{"id":42538,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-communications-services-agreement-teleport.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-communications-services-agreement-teleport","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/master-communications-services-agreement-teleport.html","title":{"rendered":"Master Communications Services Agreement &#8211; Teleport Communications Group Inc. and At Home Corp."},"content":{"rendered":"<pre>  \n                             MASTER COMMUNICATIONS\n                             ---------------------\n                               SERVICES AGREEMENT\n                               ------------------\n\nTHIS AGREEMENT made this 2nd day of April, 1997 between Teleport Communications\nGroup Inc., a Delaware corporation, with a place of business at 429 Ridge Road,\nDayton, NJ 08810 ('TCG') and  At Home Corporation, a Delaware corporation having\na place of business located at 385 Ravendale Drive, Mountain View, CA 94043\n('Customer').\n\n                             PRELIMINARY STATEMENT\n                             ---------------------\n\nTCG is an authorized provider of telecommunications services which may be\nprovided and used separately or in combination with the telecommunications\nservices provided by other entities.\n\nCustomer and TCG wish to set forth terms and conditions which will be applicable\nto such telecommunications services of TCG as may be ordered and furnished from\ntime to time as herein provided.\n\nNOW THEREFORE, in consideration of the promises and the mutual covenants herein\ncontained, the parties agree as follows:\n\n1. Communication Service.\n   --------------------- \n \n     (a) Addendum A, attached hereto and by this reference specifically\nincorporated herein, sets forth certain telecommunications services generally\noffered by TCG (the 'Services').  TCG agrees to provide the Services, as\nrequested by Customer, at the prices for such services set forth in Addendum A\n(the 'Standard Pricing Principles').  Addendum A may be modified by mutual\nagreement of the parties to list additional services to be made available by TCG\nto Customer pursuant to this Agreement.  The Services will be provided in\nvarious metropolitan areas by an entity that is either an affiliate or\nsubsidiary of TCG and\/or which TCG manages or is otherwise contractually\naffiliated with, and by the employees, consultants, agents and contractors of\nsuch affiliates or subsidiaries.\n \n     (b) Some Services offered under this Agreement may be offered by TCG\npursuant to effective tariffs filed with the state Public Service or Public\nUtility Commissions (each a 'PSC') and the Federal Communications Commission\n('FCC') ('Tariffed Services').  Orders for Tariffed Services shall be made in\naccordance with the applicable provisions of the tariffs.  In the event that\nprovisions set forth in this Agreement, including any Addendums hereto,  differ\nfrom those set forth in the applicable federal and\/or state tariffs, the terms\nof this Agreement shall be deemed to waive or modify the terms of the applicable\ntariff, to the extent permitted by law; provided, however, TCG shall not, unless\nrequired by law, apply for any tariff or take any intentional action that shall\ncause the applicable tariff to affect the Terms of this Agreement, and \n\n                                      -1-\n\n \nTCG shall cooperate with Customer in objecting to any petition or other action\nintended to cause the terms herein to be modified by any applicable State or\nFederal tariffs.\n \n2. Service Supplements and Collocation Agreements.\n   ---------------------------------------------- \n\n     (a) The Services provided to Customer shall be set forth in Service\nSupplement(s), in the form of Addendum B, Collocation Agreement(s), in the form\nof Addendum C, such Addenda attached hereto and by this reference specifically\nincorporated herein, executed by Customer and accepted by TCG from time to time\nduring the Term.  Each Service Supplement shall include a description of the\nServices, the location(s) which they are going to serve or at which they are to\nbe provided, the charges, the estimated service commencement date, the period\nfor which they are to be provided and such other terms and conditions as maybe\nset forth therein.  Each Collocation Agreement shall set forth the site of the\nrequested collocation, the rack, space and power requirements, the requested\nservice commencement date, the period for which the collocation is to be\nprovided, and such other terms and conditions as maybe set forth therein\n \n     (b) When executed by Customer and TCG, each Service Supplement and\nCollocation Agreement shall be deemed a separate contract with all the rights\nand obligations as provided for herein.  All provisions of this Agreement\napplicable to the Services described in each Service Supplement and Collocation\nAgreement shall be incorporated into and made part of each such Services\nSupplement and Collocation Agreement, except as may be otherwise expressly\nprovided in such Service Supplement and Collocation Agreement.\n \n     (c) In the event of a conflict or inconsistency between the provisions set\nforth in this Agreement, and those set forth in a Service Supplement or\nCollocation Agreement, the provisions of the Service Supplement or Collocation\nAgreement shall be given precedence.\n \n3. Service Date.\n   ------------ \n\n     At such time as TCG completes installation or connection of the necessary\nfiber optic facilities and\/or equipment to provide the Services, TCG shall\nconduct appropriate tests thereon.  Upon successful completion of such tests TCG\nshall notify Customer that such Services are available for use, and the date of\nsuch notice shall be called the 'Service Date'.  TCG shall use reasonable\nefforts, subject to the other provisions hereof, to make the Services available\nby the estimated service date specified in the Service Supplement or Collocation\nAgreement.  TCG shall not be liable for any damages whatsoever resulting from\ndelays in meeting any Service Dates due to delays resulting from normal\nconstruction procedures and otherwise not within the control of TCG; provided,\n                                                                     ---------\nhowever the terms of any Service Supplement or Collocation Agreement shall\n-------                                                                   \nprovide that Customer may elect to terminate such agreement without penalty at\nany time after thirty (30) days following the Service Date but prior to the date\nsuch Services are made available.  Such delays shall include, but not be limited\nto, delays in obtaining necessary regulatory approvals for construction, delays\nin obtaining right-of-way approvals and delays in actual construction work.   In\nthe event that there is a Customer delay, and such delay continues for thirty\n(30) days after the estimated service date for any Services, TCG may commence\nbilling Customer for the Services effective on such a date.\n \n\n                                      -2-\n\n \n4. Payment.\n   ------- \n \n     (a) TCG will provide Customer with an itemized monthly bill (each an\n'Invoice') which separately lists all charges for Service provided during the\nperiods covered by such Invoice.  Customer shall pay all charges listed on any\nInvoice within thirty (30) days of the date of the Invoice; billing shall\ncommence upon installation.  Any amount not received within thirty (30) days of\nthe date of the Invoice will be subject to TCG's standard late charge of 1 1\/2%\nper month.  Customer agrees to review each Invoice promptly and to notify TCG of\nany discrepancies within 45 days of receipt of each Invoice.  If Customer\ndelivers to TCG a notice of objection to all or any portion of an Invoice within\nthirty (30) days following the receipt of such Invoice, the amount in question\nwill not be subject to TCG's standard late charge until forty-five (45) days\nfollowing the parties resolution of such objection.  Following any such\nobjection, the parties shall work in good faith to promptly resolve such\nobjection and shall determine the applicability of any late fee to the disputed\namount.  Customer shall timely pay any portion of each Invoice that is not\ndisputed.\n \n     (b) Customer shall pay all sales, use, gross receipts, excise, access,\nbypass or other local, state and Federal taxes or charges, however designated,\nimposed on or based upon the provision, sale or use of the Services (excluding\ntaxes on any income of TCG, TCG subsidiaries or TCG Affiliates).  Such taxes\nshall be separately stated on the applicable Invoice.\n \n5. Term.\n   ---- \n \n     This Agreement shall commence as of the date hereof and continue for an\ninitial period of five (5) years and shall thereafter continue in effect for\nadditional one (1) year period(s) unless terminated by either applicable party\nby written notice given to the other party no less than one hundred twenty (120)\ndays prior to the expiration of such initial period or any addition period\n('Term'). In no event shall the minimum term of any Service Supplement be less\nthan three (3) months.\n \n6. Use.\n   --- \n \n     (a) Subject to the provisions hereof, Customer may use the Services for any\nlawful purpose for which they are intended, provided that Customer and TCG will\nnot use the Services (i) so as to unreasonably interfere with or impair service\nover any of the facilities and associated equipment of the other, or so as to\nimpair the privacy of any communications over such facilities and associated\nequipment, (ii) so as to interfere with or impair service over any of the\nfacilities and associated equipment comprising the fiber optic cable network and\nassociated equipment utilized by TCG in the provision of the Services, or (iii)\nso as to impair the privacy of any communications over such network and\nequipment. In the case of local and regional services resold by TCG, Customer's\nuse of such Services shall also be subject to any applicable restrictions in the\nunderlying providers' publicly available tariffs.  TCG will not provide, offer\nor \n\n                                      -3-\n\n \npromote Services that would violate TCG's Amended and Restated Articles of\nIncorporation.\n \n     (b) Customer may only use the Services for its own internal purposes or for\nthe purpose of providing Customer's own service to its customers, which shall\ninclude without limitation, providing @Home and @Work enhanced Internet access\nand services via cable and telecommunications systems, together with any and all\ncontent, products or services of Customer and third parties as Customer may from\ntime to time provide in connection with providing such enhanced Internet access\nand services.    Customer shall not resell any Service provided hereto.\n \n7.  Maintenance.\n    ----------- \n \n     TCG's maintenance services of its facilities and equipment are included in\nthe monthly recurring charges. At Customer's request, and to the extent\npossible, TCG shall perform diagnostic or troubleshooting maintenance services\nby telephone at no additional charge. TCG shall have no responsibility for\nnonstandard maintenance and repair, i.e., repair and maintenance of any kind\nwith respect to equipment and facilities not provided by TCG. TCG will assess\nCustomer its standard charges for any maintenance visits with respect to Service\nproblems which are determined to arise from equipment or facilities not provided\nby TCG.\n \n8. Rights-of-Way.\n   ------------- \n \n     (a) TCG shall directly or through third parties use its best efforts to\nobtain where economically feasible, and, subject to clause (b) below, maintain\nall rights-of-way necessary for installation of fiber optic facilities used to\nprovide the Services.  Except as otherwise provided herein, any and all costs\nassociated with acquiring the rights-of-way up to the termination point,\nincluding but not limited to, the costs of installing conduit or of altering the\nstructure to permit installation of TCG provided facilities, shall be borne\nentirely by TCG.  If TCG does not have adequate rights of way to install and\nmaintain the TCG equipment and facilities necessary to provide Services at any\ncommercial site owned or controlled by a customer of Customer and TCG cannot\nacquire such right, then Customer shall obtain and be responsible for any and\nall costs associated with obtaining and maintaining the rights-of-way from the\npoint of entry to the termination point of such sites, provided that TCG shall\nbe responsible for the costs of installing conduit or of altering the structure\nto permit installation of TCG provided facilities.\n \n     (b) Customer may use TCG's rights-of-way , provided that Customer's use of\nsuch rights-of-way shall in all respects be subject to the terms, conditions and\nrestrictions of such rights-of-way and of agreements between TCG and such third\nparties relating thereto, including without limitation, the duration applicable\nto and the condemnation of such rights-of-way, and shall not be in violation of\nany applicable governmental ordinance, law, rule, regulation or restriction.\nWhere applicable, Customer agrees that it shall assist TCG in the procurement\nand maintenance of such right-of-way, provided that Customer shall not be\nrequired to incur an additional cost or liability in doing so.\n \n9. Access to Site.\n   -------------- \n \n\n                                      -4-\n\n \n     At sites where both (i) TCG does not have and cannot acquire access and\n(ii) Customer is responsible for obtaining the rights-of-way pursuant to\nSections 8 above.  Customer shall also arrange access to such rights of way so\nthat TCG's authorized personnel, employees, or agents may install, repair,\nmaintain inspect, replace or remove any and all facilities and associated\nequipment provided by TCG.  Access to such sites shall be made available at a\ntime mutually agreeable to Customer and TCG.  Customer acknowledges that, when\nrepair work is required to restore Services after interruption, such repairs may\nrequire access on a twenty-four hour, seven day a week basis. Subject to any\nnecessary third party consents, TCG shall also have the right to obtain access\nto the cable installed in Customer provided conduit at any splice or junction\nbox.\n \n10. Provision of Safe Place to Work.\n    ------------------------------- \n \n     Customer shall provide a safe place to work which complies with all laws\nand regulations regarding the working conditions along the rights-of-way and in\nthe equipment space that (i) Customer is responsible for obtaining pursuant to\nSection 11, below (and to the extent that Customer controls third party space,\npursuant to Section 8, above), and (ii) TCG authorized personnel, employees, or\nagents may be installing, inspecting, maintaining, replacing, repairing or\nremoving the fiber optic cable of the other facilities and equipment.\n \n11. Provision of Equipment Space, Conduit, and Electrical Power.\n    ----------------------------------------------------------- \n \n     Customer shall provide the necessary equipment space, conduit,  electrical\npower and suitable environmental conditions required to provide the Services, as\nspecified by TCG, at each Customer termination point owned or controlled by\nCustomer without charge or cost to TCG. Customer agrees to take good care of\npremise equipment and building wiring provided by TCG as part of the Services\n(the 'TCG Equipment'). Customer agrees to return such TCG Equipment to TCG at\nthe expiration of the applicable term in its original condition, ordinary wear\nand tear excepted. Customer shall bear the risk of any loss or damage to any TCG\nEquipment located in Customer's premise, except where such loss or damage is\ncaused by TCG.  Customer shall be responsible for insuring that the TCG\nEquipment and any other equipment, wiring, space and associated facilities,\nconduit and rights-of-way located at each Customer termination point is\nprotected against fire, theft, vandalism or other casualty, and that the use\nthereof complies with the applicable laws, rules and regulations and with all\napplicable lease or other contractual agreements. TCG shall install such TCG\nEquipment as reasonably directed by Customer to comply with lease or other\ncontractual obligations to which Customer is a party, and Customer shall bear\nthe cost of installation for any such requested TCG Equipment.\n \n12. Credit Allowances.\n    ----------------- \n \n       A credit allowance will be given on a per line basis for any period\nduring which any line subscribed to by Customer hereunder and\/or, if applicable,\n                                                                  ------------- \nTCG provided station equipment attached thereto is Out of Service, except as\nspecified below.  Out of Service conditions are defined as complete loss of call\norigination and\/or receipt capability.  Additionally, for Teleport \n\n                                      -5-\n\n \nCentrex-type services, the loss of feature capability exceeding 50% of\ncontracted-for lines will constitute an Out of Service condition. Credit\nallowances, if any, shall be deducted from the charges payable by Customer\nhereunder and shall be expressly indicated on the next bill to Customer. An\ninterruption period begins when Customer reports a malfunction in service to TCG\nor TCG otherwise actually becomes aware of such malfunction. A malfunction\nperiod ends when the affected line and\/or associated station equipment is fully\noperative.\n \n     (a) Credit Allowances do not apply to interruptions (I) caused by Customer;\n(ii) due to failure of power or equipment provided by Customer or others; (iii)\nduring any period in which TCG is not given access to the service premises if\nsuch access is necessary to diagnose or repair the interruption; and (iv) due to\nscheduled maintenance and repair, provided that TCG shall make best efforts to\ngive Customer advance written notice of such maintenance and repair.\n \n     (b) The following table sets forth the credit allowances for interruptions\nof 24 Hours or Less for Switched Services:\n \n     Length of Service Interruption     Credit\n     ------------------------------     ------\n     Less than 4 hours                       None\n \n     4 hours up to but not\n      including 8 hours                      1\/3 of a day\n \n     8 hours up to but not\n      including 12 hours                     1\/2 of a day\n \n     12 hours up to but not\n      including 16 hours                     2\/3 of a day\n \n     16 hours up to but not\n      including 24 hours                     One day\n \n     Two or more service interruptions of the same type to the same\nline\/equipment which in the aggregate constitute 2 hours or more during any one\ntwenty-four hour period shall be considered as one interruption.  In no event\nshall such interruption credits for any one line\/equipment exceed one day's\nfixed recurring charges for such line\/equipment in any 24-hour period.\n \n     (c) Service interruptions of Switched Services over 24 hours will be\ncredited 4 hours for each 4 hour period or fraction thereof.  No more than one\nfull day's credit will be allowed in any 24 hour period.\n \n     (d)  The following table sets forth the credit allowances for interruptions\nof 24 Hours or Less for Private Line Services (except Video):\n \n     Interruption Length            Credit\n     -------------------            ------\n\n                                      -6-\n\n \n     Less than 30 min              None\n \n     30 min - 2 hr 59 min          1\/10\n \n     3 hr - 5 hr 59 min            1\/5\n \n     6 hr - 8 hr 59 min            2\/5 day\n \n     9 hr - 11 hr 59 min           3\/5 day\n \n     12 hr - 14 hr 59 min          4\/5 day\n \n     15 hr - 23 hr 59 min          one day\n \n     (e)  Interruption of 24 Hours or Less for Video Services:\n \n     Video Services                Credit\n     --------------                ------\n     Less than 5 minutes           None\n \n     5 minutes                     1\/12 of hourly charge\n \n     Each additional minute        1\/60 of hourly charge\n \n     (f) Interruptions over 24 hours for private line and video services will be\ncredited 1\/5 day for each 3 hour period or fraction thereof.  No more than one\nfull day's credit will be allowed in any 24 hour period.\n \n13. Title.\n    ----- \n \n     Except as to their use for the Services, Customer shall not have, nor shall\nit assert, any right, title or interest in all the fiber optic or other\nfacilities and associated equipment provided by TCG hereunder.\n \n14. Exclusivity.\n    ----------- \n \n     The arrangement described herein between TCG and Customer is non-exclusive.\nNotwithstanding the foregoing,  Customer agrees that it will utilize the\nServices of TCG for its telecommunication needs into and out of TCG sites\nsubject to a Collocation Agreement, except to the extent that MSO facilities or\nservices are available or otherwise exist at such site.   Nothing in this\nAgreement shall prevent TCG from entering into identical or similar arrangements\nwith any other entity or otherwise providing Services to any other entity.  For\npurposes of this Section 14, 'MSO' shall mean a multiple cable system operator\nwhom Customer has contracted with to provide @Home Network services.\n\n                                      -7-\n\n \n15. Other Carriers.\n    -------------- \n \n     TCG shall have no responsibility with respect to billings, charges or\ndisputes related to services used by Customer which are not included in the\nServices herein, including, without limitation, any local, regional and long\ndistance services not offered by TCG.  Customer shall be fully responsible for\nthe payment of any bills for such services and for the resolution of any\ndisputes or discrepancies with the service provider.\n \n16. Moves, Adds and Changes.\n    ----------------------- \n\n     Upon receipt of written notice from Customer, TCG will add, delete or\nchange locations or features of specific telephone lines and station equipment.\nTCG shall charge Customer at its current rates for such service.  In the event\nand to the extent that in excess of 10% of the lines and equipment that were\ninstalled are deleted, Customer will be subject to TCG's standard termination\ncharges.\n \n17. Customer Equipment Compatibility.\n    -------------------------------- \n \n     Subject to any applicable rules and regulations of the FCC and PSC,\nCustomer hereby agrees that it will submit to TCG a complete manufacturer's\nspecification sheet for each item of equipment that is not provided by TCG and\nwhich shall be attached to TCG's facilities.  TCG shall approve the use of such\nitem(s) of equipment unless such item is technically incompatible with TCG's\nfacilities.\n \n18. Governmental Authorizations.\n    --------------------------- \n \n     (a) The provision of the Services is contingent upon the obtaining and\nretaining such approvals, consents, governmental authorizations, licenses and\npermits, including those of the FCC and PSC, as may be required or be deemed\nnecessary by TCG in order to effectuate this Agreement.  TCG shall use best\nefforts to obtain and keep in effect all such approvals, consents,\nauthorizations, licenses and permits that may be required to be obtained by it.\nTCG shall be entitled to take, and shall have no liability whatsoever for, any\naction necessary to bring the Services into conformance with any FCC and PSC\nrules, regulations, orders, decisions, or directives.  However, TCG shall make\nbest efforts to notify Customer prior to any required modification to or\ndisconnection of Customer's equipment, and Customer shall fully cooperate in and\ntake such action as may be requested by TCG to comply with any FCC or PSC rules,\nregulations, orders, decisions or directives.\n \n     (b) Customer shall be responsible for obtaining and continuing in effect\nall approvals, consents, authorizations, licenses, and permits as may be\nrequired to permit Customer to comply with its obligations hereunder.\n \n19. Interface and Resale of Local and Intra LATA Long Distance Services.\n    ------------------------------------------------------------------- \n\n                                      -8-\n\n \n     (a) TCG will use reasonable efforts to obtain and monitor services which\nare requested by Customer and which are obtainable only from a dominate local\nexchange carrier ('LEC').\n \n     (b) TCG will use commercially reasonable efforts to obtain a sufficient\nquantity of telephone numbers to meet Customer's requirements.  Should Customer\nrequest that TCG reserve additional numbers for future requirements regarding\nCentrex services, Customer shall pay associated reservation charges imposed by\nTCG until such time as those numbers are in actual use.  If Customer uses DID\ntrunking, Customer shall pay the associated reservation charges imposed by TCG\nthroughout the Term of this Agreement.\n \n     (c) The pricing structure for this Agreement shall be as set forth in\nAddendum A hereto.  In the event and to the extent that certain pricing matters\nare not addressed by Addendum A, the following special provisions shall apply to\nTCG's resale to Customer and Customer's use of local and intra LATA long\ndistance communications services obtained from the LEC (the 'Resale Services'):\n(i) Customer's use of the Resale Services shall be subject to all applicable\nterms and provisions contained in the applicable LEC tariffs as the same may be\namended from time to time (the 'Tariffs') to the same extent as if the Tariffs\nwere those of TCG.  (ii) In the event of a rate increases in the Tariffs for\nResale Services, TCG shall have the option to increase its rates to Customer to\nrecover fully such rate increase from Customer, notwithstanding anything to the\ncontrary in any other agreement between Customer and TCG.  (iii) In the event of\na rate decrease in the Tariffs for Resale Services, TCG shall decrease its rates\nto Customer to permit Customer to fully enjoy such rate decrease,\nnotwithstanding anything to the contrary in any other agreement between Customer\nand TCG.  (iv) TCG explicitly makes no representations, warranties or guarantees\nregarding the quality, availability or restoration of the Resale Services.\nCustomer's sole remedy in the event that such Resale Services are of poor\nquality, are unavailable, or are not installed or repaired on a timely basis are\nsuch credits as TCG actually recovers from the LEC in respect of the Resale\nServices.  Any special termination rights contained in this Master Services\nrelating to quality or availability or maintenance shall not apply to the Resale\nServices; provided however, such termination rights in any Service Supplement\nand Collocation Agreements shall so apply.\n \n20. Defaults.\n    -------- \n \n     If Customer (a) fails to pay any amount required under this Agreement and\nsuch failure continues for ten (10) days after written notice thereof to\nCustomer, or (b) fails to comply with any other provision of this Agreement and\nsuch noncompliance continues for thirty (30) days after written notice thereof\nto Customer, or (c) then, as to the applicable Services, TCG, at its sole\ndiscretion, may elect to pursue one or more of the following courses of action:\n(i) terminate this Agreement whereupon all future payments hereunder shall\nbecome immediately due and payable (discounted to present value at 6%), (ii)\ntake appropriate action to enforce payment, including suspension of all or any\npart of the applicable Services, and\/or (iii)  pursue any other remedies as may\nbe provided at law or in equity.\n\n                                      -9-\n\n \n21. Events of Termination.\n    --------------------- \n \n     (a) Condemnation.  If at any time during the Term all or any significant\n         ------------                                                        \nportion of the fiber optic or other facilities or associated equipment used to\nprovide the Services to Customer shall be taken for any public or quasi-public\npurpose by any lawful power or authority by the exercise of the right of\ncondemnation or eminent domain, TCG shall be entitled to elect to terminate this\nAgreement or the applicable portions hereof upon written notice to Customer.\n \n     (b) Casualty.  If at any time during the Term all or any significant\n         --------                                                        \nportion of the fiber optic or other facilities or associated equipment used to\nprovide the Services to Customer shall, in TCG's judgment, be made inoperable\nand beyond economically or technologically feasible repair, TCG shall promptly\ninform Customer thereof in writing and TCG shall be entitled to elect to\nterminate this Agreement or the applicable portions hereof.  In the event that\nthe casualty is capable of repair, TCG shall effect such repair as soon as\nreasonably possible.  Such repairs shall be at  TCG's sole expense, except that\nif such casualty is caused by the willful misconduct or negligence of Customer\nor by Customer's noncompliance with its obligations under this Agreement, then\nsuch repairs shall be at Customer's expense.\n \n22. Limitation of Liability.\n    ----------------------- \n \n     (a) Liability for Service Interruptions.  To the extent that all or part or\n         -----------------------------------                                    \nportion of the Services is unavailable, interrupted, degraded or otherwise\nunsatisfactory for any reason, TCG's sole and exclusive responsibility shall be\nthat which is set forth Section 12.\n \n     (b) Liability for Damages to Property.  TCG and Customer shall each not be\n         ---------------------------------                                     \nliable for any damages whatsoever to property resulting from the installation,\nmaintenance, repair or removal of equipment and associated wiring unless the\ndamage is caused by such party's willful misconduct or negligence.\n \n     (c) Liability for Services and Equipment Not Provided by the Parties.  TCG\n         -----------------------------------------------------------------     \nand Customer shall not be liable to the other for any damages whatsoever\nassociated with service, facilities, or equipment not furnished by them,\nrespectively, or for any act or omission of the other party or any other entity\nfurnishing service, facilities or equipment used for or in conjunction the\nServices.\n \n     (d) Liability for Force Majeure Events.  TCG and Customer shall not be\n         ----------------------------------                                \nliable to the other for any failure of performance due to causes beyond its\ncontrol, including but not limited to: acts of God, fire, flood or other\ncatastrophes; any law, order regulation, direction, action or request of the\nUnited States Government, or of any other government, including state and local\ngovernments having or claiming jurisdiction over either or both of them or of\nany department, agency, commission, bureau, corporation, or other\ninstrumentality of any federal, state, or local government, or of any civil or\nmilitary authority; national emergencies; unavailability of materials or rights-\nof-way; insurrections; riots; wars; or strikes, lock-outs, work stoppages, or\nother labor difficulties.\n\n                                      -10-\n\n \n     (e) Liability for Negligence or Fault of other Party.  TCG and Customer\n         ------------------------------------------------                   \neach shall not be liable for any interruptions or damages or losses due to the\nfault or negligence of the other party or equipment or services provided by the\nother party.\n \n     (f) Liability for Other Carriers.  TCG shall have no responsibility with\n         ----------------------------                                        \nrespect to billings, charges or disputes related to services used by Customer\nwhich are not included in the Services provided by TCG hereunder, including,\nwithout limitation, any local, regional or long distance services not offered by\nTCG.  Customer shall be fully responsible for the resolution of any dispute or\ndiscrepancies with such service providers.  Customer shall have no\nresponsibility with respect to billings, charges or disputes related to services\nused by TCG, except as expressly agreed otherwise in writing.  Unless so agreed,\nTCG shall be fully responsible for the resolution of any dispute or\ndiscrepancies with such service providers .\n \n     (g) NO SPECIAL DAMAGES.  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR\n         ------------------                                               \nSPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES AS A RESULT OF ITS\nPERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT.\n \n23. Nondisclosure of Confidential and Proprietary Information.\n    --------------------------------------------------------- \n \n     Each party acknowledges that, in the course of the performance of this\nAgreement, it may have access to confidential or proprietary information claimed\nto be unique, secret, and confidential, and which constitutes the exclusive\nproperty and trade secrets of the other party ('Proprietary Information').  This\ninformation may be presented in documents or during oral discussions, at which\ntime representatives of the disclosing party shall specify that the information\nis confidential or proprietary.  Each party agrees to maintain the\nconfidentiality of the Proprietary Information and to use the same degree of\ncare as it uses with regard to its own confidential and proprietary information\nto prevent the disclosure, publication or unauthorized use of the Proprietary\nInformation.  Neither party may duplicate or copy Proprietary Information of the\nother party other than to the extent necessary for legitimate business uses in\nconnection with this Agreement.  Upon request of either party, the other party\nshall be excused from these nondisclosure provisions if the Proprietary\nInformation has been, or is subsequently, made public by the other party or is\nindependently developed by such party or if the other party gives its express,\nprior written consent to the disclosure of the Proprietary Information.\n \n24. Indemnification.\n    --------------- \n \n     (a) Customer shall indemnify, defend and hold TCG and its directors,\nofficers, employees, affiliates and agents harmless from and against and in\nrespect of any and all claims, suits, proceedings, demands, losses, costs,\nexpenses, obligations, liabilities, damages, recoveries and deficiencies,\nincluding, without limitation, interest, penalties, court costs and attorneys'\nfees, that any such person shall incur or suffer, which arise, result from or\nrelate to any claim, litigation, investigation or proceeding (whether or not\nsuch person is a party thereto) relating to any breach of this Agreement by\nCustomer; provided, however, that in no event shall Customer \n          --------  -------                                               \n\n                                      -11-\n\n \nbe liable for special, consequential, exemplary or punitive damages under this\nSection 24(a).\n \n     (b) TCG shall indemnify, defend and hold Customer and its directors,\nofficers, employees, affiliates and agents harmless from and against and in\nrespect of any and all claims, suits, proceedings, demands, losses, costs,\nexpenses, obligations, liabilities, damages, recoveries and deficiencies,\nincluding, without limitation, interest, penalties, court costs and attorneys'\nfees, that any such person shall incur or suffer, which arise, result from or\nrelate to any claim, litigation, investigation or proceeding (whether or not\nsuch person is a party thereto) relating to any breach by TCG of this Agreement;\nprovided, however, that in no event shall TCG be liable for special,\n--------  -------                                                   \nconsequential, exemplary or punitive damages under this Section 24(b); and,\nprovided, further, that in no event shall TCG be liable for any service\n--------  -------                                                      \ninterruptions except as set forth in Section 22 (a).\n \n     (c) Each person entitled to indemnification under this Section 24 (the\n'Indemnified Person') shall give notice to the person required to provide\nindemnification (the 'Indemnifying Person') promptly after such Indemnified\nPerson has actual knowledge of any claim as to which indemnify may be sought,\nand shall permit the Indemnifying Person has actual knowledge of any claim as to\nwhich indemnity may be sought, and shall permit the Indemnifying Person, who\nshall conduct the defense of such claim or litigation, shall be approved by the\nIndemnified Person (whose approval shall not unreasonably be withheld).  The\nIndemnified Person may participate in such defense at such person's expense;\nprovided, however, that the Indemnifying Person shall bear the expense of such\n--------  -------                                                             \ndefense of the Indemnified Person if, in the reasonable opinion of the\nIndemnified Person, representation of both parties by the same counsel would be\ninappropriate due to actual or potential conflicts of interest.  The failure of\nany Indemnified Person to give notice as provided herein shall not relieve the\nIndemnifying Person of its obligations under this Agreement, unless such failure\nis prejudicial to the ability of the Indemnifying Person to defend the action.\nNo Indemnifying Person, in the defense of any such claim or litigation, shall,\nexcept with the consent of each Indemnified Person, consent to entry of any\njudgement or enter into any settlement which does not include as an\nunconditional term thereof the giving by the claimant or plaintiff to such\nIndemnified Person of a release from all liability in respect of such claim or\nlitigation.\n \n25. Waiver of Terms or Consent to Breach Must be in Writing.\n    ------------------------------------------------------- \n \n     No term or provision of this Agreement shall be waived and no breach\nexcused, unless such waiver or consent shall be in writing and signed by duly\nauthorized officer of the waiving party.  Any consent by either party to, or\nwaiver of, a breach by the other party shall not constitute a waiver or consent\nto any subsequent or different breach.  If either party shall fail to enforce a\nbreach of this Agreement by the other party, such failure to enforce shall not\nbe considered a consent to, or a waiver of, said breach or any subsequential\nbreach for any purpose whatsoever.\n \n26. Assignment.\n    ---------- \n \n     Either party may assign this Agreement to (i) an entity owned and\ncontrolled by or \n\n                                      -12-\n\n \nowning and controlling the original party to this Agreement, (ii) an entity that\nis owned and controlled by the party or parties that own or control the original\nparty to this Agreement, or (iii) any entity in connection with the sale of\nsubstantially all of the assets of such party. Other than as set forth in the\npreceding sentence, TCG shall not, without prior written consent of Customer,\nwhich consent shall not be unreasonably withheld, assign, transfer, or in any\nother manner dispose of, any of its rights, privileges, or obligations under\nthis Agreement, and any attempt to make such an assignment, transfer,\ndisposition without such consent shall be null and void. Other than as set forth\nin the first sentence of this Section 26, Customer shall not, without prior\nwritten consent of TCG, which consent shall not be unreasonably withheld,\nassign, transfer, or in any other manner dispose of, any of its rights,\nprivileges, or obligations under this Agreement, and any attempt to make such an\nassignment, transfer, disposition without such consent shall be null and void.\n \n27. Binding Effect.\n    -------------- \n \n     All representations, covenants and agreements contained in this Agreement\nby and on behalf of either party shall bind and inure to the benefit of the\nrespective successors and permitted assigns of the parties hereto, whether so\nexpressed or not.  Except as otherwise expressly provided herein, nothing in\nthis Agreement is intended to confer upon any other person or entity any rights\nor remedies hereunder.\n \n28. Relationship Not Partnership or an Agency.\n    ----------------------------------------- \n \n     The relationship between TCG and Customer shall not be that of partners or\nagents for one or the other obtained through this Agreement, and shall not be\ndeemed to constitute a partnership or agency agreement between them.\n \n29. Notices.