{"id":42347,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indefeasible-right-to-use-iru-capacity-agreement-at-t-corp2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indefeasible-right-to-use-iru-capacity-agreement-at-t-corp2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/indefeasible-right-to-use-iru-capacity-agreement-at-t-corp2.html","title":{"rendered":"Indefeasible Right to Use (IRU) Capacity Agreement – AT&T Corp. and At Home Corp."},"content":{"rendered":"
\n                            IRU CAPACITY AGREEMENT\n\n          This IRU Capacity Agreement (the \"Agreement\") is entered into as of\nJuly 1, 2001 (the \"Effective Date\") between AT&T Corp. (\"AT&T\"), a New York\ncorporation with offices at 295 North Maple Avenue, Basking Ridge, New Jersey\n07920, and At Home Corporation (\"@Home\"), a Delaware corporation with its\nprincipal place of business located at 450 Broadway Street, Redwood City,\nCalifornia 94063.\n\n                              TERMS OF AGREEMENT\n\n     1.   Definitions\n\n          1.1  \"Accept\" shall have the definition set forth in the section\nentitled Testing and Acceptance. \"Acceptance\" shall have the corresponding\n         ----------------------\nmeaning.\n\n          1.2  \"Additional Capacity\" shall mean any Capacity acquired by @Home\npursuant to the section entitled Upgrades and Expansion.\n                                 -----------------------\n\n          1.3  \"AT&T Network\" shall mean the fiber optic communications system\noperated by AT&T, as such system exists now, and as it is modified from time to\ntime.\n\n          1.4  \"AT&T POPs\" shall mean (a) the AT&T sites identified in Exhibit E\nand (b) such other AT&T sites as the parties may agree from time to time to be\nwithin the scope of the term \"AT&T POP.\"\n\n          1.5  \"@Home Backbone Network\" shall mean, at any date, the @Home\nRoutes as of that date.\n\n          1.6  \"@Home Routes\" shall mean Routes on which @Home has rights to use\ncapacity under this Agreement.\n\n          1.7  \"Capacity\" shall mean the Initial Capacity and the Additional\nCapacity, including both (a) the circuit capacity, as measured in terms of OC-3,\nOC-12, OC-48 or otherwise and (b) a portion of the relevant fiber strands\nnecessary to transport such capacity.\n\n          1.8  \"Airline Mileage\" shall mean the distance between the A and Z\nCity Pair end points of a Route, calculated in accordance with AT&T's standard\nmethodology for determining airline mileage between two or more locations with\nrespect to Private Line Services (see AT&T Tariff F.C.C. No. 10, Section\n8.1.7.B). \"Airline Mile\" shall have the corresponding meaning.\n\n          1.9  \"City Pair\" shall mean any of the pairs of cities listed in\nExhibit A, including any pairs of cities for New Routes added by expansion\npursuant to the Section entitled Upgrades and Expansions.\n                                 -----------------------\n\n          1.10 \"Consumer Price Index\" shall mean the Consumer Price Index for\nUrban Wage Earners and Clerical Workers, All Items (1982-84=100), for the United\nStates as published by the United States Department of Labor, Bureau of Labor\nStatistics, or any successor index thereto.\n\n \n                                    Page 2\n\n          1.11  \"Four-Port Network Electronics\" shall mean four Dense Wave\nDivision Multiplexing terminal ports in the relevant points of presence and the\nproportionate share of the associated optical amplifiers sufficient to support\nfour OC-48s in all the Initial Routes.\n\n          1.12  \"Indefeasible Right to Use\" or \"IRU\" shall mean the exclusive,\nunrestricted and (except in the case of a Payment Event of Default) indefeasible\nright to use the relevant Capacity (including equipment, fibers or capacity) for\nany legal purpose. The granting of such IRU does not convey title or legal\nownership of any fibers or equipment on the AT&T Network. Except in the case of\na Payment Event of Default (as defined below), the granting party shall have no\nright to revoke or restrict in any manner or to any degree whatsoever, through\ninjunctive relief or otherwise, the use of the Right to Use granted to the\nreceiving party. Notwithstanding the occurrence of a breach by the receiving\nparty of any legal duty or obligation imposed by any contract, by the law of\ntorts (including simple or gross negligence, strict liability or willful\nmisconduct), or by federal or state laws, rules, regulations, orders, standards\nor ordinances, during the Term, it being understood and agreed that each such\nbreach shall be compensable, if at all, by a remedy at law and not at equity.\n\n          1.13  \"Market Equivalent Capacity\" shall mean an amount of\ntransmission capacity (as measured in channels, wavelengths or other appropriate\nmeasures) equal to (a) with respect to two-fiber configurations, 25% or (b) with\nrespect to four-fiber configurations, 12.5%, in each case of the total\ntransmission capacity which it is commercially practical to sustain over two or\nfour optic fibers so configured, respectively, utilizing equipment at that time\nin use in the Relevant Area (as defined below) by at least two of the ten\nlargest interexchange carriers in the United States. In Routes between two of\nthe thirty largest metropolitan statistical areas in the United States (\"Large\nMSAs\"), the \"Relevant Area\" shall be any route in the United States; for Routes\nwhich do not service a Large MSA, the Relevant Area shall mean a route in the\nsame general geographical area as the Route for which the Market Equivalent\nCapacity is to be measured.\n\n          1.14  \"Material Provision\" shall mean any provision of this Agreement\n(including, without limitation, payment provisions) the breach of which by one\nparty is determined by a judicial proceeding or pursuant to the Section entitled\nArbitration to constitute a material adverse effect on the use and enjoyment by\n------------                                                                   \nthe other party of the benefits of this Agreement.\n\n          1.15  \"OC-3\" shall mean bi-directional OC-3 optical transmission\ncapacity meeting the specifications set forth in AT&T's Technical Reference\n54018, as revised from time to time. For purposes of this Agreement, \"bi-\ndirectional\" shall mean that traffic up to the designated capacity can travel in\neach direction simultaneously.\n\n          1.16  \"OC-12\" shall mean bi-directional OC-12 optical transmission\ncapacity meeting the specifications set forth in AT&T's Technical Reference\n54077, as revised from time to time.\n\n          1.17  \"OC-48\" shall mean bi-directional OC-48 optical transmission\ncapacity meeting the specifications set forth in AT&T's Technical Reference\n54078, as revised from time to time.\n\n \n                                    Page 3\n\n          1.18  \"Route\" shall mean any route on the AT&T Network between any two\npoints of presence listed on Exhibit A or any other AT&T points of presence\nwhich support OC-48 service.\n\n          1.19  \"Third Party POPs\" shall mean (a) the third party sites\nidentified in Exhibit G and (b) such other third party sites as the parties may\nagree from time to time to be within the scope of the term \"Third Party POP.\"\n\n          1.20  \"Service Components\" shall mean, with respect to any Route, the\ncapacity, collocation and interconnection services relating to such Route to be\nprovided pursuant to this Agreement.\n\n     2.   Service Components.\n\n          2.1   Indefeasible Right to Use. AT&T hereby grants to @Home for the\nTerm of this Agreement an IRU (as that term is defined above) in the Capacity,\nas the Capacity may be increased from time to time pursuant to the terms hereof.\n\n          2.2   Collocation and Interconnection. AT&T shall provide @Home with\ncollocation space along the @Home Backbone Network in the AT&T POPs under an\nagreement substantially in the form attached as Exhibit F (Collocation\n                                                           -----------\nAgreement). In each AT&T POP, AT&T shall provide @Home with three rack spaces\n---------\n(as used in this Agreement, \"rack space\" shall have the meaning set forth in\nExhibit F) and associated collocation and interconnection services, as listed in\nExhibit F, or as hereafter mutually agreed upon. AT&T shall use its best efforts\nto make the three rack spaces contiguous. AT&T shall procure on behalf of @Home\none rack space in the Third-Party POPs. As part of the Services provided\nhereunder, AT&T will extend its facilities at no cost to @Home to the @Home\ndesignated demarcation point within the Third-Party POPs.\n\n          2.3   Initial Capacity. AT&T shall provide at no additional cost to\n@Home OC-48's (including the Four-Port Network Electronics)on the Routes listed\non Exhibit A (the \"Initial Routes\") in the quantities listed in Exhibit A, in\naccordance with the terms of this Agreement including Exhibit B (Technical\n                                                                 ---------\nSpecifications) (the \"Initial Capacity\"). The \"Initial Service Components\" shall\n--------------\ninclude the Initial Capacity and corresponding collocation and interconnection\nservices as set forth in the Section entitled Collocation and Interconnection\n                                              ------------------------------- \nand Exhibit F. AT&T will provide the Initial Capacity to @Home immediately upon\nthe Effective Date.\n\n          2.4   Other Capacity. @Home, at its option, may order, and AT&T shall\nuse commercially reasonable efforts to promptly provide, capacity on routes not\navailable through the AT&T Network (\"Off-net Capacity\"). AT&T shall provide such\nOff-net Capacity at 115% of the cost (net of discount) such is actually obtained\nby AT&T from a non-affiliated third-party carrier, subject to such other terms\nand conditions as apply between AT&T and such other carrier.\n\n     3.   Payment.