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Sample Fraudulent Check Release and Settlement Agreement

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									CDMA International Roaming Agreement

        Between Carrier 1 and Carrier 2

                         CDG Document 44


                               Version 3.0

                          7 November 2008



                        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    Introduction .......................................................................................................... 1
3    CDMA International Roaming Agreement ........................................................... 2
4                  1.0       Preamble......................................................................................................... 2
5                  2.0       Recital ............................................................................................................. 2
6                  3.0       Mutual Agreement ........................................................................................... 2
7                  4.0       Term ............................................................................................................... 3
8    Appendix A              General Terms and Conditions .................................................... 5
9                  1.0       Definitions ....................................................................................................... 5
10                 2.0       Provision of Service ......................................................................................... 8
11                 3.0       Technical Configurations ................................................................................. 9
12                 4.0       Exchange of Information .................................................................................. 9
13                 5.0       Billing ............................................................................................................ 10
14                 6.0       Settlement ..................................................................................................... 11
15                 7.0       Customer Care .............................................................................................. 12
16                 0.8       Fraud ............................................................................................................ 12
17                 9.0       Limitation of Liability ...................................................................................... 12
18                 10.0      Suspension of Agreement.............................................................................. 12
19                 11.0      Termination of Agreement ............................................................................. 13
20                 12.0      Successors and Assigns................................................................................ 13
21                 13.0      Miscellaneous................................................................................................ 14
22                 14.0      Force Majeure ............................................................................................... 15
23                 15.0      Choice of Law................................................................................................ 15
24                 16.0      Arbitration ...................................................................................................... 15
25                 17.0      Indemnification .............................................................................................. 16
26   Appendix B              Common Documents................................................................... 17
27         B-1: SID/BID List ............................................................................................................... 17
28         B-2: Agreement Management Principles ............................................................................ 18
29                 1.0       Notices .......................................................................................................... 18



     Ref Doc 44, Ver. 3.0                                                                                                                         ii
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


1        B-3: Billing and Settlement................................................................................................. 19
2                1.0       Amendment of Operating Procedures ............................................................ 19
3                2.0       Close of Billing............................................................................................... 19
4                3.0       Billing Data Exchange.................................................................................... 19
5                4.0       Invoicing ........................................................................................................ 19
6                5.0       Currency ....................................................................................................... 19
7                6.0       Billing Period ................................................................................................. 19
8                7.0       Settlement ..................................................................................................... 19
9                8.0       Minimum Line Range ..................................................................................... 20
10               9.0       IRM and MBI/IRM Notification ........................................................................ 20
11               10.0      CIBER Record Type ...................................................................................... 20
12               11.0      Tariff Changes ............................................................................................... 20
13               0..8      Error Allowance Rate ..................................................................................... 20
14               13.0      Billing Invoice Summary................................................................................. 20
15               14.0      Message Date Edit ........................................................................................ 24
16               15.0      Liability for Requested Removal/Reinstatement of Exchanges ....................... 24
17       B-4: Customer Care Principles ........................................................................................... 25
18               1.0       General ......................................................................................................... 25
19               2.0       Roaming Information ..................................................................................... 25
20               3.0       Network Faults .............................................................................................. 25
21               4.0       Lost/Stolen ESN ............................................................................................ 25
22       B-5: Fraud Prevention Procedures ..................................................................................... 26
23               1.0       General ......................................................................................................... 26
24               2.0       Report on Suspected Fraud ........................................................................... 26
25       B-6: Credit Request ........................................................................................................... 28
26       B-7: Products and Services ............................................................................................... 29
27       B-8: Rates ......................................................................................................................... 30
28               Carrier 1 as the Serving Carrier................................................................................. 30
29               1.0       CDMA Voice Rates ........................................................................................ 30
30               2.0       CDMA SMS Rates ......................................................................................... 31
31               3.0       CDMA Data Roaming Rates .......................................................................... 31
32               Carrier 2 as the Serving CarrierError! Bookmark not defined.오류! 책갈피가 정의되어 있지 않습니다.
33               2.0       CDMA SMS Rates ......................................................................................... 33
34               3.0       CDMA Data Roaming Rates .......................................................................... 33
35       B-9: Confirmation Letter for Bilateral Roaming Service ....................................................... 34




     Ref Doc 44, Ver. 3.0                                                                                                                    iii
    CDMA International Roaming Agreement_Carrier 1_Carrier 2


1   Appendix C       Addendum to the CDMA International Roaming Agreement
2                    (Operation Level Agreement) ..................................................... 35
3             1.0    Definitions ..................................................................................................... 35
4             2.0    Network ......................................................................................................... 36
5             3.0    Billing ............................................................................................................ 36
6             4.0    Troubleshooting............................................................................................. 38
7


8




    Ref Doc 44, Ver. 3.0                                                                                                                 iv
    CDMA International Roaming Agreement_Carrier 1_Carrier 2


1                                      Revision History

               Date            Version                          Description

      5 August 1999              1.0      Initial CDG release


      15 October 2004            2.0      Second CDG release (Section edits and additions
                                          through CDG IRT Working Group – Roaming
                                          Agreement and Templates)

      20 October 2004            2.1      Section edits and additions through CDG IRT
                                          working group – Roaming Agreement and Templates

      22 October 2004            2.2      Section edits and additions through CDG IRT
                                          working group – Roaming Agreement and Templates

      30 October 2004            2.3      Section edits through Commercial Session, IRT
                                          meeting

      15 November 2004           2.4      Proposed changes from VZW


      23 June 2005               2.5      Updated document to reflect proposal from VZW and
                                          terms agreed and approved by other IRT members

      19 January 2008            2.6      Added addendum: Operation Level Agreement


      10 April 2008              2.7      Proposed changes from KDDI, Pelephone, and VZW


      24 June 2008               2.8      Proposed changes from LGT


      24 October 2008            2.9      Formatting and editing (including technical writer
                                          review)

      7 November 2008            3.0      Third CDG release


2




    Ref Doc 44, Ver. 3.0                                                                       v
1                                          Introduction
2    This document presents an industry-standard CDMA International Roaming Agreement intended
3    to be executed between a Home Carrier and a Serving Carrier. This document also includes
4    important additional information in the following appendices:
5    Appendix A:    Sets forth and explains general terms and conditions that apply for the
6                   Agreement
7    Appendix B:    Includes common documents (annexes) that pertain to both carriers:
8                   B-1:    SID/BID List
9                   B-2:    Agreement Management Principles
10                  B-3:    Billing and Settlement
11                  B-4:    Customer Care Principles
12                  B-5:    Fraud Prevention Procedures
13                  B-6:    Credit Request
14                  B-7:    Products and Services
15                  B-8:    Rates
16                  B-9:    Confirmation Letter for Bilateral Roaming Service
17   Appendix C:    Operation Level Agreement, a recommended addendum to the standard CDMA
18                  International Roaming Agreement
19




     Ref Doc 44, Ver. 3.0                                                                        1
1                  CDMA International Roaming Agreement

2    1.0     Preamble
3    THIS AGREEMENT dated as of the ______ day of ____________, 20XX.
4    By and between:
5    Carrier 1,
6    having its registered address at ________________________________________________
7    (hereinafter referred to as “Carrier 1”)
8    and
9    Carrier 2,
10   having its registered address at _______________________________________________
11   (hereinafter referred to as “Carrier 2”)


12   2.0     Recital
13   WHEREAS, the Parties desire to make reciprocal arrangements between each of the above-
14   mentioned cellular operating companies individually represented by Carrier 1 and Carrier 2 to
15   facilitate the provision of wireless communication services to Roamers in accordance with
16   Appendix A, “General Terms and Conditions,” and Appendix B, “Common Documents,” attached
17   hereto. (Appendix A and Appendix B are incorporated herein, and such Appendices hereto are
18   referred to herein as the "General Terms.")


19   3.0     Mutual Agreement
20   NOW, THEREFORE, in consideration of the mutual promises herein set forth and intended to be
21   legally bound hereby, the Parties do hereby agree as follows:
22   Under the conditions set forth herein, to be bound by the General Terms attached hereto, as they
23   may be properly amended from time to time.
24   The Home Carrier shall be liable to the Serving Carrier in accordance with Section 5.0 of
25   Appendix A for all of the service and pass-through charges in accordance with the tariffs of the
26   Serving Carrier for all calls chargeable to the Home Carrier's customers (including the customers
27   of its resellers) and invoiced by the Serving Carrier to the Home Carrier as specified in Appendix
28   B-3: Billing and Settlement.
29   3.1     Each Party hereby represents and warrants that it has been authorized by all necessary
30           action to enter into this Agreement.
31   3.2     Each Party hereby covenants and agrees that it shall either directly, or through its
32           exercise of Control over its respective licensees set forth in Appendix B-1: SID/BID List,
33           provide Wireless Service to the other Party in accordance with the terms and conditions
34           set forth herein.
35   3.3     Effective thirty (30) days following notice to the other Party, or at such later time as may
36           be specified in such notice, a Party may delete from this Agreement, and Appendix B-1
37           shall be deemed amended to delete, any Market that such Party sells or divests or


     Ref Doc 44, Ver. 3.0                                                                                   2
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


1            otherwise ceases to possess, either through the sale, transfer or assignment of its direct
2            ownership of such Market, or Control of a Person that has direct ownership of such
3            Market. Such notice shall constitute a representation and warranty by the notifying Party
4            that such Market is no longer being served by an existing Licensee and that such
5            Licensee is no longer authorized to provide Wireless Service in such Market.
6    3.4     Effective thirty (30) days following notice to the other Party, or at such later time as may
7            be specified in such notice, a Party may incorporate in this Agreement, and Appendix B-1
8            shall be deemed amended to add, any Market which such Party acquires, either through
9            the acquisition of direct ownership of such Market, or the Control of a Person that has
10           direct ownership of such Market; provided however that, to the extent the Market that is
11           the subject of such notice is not located within the notified Party’s Domestic Public
12           Wireless Radio Telecommunications Service Area, then such Market shall not be added
13           without the written consent of the other Party, which it may give or withhold in its sole
14           discretion. Any notice delivered as contemplated by the preceding sentence shall include,
15           with respect to the Market that is the subject of the notice, the Market name and state,
16           the SID/BID number, and the name of the Licensee. Any such notice shall constitute a
17           representation and warranty by the notifying Party that the Licensee is authorized to
18           provide Wireless Service in such Market.
19   3.5     Nothing herein shall restrict either Party's right to sell, assign, or transfer a Market or a
20           portion of a Market without any consent or restriction from the other Party. Such sale,
21           assignment, or transfer will result in that Market’s deletion from this Agreement unless the
22           Market is sold, assigned, or transferred to another Licensee or Permittee that is a Party to
23           this Agreement.
24   3.6     This Agreement shall become effective on the date set forth above and in accordance
25           with its terms and conditions and shall continue in effect in accordance with the
26           provisions hereof.
27   3.7     The parties warrant and represent that their respective signatories whose signatures
28           appear below have been and are as of the Effective Date of this Agreement duly
29           authorized by all necessary and appropriate corporate action to execute this Agreement.


30   4.0     Term
31   This Agreement shall have an initial term (the “Initial Term”) commencing from the date of
32   execution and expiring three years from the date of execution. Thereafter, this Agreement will
33   automatically renew for a period of one (1) year (the “Renewal Term”) unless written notice of
34   termination is given by either Party no less than six (6) months prior to the expiry of the Initial
35   Term or any Renewal Term.
36




     Ref Doc 44, Ver. 3.0                                                                                  3
    CDMA International Roaming Agreement_Carrier 1_Carrier 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:




    Carrier 1                                      Carrier 2

    Date:                                          Date:




    By:                                            By:

            Name:                                          Name:

            Title:                                         Title:




    Ref Doc 44, Ver. 3.0                                                                     4
1               Appendix A     General Terms and Conditions

2   1.0         Definitions
    Term                      Meaning
    AAA                       Authentication, Authorization, and Accounting, which is used for
                              user authentication, service authorization, and billing accounting
    Affiliate                 As used with respect to a person, any other person who controls,
                              is controlled by, or is under common control with such person
    Agreement                 Refers to the CDMA International Roaming Agreement, including
                              all attachments and appendices attached thereto and each
                              Party’s “Technical Data Sheet,” provided from time to time, to
                              which general terms and conditions for roaming are attached
    Assume Negative           The validation process by which roamers are assumed
                              unauthorized until a positive notification has been received by the
                              Serving Carrier
    Authentication            The direct exchange of ANSI-41 messages over SS7 connections
                              through a network of Carriers by which the identity of the Roamer
                              is confirmed through the use of industry-standard encryption
                              algorithms. The Serving Carrier will follow the authentication
                              process as described in the IS-41 standard.
    ARP                       Authorized Receipt Point; the locations or address of the Party
                              designated by the Home Carrier as the delivery point for its
                              CIBER Records and authorized agent for performing CIBER Edits
    Authorized Roamer         A roamer using equipment with (a) the IRM listed in accordance
                              with Section 3.1 of Appendix A or (b) the MBI/MIN combinations
                              listed in accordance with Section 3.1 of Appendix A for whom the
                              Serving Carrier has received a positive validation in accordance
                              with the provisions thereof
    Band Class                Spectrum allocation specified in 3GPP2 C.S0057, version 1.0
    BID                       Billing Identification, a five-digit code administered by CIBERNET,
                              which may be used instead of a SID for billing purposes to
                              indicate a specific service area within a SID
    Broker                    The third-party vendor used by both Parties to enable packet data
                              services, including AAA broker services, data billing support
                              services, and detail reporting of packet data services




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

    Ref Doc 44, Ver. 3.0                                                                       5
CDMA International Roaming Agreement_Carrier 1_Carrier 2


Term                         Meaning
CDMA                         Code Division Multiple Access, which is standardized as IS-95 by
                             the Telecommunication Industry Association (TIA) in the United
                             States of America or its equivalent standard in each country
CDMA 1X                      The upgraded network and services of IS-95A/B for high-speed
                             data services
CIBER                        Cellular Inter-Carrier Billing Exchange Roamer record, an
                             industry-standard record format used to transfer roamer billing
                             data
CIBER Record                 The publication prepared by CIBERNET Corporation
Clearinghouse                The entity that provides for the exchange of CIBER Records and
                             performs industry-accepted CIBER edits
CNIP                         Calling Number Identification Presentation
Control                      This term, including the correlative meanings of the terms
                             “controlled by” and under “common control with,” as used with
                             respect to any person, means the possession, directly or
                             indirectly, of the power in fact or in law to direct or cause the
                             direction or management of a person, whether through the
                             ownership or voting securities, by contract or otherwise, including
                             without limitation, in the case of persons who provide wireless
                             services, the possession of the ability to direct the roaming
                             policies and operations of such person without incurring any
                             obligation to pay any money or convey any other economic
                             benefit, directly or indirectly, upon any third party.
ESN                          Electronic Serial Number, which is encoded in the customer's
                             cellular wireless device set by the manufacturer
Home Carrier                 A Party that provides, either directly or through its exercise of
                             control over a licensee, Wireless Services to its (or its Licensee’s)
                             customers in a Market
ICC                          International Chamber of Commerce
IDD                          International Direct Dialing
IFAST                        International Forum on ANSI-41 Standards Technology
IMF                          International Monetary Fund
IMT-2000                     International Mobile Telecommunications-2000
IR                           International Roaming
IRM                          International Roaming Mobile Identification Number, a number
                             that is assigned by a Home Carrier to each of its registered
                             customers to provide service to its customers. Such IRM is
                             managed and assigned by IFAST
ITU                          International Telecommunication Union



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

Ref Doc 44, Ver. 3.0                                                                            6
CDMA International Roaming Agreement_Carrier 1_Carrier 2


Term                            Meaning
Licensee                        A license or permit holder authorized by governmental authorities
                                to operate a wireless system and provide wireless services in the
                                relevant market(s), as set forth in Appendix B-1: SID/BID List
Market                          (a) The geographical area, identified by a SID, BID, or other like
                                governmental identifier, in which a Person has a license or permit
                                to provide Wireless Services, or (b) the licenses and/or permits
                                and associated wireless system assets a Person owns or leases
                                and deploys to provide Wireless Service in a geographical area
                                identified by a SID, BID, or other like governmental identifier
MBI                             MIN Block Identifier, the set of the first six digits of the MIN
                                assigned by a Home Carrier to identify a line number range of its
                                MSIDs
MDN                             Mobile Dialable/Directory Number, a subscriber’s dialable
                                telephone number that the calling party dials in a number ported
                                environment. The MDN remains with subscribers as they port to
                                different telecommunications service providers for Wireless
                                Service.
MEID                            Mobile Equipment Identifier; will be used in new wireless
                                equipment in place of the ESN. The only difference is that the
                                MEID will consist of 14 characters instead of today’s 11-digit
                                ESN. MEID and ESN are used interchangeably in the Agreement.
MIN                             Mobile Identification Number, a number that is assigned by a
                                Home Carrier to each of its registered customers. The MIN is
                                transmitted by the wireless device, for purposes of registration. In
                                a wireless local number portability environment, the MIN, which
                                may or may not be the same as the MDN, identifies the service
                                provider associated with a subscriber.
MSID                            Mobile Station Identifier, a number assigned by a Home Carrier to
                                each of its registered customers.
Person                          Any natural person, corporation (including any non-profit
                                corporation), general or limited partnership, limited liability
                                company, joint venture, estate, trust association, organization, or
                                other entity
PRL                             Preferred Roaming List, which contains information to assist the
                                mobile station system selection and acquisition process when the
                                mobile station is roaming
PV                              Pre-Call Validation, call validation that occurs between the
                                Serving Carrier and the Home Carrier switches before a call is
                                connected, with the purpose of detecting and blocking fraudulent
                                call attempts
RSP                             Roaming Service Provider
Service (or Wireless Service)   Telecommunications service for the transmission and reception of
                                voice, data, and voice-related features provided by means of
                                radio

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

Ref Doc 44, Ver. 3.0                                                                              7
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


     Term                             Meaning
     Serving Carrier                  The Party that provides, either directly or through its Control of a
                                      licensee, Wireless Service for customers of the other Party, while
                                      such customers are out of their Home Carrier’s Market and in the
                                      Market of the Serving Carrier
     SID                              System Identification number, a five-digit code assigned by the
                                      organization authorized to assign such number in the
                                      correspondent country
     SMDPP                            SMS Message Service Delivery Point to Point
     SMS                              Short Message Service
     SMSC                             Short Message Service Center
     TDS                              Technical Data Sheet, a document used by the roaming industry
                                      in the United States and elsewhere to periodically notify Serving
                                      Carriers of technical information about the Home Carrier’s
                                      Markets. Such information includes, but is not limited to, the list of
                                      valid MBI combinations of its customers, SIDs, BIDs, market
                                      names, point codes, realms, and AAA configuration and
                                      application server IP addresses. Voice and SMS service TDS is
                                      defined in CDMA Development Group Reference Document #82
                                      version 1.2. Packet Data TDS is defined in CDMA Development
                                      Group Reference Document #124 version 1.2. Billing TDS is
                                      defined in CDMA Development Group Reference Document #59
                                      version 1.0. Carriers agree to use the latest CDG approved
                                      versions of these reference documents.


1    2.0     Provision of Service
2    2.1     In respect of and subject to their licenses or rights and other national binding regulations
3            to establish and operate CDMA networks, the Parties to this Agreement agree to
4            establish International Roaming (IR) between their CDMA networks in accordance with
5            relevant agreed-to CDMA specifications, including all the commercial aspects, as defined
6            in the Appendices hereto and/or as may be amended from time to time by mutual written
7            agreement.
8    2.2     The Services provided by the Serving Carrier are specified in Appendix B-7, and may be
9            amended from time to time by mutual written agreement.
10   2.3     Both Parties agree that Authorized Roamers may experience conditions of service
11           different from the conditions in the Home Carrier’s network. However, conditions of
12           service shall not differ substantially from those provided to the subscribers of the Serving
13           Carrier.
14   2.4     Either Party as Serving Carrier may introduce new Services or change its existing
15           Services as it sees fit, provided that (a) the Home Carrier and its Authorized Roamers are
16           not obligated to accept or pay for such new service, and (b) each Party will use
17           reasonable endeavors to give the other Party at least four (4) weeks’ written notice of any
18           introduction or change that impacts materially on the other Party as Home Carrier.
19   2.5     Non-domestic calls (outside of the Serving Carrier country or other geographic area) shall
20           be blocked by the Serving Carrier absent specific written instructions (or non-written IS-


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

     Ref Doc 44, Ver. 3.0                                                                                 8
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


