approved by:

     Ref Doc 44, Ver 2.5                                                                            29
     International Interstandard Roaming
     Agreement                                                         Restricted - Confidential Information
     Appendix III


1                               Appendix III for CDMA Carrier
2    Effective Date:


3    Annex I. Agreement Management Principles
4

5    Individual Annexes
6    The Annexes in this Appendix III are for (Carrier Name) stated on (Date)
7    Each Party provides to the other and maintains its own part.
8

9    Revision Procedure
10   For the updating of the Individual Appendix III for the following procedures are to be followed:
11          Each Party updates Individual Appendix III separately
12          All updates to the Individual Appendix III shall be exchange by mail/email or courier
13          The updating Party shall forward at least one signed copy of a dated Appendix III.
14          The receiving Party approves the updated Individual Appendix III’s by returning one (1) of
15           the two (2) copies duly signed.
16          Each Appendix III revision shall be clearly identified by an effective date clearly stated at
17           the top of the front page.
18

19   Correspondence address
20

21   Company name:
22   Full Address:
23   Contact person:
24   Telephone number:
25   Fax number:
26   Email address:
27




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    Annex IV


1   Annex II. IMSI Notification
2   (Carrier Name) – International Mobile Subscriber Identification number ranges are:
3


4




                                             Version 1.0.0.
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     Annex IV


1    Annex III. Products and Services

2    1.0       Services Provided for Authorized Subscribers
3          Teleservices
4          Call Origination
5          Call Origination restriction (International Services only)
6          Call Termination
7          Call Termination restriction
8          Circuit Switched Data
9          SMS Termination (via IS-41 SMDPP)
10         SMS Origination (by agreement)
11

12         Supplementary Services
13         Call Forwarding unconditional
14         Call Forwarding busy
15         Call Forwarding no answer
16         Call Forwarding default
17         Call transfer
18         Call Waiting
19         Calling Number Identification Presentation (CNP)
20         Calling Number Restriction
21         Cancel Call waiting
22         3 way calling
23         Voice message retrieval (via feature code or revertive call)
24         Voice message notifications (via IS-41 QUALDIR)
25         Call Forwarding unconditional to VMS-MC (via standard call forwarding as above)
26         Call Forwarding busy to VMS-MC (via standard call forwarding as above)
27         Call Forwarding no answer to VMS-MC (via standard call forwarding as above)
28         Call Forwarding default to VMS-MC (via standard call forwarding as above)
29         Feature activation and deactivation
30         Authentication
31


32




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     Agreement                                                      Restricted - Confidential Information
     Annex IV


1    Annex IV. Billing and Accounting

2    1.0      GSM Voice Roaming Rates (example only)
3

4    Roaming MO calls
5    For Roaming (MO) the following zones apply:
6

7             Europe (Zone 1)
8             See Annex …… for list of countries
9             USA / Canada (Zone 2)
10            See Annex ….. for list of countries
11            Rest of the world (Zone 3)
12            See Annex ….. for list of countries
13            Extraordinary Specials (Zone 4)
14            See Annex ….. for list of countries
15

16

17   For calls within and between these zones, the following tariffs have been set:
18


      From / To    Zone 1     Zone 2      Zone 3     Zone 4

      Zone 1

      Zone 3

      Zone 4

19

20   Roaming MT calls
21   For Roaming (MT) the following zones will apply:
22


     Into                          Rate

     Zone 1

     Zone 3

     Zone 4
23



                                                   Version 1.0.0.
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     International Interstandard Roaming
     Agreement                                                           Restricted - Confidential Information
     Annex IV
1    SMS MO
2    EUR/USD xxx,xx
3

4    SMS MT
5    EUR/USD xxx,xx
6

7    Conditions
8    For this offer, the following conditions hold:
9             SIM-cards should be ordered with a minimum of xxx SIMs per order/shipping
10            For all calls a 60/60 billing tact, (unitisation of billing) applies (first minute charged as a
11             whole, calls longer than one minute are rounded up to 60-second-multiples)
12            All tariffs are in Euros/US Dollar, excluding VAT
13            Tariffs exclude CIBER conversion costs, IDD-rate (MT only), international toll free,
14             premium rate and special service numbers
15            Tariffs exclude international toll free, premium rate and special service numbers
16



17   2.0       GSM Data Roaming Rates
18

19   Charging Principle
20   1) Charges will apply to the sum of uploaded and downloaded traffic.
21   Total data usage, regardless of content/traffic type, is charged to the CDMA Carrier in
22       cumulative bytes generated by CDMA Carrier's Authorized Subscribers.
23   Charges are in (e.g., xKB increments).
24   No daily surcharges apply.
25

26   Data Rates: $.XX per MB
27



28   3.0       GSM SIM card Rates
29

30   Activation & Licensing fee per GSM SIM card
31   EUR/USD xxx,xx
32




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1    Annex V. Contact List GSM Sponsor

