Collocation Agreement (Terminal Facility)

COLLOCATION SERVICES AGREEMENT

               THIS AGREEMENT made this ________ day of ______________, (the "Effective Date") by and between, __________________________, a __________ corporation, (hereinafter called "Space Provider") and _______________________, a ______________ corporation (hereinafter called "Customer").

RECITALS

               WHEREAS, Space Provider owns or controls a leasehold interest in certain office and storage Collocation Space 
within a commercial building in the State of ________________ (generally described here[Section 
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may be suitable for the placement and operation of telecommunications equipment; and

               WHEREAS, Customer desires access to the Premises for the purpose of placing therein 
certain ________________________________________ (hereinafter, the "Equipment") the individual location[Section 
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such Equipment to be referred to herein as the "Terminal Facility"; and

               WHEREAS, Space Provider may be willing to grant Customer the ri[Section 
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Terminal Facility (hereinafter, the "Collocation Space") upon the terms and conditions hereinafter set forth.

               NOW, THEREFORE, in consideration of the mutual covenants contain[Section 
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Customer (collectively the "Parties") hereby agree as follows:

1.                        LICENSE TO COLLOCATE:

A.                       This document shall comprise a complete and binding agreement between Customer and 
Space Provider only upon execution by Space Provider and Customer of a Collocation Schedule
 pertaining to the Terminal Facility in which Space[Section 
leted - Included In Full Licensed Versionr has a leasehold interest. The Collocation 
Schedule, and any amendments thereto, when dated and subscribed by Customer and Space Provider 
shall incorporate the terms and conditions of this Agreement. In the event of any co[Section 
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between this Agreement and the terms set forth in the Collocation Schedule, terms of the Collocation 
Schedule shall in all cases prevail.

B.                        The Collocation Schedule shall have attached thereto the following Exhibits: General 
Description of Work Tasks and Special Ter[Section 
    Deleted - Included In Full Licensed Versiond Conditions identified as "Exhibit I"; and Dispatch 
Labor Charges; identified as "Exhibit 2."

C.                       Customer shall utilize the Collocation Space only for interconnection of[Section 
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to the network services of Space Provider.

D.                       In connection with the Collocation Space made available hereunder, Space Provider 
shall perform services which support the overall operation of the Terminal Facility (e.g., janitorial services, 
environmental systems maintenance, and power plant maintenance) at no additional charge to Customer. 
However, Customer shall be required to maintain th[Section 
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Customer shall maintain the Collocation Spa[Section 
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preclusion of storing combustible materials in the Collocation Space.

E.                        Unless otherwise provided in the Collocation Schedule, each visit by Customer to the 
Collocation Space will be deemed to utilize escort services furnished by Space Provider from the time 
Customer's Employee(s) sign(s) in upon entering the Terminal Facility to the time Customer's e[Section 
    Deleted - Included In Full Licensed Versionlabor charges (the "Dispatch Labor Charges") depicted in Exhibit 2 to the Collocation Schedule.

F.                        Customer acknowledges that it has been granted only a license to occupy the Colloc[Section 
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Space and that it has not been granted any real property interests in the Collocation Space.

2.            ADDITIONAL SERVICES:

(1)                      System Administration: Space Provider shall provide complete system 
administration for Customer. For a monthly fee stated in the Collocati[Section 
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(2)                      Electronic Commerce Services:   Space Provider shall provide Customer 
with electronic commerce ("e- commerce") services, including credit card pro[Section 
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applicable record keeping at $_____ per transaction.

(3)                      Programming Services:   Space Provider will provide programming services, 
including digitizing of text, graphics and sound. An additional fee of ($____) dollars per 
hour is attached to this service.

3.            TERM OF AGREEMENT, TERMINATION AND RENEWAL:

A.                       Customer's license to occupy the Collocation Space shall begin on the "Requested Service 
Date," as set forth in paragraph 3 of the Collocation Schedule. The minimum term of the Customer's license 
to occupy the Collocation Space shall be the period set forth in the Collocation Schedule (the "Minimum Term".)

B.                       Following the expiration of the Term for the Collocation Space, Customer's license shall 
continue in effect on a month-to-month basis upon the same terms and conditions specified h[Section 
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terminated by Space Provider upon thirty (30) day's prior written notice.

