EXHIBIT 10.18
[iTouch LOGO] [m-Wise LOGO]
iTouch PLC
- AND -
m-WISE INC
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AGREEMENT FOR SUPPLY OF
SOFTWARE AND RELATED SERVICES
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CONTENTS
Agreement - between iTouch Plc and m-Wise Inc
Schedule 1 - Specification
Schedule 2 - Recommended Platform and Access / Facilities / Information
Schedule 3 - Documentation
Schedule 4 - Acceptance Tests
Schedule 5 - Training
Schedule 6 - Project Managers
Schedule 7 - Financial
Schedule 8 - Additional Development/Customisations
Schedule 9 - Service Level Agreement
Schedule 10 - Change Form
Schedule 11 - Publicity
Schedule 12 - Escrow Agreement
Schedule 13 - Support Agreement
THIS AGREEMENT is made on 2002
BETWEEN:
(1) ITOUCH PLC, a company registered in England under number 3911278, whose
registered office is situated at ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ("iTouch")
(2) M-WISE INC having an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ("m-Wise") together with
its Group subsidiaries.
BACKGROUND:
(A) iTouch offers a content provision service to its customers for use on a
variety of platforms including, without limitation, the Internet, IVR,
mobile networks and other distribution platforms.
(B) m-Wise develops and enables the use of applications over mobile
telephone networks.
(C) Pursuant to an agreement dated 12 March 2002 ("ASP Agreement"), m-Wise
is providing to iTouch use of certain software and applications
proprietary to m-Wise in return for monthly payments.
(D) The parties have agreed that m-Wise will customise such software for
iTouch and supply such customised software and applications and certain
ancillary services to iTouch, all subject to the terms and conditions
of this Agreement.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS
In this Agreement the following words and phrases shall, unless the
context otherwise requires, have the following meanings:
"Acceptance" acceptance of the Licensed Software in
accordance with Clause 4;
"Acceptance Tests" tests complying with the requirements of
Schedule 4 for testing conformity of the Licensed
Software with the Specification in Schedule 1;
"Applications" m-Wise's software applications listed in
Schedule 1(3) at column 3 titled
`Application', for use in conjunction with
the MOMA Platform;
"ASP Agreement" see above paragraph C Application Service
Provider;
"Connector" JMS (java messeging services), TIBCO,
IBM MQ Series;
"Documentation" documentation pertaining to the Licensed Software
and related processes/procedures including all
updates and revisions and complying with the
requirements set out in Schedule 3;
Engine generic application enabling the configuration
"Hardware" of services as set out in Schedule 2(1)
(Recommended Platform and Access / Facilities /
Information);
"Installation" the completion of integration of the Licensed
Software on the Recommended Platform
more fully described in Schedule 1(5);
"iTouch Group" iTouch and any company directly or indirectly
controlling, controlled by iTouch
"Licensed the MOMA Platform and the Applications conforming
Software" to the Specification including all additional
developments and customisations as set out
in Schedule 8, all updates and revisions and for
the purposes of Clauses 5 (Licence) and 12
(Escrow) includes the MOMA Platform, the
Applications and all additional developments
and customisations as set out in Schedule 8,
as they may from time to time be altered or
added to and does not have less functionality
than previous versions;
"MOMA Platform" m-Wise's proprietary software identified as such
in Schedule 1 (MOMA V 7.0 Specification);
"Recommended Hardware and software conforming with the
Platform" description in Schedule 2 (m-Wise Recommended
Platform and Access/Facilities/Information);
and for the purposes of Clause 5 (Licence)
includes such hardware and Software as it may
from time to time be altered or added to or
replaced;
"Services" the services to be provided by m-Wise
under this Agreement, including without
limitation all customisation,
Installation, training services and
support during the Warranty Period set
out in Clause 14.1.2;
"Site" the premises occupied or used by iTouch
at TeleCity, ▇/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ or any other
location in the UK or as specified by
iTouch;
"Specification" the specification and other requirements
pertaining to the Licensed Software set out
in Schedule 1;
"SMS Location a third party application to be purchased at a
Based Application" later date by iTouch and integrated into the
MOMA Platform by m-Wise as set out in
Schedule 1 (2)(d);
"Translator A third party application to be supplied and
Application" integrated into the MOMA Platform by m-Wise
as set out in Schedule 1 (2)(c).
2. M-WISE OBLIGATIONS
On and subject to the terms and conditions of this Agreement m-Wise
shall:
2.1 Confirm by way of authorised signature m-Wise's approval and
recommendation of the Hardware described in Schedule 2 (Recommended
Platform and Access/Facilities/Information) as being sufficiently
adequate for the purposes of this Agreement.
2.2 Customise the MOMA Platform so that it conforms to the Specification
and carry out the additional technical changes and requirements as set
out in Schedule 1 (Specification) and all additional developments and
customisations as set out in Schedule 8 (Additional
Development/Customisation).
2.3 Deliver the Licensed Software to the Site and install the Licensed
Software on the Recommended Platform at the Site.
2.4 Supply to iTouch all Documentation set out in Schedule 3
(Documentation).
2.5 Supply to iTouch the training services detailed in Schedule 5
(Training).
2.6 Ensure that all platforms, applications and services are functioning
correctly before commissioning.
2.7 Ensure that all personnel attending the Site or training location as
set out in Schedule 5 (Training) comply with the applicable health and
safety regulations or any other reasonable requests as dictated by
iTouch at such location.
2.8 Carry out its maintenance obligations set out in the maintenance
agreement of even date
2.9 Ensure that all engines which support existing applications are
included in the Licensed Software and all upgrades will be made
available within the cost of the maintenance agreement. For avoidance
of doubt all newly developed engines may be offered to iTouch at a
price to be agreed.
3. iTouch OBLIGATIONS
On and subject to the terms and conditions of this Agreement iTouch
shall:
3.1 Use all reasonable endeavours to provide the Hardware at the Site ready
for Installation of the Licensed Software.
3.2 Provide the access/facilities/information etc stated in Schedule 2
(Recommended Platform and Access/Facilities/Information) to be provided
by iTouch.
3.3 Pay to m-Wise in accordance with this Agreement sums becoming due to
m-Wise under this Agreement.
4. TESTING AND ACCEPTANCE
4.1 m-Wise shall submit to iTouch test scripts and data complying with the
requirements of Schedule 4 (Acceptance and Testing) and being suitable
to comprehensively test conformity of the Licensed Software to the
Specification.
4.2 m-Wise shall rectify any deficiencies in such test scripts and/or test
data drawn to its attention by iTouch in accordance with the Service
Level Agreement at Schedule 9. iTouch may use such test scripts and
data and such other tests as it thinks appropriate, to test the
Licensed Software.
4.3 m-Wise agrees that it shall not submit the Licensed Software to iTouch
unless:
4.3.1 m-Wise is satisfied, from previous testing that the Licensed
Software should pass the Acceptance Test;
4.3.2 the Licensed Software passed all preliminary and stage test as
defined in the test specification; and
4.3.3 the Licensed Software meets the requirements of this
Agreement.
4.4 iTouch shall use its reasonable endeavours to carry out the Acceptance
Tests within 14 (fourteen) working days of Installation of the Licensed
Software or, later if receipt of test scripts and data conforming to
the requirements of Clause 4.1 is delayed. iTouch shall give m-Wise not
less than 3 (three) days notice of the date and time at which it will
carry out the Acceptance Tests at the Site, and m-Wise shall be
entitled to have one or more of its representatives attend the
Acceptance Tests at m-Wise's cost.
4.5 When Acceptance Test has been passed satisfactorily in accordance with
Schedule 4 (Acceptance Test), a written notification will confirm this
subject to any deficiencies stated in the written notice of acceptance.
4.6 If the Licensed Software fails any Acceptance Tests then m-Wise shall
forthwith free of charge implement such modifications to the Licensed
Software as are required to rectify the deficiencies identified in the
carrying out of the Acceptance Tests, and the Acceptance Tests will be
repeated as above.
4.7 Subject to Clause 4.8, the Acceptance Tests shall be repeated as above
until Acceptance is achieved.
4.8 After the first occasion that the Acceptance Tests are repeated if
Acceptance is not achieved, then iTouch may at its own option, instead
of requiring m-Wise to make modifications in accordance with Clause 4.6
above, accept (in whole or in part) the Acceptance tests.
4.9 If after 2 (two) subsequent occasions the Licensed Software continues
to fail the Acceptance Test then iTouch shall be entitled to the refund
and all rights as set out in Clause 20.3 (Consequences of Termination)
of this Agreement and shall give notice to m-Wise terminating this
Agreement with immediate effect.
4.10 m-Wise shall make good and rectify any errors or defects in the
Licensed Software in accordance with Schedule 9 (Service Level
Agreement) and implement such modifications to the Licensed Software as
is required to rectify the deficiencies free of charge within 90
(ninety) days following final payment from iTouch. During the warranty
period iTouch may receive a full refund according to clause 20.3 and
cancel the contract if m-Wise is unable to rectify any material defect
without prejudice to its other rights and remedies.
4.11 To remove any and all doubt: it is iTouch's responsibility to provide
SMS connectivity and access to the site for the UK operators and to
re-route its short numbers currently operating at the ASP environment.
Delays in this process will not be considered as a reason to delay
acceptance.
5. LICENCE
5.1 m-Wise hereby grants to the iTouch Group a non-exclusive licence to use
the Licensed Software subject to the terms and conditions of this
Agreement
5.2 Such licence:
5.2.1 is perpetual and irrevocable.
5.2.3 is for production use of the Licensed Software only on the
Recommended Platform (whether at the Site or elsewhere) and,
for fail-over/backup, development, testing and staging
purposes and an off-site fail over platform. The installation
of the off site fail-over platform will be charged at a rate
to be agreed. If support for the off site fail-over platform
is required the parties will negotiate in good faith to agree
a fee. Any other environment - including an off-site fail over
platform - will incur an additional fee for Installation
assistance on no less favourable terms to iTouch as set out
herein. Any maintenance agreement supporting the Licensed
Software shall also support the fail-over platform in the
event that it is activated due to the failure of the main
platform.
5.2.4 entitles use of only one production instance of the MOMA
Platform at a time (plus fail-over/backup Installations as
above) but an unlimited number of simultaneous production
instances of the Applications.
5.2.5 entitles the iTouch Group from time to time to further develop
and test the Licensed Software without restriction, and for
this purpose to install the Licensed Software on such
additional non-production platforms as it may from time to
time decide. Any additional development and testing outside of
the iTouch Group shall be subject to m-Wise's prior written
consent, which shall not be unreasonably withheld or delayed.
5.2.6 entitles the iTouch Group to use the Licensed Software by its
employees, agents, consultants and sub-contractors, and to
permit iTouch's customers and others to use it as reasonably
necessary for the purposes of the iTouch Group providing
services of a kind for which the Licensed Software is designed
to be used.
5.3 The iTouch Group may use and reproduce, and permit use and reproduction
of the Documentation as reasonably necessary or desirable for exercise
of the rights granted in Clauses 5.1 and 5.2 but any such use and
reproduction outside of the iTouch Group or disclosure of Documentation
other than in Clause 18.2.5 shall be subject to the prior written
consent of m-Wise which consent shall not be unreasonably withheld or
delayed.
6. PERSONNEL
6.1 iTouch and m-Wise have each nominated a project manager, as stated in
Schedule 6 (Project Managers), who shall be responsible for ensuring
appropriate liaison and co-operation between the parties in relation to
performance of this Agreement. Each party shall promptly inform the
other of any change in the identity of its project manager.
6.2 All communications between the parties in relation to this Agreement
shall be between the parties' respective project managers, or as the
project managers may otherwise decide.
6.3 m-Wise warrants that the Services shall be performed by an appropriate
number of suitably qualified and competent personnel who shall carry
out their work with due diligence, care and skill in accordance with
best practice in the IT industry and in all respects in accordance with
the requirements of Schedule 9 (Service Level Agreement). m-Wise shall
ensure continuity of staff, but shall take appropriate and prompt
action, which may include the replacement of a particular individual,
where iTouch in writing expresses any genuine concerns about such
individual to m-Wise in relation to (without limitation) any
misconduct, gross negligence or recklessness by such individual in the
performance of their duties.
7. PROGRESS/REVIEW MEETINGS
7.1 Licensed Software
Progress meetings shall take place fortnightly (or more frequently as
required) at venues to be agreed or by conference call as appropriate.
These meetings shall without limitations include a report by m-Wise of
progress against the plans that have been produced for the performance
of the Services and any changes to key personnel.
7.2 Support Service
During the agreement in accordance with the following m-Wise shall:
7.2.1 The review process
m-Wise will maintain regular contact (at minimum monthly) with
iTouch in order to review:
(a) the current requirements and future trends;
(b) the performance of the service being provided;
(c) the effectiveness of the Service Level Agreement; and
(d) changes in m-Wise's departmental or process
re-organisation.
7.2.2 Support Service review meeting
A service review meeting will be held quarterly, to audit the
levels of service being provided according to the criteria
defined herein. The parties shall agree on the type of meeting
to be set up prior to the meeting.
7.2.3 Customer quality reviews
m-Wise will set up ongoing dialogue with iTouch for continuous
monitoring of customer satisfaction levels.
8. CHANGE PROCEDURE
8.1 iTouch may at any time in writing by means of the Change Form in
Schedule 10 submit to m-Wise a request for variations to the
Specification and/or the Services and/or any other matter in relation
to this Agreement. m-Wise shall promptly respond to any such request,
and iTouch shall provide to m-Wise such further particulars in relation
to its request as m-Wise may reasonably require.
8.2 Within 7 (seven) days of receiving such request or, if later, such
further particulars, m-Wise shall inform iTouch in writing whether the
modification is technically feasible and shall inform iTouch of the
necessary alterations (if any) to sums payable under this Agreement
that it shall reasonably judge necessary to accommodate such
modification.
8.3 iTouch may in its absolute discretion decide to proceed or not to
proceed with such modification. If it elects to proceed with it, then
m-Wise shall comply. If it elects not to proceed with it, then m-Wise
shall continue to perform this Agreement without such modification.
8.4 m-Wise will ensure that within every 6 (six) months the MOMA Platform
is reviewed and upgraded at least once in that 6 (six) month's period.
9. LATE COMPLETION
9.1 Without prejudice to any other right or remedy available to iTouch
under this Agreement or at law, if Acceptance of the Licensed Software
is not achieved on or before the date specified by which Acceptance is
to be achieved then:
9.1.1 a) the iTouch Group shall at its choice be entitled to
continue to use, free of charge but otherwise on the terms and
conditions of the ASP Agreement, the Licensed Software and
services provided under the ASP Agreement, until December 2003
or until Acceptance is achieved whichever is the sooner ,
9.1.2 b) any delay in Installation resulting from the sole fault of
iTouch or third parties appointed by iTouch - including but
not limited to mobile operators, fixed lines suppliers,
hardware suppliers and service providers - shall incur a pro
rata fee share of the sum of (pound)15,000 per calendar month
for the continued use of the m-Wise ASP platform under the
existing terms of the ASP agreement ;The sum of (pound)15,000
shall be reviewed by the parties after a period of 6 months
has expired or
9.1.2 in addition to 9.1.1 above after one month of delayed
Acceptance if and to the extent that the delay in achieving
Acceptance is not due to the sole default by iTouch, m-Wise
shall pay to iTouch by way of liquidated damages the sum
of(pound)1,000 (one thousand ) per day commencing on the day
after the due date for Installation stated in the Schedule
1(5), until Acceptance is achieved. Such payment shall be
without prejudice to m-Wise's obligation to ensure Acceptance
is achieved as soon thereafter as shall be reasonably
possible. m-Wise acknowledges that the liquidated damages
provided for this Clause represents a genuine pre-estimate of
the loss that iTouch would suffer as a result of delayed
Acceptance, and are fair and reasonable in all the
circumstances.
9.2 If, ignoring any delay in achieving Acceptance that is due to default
by iTouch as defined in 9.1.1, Acceptance is not achieved within 30
(thirty) days after the date stated by which Acceptance is to be
achieved for the Licensed Software, then iTouch shall be entitled to
the refund and all rights as set out in Clause 20.3 (Consequences of
Termination) of this Agreement and shall give notice to m-Wise
terminating this Agreement with immediate effect.
10. ASP AGREEMENT
10.1 The ASP Agreement shall continue in full force and effect until such
time as Acceptance is achieved and iTouch Group has made its commercial
launch into production use of the Licensed Software supplied to it
under this Agreement. At such time the ASP Agreement shall
automatically terminate, without prejudice to the accrued rights of
either party under it, and save that Clause 4.8 and any other clause
stated therein as surviving termination of the ASP Agreement shall
remain in force.
10.2 The financial provisions of the ASP Agreement shall however be varied
as stated in Schedule 7 (Financial), and shall also be subject to
Clause 9.1 above.
11. SUPPORT SERVICES
11.1 At the same time as signing this Agreement, the parties shall sign a
maintenance and support agreement in the form at Schedule 13 (Support
Agreement).
12. ESCROW
12.1 Source Code Deposit - At the same time as signing this Agreement,
m-Wise shall sign an escrow agreement in the form set out in Schedule
12 (Escrow Agreement).
12.2 m-Wise shall forthwith following Acceptance deposit the up to date
source code of the Licensed Software, in accordance with the provisions
of such Escrow Agreement.
12.3 iTouch will pay all fees in connection with the escrow agreement on
time.
13. FINANCIAL
13.1 In consideration of the due and punctual performance by m-Wise of its
obligations under this Agreement, iTouch shall pay to m-Wise the sums
stated in Schedule 7 (Financial). Save as expressly otherwise stated in
such Schedule, such sums are all-inclusive and m-Wise shall not be
entitled to charge iTouch any other sum.
13.2 iTouch shall make the payments due to m-Wise when they become due in
accordance with Schedule 7 (Financial).
13.3 Except as otherwise expressly stated in Schedule 7, (Financial) all
sums due to m-Wise under this Agreement exclude VAT, which iTouch shall
pay in addition at the rate from time to time required by law, and
provided that in respect of each payment m-Wise shall submit to iTouch
a valid and accurate VAT invoice.
14. WARRANTY
14.1 m-Wise represents and warrants that:
14.1.1 it has the right and power to grant to iTouch the rights and
licences granted under this Agreement.
14.1.2 for the period of 90 (ninety) days from the date of final
payment of the Licensed Software by iTouch( "Warranty Period")
that, the media on which such software is furnished and the
Licensed Software itself shall be free from material defaults,
faulty design and workmanship supplied by m-Wise or neglect on
the part of-Wise and that the Licensed Software shall possess
all material functions and features set forth in the
Specifications.
14.1.3 although it cannot guarantee that the Licensed Software will
be error free m-Wise will use best endeavours to ensure that
the Licensed Software is free from viruses or electronic
repossession. For the purposes of this clause `viruses' shall
include `logic-bombs' and `Trojan horses' as the same may be
generally understood within the computing industry from time
to time and `electronic repossession' which shall mean any
function in the Licensed Software which prevents iTouch from
continuing to use the Licensed Software.
14.1.4 the Licensed Software and all amendments or additions thereto
supplied by m-Wise pursuant to this Agreement will be of
satisfactory quality, fit for their purpose and conform to the
Specification as set out in Schedule 1 (Specification)
14.1.5 Performance Guarantee
The MOMA configuration provided to ITouch(1) is guaranteed to
meet at least the following benchmarks:
------------------- ----------------------------------------------- --------------------- -------- ---------
Benchmark Description Msg/sec With Open
(Msg/hour) DLR session
------------------- ----------------------------------------------- --------------------- -------- ---------
A MT push without delivery reports, and 100 No No
without sessions (e.g. alert without DLR) (360,000)
------------------- ----------------------------------------------- --------------------- -------- ---------
B MT push with delivery reports, and with 80 Yes No
sessions (e.g. alert) (288,000)
------------------- ----------------------------------------------- --------------------- -------- ---------
C MO + MT handling with delivery reports 20 MO + 20 MT Yes Yes
with sessions (static response) (72,000 + 72,000)
simulating an interactive medium capacity
game
------------------- ----------------------------------------------- --------------------- -------- ---------
Notes:
o The numbers provided are estimation based on
benchmarks performed with non-similar configurations.
o Increasing the number of application servers or their
strength (number of CPUs, and/or amount of memory)
will increase the capacity accordingly.
o Increasing the strength (number of CPUs, and/or
amount of memory) of the database will increase the
capacity accordingly.
o In order for m-wise to demonstrate the above
benchmarks to ITouch, ITouch gateway must be able to
generate (MOs) or handle (MTs) at the above rates.
o M-wise cannot provide the exact metrics for the
scaling up that will result from adding additional
application servers, or increasing the performance of
the database unless it benchmarks the exact
configuration. But from m-Wise's experience, it will
be reasonable to assume that adding an additional
application server (to the existing three) will add
at least 20% increase in the performance.
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(1) The MOMA platform to be provided by m-wise for ITouch consists of
(among other hardware and software items) three application servers
(1 x Pentium 1.3Ghertz), and one database machine (2 x Xeon Pentium IV).
SMSC connectivity will be implemented using ITouch SMSC gateway, via m-wise
SMSCI level API.
In the current configuration as per schedule 1, iTouch has 1
API server, which supports at least incoming 20 MO and 20 MT
outgoing transactions per second (Web, WAP & IVR interface
through the API) or 40 MT per second. Should iTouch need to
increase this capacity, an additional API Server can be added
which will add at least 30% to the performance guaranteed
above.
14.1.6 the Documentation as set out in Schedule 3 (Documentation) and
all amendments thereto will be of satisfactory quality, fit
for its purpose and such as to enable any reasonably competent
IT professional to provide first line maintenance and support
for the Licensed Software.
14.1.7 the authorised possession and use as set out herein by iTouch
Group of those parts of the Licensed Software and/or
Documentation pursuant to this Agreement will not infringe or
violate the patent, trade ▇▇▇▇, copyright or other right of
any person.
14.1.8 Forthwith following receipt of any notice of any breach of any
of the warranties herein, m-Wise shall free of charge and at
its sole cost take such steps as are required in order to
remedy the breach. Further, m-Wise shall defend, indemnify and
hold harmless iTouch from and against all losses, costs,
claims and expenses whatsoever arising out of or in connection
with any breach resulting from iTouch Group's authorised
possession and use as set out herein.
14.2 iTouch represents and warrants that:
14.2.1 Except as otherwise permitted herein or by law it will not
copy, adapt, analyze, decompile, disassemble, reverse
engineer, modify, translate (or the like) the Licensed
Software and/or the Documentation.
14.2.2 It will ensure that all copyright and other proprietary rights
notices of m-Wise on or in the Licensed Software, the
Documentation or the media on which they are stored are
preserved, subject to the requirements in the Specification
concerning the m-Wise and iTouch logos.
14.2.3 It will only use the Licensed Software for lawful purposes.
14.3 Any tampering with or modification of the Licensed Software and/or the
Documentation without m-Wise's prior written consent or as otherwise
permitted herein will invalidate the warranty pertaining to that
particular breach.
15. PROPRIETARY RIGHTS
15.1 All intellectual property rights belonging to a party shall remain with
that party and nothing in this Agreement shall transfer ownership or
any aspect of ownership of the other party's intellectual property
rights to the other party.
15.2 Title to the Licensed Software and the Documentation, including all
translations, compilations, derivative works and copies thereof are and
shall remain with m-Wise or its third party suppliers.
15.2 Any modifications, corrections or enhancements, and any related
materials and documentation (and all proprietary rights in the Licensed
Software and Documentation, including, but not limited to, copyrights)
to the Licensed Software and the Documentation, no matter by whom made
shall belong exclusively to m-Wise or its third party suppliers.
16. INDEMNIFICATION
16.1 m-Wise will indemnify iTouch against any cost, liability and expense
(including reasonable counsel fees) sustained by it in connection with
any claim, suit or proceeding brought by any third party claiming that
the Licensed Software infringes any patent, copyright or trademark of
any third party; provided however, that iTouch shall:
16.1.1 give m-Wise prompt written notice of any such claim, suit or
proceeding;
16.1.2 have granted m-Wise exclusive control over the defence and/or
settlement of any such claim, suit or proceeding;
16.1.3 have made no compromising admission, offer to settle or the
like in the context of any such claim, suit or proceeding; and
16.1.4 will cooperate with m-Wise in relation to any such claim, suit
or proceeding by way of, inter alia, the provision of
assistance (including availability of appropriate personnel of
iTouch), information and authority necessary to perform the
above at m-Wise's cost.
16.2 If a claim for infringement as aforesaid is brought, or m-Wise in good
faith determines that a claim of infringement is likely, m-Wise will
notify iTouch and at iTouch's sole discretion but at m-Wise sole cost,
either:
16.2.1 procure for iTouch the right to continue exercising its rights
under the licence granted by this Agreement; or
16.2.2 modify the Licensed Software so that there will no longer be
an infringement or misappropriation; or
16.2.3 terminate the licence granted by this Agreement and all use of
the Licensed Software by iTouch and refund to iTouch all sums
paid under this Agreement without prejudice to any other
claims of damages.
16.3 m-Wise has no obligations for any claim of infringement arising from:
16.3.1 m-Wise's compliance with iTouch's designs, specifications or
instructions not approved by m-Wise;
16.3.2 m-Wise's use of technical information or technology provided
by iTouch and not approved by m-Wise;
16.3.3 any modifications to the Licensed Software and/or
Documentation by iTouch or a third party authorised by iTouch
which is not permitted herein or with the prior written
consent of m-Wise; and
16.3.4 use of Licensed Software with any products not supplied or
recommended or authorised by m-Wise.
16.4 iTouch shall indemnify m-Wise against any cost, liability and expense
(including reasonable counsel fees) sustained by it in connection with
any claim, suit or proceeding brought by any third party claiming that
the Licensed Software infringes any patent, copyright or trademark of
any third party where such breach resulted from iTouch Group's use
otherwise than as permitted herein.
17. LIMITATION OF LIABILITY
17.1 Excluding Clauses 16.1, 17.3 and 20.3, each parties' maximum aggregate
liability for all claims arising under this Agreement shall be limited
to twice the fees paid by iTouch to m-Wise and in particular without
prejudice to the generality of the foregoing, neither party shall have
any liability by reason of any implied warranty, condition or other
term or duty under statute or at common law.
17.2 Without limiting the foregoing and subject to Clause 17.3 neither party
shall be liable to the other for any indirect or consequential loss of
profits, financial loss, loss of data or for any consequential loss or
damage arising out of any use or inability to use the Licensed Software
and/or Documentation whether in contract or tort or whether or not such
losses were within the contemplation of the parties at the date of this
Agreement.
17.3 Nothing in this Agreement shall exclude or limit the liability of
either party for death or personal injury arising as a result of the
other party's negligence or for any loss or damage from fraudulent
misrepresentation or for breach of any third party's intellectual
property rights or the wilful insertion of the Licensed Software of a
logic bomb in breach of clause 14.1.3.
18. CONFIDENTIALITY
18.1 Each party agrees to maintain secret and confidential all information
of a technical or commercially sensitive nature obtained from the other
both pursuant to this Agreement and prior to and in contemplation of it
and all other information that it may acquire from the other in the
course of this Agreement, to use such information exclusively for the
purposes of this Agreement or exercise of the rights granted under this
Agreement, and to disclose the same only to those of its employees,
agents, contractors and sub-contractors pursuant to this Agreement (if
any) to whom and to the extent that such disclosure is reasonably
necessary for the purposes of this Agreement or exercise of the rights
granted under this Agreement.
18.2 Clause 18.1 shall not apply to information which:
18.2.1 prior to receipt thereof from one party was in the possession
of the other and at its free disposal; or
18.2.2 is subsequently disclosed to the recipient party without any
obligations of confidence by a third party who has not derived
it directly or indirectly from the other; or
18.2.3 is or becomes generally available to the public through no act
or default of the recipient party or its employees, agents,
contractors or sub-contractors; or
18.2.4 is required by law or a court or other competent authority to
be disclosed; provided that in such case the recipient party
shall promptly notify the other party in writing and in such
detail as the other party may reasonably require of such
requirement for disclosure and shall assist that other party
in any lawful efforts to prevent or limit the disclosure; or
18.2.5 is considered `non-confidential' Documents as so described in
Schedule 3(2) column B (Documents); or
18.2.6 is developed independently without reference to the
confidential information of the disclosing party.
18.3 Each party shall procure that all its employees, agents, contractors
and sub-contractors pursuant to this Agreement (if any) who have access
to any information of the other to which the obligations of Clause 18.1
apply shall treat such information in a manner that is consistent with
this Clause 18.
18.4 This Clause 18 shall survive any termination or expiry of this
Agreement and shall continue in force for a period of 5 (five) years
following Acceptance or earlier termination of this Agreement.
19. TERMINATION
19.1 In addition to the other termination provisions as set out herein
either party may terminate this Agreement by written notice to the
other having immediate effect if:
19.1.1 the other commits a material breach of the terms of this
Agreement which is incapable of remedy or commits a persistent
breach; and/or
19.1.2 the other commits a material breach of this Agreement which is
capable of remedy and, having received from the other written
notice of such breach stating the intention to terminate this
Agreement if the breach is not remedied, fails to remedy the
breach within 14 (fourteen) days; and/or
19.1.3 the other ceases to carry on its business or has a liquidator,
receiver or administrative receiver appointed to it or over
any part of its undertaking or assets or passes a resolution
for its winding up (otherwise than for the purpose of a bona
fide scheme of solvent amalgamation or reconstruction where
the resulting entity shall assume all of the liabilities of
it) or a court of competent jurisdiction makes an
administration order or liquidation order or similar order, or
that other party enters into any voluntary arrangement with
its creditors or is unable to pay its debts as they fall due;
and/or
19.1.4 any event occurs in relation to the other party, which is
analogous under a foreign jurisdiction to any of the events,
listed in Clause 19.1.3.
19.2 The right to terminate under this Clause 19 or any other provision of
this Agreement shall be without prejudice to any other right or remedy
under this Agreement or at law.
20. CONSEQUENCES OF TERMINATION
20.1 Termination of this Agreement shall be without prejudice to any accrued
right of either party under this Agreement, and Clauses 9 (Late
Completion), 10 (ASP Agreement), 12 (Escrow), 14 (Warranty), 18
(Confidentiality), 30 (Further Assurance) and this Clause 20 shall
survive any termination of this Agreement.
20.2 Provided that this Agreement is not terminated by iTouch in accordance
with Clause 4.9 (Testing and Acceptance) or Clause 19.1 (Termination),
then Clauses 5 (Licence) and 12 (Escrow) shall also survive termination
of this Agreement, and all rights granted to the iTouch Group in this
Agreement shall continue in full force and effect.
20.3 If this Agreement is terminated by iTouch in accordance with Clause 4.9
(Testing and Acceptance) or Clause 19.1 (Termination) or m-Wise is in
breach of Clause 11.5 (Support Services) then without prejudice to any
other right or remedy available under this Agreement or at law, m-Wise
shall forthwith repay to iTouch all sums paid by iTouch under this
Agreement less (pound)36,500.00 or (at iTouch's sole option) in respect
of any part of this Agreement to be performed; and to recover from
m-Wise all losses and expenses (including, without limitation) the
reasonably foreseeable and direct additional costs necessarily and
solely incurred in completing m-Wise's obligations herein, or have the
Licensed Software completed by another software supplier , to a similar
standard or the costs of enforcing any right to payment of any sums due
or other remedy under this Agreement.
21. FORCE MAJEURE
21.1 If either party to this Agreement is prevented or delayed in the
performance of any of its obligations under this Agreement by force
majeure, and if such party gives written notice thereof to the other
party specifying the matters constituting force majeure, together with
such evidence as it reasonably can give and specifying the period for
which it is estimated that such prevention or delay will continue then
the party in question shall be excused the performance or the punctual
performance as the case may be as from the date of such notice for so
long as such cause of prevention or delay shall continue for a period
of 14 (fourteen) days only and the party so affected by force majeure
shall use all reasonable endeavours to resume performance of this
Agreement as soon as it can or the other party not in default may
terminate this Agreement forthwith following expiry of the 14
(fourteen) day period above and iTouch shall reserve the right in its
sole discretion to activate the escrow arrangement set out in Clause 12
(Escrow) above without prejudice.
21.2 For the purpose of this Agreement "force majeure" shall be deemed to be
any cause affecting the performance of this Agreement arising from or
attributable to acts, events, omissions or accidents beyond the
reasonable control of the party to perform, including without
limitation acts of God, acts of the public, enemy, decrees or
restraints by governmental authorities, strikes, war, riots,
insurrections and civil commotion.
22. DISPUTE RESOLUTION
22.1 Any dispute arising out of or in connection with this Agreement will be
referred at first instance to each party's representative. In the event
that the dispute cannot be resolved between the parties within 14
(fourteen) days the matter will be referred to management at the level
immediately above the representative of both parties. Should the
parties still fail to resolve the dispute within 30 (thirty) days the
party alleging the dispute will refer the matter to the President of
the Institute of Chartered Accountant in England and Wales. The
Independent Accountant so appointed shall act as an expert and not as
an arbitrator and his decision shall be final and binding on the
parties.
22.2 The Expert shall determine who shall pay his/her costs. Any amount
payable in accordance with the Expert's decision shall be paid within
14 (fourteen) days of the decision being notified in writing.
23. PUBLICITY
23.1 Neither party may issue any press release or make any public statement
about the terms of their relationship or about m-Wise's provision of
any Licensed Software or Services to iTouch except as may otherwise be
agreed in writing between the parties from time to time such consent
not to be unreasonably withheld or delayed.
23.2 The parties acknowledge that upon final signature of this Agreement a
press release attached hereto as Schedule 11 (Publicity) will be
released by m-Wise.
24. ASSIGNMENT
24.1 This Agreement is personal to m-Wise and m-Wise shall not sub-contract
or delegate or purport to sub-contract or delegate its rights or
obligations under this Agreement in whole or in part, without iTouch's
prior written consent, which consent shall not be unreasonably withheld
or delayed. Upon such consent being granted by iTouch m-Wise will not
be relieved from any of its obligations as set out herein. In this
context, and without limiting iTouch's rights reasonably to withhold
its consent, it shall be reasonable for iTouch to withhold its consent
if it believes that the proposed assignee or sub-contractor could not
or will not or may not fully perform m-Wise's obligations under this
Agreement or may not act in iTouch's best interest which for the
avoidance of doubt shall include a competitor of the iTouch Group.
24.2 Neither party may at any time assign its rights and/or obligations
under this Agreement in whole or in part.
25. AMENDMENTS
This Agreement shall not be modified, amended or in any way altered
except by an instrument in writing signed by each party. All amendments
or modifications of this Agreement shall be binding upon the parties
despite any lack of consideration.
26. SEVERABILITY
In the event any provision hereof is found illegal, invalid or
unenforceable pursuant to judicial decree, such provision shall be
ineffective to the extent of such prohibition and shall be replaced by
an enforceable provision to the same or the nearest possible equivalent
effect. Notwithstanding the foregoing, the remainder of this Agreement
shall remain valid and enforceable according to its terms unless the
ineffectiveness of any provision shall substantially affect the
consideration received by either party hereunder.
27. INTERPRETATION
27.1 The headings in this Agreement are for convenience only and are not
intended to have any legal effect; all references to Clauses and to
Schedules are references respectively to clauses in and schedules to
this Agreement; references to a "person" shall be deemed to include an
individual, a company or an unincorporated business or other body or
legal person; all references to a statute shall be deemed to include
any statutory modification, extension or re-enactment thereof for the
time being in force; references importing the singular shall include
the plural and vice versa; and words such as "in particular",
"including" or other words indicating that examples falling within more
general wording follow shall not be construed as limiting in any way
the scope of the preceding more general wording. This Agreement may not
be construed adversely to a party solely because that party prepared
it.
28. NO WAIVER
A failure by either party hereto to exercise or enforce any rights
conferred upon it by this Agreement shall not be deemed to be a waiver
of any such rights or operate so as to bar the exercise or enforcement
thereof at any subsequent time or times.
29. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and contract
between the parties and supersedes any and all prior or contemporaneous
oral or written representations, arrangements or communications with
respect to the subject matter hereof but nothing in this Clause shall
operate to limit or exclude liability for fraud. The terms and
conditions of this Agreement shall prevail over any conflicting terms
and conditions included in either party's invoice, unless the invoice
term or condition has been previously agreed to by the parties as an
amendment to this Agreement.
30. FURTHER ASSURANCE
Each party shall at the request and cost of the other execute such
documents and do all other lawful things reasonably required by the
other to give effect to the provisions of this Agreement and to give
the other party the full benefit thereof.
31. THIRD PARTY RIGHTS
Only the parties and their successors and permitted assignees shall
have a right to enforce any provision of this Agreement and no other
person shall have any rights to enforce a term of this Agreement which
confers a benefit on that person. This Contracts (Rights of Third
Parties) Act 1999 shall not apply to this Agreement.
32. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall be construed as creating a
joint venture, partnership or employment relationship between the
parties, nor shall either party have the right, power or authority to
create any obligation or duty, express or implied, on behalf of the
other party.
33. NOTICES
Except as otherwise expressly specified herein, all notices, requests
or other communications shall be in writing and shall be deemed to have
been given if delivered personally or mailed, by certified or
registered mail, postage prepaid, return receipt requested, to the
parties at their respective addresses set forth at Schedule 6 (Project
Managers). All notices, requests or communications shall be deemed
effective upon personal delivery or ten (10) days following deposit,
first class postage prepaid, in the mail or by facsimile transmission
to the facsimile number of the other party given in such Schedule 6
(Project Managers).
34. GOVERNING LAW
Any dispute arising out of or relating to this Agreement, or the breach
thereof shall be governed by the laws of England without regard to or
application of choice of law rules or principles. The parties
acknowledge that the courts of England are the sole appropriate and
acceptable forums and venues for any legal action necessary to construe
or enforce any term or provision of this Agreement and the parties
consent to the exclusive jurisdiction of such courts and consent to the
service of process by registered mail.
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the date first above written.
iTouch Plc m-Wise Inc
By: By:
------------------------ -------------------------------
(Print) (Print)
-------------------- --------------------------
Title: Title:
--------------------- ---------------------------
Date: Date:
--------------------- ---------------------------
SCHEDULE 1
SPECIFICATION
Cross reference of MOMA features for ITouch
Written by: ▇▇▇▇ ▇▇▇▇▇
Documentation inventory list
Table 1 - MOMA documentation package
-----------------------------------------------------------------------------------------------------------
Document Content Associated training
session duration
===========================================================================================================
MOMA architecture (1) MOMA software components 2 hours
(2) MOMA physical architecture
(3) MOMA network security layers
(4) MOMA service request flow
-----------------------------------------------------------------------------------------------------------
Terms and Acronyms (1) Client 2 hours
(2) Provider
(3) Port / short codes
(4) MO/MT
(5) Message status
(6) Sessions
(7) Channels
(8) Retries
(9) Application
(10) Trigger
(11) Trigger Alias
(12) Charge Profile
(13) Logical port
(14) System applications: Help, Session timeout,
Unrecognized, etc...
-----------------------------------------------------------------------------------------------------------
MOMA monitoring tools (1) MOMAMC Live MO/MT monitors 2 hours
(2) MOMAMC MO view
(3) MOMAMC MT view, message timestamp trace
(4) MO and MT message queue views
(5) Open / Closed Sessions views
(6) Archive sessions views via help desk tool
(7) Active monitor view
-----------------------------------------------------------------------------------------------------------
Application provisioning (1) Application settings 1 hour
tools (2) Client setting
(3) Trigger Setting
(4) Trigger Alias setting
(5) Logical port setting
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Document Content Associated training
session duration
===========================================================================================================
MOMA provider / port (1) Provider provisioning 1 hour
provisioning (2) SMSCI settings
(3) Port provisioning (4) SMSCI interface protocol
-----------------------------------------------------------------------------------------------------------
Application management (5) Preface 2 hours
(6) Client / Application / Trigger relationship
(7) Master applications
(8) Naming conventions
(1) Application implementation workflow
-----------------------------------------------------------------------------------------------------------
Reporting suite (2) Report generation 2 hours
-----------------------------------------------------------------------------------------------------------
MOMA system applications (1) MOMA system applications 3 hours
user manual (2) MOMA voucher system
-----------------------------------------------------------------------------------------------------------
MOMA active monitoring Suite(1) MOMA Active Monitor Management Console 3 hours
(2) Active Monitor Login Window
(3) Test Groups
(4) Notification Groups
(5) Notification Groups
(6) Test Definition
(7) Active Monitor Tools
-----------------------------------------------------------------------------------------------------------
Troubleshooting guide (1) Events and reactions 3 hours
(2) Problem handling procedure
-----------------------------------------------------------------------------------------------------------
SDK user manual (1) MOMA SDK user manual 2 days (frontal)
3 days exercises
-----------------------------------------------------------------------------------------------------------
API user manual (1) Application level API user manual 4 hours
(2) Application level SMSCI level user manual
(3) Content feed API user manual
-----------------------------------------------------------------------------------------------------------
MOMA roadmap (1) MOMA features list 5 days (SDK training
course)
-----------------------------------------------------------------------------------------------------------
Application user manuals (1) Application specific user manuals N/A
-----------------------------------------------------------------------------------------------------------
System Testing Documents (1) System test documentation N/A
(STD)
-----------------------------------------------------------------------------------------------------------
Installation manual (1) MOMA installation procedure 1 day
-----------------------------------------------------------------------------------------------------------
Table 2 - MOMA features to Test Procedures cross reference
------------------- ----------------------- -------------------------------- --------------------------------
Category Feature Feature description Related document
------------------- ----------------------- -------------------------------- --------------------------------
API Application level API XML over HTTP API for 3rd MAG API user manual
(AKA: MAG API) party content providers using
the MOMA API interface
------------------- ----------------------- -------------------------------- --------------------------------
SMSCI level API HTTP based SMSC interface for SMSCI user manual
SMS relays
------------------- ----------------------- -------------------------------- --------------------------------
Content feed API XML over HTTP API for content Content feed API user manual
feed (used by the alerting
platform)
------------------- ----------------------- -------------------------------- --------------------------------
MAG API monitoring Built in web-based monitoring SMSCI API user manual
back-end back-end for API level content
providers
------------------- ----------------------- -------------------------------- --------------------------------
------------------- ----------------------- -------------------------------- --------------------------------
Category Feature Feature description Related document
------------------- ----------------------- -------------------------------- --------------------------------
SDK and Web based SDK Web based SDK IDE (integrated SDK user manual
application engine development environment)
------------------- ----------------------- -------------------------------- --------------------------------
Clustered application Clustered Java based Application provisioning tools
engine application engine (running
the SDK based applications)
------------------- ----------------------- -------------------------------- --------------------------------
Session management Session management MOMA session management Terms and Acronyms
function
------------------- ----------------------- -------------------------------- --------------------------------
System level System level applications: MOMA system applications user
applications OPTIN, OPTOUT, HELP, STOP, manual
NICKNAME, CREDIT, RECHARGE,
etc...
------------------- ----------------------- -------------------------------- --------------------------------
Trigger alias Enable multiple triggers for a Application provisioning tools
management single application; associate
the application user profile
to the Trigger Alias.
------------------- ----------------------- -------------------------------- --------------------------------
Message types Support multiple Support most common types of MAG API user manual
message types messages: text, ringtones,
logos, picture, binary, and
other binary types (e.g. EMS
messages, WAP push)
------------------- ----------------------- -------------------------------- --------------------------------
Nokia converters Built in converters for A part of the Digital Content
Nokia ringtones, logos, and (RTL) application back-end
picture messages.
------------------- ----------------------- -------------------------------- --------------------------------
Multi-Lingual support Multi-lingual support using Application provisioning tools
UNICODE character sets
------------------- ----------------------- -------------------------------- --------------------------------
Management tools Application Application (trigger, trigger Application provisioning tools
provisioning tool alias) and Client setup and
management tools
------------------- ----------------------- -------------------------------- --------------------------------
Application copy tool Application copy tool Application provisioning tools
------------------- ----------------------- -------------------------------- --------------------------------
Web based system Online Traffic screening and MOMA monitoring tools
monitoring monitoring tools, user session
message history views
------------------- ----------------------- -------------------------------- --------------------------------
MOMA Active Monitor Passive and active monitoring MOMA active monitoring Suite
Suite system, with Flexible built in
test management, SMS, email
and WEB alerts.
------------------- ----------------------- -------------------------------- --------------------------------
Mobile network Mobile network, Ports, logical MOMA provider / port
management ports, charging provisioning provisioning
setup and management tools
------------------- ----------------------- -------------------------------- --------------------------------
Content provider Help Web based content provider's Application back-end user
desk utility help desk tool integrated into manuals
the Application back-end
------------------- ----------------------- -------------------------------- --------------------------------
MOMA manager Help Web based system admin help MOMA monitoring tools
desk utility desk tool integrated into the
MOMA management center
------------------- ----------------------- -------------------------------- --------------------------------
------------------- ----------------------- -------------------------------- --------------------------------
Category Feature Feature description Related document
------------------- ----------------------- -------------------------------- --------------------------------
Network Cross networking Implementation of MOMA provider / port
setup multi-network application provisioning
running through cross
network logical ports.
------------------- ----------------------- -------------------------------- --------------------------------
Short codes load Implementation of clustered Application provisioning tools
balancing short codes for short codes
load balancing
------------------- ----------------------- -------------------------------- --------------------------------
GSM modem SMS Implementation of GSM modem MOMA active monitoring Suite
interface interface (used mostly for
monitoring the network)
------------------- ----------------------- -------------------------------- --------------------------------
Billing & Multiple reports The MOMA reporting module Reporting suite
Reporting provides flexible Crystal
Reports(TM) template based
reports.
------------------- ----------------------- -------------------------------- --------------------------------
Data cards credit Support data cards (scratch MOMA system applications user
based billing card, vouchers) vouchers manual
management, and real-time
credit management
------------------- ----------------------- -------------------------------- --------------------------------
Content provider Web based reporting suite for Reporting suite
(client) report content providers, with a
profiles flexible client report profile
editor.
------------------- ----------------------- -------------------------------- --------------------------------
Data cards management The data card management suite MOMA system applications user
suite enables users balance manual
management, data card codes
generation, scratch card life
cycle management and also
queries and reports with
regard to the scratch cards.
------------------- ----------------------- -------------------------------- --------------------------------
Attached documents
------------------------------------------------------ ------------------------------------------------------
Document description Document name
------------------------------------------------------ ------------------------------------------------------
Application provisioning tools MomaTrainingLesson04.pdf
------------------------------------------------------ ------------------------------------------------------
Content feed API user manual ContentFeedAPIV2.0.pdf
------------------------------------------------------ ------------------------------------------------------
MAG API user manual MAG API V6.1.pdf
------------------------------------------------------ ------------------------------------------------------
MOMA active monitoring Suite MomaTrainingLesson12.pdf
------------------------------------------------------ ------------------------------------------------------
MOMA monitoring tools MomaTrainingLesson03.pdf
------------------------------------------------------ ------------------------------------------------------
MOMA provider / port provisioning MomaTrainingLesson06.pdf
------------------------------------------------------ ------------------------------------------------------
MOMA system applications user manual MomaSystemApplicationsV6.0.pdf
------------------------------------------------------ ------------------------------------------------------
Reporting suite ReportingWhitepaper.pdf
------------------------------------------------------ ------------------------------------------------------
SDK user manual MagSdkUserManualV5.1.pdf
------------------------------------------------------ ------------------------------------------------------
SMSCI API user manual MomaSmscApi.pdf
------------------------------------------------------ ------------------------------------------------------
Terms and Acronyms MomaTrainingLesson02.pdf
------------------------------------------------------ ------------------------------------------------------
(2) Customisations of MOMA Platform
The MOMA Platform shall be customised so that it complies with the
specifications set out herein. In particular m-Wise shall:
(a) ensure that the MOMA Platform shall provide continuous
connectivity for existing OpCos and Virtual OpCos (existing
under the ASP Agreement) and any new OpCos and Virtual OpCos
and third parties at a cost not exceeding (pound)500 per party
added during the remaining period of the ASP Agreement and
until the Installation of the MOMA Platform Component has
obtained Acceptance.