\n\n          3.1   Initial IRU Fees. In consideration for the IRU granted hereunder\nin the Initial Capacity, @Home shall pay AT&T seven hundred thirty thousand,\nseven hundred eighty-\n\n \n                                    Page 4\n\nnine dollars and sixty eight cents ($730,789.68) for each month in the Term,\nwhich amount will be billed in advance and paid within 30 days from the invoice\ndate (the \"Initial IRU Fees\"). AT&T may add interest charges to any amounts not\npaid within such time at an annual interest rate of 8.0%. In the event @Home\nassigns this Agreement or any rights or obligations hereunder to any person or\nentity, AT&T shall have the right, in its sole discretion, to elect to\naccelerate the obligation to pay the Initial IRU Fees, exercisable by AT&T\nwithin 60 days after it receives notice of such assignment. If AT&T elects to\naccelerate the obligation to pay the Initial IRU Fees, @Home and the assignee\nshall be jointly and severally liable to pay an accelerated IRU Fee equal to the\npresent value of the Initial IRU Fee payments due for the remainder of the Term\n(excluding any optional Term extension), discounted at 8% per annum, and shall\nhave no further obligation to pay Initial IRU Fees, and AT&T agrees to take all\nnecessary acts to immediately release the Security Interest upon receipt of such\npayment.\n\n          3.2  Additional IRU Fees.  In consideration for any IRU to be granted\nhereunder in the Additional Capacity, @Home shall pay AT&T the amounts\ncalculated in accordance with the Section entitled Additional Capacity Cost (the\n                                                   ------------------------     \n\"Additional IRU Fees.\")\n\n          3.3  Maintenance.  In consideration for the provision of maintenance\nservices provided by or arranged for by AT&T with respect to Capacity in\naccordance with the Section entitled Operation, Maintenance and Repair, @Home\n                                     ---------------------------------       \nshall pay AT&T a quarterly Maintenance Fee (as defined below) in arrears on an\nAirline Mileage basis (regardless of the amount of capacity used on the Route).\nThe mileage used to calculate the Maintenance Fee for each quarter shall be\ncalculated by adding together the number of applicable Airline Mileage in use at\nthe beginning and end of the quarter and dividing by two.  (AT&T may elect to\nbill the Maintenance Fee on a monthly basis.)  The \"Maintenance Fee\" shall be\nthe sum of two components: the \"Services Component\" and the \"Repair\/Replacement\nComponent\".  The Services Component shall be equal to $9.49 per quarter per\nAirline Mile. The Repair\/Replacement Component shall be lower during the period\nthe initial equipment used to provide the Capacity is new to reflect AT&T's\nability to take advantage of manufacturers' warranties.  The Repair\/Replacement\nComponent shall be (a) $3.16 per quarter per Airline Mile until April 30, 2003\nand (b) $9.96 per quarter per Airline Mile thereafter.\n\n               3.3.1   CPI Increase. The Maintenance Fee shall be adjusted\nannually by the aggregate change in the Consumer Price Index, as set forth\nbelow. The Maintenance Fee payable hereunder shall be adjusted as of May 1 of\nevery year of the Term by multiplying the monthly Maintenance Fee set forth in\nSection 3.3 by a fraction, the numerator of which shall be (i) the average of\nthe monthly Consumer Price Indices for the 12 months immediately preceding the\ndate as of which the Maintenance Fee is to be adjusted and (ii) the denominator\nof which shall be 174.1.\n\n          3.4  Collocation. In consideration for collocation at the AT&T POPs\n@Home shall pay AT&T the amounts set forth in Exhibit F. AT&T shall charge @Home\nfor rack spaces in Third-Party POPs only the actual cost therefor to AT&T,\nwithout mark-up.\n\n               3.4.1  CPI Increase. The collocation charges shall be adjusted\nannually by the aggregate change in the Consumer Price Index, as set forth\nbelow. The collocation charges shall be adjusted as of May 1 of every year of\nthe Term by multiplying such charges by a fraction, the numerator of which shall\nbe (a) the average of the monthly Consumer Price\n\n \n                                    Page 5\n\nIndices for the 12 months preceding the date as of which the charge is to be\nadjusted and (b) the denominator of which shall be 174.1.\n\n          3.5  Invoicing and Payment Terms. AT&T shall send a bill to @Home for\nall charges payable under this Agreement. @Home shall pay all invoiced amounts\nwithin 30 days after the date of an invoice therefor. Except with respect to the\nInitial IRU Fees (which may not be withheld) @Home's obligation to pay a charge\nthat is subject to a specifically identified good faith dispute will be\nsuspended while the disputed charge is under investigation by AT&T if (a) @Home\nprovides a written explanation of the basis for such dispute prior to the date\nsuch payment is due or (b) an AT&T account inquiry and collections\nrepresentative provides express written consent to suspend the payment\nobligation pending investigation. If any amount due under this Agreement not so\ndisputed is not received within fifteen days after the date due, then, in\naddition to its other remedies available under this Agreement, AT&T may in its\nsole discretion impose a late payment charge calculated each month at the rate\nof 1% per month (or 12% per annum), such late charge being payable upon demand\nby AT&T.\n\n          3.6  Deposits. @Home will provide a security deposit of 1 month's\ncharges. AT&T will rely upon commercially reasonable factors to determine the\ncontinuing need for such deposit. These factors may include, but are not limited\nto, payment history, number of years in business, history of service with AT&T,\nbankruptcy history, current account treatment status, financial statement\nanalysis, and commercial credit bureau rating. Any deposit will be held by AT&T\nas a guarantee for the payment of charges. AT&T may apply a deposit or any\nportion of it against past due charges. A deposit does not relieve @Home of the\nresponsibility for the prompt payment of bills. Interest (at the rate of 8% per\nyear or such other rate as is legally applicable to deposits held by\ntelecommunications carriers) will be paid to @Home for any period that a cash\ndeposit is held by AT&T. AT&T will meet with @Home once a year at @Home's\nrequest to review with @Home the continuing need for the deposit. Upon @Home's\nwritten request, AT&T will return to @Home the interest accrued on the deposit,\nprovided that @Home is current in payment of all charges under this agreement\nnot subject to a good faith dispute.\n\n     4.   Upgrades and Expansion.\n\n          4.1  Upgrade of @Home Backbone Network at @Home's Request. At any time\nduring the Term of this Agreement, @Home shall have the right to upgrade its\nCapacity on @Home Routes (a \"Requested Upgrade\"). In connection with a Requested\nUpgrade, @Home shall have the right to purchase from AT&T additional network\nelectronics and\/or circuit electronics, in order to increase the Capacity on the\napplicable @Home Route to the Market Equivalent Capacity. @Home may request such\nupgrade by providing written notice (the \"Upgrade Request Notice\") to such\neffect to AT&T. The Upgrade Request Notice shall include the Route(s) and the\namount of additional capacity for each Route (provided however the effective\nCapacity that @Home obtains shall not exceed the Market Equivalent Capacity for\nsuch Route, except if @Home has previously made an Existing Route Expansion (as\ndefined below) for the Route that @Home desires, in which case the effective\ncapacity which @Home obtains shall not exceed the product of (a) the Market\nEquivalent Capacity for the Route and (b) the Excess Expansion Percentage (as\ndefined below) for the Route). At such time, AT&T shall be obligated to provide\n@Home with (i) the Requested Upgrade or (ii) alternative capacity along the\nRoutes and in the amount requested by @Home as part of the Requested Upgrade\n(\"Additional Capacity Without Upgrade\"). Within 60 days of the date of the\nUpgrade Request\n\n \n                                    Page 6\n\nNotice, AT&T shall respond in writing (the \"Upgrade Response Notice\") indicating\nwhether it has selected option (i) or option (ii) above and providing a detailed\ndescription of the upgraded transmission system or the capacity, as applicable,\nthe anticipated time line for installation, completion and delivery, as\napplicable and the estimated cost of the upgrade or capacity. Such cost shall be\ncalculated in accordance with the Section entitled Upgrade Cost. Within 30 days\n                                                   ------------\nafter receipt of the Upgrade Response Notice, @Home shall provide AT&T with\nwritten confirmation of @Home's desire (or lack thereof) to proceed with the\nRequested Upgrade. @Home shall pay for the Requested Upgrade in accordance with\nthe Section entitled Upgrade Payment Terms and AT&T shall use commercially\n                     ---------------------\nreasonable efforts to provide the additional Capacity promptly.\n\n          4.2  Expansion of @Home Backbone Network.  During the Term of this\nAgreement, @Home shall have the right to request an expansion of the @Home\nBackbone Network to (a) include Routes not then on the @Home Backbone Network (a\n\"Route Expansion\") or (b) include additional capacity above the Market\nEquivalent Capacity on an @Home Route then in use (an \"Existing Route\nExpansion\"), (in either case, a \"Requested Expansion\").  In connection with a\nRequested Expansion, @Home shall have the right to purchase from AT&T additional\nnetwork electronics and\/or circuit electronics, in order to obtain Capacity (a)\nin a Route Expansion, on such Routes up to the Market Equivalent Capacity or (b)\nin an Existing Route Expansion, up to an amount of capacity above the Market\nEquivalent Capacity as specified by @Home (the percentage amount requested in an\nExisting Route Expansion above the Market Equivalent Capacity is referred to as\nthe \"Excess Expansion Percentage\") @Home may request such expansion by providing\nwritten notice (the \"Expansion Request Notice\") to such effect to AT&T.  The\nExpansion Notice shall include the new Route(s) and the amount of additional\ncapacity for each new Route that @Home desires.  At such time, AT&T shall\nprovide @Home with (i) the Requested Expansion using such upgraded facilities;\nor (ii) alternative capacity in the amount requested by @Home as part of the\nRequested Expansion (\"Additional Expansion Capacity Without Upgrade\"); provided\nhowever that in either case, the Capacity that @Home obtains shall not exceed\n(a) in the case of a Route Expansion, the Market Equivalent Capacity or (b) in\nthe case of an Existing Route Expansion, the product of (1) the Market\nEquivalent Capacity multiplied by (2) the sum of one plus the Excess Expansion\nPercentage.  