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EXHIBIT 10.8
CONFIDENTIAL TREATMENT REQUESTED.
CONFIDENTIAL PORTION HAS BEEN
FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
TECHNICAL SUPPORT AGREEMENT
BETWEEN
TECHNOLOGY SERVICE SOLUTIONS
AND
ODETICS, INCORPORATED
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TECHNICAL SUPPORT AGREEMENT
--------------------------------------------------------------------------------
Maintenance and Related Services
This Technical Support Agreement (Agreement) is between Technology Service
Solutions (herein after referred to as "TSS"), a general partnership under the
laws of the State of New York, with its principal office at:
Valley Forge Office Center
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
and Odetics, Incorporated (herein after referred to as "The Company"),
incorporated under the laws of the State of Delaware having an office at:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TSS and The Company mutually agree to the following:
This Agreement sets forth the terms and conditions under which TSS will provide
maintenance and related services to The Company. TSS will provide such services
to The Company based on transaction documents issued by The Company and accepted
by TSS hereunder.
THIS AGREEMENT DOES NOT OBLIGATE EITHER PARTY TO PURCHASE ANY SERVICES, BUT ONLY
ESTABLISHES THE TERMS AND CONDITIONS FOR SUCH TRANSACTIONS. THERE IS NO
REPRESENTATION, WARRANTY, OR COMMITMENT TO DO ANY PARTICULAR AMOUNT OF BUSINESS
HEREUNDER.
PRIOR TO COMMENCEMENT OF SERVICES UNDER THIS AGREEMENT, A COMPLETED STATEMENT OF
WORK MUST BE SIGNED BY BOTH PARTIES. SUBSEQUENT TO THE SIGNING OF SUCH STATEMENT
OF WORK, THE OBLIGATION OF TSS TO PROVIDE SERVICES AND RECEIVE PAYMENT FROM THE
COMPANY SHALL BE BASED UPON THE ACCEPTANCE OF A TRANSACTION DOCUMENT BY TSS.
1.0 SCOPE OF WORK
TSS will provide installation, warranty service, maintenance, and other related
services for end-users of eligible computer hardware and software products
specified in Attachments to this Agreement.
Services provided will be described in each Statement of Work issued hereunder.
TSS reserves the right to use its selected subcontractors to provide these
services.
2.0 DEFINITIONS
The term ATTACHMENT shall mean a document containing additional information
regarding the business relationship, as well as additional terms and conditions.
For example, an Attachment may be a Statement of Work, a price schedule, or an
eligible machine listing.
The term STATEMENT OF WORK shall mean s signed document subject to the terms and
conditions of this Agreement that specifically describes the responsibilities,
obligations and any unique requirements of the services provided.
The term TRANSACTION DOCUMENT shall mean a document that contains specific
information regarding The Company's requested services to be provided to its
customers hereunder. Examples of such information include type of service,
customer name and address, machine serial number and manufacturer name, and
effective date.
The term PRODUCTS shall mean those eligible products listed in an Attachment,
and installed in the United States and Puerto Rico.
The term DELIVERABLES shall mean parts and additional items and materials that
may be necessary for TSS to fulfill its obligations under this Agreement.
The terms END-USER and CUSTOMER shall mean the user of the eligible products
under this Agreement.
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The term PARTS shall mean replacement parts necessary for TSS to perform
services during the term of this Agreement, or any extensions thereof.
3.0 TERM, TERMINATION, AND CANCELLATION
The term of this Agreement shall be for one year from the date of its execution
by both parties. This Agreement may be further extended by a written agreement
of extension signed by both TSS and The Company.
Any conditions of this Agreement which, by their nature extend beyond its
termination or cancellation, remain in effect until fulfilled and apply to
respective successors and assignees.
TSS or The Company may terminate this Agreement, with or without cause, at any
time upon at least ninety days prior written notice.
TSS or The Company may cancel this Agreement for a material breach by the other
party of its obligations hereunder if that breach is not cured within thirty
days after receiving written notice thereof.
4.0 CHARGES
The charges for services provided by TSS are listed in an Attachment. TSS may
increase or decrease charges by providing ninety days written notice. Such
charges will become effective on the first day of the applicable invoice period
on or after the effective date specified in the notice.
5.0 PAYMENT TERMS
Unless otherwise specified in an Attachment, payment for services provided by
TSS shall be net thirty days from receipt of an acceptable TSS invoice.
Payment will be made to the TSS address specified on the invoice.
6.0 TAXES
TSS will invoice all taxes applicable to the services provided.
7.0 WARRANTY
TSS warrants that it will perform all services in a skillful, competent, and
workmanlike manner and in accordance with its description in an Attachment or a
Statement of Work. Misuse, accident, unsuitable operating environment,
modification, failure caused by a product for which TSS is not responsible, or
operation outside of manufacturer's specifications may void this warranty. TSS
does not warrant uninterrupted service or error-free operation.
THIS WARRANTY REPLACES ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
8.0 CONFIDENTIAL INFORMATION
The Company understands that TSS does not wish to receive from The Company or
any of its affiliates or authorized channels, any information which may be
considered confidential or proprietary. The Company represents and warrants that
no information will be provided that is confidential or proprietary to The
Company or any of its affiliates or authorized channels or any third party, and
TSS will not be obligated to retain in confidence or in any way restrict the use
by TSS of any information received. In the event it becomes necessary to provide
or exchange information that is deemed confidential or proprietary to The
Company or TSS, such provision or exchange shall not take place prior to
execution of a written confidentiality agreement.
9.0 PUBLIC DISCLOSURE
The parties agree not to disclose the terms and conditions of this Agreement
without the express written consent of the other party, except as may be
required by law or governmental rule or regulation, or to establish either
party's rights under this Agreement; provided, however, that if one party seeks
to disclose for reasons not requiring the other party's consent, that party will
limit the disclosure to the extent required, will allow the other party to
review the information disclosed and will apply where available, for
confidentiality, protective orders and the like. Any review under this paragraph
will not be construed to make the reviewing party responsible for the content of
any disclosure.
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10.0 RELATIONSHIP OF THE PARTIES
Neither party is the other's legal representative or agent for any purpose, and
has no authority to, and shall not make any warranties or representations or
create any obligations for the other party.
11.0 AMENDMENT
This Agreement may be amended, modified, or altered only in a writing duly
executed by both parties to this Agreement.
12.0 ADVERTISING AND USE OF TRADEMARK AND SERVICE ▇▇▇▇
The Company agrees not to advertise the fact that TSS is providing services
without the express written consent of TSS. Each party agrees not to use any
trademark or service ▇▇▇▇ of the other party without its written consent, and
nothing contained herein is intended to, or shall be construed to grant any
license or right regarding any such trademark or service ▇▇▇▇.
13.0 INDEMNIFICATION
Each party agrees to indemnify and hold the other party harmless from any and
all claims, suits, actions, liabilities, and costs of any kind, including
without limitation, reasonable attorney fees and all cost of litigation arising
out of or pertaining to its negligent act or omission, or failure to perform any
of its obligations hereunder.
14.0 LIMITATION OF LIABILITY
Each party's liability for actual damages from any cause whatsoever, except as
otherwise stated in this section, will be limited to $100,000. This limitation
will apply, regardless of the form of action, whether in contract or tort,
including negligence. This limitation will not apply to claims by either party
for bodily injury or damage to real property or tangible personal property for
which the other party is legally liable.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS,
INCIDENTAL DAMAGES, OR CONSEQUENTIAL DAMAGES, EVEN IF THE OTHER PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.0 FORCE MAJEURE
Neither party will be considered in default or liable for any delay or failure
to perform any of its obligations under this Agreement if such delay or failure
arises directly or indirectly out of an act of God, acts of the public enemy,
freight embargoes, strikes, quarantine restrictions, unusually severe weather
conditions, insurrection, riot, and other such causes beyond the control of the
party, provided the affected party notifies the other party.
16.0 ORDER OF PRECEDENCE
In the event of a conflict, the order of precedence shall be the terms and
conditions of 1) the body of this Agreement, 2) its signed and unsigned
Attachments, and 3) any transaction documents accepted by TSS hereunder.
17.0 SEVERABILITY
In the event that any term or condition contained herein is held to be invalid
or unenforceable, the remaining terms and conditions shall be unaffected and
shall continue to inure to the benefit of and to be binding upon the parties
hereto.
18.0 SUCCESSORS
The terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the parties and their respective successors and legal
representatives.
19.0 LIMITATION ON ACTIONS
No action, regardless of form, arising out of or related to the transactions
covered by this Agreement may be brought by one party against the other party
more than two years after the cause of action arose.
20.0 ASSIGNMENT AND DELEGATION
Except as otherwise provided for in this Agreement, neither party shall assign
any of its rights under this Agreement, or delegate any of its duties hereunder
without the prior written consent of the other party. Any attempted assignment
or delegation without such consent is void.
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21.0 COMPLIANCE WITH GOVERNMENTAL LEGAL REQUIREMENTS
The parties agree to comply and do all reasonable things necessary to comply
with all federal, state, and local laws, regulations, and ordinances relative to
this Agreement.
22.0 WAIVER
Failure by either party to insist in any instance upon strict conformance by the
other to any term or condition herein or failure by either party to act in the
event of a breach shall not be construed as a consent to or waiver of any
subsequent breach of the same or of any other term or condition contained
herein.
23.0 NON-EXCLUSIVE AGREEMENT
Nothing in this Agreement will prohibit either party from performing like or
similar services for any other person or entity.
24.0 THIRD PARTY BENEFICIARY
This Agreement is intended to benefit TSS and The Company and no other parties.
It is the express intent of The Company and TSS that this Agreement is not a
third-party beneficiary contract.
25.0 GOVERNING LAW AND FORUM
This Agreement shall be governed by the laws of the State of New York. Both
parties expressly waive their right to a trial by jury for any action resulting
from this Agreement.
26.0 STATEMENT OF NONRECOURSE
Technology Service Solutions is a New York general partnership and all of its
obligations arising out of this Agreement are expressly nonrecourse to each
partner and its beneficial owners.
27.0 COMPLETE AGREEMENT
This Agreement, its Attachments, and any transaction documents accepted by TSS
hereunder constitute the entire agreement and understanding between the parties
with respect to the services, and no oral or written representations, terms,
conditions, or agreements, other that those set forth in this Agreement, its
Attachments, and any transaction documents, have been relied upon or shall be
binding upon the parties or imputed to them.
28.0 Authorization
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives.
Accepted and Agreed to:
Technology Service Solutions Odetics, Incorporated
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------- -------------------------------
Authorized Signature Authorized Signature
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------- -----------------------------
(type or print) (type or print)
Title: Sr. Vice President Title: Operations Manager
------------------------------- ----------------------------
Date: May 13, 1996 Date: May 9, 1996
-------------------------------- ----------------------------
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AMENDMENT TO THE TECHNICAL SUPPORT AGREEMENT
BETWEEN TECHNOLOGY SERVICE SOLUTIONS AND ODETICS, INCORPORATED
The following modifications are added to the subject Agreement notwithstanding
anything to the contrary therein:
1. SECTION 8.0 CONFIDENTIAL INFORMATION
Delete this Section in its entirety and replace with:
"TSS agrees that information marked with The Company's restrictive
legend or that which is not marked and is disclosed orally and certain
information provided by The Company to TSS, including end-user name,
address, type of equipment, and terms and conditions upon which The
Company provides services to such customers is considered by The
Company to be Confidential Information. Confidential Information that
is not marked with a restrictive legend or is disclosed orally shall be
identified as confidential at the time of disclosure and The Company
shall provide TSS a written confirmation within thirty business days.
TSS will use the same care and discretion to avoid disclosure,
publication, or dissemination of such information as it uses with its
own similar information that it does not wish to disclose, publish, or
disseminate. TSS agrees that it shall not (i) use any such information
for its own business purposes; and (ii) disclose any such information
to any third party, except that such information may be provided only
to those contractors that have a need to know to provide support in
fulfillment of TSS' obligations under this Agreement and have agreed in
writing to be bound by the terms and conditions of this section. TSS
agrees that Confidential Information shall be used only for purposes of
providing services to The Company, as provided in this Agreement."
"TSS agrees (i) not to reproduce the Confidential Information except as
required for completion of the items defined in any Statement of Work,
work order, or transaction document; and (ii) upon the request of The
Company, to return or destroy the Confidential Information at the
conclusion of the work done under the Statement of Work, work order, or
transaction document."
"TSS shall have no obligation to The Company with respect to
Confidential Information of The Company that (i) is public through no
breach of TSS; (ii) is independently developed by TSS; (iii) is known
to TSS prior to its receipt from The Company hereunder, and not subject
to confidentiality obligation; (iv) is rightfully received from a third
party; or (v) is required to be disclosed by law."
2. SECTION 25.0 GOVERNING LAW AND FORUM
Delete the first sentence of this Section in its entirety and replace
with:
"This Agreement shall be governed by the laws of the State of
California."
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In witness whereof, the parties hereto have caused this Amendment to be signed
by their duly authorized representatives.
Accepted and Agreed to:
Technology Service Solutions Odetics, Incorporated
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------- ----------------------------
Authorized Signature Authorized Signature
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------ --------------------------
(type or print) (type or print)
Title: Sr. Vice President Title: Operations Manager
----------------------------- -------------------------
Dated: May 7, 1996
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TECHNICAL SUPPORT AGREEMENT
BETWEEN
ODETICS, INCORPORATED AND
TECHNOLOGY SERVICE SOLUTIONS
ATTACHMENT A - STATEMENT OF WORK (SOW)
1.0 GENERAL INFORMATION
1.1 PURPOSE
The purpose of this Statement of Work (SOW) is to fully describe the scope of
work set forth in Section 1.0 of the Technical Support Agreement between
Odetics, Incorporated (Odetics) and Technology Service Solutions (TSS) executed
on May 8 and 13, 1996, respectively. This SOW is governed by the terms and
conditions of said Technical Support Agreement. It also sets forth the work
related responsibilities of both parties, in connection with Technology Service
Solutions providing services to Odetics, Incorporated and its customers.
1.2 SCOPE
TSS will provide labor only annual maintenance service and labor only per
incident service for Odetics Tape Library products. These product services and
charges are specified in Section 7.5.
The type of services specifically required by individual relationships under
custom proposals may vary. When applicable, separate Agreements and Attachments
will be used to set forth the terms and conditions and charges. Implementation
for such requirements will occur 30 days from notification by Odetics as
mutually agreed to by TSS and Odetics. Pricing for these tasks must be submitted
separately and developed on an individual basis.
Odetics will receive all VAR or end-user calls for service and retain
responsibility for call administration and critical end-user management and
escalation.
TSS will perform services on behalf of Odetics on products listed in Exhibit A,
"Eligible Products List". The "Eligible Products List" will be revised from time
to time by mutual agreement of the parties as Odetics engages TSS to perform
service on additional products.
Should items not identified by Odetics for service be diagnosed as the cause of
system failure, the CSR will contact Odetics to get approval for continued work.
Should the VAR or end-user request additional work be performed for which the
CSR was not dispatched, the CSR will contact Odetics. If approved, Odetics will
open a new call using the standard call placement methodology. CSRs will not
perform additional work without prior approval.
1.3 PROJECT IMPLEMENTATION AND MANAGEMENT
TSS will provide Odetics with an Implementation Project Manager to ensure all
startup activities are implemented in accordance with this Statement Of Work.
The Implementation Project Manager will ensure customer familiarization with
services, work with Odetics to integrate daily operating procedures, establish
processes for call handling, tracking, and financial reporting, establish the
operational systems to support those
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processes, and transition the account to a Central Site Manager. If required,
the Project Manager will be re-engaged whenever new processes require
implementation.
TSS will assign a Central Site Manager to Odetics to serve as a single point of
contact over the life of the contract after implementation is completed. The
Central Site Manager will direct TSS support for Odetics, monitor and ensure
service levels are achieved, ensure timely and accurate reporting to Odetics,
and resolve any problems that may occur.
1.4 TECHNICAL SUPPORT
Odetics will maintain a support desk with the necessary expertise, capabilities,
and resources to dispatch TSS. Odetics support desk personnel will be available
seven days per week, 24 hours per day.
Odetics will supply TSS all training required to maintain the products covered
under this SOW. All diagnostic programs and/or procedures required for TSS to
service the specified equipment will be supplied by Odetics.
All technical support will be provided by Odetics. Odetics will provide all
technical assistance required to support the products specified in this SOW.
This support will include remote assistance via telephone and, if required,
on-site assistance. Average hold time for telephone assistance from Odetics will
not exceed 10 minutes.
Electronic Customer Communications Option (ECCO) - TSS shall, at its own
expense, include in its Maintenance Service to Odetics, the ECCO Capability
which will provide for direct dispatch between Odetics and TSS. TSS shall be
responsible for the operation and maintenance of ECCO. It is understood by
Odetics that it does not acquire any right, title, or interest in the ECCO
Capability which remains the exclusive property of TSS or its affiliates.
Odetics will be responsible for providing the equipment required for ECCO at its
site.
Odetics end-users who attempt to place service calls directly with TSS will be
instructed to contact Odetics.
The TSS electronic customer interface system will maintain ninety days of
history on-line at the local database. Information available in ECCO will be
limited to that which is available within ECCO's design capabilities.
Odetics will be able to access ECCO data on a daily basis to ascertain call
status.
Voice will be used as a backup in the event that ECCO is not available.
1.5 SAFETY
TSS agrees to service the products listed in Exhibit A. If TSS determines that
products may not meet TSS safety or serviceability standards, it will
immediately suspend service and notify Odetics of the problem. TSS will not
resume service until corrective action has been taken and the problem has passed
TSS safety and serviceability standards.
Odetics agrees that all equipment serviced under this Agreement has received
certification from Underwriters Laboratory (UL) or an equivalent and will be
individually identified as such with the appropriate labeling.
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1.6 EQUIPMENT ACCESS
Odetics agrees to inform the end-users of the eligible products that, to obtain
service, the end-user must provide TSS with full, free, and safe access to the
equipment.
1.7 RIGHTS TO MATERIALS
Odetics hereby grants to TSS the right to use pre-existing training information
provided to TSS to develop and produce training materials and documentation to
be used by TSS in which TSS retains all rights, title, and interest.
1.8 FIELD SERVICE SUPPORT
All technical support, including problem determination will be provided by
Odetics. This support will include, when necessary, product engineers and
technical specialists. On-site assistance will be provided by Odetics when
necessary.
2.0 MAINTENANCE PLAN
2.1 MAINTENANCE STRATEGY- ODETICS HELP DESK
The service strategy for Odetics accounts requires Odetics to perform
entitlement and problem determination on service calls and to dispatch a TSS
Service Representative (CSR) using the standard call placement methodology.
2.2 SERVICE CALL FLOW
TSS will provide service to the Odetics accounts using the call flows depicted
in Exhibit B. These call flows may change over time.
When the end-user experiences a problem it will call Odetics at ▇-▇▇▇-▇▇▇-▇▇▇▇.
Odetics will screen all calls to:
- Verify service entitlement
- Obtain problem information and log pertinent end-user information
- Perform problem determination
Odetics will provide TSS with the following information at the time of dispatch:
- TSS Contract Number
- Call Billing/Type Code
- Odetics Work Order Number
- Odetics End-User Phone Number with Account ID
- End-User Name
- Contact Person
- Address
- Zip Code
- Contact Phone Number
- Platform Type (Exhibit C)
- Manufacturer and Model Number
- Serial Number
- Problem Description or Definition.
- Failing Part Description
Installation and hardware service calls will be routed directly to the
appropriately trained CSR based on CSR training and availability.
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Once the CSR has been dispatched, the CSR receiving the call will:
- Acknowledge the call
- Obtain the part, if required, through the normal parts process or via
Odetics
- Call the end-user within one hour to schedule service
- Update ECCO with Estimated Time of Arrival (ETA)
Once on-site, the CSR will:
- Verify machine serial number matches the serial number provided
- Replace part(s) and/or repair machine as required - Call Odetics
Technical Support if technical assistance is required
- Record all time using the Odetics Work Order number and TSS Problem
Number
At conclusion of the call, the CSR will:
- Complete Quality Service Activity Reporting (QSAR) record with contract
number and service code (01 for maintenance and 44 for all other
services)
- Return the removed part, via the normal Used Part Return (UPR) method.
The failed part will be returned to Odetics and the CSR will record the
waybill number within the QSAR.
- Close the call
- Download NOVRAM and transmit the download to Odetics.
In the event that additional service is requested by the end-user while the CSR
is on-site, the CSR will contact the Odetics Help Desk and a new call will be
opened via ECCO.
2.3 DOCUMENTATION
If TSS is required to obtain necessary documentation for servicing the eligible
products, Odetics will assume reproduction costs.
3.0 EDUCATION/TRAINING
3.1 SKILLS
TSS will dispatch appropriately trained CSRs at the time of service call
placement
3.2 TRAINING
Odetics will schedule and make available to TSS CSRs, training classes for the
products covered in this Statement of Work. CSRs assigned primary and backup
coverage for Odetics products will attend classes providing "hands on" training.
Odetics will make such video training available as required. The training class
will be offered to TSS at no charge. Odetics will reimburse TSS for the per
diem, and hotel expenses for the TSS employees attending the Odetics training
classes.
4.0 PARTS SUPPORT
4.1 PARTS STRATEGY
TSS will maintain on consignment, within the TSS distribution network, an
inventory of high usage parts, as identified by Odetics, for the products
identified in Exhibit A. The parts kits provided by Odetics will contain parts
to sufficiently support repair for, on average, 85% of all maintenance calls.
Parts will be assigned a TSS part number. A UPR
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identification will be assigned to those parts that will be returned to the
network for disposal or repair.
Low usage parts not included in the standard inventory will be obtained, as
required, to meet required response/repair times and will be shipped by Odetics
to a site designated by the CSR for next business day service.
4.2 MAINTENANCE PARTS LOGISTICS
TSS will provide maintenance parts distribution and logistics support to Odetics
through existing network structure to meet the immediate and next day
maintenance parts distribution requirements of Odetics.
Odetics is responsible for providing replenishment maintenance parts to the
distribution network as requested by the administrators of the network.
4.3 SERVICES AND SUPPORT DESCRIPTIONS
TSS will provide Odetics with maintenance parts distribution using the existing
parts distribution network which provides same day and next day delivery
service. TSS will provide warehousing, inventory control, inventory management,
transportation, and data management. TSS will ensure that Odetics parts are
strategically stocked within the distribution network to the service delivery
requirements set forth by Odetics and stated in this Statement of Work. This
includes redistribution of excess inventory for emergency needs.