(b) ensure the MOMA Platform is such that as an easy and routine
operation iTouch will be able to add an unlimited number of
OpCos and/or Virtual OpCos.
(c) add the Translator Application after the HTTP API converter
has been built at the Site to handle the translation.
(d) integrate into it SMS Location Based Application (based on UK
post code proximity software provided by iTouch).
(e) ensure all screens are customised so that as an easy and
routine operation iTouch can apply branding according to its
requirement from time to time and that the "powered by m-Wise"
logo is small and unobtrusive and is in respect of any
dimension no more than one quarter the size of the iTouch logo
as to any dimension.
(f) carry out the additional developments/customisations detailed
in Schedule 8 (Additional Development/Customisations).
(g) upon prior written request from iTouch develop TIBCO connector
(on a time and materials basis, according to the rates set out
in paragraph (2) of Schedule 7 (Financial). iTouch may request
that m-Wise develop other connectivity APIs or may use any new
ones already developed by m-Wise.
The following MOMA level(2) functionality will be provided for ITouch in the
MOMA platform installed at ITouch facility:
(3) Applications
This list is not exhaustive and shall include all other m-Wise
applications up until date of Acceptance of the Application Component.
M-Wise also shall ensure that all iTouch's historical data is ported
from the current ASP platform to the new platform.
---------------------------------------------------------------------------------------------------------------------
iTouch m-Wise Applications Live as ▇▇ ▇▇-▇▇-▇▇
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
Application
Category Name Applications Description Demo Reference
---------------------------------------------------------------------------------------------------------------------
Test Apps TestUDH TestUDH Download txt message, ringtone, Configured iTouch Isr 23/08
logo etc
---------------------------------------------------------------------------------------------------------------------
iTouchTest iTouchTest MO capture app Configured MIH TH 30/08
---------------------------------------------------------------------------------------------------------------------
Quiz Quiz App 1 Simple Quiz 1 question quiz OPCO: iTouch UK, App Name:
iTouch Simple Quiz, Trigger:
Quick, Port: 81131
---------------------------------------------------------------------------------------------------------------------
Quiz App 2 Quiz 3 question quiz OPCO: iTouch UK, App Name:
iTouch Quiz, Trigger: Quiz,
Port: 81131
---------------------------------------------------------------------------------------------------------------------
Quiz App 3 Spiderman Quiz 5 question quiz OPCO: iTouch UK, App Name:
Spiderman 5Q Quiz, Trigger:
Spidey Quiz, Port: 81131
---------------------------------------------------------------------------------------------------------------------
Quiz App 4 Guru Football 15 Question Multi Category, Multi OPCO: iTouch UK, App Name:
Level. Category Selection, 3 x Guru, Trigger: Guru, Port: 81131
levels, 5 questions per level quiz
----------------
(2) Note: this does not include a description of the specific applications
delivered to ITouch
---------------------------------------------------------------------------------------------------------------------
Scenario Scenario Spiderman 5 question, 3 scenario games. OPCO: iTouch UK, App Name:
Game 1 Scenario 5 Categories are selected by sub Spiderman Scenario 5 Questions,
Questions trigger, not category question. Trigger: Spidey + Battle or
Wrestle or Parade, Port: 81131
---------------------------------------------------------------------------------------------------------------------
Scenario Spiderman 8 Question game, no category. OPCO: iTouch UK, App Name:
Game 2 Scenario Spiderman Scenario, Trigger:
Spiders, Port: 81131
---------------------------------------------------------------------------------------------------------------------
Scenario GetHerKitOff 8 question with category OPCO: iTouch UK, App Name:
Game 3 selection. GetHerKitOff, Trigger: Kitoff,
Port: 81131
---------------------------------------------------------------------------------------------------------------------
Voting Vote Voting Single Vote Application OPCO: iTouch UK, App Name:
iTouch World Cup Voting,
Trigger: Squash, Port: 81131
---------------------------------------------------------------------------------------------------------------------
Vote Rev 2.0 New Voting App Enhanced voting application Voting App released to iTouch
(currently in currently in m-Wise QA. URS will 15-08, testing and
testing on be distributed on completion of documentation commence 16-08.
staging server) testing. Will release to OPCO's during
w/c 19-08
---------------------------------------------------------------------------------------------------------------------
Games Safe Safe 3 goes to guess the n x digit OPCO: iTouch UK, App Name:
combination iTouch Safe, Trigger: Crack,
Port: 81131
---------------------------------------------------------------------------------------------------------------------
Slot Slot Machine User sends trigger is prompted to OPCO: iTouch UK, App Name:
enter (1) phone type Nokia or iTouch Slot Machine, Trigger:
Other, (2) answer a trivia SlotM, Port: 81131
question and then is sent 3 x Op
Logos or Text Messages based on
response to (1)
---------------------------------------------------------------------------------------------------------------------
Brainmaster Brainmaster 4 goes to guess the 4-digit OPCO: iTouch UK, App Name:
combination. User is prompted Brainmaster, Trigger: Master,
with no correct digits & no of Port: 81131
correct positions
---------------------------------------------------------------------------------------------------------------------
Luv Love Calculator User texts in name and partner OPCO: iTouch UK, App Name:
Calculator name to receive compatibility % iTouch Love Calculator,
Trigger: Luvcal, Port: 81131
---------------------------------------------------------------------------------------------------------------------
Data Capture Info Data Capture application, many OPCO: iTouch UK, App Name:
functions: Opt-out, Opt-in, data iTouch INFO, Trigger: INFO
capture app, competition entry. Port: 81131
---------------------------------------------------------------------------------------------------------------------
SMS Response SMS Response m-Wise dev complete, spec Application as it stands is Capture,
to be written to detail output output required to route XML add on
to XML. Moderator under dev by
iTouch UK date to be provided.
---------------------------------------------------------------------------------------------------------------------
Emailer Emailer Capture user details via SMSand
forward email
---------------------------------------------------------------------------------------------------------------------
Alerts Alerts App 1 Football Additional functionality being OPCO: iTouch UK, App Name:
- Football added as result of World Cup. Football Alerts, Trigger: INFO
Content converter developed to Port: 81131
facilitate Rivals 365 content.
---------------------------------------------------------------------------------------------------------------------
Alerts App 2 Nat Mags Alerts Users pre-register to receive n x OPCO: iTouch UK, App Name: Nat
- Push alerts ▇.▇. ▇▇▇▇▇ sex tips for a Mags Alerts, Trigger: Cosmo +
week. Content is entered Orgasm or Sex Port: 81131
manually and broadcast
to all registered users
once daily.
---------------------------------------------------------------------------------------------------------------------
Chat Virtual Chat Virtual Chat Currently only supports single Further development reqd to
keyword recognition based on support keyword recognition
virtual pet from within text string
---------------------------------------------------------------------------------------------------------------------
Device Ringtones WC RT Nokia Mono - SMS delivery OPCO: iTouch UK, App Name:
Persona- Spiderman Logo, Trigger: Spider
lisation 12999 Port: 81131
---------------------------------------------------------------------------------------------------------------------
Logos WC LG Nokia - SMS Delivery OPCO: iTouch UK, App Name:
Spiderman Logo, Trigger: Spider
60548 Port: 81131
---------------------------------------------------------------------------------------------------------------------
Polyphonics In Development Successfully delivered poly to Demo is currently unavailable,
Samsung T100 via WAP OTA 01-08, will request re-instatement.
further dev reqd. [JEM: ▇▇▇ responding]
---------------------------------------------------------------------------------------------------------------------
Credit System System Credit management application, OPCO: iTouch UK, App Name:
Management Application Application user management etc System iTouch (not demo)
---------------------------------------------------------------------------------------------------------------------
Fantasy Golden Goals Top 5 goal scorers fantasy type Application exists but no
Football football game used by iTouch UK identified client exists.
for World Cup.
---------------------------------------------------------------------------------------------------------------------
o Plus, without further charge, iTouch may within 12 (twelve) months
immediately following Acceptance of the Licensed Software choose a
further 5 (five) Applications from m-Wise's catalogue of Applications.
(4) Additional Technical Changes and Requirements
o Documentation:
- All new components to be fully documented, including
javadocs before delivery of the platform.
- A schedule for delivery of documentation for old
components to be decided.
- Installation documentation to be provided for the
exact configuration of the iTouch m-Wise platform
o Process Definition:
- All processes to be documented, given an
iTouch-controlled platform. This includes upgrade and
bug fix processes.
o Test and Performance:
Test scripts to be provided for system components so
that for all applications that are added to the
system, a simple mechanism exists for testing
throughput/performance.
o Database backup Replication:
MOMA Platform must allow iTouch to meet the standard iTouch
requirements listed below.
- iTouch require:
| | real time transaction backup (m-Wise will be
able to provide CDR files with a log of all
the transactions)
| | 99.5% uptime
| | full failover such that any component within
the platform will failover to a secondary
instance in the event that a failure of its
primary instance occurs.
| | no manual intervention on failover
| | backups made at defined intervals to
removable storage (onto a backup tape device
or recordable DVD)
- Based on these requirements, m-Wise to provide the
necessary mechanisms so that the right measures can
be implemented.
o Monitoring:
- m-Wise to supply monitoring components/support for
all hardware, connectivity and software components,
and to enable iTouch to perform same remote
monitoring functionality as exists in m-Wise's
offices. within two months of delivery.
o Archival:
- m-Wise to provide full warehousing and archival
functionality and connectivity.
iTouch expects all these additional requirements to be part of the
standard deliverables in the purchase of the MOMA Platform. In
addition, there might be a requirement to develop a TIBCO connector or
other connectors for the m-Wise Platform which for the avoidance of
doubt shall include but is not limited to IBM MQ Series, JMS.
Fault Logging
iTouch will make available to m-Wise access to iTouch's fault logging
systems. m-Wise will use these to log and track all iTouch related
support issues and change requests. These systems will also be used by
iTouch as the basis to measure compliance with the agreed service
levels set out in Schedule 9 (Service Level Agreement).
M-Wise shall ensure that there is no unauthorised back door access to
the Platform which is not authorised by iTouch
(5) Deliverables
The MOMA platform is to be fully deployed into all of the following eTec
environments within 2 (two) calendar months from the final signature of this
Agreement (including the full migration of all iTouch applications and data from
the ASP environment) (Installation):
(a) Development;
(b) testing
(c) staging;
(d) Production with fail-over; and
(e) An off-site fail-over platform TBD
SCHEDULE 2
List of Hardware recommended by m-Wise
----------------------------------------------------------------------------------------------------------------------------------
Machine Type A
----------------------------------------------------------------------------------------------------------------------------------
Make and Model Dell 1650
Operating System Linux (mWise RPM)
CPU 1x1.8 Ghz (or highest)
Memory 1Gb (or highest)
Storage 18Gb (SCSI)
Network Cards 2
Quantity
Note 2 Machines to include 3 x18Gb RAID 5 Storage
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Machine Type B
----------------------------------------------------------------------------------------------------------------------------------
Make and Model Gigabyte
Operating System Linux (mWise RPM)
CPU 1x1.8 Ghz (or highest)
Memory 1Gb (or highest)
Storage 18Gb (SCSI)
Network Cards 2
Quantity
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Machine Type C
----------------------------------------------------------------------------------------------------------------------------------
Make and Model Dell 6650
Operating System Win 2k Server
CPU 2 x 1.4Ghz Xeon/512kb cache (or highest) - Upgradeable to 4 processors
Memory 2Gb (or highest) - upgradeable to 8Gb
Storage 2 x 18Gb (SCSI)
Network Cards 2
Quantity
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Machine Type D
----------------------------------------------------------------------------------------------------------------------------------
Make and Model NetApp F87
Operating System
CPU
Memory
Storage 8x76Gb SCSI
Network Cards 1 Fibre Ethernet card + 1 10/100/1000 Ethernet card
Quantity 1
Note:
NetApp F87
Snap Restore
Documentation
Install Service
5 Days Training
Snap Drive for SQL Server
36 month phone support and 4 hour on-site drive and hardware replacement
36 months support subscription for software
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Machine Type E
----------------------------------------------------------------------------------------------------------------------------------
Make and Model Cisco 3550 - Production Switch
Quantity 4
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Machine Type F
----------------------------------------------------------------------------------------------------------------------------------
Make and Model Cisco 2959 (24 port switch) - Non Production Switch
Quantity 3
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Machine Type G
----------------------------------------------------------------------------------------------------------------------------------
Make and Model iTouch Firewall
Quantity 2
Note: Type A Server + 4 Network Cards
----------------------------------------------------------------------------------------------------------------------------------
Types of Servers and software licenses
Quantity and type of machines
------------------------------------------------------------------------------------------------
Description Live Redundant Total
------------------------------------------------------------------------------------------------
Qty Type Qty Type Qty
----------------------------------------------------------
Application Servers 3 A 3
----------------------------------------------------------
SMS Servers 0
----------------------------------------------------------
Database Server Prod 1 C 1 C 2
----------------------------------------------------------
Database Server Non Prod 4
----------------------------------------------------------
External Storage 1 D 1
----------------------------------------------------------
Web Server 2 A 2
----------------------------------------------------------
API Server 2 A 2
----------------------------------------------------------
Switches 2 E 2 E 2
----------------------------------------------------------
Firewall 1 G 1 G 2
----------------------------------------------------------
Monitoring 3 A 3
------------------------------------------------------------------------------------------------
Software License Requirement
-----------------------------------------------------------------------------------------------------------------------------
Licenses Windows MS SQL Server Embarcadero JTurbo ColdFusion Crystal Reports IIS
Server 2000 Standard Enterprise
-----------------------------------------------------------------------------------------------------------------------------
Application Servers 1
-------------------------------------------------------------------------------------------
SMS Servers
-------------------------------------------------------------------------------------------
Database Server Prod 2 2 1
-------------------------------------------------------------------------------------------
Database Server Non Prod 1 1 1
-------------------------------------------------------------------------------------------
External Storage
-------------------------------------------------------------------------------------------
Web Server 1 1 1 1
-------------------------------------------------------------------------------------------
API Server 1
-------------------------------------------------------------------------------------------
Switches
-------------------------------------------------------------------------------------------
Firewall
-------------------------------------------------------------------------------------------
Monitoring
-----------------------------------------------------------------------------------------------------------------------------
Official Software License versions
--------------------------------------------------------------------------------------------------------------------------
Name Description Version
--------------------------------------------------------------------------------------------------------------------------
Windows Server 2000 Windows Server 2000 Service Pack 3
MS SQL Server Standard MS SQL Server 2000 Service Pack 2
Embrocadero MS SQL Development and Management Suite Determined upon installation
JTurbo JDBC Connector Version 3.0
Cold Fusion Enterprise Application Server MX Server Enterprise (v. 6)
IIS HTTP Server IIS 5.0 with latest patches
Crystal Reports Reports Generation package Version
--------------------------------------------------------------------------------------------------------------------------
2) ACCESS/FACILITIES/INFORMATION
iTouch acknowledges that any failure by iTouch to meet its obligations
as set out below could incur subsequent delays in the performance of
m-Wise's duties and any obligations relating thereto to m-Wise will be
extended accordingly.
---------------------------------------------------------------------------------------------------------------
Name Customer Furnished Equipment/Information Due date (from date of
final signature of
this Agreement)
---------------------------------------------------------------------------------------------------------------
Hardware iTouch to provide all the hardware, rack space, + 4 weeks
wiring, power supply, Hardware, air conditioning for
all installed systems (production, development,
pre-production)
---------------------------------------------------------------------------------------------------------------
Archiving media iTouch to select their preferred archiving media and + 4 weeks
offline storage device.