Within 60 days of the date of the Expansion Request Notice, AT&T\nshall respond in writing (the \"Expansion Response Notice\") indicating whether it\nhas selected option (i) or option (ii) above and providing a detailed\ndescription of the upgraded transmission system or the capacity, as applicable,\nthe anticipated time line for installation, completion and delivery, as\napplicable and the estimated cost of the upgrade or capacity.  Such cost shall\nbe calculated in accordance with the Section entitled Additional Capacity Cost.\n                                                      ------------------------  \nWithin 30 days after receipt of the Expansion Response Notice, @Home shall\nprovide AT&T with written confirmation of @Home's desire (or lack thereof) to\nproceed with the Requested Expansion.  @Home shall pay for the Requested\nExpansion in accordance with the Section entitled Expansion Payment Terms and\n                                                  -----------------------    \nAT&T shall use commercially reasonable efforts to provide the additional\nCapacity promptly.\n\n          4.3  Upgrade of @Home Backbone Network During AT&T Network Upgrade.\nAT&T shall provide written notice (the \"Upgrade Notice\") to @Home of each\n\"Upgrade\" of the AT&T Network. An \"Upgrade\" is any change to the AT&T Network,\nincluding but not limited to lighting fiber(s), adding, modifying, or replacing\nelectronic equipment, that enables AT&T to increase the total number of\nchannels, or increase the capacity per channel, on a per fiber, per route basis\non all or any part of the AT&T Network. The Upgrade Notice shall include a\ndetailed\n\n \n                                     Page 7\n\ndescription of the upgraded transmission system (including routes, engineering\nand capacity), anticipated time line for installation, completion and delivery\nand the estimated cost to @Home for @Home's portion of the Upgrade. Such\nestimated cost shall be calculated in accordance with the Section entitled\nAdditional Capacity Cost. @Home may elect to participate in the Upgrade and to\n------------------------                                                       \nretain AT&T to upgrade the @Home Backbone Network (or such portions of the @Home\nBackbone Network as @Home requests) by providing notice (the \"Upgrade Acceptance\nNotice\") to such effect to AT&T in writing within 30 days of receiving the\nUpgrade Notice. The Upgrade Acceptance Notice shall include the Routes and the\namounts of capacity for each Route that @Home desires. @Home may elect to\nparticipate in the AT&T Network upgrade on individual Routes, rather than for\nthe entire Upgrade. @Home may at any time in the future request Service\nComponents on the Upgraded portions of the AT&T Network in accordance with the\nSection entitled Upgrade of @ Home Backbone Network at @ Home's Request.\n                 ------------------------------------------------------ \n\n          4.4  Forecasting and Planning. AT&T and @Home shall meet twice a year\nto review @Home's network forecasts, AT&T network planning and status and to\ndiscuss the current Market Equivalent Capacity. In the event the parties do not\nagree upon the Market Equivalent Capacity for any Route, at the option of either\nparty, determination of the Market Equivalent Capacity at such time shall be\nreferred to the binding decision of a mutually acceptable independent third\nparty. If the parties do not agree upon such a third party within 30 days of the\nexercise of such option, an independent third party will be chosen through\narbitration under the terms of this Agreement.\n\n          4.5  Transition to New Service. In the event an Upgrade, an Expansion\nor a Requested Upgrade requires a transfer of @Home's Service Components to\ndifferent electronics, AT&T will effect the transfer in accordance with mutually\nacceptable transition procedures approved by the engineering groups of @Home and\nAT&T.\n\n          4.6  Collocation with Upgrade or Expansion. In connection with a\nRequested Upgrade, an Upgrade or an Expansion, AT&T shall provide collocation\nservices to @Home in a manner sufficient to meet @Home's needs. @Home shall pay\nthe cost for such collocation as set forth in Exhibit F.\n\n          4.7  Acceptance of Upgrade and Expansion. Testing, Acceptance and\npayment subsequent thereto of a Requested Upgrade, an Upgrade or an Expansion\nshall be in accordance with the section entitled Testing and Acceptance herein,\n                                                 ----------------------    \nprovided however, that in the event the specifications set forth in Exhibit B\nare no longer applicable to the technology employed at the time of a Requested\nUpgrade, an Upgrade or an Expansion, the parties shall mutually agree in writing\nto specifications in line with industry standards prior to the testing.\n\n          4.8  City-Pair Split. At @Home's request, AT&T shall allow @Home to\nsplit any Route between the two cities of a City Pair at an AT&T point of\npresence (the \"New POP\") along the fiber path of the Route in between the two\ncities, provided that the support provided at the New POP will be consistent\nwith existing capabilities supported at the New POP. In such case, AT&T shall\nprovide @Home with collocation (three rack spaces) and interconnection at the\nNew POP. AT&T's only charge for allowing and implementing such split in the City\nPair will be for the collocation. @Home shall pay the cost for such collocation\nas set forth in Exhibit F. @Home shall not be required to pay anything for the\nright to use fiber on an @Home Route being split in connection with the\nacquisition of Additional Capacity on the span between the\n\n \n                                     Page 8\n\nNew POP and either or both cities in the City Pair, provided such Additional\nCapacity together with previously existing capacity on such span does not exceed\nthe Market Equivalent Capacity for the Route. A City-Pair Split does not create\na New Route, but rather a New POP along the existing Route at which @Home can\nconnect through an LSA. @Home can increase the Capacity on one span from the New\nPOP to the city on one end of the Route without increasing the Capacity on the\nspan to the city on the other end of the Route.\n\n     5.   Payment for Upgrades and Expansions.\n\n          5.1  Additional Capacity Cost. Pricing for additional upgrading to a\nnew higher capacity shall be determined by the following:\n\n               5.1.1  New Electronic Equipment Pricing Method. The payment from\n@Home for the new network electronics and circuit electronics required to obtain\ncapacity beyond the Initial Capacity (the \"Upgrade Cost\") shall be determined by\nAT&T based on @Home's requested upgraded configuration of the @Home Backbone\nNetwork. The Upgrade Cost shall be equal to the product of (a) AT&T's Network\nand Circuit Electronics Cost (as defined below) and (b) a fraction which shall\nhave a numerator equal to the Additional Capacity to be derived from such\nelectronics and a denominator which is equal to the total capacity which can be\nderived from such electronics. The \"Network and Circuit Electronics Cost\" shall\nbe equal to AT&T's \"actual cost\" to provide the additional capacity requested,\nconsisting of the actual costs paid by AT&T to third parties for all physical\nelements (active and passive) added to the AT&T fibers to prepare and create\nchannel capacity consistent with this Agreement and that are used in the\ndeployment of the @Home Backbone Network, including the costs paid to the\nequipment vendor for engineering and installation, and including the cost of\ninitial deployment of spare components to the extent included in provisioning\nsuch capacity in accordance with the general standards with which AT&T\nprovisions similar capacity in operating the AT&T Network (the \"Spare\nComponents\"). @Home will not be required to pay for any spares or replacement\nparts required that are not included in the initial deployment of the Additional\nCapacity. (AT&T's costs will be calculated on the basis of a cash purchase,\nwithout regard to any financing AT&T may secure with respect to such purchases.)\nThe Network and Circuit Electronics Cost shall be adjusted as follows:\n\n                      (a)  to not include any cost for installation services\nwhere such services are otherwise included in the costs of the network and\ncircuit electronics invoiced to AT&T and already included in the Network and\nElectronics Cost;\n\n                      (b)  reduced by the \"Discount Percentage.\" The Discount\nPercentage is the percentage discount, rebate or other direct or indirect cost\nsavings (\"Discount\") that AT&T was given by its supplier of network or circuit\nelectronics when AT&T purchased such electronics. If a Discount was made\navailable to AT&T in bundled purchases that include network electronics or\ncircuit electronics and other equipment not covered under this Agreement, the\nsame Discount shall be afforded to @Home for the equipment that is installed on\nthe @Home Network;\n\n                      (c)  decreased to the extent that the Comparison Price (as\ndefined below) for such upgrade is less expensive or to the extent that a less\nexpensive upgrade could have been possible if AT&T's equipment were of a more\nrecent manufacture or design; and\n\n \n                                     Page 9\n\n                      (d)  increased by a mark-up of 20% (that is, after the\ndeductions listed above in subsection (a), (b), and (c) are made to the Network\nand Circuit Electronics Cost, the Networks and Circuit Electronics Cost shall be\nmultiplied by 1.20); provided however, that the mark-up with respect to Spare\nComponents will be 10% instead of 20%.