APCCIRN-026

APCCIRN-026

Bill Washburn <washburn@cix.org> 1993.3.26

Executive Director, Commercial Internet eXchange

(303)482-2150

COMMERCIAL INTERNET EXCHANGE

MEMBER AGREEMENT

This Agreement is made by and between the COMMERCIAL INTERNET EXCHANGE

ASSOCIATION, a trade association incorporated under the laws of the State

of Delaware and having its principal place of business at 3110 Fairview

Park Drive, Suite 590, Falls Church, Virginia 22042 ("CIX") and ("Member"),

having its principal

place of business at .

R E C I T A L S

WHEREAS, the purpose of the Association is to further the development of

the open system protocol network service providers ("OSPNSP's") industry.

The Association will assist the industry in the development of standards

and interconnection protocols that will provide a basis for greater

interconnection to the public network for the industry as a whole. It will

provide educational opportunities to further Member technical and policy

understanding of the industry. The Association will also develop public

policies and public positions in the best interest of the industry. This

Association will seek legislative consideration of issues of benefit to the

Members and the industry.

WHEREAS, CIX in furtherance of creating greater interconnectivity

throughout the industry has established operational, technical and

administrative mechanisms to ensure fair and open communications among

OSPNSP's providing a peer relationship for routing packets over their

networks; and

WHEREAS, the Member wishes to participate in CIX.

A G R E E M E N T

CIX AGREES AS FOLLOWS:

1. To develop industry-wide forums for the consideration

and development of industry related policy issues.

2. To discuss and consider issues that will improve the

efficiency and interconnectivity of the Members use of public networks.

3. To support legislative goals beneficial to its Members

and the industry.

4. To promote the greater connectivity of public networks.

5. To provide operational, technical and administrative

mechanisms to ensure fair and open communications among OSPNSP's.

THE MEMBER AGREES AS FOLLOWS:

6. Member will provide a circuit, at its own expense,

from a location of its choice to a CIX router selected by mutual agreement,

or other topologies and implementations specified by the Board of

Directors.

7. Member will provide circuit termination and packet

switching equipment at its end of the circuit, at its own expense,

terminating with a PPP interface, which interface may be changed from time

to time by mutual agreement.

8. Member may choose to connect at more than one CIX

location.

9. Members shall cooperate and coordinate their

activities to facilitate the broadest practical opportunity for

interconnectivity among the direct customers of each Member and

participating OSPNSP's. A Member shall not in a discriminatory manner (as

between other Members) or without reasonable justification decline to offer

CIX interconnectivity to its direct customers. Provided, however, that

notwithstanding any of the foregoing, any Member shall be able to offer

virtual private networks, to administer traffic and/or access restrictions

for particular networks where requested or if required to provide special

services, to offer other special services subject to specified limitations,

to enter into separate interconnectivity agreements with other Members, to

allow interconnectivity between indirect customers through CIX or other

networks, and otherwise to comply with requests from customers or users for

restrictions or limitations on the receipt, routing or delivery of

messages.

10. Nothing in this Agreement shall be construed to

prohibit or restrain the entry by any Member into any separate contract or

agreement with any other Member or third party on any terms.

11. A Member will, at its own expense and on a best

efforts basis, provide Network Operations Center ("NOC") support in

cooperation with other Members so as to maintain the smooth operation of

the internetwork services.

12. Members may participate in the CIX Technical Committee.

13. Member agrees to pay an annual administrative fee

which will be established by the Board of Directors. The 1992 fee has been

set at $10,000 per Member. No fees will be charged between or among the CIX

Members to pay for digitized information traffic exchanged through CIX.

14. No Member shall be liable other than as stated in

paragraph 15 herein to any other Member or to CIX for any loss, damage,

liability, claim or expense rising out of or in relation to this Agreement,

however caused, whether grounded in contract, tort (including negligence)

or strict liability.

15. Each Member and the Association shall indemnify and

hold the nonliable Members harmless from and against any loss, damage,

liability, claim or expense which results from a claim or claims asserted

by unrelated third parties concerning an action or omission of such Member

or the Association respectively.

16. Member is responsible for assessing its own need for

property, casualty, and liability insurance and each shall obtain such

insurance as each sees fit. Member shall bear the risk of loss to its own

equipment and agrees to not make any claims against the others for any

property loss.

17. Member agrees to abide as a Member with the

Certificate of Incorporation and the By-laws / .

18. This Agreement shall be governed under the laws of the

State of Delaware. Other than those contained explicitly in this Agreement,

no representations are made by or among the Members. No agency status is

created among the Members or the Association.

19. No confidential or proprietary information is

protected or implied by this Agreement, and Members are not responsible to

one another for any confidential information which may be inadvertently

transmitted over the networks.

20. The duration of this Agreement is for two years and

may be extended by mutual consent. A Member may terminate its

responsibilities under this Agreement by giving all parties 180 days

written notice, or sooner by mutual consent of all Members; provided,

however, that no fee is refundable.

21. Member may assign its rights and responsibilities to

another organization, in the event of merger, sale or transfer of its

ownership to such organization provided that the assignee is a firm duly

organized and licensed to conduct business and otherwise meets the

conditions of membership established by the Board of Directors.

22. This Agreement may be extended to other parties which

are duly organized and licensed to conduct business, and which subscribe to

the CIX Membership Agreement.

23. The undersigned hereby certifies that he or she is

legally authorized to enter into this Agreement on behalf of the Member

organization, and that the execution of this Agreement will not conflict

with or result in a breach of any other agreement to which such Member is a

party.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the

date indicated below:

MEMBER COMMERCIAL INTERNET EXCHANGE

ASSOCIATION

Name: Name:

Title: Title:

Date: Date:

For: For: