Agreement No. LFM003D
Amendment No. 1
Spanlink Communications, Inc. Lucent Technologies Inc.
One Main Street, SE ▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Agreement No. LFM003D between Spanlink Communications, Inc. ("SPANLINK") and
Lucent Technologies Inc. ("LUCENT") is hereby amended as follows:
Article 2 - License Grant, paragraph A, the first sentence is modified to read:
"SPANLINK grants LUCENT, subject to payment terms set forth in Exhibit B, a
non-exclusive, worldwide right and license to use, reproduce, demonstrate,
market, sub-license, and distribute copies of PRODUCT supplied to LUCENT by
SPANLINK in object code form.
Effective June 1, 1998, Exhibit A, Exhibit B, Exhibit C, and Exhibit D are
deleted in their entirety and replaced with the attached Exhibit A, Exhibit B,
Exhibit C, and Exhibit D, dated June 1, 1998.
Effective July 1, 1998, Article 8 - Payments, Section A is modified to read as
follows:
A. LUCENT shall provide SPANLINK with reports in accordance with
the provisions of ARTICLE 3 REPORTS. All payments due to
SPANLINK under this Agreement shall be made on a monthly basis
within thirty (30) days from the date of the end of the month
in which the PRODUCT was sold by LUCENT or a LUCENT AFFILIATE.
All other terms and conditions shall remain unchanged.
ACCEPTED:
SPANLINK COMMUNICATIONS, INC. LUCENT TECHNOLOGIES INC.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, C.P.M.
Title CEO Title OEM Sourcing Manager
Date 6/23/98 Date June 22, 1998
EXHIBIT A
PRODUCTS TO BE DELIVERED TO LUCENT
For the purposes of this Agreement PRODUCT is defined as follows:
1. For Customer Assist Care Center Version 6.0 associated with CONVERSANT
Voice Information System (VIS) Version 6.0 (V6.0)
A. DEFINITIONS:
1. The most current version of Conversant Call Center
namely Customer Assist Care Center Version 6.0, or
any portion thereof, in object and source code form,
as described in the most current user documentation,
the June 7, 1996 summary letter, the September 17,
1996 Phase II Implementation document, and the
September 24, 1996 Requirements for Customer Assist
Care Center document. Copies of said user
documentation, June 7, 1996 letter, September 17,
1996 Implementation document, and September 24, 1996
Requirements document are attached hereto as or
described on Attachments 1, II, III., and IV,
respectively. In the event said documents conflict,
the user document shall control.
2. Any future version of PRODUCT, as modified by
SPANLINK, pursuant to ARTICLE 6 DELIVERABLES and all
terms and conditions described therein, provided,
however, that SPANLINK has access to and reasonable
assistance from LUCENT developers as needed. In
addition, SPANLINK shall be provided with development
equipment and software at a special business partner
price mutually agreed upon between the parties.
3. Any system modifications of current or future
versions of PRODUCT as required by ARTICLE 13 -
WARRANTY. Such modifications shall include the latest
error updates and maintenance releases of the Source
Code.
4. Any future PEC coded items mutually agreed upon, in
writing, between the parties.
B. OPERATING ENVIRONMENT
The PRODUCT is intended to run on the Intuity CONVERSANT Voice
Information System (VIS) Version 6.0 (V6.0)
C. DELIVERABLE ITEMS
SPANLINK agrees to deliver the following to LUCENT on or
before December 16, 1996:
1. Object code in a format that operates on each of the
following LUCENT target computers:
Conversant System MAP/100
Conversant System MAP/40
2. User documentation that reflects all current PRODUCT
deliverables in U.S. English with no translation into
any other languages. LUCENT shall be responsible for
replication (including associated costs) of all
documentation.
3. Source Code, subject to EXHIBIT E. ESCROW AGREEMENT
4. SPANLINK further agrees to deliver on an as requested
basis:
a. Training as described in EXHIBIT C. TRAINING
DELIVERABLES
b. Maintenance support services as described in
EXHIBIT D. MAINTENANCE SUPPORT
Parties hereby acknowledge adequate compliance with
all dates set forth in Attachment II and III and that
the December 16, 1996 date for deliverable items in
paragraph three (3.) hereof sets forth the obligation
of SPANLINK, hereunder, notwithstanding different
dates provided in Attachments II and III.
D. ACCEPTANCE
PRODUCT will be deemed accepted if the software meets the
following criteria:
1. Performs according to the most current user
documentation and the September 24, 1996
Requirements for Customer Assist Care Center
document, including functionality, performance, and
installation requirements. Copies of said documents
are attached hereto or described on Attachments I and
IV. In the event said documents conflict, the most
current user document shall control.
2. Terms and conditions of acceptance are governed by
ARTICLE 10 - ACCEPTANCE.
