Common use of THE NETWORKS AND QUALITY OF SERVICE STANDARDS Clause in Contracts

THE NETWORKS AND QUALITY OF SERVICE STANDARDS. 2.1. SAVVIS agrees to use the Acquired Network Facilities to provide (or to cause the SAVVIS Subsidiaries to provide) to Bridge and the Bridge Subsidiaries the following managed packet-data transport networks, including the operation, management and maintenance thereof: (a) a global office-automation network, providing connectivity between the offices of Bridge (the "OA NETWORK"), (b) a global data collection network (the "COLLECTION NETWORK") and (c) a global data distribution network (the "DISTRIBUTION NETWORK"), which shall be referred to in this Agreement collectively as the "NETWORKS" and individually as a "NETWORK." 2.2. Each Network shall be operated, managed and maintained by SAVVIS. SAVVIS may, but shall not be obligated to, use facilities of SAVVIS other than the Acquired Network Facilities to provide all or any part of any Network. Beginning on the first anniversary of the Effective Date and thereafter, each Network shall be operated, managed and maintained by SAVVIS according to the Quality of Service Standards set forth in Schedule 2.2 hereof, and SAVVIS shall be responsible for monitoring the performance of the Networks with respect to the Quality of Service Standards and shall provide Bridge with monthly reports of such performance. If the Quality of Service Standards are not met with respect to a particular Installation Site in any month, Bridge shall be entitled to receive, upon written request by Bridge within 30 days of its receipt of the performance report for such Installation Site for such month, a credit in the amount set forth on Schedule 2.2 attached hereto, which amount shall be deemed to be one month's charges applicable to such Installation Site under this Agreement with respect to such month; provided, however, that Bridge shall not be entitled to such credit to the extent that the failure to meet the Quality of Service Standards with respect to such Installation Site is due to (i) an act or omission of Bridge or a Bridge Subsidiary or a vendor or customer of Bridge or a Bridge Subsidiary or (ii) equipment or software used by Bridge and not provided by SAVVIS. Not more than one credit of one month's charges shall be given for a particular Installation Site for a particular month. The Quality of Service Standards shall not apply to the provision of Local Access Facilities in countries in which the products and services of Bridge and Bridge Subsidiaries are provided through third-party distributors. For all purposes of this Agreement, including without limitation the determination of an Event of Default by SAVVIS, the Quality of Service Standards applicable to a particular Installation Site in any month shall be deemed to have been met unless Bridge, within 30 days of its receipt of the performance report for such Installation Site for such month, requests in writing a credit as set forth above with respect to such Installation Site for such month. 2.3. SAVVIS agrees that, for the term of this Agreement, the network operations centers for the Networks shall be managed by Bridge under the Technical Services Agreement; provided, however, that SAVVIS shall not be restricted from building, managing and operating one or more network operations for such portions of the SAVVIS Backbone or other operations of SAVVIS that are not used to provide the Networks to Bridge. 2.4. [Intentionally omitted.] 2.5. In providing Additional Network Facilities, SAVVIS agrees to use its best efforts to expedite the provisioning of the circuits for such Additional Network Facilities in those instances in which SAVVIS is responsible for provisioning such circuits, and to use its best efforts to avoid single points of failure in the engineering design of such Additional Network Facilities, consistent with the level of redundancy specified in the applicable Addendum. 2.6. Throughout the term of this Agreement, SAVVIS shall use its reasonable best efforts to continue to meet the requests of Bridge to enhance the total capacity, geographic extension and performance quality of the Networks, and to maintain its research and development effort at a level appropriate to sustain the ability of Bridge to compete on the basis of the quality of the Networks. 2.7. The parties acknowledge that SAVVIS intends to replace certain existing routers among the Acquired Network Facilities (the "REPLACED ROUTERS") with new equipment promptly after the Effective Date. It is the intention of the parties that the Replaced Routers will be re-deployed at Installation Sites at which one or more 56 Kbps ports or 64 Kbps ports will be provided by SAVVIS using Additional Network Facilities as set forth in Section 3.1 hereof. SAVVIS agrees to manage the use of its inventory of routers in order to re-deploy the maximum number of Replaced Routers as is commercially reasonable. So long as Replaced Routers are available for re-deployment during the 18 months following the Effective Date, SAVVIS agrees not to make any bulk purchases of additional routers without the prior written consent of Bridge, which will not be unreasonably withheld. Upon the expiration of 18 months following the Effective Date, the parties shall determine the number of Replaced Routers that the parties mutually agree are likely to be so re-deployed within the succeeding 12 months. All Replaced Routers that are not reasonably likely to be so re-deployed within such 12-month period shall be purchased from SAVVIS by Bridge at a price per Replaced Router equal to the average net book value as of the Effective Date of all routers included in the Acquired Network Facilities.

Appears in 1 contract

Sources: Network Services Agreement (Savvis Communications Corp)