4.4 DISTRIBUTION NETWORK SUPPORT STRUCTURE AND SERVICES
TSS will use the existing distribution network to fulfill Odetics maintenance
parts requirements, where applicable. TSS and Odetics will jointly develop the
maintenance parts support strategy required for Odetics. In the event that parts
are unavailable in the TSS network to fulfill Odetics requirements, TSS will
refer these orders to Odetics for fulfillment at Odetics expense. All of Odetics
inventories outside the TSS distribution network are the physical and financial
responsibility of Odetics.
4.5 DISTRIBUTION SUPPORT SYSTEMS AND REPORTS
System generated reports containing Odetics inventory on consignment to TSS will
be created and distributed to Odetics on a weekly basis for select reports, and
on a monthly basis for other reports.
These reports will include inventory receipts, inventory disbursements, monthly
inventory status, and reconciliation for those Odetics parts consigned to TSS
and within the distribution network.
4.6 TRANSPORTATION EXPENSES
Inbound transportation expense to TSS from Odetics or Odetics maintenance parts
suppliers is the responsibility of Odetics, and Odetics will assume the risk of
loss or damage. Used part return transportation expense to Odetics or to Odetics
repair sources is the responsibility of Odetics and Odetics will assume the risk
of loss or damage.
4.7 INVENTORY
TSS will manage or have managed, maintenance parts on consignment from Odetics
and maintain accurate inventory records. This inventory is paid for and owned by
Odetics and
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is made available on a consignment basis. TSS is not liable for any sales/use
tax reporting, insurance reporting, or personal property tax reporting. Odetics
shall maintain comprehensive insurance covering the inventory from risk of loss.
TSS will maintain the inventory and activity records for all Odetics parts on
consignment to TSS. Full and complete access for audit/inspection of the Odetics
inventory records under TSS control will be made available during normal
business hours upon three business days prior written notice to TSS.
Odetics will label all parts with a TSS part number prior to shipment to the
distribution network or directly to TSS CSRs. TSS part numbers will be assigned
by TSS and made available to Odetics. Odetics will ship parts to TSS packaged to
TSS specifications. TSS will not be responsible for any packaging materials or
labor for the repackaging of Odetics parts.
Odetics will send an advanced shipping notice of part number, quantity, order
number, and shipping destination to TSS at the time of shipment from Odetics or
the Odetics supplier. TSS will utilize this information to pre-load its
receiving system to reduce cycle time and hand key errors.
New defective or damaged parts will be reported to Odetics immediately upon
detection. These parts will be returned to Odetics and Odetics agrees to accept
all costs associated with their return. Odetics will have financial
responsibility for all risk of loss, damage, or defect. Odetics will be
responsible for replacing the new defective or damaged parts immediately.
TSS shall perform an incoming inspection of each shipment of Odetics parts to
verify that content and piece quantity as stated on the packing list is
accurate. Such inspection shall in no way obligate TSS or its representatives
for responsibility for subsequent discovery of defect, loss, or damage to parts.
In the event of a shortage, TSS will notify Odetics immediately and request the
part shortage be shipped to TSS immediately.
TSS shall manage the Odetics parts inventory within the TSS network in
accordance with the "then current" TSS standard inventory practices. TSS will
perform a yearly count of all Odetics parts in the TSS network and reconcile
inventory variances accordingly. TSS will achieve an annual Odetics inventory
accuracy of 95.0% in dollar value. Any annual Odetics inventory variance below
95.0% will be reimbursed by TSS at the lower of PAR's base manufacturing cost or
market rates.
Odetics will include a pre-paid FedEx mailer (Economy) for each part that is to
be returned to a Odetics repair location. Transportation cost is the
responsibility of Odetics. The TSS CSR will drop the used part at a FedEx
shipping point within seven working days from completion of the repair activity.
Once the part is returned to FedEx and the shipping way ▇▇▇▇ is noted in the
comments section of the QSAR, TSS will hold no liability for the parts. TSS will
assist Odetics with identifying Odetics parts and quantities that are obsolete
or surplus. The decisions and approvals for scrap will be made by Odetics in
writing. The establishment of all reserves relating to obsolescence and surplus
is the responsibility of Odetics. Expense associated with scrap is the
responsibility of Odetics.
Upon termination of this Agreement, TSS will provide a final report listing all
parts inventory and Odetics stock available to Odetics. All costs incurred by
TSS in preparing the Odetics inventory for shipment, and the transportation
costs to move the Odetics inventory from the TSS network to a location specified
by Odetics, will be the financial responsibility of Odetics. Odetics will assume
all risk of damage or loss after supplied with proof of shipment from TSS,
including waybill numbers.