\n\nThe \"Comparison Price\" for an upgrade shall be the lower price, if any, any\nother AT&T-qualified vendor (or, in the event only one vendor is AT&T qualified\nfor the type of equipment being considered, any vendor of substantially\nequivalent equipment of comparable quality) could have provided the electronics\n(or substantially equivalent electronics), established as follows: (a) there\nwill be semi-annual meetings between @Home and AT&T to review market pricing,\nand based on such meetings, the parties will attempt to mutually establish a\nComparison Price for any impending upgrade, (b) if no such price can be mutually\nagreed to, the parties will engage a mutually acceptable third-party expert to\ndetermine the Comparison Price, which determination will be binding on the\nparties, and (c) if no such expert is mutually agreed to, the choice of the\nexpert will determined by an arbitrator under the arbitration provision of this\nAgreement. During such process, AT&T will share equipment market price\ninformation it has with @Home to the extent allowed by existing non-disclosure\nagreements it has with third parties.\n\nIn the event AT&T chooses to supply Additional Capacity Without Upgrade or\nAdditional Expansion Capacity Without Upgrade pursuant to option (ii) of the\nsection entitled Upgrade of @Home Backbone Network at @Home's Request or of\n                 ----------------------------------------------------      \noption (ii) of the section entitled Expansion of @Home Backbone Network, the\n                                    -----------------------------------     \ncost to @Home of such Additional Capacity shall be calculated through a\nreasonable estimate of what the costs would have been as if the facilities\nupgrade set forth above had actually taken place.\n\n               5.1.2  Fiber Cost. @Home shall not be required to pay anything\nfor the right to use fiber on any then existing @Home Route (i.e., the same City\nPair) in connection with the acquisition of Additional Capacity which together\nwith previously existing capacity on such Route does not exceed the Market\nEquivalent Capacity for such Route. @Home shall pay $2,700 per Route mile for\nthe right to use fiber in connection with extending the Capacity to an\nadditional Route (a \"New Route\") that is not a then existing @Home Route. @Home\nshall pay an amount equal to the product of (a) $2,700 per Route mile and (b)\nthe Excess Expansion Percentage for the right to use fiber in connection with an\nExisting Route Expansion. The route mileage for New Routes shall be determined\nby AT&T's final as-built circuit designs. Connection by @Home of two Routes on\nthe @Home side of the AT&T\/@Home Network Interface does not create a New Route\n(e.g., if @Home has a Route from City A to City B, and a second Route from City\nB to City C, @Home may connect those Routes within its LSA Space in City B, or\nin a different location on the @Home side of the AT&T\/@Home Network Interface,\nbut that does not create a new Route between City A and City C and @Home would\nnot be required to make the $2700 per Route mile payment in connection\ntherewith).\n\n          5.2  Upgrade and Expansion Payment Terms. Upon agreeing to participate\nin an upgrade or expansion, @Home shall owe AT&T a deposit of 10% of the\nestimated cost of the upgrade or expansion. Upon Acceptance in accordance with\nthe Section entitled Testing and Acceptance and delivery of the Service \n                     ----------------------          \nComponents along the upgraded or expanded portion of the @Home Backbone Network,\n@Home shall pay the remainder of the Upgrade Cost or the Expansion Cost;\nprovided however that @Home shall not be required to pay more \n\n \n                                    Page 10\n\nthan 110% of the estimated cost given to @Home for such Upgrade or Expansion in\nthe Upgrade Response Notice, the Upgrade Notice or the Expansion Notice, as\napplicable. The Section entitled Invoicing and Payment Terms shall apply to the\n                                 ---------------------------   \nUpgrade Cost and the Expansion Cost.\n\n     6.   Audit of Certain Upgrade, Expansion and Discount-Related Invoices.\n@Home may undertake an audit under this Section in connection with a billing\ndispute or after payment of the relevant invoice to evaluate the accuracy of\npricing and calculations for such invoice. For a period of twelve (12) months\nfrom the date payment of the relevant invoice by @Home is first due, AT&T agrees\nto maintain records related to its purchases of equipment and services related\nto an invoice, and to make such records available to a representative of @Home\n(or, at AT&T's option, to a third-party auditor acceptable to both parties) at\nreasonable times at AT&T headquarters on prior notice in connection with an\naudit requested by @Home under this Section. All costs related to such audit\nwill be borne by @Home. All documents reviewed in connection with such an audit\nshall be subject to confidential treatment as set forth in the Section entitled\nConfidentiality. If the audit discloses an error in the pricing or discounts\n---------------                                                              \nmade available to @Home, and such audit indicates @Home paid too much, AT&T and\n@Home will promptly review the conclusions of the audit and, where AT&T concurs,\nAT&T shall pay @Home the amounts due within 15 days of its concurrence. In the\nevent the audit reveals that @Home was charged too little, @Home shall pay the\ndifference within 30 days of receiving an invoice from AT&T therefor. If the\nparties disagree, either party may seek to resolve the matter through\narbitration as set forth in the Section entitled Arbitration.\n                                                 ----------- \n\n     7.   Testing and Acceptance.\n\n          7.1  Testing. Prior to making any Additional Capacity available to\n@Home under this Agreement, AT&T shall test the Additional Capacity on a Route-\nspecific basis (\"Testing\") to ensure that the Additional Capacity is in\nconformity with the technical specifications set forth in Exhibit B (the\n\"Specifications\"). If any Testing establishes that the Additional Capacity does\nnot conform to the Technical Specifications, AT&T promptly shall correct such\nnonconformity and conduct additional Testing prior to making the Service\nComponents available to @Home.\n\n          7.2  Acceptance. If AT&T determines, that for a particular Route, that\nthe Testing results show that the Additional Capacity meets the Specifications\nand that the Service Components are available for @Home's use, AT&T shall\nprovide @Home with written notice to that effect (the \"Delivery Notice\"). The\nDelivery Notice shall include the Testing results, a description of the\navailable Service Components (including circuit identifiers) and the date the\nService Components will be available. Prior to providing the Delivery Notice\nAT&T shall use commercially reasonable efforts to deliver @Home the applicable\nrack spaces pursuant to a Collocation Agreement in the AT&T POP for installation\nof its equipment. If @Home fails to give a Non-Acceptance Notice (defined below)\nor makes a special request for an extension of the acceptance period within 30\ndays after @Home's receipt of the Delivery Notice, @Home shall be deemed to have\naccepted the Service Components for such Route(s) effective as of such thirtieth\nday. The earliest of (i) such date, (ii) the date @Home informs AT&T that it has\naccepted the Service Components, or (iii) the date that @Home actually begins\ncommercial use of the Service Component shall be deemed the \"Acceptance Date\"\nfor that Service Component and such Service Component shall be \"Accepted.\" @Home\nshall have the right to extend the acceptance period for 15 days upon written\nrequest to AT&T.\n\n \n                                    Page 11\n\n          7.3  Non-Acceptance. If within the 30-day period (or the 45-day period\nif applicable) described above, @ Home gives AT&T a written notice of any\nnonconformity of the Additional Capacity to the Specifications or stating that\nthe Service Components are not available for @ Home's use (\"Non-Acceptance\nNotice\"), Acceptance shall not occur. A Non-Acceptance Notice must either\nspecifically identify the Specifications with which @Home contends the\nAdditional Capacity does not conform, or provide an explanation of the manner\nand extent to which the Service Component is not available. @Home will promptly\nupon AT&T's written request give reasonably specific additional information to\nAT&T regarding the claimed nonconformity. AT&T shall use commercially reasonable\nefforts to correct such nonconformity and make the Service Component available\nwithin 10 days of receipt of @Home's valid Non-Acceptance Notice. Upon\ncompletion of such correction, AT&T shall notify @Home by providing a Delivery\nNotice, after which @Home shall have 10 days for Acceptance or for @Home to\nprovide additional notice of a failure to deliver the Service Components by\nproviding a Non-Acceptance Notice. Such process shall be repeated until\nAcceptance, provided however, if AT&T fails to correct any nonconformity of any\nAdditional Capacity to the Technical Specifications or to provide the Service\nComponents within 90 days after the date of the first Delivery Notice, @Home may\nat its option terminate this Agreement with respect to the affected Route(s)\nonly, upon written notice to AT&T. In such case, AT&T need no longer deliver the\naffected Route(s), and @Home need no longer pay any amounts due for such\nRoute(s).\n\n     8.   Operation, Maintenance and Repair.\n\n          8.1  Purchase, Repair or Replacement of Electronic Equipment. AT&T\nshall purchase, repair and replace all electronic equipment related to the\nprovision of the Service Components at all times.\n\n          8.2  Operating Standards. During the term of this Agreement, AT&T\nshall operate the @Home Backbone Network in accordance with the same standards\nwith which AT&T operates the AT&T Network and in any case, with at least the\nstandard of care in the industry.\n\n          8.3  Maintenance and Repair. During the Term hereof, AT&T shall be\nresponsible, at its sole expense, for the emergency and non-emergency\nmaintenance, and repair of the AT&T Network and the @ Home Backbone Network, so\nas to assure continuing conformity of the @Home Backbone Network with the\nSpecifications. If routine, scheduled maintenance of the @Home Backbone Network\nis expected to result in any interruption of the Service, AT&T shall so notify\n@Home in writing at least 10 business days prior to commencing such routine\nmaintenance. AT&T shall schedule major maintenance of the @Home Backbone Network\nat a time selected by AT&T to limit adverse user impacts.