# Peering Agreement

                        DIGIUM GENERAL PEERING AGREEMENT (TM)
                          Version 1.0.0, September 2004
     Copyright (C) 2004 Digium, Inc.
                    445 Jan Davis Drive, Huntsville, AL 35806 USA

     Everyone is permitted to copy and distribute complete verbatim copies
     of this General Peering Agreement provided it is not modified in any
     manner.

            ------------------------------------------------------

                        DIGIUM GENERAL PEERING AGREEMENT

                                    PREAMBLE

      For most of the history of telecommunications, the power of being able
    to locate and communicate with another person in a system, be it across
    a hall or around the world, has always centered around a centralized
    authority -- from a local PBX administrator to regional and national
    RBOCs, generally requiring fees, taxes or regulation.  By contrast,
    DUNDi is a technology developed to provide users the freedom to
    communicate with each other without the necessity of any centralized
    authority.  This General Peering Agreement ("GPA") is used by individual
    parties (each, a "Participant") to allow them to build the E164 trust
    group for the DUNDi protocol.

      To protect the usefulness of the E164 trust group for those who use
    it, while keeping the system wholly decentralized, it is necessary to
    replace many of the responsibilities generally afforded to a company or
    government agency, with a set of responsibilities implemented by the
    parties who use the system, themselves.  It is the goal of this document
    to provide all the protections necessary to keep the DUNDi E164 trust
    group useful and reliable.

      The Participants wish to protect competition, promote innovation and
    value added services and make this service valuable both commercially
    and non-commercially.  To that end, this GPA provides special terms and
    conditions outlining some permissible and non-permissible revenue
    sources.

      This GPA is independent of any software license or other license
    agreement for a program or technology employing the DUNDi protocol.  For
    example, the implementation of DUNDi used by Asterisk is covered under a
    separate license.  Each Participant is responsible for compliance with
    any licenses or other agreements governing use of such program or
    technology that they use to peer.

      You do not have to execute this GPA to use a program or technology
    employing the DUNDi protocol, however if you do not execute this GPA,
    you will not be able to peer using DUNDi and the E164 context with
    anyone who is a member of the trust group by virtue of their having
    executed this GPA with another member.

    The parties to this GPA agree as follows:

      0. DEFINITIONS.  As used herein, certain terms shall be defined as
    follows:

        (a) The term "DUNDi" means the DUNDi protocol as published by
            Digium, Inc. or its successor in interest with respect to the
            DUNDi protocol specification.

        (b) The terms "E.164" and "E164" mean ITU-T specification E.164 as
            published by the International Telecommunications Union (ITU) in
            May, 1997.

        (c) The term "Service" refers to any communication facility (e.g.,
            telephone, fax, modem, etc.), identified by an E.164-compatible
            number, and assigned by the appropriate authority in that
            jurisdiction.

        (d) The term "Egress Gateway" refers an Internet facility that
            provides a communications path to a Service or Services that may
            not be directly addressable via the Internet.

        (e) The term "Route" refers to an Internet address, policies, and
            other characteristics defined by the DUNDi protocol and
            associated with the Service, or the Egress Gateway which
            provides access to the specified Service.

        (f) The term "Propagate" means to accept or transmit Service and/or
            Egress Gateway Routes only using the DUNDi protocol and the
            DUNDi context "e164" without regard to case, and does not apply
            to the exchange of information using any other protocol or
            context.

        (g) The term "Peering System" means the network of systems that
            Propagate Routes.

        (h) The term "Subscriber" means the owner of, or someone who
            contracts to receive, the services identified by an E.164
            number.

        (i) The term "Authorizing Individual" means the Subscriber to a
            number who has authorized a Participant to provide Routes
            regarding their services via this Peering System.

        (j) The term "Route Authority" refers to a Participant that provides
            an original source of said Route within the Peering System.
            Routes are propagated from the Route Authorities through the
            Peering System and may be cached at intermediate points.  There
            may be multiple Route Authorities for any Service.

        (k) The term "Participant" (introduced above) refers to any member
            of the Peering System.

        (l) The term "Service Provider" refers to the carrier (e.g.,
            exchange carrier, Internet Telephony Service Provider, or other
            reseller) that provides communication facilities for a
            particular Service to a Subscriber, Customer or other End User.

        (m) The term "Weight" refers to a numeric quality assigned to a
            Route as per the DUNDi protocol specification.  The current
            Weight definitions are shown in Exhibit A.