2    Billing Contact:

3       Telephone:

4       Fax:

5       Email:

6    Invoice and Settlement Contact:

7       Telephone:

8       Fax:

9       Email:

10   Customer Care Contact:

11      Telephone:

12      Fax:

13      Email:

14   Network Faults - Networks Operations Center hours/days: (e.g., 24/7)

15   Roaming Operations / Technical Support –

16   Escalation Contact:

17      Telephone:

18      Fax:

19      Email:

20   Fraud Contact:

21      Telephone:

22      Fax:

23      Email:

24




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1   Customer Service Numbers

2      Emergency Calls

3      Directory Service

4      Operator Assistance:

5      Local Customer Service:

6      Vanity numbers: (i.e., Roadside service)

7




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1    Annex VI. Confirmation Letter for Bilateral Roaming Service
2

3

4                       Commercial Start of Unilateral Roaming Service
5                                          Between
6                              GSM Sponsor and CDMA Carrier
7


8


9    This letter is to confirm that on date the two undersigned Parties CDMA Carrier and
10   GSM Broker agree to open the Interstandard Roaming Services to CDMA Carrier’s
11   roaming subscribers. The commercial roaming service is in accordance to the conditions
12   set out in the International Roaming Agreement signed by the two Parties.
13


14


15


16



     Date:                                          Date:




     for CDMA Carrier                               for GSM Sponsor

     IR manager                                     IR manager

17


18




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1    Annex VII. GSM Coverage
2

3    Country     Network name   Type of network                Voice   GPRS   WCDMA
4

5    Examples:
6

7    Spain       Telefonica     GSM 900/1800                       x      x
8    Spain       Vodafone       GSM 900/1800 – WCDMA 2100          x      x     x
9    UK          Orange         GSM 1800                           x      x
10   UK          Vodafone       GSM 900/1800 – WCDMA 2100          x      x     x
11

12




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1    Annex VIII. Terms of Use for Subscribers
2

3

4    1.    Subscriber agrees that it is a physical given that for mobile telecommunication services
5          the possibility of creating or maintaining a connection and the quality of the connection
6          are not equal or adequate in every location at any time.
7    2.    Subscriber agrees that Services may be adversely affected and may (temporarily) be
8          unavailable as a result of physical factors (such as buildings, tunnels, mountains, etc.),
9          atmospheric circumstances, or adjustments to or maintenance of the network of GSM
10         Sponsor or another provider of telecommunication services, failure in the interconnection,
11         jamming transmitters or other causes.
12   3.    Subscriber shall prudently protect the GSM SIM Card against loss, abuse, theft or
13         damage. To prevent unauthorized use it is recommended that the Subscriber keep the
14         security codes, i.e. the “PIN” and “PUK” codes, provided to them, secret to the extent
15         possible, keep such codes separate and use them sensibly.
16   4.    If the GSM SIM Card is no longer in the Subscriber’s possession due to loss, theft or
17         damage, or if the Subscriber suspects abuse of the GSM SIM Card, Subscriber will
18         contact CDMA Carrier to block the GSM SIM card.
19   5.    Upon termination of the Agreement or if the Services are no longer purchased, the
20         Subscriber shall destroy the GSM Sponsor SIM Card.
21   6.    The Subscriber warrant normal use of the GSM SIM Card for the purpose of purchasing
22         Services, as intended by such providers according to reasonable standards. The
23         Subscriber shall be liable for any damage arising as a result of unlawful use of the
24         Services and the GSM SIM Card.
25   7.    The Subscriber shall refrain, and prevent others, from using the GSM SIM Card or
26         Services for any purpose (pattern) other than that intended by the relevant
27         telecommunications operator, in any way whatsoever, including “annoyance”,
28         “spamming” or any other form of harassment, creating, or having third parties create,
29         connections with buy lines (090x numbers) on a large scale or committing criminal
30         offenses.
31




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1    Annex IX. Permanent Reference Document
2



3    A)    Disputed Calls and Amounts and Requests for Credit

4    A1.   The Relationship between PMN Operators and Subscribers
5

6    A1.1 As a general principle a subscriber is a contracted party of CDMA CARRIER. There is no
7         contractual relationship between a visiting subscriber and any GSM SPONSOR Operator.
8         Also, there is no contractual relationship between the CDMA CARRIER subscriber and any
9         Roaming Partner. Accordingly, CDMA CARRIER is autonomous in defining its own
10        business policy and more specifically its credit policy towards its home subscribers.
11

12   A1.2 Any decision as to whether or not a credit should be granted to a complainant subscriber
13        lies only with CDMA CARRIER, whether or not the request for credit relates to GSM
14        services provided by GSM SPONSOR or its Roaming Partners.
15

16   A1.3 The decision made by CDMA CARRIER to grant credit to a complainant home subscriber
17        shall not automatically entitle, but shall not prevent, CDMA CARRIER to a "back-to-back"
18        credit from GSM SPONSOR.
19