\n    ------- \n \n     All notices, requests, demands, statements, reports and other\ncommunications under this Agreement shall be in writing and deemed to be duly\ndelivered, if delivered in person or by certified or registered mail:\n \n     a. If to TCG, to:\n     Teleport Communications Group Inc.\n     429 Ridge Road\n     Dayton, NJ 08810\n     Attention:  Senior Vice President, Operations\n \n     b. with a copy to:\n     Teleport Communications Group Inc.\n     429 Ridge Road\n     Dayton, NJ 08810\n\n                                      -13-\n\n \n     Attention: Vice President and General Counsel\n \n     c. If to Customer, to:\n     @ Home Network__\n     385 Ravendale Drive\n     Mountain View, CA 94043\n     Attention: David Pine, Vice President and General Counsel\n \nEither party hereto may change its mailing address by giving notice to the other\npursuant to the provisions of this Section.\n \n30. Miscellaneous.\n    ------------- \n \n     (a)  WARRANTIES.  THERE ARE NO AGREEMENTS, WARRANTIES, OR REPRESENTATIONS,\n          ----------                                                           \nEXPRESS OR IMPLIED EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR\nOTHERWISE, INCLUDING WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR\nPURPOSE OR USE, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN\n \n     (b)  Interpretation.  This Agreement has been negotiated at arm's length\n          --------------                                                     \nand each party has had an opportunity to be represented by independent counsel.\nTherefore, each party hereby waives any benefit under any rule of law or legal\ndecision that would require interpretation of any ambiguities in this Agreement\nagainst the party drafting it. The provisions of this Agreement shall be\ninterpreted in a reasonable manner to effect the purposes of the parties to this\nAgreement.\n \n     (c)  Entire Agreement.  This Agreement, including the Addendums hereto,\n          ----------------                                                  \nconstitutes the sole and entire agreement of the parties with respect to the\nsubject matter hereof.  All Addendums hereto are hereby incorporated herein by\nreference.\n \n     (d)  Governing Law.  This Agreement and the rights and obligations of the\n          -------------                                                       \nparties hereunder shall be governed by and construed and enforced in accordance\nwith the laws of the State of New York.\n\n     (e)  Counterparts.  This Agreement may be executed in one or more\n          ------------                                                \ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n \n     (f)  Severability.  If any provision of this Agreement shall be declared\n          ------------                                                       \nvoid or unenforceable by a judicial or administrative authority, the validity of\nany other provision and of the entire Agreement shall not be affected thereby.\n \n     (g)  Gender.  All pronouns and all variations thereof shall be deemed to\n          ------                                                             \nrefer to the masculine, feminine or neuter, singular or plural, as the identity\nof the person or persons, thing or entity may require.\n\n                                      -14-\n\n \n     (h)  Headings.  The headings contained in this Agreement are for reference\n          --------                                                             \npurposes only and shall not affect in any way the meaning or interpretation of\nthis Agreement.\n\n     SIGNED by the parties on the dates below indicated.\n \nAT HOME CORPORATION                      TELEPORT COMMUNICATIONS\n                                         GROUP INC.\n\n\nBY:  Donald P. Hutchison                  BY:  Terry Wingfield\n     ------------------------------            -----------------------------\n\nTITLE:Sr. VP and General Manager          TITLE:    Vice President\n      -----------------------------             ----------------------------\n\nDATE:          4\/2\/97                     DATE:          4\/2\/97\n     ------------------------------             ----------------------------\n\n \n\n                                      -15-\n\n \n                                              ** Confidential treatment has been\n                                              requested with respect to certain \n                                              information contained in this \n                                              document. Confidential portions \n                                              have been omitted from the public\n                                              filing and have been filed \n                                              separately with the Securities \n                                              and Exchange Commission.\n\n                                    ADDENDUM A\n\nI.   SERVICES\n\n1.   In markets served by TCG networks, TCG will provide (i) Collocation Space,\nincluding all environmentals (power, AC, heat, etc.) and (ii) all intralata and\ninterlata transport access facilities to or from the Collocation Space,\nincluding all 'type 1' services (completely on TCG's network) and 'type 2'\nservices (a combination of TCG network and resold LEC network).  TCG will be\nresponsible for the maintenance and repair as necessary of all transport access\nfacilities.\n\n2.   In market areas not served by TCG, TCG will serve as a facility manager to\nprocure Collocation Space and intralata and interlata transport facilities.\n\n3.   The attached diagrams illustrate the pricing elements referred to below\n(said diagrams are based upon Pacific Bell rates as of April 1997, but are\nintended to have general applicability) .\n\n4.   In addition, TCG will provide to Customer all other telecommunications\nservices offered by TCG at rates to e determined on an individual case basis,\nbut in no event greater than the LEC tariffed rate.\n\nII.  STANDARD PRICING\n\n1.   In markets served by TCG networks, TCG will provide all DS1 or higher\n     speed, intralata channel terminations at rates based on the LEC tariffed\n     rate discounted according to the following monthly volume discount table.\n     Monthly volume refers to all monthly recurring transport service billing by\n     TCG to Customer:\n\n \n \n                                             Discount from LEC\n                                             Month-to-Month\n          Monthly Volume ($000)              Tariff Rates\n                                           \n            [  **   ]                                [**]%\n            [  **    ]                             [  **]%\n            [  **     ]                            [  **]%\n            [  **      ]                           [  **]%\n            [  **   ]                              [  **]%\n\n\nDS0 services in these markets will be billed at LEC tariffed rates; however, all\nDS1 to DS0 multiplexing requirements will be billed on a per DS0 basis as they\nare required (i.e., DS1\/0 mux rate divided by 24).\n\n2.    In markets served by TCG networks, TCG will provide Collocation Space at a\nper year, per square foot rate of $[  **  ].\n\n3.    In market areas not served by TCG, TCG will (i) provide intralata\ntransport services (DS0 or higher speed) at the LEC tariffed rates and (ii)\nprovide facility management services for [ ** ] percent ([**]%) of the LEC\ntariffed rate for the service provided.  The rate for Collocation Space will be\ndeveloped on an individual case basis (ICB).  Price principle is that TCG will\npass through its \n\n                                      1.\n\n\n                                              ** Confidential treatment has been\n                                              requested with respect to certain \n                                              information contained in this \n                                              document. Confidential portions \n                                              have been omitted from the public\n                                              filing and have been filed \n                                              separately with the Securities \n                                              and Exchange Commission.\n\ncost for such space to Customer.\n\n4.    TCG will match the LEC tariffed rates for all interoffice channel services\nin all markets.\n\n5.    TCG will match LEC tariffed rates for non-recurring installation charges\nin all markets.\n\n6.    TCG will provide all interlata transport services at [ ** ] percent ([**])\nless than [**] tariffed rate.\n\nIII. FIRST YEAR PROMOTIONAL PRICING\n\nFor a period of one year from the initial turnup of Service in each TCG market,\nTCG agrees to offer the following monthly recurring price principles for\nintercity, intralata DS1 and DS0 services in markets served by TCG networks:\n\n\n\n                                   Price Principle vs. LEC\n     DS1 Rate Element              Month-to-Month Tariffed Rate\n                                 \n     Intercity DS1                 [    **       ]\n     DS1 Chan Term                 [    **     ]\n     DS1 Local Miles               [    **   ]\n\n\nDS1 local miles refers to mileage between TCG's node in which Customer is\ncollocated (collocated node) and the Customer termination point.  Intercity DS1\nrefers to the DS1 channel between a collocated node and a Customer RDC.\n\n\n\n                                   Price Principle vs. LEC\n     DS0 Rate Element              Month-to-Month Tariffed Rate\n                                 \n     Intercity DS0                 [    **       ]\n     DS0 Chan Term                 [    **            ]\n     DS1 Local Miles               [    **   ]\n\n\nStandard pricing would apply for all DS3 or higher speed services.\n\nThis offer is contingent upon TCG having type 1 service capacity available\nbetween the collocated node and the existing Customer node (see Diagrams 2, 3\nand 4).  The promotional pricing will be extended after the expiration of the\none year period if and only as long as the volume of services between the\nCustomer node and the designated collocated node is equal to or greater than \n[**].\n\n                                      2.\n\n \n                                              ** Confidential treatment has been\n                                              requested with respect to certain \n                                              information contained in this \n                                              document. Confidential portions \n                                              have been omitted from the public\n                                              filing and have been filed \n                                              separately with the Securities \n                                              and Exchange Commission.\n\n                                    PHASE I\n\n                       TCG REFERENCE DIAGRAM - BACKHAUL\n\n     Graphic follows:  a diagram of a typical backhaul with example of the\npricing calculation using specified rates and other assumptions.  Confidential\ntreatment is requested for this calculation.\n\n                                      3.\n\n \n                                              ** Confidential treatment has been\n                                              requested with respect to certain \n                                              information contained in this \n                                              document. Confidential portions \n                                              have been omitted from the public\n                                              filing and have been filed \n                                              separately with the Securities \n                                              and Exchange Commission.\n \n                                   PHASE II\n\n                      TCG REFERENCE DIAGRAM - CO-LOCATION\n\n     Graphic follows:  a diagram of a typical co-location with example of the\npricing calculation using specified rates and other assumptions.  Confidential\ntreatment is requested for this calculation.\n\n                                      4.\n\n \n                                              ** Confidential treatment has been\n                                              requested with respect to certain \n                                              information contained in this \n                                              document. Confidential portions \n                                              have been omitted from the public\n                                              filing and have been filed \n                                              separately with the Securities \n                                              and Exchange Commission.\n \n                                    PHASE II\n\n\n                  TCG REFERENCE DIAGRAM - CO-LOCATION BACKHAUL\n\n  Graphic follows:  a diagram of a typical co-location backhaul with example of\n     the pricing calculation using specified rates and other assumptions.\n           Confidential treatment is requested for this calculation.\n\n                                      5.\n\n \n                                              ** Confidential treatment has been\n                                              requested with respect to certain \n                                              information contained in this \n                                              document. Confidential portions \n                                              have been omitted from the public\n                                              filing and have been filed \n                                              separately with the Securities \n                                              and Exchange Commission.\n\n                  EXAMPLE 'TYPE I CUSTOMER + CO-LO NODE-TO NODE'\n\n     Graphic follows:  a diagram of a typical customer and co-lo node to node\nwith example of the pricing calculation using specified rates and other\nassumptions.  Confidential treatment is requested for this calculation.\n\n                                      6.\n\n \n                                   ADDENDUM B\n================================================================================\n                                     TCG\n                              SERVICE SUPPLEMENT\n               to the Master Service Agreement dated ___________\n--------------------------------------------------------------------------------\n                             CUSTOMER INFORMATION\n--------------------------------------------------------------------------------\nCompany Name:                                       Contact Name:\n--------------------------------------------------------------------------------\nAddress:                                            Phone Number:\nCity\/State\/Zip                                      PO #:\n--------------------------------------------------------------------------------\n                              SERVICE INFORMATION\n--------------------------------------------------------------------------------\nCustomer Desired Due Date: Regulatory Jurisdiction:     Service\/Subservice Code:\nQuantity:                  [_] Interstate [_] Intrastate   ____ ____ - ____ ____\n--------------------------------------------------------------------------------\n\nService Type: [_] DS3 [_] DS1 [_] DS0 [_] E1 [_] Video    Other:\n           [_] OC3  [_] OC3C  [_] OC12  [_] OC48          (Requires Approval)\n--------------------------------------------------------------------------------\n                             SPECIAL INSTRUCTIONS\n--------------------------------------------------------------------------------\n \n--------------------------------------------------------------------------------\n \n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n      Please see the attached Circuit Feature Sheet for technical detail.\n        To ensure an accurate installation, this form must be completed\n                       before an order can be processed.\n--------------------------------------------------------------------------------\n                         SERVICE LOCATION INFORMATION\n                             (TERMINATION POINTS)\n--------------------------------------------------------------------------------\nFROM (ACTL)                                                 TO (SPOT)\n--------------------------------------------------------------------------------\n[_] New [_] Existing [_] Common Space  CLLI:_____   [_] New [_] Existing \n                                                    [_] Common Space  CLLI:_____\n--------------------------------------------------------------------------------\n[_] Type I Capacity: Y or N 'T' Job___  [_] Type I Capacity: Y or N 'T' Job___\n[_] Type II  Colo:__________            [_] Type II Colo:________\n--------------------------------------------------------------------------------\nCompany Name:                           Company Name:\n--------------------------------------------------------------------------------\nAddress:                                Address:\n--------------------------------------------------------------------------------\nFloor\/Room                              Floor\/Room\n--------------------------------------------------------------------------------\nCity\/State\/Zip:                         City\/State\/Zip:\n--------------------------------------------------------------------------------\nNPA\/NSS                  Zone:          NPA\/NSS                   Zone:\n--------------------------------------------------------------------------------\n                              CONTACT INFORMATION\n--------------------------------------------------------------------------------\nInitiator:                   Phone:                 Fax:\n--------------------------------------------------------------------------------\nDesign:                      Phone:                 Fax:\n--------------------------------------------------------------------------------\nLocation 1 (From):           Phone:                 Fax:\n--------------------------------------------------------------------------------\nLocation 2 (To):             Phone:                 Fax:\n================================================================================\n\n \n================================================================================\n                                      TCG\n                              SERVICE SUPPLEMENT\n                                  (Continued)\n--------------------------------------------------------------------------------\n                                CHARGES \/ TERM\n--------------------------------------------------------------------------------\nCHARGES:                           Mileage:                 EXPLANATION:\n--------------------------------------------------------------------------------\nMonthly Recurring:\n--------------------------------------------------------------------------------\nInstallation:\n--------------------------------------------------------------------------------\nExpedite:\n--------------------------------------------------------------------------------\nOther: (Please explain)\n--------------------------------------------------------------------------------\nTERM: [_] 12 Month  [_] 36 Month [_] 60 Month [_] Other (Requires Approval)\n================================================================================\n                                AUTHORIZATIONS\n--------------------------------------------------------------------------------\n     This Agreement is a Service Supplement as defined in the Master Services\nAgreement dated _______, 19___, entered into between the parties and is subject\nto all the terms and conditions thereof. Upon expiration of the term set forth\nabove, Customer shall continue to receive services on a month-to-month basis\n(subject to termination by either party 30 day prior written notice) at the\nmonthly charges set forth herein.