      1. PEERING. The undersigned Participants agree to Propagate Routes
    with each other and any other member of the Peering System and further
    agree not to Propagate DUNDi Routes with a third party unless they have
    first have executed this GPA (in its unmodified form) with such third
    party.  The Participants further agree only to Propagate Routes with
    Participants whom they reasonably believe to be honoring the terms of
    the GPA.  Participants may not insert, remove, amend, or otherwise
    modify any of the terms of the GPA.

      2. ACCEPTABLE USE POLICY.  The DUNDi protocol contains information
    that reflect a Subscriber's or Egress Gateway's decisions to receive
    calls.  In addition to the terms and conditions set forth in this GPA,
    the Participants agree to honor the intent of restrictions encoded in
    the DUNDi protocol.  To that end, Participants agree to the following:

        (a) A Participant may not utilize or permit the utilization of
            Routes for which the Subscriber or Egress Gateway provider has
            indicated that they do not wish to receive "Unsolicited Calls"
            for the purpose of making an unsolicited phone call on behalf of
            any party or organization.

        (b) A Participant may not utilize or permit the utilization of
            Routes which have indicated that they do not wish to receive
            "Unsolicited Commercial Calls" for the purpose of making an
            unsolicited phone call on behalf of a commercial organization.

        (c) A Participant may never utilize or permit the utilization of any
            DUNDi route for the purpose of making harassing phone calls.

        (d) A Party may not utilize or permit the utilization of DUNDi
            provided Routes for any systematic or random calling of numbers
            (e.g., for the purpose of locating facsimile, modem services, or
            systematic telemarketing).

        (e) Initial control signaling for all communication sessions that
            utilize Routes obtained from the Peering System must be sent
            from a member of the Peering System to the Service or Egress
            Gateway identified in the selected Route.  For example, 'SIP
            INVITES' and IAX2 "NEW" commands must be sent from the
            requesting DUNDi node to the terminating Service.

        (f) A Participant may not disclose any specific Route, Service or
            Participant contact information obtained from the Peering System
            to any party outside of the Peering System except as a
            by-product of facilitating communication in accordance with
            section 2e (e.g., phone books or other databases may not be
            published, but the Internet addresses of the Egress Gateway or
            Service does not need to be obfuscated.)

        (g) The DUNDi Protocol requires that each Participant include valid
            contact information about itself (including information about
            nodes connected to each Participant).  Participants may use or
            disclose the contact information only to ensure enforcement of
            legal furtherance of this Agreement.

      3. ROUTES. The Participants shall only propagate valid Routes, as
    defined herein, through the Peering System, regardless of the original
    source.  The Participants may only provide Routes as set forth below,
    and then only if such Participant has no good faith reason to believe
    such Route to be invalid or unauthorized.

        (a) A Participant may provide Routes if each Route has as its
            original source another member of the Peering System who has
            duly executed the GPA and such Routes are provided in accordance
            with this Agreement; provided that the Routes are not modified
            (e.g., with regards to existence, destination, technology or
            Weight); or

        (b) A Participant may provide Routes for Services with any Weight
            for which it is the Subscriber; or

        (c) A Participant may provide Routes for those Services whose
            Subscriber has authorized the Participant to do so, provided
            that the Participant is able to confirm that the Authorizing
            Individual is the Subscriber through:

                i. a written statement of ownership from the Authorizing
                   Individual, which the Participant believes in good faith
                   to be accurate (e.g., a phone bill with the name of the
                   Authorizing Individual and the number in question); or

               ii. the Participant's own direct personal knowledge that the
                   Authorizing Individual is the Subscriber.

        (d) A Participant may provide Routes for Services, with Weight in
            accordance with the Current DUNDi Specification, if it can in
            good faith provide an Egress Gateway to that Service on the
            traditional telephone network without cost to the calling party.

      4. REVOCATION. A Participant must provide a free, easily accessible
    mechanism by which a Subscriber may revoke permission to act as a Route
    Authority for his Service.  A Participant must stop acting as a Route
    Authority for that Service within 7 days after:

        (a) receipt of a revocation request;

        (b) receiving other notice that the Service is no longer valid; or

        (c) determination that the Subscriber's information is no longer
            accurate (including that the Subscriber is no longer the service
            owner or the service owner's authorized delegate).

      5. SERVICE FEES. A Participant may charge a fee to act as a Route
    Authority for a Service, with any Weight, provided that no Participant
    may charge a fee to propagate the Route received through the Peering
    System.