20   A2.   The Relationship between CDMA CARRIER and GSM SPONSOR
21         There is no contractual relationship between Roaming Partners and CDMA CARRIER.
22         There are contractual relationships between GSM SPONSOR and CDMA CARRIER within
23         the frame of International Interstandard Roaming.
24

25   A2.1 Except as otherwise disclosed in the Agreement, disputed amounts are initially payable, in
26        the case of CDMA CARRIER, or receivable, in the case of GSM SPONSOR, amounts on
27        which the parties do not agree.
28

29         Disputed amounts may result from different situations, examples of which are given below.
30

31         Disputed calls which may result in disputed amounts including:
32                calls that have not been made or received but that have been billed through SP
33                 Files;
34                calls that have been made or received while they should not have occurred (e.g.
35                 the subscriber had no valid subscription or the calls should not have been
36                 authorized by GSM Sponsor or its partner networks);
37                calls for which one or more values detailed in the record are not correct (duration of
38                 the call, location of the calling party,...);


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1                 calls that have not been correctly priced in the records (wrong tariff, wrong SDR
2                  exchange rate in the SP Files,...);
3                 charging records that have been transferred to CDMA CARRIER more than once;
4                 charging records that have been transferred to CDMA CARRIER outside of the
5                  agreed timescale;
6                 missing charging records (e.g. mobile terminated call records).
7                 All such Disputed calls that initially clear the edits of the Clearinghouse will be paid
8                  by CDMA CARRIER and subsequently settled between the Parties.
9          Disputed amounts may also arise from incorrect invoices and/or settlements:
10                discrepancies between the invoice and the value of the SP File transfers
11                 corresponding to the invoicing period ;
12                discrepancies between the invoices and the amounts actually settled.
13                Such disputed amounts shall be initially paid by CDMA CARRIER based on the
14                 amounts reported by the Clearinghouse and subsequently settled between both
15                 Parties.
16

17   A2.2 Once a claim has been notified it will be settled by bilateral agreement between GSM
18        Sponsor and CDMA CARRIER. The settlement of any agreed claims shall be by means of
19        credit notes or correction invoices, including documentation as appropriate.
20

21   A2.3 The amounts for which a Credit Note is requested may be accumulated by GSM
22        SPONSOR. The accumulated Credit Note shall be issued on the next invoice subsequent
23        to agreement on the credit amount.
24

25   A2.4 Claims may be notified at any time up to six months after the elements causing the dispute
26        were made available to the disputing Party.
27

28   A2.5 Once a claim has been notified the passage of time shall not be a bar to settlement. Nor
29        shall prior payment of accounts relating to calls which subsequently become the subject of
30        a claim prejudice the validity of the claim.
31

32   A2.6 The Parties agree to seek to resolve any dispute arising out of the Agreement in
33        accordance with article 20 of the Agreement.
34

35         The nominated persons in each company, in the event that contact person identified in the
36         roaming agreement is not used, of both parties shall work in good faith to try to resolve the
37         dispute in accordance with article 20 of the Agreement.
38

39

40

41

42

43


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1

2

3

4

5

6


7    B)    Charging Principles
8

9    B1.   Tariff Structure
10         GSM Sponsor agrees with CDMA CARRIER an Inter Operator Tariff (IOT) according to the
11         principle of flat rate tariffs per zone.
12         The flat rate tariffs are fixed rates per zone. There are 4 zones detailed in ANNEX I.7.2
13         being:
14                Europe
15                Home Zone
16                Rest of the World
17                Special Exceptions
18

19         The calls are charged for the first full minute and all following full minutes. No call set-up
20         charge is applicable.

21   B2.   Originating calls (Mobile Originated Call – MOC)
22         Where a subscriber roams internationally and originates a call on a network of a Roaming
23         Partner, GSM Sponsor will bill CDMA CARRIER through the billing procedure agreed with
24         the Clearinghouse in respect of the use of the network of the visited operator. The charges
25         raised will be at GSM Sponsor’s IOT.
26         CDMA CARRIER may use the charging record supplied through CIBER as the basis for
27         subscriber billing.

28   B3.   Receiving calls (Mobile Terminated Calls - MTC)
29         Where a subscriber of CDMA CARRIER receives a call whilst roaming internationally, the
30         Roaming Partner will raise a charging record and is obliged to transmit this to GSM
31         Sponsor through TAP Records no matter whether this MTC record is chargeable or non
32         chargeable (the price charged to CDMA CARRIER shall be in accordance with GSM
33         Sponsor’s IOT). The called party may be charged for the “call rerouting part”.
34

35         CDMA CARRIER can use the charging record as the basis for any charge that may be
36         applicable for rerouting the call from the subscriber's home country to the visited country
37         where the subscriber received the call. The rerouting part of a Mobile Terminated call may
38         be charged by CDMA CARRIER to the subscriber on the basis of a call originated in the
39         home country of the roaming subscriber to the visited country in which the call is received.
40         The call rerouting charge to the called party would consequently depend on the country in
41         which the call is received rather than where it originated.

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1

2          It is desirable that where the required information is available, CDMA CARRIER should be
3          able to adjust his tariff to reflect calls that both originated and terminated within the territory
4          of the visited operator.
5



6    B4. Supplementary Services (SS)
7          When a subscriber roams internationally and originates a call on a visited network GSM
8          Sponsor will bill CDMA CARRIER through CIBER in respect of the use of the visited
9          network. The charges raised will be at GSM Sponsor's IOT.
10

11         In the case of the use of supplementary services being initiated by a roaming called
12         subscriber during the course of a mobile terminated call, GSM Sponsor may produce a
13         charging record with a price related to the use of the SS per the tariffs detailed in ANNEX
14         I.3.
15

16         Charging records need only be transferred from GSM Sponsor to CDMA CARRIER where
17         the use of the supplementary service is chargeable by GSM Sponsor or where a record is
18         required for customer care purposes.

19   B5.   Freedom of Tariffing
20

21         Retail charging is beyond the scope of the Agreement. Each PMN Operator has the
22         freedom to set the level of its network tariffs without restriction. This freedom shall extend
23         not only to the level of the tariffs but also to the method of their application.
24



25   B6.   Inter-Operator Tariff (IOT) and Changes to IOT
26


27    B6.1 Each call record transferred by GSM SPONSOR via SP File shall be priced according to its
28         IOT. In addition, the call record shall contain all necessary information to allow CDMA
29         CARRIER to re-price the call if it wishes.
30

31   B6.2 Changes to GSM SPONSOR’s IOT shall be allowed for the following reasons, if and only if,
32        GSM SPONSOR in changing its IOT provides to CDMA CARRIER - and simultaneously -
33        with Individual Annex I notification, appropriate detailed explanation of the notified change:
34


35          Regulatory or government requirements, excluding taxation regulation, provided GSM
36             SPONSOR provides CDMA CARRIER documents to substantiate such a claim.
37          Introduction of new services.
38          Quarterly (three (3) monthly) Pricing Reviews.
39




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1    B6.3 The change will not come into effect until the relevant explanation has been made available
2         to CDMA CARRIER, regardless of the date of the Individual Annex I notification.
3

4    B6.4 Bearing in mind contractual obligations with 3rd parties, GSM SPONSOR should use all
5         reasonable endeavours to give the maximum possible notice of unscheduled changes to its
6         IOT.

7    B7. Interconnect Accounting
8          There is a relationship between each PMN and other networks with which they
9          interconnect. These networks may be international carriers, national fixed or other national
10         mobile networks. Each PMN Operator must negotiate with those network operators with
11         whom it interconnects as to the basis of compensation for receipt and delivery of calls. In
12         all cases the accounting relationship is not in the scope of the Agreement but for bilateral
13         negotiation between the PMN Operator and the other network operator.
14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

33




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1    C)    GENERAL CONSIDERATIONS FOR THE SHORT MESSAGE SERVICE

2    C1.   INTRODUCTION
3

4    C1.1 For provision of the Short Message Service a Service Centre is always involved. A Service
5         Centre (SC) is functionally and commercially separate from the PMN even if it may be
6         integrated into a PMN. There may be more than one Service Centre providing services to
7         a PMN
8

9    C1.2 Service Centres are outside the scope of both GSM and MoU and therefore can offer their
10        services in any way they desire and can charge for the services they provide in any
11        manner they deem fit, without constraint.
12

13   C1.3 This document deals only with the basic principles of the Short Message Service and billing
14        processes relevant between PMN Operators.
15

16   C1.4 PMN operators wishing to enter into commercial SMS interworking between their networks
17        shall sign an SMS addendum to the International Roaming Agreement.
18

19   C1.5 Subject to applicable laws, a APMN operator remains free to enter into such agreement
20        with other PMN operators, their service centres and their services it has chosen.
21

22   C1.6 A PMN Operator not wishing to provide the SMS interworking service to any or all of their
23        International Roaming partners should provide a written notice to all affected roaming
24        partners.
25

26   C1.7 A PMN Operator may have technically open SMS interworking between their networks on a
27        free of charge basis. In such a case, unless it could provide very good technical
28        justifications, it should follow the rules hereafter:
29

30   C1.7.1 It will make its best efforts to allow the continuity of the SMS interworking Service and will
31          act swiftly to correct malfunctions upon receiving notice of such malfunction from other
32          parties.
33

34   C1.7.2 If it wishes to terminate the SMS interworking Service to any of its roaming partners, it
35          must give written notice of no less than 60 days to those roaming partners.

36   C2)   CHARGING PRINCIPLES FOR THE USE OF THE SERVICE
37   C2.1. When a message is sent it must always be sent via a Service Centre.
38



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1    C2.1.1 Mobile Originated Short Messages
2            For a mobile originated Short Message (SMS_MO) there can be considered two stages:
3            the first stage is the transfer of the Short Message from the originating Short Message
4            Entity to the Service Centre, the second stage is the handling of a Short Message by a
5            Service Centre in accordance with the Service Centre's specifications and conditions.
6            The first stage is successful when the message has been received and acknowledged by
7            the Service Centre. The second stage is successful when handled according to the
8            Service Centre's conditions.
9

10   C2.1.2 Mobile Terminated Short Messages
11           A mobile terminated Short Message (SMS-MT) refers to the transfer of a Short Message
12           from the Service Centre to the receiving Short Message Entity. It is successful when the
13           message has been received and acknowledged by the terminating Short Message Entity.
14

15   C2.1.3 These two components (SMS-MO and SMS-MT) are considered to be totally
16          independent events and any action resulting in the use of both are treated as two entirely
17          separate events for charging purposes.
18

19   C2.2 The originating and terminating Short Message Entities may or may not be mobile stations.
20        However, basic and charging principles as well as billing processes are such that they can
21        be applied irrespective as to whether a mobile station is involved.
22

23   C2.3 Where an APMN sends a Short Message to an HPMN's subscriber a bilateral agreement
24        on SMS interworking between the two PMNs is necessary.
25

26   C2.4 The PMN Operator who provides the service is responsible for the initiation of collection
27        procedures for any charges he raises.
28

29   C2.5 Short messages are optimally routed. I.e. a message will be sent directly from the PMN
30        where it originates (OPMN) via a Service Centre to the receiving Short Message Entity in
31        whichever PMN he is located (TPMN).

32   C3)   CHARGING PRINCIPLES APPLICABLE TO SHORT MESSAGE SERVICE
33

34         Inter Operator charging between Service Centre Operators and PMN Operators for the
35         Short Message Service are outside the scope of this PRD.

36   C3.1 General Principle
37         CDMA CARRIER shall provision the subscriber with the Short Message Service (SMS) on
38         a subscription basis. Mobile originated and mobile terminated services may be separately
39         provisioned. One or both subscriptions may be zero charged.



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1   C3.2 Mobile Originated SMS
2        For mobile originated SMS messages, GSM SPONSOR may charge CDMA CARRIER the
3        amount stipulated in ANNEX I.3.1.

4

5

6




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1    D)    Subscription Fraud Management

2    D1.   DEFINITION
3          Subscription Fraud occurs when a subscriber takes out service and has no intention of ever
4          paying the bill. This is different to Bad Debt, which occurs when a customer is not able to
5          settle a bill, but had intended to when service was taken out. It is often very difficult to
6          distinguish between the two, and in most companies, bad debt figures would include
7          subscription fraud losses.

8    D2.   DESCRIPTION
9          The most common way to commit a subscription fraud is to take out service in another
10         person’s name. This is done either by obtaining the appropriate identification documents of
11         a third party or by creating fraudulent documents. The fraudulent subscriber may use his
12         own name and sometimes will falsify some of his personal details.
13         Another effective means for the fraudster is to apply for service in a company’s name; this
14         could either be a fictitious company or could appear be a well known company, which the
15         fraudster is purporting to represent.
16         Fraudsters can also use stolen credit cards to pay for services and may even just have
17         stolen credit card details which they would give over the phone or fax, without ever having
18         to go into a dealer.

19   D3.     EXPOSURE
20         GSM is relatively exposed to subscription fraud because it is the only means to make free
21         calls on GSM, as opposed to the analogue systems around the world which are also
22         relatively easy to clone (i.e. duplicating legitimate customers’ serial numbers).
23         Furthermore, GSM offers the potential fraudster an enhanced array of services, far in
24         excess of what was available on any analogue network, the most renown of which is
25         International Call Forwarding. In addition GSM offers the fraudster the opportunity to roam
26         internationally, which also exploits the time delay in transmitting call records between
27         operators.
28         While some of the subscription fraud may be carried out for free personal usage, the
29         greatest risk occurs when it is exercised as part of an organised criminal activity in call
30         selling operations and premium rate fraud scams. It is also very attractive to criminals who
31         can carry out their international business at no charge and also enjoy the anonymity that
32         GSM guarantees.

33   D4.     INFLUENCES
34         There are many factors which will influence the level of GSM subscription fraud an operator
35         will be exposed to. The fraud risk will be greater:
36         1. where fraud is already prevalent on the other local mobile and fixed networks
37         2. in those geographic areas which have a concentration of other criminal activity
38         3. in markets where the level of competition between the operators is very high
39         4. where the distribution channel is “fragmented” with service providers and sub-dealers
40         5. if there are onerous legal & regulatory constraints preventing the sharing of fraud data

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1          6. where there are ineffective penalties to deter petty criminals from subscription fraud
2          7. for those operators which don’t have an effective fraud manager in their organisation

3    D5.   LIABILITY
4          Except as noticed in Annex II.C.6, the subscription fraud liability rests with the network
5          operator or service provider who granted service to the fraudulent subscriber, namely
6          CDMA CARRIER.
7          Although many operators do not bear any direct subscription fraud risk, they must ensure
8          that they are enabling their service providers to manage their exposure effectively, by
9          offering a range of call barring services and sending regular high usage reports.
10         It is also important to recognise that the acceptance of credit cards as payment does not
11         necessarily guarantee settlement from the issuer of the card. It is normal banking practice
12         that where these transactions are carried out over the phone/fax (i.e. the actual card is not
13         viewed), the operator/service provider will be totally liable for any non-payment.

14   D6.   PROCEDURES
15         The subscription fraud risk can be minimised by developing procedures to control the
16         acceptance of new customers. There are five key elements which need consideration:
17         A. Document Checking - This procedure is carried out in order to verify that the
18            prospective customer is who he/she claims to be. This involves detailed checking of
19            identity documents to check authenticity. The following would indicate potential fraud:
20            thick photographs, irregular letter spacing, different letter sizes/fonts, and erase
21            marks/imperfections.
22         B. Information Validation - This is carried out to ensure that the details given by the
23            prospective customer are valid and accurate. Many different personal details can be
24            checked, the most important of which are probably the address and telephone
25            numbers. Others commonly used include date of birth, marital status, present
26            employer and bank/credit card details. Registration details of companies must also be
27            checked. This information can be used to create a credit scoring system. Public credit
28            bureau/reference agencies should be subscribed to (where available) in order to
29            automate this process on a real-time basis. Operators should also set up their own
30            “blacklists” of previous non-payers and should investigate the opportunity of sharing
31            this type of information with other telecom companies and financial institutions.
32         C. Payment Guarantee - This procedure attempts to reduce the risk of non-payment by
33            the prospective customer. A Direct Debit facility can be set up with the customer’s bank
34            which would facilitate automatic payment of bills. Alternatively, a deposit or first
35            payment could be requested at the time of connection. Credit Limits can be set in
36            order to cap any potential loss; indeed, the best way to guarantee consistent payment
37            is to set up a prepaid service, where the customer pays in advance for all usage. It
38            should, however, also be recognised that Direct Debits, Credit Cards and Cheques are
39            not guarantees of payment from the customer until the funds are actually cleared.
40         D. Service Restriction - This involves selectively limiting initial access for new customers
41            to expensive features which are highly attractive to fraudsters. These would include
42            International Call Forwarding, International Dialing, International Roaming, Premium
43            Rate Dialing and Conference Calling. Operators should introduce as much flexibility as
44            possible into all these services, so that they can be tailored to specific customer
45            requirements. In other words, there should ideally be different levels of international
46            dialing, call forwarding and roaming which are not inter-dependent. In addition,

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1             operators should have a firm policy to restrict the sale of multiple handsets, and
2             especially multiple SIMs, on one application.
3

4         E. Post-Sale Procedures - After the sale is completed, numerous procedures should be
5            actioned to further verify the validity of the new customer. These include calling the
6            customer at the fixed numbers given, checking the address by sending a welcome
7            letter, sending an interim invoice or taking the first payment from the bank (where
8            applicable).
9

10




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1    E)   GENERAL TECHNICAL REQUIREMENTS FOR LEGAL INTERCEPTION IN GSM
2         NETWORKS
3




                   REQUESTING                                                         GSM PLMN
                   FUNCTION (RF)
                                         1                                 2

                                      REQUESTING                       REQUESTING
                     Requesting       FUNCTION     Administration      FUNCTION          GMSC
                     Function                      Centre                                MSC/VLR
                                                   RF         PLMN
                        RF                                                               PLMN

                                                                     NETWORK RELATED
                                                                     DATA
                                                                               3a
                                         3b
                     Receiving                     Mediation                                          HLR
                                                                                    4a
                     Function                                          PRODUCT
                                          4b         Device
                        RF
                                                    RF     PLMN




                                                                                    TARGET / MSISDN




4

5

6

7    Notes:
8             1: Paper or direct request
9             2: Electronic request
10            3a and 3b: Product, such as speech, data.
11            4a and 4b: Network related data.
12            3b and 4b above may be combined within SS7.
13            In the Administration Centre or mediation Device either the RF or PLMN operator may be
14            involved.
15

16                               Figure 1. General Specification for Interception.
17



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1          Figure 1 shows the general system for interception. An administration centre receives
2          requests for interception (1), and interacts with the GSM network over a data link, usually a
3          packet type mechanism such as X25 (2). Network related data (3a and 3b) and product (4a
4          and 4b) are then delivered to the Requesting Function (RF). The differentiation between the
5          PLMN and RFs will vary amongst countries, and different interface specifications may
6          apply.

