EXHIBIT 10.16
CONTRACT NO. CUSTOM/FS
AGREEMENT BETWEEN AT&T CORP.
AND
IVIEW SOFTWARE
FOR
AT&T WORLDNET (SERVICEMARK) SERVICES
AUGUST 9, 1996
PLEASE RETURN ALL ORIGINALS OF THIS DOCUMENT TO:
AT&T
AT&T WORLDNET (SERVICEMARK) SERVICES
CONTRACTS GROUP, ROOM24C55
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
AT&T - PROPRIETARY
AT&T WORLDNET (SERVICE ▇▇▇▇) SERVICES AGREEMENT
This Agreement ("Agreement") is between AT&T Corp., a New York corporation with
an office at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("AT&T"), and iView
Software, with offices at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇,
▇▇▇▇▇ ("Customer").
AT&T and Customer agree that the following terms and conditions apply to the
provision and use, within the United States, of the AT&T WorldNet (Service ▇▇▇▇)
Services and related products ("Services") referenced in any Attachments to this
Agreement signed by Customer and accepted in writing by AT&T. Such Attachments
are an integral part of this Agreement.
1. CONTRACT PERIOD
This Agreement is effective when signed by Customer and accepted in writing by
AT&T ("Effective Date"). The Contract Period commences on the Effective Date
and, unless terminated in accordance with the provisions herein, will continue
in effect for as long as any Service is provided pursuant to any Attachment to
this Agreement.
2. BILLING AND PAYMENT
A. Customer shall pay AT&T all charges due under this Agreement, without
deduction or setoff. All payments shall be mailed to the address stated on the
▇▇▇▇. Bills will be issued monthly and are payable within thirty (30) days from
the date shown on the invoice.
B. Customer agrees to pay any taxes due on the Services, however designated
(excluding taxes on AT&T's net income), unless Customer provides a valid tax
exemption certificate.
3. TERMINATION
A. If Customer fails to pay any outstanding charges within ten (10) days after
receipt of written notice from AT&T of delinquency, or if Customer fails to
perform or observe any other material term or condition of this Agreement within
thirty (30) days after receipt of written notice from AT&T of such failure, AT&T
may terminate this Agreement. Customer shall then be liable for all charges
incurred as of the date of termination and, if applicable, any termination
charges associated with termination of the Attachments. All such charges that
are not previously due and payable shall be payable within thirty (30) days
from the date shown on AT&T's invoice.
B. If AT&T fails to perform or observe any material term or condition of this
Agreement within thirty (30) days after receipt of written notice from Customer
of such failure, Customer may terminate the Attachments materially affected by
the breach. Except for charges incurred as of the date of termination, Customer
shall have no further financial obligations to AT&T for such terminated
Attachments.
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AT&T - PROPRIETARY
4. CUSTOMER RESPONSIBILITIES
A. Customer shall ensure that all Customer-provided equipment on its premises
that connects to the Services will perform according to published technical
specifications for such equipment and AT&T's interface specifications and
otherwise complies with AT&T's specifications for the Services.
B. In cases in which Customer and AT&T agree to have AT&T act as Customer's
authorized agent for ordering and coordinating local access circuits for a
Service outside of this Agreement, a separate Agency Agreement will be executed.
C. Customer is solely responsible for the content of any transmissions using
the Services, or any other use of the Services, by Customer or by any person or
entity Customer permits to access the Services (a "User"). Customer agrees that
it and any User will not use the Services for illegal purposes, or to interfere
with or disrupt other network users, network services or network equipment.
Violations of the foregoing by Customer or any User may result in removal of
violative communications and early termination of the Service. Disruptions
include, but are not limited to, distribution of unsolicited advertising or
chain letters, propagation of computer worms and viruses, and using the network
to make unauthorized entry to any other machine accessible via the network.
Customer shall defend, indemnify, and hold harmless AT&T (as defined in
Paragraph 7.A.) from and against all liabilities and costs (including reasonable
attorneys' fees) arising from any and all claims by any person based upon the
content of any transmissions by Customer or any User using the Services or any
other use of the Services by Customer or any User.
D. Customer shall limit access to and use of the Services to its employees,
agents, and contractors (and, in the case of a Customer that is a nonprofit
educational institution, to employees and students), shall not authorize any
person to use the Services other than for Customer's business purposes, and
shall not resell or otherwise generate income by providing access to the
Services to any User. If Customer permits Users to access the Services, Customer
shall defend, indemnify, and hold harmless AT&T (as defined in Paragraph 7.A.)
from and against all liabilities and costs (including reasonable attorneys'
fees) arising from any and all claims by any such Users in connection with the
Services, regardless of the form of action, whether in contract, tort, warranty,
or strict liability. However, Customer shall have no obligation to indemnify and
defend AT&T against claims for direct damages to real or tangible personal
property, or for bodily injury or death, proximately caused by AT&T's
negligence.
E. To the extent deemed necessary by Customer, Customer shall implement security
procedures necessary to limit access to the Services to Customer's authorized
users and shall maintain a procedure external to the Services for reconstruction
of lost or altered files, data or programs.
F. Customer is responsible for establishing designated points of contract to
interface with AT&T.
G. Customer agrees to comply, and to use best efforts to cause all Users to
comply, with United States law with regard to the transmission of technical data
which is exported from the United States using the Services.
H. Customer understands that Services provided under this Agreement (including
Internet use) may require registrations and related administrative reports that
are public in nature. In addition, Customer agrees that AT&T may include its
name: IP (Internet Protocol), electronic mail, street, and other addresses; and,
telephone information in directories.
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AT&T - PROPRIETARY
5. AT&T RESPONSIBILITIES
AT&T will provide the Services as described in the Attachments. However, AT&T's
policy is to continually improve its products and services, and so may from time
to time change the Services as provided to Customer under this Agreement. In the
event that AT&T changes the Services in any way that materially decreases the
level of the Services available to Customer, Customer shall have a one time
right to terminate this Agreement within the thirty (30) day period following
receipt of notice of such change by giving AT&T seven (7) days' written notice
of termination and payment of all charges incurred as of the termination date,
but without any termination liability to AT&T.
6. LICENSES
AT&T hereby grants to Customer a personal, nonexclusive, nontransferable license
during the term of this Agreement to use, in object code form, all software and
documentation ("Licensed Material") which may be furnished to Customer under
this Agreement. Customer agrees to use its best efforts to ensure that its
employees and users of all Licensed Material hereunder comply with the terms and
conditions set out in this Agreement. Customer also agrees to refrain from
taking any steps, such as reverse assembly or reverse compilation, to derive a
source code equivalent to the software. All Licensed Material furnished to
Customer under this Agreement shall be used by Customer only to support
Customer's use of the Services, shall not be reproduced or copied in whole or in
part, shall not be removed from the United States, and shall be returned to AT&T
at the conclusion of the term of this Agreement. In addition, to the extent
Licensed Material includes software or documentation provided by any third party
pursuant to a sublicense from AT&T ("Third Party Material"), Customer agrees, as
a condition to the right to use such Third Party Material, to abide by the terms
and conditions of such sublicense (including such additional end user terms and
conditions as shall be required by such sublicense), and Customer shall be bound
by such terms and conditions by virtue of its use of such Third Party Material
following notice of such terms and conditions.
7. WARRANTY AND LIMITATION OF LIABILITY
A. FOR PURPOSES OF THIS PARAGRAPH 7, "AT&T" INCLUDES AT&T, ANY AFFILIATED AND
SUBSIDIARY COMPANIES OF AT&T, ANY SUBCONTRACTORS AND SUPPLIERS OF THE FOREGOING,
AND THE DIRECTORS, EMPLOYEES, OFFICERS, AGENTS, SUBCONTRACTORS AND SUPPLIERS OF
ALL OF THEM.
B. NO TARIFFED SERVICES ARE PROVIDED UNDER THIS AGREEMENT, PRODUCTS OR SERVICES
SOLD OR PROVIDED UNDER ANOTHER CONTRACT OR UNDER TARIFF ARE GOVERNED SOLELY BY
THE TERMS OF THAT CONTRACT OR TARIFF, INCLUDING ANY WARRANTIES, GUARANTEES, OR
OTHER OBLIGATIONS OF AT&T UNDER THAT CONTRACT OR TARIFF. AT&T MAKES NO WARRANTY
OR GUARANTEE, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES OR PRODUCTS
PROVIDED UNDER THIS AGREEMENT, AND AT&T EXPRESSLY DISCLAIMS ANY IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
C. AT&T'S LIABILITY TO CUSTOMER ON ACCOUNT OF ANY ACTS OR OMISSIONS RELATING TO
THIS AGREEMENT SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AGGREGATE AMOUNT
NOT TO EXCEED THE GREATER OF: (A) $25,000 FOR EACH SITE PROVISIONED FOR SERVICES
UNDER THIS AGREEMENT OR (B) THE AMOUNTS PAID BY CUSTOMER FOR SERVICES DURING THE
TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM FOR
DAMAGES, IN NO EVENT TO EXCEED AN AGGREGATE OF $50,000 IN THE CASE OF
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AT&T - PROPRIETARY
(A) OR (B). HOWEVER, NOTHING IN THIS SUBPARAGRAPH 7.C., LIMITS AT&T'S LIABILITY
FOR DIRECT DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY, OR FOR BODILY INJURY
OR DEATH, PROXIMATELY CAUSED BY AT&T'S NEGLIGENCE.
D. AT&T SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE
OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS,
LOST PROFITS, LOST SAVINGS OR LOST REVENUES, WHETHER OR NOT AT&T HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AT&T SHALL NOT BE LIABLE FOR ANY
DAMAGE THAT CUSTOMER MAY SUFFER ARISING OUT OF USE OF, OR INABILITY TO USE, THE
SERVICES OR PRODUCTS PROVIDED HEREUNDER UNLESS SUCH DAMAGE IS CAUSED BY AN
INTENTIONAL ACT OF AT&T. AT&T SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS BY
THIRD PARTIES TO CUSTOMER'S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR
UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS OR DESTRUCTION OF CUSTOMER'S
NETWORK, SYSTEMS, APPLICATIONS, DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION
THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD. EXCEPT AS
EXPRESSLY SET FORTH IN OR CONTEMPLATED BY THIS AGREEMENT, IN ANY INSTANCE
INVOLVING PERFORMANCE OR NONPERFORMANCE BY AT&T WITH RESPECT TO SERVICES OR
PRODUCTS PROVIDED HEREUNDER, CUSTOMER'S SOLE REMEDY SHALL BE: (A) IN THE CASE OF
SERVICES, REFUND OF A PRO RATA PORTION OF THE PRICE PAID FOR SERVICES WHICH WERE
NOT PROVIDED; OR, (B) IN THE CASE OF PRODUCTS, REPAIR OR RETURN OF THE
DEFECTIVE PRODUCT TO AT&T FOR REFUND, AT THE OPTION OF AT&T, EXCEPT AS EXPRESSLY
SET FORTH IN OR CONTEMPLATED BY THIS AGREEMENT, IN THE CASE OF REFUND FOR LOST
SERVICES, CREDIT WILL BE ISSUED ONLY FOR PERIODS OF LOST SERVICE GREATER THAN
TWENTY-FOUR (24) HOURS.
E. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY OR TORT, AND SHALL SURVIVE
FAILURE OF AN EXCLUSIVE REMEDY.
F. AT&T SHALL NOT BE RESPONSIBLE FOR: (1) SERVICE IMPAIRMENTS CAUSED BY ACTS
WITHIN THE CONTROL OF CUSTOMER, ITS EMPLOYEES, AGENTS, SUBCONTRACTS, SUPPLIERS
OR LICENSEES; (2) INTEROPERABILITY OF SPECIFIC CUSTOMER APPLICATIONS; (3)
INABILITY OF CUSTOMER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER
THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR
THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET; (4)
INTERACTION WITH OTHER SERVICE PROVIDERS, NETWORKS, USERS OR INFORMATIONAL OR
COMPUTING RESOURCES THROUGH THE INTERNET; (5) SERVICES PROVIDED BY OTHER SERVICE
PROVIDERS; OR, (6) PERFORMANCE IMPAIRMENTS CAUSED ELSEWHERE ON THE INTERNET.
8. CONFIDENTIALITY
A. All tangible technical or business information disclosed by one party to the
other party and marked as proprietary shall be deemed the property of the
disclosing party and shall be returned upon request. The receiving party shall:
(1) hold such information in confidence for three (3) years after any
termination of this Agreement; (2) restrict disclosure of such information
solely to its employees and employees of its affiliated companies with a need
to know; (3) and use a reasonable degree of care (in no event less than the
same degree of care as it uses for its own proprietary information) to prevent
the unauthorized disclosure, use or publication of such proprietary information.
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AT&T - PROPRIETARY
B. The receiving party shall have no obligation to preserve the confidentiality
of any information which; (1) was previously known to the receiving party or any
of its affiliated companies free of any confidentiality obligation; (2) is
disclosed to third parties by the disclosing party without restrictions; (3)
becomes publicly available by other than unauthorized disclosure; (4) was not
identified as confidential or proprietary; or, (5) is independently developed
by the receiving party.
C. The pricing, terms and conditions of this Agreement are proprietary
information and shall be treated in confidence.
9. GENERAL
A. IF A DISPUTE ARISES WITH RESPECT TO THIS AGREEMENT, OR ANY SERVICES PROVIDED
OR WORK PERFORMED HEREUNDER. EITHER PARTY MAY SUBMIT THE DISPUTE TO A SOLE
MEDIATOR SELECTED BY THE PARTIES OR, AT ANY TIME, TO MEDIATION BY THE AMERICAN
ARBITRATION ASSOCIATION ("AAA"). IF NOT THUS RESOLVED, IT MAY BE REFERRED BY
EITHER PARTY TO A SOLE ARBITRATOR SELECTED BY THE PARTIES OR TO AAA ARBITRATION.