      6. TOLL SERVICES. No Participant may provide Routes for any Services
    that require payment from the calling party or their customer for
    communication with the Service.  Nothing in this section shall prohibit
    a Participant from providing routes for Services where the calling party
    may later enter into a financial transaction with the called party
    (e.g., a Participant may provide Routes for calling cards services).

      7. QUALITY. A Participant may not intentionally impair communication
    using a Route provided to the Peering System (e.g. by adding delay,
    advertisements, reduced quality).  If for any reason a Participant is
    unable to deliver a call via a Route provided to the Peering System,
    that Participant shall return out-of-band Network Congestion
    notification (e.g. "503 Service Unavailable" with SIP protocol or
    "CONGESTION" with IAX protocol).

      8. PROTOCOL COMPLIANCE.  Participants agree to Propagate Routes in
    strict compliance with current DUNDi protocol specifications.

      9. ADMINISTRATIVE FEES. A Participant may charge (but is not required
    to charge) another Participant a reasonable fee to cover administrative
    expenses incurred in the execution of this Agreement.  A Participant may
    not charge any fee to continue the relationship or to provide Routes to
    another Participant in the Peering System.

      10. CALLER IDENTIFICATION. A Participant will make a good faith effort
    to ensure the accuracy and appropriate nature of any caller
    identification that it transmits via any Route obtained from the Peering
    System. Caller identification shall at least be provided as a valid
    E.164 number.

      11. COMPLIANCE WITH LAWS.  The Participants are solely responsible for
    determining to what extent, if any, the obligations set forth in this
    GPA conflict with any laws or regulations their region.  A Participant
    may not provide any service or otherwise use DUNDi under this GPA if
    doing so is prohibited by law or regulation, or if any law or regulation
    imposes requirements on the Participant that are inconsistent with the
    terms of this GPA or the Acceptable Use Policy.

      12. WARRANTY. EACH PARTICIPANT WARRANTS TO THE OTHER PARTICIPANTS THAT
    IT MADE, AND WILL CONTINUE TO MAKE, A GOOD FAITH EFFORT TO AUTHENTICATE
    OTHERS IN THE PEERING SYSTEM AND TO PROVIDE ACCURATE INFORMATION IN
    ACCORDANCE WITH THE TERMS OF THIS GPA.  THIS WARRANTY IS MADE BETWEEN
    THE PARTICIPANTS, AND THE PARTICIPANTS MAY NOT EXTEND THIS WARRANTY TO
    ANY NON-PARTICIPANT INCLUDING END-USERS.

      13. DISCLAIMER OF WARRANTIES. THE PARTICIPANTS UNDERSTAND AND AGREE
    THAT ANY SERVICE PROVIDED AS A RESULT OF THIS GPA IS "AS IS." EXCEPT FOR
    THOSE WARRANTIES OTHERWISE EXPRESSLY SET FORTH HEREIN, THE PARTICIPANTS
    DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE,
    EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITIES OF THE
    SERVICES PROVIDED HEREUNDER, AND SPECIFICALLY DISCLAIM ANY
    REPRESENTATION OR WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS
    FOR A PARTICULAR PURPOSE OR AS TO THE CONDITION OR WORKMANSHIP THEREOF,
    OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT,
    INCLUDING ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR
    TRADE PRACTICE.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PARTICIPANTS
    EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT THE PEERING
    SERVICE WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE, THAT ANY DATA
    SHARED OR OTHERWISE MADE AVAILABLE WILL BE ACCURATE OR COMPLETE OR
    OTHERWISE COMPLETELY SECURE FROM UNAUTHORIZED ACCESS.

      14. LIMITATION OF LIABILITIES.  NO PARTICIPANT SHALL BE LIABLE TO ANY
    OTHER PARTICIPANT FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL,
    PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR
    PROFITS, LOSS OF BUSINESS OR LOSS OF DATA) IN ANY WAY RELATED TO THIS
    GPA, WHETHER IN CONTRACT OR IN TORT, REGARDLESS OF WHETHER SUCH
    PARTICIPANT WAS ADVISED OF THE POSSIBILITY THEREOF.