7    E.1   General Principles
8          The PLMN network should be able to provide access to the product and network related
9          data (such as speech and data and call associated data of all calls of targets). As a
10         minimum requirement the target should be identifiable by IMSI(s). There should be
11         provision for unambiguous connection of the product and network related data to the
12         remote requesting function (RFs). A secure means of administration of the service should
13         be available to the PLMN operator and/or appropriate requesting functions in accordance
14         with national laws.
15



16   E.2   Capability
17         The following minimum capabilities are required:
18         1. It will be possible to support as product voice, user data, facsimile and SMS
19            interception.
20         2. Roamers from other PLMNs may also be targets.
21         3. Mobile originating, terminating, and diversion or multiparty calls will be capable of
22            interception.

23   E.3   Operation
24         The interception service shall not alter the operation of target's service or provide indication
25         to any party involved in the call, Output product should be in "clear" form - no GSM air
26         interface or PLMN generated air interface encoding or encryption is present (the PLMN
27         cannot remove subscriber encryption). The service should not alter the standard functions
28         of GSM network elements. The product and network related data shall be delivered as near
29         as possible to the time the call is made.

30   E.4   GUIDELINES FOR INFORMATION TO BE RECORDED

31   E4.1 Subscriber Details
32         Data to be stored for marked target:
33            IMSI
34            Connection address for the RF
35            Type of output: Product or network related data or both.

36   E4.2 Information Provided
37         Product or network related data (if required, where available):
38



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1          o   IMSI
2          o   Type of call (i.e. originating, terminating, unknown).
3          o   A party number, B party number
4          o   Diversion or multiparty numbers
5          o   Start time of call
6          o   Finish time of call
7          o   Location information
8          o   Bearer service used
9          o   Error message for incomplete calls or data (that is, the end of call clearing reason)
10         and when requested:
11         -   Type of service (voice, GPRS,...)
12

13         Note: Connected party numbers may only be available for calls completely contained within
14         an ISDN based network.
15

16   E5.   INTERCEPTION MECHANISMS
17



18   E5.1 Targets
19         GSM has not standardised the operation of interception. An HLR based indication would
20         require PLMN specific adaptation of the MAP and does not support the monitoring of
21         roaming targets. As a minimum the information on targets will be held by the GMSC and/or
22         MSC/VLR.

23   E5.2 Interception Output, Product and Network Related Data.
24         The product of the A and B party will be additionally connected to an output port (such as a
25         three party bridge) of the MSC which routes the product to an RF via a mediation device.
26         Interception of several different targets may need to occur at the same time, and the
27         system must be capable of operating in this way. Some types of call may require multiple
28         links to the RF. Different RFs may require the same information, but in some countries no
29         information should be given about which other RFs within that country are using the
30         information
31         A PLMN operator may use an appropriate PSTN/ISDN interconnection to the monitoring
32         centre or a private wire. Network related data may be routed to the RF by fixed link or
33         public/private data network or by an adapted SS7 signaling protocol. It should be possible
34         to unambiguously relate the network related data to the product at the RF. In some
35         countries, separation of the A and B parties transmission channels may be required.

36   E5.3 Administration Mechanism.
37         A secure means of administrating the service by the PLMN operator and/or requesting
38         function is necessary. This mechanism should provide for the addition and removal of


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1           subscribers from the marked list by authorised personnel. Access should be policed by
2           appropriate authentication and audit procedures.

3    E5.4 Merging and Processing of Product and Network Related Data.
4           This aspect of the service is not addressed by this document. It is a matter of discussion
5           between relevant authorities and the PLMN operator as to responsibilities for the provision
6           of the mediation device.


7    E.6 DELIVERY MECHANISMS
8           The mediation device is the interface between the PLMN and the RFs. Ownership by the
9           PLMN or RF depends on prevailing understandings. It is responsible for the translation and
10          delivery of the right format of the required information. It is also the point where assurance
11          and auditing of the correct operation of the delivery of the information will take place.

12   E6.1 ISDN
13          Where the Telecom infrastructure supports delivery by digital links and ISDN signaling it
14          may be most economic to allocate an E164 address to the RF, particularly for countries
15          with many RFs. Some means of ensuring call content integrity and security may be
16          necessary according to national legal requirements. Switch connection to the RF may
17          require for example the A-Number (that means MSISDN of the marked person) transfer in
18          order to associate product with network related data.