---------------------------------------------------------------------------------------------------------------
Off the shelf software iTouch to provide all the off shelf software + 4 weeks
(Operating systems, database, web servers, etc...)
---------------------------------------------------------------------------------------------------------------
DB servers Installation iTouch to install the DB servers according to their + 4 weeks
required clustering / high availability configuration.
---------------------------------------------------------------------------------------------------------------
Short codes / ports iTouch to provide in advance all the short codes / + 4 weeks
ports for all the networks in which the services must
be connected to including charging information,
throttling settings, etc...
---------------------------------------------------------------------------------------------------------------
IP range iTouch to provide in advance the IP numbers for all + 4 weeks
the servers to be all installed systems (production,
development, pre-production)
---------------------------------------------------------------------------------------------------------------
VPN access for remote support iTouch to provide VPN access for remote support to + 4 weeks
the installed systems.
---------------------------------------------------------------------------------------------------------------
Relays readiness iTouch to prepare in advance all the interfaces for + 5 weeks
all the SMS Relays that will be connected to the MOMA
---------------------------------------------------------------------------------------------------------------
Network person during iTouch to allocate a dedicated network person to + 5 weeks
Installation attend and assist during the Installation (firewall
settings, IP allocations, etc...)
---------------------------------------------------------------------------------------------------------------
SIM cards At iTouch's discretion iTouch to provide SIM cards + 5 weeks
for all networks that should be monitored by the MOMA
(including a Wavecom GSM modem for each one)
---------------------------------------------------------------------------------------------------------------
Training iTouch to provide in advance the total number of + 7 weeks
attendees in the training course. iTouch to provide a
training location including a CRT projector and
connectivity to pre-production environment. (m-wise
will provide 1 master softcopy of all training
material)
---------------------------------------------------------------------------------------------------------------
SCHEDULE 3
DOCUMENTATION
(1) The Documentation must comply with the warranty in Clause 14.1.5 and in
particular:
o All new components to be fully documented, including javadocs
before delivery of the platform.
o Installation documentation to be provided for the exact
configuration of the iTouch m-Wise platform.
o All documents pertaining to sub-headings "Process Definition"
and "Archival" under heading "Additional Technical Changes and
Requirements" as set out in Schedule 1 to be supplied.
o Full system documentation to be provided to the satisfaction
of iTouch and shall be at the same technical level and format
as the existing documentation provided to iTouch.
o A schedule for delivery of documentation for old components
shall be decided by the parties at a later date but no later
than 30 days after final signature of this Agreement. All such
documentation to include component functional description,
technical document including systems/component design and
online documentation.
(2) Category of Documents:
This list of Documents is not exhaustive and shall include all
additional Documents as applicable and necessary for the
proper fulfilment of this Agreement. The parties shall
mutually agree the category to be applied for any additional
Documents.
------------------------- -------------------------------------------------------------------------------------
Category Document Type
------------------------- -------------------------------------------------------------------------------------
A Platform technical documentation. For use by the iTouch Group only e.g.
(Confidential
Documents) o Operation Manuals; and
o System Development
------------------------- -------------------------------------------------------------------------------------
B User oriented instructions and API technical documentation. These can be offered
to third parties as necessary to allow them to connect to or use the m-Wise
(Non-Confidential platform.
Documents)
o User Manuals; and
o White papers
------------------------- -------------------------------------------------------------------------------------
Page 0 of 26
SCHEDULE 4
ACCEPTANCE TESTS
1. The Parties undertake to co-operate fully with each other in the design
and conduct of the Acceptance Tests for each of the Components
respectively.
2. The Acceptance Tests must be suitable to comprehensively test
conformity of each of the Components set out in Clause 1 of Schedule 4
above to the Specifications set out in Schedule 1 (Specification) and
Schedule 8 (Additional Development/Customisation), and in particular
provide test scripts for system components for each so that for all
applications that are added to the system, a simple mechanism exists
for testing throughput/performance. All existing m-Wise Applications
currently used on the ASP platform by iTouch should continue to
function effectively as they currently do. All new additions and
revisions thereto must conform to mutually agreed specifications to be
decided between iTouch and m-Wise.
3. Acceptance Test is deemed to be completed successfully by iTouch if the
Component operates free from defects for a continuous period of 14 days
( fourteen) from completion of installation
4. Where the Component consists of sections or portions the Acceptance
procedure outlined above and in Clause 4 of the Agreement (Testing and
Acceptance) shall be repeated for each section or portion of the
Component as defined therein.
m-Wise to provide details of all testing as conducted for the Comtrend
deployment.
The following MOMA level3 functionality will be tested as a part of the
qualification tests for ITouch:
SCHEDULE 5
TRAINING
(1) m-Wise shall provide the following training to iTouch technical staff
in relation to the Licensed Software and at locations chosen by iTouch,
free of any additional charge, namely 10 technical and 5 product
manager days (120 hours) of structural training.
(2) Such training shall be provided at mutually convenient times for both
parties at the iTouch premises set out below in Clause 4 (or at such
other location in Europe as provided to m-Wise in writing) but shall be
no later than 10 (ten) days from the commencement date set out in
Clause 4 below. m-Wise acknowledges and accepts that any failure to
provide the training as set out herein will be a material breach of
this Agreement.
(3) If requested from time to time m-Wise shall also provide additional
training to iTouch, to be charged at the rate to be charged for
training stated in Schedule 7(2)(a) (Training).
(4) The training agenda shall be as follows:
-------------------------------------- --------------------------- ------------------- -------------------
Training Commencement Date Location Number of Hours
-------------------------------------- --------------------------- ------------------- -------------------
Technical (10 iTouch staff)
-------------------------------------- --------------------------- ------------------- -------------------
Product Manager (5 iTouch staff)
-------------------------------------- --------------------------- ------------------- -------------------
Total: 120 hours of structural training
----------------------------------------------------------------------------------------------------------
SCHEDULE 6
PROJECT MANAGERS
iTouch Plc
Registered ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Registered Number 3911278
If applicable VAT Registration 756 8716 81
Number
(or equivalent)
Contact Name ▇▇▇ ▇▇▇▇▇▇▇▇, Chief Information Officer
Telephone: ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇
Mobile: ▇▇▇ (▇)▇▇▇▇ ▇▇▇ ▇▇▇
Fax: ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇
Email: ▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Contact Name (Technical) ▇▇▇▇▇▇ ▇'▇▇▇▇▇, Operations Manager
Telephone: ▇▇▇▇ (▇)▇ ▇▇▇ ▇▇▇▇
Mobile: ▇▇▇▇ (▇)▇▇ ▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇ (▇)▇ ▇▇▇ ▇▇▇▇
Email: ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇
Billing Contact Details
(if different from above - name,
address, telephone, Fax, Email
numbers)
m-Wise Inc
Registered ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Registered Number
If applicable
VAT Registration Number
(or equivalent)
1st Contact Name ▇▇▇▇ ▇▇▇-▇▇▇▇▇▇
Telephone: ▇▇▇ ▇▇▇▇▇▇▇▇
Mobile: 0777 6236965 /▇▇▇▇-▇▇-▇▇▇▇▇▇
Fax: 020 76088550
Email: ▇▇▇▇@▇-▇▇▇▇.▇▇▇
2nd Contact Name Nir Simionovich
Telephone: ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇
Mobile: +972 (54) 482826
Fax: ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇
Email: ▇▇▇▇@▇-▇▇▇▇.▇▇▇
Billing Contact Details ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇▇,
(▇▇ different from above - name, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
address, telephone/Fax/Email
numbers)
SCHEDULE 7
FINANCIAL
(1) Fixed Price
Subject to paragraph (2) below, and to Clause 9.1 (Late Completion),
the total all-inclusive price to be paid by iTouch to m-Wise for
complete performance by m-Wise of all its obligations under this
Agreement is [Redacted] (plus VAT if lawfully chargeable). This sum
is made up as follows:
(a) One-off licence fee for the complete Licensed Software
conforming in all respects with the requirements of this
Agreement, [Redacted]. Any additional production
environments shall be subject to an additional fee, which
shall be mutually agreed in good faith between the parties but
on no less favourable terms to iTouch than as set out herein.
(b) Fee for implementing all agreed customised changes to the
Licensed Software, and for all other Services to be provided
by m-Wise under this Agreement, [Redacted].
(c) By way of variation of the financial provisions of the ASP
Agreement (and instead of any payments to m-Wise that are now
due or would become due there under):
(i) outstanding fee for August 2002, [Redacted].
(ii) a fee of [Redacted] in respect of September,
October and November.
(2) Rates for any additional Services
In respect of any Services for which it is expressly provided in this
Agreement that iTouch will pay m-Wise in addition to the fixed price
referred to above, and in respect of any other services that the
parties agree in writing should be provided at an additional charge,
the following rates shall apply:
(a) [Redacted] per 8 hour day for additional training
referred to in paragraph (2) of Schedule 5 (Training).
(b) m-Wise a time and materials rate as of the date of
this Agreement is [Redacted] per hour or such
other amount as mutually agreed in writing between
the parties.
(3) Payment timings
(a) iTouch shall pay the fixed price of [Redacted] referred to
above as follows:
(i) [Redacted] thereof on final signature of this Agreement.
(ii) [Redacted] thereof upon completion of the Installation.
(iii) [Redacted] thereof within 15 days of written Acceptance
from iTouch.
(iv) [Redacted] thereof within 45 days post Acceptance.
(b) iTouch shall pay any other sums (i.e. in respect of additional
Services as referred to in paragraph (2) above) within 30 days
of receiving m-Wise's valid and accurate invoice, which m-Wise
shall only issue in each case following supply and/or
completion by it of the Services for which it is invoicing.
SCHEDULE 8
ADDITIONAL DEVELOPMENTS/CUSTOMISATIONS
-----------------------------------------------------------------------------------------------------------------------------
Application Description Delivery date
-----------------------------------------------------------------------------------------------------------------------------
Java and RTL WAP New app that will do the billing via SMS and will | | 4 weeks from Application
send iTouch download a unique WAP URL to Specifications (and
download the Java game/polyphonic final signing of this
ringtone or screen saver. Agreement)
-----------------------------------------------------------------------------------------------------------------------------
Alerts Applications Add category (I.e. football team) connected to different | | 3 weeks from commercial
footer per Alias trigger agreement
-----------------------------------------------------------------------------------------------------------------------------
Alerts Include a field for reporters name, which is carried across | | 3 weeks from commercial
to the Sent Messages screen. agreement
-----------------------------------------------------------------------------------------------------------------------------
Alerts Weather Alerts | | 3 weeks from receipt of
application
specifications
-----------------------------------------------------------------------------------------------------------------------------
Smart Messaging Integrate to iTouch Smart Messaging | | m-wise ready, waiting
for iTouch
-----------------------------------------------------------------------------------------------------------------------------
Virtual Chat Improve Virtual Chat Application (to recognise key words in a | | 5 weeks from commercial
text string) agreement
-----------------------------------------------------------------------------------------------------------------------------
System Application Dynamic system messages per Alias trigger: Promotion text in | | 5 weeks from commercial
trigger alias message. Specifications need to be completed. agreement
-----------------------------------------------------------------------------------------------------------------------------
Add Alias trigger Interface for iTouch to add alias triggers to all iTouch's | | 3 weeks from commercial
applications the MOMAMC user interface given as a MOMA owner agreement
allows doing that.
-----------------------------------------------------------------------------------------------------------------------------
Reporting iTouch will send a proposed template for a new | | 3 weeks from receipt of
report that will include the payment settlements specification
(including IP rights). Functional requirements to be
specified by iTouch.
-----------------------------------------------------------------------------------------------------------------------------
Enhancement to Web based application that will enable iTouch to create | | 7 weeks from commercial
White Labelling user name and password to each one of their clients and agreement
Functionality associate alias trigger to them. iTouch client will then have
access to: 1. Support tool by trigger alias for distributors
and 2. one report for his/her alias triggers.
-----------------------------------------------------------------------------------------------------------------------------
Support Additional customer support tool enhancement, | | 4 weeks from commercial
enables them to send MO or MT. Also enables them to agreement
add credit to voucher/IVR users, un-register users from
alert service, etc.
-----------------------------------------------------------------------------------------------------------------------------
Support m-Wise to implement a trouble ticket system for support | | 3 weeks from commercial
purposes (not development). agreement
-----------------------------------------------------------------------------------------------------------------------------
Documentation Create a central document store of all their Applications and | | In process, will finish
systems documentation. (This needs to be updated regularly). by 15 Sept - done
-----------------------------------------------------------------------------------------------------------------------------
General Each OpCo to be configured separately on the platform. | | Done
-----------------------------------------------------------------------------------------------------------------------------
| |
-----------------------------------------------------------------------------------------------------------------------------
SCHEDULE 9
SERVICE LEVEL AGREEMENT
1. INTRODUCTION
This document serves to define the interfaces, times and management
procedures regarding any malfunctions on services offered in
collaboration with m-Wise services for the iTouch operation and all
support and maintenance during the Warranty Period free of charge.
On parallel, the document will specify the agreed communication
arrangements between m-Wise and iTouch in regard to the activities
planned on m-Wise respective platforms.
The Services will consist in addition to all additional work necessary to
comply with Clause 4 (Testing and Acceptance) in second level support and
fall into the following categories:
(a) Remote monitoring of the Licensed Software
m-Wise will immediately inform iTouch through the channels at
Schedule 6 (Project Managers) above of any bug/error or other
issue concerning the performance of the Licensed Software that
m-Wise becomes aware of. Any such bug/error or other
performance issue shall be deemed to have been reported to
m-Wise by iTouch in accordance with this Schedule at the time
m-Wise becomes aware of it.
(b) Bug/error fixing
Any malfunction, which affects the effective and continuous
use and operation of the Licensed Software.
(c) Updates/Upgrades
Provisions of updates/upgrades which iTouch reserves the right
to accept and which if accepted shall include without charge
all additional or amended Documentation corresponding to them.
m-Wise will promptly supply to iTouch (without additional
charge, either under this Agreement or by way of licence fee)
all updates/upgrades that m-Wise from time to time makes
available to any of its ASP iTouch's and/or other licensees.
2. INTERFACE WITH iTouch
The following iTouch Care Center/Support center will manage the service,
which is to be updated on a regular basis:
Fig 1
----------------------------------- ------------------------- ---------------------------------------------------
Support center Telephone numbers Interfaced with
----------------------------------- ------------------------- ---------------------------------------------------
m-Wise Support center +972 (54) 482827 m-Wise designated technical and management
▇▇▇▇ (▇) ▇▇▇▇▇▇▇ personnel
----------------------------------- ------------------------- ---------------------------------------------------
iTouch Customer Care ▇▇▇▇▇▇ ▇'▇▇▇▇▇ iTouch service customers
▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
----------------------------------- ------------------------- ---------------------------------------------------
2.1 m-Wise support center
m-Wise support center will analyse iTouch calls and on the basis of
responsibilities will undertake the following measures.
o Immediately open a Trouble Ticket, following the normal internal
procedure for opening Trouble Tickets used for the services.
o Analyze and assign the ticket to the competent body within m-Wise or
subcontractor.
o The competent body undertakes all steps necessary to resolve the
problem, and finally to communicate of the problem closure to iTouch
Customer Care.
2.2 Fault Management Procedure
m-Wise Support center is available 24 x 7 x 52 weeks.