C.                       Upon termination or expiration of the Term for the Collocation Space, Customer agrees to 
remove the Equipment and other property that has been installed by Customer or Customer's agent. In the 
event such Equipment or property has not been removed within thirty (30) days of the effect[Section 
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or expiration date, the Equipment shall be deemed abandoned and Customer shall lose all rights and title thereto.

D.                       In the event the Terminal Facility becomes the subject of a taking by eminent domain by 
any authority having such power, Space Provider shall have the right to terminate this Agreement. Space 
Provider shall attempt to give Customer reasonable advance notice of the removal schedule. Customer
shall have no claim against Space Provider for any relocation expenses, any part of any award that may 
be made for such taking or the value of any unexpired term [Section 
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or interference due to any termination. However, nothing contained in this Agreement shall prohibit 
Customer from seeking any relief or remedy against the condemning authority in the event of an eminent 
domain proceeding or condemnation that affects the Collocation Space.

4.            PRICES AND PAYMENT TERMS:

A.                       Customer shall pay Space Provider monthly recurring fees (the "Recurring Fees"), which 
shall include charges for use and occupancy of the Collocation Space (the "Occupancy Fees"), connectivity 
(or cross- connect fees, if applicable), power charges, if applicable and system administratio[Section 
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to any Recurring Fees, Customer shall be charged non-recurring fees for build-out of the Collocation 
Space (the "Build-Out Charges"), including, where applicable, cross-connect installation fees and/or 
Dispatch Labor Charges, where applicable, which shall be set forth in the relevant Collocation Schedule 
and the Exhibits thereto. If Customer requests that Space Provider provide services not delineate[Section 
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B.                       Prices do not include taxes, except as specifically stated herein. Customer agrees to pay 
or reimburse Space Provider for any applicable taxes that are levied based on the transactions hereu[Section 
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exclusive of taxes on income and real estate taxes on the Terminal Facility. Any such charges shall be 
invoiced and payable within the payment terms of this Agreement. Space Provider agrees to provide 
Customer with reasonable documentation to support invoiced amounts applied to taxes within t[Section 
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calendar days of receipt of a Customer's written request.

C.                       The Occupancy Fee and/or Power Charges shall be increased to reflect any increases
 incurred by and required under the lease relevant to the Premises in which the Collocation Space is located. 
Customer shall pay to Space Provider its pro rata share of any such increases based on the number of[Section 
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feet of the Collocation Space compared to the number of square feet leased by Space Provider under 
the applicable lease. Space Provider shall notify Customer of any such increase as soon as practicable.

D.                       All Recurring Fees shall be invoiced thirty (30) days prior to the beginning of each month 
commencing thirty (30) days prior to the first day of the Term as identified in the Collocation Schedule 
and thereafter, on the first day of each calendar month. Charges for partial months shall be p[Section 
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the beginning of the invoiced period. Customer shall be subject to late charges if payment is not 
received within the payment term period. The late payment charges will be calculated based on 1.5% 
per month of the unpaid amount.

E.                        Charges delineated in the Collocation Schedule for build-out of the Collocation Space 
shall be invoiced and paid by Customer when invoiced. Space Provider may require payment of [Section 
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F.                        Customer agrees to reimburse Space Provider for all reasonable repair or restoration 
costs associated with damage or destruction caused by Customer's personnel, Customer's agent(s) or 
Customer's suppliers/contractors or Customer's visitors during the Term or as a consequence of 
Customer's removal of the Equipment or property installed in the Collocation Space.

5.            ADDITIONAL TERMS:

A.                       Before beginning any delivery, installation, replacement or removal work, Customer must 
obtain Space Provider's written approval of Customer's choice of suppliers and contractors which approval 
shall not be unreasonably withheld or delayed. Space Provider may request additional information before 
granting approval and may require scheduling changes and substitution of suppliers and contracto[Section 
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contractor, and Customer will remain solely responsible for the selection of the supplier or contract[Section 
    Deleted - Included In Full Licensed Versionall payments for construction work.

B.                        Customer shall not make any construction changes or material alterations to the interior 
or exterior portions of the Collocation Space, including any cabling or power supplies for the Equipment, 
without obtaining Space Provider's written approval for Customer to have the work performed or[Section 
    Deleted - Included In Full Licensed VersionSpace Provider perform the work. Space Provider reserves the right to perform and manage any 
construction or material alterations within the Terminal Facility and Collocation Space areas at r[Section 
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to be negotiated between the Parties hereto.

C.                       Customer's use of the Collocation Space, installation of Equipment and access to the 
Terminal Facility shall at all times be subject to Customer's adherence to the generally accepted industry 
standards, security rules and rules of conduct established by Space Provider for the Terminal Facility. 
Customer agrees not to erect any signs or devices to the exterior portion of the Collocation [Section 
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D.                       Customer may not provide, or make available to any third party, collocation space within 
the Collocation Space without Space Provider's prior written consent. If Customer should provide, or 
make available to any third party, collocation space within the Collocation Space without obtaining the 
written consent of Space Provider, Customer shall be in breach of this Agreement and Space Pr[Section 
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Agreement.

E.                        Space Provider shall not arbitrarily or discriminatorily require Customer to relocate the 
Equipment; however, upon sixty (60) days prior written notice or, in the event of an emergency, such time 
as may be reasonable, Space Provider reserves the right to change the location of the Collocation Space or 
the Terminal Facility to a site which shall afford comparable environmental conditions for the Equipment and 
comparable accessibility to the Equipment. Space Provider and Customer will work together in good faith 
to minimize any disruption of Customer's services as a result of such relocation. Space Provider [Section 
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for relocation of Equipment interconnected to Space Provider services, except that Space Provider shall not 
be responsible for relocating facilities installed in violation of this Agreement.

6.            INSURANCE:

               Customer agrees to maintain, at Customer's expense, during the entire time this Agreement is in effect for 
each Collocation Space (1) Comprehensive General Liability Insurance in an amount not less than One Million Dollars 
($ 1,000,000.00) per occurrence for bodily injury or property damage, (ii) Employers Liability in an a[Section 
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 than Five Hundred Thousand Dollars ($500,000.00) per occurrence, and (iii) Workers' Compensation in an amount
 not less than that prescribed by statutory limits. Prior to taking occupancy of the Colloc[Section 
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 shall furnish Space Provider with certificates of insurance which evidence the minimum levels of insurance set forth
 herein and which name Space Provider as an additional insured. Customer shall also maintain sufficient property 
insurance to cover any Equipment placed in the Collocation Space.

7.            DEFAULT:

A.                       If Customer fails to perform its obligations, or fails to pay for services rendered hereunder, 
Space Provider may, at its sole option and with written notice, issue a default notice letter to Customer, 
demanding the default condition be cured. If the default condition is not remedied within the time period 
specified in the notice letter, which shall not be less than fourteen (14) calendar days, [Section 
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then, without the necessity of any further notice, discontinue performance and terminate this Agreement, for 
default, and pursue any other remedies available at law or in equity. Space Provider's failure to exercise any 
of its rights hereunder shall not constitute or be construed by Customer as being a waiver of a[Section 
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B.                       At any time during the term of this Agreement, Space Provider may, at Space Provider's sole 
option, immediately terminate this Agreement if Customer is not then maintaining the Equipment solely for the
 purpose of originating and/or terminating telecommunications transmissions carried over the S[Section 
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Network or as otherwise set forth in Paragraph I of this Agreement, or pursuant to the terms and conditions,
 if any, contained in any Collocation Schedule identified herewith.

C.                       If Customer commits an act of default with respect to the purchase of telecommunications services 
from Space Provider, which would entitle Space Provider under its separate tariffs and agreements to[Section 
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 Schedules to which this Agreement pertains.

8.            WARRANTIES, REMEDIES AND DISCLAIMERS:

A.                       Space Provider shall, at Space Provider's own expense, defend Customer against any and all 
claims that the Collocation Space used by Customer hereunder infringes on any third party's property or 
ownership rights. Space Provider shall, at Space Provider's sole option, either (i) s[Section 
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(ii) secure valid rights for Customer's continued use, or (iii) furnish equivalent Collocation Space that is not 
infringing and that can be used to satisfy the original specifications in Space Provider's determination. This 
warranty and remedy by Space Provider shall be valid only if (i) Customer gives Space [Section 
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written notice upon Customer's receipt of any such claim, (ii) Customer provides Space Provider with all pertinent 
information in its possession relative to such claim and (Iii) Space Provider shall have sole control over the 
settlement or defense of such claim.