\n\n          8.4  Use of Subcontractors. AT&T may contract with qualified\ncontractors for the performance of any maintenance and repair services\ncontemplated by this Agreement, including unaffiliated contractors, but shall\nremain responsible for the performance of such services in accordance with the\nrequirements of this Agreement.\n\n          8.5  Response to Interruptions. Subject to geographic limitations,\nAT&T shall exercise commercially reasonable efforts to respond to any\nUnscheduled Interruption (defined below) involving AT&T facilities delivering\nthe Service within four hours, measured in each case\n\n \n                                    Page 12\n\nfrom the time that AT&T receives notice of an interruption and ending at the\ntime a qualified AT&T technician arrives at the site of the reported problem.\n\n          8.6  Credit for Total Interruptions.\n\n               8.6.1  A Total Interruption is: (a) any situation in which @Home\nsuffers a total loss of connectivity in one or more Routes, lasting two or more\nhours, which loss is not caused by @Home, and that does not occur within or as a\nresult of equipment connections that @Home provides. In the event of a Total\nInterruption that is due to circumstances within AT&T's reasonable control\n(fiber cuts shall not be deemed to be within AT&T's reasonable control), @Home\nshall be entitled to an allowance in the form of a credit against amounts\notherwise payable by @Home under this Agreement, calculated as set out below. No\ncredit will be provided for any scheduled interruption. Any credit shall be\napplied to the next monthly maintenance invoice issued to @Home.\n\n               8.6.2  @Home shall be credited for each two hour period of a\nTotal Interruption within AT&T's reasonable control in a specific Route at a\nrate of $500 for each such period of a Total Interruption for each Route where\nthe Total Interruption occurs, the duration of such Interruption being measured\nfrom (i) the time of notice to AT&T's network control center that a Total\nInterruption has occurred to (ii) the time of restoration of the Service.\n\n               8.6.3  If there shall occur, within any period of 12 consecutive\nmonths, more than four Total Interruptions caused by factors within AT&T's\nreasonable control on the AT&T Network, AT&T will demonstrate to @Home actions\ntaken by AT&T to reduce such Interruptions. If there shall occur more than two\nadditional Total Interruptions due to factors within AT&T's reasonable control\nwithin the subsequent three-month period, @Home may at its option terminate this\nAgreement upon written notice to AT&T, but only with respect to the affected\nRoute(s).\n\n          8.7  Interference. In any instance in which AT&T believes in good\nfaith that @Home's use of the @Home Backbone Network is interfering unreasonably\nwith the use of AT&T service by others or the operation of the AT&T Network,\nAT&T may immediately restrict or suspend the Service Components, without\nliability on the part of AT&T, and then notify @Home of the action that AT&T has\ntaken and the reason for such action. For purposes of the foregoing sentence,\nthe normal usage by @Home of all or any part of the Capacity shall be deemed to\nbe reasonable. To the extent doing so does not interfere with its ability to\nprevent such interference, AT&T will attempt to limit any restriction or\nsuspension under this Section to the Service Components that are causing such\ninterference.\n\n          8.8  Ongoing Service Quality Review. The Parties shall establish an\ninformal mechanism for maintaining communications channels between their\nrespective network staffs related to service quality on the Routes. In the event\nthat there arises a service quality issue that a party deems to be significant\nand that is not resolved in a satisfactory manner through the established\nmechanism, the dissatisfied party may escalate the matter to senior management\nof the other party for resolution, at the level of an executive vice president\nor higher.\n\n     9.  Relocation. Unless the circumstances make such notice impracticable,\nAT&T shall give @Home at least 90 days prior written notice of any scheduled\nrelocation of any portion of the @Home Backbone Network, and as much advance\nnotice as possible of any\n\n \n                                    Page 13\n\nunscheduled relocation. AT&T shall have the right to direct any relocation of\nany portion of the @Home Backbone Network, including but not limited to the\nright to determine the extent and timing of, and the methods to be used for,\nsuch relocation; provided, however, that unless otherwise agreed, any such\nrelocation: (i) shall be constructed and tested in accordance with the\nSpecifications, and (ii) shall not result in any Interruption in excess of two\nhours or degradation of the Service Components. In the event an AT&T POP or a\nThird-Party POP is relocated or replaced, by a new site, AT&T shall relocate the\napplicable @Home Service Components (including any facilities necessary to\ncontinue the AT&T and third-party interconnections in place immediately prior to\nthe relocation or replacement). Any such relocation shall be undertaken at no\ncost to @Home, except in cases where relocation is accompanied by additions or\nother work to benefit @Home and for which @Home agrees in writing to pay.\n\n     10.  Term of the Agreement. This Agreement is binding on the parties as of\nthe Effective Date and, subject to the termination provisions of this Agreement,\nshall remain in effect until April 30, 2020, or until April 30, 2022 if AT&T\nexercises the term extension option described in this Section (the \"Term\"). AT&T\nhas the option to extend the Term by an additional two years, exercisable in\n2018. If AT&T exercises that option, all charges due under this Agreement for\nthe two-year extension period will be reset to then-current market rates. This\nAgreement, including the Service Components granted under this Agreement, may be\nrenewed upon terms mutually agreed upon by the parties in writing.\n\n     11.  Use of the Services and Restriction on Resale. @Home may use the\nService Components for any lawful purpose and @Home represents and warrants that\nits use of the Service Components and its offering of services using the @Home\nBackbone Network will comply with all applicable government codes, ordinances,\nlaws, rules, regulations and\/or restrictions. @Home may sell, trade, exchange or\notherwise make available to any person or entity any service so long as @Home's\nrouters and packet switches or packet based successor equipment are used.\n\n     12.  Indemnification.\n\n          12.1 @Home shall indemnify, defend, and hold harmless AT&T and its\ndirectors, officers, employees, agents, subsidiaries, affiliates, successors and\nassigns from any and all third party claims, damages and expenses whatsoever\n(including reasonable attorneys' fees) arising on account of or in connection\nwith @Home's use of the Service Components provided under this Agreement,\nincluding but not limited to: (a) claims arising from any failure, breakdown,\ninterruption or deterioration of service components provided by AT&T to @Home or\nservice provided by @Home to third parties; and (b) claims of patent\ninfringement arising from combining or using services or equipment furnished by\nAT&T in connection with services or equipment furnished by others. @Home's\nindemnification obligations do not apply to claims for damages to real or\ntangible personal property or for bodily injury or death negligently caused by\nAT&T.\n\n          12.2 AT&T shall indemnify, defend, and hold harmless @Home and its\ndirectors, officers, employees, agents, subsidiaries, affiliates, successors,\nand assigns from all claims of patent infringement arising solely from the use\nof the Services.\n\n \n                                    Page 14\n\n          12.3 The parties hereby expressly recognize and agree that each\nparty's said obligation to indemnify, defend, protect and save the other\nharmless is not a material obligation to the continuing performance of the\nparties' other obligations, if any, hereunder. In the event that a party shall\nfail for any reason to so indemnify, defend, protect and save the other\nharmless, the injured party hereby expressly recognizes that its sole remedy in\nsuch event shall be the right to bring an arbitration proceeding pursuant to the\nterms of this Agreement against the other party for its damages as a result of\nthe other party's said failure to indemnify, defend, protect and save harmless.\nThese obligations shall survive the expiration or termination of this Agreement.\n\n          12.4 Nothing contained herein shall operate as a limitation on the\nright of either party hereto to bring an action for damages against any third\nparty, including indirect, special or consequential damages, based on any acts\nor omissions of such third party as such acts or omissions may affect the\nconstruction, operation or use of the AT&T Network or the @Home Backbone\nNetwork, as the case may be; provided, however, that each party hereto shall\nassign such rights of claims, execute such documents and do whatever else may be\nreasonably necessary to enable the other party to pursue any such action against\nsuch third party.\n\n     13.  Security Interest\n\n          13.1 To secure payment of its obligations to AT&T under this\nAgreement, @Home grants to AT&T a continuing, perfected, first-priority security\ninterest in this Agreement and all of its rights hereunder (including any\nenhancements or additions) (the \"Security Interest\").\n\n          13.2 At any time after July 1, 2006, @Home may accelerate its\nobligation to pay the Initial IRU Fees, by paying an accelerated IRU Fee equal\nto the present value of the Initial IRU Fee payments due for the remainder of\nthe Term (excluding any optional Term extension), discounted at 8% per annum.\nUpon payment of such accelerated IRU Fee, @Home shall have no further obligation\nto pay Initial IRU Fees and AT&T agrees to take all necessary acts to\nimmediately release the Security Interest.\n\n          13.3 @Home warrants that no financing statement covering this\nAgreement is on file in any public office. @Home will join with AT&T in\nexecuting one or more financing statements pursuant to the Uniform Commercial\nCode of applicable jurisdictions in a form satisfactory to AT&T. A carbon,\nphotographic or other reproduction of this agreement or a financing statement\nwill be sufficient as a financing statement. @Home agrees to take such further\naction as AT&T may reasonably request to evidence, protect or perfect the\nSecurity Interest.