14
The costs of shipment of spare parts to inventory and from service call
locations (end-user sites) will be assumed by Odetics.
5.0 ADMINISTRATIVE SUPPORT
5.1 MACHINE TYPES AND MODELS
All ATL equipment types will be assigned a TSS machine type number consistent
with the protocols required for TSS databases.
5.2 PARTS NUMBERS
TSS Part Numbers will be developed and assigned to product part numbers
consistent with the protocols for TSS databases.
5.3 DISPATCH
Odetics will perform entitlement and problem determination for Service prior to
contacting TSS.
Calls for service from VARs or end-users will be received by Odetics at
▇-▇▇▇-▇▇▇-▇▇▇▇. The end-user will be requested to provide information identified
in Section 2.2.
If an end-user should call TSS directly, the TSS representative will advise the
end-user to contact Odetics at ▇-▇▇▇-▇▇▇-▇▇▇▇ for assistance.
5.4 ACTIVITY REPORTING
TSS CSRs will use QSAR for service activity reporting. When recording QSAR
entries for Odetics, the CSR will use appropriate TSS platform types, machine
types, models and serial numbers, and service code as well as the TSS Contract
Number.
TSS CSRs will use service codes 01 for maintenance service and 44 for all other
services.
If the call has been properly placed via Odetics, the machine type and the
correct machine serial number will be in the dispatch record and will
automatically fill these fields when the CSR records the service activity.
6.0 SERVICE SUPPORT
6.1 TSS ON-SITE SUPPORT
TSS will provide a trained CSR to perform remedial maintenance who will be
responsible for using the following recommended call flow:
Contact the end-user indicated in the call record within one hour to
schedule activity
Provide ETA information via ECCO
Provide on-site 7 x 24 hour service or installations as scheduled
Obtain parts via the identified process
Utilize technical support when necessary
15
Update call with appropriate call coding including identifying the problem
resolved
Close resolved problems via portable terminal or via voice to the dispatch
system on a timely basis
6.2 ODETICS TECHNICAL SUPPORT RESPONSIBILITIES
Odetics will:
Provide entitlement assessment and problem determination
Provide product and customer information as identified in Section 2.2
Dispatch the call using ECCO with all necessary call information
Provide current inventory information on end-user accounts
7.0 SERVICES
7.1 SERVICE AGREEMENT
This Agreement is for labor only annual maintenance service and labor only per
incident service. The Principle Period of Maintenance (PPM) is as defined in
Section 7.5.
7.2 CUSTOMER SERVICE RESPONSE TIME
TSS shall provide telephone response to end-user maintenance calls for hardware
service within one hour of being dispatched by Odetics. Service response times
are as defined in Section 7.5.
7.3 INVOICES
TSS will provide invoice charges based on specific contract requirements or on a
monthly basis for all service incidents completed. The invoices will include the
following information:
1. Odetics Work Order Number
2. TSS Service Call Number
3. End-User Name
4. End-User Location
5. Date Call Received
6. Date Call Closed
7. Total labor hours or the per incident or fixed fee rate
8. Total charge per call
9. Total charges on the invoice.
The parties agree that when applicable, a blanket purchase order will be issued
for administration and billing purposes only and will not modify or add to the
terms and conditions of the Agreement. Any terms and conditions on the reverse
side of such purchase order will not apply.
16
7.4 REPORTS
TSS will provide current and historic call information using ECCO. Current call
progress can be displayed at any time during a service incident. The status of a
selected call or all calls will be indicated at the time the request is made
through ECCO.
Historic call status will provide information tailored to parameters set up to
track desired objectives and information. ECCO 1.5 Users Guide describes current
and historic data available to Odetics.
7.5 PRICING
FIXED-PRICE AGREEMENTS:
Labor Only Annual Maintenance:
Annual Maintenance Pricing, Labor Only (including PMs):
==========================================================================================
7x24x4 7x9x4 5x9x4 5x9BD
------------------------------------------------------------------------------------------
* ACL2640 [ ] [ ] [ ] [ ]
(2PMs/Year)
------------------------------------------------------------------------------------------
Billing Code ▇▇▇▇ ▇▇▇▇ LKA1 LFA1
------------------------------------------------------------------------------------------
* ACL4/52 [ ] [ ] [ ] [ ]
1PM/Year
------------------------------------------------------------------------------------------
Billing Code ▇▇▇▇ ▇▇▇▇ LKA2 LFA2
==========================================================================================
Annual Maintenance Pricing Labor Only (excluding PMs):
==========================================================================================
7x24x4 7x9x4 5x9x4 5x9NBD
------------------------------------------------------------------------------------------
* ACL2640 [ ] [ ] [ ] [ ]
------------------------------------------------------------------------------------------
Billing Code ▇▇▇▇ ▇▇▇▇ LKA1 LFA1
------------------------------------------------------------------------------------------
* ACL4/42 [ ] [ ] [ ] [ ]
------------------------------------------------------------------------------------------
Billing Code ▇▇▇▇ ▇▇▇▇ LKA2 LFA2
==========================================================================================
Per Incident Pricing, Labor Only:
==========================================================================================
7x24x4 7x9x4 5x9x4 5x9NBD
------------------------------------------------------------------------------------------
* ACL2640 [ ] [ ] [ ] [ ]
------------------------------------------------------------------------------------------
Billing Code LLAA LLAC LKAA LFAA
------------------------------------------------------------------------------------------
* ACL4/52 [ ] [ ] [ ] [ ]
------------------------------------------------------------------------------------------
Billing Code LLAB LLAD LKAB LFAB
==========================================================================================
*CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION
17
Price Conditions
- Service to include labor only hardware support of the products
listed for locations within the United States.
- Fees include labor, travel, and consigned parts inventory
management.
- Fees include the cost of sending TSS technicians to the
Odetics provided on-site training course for areas with a
quantity of Odetics products that dictate a trained
technician; Odetics must proved course, materials, and tuition
at no cost to TSS.
- PMs will be provided at the time of a remedial maintenance
call only when purchased as a part of the contract
maintenance.
* - Pricing is based upon the contract volume reaching a minimum
of [ ] months of the signature date of this SOW. If volumes do
not reach the specified level, the contract is subject to
cancellation.
* - Pricing is based upon manufacturer suggested MTBF; [ ]
- Odetics to provide video training sets for field disbursement.
- Odetics to provide telephone technical support on a 7x24
basis.
- Prices are valid for complete product line maintenance
support.
7.6 AUTHORIZATION
Accepted and Agreed to:
TECHNOLOGY SERVICE SOLUTIONS ODETICS, INCORPORATED
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------- -----------------------------------
Authorized Signature Authorized Signature
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------- ---------------------------------
(type or print) (type or print)
Title: Sr. VP Title: Vice President, General Manage
------------------------- --------------------------------
Dated: 9/17/96 Date: 12 Sept 96
------------------------- ---------------------------------
*CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION
18
EXHIBIT A
ELIGIBLE PRODUCTS LIST
Manufacturer product lines currently eligible for service under this Agreement
are as follow:
=============================================================
Machine Type Description
-------------------------------------------------------------
ACL2640 ATL Products Automated Tape Library
-------------------------------------------------------------
ACL4/52 ATL Products Automated Tape Library
=============================================================
19
EXHIBIT B
CALL FLOW
End-User
Requests
Service
No Hardware Yes
Future?
No TSS Odetics Does Problem
Involvement Determination and, if
with Call Possible, identifies
Failing Part
Odetics Places
Service Call with
TSS using
ECCO
TSS CSR
Acknowledges Call,
Calls Customer and
Updates ECCO with
ETA
TSS Escalation CRS On-Site
Procedures No per Service Yes
Invoked Offering
Requirement
Additional No Call Complete Yes
No Parts within 4
Required? Hours
Yes
Support Level Additional
Escalated Parts Supplied Parts Returned
by Odetics via Established
Process
Establish Parts
Arrival Time and
Reschedule with
Customer
Call Closed
(Via ECCO)
20
EXHIBIT C
ODETICS PLATFORM TYPE MATRIX
Service calls will be placed using platform types to identify the correct level
of service required. The following table represents the platform types to be
used on the Odetics account. This list is subject to change as the project
progresses.
================================================================================
Platform Type Description CSR Training
--------------------------------------------------------------------------------
2XTP Tape Library Appropriate customer
supplied training. Laptop
required for service.
--------------------------------------------------------------------------------
2XTP Tape Library Appropriate customer
supplied training. Laptop
required for service.
================================================================================
21
EXHIBIT D
ODETICS ESCALATION PROCEDURES
Escalation By TSS to Odetics:
================================================================================
Contact Title Phone
--------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Operations Manager ▇▇▇-▇▇▇-▇▇▇▇
================================================================================
Escalation By Odetics to TSS:
================================================================================
Contact Title Phone
--------------------------------------------------------------------------------
TSS Duty Manager Duty Manager 800-TSS-FIXX
--------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇ Implementation ▇▇▇-▇▇▇-▇▇▇▇
Project Manager
--------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇ Account Manager ▇▇▇-▇▇▇-▇▇▇▇
================================================================================