EXHIBIT 10.26
AT&T MA REFERENCE NO. ________
ADDENDUM TO
MASTER AGREEMENT
This is an Addendum to the Master Agreement by and between Eloquent, Inc.
(collectively "CUSTOMER", "You" or "Your"), a California corporation having a
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and AT&T
Corp., a New York corporation ("AT&T"), with offices at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, on behalf of itself and its affiliates.
CUSTOMER and AT&T hereby agree to the following modifications to the General
Terms and Conditions of the Master Agreement:
1. ARTICLE 1.0, DEFINITIONS
SECTION 1.3, is deleted in its entirety and replaced with the following:
"User" means anyone who uses or accesses any Service purchased by You under
this Agreement. "User" shall not include any unauthorized party who, in
violation of law, accesses any Service without the consent or permission of
You, either express or implied ("Unauthorized Party"), after You have taken
all commercially reasonable documented safeguards to prevent such unauthorized
access ("Security"); provided that, as soon as You become aware of or
reasonably should have known about such unauthorized access, You immediately
implement security measures to prevent such unauthorized access and provide
notice and appropriate documentation of same to AT&T."
2. ARTICLE 2.0, CHARGES AND BILLING
SECTION 2.1, is modified by adding the following at the end of this section:
"Based upon Your current credit status, AT&T will not require a deposit unless
specified in an Attachment."
SECTION 2.2, is modified by adding the following at the end of the
parenthetical:
"incurred by lack of timely action by You)".
SECTION 2.3, is modified by adding the following at the end of this section:
"However, in the event of a bona fide dispute over a charge specifically
identified by CUSTOMER through written notice to AT&T, payment of the
identified charge will not be considered past due and no interest will be
charged for non-payment of such disputed charges pending investigation by AT&T.
Upon completion of AT&T's investigation of such disputed charge, AT&T will
advise CUSTOMER of the results of the investigation and will make such
adjustments as deemed appropriate in AT&T's reasonable discretion. Payment of
any disputed charges that are determined to be correct as a result of such
investigation shall be considered past due if not paid in full within thirty
(30) days after completion on the investigation."
3. ARTICLE 3.0, RESPONSIBILITIES OF THE PARTIES
SECTION 3.2, is modified by deleting "receives notice from anyone" and
replacing with "receives notice from a reputable source".
AT&T MA REFERENCE NO. _____
SECTION 3.2, is further modified by adding the following at the end of this
section:
"AT&T will use reasonable efforts to provide notice to You of any violation or
threatened violation of this Section 3.2, and give You ten (10) business days
(after such provision of such notice) to cure such violation prior to
terminating any affected Attachment; provided that AT&T reserves the right to
take immediate action in the exercise of its reasonable discretion as necessary
in instances of illegal activity, noncompliance with applicable laws and
regulations, or threat of imminent harm to persons or property, and to provide
You notice thereafter. AT&T will remove any suspension promptly upon its
notification from You and verification of Your cure of any violation or
remediation of any threatened violation."
4. ARTICLE 4.0, USE OF INFORMATION.
SECTION 4.1, is modified by adding the following after the words "marked
'proprietary' or 'confidential':
"In the event that information is disclosed to a party and, based on the
circumstances of the disclosure or the confidential nature of the information,
it is or should be apparent to a reasonable business person (acting in good
faith) at the time of disclosure that the information is proprietary or
confidential, the requirement to ▇▇▇▇ such information as "proprietary or
confidential" shall not apply and such information will be treated as
INFORMATION and shall be subject to the obligations contained herein."
SECTION 4.2, is modified by deleting the words "check quality".
SECTION 4.2, is further modified by adding the following at the end of this
section:
"Each party shall use reasonable measures to protect the confidentiality of the
other party's information. Such measures shall include at least the same degree
of care that such party utilizes to protect its own information of a similar
nature, which shall be no less than reasonable care."
5. ARTICLE 6.0, PUBLICITY AND MARKS
SECTION 5.1, is modified by adding "which shall not be unreasonably withheld"
after the words "consent of the other party".
SECTION 5.2, is modified by adding "which shall not be unreasonably withheld"
after the words "written consent,".
SECTION .5.2, is modified by adding the following at the end of this section:
"or except as provided in any other written agreement between the parties."
6. ARTICLE 6.0, SOFTWARE
SECTION 6.5, is deleted in its entirety and replaced with the following:
"You agree to comply with any additional written restrictions provided to You
that are provided with any Third-Party Software."
7. ARTICLE 7.0, ADJUSTMENTS TO MINIMUM PURCHASE COMMITMENTS
ARTICLE 7.0, the first sentence is modified by adding "make a good faith
effort" after the words under an Attachment, AT&T will".
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AT&T MA REFERENCE NO. ___
8. ARTICLE 9.0. LIMITATIONS OF LIABILITY
SECTION 9.4, is modified by adding "WHICH ARE NOT AT&T AFFILIATES" after the
words "THIRD PARTIES".
9. ARTICLE 10.0. TERMINATION
SECTION 10.1, is modified by adding "citing the nature of the breach," after
the words "after receipt of written notice".
SECTION 10.3, the first sentence is modified by adding the word "undisputed"
after the words "payment of all".
10. ARTICLE 12.0. GENERAL PROVISIONS
SECTION 12.6, is modified by deleting "New York" and replacing with
"California".
Except as modified herein, the terms of the Master Agreement remain unchanged
and in full force and effect.
IN WITNESS WHEREOF, AT&T and Customer have caused this Addendum to be executed
by their duly authorized representatives.
ELOQUENT, INC. AT&T CORP.
(Legal Name)
By: /s/ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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(Authorized Signature) (Authorized Signature)
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
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(Typed or Printed Name) (Typed or Printed Name)
Controller CONTRACT SPECIALIST
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(Title) (Title)
June 22, 2001 6/25/01
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(Date) (Date)
AT&T PROPRIETARY
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