\n\n          13.4 AT&T may assign this Security Interest, and all AT&T's rights\nwith respect to this Security Interest shall inure to the benefit of AT&T's\nsuccessors and assigns, and all obligations of @Home with respect to this\nSecurity Interest shall bind @Home's successors and assigns.\n\n          13.5 @Home appoints AT&T as @Home's agent and grants AT&T limited\npower of attorney to sign any necessary documents including but not limited to\nUCC-1 and UCC-3 financing statements for the purpose of perfecting or otherwise\nprotecting AT&T's security interest.\n\n \n                                    Page 15\n\n     14.  Limitation of Liability.\n\n          14.1 EXCEPT AS SET FORTH IN THE SECTIONS ENTITLED DELIVERY AND\n                                                            ------------\nLIQUIDATED DAMAGES, AND CREDIT FOR TOTAL INTERRUPTIONS OR AS OTHERWISE SPECIFIED\n------------------      ------------------------------\nHEREIN, THE LIABILITY OF AT&T ASSOCIATED WITH THE INSTALLATION, PROVISION, USE,\nMAINTENANCE, REPAIR, TERMINATION OR RESTORATION OF SERVICE COMPONENTS PROVIDED\nPURSUANT TO THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE PRORATED\nPORTION OF CHARGES FOR THE AFFECTED SERVICE COMPONENTS FOR THE PERIOD DURING\nWHICH THAT SERVICE COMPONENT WAS AFFECTED.\n\n          14.2 NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY,\nIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,\nINCIDENTAL, INDIRECT, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, WHETHER\nFORESEEABLE OR NOT, ARISING OUT OF, OR IN CONNECTION WITH, TRANSMISSION\nINTERRUPTIONS OR PROBLEMS, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF\nPROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUE, COST OF CAPITAL, COST OF\nREPLACEMENT SERVICES, OR CLAIMS OF CUSTOMERS, WHETHER OCCASIONED BY ANY REPAIR\nOR MAINTENANCE PERFORMED BY, OR FAILED TO BE PERFORMED BY, THE FIRST PARTY OR\nANY OTHER CAUSE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT,\nBREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY. THIS PARAGRAPH SHALL NOT BE\nCONSTRUED TO LIMIT EITHER PARTY'S ABILITY TO RECOVER UNDER THE SECTION ENTITLED\nINDEMNIFICATION WITH RESPECT TO CLAIMS OF THIRD PARTIES BROUGHT AGAINST SUCH\n---------------                                                             \nPARTY OR THE RIGHT TO RECOVER LIQUIDATED DAMAGES UNDER THE SECTIONS ENTITLED\nDELIVERY AND LIQUIDATED DAMAGES AND OPERATION, MAINTENANCE AND REPAIR.\n-------------------------------     --------------------------------- \n\n          14.3 PURSUANT TO THIS SECTION, NO PARTY SHALL BE PREVENTED FROM MAKING\nA CLAIM OR FILING SUIT AGAINST AN INDEPENDENT CONTRACTOR FOR SPECIAL,\nINCIDENTAL, INDIRECT, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES ARISING OUT OF\nSUCH INDEPENDENT CONTRACTOR'S PERFORMANCE OF MAINTENANCE OR REPAIR SERVICES FOR\nTHE SYSTEM OWNER, BUT THE PARTY MAKING THE CLAIM OR FILING SUIT AGREES THAT IT\nWILL NOT SEEK RECOVERY OF SUCH DAMAGES TO THE EXTENT SUCH INDEPENDENT CONTRACTOR\nHAS A CONTRACTUAL OR COMMON LAW RIGHT OF RECOVERY AGAINST OR AN INDEMNITY FROM\nTHE OTHER PARTY.\n\n     15.  Notice.\n\n          15.1 Unless otherwise provided herein, all notices and communications\nconcerning this Agreement shall be in writing and addressed to the other party\nas follows:\n\n \n                                    Page 16\n\n          If to @Home:        At Home Corporation\n                              450 Broadway Street\n                              Redwood City, California 94063\n                              Attention: General Counsel\n                              Telephone: (650) 569-5000\n                              Facsimile No: (650) 482-4606\n\n          with a copy to:     Michael P. Whalen, Esq.\n                              O'Melveny & Myers LLP\n                              990 Marsh Road\n                              Menlo Park, CA 94025\n                              Facsimile No: (650) 473-2601\n\n          If to AT&T:         AT&T Corp.\n                              Room 3W090\n                              300 Atrium Drive\n                              Somerset, New Jersey  08873\n                              Attn: Connie Diehl\n                              General Manager - @Home\n                              Facsimile No: (732) 805-9385\n\n          with a copy to:     AT&T Corp.\n                              295 North Maple Avenue\n                              Basking Ridge, New Jersey, 07920\n                              Attn: [David J. Ritchie]\n                              General Attorney - Wholesale Markets\n                              Facsimile No: (908) 953-8360\n\nor at such other address as may be designated in writing to the other party.\n\n          15.2 Unless otherwise provided herein, notices shall be sent by\nregistered or certified U.S. Mail, postage prepaid, or by commercial overnight\ndelivery service, or by facsimile, and shall be deemed served or delivered to\nthe addressee or its office on the date of receipt acknowledgment or, if postal\nclaim notices are given, on the date of its return marked \"unclaimed,\" provided,\nhowever, that upon receipt of a returned notice marked \"unclaimed,\" the sending\nparty shall make reasonable effort to contact and notify the other party by\ntelephone.\n\n     16.  Confidentiality. The parties hereto agree that this Agreement and the\nterms hereof are \"Confidential Information\" as defined in the Nondisclosure\nAgreement dated as of September 8, 1998 between the parties. Notwithstanding the\nterms of that agreement however, either party may disclose the contents of, or\ninformation concerning, this Agreement to the extent required by law after using\nreasonable efforts to consult with the other party regarding such disclosure\nand, as applicable, using reasonable efforts to obtain confidential treatment\nfrom the applicable regulatory agency regarding the pricing terms hereof.\n\n     17.  Use of Marks. Nothing in this Agreement creates in a party any rights\nin the other party's trade names, trademarks, service marks or any other\nintellectual property. Except as may be otherwise agreed between the parties in\nwriting:\n\n \n                                    Page 17\n\n          17.1 Either party may use the other party's trade names, trademarks,\nor service marks only to the extent such use is not prohibited by this Agreement\nand is otherwise permitted by law (including but not limited to the Lanham Act).\n\n          17.2 In no event shall either party use or display, in advertising or\notherwise, any of the other party's logos, trade dress, trade devices or other\nindicia of origin, or any confusingly similar logos, trade dress, trade devices\nor indicia of origin.\n\n          17.3 Neither party shall conduct business under the other party's\ncorporate or trade name, trademark, service mark, logo, trade dress, trade\ndevice, indicia of origin or other symbol that serves to identify and\ndistinguish the other party from its competitors, or under any confusingly\nsimilar corporate or trade name, trademark, service mark, logo, trade dress,\ntrade device, indicia of origin or other symbol.\n\n          17.4 Neither party (the \"First Party\") shall indicate or imply to any\nthird party that the First Party is affiliated with the other party, that the\nFirst Party is authorized by the other party to sell or provide service to them,\nthat the First Party is providing (or will provide) service to such party\njointly or in collaboration or partnership with the other party, or as the agent\nof the other party, or that service provided by the First Party or another\ncarrier is provided by the other party.\n\n          17.5 Except to the limited extent (if any) as may be required under\nlaw, neither party shall indicate or imply to any existing or potential end user\nthat any portion of the service provided to the end user by a party is provided\nby the other party or is carried over the other party's network or facilities.\n\n     18.  Default.\n\n          18.1 A party may deliver to the other party a written \"Notice of\nDefault\" for: (i) failing to make any payment of the Initial IRU Fees owed\nhereunder (an \"Initial IRU Payment Default\"); (ii) failing to make any payment\nof any amounts owed hereunder other than Initial IRU Fees, when no bona fide\ndispute exists (an \"Other Payment Default\"); (iii) the breaching by either party\nor its agents, assigns or affiliates of any Material Provision; or (iv) the\nfiling or initiating of proceedings by or against a party seeking liquidation,\nreorganization or other such relief under any federal or state bankruptcy or\ninsolvency law (a \"Bankruptcy Proceeding\"). Such Notice of Default must\nprominently contain the following sentences in capital letters: \"THIS IS A\nFORMAL NOTICE OF A BREACH OF CONTRACT. FAILURE TO CURE SUCH BREACH WILL HAVE\nSIGNIFICANT LEGAL CONSEQUENCES.\"\n\n          18.2 If @Home receives a Notice of Default arising out of an Initial\nIRU Payment Default, it shall have 5 days to cure; provided that prior to\nsending such a Notice of Default, AT&T shall have engaged (or made commercially\nreasonable efforts to engage) in discussions with @Home with respect to the non-\npayment. If @Home fails to cure an Initial IRU Payment Default within the cure\nperiod, AT&T shall have the right to suspend @Home's right to use the Initial\nRoutes. If @Home fails to cure an Initial IRU Payment Default within 30 days\nafter receipt of the Notice of Default, AT&T shall have the right to reclaim the\nIRU under this Agreement with respect to all @Home Routes, in which case @Home\nwill be liable for an\n\n \n                                    Page 18\n\naccelerated IRU Fee equal to the present value of the Initial IRU Fee payments\ndue for the remainder of the Term (excluding any optional Term extension),\ndiscounted at 8% per annum, less the fair value of the IRU as then in effect,\nincluding without limitation, all Additional Capacity and New Routes, with such\nfair value to be determined based upon an auction process with a reasonable\namount of time conducted by a recognized investment bank. In the event the fair\nvalue exceeds the present value of the Monthly IRU Fee payments, @Home will be\nentitled to the amount of such excess. Notwithstanding Section 18.4, AT&T may\nnot disconnect service or revoke the IRU with respect to any Initial Capacity\nexcept in accordance with this Section 18.2.