THE NETWORKS AND QUALITY OF SERVICE STANDARDS. 2.1. SAVVIS agrees to use the Acquired Network Facilities to provide (or to cause the SAVVIS Subsidiaries to provide) to Bridge and the Bridge Subsidiaries the following managed packet-data transport networks, including the operation, management and maintenance thereof: (a) a global office-automation network, providing connectivity between the offices of Bridge (the "OA NETWORK"), (b) a global data collection network (the "COLLECTION NETWORK") and (c) a global data distribution network (the "DISTRIBUTION NETWORK"), which shall be referred to in this Agreement collectively as the "NETWORKS" and individually as a "NETWORK." 2.2. Each Network shall be operated, managed and maintained by SAVVIS according to the Quality of Service Standards set forth in Schedule 2.2 hereof, except to the extent that SAVVIS is unable to meet such Quality of Service Standards with respect to any Installation Site as a result of (i) a failure of the Acquired Network Facilities to operate in accordance with the Quality of Service Standards on the Effective Date or (ii) an act or omission of Bridge or a Bridge Subsidiary or a vendor or customer of Bridge or a Bridge Subsidiary or (iii) equipment or software used by Bridge and not provided by SAVVIS. SAVVIS may, but shall not be obligated to, use facilities of SAVVIS other than the Acquired Network Facilities to provide all or any part of any Network. Beginning on the first anniversary of the Effective Date and thereafter, each Network shall be operated, managed and maintained by SAVVIS according to the Quality of Service Standards set forth in Schedule 2.2 hereof, and SAVVIS shall be responsible for monitoring the performance of the Networks with respect to the Quality of Service Standards and shall provide Bridge with monthly reports of such performance. If the Quality of Service Standards are not met with respect to a particular Installation Site in any month, Bridge shall be entitled to receive, upon written request by Bridge within 30 days of its receipt of the performance report for such Installation Site for such monthBridge, a credit in the amount set forth on Schedule 2.2 attached hereto, which amount shall be deemed to be one month's charges applicable to such Installation Site under this Agreement with respect to such month; provided, however, that Bridge shall not be entitled to such credit to the extent that the failure to meet the Quality of Service Standards with respect to such Installation Site is due to (i) an act or omission of Bridge or a Bridge Subsidiary or a vendor or customer of Bridge or a Bridge Subsidiary or (ii) equipment or software used by Bridge and not provided by SAVVIS. Not more than one credit of one month's charges shall be given for a particular Installation Site for a particular month. The Quality of Service Standards shall not apply to the provision of Local Access Facilities in countries in which the products and services of Bridge and Bridge Subsidiaries are provided through third-party distributors. For all purposes of this Agreement, including without limitation the determination of an Event of Default by SAVVIS, the Quality of Service Standards applicable to a particular Installation Site in any month shall be deemed to have been met unless Bridge, within 30 days of its receipt of the performance report for such Installation Site for such month, requests in writing a credit as set forth above with respect to such Installation Site for such month. 2.3. SAVVIS agrees that, for the term of this Agreement, the network operations centers for the Networks shall be managed by Bridge under the Technical Services Agreement; provided, however, that SAVVIS shall not be restricted from building, managing and operating one or more network operations for such portions of the SAVVIS Backbone or other operations of SAVVIS that are not used to provide the Networks to Bridge. 2.4. [Intentionally omitted.] 2.5. In providing Additional Network Facilities, SAVVIS agrees to use its best efforts to expedite the provisioning of the circuits for such Additional Network Facilities in those instances in which SAVVIS is responsible for provisioning such circuits, and to use its best efforts to avoid single points of failure in the engineering design of such Additional Network Facilities, consistent with the level of redundancy specified in the applicable Addendum. 2.6. Throughout the term of this Agreement, SAVVIS shall use its reasonable best efforts to continue to meet the requests of Bridge to enhance the total capacity, geographic extension and performance quality of the Networks, and to maintain its research and development effort at a level appropriate to sustain the ability of Bridge to compete on the basis of the quality of the Networks. 2.7. The parties acknowledge that SAVVIS intends to replace certain existing routers among the Acquired Network Facilities (the "REPLACED ROUTERS") with new equipment promptly after the Effective Date. It is the intention of the parties that the Replaced Routers will be re-deployed at Installation Sites at which one or more 56 Kbps ports or 64 Kbps ports will be provided by SAVVIS using Additional Network Facilities as set forth in Section 3.1 hereof. SAVVIS agrees to manage the use of its inventory of routers in order to re-deploy the maximum number of Replaced Routers as is commercially reasonable. So long as Replaced Routers are available for re-deployment during the 18 months following the Effective Date, SAVVIS agrees not to make any bulk purchases of additional routers without the prior written consent of Bridge, which will not be unreasonably withheld. Upon the expiration of 18 months following the Effective Date, the parties shall determine the number of Replaced Routers that the parties mutually agree are likely to be so re-deployed within the succeeding 12 months. All Replaced Routers that are not reasonably likely to be so re-deployed within such 12-month period shall be purchased from SAVVIS by Bridge at a price per Replaced Router equal to the average net book value as of the Effective Date of all routers included in the Acquired Network Facilities.

Appears in 1 contract

Sources: Network Services Agreement (Savvis Communications Corp)

THE NETWORKS AND QUALITY OF SERVICE STANDARDS. 2.1. SAVVIS agrees to use the Acquired Network Facilities to provide (or to cause the SAVVIS Subsidiaries to provide) to Bridge Telerate and the Bridge Telerate Subsidiaries the following managed packet-data transport networks, including the operation, management and maintenance thereof: (a) a global office-automation network, providing connectivity between among the offices of Telerate and Bridge (the "OA NETWORK"), (b) a global data collection network (the "COLLECTION NETWORK") and (c) a global data distribution network (the "DISTRIBUTION NETWORK"), which shall be referred to in this Agreement collectively as the "NETWORKS" and individually as a "NETWORK." 2.2. Each Network shall be operated, managed and maintained by SAVVIS. SAVVIS may, but shall not be obligated to, use facilities of SAVVIS other than the Acquired Network Facilities to provide all or any part of any Network. Beginning on the first anniversary of the Effective Date and thereafter, each Network shall be operated, managed and maintained by SAVVIS according to the Quality of Service Standards set forth in Schedule 2.2 hereof, and SAVVIS shall be responsible for monitoring the performance of the Networks with respect to the Quality of Service Standards and shall provide Bridge Telerate with monthly reports of such performance. If the Quality of Service Standards are not met with respect to a particular Installation Site in any month, Bridge Telerate shall be entitled to receive, upon written request by Bridge Telerate within 30 days of its receipt of the performance report for such Installation Site for such month, a credit in the amount set forth on Schedule 2.2 attached hereto, which amount shall be deemed to be one month's charges applicable to such Installation Site under this Agreement with respect to such month; provided, however, that Bridge Telerate shall not be entitled to such credit to the extent that the failure to meet the Quality of Service Standards with respect to such Installation Site is due to (i) an act or omission of Bridge Telerate or a Bridge Telerate Subsidiary or a vendor or customer of Bridge Telerate or a Bridge Telerate Subsidiary or (ii) equipment or software used by Bridge Telerate and not provided by SAVVIS. Not more than one credit of one month's charges shall be given for a particular Installation Site for a particular month. The Quality of Service Standards shall not apply to the provision of Local Access Facilities in countries in which the products and services of Bridge Telerate and Bridge Telerate Subsidiaries are provided through third-party distributors. For all purposes of this Agreement, including without limitation the determination of an Event of Default by SAVVIS, the Quality of Service Standards applicable to a particular Installation Site in any month shall be deemed to have been met unless Bridge, within 30 days of its receipt of the performance report for such Installation Site for such month, requests in writing a credit as set forth above with respect to such Installation Site for such month. 2.3. SAVVIS agrees that, for the term of this Agreement, the network operations centers for the Networks shall be managed by Bridge under the Technical Services Agreement; provided, however, that SAVVIS shall not be restricted from building, managing and operating one or more network operations centers for such portions of the SAVVIS Backbone or other operations of SAVVIS that are not used to provide the Networks to BridgeTelerate. 2.4. [Intentionally omitted.] 2.5. Unless otherwise mutually agreed by the parties, each Addendum providing for the provision of Additional Network Facilities shall have a term of three years. Such Addendum may also include provisions with respect to the level of redundancy to be provided and the Quality of Service Standards to apply to such Additional Network Facilities. In providing Additional Network Facilities, SAVVIS agrees to use its best efforts to expedite the provisioning of the circuits for such Additional Network Facilities in those instances in which SAVVIS is responsible for provisioning such circuits, and to use its best efforts to avoid single points of failure in the engineering design of such Additional Network Facilities, consistent with the level of redundancy specified in the applicable Addendum. 2.6. Throughout the term of this Agreement, SAVVIS shall use its commercially reasonable best efforts to continue to meet the requests of Bridge Telerate to enhance the total capacity, geographic extension and performance quality of the Networks, and to maintain its research and development effort at a level appropriate to sustain the ability of Bridge Telerate to compete on the basis of the quality of the Networks. 2.7. The parties acknowledge that SAVVIS intends to replace certain existing routers among the Acquired Network Facilities (the "REPLACED ROUTERS") with new equipment promptly after the Effective Date. It is the intention of the parties that the Replaced Routers will be re-deployed at Installation Sites at which one or more 56 Kbps ports or 64 Kbps ports will be provided by SAVVIS using Additional Network Facilities as set forth in Section 3.1 hereof. SAVVIS agrees to manage the use of its inventory of routers in order to re-deploy the maximum number of Replaced Routers as is commercially reasonable. So long as Replaced Routers are available for re-deployment during the 18 months following the Effective Date, SAVVIS agrees not to make any bulk purchases of additional routers without the prior written consent of BridgeTelerate, which will not be unreasonably withheld. Upon the expiration of 18 months following the Effective Date, the parties shall determine the number of Replaced Routers that the parties mutually agree are likely to be so re-deployed within the succeeding 12 months. All Replaced Routers that are not reasonably likely to be so re-deployed within such 12-month period shall be purchased from SAVVIS by Bridge at a price per Replaced Router equal to the average net book value as of the Effective Date of all routers included in the Acquired Network Facilities.

Appears in 1 contract

Sources: Network Services Agreement (Savvis Communications Corp)

THE NETWORKS AND QUALITY OF SERVICE STANDARDS. 2.1. SAVVIS agrees to use the Acquired Network Facilities to provide (or to cause the SAVVIS Subsidiaries to provide) to Bridge and Telerate, Affiliates of Telerate or any party making use of the Bridge Subsidiaries Networks through Telerate the following managed packet-data transport networks, including the operation, management and maintenance thereof: (a) a global office-automation network, providing connectivity between the offices of Telerate and Bridge (the "OA NETWORK"), (b) a global data collection network (the "COLLECTION NETWORK") and (c) a global data distribution network (the "DISTRIBUTION NETWORK"), such description being given without limitation on Telerate's use of such network services as are provided by SAVVIS, which shall be referred to in this Agreement collectively as the "NETWORKS" and individually as a "NETWORK." 2.2. Each Network shall be operated, managed and maintained by SAVVIS. SAVVIS may, but shall not be obligated to, use facilities of SAVVIS other than the Acquired Network Facilities to provide all or any part of any Network. Beginning on the first anniversary of the Effective Date and thereafter, each Network shall be operated, managed and maintained by SAVVIS according to the Quality of Service Standards set forth in Schedule 2.2 hereof, and SAVVIS shall be responsible for monitoring the performance of the Networks with respect to the Quality of Service Standards and shall provide Bridge Telerate with monthly reports of such performance. If the Quality of Service Standards are not met with respect to a particular Installation Site in any month, Bridge Telerate shall be entitled to receive, upon written request by Bridge within 30 days of its receipt of the performance report for such Installation Site for such month, a credit in the amount set forth on Schedule 2.2 attached hereto, which amount shall be deemed to be one month's charges applicable to such Installation Site under this Agreement with respect to such month; provided, however, that Bridge shall not be entitled to such credit to the extent that the failure to meet the Quality of Service Standards with respect to such Installation Site is due to (i) an act or omission of Bridge or a Bridge Subsidiary or a vendor or customer of Bridge or a Bridge Subsidiary or (ii) equipment or software used by Bridge and not provided by SAVVIS. Not more than one credit of one month's charges shall be given for a particular Installation Site for a particular month. The Quality of Service Standards shall not apply to the provision of Local Access Facilities in countries in which the products and services of Bridge and Bridge Subsidiaries are provided through third-party distributors. For all purposes of this Agreement, including without limitation the determination of an Event of Default by SAVVIS, the Quality of Service Standards applicable to a particular Installation Site in any month shall be deemed to have been met unless Bridge, within 30 days of its receipt of the performance report for such Installation Site for such month, requests in writing a credit as set forth above with respect to such Installation Site for such month.Telerate within 2.3. SAVVIS agrees that, for the term of this Agreement, the network operations centers for the Networks shall be managed by Bridge under the Technical Services Agreement; provided, however, that SAVVIS shall not be restricted from building, managing and operating one or more network operations centers for such portions of the SAVVIS Backbone or other operations of SAVVIS that are not used to provide the Networks to BridgeTelerate. 2.4. [Intentionally omitted.] 2.5. In providing Additional Network Facilities, SAVVIS agrees to use its best efforts to expedite the provisioning of the circuits for such Additional Network Facilities in those instances in which SAVVIS is responsible for provisioning such circuits, and to use its best efforts to avoid single points of failure in the engineering design of such Additional Network Facilities, consistent with the level of redundancy specified in the applicable Addendum. 2.6. Throughout the term of this Agreement, SAVVIS shall use its reasonable best efforts to continue to meet the requests of Bridge to enhance the total capacity, geographic extension and performance quality of the Networks, and to maintain its research and development effort at a level appropriate to sustain the ability of Bridge to compete on the basis of the quality of the Networks. 2.7. The parties acknowledge that SAVVIS intends to replace certain existing routers among the Acquired Network Facilities (the "REPLACED ROUTERS") with new equipment promptly after the Effective Date. It is the intention of the parties that the Replaced Routers will be re-deployed at Installation Sites at which one or more 56 Kbps ports or 64 Kbps ports will be provided by SAVVIS using Additional Network Facilities as set forth in Section 3.1 hereof. SAVVIS agrees to manage the use of its inventory of routers in order to re-deploy the maximum number of Replaced Routers as is commercially reasonable. So long as Replaced Routers are available for re-deployment during the 18 months following the Effective Date, SAVVIS agrees not to make any bulk purchases of additional routers without the prior written consent of Bridge, which will not be unreasonably withheld. Upon the expiration of 18 months following the Effective Date, the parties shall determine the number of Replaced Routers that the parties mutually agree are likely to be so re-deployed within the succeeding 12 months. All Replaced Routers that are not reasonably likely to be so re-deployed within such 12-month period shall be purchased from SAVVIS by Bridge at a price per Replaced Router equal to the average net book value as of the Effective Date of all routers included in the Acquired Network Facilities.

Appears in 1 contract

Sources: Network Services Agreement (Savvis Communications Corp)

THE NETWORKS AND QUALITY OF SERVICE STANDARDS. 2.1. 2.1 SAVVIS agrees to use the Acquired Network Facilities to provide (or to cause the SAVVIS Subsidiaries to provide) to Bridge and the Bridge Subsidiaries Customer the following managed packet-data transport networks, including the operation, management and maintenance thereof: (a) that portion of a global office-automation networknetwork located in the Jurisdiction, providing connectivity between the offices of Customer, Bridge Parent and Affiliates of Bridge Parent (the "OA NETWORK"), (b) that portion of a global data collection network located in the Jurisdiction (the "COLLECTION NETWORK") and (c) that portion of a global data distribution network located in the Jurisdiction (the "DISTRIBUTION NETWORK"), which shall be referred to in this Agreement collectively as the "NETWORKS" and individually as a "NETWORK." 2.2. 2.2 Each Network shall be operated, managed and maintained by SAVVIS. SAVVIS may, but shall not be obligated to, use facilities of SAVVIS other than the Acquired Network Facilities to provide all or any part of any Network. Beginning on the first anniversary of the Effective Date and thereafter, each Network shall be operated, managed and maintained by SAVVIS according to the Quality of Service Standards set forth in Schedule 2.2 hereof, and SAVVIS shall be responsible for monitoring the performance of the Networks with respect to the Quality of Service Standards and shall provide Bridge Customer with monthly reports of such performance. If the Quality of Service Standards are not met with respect to a particular Installation Site in any month, Bridge Customer shall be entitled to receive, upon written request by Bridge Customer within 30 days of its receipt of the performance report for such Installation Site for such month, a credit in the amount set forth on Schedule 2.2 attached heretohereto (or, in the case of a Distributor Country, as set forth on Schedule 2.2 to the Network Services Agreement), which amount shall be deemed to be one month's charges applicable to such Installation Site under this Agreement with respect to such month; provided, however, that Bridge Customer shall not be entitled to such credit to the extent that the failure to meet the Quality of Service Standards with respect to such Installation Site is due to (i) an act or omission of Bridge or a Bridge Subsidiary Customer or a vendor or customer of Bridge or a Bridge Subsidiary Customer or (ii) equipment or software used by Bridge Customer and not provided by SAVVIS. Not more than one credit of one month's charges shall be given for a particular Installation Site for a particular month. The Quality of Service Standards shall not apply to the provision of Local Access Facilities in countries in which the products and services of Bridge Telerate and Bridge Telerate Subsidiaries are provided through third-party distributors. For all purposes of this Agreement, including without limitation the determination of an Event of Default by SAVVIS, the Quality of Service Standards applicable to a particular Installation Site in any month shall be deemed to have been met unless BridgeCustomer, within 30 days of its receipt of the performance report for such Installation Site for such month, requests in writing a credit as set forth above with respect to such Installation Site for such month. 2.3. SAVVIS agrees that, for the term of this Agreement, the network operations centers for the Networks shall be managed by Bridge under the Technical Services Agreement; provided, however, that SAVVIS shall not be restricted from building, managing and operating one or more network operations for such portions of the SAVVIS Backbone or other operations of SAVVIS that are not used to provide the Networks to Bridge. 2.4. 2.3 [Intentionally omitted.] 2.5. 2.4 In providing Additional Network Facilities, SAVVIS agrees to use its best efforts to expedite the provisioning of the circuits for such Additional Network Facilities in those instances in which SAVVIS is responsible for provisioning such circuits, and to use its best efforts to avoid single points of failure in the engineering design of such Additional Network Facilities, consistent with the level of redundancy specified in the applicable Addendum. 2.6. 2.5 Throughout the term of this Agreement, SAVVIS shall use its reasonable best efforts to continue to meet the requests of Bridge Customer to enhance the total capacity, geographic extension and performance quality of the Networks, and to maintain its research and development effort at a level appropriate to sustain the ability of Bridge Customer to compete on the basis of the quality of the Networks. 2.7. The parties acknowledge that SAVVIS intends to replace certain existing routers among the Acquired Network Facilities (the "REPLACED ROUTERS") with new equipment promptly after the Effective Date. It is the intention of the parties that the Replaced Routers will be re-deployed at Installation Sites at which one or more 56 Kbps ports or 64 Kbps ports will be provided by SAVVIS using Additional Network Facilities as set forth in Section 3.1 hereof. SAVVIS agrees to manage the use of its inventory of routers in order to re-deploy the maximum number of Replaced Routers as is commercially reasonable. So long as Replaced Routers are available for re-deployment during the 18 months following the Effective Date, SAVVIS agrees not to make any bulk purchases of additional routers without the prior written consent of Bridge, which will not be unreasonably withheld. Upon the expiration of 18 months following the Effective Date, the parties shall determine the number of Replaced Routers that the parties mutually agree are likely to be so re-deployed within the succeeding 12 months. All Replaced Routers that are not reasonably likely to be so re-deployed within such 12-month period shall be purchased from SAVVIS by Bridge at a price per Replaced Router equal to the average net book value as of the Effective Date of all routers included in the Acquired Network Facilities.

Appears in 1 contract

Sources: Network Services Agreement (Savvis Communications Corp)

THE NETWORKS AND QUALITY OF SERVICE STANDARDS. 2.1. SAVVIS agrees to use the Acquired Network Facilities to provide (or to cause the SAVVIS Subsidiaries to provide) to Bridge and the Bridge Subsidiaries Customer the following managed packet-data transport networks, including the operation, management and maintenance thereof: (a) that portion of a global office-automation networknetwork located in the Jurisdiction, providing connectivity between the offices of Customer, Bridge Parent and Affiliates of Bridge Parent (the "OA NETWORK"), (b) that portion of a global data collection network located in the Jurisdiction (the "COLLECTION NETWORK") and (c) that portion of a global data distribution network located in the Jurisdiction (the "DISTRIBUTION NETWORK"), which shall be referred to in this Agreement collectively as the "NETWORKS" and individually as a "NETWORK." 2.2. Each Network shall be operated, managed and maintained by SAVVIS. SAVVIS may, but shall not be obligated to, use facilities of SAVVIS other than the Acquired Network Facilities to provide all or any part of any Network. Beginning on the first anniversary of the Effective Date and thereafter, each Network shall be operated, managed and maintained by SAVVIS according to the Quality of Service Standards set forth in Schedule 2.2 hereof, and SAVVIS shall be responsible for monitoring the performance of the Networks with respect to the Quality of Service Standards and shall provide Bridge Customer with monthly reports of such performance. If the Quality of Service Standards are not met with respect to a particular Installation Site in any month, Bridge Customer shall be entitled to receive, upon written request by Bridge Customer within 30 days of its receipt of the performance report for such Installation Site for such month, a credit in the amount set forth on Schedule 2.2 attached heretohereto (or, in the case of a Distributor Country, as set forth on Schedule 2.2 to the Network Services Agreement), which amount shall be deemed to be one month's charges applicable to such Installation Site under this Agreement with respect to such month; provided, however, that Bridge Customer shall not be entitled to such credit to the extent that the failure to meet the Quality of Service Standards with respect to such Installation Site is due to (i) an act or omission of Bridge or a Bridge Subsidiary Customer or a vendor or customer of Bridge or a Bridge Subsidiary Customer or (ii) equipment or software used by Bridge Customer and not provided by SAVVIS. Not more than one credit of one month's charges shall be given for a particular Installation Site for a particular month. The Quality of Service Standards shall not apply to the provision of Local Access Facilities in countries in which the products and services of Bridge and Bridge Subsidiaries are provided through third-party distributors. For all purposes of this Agreement, including without limitation the determination of an Event of Default by SAVVIS, the Quality of Service Standards applicable to a particular Installation Site in any month shall be deemed to have been met unless BridgeCustomer, within 30 days of its receipt of the performance report for such Installation Site for such month, requests in writing a credit as set forth above with respect to such Installation Site for such month. 2.3. SAVVIS agrees that, for the term of this Agreement, the network operations centers for the Networks shall be managed by Bridge under the Technical Services Agreement; provided, however, that SAVVIS shall not be restricted from building, managing and operating one or more network operations for such portions of the SAVVIS Backbone or other operations of SAVVIS that are not used to provide the Networks to Bridge. 2.4. [Intentionally omitted.] 2.52.4. In providing Additional Network Facilities, SAVVIS agrees to use its best efforts to expedite the provisioning of the circuits for such Additional Network Facilities in those instances in which SAVVIS is responsible for provisioning such circuits, and to use its best efforts to avoid single points of failure in the engineering design of such Additional Network Facilities, consistent with the level of redundancy specified in the applicable Addendum. 2.62.5. Throughout the term of this Agreement, SAVVIS shall use its reasonable best efforts to continue to meet the requests of Bridge Customer to enhance the total capacity, geographic extension and performance quality of the Networks, and to maintain its research and development effort at a level appropriate to sustain the ability of Bridge Customer to compete on the basis of the quality of the Networks. 2.7. The parties acknowledge that SAVVIS intends to replace certain existing routers among the Acquired Network Facilities (the "REPLACED ROUTERS") with new equipment promptly after the Effective Date. It is the intention of the parties that the Replaced Routers will be re-deployed at Installation Sites at which one or more 56 Kbps ports or 64 Kbps ports will be provided by SAVVIS using Additional Network Facilities as set forth in Section 3.1 hereof. SAVVIS agrees to manage the use of its inventory of routers in order to re-deploy the maximum number of Replaced Routers as is commercially reasonable. So long as Replaced Routers are available for re-deployment during the 18 months following the Effective Date, SAVVIS agrees not to make any bulk purchases of additional routers without the prior written consent of Bridge, which will not be unreasonably withheld. Upon the expiration of 18 months following the Effective Date, the parties shall determine the number of Replaced Routers that the parties mutually agree are likely to be so re-deployed within the succeeding 12 months. All Replaced Routers that are not reasonably likely to be so re-deployed within such 12-month period shall be purchased from SAVVIS by Bridge at a price per Replaced Router equal to the average net book value as of the Effective Date of all routers included in the Acquired Network Facilities.

