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: