EXHIBIT 10(l)
[ALCATEL LOGO]
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▇▇▇▇▇, ▇▇ ▇▇▇▇▇
O.E.M.
SUPPLY AGREEMENT
BY AND BETWEEN
Alcatel USA Sourcing L.P.
AND
Pinnacle Data Systems, Inc.
Page 1 of 100
Number Subject
1 Term of Agreement
2 Sale, Purchase, Resale
3 Definitions
4 Forecasts and Orders
5 Price
6 Shipment; Delivery and Risk of Loss; Packaging
7 Warranties
8 Quality Assurance
9 Inspection and Acceptance
10 Trademarks and Labeling
11 Installation and Service; Support
12 Changes
13 Confidentiality
14 Grant of Rights and Licenses
15 Indemnification and Limit to Liabilities
16 Inability to Supply
17 Termination; Consequences of Termination
18 Dispute Resolution
19 General Terms and Conditions
Exhibit A Pricing
Attachment A1 Product Specifications
Attachment A2 Milestone Delivery Schedule
Attachment A3 Price, KanBan Parameters and Procedures
Exhibit B Inbound Routing Guide
Exhibit C General Packaging Specifications
Exhibit D Equipment Loan Agreement
Attachment D1 List of Equipment and Software
Attachment D2 Amendment to Equipment Loan Agreement
Attachment D3 List of Equipment and Software
Exhibit E New Century Warranty
Exhibit F Serialization Requirements
Attachment F1 Serialization Drawing (locations)
Exhibit G Service and Support
Attachment G1 Support Flow Diagram
Attachment G2 Support Services: Fees
Attachment G3 Train-The-Trainer Program Outline
Exhibit H PCN Discontinuance and Obsolescence Procedure
Exhibit I Escrow Agreement
Attachment I1 Escrow Agreement technical Information
Attachment I2 Escrow Agreement Demand Notice
Exhibit J Alcatel Authorized Subcontractors
Exhibit K PDSi Quality System Audit and Action Plan
Page 2 of 100
OEM SUPPLY AGREEMENT
This OEM Supply Agreement (the "Agreement), made this 25th day of October, 2000
(the "Effective Date"), is by and between Pinnacle Data Systems, Inc.
(hereinafter "Supplier"), with offices at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
and Alcatel USA Sourcing, L.P. (hereinafter "Alcatel"), a Texas limited
partnership, with offices at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Supplier desires to sell to Alcatel and Alcatel desires to purchase
from Supplier the Products herein specified under the following terms and
conditions for internal use or resale:
NOW, THEREFORE, in consideration of the premise and the mutual promises set
forth in this Agreement, the parties agree as follows:
Section 1. Term of Agreement.
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(a) The stated term of this agreement shall commence on the Effective Date
and terminate on June 30, 2004. The terms and conditions of this
Agreement shall apply to any purchase order for Products issued on or
after the Effective Date and to the delivery and sale of any Product
pursuant thereto. This Agreement shall automatically be renewed for an
additional twelve (12) month period, commencing on July 1, 2004, unless
either party notifies the other party in writing at any time prior to
that date, stating renewal is not desired. Subsequent renewals shall be
documented by a new Exhibit A, setting forth Alcatel's estimated
quantities of purchases and Supplier's prices. Such renewal Exhibits
shall be executed by both Alcatel and Supplier. All other terms and
conditions shall remain the same during the subsequent renewals, except
as mutually agreed upon by the parties as provided herein.
Section 2. Sale, Purchase and Resale
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(a) Subject to the terms and conditions of this OEM Supply Agreement,
Supplier shall sell to Alcatel and Alcatel shall purchase from Supplier
for internal use or resale, the quantity of the Product which Alcatel
orders from Supplier pursuant to Section 4c.
(b) This Agreement in no way impairs Alcatel's ability to manufacture or
have manufactured other similar assemblies using Alcatel's or its
Affiliates' own technology (or other third party technologies). Alcatel
maintains the right to source spare parts from the original
manufacturer.
Section 3. Definitions. Where used in this Agreement, the following terms
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shall have the following meanings:
(a) "Affiliate" means any entity which controls, is controlled by or is
under common control with a party. An entity is deemed to be in control
of another entity (the "controlled entity") if it owns, directly or
indirectly, not less than: (1) thirty-three and one-third percent
(33 1/3%) of the controlled entity's assets or outstanding voting
securities; or (2) the maximum percentage of the controlled entity's
assets or outstanding voting securities allowed under the law of the
country in which the controlled entity is organized.
(b) "Product" or "Products" means collectively, unless the context
indicates the singular, the Equipment, Software and Services provided
by Supplier pursuant to this Agreement.
(c) "Equipment" means the hardware portion and related Documentation of the
Products purchased by Alcatel under this Agreement, as listed in
Exhibit A.
(d) "Specifications" means the latest Alcatel and/or Supplier drawings
and/or functional and test specifications corresponding to the Alcatel
part number as listed in Exhibit A or attached as Exhibit A1, "Price
Schedule", as modified in writing from time to time upon agreement of
the parties.
(e) "Documentation" means the user manuals or other documentation
describing the features, operation, and functionality of the Equipment
or Software.
(f) "Software" licensed under this Agreement is defined as machine readable
and executable computer programs, instruction sequences, procedures,
data, logic, and/or rules, scripts and related materials, and any
modifications to any of the foregoing, in any form or media including,
without limitation, magnetic tape, disc, semiconductor device,
firmware, or other memory device or system memory.
(g) "Technical Information" shall include but not be limited to all
information and documentation related to design and manufacture of the
Product, including but not limited to all piece part, assembly,
tooling, and test fixture drawings; manufacturing processes,
procedures, and instructions; test processes, procedures, and
instructions; preventive maintenance procedures; raw materials spares
parts description, including names and addresses of vendors.
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(h) "End-user" shall include Alcatel for Products used internally by
Alcatel or its Affiliates, and Alcatel's customer(s) of the Products.
Section 4. Forecasts and Orders and Request for Quotes.
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(a) Forecasts. No later than thirty (30) business days after the Effective
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Date, Alcatel shall provide Supplier with Alcatel's initial six (6)
month Product forecast. Supplier shall maintain the capacity to
supply the Product in quantities consistent with Alcatel's estimated
needs under such forecast at the delivery intervals stated therein,
provided that such delivery forecasts may be updated by Alcatel as
set forth below. Supplier understands and acknowledges that Alcatel
has made no guarantee or commitment to purchase any minimum quantity
of the Product and that the quantities of the Product actually
purchased may vary from the estimates listed on the forecast. By the
first week of the last month of each quarter, Alcatel shall provide
Supplier an updated Product forecast, to facilitate Supplier's
capacity planning. Updated Product forecasts may be provided by mail,
electronically (EDI) or by facsimile, at Alcatel's option. Pursuant
to Section 19h, the use of EDI signaling enables Supplier to provide
weekly updates to the projected forecast. Supplier acknowledges that
such delivery forecasts are merely estimates, and that any firm
orders shall be on Purchase Orders Alcatel issues hereunder.
(b) Request for Quotes. Request for quotes for previously forecasted
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requirements will be responded to within three (3) business days.
Requests for quotes for unforecasted requirements will be responded to
within five (5) business days.
(c) Orders. To purchase Products hereunder, Alcatel shall issue its
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Purchase Order(s) ("Purchase Order"), which shall specify the Alcatel
part number, the quantity of each Product ordered, the price, the
method of shipment, and the place(s) of delivery and the delivery
date(s) per appropriate leadtimes (section A3) for each such Product
and Supplier shall deliver the Product to Alcatel in accordance with
the delivery schedule set forth in such Purchase Orders. As used in
this Agreement, the "Delivery Date" of any Product means the date
Seller is required to deliver the same to the designated location as
determined pursuant to the instruction given on the Purchase Order(s).
Supplier shall notify Alcatel at the time of shipment as to the
quantity shipped and the specific shipping information. Shipping
quantities may not vary from those established by the purchase order
unless otherwise mutually agreed upon in writing by the parties. Dates
specified on the Purchase Order are Alcatel's "on dock" dates at
Alcatel's facility. Alcatel's acceptable delivery window is maximum
five (5) calendar days early, zero (0) days late. In the event any
shipment is delayed and may not be timely, then Alcatel may direct
Supplier to ship such Products by premium transportation designated by
Alcatel and, if such delay is not attributable to an event described in
Section 16(a), the Supplier shall bear the expense of any difference in
cost due to such premium transportation.
(d) Acceptance of Orders. Supplier shall accept all Purchase Orders for the
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Product, including the requested Delivery Date, placed by Alcatel
pursuant to this Section 4, and shall confirm its acceptance within one
(1) business day after receipt of such Purchase Order.
(e) Order of Precedence. The terms and conditions of this Agreement shall
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have precedence over the sale and purchase of the Product between the
parties notwithstanding any additional or inconsistent terms or
conditions in Alcatel's Purchase Order or similar document or in
Supplier's confirmation, invoice or similar documents. When
interpreting this Agreement, precedence shall be given to the
respective parts in the following descending order:
This body of this Agreement
Exhibits/Attachments to this Agreement
Purchase Orders
(f) Cancellations/Reschedule. If Alcatel cancels all or any portion of
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Product quantities stipulated in any Purchase Order hereunder and the
Product is custom to Alcatel only, Alcatel shall be responsible to pay
for such Product as provided in Section 17b. Requests to reschedule may
be made by Alcatel at any time. Supplier agrees to accommodate this
rescheduling as required by Alcatel.
(g) Product Roadmap
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On a semi-annual basis, Supplier shall provide to Alcatel a written
plan containing a roadmap of anticipated product enhancements and
upgrades. This written plan shall be provided to Alcatel by the first
week of the second quarter and fourth quarter of the calendar year for
the life of this Agreement. Roadmaps delivered shall include formal
closure dates, amendment dates, pricing and quality. Supplier provides
this as a planning tool and does not warrant the deliverability of any
product or enhancement in the presentation.
Page 4 of 100
Section 5. Price.
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(a) Price. The price for the Product shall be as set forth on the Price
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Schedules attached hereto as Exhibit A, which includes Attachment A1,
A2 and A3. Price shall be renegotiated on an annual basis or as
specified in the Price Schedule, subject to any adjustments as provided
for herein. Supplier represents and warrants to Alcatel that the prices
charged under this Agreement will be equal to or not less favorable
than the prices charged by Supplier during the term of this Agreement
to any other purchaser like Alcatel of the same products, in the same
or lesser quantities and under the same terms and conditions as are
sold under this Agreement. In the event Supplier makes lower prices
available to any other purchaser like Alcatel of the same products in
the same or lesser quantities and under the same terms and conditions,
Supplier shall promptly notify Alcatel and such lower prices shall
immediately be made available to Alcatel on each such occasion. Such
lower pricing shall apply to all Products then on order and thereafter
ordered by Alcatel.
(b) Payment Terms. Alcatel shall pay Supplier for the Product delivered to
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Alcatel net forty-five (45) days after delivery by Supplier of such
Product as evidenced by the appropriate receiving documentation.
Supplier's invoices must reference the Alcatel Purchase Order number,
and be sent to the "▇▇▇▇ to " address specified on Alcatel's Purchase
Order. Supplier's packing list must reference the Alcatel Purchase
Order number and be sent to the "Ship to" address on Alcatel's Purchase
Order.
(c) Taxes. All Product prices are FOB sellers premises, and do not include
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any sales, use, custom charges or duties, excise or any other taxes
applicable to the sale, use or delivery of Products, or any charges for
shipping, insurance or other fees. Should Supplier be required to
collect any such taxes or other similar charges, such costs will be
added as separate line item(s) to the invoice sent to Alcatel and shall
be paid by Alcatel unless Alcatel provides Supplier with an applicable
tax exemption certificate number on the Alcatel Purchase Order or
similar document. Alcatel shall not be liable for any taxes based on
Supplier's income.
(d) Cost Reductions/Cost Increases. (i) At any time during the term of this
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Agreement, any cost reductions applicable to the manufacture of the
Product identified by Alcatel shall be implemented by Supplier at
Alcatel's prior request and written approval. Eighty percent (80%) of
any such cost reduction as implemented shall be passed through to
Alcatel as price reductions on the Product as and when said reductions
are realized during Product manufacture. On any such cost reduction,
the parties shall mutually agree as to who shall be responsible for all
non-recurring engineering, implementation, or other similar costs
associated with implementation of the cost reduction change, which
costs, if to be paid by Alcatel, shall be approved in advance by
Alcatel in writing.
(e) Sale of Product by Supplier to Other Parties
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In consideration for ownership of certain design rights and
non-recurring fees paid by Alcatel to Supplier for the development and
NEBS certification of products under this Agreement, Supplier agrees to
compensate Alcatel for certain product sales to other parties. If any
of the products based on the original Alcatel product (as referenced in
Exhibit A), and its subsequent modifications is sold by Supplier to
parties other than Alcatel USA, Supplier will compensate Alcatel 5%
(five percent) of the current Alcatel list price, excluding any taxes
and shipping fees, up to an accumulated amount equal to the cost
incurred by Alcatel for NEBS certification and 2% (two percent) for all
product sold thereafter. Supplier is under no obligation to actively
market products and is solely responsible for all marketing, pricing,
and delivery activities. All compensation to Alcatel shall be in the
form of a check issued to Alcatel on a quarterly basis, not later than
30 days after the end of the quarter.
(f) Royalty Reporting Format
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Supplier shall provide a quarterly report in the following format after
the first shipment of product is made to a non-Alcatel entity.
Part Number: Quantity Sold: Sold To: Date Shipped:
(g) Royalty Reporting Audit
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Supplier shall maintain for a period of three (3) years following any
fiscal year a complete, clear, accurate record of the number of
Products referenced in 5.e (above) distributed, sold or otherwise
transferred sufficient to calculate any fees due to Alcatel USA.
Alcatel USA shall be entitled to audit, with 30 days prior written
notice and not more frequently than annually, Supplier's relevant
records for the sole purpose of establishing the correctness of any
amounts due or paid to Alcatel USA under this Agreement. Such audit
shall be conducted by an independent third party auditor which has been
approved by Supplier and such approval shall not be
Page 5 of 100
unreasonably withheld or delayed. Alcatel USA shall pay for the cost
of such audit except as stated below. The audit results shall be
provided promptly to Supplier. If the results of such audit show that
Supplier has underpaid Alcatel USA by ten percent (10%) or more, then
Supplier shall pay the reasonable costs of such audit. If the results
of such audit show that Supplier has overpaid, then Alcatel USA shall
reimburse Supplier such overpayment within sixty (60) calendar days
of such audit. If the results of such audit show that Supplier has
underpaid Alcatel USA, then Supplier shall pay Alcatel USA such
underpayment within sixty (60) calendar days of such audit.
Section 6. Shipment; Delivery; and Risk of Loss; Packaging; NAFTA/ Duty
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Drawback.
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(a) Shipment; Delivery. Alcatel shall provide Supplier with appropriate
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instructions for each shipment of the Product designated pursuant to
Alcatel's Inbound Routing Guide, document number ▇▇▇-▇▇▇▇-▇▇▇ (Exhibit
B), and Supplier shall deliver the Product covered by firm orders from
Alcatel by delivering them to the carrier F.O.B. Supplier's
manufacturing facility. Supplier shall promptly notify Alcatel if the
designated carrier is unable to accept the shipment within one (1)
business day and Alcatel shall promptly designate another carrier or
carriers.
(b) Title and Risk of Loss. Title to and risk of loss for a unit of the
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Product sold and purchased under this Agreement shall pass from
Supplier to Alcatel upon Supplier's delivery of the unit of the Product
to the designated carrier. Notwithstanding the foregoing, except as
otherwise expressly agreed between the parties, title to Software or
other licensed materials shall remain in Supplier or its suppliers or
licensors.
(c) Packaging. Equipment to be supplied by Supplier shall be delivered in
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proper packaging. Packing shall withstand air, rail and road transport
and handling hazards under normal conditions. Supplier shall also make
commercially reasonable efforts to comply with Alcatel's specific
packing requirements and weight limitations for transit as outlined in
Alcatel's General Packaging Specification document number ▇▇▇-▇▇▇▇-▇▇▇
(Exhibit C). Supplier shall be responsible for all losses or damages
caused or due to any defect in packing.
(d) NAFTA; Duty Drawback.
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(1) General Requirements and Liabilities.
(A) Supplier shall become knowledgeable of, and comply with,
government laws, regulations or requirements on importing and
exporting.
(B) Alcatel shall not be responsible for fines, penalties or
damages resulting from action taken by any government or
private party against Alcatel because of the failure of
Supplier to comply with the law, regulations or requirements.
(C) Supplier shall indemnify Alcatel for fines, penalties, damages
or any other costs (including, but not limited to, attorney's
fees) associated with Supplier's failure to comply with the
law, regulations or requirements.
(D) Supplier shall indemnify Alcatel for payments made
voluntarily to, or pursuant to an agreement with, any
government or private party associated with Supplier's failure
to comply with the law, regulations or requirements or with
Alcatel's reliance on Supplier's representations concerning,
among other issues, NAFTA and duty drawback.
(2) NAFTA.
(A) Supplier shall provide Alcatel, upon request, complete and
properly executed North American Free Trade Agreement
("NAFTA") Certificates of Origin for goods subject to this
contract which qualify under the NAFTA preference rules of
origin.
(B) Supplier shall maintain and provide within ten (10) business
days of Alcatel's request all records necessary to support the
NAFTA status of the goods included in the Certificates.
(C) Supplier shall notify Alcatel within five (5) business days of
any change that could affect the accuracy or validity of the
Certificates.
(3) Drawback.
(A) Supplier shall provide within ten (10) business days of
Alcatel's request all documents necessary to file and complete
drawback claims, including, but not limited to, entry
summaries, liquidation/reliquidation notices, certificates of
delivery, and certificates of manufacture and delivery.
Page 6 of 100
(B) Supplier shall maintain all drawback documents provided to
Alcatel. Supplier also shall maintain and provide within
twenty-five (25) business days of Alcatel's request other
records or documents required pursuant to the U.S. Customs
regulations to support drawback claims.
(C) Supplier shall notify Alcatel within five (5) business days of
any change that could affect the accuracy or validity of
drawback documents previously provided to Alcatel.
Section 7. Warranties.
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(a) Good and Merchantable Title; Conformity to Specifications.
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Supplier warrants that at the time of delivery to Alcatel that it
shall convey good and merchantable title to all of the Equipment
delivered under this Agreement and that each such unit of the
Equipment shall conform to the Specifications and shall be free
from defects in materials and workmanship for a period of two (2)
years from delivery of the Equipment to Alcatel. Supplier shall
repair or replace, at its sole discretion, at no cost to Alcatel,
such items of Equipment which prove defective and/or are not in
conformity with the Specifications. The remedy of repair or
replacement under this Section shall be Alcatel's sole and
exclusive remedy under the warranty, unless the Supplier
repeatedly demonstrates it has not satisfied its obligations under
such warranty. Then Alcatel may, at its option, return the
defective Equipment and associated Software, and Supplier shall
refund the amounts paid for such Equipment and associated Software
upon receipt. Such warranty shall not apply where Equipment has
been rendered defective or not in conformity with the
Specifications as a result of Alcatel's or Alcatel's End-user's
negligent operation or use, Excusable Delay, accident, use of
improper supplies, modifications of a type not previously approved
by Supplier, maintenance contrary to Supplier's written and
previously communicated instructions, or other similar causes
beyond normal use of the Equipment.
(1) Shipping: Product In Warranty. The cost of shipping, both to
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and from Supplier, of Equipment in warranty for repair or
replacement shall be paid for by Supplier, except where
Supplier and Alcatel mutually agree that an analysis of
returned Equipment shows no defect found, in which case
Alcatel shall be billed for freight to and from Supplier.
(2) Shipping: Product Out of Warranty. The cost of shipping, both
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to and from Supplier, of Equipment out of warranty for repair
or replacement shall be paid for by Alcatel.
(3) Out of Warranty Costs: The costs of out-of-warranty repairs
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are subject to a charge as quoted by Supplier and accepted by
Alcatel or stated in Exhibit G. Such charges must be
authorized by Alcatel prior to Supplier performing any such
repairs. All charges shall be authorized by Alcatel Purchase
Order number, and will declare required mode of return
shipment.
(4) Return Authorization. Return authorization numbers must be
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obtained from Supplier prior to return of any Equipment for
repair or replacement. Such return authorization number(s)
shall be provided to Alcatel within one (1) business day of
such request by Alcatel. Should Supplier fail to respond with
a warranty return authorization within three (3) days, Alcatel
may, at its discretion, return such Equipment for repair or
credit without a return authorization number.
(b) Software Warranty. Supplier warrants that when the Software is
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delivered, and for a period of twelve (12) months thereafter, that it
will function in accordance with the Specification and will be free
from design defects when used in accordance with the relevant
Supplier's manuals. Supplier shall promptly correct any defect in
Software at no charge to Alcatel. Except as provided hereafter, the
remedy of correction of defects under this paragraph shall be
Alcatel's sole and exclusive remedy under this warranty.
Notwithstanding the foregoing, if, after repeated efforts, Alcatel
notifies Supplier that this warranty has not been met, the parties
shall conduct intensive good faith negotiations in order to bring the
Software into conformity as soon as possible. If the parties are
unable to reach agreement, then Alcatel, at its sole option, shall be
entitled to return such Software and any related Product to Supplier,
and Supplier shall refund the amounts paid to Supplier related to
such Software and Product no later than upon receipt of such Software
and Product.
(c) Regulatory Compliance. Supplier warrants that the manufacture of each
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item delivered hereunder, as well as the facilities used to manufacture
such items, shall comply with all applicable federal, national, state,
provincial and local laws and regulations, and all applicable Bellcore
and Alcatel Supplier Quality Audit Standards including ISO 9000
standards. All items that may be used for international sales shall
comply with applicable European Union or other international EMC and
safety requirements as specified in the Alcatel Product Specifications.
(d) Product Life Cycle and Support. Supplier shall ensure continuity of
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availability from third parties of all parts, components and Software
contained within the Products which are not manufactured or produced by
Supplier.
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Such obligation shall continue until the expiration of ten (10) years
from the date of last delivery of the Product to Alcatel as stated in
Exhibit G paragraph 4.8 and 4.9.
(e) New Century Warranty. The New Century Warranty contained in Exhibit E,
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attached hereto and incorporated herein, shall also apply to all
Products.
(f) Services Warranty. Supplier warrants that it will perform all services
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under this Agreement in a skillful and workmanlike manner.
(g) Right to License. Supplier represents and warrants that it owns, or
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has the right to license the Software and has the right to grant the
licenses granted hereunder.
(h) Infringement Warranty. Supplier warrants that it will not willfully or
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knowingly deliver to Alcatel any portion of the Product which infringes
any patent, trademark, copyright or other property right of any third
party relating to proprietary or trade secret information.
(i) Warranty Disclaimer. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN
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LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING THE
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR INTENDED OR PARTICULAR
PURPOSE.
Section 8. Quality Assurance.
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(a) Quality System Requirements
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(1) Alcatel USA understands that all Suppliers shall have a Quality
System that supports the ISO9000 or Bellcore GR-1252-CORE or
similar quality system. Suppliers will be subjected to audits in
accordance with GR-1252-CORE, Quality System Generic Requirements
for Hardware. Alcatel's objective is for its Telecommunication
suppliers to adopt the TL9000 requirements for the appropriate
product/services.
(2) Supplier hereby agrees to comply with the following requirements
attendant to the workmanship and integrity of Product covered by
this Agreement. Failure to comply with the provisions herein
contained will be basis for Alcatel's rejection and return of
Products shipped by Supplier, and cause for termination of this
Agreement by Alcatel. Supplier hereby agrees to maintain a
comprehensive process and quality control program that complies
with all requirements of Alcatel's Document ▇▇▇-▇▇▇▇-▇▇▇, Supplier
Quality System Requirements Specification and ▇▇▇-▇▇▇▇-▇▇▇, OEM
Devices and Systems General Specifications. All resultant
documentation for Product covered under this Agreement shall be
maintained and made available to Alcatel upon request. All
Products shall meet the applicable standards established by
Bellcore Publication FR-2063 Network Equipment Building systems
Requirements (NEBS) Family of Requirements (NEBSFR) as well as
Alcatel's workmanship Standard ▇▇▇-▇▇▇▇-▇▇▇.
(3) Supplier's Quality System Implementation Plan is attached as
Exhibit K. Supplier will implement corrective actions in
accordance with Alcatel's audit findings and observations.
(b) Hardware Requirements
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(1) Compliance to the GR-78-CORE, Generic Requirements for the
Physical Design and Alcatel Workmanship Manual on all designed
equipment. On purchased product, the suppliers should meet
IPC-610, class 1 standards. The supplier will address any Alcatel
customer raised issues beyond IPC.
(2) Products are required to be compliant to GR-63-CORE, Network
Equipment Builders Specification.
(4) Compliance to GR-1089-CORE, Electromagnetic Compatibility and
Electrical Safety Generic Criteria for Telecommunications
Equipment.
(5) Compliance to GR-284-CORE, Reliability and Quality Switching
Systems Generic Requirements.
(6) Expected failure rate predictions data will be based on
GR-332-CORE, Reliability Prediction Procedure or field
performance.
(7) Drive to a minimal Quality level 2 as defined in TR-TSY-000357,
Component Reliability Assurance.
Page 8 of 100
(8) If required by Alcatel, suppliers will be responsible for CLEI
coding of the product as defined in GR-485-CORE, Common Language
Equipment Coding Process and Guidelines Generic Requirement.
(9) Each field replaceable unit, backplane and chassis will be
required to have a barcode serial number and barcode revision
label applied. Alcatel will provide the barcode for the serial
number and the revision label. The barcode will be installed by
the supplier in a mutually agreed upon location on each unit. A
history of repair actions on field returns and the number of times
returned from the field should be tracked against each serial
number.
(10) Field returns hardware should not be upgraded to the latest
shippable revision at the factory for new products when the
upgrade has the potential to improve field performance unless
approved in writing by Alcatel.
(11) Functional defects on delivered product shall be less than 1% as
measured at the module level.
(12) Visual Mechanical defects on delivered product shall be less than
1.5% as measured level.
(c) Software Requirements
(1) As a supplier to multiple ▇▇▇▇ Operating Companies, Alcatel is
both required and compliant with the current versions of Bellcore
Generic Requirements (GR's) and Technical References (TR's) for
software quality as listed below. In order to maintain this level
of quality throughout our system configuration these standards are
flowed down to our sub-system suppliers and Supplier agrees to
comply with such standards.
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Bellcore Number Title
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GR-282-CORE Software Reliability and Quality Acceptance Criteria
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TR-NWT-000179 Quality System Generic Requirements for Software
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TR-NWT-000284, Reliability and Quality Switching Systems Generic Requirements (RQSSGR),
Section 2.4 Software Design and Architecture
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GR-929-CORE Reliability and Quality Measurements for Telecommunications Systems
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(2) The Supplier should provide the necessary support and data for any
customer imposed performance-reporting metrics as defined in
GR-929-CORE.
(3) The supplier shall have a documented Software Development
Lifecycle that conforms to ISO-9001 as interpreted by ISO 9000-3.
(4) At the request of Alcatel customers, compliance to TR-NWT-000179,
Software Reliability Program Requirements will be implemented.
(5) The supplier shall demonstrate Level II capability as defined by
SEI Software Capability Maturity Model (CMM).
Section 9. Inspection and Acceptance.
-------------------------------------
(a) Acceptance. Acceptance shall be based upon a test and inspection plan
----------
designed to demonstrate specification compliance. Such test and
inspection shall be documented by Supplier, demonstrated to conform to
Alcatel's requirements, and then mutually accepted in writing. Product
is subject to inspection by Alcatel at either Alcatel's facility,
Supplier's subcontractor(s) facility, or Supplier's facility, at
Alcatel's option. Alcatel shall be allowed thirty (30) business days
from date of receipt of any Product to perform testing and inspection
of such Product. If identical tests are performed by Supplier and
Alcatel, the parties will work together to ensure that test equipment
is properly calibrated to prevent improper rejection. In the event
Alcatel does not reject the shipped Product within the above stated
term, it shall automatically be deemed that acceptance of the shipped
Product has been made by Alcatel.
(b) If software is delivered, the following software acceptance criteria
will apply:
(1) 100% of all Test Cases from each module have been successfully
executed.
Page 9 of 100
(2) Feature Tests 100% executed with a 95% pass rate (each test
individually).
(3) System Functionality not degraded as measured by: Regression Tests
100% executed with a 95% pass rate (overall).
(4) Planned Exit Tests are 100% executed with 100% pass rate.
(5) All fixed and packaged Change Requests have been verified as
resolved or closed.
(6) Requirements shall be traced throughout the process.
(7) The supplier shall provide objective evidence that all software
requirements have been met.
(c) Testing and Certificate of Manufacturing Compliance. Supplier shall
---------------------------------------------------
inspect and test all Product prior to delivery to Alcatel for
conformity to the Specifications. The tests and the performance
criteria detailed in the Specifications shall comprise the tests and
performance criteria to be implemented by Supplier for purposes of
Product acceptability hereunder. Supplier shall not modify the tests
and criteria set forth on the Specifications without Alcatel's prior
written approval. Prior to the release of any new lot of Product,
Supplier shall complete a certificate of manufacturing compliance
certifying that: (i) each unit of the Product in such lot meets the
Specifications; and (ii) such lot passes all testing and performance
criteria agreed upon by the parties, including but not limited to
those set forth in the Specifications. Supplier shall maintain a
record of these certificates of manufacturing compliance, available
for review by Alcatel within two (2) business days of such review
request. Supplier shall have each such certificate signed by a person
duly-authorized to make such certifications.
(d) Rejected Products and Shortages. Notwithstanding any payment made by
-------------------------------
Alcatel for any unit of the Product hereunder, Alcatel may reject any
Product which fails to meet the testing standards and performance
criteria and/or the Specifications. Except as provided herein,
Alcatel shall, within thirty (30) business days after its receipt of
any shipment of the Product, notify Supplier of any claim relating to
a rejected Product or any shortage in quantity of any shipment of the
Product. In the event of such rejection or shortage, Supplier shall,
at Alcatel's option, replace the rejected Product or make up the
shortage promptly, not to exceed forty eight (48) hours, upon receipt
of such notice, at no cost to Alcatel, and shall make arrangements
with Alcatel for the return of any rejected Product, such return
shipping charges to be paid by Supplier.
(e) Alcatel Inspection. Alcatel may, at any time during normal business
------------------
hours and upon request to Supplier, inspect Supplier's facilities for
manufacturing the Product, and inspect Supplier's manufacturing
procedures for compliance with applicable Bellcore standards and the
other appropriate manufacturing standards described in Sections 7, 8,
and 9 and may inspect Supplier's inventory, work-in-process, raw
materials, production records and such other items related to the
Product as Alcatel considers relevant to satisfy it that Supplier is
manufacturing the Product in accordance with this Agreement.
Section 10. Trademarks and Labeling.
------------------------------------
(a) Trademarks. Supplier acknowledges that all trademarks, trade names and
----------
trade dress of Alcatel or Alcatel's Affiliate (the "Alcatel
Trademarks") that shall accompany or are affixed to the Product
and/or Product literature in accordance with the Specifications or
other request of Alcatel are the property of Alcatel or Alcatel's
Affiliate, and Supplier shall not claim or obtain any rights in the
Alcatel Trademarks. Supplier shall take no action that shall in any
way impair Alcatel's or Alcatel's Affiliate's right, title and
interest in and to the Alcatel Trademarks and shall not use for its
own benefit or for the benefit of any party other than Alcatel, the
Alcatel Trademarks or any confusingly similar trademarks, trade names
or trade dress during or after the term of this Agreement.
(b) Labeling. Supplier shall label the Product in accordance with the
--------
Specifications or other request of Alcatel. Supplier hereby grants
Alcatel permission to use Supplier's Documentation in Alcatel's
promotional literature; refer to Supplier as the manufacturer of the
Product and use Alcatel labeling and promotional and other literature
that may indicate Supplier is the manufacturer of the Product in
accordance with applicable law. Alcatel shall be allowed to brand name
the Products with names of its own choosing.
(c) Serialization. If required by Alcatel, Supplier shall serialize the
-------------
Product in accordance with the Specifications and Exhibit F, attached
hereto and incorporated herein, regarding Alcatel's serialization
procedures.
Section 11. Installation and Service; Support.
----------------------------------------------
Page 10 of 100
(a) Installation and Support. Alcatel shall be responsible for installing
------------------------
and supporting the Product for its End-users, at Alcatel's expense,
subject to the other provisions of this Agreement. Supplier shall
provide technical and operational service and support according to the
terms of Exhibit (G).
(b) Equipment Loan Agreement Supplier and Alcatel will enter in to a
------------------------
equipment loan agreement, substantially similar to the Equipment Loan
Agreement attached hereto as Exhibit D, and if required, to provide
equipment to support Exhibit G Service and Support.
Section 12. Changes.
--------------------
(a) Regulatory Changes. Should any change in any regulations promulgated by
------------------
Bellcore or any other comparable foreign authority, or any change in
the interpretation thereof, require changes in Supplier's manufacturing
practices which increase the cost to Supplier of manufacturing the
Product, the parties shall negotiate in good faith whether and to what
extent prices of the Product should be adjusted to reflect such cost
increases.
(b) Alcatel-Requested Changes. Alcatel may from time to time request
-------------------------
changes or enhancements to be made to the Product and corresponding
changes made to the Specifications, any such request to be made in
writing. Supplier shall respond in writing to any such request within
ten (10) business days from receipt of the request, indicating when it
can accommodate such request. If Supplier agrees to accommodate such
request it shall, within twenty (20) business days of its response,
submit to Alcatel a proposal that includes engineering specifications,
cost estimates and an implementation schedule. Implementation of the
change is to be made only after Alcatel notifies Supplier in writing of
acceptance of the proposal and, as applicable, any necessary regulatory
approvals therefor have been secured. Any Product which is in the
process of production at the time of receipt of a change notice shall,
with Alcatel's agreement, continue to be produced in accordance with
the Specifications which had been in effect at the time of issuance of
an appropriate purchase order by Alcatel.
(a) Change Orders.
-------------
(1) Supplier shall notify Alcatel of hardware and software Product
changes that affect Product fit, form, function, performance,
safety, or reliability at least six (6) months, or such period as
may be amended by mutual agreement, prior to implementation of
such change, and prior to shipment of Product. Notwithstanding the
foregoing, if Alcatel has a contractual obligation to an End-user
to give a longer notice of such Product changes, Alcatel shall
notify Supplier of such obligation and Supplier shall give Alcatel
such longer notice. Such notice and any accompanying retrofit
disposition responsibilities, due to safety, reliability, or
performance, shall support the requirements of Alcatel Engineering
Change Order (ECO) and the current Alcatel Product Change Notice
(PCN) Discontinuance (Obsolescence) Notice Procedures
(007-0000-115) attached as Exhibit H.
(2) Supplier will conduct testing of changes before release that
insures there will be no degradation to the End-user's Product or
network, and Supplier will provide all required data and test
results to support such changes at Alcatel's request.
(3) Supplier will provide support for two previous software releases
if such releases have been licensed to any End-user. Supplier
shall provide support for additional prior releases, on a time and
materials basis, based on Supplier's then standard rates.
(4) Software patch creation, testing, and release shall support
Alcatel documented guidelines and procedures, as found in Software
Release and Patch Procedure, Alcatel Document No. ▇▇▇-▇▇▇▇-▇▇▇.
(5) Alcatel's Purchase Order shall be the governing document for all
change order activity. No new part number(s) shall be accepted
without a Purchase Order.
Section 13. Confidentiality.
----------------------------
(a) Confidential Information. All technical information, documentation,
------------------------
Software, and other information or data, including information that
is received from a third party under circumstances permitting its
disclosure, that is provided by one party to the other party in
connection with this agreement and which is marked or otherwise
identified as confidential or proprietary shall hereinafter be
collectively referred to as "Confidential Information". Orally
conveyed Confidential Information must be confirmed in writing to the
other party within 30 (thirty) days of the date of disclosure in
order to be encompassed by this Section 13. Confidential Information
disclosed by either party to the other in connection with this
Agreement is to be used only for the purpose of this Agreement and
for no other purpose, and shall be protected by the recipient party
from being divulged to others with no less than the same degree of
care, but in no event less than reasonable care, given to its own
Confidential Information that is intended to be protected from
disclosure. The obligations in this paragraph shall survive
termination or expiration of this Agreement.
Page 11 of 100
(b) All Confidential Information shall be and remain the disclosing party's
property and shall not be copied or duplicated in any manner or
submitted to any third party for examination or otherwise, without the
disclosing party's prior written consent.
(c) Confidential Information will not be entitled to protection under this
Section when it is (i) already known to the receiving party, from a
source other than the disclosing party (ii) publicly known (or becomes
publicly known) without the fault or negligence of the receiving party,
(iii) received from a third party without restriction and without
breach of this Agreement, (iv) independently developed by the receiving
party, or (v) disclosed in accordance with a written authorization of
the disclosing party.
(d) The disclosing party understands that the receiving party may,
currently or in the future, be developing information internally or
receiving information from other parties which may be similar to the
disclosing party's information. Accordingly, nothing in this Agreement
shall be construed as a representation or inference that either party
will not develop products, for itself or for others, which compete with
products or systems contemplated by the other party's information
provided, however, that the receiving party shall not use the
disclosing party's Confidential Information in such development.
(e) Disclosure to Government. Nothing contained in this Section shall be
------------------------
construed to restrict either party from disclosing confidential
information as required for purposes of compliance with governmental,
administrative or regulatory laws, regulations, orders or requests;
provided that the party who is making such disclosure gives the other
party sufficient notice of the intent to make and the content of such
disclosure to enable such other party to contest the necessity of
disclosing such other party's Confidential Information and/or to modify
the content of the Confidential Information to be disclosed.
Section 14. Grants of Rights and Licenses.
-----------------------------------------
(a) Supplier hereby grants to Alcatel a non-transferable, non-exclusive,
fully paid-up, worldwide license to use, sublicense and distribute the
Software, including distribution utilizing multi-tier distribution
channels, solely for use with the Product. Unless otherwise
specifically stated, Software delivered under this Agreement is
licensed solely for use in the Product in which it is initially
installed but may be transferred to a replacement Product at no
additional license or sublicense fee. Software may be copied in whole
or in part by Alcatel for its: (i) backup and archival purposes; (ii)
internal use on the Product; and (iii) sublicensing of the Software,
and the number of copies will be limited to those reasonably necessary
to so conduct Alcatel's business.
(b) All Software provided by Supplier with the Product(s) or provided by
Supplier in conjunction with the Product(s) is Confidential Information
of Supplier or Supplier's third party licensors, and Alcatel agrees to
treat all such Software in accordance with Section 13 of this Agreement
entitled "Confidential Information" (except to the extent that the
obligations of Section 13 are in apparent or actual conflict with
Alcatel's rights and licenses granted under this Section). Alcatel
shall not reverse compile, disassemble or reverse engineer any Software
nor, except as agreed to by Supplier in writing, modify any Software.
(c) Alcatel is authorized to grant a non-exclusive sublicense to each
End-user to use the Software solely in the Product in which it is
initially installed or a replacement Product. Software which is a
stand-alone Product may be sublicensed to operate on any hardware on
which the Software will operate, and such hardware shall be treated as
if it were the "Product" referred to in this paragraph. The End-user
may not grant a further sublicense, and may not transfer its sublicense
except with a transfer of the Product. Each such sublicense shall be in
writing and include, (i) a prohibition of copying the Software except
for backup and archival purposes, (ii) an obligation to reproduce
proprietary legends on copies, (iii) treatment of the Software as
Confidential Information, (iv) a restriction on the End-user to not
decompile, modify, disassemble or reverse engineer any Software.
(d) Escrow. To enable Alcatel to exercise its rights under this Agreement
------
and to fulfill the obligations assumed by Alcatel in relation to
Products, Supplier shall deposit with a mutually agreed-upon third
party escrow agent, specializing in technology escrow, Technical
Information under terms and conditions substantially similar to the
escrow agreement attached in Exhibit I. The parties shall in good faith
negotiate such agreement so that the deposit shall be made upon or
prior to Alcatel's first permanent installation (i.e., non-field trial)
of Product at a Alcatel End-user's site.
Section 15. Indemnification and Limit to Liability.
---------------------------------------------------
(a) Indemnification. Supplier hereby indemnifies and holds Buyer, its
---------------
directors, officers, agents, and employees harmless against any and all
claims, actions, damages, liabilities, or expenses, including
reasonable attorney fees and other associated costs and expenses for
injury to or death of any person, and for loss of or damage to any
Page 12 of 100
and all property arising out of the negligent or willful wrongful acts
or omissions of Supplier, its employees, agents, subcontractors, or
representatives.
Buyer hereby indemnifies and holds Seller, its directors, officers,
agents, and employees harmless against any and all claims, actions,
damages, liabilities, or expenses, including reasonable attorney fees
and other associated costs and expenses for injury to or death of any
person, and for loss of or damage to any and all property arising out
of the negligent or willful wrongful acts or omissions of Buyer, its
employees, agents, subcontractors, or representatives.
(b) Infringement Indemnification. Supplier will defend, at its own
----------------------------
expense, any action brought against Alcatel or End-User(s) to the
extent that it is based on a claim that any Supplier supplied
Products, designs, material, processes, or documentation hereunder
constitutes an infringement of any duly issued patent or infringement
of any copyright, trade secret, or other proprietary rights of a
third party. Supplier will pay all damages and costs finally awarded
against Alcatel or End-User(s) in such action which are attributable
to such action. Alcatel will promptly inform Supplier in writing and
furnished a copy of each communication, notice, or other action
relating to the alleged infringement and will give the Supplier
authority, information, and reasonable assistance necessary to defend
or settle such claim. Alcatel reserves the right to participate, at
its expense, in such defense or settlement. Should Product delivered
under this Agreement become, or in Supplier's opinion be likely to
become, the subject of a claim of infringement of any patent or any
copyright, trade secret, or other proprietary rights of a third
party, then Supplier shall promptly, at its option: (i) procure for
Alcatel and all End-User(s) the right to use such Product free of any
liability for infringement; (ii) modify such Product so that it
becomes non-infringing; or (iii) replace such Product with
non-infringing substitutes otherwise complying substantially, to the
satisfaction of Alcatel, with all the requirements of the Agreement.
(c) Limitation of Liability EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
-----------------------
OR FOR BREACH OF SECTION 13, IN NO EVENT WILL EITHER PARTY BE LIABLE
FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
Section 16. Inability to Supply.
--------------------------------
(a) Excusable Delay. Any delay in the performance of any of the duties or
---------------
obligations of a party hereto shall not be considered a breach of
this Agreement provided that such delay is caused by or is the result
of any acts of God, acts of the public enemy, insurrections, riots,
fires, explosions, floods, or other unforeseeable causes beyond the
control and without the fault or negligence of the party so affected
("Excusable Delay"). The party so affected shall give prompt notice
to the other party of such cause and shall take whatever reasonable
steps are necessary to relieve the effect of such cause as rapidly as
possible. Notwithstanding the foregoing, should Supplier be
prevented from performing its obligations hereunder due to Excusable
Delay for thirty (30) or more consecutive days, then Alcatel may, at
its option, terminate this Agreement upon written notice to Supplier,
in addition to any option which Alcatel may exercise pursuant to
Section 16(b).
(b) Self-Manufacturing Right. Upon the occurrence of any of the events
------------------------
specified below, whether or not the events are due to Excusable
Delay, or subject to Alcatel's right to terminate the Agreement
pursuant to Section 17(a), Alcatel shall have the right at its option
to self-manufacture or have a third party manufacture ("Second Source
Manufacturer") under any relevant Supplier patents and know-how (if
any) the Product and Product components. Supplier shall further
cooperate with Alcatel in securing for Alcatel pursuant to this
Section, and under terms no less favorable than realized by Supplier,
any third party rights provided to Supplier that are required to
manufacture the Product and Product components. Alcatel shall also
have the right to acquire any unique equipment of Supplier's
necessary to produce and/or test of the Product and Product
components at Supplier's cost less accrued depreciation. Upon
successful manufacture of the Product and/or Product component(s) by
the Second Source Manufacturer, the obligations of the parties with
respect to supply by Supplier to Alcatel of the Product shall be
suspended. The right of manufacture by Alcatel shall be triggered by
occurrence of any of the following events:
(1) Continued failure by Supplier to deliver the Product to Alcatel in
the quantity required as stated in Alcatel's purchase order for a
period of two (2) consecutive months; or
(2) Continued failure by Supplier to deliver Product which conforms to
Specifications, and/or other applicable compliance standards set
forth in Section 7c, for a period of two (2) consecutive months;
or
(3) Any termination of this Agreement by Alcatel due to Supplier's
breach of this Agreement or financial default; or
Page 13 of 100
(4) Should Supplier and/or its successors and permitted assigns cease
to engage in the business of manufacturing the Product at any time
during the term hereof, or in the event that Supplier sells all or
greater than fifty percent (50%) of its outstanding equity to a
party that is a substantial direct competitor of Alcatel, or sells
that part of its assets relating to the supply of the Product to
such a party.
(c) Upon notification by Alcatel to Supplier of Alcatel's intent to
exercise its rights as set forth in this Section, Supplier shall have
thirty (30) days to correct such problems that triggered such
notification. Should Supplier correct such problem within such time
period, Supplier may, at Alcatel's sole discretion, continue its
manufacture and supply obligations hereunder. In the event that
Alcatel exercises the right to manufacture for reasons of Supplier's
failure to supply but thereafter Supplier demonstrates that it has
corrected the problem that caused events that triggered disclosure,
then Alcatel's right to manufacture may cease and Supplier may, at
Alcatel's sole discretion, resume supply of the Product hereunder.
Section 17. Termination; and Consequences of Termination.
--------------------------------------------------------
(a) Termination For Default. In addition to other termination provisions
-----------------------
set forth in this Agreement, this Agreement may be terminated prior to
the time described in Section 1(a) upon the occurrence of any of the
following events:
(1) Thirty (30) days' written notice by a party to the other party
("party in breach") in the event that the party in breach
materially breaches any provision of this Agreement and fails to
remedy the breach prior to expiration of such thirty (30) day
period;
(2) Written notice by a party to the other party ("insolvent party")
upon:
A. the insolvency of the insolvent party or the appointment of a
receiver for the insolvent party or for all or any substantial
part of its properties; or
B. the adjudication of the insolvent party as a bankrupt; or
C. the admission by the insolvent party in writing of its
inability to pay its debts as they become due; or
D. the execution by the insolvent party of an assignment for the
benefit of its creditors; or
E. the filing by the insolvent party of a petition to be adjudged
a bankrupt, or a petition or answer admitting the material
allegations of a petition filed against the insolvent party in
any bankruptcy proceeding, or the act of the insolvent party
in instituting or voluntarily being or becoming a party to any
other judicial proceeding intended to effect a discharge of
the debts of the insolvent party, in whole or in part;
(3) Notwithstanding the provisions of Section 16 and upon notice from
Alcatel to Supplier stating that Supplier failed to supply the
total quantity of Product ordered by Alcatel pursuant to this
Agreement for a total of sixty (60) days in any six (6) month
period, Supplier shall cooperate with Alcatel for a period of up
to eighteen (18) months from the effective date of such
termination to enable Alcatel to continue to supply Alcatel's
End-user(s) with the Product until Alcatel secures an alternative
source capable of supplying Alcatel's requirements of Product.
Such cooperation shall include, without limitation, providing end
lot runs of whatever size Alcatel reasonably deems necessary under
the circumstances and providing Alcatel and Alcatel's Third Party
Manufacturer (as applicable) with manufacturing rights,
information, equipment, and any technical assistance (as
applicable) in accordance with the procedures outlined in Section
16(b).
(b) Termination or Cancellation for Convenience
1) Alcatel may terminate this Agreement, any purchase orders, or any
supplements thereto, at any time, for any reason at its own
convenience. In such case, Alcatel's total liability for such
cancellation shall be calculated from table 1A, (except for
mutually agreed to long lead time parts):
Table 1A
-----------------------------------------------------------
Cancellation Notification Percent (%)
Liability
-----------------------------------------------------------
0 - 5 business days 100%
-----------------------------------------------------------
6 - 15 business days 100%
-----------------------------------------------------------
16 - 30 Days business days 50%
-----------------------------------------------------------
+ 30 Days business days 0%
-----------------------------------------------------------
(2) Supplier shall use its best efforts to minimize cancellation
charges by returning materials to outside suppliers, canceling
materials on order, applying subject materials to other projects
where possible, and by minimizing all work-in-process and finished
product during manufacturing in support of Alcatel order
requirements. In the event that a cancellation results in
cancellation charges, such cancellation charges shall not be
invoiced until after negotiations are conducted and mutual
agreement is reached. An Alcatel Purchase Order is required for
the payment of any cancellation charge. Upon payment of
cancellation charges outlined above, all Product,
work-in-progress, components and raw materials paid for by Alcatel
shall, at Alcatel's option, be delivered to
Page 14 of 100
and become the property of Alcatel. In no event shall cancellation
charges exceed the aggregate applicable purchase price of items
stated in Exhibit A or Exhibit A3 of this Agreement.
(c) Consequences of Termination. Termination of this Agreement shall not
---------------------------
relieve either party of its liability to perform its obligations
pursuant to the terms and conditions of this Agreement incurred prior
to such termination, nor shall it prevent either party from exercising
its right to pursue any other remedy available to it. Upon request of a
party, the other party shall return all copies of such party's
Confidential Information (excluding Software). The provisions of
Sections 3, 7, 8, 9, 10, 11, 13, 14, 15, 16(b), 17(a)3, 18, 19(a)(d)
shall survive the termination of this Agreement for any reason.
Section 18. Dispute Resolution.
-------------------------------
(a) Good Faith. The parties shall attempt to resolve any disputes arising
----------
out of or in relation to this Agreement ("Dispute" or "Disputes") by
good faith discussions. In the event of the occurrence of such a
Dispute, either party may, by notice to the other party, have such
Dispute referred to the individuals designated below or their
successors, for attempted resolution by good faith negotiations within
thirty (30) days after such notice is received. Said designated
individuals are as follows:
For Alcatel - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
For Supplier - ▇▇▇ ▇▇▇▇, VP/COO
In the event that such discussions are not successful in resolving a
Dispute, then such Disputes between the parties, are to be settled and
finally determined by binding arbitration conducted in accordance with
the Commercial Arbitration Rules, or the then existing rules for
commercial arbitration, of the American Arbitration Association
pursuant to the procedures outlined in Section 18(b) herein.
(b) Arbitration Procedures. If either party determines at any time that it
----------------------
wishes to submit a Dispute to arbitration, it shall first give the
other party written notice, in reasonable detail, of the Dispute and
of the intention to submit the Dispute to arbitration. If within
twenty (20) business days after receipt of such notice by the other
party (or such longer or shorter period as the parties may establish
by mutual agreement at the time) the Dispute is not resolved by
amicable negotiation between the parties, such Dispute may be
submitted by either party to arbitration as provided herein. The
arbitration shall be before a panel of three (3) arbitrators. Each
party shall select an arbitrator and both parties shall jointly
select the third arbitrator; provided, however, if the parties are
unable to agree on the third arbitrator within twenty (20) business
days after the Dispute is submitted to arbitration, the two
arbitrators selected by the parties shall jointly select the third
arbitrator. The arbitrators shall only interpret and apply the terms
and provisions of this Agreement at issue, and shall not change any
such terms or provisions or deprive any party to the Dispute of any
right or remedy provided for in this Agreement. The arbitrators may
award compensatory damages against a party to the Dispute by the
arbitrators shall not be authorized to award, nor shall they award,
damages in excess of the limitations contained herein, except as
expressly permitted in this Agreement. The arbitration of any
Dispute, including the determination of any amount of damages
suffered by a party, shall be final and binding upon the Parties to
the maximum extent permitted by law. Judgment upon the decision of
the arbitrators may be entered in any court of competent
jurisdiction. The cost and expenses of each party incurred in
connection with the arbitration, including reasonable attorneys'
fees, costs and expenses, and the costs of the arbitration itself,
including the fees, costs and expenses of the arbitrators, shall be
borne in accordance with the determination of the arbitrators with
respect thereto.
Section 19. General Provisions.
-------------------------------
(a) Notices. All notices and other communications delivered under this
-------
Agreement shall be in writing and shall be deemed to be given when
received by telex or first class mail (postage prepaid) to:
If to Supplier: ▇▇▇ ▇▇▇▇, VP/COO
If to Alcatel: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
(b) Government Contracts. Supplier shall use its best efforts to comply
--------------------
with any additional legal and/or regulatory requirements not set
forth herein that may apply to its provision of the Product to
Alcatel as a subcontractor in any government contract.
(c) Nonpublicity. Neither party shall use the name of the other party in
------------
any news release, public announcement, advertisement, or other form of
publicity without the prior, written consent of the other party. Except
pursuant to
Page 15 of 100
court order or as otherwise required under judicial or regulatory
proceedings, or as reasonably necessary to exercise its rights or
perform its obligations herein, neither party shall disclose the
existence of nor the terms and conditions of this Agreement without
the prior written consent of the other party.
(d) Relationship of the parties. Supplier hereby declares and represents
---------------------------
that Supplier is engaged in an independent business and will perform
its obligations under this Agreement as an independent contractor and
not as an employee of Alcatel; that the persons performing the services
hereunder are not employees of Alcatel; that Supplier has and hereby
retains, except as set forth herein, the right to exercise full control
of obligations hereunder and full control over the employment,
direction, compensation, and discharge of all employees, agents, and
subcontractors assisting in the performance of such obligations; that
Supplier will be solely responsible for all matters relating to payment
of such employees, including compliance with worker's compensation,
unemployment and disability insurance, social security withholding, and
all such matters; and that Supplier will be responsible for the acts of
Supplier and the acts of all agents, employees, and contractors
employed by Supplier during the performance of Supplier obligations
under this Agreement.
(e) Affiliates, Subcontractors. Supplier agrees to sell to Alcatel, Alcatel
--------------------------
authorized subcontractors(s), and Affiliates of Alcatel. Exhibit J,
Alcatel Authorized Subcontractors, hereby annexed to and made a part of
this Agreement, shall identify all Alcatel authorized subcontractors.
The terms and conditions stated herein shall be binding on all
subcontractor(s) or Alcatel purchasing locations. Except where the
context is clearly inconsistent, for all purchases made by Alcatel's
authorized subcontractor(s) or Affiliate(s), for the purposes of such
purchase the term "Alcatel" shall refer to such Alcatel authorized
subcontractor(s) or Affiliate(s). All invoices arising out of sales by
Supplier to any authorized subcontractor(s) or Affiliate(s) shall be
submitted to such subcontractor(s) or Affiliate(s) for payment. Alcatel
assumes no responsibility for the credit worthiness nor assumes any
liability for any debt incurred by any subcontractor(s) or Affiliate(s)
for any Product ordered subsequent to this Agreement.
(f) Assignment. This Agreement may not be assigned in whole or in part by
----------
either party without the written consent of the other party, except
consent shall not be required if assignment is made by either party to
an entity in which they or their parent hold at least 51% of the
outstanding shares of stock or other ownership interest, and provided
that in such event the party assigning this Agreement or any part
thereof shall remain liable for all of its obligations according to
this Agreement. The term "Parent" shall mean an entity which owns,
directly or indirectly, a majority ownership interest in Alcatel.
Notwithstanding the foregoing restrictions on assignment, Alcatel may
assign this Agreement without such approval to an entity which is
merged with, consolidated with, or otherwise acquires, directly or
indirectly, a majority ownership interest in Alcatel, Alcatel's Parent,
or Alcatel's or Alcatel's Parent's assets.
(g) Business Reviews; Information. Supplier agrees to meet with Alcatel, at
-----------------------------
a minimum, twice per year for the purpose of conducting a business
review to review Supplier's and Alcatel's overall performance, business
issues, and/or technical problems or issues. In addition, Supplier
agrees to share Product and Software release schedules, as available,
for use in Alcatel's planning and marketing.
(h) Electronic Communication. The Supplier agrees to maintain the ability
------------------------
to communicate with Alcatel via Internet e-mail, and further agrees to
implement and maintain communication via Electronic Data Interchange
(EDI). The minimum ANSI standard EDI transaction sets that Supplier
will maintain are:
810 Electronic Invoice 860 Purchase Order Change
820 Electronic Funds Transfer 865 Purchase Order Change
830 Forecast Acknowledgment
850 Purchase Order 997 Functional Acknowledgment
855 Purchase Order Acknowledgment
856 Advance Ship Notice
(i) Amendments and Waivers. This Agreement may not be amended or otherwise
----------------------
modified except by a writing signed by both of the parties. Either
party may waive compliance by the other party with any provision of
this Agreement required to be performed by such other party. Such
waiver shall be in writing, and signed by a duly authorized
representative of the party against whom enforcement of the waiver is
sought. No such waiver shall be construed as a waiver of any subsequent
compliance with any provision of this Agreement by the waiving party.
(j) Severability. Any provision of this Agreement which is prohibited or
------------
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability
without affecting the validity or enforceability of such provision in
any other jurisdiction or invalidating the remaining provisions of this
Agreement.
(k) Execution in Counterparts. This Agreement may be executed in two or
-------------------------
more counterparts, each of which counterparts, when duly executed and
delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute one and the same
Agreement.
Page 16 of 100
(l) Governing Law. This Agreement shall be deemed to be a contract made
-------------
under the laws of the State of Texas without giving effect to any
choice or conflict of law provision or rule (whether of the State of
Texas or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Texas. The UN
Convention on Contracts for the International Sale of Goods is
specifically excluded from this Agreement.
(m) Construction. If, for any reason, this Agreement is translated into a
------------
language other than the English language, then the English language
version of this Agreement shall be controlling for all purposes.
(n) Headings. Headings used in this Agreement are for convenience of
--------
reference only and shall not affect the interpretation of this
Agreement.
(o) Utilization of Small and Small Disadvantaged Business Concerns
Both Parties agree that compliance with the policy of the United States
Government regarding Small Disadvantaged Business, Women-owned
Business, and Protected Class Business concerns is essential to
participate as subcontractors in the performance of contracts awarded
by any federal agency or organization requiring compliance of Section
211 of Public Law 95-507 Office of Federal Procurement Policy's Policy
Letters 80-2 and 80-4 and FAR 52.219.2. As a requirement of this
compliance, Supplier agrees to support and report the following
requirements for the direct and indirect purchases of raw materials,
components, supplies and services:
(1) Small Disadvantaged (Minority) Business Concerns 5%
(2) Woman-Owned Business Concerns 5%
(3) Protected Class Business Concerns 1%
Reporting of such compliance shall be sent to:
M/WBE Plan Administrator
Alcatel Sourcing L.P.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇/▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(p) Entire Agreement. This Agreement and attached Exhibits, incorporated
----------------
herein for all purposes, constitute the entire understanding between
the parties and supersedes all prior oral or written understandings
between the parties with respect to the subject matter of this
Agreement.
Exhibit A Price
Attachment A1 Specification
Attachment A2 Milestone Delivery
Attachment A3 Price , Kanban Parameters and Procedures
Exhibit B Inbound routing guide
Exhibit C General Packaging Specification
Exhibit D Equipment Loan Agreement
Attachment D1 List of Equipment and Software
Attachment D2 Amendment to Equipment Loan Agreement
Attachment D3 Amendment to List of Equipment and Software
Exhibit E New Century Warranty
Exhibit F Serialization
Attachment F1 Serialization Requirements for Supplier
Exhibit G Service and Support
Attachment G1 Support Flow Diagram
Attachment G2 Support Services Fees
Attachment G3 Train-The-Trainer Program Outline
Exhibit H PCN Discontinuance and Obsolescence Procedure
Exhibit I Escrow Agreement
Attachment I1 Technical Information Listing
Attachment I2 Demand Notice
Exhibit J Alcatel Authorized Subcontractors
IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute and deliver this Agreement as of the Effective Date.
Pinnacle Data Systems, Inc. Alcatel USA Sourcing, L.P.
Page 17 of 100
By: Alcatel USA GP, Inc.
General Partner
By: ____________________________ By: ________________________________
Title: ____________________________ Title: ________________________________
--------------------------------------------------------------------------------
Date: _______________________ Date: ________________________________
--------------------------------------------------------------------------------
Page 18 of 100
EXHIBIT A
---------
(1) Pricing
-------
The price for the parts listed below shall be for a period of one (1) year
ending June 30th, 2001. This is an indeterminate quantity Agreement Alcatel is
in no way obligated to order any minimum quantity, service, or dollar amount.
The Specification agreed to between Supplier and Alcatel is attached hereto and
made a part hereof as Exhibit A1.
Milestones delivery dates to between Alcatel and supplier is attached hereto and
made a part hereof as Exhibit A2
Supplier provided Kanban parts and procedures is attached hereto and made a part
hereof as Exhibit A3.
P/N Description Pricing
--- ----------- -------
PDS-SPALCT516 Customized AXmp Rackmount Solution Initial Qty. 1-10 (already delivered)
(Production Units) Includes: $60,000.00
Alcatel Enclosure w/ 450W P.S. & Cabling After intial quantity
Ultra AXmp Motherboard $46,746.00
Alarming Features
(4) 400 MHz CPU Modules w/ 4 MB Cache
4096 MB Memory (16 x 256 MB Memory DIMMs)
(2) 9.1 GB SCSI Hard Drives
(2) Removable Hard Drive Kits
4mm ▇▇-▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ (STD22400NSB)
32X Plextor SCSI CD-ROM
(4) Solaris 2.5.1 RTU Only
Solaris 2.5.1 Pre-loaded
One year return to depot warranty
P/N Description Pricing
--- ----------- -------
PDS-SPALCT528 Intelligent Processor Unit (IPU) -Configuration 1 1-5 $21,830
Includes: 6-15 $21,321
Alcatel Enclosure w/ 600W PS & Cabling w/ Alarm card 16-25 $20,845
& 6U (6) Slot Modified CompactPCI Backplane 26-100 $20,389
Sparc Engine Axmp+C Motherboard
(1) 400 MHz CPU module w/4mb Cache
(8) 64 MB Memory DIMM (Total of 512 MB)
(2) 18.1 GB LVD 68-Pin SCSI 7,200 RPM Hard Drive
40/17X 68-Pin SCSI CD-ROM
12-24 GB 50-Pin DDS-3 4mm Tape Drive
Solaris 2.6 Release 5/98 Pre-Loaded
Solaris 2.6 (1-4) CPU RTU Server License, 5 User License, Media Kit
One Year Return-To-Depot Warranty
P/N Description Pricing
--- ----------- -------
PDS-SPALCT529 Intelligent Processor Unit (IPU) -Configuration 2 1-5 $33,264
Includes: 6-15 $32,462
Alcatel Enclosure w/ 600W PS & Cabling w/ Alarm card 16-25 $31,700
& 6U (6) Slot Modified CompactPCI Backplane 26-100 $30,976
Sparc Engine Axmp+C Motherboard
(2) 400 MHz CPU module w/4mb Cache
(8) 256 MB Memory DIMM (Total of 2048 MB)
(2) 18.1 GB LVD 68-Pin SCSI 7,200 RPM Hard Drive
(2) 6U CompactPCI Quad Ethernet Dual SCSI Board
40/17X 68-Pin SCSI CD-ROM
Page 19 of 100
12-24 GB 50-Pin DDS-3 4mm Tape Drive
Solaris 2.6 Release 5/98 Pre-Loaded
Solaris 2.6 (1-4) CPU RTU Server License, 5 User License,
Media Kit
One Year Return-To-Depot Warranty
P/N Description Pricing
--- ----------- -------
PDS-SPALCT530 Intelligent Processor Unit (IPU) -Configuration 3 1-5 $29,184
Includes: 6-15 $28,488
Alcatel Enclosure w/ 600W PS & Cabling w/ Alarm card 16-25 $27,827
& 6U (6) Slot Modified CompactPCI Backplane 26-100 $27,198
Sparc Engine Axmp+C Motherboard
(2) 400 MHz CPU module w/4mb Cache
(8) 256 MB Memory DIMM (Total of 2048 MB)
(2) 18.1 GB LVD 68-Pin SCSI 7,200 RPM Hard Drive
40/17X 68-Pin SCSI CD-ROM
12-24 GB 50-Pin DDS-3 4mm Tape Drive
Solaris 2.6 Release 5/98 Pre-Loaded
Solaris 2.6 (1-4) CPU RTU Server License, 5 User License, Media Kit
One Year Return-To-Depot Warranty
P/N Description Pricing
--- ----------- -------
PDS-▇▇▇▇▇▇▇▇▇ Intelligent Processor Unit (IPU) -Configuration 4 1-5 $47,184
Includes: 6-15 $46,020
Alcatel Enclosure w/ 600W PS & Cabling w/ Alarm card 16-25 $44,916
& 6U (6) Slot Modified CompactPCI Backplane 26-100 $43,865
Sparc Engine Axmp+C Motherboard
(4) 400 MHz CPU module w/4mb Cache
(16) 256 MB Memory DIMM (Total of 4096 MB)
(2) 18.1 GB LVD 68-Pin SCSI 7,200 RPM Hard Drive
40/17X 68-Pin SCSI CD-ROM
12-24 GB 50-Pin DDS-3 4mm Tape Drive
Solaris 2.6 Release 5/98 Pre-Loaded
Solaris 2.6 (1-4) CPU RTU Server License, 5 User License, Media Kit
One Year Return-To-Depot Warranty
P/N Description Pricing
--- ----------- -------
PDS-SPALCT532 Intelligent Processor Unit (IPU) -Configuration 5 1-5 $43,582
Includes: 6-15 $42,511
Alcatel Enclosure w/ 600W PS & Cabling w/ Alarm card 16-25 $41,495
& 6U (6) Slot Modified CompactPCI Backplane 26-100 $40,529
Sparc Engine Axmp+C Motherboard
(4) 400 MHz CPU module w/4mb Cache
(8) 256 MB Memory DIMM (Total of 2048 MB)
(2) 18.1 GB LVD 68-Pin SCSI 7,200 RPM Hard Drive
(2) 6U CompactPCI Quad Ethernet Dual SCSI Board
40/17X ▇▇-▇▇▇ ▇▇▇▇ ▇▇-▇▇▇
▇▇-▇▇ ▇▇ 50-Pin DDS-3 4mm Tape Drive
Solaris 2.6 Release 5/98 Pre-Loaded
Solaris 2.6 (1-4) CPU RTU Server License, 5 User License, Media Kit
One Year Return-To-Depot Warranty
P/N Description Pricing
--- ----------- -------
PDS-SPALCT533 Intelligent Processor Unit (IPU) -Configuration 6 1-5 $51,264
Page 20 of 100
Includes: 6-15 $49,994
Alcatel Enclosure w/ 600W PS & Cabling w/ Alarm card 16-25 $48,789
& 6U (6) Slot Modified CompactPCI Backplane 26-100 $47,643
Sparc Engine Axmp+C Motherboard
(4) 400 MHz CPU module w/4mb Cache
(16) 256 MB Memory DIMM (Total of 4096 MB)
(2) 18.1 GB LVD 68-Pin SCSI 7,200 RPM Hard Drive
(2) 6U CompactPCI Quad Ethernet Dual SCSI Board
40/17X ▇▇-▇▇▇ ▇▇▇▇ ▇▇-▇▇▇
▇▇-▇▇ ▇▇ 50-Pin DDS-3 4mm Tape Drive
Solaris 2.6 Release 5/98 Pre-Loaded
Solaris 2.6 (1-4) CPU RTU Server License, 5 User License, Media Kit
One Year Return-To-Depot Warranty
P/N Description Pricing
--- ----------- -------
PDS-SPALCT534 Intelligent Processor Unit (IPU) -Configuration 7 1-5 $39,502
Includes: 6-15 $38,537
Alcatel Enclosure w/ 600W PS & Cabling w/ Alarm card 16-25 $37,622
& 6U (6) Slot Modified CompactPCI Backplane 26-100 $36,752
Sparc Engine Axmp+C Motherboard
(4) 400 MHz CPU module w/4mb Cache
(8) 256 MB Memory DIMM (Total of 2048 MB)
(2) 18.1 GB LVD 68-Pin SCSI 7,200 RPM Hard Drive
40/17X 68-Pin SCSI CD-ROM
12-24 GB 50-Pin DDS-3 4mm Tape Drive
Solaris 2.6 Release 5/98 Pre-Loaded
Solaris 2.6 (1-4) CPU RTU Server License, 5 User License, Media Kit
One Year Return-To-Depot Warranty
P/N Description Pricing
--- ----------- -------
PDS-SPALCT526 Intelligent Processor Unit (IPU) -Configuration 8 1-5 $41,200
Includes: 6-15 $40,191
Alcatel Enclosure w/ 600W PS & Cabling w/ Alarm card 16-25 $39,234
& 6U (6) Slot Modified CompactPCI Backplane 26-100 $38,324
Sparc Engine Axmp+C Motherboard
(4) 400 MHz CPU module w/4mb Cache
(8) 256 MB Memory DIMM (Total of 2048 MB)
(2) 9.1 GB LVD 68-Pin SCSI 7,200 RPM Hard Drive
40/17X 68-Pin SCSI CD-ROM
12-24 GB 50-Pin DDS-3 4mm Tape Drive
Solaris 2.6 Release 5/98 Pre-Loaded
Solaris 2.6 (1-4) CPU RTU Server License, 5 User License, Media Kit
One Year Return-To-Depot Warranty
Service Options
Service Uplift Options (monthly pricing based on one year service contract)
Pinnacle Care (5 day repair) $ 151.00
Pinnacle Care+ (advanced exchange) $ 301.00
Pre-loaded Customer Software (per unit, delivered via CD-ROM or FTP Site) $ 125.00
Lead Time with 6 months forecast 4- 6 Weeks ARO
Lead Time with no forecast 9-12 weeks ARO
Hardware Options (FRU)
Page 21 of 100
PDS880-8100 AxmpC Motherboard $ 7,800.00
PDS880-8101 Power Supply Assy $ 1,106.00
PDS880-8102 Alarm Board $ 395.00
PDS880-8108 256 MB Memory DIMM $ 833.00
PDS880-8109 Chassis $ 2,933.00
SME501-5500 400 MHz Processor w/ 4MB Cache $ 5,706.00
PDS880-8121 128 MB Memory DIMM $ 344.00
PDS880-8103 32X CD-ROM Assy module $ 140.00
PDS880-8105 4mm ▇▇-▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ Assy module $ 1079.00
PDS880-8104 Hard Drive Assy module)9.1 GB $ 457.00
PDS880-8106 Fan Tray Assembly Assy module $ 120.00
PDS880-8107 Air Filter Assembly $ 100.00
PDS501-4849 300 MHz Proc. module w/ 2MB Cache $ 2,600.00
PDS880-8120 HDD Assembly, 18GB $ 812.00
PDS880-8112 Intraserver cPCI Card (Quad Ethernet Dual SCSI) $ 1,912.00
PDS600-3810 Solaris 2.5.1 RTU only $ 476.00
PDS600-3904 Solaris 2.6 RTU only $ 242.00
PDS600-3920 ▇▇▇▇▇▇▇ ▇ ▇▇▇ only $ 210.00
Page 22 of 100
ATTACHMENT A1
iICE Box Assembly,
SPARC Ultra AXmp, 4GB Memory, 2 Disks, 1 Tape, 1 CDROM, 4 cPCI
--------------------------------------------------------------------------------
Abstract:
This specification establishes the requirements for an Intelligent
Processor Unit (IPU) meeting the operational, environmental, and
regulatory requirements of the Central Office (CO).
--------------------------------------------------------------------------------
Keywords:
--------------------------------------------------------------------------------
Location: ▇▇▇▇▇▇▇▇▇▇ Documentation/Data Management (DDM under
applicable part number.)
----------------------------------------------------------------------------------------------------------------------------------
1F 000705 Add Alcatel part numbers ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------------------------------------------------------------------------------------------------
1E 000620 Misc. corrections, add PDSI part ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
numbers, convert to Alcatel format
----------------------------------------------------------------------------------------------------------------------------------
1D 991217 Re-write External Resets Section ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
3.5
----------------------------------------------------------------------------------------------------------------------------------
1C 991214 Add alarm requirements, Section ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
3.4
----------------------------------------------------------------------------------------------------------------------------------
1B 991117 Regulatory Standards, Diff SCSI ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------------------------------------------------------------------------------------------------
1A 990803 Re-write to make generic ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------------------------------------------------------------------------------------------------
00 990702 Initial Draft ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
ED DATE CHANGE NOTE APPRAISAL AUTHORITY ORIGINATOR
----------------------------------------------------------------------------------------------------------------------------------
iICE Box Assembly,
SPARC Ultra AXmp, 4GB Memory, 2 Disks, 1 Tape, 1
CDROM, 4 cPCI.
Page 23 of 100
TABLE OF CONTENTS:
Scope......................................................... 28
Acronyms................................................ 28
Applicable documents.......................................... 29
Industry................................................ 29
Military................................................ 29
Telcordia (Formally ▇▇▇▇ Communications Research)...... 30
Alcatel USA............................................. 31
Requirements.................................................. 32
General................................................. 32
Order of Precedence................................ 32
Approved Suppliers................................. 32
Characteristics.................................... 33
Special or Critical Requirements................... 33
General IPU Configuration............................... 34
Hardware........................................... 34
Processor Module..................................... 35
Memory Modules....................................... 35
SCSI Devices......................................... 36
Hard Disk Drives.................................. 36
Tape Drive........................................ 37
CDROM Drive....................................... 37
Compact PCI Cards.................................... 38
Software........................................... 39
Operating System..................................... 39
Manufacturer Specific Software....................... 39
Disk Partitioning.................................. 39
Electrical Requirements................................. 40
Input Power........................................ 40
Internal Power Capacity............................ 40
Grounding.......................................... 41
Circuit Breakers................................... 41
Alarms.................................................. 42
Fan Alarm.......................................... 42
Power Input / Breaker Fail Alarm................... 42
Power Output Fail Alarm............................ 43
Out Of Tolerance Levels.............................. 43
Processor Fail Alarm............................... 43
Alarm Board Fail Alarm............................. 44
Programmable Time Intervals........................ 44
Standby-to-Active.................................... 44
Processor Heartbeat Check............................ 44
Reset Delay Time..................................... 44
External Resets......................................... 45
Push Button Resets................................. 45
System Reset......................................... 45
Alarm Card Reset..................................... 45
External Reset .................................... 45
Page 24 of 100
Reset Protocol..................................... 46
Displays................................................ 47
Lamp Test.......................................... 47
Physical Interface Requirements......................... 48
Power.............................................. 48
Test Points........................................ 48
Alarms and External Resets......................... 49
Serial Ports....................................... 50
LAN Ports.......................................... 50
SCSI Ports......................................... 51
Optional Jumpers/Terminators............................ 52
Hard Disk Drive Configuration...................... 52
Compact PCI Cards.................................. 52
Mechanical Requirements................................. 53
Dimensions......................................... 53
Materials.......................................... 53
Finishes........................................... 53
Marking............................................ 54
Air Flow........................................... 54
Environmental Requirements.............................. 55
Electromagnetic Compatibility........................... 56
Product Safety.......................................... 57
Product Change Notice................................... 58
Data Requirements....................................... 58
Documentation........................................... 58
Quality Assurance Provisions.................................. 59
General Requirements.................................... 59
Qualification requirements......................... 59
Qualification failure.............................. 59
Qualification data................................. 59
Use of vendor supplied data........................ 59
Re-qualification................................... 60
Periodic re-qualification.......................... 60
Flammability requirements.......................... 60
Quality................................................. 61
Quality Program.................................... 61
Workmanship........................................ 61
Quality Inspection Plans........................... 61
Quality Reports.................................... 61
Quality Audits..................................... 61
Reliability............................................. 62
Required MTBF...................................... 62
Design Reviews..................................... 62
Component Parts.................................... 62
Aluminum Electrolytic Capacitors................... 62
Potentiometers..................................... 62
Derating Guidelines................................ 63
Burn-in............................................ 63
EMI................................................ 63
Alcatel Engineering Approval............................ 64
Safety Agency Approval.................................. 64
Page 25 of 100
Warranty................................................ 64
PACKAGING..................................................... 65
Packaging Requirements.................................. 65
Shielding Material...................................... 65
Anti-Static Material.................................... 65
Unit Container Marking.................................. 65
Exterior Shipping Container Marking..................... 65
Notes......................................................... 66
Handling .............................................. 66
Return of defective devices............................. 66
Page 26 of 100
LIST OF FIGURES:
Figure 1. Mechanical Outline and Dimensions..............................67
Figure 2. Front Panel....................................................68
Figure 3. Rear Panel.....................................................68
Figure 4. Recommended Reset Circuit......................................69
LIST OF TABLES:
Table 1. Major IPU Components............................................34
Table 2. Approved Processor Modules......................................35
Table 3. Approved Memory DIMMs...........................................35
Table 4. SCSI Device IDs.................................................36
Table 5. Approved Hard Disk Drives.......................................36
Table 6. Approved Tape Drives............................................37
Table 7. Approved CDROM Drives...........................................37
Table 8. Approved cPCI Cards.............................................38
Table 9. Included Operating System Software..............................39
Table 10. Manufacturer Specific Software.................................39
Table 11. DC Voltage Out of Tolerance Levels.............................43
Table 12. Serial Port Connections........................................50
Table 13. Hard Disk Drive Configuration..................................52
Table 14. Environmental Requirements.....................................55
Table 15. Electromagnetic Compatibility (EMC)............................56
Table 16. Product Safety Requirements....................................57
Page 27 of 100
Scope
This specification establishes the requirements for an Intelligent
Processor Unit (IPU) meeting the operational, environmental, and
regulatory requirements of the Central Office (CO). The unit
consists of one (1) 24" rack mount chassis, one (1) SPARC Ultra
AXmp type motherboard, up to four (4) UltraSPARC II CPU modules, up
to 4GB DIMM memory, one (1) tape drive, two (2) disk drives, one
(1) CDROM, four (4) compact PCI slots, alarm circuitry, as well as,
the necessary power and cooling subsystems.
ACRONYMS
Amp(s) Ampere(s)
ANSI American National Standards Institute
AVL Approved Vendor List
AWG American Wire Gauge
CDROM Compact Disk Read Only Memory
CO Central Office
cPCI Compact PCI
CPU Central Processor Unit
CSA Canadian Standards Association
DC Direct Current
DSC Alcatel USA (Formally DSC Communication Corporation)
EIA Electronic Industries Association
EMI ElectroMagnetic Interference
ESD ElectroStatic Discharge
FCC Federal Communications Commission
GB GigaByte
ID IDentification
IPU Intelligent Processor Unit
MTBF Mean Time Between Failure
PCI Peripheral Component Interconnect
PDSI Pinnacle Data Systems Inc.
PN Part Number
SCSI Small Computer Systems Interface
SIMM Single Inline Memory Module
SPARC Scalable Processor Architecture Reduced instruction set Computer
SUN SUN Microsystems Inc.
TTL Transistor - Transistor Logic
UL Underwriters Laboratory
V Volts
VDC Volts Direct Current
Page 28 of 100
Applicable documents
The following documents and specifications form a part of this
specification to the extent specified herein.
INDUSTRY
ANSI/EIA Rack, Panels, and Associated Equipment
STD310
EIA IS-5-A Packaging material standards for ESD sensitive items
UL 94 Test for Flammability of Plastics Material for Parts in Devices and Appliances
UL 1950 Standard for Safety of Information Technology Equipment, 3rd edition July 28, 1995
CSA 950 CAN/CSA-C22.2 No. 950-95, Standard for Safety of Information Technology
Equipment, 3rd edition July 28, 1995
CSA Standard C108.8-M1983 REV 1/1/1988
Canadian Radio Interference Regulation Amendment Dated 9/15/88, CS-3
FCC Rules and Regulations, Part 15, Subpart B, Class A Radio Frequency Devices, July 1981
IPC-610B Workmanship Standards for Electronic Equipment
MILITARY
MIL-STD-883 Test Methods and Procedures for Microelectronics
MIL-STD-130 Military Standard Identification Marking of U.S. Military Property
MIL-F-14072 Finishes for Ground Electronic Equipment
MIL-STD-889 Dissimilar Metals
Page 29 of 100
TELCORDIA (FORMALLY ▇▇▇▇ COMMUNICATIONS RESEARCH)
GR-78-CORE Generic Requirements for the Physical Design and Manufacture of
Telecommunications Products and Equipment, Issue 1, September 1997
TR-332 Reliability Prediction Procedure, Issue 6, September 1997
TR-NWT-000357 Generic Requirements for Assuring the Reliability of Components used
in Telecommunications Equipment, Issue 2, December 1993
GR-63-CORE Network Equipment Building Standard, Issue 1, October 1995
TR-NWT-000029 Service Control Point Node Generic Requirements, Issue 1, September
1990
TR-NWT-000284 Reliability and Quality Switching Systems Generic Requirements, Issue
2, December 1993
GR-1252-CORE Quality System Generic Requirements for Hardware, Issue 1, May 1995
GR-1089-CORE Electromagnetic Compatibility and Electrical Safety - Generic Criteria
for Network Telecommunications Equipment, Issue 2, November 1997
Page 30 of 100
ALCATEL USA
Label, Software Shutdown
Label, Servicing
▇▇▇-▇▇▇▇-▇▇▇ DSC Packaging Specification
▇▇▇-▇▇▇▇-▇▇▇ Paint, Polyurethane, Black, Textured
▇▇▇-▇▇▇▇-▇▇▇ Process Specification, Conductive Coating
▇▇▇-▇▇▇▇-▇▇▇ DSC Derating Guidelines
▇▇▇-▇▇▇▇-▇▇▇ DSC Workmanship Standards Manual 1 - PCB Assembly Requirements
▇▇▇-▇▇▇▇-▇▇▇ Supplier Quality Systems Requirements Specification
▇▇▇-▇▇▇▇-▇▇▇ Approved Vendor List (AVL) Procedure
007-0000-115 Supplier Product Change Notice & Discontinuance (Obsolescence) Notice
Procedure
▇▇▇-▇▇▇▇-▇▇▇ Supplier Product Change Notice Procedure
▇▇▇-▇▇▇▇-▇▇▇ Label, Silver, Adhesive Backed, Serial Number
▇▇▇-▇▇▇▇-▇▇▇ General Specification for OEM Equipment
▇▇▇-▇▇▇▇-▇▇▇ Label, Caution, Power, Disk Drive
8BD 0000 1000 QRZZA Quality Manual, Revision 6, August 1999
3EM 04772 xxxx UDZZA Specific configurations
Page 31 of 100
Requirements
GENERAL
The IPU is a highly reliable, SPARC based processing platform that
simultaneously supports multiple database-related Intelligent
Network services, intended to support a large subscriber base and
to provide a high number of Transactions Per Second (TPS).
All major IPU components are Field Replaceable Units (FRUs) from
the front with the exception of the cPCI cards. The cPCI cards are
accessible from the rear of the IPU.
The IPU consists of a SPARC based motherboard and CPU(s) along with
the necessary memory, disks, tape drive, and CDROM drive. In
addition to these basic compute and storage needs, the necessary
cooling and alarming are designed in to meet the environmental,
operational, and regulatory requirements of a CO.
The FAST IPU is designed for deployment in N+1 configurations and
is not considered to be "Fault Tolerant".
Order of Precedence
In the event of a conflict between the text of this specification
and the references cited herein, the precedence in which the
requirements shall govern, in descending order, is as follows:
A. This specification.
B. Documents referenced in the Applicable documents Section of
this document utilizing the revision in effect at the time
of placement of the Alcatel purchase order.
Approved Suppliers
Parts furnished under this specification shall be purchased from
suppliers in accordance with the Approved Vendor List Procedure,
▇▇▇-▇▇▇▇-▇▇▇.
Supplier names and part numbers listed in this document are for
reference only, unless they have no associated Alcatel part number.
Page 32 of 100
Characteristics
The electrical and mechanical characteristics shall be in
accordance with those published by the approved manufacturer for
the device or part specified herein and as contained in the
attachments. A change in the published information, made after the
date of listing on the AVL, is considered a change of process and
is subject to the same notification requirements as defined in the
Supplier Product Change Notice Procedure, ▇▇▇-▇▇▇▇-▇▇▇ or
007-0000-115.
Special or Critical Requirements
In the event a special or critical requirement is identified, that
requirement will be noted and documented herein.
The manufacturer shall supply a detailed specification for each FRU
assembly to Alcatel USA. This specification shall include, as a
minimum:
1. Reliability report
2. Schematic
3. Functional Description
4. Parts List
5. Fabrication Drawing
6. Assembly Drawing
7. Test Specification
8. Qualification Test Report
Page 33 of 100
GENERAL IPU CONFIGURATION
Hardware
IPUs are configured for a 24-inch rack mount chassis. This section
details all of the possible subassemblies that can be used within
the chassis. The exact configuration of the IPU will be handled by
individual Alcatel USA part numbers.
See Alcatel specification 3EM 04772 xxxx UDZZA for the specific
configurations.
-----------------------------------------------------------------------------------------------------------------------
Manuf. Manuf. PN Alcatel PN Description Qty
-----------------------------------------------------------------------------------------------------------------------
PDSI 880-8109 3EM 04662 AA 4U Rackmount Enclosure Assembly 1
-----------------------------------------------------------------------------------------------------------------------
PDSI 880-8100 3EM 04652 AA AXmp+C Main Motherboard Assembly 1
-----------------------------------------------------------------------------------------------------------------------
PDSI * * UltraSPARC II processor module Up to 4
-----------------------------------------------------------------------------------------------------------------------
PDSI * * Kit Memory DIMMs 4 or 8
-----------------------------------------------------------------------------------------------------------------------
PDSI * * Hard Disk Drive Assembly 1 or 2
-----------------------------------------------------------------------------------------------------------------------
PDSI * * DAT Tape Drive Assembly 1
-----------------------------------------------------------------------------------------------------------------------
PDSI * * CDROM Drive Assembly 1
-----------------------------------------------------------------------------------------------------------------------
PDSI 880-8101 3EM 04621 AA Power Supply Assembly 1
-----------------------------------------------------------------------------------------------------------------------
PDSI 270-8115 3EM 04621 AB Power Supply Air Deflector Assembly 1
-----------------------------------------------------------------------------------------------------------------------
PDSI 880-8102 3EM ▇▇▇▇▇ ▇▇ Alarm Assembly 1
-----------------------------------------------------------------------------------------------------------------------
PDSI 880-8106 3EM 04653 AA Cooling Fan Assembly 1
-----------------------------------------------------------------------------------------------------------------------
PDSI 880-8107 3EM ▇▇▇▇▇ ▇▇ Air Filter Assembly 1
-----------------------------------------------------------------------------------------------------------------------
* see the tables in the following paragraphs
Table 1. Major IPU Components
Page 34 of 100
PROCESSOR MODULE
The motherboard shall be capable of accommodating the UltraSPARC II
family of processor modules.
------------------------------------------------------------------------------------------------------------
Manuf. Manuf. PN Alcatel PN Description
------------------------------------------------------------------------------------------------------------
PDSI 501-4849 3EM 04650 AA UltraSPARC II processor module, 300MHz,
2MB cache
------------------------------------------------------------------------------------------------------------
SUN ▇▇▇ ▇▇▇ UltraSPARC II processor module, 400MHz,
2MB cache
------------------------------------------------------------------------------------------------------------
PDSI 501-5420 3EM 04650 AB UltraSPARC II processor module, 400MHz,
4MB cache
------------------------------------------------------------------------------------------------------------
Table 2. Approved Processor Modules
MEMORY MODULES
The system shall have two banks of memory. Each bank shall support
8 DIMM memory modules, for a total of 16 memory modules. The system
minimum memory configuration is 512MB (eight 64MB). The maximum
memory configuration is 4096MB (sixteen 256MB).
Note: The 64MB DIMMs are not recommended, thus no part number
information is given here.
------------------------------------------------------------------------------------------------------------
Manuf. Manuf. PN Alcatel PN Description
------------------------------------------------------------------------------------------------------------
PDSI 880-8121 3EM 04651 AB 256MB DIMM Memory Kit (two 128MB
sticks)
------------------------------------------------------------------------------------------------------------
PDSI 880-8108 3EM 04651 AA 512MB DIMM Memory Kit (two 256MB
sticks)
------------------------------------------------------------------------------------------------------------
Table 3. Approved Memory DIMMs
Page 35 of 100
SCSI DEVICES
The SCSI devices shall be installed in the chassis as shown in
Figure 2. All devices shall be of type Ultra Wide SCSI (16 bit,
40MB/s). The SCSI IDs shall be set according to the following
table. Termination resistors shall not be installed on any of the
SCSI devices.
--------------------------------------------
SCSI Device SCSI ID
--------------------------------------------
Disk 1 (boot) 0
--------------------------------------------
Disk 2 (application) 1
--------------------------------------------
Tape 4
--------------------------------------------
CDROM 6
--------------------------------------------
Table 4. SCSI Device IDs
The SCSI IDs shall be easily set using a rotary switch located on
the shuttle assembly.
Hard Disk Drives
The IPU shall use SCSI hard disk drive(s) that have passed the
required Alcatel USA qualification process and shall be capable of
no less than 9GB in storage capacity. A minimum of two shuttle bays
shall be provided exclusively for the use of disk storage. The hard
disk shall be mounted on a shuttle and removable from the front of
the IPU for ease of servicing. The disk drives shall be capable of
working with the Solaris operating system from SUN.
---------------------------------------------------------------------------------------------------------------
Manufacturer Manuf. PN Alcatel PN Description
---------------------------------------------------------------------------------------------------------------
PDSI 880-8104 3EM 04622 AB 9GB SCSI Disk Drive Assembly
---------------------------------------------------------------------------------------------------------------
PDSI 880-8120 3EM 04622 AA 18GB SCSI Disk Drive Assembly
---------------------------------------------------------------------------------------------------------------
Table 5. Approved Hard Disk Drives
Page 36 of ▇▇▇
▇▇▇▇ ▇▇▇▇▇
The IPU shall optionally be equipped with a SCSI 4mm DDS-3 tape
drive that has passed the required Alcatel USA qualification
process and shall be capable of no less than 8GB in storage
capacity. The tape drive shall be mounted on a shuttle and
removable from the front of the IPU for ease of servicing. The tape
drive shall be capable of working with the Solaris operating system
from SUN.
-------------------------------------------------------------------------------
Manufacturer Manuf. PN Alcatel PN Description
-------------------------------------------------------------------------------
PDSI 880-8105 3EM 04640 AA 24GB DDS3 DAT Tape
Drive Assembly
-------------------------------------------------------------------------------
Table 6. Approved Tape Drives
CDROM Drive
The IPU shall optionally be equipped with a SCSI CDROM drive that
has passed the required Alcatel USA qualification process. The
CDROM drive shall be mounted on a shuttle and removable from the
front of the IPU for ease of servicing. The CDROM drive shall be
capable of working with the Solaris operating system from SUN.
-------------------------------------------------------------------------------
Manuf. Manuf. PN Alcatel PN Description
-------------------------------------------------------------------------------
PDSI 880-8103 3EM ▇▇▇▇▇ ▇▇ 40X CD-ROM
Drive Assembly
-------------------------------------------------------------------------------
Table 7. Approved CDROM Drives
Page 37 of 100
COMPACT PCI CARDS
The IPU shall optionally be equipped with up to four (4) cPCI cards
that have passed the required Alcatel USA qualification process.
The cPCI cards are removable from the rear of the IPU. Each card
shall be supplied with the corresponding driver software. See
Figure 3 for the location of the cPCI slots.
-------------------------------------------------------------------------------
Manuf. Manuf. PN Alcatel PN Description
-------------------------------------------------------------------------------
PDSI 880-8112 3EM 04661 AA Intraserver Quad
Ethernet, Dual SCSI
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
NOTE: The PDSI cPCI backplane accommodates 5 cPCI cards. The Intraserver card
occupies the first slot leaving 4 slots available.
Table 8. Approved cPCI Cards
Page 38 of 100
Software
OPERATING SYSTEM
IPUs are supported with standard SUN Solarus operating system
software products. One of the Run Time Licenses for the following
software packages listed below, are to be supplied with each unit.
The version shall be indicated on the Alcatel purchase order.
-------------------------------------------------------------------------------
Manuf. Manuf. PN Alcatel PN Description
-------------------------------------------------------------------------------
PDSI 600-3811 TBD Solaris release 2.5.1 with
patches (Y2K)
-------------------------------------------------------------------------------
PDSI 600-3904 TBD Solaris release 2.6
-------------------------------------------------------------------------------
PDSI 600-3920 TBD Solaris release 7
-------------------------------------------------------------------------------
Table 9. Included Operating System Software
MANUFACTURER SPECIFIC SOFTWARE
The manufacturer shall supply all driver and related software for
all parts associated with the device which are not part of the
Solaris software. These can include but are not limited by,
specific alarm software, specific cPCI card driver software.
-------------------------------------------------------------------------------
Manuf. Manuf. PN Alcatel PN Description
-------------------------------------------------------------------------------
PDSI 600-3926 TBD PDSI patches and alarm
software
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Table 10. Manufacturer Specific Software
Disk Partitioning
The disk drive partitioning is subject to the software load to be
installed on the IPU. The software loading procedure for each load
will list the partitioning information for each of the disk drives
included in the IPU.
Page 39 of 100
ELECTRICAL REQUIREMENTS
Input Power
The IPU shall have two external -48VDC inputs for power sources.
The IPU shall be able to operate over an input range from -42 to
-56 volts. Even though the primary inputs may feed into a single
power supply, the inputs must be isolated to prevent a failure of
one input upon the loss of the other. In normal operation, the two
power sources shall operate in a load sharing mode. Upon the
failure of one power input, the other power input shall assume the
entire load for the chassis.
Each of the two power inputs shall be located in separate
connectors located on the back of the IPU, see Figure 3.
Isolated test points shall be placed on the back of the IPU to
measure the difference in voltage between the two power inputs and
the point where the two sources are internally combined to feed the
single power supply, see Figure 3.
Internal Power Capacity
The IPU power supply shall be able to supply all of the
subassemblies with the proper voltages and current that each
subassembly requires. Sufficient over-capacity should be available
for future growth of the IPU peripherals.
Page 40 of 100
Grounding
Logic ground, chassis ground, and the -48V return shall be isolated
from each other. Peripherals such as disk drives that have metal
enclosures connected to logic ground shall be isolated from the
disk shuttles to prevent a connection to frame ground.
The grounding terminal for logic ground shall be located at the
center pin of both of the -48V power entry connectors, see Figure
3.
The grounding terminal for each -48V return shall be located at the
third pin of both of the -48V power entry connectors, see Figure 3.
The IPU shall have a chassis (frame) ground terminal located on the
back of the IPU. This terminal shall have an 12 inch long, green
#14 AWG wire attached terminating with a #10 ring lug (AMP part
number 34161 or equivalent).
Circuit Breakers
Each -48V power input shall have a slow trip circuit breaker with a
capacity of 20 Amps. The breakers shall have a toggle switch which
will allow the breakers to be opened manually, see Figure 3. The
breakers will indicate through a separate pair of contacts if the
circuit breaker has tripped. The breaker sense contacts shall be
normally closed when the breakers are conducting current. When
tripped, the breaker sense line shall show an open state. (Airpax
IEL series with auxiliary switch or equivalent with 80VDC
capability shall be used.) A switch guard is required that will
prevent accidental movement of the breaker on/off switch by
personnel.
Page 41 of 100
ALARMS
NOTE: THERE SHALL BE NO AUDIBLE ALARM ON THE IPU.
The IPU shall provide dry contact closure interfaces for the
following alarms.
1. Fan alarm
2. Power Input / Breaker Fail alarm
3. Power output Fail alarm
4. Processor Fail alarm
5. Alarm Board Fail alarm
The alarms shall be energized to a closed state during normal
operation. Whenever a failure state occurs, the interface shall
assume an open state. If input power fails, all alarm contacts
assume an open state. All alarms shall be placed in a connector
located on the back of the IPU, see Figure 3.
Fan Alarm
The fan alarm circuit shall normally remain closed unless a failure
with one or more of the IPU fans is detected. When a fan failure is
detected, the fan alarm circuit shall assume an open state. When
the condition clears, the alarm will automatically reset.
Power Input / Breaker Fail Alarm
The power input / breaker fail alarm circuit shall normally remain
closed unless a failure is detected on one or both of the -48V
inputs, or at a sense point after the diode OR'ing, or on one or
both of the power breakers. When a power input / breaker failure is
detected, the power input / breaker fail alarm circuit shall assume
an open state. When the condition clears, the alarm will
automatically reset.
Page 42 of 100
Power Output Fail Alarm
The power output fail alarm circuit shall normally remain closed
unless a failure or out of tolerance condition is detected on any
of the internal DC power supply output voltages. When an internal
power fault or out of tolerance condition is detected, the power
output fail alarm circuit shall assume an open state. When the
condition clears, the alarm board circuitry will initiate a restart
to re-evaluate the alarm conditions. This alarm circuit is intended
to monitor only the internal IPU power supply.
OUT OF TOLERANCE LEVELS
Out of tolerance level for the power supply are defined as follows:
-----------------------------------------------------------
DC Voltage Out of Tolerance Levels
-----------------------------------------------------------
* |3.3| **** +/- 3%
-----------------------------------------------------------
+3.3 **** +/- 3%
-----------------------------------------------------------
+5 **** +/- 5%
-----------------------------------------------------------
-5 **** +/- 5%
-----------------------------------------------------------
+12 **** +/- 5%
-----------------------------------------------------------
-12 **** +/- 5%
-----------------------------------------------------------
** |12| **** +/- 5%
-----------------------------------------------------------
Table 11. DC Voltage Out of Tolerance Levels
Processor Fail Alarm
The processor fail alarm circuit shall normally remain closed
unless an abnormal condition within the processor is detected. When
an abnormal condition is detected, the processor fail alarm shall
assume an open state. When the condition clears, the alarm will
automatically reset.
The alarm card shall have a watchdog timer circuit to monitor
processor activity. During normal operation, the processor sends a
heartbeat (keep-alive signal) via a daemon background program to
the alarm card, preventing the watchdog timer from expiring. When a
processor failure occurs, the heartbeat signal stops. The alarm
card will no longer detect the heartbeat signal from the processor,
and declares the alarm.
/1/ * represents less then
/2/ ** represents greater then
/3/ **** represents greater then equal to
Page 43 of 100
Alarm Board Fail Alarm
The alarm board fail alarm circuit shall normally remain closed
unless an failure condition is detected. This can be implemented by
a watchdog timer which is periodically reset by onboard firmware.
If the alarm board fails, the watchdog timer will expire and the
circuit will assume an open state. When the condition clears, the
alarm will automatically reset.
Depending upon the implementation, this alarm may not be required.
For instance, a card containing only alarm sensing with no
intelligence.
Programmable Time Intervals
The alarm card shall have three programmable time intervals. The
time intervals may be set using jumpers or switches. The preferred
method is via a command from the processor. An ASCII file on disk
can be used by the processor to set the time intervals.
The timing of the signals shall be +/-10% or better.
STANDBY-TO-ACTIVE
The Standby-to-Active (S2A) time is the amount of time that the
alarm card will remain in the standby state waiting for a CPU
heartbeat. The settings shall be 10-180 seconds at 10 second
intervals. The default time shall be 180 seconds.
PROCESSOR HEARTBEAT CHECK
The Processor Heartbeat Check (PHC) time is the amount of time that
the alarm card will wait between checking for a received heartbeat
signal from the processor. The settings shall be 10-60 seconds at
10 second intervals. The default time shall be 60 seconds.
RESET DELAY TIME
The Reset Delay Time (RDT) is the amount of time the alarm card
will wait between the receipt of a reset signal (and issuance of a
halt signal to the processor) and the application of the hardware
reset. The setting shall be 30-240 seconds at 30 second intervals.
The default time shall be 120 seconds.
Page 44 of 100
EXTERNAL RESETS
Push Button Resets
SYSTEM RESET
The IPU shall contain an external system reset push button switch.
The location may be either on the front or on the back of the IPU.
Activating this switch shall cause the reset protocol listed below
to be executed. A switch guard is required that will prevent
accidental movement of the system reset push button switch.
ALARM CARD RESET
The IPU shall contain an alarm card reset push button switch. The
location may be either on the front or on the back of the IPU.
Activating this switch shall cause the alarm card to execute a
power up restart. A switch guard is required that will prevent
accidental movement of the alarm card reset push button switch.
Depending upon the implementation, the alarm card reset switch may
not be required. For instance, a card containing only alarm sensing
with no intelligence.
External Reset
The IPU shall provide a means to externally initiate a system reset
via either of two system reset interfaces located in the same
connector with the alarms on the back of the IPU. The IPU shall
reboot, following the reset protocol listed below, whenever a reset
signal is detected on either of the two reset interfaces.
Each reset interface has two signals; RESET and RESET RETURN. There
are currently two different implementation of the driver circuit,
see Figure 3. The recommendation is to use a TTL compatible input
with a pullup resistor and logic ground as the interface for each
of the two reset circuits.
Page 45 of 100
Reset Protocol
Upon assertion of one of the system reset inputs for 150
milliseconds or longer, the follow procedure will be performed.
1. The alarm card detects and validates the system reset
switch or one of the external system reset inputs.
2. The alarm card issue a HALT message to the processor for
an orderly system shutdown.
3. The alarm card wait for the pre-programmed (or default)
Reset Delay Time to allow for the completion of file
synchronization.
4. The alarm card applies the appropriate hardware reset to
the main IPU board to reset all CPUs.
5. The alarm card restarts it's on-board firmware.
6. The system initiate a normal power-up sequence.
Page 46 of 100
DISPLAYS
The IPU shall provide, as a minimum, the following indicators. See
Figure 2.
1. Fan Alarm Indicator located on the front panel of the
IPU shall be green for normal condition
and red whenever a fan failure is
detected.
2. Power Input Alarm Indicator located on the front panel of the
IPU shall be green for normal condition
and red whenever any circuit breaker or
power input to the IPU has failed.
3. Power Output Alarm Indicator located on the front panel of the
IPU shall be green for normal condition
and red whenever an internal power fail
condition is detected.
4. Activity Status Indicator located on the front panel of the
IPU shall be green for normal condition
and red whenever a failure condition
within the processor unit is detected.
5. Standby Status Amber indicator located on the front panel
of the IPU shall be lit whenever the
processor is assigned to the standby
state.
6. Power Indicator Green indicator located on the back panel
of the IPU shall be lit whenever -48V is
applied to the internal power supply.
7. Alarm Card Indicator located on the front panel of the
IPU shall be green for normal condition
and red whenever the alarm card has
failed
Lamp Test
The IPU shall contain a lamp test button located on the front panel
that will turn all of the single colored lamps on the front panel
"on" and "off" while pushed. Also, all multicolored lamps will
alternate through the various colors and "off" while the button is
pushed.
Page 47 of 100
PHYSICAL INTERFACE REQUIREMENTS
All of the physical interface connections shall be located on the
rear of the chassis. See Figure 3.
Power
Connectors J2-A (-48V "A") and J3-B (-48V "B") are for the DC power
input and shall be polarized three pin AMP Mate-N-Lok connectors.
Pin assignments shall be as follows:
Pin 1. -48 volts
Pin 2. Logic ground
Pin 3. -48 volt return
The following AMP part numbers or equivalent shall be used:
Housing 770025-1
Crimp Socket 193797-1
The mating AMP connector part number is:
Mating Housing 770018-1
Mating Crimp Pin 193796-1 (for 10 AWG wire)
Each DC power input shall be protected by a circuit breaker as
specified in the Circuit Breakers Section.
Test Points
Isolated test points for each DC power input and for the point
where the two input sources are combined are available at the back
of the IPU. Standard test probes may be used.
Page 48 of 100
Alarms and External Resets
All alarm outputs and the two reset inputs shall be placed in a
single 15 pin "D" type female connector with 4-40 screw lock
fasteners. The following AMP part number is currently used as the
Alcatel mating connector:
Mating Connector AMP PN 747322-3
The pinout of the Alarm/Reset connector shall be as follows:
Pin No. Signal Name
------ -----------
1 Fan Alarm
2 Fan Alarm Return
3 Power Input/Breaker Alarm
4 Power Input/Breaker Alarm Return
5 Processor Alarm
6 Processor Alarm Return
7 Power Output Alarm
8 Power Output Alarm Return
9 Alarm Board Failure
10 Alarm Board Failure Return
11 Reset 1
12 Reset 1 Return
13 Reset 2
14 Reset 2 Return
15 No connection
Page 49 of 100
Serial Ports
The IPU shall have four (4) serial ports located on the rear of the
chassis. Two ports are programmable to operate in synchronous mode
or asynchronous mode, while two are only asynchronous. In
asynchronous mode, each port is independently programmable to
operate at various baud rates. In synchronous mode, either a
programmable clock or an external clock source may be used.
Each port shall be an RS-232 DTE device interfaced with a standard
25 pin `D' type female connector with 4-40 screw lock fasteners.
The following signals shall be supported:
-------------------------------------------------------------------------
PIN SIGNAL NAME PIN SIGNAL NAME
-------------------------------------------------------------------------
1 14
-------------------------------------------------------------------------
2 TXD 15 TRXC *
-------------------------------------------------------------------------
3 RXD 16
-------------------------------------------------------------------------
4 RTS 17 RXC *
-------------------------------------------------------------------------
5 CTS 18
-------------------------------------------------------------------------
6 DSR 19
-------------------------------------------------------------------------
7 Logic Ground 20 DTR
-------------------------------------------------------------------------
8 DCD 21
-------------------------------------------------------------------------
9 22
-------------------------------------------------------------------------
10 23
-------------------------------------------------------------------------
11 +12 Volts 24 TXC *
-------------------------------------------------------------------------
12 +12 Volt Return 25
-------------------------------------------------------------------------
13
-------------------------------------------------------------------------
* for synchronous ports only
Note : Pins without signal names have no connection.
Table 12. Serial Port Connections
The +12 Volt connections are to provide power for an external
optical isolator. The estimated maximum current draw is 0.030 amps.
There shall be a jumper option to disconnect the power from these
pins.
LAN Ports
The IPU shall have four (4) 10/100-Base-T(x) ethernet ports located
on the rear of the chassis. Each port shall support auto sensing
for speed independent of the other ports. Speed sensing is
performed in accordance with the IEEE 802.3u auto-negotiation
standard.
The connector for each port shall be a shielded, 8 position, RJ-45
female connector. The connector shall mate with AMP PN 5-569542-*.
Page 50 of 100
SCSI Ports
The IPU shall have two (2) Ultra Wide SCSI ports (16bit, 40MB/s,)
located at the rear of the chassis. Each port shall be configurable
for either single-ended or differential operation. Each connector
is a 68 pin high density `D' connector compatible with the SCSI-2
specification such as AMP PN 749076-7. Each port shall be capable
of driving up to 16 devices with a total cable length not to exceed
3 meters.
Each of the two SCSI ports shall be an independent SCSI port. Each
of the initiator IDs shall be easily set by separate jumpers or
switches to any of the possible 16 device IDs.
A jumper option shall allow for the enabling/disabling of the SCSI
termination. A second shall allow for the enabling/disabling of
termination power.
Page 51 of 100
OPTIONAL JUMPERS/TERMINATORS
Hard Disk Drive Configuration
The disk drives shall have the following jumper configuration.
-------------------------------------------------
Function Position
-------------------------------------------------
External LED Not used
-------------------------------------------------
SCSI Parity Enabled
-------------------------------------------------
Delay Start 6/12 Disabled
-------------------------------------------------
Auto Start Delay Disabled
-------------------------------------------------
Enable TI-SDTR Disabled
-------------------------------------------------
Unit Attention Disabled
-------------------------------------------------
SCSI Terminator Disabled
-------------------------------------------------
Auto Spin Up Enabled
-------------------------------------------------
SCSI ID *
-------------------------------------------------
* Specified in the SCSI Devices Section
Table 13. Hard Disk Drive Configuration
Compact PCI Cards
To Be Determined
Page 52 of 100
MECHANICAL REQUIREMENTS
Dimensions
Overall dimensions are shown in Figure 1. The front panel
dimensions are for a four (4) RETMA UNIT panel in accordance with
ANSI/EIA Standard 310.
The following tolerances shall apply unless otherwise specified:
Two decimal places +/- 0.02"
Three decimal places +/- 0.010"
Angles +/- 1 degree
Up to 0.250" hole size +/- 0.003"
Above 0.250" hole size +/- 0.005"
All dimensions are in inches and include applied finishes
All burrs and sharp edges shall be removed prior to finishes being
applied.
Materials
Metallic materials shall be selected using good engineering
judgment.
Non-metallic materials shall be flame rated V-0 in accordance with
UL94. Refer to GR-63-CORE Section 4.3 Fire Resistance.
Finishes
Surface finishes shall be in accordance with MIL-F-14072, and shall
be "Alcatel Black" in accordance with Alcatel specification
▇▇▇-▇▇▇▇-▇▇▇.
For areas requiring metal to metal electrical contact for safety,
EMI, or ESD purposes; masking over conductive areas is required
prior to the paint application including contacts between the front
panel and mounting rails per ▇▇▇-▇▇▇▇-▇▇▇ or equivalent as approved
by Alcatel engineering.
Page 53 of 100
MARKING
Part and subassembly marking shall be in accordance with
MIL-STD-130.
Each FRU shall be marked with the Alcatel USA part number and
serial number.
All interface connectors and lugs shall be marked with the
appropriate reference designator or function as shown in Figure 3.
The manufacturer shall apply an identification label (or
silkscreen) to each IPU. This label shall be located of the back of
the IPU as show in Figure 3, and shall include a minimum of the
Alcatel USA part number, the revision level to which the IPU was
built, the manufacturer's name, a unique serial number, the date of
manufacture, and the appropriate agency approvals. See Figure 3.
The manufacturer shall leave blank areas on the back of the unit as
shown in Figure 3. These are for Alcatel's use.
No corporate logo shall be visible from the front of the IPU.
AIR FLOW
The IPU shall be capable of operating at the conditions stated in
the Environmental Requirements section.
The fan (if required) shall be fitted with filters which have a
minimum dust arrestance of 80% and a minimum fire rating of Class 2
in accordance with Section 8.1.3.3 of GR-78-CORE. The fan filters
shall be accessible from the front of the unit, and shall be easily
removable for cleaning or replacement without shutting down the
IPU.
The cooling air flow shall be from right to left when view from the
front of the IPU.
Page 54 of 100
ENVIRONMENTAL REQUIREMENTS
The IPU shall conform to the requirements specified in the
following table.
--------------------------------------------------------------------------------------------------------------------------------
CONDITIONS LIMITS Ext. Ref.
--------------------------------------------------------------------------------------------------------------------------------
Spatial NEBS 2000 Framework Criteria GR-63, Sec. 2&3
--------------------------------------------------------------------------------------------------------------------------------
Operating Temperature +41/Degree/F to +104/Degree/F GR-63, Sec. 4.1.2
+5/Degree/C to +40/Degree/C
--------------------------------------------------------------------------------------------------------------------------------
System Short Term Temperature +23/Degree/F to +122/Degree/F GR-63, Sec. 4.1.2
(**** 96 consecutive hours) -5/Degree/C to +50/Degree/C
--------------------------------------------------------------------------------------------------------------------------------
Non-operating Temperature -40/Degree/F to +158/Degree/F GR-63, Sec. 4.1.1
(**** 72 consecutive hours) -40/Degree/C to +70/Degree/C
--------------------------------------------------------------------------------------------------------------------------------
Operating Maximum Rate of Temp 54/Degree/F per hour GR-63, Sec. 4.1.2
Change 30/Degree/C per hour
--------------------------------------------------------------------------------------------------------------------------------
Operating Relative Humidity 5% to 85% GR-63, Sec. 4.1.2
--------------------------------------------------------------------------------------------------------------------------------
Short Term Relative Humidity 5% to 90% and *0.024 lbs of water per lb of dry air GR-63, Sec. 4.1.2
--------------------------------------------------------------------------------------------------------------------------------
Non-operating Relative Humidity 90% to 95% for 96 hrs at 40/Degree/C GR-63, Sec. 4.1.1
--------------------------------------------------------------------------------------------------------------------------------
Heat Dissipation 1450 W/m/2/ (134.7 W/ft/2/) - convection cooled GR-63, Sec. 4.1.4
1950 W/m/2/ (181.2 W/ft/2/) - internal forced fan air
Aisle-facing surface *** 38/Degree/C (100/Degree/F)
--------------------------------------------------------------------------------------------------------------------------------
Altitude 60 m (197 ft/ below sea level to 4000m (13,125 ft) above GR-63, Sec. 4.1.3
sea level at 50/Degree/C
--------------------------------------------------------------------------------------------------------------------------------
Fire Resistant Materials Composite oxygen index of 28% or greater and rated UL GR-63, Sec. 4.2.3
standard 94V-1 or better of ignitability
--------------------------------------------------------------------------------------------------------------------------------
Unpackaged Shock 0 to *10 kg (0 to *22 lb): 100mm (3.9 in ) drop GR-63, Sec. 4.3.2
10 to *25 kg (22 to *55.1 lb): 75 mm (3 in) drop
25 to *50 kg (55.1 to *110.2 lb): 50 mm (2 in) drop
50 kg or greater: 25 mm (1 in) drop
--------------------------------------------------------------------------------------------------------------------------------
Packaged Shock (Circuit packs and 0 to *10 kg (0 to *22 lb): 750mm GR-63, Sec. 4.3.1.1
other indiv. Components * 100 kg), (29.5 in ) drop
non-palletized) 10 to *25 kg (22 to *55.1 lb): 600 mm (23.6 in) drop
25 to *50 kg (55.1 to *110.2 lb): 525 mm (20.7 in) drop
50 to *100 kg (110.2 to *220.5 lb): 450 mm (18.5 in) drop
--------------------------------------------------------------------------------------------------------------------------------
Packaged Shock (components **** 100kg * 450 kg (992 lb): 300 mm (11.8 in) drop GR-63, Sec. 4.3.1.2
(frames), or palletized) **** 450 kg (992 lb): 150 mm (5.9 in) drop
--------------------------------------------------------------------------------------------------------------------------------
Transportation Vibration Refer to GR-63-CORE, Sec. 4.4.4 for pattern of 5-500Hz, GR-63, Sec. 4.4.4
0.5g-3.0g vibration
--------------------------------------------------------------------------------------------------------------------------------
Earthquake ▇▇▇▇ ▇ ▇▇-▇▇, ▇▇▇. 4.4.1
--------------------------------------------------------------------------------------------------------------------------------
Office Vibration 0.1g from 5-100Hz GR-63, Sec. 4.4.3
--------------------------------------------------------------------------------------------------------------------------------
Acoustic Noise *** 60 dBA GR-63, Sec. 4.6
--------------------------------------------------------------------------------------------------------------------------------
Airborne Contaminants Refer to GR-63-CORE, Sec. 4.5 GR-63, Sec. 4.5
--------------------------------------------------------------------------------------------------------------------------------
Illumination GR-63, Sec. 4.7
--------------------------------------------------------------------------------------------------------------------------------
Board Level ESD 8Kv & 15Kv GR-78, Sec. 9.4
--------------------------------------------------------------------------------------------------------------------------------
Table 14. Environmental Requirements
* represents less than
** represents greater than
*** represents less than or equal to
**** represents greater than or equal to
Page 55 of 100
ELECTROMAGNETIC COMPATIBILITY
The following table contains criteria covering Electromagnetic
Compatibility (EMC) necessary for equipment to perform reliably and
safely in a telephone network environment.
--------------------------------------------------------------------------------
DOMESTIC REQUIREMENTS:
--------------------------------------------------------------------------------
FCC PART 15, SUBPART B, Class A (class B is an objective)
--------------------------------------------------------------------------------
FCC PART 68 *
--------------------------------------------------------------------------------
BELLCORE GR-1089-CORE;
--------------------------------------------------------------------------------
Section 2 Electrostatic Discharge, (ESD)
--------------------------------------------------------------------------------
Section 3 Electromagnetic Interference
--------------------------------------------------------------------------------
Section 4 Lightning and AC Power Fault
--------------------------------------------------------------------------------
Section 5 Steady State Power Induction
--------------------------------------------------------------------------------
Section 6 DC Potential Difference
--------------------------------------------------------------------------------
EUROPEAN REQUIREMENTS:
--------------------------------------------------------------------------------
EN55022, ETS 300 386-1 sub-clause 7.2.3; Radiated Emissions,
Class A(Required); Class B (Objective)
--------------------------------------------------------------------------------
EN50082-1; Generic Immunity Standard Part 1: Domestic, Commercial & Light
Industry
--------------------------------------------------------------------------------
IEC 1000-4-2, Level 4 Electrostatic Discharge (ESD)
--------------------------------------------------------------------------------
IEC 1000-4-3, Level 2 Radiated Immunity
--------------------------------------------------------------------------------
IEC 1000-4-4, ▇▇▇▇▇ ▇ Fast Transient Immunity
--------------------------------------------------------------------------------
EN ▇▇▇▇▇-▇-▇, Level 2, ETS 300 386-1 sub-clause 6.4.2; Surge Immunity
--------------------------------------------------------------------------------
EN ▇▇▇▇▇-▇-▇, Level 2 Conducted Immunity
--------------------------------------------------------------------------------
EN 61000-4-11(1994): Voltage dips, short interruptions and voltage
variations; Immunity tests.
--------------------------------------------------------------------------------
ITU-T Recommendation K.20 (1993): Resistibility of telecommunications
switching equipment to over-voltages
and over-currents.
--------------------------------------------------------------------------------
ETS 300 132-2 (1996): Equipment Engineering; Power supply interface at the
input to telecommunications equipment Part 2:
Operated by Direct Current (DC).
--------------------------------------------------------------------------------
ETS 300 386-1 & -2 Telecommunication network equipment EMC requirements *
--------------------------------------------------------------------------------
ETS 300 126 ISDN EMC requirements *
--------------------------------------------------------------------------------
Australian Requirements:
--------------------------------------------------------------------------------
AS/NZS 3548
--------------------------------------------------------------------------------
International Requirements:
--------------------------------------------------------------------------------
CISPR 22, Class A (class B is an objective)
--------------------------------------------------------------------------------
ITU-T Recommendation K.27 (05/96); Protection against interference: Bonding
configurations & earthing inside a telecommunications building.
--------------------------------------------------------------------------------
NOTE: * Indicates additional requirements for products connected directly
to the public Telecommunication network
--------------------------------------------------------------------------------
Table 15. Electromagnetic Compatibility (EMC)
Page 56 of 100
PRODUCT SAFETY
The following table contains criteria covering electrical safety
necessary for equipment to perform reliably and safely in a
telephone network environment.
---------------------------------------------------------------
Product Safety
---------------------------------------------------------------
Domestic Requirements:
---------------------------------------------------------------
CSA 22.2 ▇▇. ▇▇▇ - ▇▇
---------------------------------------------------------------
▇▇ ▇▇▇▇ ▇▇▇▇▇ EDITION
---------------------------------------------------------------
BELLCORE GR-1089-CORE, Section 7, Electrical Safety Criteria
---------------------------------------------------------------
European Requirements:
---------------------------------------------------------------
EN 60950 with amendments A1, A2 & A3.
---------------------------------------------------------------
International Requirements:
---------------------------------------------------------------
IEC 950 with amendments A1, A2, & A3
---------------------------------------------------------------
---------------------------------------------------------------
Bonding and Grounding
---------------------------------------------------------------
Domestic Requirements:
---------------------------------------------------------------
BELLCORE GR-1089-CORE
---------------------------------------------------------------
Section 8 Corrosion
---------------------------------------------------------------
Section 9 Bonding and Grounding
---------------------------------------------------------------
European and International Requirements:
---------------------------------------------------------------
ETS 300 253
---------------------------------------------------------------
Table 16. Product Safety Requirements
Page 57 of 100
PRODUCT CHANGE NOTICE
The manufacturer is required to provide written notification to
Alcatel USA prior to delivery of any device that has undergone a
product change that has been implemented after the device has been
qualified. Alcatel USA will determine the testing necessary to
retain qualification status. A product change shall be considered
any change affecting one or more of the following items: form, fit,
function, performance, reliability, and/or safety of the device.
DATA REQUIREMENTS
Data shall be provided by the manufacturer to Alcatel USA to
satisfy the requirements for qualification, lot acceptance and
screening as required in the Quality Assurance Provisions Section
of this document.
DOCUMENTATION
The manufacturer shall provide full documentation; including
schematics, part lists, specifications control drawing, assembly,
and manufacturing drawings upon request.
A user's guide shall be included with each unit shipped. The user's
guide shall include, as a minimum, the following information:
product description, controls and indicators, diagnostics, and a
section on trouble shooting and repair.
Page 58 of 100
Quality Assurance Provisions
GENERAL REQUIREMENTS
Products supplied to this specification shall be in accordance with
the provisions of ▇▇▇-▇▇▇▇-▇▇▇ for Class 1 components. Alcatel USA
reserves the right to return shipment of any product found to be
defective or non-compliant with the requirements specified herein.
Qualification requirements
Qualification to the requirements of this specification will be
required before production units are received at Alcatel USA.
Qualification failure
Devices which fail any aspect of the qualification sequence are
defined as failing the qualification evaluation. Appropriate
failure analysis and corrective action are required before retest.
When the corrective action requires a significant change in the
device processing, assembly, or screening; the entire qualification
sequence must be repeated.
Qualification data
Vendor supplied attributes data shall be provided to Alcatel USA,
when requested, to satisfy the requirements of qualification.
Use of vendor supplied data
In the case where the manufacturer performs qualification testing
comparable to the requirements herein (e.g. data from in-line
process control), data from such testing may be submitted to
satisfy portions of the overall qualification of the device,
subject to Alcatel QRA approval.
Page 59 of 100
Re-qualification
Re-qualification shall be initiated by the Alcatel QRA group if at
any time:
a) A significant manufacturing and/or field use problem is
identified or
b) The manufacturer introduces significant changes in its design
or processing and assembly practices.
Periodic re-qualification
In the absence of any manufacturing or field related problems, the
IPU may be periodically requalified.
Flammability requirements
The flame retardancy of all devices shall be demonstrated through
the use of UL and oxygen index testing. When UL and oxygen index
tests are not physically feasible (small electronic components),
IEC flammability tests ("glow-wire" and "needle-flame") may be
used. Substitution of other tests or changes in any test limits
shall require written approval of Alcatel USA.
Page 60 of 100
QUALITY
Quality Program
The manufacturer shall maintain a quality assurance program meeting
the requirements of ISO9000 or Telcordia GR-1252-CORE or similar
quality system.
Workmanship
Unless otherwise specified, devices supplied under this
specification must conform to the GR-78-CORE, Generic Requirements
for the Physical Design and the DSC Workmanship Manuals
▇▇▇-▇▇▇▇-▇▇▇ and 004-8003-200.
Quality Inspection Plans
The manufacturer shall develop and implement inspection plans.
These plans shall have detailed areas that require inspection,
accept/reject criteria, and inspection form for tracking trends,
and a program to certify the inspectors. These plans shall be
provided to Alcatel USA upon request.
Quality Reports
Quality reports shall be documented and consist of all
discrepancies during build up of assemblies and failures at the
test level. These reports shall be explicit and depict the call
outs by assembly, list the goals, and be tracked by the week or the
month. Trends of test failures, and field returns shall be analyzed
and made available to Alcatel USA when requested.
Failure analysis data on field returns shall be maintained. This
data should include as a minimum; replaced device, part number,
manufacture, date code, and reference designator. On all field
returns the units shall be tested first before updating/repaired to
more accurately identify No Trouble Found (NTF) conditions. On
hardware returned to a third party for repair, the supplier shall
work with this third party to obtain the required failure analysis
information. Trends of failures shall be analyzed and made
available to Alcatel USA when requested.
Quality Audits
Alcatel USA will perform quality audits in accordance with
GR-1252-CORE as required to ascertain that the quality system is
adequate, maintained, and is providing this visibility to their
management. Alcatel USA will provide a minimum of one weeks notice
prior to the visitation.
Page 61 of 100
RELIABILITY
Required MTBF
The reliability of the device shall be demonstrated by vendor
supplied MTBF based on 100% duty cycle. This reliability shall be
computed employing Bellcore Reliability Prediction Procedure
(TR-332), 40 degree C environment, ground benign and procured part
quality level. The MTBF of the entire IPU as well as each FRU shall
be supplied to Alcatel USA.
Design Reviews
The manufacturer shall conduct design reviews to evaluate the
design, parts, stress, producibility, testability, meeting of the
specification, qualification testing and any other task required.
Minutes of these design reviews shall be documented and made
available to Alcatel USA upon request.
Component Parts
All component parts used in the device shall be documented in
specifications, which are controlled and maintained. All parts
shall be inspected at incoming quality control, and vendor quality
audits performed periodically. All vendors shall be qualified, and
an approved vendor list established and maintained with a vendor
rating system. All component part shall meet a minimal Quality
level 2 as defined in TR-TSY-000357. Critical parts shall be
qualified to applicable requirements of MIL-STD-883 Method 5005.
Aluminum Electrolytic Capacitors
All aluminum electrolytic capacitors shall be protected with
solvent proof end seals and have a minimum temperature rating of
not less than 105 degrees C.
Potentiometers
All potentiometers, except voltage adjust, shall be factory sealed
to prevent adjustments.
Page 62 of 100
Derating Guidelines
Components shall be derated in accordance with Alcatel's derating
guidelines as established be Alcatel specification ▇▇▇-▇▇▇▇-▇▇▇.
Burn-in
All deliverable devices shall be burned-in for no less than 48
hours, failure free, at plus fifty plus zero/minus three (+50
+0/-3) degrees C per GR-63-CORE.
EMI
Devices supplied under this specification must meet the conducted
and radiated requirements for a Class A device specified in subpart
J, part 15 of FCC Rules and Regulations; CSA Standard C108.8-M1983
Revision 1/1/1988; and Canadian Radio Interference Regulation
Amendment dated 9/15/88 CS-03.
Page 63 of 100
ALCATEL ENGINEERING APPROVAL
Alcatel Engineering approval, through purchasing, is required prior
to production and for any changes made to the device.
SAFETY AGENCY APPROVAL
The device shall be UL and CSA safety recognized/certified for use
in Information Technology Equipment (ITE) as defined by UL Standard
1950 3rd edition and CSA Standard CSA-22.2 No. 950-95, 3rd edition
for North America.
For European and other international applications the device shall
be certified to EN60950/IEC 950 safety for use in ITE.
WARRANTY
The device shall have a minimum documented warranty period of one
(1) year from the date the unit ships to Alcatel USA. The device
shall also have a minimum specified support life of ten (10) years.
Page 64 of 100
PACKAGING
Each device shall be packaged in accordance with Alcatel packaging
specification ▇▇▇-▇▇▇▇-▇▇▇.
PACKAGING REQUIREMENTS
The packaging of ESD sensitive devices shall be accomplished such
that the devices are completely enclosed within electrostatic
shielding material. No other type of material is to be allowed
within this package unless it possesses anti-static properties.
SHIELDING MATERIAL
Electrostatic shielding material shall have a conductive layer with
a surface resistivity of less than 10,000 Ohms/square, or a volume
resistivity of less than 100 Ohm-cm.
ANTI-STATIC MATERIAL
Anti-static material used in packaging of ESD sensitive devices
shall have a maximum classification of 50 volts as determined by
EIA Standard IS-5-A, Appendix B, C, or D, as applicable.
UNIT CONTAINER MARKING
The unit container shall be marked with the following information
as a minimum:
a) The part number identified in the device specification
b) The manufacturer's name or registered trademark.
