General Terms and Conditions

Services

I Custom Request

II Message-Based Billing

III End User Account Activity

IV Ancillary

V Billing Analysis

VI Media Provisioning

VII Consulting

GENERAL TERMS AND CONDITIONS

USWC offers numerous services listed in this Exhibit B. USWC will provide only those services which USWLD has ordered and which are listed in Exhibit C. USWLD may request additional services pursuant to Section XXI of this Agreement.

USWLD may request modifications to the basic services described herein; however, such modifications shall be in accordance with the Custom Request Service.

Services and prices were established assuming standard implementation as determined by USWC. USWLD may request Services that are not specifically addressed in this description or may request modification to the Services described, such requests are commonly referred to as "Custom Requests". Custom Requests will be reviewed to determine the feasibility of implementing the requested service or modification. (see following page). In such cases where USWC agrees to fulfill USWLD's request, the specific terms, conditions and prices will be determined on an individual case basis (hereinafter referred to as "ICB") with USWLD and may require an amendment/addendum to this Agreement.

All rights, title and interest in and to all designs, studies, plans, specifications, programs and software developed for a Custom Request Service is and shall remain the property of USWC. USWLD obtains no ownership rights to such "material" or the software or documentation developed as a result of its work on a Custom Request.

1. CUSTOM REQUEST SERVICE
   1. General

      USWLD may request Services that are not specifically addressed in this Agreement or may request modifications to those service elements offered by USWC as described in this Exhibit B. All requests (hereinafter " Custom Request(s)") will be reviewed to determine the mutual feasibility of implementing the Custom Request as described below. Charges for Custom Request are determined on an ICB.

   2. Categories of Custom Requests
      1. USWLD shall identify the category of Custom Request required. Categories of Custom Request are described below:
         1. Preauthorized Development Only - provide evaluation and begin development work.

         2. Preauthorized Development and Implementation - provide evaluation, development and implementation activities.

         3. Detailed Time and Cost - provide detailed evaluation based upon the appropriate technical specifications provided by USWLD to USWC; no development or implementation activities initiated by USWC.

         4. Order of Magnitude - provide high-level evaluation, no development or implementation activities initiated by USWC.

      2. In cases where USWLD categorizes a Custom Request as (i) Preauthorized Development Only, (ii) Preauthorized Development and Implementation, or (iii) Detailed Time and Cost as set forth above, USWC shall complete its quotation of a time and cost estimate and forward to USWLD within twenty (20) Business Days. This time and cost estimate shall include the approximate number of Custom Request hours necessary for the request and the estimated dollar amount associated with the implementation or completion of the Custom Request. Implementation time shall be set in accordance with USWC's scheduling process for major system releases.
         1. Requests which USWC considers to be too complex for a twenty (20) Business Day response, or for requests not accompanied by all appropriate items specified in C.1, USWC shall notify USWLD within fifteen (15) Business Days that the stated requirement cannot be met and that a new response date shall be negotiated. Any revisions provided by USWLD to a Custom Request shall be treated as a new request.
      3. In cases where USWLD categorizes a Custom Request as an Order of Magnitude, as set forth above, USWC shall complete its quotation of a time and cost estimate and forward it to USWLD. The time for quotation will be determined on an ICB. USWC will make best efforts to provide a quotation within twenty (20) Business Days. Such quotation is not binding. Once the quotation is submitted to USWLD the Custom Request is considered complete.
   3. Custom Request Responses
      1. When initiating a request, USWLD shall include, as appropriate, the following information needed by USWC to develop a response:
         1. Detailed Billing Specifications

         2. Tariff
            1. Illustrative Tariff
            2. Approved Tariff

         3. Methods and Procedures

         4. Journal Account Codes

         5. End User Bill Specifications

         6. Testing Requirements

         7. Live Bill Sample

         8. Edits

         9. Other (e.g., Service Order requirements, mechanized returns, error disposition).

      2. USWC will notify USWLD within five business days if any of the information described in C.1 above is incomplete. The timeframes for response as specified in Section B for providing Custom Request will begin after USWC has received all the information to complete the response or after closure of all outstanding issues, whichever is later.

      3. During technical review of the Custom Request, USWC may need clarification of the requirement. If clarifications become issues, the Parties will reach mutual agreement on closure of such issues.

      4. In the event that USWLD fails to provide an approved Tariff, if applicable and in accordance with C.1 above, USWC assumes no responsibility for any billing errors resulting from differences between the billing specifications and the approved Tariff. USWLD agrees to indemnify and hold harmless USWC for any loss, cost, claim, liability or damage expense resulting from such billing errors.

      5. USWC responses to Custom Requests will include a detailed breakdown of Program Development charges associated with implementing USWLD's Custom Requests and applicable recurring charges. Program Development may include, but is not limited to, definition, design, machine time - CPU, miscellaneous hardware, project lead/meeting/management time, occupational time, consultation, documentation, application coding, programming, testing, system analysis, installation, development of methods and procedures, training and other functions related to software development.

   4. Authorization
      1. USWLD shall notify USWC within thirty (30) business days from the date of USWC's response that the Custom Response is authorized or rejected. No further communication is required on a rejected request. When USWLD fails to notify USWC within thirty (30) business days, the response will be considered void by USWC.

      2. USWC shall return a confirmation notice to USWLD within ten business days of receipt of the USWLD written authorization. Any changes made by USWLD in its authorization of USWC's response shall be treated as a revised request subject to re-evaluation by USWC.

      3. Custom responses authorized by USWLD and thereafter suspended by USWLD before development or implementation is completed shall remain valid and binding for six months from the date of receipt by USWC of USWLD's authorization.

      4. USWLD shall re-negotiate an Implementation Date within ten business days with USWC for any Custom Request which has been authorized by USWLD but which USWLD suspends after development work is completed. In addition to the Custom Request costs authorized by USWLD, expenses incurred to maintain the requested changes for each release shall be billed to USWLD on an ICB; provided, however, such changes shall be maintained only upon mutual agreement between the Parties and as authorized by USWLD. If USWLD does not agree to maintain the requested changes and subsequently requests to implement such Custom Request, USWLD will be responsible for the additional costs associated with implementation.

   5. Testing And Acceptance

      USWC shall make its resources available to cooperatively test the Custom Request with USWLD as specified in the Detailed Time and Cost estimate. The criteria for testing and acceptance and the test plan will be mutually agreed to by both Parties as defined in the specification document. In the event the Custom Request does not conform to the agreed upon criteria, USWLD shall notify USWC in writing and USWC shall take appropriate corrective action as soon as reasonable and practical and allow USWLD to test the Custom Request again. In such event, the acceptance date shall be mutually agreed upon by the Parties.

   6. Implementation
      1. The Implementation Date is the date upon which a Custom Request is released by USWC for production. The Custom Request will be effective on the day following implementation.

      2. Both Parties, prior to implementation, agree to sign a definition document developed by USWC for all Custom Requests over $50,000.

      3. For any Custom Request, USWLD may request that USWC provide validation/verification documentation to USWLD that demonstrates the implementation of a Custom Request by USWC.
         1. Customer bill sample - If requested, USWC agrees to provide an End User bill sample to USWLD following implementation of the requested change. The End User bill sample shall be provided after the first billing cycle in which a USWLD End User may be affect by the implementation but in no case later than forty-five (45) business days following the Implementation Date. In the case where USWLD requests an End User bill sample and USWC believes that so few USWLD End Users would be affected by the implementation as to make the production of an End User bill sample for USWLD burdensome or time consuming, USWC shall notify USWLD of the problems that would be presented in producing the End User bill sample. USWLD and USWC may agree on a means other than an End User bill sample for demonstrating that implementation of the Custom Request conforms to USWLD's specifications. USWC shall provide the alternative validation/verification documentation after the first billing cycle in which a USWLD End User bill may be affect by the implementation but in no case later than fifteen (15) business days following the Implementation Date.

         2. Other validation/verification documentation - USWLD shall specify other documentation to be provided by USWC that shall demonstrate implementation of USWLD Custom Requests. USWC shall not unreasonably withhold its agreement to provide other documentation according to USWLD's specifications.

      4. USWC shall notify USWLD if USWC is unable to implement a Custom Request in the timeframe indicated in the accepted response. USWC agrees to employ best efforts to provide verbal notification within one business day after the agreed upon Implementation Date. In the event USWC fails to implement in the timeframe indicated in the accepted response, USWC agrees to extend its best efforts to implement the Custom Request immediately. USWC shall notify USWLD of the expected Implementation Date and USWC shall assume responsibility for any additional USWC Program Development and associated costs that may be required as a result of USWC's failure to meet the initial implementation timeframe.
         1. If USWC fails to meet a committed Implementation Date on any rate level change or rate restructure within two business days of the committed Implementation Date, USWC and USWLD shall mutually agree on procedures for backbilling USWLD's End Users for non-recurring and recurring charges, if applicable, for End User notification requirements, if applicable, and on the method(s) to be used to correct any toll usage affected by the missed Implementation Date.

      5. When a Custom Request requires an Implementation Date sooner than USWC can meet, USWLD shall assume the responsibility for any additional costs that may be required as a result of the failure to meet the request effective date.

   7. Quarterly Based Payment Plan

      The Quarterly Based Payment Plan applies only to work performed by USWC or USWC's vendors under contract. Quarterly Based Payment is not applicable to work performed by AMDOCS.

      1. Time and Cost Process ("T&C")
         1. USWLD will pay for work actually performed rather than the charges stated on the T&C estimate.

         2. All T&C estimates will be reviewed with USWLD to ensure that USWLD understands the number of hours associated with services provided for each subsystem. USWLD will approve and sign-off on the T&C prior to the commencement of coding for subsystems. USWC will adhere to the delivery schedule as mutually agreed based on the T&C estimates.

         3. All actual costs of a project will be tracked to ensure that the number of hours does not exceed the T&C estimate.

         4. If while tracking actual costs spent for enhancements, it appears that the original estimated costs will be exceeded, then USWC and USWLD will negotiate additional funding.

         5. This process will apply to all projects, regardless of the size of the project.

         6. Regular meetings between USWC and USWLD will be held to review the amount being billed and work being performed on behalf of USWLD.

      2. USWLD Responsibilities

         To facilitate the implementation of a project, USWLD must ensure that USWC has current, accurate information. Prior to USWC agreeing to any delivery-based payment, USWLD must agree to the following listed responsibilities. If any of these responsibilities are not met by USWLD, USWC will not be subject to any potential penalties associated with the project. USWC will provide USWLD a formal notification when USWLD has not met a responsibility.

         A mutually agreed time-line will be established for each project which will state specific dates from which USWLD can measure its effectiveness in meeting its responsibilities.

         1. Outstanding questions and issues must be resolved by negotiated dates.

         2. Strategic issues must be resolved within the mutually agreed time frames.

         3. Assumptions must be validated within the mutually agreed time frames.

         4. USWLD's contracted vendors must deliver test tapes, information and other media to USWC on designated dates.

         5. When requirements are changed after sign-off of the T&C, the changes must follow the change management process.

         6. The Change Management Process must be thoroughly documented and mutually agreed upon by USWC and USWLD.

         7. A time line will be established for each project which will state the specific dates upon which agreement and signature authorization are required for work to proceed to the subsequent phase.

      3. Project Status Indicators
         1. Red, yellow or green status will be identified on the Official Project Status Report for that particular project. Should agreement not be reached on placing a project in red status, project status will be escalated until agreement is reached.

         2. Green status indicates development efforts are proceeding as scheduled.

         3. Yellow Status may indicate a delay in interim deliverables, but the overall project may still be on schedule. There is risk, however, that scheduled dates may be overrun.
            1. The issues causing the Yellow Status will be clearly defined and documented by the party initiating the Yellow Status. A mutually agreeable action plan will be developed and executed to address each issue causing Yellow Status.

            2. If Yellow Status issues are not resolved and begin to jeopardize the overall project deliverables, the issues progress to Red Status.