\n\n          18.3 If @Home receives a Notice of Default arising out of an Other\nPayment Default, it shall have 30 days to cure. If @Home fails to cure an Other\nPayment Default within the cure period, AT&T shall have the right to either (a)\nsuspend its performance obligations under this Agreement, (b) seek an award for\nthe past due balance, including interest and reasonable attorneys' fees, and\/or\n(c) require @Home to post a reasonable deposit or other adequate assurance of\npayment as a condition of continuing performance by AT&T. Notwithstanding the\nforegoing and Section 18.4, AT&T may not disconnect service or revoke the IRU\nwith respect to any Additional Capacity except for non-payment of the Additional\nIRU Fee with respect to that Additional Capacity.\n\n          18.4 A party that has received a Notice of Default arising out of an\nalleged breach of a Material Provision shall have 30 days to cure the alleged\nbreach (except as otherwise provided in Section 18.2 with respect to a breach of\n@Home's obligation to pay the Initial IRU Fees). If the defaulting party shall\nhave commenced actions in good faith to cure such defaults which are not\nsusceptible of being cured during such 30-day period, such period shall be\nextended (but not in excess of 90 additional days) while such party continues\nsuch actions to cure. If such party fails to cure the breach within the\napplicable cure period, this Agreement shall not be terminated, but as long as\nsuch default shall be continuing, the non-defaulting party shall have the right\nto either (a) suspend its performance or payment obligations under this\nAgreement, (b) seek an order of specific performance, and\/or (c) seek the award\nof compensatory damages. Any event of default by either party may be waived\nunder the terms of this Agreement at the other party's option.\n\n     19.  Termination.\n\n          19.1 Upon the expiration of the Term of this Agreement, the Services\nComponents shall terminate and @Home shall owe AT&T no additional consideration.\n\n          19.2 Notwithstanding the foregoing, no termination of this Agreement\nshall affect the rights or obligations of any party hereto with respect to any\npayment hereunder for services rendered prior to the date of termination or\npursuant to the Sections entitled Indemnification or Arbitration herein.\n                                  ---------------    -----------        \n\n     20.  Force Majeure. If, by reason of any Force Majeure Event (as\nhereinafter defined), a party shall be unable to carry out any of its\nobligations (other than the payment of monetary amounts due) under this\nAgreement and that party gives the other party prompt written notice thereof,\nthen, except as otherwise set forth herein, any such obligations shall be\nsuspended to the extent made necessary by reason of such Force Majeure Event\nduring its continuance, provided that such party attempts to eliminate insofar\nas is reasonably possible the effect of such force majeure with all reasonable\ndispatch. The term \"Force Majeure Event\" shall\n\n \n                                    Page 19\n\n\nmean: (i) an act of God, (ii) fire, (iii) flood, (iv) explosion (v) material\nshortage or unavailability not resulting from the responsible Party's failure to\ntimely place orders or take other necessary actions therefor, (vi) war, civil\ndisorder, earthquake or labor strikes or (vii) national emergency. The party\nclaiming relief under this Section shall promptly notify the other in writing of\nthe existence of the event(s) (i) through (vii) relied on, the expected duration\nof the Force Majeure Event, and the cessation or termination of said event.\n\n     21.  Arbitration\n\n          21.1  An \"Arbitrable Dispute\" is any dispute or disagreement arising\nbetween @Home and AT&T in connection with this Agreement in which the dollar\namount in dispute is less than one million dollars ($1,000,000) or which\ninvolves quality issues not settled by the parties pursuant to the section\nentitled Ongoing Service Quality Review. Any Arbitrable Dispute which is not\n         ------------------------------\nsettled to the mutual satisfaction of @Home and AT&T within thirty (30) days\nfrom the date that either party informs the other in writing that such dispute\nor disagreement exists, shall be settled by arbitration in San Francisco,\nCalifornia in accordance with the Commercial Arbitration Rules of the American\nArbitration Association in effect on the date that such notice is given. If the\nparties are unable to agree on a single arbitrator within 15 days from the date\nof receipt of the notice notifying a party of a dispute or disagreement, each\nparty shall select an arbitrator within 15 days and the two arbitrators shall\nselect a third arbitrator within 10 days. The decision of the arbitrator(s)\nshall be final and binding upon the parties and shall include written findings\nof law and fact, and judgment may be obtained thereon by either party in a court\nof competent jurisdiction. Each party shall bear the cost of preparing and\npresenting its own case. The cost of the arbitration, including the fees and\nexpenses of the arbitrator(s), shall be shared equally by the parties hereto\nunless the award otherwise provides. The arbitrator(s) shall be instructed by\nthe parties to establish procedures such that a decision can be rendered by the\narbitrator(s) within 60 days of their appointment.\n\n          21.2  The obligation herein to arbitrate shall not be binding upon any\nparty with respect to requests for preliminary injunctions, temporary\nrestraining orders, specific performance or other procedures in a court of\ncompetent jurisdiction to obtain interim relief when deemed necessary by such\ncourt to preserve the status quo or prevent irreparable injury pending\nresolution by arbitration of the actual dispute.\n\n     22.  Waiver.  The failure of either party hereto to enforce any of the\nprovisions of this Agreement, or the waiver thereof in any instance, shall not\nbe construed as a general waiver or relinquishment on its part of any such\nprovision, but the same shall nevertheless be and remain in full force and\neffect.\n\n     23.  Taxes.\n\nThe Parties' respective responsibilities for taxes arising under or in\nconnection with this Agreement shall be as follows:\n\n          23.1  Each Party shall be responsible for any personal property taxes\non property it owns or leases from the other Party or from a third party, for\nfranchise and privilege taxes on its business, and for income taxes based upon\nits net income.\n\n \n                                    Page 20\n\n          23.2  The Parties agree to reasonably cooperate with each other to\nenable each to more accurately determine its own tax liability and to minimize\nsuch liability to the extent legally permissible. AT&T's invoices shall\nseparately state the amount of any taxes AT&T is collecting from @Home.\n\n          23.3  In the event that a sales, use, excise, value added, services,\nduty, consumption, or other tax is or may be assessed on the sale, installation,\nuse or provision of any of the Service Components, the IRU or any equipment\nprovided under this Agreement,the Parties shall work together to segregate, to\nthe extent practicable, the payments under this Agreement into three payment\nstreams: (a) those that are taxable; (b) those that are nontaxable; and (c)\nthose for which AT&T functions merely as a payment agent for @Home in receiving\ngoods, supplies or services (including leasing and licensing arrangements) that\notherwise are nontaxable or have previously been subject to tax.\n\n          23.4  Subject to Section 23.3 above, @Home shall be responsible for\nand shall pay any sales, use, excise, value added, services, consumption, or\nother similar tax payable with respect to the Service Components, the IRU or any\nequipment provided under this Agreement, except to the extent @Home provides a\nvalid tax exemption certificate to AT&T prior to the delivery thereof. AT&T will\napply taxes to @Home at the same rates applied with respect to other similarly\nsituated customers, which rates are designed to cover costs, without mark-up.\n\n          23.5  AT&T shall promptly notify @Home of, and coordinate with @Home,\nthe response to any settlement of any claim for taxes asserted by applicable\ntaxing authorities for which, as between the Parties, @Home is responsible\nhereunder. It being understood that with respect to any claim arising out of a\nform or return signed by a Party to this Agreement, such Party shall have the\nright to elect to control the response to and settlement of the claim, the other\nParty shall have all rights to participate, at its own cost and expense, in the\nresponses and settlements that are appropriate to its potential responsibilities\nor liabilities. If @Home requests that AT&T challenge the imposition of any tax,\n@Home shall reimburse AT&T for the reasonable expenses it incurs. @Home shall be\nentitled to any tax refunds or rebates granted to the extent such refunds are of\ntaxes that were paid by @Home.\n\n          23.6  AT&T shall be responsible for and shall timely pay any and all\n(i) taxes and franchise, license and permit fees based on the physical location\nof the AT&T Network and the @Home Backbone Network; (ii) right-of-way payments\non the AT&T Network and the @Home Backbone Network; and (iii) gross receipts tax\nbased on revenues received by AT&T under this Agreement.\n\n          23.7  For purposes of this Section, \"Taxes\" shall mean all sales, use,\nvalue added, transfer, ad valorem, or excise taxes and any other similar taxes,\nfees, duties or imposts, plus any interest and penalties imposed thereon and all\nexpenses incurred by @Home or AT&T in connection with the payment or settlement\nof or defense against any claim for such taxes.\n\n          23.8  @Home shall be responsible for USF fees and similar\ntelecommunication surcharges or user fees imposed by government authorities and\nassociated with the performance by AT&T of its obligations under this Agreement.