E. PRODUCT SPECIFICATION
1. PRODUCT will be packaged by SPANLINK in accordance
with instructions contained in the most current user
documentation as described in Attachment I.
2. PRODUCT will be administered/installed without the
use of Scriptbuilder software.
3. PRODUCTS' System Administrator and "voice mail" like
interfaces will be consistent with LUCENT FMLI style
menus and forms.
4. LUCENT will reasonably cooperate with SPANLINK to
provide any necessary PBX's, Conversant systems, and
adjunct software and components for developmental and
testing purposes.
F. SOFTWARE MEDIA FORMAT
Golden Master Diskette on 3-1/2 inch removable medium pursuant
to ARTICLE 6 - DELIVERABLES.
II. For Customer Assist Care Center Version 7.0 associated with CONVERSANT
Voice Information System (VIS) Version 7.0 (V7.0)
A. DEFINITIONS:
1. The most current version of Conversant Call Center
namely Customer Assist Care Center Version 7.0, or
any portion thereof, in object and source code form,
as described in the May 29, 1998, product proposal.
Copy of the May 29, 1998, Product Proposal is
attached hereto as or described on Attachments V,
respectively.
2. Any future version of PRODUCT, as modified by
SPANLINK, pursuant to ARTICLE 6 - DELIVERABLES and
all terms and conditions described therein, provided,
however, that SPANLINK has access to and reasonable
assistance from LUCENT developers as needed. In
addition, SPANLINK shall be provided with development
equipment and software at a special business partner
price mutually agreed upon between the parties.
3. Any system modifications of current or future
versions of PRODUCT as required by ARTICLE 13 -
WARRANTY. Such modifications shall include the latest
error updates and maintenance releases of the Source
Code.
4. Any future PEC coded items mutually agreed upon, in
writing, between the parties.
B. OPERATING ENVIRONMENT
The PRODUCT is intended to run on the Intuity CONVERSANT Voice
Information System (VIS) Version 7.0 (V7.0)
C. DELIVERABLE ITEMS
SPANLINK agrees to deliver the following to LUCENT on or
before June, 30, 1998:
1. Object code in a format that operates on each of the
following LUCENT target computers:
Conversant System MAP/100
Conversant System MAP/40
Conversant System MAP/5P
2. User documentation that reflects all current PRODUCT
deliverables in U.S. English with no translation into
any other languages. LUCENT shall be responsible for
replication (including associated costs) of all
documentation.
3. Source Code, subject to EXHIBIT E ESCROW AGREEMENT
4. SPANLINK further agrees to deliver on an as requested
basis:
a. Training as described in EXHIBIT C. TRAINING
DELIVERABLES
b. Maintenance support services as described in
EXHIBIT D SUPPORT
Parties hereby acknowledge adequate compliance with all dates
set forth in Attachment V hereof sets forth the obligation of
SPANLINK hereunder.
D. ACCEPTANCE
PRODUCT will be deemed accepted if the software meets the
following criteria:
1. Performs according to Attachment V.
2. Terms and conditions of acceptance are governed by
ARTICLE 10 - ACCEPTANCE.
E. PRODUCT SPECIFICATION
1. PRODUCT will be packaged by SPANLINK in accordance
with the PEC codes specified by LUCENT, as shown in
Exhibit B.
2. PRODUCT will be administered/installed without the
use of Scriptbuilder software.
3. PRODUCTS' System Administrator and "voice mail" like
interfaces will be consistent with LUCENT FMLI style
menus and forms, and may use the new SPANLINK
Windows-based administration tool.
4. LUCENT will reasonably cooperate with SPANLINK to
provide any necessary PBX's, Conversant systems, and
adjunct software and components for developmental and
testing purposes.
F. SOFTWARE MEDIA FORMAT
Golden Master Diskette on 3 1/2 inch removable medium pursuant
to ARTICLE 6 - DELIVERABLES.
EXHIBIT C
TRAINING DELIVERABLES
1. SPANLINK will make available to LUCENT one each of the following three
training courses:
a) Service Support Training - This training is intended to
prepare LUCENT Technical Staff to support questions from the
LUCENT end user hotline. It should contain all of the
information made available under end user training and include
specific materials such as the answers to the most frequently
questions asked by end users, directed to end user support.
b) Operational Training - In-depth technical instruction
involving an overview of the PRODUCT design and function,
advanced training on product enhancements, as well as use and
maintenance.
c) Professional Services Training - SPANLINK Field Service
Engineering group will provide a complete, week-long
professional services class at the SPANLINK training facility
in Minneapolis, MN. This course focuses on the professional
services (installation and configuration) for PRODUCT.
The intent of these courses is to teach LUCENT personnel to train other
LUCENT representatives. LUCENT shall be responsible for providing the
facilities, computer equipment, and complete site preparation necessary
for SPANLINK to conduct the so-designated courses, unless otherwise
noted.
2. All training will be provided at locations and dates designated by
LUCENT, subject to applicable course lead times.
3. The three training courses described above are included in the PRODUCT
royalty structure as outlined in Exhibit B.
4. Travel expenses and materials are additional, and are not included in
the royalty structure. These expenses include a coach seat for domestic
travel and business seat for international travel, lodging and other
reasonable living expenses, and materials up to a maximum amount to be
negotiated between LUCENT and SPANLINK.
5. LUCENT personnel or customers may attend SPANLINK in house training
courses at SPANLINK published rates.
EXHIBIT D
SUPPORT
SPANLINK agrees to provide to LUCENT support as follows:
1. DEFINITION
For the purposes of this Section, Support is defined as follows:
All Technical Support Engineers are the points of contact for LUCENT
support personnel for problem related identification and resolution.
All support questions should be directed to the Spanlink Maintenance
support line at (▇▇▇) ▇▇▇-▇▇▇▇.
These Technical Support Engineers will:
a. Act as subject matter experts and/or have direct personal
access to subject matter experts on PRODUCT and their
execution on LUCENT computers.
b. Track and log the nature, severity and originator of all
troubles or requests for information from LUCENT support
personnel and assure the timely response to LUCENT requests.
LUCENT will have access to the log during business hours
subject to reasonable advance notice.
c. Be immediately available to LUCENT to respond to LUCENT
support calls between 7:00 a.m. and 6:30 p.m. Central Standard
Time.
d. Upon LUCENT's request, have a designated employee accompany
LUCENT personnel on visits to other LUCENT locations or LUCENT
customer locations to assist and consult on trouble or sales
subject to reasonable advance notice, payment of travel,
materials, and expenses. Any training related activities will
be according to the criteria set forth in Exhibit C.
2. All support will be subject to the terms in Exhibit B. SPANLINK agrees
to make available to LUCENT such other support services as may be made
available by SPANLINK to its licensees of the PRODUCT upon similar
terms and conditions (including charges) or otherwise as agreed upon
between SPANLINK and LUCENT.
3. SPANLINK will classify all support as one of the following:
a. Severity Level 4. The system is providing less than 75 percent
service. Either less than 75 percent of the callers are
receiving full service or less than 75 percent of the services
are available to callers. All call center tickets escalated
from Tier 3 are classified as Severity Level 4.
b. Severity Level 3. The system is providing more than 75 percent
service.
c. Severity Level 2. The system is providing less than 75 percent
service. Either less than 75 percent of the callers are
receiving fill service or less than 75 percent of the services
are available to callers.
d. Severity Level 1. The system is providing more than 75 percent
service.
4. If a PRODUCT error of Severity Level 3 or 4 is discovered by LUCENT and
notification of such is given to SPANLINK, SPANLINK agrees to use its
best efforts to promptly eliminate such error and provide the fix
and/or workaround to LUCENT support personnel. SPANLINK will use its
best efforts to complete the first diagnosis within four business hours
of the trouble report for a Severity Level 3 or 4 problem and
twenty-four business hours or 3 business days for a Severity Level 1 or
2. A Severity Level 3 or 4 is not considered resolved until SPANLINK,
LUCENT, and customer agree that it is resolved.
5. SPANLINK agrees to also provide to LUCENT, according to one of the fee
schedules set forth in paragraph 2 above, the following support
services for the PRODUCT: (i) on-line access to a database covering
topics such as an in depth discussion of known bugs and solutions,
PRODUCT release information and available training courses; (ii) prompt
verbal and written communications detailing operational instructions,
problem reporting and technical advice including diagnosis via remote
diagnostic techniques of problems experienced by LUCENT in the use of
PRODUCT, and furnishing required fixes and/or workarounds; (iii)
installation support consultation; and (iv) support on a technical
level sufficient to permit LUCENT to integrate the corrections or
updates into PRODUCT and appropriate system software and hardware.
6. If requested by LUCENT, SPANLINK agrees to use its best efforts with
LUCENT to provide integrated support to LUCENT customers of PRODUCT.
Integrated support is defined as understanding and diagnosing a
customer problem related to a system of hardware, communications
facilities, system software and application software to the point where
the trouble is positively isolated to a particular element of the
system, rather than only to the point where some elements of the system
are identified as not causing the problem.
7. SPANLINK agrees to provide Support to LUCENT for X - 2 versions of the
PRODUCT, i.e. SPANLINK will support the current version of the PRODUCT
plus two versions immediately preceding the current version.
8. SPANLINK agrees to Support prior version (previous to version X-2 as
listed in point 7 above) for Year 2000 issues only. Support issues
outside of this issue will be forwarded to Lucent Product Management
for follow-up.