Appears in 1 contract

Sources: Network Services Agreement (Savvis Communications Corp)

THE NETWORKS AND QUALITY OF SERVICE STANDARDS. 2.1. SAVVIS agrees to use the Acquired Network Facilities to provide (or to cause the SAVVIS Subsidiaries to provide) to Bridge and the Bridge Subsidiaries the following managed packet-data transport networks, including the operation, management and maintenance thereof: (a) a global office-automation network, providing connectivity between the offices of Bridge (the "OA NETWORK"), (b) a global data collection network (the "COLLECTION NETWORK") and (c) a global data distribution network (the "DISTRIBUTION NETWORK"), which shall be referred to in this Agreement collectively as the "NETWORKS" and individually as a "NETWORK." 2.2. Each Network shall be operated, managed and maintained by SAVVIS. SAVVIS may, but shall not be obligated to, use facilities of SAVVIS other than the Acquired Network Facilities to provide all or any part of any Network. Beginning on the first anniversary of the Effective Date and thereafter, each Network shall be operated, managed and maintained by SAVVIS according to the Quality of Service Standards set forth in Schedule 2.2 hereof, and SAVVIS shall be responsible for monitoring the performance of the Networks with respect to the Quality of Service Standards and shall provide Bridge with monthly reports of such performance. If the Quality of Service Standards are not met with respect to a particular Installation Site in any month, Bridge shall be entitled to receive, upon written request by Bridge within 30 days of its receipt of the performance report for such Installation Site for such month, a credit in the amount set forth on Schedule 2.2 attached hereto, which amount shall be deemed to be one month's charges applicable to such Installation Site under this Agreement with respect to such month; provided, however, that Bridge shall not be entitled to such credit to the extent that the failure to meet the Quality of Service Standards with respect to such Installation Site is due to (i) an act or omission of Bridge or a Bridge Subsidiary or a vendor or customer of Bridge or a Bridge Subsidiary or (ii) equipment or software used by Bridge and not provided by SAVVIS. Not more than one credit of one month's charges shall be given for a particular Installation Site for a particular month. The Quality of Service Standards shall not apply to the provision of Local Access Facilities in countries in which the products and services of Bridge and Bridge Subsidiaries are provided through third-party distributors. For all purposes of this Agreement, including without limitation the determination of an Event of Default by SAVVIS, the Quality of Service Standards applicable to a particular Installation Site in any month shall be deemed to have been met unless Bridge, within 30 days of its receipt of the performance report for such Installation Site for such month, requests in writing a credit as set forth above with respect to such Installation Site for such month. 2.3. SAVVIS agrees that, for the term of this Agreement, the network operations centers for the Networks shall be managed by Bridge under the Technical Services Agreement; provided, however, that SAVVIS shall not be restricted from building, managing and operating one or more network operations centers for such portions of the SAVVIS Backbone or other operations of SAVVIS that are not used to provide the Networks to Bridge. 2.4. [Intentionally omitted.] 2.5. In providing Additional Network Facilities, SAVVIS agrees to use its best efforts to expedite the provisioning of the circuits for such Additional Network Facilities in those instances in which SAVVIS is responsible for provisioning such circuits, and to use its best efforts to avoid single points of failure in the engineering design of such Additional Network Facilities, consistent with the level of redundancy specified in the applicable Addendum. 2.6. Throughout the term of this Agreement, SAVVIS shall use its reasonable best efforts to continue to meet the requests of Bridge to enhance the total capacity, geographic extension and performance quality of the Networks, and to maintain its research and development effort at a level appropriate to sustain the ability of Bridge to compete on the basis of the quality of the Networks. 2.7. The parties acknowledge that SAVVIS intends to replace certain existing routers among the Acquired Network Facilities (the "REPLACED ROUTERS") with new equipment promptly after the Effective Date. It is the intention of the parties that the Replaced Routers will be re-deployed at Installation Sites at which one or more 56 Kbps ports or 64 Kbps ports will be provided by SAVVIS using Additional Network Facilities as set forth in Section 3.1 hereof. SAVVIS agrees to manage the use of its inventory of routers in order to re-deploy the maximum number of Replaced Routers as is commercially reasonable. So long as Replaced Routers are available for re-deployment during the 18 months following the Effective Date, SAVVIS agrees not to make any bulk purchases of additional routers without the prior written consent of Bridge, which will not be unreasonably withheld. Upon the expiration of 18 months following the Effective Date, the parties shall determine the number of Replaced Routers that the parties mutually agree are likely to be so re-deployed within the succeeding 12 months. All Replaced Routers that are not reasonably likely to be so re-deployed within such 12-month period shall be purchased from SAVVIS by Bridge at a price per Replaced Router equal to the average net book value as of the Effective Date of all routers included in the Acquired Network Facilities.