      15. END-USER AGREEMENTS.  The Participants may independently enter
    into agreements with end-users to provide certain services (e.g., fees
    to a Subscriber to originate Routes for that Service).  To the extent
    that provision of these services employs the Peering System, the Parties
    will include in their agreements with their end-users terms and
    conditions consistent with the terms of this GPA with respect to the
    exclusion of warranties, limitation of liability and Acceptable Use
    Policy.  In no event may a Participant extend the warranty described in
    Section 12 in this GPA to any end-users.

      16. INDEMNIFICATION.  Each Participant agrees to defend, indemnify and
    hold harmless the other Participant or third-party beneficiaries to this
    GPA (including their affiliates, successors, assigns, agents and
    representatives and their respective officers, directors and employees)
    from and against any and all actions, suits, proceedings,
    investigations, demands, claims, judgments, liabilities, obligations,
    liens, losses, damages, expenses (including, without limitation,
    attorneys' fees) and any other fees arising out of or relating to (i)
    personal injury or property damage caused by that Participant, its
    employees, agents, servants, or other representatives; (ii) any act or
    omission by the Participant, its employees, agents, servants or other
    representatives, including, but not limited to, unauthorized
    representations or warranties made by the Participant; or (iii) any
    breach by the Participant of any of the terms or conditions of this GPA.

      17. THIRD PARTY BENEFICIARIES. This GPA is intended to benefit those
    Participants who have executed the GPA and who are in the Peering
    System. It is the intent of the Parties to this GPA to give to those
    Participants who are in the Peering System standing to bring any
    necessary legal action to enforce the terms of this GPA.

      18. TERMINATION. Any Participant may terminate this GPA at any time,
    with or without cause.  A Participant that terminates must immediately
    cease to Propagate.

      19. CHOICE OF LAW. This GPA and the rights and duties of the Parties
    hereto shall be construed and determined in accordance with the internal
    laws of the State of New York, United States of America, without regard
    to its conflict of laws principles and without application of the United
    Nations Convention on Contracts for the International Sale of Goods.

      20. DISPUTE RESOLUTION. Unless otherwise agreed in writing, the
    exclusive procedure for handling disputes shall be as set forth herein.
    Notwithstanding such procedures, any Participant may, at any time, seek
    injunctive relief in addition to the process described below.

        (a) Prior to mediation or arbitration the disputing Participants
            shall seek informal resolution of disputes. The process shall be
            initiated with written notice of one Participant to the other
            describing the dispute with reasonable particularity followed
            with a written response within ten (10) days of receipt of
            notice. Each Participant shall promptly designate an executive
            with requisite authority to resolve the dispute.  The informal
            procedure shall commence within ten (10) days of the date of
            response. All reasonable requests for non-privileged information
            reasonably related to the dispute shall be honored. If the
            dispute is not resolved within thirty (30) days of commencement
            of the procedure either Participant may proceed to mediation or
            arbitration pursuant to the rules set forth in (b) or (c) below.

        (b) If the dispute has not been resolved pursuant to (a) above or,
            if the disputing Participants fail to commence informal dispute
            resolution pursuant to (a) above, either Participant may, in
            writing and within twenty (20) days of the response date noted
            in (a) above, ask the other Participant to participate in a one
            (1) day mediation with an impartial mediator, and the other
            Participant shall do so. Each Participant will bear its own
            expenses and an equal share of the fees of the mediator.  If the
            mediation is not successful the Participants may proceed with
            arbitration pursuant to (c) below.