19   E6.2 Private Wire.
20          Private wire delivery of product and network related data will obviate the need for ISDN or
21          PSPDN or CSPDN infrastructure where these are not available.
22

23   E7.    DEFINITIONS
24   A party                           The originating party number
25   A3                                Authentication algorithm A3
26   A5/1                              Encryption algorithm A5/1
27   A5/2                              Encryption algorithm A5/2
28   A5/X                              Encryption algorithm A5/1-7
29   A8                                Ciphering key generating algorithm A8
30   B Party                           The called part number
31   CSPDN                             Circuit Switched Public Data Network
32   ETSI                              European Telecommunications Standards Institute
33   GMSC                              Gateway Mobile-services Switching Centre
34   GPA                               GSM PLMN Area
35   GSM                               Global System for Mobile communications
36   GSM MS                            GSM Mobile Station
37   GSM PLMN                          GSM Public Land Mobile Network

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1    IMEI                      International Mobile station Equipment Identity
2    IMSI                      International Mobile Subscriber Identity
3    ISC                       International Switching Centre
4    ISDN                      Integrated Services Digital Network
5    LA                        Location Area
6    LR                        Location Register
7    MoU                       Memorandum of Understanding
8    MS                        Mobile Station
9    MSC                       Mobile-services Switching Centre,
10   MSCU                      Mobile Station Control Unit
11   MSISDN                    Mobile Station International ISDN Number
12   MT                        - Mobile Terminated
13   MT (0,1,2)                - Mobile Termination
14   MTM                       Mobile-To-Mobile (call)
15   Network Associated Data   Data associated with a call, excluding the actual user
16                             data or Product such as voice, data etc.
17   PLMN                      Public Lands Mobile Network
18   PP                        Point-to-Point
19   Product                   Data sent by user such as voice, fax or data
20   PSPDN                     Packet Switched Public Data Network
21   PSTN                      Public Switched Telephone Network
22   PW                        Private Wire
23   RF                        Interception Authority or similar requesting an
24                             interception of a PLMN operators
25   SG                        The GSM Association Security Group
26   SIM                       Subscriber Identity Module
27   SMG                       Special Mobile Group
28   SMS                       Short Message Service
29   SS7                       Signaling System No. 7
30   Target                    A MSISDN (or sometimes IMEI, IMSI) which is to be
31                             made the subject of an interception
32

33




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1    Annex X. SIM Order Form
2

3    Number of SIMS to be ordered (minimum xxx):
4

5    Customised artwork: yes/no
6            Customised artwork requires an artwork design to be delivered by the CDMA Carrier. Artwork
7            specifications and requirements are available on request.
8

9    Special SIM profile:      yes/no
10           A special profile allows the home operator to have certain settings “burned” into the SIMS. These
11           settings can be specified in the next blocs.
12

13   PIN-code at power on: yes/no
14           The PIN code is the code to be entered at power-on, before the SIM can be used. A default code
15           for all SIM’s is advised, otherwise a complete SIM administration procedure for the PIN code’s has
16           to be set up by the CDMA Carrier.
17

18   SMSC / Short Message Centre Address: <E164-compliant address>
19           The service message centre address specifies the GSM SMSC to be used for the Interstandard
20           Roaming.
21

22   Pre-fit entries in SIM Phone Book entries: yes/no
23           CC    NDC      Subscriber number        Name/description
24           Example:
25           +1    800      123 4567                 Customer Services
26

27           Pre-fit telephone numbers can be “burned” into the SIM. These numbers will be easy accessible for
28           each user. Filling in the Country and National Destination Code will make sure that customer can
29           connect to the pre-fit numbers World Wide.
30

31   Welcome Message at start-up of the handset: yes/no
32           Text: ……………………………………………….
33

34           The welcome message on the SIM is supported by some handsets. This message will be shown ad
35           power on, it is possible to leave a greeting message from the CDMA CArrier. The Welcome
36           Message should not be confused by the Welcome Message of the handset, which is supported by
37           all handsets and which is set by the phone manufacturer or phone supplier.
38

39   Default language at start-up of handset:


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1          English
2          Other: ……………………
3

4          The language of the user menu on the phone is determined by the country code of the phone
5          number unless the SIM is set to show another language. The language on the SIM is default set to
6          English. Please be aware that the chosen language should also be supported by the phone.
7

8          Signed for approval,                                           Signed for approval,
9

10         < Name GSM Sponsor>                                            < Name CDMA Carrier>
11

12         NAME: _____________________                                    NAME: _____________________
13

14

15         -------------------------------------------                    ------------------------------------------
16




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1     Annex I. Contact List CDMA Carrier
2    Billing Contact:

3      Telephone:
4      Fax:
5      Email:
6    Invoice and Settlement Contact:

7      Telephone:
8      Fax:
9      Email:
10   Customer Care Contact:

11     Telephone:
12     Fax:
13     Email:
14   Network Faults - Networks Operations Center hours/days: (e.g., 24/7)

15   Roaming Operations / Technical Support –

16   Escalation Contact:

17     Telephone:
18     Fax:
19     Email:
20   Fraud Contact:

21     Telephone:
22     Fax:
23     Email:
24   Customer Service Numbers

25     Emergency Calls
26     Directory Service
27     Operator Assistance:
28     Local Customer Service:
29     Vanity numbers: (i.e., Roadside service)
30




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