1           41 messaging instructions) to the contrary from the Home Carrier. If the Home Carrier
2           provides such instructions or the IS-41 messaging to allow for the dialing of non-domestic
3           calls for individual MIN/ESN/IRM combinations and passes the appropriate feature profile
4           to the Serving Carrier, then non-domestic calls shall be allowed for those specific
5           ESN/MIN/IRM combinations by the Serving Carrier, if the Serving Carrier has the
6           technical capability to allow this service on a carrier-by-carrier basis. The Serving Carrier
7           will reimburse the Home Carrier for non-domestic calls that are allowed contrary to this
8           provision. The Home Carrier shall compensate the Serving Carrier for any non-domestic
9           calls by Authorized Roamers permitted in compliance with such written or IS-41
10          messaging instructions.
11   2.6    Each Home Carrier whose customers (including the customers of its resellers) receive
12          Wireless Service from a Serving Carrier as Authorized Roamers under this Agreement shall
13          pay to the Serving Carrier that provided such Wireless Service 100% of the Serving Carrier's
14          charges for Wireless Service set forth in Appendix B-7: Products and Services and
15          Appendix B-8: Rates or other Serving Carrier charges (e.g., directory assistance).
16   2.7    Each Party may from time to time hereafter seek to amend Appendix B-8: Rates, of this
17          Agreement, to split a SID into multiple BIDs, upon thirty (30) days’ written notice to the
18          other Party. BID additions will utilize rates previously used by the SID, as defined in
19          Appendix B-7: Products and Services and Appendix B-8: Rates, provided the BIDs cover
20          the same geographic area as the prior SID.
21   2.8    If an incorrect roaming rate is charged by the Serving Carrier to the Home Carrier in the
22          markets listed in Appendix B-1: SID/BID List, the Serving Carrier shall refund all amounts in
23          excess of the contract rate back to the Home Carrier within ninety (90) days of notification by
24          the Home Carrier. Each Carrier shall have twelve (12) months from the end of the settlement
25          period to invoice for amounts in excess of the contract rate. The Home Carrier shall have no
26          obligation to make up a deficit in case of any undercharging by the Serving Carrier.
27   2.9    Either Party should make a commercially reasonable effort to provide the other Party with at
28          least forty five (45) days’ written notice of any specification change that materially impacts on
29          the other Party.
30   2.10   Each Party's network and mobile stations shall be compliant to International Mobile
31          Telecommunications-2000 (IMT-2000), defined by International Telecommunication Union
32          (ITU).


33   3.0    Technical Configurations
34   3.1    Network configuration for the services defined in Appendix A, Section 2.0, follows CDMA
35          Development Group Reference Document #52 version 1.0 and Document #116 version
36          1.0.
37   3.2    The Billing System configuration and inter-carrier settlement scheme for the services
38          defined in Appendix A, Section 2.0, follows CDMA Development Group Reference
39          document #59 version 1.0 and CDMA Development Group document #116 version 1.0.


40   4.0    Exchange of Information
41   4.1    The TDS contains a list furnished by the respective Parties of the valid IRMs or MBI/MINs
42          used by their respective customers. The Parties shall accept the IRMs or MBIs/MINs of
43          the other Party. Each IRM or MBI/MIN is and shall be within the entire line range (0000-
44          9999), or a specified portion thereof, in accordance with the TDS. Each Party shall be
45          responsible for all billings properly made under this Agreement to any number listed by
46          such Party within the range or ranges specified by it in the TDS. Additions, deletions, or

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

     Ref Doc 44, Ver. 3.0                                                                                  9
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


1           changes to IRMs and line number range(s) for their respective customers shall be sent by
2           each Party to the other Party in the form of an updated TDS.
3    4.2    All information not of public record that is exchanged pursuant to this Agreement shall be
4           treated as confidential. Parties obtaining such confidential information through this
5           Agreement shall use it only as necessary to carry out the purposes of this Agreement or
6           as necessary to comply with national law, rules, or regulations. Parties obtaining
7           confidential information through this Agreement shall not disclose its contents, except as
8           necessary to its duly authorized agents to carry out the purposes of this Agreement, or as
9           necessary to comply with national law, rules, or regulations. The obligation to protect the
10          confidentiality of information shall survive the termination of the Agreement for a period of
11          five (5) years, except customer-specific information, which will survive until it otherwise
12          becomes public information.
13          All information related to the Authorized Roamer’s secrecy of communication (“Private
14          Information”) including, but not limited to, CIBER Records and messages provided from
15          both Parties’ AAA, shall be exchanged securely, if requested by the other Party. In the
16          case of exchanging a file with private information via e-mail, a password to the file is
17          required, at a minimum.


18   5.0    Billing
19   5.1    Each Home Carrier shall be responsible for billing to, and collecting from, its own
20          customers all charges, including, but not limited to, local taxes that are incurred by such
21          customers as a result of service provided to them as Authorized Roamers by the Serving
22          Carrier.
23   5.2    The Serving Carrier shall be responsible for the computation of all taxes, governmental
24          fees, and governmental impositions that are required by law to be charged to a Home
25          Carrier by a Serving Carrier with respect to the provision of service to Authorized
26          Roamers, and each such tax, fee, and imposition shall be billed by the Serving Carrier to
27          the Home Carrier, paid by the Home Carrier to the Serving Carrier, and remitted by the
28          Serving Carrier to the appropriate governmental authority.
29   5.3    Each Serving Carrier that provides Wireless Service to an Authorized Roamer pursuant
30          to this Agreement shall forward Authorized Roamer billing information, on at least a daily
31          basis, in accordance with the procedures and standards set forth in the CIBER Record to
32          the Home Carrier's Authorized Receipt Point (ARP), with the exception of system
33          outages, billing conversions, or any other unexpected occurrence that prevents such
34          transmission, provided that the Serving Carrier shall use its best efforts to provide notice
35          of such unexpected occurrence. The Home Carrier will pay for Authorized Roamer
36          charges based on the settlement report provided by its clearinghouse and pursuant to
37          provisions of Appendix B-3: Billing and Settlement. Except for Serving Carriers using the
38          CIBERNET Corporation net settlement program, each Serving Carrier that provides
39          Wireless Service to an Authorized Roamer pursuant to this Agreement shall send the
40          Home Carrier a paper invoice within the time period specified in Appendix B-3: Billing and
41          Settlement. This invoice shall reflect all charges relating to service for which Authorized
42          Roamer billing information was forwarded to the Home Carrier during the previous "Billing
43          Period," as defined in Appendix B-3: Billing and Settlement. The Serving Carrier will use
44          the information provided by its Clearinghouse for invoice preparation and support. The
45          Home Carrier shall be furnished with an invoice setting forth the same information
46          required in Appendix B-3: Billing and Settlement from non-Clearinghouse Serving
47          Carriers. In either case, the Home Carrier will only pay for Authorized Roamer charges
48          based on the settlement report provided by its Clearinghouse.


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

     Ref Doc 44, Ver. 3.0                                                                             10
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


1    5.4    Creation and mutual recognition of Authorized Roamer packet data billing information
2           between each Home and Serving Carrier should take place in accordance with the
3           procedures and standards set forth in Appendix A, Section 3.0 Technical Configurations.
4           Except for Serving Carriers using any type of net settlement program from an
5           independent agency, each Serving Carrier that provides packet data service to an
6           Authorized Roamer pursuant to this Agreement shall send the Home Carrier a paper
7           invoice within the time period specified in Appendix B-3: Billing and Settlement. This
8           invoice shall reflect all charges relating to packet data services during the previous
9           “Billing Period,” as defined in Appendix B-3: Billing and Settlement.
10   5.5    In the case where both Parties agree to use the net settlement program, the Parties
11          agree to reconcile data usage volumes upon the Home Carrier’s request, provided that
12          the difference between the data amount aggregated from the Home Carrier’s AAA and
13          the data amount on the Broker’s monthly billing report is more than the Error Allowance
14          Rate as set forth in Appendix B-3: Billing and Settlement. The Serving Carrier shall issue
15          credit to the Home Carrier at the next Billing Cycle, should both Parties agree that the
16          Broker’s monthly billing report is incorrect after such reconciliation.
17   5.6    Where the Authorized Roamer billing information required to be provided by the Serving
18          Carrier in accordance with Section 5.2 above is not in accordance with the CIBER
19          Record, the Home Carrier may return the defective record to the Serving Carrier as
20          provided in the CIBER Record. Returning the defective record will be in accordance with
21          CIBER Record established procedures. The Serving Carrier may correct the defective
22          record and return it to the Home Carrier for billing, provided that the time period from the
23          date of the call to the receipt of the corrected record does not exceed the time period
24          specified in Section 14.0 in Appendix B-3: Billing and Settlement
25   5.7    The Serving Carrier agrees that, in the event of a defective CIBER Record, where it fails
26          to provide or correct the billing information pursuant to Sections 5.3 and 5.6 above for
27          any reason, it will make reasonable efforts to remedy, at the Serving Carrier’s expense,
28          such failure as soon as practicable and no later than the mutually agreed deadline
29          between the Serving Carrier and Home Carrier, regardless of the period of time specified
30          in Appendix B-3: Billing and Settlement hereof. In no event shall this section, Section 5.7,
31          be construed as releasing the Serving Carrier from any obligation and/or liability under
32          other provisions hereof, specifically including Sections 5.2, 5.3, and 5.6 above.
33   5.8    No credit for insufficient data or defective records shall be permitted, except as provided
34          in Section 5.3 and 5.6 above, unless mutually agreed upon by the Parties. Any credit that
35          is requested by the Home Carrier must be fully documented and submitted using the
36          format set forth in Appendix B-6: Credit Request.


37   6.0    Settlement
38   6.1    Each Party will settle its accounts with the other Parties on the basis of billing information
39          received pursuant to Section 5.0 hereof as of the "Close of Billing," as that phrase is
40          defined in Appendix B-3: Billing and Settlement. The Home Carrier shall remit in
41          accordance with Section 7.0 of Appendix B-3: Billing and Settlement to the Serving
42          Carrier's designated account by wire transfer or check those amounts as are due to the
43          Serving Carrier as of the Close of Billing. Carriers using a bilateral net settlement
44          procedure using a financial clearinghouse are not required to submit a paper invoice and
45          will make payments in accordance with such net settlement procedures.
46   6.2    Unless otherwise permitted hereunder or mutually agreed upon by the Parties, any
47          payment that is received later than the date permitted in Appendix B-3: Billing and
48          Settlement shall be subject to a late charge equal to that set forth therein. The only


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

     Ref Doc 44, Ver. 3.0                                                                               11
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


1           exception to this requirement shall be late payments that are delayed in forwarding
2           through circumstances beyond the control of the Home Carrier and agreed to by the
3           Serving Carrier, which agreement shall not be unreasonably withheld.


4    7.0    Customer Care
5    7.1    The responsibility of each Party concerning customer care is set forth in Appendix B-4:
6           Customer Care Principles.


7    8.0    Fraud
8    8.1    Both Parties shall cooperate in good faith regarding the procedures concerning fraudulent
9           or invalidated use of Service as set forth in Appendix B-5: Fraud Prevention Procedures.


10   9.0    Limitation of Liability
11   9.1    Neither Party shall be liable to the other Party under or in connection with the Agreement
12          except:
13          a. In respect of charges to be paid to the Serving Carrier pursuant to Appendix A,
14             Section 5.0.
15          b. To the extent of its negligence, where such negligence results in proven damage or
16             loss to the other Party, in which event the liability of the negligent Party shall be
17             limited to and shall in no event exceed $100,000.00 in United States currency with
18             respect to any one incident or series of incidents arising from the same cause.
19   9.2    Furthermore, in no event shall either Party be liable for any consequential damage or loss
20          of whatsoever nature, including, but not limited to, loss of profit or loss of business.
21   9.3    In no event shall any employee of either Party or of an Affiliated company be liable to the
22          other Party for any act of negligence or intent under or in connection with the Agreement.
23          Save for the limitations in Section 9.1, nothing in the foregoing shall in any way restrict
24          the liability of either Party for the actions of its employees.
25   9.4    Limitation of liability as described in this section shall not apply if damage or loss is
26          caused by a Party's willful misconduct (including fraud) or gross negligence.
27   9.5    Limitation of liability of the Parties, as described in this section, shall not apply to damage
28          resulting from bodily injury or death.


29   10.0   Suspension of Agreement
30   10.1   Notwithstanding anything to the contrary, the Serving Carrier may without liability
31          suspend or terminate any or all service to Authorized Roamer(s) in circumstances where
32          it would suspend or terminate those Services to its own subscriber(s), including, but not
33          limited to:
34          a. subscribers using equipment that is defective or illegal,
35          b. subscribers causing any technical or other problem on the Serving Carrier’s network,
36          c.   suspected fraudulent or invalidated use,
37          d. validation of the subscription not being possible,




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

     Ref Doc 44, Ver. 3.0                                                                               12
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


1           e. network being unavailable due to maintenance or enhancement, or
2           f.   roaming becoming technically or administratively impracticable on any Party’s
3                markets(s).
4           If the suspension continues for more than six (6) months, the Home Carrier shall have the
5           right to terminate this Agreement by written notice. The Serving Carrier shall notify the
6           Home Carrier of any such suspension or termination, before enactment (if practical), or
7           as soon as possible afterward.
8    10.2   In the case of a proposed suspension of Service to all Authorized Roamers, the Serving
9           Carrier shall use reasonable efforts to give four (4) weeks’ written notice to the other
10          Party, prior to the suspension taking effect.
11   10.3   The Home Carrier has the right at any time, without discriminating between carriers in
12          that country and without liability, but giving reasonable written notice to the Serving
13          Carrier, to suspend access to the Serving Carrier for its own subscribers roaming in the
14          Serving Carrier, or if it is technically more practicable to require that the Serving Carrier
15          take actions to suspend all of Services to the Authorized Roamers, the Serving Carrier
16          shall use its best efforts to comply with such requirement within one (1) week after receipt
17          of the notice. The suspension shall be removed as soon as the reason for the suspension
18          has been removed by the Serving Carrier to the satisfaction of the Home Carrier.


19   11.0   Termination of Agreement
20   11.1   This Agreement may be terminated as follows;
21          a. by mutual written agreement of the Parties;
22          b. at the option of either Party upon the occurrence of any of the following events to the
23             other Party:
24                   i.    material breach of any of this Agreement, if such breach shall continue for
25                         sixty (60) days after receipt of written notice thereof;
26                   ii.   voluntary liquidation or dissolution;
27                   iii. bankruptcy or insolvency; or
28                   iv. a final order by the relevant governmental authority revoking or denying
29                       renewal of the wireless communications service license or permission to
30                       operate a CDMA network.
31   11.2   The termination or suspension of this Agreement shall not affect the rights and liabilities
32          of the Parties under this Agreement with respect to all Authorized Roamer charges
33          incurred prior to the effective date of such termination or suspension.


34   12.0   Successors and Assigns
35   12.1   The Parties may not sell, assign, transfer, or convey its interest in this Agreement or any
36          of its rights or obligations hereunder without the written consent of the other Party, except
37          that a Party may assign its rights and obligations hereunder to an assignee of its wireless
38          communications license or permit issued by recognized government body, provided that
39          such assignee expressly assumes, by written instrument approved by the other Party, all
40          of the obligations of such Party hereunder, thereby becoming a Party hereunder. No
41          person other than a Party to this Agreement shall acquire any rights hereunder as a third-
42          party beneficiary or otherwise by virtue of this Agreement.


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

     Ref Doc 44, Ver. 3.0                                                                                13
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


1    13.0   Miscellaneous
2    13.1   Except as expressly provided herein, nothing contained in this Agreement shall constitute
3           the Parties as partners with one another or render any Party liable for any debts or
4           obligations of any other Party, should any Party hereby be deemed the agent of any other
5           Party.
6    13.2   The Parties agree to comply with, conform to, and abide by all applicable and valid laws,
7           regulations, rules, and orders of all governmental agencies and authorities, and agree
8           that this Agreement is subject to such laws, regulations, rules, and orders.
9    13.3   The Parties agree to use their respective diligent and good faith efforts to fulfill all of their
10          obligations under this Agreement. The Parties recognize, however, that to effectuate all
11          the purposes of this Agreement, it may be necessary either to enter into future
12          agreements or to amend this Agreement, or both. In that event, the Parties agree to
13          negotiate with each other in good faith. In no event, however, are the Parties obligated to
14          amend this Agreement and/or enter into other agreements if the efforts to negotiate in
15          good faith do not result in such an amendment or other agreement that is satisfactory to
16          both Parties.
17   13.4   This Agreement, including the Main Agreement, all appendices and attachments
18          referenced herein or attached hereto, and the TDS as they may be amended from time to
19          time, constitutes the full and complete agreement of the Parties and cancels all
20          contemporaneous or prior agreements, whether written or oral, with respect to the subject
21          matter of this Agreement. If there is a difference between a provision in the TDS and
22          Appendices B-7: Products and Services and B-8: Rates, the provisions in the Appendices
23          shall apply. Any prior agreement among the Parties with respect to this subject matter is
24          hereby superseded. This Agreement may not be amended, except by the written consent
25          of the Parties. Waiver of any breach of a provision of the Agreement must be in writing
26          signed by ________ (Carrier 1) in the case of a breach by ________ (Carrier 2), or by
27          ________ (Carrier 2) in the case of a breach by ________ (Carrier 1), and such waiver
28          shall not be deemed to be a waiver of any preceding or succeeding breach of the same
29          or any other provision of this Agreement. The failure of a Party to insist upon strict
30          performance of any provision of this Agreement or any obligation under this Agreement
31          shall not be a waiver of such Party’s right to demand strict compliance therewith in the
32          future.
33   13.5   The headings in this Agreement are inserted for convenience and identification only and
34          are not intended to describe, interpret, define, or limit the scope, extent, or intent of this
35          Agreement or any provision thereof.
36   13.6   This Agreement may be executed in counterparts, each of which shall be deemed an
37          original, but all of which together shall constitute one and the same Agreement.
38   13.7   The Parties agree that they will not use the name, service marks, or trademarks of the
39          other Party or any of its Affiliated companies in any advertising, publicity release, or sales
40          presentations, without such Party’s written consent. Neither Party is licensed hereunder
41          to conduct business under any trademark, service, or trade name (or any derivative
42          thereof) of the other Party.
43   13.8   The respective obligations of the Parties under this Agreement that by their nature would
44          continue beyond the termination, cancellation, or expiration of the Agreement, shall
45          survive any termination, cancellation, or expiration, including, but not limited to,
46          obligations to indemnify and maintain confidentiality.
47   13.9   This Agreement is made solely for the benefit of the Parties hereto and their respective
48          successors and permitted assigns. Nothing in this Agreement is intended to confer any


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

     Ref Doc 44, Ver. 3.0                                                                                  14
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


1            rights or remedies on any third party, including, but not limited to, customers or
2            contractors of a Party.
3    13.10   EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NO PARTY MAKES OR
4            RECEIVES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO
5            THE SERVICES PROVIDED OR TO BE PROVIDED UNDER THIS AGREEMENT, AND
6            THE PARTIES DISCLAIM ANY OTHER WARRANTIES INCLUDING, BUT NOT LIMITED
7            TO, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS FOR A
8            PARTICULAR PURPOSE, AND WARRANTIES ARISING BY TRADE USAGE, COURSE
9            OF DEALING OR PERFORMANCE, OR OTHERWISE.


10   14.0    Force Majeure
11   14.1    Notwithstanding anything in this Agreement to the contrary, except for payments due
12           hereunder, neither Party shall be liable or otherwise responsible for delays, failure in
13           performance, or damages caused by reasons of acts of God; wars; revolution; civil
14           commotion; acts of public enemy; embargo; actions of government in a sovereign
15           capacity; strike; labor difficulties, including without limitation slowdowns, picketing, or
16           boycotts; or any other circumstances beyond the reasonable control and not involving
17           any fault or negligence of the Party affected (“condition”). If any such condition occurs,
18           the Party affected, upon giving prompt notice to the other Party, shall be excused from
19           such performance on a day-to-day basis during the continuance of such condition (and
20           the other Party shall likewise be excused from performance of its obligations on a day-to-
21           day basis during the same time period); provided, however, that the Party so affected
22           shall use its best reasonable efforts to avoid or remove such condition, and both Parties
23           shall proceed immediately with the performance of their obligations under this Agreement
24           whenever such causes are removed or cease.


25   15.0    Choice of Law
26   15.1    This Agreement and any matter relating hereto shall be governed by and construed in
27           accordance with ____________ (Country) law.


28   16.0    Arbitration
29   16.1    All disputes in connection with the Agreement shall be finally settled under the Rules of
30           Conciliation and the Arbitration of the International Chamber of Commerce (ICC) by three
31           (3) arbitrators appointed in accordance with said Rules.
32   16.2    The place of arbitration shall be ____________ (City), (Country), and the proceedings
33           shall be conducted in the English language or any other language, should the primary
34           language of all Parties be that designated language. The award shall be final and
35           binding, and the Parties hereby waive all means of recourse to the courts of any other
36           country.




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

     Ref Doc 44, Ver. 3.0                                                                             15
    CDMA International Roaming Agreement_Carrier 1_Carrier 2


1   17.0   Indemnification
2   17.1   Each Party hereby agrees to indemnify each and all of the other Parties, together with
3          their partners and any and all of their officers, directors, employees, agents, and/or
4          affiliates, against, and hold them harmless from, any and all third-party claims, suits,
5          demands, losses, and expenses, including attorneys' fees and disbursements, which may
6          result in any way whatsoever from the indemnifying Party's denial or provision of Roamer
7          or local Wireless Service to any Wireless device contrary to the instructions of the
8          indemnified Party, as provided herein.




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

    Ref Doc 44, Ver. 3.0                                                                        16
1                   Appendix B       Common Documents

2    B-1: SID/BID List
3

4    Carrier 1
5    LICENSEE/PERMITTEE          SID/BID NUMBER   MARKET NAME      COUNTRY

      Affiliate A                XXXXX            XXXXXXXX          XX

6

7

8    Carrier 2
9    LICENSEE/PERMITTEE          SID/BID NUMBER   MARKET NAME            COUNTRY

      Affiliate A                XXXXX            XXXXXXXX          XX

10


11




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

     Ref Doc 44, Ver 3.0                                                       17
     CDMA International Roaming Agreement_Carrier 1_Carrier 2



1    B-2: Agreement Management Principles

2    1.0     Notices
3    Unless otherwise specified in this Agreement:
4            a. All notices required under this Agreement shall be given in writing.
5            b. All notices shall be either personally delivered, sent via facsimile with machine
6               confirmation of receipt, or dispatched by certified mail return receipt requested to the
7               persons specified in this Agreement, or to such other persons at such other
8               addresses as either Party may designate by written notice to the other. Updates to or
9               delivery of the TDS are specifically allowed to be made via e-mail to the delivery
10              points provided in the TDS.
11           c.   All notices, information, and communication are to be given in writing and be in
12                English, or a designated language established by the Home and Serving Carrier, and
13                shall be sent either by mail/e-mail or facsimile.
14   Each Party specifies only one contact point for exchange of updates of the Agreement.

15




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

     Ref Doc 44, Ver 3.0                                                                              18
     CDMA International Roaming Agreement_Carrier 1_Carrier 2



1    B-3: Billing and Settlement

2    1.0     Amendment of Operating Procedures
3    This appendix will be in effect until new Operating Procedures are published by the CIBERNET
4    Corporation ("CIBERNET"), 401 E. Jackson Street, Suite 2950, Tampa, Florida 33602, for
5    Roamer agreements used in the United States by the Cellular Telecommunications Industry
6    Association. At such time as new Operating Procedures ("New Operating Procedures") are
7    published by CIBERNET, they will become effective as to the Parties on the date proposed by
8    CIBERNET ("Effective Date") provided that (a) such date is at least thirty (30) days following
9    receipt by both Parties of the New Operating Procedures, and (b) neither Party has given to the
10   other written notice of termination or suspension of this Agreement based on its objections to the
11   New Operating Procedures at least five (5) business days before the Effective Date. The Parties
12   agree to be individually responsible for obtaining all officially published revisions to the Operating
13   Procedures.


14   2.0     Close of Billing
15   Close of Billing shall be the fifteenth (15th) day of each calendar month or the preceding business
16   day if the fifteenth (15th) day is not a business day.


17   3.0     Billing Data Exchange
18   Both Parties shall make commercially reasonable efforts to exchange billing data through a data
19   clearinghouse on a daily basis. For packet data services, unless otherwise specified, billing data
20   shall be created and mutually recognized by both Home and Serving Carriers as specified in
21   Appendix A, Section 3.0.


22   4.0     Invoicing
23   Invoicing must occur within fifteen (15) days after the Close of Billing, except in the event of a
24   technical malfunction.


25   5.0     Currency
26   All amounts to be paid by the Parties pursuant to the terms of this Agreement shall be payable in
27   U.S. Dollars converted from the creditor’s national currency, using the prevailing International
28   Monetary Fund (IMF) exchange rate in force on the tenth (10th) day of the relevant Billing Period.


29   6.0     Billing Period
30   The "Billing Period" is the period running from the day after the Close of Billing day through the
31   Closing of Billing day in the subsequent month [normally the sixteenth (16th) through the fifteenth
32   (15th)].


33   7.0     Settlement
34   The total sums of money in U.S. Dollars specified in the invoices exchanged between the Parties
35   shall be offset against each other, and the net amount of money in U.S. Dollars shall be paid to
36   the other Party. Payment in the form of a check or wire transfer must be received by the payee


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

     Ref Doc 44, Ver 3.0                                                                                  19
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


1    within thirty (30) days ("Payment Due Date") following the date of receipt of the invoice. Payment
2    will only be made when the outstanding net amount of U.S. Dollars reaches an amount higher
3    than $500. In any case, the outstanding net amount of U.S. Dollars should be settled at least
4    twice a year, in May and November. When a wire transfer payment is made, the sending Party
5    shall be responsible for any and all expenses, including, but not limited to, bank fees related to
6    sending the payment, and the receiving Party shall be responsible for any and all expenses,
7    including, but not limited to, bank fees related to receiving the payment. Payments received later
8    than the payment due date shall be subject to a late charge of either one and a half percent
9    (1.5%) of the outstanding balance for each thirty (30) day period (or portion thereof) that such
10   payments are late, or the highest percentage of the outstanding balance permitted by law,
11   whichever is lower.


12   8.0     Minimum Line Range
13   The "Minimum Line Range" within both an IRM and MBI/MIN is 1,000 line numbers.


14   9.0     IRM and MBI/IRM Notification
15   The minimum time required before changes, additions, or deletions of IRMs or MBI/MINs are
16   effective shall be twenty (20) days from the date of receipt of notification of such changes,
17   additions, or deletions by one Party to the other. The Serving Carrier shall make these changes,
18   additions, or deletions effective throughout its network within this twenty (20) day notification
19   period for all of the Markets covered by the Agreement. In the event the Serving Carrier fails to
20   change, add, or delete any of the Home Carrier’s IRMs or MBI/MINs, the Serving Carrier shall do
21   so within one (1) business day, if possible, but no later than three (3) business days from the time
22   when the Serving Carrier is given written notice by the Home Carrier regarding the failure to
23   change, add, or delete the Home Carrier’s IRMs or MBI/MINs.


24   10.0    CIBER Record Type
25   The minimum time required before changes or additions of CIBER Record Type are effective
26   shall be in compliance with the associated time frame set forth by CIBERNET associated with the
27   receipt of notification of such changes or additions by one Party to the other. If one Party decides
28   to change or add CIBER Record Type in compliance with deployment of new services or
29   enhancements of services, that Party should use its best efforts to notify the other four (4) months
30   before such changes come into effect.


31   11.0    Tariff Changes
32   Tariffs, as described in Appendix B-8: Rates, can be modified only by mutual written agreement.


33   12.0    Error Allowance Rate
34   There may be cases during the settlement process when the total number of packets consumed
35   differs between the Home and Serving Carrier settlement reports. There should be an allowance
36   for a packet difference of 2%.


37   13.0    Billing Invoice Summary
38   The minimum information needed for an invoice issued with non-clearinghouse documentation
39   must include the following.


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

     Ref Doc 44, Ver 3.0                                                                              20
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


1           For Voice Services:
2              Billing Period (To/From Dates)
3              Batch Sequence Number
4              Batch Date
5              Serving and Home SIDs (the five-digit numeric corresponding to the FCC designation
6               of the Carrier)
7              Total Airtime Charges
8              Total Local Long Distance Charges
9              Total IDD Charges
10             Other Charges and Credits
11             Total Taxes
12             Total Charges
13             Calculation Method of Exchange Rate
14             Applied Exchange Rate
15             Billing ID – Optional
16

17          For Packet Data Services:
18             Settlement Report (see Sample below) assumes use of clearinghouse – only 1 data
19              BID required
20                   Home Carrier: ____________________ (Name)
21                   Serving Carrier: ____________________ (Name)
22


                              Settlement Period                           Month-Date-Year
                Total Data Size (byte)


                Data Charge ($)
                Tax ($)
                Total Charge ($)

23




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

     Ref Doc 44, Ver 3.0                                                                             21
    CDMA International Roaming Agreement_Carrier 1_Carrier 2


1             Detailed Report (Sample)
                               Date                               Data Size (Byte)
                           April 1, 2008                       xxx,xxx,xxx,xxx,xxx,xxx
                           April 2, 2008                       xxx,xxx,xxx,xxx,xxx,xxx
                           April 3, 2008                       xxx,xxx,xxx,xxx,xxx,xxx
                           April 4, 2008                       xxx,xxx,xxx,xxx,xxx,xxx
                           April 5, 2008                       xxx,xxx,xxx,xxx,xxx,xxx
                           April 6, 2008                       xxx,xxx,xxx,xxx,xxx,xxx
                           April 7, 2008                       xxx,xxx,xxx,xxx,xxx,xxx
                           April 8, 2008                       xxx,xxx,xxx,xxx,xxx,xxx
                           April 9, 2008                       xxx,xxx,xxx,xxx,xxx,xxx
                           April 10, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 11, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 12, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 13, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 14, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 15, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 16, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 17, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 18, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 19, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 20, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 21, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 22, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 23, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 24, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 25, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 26, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 27, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 28, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 29, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
                           April 30, 2008                      xxx,xxx,xxx,xxx,xxx,xxx
2




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

    Ref Doc 44, Ver 3.0                                                                   22
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


1                                         INVOICE (sample)
2

3                                                                                  (Name)
4                                                                                (Address)
5

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


               Home Carrier                                                       (Name)
               Serving Carrier
               Total Packet Charges                                          US$ xxxxx.xx
               Total Tax                                                     US$ xxxxx.xx
               Total Charges                                                 US$ xxxxx.xx

11

12          Payment Terms:
13                  Payment Due Date:
14                  Bank Name:
15                  Account Number:
16                  Account Name:
17




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

     Ref Doc 44, Ver 3.0                                                                23
     CDMA International Roaming Agreement_Carrier 1_Carrier 2



1    14.0    Message Date Edit
2    A message record 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 Home Carrier's ARP. A message record
4    that is rejected by the Home Carrier’s ARP and returned to the Serving Carrier shall be
5    considered to have failed the CIBER Record Edit if the message is more than sixty (60) days old.
6    Determination of the age of a message record is from the date of the call.


7    15.0    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 TDS. Such requests shall be completed within one (1) business
10   day following receipt, when possible, but not later than three (3) business days following receipt.
11   After the expiration of the three (3) business day deadline, if an exchange is not removed, the
12   liability for any fraud will be the responsibility of the Serving Carrier. The Home Carrier shall
13   submit all claims, in writing, for the fraudulent usage to the Serving Carrier in accordance with
14   Appendix B-5: Fraud Prevention Procedures.

15




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

     Ref Doc 44, Ver 3.0                                                                              24
     CDMA International Roaming Agreement_Carrier 1_Carrier 2



1    B-4: Customer Care Principles

2    1.0     General
3    In general, an Authorized Roamer should contact the customer care organization of the Home
4    Carrier. Whether or not customer care is provided to the Authorized Roamer by the Serving
5    Carrier shall be decided upon mutual written agreement 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, shall be exchanged between the contact points set forth in the TDS.


9    3.0     Network Faults
10   In the event of a perceived network fault, an Authorized Roamer should contact the Home
11   Carrier’s customer care while roaming in another network.
12   In the event the customer care organization of one Party has a query concerning potential faults
13   of the other Party’s network, then that Party’s customer care organization shall contact the
14   contact point set forth in the TDS.
15   In addition, it may be necessary for technical experts of one Party to contact the other Party’s
16   technical experts directly (e.g., to establish troubleshooting). In such cases, additional contact
17   points shall be provided as set forth in the TDS. Both Parties shall make commercially reasonable
18   efforts to resolve eighty percent (80%) of the problems within twenty-four (24) hours from the time
19   when the problem is reported to the Serving Carrier.


20   4.0     Lost/Stolen ESN
21   In the event equipment of an Authorized Roamer is lost or stolen, the Authorized Roamer shall be
22   asked to contact his or her Home Carrier's customer care organization. If the Authorized Roamer
23   contacts the Serving Carrier’s customer care organization, the Serving Carrier’s customer care
24   organization shall provide the Authorized Roamer with the contact number of his or her home
25   customer care organization, if that information is available to the Serving Carrier.

26




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

     Ref Doc 44, Ver 3.0                                                                             25
     CDMA International Roaming Agreement_Carrier 1_Carrier 2



1    B-5: Fraud Prevention Procedures

2    1.0     General
3    The Serving Carrier shall inform the Home Carrier in accordance with the procedures further
4    detailed below, if any fraudulent use of the Service is suspected or detected. The Home Carrier
5    shall define the criteria for suspected fraud. However, both Parties shall agree on possible
6    restrictions within the Serving Carrier’s specific implementation of fraud prevention procedures.
7    In order to prevent fraud, the Parties agree to use Authentication and/or “Pre-Call Validation”
8    (“PV”). With regard to Authentication, the Serving Carrier will follow the authentication process set
9    forth in the IS-41 standard.
10   The Parties shall use PV to send an inquiry to the Home Carrier’s switch to determine if the
11   MIN/ESN/IRM combination of the Roamer’s equipment is authorized for service. If the response
12   of the Home Carrier’s switch is that the MIN/ESN/IRM combination is authorized, the Serving
13   Carrier will consider the Roamer to be an Authorized Roamer for a fixed period of time (time
14   period to be determined by the Serving Carrier). If the response of the Home Carrier’s switch is
15   that the MIN/ESN/IRM combination is not authorized, the Serving Carrier will deny service. If the
16   Home Carrier’s switch does not respond to the inquiry, the Serving Carrier will “Assume Negative”
17   and deny Roamer Service until such time a response is received from the Home Carrier
18   authorizing service. In the event the Serving Carrier provides any unauthorized Wireless Service
19   to the Home Carrier under Assume Negative, the Serving Carrier will be responsible for all such
20   charges.
21   The Parties will cooperate and, as necessary, supplement this Agreement in order to minimize
22   fraudulent or other unwarranted use of their respective systems by Roamers, hereunder. If any Party
23   reasonably decides, in its sole judgment, that, despite due diligence and cooperation pursuant to the
24   preceding sentence, fraudulent or other unwarranted use has reached an unacceptable level of
25   financial loss and is not readily remediable, such Party may provide written instruction that all or a
26   portion of its MBI/MINs be removed from the Serving Carrier’s switch(es). The Serving Carrier will
27   comply with this instruction within three (3) business days of receiving the request. At such time as
28   the Home Carrier seeks to have its MBI/MINs reinstated in the Serving Carrier’s switch(es), the
29   Home Carrier will provide the Serving Carrier a written instruction in accordance with Appendix B-2:
30   Agreement Management Principles hereof.
31   Upon the implementation of wireless number portability and/or number pooling in any portion of
32   either Party's system, the Parties shall cooperate in establishing methods for exchanging ESN, MIN,
33   MBI/MIN, MSID, MDN, and any and all other information required to permit roaming by each other's
34   customers in their respective systems.
35   The inter-carrier contact points for combating fraudulent use are set forth in the TDS.


36   2.0     Report on Suspected Fraud
37   The Serving Carrier shall analyze call-related data from Authorized Roamers every working day.
38   All IRMs of Authorized Roamers whose daily usage in the case of calls originated by Authorized
39   Roamers exceeds one hundred U.S. Dollars ($100) converted from the creditor’s national
40   currency, calculated by the method set forth in Section 5.0 of Appendix B-3 shall be identified.
41   The Serving Carrier shall compile the corresponding call records and send a Report on
42   Suspected Fraud to the Home Carrier within twenty-four (24) hours after identification by fax or e-
43   mail.




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

     Ref Doc 44, Ver 3.0                                                                                 26
    CDMA International Roaming Agreement_Carrier 1_Carrier 2


1   The analysis shall not be performed later than one working day after availability of call-related
2   data and may also be based on partial call records. The Report on Suspected Fraud shall contain
3   the following information:
4              ESN and IRM of the Authorized Roamer
5              date, time, duration, and total charge (U.S. Dollars) of each call
6              total charge for the observed day
7   The inter-carrier contact points for combating fraudulent use are set forth in the TDS.

8




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

    Ref Doc 44, Ver 3.0                                                                             27
     CDMA International Roaming Agreement_Carrier 1_Carrier 2



1    B-6: Credit Request
2
3    Home Carrier: ______________________________________________________________
4
5    Address: __________________________________________________________________
6
7    Contact: ___________________________________________________________________
8
9    Serving Carrier: _____________________________________________________________
10
11   Date of Invoice: _____________________________________________________________
12
13   Date of Rated Usage Record Date: ______________________________________________
14
15   Batch No. and Date: __________________________________________________________
16
17   Number of Records: __________________________________________________________
18
19   Amount of Invoice Not Justified: $ _______________________________________________
20   (Airtime & Toll Charges, Other Charges & Taxes)
21
22          _______ Payment Withheld ______ Charge Back
23

24   Reasons for Withholding Payment or for Charge Back:(mark all that apply)
25   ____   Invoice is inconsistent with the Rated Usage Record Data with respect to:
26          a. Taxes
27          b. Long distance charges
28          c.   Wireless communications service charges
29          d. Percentage of wireless communications service
30          e. Other (see attached reports)
31   ____   Rated Usage Record Data is incomplete for the charges on the attached sheet.
32
33   ____   IRM or MBI/MIN is not on the list authorized by the Home Carrier.
34          MBI/MIN          ___________________________________________
35
36   ____   Charges for roamer usage specified on the attached sheet are not authorized by the
37          Home Carrier.
38

39   ____   Batch totals and detail charges do not balance or batch is out of sequence.
40

41   ____   CIBER rejects.
42

43   ____   Other (Specify Below):
44          _________________________________________________________________


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

     Ref Doc 44, Ver 3.0                                                                         28
1    B-7: Products and Services
2    Services Provided for Authorized Roamers
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 (CNIP)
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




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

     Ref Doc 44, Ver 3.0                                                                          29
     CDMA International Roaming Agreement_Carrier 1_Carrier 2



1    B-8: Rates
2    Carrier 1 as the Serving Carrier

3    1.0     CDMA Voice Rates
4    Charging Principle:
5    Charges will apply to the following outbound and inbound calls:
6                A local call made by the Authorized Roamer is charged airtime only.
7                A domestic long distance call made by the Authorized Roamer is charged airtime plus
8                 long distance rate.
9                Any inbound call is charged airtime only.
10               An international call made by the Authorized Roamer is charged airtime plus the
11                applicable IDD rate.
12               Charges commence when ________________ (e.g., at send-to-end, after six rings,
13                when the called party answers, or when a device answers on the called party’s
14                behalf). Call duration is ________________ (e.g., rounded up to the first full charging
15                unit) for calculation of charges. Incomplete calls will not be charged unless over sixty
16                seconds.
17               Charges may apply for Customer Service Calls (yyy).
18               No charges apply for emergency calls (xxx) or calls to toll free numbers (e.g.,
19                800/866).
20               International calls from the Serving Carrier’s network are charged ________________
21                (e.g., per six seconds rounded up for each increment of six seconds or per minute
22                rounded up for each increment of a minute).
23                Airtime Rates: $.XX per minute
24                Domestic Toll Rates: $.XX per minute
25                International Direct Dialing Rates:
26


27                                          Sample Rate Table

     International Direct Dialing Prefix: (****) Country                      Rate $       per Minute
     United States, Canada, Mexico                                            $.XX
     China, Japan, South Korea                                                $.YY
     Barred Country Table
     XXXXX, YYYYY

28


29




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

     Ref Doc 44, Ver 3.0                                                                                     30
     CDMA International Roaming Agreement_Carrier 1_Carrier 2



1    2.0    CDMA SMS Rates
2    Charging Principle:
3    Only successful mobile-originated (MO) and mobile-terminated (MT) SMS messages will be
4    charged. "Successful SMS" is defined as follows:
5              A successful SMS MO message is one that is delivered with a return result from the
6               Home Carrier SMSC.
7              A successful SMS MT message is one that is delivered with a return result from the
8               Serving Carrier MSC. Successful MT messages may include, but are not limited to,
9               voice mail notification and MO acknowledgments.
10              SMS MO rate: $.xx per successful message
11              SMS MT rate: $.xx per successful message


12   3.0    CDMA Data Roaming Rates
13   Charging Principle:
14             Charges will apply to the sum of uploaded and downloaded traffic.
15             Total data usage, regardless of content/traffic type, is charged to the Home Carrier in
16              cumulative bytes generated by Home Carrier's authorized roamers.
17             Charges are in ___________________ (e.g., xMG increments, per carrier per
18              settlement period).
19             SMS may include MO and/or MT.
20             No daily surcharges apply.
21              Data Rates: $.XX per MB

22




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

     Ref Doc 44, Ver 3.0                                                                                  31
     CDMA International Roaming Agreement_Carrier 1_Carrier 2