        (c) If the dispute has not been resolved pursuant to (a) or (b)
            above, the dispute shall be promptly referred, no later than one
            (1) year from the date of original notice and subject to
            applicable statute of limitations, to binding arbitration in
            accordance with the UNCITRAL Arbitration Rules in effect on the
            date of this contract.  The appointing authority shall be the
            International Centre for Dispute Resolution. The case shall be
            administered by the International Centre for Dispute Resolution
            under its Procedures for Cases under the UNCITRAL Arbitration
            Rules.  Each Participant shall bear its own expenses and shall
            share equally in fees of the arbitrator. All arbitrators shall
            have substantial experience in information technology and/or in
            the telecommunications business and shall be selected by the
            disputing participants in accordance with UNCITRAL Arbitration
            Rules. If any arbitrator, once selected is unable or unwilling
            to continue for any reason, replacement shall be filled via the
            process described above and a re-hearing shall be conducted. The
            disputing Participants will provide each other with all
            requested documents and records reasonably related to the
            dispute in a manner that will minimize the expense and
            inconvenience of both parties. Discovery will not include
            depositions or interrogatories except as the arbitrators
            expressly allow upon a showing of need. If disputes arise
            concerning discovery requests, the arbitrators shall have sole
            and complete discretion to resolve the disputes. The parties and
            arbitrator shall be guided in resolving discovery disputes by
            the Federal Rules of Civil Procedure. The Participants agree
            that time of the essence principles shall guide the hearing and
            that the arbitrator shall have the right and authority to issue
            monetary sanctions in the event of unreasonable delay. The
            arbitrator shall deliver a written opinion setting forth
            findings of fact and the rationale for the award within thirty
            (30) days following conclusion of the hearing. The award of the
            arbitrator, which may include legal and equitable relief, but
            which may not include punitive damages, will be final and
            binding upon the disputing Participants, and judgment may be
            entered upon it in accordance with applicable law in any court
            having jurisdiction thereof.  In addition to award the
            arbitrator shall have the discretion to award the prevailing
            Participant all or part of its attorneys' fees and costs,
            including fees associated with arbitrator, if the arbitrator
            determines that the positions taken by the other Participant on
            material issues of the dispute were without substantial
            foundation. Any conflict between the UNCITRAL Arbitration Rules
            and the provisions of this GPA shall be controlled by this GPA.

      21. INTEGRATED AGREEMENT. This GPA, constitutes the complete
    integrated agreement between the parties concerning the subject matter
    hereof.  All prior and contemporaneous agreements, understandings,
    negotiations or representations, whether oral or in writing, relating to
    the subject matter of this GPA are superseded and canceled in their
    entirety.

      22. WAIVER. No waiver of any of the provisions of this GPA shall be
    deemed or shall constitute a waiver of any other provision of this GPA,
    whether or not similar, nor shall such waiver constitute a continuing
    waiver unless otherwise expressly so provided in writing.  The failure
    of either party to enforce at any time any of the provisions of this
    GPA, or the failure to require at any time performance by either party
    of any of the provisions of this GPA, shall in no way be construed to be
    a present or future waiver of such provisions, nor in any way affect the
    ability of a Participant to enforce each and every such provision
    thereafter.

      23. INDEPENDENT CONTRACTORS. Nothing in this GPA shall make the
    Parties partners, joint venturers, or otherwise associated in or with
    the business of the other.  Parties are, and shall always remain,
    independent contractors.  No Participant shall be liable for any debts,
    accounts, obligations, or other liabilities of the other Participant,
    its agents or employees.  No party is authorized to incur debts or other
    obligations of any kind on the part of or as agent for the other.  This
    GPA is not a franchise agreement and does not create a franchise
    relationship between the parties, and if any provision of this GPA is
    deemed to create a franchise between the parties, then this GPA shall
    automatically terminate.

      24. CAPTIONS AND HEADINGS. The captions and headings used in this GPA
    are used for convenience only and are not to be given any legal effect.

      25. EXECUTION. This GPA may be executed in counterparts, each of which
    so executed will be deemed to be an original and such counterparts
    together will constitute one and the same Agreement.  The Parties shall
    transmit to each other a signed copy of the GPA by any means that
    faithfully reproduces the GPA along with the Signature.  For purposes of
    this GPA, the term "signature" shall include digital signatures as
    defined by the jurisdiction of the Participant signing the GPA.

                             Exhibit A

    Weight Range            Requirements

    0-99                    May only be used under authorization of Owner

    100-199                 May only be used by the Owner's service
                            provider, regardless of authorization.

    200-299                 Reserved -- do not use for e164 context.

    300-399                 May only be used by the owner of the code under
                            which the Owner's number is a part of.

    400-499                 May be used by any entity providing access via
                            direct connectivity to the Public Switched
                            Telephone Network.

    500-599	                May be used by any entity providing access via
                            indirect connectivity to the Public Switched
                            Telephone Network (e.g. Via another VoIP
                            provider)

    600-                    Reserved-- do not use for e164 context.

                     Participant                         Participant

    Company:

    Address:

    Email:

              _________________________           _________________________
              Authorized Signature                Authorized Signature

    Name:

    END OF GENERAL PEERING AGREEMENT

    ------------------------------------------------

    How to Peer using this GPA If you wish to exchange routing information
    with parties using the e164 DUNDi context, all you must do is execute
    this GPA with any member of the Peering System and you will become a
    member of the Peering System and be able to make Routes available in
    accordance with this GPA.

    DUNDi, IAX, Asterisk and GPA are trademarks of Digium, Inc.