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Intrastate Wireless-originated 8yy Services Settlement Agreement

Settlement Agreement

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 This Settlement Agreement involves

Alabama Inc | Brownstein, Hyatt Farber, PC | Denver, CO | Federal Communications Commission | Florida Inc | Georgia Inc | Maryland Inc | North Carolina Inc | Pennsylvania Inc | Qwest Communications Corporation | Qwest Services Corporation | South Carolina Inc | Tennessee Inc | US LEC Communications Inc | US LEC Corp | Virginia LLC

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Governing Law: Delaware     Date: 11/13/2006
Law Firm: Brownstein Hyatt    

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Exhibit 10.20



This AGREEMENT ("Agreement") is made this 4th of August, 2006, by and between Qwest Communications Corporation, a Delaware corporation, on behalf of itself and all parent, subsidiary and affiliated corporations ("Qwest"), and US LEC Corp., a North Carolina Corporation and all of its affiliates, as of the date hereof, or subsidiaries, including, but not limited to US LEC of Alabama Inc., US LEC of Florida Inc., US LEC of Georgia Inc., US LEC of North Carolina Inc., US LEC of Tennessee Inc., US LEC of Virginia L.L.C., US LEC of Maryland Inc., US LEC of Pennsylvania Inc., US LEC of South Carolina Inc., and US LEC Communications Inc. (collectively "US LEC") (Qwest and US LEC together, the "Parties").


A. WHEREAS, Qwest is a provider of, among other services, interexchange services.

B. WHEREAS, US LEC provides, among other services, certain switched services to Qwest ("Switched Traffic") including, but not limited to, switched services for toll-free ("8YY") calls originated by end users of various providers of wireless telecommunications services (hereinafter referred to as "Wireless-Originated 8YY Traffic"), and has billed Qwest for such Wireless-Originated 8YY Traffic.

C. WHEREAS, disputes have arisen between the Parties regarding the appropriate application of charges by US LEC to Qwest for Wireless-Originated 8YY Traffic (hereinafter referred to as the "Wireless Traffic Dispute").

D. WHEREAS, the Federal Communications Commission issued its Eighth Report and Order and Fifth Order on Reconsideration in CC Docket No. 96-262, FCC 04-110 released May 18, 2004 addressing interstate Wireless-Originated 8YY Traffic (the "CLEC Access Order").




E. WHEREAS, the Parties have entered into a Release and Settlement Agreement, dated August 4, 2006, ("Settlement Agreement") to resolve the Wireless Traffic Dispute and as part of the consideration for that Settlement Agreement, have agreed to, and hereby, enter into this Intrastate Wireless-Originated 8YY Services Settlement Agreement.

F. WHEREAS, the Parties desire to establish a framework for the billing and payment of charges for intrastate Wireless-Originated 8YY Traffic that is routed by US LEC to Qwest customers via a US LEC switch as formalized in this Agreement.


NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1. Conduct of Future Business . The Parties agree that this Agreement shall govern the billing and payment for the services associated with intrastate Wireless-Originated 8YY Traffic and provided by US LEC to Qwest for the usage period from July 1, 2006 through December 31, 2010; provided, however, that prior to the end of this period, the Parties may negotiate a new agreement for intrastate Wireless-Originated 8YY Traffic, but, in the event the subsequent agreement has not become effective as of December 31, 2010, the Parties agree that this Agreement shall remain in effect until such date as a new agreement is effective. This Agreement applies only to intrastate Wireless-Originated 8YY Traffic and does not apply to any interstate services, including but not limited to interstate Wireless- Originated 8YY Traffic, or other intrastate services not associated with Wireless-Originated 8YY Traffic.

a. For the usage period from July 1, 2006, through December 31, 2010, Qwest will pay US LEC invoices to Qwest for intrastate Wireless-Originated 8YY Traffic bound to Qwest and switched by US LEC in the ordinary course of business and on a timely basis, subject to Qwest’s

right to dispute in good faith as set forth in paragraph 1(c) below, provided however that US LEC’s invoices for this intrastate Wireless-Originated 8YY Traffic shall comply with the following requirements:




For intrastate Wireless-Originated 8YY Traffic, US LEC shall invoice Qwest for only the rate elements identified in certain access tariffs (as described below) permitted by the [***]. For Wireless-Originated 8YY Traffic, these requirements mean that the [***] may be charged, but that [***] may not be charged; and




For intrastate Wireless-Originated 8YY Traffic, US LEC shall invoice Qwest at rates that are no higher than the lesser of the following: (1) the rates then charged for [***] the incumbent LEC competing in the same service area where the wireless call originated, as listed in that entity’s applicable intrastate access tariff; or (2) the [***] rate charged by US LEC to [***] for intrastate transiting of Wireless Originated 8YY Traffic.

b. The Parties agree that US LEC may bill and Qwest will timely pay for the services provided by US LEC for intrastate Wireless-Originated 8YY Traffic subject to the conditions set forth in Paragraph 1(a) (i) and (ii) above. Except as stated in this Agreement, the rules and regulations from the applicable US LEC state tariff will govern the provision, billing and payment of intrastate Switched Traffic by US LEC, subject to Qwest’s right to challenge the validity or applicability of the rules and regulations of US LEC’s tariff, unless the challenge is inconsistent with the terms of this Agreement or the Settlement Agreement.



These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment.

c. For invoices for intrastate services on or after May 1, 2006, Qwest will retain the right to dispute in good faith, in accordance with the conditions set forth above and the process set forth in the applicable US LEC tariff and/or pursuant to any right Qwest may have under state law or state regulatory rules and procedures, US LEC’s invoices for Switched Traffic, but not on any basis that challenges US LEC’s right to bill for intrastate Wireless 8YY Traffic billed in accordance with paragraph 1(a) above.

2. Representations and Warranties : Each party hereto represents and warrants as follows:

a. The person executing this Agreement on its behalf is authorized to do so.

b. It has not relied upon any statement of the other party in executing this Agreement, except as expressly stated in

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