B.                       THE COLLOCATION SPACE IS ACCEPTED "AS IS" BY CUSTOMER. CUSTOMER 
ACKNOWLEDGES THAT NO REPRESENTATION HAS BEEN MADE BY SP[Section 
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TO THE FITNESS OF THE COLLOCATION SPACE FOR CUSTOMER'S INTENDED PURPOSE. 
EXCEPT FOR THE WARRANTIES SET FORTH IN THIS ARTICLE, THERE ARE NO WARRANTIES, 
WHETHER EXPRESS, IMPLIED, OR-AL, OR WRITTEN, WITH RESPECT TO[Section 
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SPACE OR SERVICES COVERED OR FURNISHED PURSUANT TO THIS AGREEMENT,
 INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
 FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, THE REMEDI[Section 
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ARTICLE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES.

9.            EXCUSED PERFORMANCE:

               Neither Party shall be liable to the other Party under this Agreement for any failure nor delay in performance
 that is due to causes beyond its reasonable control, including but not limited to, acts of nature, go[Section 
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fires, civil disturbances, interruptions of power, or transportation problems.

10.          ASSIGNMENT OR TRANSFER:

               Customer shall not assign or transfer the rights or obligations associated with this Agreement, in whole or 
in part, without Space Provider's prior written consent.

11.          PUBLICITY:

               Customer shall not use Space Provider's name in publicity or press releases without Spac[Section 
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written consent.

12.          LIMITATION OF LIABILITY:

A.                       In no event shall Space Provider, Customer, or any of their respective officers, directors, 
agents, contractors or employees, be liable, one to the other, for any loss of profit or revenue or for indirect,
 incidental, special, punitive or exemplary damages incurred or suffered by each ot[Section 
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to Customer's use or occupancy of the Collocation Space including, without limitation damages arising from 
interruption of electrical power or HVAC services.

B.                       Customer shall indemnify and hold harmless Space Provider, and its respective officers, directors, 
agents, contractors and employees, from and against any and all claims, costs, expenses or li[Section 
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any representation or promise not specifically expressed in this Agreement). Any modification made hereto shall 
not be valid and binding unless it is in writing and signed by both Parties.

13.          NOTICES:

A.                       Any notice required to be given pursuant to this Agreement shall be in writing and mailed by 
certified or registered mail, return receipt requested, or delivered by a national overnight express service or 
by facsimile, with a written acknowledgment of receipt to the following addresses:

(i)                   Customer:

(ii)                 Space Provider:

B.                       Either party may change the address to which notice or payment is to be sent by written 
notice to the other party pursuant to the provisions of this paragraph.

14.          JURISDICTION AND DISPUTES:

A.                       This Agreement shall be governed by the laws of the State of ________________.

B.                       All disputes hereunder shall be resolved in the applicable state or federal courts of ________________, the county of _____________. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses o1herwise available.

15.          INTEGRATION:

               This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.

               IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

COLLOCATION SCHEDULE

               This Collocation Schedule is made on this ______ day of __________, ______ (the "Effective Date") and 
subject to all definitions, terms and conditions of that certain Agreement for Terminal Facility Collocation Space, dated 
_______________, the ("Agreement") by and between _____________________________ ("Space Provider") and 
____________________ ("Customer"). Customer accepts and ratifies the terms and condition[Section 
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 respect to the Terminal Facility identified below, as specifically set forth herein.

1.              ADDRESS OF TERMINAL FACILITY:

2.              COLLOCATION SPACE:

3.              TERM:

                                              Requested service date: _____________________

                                              Initial period: ________________

4.              MONTHLY RECURRING SERVICE FEES:

               Occupancy Fees: $_________________

                               usage of up to ______ square feet.

               Cross-Connect Fees: ______________________________

               Power Charge:

               AC (120 Volt) $____________ per KWH

5.              HOSTING VARIABLE MONTHLY FEE:

               Pricing for bandwidth usage shall be at Space Provider's cost plus __________________________.

6.              SPECIAL SERVICES FEES:

               System Administration: $________  month

               Programming Services: $__________ per hour.

                Electronic Commerce Services: $________ per transaction.

EXHIBIT I to Collocation Schedule

GENERAL DESCRIPTION OF WORK

1.   GENERAL DESCRIPTION - SPACE PROVIDER WORK TASKS:

2.   GENERAL DESCRIPTION - CUSTOMER WORK TASKS:

3.   SPECIAL TERMS AND CONDITIONS (AS APPLICABLE)-

EXHIBIT 2

to Collocation Schedule

DISPATCH LABOR CHARGES

The following charges shall be applied for labor performed by Space Provider on the request of Customer.