         4. Red Status is an indication of severe trouble for any given project. Red Status may be caused or initiated by either party and may include, but is not limited to, unresolved issues causing development to cease, inadequate resources, or development effort is more than 40% behind timeline or budge estimates.
            1. Red Status issues are escalated to the appropriate level. The parties will identify unresolved issues and refine and execute a new action plan. Resolution progress will be actively monitored.

         5. Project status may be initiated by either party. Movement of the project to a more severe status level will not occur without twenty-four (24) hours prior written notification. Movement to a less severe status may occur immediately upon issue resolution.

      4. USWLD Billing (B&C Invoice)
         1. Billing to USWLD will occur every quarter, beginning March, 1997.

         2. The months in which billing will occur are March, June, September and December.

         3. Billing will include actual charges for all work completed prior to the month in which the quarter ends, with the exception of December. For example: All work completed through the end of February will be bill in March. Regardless of project status, December bills will include an estimate of work to be completed through the end of that year. A true-up for work performed will be conducted in January of the following year.

         4. d.1 If a project is in red status due to USWLD's failure to perform its responsibilities, billing will proceed.

            d.2 If, however, a project is in "red status" at the time of billing due to USWC's performance, no billing will occur until the project returns to either "yellow" or "green" status.

         5. In the event USWC is performing work for multiple projects concurrently, all projects will be billed with the exception of any project in red status. Red status projects will be billed only upon returning to yellow or green status.
         6. Billing for projects completed in less than one month's time will be issued at the next prescribed quarterly billing.
         7. If U S WEST Technologies determines that performance of work requires the hiring of contract labor at higher than normal hourly rates, USWLD agrees to reimburse USWC at that higher labor rate plus any administrative fees not to exceed 10%.
      ATTACHMENT 1

      Examples of ICB Custom Requests

      Custom Requests will be handled on an ICB. These Custom Requests include, but are not limited to, the following:

      1. Mechanized adjustments other than category 41 records
      2. Bill format changes
      3. Mechanized feeds between USWC and USWLD (or related vendors): Establish/modify/discontinue
      4. Specialized services and products (unregulated)
      5. 900 Pay Per Call Services
      6. Data retention requirements/changes
      7. Other LEC billing (IC0)
      8. Reports (new, modify, or discontinue)
      9. Contingency recording (Back-up recording)
      10. Modification of internal USWC Methods & Procedures
      11. EMI modules (new, modify, or discontinue)
      12. PUC/FTC/FCC mandates which result in billing enhancements
      13. Rate restructures
      14. Market Messages
      15. New or modifications to existing EMI category, group, or record types
      16. Edit changes
      17. Tax/surcharge changes - flow through Taxes/surcharges only
      18. Establishment of new billing entities (pseudo or otherwise)
      19. System Conversions

1. For purposes of this Section, the term "messages" shall include EMI detail and/or non-detail debit records, EMI detail and/or non-detail pre billing credit records, as well as, EMI detail and/or non-detail post billing adjustment records.
   1. Message Bill Processing shall be provided only if USWLD purchases Bill Rendering. Message Bill Processing charges apply on a per message basis, by state, on a monthly basis The rate of $.0250 will be applied when USWLD submits an average of 1-14.49 messages per bill in each state. The rate of $.0175 will apply when USWLD submits an average of 14.5 or more messages per bill in each state. At the end of each month, USWC will take a composite average of messages per bill and will determine the applicable rate described above.

   2. Bill Rendering charges are applied on a per bill basis.

2. When rated message detail is data-transmitted to or received from an exchange telephone company or USWLD location a charge for the transmission (Exhibit C, VI) applies in addition to the applicable charge for Message Rating (Exhibit C, II.A or B).

3. When rated message detail is entered on magnetic tape to be provided to USWLD, the per tape charge (Exhibit C, VI) applies for each tape in addition to the applicable charge for Message Rating (Exhibit C, II.A or B).

4. USWC shall perform Limited Inquiry Service pursuant to its Inquiry Guidelines. The rate for Limited Inquiry Service is applied on a per message billed basis.

5. USWC will apply a Dispute Handling Service charge for each EC Memorandum in excess of the threshold set forth above.

6. USWC shall perform collection services pursuant to its current treatment and collection procedures as described in Exhibit E.

7. Customized billing charges will be determined on an ICB.