THE ARBITRATION SHALL BE GOVERNED BY THE UNITED STATES ARBITRATION ACT AND
JUDGMENT ON THE AWARD MAY BE ENTERED BY ANY COURT HAVING JURISDICTION. THE
PARTIES SHALL AGREE ON WHAT, IF ANY, DISCOVERY SHALL BE MADE AVAILABLE; IF THE
PARTIES FAIL TO AGREE ON THE FORM OF DISCOVERY WITHIN 30 DAYS AFTER THE
APPOINTMENT OF THE ARBITRATOR, THERE SHALL BE NO DISCOVERY OR ISSUANCE OF ANY
SUBPOENAS. THE ARBITRATOR SHALL NOT LIMIT, EXPAND, OR MODIFY THE TERMS OF THIS
AGREEMENT NOR AWARD DAMAGES IN EXCESS OF COMPENSATORY DAMAGES PERMITTED UNDER
THIS AGREEMENT, AND EACH PARTY WAIVES ANY CLAIM TO SUCH EXCESS DAMAGES. THE
ARBITRATOR SHALL NOT HAVE ANY ABILITY TO AWARD ANY EQUITABLE REMEDIES, AND SHALL
BE LIMITED TO REMEDIES AVAILABLE AT LAW. THE ARBITRATOR SHALL NOT HAVE THE
RIGHT TO AWARD ANY DAMAGES IN EXCESS OF DAMAGES THAT COULD LAWFULLY BE AWARDED
BY A COURT OF COMPETENT JURISDICTION. THE ARBITRATOR SHALL ISSUE A WRITTEN
DECISION CONTAINING FINDINGS AND CONCLUSIONS ON ALL SIGNIFICANT ISSUES. A
REQUEST BY A PARTY TO A COURT FOR INTERIM PROTECTION SHALL NOT AFFECT EITHER
PARTY'S OBLIGATION HEREUNDER TO MEDIATE AND ARBITRATE. EACH PARTY SHALL BEAR ITS
OWN EXPENSES AND AN EQUAL SHARE OF ALL COSTS AND FEES OF THE MEDIATION AND/OR
ARBITRATION. ANY MEDIATOR OR ARBITRATOR SELECTED SHALL BE COMPETENT IN THE LEGAL
AND TECHNICAL ASPECTS OF THE SUBJECT MATTER OF THIS AGREEMENT. THE CONTENT AND
RESULT OF MEDIATION AND/OR ARBITRATION SHALL BE HELD IN CONFIDENCE BY ALL
PARTICIPANTS, EACH OF WHOM WILL BE BOUND BY AN APPROPRIATE CONFIDENTIALITY
AGREEMENT.
B. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE
OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES, EXCEPT
THAT PARAGRAPH 9.A., SHALL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE
UNITED STATES ARBITRATION ACT.
C. Any legal action arising from or in connection with this Agreement, or any
Services provided or work performed hereunder, must be brought within two (2)
years after the cause of action arises, except to the extent that such action
arises from claims which are subject to an indemnification obligation.
D. Neither party shall publish or use any advertising, sales promotions, press
releases or other publicity which use the other party's name, logo, trademarks
or service marks without the prior written approval of the other party.
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AT&T - PROPRIETARY
E. Nothing in this Agreement shall create or vest in Customer any right, title,
or interest in the Services, other than the right to use the Services under the
terms and conditions of this Agreement.
F. Except for IP addresses expressly registered in Customer's name, all IP
addresses (classes A, B, and C) shall remain at all times the property of AT&T
and shall be nontransferable. Upon request by Customer at least seven (7) days
prior to termination of this Agreement, AT&T shall grant a single transition
period to facilitate Customer's transition from IP addresses assigned to
Customer under this Agreement and in use as of the termination date of this
Agreement. Such transition period shall begin immediately following the
termination date of this Agreement and shall extend for thirty (30) days, during
which time Customer may continue its use of IP addresses assigned to Customer
under this Agreement and in use as of the termination date of this Agreement.
G. If any portion of this Agreement is found to be invalid or unenforceable,
the remaining portions shall remain in effect and the parties will begin
negotiations for a replacement of the invalid or unenforceable portion.
H. Except as expressly provided herein, neither party may assign this Agreement
without the prior written consent of the other party. Such consent shall be in
the sole discretion of the party requested to give consent. Any attempt to
sublicense, assign or transfer (except as expressly provided herein) any of the
rights, duties or obligations under this Agreement in derogation hereof shall be
null and void. By the provision of notice in accordance with this Agreement,
AT&T shall have the right to assign this Agreement and to assign its rights and
delegate its obligations and liabilities under this Agreement, either in whole
or in part (an "Assignment") to any entity that is, or that was immediately
preceding such Assignment; (i) a current or former subsidiary, business unit, or
division of AT&T; or, (ii) an entity in which AT&T had an ownership interest.
The notice of Assignment shall state the effective date thereof. Upon the
effective date and to the extent of the Assignment, AT&T shall be released and
discharged from all obligations and liabilities under this Agreement. Such
Assignment, release and discharge shall be complete and shall not be altered by
the termination of the affiliation between AT&T and the entity assigned rights
or delegated obligations and liabilities under this Agreement.
I. AT&T's performance obligations under this Agreement shall be solely to
Customer and not to any third party. Other than as expressly set forth herein,
this Agreement shall not be deemed to provide third parties with any remedy,
claim, right of action, other right.
J. AT&T SHALL NOT HAVE ANY LIABILITY FOR DAMAGES OR DELAYS DUE TO FIRE,
EXPLOSION, LIGHTNING, POWER SURGES OR FAILURES, STRIKES OR LABOR DISPUTES,
WATER, ACTS OF GOD, THE ELEMENTS, WAR, CIVIL DISTURBANCES, ACTS OF CIVIL OR
MILITARY AUTHORITIES OR THE PUBLIC ENEMY, INABILITY TO SECURE PRODUCTS OR
TRANSPORTATION FACILITIES, FUEL OR ENERGY SHORTAGES, ACTS OR OMISSIONS OF
COMMUNICATIONS CARRIERS OR SUPPLIERS, OR OTHER CAUSES BEYOND ITS CONTROL
WHETHER OR NOT SIMILAR TO THE FOREGOING.
K. All formal notices, requests, demands and other communications required or
permitted under this Agreement shall be in writing unless otherwise specified in
this Agreement and shall be deemed to have been duly made and received when
personally served, or when mailed by first class mail, postage prepaid, to the
addresses indicated on Page 1 of this Agreement. The parties may change the
addresses on ten (10) days' prior written notice. In addition, the parties may
provide other notices in connection with
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AT&T - PROPRIETARY
the provision of the Services under this Agreement (such as notices relating to
service outages and maintenance) by other means, including by telephone,
facsimile or electronic mail.
L. Each party will comply with all applicable federal, state, local and other
laws, regulations, rules, and ordinances applicable to the provision and use of
the Services under this Agreement.
M. THIS IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SERVICES
PROVIDED HEREUNDER AND IT SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS,
REPRESENTATIONS, STATEMENTS, OR UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
CONCERNING SUCH SERVICES. No change, modification, or waiver of any of the terms
of this Agreement shall be binding unless included in a written agreement and
signed by both parties.
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CUSTOMER'S SIGNATURE BELOW ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTANDS
EACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREES TO BE BOUND BY
THEM.
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iVIEW SOFTWARE AT&T CORP.
By: /s/ ▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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(Authorized Signature) (Authorized Signature)
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------- -------------------------------
(Typed or Printed Name) (Typed or Printed Name)
President Contract Manager
--------------------------------------- -------------------------------
(Title) (Title)
8/13/96 8/15/96
--------------------------------------- -------------------------------
(Date) (Date)
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AT&T - PROPRIETARY
AT&T WORLDNET/Service ▇▇▇▇/ MANAGED INTERNET SERVICE (PLUS) ATTACHMENT
COVER SHEET
PAGE 1
This Attachment to the AT&T WorldNet/Service ▇▇▇▇/ Services Agreement between
Customer and AT&T Corp. ("Agreement") covers AT&T WorldNet/Service ▇▇▇▇/ Managed
Internet Service (Plus) ("MIS Plus") and is an integral part of the Agreement.
This Attachment consists of:
/bullet/ Cover Sheet
/bullet/ Appendix 1
MIS Plus Service Description
/bullet/ Appendix 2
MIS Plus Pricing
/bullet/ Appendix 3
MIS Plus Additional Terms and Conditions
/bullet/ Appendix 4 (If Applicable)
Agency Agreement authorizing AT&T to act as Customer's agent to order
access circuits for connection to MIS Plus
SERVICE PERIOD
This Attachment is effective when signed by Customer and accepted in writing by
AT&T ("Attachment Effective Date"). The Service Period will commence on the ANAD
(as defined in Appendix 3) and, unless terminated in accordance with the
provisions in the Agreement, will continue in effect for a period of Thirty-six
(36) months. At the end of the Service Period, this Attachment will continue in
effect on a month-to-month basis until terminated by either party giving the
other party at least thirty (30) days prior written notice.
TYPE OF CONTRACT NEW
TYPE OF ACCESS PRIVATE LINE
TAX EXEMPT NO
CHECK ALL OPTIONS THAT APPLY TO THIS ATTACHMENT
[ ] Customer elects OPTION A - PREMISES EQUIPMENT PACKAGE
[ ] Customer elects OPTION B - PRIMARY DOMAIN NAME SERVICE ADMINISTRATION (UP TO
15 ZONES/150 KBYTES)
[ ] Customer elects OPTION C - NETWORK NEWS FEED SERVICE
[ ] Customer elects OPTION D - PACKET FILTERING
[ ] Customer elects OPTION E - USAGE REPORTS
[ ] Customer elects OPTION F - ADDITIONAL SECONDARY DNS (UP TO 30 ZONES/300
KBYTES)
CUSTOMER'S SIGNATURE BELOW ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTANDS
EACH OF THE TERMS AND CONDITIONS IN THIS ATTACHMENT AND AGREES TO BE BOUND BY
THEM.
IVIEW SOFTWARE AT&T
BY: /s/ ▇▇▇▇▇ ▇▇▇▇ ACCEPTED: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------- --------------------------
(Authorized Signature) (Authorized Signature)
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------- -------------------------------
(Typed or Printed Name) (Typed or Printed Name)
PRESIDENT CONTRACT MANAGER
----------------------------------- -------------------------------
(Title) (Title)
8/15/96 8/15/96
----------------------------------- -------------------------------
(Date) (Date)
AT&T - PROPRIETARY
AT&T WORLDNET/Service ▇▇▇▇/ MANAGED INTERNET SERVICE (PLUS) ATTACHMENT
APPENDIX 1
MIS PLUS SERVICE DESCRIPTION
PAGE 1-1
1. SERVICE DESCRIPTION
AT&T WorldNet/Service ▇▇▇▇/ Managed Internet Service (Plus) ("MIS Plus") is a
value-added service providing managed connectivity to the Internet and other
value-added features. MIS Plus is provided in conjunction with BBN Planet.
MIS Plus provides managed Internet access, along with the following optional
advanced services:
/bullet/ Premises Equipment Package
/bullet/ Primary Domain Name Service ("DNS") Administration (up to 15 zones/150
Kbytes)
/bullet/ Network News Feed
/bullet/ Packet Filtering
/bullet/ Usage Reports
/bullet/ Additional Secondary DNS (up to 30 zones/300 Kybtes)
The Service Description includes Implementation Support, Network Operations and
Services, Technical Services and Support, and Advanced Services.
1.1 SERVICE DELIVERY
MIS Plus is available at access bandwidth sizes ranging from 56 Kps to 45 Mbps,
and will be provisioned to ensure adequate throughput for MIS Plus on a
shared-facilities basis consistent with the selected access bandwidth size. AT&T
reserves the right to aggregate network facilities based on AT&T network
engineering design criteria. Access options include Digital Private Line
(ACCUNET/Registered trademark/ Digital Services). Frame Relay (AT&T
InterSpan/Registered trademark/ Frame Relay Service) and Static Integrated
Network Access ("SINA").
When Customer elects to employ Digital Private Line (ACCUNET/Registered
trademark/ Digital Services) access, a 10 Mbps access bandwidth is available.
Customers purchasing 10 Mbps access bandwidth in connection with Digital Private
Line access must provide: (1) a Digital Link 3100 CSU/DSU; and, (2) and a 45
Mbps access circuit exclusively for use in connection with MIS Plus. No portion
of the Customer-provided 45 Mbps MIS Plus Service access circuit may be used for
any application other than the 10 Mbps (including but not limited to M28
functionality, channel separation arrangements, or other shared uses).
Where Customer elects to employ AT&T InterSpan/Registered trademark/ Frame Relay
access, Customer must make available exclusively for use in connection with the
MIS Plus Service: (1) one Permanent Virtual Circuit (PVC) equal to the MIS Plus
access bandwidth specified in MIS Pricing Appendix 2, Schedule II attached
hereto; (2) one AT&T InterSpan/Registered trademark/ Frame Relay ingress access
port equal in size or larger than the PVC identified above: and, (3) a POTS line
for diagnostic purposes. The PVC, ingress access port and POTS line may not
under any circumstances be shared among MIS Plus Service and any Frame Relay or
other devices.
Where Customer elects to employ SINA, Customer must make available, exclusively
for use in connection with the MIS Plus Service: (1) bandwidth equal or greater
in size than the MIS Plus access bandwidth specified in MIS Pricing Appendix 2,
Schedule II attached hereto; and, (2) a POTS line.
1.2 INTERNET CONNECTIVITY OPTIONS
As consideration for the provision of Services hereunder, Customer irrevocably
waives any and all rights it may have under service agreement(s) with AT&T
(predating this Agreement) to purchase Internet connectivity in connection with
AT&T InterSpan Frame Relay Services.
Under this Attachment, MIS Plus is available only within the 48 contiguous
states of the United States.
2. IMPLEMENTATION SUPPORT
MIS Plus is a complete set of Internet access services and support. MIS Plus
includes everything necessary to assure that a business customer will establish
and maintain a successful connection to the Internet. MIS Plus includes expert
implementation support, pro-active monitoring of service levels, and problem
diagnosis and resolution.
Implementation support, including Option "A" for customer premises equipment, is
described below.
2.1 SITE PLANNING AND PREPARATION
AT&T will provide site planning information to Customer's designated point of
contact in order to assist Customer in preparing for installation of MIS Plus.
Customer will be responsible for providing space and power for a dedicated
router and other premises equipment, an attachment to Customer's internal
network, and at least one computer with TCP/IP support.
AT&T - PROPRIETARY
AT&T WORLDNET/Service ▇▇▇▇/ MANAGED INTERNET SERVICE (PLUS) ATTACHMENT
APPENDIX 1
MIS PLUS SERVICE DESCRIPTION
PAGE 1-2
MIS Plus includes the registration and propagation of network numbers, domain
names, and routing information as required for Customer's environment.
2.2 COMMUNICATIONS CIRCUIT ORDERING
AT&T will (on behalf of Customer) order and arrange for installation of the
Digital Private Line or other circuit necessary to connect Customer's locations
as specified in the initial Sales Order form, to the designated AT&T Point of
Presence ("Access Facilities"). AT&T arranges for termination of the circuit in
proximity to the planned location of the premises equipment. Any inside wiring
charges shall be the responsibility of Customer. AT&T shall use reasonable
efforts to work with suppliers of Access Facilities to resolve problems with
Access Facilities, but AT&T shall not be responsible for interruptions to MIS
Basic caused by Access Facilities or installation delays caused by suppliers of
Access Facilities. Arrangements shall be made for AT&T to be given adequate and
necessary control over Access Facilities as required in connection with AT&T's
provision of MIS Basic.
2.3 EQUIPMENT PROVISIONING AND STAGING
Customer may purchase and own premises equipment as required by AT&T to use in
connection with MIS Plus, but shall assign full management and operational
control of that equipment, including passwords, to AT&T. MIS Plus customers must
maintain the premises equipment to current hardware and software revision levels
to make sure that AT&T continues to be able to exercise operational control. An
MIS Implementation Engineer will work with Customer's Implementation coordinator
to assure that the proper equipment is used and configured correctly.
Customer is able to lease or purchase CPE equipment under option "A". With or
without Option "A," customers may, for additional charges as specified in the
Pricing Schedule (Appendix 2), select either remote installation, referred to as
Tele-Install (via telephone), of premises equipment, or on-site installation.
Tele-Install entails having MIS technicians remotely assist Customer's technical
liaison in the configuration of the premises equipment as necessary to ensure
that the premises equipment is configured properly to work with MIS Plus and
validate the integration of Customer's existing internal network with MIS Plus.
In the case of the on-site implementation option, an MIS technician is
dispatched to Customer's premises to perform the installation.
2.4 ACCEPTANCE TESTING
The MIS Network Operations Center ("NOC") conducts tests to Customer's locations
as specified in the initial Sales Order form to ensure that the on-site router
can successfully communicate over MIS Plus. The acceptance test verifies the
proper operation of the on-site equipment package, the local access facility,
and the AT&T access infrastructure.
2.5 INITIAL INTEGRATION SERVICE
MIS Plus includes Internet Integration support. This includes consultation and
assistance towards performance of the following initial configuration and
orientation tasks on Customer's fully-installed internet host:
/bullet/ TCP/IP software configuration
/bullet/ SMTP mail host configuration
Such activities will be undertaken on AT&T-approved computing systems with
suitable TCP/IP software.
The integration phase of implementation is considered complete when the criteria
defined in Section 2.6 are met.
2.6 ACCEPTANCE CRITERIA
Project implementation for Customer shall be considered complete and service
billing will be initiated when the following criteria have been met:
1. The access router and associated premises equipment is correctly configured
and installed at Customer locations specified in the initial Sales Order form,
and IP connectivity to the Internet (including routing outside the MIS network)
exists. MIS technical staff verifies IP connectivity through a test which sends
repeated pings through the Internet to Customer site and verifies that the pings
were received. In cases when the premises equipment configuration supports it,
technical staff verifies IP routing through a traceroute test.
AT&T - PROPRIETARY
AT&T WORLDNET/Service ▇▇▇▇/ MANAGED INTERNET SERVICE (PLUS) ATTACHMENT
APPENDIX 1
MIS PLUS SERVICE DESCRIPTION
PAGE 1-3
2. If Customer has its own domain, Customer's domain is registered with InterNIC
(a process which is managed by AT&T) and any AT&T-supplied primary and secondary
DNS servers are operational for Customer's domain.
3. Any required packet filtering, if Option "D" is selected, has been installed
in the MIS router.
After completion of the acceptance criteria specified above, Customer may
request that MIS Plus be re-installed and tested at locations different from
that specified in the initial Sales Order form ("New Location") for the duration
of the Service Period, provided that the total number of Customer locations does
not exceed that specified in the initial Sales Order form. AT&T shall re-install
and re-test MIS Plus at New Locations for an additional installation fee as
specified in Appendix 2. Following satisfaction of the above-specified
acceptance criteria for the locations specified in the initial Sales Order form,
service billing will continue throughout the Service Period regardless of
re-installation and testing activities at any New Location.
2.7 NEW CUSTOMER TRAINING
Installation includes classroom training on networking topics such as
establishing domain name servers, configuring gateways, implementing subnetting
schemes and processing electronic mail addresses. The two days of training for
two people will be offered at a designated MIS Training Facility.
3. NETWORK OPERATIONS AND SERVICE
MIS network operations and technical support staff is dedicated to providing
high network availability and performance. MIS is monitored 24 hours per day,
365 days a year by experienced operators and technicians.
The NOC will coordinate operations with Customer's designated points of contact,
hardware vendors and operators of other networks.
The NOC will perform proactive operations support and troubleshooting of network
and service infrastructure and provide pro-active monitoring of service levels
and problem diagnosis and resolution. In addition, AT&T will regularly generate
and store premises router performance information in the NOC for Customer's
retrieval and use.
3.1 NETWORK MONITORING
The NOC uses SNMP-based (Simple Network Management Protocol) software to monitor
the network. This software is coupled with additional tools to monitor non-SNMP
equipment, domain name servers, NNTP (Network News Transfer Protocol) news
feeds, and other network services. The monitoring software reports the status of
the network to a display that is monitored throughout the day. Changes in the
network status are logged to provide the NOC with the ability to evaluate staff
responsiveness and network availability.
3.2 COMMUNICATION LINK MAINTENANCE
The NOC is responsible for maintaining the communications link between Customer
and the MIS network. This includes problem diagnosis, and any necessary vendor
interaction for dispatch and repair.
3.3 PREMISES EQUIPMENT MAINTENANCE
MIS Plus includes maintenance for dedicated premises equipment for MIS Plus
customers who purchase CPE option "A". The MIS operations staff shall diagnose
failures with the assistance of Customer's designated point of contact
designated by Customer at the site, and determine whether equipment replacement
is required. Customer's designated point of contact shall perform the actual
replacement with telephone assistance (as necessary) from the NOC.
If Customer has selected Option "A" (Premises Equipment Package), Customer shall
receive replacement equipment via next-business-day courier.
4. TECHNICAL SERVICES AND SUPPORT
4.1. SOFTWARE AND CONFIGURATION SUPPORT
MIS technical staff will coordinate software updates and configuration changes
as required for the router and CSU/DSU. AT&T will notify the Customer's
designated point of contact of software changes, and will seek where feasible to
perform maintenance during off-hours.
AT&T - PROPRIETARY
AT&T WORLDNET/Service ▇▇▇▇/ MANAGED INTERNET SERVICE (PLUS) ATTACHMENT
APPENDIX 1
MIS PLUS SERVICE DESCRIPTION
PAGE 1-4
4.2 24-HOUR HOTLINE
All hotline calls will be answered by a touch-tone menu system. The hotline will
be staffed on a 24-hour basis.
4.3 TROUBLE TICKET SYSTEM
The Network Operations Trouble Ticket System allows the NCC to track problems
from initial report through satisfactory resolution. As the MIS staff works to
resolve problems, the current status is always entered in the Trouble Ticket
System. The system's electronic mail and fax interfaces allow these entries to
be provided automatically to interested customer technical contacts.
4.4 FAULT ISOLATION AND PROBLEM RESOLUTION
Fault isolation involves coordination among network operators and technicians,
staff at the affected site and other vendors. Depending on the specific
technologies used, the process may involve testing equipment, reconfiguring
routers, or diagnosing communications linkproblems. The MIS operations staff
will also seek to keep AT&T customer informed of any widespread outages on
connecting networks.
4.5 SECURITY PROCEDURES
MIS security procedures include keeping customers informed of known and
suspected security breaches. Information about security problems will be
reviewed and may be distributed to customer sites by the MIS operations staff.
Fax, phone calls and e-mail will be employed, based on the urgency and nature of
the problem. MIS Plus customers may designate a list of up to 5 contacts who
will be authorized to request site disconnection or reconnection as necessary.
The security procedures employed with MIS Plus constitute only part of a
comprehensive security plan for any user of Internet services, and do not
guarantee network security or prevent security incidents. Customer is
responsible for implementing security measures to protect its network, systems,
applications, data files, programs, procedures and information from unauthorized
access, alteration, theft, loss or destruction.
4.6 SECONDARY DOMAIN NAME SERVICE (DNS)
AT&T provides MIS Plus customers with secondary domain name service as necessary
for successful presence on the network (up to 10 zones and 100 Kbytes of zone
file data). Secondary DNS service is maintained on multiple servers which are
physically diverse and connected to the MIS network at different points. DNS
administration is performed during normal business hours and changes are limited
to an average of one per week.
5. OPTIONAL SERVICES
MIS Plus customers may subscribe to the following optional advanced services.
OPTION "A" - PREMISES EQUIPMENT PACKAGE
MIS Plus customers may choose to obtain pre-configured customer premises
equipment from AT&T as part of the service for an additional monthly fee, or on
a purchase basis at a one-time cost. AT&T will replace equipment in need of
repair under this Option as provided in Section 3.3 of Appendix 1, Service
Description. Customers are able to lease or purchase, for an additional fee, a
redundant CPE configuration for use as a replacement spare.
Customers who are using Digital Private Line (ACCUNET/Registered trademark/
Digital Services) access may choose one of three premises equipment packages.
Package one: a TCP/IP router, CSU/DSU, loopback connector, transceiver, and
associated cables.
Package two: a TCP/IP router, loopback connector, transceiver, and associated
cables.
Package three: a CSU/DSU only.
These configurations are provided and managed by AT&T.
For Customers who use Frame Relay (AT&T InterSpan/Registered trademark/ Frame
Relay Service) or SINA access, only premise equipment Package two is available.
The premises equipment package (Package two) for Frame Relay and SINA Customers
consists of a TCP/IP router, a 14.4 Kbps diagnostic modem, loopback connector,
transceiver, and associated cables. This configuration is provided and managed
by
AT&T - PROPRIETARY
AT&T WORLDNET/Service ▇▇▇▇/ MANAGED INTERNET SERVICE (PLUS) ATTACHMENT
APPENDIX 1
MIS PLUS SERVICE DESCRIPTION
PAGE 1-5
AT&T. Customer must provide and manage a multiplexor or a CSU/DSU with drop and
insert capability and a POTS line.
Customers may choose between Token Ring, AUI or 10BASE-T and 10BASE-2
transceiver types. Where a different type of transceiver is required, Customer
is responsible for providing it. The package of service equipment utilized by
each customer is pre-assembled and subjected to a hardware quality acceptance
test by MIS technical staff before delivery to Customer site. To ease
installation, equipment is either pre-configured before delivery to Customer or
remotely configured by MIS technical staff after it is connected to the network.
OPTIONS "B" - PRIMARY DOMAIN NAME SERVICE (DNS) ADMINISTRATION (up to 15
zones/150 Kbytes)
The translation of domain names (e.g., ▇▇▇.▇▇▇) to underlying Internet addresses
is performed by primary domain name servers. Therefore, establishment of a
primary DNS is a prerequisite for each Internet presence. Secondary DNS backup
is part of MIS Plus (up to 10 zones and 100 Kbytes of associated zone file
data). By purchasing Option "B," Customers may have MIS provide primary DNS
service rather than incurring the cost of setting up and managing a primary DNS
system in-house. This option provides primary DNS for up to 15 zones and 150
Kybtes of associated zone file data. Customers may purchase multiple instances
of primary DNS to satisfy their primary DNS requirements.
MIS engineers work with Customer to develop and implement a DNS strategy. This
includes working with InterNIC to register Customer's domain name. Customer is
responsible for all InterNIC fees related to provisioning and use of domain
names. Once in place, changes to the DNS data base are performed during normal
business hours and limited to an average of one request per week.
OPTION "C" - NETWORK NEWS FEED SERVICE
Network News is a forum of groups that conduct national and international
dialogues on thousands of topics. Hundreds of thousands of people throughout the
world participate in this "bulletin board." The forum allows people to post and
read about new findings, products, services, or commentary within a special
interest group or a wider audience. Under Option "C", MIS Plus offers
comprehensive or selective access to these news groups, as chosen by the
Customer. AT&T IS NOT RESPONSIBLE IN ANY WAY FOR THE CONTENT OF ANY NEWS GROUPS
THAT MAY BE ACCESSED BY CUSTOMER THROUGH THIS FEATURE.
As a prerequisite to Network News Feed Service, Customer must install a news
server provided by Customer. Once the server is in place and the service is
established, MIS Plus feeds selected news information from the MIS central news
server to Customer's server via NNTP making it available to all authorized users
on Customer's private network. MIS staff will track evolving use of news feed
service and make recommendations on upgrading access line speed to keep pace
with news feed requirements.
Customers may request changes to the list of news groups fed from the MIS server
during normal business hours at a frequency averaging up to one change request
per week.
OPTION "D" - PACKET FILTERING
Packet Filtering is a useful component of a comprehensive security plan. Under
Option "D," AT&T oversees implementation and ongoing management of packet
filtering tables resident in the premises router. These filters help control
which outside addresses can enter a customer's internal network and help screen
internal users from connecting with predesignated outside destinations via the
Internet.
The MIS engineering staff works with Customer to develop a customized packet
filtering plan. Once this design phase is complete, AT&T builds the filtering
tables in the router and maintains the filtering tables as Customer's
environment evolves. Routine changes to filters are limited to an average of one
request per week.
OPTION "E" - USAGE REPORTS
Network Usage Reports are a traffic summary that allow customers to track access
line utilization and peak activity periods. With this information, customers can
proactively plan access line bandwidth upgrades as overall utilization grows.
The usage report is provided weekly and details utilization as a percentage of
available bandwidth across the week. This information is collected from Customer
premises equipment using SNMP tools.
AT&T - PROPRIETARY
AT&T WORLDNET/Service ▇▇▇▇/ MANAGED INTERNET SERVICE (PLUS) ATTACHMENT
APPENDIX 1
MIS PLUS SERVICE DESCRIPTION
PAGE 1-6
OPTION "F" - ADDITIONAL SECONDARY DNS (up to 30 zones/300 Kybtes)
Secondary DNS, as back-up to the Primary DNS, is included as part of MIS Basic
for up to 10 zones and 100 Kbytes of associated zone file data. By selecting
this option, Customer can choose to increase that coverage to up to 30 zones and
300 Kbytes of associated zone file data. Customers may purchase multiple
instances of secondary DNS to satisfy their secondary DNS requirements.
AT&T WORLDNET/Service ▇▇▇▇/ MANAGED INTERNET SERVICE (PLUS) ATTACHMENT
APPENDIX 2
MIS PLUS PRICING
PAGE 2-1
PRICING
The prices specified in this Appendix 2 apply to each location specified in the
initial Sales Order from and provisioned for MIS Plus and, other than Access
Facilities Changes under Schedule IV, are guaranteed for the Service Period only
and only for services initially purchased under this Attachment. At the end of
the Service Period, all discounts and discount plans will cease, and AT&T may
amend the prices from time-to-time provided that AT&T gives Customer at least
sixty (60) days prior written notice. Different prices may also apply to
services, features, options and locations selected after the Attachment
Effective Date.
Schedule I: Implementation Support Fees
SERVICE LEVEL
TELE-INSTALL WAIVED
Notes:
(1) Implementation support fees are a one-time charge due within 30 days
of the service commencement.
(2) Travel expenses also apply to on-site installations more than 125 miles
from any MIS service center: Dallas, Chicago, Atlanta, Cambridge, New
York City, Palo Alto and Washington, DC.
(**) 45 Mbps Installation costs will be provided to the customer on a case
by case basis.
Schedule II: AT&T Worldnet/Service ▇▇▇▇/ Managed Internet Service (Plus)
ACCESS BANDWITH RATES AND MONTHLY SERVICE FEE
45 MBPS
QTY
---
1 $17,500 each
Notes:
(**) 45 Mbps Service costs will be quoted on a case by case basis.
Additional charges may apply for services or features not specified herein,
including location changes and professional services.
Schedule III: Options Services
OPTIONS
Option "A"
Premises Equipment Package
A-1. MIS Token Ring Router CPE
CISCO 2502 (1 Token Ring Port and 2 Serial Ports) and
CSU/DSU
-N/A-
CISCO 2513 (1 Token Ring Port, 1 Ethernet Port and 2 Serial
Ports) and CSU/DSU
-N/A-
MIS 2 Ethernet Port CPE
CISCO 2514 (2 Ethernet Ports and 1 Serial Port) and CSU/DSU
-N/A-
A-2. Routers
AT&T PROPRIETARY
AT&T WORLDNET/Service ▇▇▇▇/ MANAGED INTERNET SERVICE (PLUS) ATTACHMENT
APPENDIX 2
MIS PLUS PRICING
PAGE 2-2
-N/A-
A-3. CSU/DSU
-N/A-
(**) 45 Mbps prices will be quoted on a case by case basis.
INSTALLATION
MONTHLY (ONE TIME)
------- ------------
Option "B"
Primary DNS Administration
(Up to ▇▇ ▇▇▇▇▇/▇▇▇ ▇▇▇▇▇▇) -▇▇- -▇▇-
Notes:
(1) Secondary DNS Administration included in MIS Plus includes up to 10
zones and 100 Kbytes of associated zone file data. Primary DNS
Administration includes up to 15 zones and 150 Kbytes of associated
zone file data.
INSTALLATION
MONTHLY (ONE TIME)
------- ------------
Option "C"
Network News Feed
Service -NA- -NA-
Option "D"
Packet Filtering -NA- -NA-
Option "E"
Usage Reports -NA- -NA-
Option "F"
Additional Secondary DNS
(up to ▇▇ ▇▇▇▇▇/▇▇▇ ▇▇▇▇▇▇) -▇▇- -▇▇-
Schedule IV: Access Facilities Charges
Access Facilities will be priced on an individual case basis by your AT&T
Representative from Customer location to the point where service availability
has been defined. The following access types will be supported:
Digital Private Line (ACCUNET/registered/ Digital Services)
Frame Relay (AT&T InterSpan/registered/ Fram Relay Service)
Static Integrated Network Access (SINA)
Others as approved by AT&T on a case-by-case basis
Service will be available at all AT&T InterSpan and ACCUNET Points of Presence
within the ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇.
AT&T PROPRIETARY
AT&T WORLDNET/Service ▇▇▇▇/ MANAGED INTERNET SERVICE (PLUS) ATTACHMENT
APPENDIX 2
MIS PLUS PRICING
PAGE 2-3
Schedule V: Special Options
Redundant Configuration Option
-NA-
Special Options include Redundant Configurations. With this Special Option,
available to MIS Plus customers that select Option "A" Premises Equipment
Package, dual premises equipment is provided to the customer, and each router
and CSU/DSU pair is homed into a different AT&T POP. This Special Option does
not include loadsharing of outbound traffic across the Access Facilities (which
is the responsibility of the customer's host) or inbound traffic balancing
across the Access Facilities (which cannot be assured in this configuration).
Special Options also include the following services offered by BBN Planet: Web
Advantage /Service ▇▇▇▇/ Service and Site Patrol /Service ▇▇▇▇/ Service. See
your AT&T Representative for descriptions and terms and conditions relating to
these services.
Special Options will be priced out on an individual basis by your AT&T
Representative.
THE TOTAL MONTHLY PRICE IS THE SUM OF APPLICABLE PORTIONS OF SCHEDULES II, III,
IV AND V.
Schedule VI: Moving Fees
Re-installation of MIS Service at a New Location $1,000 per location
Re-installation services performed outside of standard operating hours
(8:00 a.m. to 5:00 p.m. Monday through Friday) $500 per location
AT&T PROPRIETARY
AT&T WORLDNET/Service ▇▇▇▇/ MANAGED INTERNET SERVICE (PLUS) ATTACHMENT
APPENDIX 3
MIS PLUS ADDITIONAL TERMS AND CONDITIONS
PAGE 3-1
1. IMPLEMENTATION
Customer and AT&T will mutually agree upon a Scheduled Network
Activation Date ("SNAD") for each location site specified in the
initial Sales Order form. AT&T will use all reasonable efforts to
ensure that service is provided by that date.
2. BILLING
Billing for each location specified in the initial Sales Order form
shall begin on the earlier of (i) the Actual Network Activation Date
("ANAD") for that location; or, (ii) if implementation is postponed
beyond the SNAD at the request of Customer, due to Customer's failure
to meet its obligations under this agreement, or otherwise due to
circumstances within Customer's control, the SNAD as set forth in
Section 1, Implementation.
The ANAD for a Customer location is when Customer is notified by AT&T
that MIS Plus is being provided to that location.
3. TERMINATION
IF A 12-MONTH SERVICE PERIOD IS SELECTED, THE FOLLOWING APPLIES:
Customer may terminate this Attachment by thirty (30) days' prior
written notice to AT&T and payment of all charges incurred as of the
termination date and a Termination Charge. The Termination Charge will
consist of: (1) 100% of the scheduled payments for each of the months
remaining through month 12 of the Service Period; (2) all discounts (if
any) received by Customer; and, (3) any Access Facilities cancellation
charges or other charges incurred by AT&T as a result of such
termination.
IF A 24-MONTH SERVICE PERIOD IS SELECTED, THE FOLLOWING APPLIES:
Customer may terminate this Attachment by thirty (30) days' prior
written notice to AT&T and payment of all charges incurred as of the
termination date and a Termination Charge. The Termination Charge will
consist of: (1) 100% of the scheduled payments for each of the months
remaining through month 12; (2) 50% of the scheduled payments for each
of the months remaining through month 24; (3) all discounts (if any)
received by Customer; and, (4) any Access Facilities cancellation
charges or other charges incurred by AT&T as a result of such
termination.
IF A 36-MONTH SERVICE PERIOD IS SELECTED, THE FOLLOWING APPLIES:
Customer may terminate this Attachment by thirty (30) days' prior
written notice to AT&T and payment of all charges incurred as of the
termination date and a Termination Charge. The Termination Charge will
consist of (1) 100% of the scheduled payments for each of the months
remaining through month 12; (2) 50% of the scheduled payments for each
of the months remaining through month 24; (3) 25% of the scheduled
payments for each of the months remaining through month 36; (4) all
discounts (if any) received by Customer; and, (5) any Access Facilities
cancellation charges or other charges incurred by AT&T as a result of
such termination.
For both the 12-month, 24-month, and 36-month terms, thirty (30) days
after the ANAD of the first location, Customer shall have a one time
right to terminate this Attachment within the ten (10) day period
thereafter by giving AT&T seven (7) days' written notice of termination
and payment of all charges incurred as of the termination date, but
without payment of any Termination Charges other than as provided under
item (3) in the preceding paragraph.
Customer may terminate this Attachment at any time during the Service
Period without liability (other than for any Access Facilities
cancellation charges or other charges incurred by AT&T as a result of
such termination) provided that Customer replaces this Attachment with
a new Attachment or Agreement with AT&T for MIS of term and revenue
commitments at the same locations equal to or greater than the
aggregate term and revenue commitments contained in this Attachment.
AT&T PROPRIETARY
AT&T WORLDNET/service ▇▇▇▇/ MANAGED INTERNET SERVICE (PLUS) ATTACHMENT
APPENDIX 3
MIS PLUS ADDITIONAL TERMS AND CONDITIONS
PAGE 3-2
4. AT&T-PROVIDED EQUIPMENT ON CUSTOMER'S PREMISES
The following applies to any AT&T provided equipment located on
Customer's premises:
AT&T will deliver, install, and maintain the equipment, as more
specifically described in Appendix 1, Service Description.
Customer, at its own expense, will provide: (i) an equipment room
environmentally compliant with local laws of each country and other
environmental conditions as specified by AT&T; (ii) reasonable access
to the equipment at times specified by AT&T; and, (iii) adequate work
space, heat, light, ventilation and electrical outlets.
Customer is responsible for removal of any hazardous material (e.g.,
asbestos) or correction of any hazardous condition on Customer's
premises that affects AT&T's performance.
The equipment shall not be removed, relocated, modified, or attached to
non-AT&T equipment by Customer without prior written authorization from
AT&T, which shall not be unreasonably withheld.
Except for equipment subject to the Purchase Option under Option "A"
(Premises Equipment Package), title to the equipment will remain with
AT&T. Customer will, however, be liable for repair charges or the
replacement cost of the equipment if it is damaged or lost due to
theft, negligence, intentional acts, unauthorized acts or other causes
within the reasonable control of Customer, its agents or employees,
Customer will bear all risk of loss to equipment subject to the
Purchase Option under Option "A" (Premises Equipment Package).
Except for equipment subject to the Purchase Option under Option "A"
(Premises Equipment Package), upon termination of this Agreement, or
earlier termination of the applicable AT&T provided equipment option,
Customer will make the equipment available for removal or return it in
the same condition as originally installed, ordinary wear and tear
excepted or Customer will pay for restoration of the equipment to such
condition. AT&T shall not be obligated to restore the premises to its
original condition. If Customer does not return the equipment or make
it available for removal by AT&T, then Customer shall be liable for its
then-current market value.
EQUIPMENT PROVIDED TO CUSTOMER SUBJECT TO THE PURCHASE OPTION UNDER
OPTION "A" IS PROVIDED BY AT&T "AS IS," WITH NO EXPRESS OR IMPLIED
REPRESENTATIONS OR WARRANTIES OF ANY KIND (SUCH AS MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE). AT&T'S SOLE OBLIGATION WITH RESPECT
TO SUCH EQUIPMENT SHALL BE AS PROVIDED UNDER SECTION 3.3 OF APPENDIX 1,
SERVICE DESCRIPTION.
AT&T WORLDNET/Service ▇▇▇▇/ MANAGED INTERNET SERVICE (PLUS) ATTACHMENT
APPENDIX 4
AGENCY AGREEMENT
PAGE 4-1
This Agency Agreement is between AT&T Corp. ("AT&T") and Customer.
1. EFFECTIVE DATE
This Agreement is effective upon execution of the AT&T
Worldnet/Service ▇▇▇▇/ Managed Internet Service (Plus) Attachment and
shall continue in effect as long as the MIS Attachment is in effect.
2. SERVICES
Customer authorizes AT&T to arrange for and coordinate installations
and disconnection of tariffed and other communications services as
required by Customer for its MIS Plus configuration.
3. PAYMENT OF CHARGES
All recurring and non-recurring charges made by vendors for service
ordered on Customer's behalf shall be paid by Customer directly and are
not the responsibility of AT&T.
4. LIMITATION OF LIABILITY
Customer's sole and exclusive remedies shall be: (a) in the event of
breach of this Agency Agreement by AT&T, Customer's right to terminate
this Agency Agreement; (b) Customer's right to direct damages for
damage to real or tangible personal property or damages for bodily
injury or death, proximately caused by AT&T's negligence; and, (c)
Customer's right to receive a credit for charges billed to Customer by
vendors solely as a result of negligence by AT&T. Except as provided in
subparagraphs (b) and (c) above, AT&T shall have no liability for
either direct, indirect, incidental or consequential damages (including
lost profits) resulting from or arising in connection with this Agency
Agreement. AT&T shall not be responsible for non-performance by any
vendor from which AT&T orders service or equipment on Customer's
behalf.
5. COVERAGE
This Agency Agreement is in effect for all of Customer's MIS Plus
locations unless otherwise specified by Customer in writing.
THIS IS THE ENTIRE AGENCY AGREEMENT BETWEEN CUSTOMER AND AT&T WITH RESPECT TO
MIS PLUS. ANY AMENDMENTS, MODIFICATIONS OR CHANGES MUST BE IN WRITING AND SIGNED
BY CUSTOMER AND AT&T.
IVIEW SOFTWARE AT&T
By: /s/ ▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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(Authorized Signature) (Authorized Signature)
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(Typed or Printed Name) (Typed or Printed Name)
President Contract Manager
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(Title) (Title)
8/13/96 8/15/96
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(Date) (Date)
AT&T PROPRIETARY