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Page 30 of 250 CELLULAR/PCS GENERAL TERMS & CONDITIONS/AT&T-13STATE PAGE 30 OF 45 AT&T-13STATE/NEW CINGULAR WIRELESS PCS,LLC 091506 malfunction of any Facilities, functions, products, services or equipment provided by any Person or entity other than AT&T-13STATE. Upon reimbursement for damages, AT&T-13STATE will cooperate with WSP in prosecuting a Claim against the Person causing such damage. WSP shall be subrogated to the right of recovery by AT&T-13STATE for the damages to the extent of such payment. 1 0.6 Indemnification Procedures 10.6.1 Whenever a claim shall give rise to indemnification obligations under this Section 10, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim. 10.6.2 The Indemnifying Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such claim and the identity of counsel selected by the Indemnifying Party. 10.6.3 Until such time as Indemnifying Party provides written notice of acceptance of the defense of such claim, the Indemnified Party shall defend such claim, at the reasonable expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim. 10.6.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such claims, subject to consultation with the Indemnified Party. So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. 10.6.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement, and, at such refusing Party’s cost, to take over such defense; provided that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the refusing Party against, any cost or liability in excess of such refused compromise or settlement. 10.6.6 With respect to any defense accepted by the Indemnifying Party, the Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party, and shall also be entitled to employ separate counsel for such defense at such Indemnified Party's expense. 10.6.7 If the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. 10.6.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party. If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense. If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties' intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party. 10.6.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim and the relevant records of each Party shall be
Page 31 of 250 CELLULAR/PCS GENERAL TERMS & CONDITIONS/AT&T-13STATE PAGE 31 OF 45 AT&T-13STATE/NEW CINGULAR WIRELESS PCS,LLC 091506 available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Section 14, “Confidentiality”. 11. INTELLECTUAL PROPERTY 11.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party. 12. NOTICES 12.1 Subject to Section 12.2, notices given by one Party to the other Party under this Agreement shall be in writing (unless specifically provided otherwise herein), and unless otherwise expressly required by this Agreement to be delivered to another representative or point of contact, shall be 12.1.1 delivered personally; 12.1.2 delivered by express overnight delivery service; 12.1.3 mailed, via certified mail or first class U.S. Postal Service, with postage prepaid, and a return receipt requested; or 12.1.4 delivered by facsimile; provided that a paper copy is also sent by a method described in 12.1.1, 12.1.2 or 12.1.3, above. 12.1.5 Notices will be deemed given as of the earliest of: 1 2.1.5.1 the date of actual receipt, 1 2.1.5.2 the next business day when sent via express overnight delivery service, 12.1.5.3 five (5) days after mailing in the case of certified mail or first class U.S. Postal Service, or 12.1.5.4 on the date set forth on the confirmation produced by the sending facsimile machine when delivery by facsimile is shown on such confirmation as completed prior to 5:00 p.m. in the recipient's time zone, but the next business day when delivery by facsimile is shown at 5:00 p.m. or later in the recipient's time zone. 1 2.2 Notices will be addressed to the Parties as follows: NOTICE CONTACT WSP CONTACT AT&T-13STATE CONTACT NAME/TITLE Susan Riley Contract Management Sr. Contract Manager ATTN: Notices Manager STREET ADDRESS 5565 Glenridge Connector 311 S. Akard, 9th Floor Suite 1520 Four AT&T Plaza CITY, STATE, ZIP CODE Atlanta, GA 30342 Dallas, TX 75202-5398 FACSIMILE NUMBER 404-236-6262 214-464-2006 With Copy to: AT&T Mobility Legal Dept. P. O. Box 97061 Redmond, WA 98073-9761 Attn: Sr. Network Counsel For delivery: 8645 154 th Ave. NE Redmond, WA 98062 1 2.3 WSP’s E-mail address for Accessible Letters: susan.riley@att.com 12.4 Either Party may unilaterally change its designated contact, address, telephone number and/or facsimile number for the receipt of notices by giving written notice to the other Party in compliance with
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Page 5 and 6: Page 5 of 250 GENERAL TERMS AND CON
Page 9 and 10: Page 9 of 250 1 .60 “InterLATA”
Page 21 and 22: Page 21 of 250 5. 3 Backbilling CEL
Page 23 and 24: Page 23 of 250 6 .4 ASC Dispute Res
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Local Number Portability (LNP) Bona
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Page 105 of 250 ARKANSAS CELLULAR/P
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ILLINOIS Page 109 of 250 CELLULAR/P
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KANSAS Page 111 of 250 CELLULAR/PCS
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MISSOURI Page 113 of 250 CELLULAR/P
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Page 119 of 250 WISCONSIN APPENDIX
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1 Page 199 of 250 ATT-13STATE COLLO
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AT&T-13STATE COLLOCATION RATE SUMMA
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AT&T-13STATE COLLOCATION RATE SUMMA
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Page 1 of 18 Contract Number: 17251
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Non- Non- Monthly Recurring Recurri
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Page 1 of 18 Contract Number: 17267
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