Appears in 1 contract

Sources: Network Services Agreement (Savvis Communications Corp)

THE NETWORKS AND QUALITY OF SERVICE STANDARDS. 2.1. SAVVIS agrees to use the Acquired Network Facilities to provide (or to cause the SAVVIS Subsidiaries to provide) to Bridge and the Bridge Subsidiaries Customer the following managed packet-data transport networks, including the operation, management and maintenance thereof: (a) that portion of a global office-automation networknetwork located in the Jurisdiction, providing connectivity between the offices of Customer, Bridge Parent and Affiliates of Bridge Parent (the "OA NETWORK"), (b) that portion of a global data collection network located in the Jurisdiction (the "COLLECTION NETWORK") and (c) that portion of a global data distribution network located in the Jurisdiction (the "DISTRIBUTION NETWORK"), which shall be referred to in this Agreement collectively as the "NETWORKS" and individually as a "NETWORK." 2.2. Each Network shall be operated, managed and maintained by SAVVIS. SAVVIS may, but shall not be obligated to, use facilities of SAVVIS other than the Acquired Network Facilities to provide all or any part of any Network. Beginning on the first anniversary of the Effective Date and thereafter, each Network shall be operated, managed and maintained by SAVVIS according to the Quality of Service Standards set forth in Schedule 2.2 hereof, and SAVVIS shall be responsible for monitoring the performance of the Networks with respect to the Quality of Service Standards and shall provide Bridge Customer with monthly reports of such performance. If the Quality of Service Standards are not met with respect to a particular Installation Site in any month, Bridge Customer shall be entitled to receive, upon written request by Bridge Customer within 30 days of its receipt of the performance report for such Installation Site for such month, a credit in the amount set forth on Schedule 2.2 attached hereto, which amount shall be deemed to be one month's charges applicable to such Installation Site under this Agreement with respect to such month; provided, however, that Bridge Customer shall not be entitled to such credit to the extent that the failure to meet the Quality of Service Standards with respect to such Installation Site is due to (i) an act or omission of Bridge or a Bridge Subsidiary Customer or a vendor or customer of Bridge or a Bridge Subsidiary Customer or (ii) equipment or software used by Bridge Customer and not provided by SAVVIS. Not more than one credit of one month's charges shall be given for a particular Installation Site for a particular month. The Quality of Service Standards shall not apply to the provision of Local Access Facilities in countries in which the products and services of Bridge and Bridge Subsidiaries are provided through third-party distributors. For all purposes of this Agreement, including without limitation the determination of an Event of Default by SAVVIS, the Quality of Service Standards applicable to a particular Installation Site in any month shall be deemed to have been met unless BridgeCustomer, within 30 days of its receipt of the performance report for such Installation Site for such month, requests in writing a credit as set forth above with respect to such Installation Site for such month. 2.3. SAVVIS agrees that, for the term of this Agreement, the network operations centers for the Networks shall be managed by Bridge under the Technical Services Agreement; provided, however, that SAVVIS shall not be restricted from building, managing and operating one or more network operations for such portions of the SAVVIS Backbone or other operations of SAVVIS that are not used to provide the Networks to Bridge. 2.4. [Intentionally omitted.] 2.52.4. In providing Additional Network Facilities, SAVVIS agrees to use its best efforts to expedite the provisioning of the circuits for such Additional Network Facilities in those instances in which SAVVIS is responsible for provisioning such circuits, and to use its best efforts to avoid single points of failure in the engineering design of such Additional Network Facilities, consistent with the level of redundancy specified in the applicable Addendum. 2.62.5. Throughout the term of this Agreement, SAVVIS shall use its reasonable best efforts to continue to meet the requests of Bridge Customer to enhance the total capacity, geographic extension and performance quality of the Networks, and to maintain its research and development effort at a level appropriate to sustain the ability of Bridge Customer to compete on the basis of the quality of the Networks. 2.7. The parties acknowledge that SAVVIS intends to replace certain existing routers among the Acquired Network Facilities (the "REPLACED ROUTERS") with new equipment promptly after the Effective Date. It is the intention of the parties that the Replaced Routers will be re-deployed at Installation Sites at which one or more 56 Kbps ports or 64 Kbps ports will be provided by SAVVIS using Additional Network Facilities as set forth in Section 3.1 hereof. SAVVIS agrees to manage the use of its inventory of routers in order to re-deploy the maximum number of Replaced Routers as is commercially reasonable. So long as Replaced Routers are available for re-deployment during the 18 months following the Effective Date, SAVVIS agrees not to make any bulk purchases of additional routers without the prior written consent of Bridge, which will not be unreasonably withheld. Upon the expiration of 18 months following the Effective Date, the parties shall determine the number of Replaced Routers that the parties mutually agree are likely to be so re-deployed within the succeeding 12 months. All Replaced Routers that are not reasonably likely to be so re-deployed within such 12-month period shall be purchased from SAVVIS by Bridge at a price per Replaced Router equal to the average net book value as of the Effective Date of all routers included in the Acquired Network Facilities.