\n\n \n                                    Page 21\n\n          23.9  AT&T will determine in its reasonable judgment whether such\nTaxes or assessments apply. AT&T will consult with @Home prior to changing the\nmanner in which AT&T specifically treats @Home with respect to applicability of\ntaxes and assessments (this does not include general changes within a\ntaxing\/assessing jurisdiction which may affect @Home).\n\n          23.10 @Home will indemnify AT&T against any obligation AT&T incurs to\npay any Taxes or assessments for which @Home is responsible.\n\n     24.  Equipment.  AT&T shall retain title to all of its equipment and\nfacilities used to meet its performance obligations this Agreement.\n\n     25.  Governing Law.  This Agreement shall be governed by and construed in\naccordance with the domestic laws of the State of New York without reference to\nits choice of law principles.\n\n     26.  Rules of Construction.\n\n          26.1  The captions or headings in this Agreement are strictly for\nconvenience and shall not be considered in interpreting this Agreement or as\namplifying or limiting any of its content. Words in this Agreement which import\nthe singular connotation shall be interpreted as plural, and words which import\nthe plural connotation shall be interpreted as singular, as the identity of the\nparties or objects referred to may require.\n\n          26.2  Unless expressly defined herein, words having well-known\ntechnical or trade meanings shall be so construed. All listing of items shall\nnot be taken to be exclusive, but shall include other items, whether similar or\ndissimilar to those listed, as the context reasonably requires.\n\n          26.3  Except as set forth to the contrary herein, any right or remedy\nof AT&T or @Home shall be cumulative and without prejudice to any other right or\nremedy, whether contained herein or not.\n\n          26.4  Nothing in this Agreement is intended to provide any legal\nrights to anyone not an executing party of this Agreement.\n\n          26.5  This Agreement has been fully negotiated between and jointly\ndrafted by the parties.\n\n          26.6  In the event of a conflict between the provisions of this\nAgreement and those of any Exhibit, the provisions of this Agreement shall\nprevail and such Exhibits shall be corrected accordingly.\n\n          26.7  All actions, activities, consents, approvals and other\nundertakings of the parties in this Agreement shall be performed in a reasonable\nand timely manner. Except as specifically set forth herein, for the purpose of\nthis Section the normal standards of performance within the telecommunications\nindustry in the relevant market shall be the measure of whether a party's\nperformance is reasonable and timely.\n\n \n                                    Page 22\n\n     27.  Assignment.  Neither Party shall assign or otherwise transfer this\nAgreement or its rights or obligations hereunder to any person or entity without\nthe prior written consent of the other party, which shall not be unreasonably\nwithheld or delayed; provided, however, that either party shall have the right,\nwithout the consent of the other, to assign or otherwise transfer the Agreement\nto any person or entity that controls, is under the control of, or is under\ncommon control with the assigning party, or any corporation into which such\nparty may be merged or consolidated or that purchases all or substantially all\nof the assets of such party used by such party in connection with the Capacity\nService; provided, further, that any such assignment or transfer shall be\nsubject to the other party's rights under this Agreement and any assignee or\ntransferee shall continue to perform the assigning or transferring party's\nobligations under this Agreement.  This Agreement is intended to pass by\noperation of law to any party to whom AT&T may assign all or substantially all\nof the AT&T Network, but only to the extent that it is in fact assigned.\n\n     28.  Representations and Warranties. Each party represents and warrants\nthat:\n\n          28.1  It has the full right and authority to enter into, execute,\ndeliver and perform its obligations under this Agreement (including, with\nrespect to @Home, authority to grant a perfected, first priority security\ninterest in this Agreement);\n\n          28.2  It has taken all requisite corporate action to approve the\nexecution, delivery and performance of this Agreement;\n\n          28.3  This Agreement constitutes a legal, valid and binding obligation\nenforceable against such party in accordance with its terms; and\n\n          28.4  EXCEPT AS PROVIDED IN THIS SECTION, AT&T MAKES NO WARRANTIES,\nEXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND SPECIFICALLY DISCLAIMS ANY WARRANTY\nOF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AT&T DOES NOT WARRANT\nTHAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL\nMEET CUSTOMER'S REQUIREMENTS OR THAT THE SERVICES WILL PREVENT UNAUTHORIZED\nACCESS BY THIRD PARTIES.\n\n          28.5  Its execution of and performance under this Agreement shall not\nviolate any applicable existing regulations, rules, statutes, or court orders of\nany local, state or federal governmental agency, court or body.\n\n     29.  Entire Agreement; Amendment. This Agreement constitutes the entire and\nfinal agreement and understanding between the parties with respect to the\nsubject matter hereof and supersedes all prior agreements relating to the\nsubject matter hereof, which are of no further force or effect. The Exhibits\nreferred to herein are integral parts hereof and are hereby made a part of this\nAgreement. This Agreement may only be modified or supplemented by an instrument\nin writing executed by a duly authorized representative of each party.\n\n     30.  No Personal Liability.  Each action or claim against any party arising\nunder or relating to this Agreement shall be made only against such party as a\ncorporation, and any liability relating thereto shall be enforceable only\nagainst the corporate assets of such party.  No party shall seek to pierce the\ncorporate veil or otherwise seek to impose any liability relating to, \n\n \n                                    Page 23\n\nor arising from, this Agreement against any shareholder, employee, officer or\ndirector of the other party. Each of such persons is an intended beneficiary of\nthe mutual promises set forth in this Section and shall be entitled to enforce\nthe obligations of this Section.\n\n     31.  Relationship of the Parties.  The relationship between AT&T and @Home\nshall be that of independent contractors and not of principal and agent,\nfranchiser and franchisee, dealer and distributor, partners or joint venturers\nfor one another, and nothing contained in this Agreement shall be deemed to\nconstitute a partnership or agency agreement between them for any purposes,\nincluding, but not limited to federal income tax purposes.  AT&T and @Home, in\nperforming any of their obligations hereunder, shall be independent contractors\nor independent parties and shall discharge their contractual obligations at\ntheir own risk.  Each party acknowledges that nothing in this Agreement\ndiminishes or restricts in any way the rights of the parties to engage in\ncompetition with each other.  Each party acknowledges that it remains at all\ntimes solely responsible for the success and profits of its own business.\n\n     32.  Export Regulations. The parties acknowledge that any products,\nsoftware, and technical information (including, but not limited to, services and\ntraining) provided under this Agreement are subject to U.S. export laws and\nregulations and any use of or transfer of such products, software and technical\ninformation must be authorized under those regulations. @Home agrees that it\nwill not use distribute, transfer or transmit the products, software or\ntechnical information (even if incorporated into other products) except in\ncompliance with U.S. export regulations. If requested by AT&T, @Home also agrees\nto sign written assurances and other export-related documents as may be required\nfor AT&T to comply with U.S. export regulations.\n\n     33.  Severability.  If any term, covenant or condition herein shall, to any\nextent, be invalid or unenforceable in any respect under the laws governing this\nAgreement, the remainder of this Agreement shall not be affected thereby, and\neach term, covenant or condition of this Agreement shall be valid and\nenforceable to the fullest extent permitted by law.\n\n     34.  Counterparts.  This Agreement may be executed in one or more\ncounterparts, all of which taken together shall constitute one and the same\ninstrument.\n\n \n                                    Page 24\n\n   IN WITNESS WHEREOF, in confirmation of their consent to the terms and\nconditions contained in this Agreement and intending to be legally bound\nthereby, the parties have executed this Capacity Lease Agreement on the dates\nshown below but effective for all purposes as of the Effective Date.\n\n\nAT&T CORP.                                    AT HOME CORPORATION\n \n \nBy:    \/s\/ Kathryn Morrissey                  By:    \/s\/ Patti S. Hart\n       -------------------------------               --------------------------\n\nTitle: VP Sales, Service Provider Mkts        Title: Chairman & CEO\n       -------------------------------               --------------------------\n \nDate:  6\/19\/01                                Date:  6\/19\/01\n       -------------------------------               --------------------------\n \n\n \n                                    Page 25\n\n                                    EXHIBITS\n\nExhibit A  Initial Capacity]\n\nExhibit B  Technical Specifications\n\nExhibit C  [Reserved]\n\nExhibit D  [Reserved]\n\nExhibit E  AT&T POPs\n\nExhibit F  Collocation Agreement\n\nExhibit G  Third Party POPs\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6782,6783],"corporate_contracts_industries":[9510,9519],"corporate_contracts_types":[9613,9620],"class_list":["post-42347","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-at-home-corp","corporate_contracts_companies-at-t-corp","corporate_contracts_industries-technology__programming","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42347","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42347"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42347"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42347"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42347"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}