2.3 Malfunctions on m-Wise Platforms
When malfunctions are located on m-Wise infrastructures or applications
that impact on the quality of the service offered, it alerts iTouch
Customer care according to the following guidelines:
o Within 15 minutes of the fault opening, iTouch Customer care
will be alerted of the problem that has been found. Alerting
will take place by contacting iTouch Call Center by telephone;
this interface is active 24 hours x 365 days.
o Problem description will include at the minimum (1) Potential
impact on the service provided and (2) estimated time for
restoring the service.
o m-Wise technician or shift manager will phone and additionally
e-mail the contact person above, in which the problem is
described, including the references for contacting m-Wise
technician in charge of the problem.
o The closure of the outage will be communicated in the same
manner
2.3 Malfunctions on iTouch initiative
o The iTouch technician or shift manager contacts m-Wise Support
Center, this interface having been active since the commercial
launch of the service and is open 24 hours a day, 365 days per
year, as stated above.
o iTouch calls by phone m-Wise Contact person as outlined in
Schedule 6 and as backup sends a SMS or emails to m-Wise
support Center Mobile as set out above.
2.4 Resolution and closure of fault
Following a Fault opening, m-Wise technicians in charge of the problem
will work to resolve it in the shortest time possible, bearing in mind
the critical nature of the service involved and communicating directly
with each other if necessary. Half hourly updates required for severity
1 issues and hourly updates for severity 2 issues, weekly updates for
severity 3 issues.
2.5 Fault closure on m-Wise systems
When the fault is resolved:
o M-Wise technician communicates iTouch to inform of the problem
resolution, and of any tests which iTouch's contact shall be
obliged to carry out, to check that the service has been
resumed.
o M-Wise technician sends an e-mail describing the actions taken
to resolve the fault, specifying the date and time of closure
and referring in the e-mail to the opening of the fault. This
e-mail is considered as a report on the closure of the fault
and shall be sent to the iTouch contact list within three
working days of the closure.
3. MALFUNCTIONS DUE TO PLANNED ACTIVITIES
In the event of iTouch or m-Wise not being able to guarantee the
service agreed to, because of activities connected with planned
maintenance or for any other reason, they will communicate this to its
respective partner giving as much prior notice as possible by e-mail
and by telephone according to the contact details set out at Fig 1.
In general, Planned activities would be scheduled according to lowest
known traffic at the network, however if and when a work is to be
carried out during busy hours the respective parties shall be advised
at least 1 (one) week, except by prior written agreement before the
work is scheduled to begin. For work to be carried out during
off-hours, prior notice shall be given at least 3 (three) working days
before the night in which the work is to be carried out.
The communication shall contain the following information at the
minimum, included in a predefined form):
o Description of the work
o Type of outage foreseen
o Time the work is planned to begin
o Time the work is planned to end
o Pan for roll-back in the event of problems with the planned
maintenance
o Contact details for the person doing the maintenance
4. SERVICE LEVEL AGREEMENT
4.1 m-Wise
m-Wise is responsible for restoring the service for the systems and
applications that are developed and maintained by itself or used by
iTouch. m-Wise shall communicate an estimate of the time when the
service for which there has been an outage will be back in operation.
m-Wise shall choose the solution making the least possible impact on
the Services used by the end-customers of that service, preparing as
soon as possible the necessary courtesy SMS.
4.2 Spare parts
The entire MOMA is designed and implemented as a totally redundant
system. All MOMA elements are COTS (Off-the shelf) equipment that
enables a very short lead-time. As such, each system element that could
function as a "single point of failure" is duplicated. The practical
usage of this design serves also as a "Spare part warehouse" enabling
m-Wise to replace any faulty system element with a new one at a very
short period of time, according to the "Response time and time to fix"
table below. M-Wise has an also back-to-back service agreement with
major equipment manufacturers, which enable a prompt recovery to
initial functionality state.
4.3 Problem severity Levels
The system is monitored in the following levels:
1. Application
2. Software
3. Hardware (DB, IVR, communication equipment etc.)
Each level generates an alarm in case of problems.
The following priority levels table presents the resolution of problems
once established
Fig 2
-------- ------------ ------------------------------------------------------------------------------------
Level Heading Description
-------- ------------ ------------------------------------------------------------------------------------
1 Critical a defect or problem (i) that results in a complete System failure, or (ii) that
Problem creates a disturbance in the System's functionality resulting in a capacity
decrease of more than 5%, or (iii) a billing/charging function disturbance - stops
working or is seriously affected, or (iv) System restarts and/or resets resulting in
loss of any subscriber data. A Critical Problem that has been circumvented or
avoided on a temporary basis will be considered a major problem.
-------- ------------ ------------------------------------------------------------------------------------
2 Major a defect or problem that (i) creates a disturbance in the System's functionality
Problem resulting in a capacity decrease of less than 5%, or (ii) severely impairs system
administration or major maintenance functions, (ii) results in a significant
increase in complaints from end-users (iii) results in intermittent failure of
subscribers' services, or (iv) causes System restarts and/or resets resulting in
loss of some subscriber function or service more than once per day.
-------- ------------ ------------------------------------------------------------------------------------
3 Minor a defect or problem that is not a Critical Problem or a Major Problem.
Problem
-------- ------------ ------------------------------------------------------------------------------------
4.4 Response time and time to fix
This section cover the committed time periods that may elapse between a
reported or discovered malfunction and alerting of this to iTouch
Customer care center according to the process specified in paragraph
2.2. It also states the committed elapsed time until a malfunction is
fixed or a workaround is provided (for "Low" severity malfunctions).
(Fix time)
The maximum time for restoring the service is determined according to
the problem severity as set out in the table.
Fig 3.
------------ --------------- --------------------- --------------------------------------
Level Heading Alert time Fix time
------------ --------------- --------------------- --------------------------------------
1 Critical 30 minutes 95% of cases within 4 hours
------------ --------------- --------------------- --------------------------------------
2 Major 90 minutes 95% of cases within 8 hours
------------ --------------- --------------------- --------------------------------------
3 Minor 4 hours or NBD 90% of cases within 24 hours
------------ --------------- --------------------- --------------------------------------
4.5 Reporting
When a service fault has been picked up, m-Wise will send to iTouch
Customer care center a report including the following information a
minimum:
o Times of the beginning and end of the malfunction
o Actions taken for the resolution of the malfunction
o Description of the impact on the running of the service
o Description of the actions implemented and preventative actions
iTouch may request further information if it so needs.
5. ESCALATION PROCEDURES
If m-Wise cannot resolve a fault within the set time scales, the iTouch
will initiate escalation procedures as per Clause 5.1 below
5.1 Escalations initiated by iTouch
If the fault has not been fixed within the time scales as per Fig 3
iTouch may escalate the issue to the management team of m-Wise. When
the appropriate person has accepted escalation, m-Wise will add a note
to the fault log to confirm. Escalations will be accepted within the
following parameters:
m-Wise Escalation contacts:
----------------- -------------------------------- ------------------------------ --------------------
Escalation Name: Position: Contact Telephone:
Level:
----------------- -------------------------------- ------------------------------ --------------------
Level 1 iTouch Care Manager
----------------- -------------------------------- ------------------------------ --------------------
▇▇▇▇▇ ▇ Operations Manager
----------------- -------------------------------- ------------------------------ --------------------
▇▇▇▇▇ ▇ [European] Business Manager
----------------- -------------------------------- ------------------------------ --------------------
iTouch Escalation contacts:
----------------- -------------------------------- ------------------------------ --------------------
Escalation Name: Position: Contact Telephone:
Level:
----------------- -------------------------------- ------------------------------ --------------------
Level 1 iTouch Team Leader
----------------- -------------------------------- ------------------------------ --------------------
▇▇▇▇▇ ▇ Operations Manager
----------------- -------------------------------- ------------------------------ --------------------
▇▇▇▇▇ ▇ Project Manager
----------------- -------------------------------- ------------------------------ --------------------
Escalation times (hours):
--------------------------------------- --------------------------------------------------------------
Manager Priority
--------------------------------------- --------------------------------------------------------------
1 2 3
--------------------------------------- -------------------- -------------------- --------------------
Customer Care Manager 1 4 28
--------------------------------------- -------------------- -------------------- --------------------
Operations Manager 2 8 36
--------------------------------------- -------------------- -------------------- --------------------
European Business Manager 4 12 45
--------------------------------------- -------------------- -------------------- --------------------
SCHEDULE 10
CHANGE FORM
-------------------------------------------------------------------------------------------------------------------------
Change Proposal No:
-------------------------------------------------------------------------------------------------------------------------
TO:
------------------------------- -----------------------------------------------------------------------------------------
Either Scheduled/Emergency
------------------------------- -----------------------------------------------------------------------------------------
Reason for Change
(use separate sheet if
necessary)
------------------------------- -----------------------------------------------------------------------------------------
Details of Change
(use separate sheet if
necessary)
------------------------------- -----------------------------------------------------------------------------------------
Deliverables affected
------------------------------- -----------------------------------------------------------------------------------------
Impact on:
o Timescale
o System Performance
o Downtime
(hours)
o Cost
(reduction/increase)
o Quality
------------------------------- -----------------------------------------------------------------------------------------
Change proposed by:
(print name/title)
------------------------------- -----------------------------------------------------------------------------------------
iTouch Plc m-Wise Inc
Name: __Avi Azulai_________________ Name:__Shay Ben-Asulin___________
Signature:_/s/ Avi Azulai__________ Signature:_/s/ ▇▇▇▇ ▇▇▇-Asulin___
Title: _Managing Director___________ Title: _Director____________________
Date: __October 14, 2002___________ Date: _October 14, 2002_______
SCHEDULE 11
SCHEDULE 11
PUBLICITY
iTouch licenses m-Wise MOMA Gateway for multinational consumer mobile services
DRAFT: PLEASE NOTE THAT ITOUCH HAS REDRAFTED THIS. PLEASE NOTE THAT M-WISE EDITS
ARE MADE USING THE TRACK CHANGES FEATURE.
LONDON, UK - October XX, 2002:. m-Wise today announced that it has been selected
by iTouch plc, the London-listed (LSE: ITU) Wireless Application Service
Provider, to supply the m-Wise MOMA Gateway as the main technology platform for
iTouch's consumer mobile services.
iTouch, which was recently rated as the best UK provider of wireless
applications by Mobile Metrix, has licensed the m-Wise MOMA Gateway to be
installed at iTouch premises and managed by its Technology Group.
MOMA will manage and ▇▇▇▇ iTouch multi-language consumer services for its
operations in Europe, Asia and Africa. This includes integration and support of
MMS, SMS, IVR, WAP and J2ME consumer services developed by iTouch, its partners
and m-Wise, which will integrate into MOMA via its proprietary API.
This arrangement follows iTouch's use of MOMA as a hosted solution earlier this
year. Earlier cooperation included the launch of World Cup services and
Spider-Man applications, as well as pre-paid products sold through iTouch's
retail partner programme.
iTouch plc CIO ▇▇▇ ▇▇▇▇▇▇▇▇ stated: "MOMA has proven to be robust, flexible and
valuable for both our commercial and technical needs. The installed solution
will enhance our ability to launch consumer applications, integrate third party
content and ensure the highest level of technical and customer service."
m-Wise co-founder ▇▇▇▇ ▇▇▇-▇▇▇▇▇▇ said: "Our carrier-grade mobile middleware
solution appeals to operators and large-scale WASPs, like iTouch, that require a
focus point through which to develop, ▇▇▇▇ and support services for the type of
large scale audiences with which iTouch deals. We are delighted to expand our
partnership with iTouch, which to date has been fruitful for both parties."
Now encompassing over 300 applications and content services launched on more
than 25 mobile networks Europe and Asia, the MOMA Gateway is critical middleware
for mobile operators, major WASPs and large global brands. MOMA increases data
traffic and premium revenues, and significantly minimises capital, commercial,
training and technical requirements for managing value-added mobile services.
- ends -
About iTouch plc
iTouch plc is listed on the London Stock Exchange - ticker symbol: ITU.L iTouch
is a leading wireless application services provider, offering mobile services to
both consumers & businesses through an international presence.
iTouch aggregates, packages and transmits a broad range of consumer information
and corporate solutions on multiple network types. iTouch delivers services
through Voice, SMS, WAP and MMS and is a pioneer in launching PDA based
corporate solutions.
iTouch plc was listed on the London Stock Exchange in August 2000 and has
operations in South Africa, Ireland, the United Kingdom, Australia, New Zealand
and Israel. iTouch also has a revenue-sharing and licensing agreement with MIH
in Indonesia and Thailand.
iTouch has relationships with over 125 media companies worldwide to deliver
their mobile services along with contractual relationships with eighteen mobile
operators and a further five through the MIH partnership, giving our clients
access to over 90 million mobile users.
About m-Wise
m-Wise (▇▇▇.▇-▇▇▇▇.▇▇▇) is a leading mobile technology, billing and middleware
company that provides a one-stop shop for operators, WASPs and content providers
to deploy, ▇▇▇▇ and manage value-added services. These carrier-grade services
are simultaneously deployed in any language on GSM, CDMA and TDMA networks over
SMS, MMS, EMS, J2ME, WAP, USSD, IVR, Web, email and pagers.
The company's MOMA Gateway is commercially used with 25 European and Asian
carriers, plus dozens of leading vendors and content providers - including
Comverse, Ericsson, Nokia, HP, Intel, Pepsi, Bacardi and United International
Pictures. MOMA features integrated, content-based billing solutions, over 300
plug-and-play applications and content services, proprietary application
development and provisioning tools, and robust CRM, reporting and customer
support suites.
For further information, contact:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, MarComms Manager, m-Wise, ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇@▇-▇▇▇▇.▇▇▇, ▇▇▇.▇-▇▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, Corporate Communications
Manager, iTouch plc, ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇
DATE: 2002
------------------------------------------------
(1) ITOUCH PLC
and
(2) M-WISE Inc.
MAINTENANCE AND SUPPORT AGREEMENT
THIS AGREEMENT is made on October 14, 2002
--------------
BETWEEN:
(1) ITOUCH PLC, a company registered in England under number 39112784th
Floor, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ("iTouch")
(2) M-WISE Inc, a company registered in Delaware with address at ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ U.S.A, including m-Wise Ltd whose registered office is at ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ and which has a
business address at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ("m-Wise")
BACKGROUND:
(A) Pursuant to an agreement for supply of software and related services
between iTouch and m-Wise dated [ ] 2002 ("Supply Agreement"), m-Wise
has supplied and licensed to iTouch Group the Licensed Software
(B) This Agreement, pursuant to which m-Wise is to supply to iTouch Group
maintenance and support services for the Licensed Software, is entered
into pursuant to the Supply Agreement
IT IS HEREBY AGREED as follows:
-------------------
1 DEFINITIONS
"Applications" m-Wise's software applications listed or
referred to in Schedule 1, for use in
conjunction with the MOMA Platform, together
with such additional or replacement software
applications for use in conjunction with the
MOMA Platform as m-Wise may from time to
time provide to iTouch
"Commencement Date" the date that Acceptance (as defined in the
Supply Agreement) is achieved pursuant to
Clause 4 of the Supply Agreement
"Documentation" documentation pertaining to the Licensed
Software and related processes/procedures,
as such documentation may from time to time
be updated to reflect changes in the MOMA
Platform and/or Applications
"iTouch Group" iTouch and any company directly or
indirectly controlling, controlled by iTouch
"Licensed Software" the MOMA Platform and the Applications
"MOMA Platform" m-Wise's proprietary software identified
as such in Schedule 1, as such proprietary
software may from time to time be added to
or altered
"Services" the software maintenance and support
services for the Licensed Software, to be
supplied to iTouch by m-Wise pursuant to
this Agreement, as described in Schedule 2
"Specification" the specification and other requirements
pertaining to the Licensed Software set out
in Schedule 1, as such specification and
other requirements may from time to time be
amended by agreement in writing between the
parties or by necessary implication to
reflect changes or additions to the MOMA
Platform and/or Applications
"Supply Agreement" see above
2 PROVISION OF SERVICES
m-Wise shall throughout the term of this Agreement provide the Services
to iTouch, subject to the terms and conditions of this Agreement
3 FINANCIAL
3.1 In consideration of the due and punctual performance by m-Wise
of its obligations under this Agreement, iTouch shall pay to
m-Wise the sums stated in Schedule 3. Save as expressly
otherwise stated in such Schedule, such sums are all-inclusive
and m-Wise shall not be entitled to charge iTouch any other
sum
3.2 iTouch shall make the payments due to m-Wise when they become
due in accordance with Schedule 3
3.3 Except as otherwise expressly stated in Schedule 3, all sums
due to m-Wise under this Agreement exclude VAT which iTouch
shall pay in addition at the rate from time to time required
by law, and provided that in respect of each payment m-Wise
shall submit to iTouch a valid and accurate VAT invoice
4 WARRANTIES ETC
4.1 m-Wise represents and warrants:
4.1.1 all amendments or additions to the Licensed Software
supplied by m-Wise pursuant to this Agreement will be
of satisfactory quality, fit for their purpose and
conform to any specification for them agreed between
the parties in writing and any published
specification of m-Wise for them
4.1.2 all amendments to the Documentation provided by
m-Wise pursuant to this Agreement will be of
satisfactory quality, fit for their purpose and such
as to enable any reasonably competent IT professional
to [provide first line maintenance and support for
the corresponding parts of the Licensed Software]
4.1.3 it will carry out the Services only through
appropriately experienced and competent staff, with
all reasonable care and skill, in accordance with
best practice in the IT industry, and in all respects
in accordance with the requirements of Schedule 2
4.1.4 the possession and use by iTouch Group of those parts
of the Licensed Software and Documentation supplied
to iTouch pursuant to this Agreement will not
infringe or violate the patent, trade ▇▇▇▇, copyright
or other right of any person
4.2 Forthwith following receipt of any notice of any breach of any of
the warranties in Clause 4.1, m-Wise shall free of charge and at
its sole cost take such steps as are required in order to remedy
the breach. Further, m-Wise shall defend, indemnify and hold
harmless iTouch from and against all losses, costs, claims and
expenses whatsoever arising out of or in connection with any
breach and, in the case of the warranty in Clause 4.1.4, alleged
breach, of the warranties in Clause 4.1
4.3 M-Wise warrants that in the event of a fail-over the obligations
hereunder shall transfer to the fail-over system.
4.4 Where m-Wise fails to adhere to the service levels contained in
schedule [...] m-Wise shall pay to iTouch the sum of (pound)1000
per day as a genuine pre- estimate of the costs to iTouch in
addition to any other rights and remedies iTouch may have.
5 CONFIDENTIALITY
5.1 Each party agrees to maintain secret and confidential all
information of a technical or commercially sensitive nature
obtained from the other both pursuant to this Agreement and
prior to and in contemplation of it and all other information
that it may acquire from the other in the course of this
Agreement, to use such information exclusively for the
purposes of this Agreement or exercise of the rights granted
under this Agreement, and to disclose the same only to those
of its employees, agents, contractors and sub-contractors
pursuant to this Agreement (if any) to whom and to the extent
that such disclosure is reasonably necessary for the purposes
of this Agreement or exercise of the rights granted under this
Agreement
5.2 Clause 5.1 shall not apply to information which:
5.2.1 prior to receipt thereof from one party was in the
possession of the other and at its free disposal; or
5.2.2 is subsequently disclosed to the recipient party
without any obligations of confidence by a third
party who has not derived it directly or indirectly
from the other; or
5.2.3 is or becomes generally available to the public
through no act or default of the recipient party or
its employees, agents, contractors or
sub-contractors; or
5.2.4 is required by law or a court or other competent
authority to be disclosed; provided that in such case
the recipient party shall promptly notify the other
party in writing and in such detail as the other
party may reasonably require of such requirement for
disclosure and shall assist that other party in any
lawful efforts to prevent or limit the disclosure
5.3 Each party shall procure that all its employees, agents,
contractors and sub-contractors pursuant to this Agreement (if
any) who have access to any information of the other to which
the obligations of Clause 5.1 apply shall treat such
information in a manner that is consistent with this Clause 5
5.4 This Clause 5 shall survive any termination or expiry of this
Agreement and shall continue in force for a period of 5 years
following Acceptance or earlier termination of this Agreement
6 TERM AND TERMINATION
6.1 This Agreement shall be deemed to have commenced on the
Commencement Date and, subject to earlier termination in
accordance with its terms, shall continue until iTouch gives
to m-Wise at least 3 months' written notice of termination
6.2 Either party may terminate this Agreement by written notice to
the other having immediate effect if:
6.2.1 the other commits a material breach of the terms of
this Agreement which is incapable of remedy; and/or
6.2.2 the other commits a material breach of this Agreement
which is capable of remedy and, having received from
the other written notice of such breach stating the
intention to terminate this Agreement if the breach
is not remedied, fails to remedy the breach within
[14] days; and/or
6.2.3 the other ceases to carry on its business or has a
liquidator, receiver or administrative receiver
appointed to it or over any part of its undertaking
or assets or passes a resolution for its winding up
(otherwise than for the purpose of a bona fide scheme
of solvent amalgamation or reconstruction where the
resulting entity shall assume all of the liabilities
of it) or a court of competent jurisdiction makes an
administration order or liquidation order or similar
order, or that other party enters into any voluntary
arrangement with its creditors or is unable to pay
its debts as they fall due; and/or
6.2.4 any event occurs in relation to the other party which
is analogous under a foreign jurisdiction to any of
the events listed in Clause 6.2.3
6.3 The right to terminate under this Clause 6 shall be without
prejudice to any other right or remedy under this Agreement or
at law
7 CONSEQUENCES OF TERMINATION
7.1 Termination of this Agreement shall be without prejudice to
any accrued right of either party under this Agreement, and
Clauses 4, 5 and this Clause 7 shall survive any termination
of this Agreement
7.2 On any termination of this Agreement, m-Wise shall promptly
repay to iTouch such proportion of any fee paid by iTouch to
m-Wise under this Agreement in respect of the provision of
Services during any period as the unexpired part of that
period bears to the whole of that period
8 PUBLICITY
Neither party may issue any press release or make any public statement
about the terms of their relationship or about m-Wise's provision of
any Licensed Software or Services to iTouch except as may otherwise be
agreed in writing between the parties from time to time.
9 ASSIGNMENT
9.1 This Agreement is personal to m-Wise and m-Wise shall not
assign, sub-contract or delegate or purport to assign,
sub-contract or delegate its rights or obligations under this
Agreement in whole or in part, without iTouch's prior written
consent, which consent shall not be unreasonably withheld. In
this context, and without limiting iTouch's rights reasonably
to withhold its consent, iTouch may reasonably withhold
consent if it believes that the proposed assignee or
sub-contractor could not or will not or may not fully perform
m-Wise's obligations under this Agreement
9.2 iTouch may at any time assign its rights and/or obligations
under this Agreement in whole or in part to any other member
of the iTouch Group or to any person that purchases the
business of iTouch Group in which the Licensed Software is
used or to be used, but may otherwise assign this Agreement
only with the prior written consent of m-Wise, which consent
shall not unreasonably be withheld
10 AMENDMENTS
No variation or amendment of this Agreement shall bind either party
unless made in writing and agreed to in writing by duly authorised
officers of both parties
11 SEVERABILITY
If it transpires that the whole or any part of any provision of this
Agreement is illegal, void or unenforceable under any law that is
applicable to this Agreement, or if any competent authority or court of
competent jurisdiction in a final decision so determines, this
Agreement shall continue in force save that such provision (or the
relevant part of it) shall be deemed to be deleted from this Agreement
with effect from the date of such agreement or decision or such earlier
date as the parties may in writing agree
12 INTERPRETATION
The headings in this Agreement are for convenience only and are not
intended to have any legal effect; all references to Clauses and to
Schedules and to Annexes are references respectively to clauses in and
schedules to and annexes to this Agreement; references to a "person"
shall be deemed to include an individual, a company or an
unincorporated business or other body or legal person; all references
to a statute shall be deemed to include any statutory modification,
extension or re-enactment thereof for the time being in force;
references importing the singular shall include the plural and vice
versa; and words such as "in particular", "including" or other words
indicating that examples falling within more general wording follow
shall not be construed as limiting in any way the scope of the
preceding more general wording
13 NO WAIVER
A failure by either party hereto to exercise or enforce any rights
conferred upon it by this Agreement shall not be deemed to be a waiver
of any such rights or operate so as to bar the exercise or enforcement
thereof at any subsequent time or times
14 ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties
in relation to the subject-matter of this Agreement
15 FURTHER ASSURANCE
Each party shall at the request and cost of the other execute such
documents and do all other lawful things reasonably required by the
other to give effect to the provisions of this Agreement and to give
the other party the full benefit thereof. This Clause shall survive any
termination of this Agreement
16 THIRD PARTY RIGHTS
16.1 Each and every member of the iTouch Group from time to time
shall be entitled to the benefit of this Agreement as if
expressly named together with iTouch as a party to this
Agreement, and each such member of the iTouch Group shall be
entitled to enforce this Agreement accordingly
16.2 Subject to Clause 16.1, this Agreement is not intended to
confer a benefit on any third party, whether pursuant to the
Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ or otherwise, and
no third party shall have any right to enforce any of the
provisions of this Agreement
17 RELATIONSHIP OF PARTIES
The relationship of the parties under this Agreement is that of
independent contractors and, subject as otherwise expressly provided in
this Agreement, neither party is the agent of the other for any purpose
and neither party shall make any representation, give any warranty or
enter into any contractual or other commitment purporting to be binding
on the other
18 NOTICES
Any notice given hereunder by either party to the other shall be in
writing and shall be served by sending it by registered or recorded
delivery post to the address of the other party given in Schedule 4 or
by facsimile transmission to the facsimile number of the other party
given in such Schedule, and in any case marked for the attention of an
individual officer or employee of the other party as required by such
Schedule. Unless the contrary is proved, notices so sent by post shall
be deemed received [2] days after posting and notices so sent by
facsimile shall be deemed received on the next working day following
transmission
19 GOVERNING LAW AND DISPUTES
This Agreement shall be governed by and construed in accordance with
the laws of England and Wales and each party hereby irrevocably submits
to the non-exclusive jurisdiction of the English courts in relation to
any dispute or claim arising out of or in connection with this
Agreement
SCHEDULE 1
MOMA Platform, Applications, Specification
(2) Customisations of MOMA Platform
The MOMA Platform shall be customised so that it complies with the
specifications set out herein. In particular m-Wise shall:
(a) ensure that the MOMA Platform shall provide continuous
connectivity for existing OpCos and Virtual OpCos (existing
under the ASP Agreement) and any new OpCos and Virtual OpCos
and third parties at a cost not exceeding (pound)500 per party
added during the remaining period of the ASP Agreement and
until the Installation of the MOMA Platform Component has
obtained Acceptance.
(b) ensure the MOMA Platform is such that as an easy and routine
operation iTouch will be able to add an unlimited number of
OpCos and/or Virtual OpCos.
(c) add the Translator Application after the HTTP API converter
has been built at the Site to handle the translation.
(d) integrate into it SMS Location Based Application (based on UK
post code proximity software provided by iTouch).
(e) ensure all screens are customised so that as an easy and
routine operation iTouch can apply branding according to its
requirement from time to time and that the "powered by m-Wise"
logo is small and unobtrusive and is in respect of any
dimension no more than one quarter the size of the iTouch logo
as to any dimension.
(f) carry out the additional developments/customisations detailed
in Schedule 8 (Additional Development/Customisations).
(g) upon prior written request from iTouch develop TIBCO connector
(on a time and materials basis, according to the rates set out
in paragraph (2) of Schedule 7 (Financial). iTouch may request
that m-Wise develop other connectivity APIs or may use any new
ones already developed by m-Wise.
The following MOMA level(4) functionality will be provided for ITouch
in the MOMA platform installed at ITouch facility:
Table - MOMA functionality
------------------------- -------------------------------- ------------------------------------------------
Category Feature Feature description
------------------------- -------------------------------- ------------------------------------------------
API Application level API XML over HTTP API for 3rd party
(AKA: MAG API) content providers using the MOMA API
interface
------------------------- -------------------------------- ------------------------------------------------
SMSCI level API HTTP based SMSC interface for SMS
relays
------------------------- -------------------------------- ------------------------------------------------
Content feed API XML over HTTP API for content feed
(used by the alerting platform)
------------------------- -------------------------------- ------------------------------------------------
MAG API monitoring Built in web-based monitoring
back-end back-end for API level content
providers
------------------------- -------------------------------- ------------------------------------------------
SDK and Web based SDK Web based SDK IDE (integrated
application development environment)
engine
-------------------------------- ------------------------------------------------
Clustered application Clustered Java based application
engine engine (running the SDK based
applications)
------------------------- -------------------------------- ------------------------------------------------
Session Session management MOMA session management function
management
-------------------------------- ------------------------------------------------
System level System level applications: OPTIN,
applications OPTOUT, HELP, STOP, USER PROFILE,
CREDIT, RECHARGE, HANDSET, etc...
------------------------- -------------------------------- ------------------------------------------------
Trigger alias Enable multiple triggers for a single
management application; associate the
application user profile to the
Trigger Alias.
------------------------- -------------------------------- ------------------------------------------------
----------------
(4) Note: this does not include a description of the specific applications
delivered to ITouch
------------------------- -------------------------------- ------------------------------------------------
Category Feature Feature description
------------------------- -------------------------------- ------------------------------------------------
Message types Support multiple Support most common types of
message types messages: text, ringtones, logos,
picture, and other binary types (e.g.
EMS messages, WAP push)
-------------------------------- ------------------------------------------------
Nokia converters Built in converters for Nokia ringtones,
logos, and picture messages.
-------------------------------- ------------------------------------------------
Multi-Lingual support Multi-lingual support using UNICODE
character sets
------------------------- -------------------------------- ------------------------------------------------
Management Application Application (trigger, trigger alias)
tools provisioning tool and Client setup and management tools
------------------------- -------------------------------- ------------------------------------------------
Application copy tool Application copy tool
-------------------------------- ------------------------------------------------
Web based system Online Traffic screening and
monitoring monitoring tools, user session
message history views
-------------------------------- ------------------------------------------------
MOMA Active Monitor Passive and active monitoring system,
Suite with Flexible built in test
management, SMS, email and WEB alerts.
-------------------------------- ------------------------------------------------
Mobile network Mobile network, Ports, logical ports,
management charging provisioning setup and
management tools
-------------------------------- ------------------------------------------------
Content provider help Web based content provider's help
desk utility desk tool integrated into the
Application back-end
-------------------------------- ------------------------------------------------
MOMA manager help Web based system admin help desk tool
desk utility integrated into the MOMA management
center
------------------------- -------------------------------- ------------------------------------------------
Network Cross networking Implementation of multi-network
setup application running through
cross network logical ports.
-------------------------------- ------------------------------------------------
Short codes load Implementation of clustered short
balancing codes for short codes load balancing
-------------------------------- ------------------------------------------------
GSM modem SMS Implementation of GSM modem interface
interface (used mostly for monitoring the
network)
------------------------- -------------------------------- ------------------------------------------------
Billing & Multiple reports The MOMA reporting module provides
Reporting flexible Crystal Reports(TM)
template based reports.
-------------------------------- ------------------------------------------------
Data cards credit Support data cards (scratch card,
based billing vouchers) vouchers management, and
real-time credit management
-------------------------------- ------------------------------------------------
Content provider Web based reporting suite for content
report profiles editor providers, with a flexible client
report profile editor.
-------------------------------- ------------------------------------------------
Data cards management The data card management suite
suite enables users balance management,
data card codes generation, scratch
card life cycle management and also
queries and reports with regard
to the scratch cards.
------------------------- -------------------------------- ------------------------------------------------
All new technologies such as, MMS types of all new handsets supported
by mWise will be made available to iTouch and others will be supported
and the tools to support those technologies will be provided as part of
the Maintenance Contract.
(3) Applications
This list is not exhaustive and shall include all other m-Wise
applications up until date of Acceptance of the Application Component.
