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Date of agreement [Date].
(1) Party A, [ ] incorporated in [ ] with company number [ ] and whose registered office is at [ ]; and
(2) Party B, [ ] incorporated in [ ] with company number [ ] and whose registered office is at [ ]
Party A and Party B agree to exchange data traffic at (Name) Internet Exchange points, in accordance with the terms in this agreement and in accordance with (Name) membership terms.
1. Definition of Internet Network
Internet Network shall mean a communications network running TCP/IP and other common Internet protocols.
2 Exchange of traffic
The parties agree that they will exchange digital communications traffic at (Name) subject terms mentioned in this agreements, respect IX membership terms and honour (Name) peering etiquette to best achieveable extend.
3. Network operations
Each party will at its own expense and on an reasonable efforts basis, provide network operations center (NOC) support in cooperation with the other so as to maintain the smooth operation of the Internetwork service. Each party will use reasonable efforts to achieve a minimum end-to-end one way packet delay.
3.2 Customer support
Each party will be responsible for handling the interface (e.g. receiving descriptions of, and solving problems or answering questions) with its customers.
3.3 Route aggregation
Each party will use reasonable efforts to provide the highest practicable level of route aggregation in its exchange of routes with the other party.
3.4 Route flapping
Each party will use reasonable efforts to minimize the amount of route flap (or change in routes) transmitted from their own network to the other party's network.
4. Transit traffic
Transit traffic is traffic that has its origin or destination in a network which is not part of this agreement. Such traffic should not be covered by the agreement.
5. Settlement fees
Each party agrees not to charge the other party for interconnection-related matters, including charges based on traffic volume, commonly called "settlements".
6. Press releases
The parties may publicly announce that they have completed this agreement.
7. Liability/warranty disclaimer
The parties make no warranties of any kind regarding the interconnection, express or implied, including, but not limited to, any warranty of merchantability or fitness for a particular purpose. In no event shall either party be liable to the other party, its customers or any third party for any lost or distorted messages, damage to or destruction of data, information files or databases, loss of profits or other economic loss, or for any other direct, indirect, special or consequential damages resulting from the performance or non-performance of this agreement.
8. Governing law
This agreement shall be governed by the laws of Finland.
9. Each party's service fees
Each party will independently establish the charges to its customers for the services provided under this agreement.
10. Force majeure
Neither party shall be responsible for failure to fulfill its obligations due to causes beyond its control.
11. Term and Termination
This agreement shall continue in effect until terminated by one of the parties. Termination of the agreement requires 2-months notice in advance.
Each party may assign its rights and responsibilities to another organisation upon written notice to the other party in the event of merger, sale, or transfer of its ownership to such organisation, provided that the assignee is a firm duly organised to conduct Internet network business. Each party may also assign its rights and responsibilities to a parent, affiliate or subsidiary of the assignor upon written notice to the other party, provided that the assignee is a firm duly organised to conduct Internet network business.
If any provision of this agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this agreement will remain in full force and effect.
Neither party will be in default of this agreement until the other party has provided the defaulting party with written notice and a reasonable amount of time (not to exceed 30 days) to cure. Disputes shall be finally settled on commercial arbitration in Helsinki by one (1) arbitrator in Finnish language.
15. Contact information
Main contact in operational matters at Party A is ____.
Main contact in operational matters at Party B is ____.
For and on the behalf of Party A:
For and on the behalf of Party B:
1. "Affiliate" means any person or entity controlling, controlled by or under common control with either Party.
2. "Border Gateway Protocol-4" or "BGP-4" means the industry standard as at the date of this Agreement or as subsequently modified from time to time for an inter-Autonomous System routing protocol, including support for both route aggregation and classless inter domain routing ("CIDR").
4. "Network" means a communications network running transmission control protocol/internet protocol ("TCP/IP") and other IP.
5. "Peering Session" means an instance of the BGP-4 protocol running between a router of each Party at an Interconnection Point in order to pass on real time signalling information between each Party by advertisement and withdrawal of routes.
6. "Routed Networks" means those Networks identified by network prefix and mask pairs advertised in a Peering Session by the relevant Party which relate to the Networks of that Party, its customers, and those of any third parties with whom the Party has an agreement to advertise such Networks.
7. "Traffic" means IP Datagrams moving through any Network.
8. "Transit Traffic" means the movement of Traffic from one Party through the Network of the other Party before delivery of such Traffic to a Third Party Network.
9. "Third Party Network" means any Network which is not a part of either Party's Routed Networks.
10. Amendments of this agreement shall be by mutual consent of the majority of the co-owners.
11. Arbitration. Any disputes pertaining to the the said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
IN WITNESS WHEREOF, this Agreement is signed on the day and year first above written.
Witnessed by: _______________________
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [COUNTY]
On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____