1    Carrier 2 as the Serving Carrier

2    1.0     CDMA Voice Rates
3    Charging Principle:
4    Charges will apply to the following outbound and inbound calls:
5                A local call made by the Authorized Roamer is charged airtime only.
6                A domestic long distance call made by the Authorized Roamer is charged airtime plus
7                 long distance rate.
8                Any inbound call is charged airtime only.
9                An international call made by the Authorized Roamer is charged airtime plus the
10                applicable IDD rate.
11               Charges commence when ________________ (e.g., at send-to-end, after six rings,
12                when the called party answers, or when a device answers on the called party’s
13                behalf). Call duration is ________________ (e.g., rounded up to the first full charging
14                unit) for calculation of charges. Incomplete calls will not be charged unless over sixty
15                seconds.
16               Charges may apply for Customer Service Calls (yyy).
17               No charges apply for emergency calls (xxx) or calls to toll free numbers (e.g.,
18                800/866).
19               International calls from the Serving Carrier’s network are charged ________________
20                (e.g., per six seconds rounded up for each increment of six seconds or per minute
21                rounded up for each increment of a minute).
22                Airtime Rates: $.XX per minute
23                Domestic Toll Rates: $.XX per minute
24                International Direct Dialing Rates:
25


26                                          Sample Rate Table

     International Direct Dialing Prefix: (****) Country                      Rate $       per Minute
     United States, Canada, Mexico                                            $.XX
     China, Japan, South Korea                                                $.YY
     Barred Country Table
     XXXXX, YYYYY

27


28




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

     Ref Doc 44, Ver 3.0                                                                                     32
     CDMA International Roaming Agreement_Carrier 1_Carrier 2



1    2.0    CDMA SMS Rates
2    Charging Principle:
3    Only successful mobile-originated (MO) and mobile-terminated (MT) SMS messages will be
4    charged. "Successful SMS" is defined as follows:
5              A successful SMS MO message is one that is delivered with a return result from the
6               Home Carrier SMSC.
7              A successful SMS MT message is one that is delivered with a return result from the
8               Serving Carrier MSC. Successful MT messages may include, but are not limited to,
9               voice mail notification and MO acknowledgments.
10              SMS MO rate: $.xx per successful message
11              SMS MT rate: $.xx per successful message


12   3.0    CDMA Data Roaming Rates
13   Charging Principle:
14             Charges will apply to the sum of uploaded and downloaded traffic.
15             Total data usage, regardless of content/traffic type, is charged to the Home Carrier in
16              cumulative bytes generated by Home Carrier's authorized roamers.
17             Charges are in ___________________ (e.g., xMG increments, per carrier per
18              settlement period).
19             SMS may include MO and/or MT.
20             No daily surcharges apply.
21              Data Rates: $.XX per MB
22




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

     Ref Doc 44, Ver 3.0                                                                                  33
     CDMA International Roaming Agreement_Carrier 1_Carrier 2



1    B-9: Confirmation Letter for Bilateral Roaming Service
2

3

4                          Commercial Start of Bilateral Roaming Service
5                                            Between
6                                     Carrier 1 and Carrier 2
7


8


9    This letter is to confirm that on _______________________ (date) the two undersigned
10   Parties, Carrier 1 and Carrier 2, agree to open their respective CDMA networks to each
11   Party’s roaming subscribers. The commercial roaming service is in accordance to the
12   conditions set out in the International Roaming Agreement signed by the two Parties.
13


14


15


16



     Date:                                          Date:




     for Carrier 1                                   for Carrier 2

     IR Manager                                     IR Manager




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

     Ref Doc 44, Ver 3.0                                                                  34
1          Appendix C           Addendum to the CDMA International
2                Roaming Agreement (Operation Level Agreement)
3    This addendum (the “Addendum”) dated _____, 20XX is an addendum to the CDMA International
4    Roaming Agreement (the “Roaming Agreement”) dated _____, 20XX, by and between:
5
6    Carrier 1,
7    having its registered address at ________________________________________________
8    (hereinafter referred to as “Carrier 1”)
9    and
10   Carrier 2,
11   having its registered address at _______________________________________________
12   (hereinafter referred to as “Carrier 2”)

13


14   Recital:
15   WHEREAS, both Carrier 1 and Carrier 2 are willing to improve the quality of International
16   Roaming service (“IR service”) and wish to have this Addendum to the Roaming Agreement.
17

18   NOW, THEREFORE, in consideration of covenants and agreements herein contained, the Parties
19   hereto agree as follows.


20   1.0     Definitions
      Term                           Meaning
      MEID                           Mobile Equipment Identifier, used in new wireless equipment in
                                     place of ESN. The only difference is that the MEID will consist
                                     of 14 characters instead of today’s 11-digit ESN. MEID and
                                     ESN are used interchangeably in the Agreement.
      RSP                            Roaming Service Provider, a third-party vendor being utilized
                                     by both Parties to enable services including SS7 signaling
                                     transfer services and detailed reporting of services.
      Service                        Telecommunications service for the transmission and reception
                                     of voice and voice-related features provided by means of radio.
                                     “Service,” as it applies to the Addendum, is call origination, call
                                     termination, Short Message Service (SMS) origination, and
                                     SMS termination.


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

     Ref Doc 44, Ver 3.0                                                                              35
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


1    2.0    Network
2    2.1    The Serving Carrier shall strive to ensure that its SS7 connectivity to the Home Carrier
3           through the Roaming Service Provider (RSP) is properly secured.
4    2.2    Either Party (“Changing Party” in this section) shall make a commercially reasonable
5           effort to provide the other Party (“Changed Party” in this section) with at least ninety (90)
6           days’ advance written notice in the case of an RSP change, or forty-five (45) days’
7           advance written notice in the case of any technical specification change, including, but
8           not limited to, network migration of the Changing Party, deployment of new switch
9           vendors by the Changing Party, and migration of connections between the Changing
10          Party and the RSP. The Changing Party shall conduct and complete testing with the
11          Changed Party by the time such change becomes effective, upon request from the
12          Changed Party. In the event it is reasonably considered that the change by the Changing
13          Party gives material negative impact to the Changed Party, the Changed Party may,
14          upon prior notice to the Changing Party, deny Service to the Changing Party until such
15          time as the Changing Party and the Changed Party agree to a mutually acceptable
16          condition.


17   3.0    Billing
18   3.1    In the event the Serving Carrier fails to provide or correct the billing information, it will
19          make reasonable efforts to remedy, at its own expense, such failure as soon as
20          practicable and no later than the mutually agreed deadline between the Serving Carrier
21          and the Home Carrier, upon the Home Carrier’s request, regardless of the period of time
22          set forth in the Roaming Agreement.
23   3.2    In the event the Home Carrier needs to contact the Serving Carrier regarding billing
24          issues, the procedure below will be followed.


25   Voice Roaming

26   When Carrier 1 is the Serving Carrier:
27          a. Carrier 2 shall notify Carrier 1 with a full description of the issue via e-mail (e-mail
28             address: XXXX@Carrier1.com).
29          b. Carrier 1 shall respond to Carrier 2 via e-mail (e-mail address: XXXX@Carrier2.com).
30          c.   Carrier 2 shall cooperate with Carrier 1 when Carrier 1 needs assistance regarding
31               the issue.
32          d. If Carrier 2 does not receive any response from Carrier 1 within three (3) business
33             days, Carrier 2 may escalate by sending an e-mail to the escalation point (Mr./Ms.
34             XXXX, e-mail: XXXX@Carrier1.com, tel: +1-XXX-XXX-XXXX). The escalation
35             contact shall respond to Carrier 2 within two (2) business days.
36          Operation hours: Serving Carrier’s business hours [e.g., 9:00am–5:30pm Monday to
37          Friday (GMT+9:00)]

38   When Carrier 2 is the Serving Carrier:
39          a. Carrier 1 shall notify Carrier 2 with a full description of the issue via e-mail (e-mail
40             address:XXXX@Carrier2.com).
41          b. Carrier 2 shall respond to Carrier 1 via e-mail (e-mail address: XXXX@Carrier1.com).


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

     Ref Doc 44, Ver 3.0                                                                                  36
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


1           c.   Carrier 1 shall cooperate with Carrier 2 when Carrier 1 needs assistance regarding
2                the issue.
3           d. If Carrier 1 does not receive any response from Carrier 2 within three (3) business
4              days, Carrier 1 may escalate by sending an e-mail to the escalation point (Mr./Ms.
5              XXXX, e-mail:XXXX@Carrier1.com, tel: +1-XXX-XXX-XXXX). The escalation contact
6              shall respond to Carrier 2 within two (2) business days.
7           Operation hours: Serving Carrier’s business hours [e.g., 9:00am–5:30pm Monday to
8           Friday (GMT-5:00)]


9    SMS Roaming

10   When Carrier 1 is the Serving Carrier:
11          a. Carrier 2 shall notify Carrier 1 with a full description of the issue via e-mail (e-mail
12             address: XXXX@Carrier1.com).
13          b. Carrier 1 shall respond to Carrier 2 via e-mail (e-mail address: XXXX@Carrier2.com).
14          c.   Carrier 2 shall cooperate with Carrier 1 when Carrier 1 needs assistance regarding
15               the issue.
16          d. If Carrier 2 does not receive any response from Carrier 1 within three (3) business
17             days, Carrier 2 may escalate by sending an e-mail to the escalation point (Mr./Ms.
18             XXXX, e-mail: XXXX@Carrier1.com, tel: +1-XXX-XXX-XXXX). The escalation
19             contact shall respond to Carrier 2 within two (2) business days.
20          Operation hours: Serving Carrier’s business hours [e.g., 9:00am–5:30pm Monday to
21          Friday (GMT+9:00)]

22   When Carrier 2 is the Serving Carrier:
23          a. Carrier 1 shall notify Carrier 2 with a full description of the issue via e-mail (e-mail
24             address: XXXX@Carrier2.com).
25          b. Carrier 2 shall respond to Carrier 1 via e-mail (e-mail address: XXXX@Carrier1.com).
26          c.   Carrier 1 shall cooperate with Carrier 2 when Carrier 1 needs assistance regarding
27               the issue.
28          d. If Carrier 1 does not receive any response from Carrier 2 within three (3) business
29             days, Carrier 1 may escalate by sending an e-mail to the escalation point (Mr./Ms.
30             XXXX, e-mail: XXXX@Carrier1.com, tel: +1-XXX-XXX-XXXX). The escalation
31             contact shall respond to Carrier 2 within two (2) business days.
32          Operation hours: Serving Carrier’s business hours [e.g., 9:00am–5:30pm Monday to
33          Friday (GMT-5:00)]
34          [Editor’s note: If the Serving Carrier has the same contact point for Voice and SMS
35          roaming, it is recommended to merge the above two sections into one.]
36   3.3    Either Party shall notify the other Party promptly when the contact points as set forth in
37          Section A hereof change. The contact points are to be updated in the Billing Settlement
38          section in the “Contact” tab of the TDS.
39          [Editor’s note: Carriers are requested to specify what documents to refer to when
40          the contact points change. The TDS is recommended.]