Appears in 1 contract

Sources: Network Services Agreement (Savvis Communications Corp)

THE NETWORKS AND QUALITY OF SERVICE STANDARDS. 2.1. SAVVIS agrees to use the Acquired Network Facilities to provide (or to cause the SAVVIS Subsidiaries to provide) to Bridge, Affiliates of Bridge and or any party making use of the Networks through Bridge Subsidiaries the following managed packet-data transport networks, including the operation, management and maintenance thereof: (a) a global office-automation network, providing connectivity between the offices of Bridge (the "OA NETWORK"), (b) a global data collection network (the "COLLECTION NETWORK") and (c) a global data distribution network (the "DISTRIBUTION NETWORK"), such description being given without limitation on Bridge's use of such network services as are provided by SAVVIS, which shall be referred to in this Agreement collectively as the "NETWORKS" and individually as a "NETWORK." 2.2. Each Network shall be operated, managed and maintained by SAVVIS. SAVVIS may, but shall not be obligated to, use facilities of SAVVIS other than the Acquired Network Facilities to provide all or any part of any Network. Beginning on the first anniversary of the Effective Date and thereafter, each Network shall be operated, managed and maintained by SAVVIS according to the Quality of Service Standards set forth in Schedule 2.2 hereof, and SAVVIS shall be responsible for monitoring the performance of the Networks with respect to the Quality of Service Standards and shall provide Bridge with monthly reports of such performance. If the Quality of Service Standards are not met with respect to a particular Installation Site in any month, Bridge shall be entitled to receive, upon written request by Bridge within 30 days of its receipt of the performance report for such Installation Site for such month, a credit in the amount set forth on Schedule 2.2 attached hereto, which amount shall be deemed to be one month's charges applicable to such Installation Site under this Agreement with respect to such month; provided, however, that Bridge shall not be entitled to such credit to the extent that the failure to meet the Quality of Service Standards with respect to such Installation Site is due to (i) an act or omission of Bridge or a Bridge Subsidiary or a vendor or customer of Bridge or a Bridge Subsidiary or (ii) equipment or software used by Bridge and not provided by SAVVIS. Not more than one credit of one month's charges shall be given for a particular Installation Site for a particular month. The Quality of Service Standards shall not apply to the provision of Local Access Facilities in countries in which the products and services of Bridge and Bridge Subsidiaries are provided through third-party distributors. For all purposes of this Agreement, including without limitation the determination of an Event of Default by SAVVIS, the Quality of Service Standards applicable to a particular Installation Site in any month shall be deemed to have been met unless Bridge, within 30 days of its receipt of the performance report for such Installation Site for such month, requests in writing a credit as set forth above with respect to such Installation Site for such month. 2.3. SAVVIS agrees that, for the term of this Agreement, the network operations centers for the Networks shall be managed by Bridge under the Technical Services Agreement; provided, however, that SAVVIS shall not be restricted from building, managing and operating one or more network operations centers for such portions of the SAVVIS Backbone or other operations of SAVVIS that are not used to provide the Networks to Bridge. 2.4. [Intentionally omitted.] 2.5. In providing Additional Network Facilities, SAVVIS agrees to use its best efforts to expedite the provisioning of the circuits for such Additional Network Facilities in those instances in which SAVVIS is responsible for provisioning such circuits, and to use its best efforts to avoid single points of failure in the engineering design of such Additional Network Facilities, consistent with the level of redundancy specified in the applicable Addendum. 2.6. Throughout the term of this Agreement, SAVVIS shall use its reasonable best efforts to continue to meet the requests of Bridge to enhance the total capacity, geographic extension and performance quality of the Networks, and to maintain its research and development effort at a level appropriate to sustain the ability of Bridge to compete on the basis of the quality of the Networks. 2.7. The parties acknowledge that SAVVIS intends to replace certain existing routers among the Acquired Network Facilities (the "REPLACED ROUTERS") with new equipment promptly after the Effective Date. It is the intention of the parties that the Replaced Routers will be re-deployed at Installation Sites at which one or more 56 Kbps ports or 64 Kbps ports will be provided by SAVVIS using Additional Network Facilities as set forth in Section 3.1 hereof. SAVVIS agrees to manage the use of its inventory of routers in order to re-deploy the maximum number of Replaced Routers as is commercially reasonable. So long as Replaced Routers are available for re-deployment during the 18 months following the Effective Date, SAVVIS agrees not to make any bulk purchases of additional routers without the prior written consent of Bridge, which will not be unreasonably withheld. Upon the expiration of 18 months following the Effective Date, the parties shall determine the number of Replaced Routers that the parties mutually agree are likely to be so re-deployed within the succeeding 12 months. All Replaced Routers that are not reasonably likely to be so re-deployed within such 12-month period shall be purchased from SAVVIS by Bridge at a price per Replaced Router equal to the average net book value as of the Effective Date of all routers included in the Acquired Network Facilities.

Appears in 1 contract

Sources: Network Services Agreement (Savvis Communications Corp)