---------------------------------------------------------------------------------------------------------------------
iTouch m-Wise Applications Live as ▇▇ ▇▇-▇▇-▇▇
---------------------------------------------------------------------------------------------------------------------
Application
Category Name Applications Description Demo Reference
---------------------------------------------------------------------------------------------------------------------
Test Apps TestUDH TestUDH Download txt message, ringtone, Configured iTouch Isr 23/08
logo etc
---------------------------------------------------------------------------------------------------------------------
iTouchTest iTouchTest MO capture app Configured MIH TH 30/08
---------------------------------------------------------------------------------------------------------------------
Quiz Quiz App 1 Simple Quiz 1 question quiz OPCO: iTouch UK, App Name:
iTouch Simple Quiz, Trigger:
Quick, Port: 81131
---------------------------------------------------------------------------------------------------------------------
Quiz App 2 Quiz 3 question quiz OPCO: iTouch UK, App Name:
iTouch Quiz, Trigger: Quiz,
Port: 81131
---------------------------------------------------------------------------------------------------------------------
Quiz App 3 Spiderman Quiz 5 question quiz OPCO: iTouch UK, App Name:
Spiderman 5Q Quiz, Trigger:
Spidey Quiz, Port: 81131
---------------------------------------------------------------------------------------------------------------------
Quiz App 4 Guru Football 15 Question Multi Category, Multi OPCO: iTouch UK, App Name:
Level. Category Selection, 3 x Guru, Trigger: Guru, Port: 81131
levels, 5 questions per level quiz
---------------------------------------------------------------------------------------------------------------------
Scenario Scenario Spiderman 5 question, 3 scenario games. OPCO: iTouch UK, App Name:
Game 1 Scenario 5 Categories are selected by sub Spiderman Scenario 5 Questions,
Questions trigger, not category question. Trigger: Spidey + Battle or
Wrestle or Parade, Port: 81131
---------------------------------------------------------------------------------------------------------------------
Scenario Spiderman 8 Question game, no category. OPCO: iTouch UK, App Name:
Game 2 Scenario Spiderman Scenario, Trigger:
Spiders, Port: 81131
---------------------------------------------------------------------------------------------------------------------
Scenario GetHerKitOff 8 question with category OPCO: iTouch UK, App Name:
Game 3 selection. GetHerKitOff, Trigger: Kitoff,
Port: 81131
---------------------------------------------------------------------------------------------------------------------
Voting Vote Voting Single Vote Application OPCO: iTouch UK, App Name:
iTouch World Cup Voting,
Trigger: Squash, Port: 81131
---------------------------------------------------------------------------------------------------------------------
Vote Rev 2.0 New Voting App Enhanced voting application Voting App released to iTouch
(currently in currently in m-Wise QA. URS will 15-08, testing and
testing on be distributed on completion of documentation commence 16-08.
staging server) testing. Will release to OPCO's during
w/c 19-08
---------------------------------------------------------------------------------------------------------------------
Games Safe Safe 3 goes to guess the n x digit OPCO: iTouch UK, App Name:
combination iTouch Safe, Trigger: Crack,
Port: 81131
---------------------------------------------------------------------------------------------------------------------
Slot Slot Machine User sends trigger is prompted to OPCO: iTouch UK, App Name:
enter (1) phone type Nokia or iTouch Slot Machine, Trigger:
Other, (2) answer a trivia SlotM, Port: 81131
question and then is sent 3 x Op
Logos or Text Messages based on
response to (1)
---------------------------------------------------------------------------------------------------------------------
Brainmaster Brainmaster 4 goes to guess the 4-digit OPCO: iTouch UK, App Name:
combination. User is prompted Brainmaster, Trigger: Master,
with no correct digits & no of Port: 81131
correct positions
---------------------------------------------------------------------------------------------------------------------
Luv Love Calculator User texts in name and partner OPCO: iTouch UK, App Name:
Calculator name to receive compatibility % iTouch Love Calculator,
Trigger: Luvcal, Port: 81131
---------------------------------------------------------------------------------------------------------------------
Data Capture Info Data Capture application, many OPCO: iTouch UK, App Name:
functions: Opt-out, Opt-in, data iTouch INFO, Trigger: INFO
capture app, competition entry. Port: 81131
---------------------------------------------------------------------------------------------------------------------
SMS Response SMS Response m-Wise dev complete, spec Application as it stands is
to be written to Capture, output required to
detail output to XML. XML add on
Moderator under dev by
iTouch UK route
date to be provided.
---------------------------------------------------------------------------------------------------------------------
Emailer Emailer Capture user details via SMSand
forward email
---------------------------------------------------------------------------------------------------------------------
Alerts Alerts App 1 Football Additional functionality being OPCO: iTouch UK, App Name:
- Football added as result of World Cup. Football Alerts, Trigger: INFO
Content converter developed to Port: 81131
facilitate Rivals 365 content.
---------------------------------------------------------------------------------------------------------------------
Alerts App 2 Nat Mags Alerts Users pre-register to receive n x OPCO: iTouch UK, App Name: Nat
- Push alerts ▇.▇. ▇▇▇▇▇ sex tips for a Mags Alerts, Trigger: Cosmo +
week. Content is entered Orgasm or Sex Port: 81131
manually and broadcast
to all registered users
once daily.
---------------------------------------------------------------------------------------------------------------------
Chat Virtual Chat Virtual Chat Currently only supports single Further development reqd to
keyword recognition based on support keyword recognition
virtual pet from within text string
---------------------------------------------------------------------------------------------------------------------
Device Ringtones WC RT Nokia Mono - SMS delivery OPCO: iTouch UK, App Name:
Persona- Spiderman Logo, Trigger: Spider
lisation 12999 Port: 81131
---------------------------------------------------------------------------------------------------------------------
Logos WC LG Nokia - SMS Delivery OPCO: iTouch UK, App Name:
Spiderman Logo, Trigger: Spider
60548 Port: 81131
---------------------------------------------------------------------------------------------------------------------
Polyphonics In Development Successfully delivered poly to Demo is currently unavailable,
Samsung T100 via WAP OTA 01-08, will request re-instatement.
further dev reqd. [JEM: ▇▇▇ responding]
---------------------------------------------------------------------------------------------------------------------
Credit System System Credit management application, OPCO: iTouch UK, App Name:
Management Application Application user management etc System iTouch (not demo)
---------------------------------------------------------------------------------------------------------------------
Fantasy Golden Goals Top 5 goal scorers fantasy type Application exists but no
Football football game used by iTouch UK identified client exists.
for World Cup.
---------------------------------------------------------------------------------------------------------------------
o Plus, without further charge, iTouch may within 12 (twelve) months
immediately following Acceptance of the Licensed Software choose a
further 5 (five) Applications from m-Wise's catalogue of Applications.
List of Hardware recommended by m-Wise and Licensed Software
----------------------------------------------------------------------------------------------------------------------------------
Machine Type A
----------------------------------------------------------------------------------------------------------------------------------
Make and Model Dell 1650
Operating System Linux (mWise RPM)
CPU 1x1.8 Ghz (or highest)
Memory 1Gb (or highest)
Storage 18Gb (SCSI)
Network Cards 2
Quantity
Note 2 Machines to include 3 x18Gb RAID 5 Storage
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Machine Type B
----------------------------------------------------------------------------------------------------------------------------------
Make and Model Gigabyte
Operating System Linux (mWise RPM)
CPU 1x1.8 Ghz (or highest)
Memory 1Gb (or highest)
Storage 18Gb (SCSI)
Network Cards 2
Quantity
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Machine Type C
----------------------------------------------------------------------------------------------------------------------------------
Make and Model Dell 6650
Operating System Win 2k Server
CPU 2 x 1.4Ghz Xeon/512kb cache (or highest) - Upgradeable to 4 processors
Memory 2Gb (or highest) - upgradeable to 8Gb
Storage 2 x 18Gb (SCSI)
Network Cards 2
Quantity
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Machine Type D
----------------------------------------------------------------------------------------------------------------------------------
Make and Model NetApp F87
Operating System
CPU
Memory
Storage 8x76Gb SCSI
Network Cards 1 Fibre Ethernet card + 1 10/100/1000 Ethernet card
Quantity 1
Note: NetApp F87
Snap Restore
Documentation
Install Service
5 Days Training
Snap Drive for SQL Server
36 month phone support and 4 hour on-site drive and hardware replacement
36 months support subscription for software
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Machine Type E
----------------------------------------------------------------------------------------------------------------------------------
Make and Model Cisco 3550 - Production Switch
Quantity 4
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Machine Type F
----------------------------------------------------------------------------------------------------------------------------------
Make and Model Cisco 2959 (24 port switch) - Non Production Switch
Quantity 3
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Machine Type G
----------------------------------------------------------------------------------------------------------------------------------
Software License Requirement
----------------------------------------------------------------------------------------------------------------------
Licenses Windows MS SQL Server Embarcadero JTurbo ColdFusion Crystal Reports IIS
Server 2000 Standard Enterprise
----------------------------------------------------------------------------------------------------------------------
Application Servers 1
-----------------------------------------------------------------------------------------
SMS Servers
-----------------------------------------------------------------------------------------
Database Server Prod 2 2 1
-----------------------------------------------------------------------------------------
Database Server Non Prod 1 1 1
-----------------------------------------------------------------------------------------
External Storage
-----------------------------------------------------------------------------------------
Web Server 1 1 1 1
-----------------------------------------------------------------------------------------
API Server 1
-----------------------------------------------------------------------------------------
Switches
-----------------------------------------------------------------------------------------
Firewall
-----------------------------------------------------------------------------------------
Monitoring
----------------------------------------------------------------------------------------------------------------------
Official Software License versions
--------------------------------------------------------------------------------------------------------------------------
Name Description Version
--------------------------------------------------------------------------------------------------------------------------
Windows Server 2000 Windows Server 2000 Service Pack 3
MS SQL Server Standard MS SQL Server 2000 Service Pack 2
Embrocadero MS SQL Development and Management Suite Determined upon installation
JTurbo JDBC Connector Version 3.0
Cold Fusion Enterprise Application Server MX Server Enterprise (v. 6)
IIS HTTP Server IIS 5.0 with latest patches
Crystal Reports Reports Generation package Version
--------------------------------------------------------------------------------------------------------------------------
SCHEDULE 2
Services
(1) Introduction
m-Wise will provide to iTouch second level maintenance and support for
the Licensed Software, as described in more detail in this Schedule,
and in accordance with and subject to the terms of this Schedule
(2) Management and Administrative
(a) The respective project managers of the parties will have
responsibility for day to day management of provision of the
Services, and in particular m-Wise's project manager will be
iTouch's dedicated technical focal point of contact
responsible for delivery of the Services in accordance with
this Schedule and in particular the required service levels
(see paragraph (9) below). The project managers (with contact
details) are:
as in the relevant schedule of Supply Agreement
Either party may change its project manager but must forthwith
notify the other in writing of the change. However, m-Wise
will try to maintain continuity of project manager. m-Wise
will ensure that its project manager is at all times an
individual reasonably acceptable to iTouch
(b) Other contact details to be used for the Services are:
▇▇▇▇▇▇ ▇'▇▇▇▇▇ iTouch
▇▇▇ ▇▇▇▇▇▇▇▇ iTouch
If a party changes any of its contact details it must
forthwith notify the other in writing of the change
(c) Periodic review meetings will be carried on a quarterly basis
in the UK with both parties senior technical staff attending
in person and monthly by telephone attendance.
(d) iTouch will make available to m-Wise access to iTouch's fault
logging systems. m-Wise will use these to log and track all
iTouch related support issues and change requests. These
systems will also be used by iTouch as the basis to measure
compliance with the agreed service levels (paragraph (9)
below)
(3) Summary of the Services
(a) m-Wise will provide the Services 365 days per year, 24 hours
per day
(b) The Services will consist in second level support and fall into the
following categories:
o remote monitoring of the Licensed Software
o bug/error fixing
o provision of updates/upgrades
o [change requests]
(4) Remote Monitoring
m-Wise will inform iTouch through the channels at paragraph (2) above
of any bug/error or other issue concerning the performance of the
Licensed Software that m-Wise becomes aware of Any such bug/error or
other performance issue shall be deemed to have been reported to m-Wise
by iTouch in accordance with this Schedule at the time m-Wise becomes
aware of it. m-Wise will not have administrative access without prior
permission of iTouch
(5) Bug/Error Fixing
o requirements for reporting bugs/errors
o agreed categories (depending on business impact)
o for each category, initial m-Wise response time and fix time
o relevant procedures
(6) Updates/Upgrades including new technologies (such as MMS) and additional
functionality
(a) m-Wise will promptly supply to iTouch (without additional
charge, either under this Agreement or by way of licence fee)
all updates/upgrades [to the MOMA Platform (and the
Applications)] that m-Wise from time to time makes available
to any of its ASP customers and/or other licensees
(b) iTouch shall not be obliged to accept such updates/upgrades
but if it does accept them then m-Wise will also supply
additional or amended Documentation corresponding to them.
(7) Change Requests
(a) iTouch may from time to time submit to m-Wise requests for
changes to be made to the Licensed Software. The parties will
work together to establish the precise requirements in
relation to any such change request, and whether it is
technically feasible
(b) Subject to technical feasibility, and to iTouch confirming to
m-Wise that it does require the change request implemented,
m-Wise will implement it and supply additional or amended
Documentation corresponding to it
(8) Service Levels
This document serves to define the interfaces, times and management
procedures regarding any malfunctions on services offered in
collaboration with m-Wise services for the iTouch operation and all
support and maintenance.
On parallel, the document will specify the agreed communication
arrangements between m-Wise and iTouch in regard to the activities
planned on m-Wise respective platforms.
The Services will consist in addition to all additional work necessary to
comply with second level support and fall into the following categories:
(a) Remote monitoring of the Licensed Software
m-Wise will immediately inform iTouch through the channels at
Schedule 6 (Project Managers) above of any bug/error or other
issue concerning the performance of the Licensed Software that
m-Wise becomes aware of. Any such bug/error or other
performance issue shall be deemed to have been reported to
m-Wise by iTouch in accordance with this Schedule at the time
m-Wise becomes aware of it.
(d) Bug/error fixing
Any malfunction, which affects the effective and continuous
use and operation of the Licensed Software.
(e) Updates/Upgrades
Provisions of updates/upgrades which iTouch reserves the right
to accept and which if accepted shall include without charge
all additional or amended Documentation corresponding to them.
m-Wise will promptly supply to iTouch (without additional
charge, either under this Agreement or by way of licence fee)
all updates/upgrades that m-Wise from time to time makes
available to any of its ASP and/or other licensees.
For each category of the services, state:
o Level Severity ResponseTime Fix time
o 1 critical 30 mins 95% within 4 hours
o 2 major 90 95% within 8 hours
o 3 minor 4 hours 90% within 24 hours
o During national holidays or religious holidays in Israel the
response time may be slower, but m-Wise will do its best
endeavours to minimize delays.
o SCHEDULE 3
o Financial
1 Subject to any reduction made to such sum in
accordance with clause 4.7.1 of the Supply Agreement,
iTouch shall pay to m-Wise a fee for the Services
equal to (pound)2500 per calendar month.
2 ITouch shall pay such fee for each calendar month
during the term of this agreemnt within 30 days of
receiving m-Wise's valid and accurate invoice for
such fee.m-Wise may issue its invoice for the fee due
for a calendar month at any time on or after the
start of the immediately preceding calendar month.
3 ITouch may set off against any fee due to be paid to
m-Wise any amount due to iTouch from m_wise pursuant
to the service level provisions of schedule 2
Schedule 4
Notices ;
For iTouch all notices should be sent to ▇▇▇ ▇▇▇▇▇▇▇▇ with a copy to the Company
Secretary.
AS WITNESS the hands of the duly authorised representatives of the parties on
the date first appearing above
For and on behalf of iTouch plc
Signed: /s/ Avi Azulai
---------------------------
Print Name: Avi Azulai
---------------------------
Position/Title: Managing Director
---------------------------
Date: October 14, 2002
---------------------------
For and on behalf of m-Wise Inc
Signed: /s/ ▇▇▇▇ ▇▇▇-▇▇▇▇▇▇
---------------------------
Print Name: ▇▇▇▇ ▇▇▇-▇▇▇▇▇▇
---------------------------
Position/Title: Director
-------------------
Date: October 14, 2002
----------------