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

     Ref Doc 44, Ver 3.0                                                                                  37
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


1    3.4    Either Party shall make a commercially reasonable effort to provide the other Party with
2           at least ninety (90) days’ written notice of a clearinghouse change.


3    4.0    Troubleshooting
4    4.1    The contact point for the Home Carrier’s subscribers experiencing problems in the
5           Serving Carrier’s network shall be the appropriate customer care organization of the
6           Home Carrier. In the event the Home Carrier needs to contact the Serving Carrier
7           regarding the problem, the procedure below shall be followed.


8    Voice Roaming

9    When Carrier 1 is the Serving Carrier:
10          a. Carrier 2 shall notify Carrier 1 with a full description of the problem via e-mail (or
11             dedicated application) (e-mail address: XXXX@Carrier1.com, website for dedicated
12             application).
13          b. Carrier 1 shall notify Carrier 2 of the trouble ticket number via e-mail (e-mail address:
14             XXXX@Carrier2.com).
15          c.   Carrier 1 shall notify Carrier 2 of the trouble resolution details when Carrier 1 resolves
16               the problem.
17          d. Carrier 2 shall cooperate with Carrier 1 when Carrier 1 needs assistance in
18             troubleshooting or isolating the causes.
19          e. If Carrier 2 does not receive trouble ticket number notification or any other type of
20             response from Carrier 1 within twenty-four (24) hours of notification of the problem,
21             Carrier 2 may escalate by sending an e-mail to the escalation point (Mr./Ms. XXXX,
22             e-mail:XXXX@Carrier1.com, tel: +1-XXX-XXX-XXXX). The escalation contact shall
23             respond to Carrier 2 within one (1) business day.
24          Operation hours: 24 hours a day, 7 days a week is recommended.

25   When Carrier 2 is the Serving Carrier:
26          a. Carrier 1 shall notify Carrier 2 with a full description of the problem via e-mail (or
27             dedicated application) (e-mail address: XXXX@Carrier2.com, website for dedicated
28             application).
29          b. Carrier 2 shall notify Carrier 1 of the trouble ticket number via e-mail (e-mail address:
30             XXXX@Carrier1.com).
31          c.   Carrier 2 shall notify Carrier 1 of the trouble resolution details when Carrier 2 resolves
32               the problem.
33          d. Carrier 1 shall cooperate with Carrier 2 when Carrier 2 needs assistance in
34             troubleshooting or isolating the causes.
35          e. If Carrier 1 does not receive trouble ticket number notification or any other type of
36             response from Carrier 2 within twenty-four (24) hours of notification of the problem,
37             Carrier 1 may escalate by sending an e-mail to the escalation point (Mr./Ms. XXXX,
38             e-mail: XXXX@Carrier2.com, tel: +1-XXX-XXX-XXXX). The escalation contact shall
39             respond to Carrier 1 within one (1) business day.
40          Operation hours: 24 hours a day, 7 days a week is recommended.


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

     Ref Doc 44, Ver 3.0                                                                                38
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


1    SMS Roaming

2    When Carrier 1 is the Serving Carrier:
3           a. Carrier 2 shall notify Carrier 1 with a full description of the problem via e-mail (or
4              dedicated application) (e-mail address: XXXX@Carrier1.com, website for dedicated
5              application).
6           b. Carrier 1 shall notify Carrier 2 of the trouble ticket number via e-mail (e-mail address:
7              XXXX@Carrier2.com).
8           c.   Carrier 1 shall notify Carrier 2 of the trouble resolution details when Carrier 1 resolves
9                the problem.
10          d. Carrier 2 shall cooperate with Carrier 1 when Carrier 1 needs assistance in
11             troubleshooting or isolating the causes.
12          e. If Carrier 2 does not receive trouble ticket number notification or any other type of
13             response from Carrier 1 within twenty-four (24) hours of notification of the problem,
14             Carrier 2 may escalate by sending an e-mail to the escalation point (Mr./Ms. XXXX,
15             e-mail: XXXX@Carrier1.com, tel: +1-XXX-XXX-XXXX). The escalation contact shall
16             respond to Carrier 2 within one (1) business day.
17          Operation hours: 24 hours a day, 7 days a week is recommended.

18   When Carrier 2 is the Serving Carrier:
19          a. Carrier 1 shall notify Carrier 2 with a full description of the problem via e-mail (or
20             dedicated application) (e-mail address: XXXX@Carrier2.com, website for dedicated
21             application).
22          b. Carrier 2 shall notify Carrier 1 of the trouble ticket number via e-mail (e-mail address:
23             XXXX@Carrier1.com).
24          c.   Carrier 2 shall notify Carrier 1 of the trouble resolution details when Carrier 2 resolves
25               the problem.
26          d. Carrier 1 shall cooperate with Carrier 2 when Carrier 2 needs assistance in
27             troubleshooting or isolating the causes.
28          e. If Carrier 1 does not receive trouble ticket number notification or any other type of
29             response from Carrier 2 within twenty-four (24) hours of notification of the problem,
30             Carrier 1 may escalate by sending an e-mail to the escalation point (Mr./Ms. XXXX,
31             e-mail: XXXX@Carrier2.com, tel: +1-XXX-XXX-XXXX). The escalation contact shall
32             respond to Carrier 1 within one (1) business day.
33          Operation hours: 24 hours a day, 7 days a week is recommended.
34          [Editor’s note: If the Serving Carrier has the same contact point for Voice and SMS
35          roaming, it is recommended to merge the above two sections into one.]
36   4.2    In order to prevent manual fault, the Serving Carrier is recommended to send trouble
37          tickets to the Home Carrier as a response to the notification by the Home Carrier.
38   4.3    Either Party shall notify the other Party promptly when the contact points as set forth in
39          Section A hereof change. The contact points are to be updated in the Troubleshooting
40          section in the “Contact” tab of the TDS.
41          [Editor’s note: Carriers are requested to specify what documents to refer to when
42          the contact points change. The TDS is recommended.]


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

     Ref Doc 44, Ver 3.0                                                                                 39
    CDMA International Roaming Agreement_Carrier 1_Carrier 2


1   (Optional clauses)
2          [Editor’s note: The following is an optional clause to Section 2.0 Network.]
3   4.4    It is recommended that the Serving Carrier notify the Home Carrier in the event of any
4          outages or unplanned maintenance according to the following guidelines.

     Severity                                                     Notification Guidelines
     Crucial Level:                                               Notify the Home Carrier within
     All service unavailable in all of the Serving Carrier’s      one (1) hour from the time when
     markets for thirty (30) minutes or longer (e.g., link down   the Serving Carrier acknowledges
     between the Serving Carrier and RSP, system or network       service unavailability.
     down in all the Serving Carriers’ markets, etc.)             Use its best efforts to resolve the
                                                                  problem within two (2) hours from
                                                                  the time when the Serving Carrier
                                                                  acknowledges service
                                                                  unavailability.
     Major Level:                                                 Notify the Home Carrier within
     All service unavailable in more than 10 markets (MSCID       two (2) hours from time when the
     based) for thirty (30) minutes or longer (e.g., MSC down     Serving Carrier acknowledges
     in particular markets)                                       service unavailability.
                                                                  Use its best efforts to resolve the
                                                                  problem within four (4) hours from
                                                                  the time when the Serving Carrier
                                                                  acknowledges service
                                                                  unavailability.
     Major Level:                                                 Notify the Home Carrier within
     One service (call origination, call termination, SMS         two (2) hours from the time when
     origination, or SMS termination) unavailable in all of the   the Serving Carrier acknowledges
     Serving Carrier’s markets (MSCID based) for thirty (30)      service unavailability.
     minutes or longer (e.g., IDD Carrier’s outages)              Use its best efforts to resolve the
                                                                  problem within four (4) hours from
                                                                  the time when the Serving Carrier
                                                                  acknowledges service
                                                                  unavailability.
     Minor Level:                                                 Notify the Home Carrier within
     One service (call origination, call termination, SMS         four (4) hours from the time when
     origination, or SMS termination) unavailable in more than    the Serving Carrier acknowledges
     10 markets (MSCID based) for thirty (30) minutes or          service unavailability
     longer                                                       Use its best efforts to resolve the
                                                                  problem within one (1) day from
                                                                  the time when the Serving Carrier
                                                                  acknowledges service
                                                                  unavailability.




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

    Ref Doc 44, Ver 3.0                                                                             40
     CDMA International Roaming Agreement_Carrier 1_Carrier 2


      Severity                                                   Notification Guidelines
      Minor Level:                                               Notify the Home Carrier within
      All service unavailable in more than one market (MSCID     twenty-four (24) hours from the
      based) for twenty-four (24) hours or longer                time when the Serving Carrier
                                                                 acknowledges service
                                                                 unavailability.
                                                                 Use its best efforts to resolve the
                                                                 problem within two (2) days from
                                                                 the time when the Serving Carrier
                                                                 acknowledges service
                                                                 unavailability.

1

2           [Editor’s note: The following clause is the optional clause to Section 3.0, Billing.]
3    4.5    In the event Authorized Roamer billing information provided by Serving Carrier is not in
4           accordance with the CIBER Record, the Home Carrier may return the defective record to
5           the Serving Carrier, as determined in the CIBER Record. Returning the defective record
6           shall be in accordance with procedures established in the CIBER Record. The Serving
7           Carrier shall correct the defective record and return it to Home Carrier as long as the
8           Serving Carrier holds the original records in its switches or in its billing system.
9           [Editor’s note: The following sentences are only used if carriers amend the
10          Agreement which is already in place.]
11

12   IN WITNESS WHEREOF, Carrier 1 and Carrier 2 execute this Addendum to be effective as of the
13   dates stated herein.


14   Carrier 1 ___________________________          Carrier 2______________________________


15   By: _______________________________            By: _________________________________


16   Title: ______________________________          Title: ________________________________


17   Date: ______________________________           Date: ________________________________
18




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

     Ref Doc 44, Ver 3.0                                                                           41

								
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