\n--------------------------------------------------------------------------------\n             CUSTOMER                                        TCG\n--------------------------------------------------------------------------------\nSignature:                                        Signature:\n--------------------------------------------------------------------------------\nPrint Name:            Date:                      Print Name:         Date:\n--------------------------------------------------------------------------------\nTitle:                                            Title:\n--------------------------------------------------------------------------------\n                      TCG TECHNICAL SUPPORT AUTHORIZATION\n--------------------------------------------------------------------------------\nSignature:\n--------------------------------------------------------------------------------\nPrint Name:                        Title:                             Date:\n--------------------------------------------------------------------------------\nTelephone Number:  (     )\n================================================================================\n                           For TCG Internal Use Only\n--------------------------------------------------------------------------------\nASR Number:                                  Account Executive:\n--------------------------------------------------------------------------------\nTCG Account Number (BAN):                    Account Executive ID#:\n--------------------------------------------------------------------------------\nSecondary Account Number (SAN)               Phone Number:\n--------------------------------------------------------------------------------\nCONTRACT: [_] MMG001 [_] MVP001 [_] MRV001 [_] MO9999 [_]___________ (Enter\n                                                          6 character Rate Plan)\n================================================================================\nPlease be sure to attach Circuit Feature Sheet        Effective as of:  2\/21\/97\n\n                                       2\n\n \n                                   ADDENDUM C\n\n                        TCG MASTER COLLOCATION AGREEMENT\n                        --------------------------------\n\n     This TCG Master Collocation Agreement (the 'Agreement') is made as of the\n________ day of April, 1997 by and between TCG __________, a ________________\nhaving an office and place of business at\n___________________________________________('TCG'), and At Home Corporation, a\nDelaware corporation having an office and place of business at 285 Ravendale\nRoad, Mountain View, California 94043 ('Customer').\n\n     WHEREAS, by certain leases (the 'Leases') by and between certain landlords\n(the 'Landlords') and TCG, TCG is leasing from the Landlords certain premises in\ncertain cities and states (the 'Premises'); and\n\n     WHEREAS, Customer and TCG entered into a Master Communications Services\nAgreement on the _________ day of March, 1997, (the 'MSA') setting forth the\nterms and conditions under which TCG would provide certain telecommunications\nservices to Customer; and\n\n     WHEREAS, Pursuant to said MSA, Customer and TCG desire to enter into an\nagreement so that Customer may place certain equipment in a portion of the\nPremises (the 'Space');\n\n     NOW, THEREFORE, in consideration of the mutual covenants herein, it is\nagreed as follows:\n\n1.   SPACE.\n     ----- \n\n     (a) This Agreement shall become effective between Customer and TCG only\nupon both parties' execution of a 'Collocation Schedule,' the form of which is\n                                   --------------------                       \nattached hereto as Exhibit A (as it may be amended), which sets forth the terms\n                   ---------                                                   \nand conditions applicable to an individual Space.  Each Collocation Schedule,\nwhen dated and signed by Customer and TCG, will be deemed to incorporate the\nterms and conditions of this Agreement.  In the event of any conflict or\ninconsistency between this Agreement and the terms set forth in a Collection\nSchedule, the terms of the Collocation Schedule shall govern, but only for the\nSpace identified in such Collocation Schedule.\n\n     (b) TCG agrees to allow Customer to place certain equipment (the\n'Equipment') as defined in Exhibit A, attached hereto and made a part hereof, in\nthe Space subject and subordinate to the terms and provisions of the applicable\nLease and the applicable Collocation Schedule.  Such Equipment shall be approved\nor rejected by TCG, in TCG's reasonable business discretion, within three (3)\nbusiness days of submission by Customer to TCG of a list of Equipment and prior\nto installation in the Space and shall not exceed the Standard Dimensions\nidentified on Exhibit A.  The Equipment placed in the Space shall be limited to\nno more than requested or reserved.\n\n \n     (c) Upon sixty 60 days' prior written notice or less in the event of an\nemergency, TCG may require Customer to relocate the Equipment within the\nPremises; provided, however, the site of relocation shall afford comparable\ntechnical and environmental conditions for the Equipment and comparable\naccessibility to the Equipment.  All costs of relocating the Equipment shall be\nborne by TCG.  TCG and Customer will cooperate to minimize any disruption of\nCustomer's services as a result of such relocation.  If, in the reasonable\njudgment of Customer, improvements need to be made to the space to which the\nEquipment is relocated in order for the new space to be technically and\nenvironmentally comparable to the existing Space, Customer will have the right\nto terminate the applicable Collocation Schedule between TCG and Customer.\n\n2.   TERM.\n     ---- \n\n     (a) The date on which the Customer's license to occupy the Space commences\nand the term of the Customer's license to occupy the Space are set forth in the\nCollocation Schedule(s) (the 'Initial Term') and is subject to earlier\ntermination as may be provided herein and\/or in the applicable Lease.\n\n     (b) Subject to the conditions specified in Paragraphs (c) and (d) below,\nCustomer shall have the option, upon ninety (90) days' prior written notice to\nTCG, to renew its license to occupy the Space for the period of time (the\n'Renewal Periods') and on the terms and conditions which are set forth in this\nAgreement and the Collocation Schedule relevant thereto.  The Initial Term and\nany Renewal Period(s) are sometimes collectively referred to as the 'Term.'\n\n     (c) Customer's option to renew its license to occupy the Space shall be\ncontingent on the election by TCG to continue to lease the Premises in which the\nSpace is located for the duration of the Renewal Period(s) and such election to\nbe exercised at the sole discretion of TCG.\n\n     (d) Following the expiration of the Initial terms or any renewal periods\nstated in the Collocation Schedule(s), or failure of the parties to enter into\nany Renewal Periods, Customer's license shall continue in effect on a month-to-\nmonth basis upon the same terms and conditions specified herein, unless\nterminated by either Customer or TCG upon thirty (30) days' prior written\nnotice.\n\n     (e) Notwithstanding the foregoing, TCG reserves the right in its sole\ndiscretion to terminate this Agreement upon sixty (60) days written notice to\nCustomer.\n\n3.   CONSIDERATION.  Customer agrees to pay TCG at the address first stated\n     -------------                                                         \nabove, the amount described in the applicable Collocation Schedule, attached\nhereto and incorporated herein.  This amount is payable on the first day of each\nmonth.\n\n4.   CONDITION OF PREMISES.  Customer acknowledges that, except as provided in\n     ---------------------                                                    \nthis Agreement, TCG has no obligation to make alterations, improvements or\nadditions, decorations or changes within the Premises, Space or any part\nthereof.\n\n5.   ASSIGNMENT.  Except for assignment to a subsidiary or an entity\n     ----------                                                     \ncontrolling, controlled by, or under common control with Customer or to an\nentity that acquires all or \n\n                                       4\n\n \nsubstantially all of the assets of Customer, Customer agrees that it will not in\nany way assign or transfer this Agreement and that, except as provided in this\nAgreement, it will not permit the Space to be used by others without prior\nwritten consent of TCG.\n\n6.   TERMINATION OR EXPIRATION.  Customer shall leave the Space in as good\n     -------------------------                                            \ncondition (except for normal wear and tear) as it was in the beginning of the\nterm of this Agreement, and shall remove any property which it is obligated or\npermitted to remove pursuant to the terms of the applicable Lease on or before\nthe termination or expiration thereof.\n\n7.   SERVICES.\n     -------- \n\n     (a) Network Traffic:  TCG shall serve as the Customer's supplier for all\n         ---------------                                                     \nIntraLATA and InterLATA transport and switched telephone services originating\nfrom or terminating in the Space.\n\n     (b) Services.  TCG shall provide to Customer:\n         --------                                 \n\n          i.   The Space as set forth in Exhibit A.\n          ii.  Access to 110V AC power outlet for test equipment.\n          iii. Transmission cabling to the Space.  TCG will be responsible for\nwiring to a common DSX cross connect.  This will serve as the demarcation point\nbetween the TCG network and the Customer's network.  TCG will then extend\nCustomer's demarcation point within the Space to Customer's racks using modular\nRJ484 patch panels to be rack-mounted in Customer's racks.\n          iv.  Grounding for racks.\n          v.   Labor required to anchor racks to floor.\n          vi.  Labor required to run power feeds to rack; and\n          vii. Environmental conditions of approximately 70 degrees (F) and a\n50% humidity level.\n\n     (c) Electricity:  TCG shall supply Customer with two (2), twenty (20) amp\n         -----------                                                          \nAC power feeds per rack at no additional cost.  Power requirements in excess\nshall be charged to Customer at the rate of $6.00 per amp per month.\n\n     (d) Treatment of Customer Equipment.  TCG shall not remove any labels from,\n         -------------------------------                                        \ntouch, move, disturb, block access to, rearrange, alter, modify, add to or grant\na lien or security interest in the Equipment without Customer's written consent;\nprovided that, in the event of an emergency during which the Equipment or its\ncondition is threatened, and notwithstanding the terms of Section 4, TCG agrees\nto inform Customer immediately about the emergency and the protective steps\ntaken.\n\n     (e)  Maintenance; Power Outages.\n          -------------------------- \n\n          i.   Scheduled Maintenance and Planned Power Outages.  TCG shall\n               -----------------------------------------------            \nprovide Customer with at least ten (10) calendar days advance notice for (A)\nscheduled maintenance that could result in a noticeable loss of power, service,\nor connectivity and (B) planned power outages.\n\n                                       5\n\n \n          ii.  Unscheduled Maintenance and Unplanned Power Outages.  If TCG (A)\n               ---------------------------------------------------             \nmust engage in unscheduled maintenance work, or (B) has an unplanned power\noutage, TCG shall notify Customer's Network Operations Center immediately upon\ndetermining that such maintenance is necessary or that such outage has occurred.\n\n8.   DEFAULT.  In the event of either party's breach of any term or condition\n     -------                                                                 \nunder this Agreement, and if the defaulting party has not cured the breach\nwithin thirty (30) days after receipt of written notice from the non-defaulting\nparty, the non-defaulting party shall have the right in its sole discretion to\nimmediately terminate this Agreement and\/or any of the other agreements between\nthe parties in additional to any and all other remedies afforded to the non-\ndefaulting party under the law or equity.\n\n9.   INDEMNIFICATION.  In addition to and not in lieu of the provisions\n     ---------------                                                   \ncontained in the MSA, Customer covenants and agrees to indemnify and hold TCG\nharmless from and against any and all suits, actions, claims, damages, charges\nand expenses, including reasonable attorney fees, for damages or injuries to the\nSpace or premises, and\/or for any personal injury or loss of life occurring or\nclaimed to have occurred in, upon, or about the Space or Premises as a result of\nCustomer's negligence or willful misconduct either in operating its Equipment or\nin use of the Space, unless arising from the negligence or willful misconduct of\nTCG.  TCG shall be liable to Customer for any damages or losses due to the\nfailure or malfunction of any Equipment or facilities located in the Space only\nif such damages are caused by TCG's negligence or willful misconduct.\n\n10.  CASUALTY OR EMINENT DOMAIN.  In the event of any taking of eminent domain\n     --------------------------                                               \nor damage by fire or other casualty to the Premises and\/or Space, Customer shall\nacquiesce and be bound by any action taken by or agreement entered into between\nTCG and Landlord with respect thereto.\n\n11.  NO BROKER.  Customer represents that it has not dealt with any broker in\n     ---------                                                               \nconnection with this Agreement and that Customer shall hold TCG harmless from\nand against any and all claims for brokerage commissions in connection\ntherewith.\n\n12.  NOTICES.  Any and all legal notices or communications which either party\n     -------                                                                 \nmay desire or be required to give to the other shall be provided as set forth in\nthe MSA.\n\n13.  GOVERNING LAW.  This Agreement shall be governed by the laws of the state\n     -------------                                                            \nin which the applicable Space is located.\n\n14.  INSURANCE.  Customer covenants and agrees to provide, on or before the date\n     ---------                                                                  \nof the commencement of the terms of this Agreement, and to keep in force and\neffect during the terms thereof for the benefit of Customer and TCG, a policy of\ncomprehensive liability insurance or a certificate evidencing the existence\nthereof, conforming to the requirements of the applicable provisions of the\napplicable Lease.\n\n                                       6\n\n \n15.  LIMITATION OF LIABILITY.  In no event will either party be liable for\n     -----------------------                                              \nspecial, consequential, incidental, lost profit, exemplary, or punitive damages\nas a result of its performance or nonperformance under this Agreement.\n\n16.  INCORPORATION.  Except as specifically provided for herein, the MSA and all\n     -------------                                                              \nprovisions contained therein are by reference specifically incorporated herein\nand made a part hereof as if restated herein.\n\n     IN WITNESS WHEREOF, Customer and TCG have respectively signed this\nAgreement as of the day and year first above written.\n\nTCG ________________________________  Customer: ________________________________\n\nSign:_______________________________  Sign:_____________________________________\n\nName: ______________________________  Name: ____________________________________\n\nTitle:            VP\/GM               Title: ___________________________________\n       ----------------------------- \n\n                                       7\n\n \n             EXHIBIT A TO TCG MASTER COLLOCATION AGREEMENT BETWEEN\n                     AT HOME CORPORATION AND TCG _________\n                             COLLOCATION SCHEDULE\n\nThis Collocation Schedule is made as of _____________ (the 'Effective Date') and\nincorporates all definitions, terms and conditions of that certain TCG Master\nCollocation Agreement, dated ____________ (the 'Agreement') by and between TCG\n_______________ ('TCG'), and At Home Corporation ('Customer').\n\n\n1.  Address of TCG Space: _____________________________________________________\n_______________________________________________________________________________\n \n2.  TCG Landlord and Lease Information, if applicable: ________________________\n_______________________________________________________________________________ \n_______________________________________________________________________________ \n3.  Initial Term:  ________ Months\n4.  Renewal Period:  ____________\n5.  Requested Service Date:  _________\n6.  Description of Equipment to be Installed:  (List of Equipment to be attached\nto this Collocation Schedule by Customer)\n7.  Delineation of Space:  (Floor plan to be attached to this Collocation\nSchedule by TCG)\n8.  Customer 24 Hour Maintenance Number:\n9.  Estd. start date: __________     Estd. completion date:  __________\n \n10. Rack\/Space\/Power and MDF Requirements:\nRACK\/SPACE REQUIREMENTS            POWER &amp; MDF REQUIREMENTS\nNumber of Racks requested:_______  Is -48 VDC required?   [_] Yes     [_] No\nDoes Customer wish to              (TCG provides two, 20-amp AC power feeds per\nreserve rack space?                rack)\n(Rack reservation charge applies) \n  [_] Yes    [_] No                            Current:_____________amps\nNumber of Racks reserved_________  Does equipment require 120 VAC?\nCustomer [will\/will not] have              [_] Yes  [_] No\nfirst right of refusal for any             Current:_____________amps\nspace that is contiguous with the\nSpace.                             Number of Demarc positions required: \nDimensions of Equipment (Standard  __________________.\nDimensions)\nWidth:  ________\nHeight' ________\nDepth:  ________\nWeight:  ________\n*Cabinet requires TCG prior\n approval.\nCage Required?   [_] Yes  [_] No\n       (min: 5 racks\/max: 9 racks)\n       (floor space charges apply)\n\n                                       8\n\n \n11.  Customer's forecast of capacity for DS1s, DS3s, etc. in year 1, and in\nyears 3 and 5 if applicable.\n\n________________________________________________________________________________\n________________________________________________________________________________\n________________________________________________________________________________\n\n12.  Access to Space.  TCG shall allow Customer and Customer's designees\nunimpeded access to the Space via two (2) electronic card keys twenty four (24)\nhours per day, seven (7) days per week, for Customer and Customer's designees to\nprovide installation, testing, and ongoing and emergency maintenance.  Such\naccess will be provided at no charge to Customer.  Customer shall report a card\nlost or stolen to TCG as soon as discovered.\n\n13.  General Description of Work Tasks:\n     a.  TCG Work Tasks\n\n\n     b.  Customer Work Tasks\n\n\nNOTE:  Installation and material charges apply to equipment installed by TCG.\nAll installations must meet TCG Installation Standards.   All customer\nspecifications or drawings must be attached to this form.\n\nCustomer                               TCG _______________________\n \nBy:_________________________           By: ______________________________\nTitle:______________________                           VP\/GM\n      \n                                                                  _______\n                                                                  Initials\n                                                                  TCG VP\/Ops\n                                       9\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6782],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9620],"class_list":["post-42538","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-at-home-corp","corporate_contracts_industries-technology__programming","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\/42538","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=42538"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42538"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42538"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42538"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}