EXTERIOR SHIPPING CONTAINER MARKING
The exterior container shall be marked with the following
information as a minimum:
a) Alcatel purchase order number
b) The manufacturer's name or registered trademark
c) Alcatel part number
d) OEM serial number
e) Manufacture Date Code
f) CLEI Code Label (if applicable)
Page 65 of 100
Notes
HANDLING
Devices delivered to Alcatel must be handled with precautions to
avoid damage due to accumulation of static charge (ESD) or
handling.
RETURN OF DEFECTIVE DEVICES.
Alcatel reserves the right to return defective devices to the
manufacturer for replacement or refund.
Page 66 of 100
[GRAPHIC APPEARS HERE]
Figure 1. Mechanical Outline and Dimensions
Page 67 of 100
[GRAPHIC APPEARS HERE]
Figure 2. Front Panel
[GRAPHIC APPEARS HERE]
Figure 3. Rear Panel
Page 68 of 100
[GRAPHIC APPEARS HERE]
Figure 4. Recommended Reset Circuit
END OF DOCUMENT
Page 69 of 100
ATTACHMENT A2
-------------
Milestone Delivery Schedule:
---------------------------
Page 70 of 100
ATTACHMENT A3
-------------
(1) Price, Kanban Parameters and Procedures
---------------------------------------
(2) Item Part number Description Min Level/Max Level Leadtime Price
-------------------------------------------------------------------------
Page 71 of 100
EXHIBIT B
---------
(Insert Here) Inbound Routing Guide - (Doc No. 003-3002-038)
Page 72 of 100
EXHIBIT C
---------
(Insert Here) General Packaging Specification - (Doc No. 003-6601-014)
Page 73 of 100
EXHIBIT D
---------
EQUIPMENT LOAN AGREEMENT
This Equipment Loan Agreement ("Agreement") is made this _______ day of
__________, _____ ("Effective Date") by and between Alcatel USA Sourcing
L.P, with offices at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ("ALCATEL"), and
____________________________________________, with offices at _______________
____________________________________("Supplier").
RECITALS:
WHEREAS, Alcatel and Supplier have agreed that it is in their mutual interest
that one or both of them have temporary use on a loan basis of the Equipment
(the "Equipment"), including all related software (the "Software"), listed in
Exhibit D1 for use at the other's site; and
WHEREAS, Alcatel and Supplier have agreed that a standard set of terms and
conditions should be established to govern such loan(s);
NOW, THEREFORE, in consideration of the promises and the faithful performance of
the mutual covenants herein contained, it is agreed:
1. The providing party ("Owner") agrees to provide to the other party
("Recipient") temporary use on a loan basis all of the equipment listed in
Attachment D1 (the "Equipment"), including all related software (the
"Software"), and related documentation ("Documentation") during the term of
the Agreement unless otherwise mutually extended in writing by both
parties, or terminated earlier by the Owner upon written notice to the
Recipient (the "Loan Period"). Unless the Owner agrees otherwise in
writing, the Recipient may use the Equipment and Software only for the
permitted use ("Permitted Use") identified on Attachment D1. Additional
equipment loaned shall be listed separately on an amendment, signed by
authorized representatives of the parties, and attached hereto (the format
of such amendment is attached hereto as Attachment D2).
2. The term of this Agreement shall be one (1) year. However, either party may
terminate this Agreement upon thirty (30) days notice to the other party.
3. Unless otherwise agreed by the parties on Attachment D1:
A. There will be no charge to the Recipient for the temporary loan and use
of the Equipment and Software;
B. The Owner shall bear all shipping costs;
C. The Recipient shall pay the Owner any applicable installation fee;
D. At the end of the Loan Period or upon termination or cancellation of
this Agreement, the Owner shall deinstall and return the Equipment and
Software at the Owner's expense. Any other necessary or additional
terms and conditions, including system or Equipment configuration,
shall mutually be agreed to prior to shipment.
4. The Recipient is hereby granted a revocable, nonexclusive,
nontransferable, indivisible personal license to use the Software only on
the Owner's Equipment during the Loan Period. The Recipient agrees that
it shall:
(a) not alter, merge, or adapt any portion of the Owner's Software in
any way, including reverse engineering, disassembling, or
decompiling the Owner's Software or the functioning of any Owner's
Equipment, or permit others to do the same without the prior,
written consent of the Owner;
Page 74 of 100
(b) not reproduce, modify, copy (except for archival or backup
purposes), or transmit to other persons or entities any aspect of
the Owner's Documentation or the Owner's Software, or make
available the Owner's Documentation or the Owner's Software to
other persons or entities to reproduce, modify, copy, or transmit
to other persons or entities any aspect of the Owner's
Documentation or the Owner's Software;
(c) limit access to the Owner's Documentation and the Owner's
Software to its employees having a legitimate "need to know" in
connection with their respective job responsibilities;
(d) take no less than reasonable measures to maintain the
confidentiality of the contents of the Owner's Documentation and
the Owner's Software, and treat such Owner's Documentation and
Owner's Software with no less than the same degree of care that
the Recipient takes with its own confidential or proprietary
information;
(e) not export or re-export the Owner's Software from the country in
which it was received from the Owner without the appropriate
United States government license; and
(f) return to the Owner all originals and copies of the Owner's
Documentation and the Owner's Software at the end of the Loan
Period or, at the Owner's sole discretion provided to the
Recipient in writing, confirm in writing to the Owner that all
originals and copies of the Owner's Documentation and the Owner's
Software in the Recipient's possession or control have been
destroyed. Software licensed under this Agreement is defined as
machine readable computer programs, instruction sequences,
procedures, data, logic, and/or rules that are provided by the
Owner, exclusive of source code, in firmware, or any other form
or media for use exclusively on the Owner's Equipment.
5. Title to the Equipment and Software will remain in the Owner, its
suppliers or licensors. The Owner reserves all intellectual property
rights in and to its Equipment and Software, including, but not limited
to, rights in patents, trademarks, trade names, trade secrets, copyrights,
industrial designs, and any modifications made to the Equipment or
Software in order that they may be used for the Recipient's applications.
6. All technical information, documentation, Software and expertise supplied
by the Owner to the Recipient under this Agreement shall, as between the
parties hereto, be treated as confidential information of the Owner, and
the Recipient shall not disclose such confidential information to any
third party without the prior written consent of the Owner.
7. The Owner will bear all risk of loss or damage to the Equipment, except
for damage arising from the negligence or misconduct of the Recipient, the
Recipient's employees or agents.
8. THE EQUIPMENT AND SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND ANY WARRANTIES TERMS OR
CONDITIONS THAT WOULD OTHERWISE BE IMPLIED INTO THIS AGREEMENT, INCLUDING
BUT NOT LIMITED TO MERCHANTABILITY, QUALITY, AND FITNESS FOR PURPOSE, ARE
HEREBY EXPRESSLY EXCLUDED.
9. EXCEPT FOR BREACH OF ITS OBLIGATIONS UNDER SECTIONS 4 OR 6 AND In no event
will EITHER PARTY be liable for any indirect, special or consequential
damages arising under this Agreement, including, but not limited to, lost
business or profits.
Page 75 of 100
10. Each party's obligations set forth above, including but not limited to its
confidentiality and nondisclosure obligations with respect to the
confidential information, shall survive the termination or expiration of
the Agreement.
11. Neither party shall use the name of the other party in any news release,
public announcement, advertisement, or other form of publicity without the
prior, written consent of such other party.
12. The terms and conditions of this Agreement and performance hereunder shall
be construed in accordance with the laws of the State of Texas without
regard to its conflicts of laws principles.
13. This Agreement shall not be assignable by either party without the written
consent of the other party, and any purported assignment, including full or
partial assignment or delegation, not permitted hereunder shall be void.
14. This document constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes all previous
communications, representations, understandings, and agreements, either
oral or written, between the parties or any official or representative
thereof. This Agreement and any attachment hereto shall be modified only by
an instrument in writing and signed by duly authorized representatives of
the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives.
Supplier Alcatel USA Sourcing, L.P.
By: Alcatel USA GP, Inc
General Partner
By: _______________________________ By: ____________________________
Title:_______________________________ Title: ____________________________
------------------------------------------------------------------------------
Date: _______________________________ Date: ____________________________
------------------------------------------------------------------------------
Page 76 of 100
ATTACHMENT D1
-------------
LIST OF EQUIPMENT AND SOFTWARE
Sequence Number __________
SEE ATTACHED
Permitted Use: _________________________________________________________________
Charge for temporary loan and use of the Equipment and Software ___________
(Standard is "$0.00")
Shipping costs will be paid by ___________
(Standard is "Owner")
Installation fee will be paid by ___________
(Standard is "Recipient")
Deinstallation by ___________
(Standard is "Owner")
Deinstallation and return expenses will be paid by ___________
(Standard is "Owner")
Page 77 of 100
ATTACHMENT D2
-------------
AMENDMENT TO EQUIPMENT LOAN AGREEMENT
-------------------------------------
This Amendment to Equipment Loan Agreement ("Amendment") is made this ____ day
of __________, 2000 ("Amendment Effective Date") by and between Alcatel USA
Sourcing L.P., having a place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
("ALCATEL"), and PINNACLE DATA SYSTEMS, with offices at ▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇ ("Supplier").
W I T N E S S E T H:
WHEREAS, Alcatel and Supplier entered into an Equipment Loan Agreement, dated
_______________, ________ ("Agreement"), and Alcatel and Supplier wish to amend
the Agreement as stated herein;
NOW, THEREFORE, in consideration of the promises and the faithful performance of
the mutual covenants herein contained, it is agreed:
1. Definitions. Capitalized terms used herein and not otherwise defined
-----------
herein have the same meaning given those terms in the Agreement.
2. Additional or Modified Equipment List. The Agreement is hereby
-------------------------------------
modified by the attached Exhibit(s) D, which is (are) in addition to or
replace(s) one or more existing Exhibit(s) Ds.
3. Agreement Terms and Conditions. Except as provided for herein, all
------------------------------
provisions of the Agreement shall remain unchanged and in full force and
effect, and be binding on the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives.
Supplier Alcatel USA Sourcing, L.P.
By: Alcatel USA GP, Inc
General Partner
By: _______________________________ By: ____________________________
Title:_______________________________ Title: ____________________________
------------------------------------------------------------------------------
Date: _______________________________ Date: ____________________________
------------------------------------------------------------------------------
Page 78 of 100
ATTACHMENT D3
--------------
LIST OF EQUIPMENT AND SOFTWARE
This Attachment D3 (▇▇▇▇ through the inapplicable statement):
Is a new Attachment A Sequence Number__________
Replaces the existing Attachment A Sequence Number__________
SEE ATTACHED
Permitted Use:_________________________________________________________________
Charge for temporary loan and use of the Equipment and Software __________
(Standard is "$0.00")
Shipping costs will be paid by __________
(Standard is "Owner")
Installation fee will be paid by __________
(Standard is "Recipient")
Deinstallation by __________
(Standard is "Owner")
Deinstallation and return expenses will be paid by __________
(Standard is "Owner")
Page 79 of 100
Exhibit E
NEW CENTURY WARRANTY
1. Definitions. Capitalized terms used herein and not otherwise defined
-----------
herein have the same meaning given those terms in the Agreement. Capitalized
terms used and defined herein, regardless of whether or not defined in the
Agreement, shall have, solely for the purposes of this Exhibit, the meaning
defined herein.
A. "Product" or "Products" means the hardware and software components
of any good, services, or work product provided to Alcatel under this
Agreement, including, but not limited to, microcode, firmware,
operating systems, application programs, files and databases,
mechanical and electrical timing devices, application specific
integrated circuits, mask works, and building construction, design, or
renovation. "Product" or "Products" includes, but is not limited to,
any electronic control devices for (i) elevators, (ii) security
systems, (iii) electric services, (iv) telecommunication and telephone
services, (v) plumbing and waste disposal services, (vi) chemical
metering, supply and disposal systems, and (vii) heating and cooling
systems.
B. "Four Digit Year Format" shall mean the format which represents
all four digits of the calendar year. The first two digits represent
the century and the last two digits represent the year within the
century (e.g., the century and year nineteen hundred and ninety-six is
represented by "1996").
C. "Leap Year" shall mean the year during which an extra day is added
in February (February 29th). Leap Year occurs in all years evenly
divisible by 4, except those years representing a century end
(e.g., 1800, 1900, 2000, 2100) which is not evenly divisible by 400.
For example, 1996 is a Leap Year since it is divisible by 4. The year
1900 was not a Leap Year because it is not evenly divisible by 400,
but the year 2000 is a Leap Year since it is evenly divisible by 400.
D. "Year 2000 Compliant" shall mean all calendar year
representations used within the Products which, when operated on
(including, but not limited to, arithmetic, comparison and sorting
operations) before, during and after the actual calendar year 2000 AD
shall not produce subsequent operations and/or general output which
yield results in variance with the normal course of operations of the
Product or error conditions which are the direct result of the use of
a calendar year representation. By way of example, but not of
limitation, (i) dates are not represented by a two-digit year, with
the century assumed or defaulting to "19", or (ii) a date which falls
on a century end, whereby the last two digits of the year are "00",
will not cause a divide or subtraction error in arithmetic
calculations, and (iii) when sorting dates the year 1999 is less than
2000, and 2000 is less than 2001.
E. "Calendar-Related" refers to date values based on the Gregorian
calendar, and to all uses in any manner of those date values,
including without limitation, manipulations, calculations,
conversions, comparisons, and presentations.
Page 80 of 100
2. Supplier warrants the following for a period of fifteen (15) years:
A. That all of the Products provided hereunder are, and will continue
to be, Year 2000 Compliant; and
B. That all of the Products provided hereunder will process Calendar-
Related data (including, but not limited to, arithmetic,
manipulations, calculations, conversions, comparisons, presentations,
and sorting) using a Four Digit Year Format unless otherwise
instructed in writing by Alcatel; and
C. That all of the Products provided hereunder will correctly
process calendar dates for Leap Year; and
D. That Calendar-Related data processed by the Products provided
hereunder will be compatible between the Products which are not Year
2000 Compliant and the Products which are Year 2000 Compliant; and
E. That in connection with provided Calendar-Related data to and
accepting Calendar-Related data from other automated, computerized,
and/or software systems and users via user interfaces, electronic
interfaces, and data storage, the Products provided hereunder
represent dates in Four Digit Year Format unless otherwise instructed
in writing by Alcatel; and
F. That Supplier has verified through testing that the Products
provided hereunder are Year 2000 Compliant, and that the testing
included, without limitation, each of the following specific dates and
the transition to and from each such date: December 31, 1998;
January 1, 1999; December 31, 1999; January 1, 2000; February 29,
2000; March 1, 2000; December 31, 2000; January 1, 2001; December
31, 2004; and January 1, 2005.
G. That to the extent Supplier performs services which consist of
designs for systems, processes, or Products ("Designs"), such Designs
shall not be done in a manner which would expressly or impliedly
require a Product created pursuant to such Designs to not be Year 2000
Compliant (e.g., a Design which allows for non-leap-year calculations
but does not allow for leap-year calculations). All Designs shall
specify and incorporate such portions of this Exhibit as necessary to
require that all systems, processes, or Products used to implement
such Designs shall be Year 2000 Compliant at the time of delivery.
H. That Alcatel will be provided, at no additional charge to Alcatel
during the warranty period, with additional Products, including, but
not limited to, hardware and/or software patches, versions or
revisions of the Products and documentation thereto which satisfy the
warranties described above.
3. Supplier hereby agrees to provide Alcatel promptly upon request
with a copy of its testing results which verify that the Products are
Year 2000 Compliant.
4. Supplier hereby agrees that it has a continuing obligation,
notwithstanding termination or cancellation of the Agreement, to
notify Alcatel if Supplier knows or has reason to believe that any of
the Products are not Year 2000 Compliant
Page 81 of 100
EXHIBIT F
---------
SERIALIZATION
Alcatel SERIALIZATION REQUIREMENTS for SUPPLIER
SERIALIZATION:
1. All PCB's and Power Modules that may be `field replaceable' under
warranty service require serial numbers, hereafter called "S/Ns".
2. Alcatel Purchasing will supply a block of serial numbers to Supplier.
These may be used on ANY Alcatel purchase order and are NOT Purchase
Order specific. The intent is to provide serial numbers to cover
orders and emergency shipments.
3. Supplier will create bar-coded labels with the S/Ns supplied, to
ensure each is `unique' when loaded to the Alcatel Serial Data
Tracking System, hereafter called `SDT'.
4. The label must have `Alcatel' printed on it to distinguish from any
other labels.
5. The location of the label:
. Triplicate labels should be printed for each serial number.
. First one for placement on the equipment, where it will not
interfere with installation or operation.
. Second label is to be placed on the front of the packaging, (or
as required by Alcatel), NEXT TO the Alcatel part number label,
where it can be read when placed on the stocking shelf. When
`kits' or `paired' units are ordered, each unit shall have its
own unique part number and S/N. Both part numbers and S/Ns must
appear on the outside packing, as noted above.
. Third label is to be placed on the Alcatel packing list NEXT TO
the Alcatel part number and revision of the item shipping.
1. Size should be large enough to allow use of a bar-code reader without
interfering with operation of equipment in anyway.
2. Tracking: All Alcatel S/Ns will be recorded ON THE Alcatel PACKING
LIST by Supplier, as noted above, before shipping to final destination
noted on the Purchase Order.
3. For orders shipped to Alcatel Plano facilities for stocking,the
S/Ns will only be entered in to SDT when equipment is pulled for
shipment to end customers.
4. For orders `Drop Shipping' directly to customers, Supplier will fax a
copy of the Packing List to Alcatel Planning with the following
information:
. S/N next to part number used on. Revision of the part number
shipped.
. Waybill #
. Carrier Weight of Shipment
. Number of Boxes and/or Skids
. Shipping Charges when applicable. Note all shipments to be
scheduled via Alcatel's specified requirements
Alcatel Planning will submit to Production Control to enter in to SDT and `Ship
Confirm' the order.
Page 82 of 100
ATTACHMENT F1
Alcatel SERIALIZATION REQUIREMENTS FOR SUPPLIER
Sample
[GRAPHICS APPEARS HERE]
Page 83 of 100
EXHIBIT G
---------
SERVICE AND SUPPORT
PURPOSE
This Exhibit establishes the terms and conditions under which Supplier will
support Alcatel's service of individual customers purchasing the Product
provided by the Agreement.
1.0 TRAINING
1.A Supplier will provide Product support training ("Skills Training") that
is sufficient for qualified Alcatel technical personnel to be enabled
to provision, configure, operate, install, test, maintain, commission
and troubleshoot the Product and applications associated with the
Agreement. Supplier shall provide such training within three (3) months
of the Effective Date.
1.A.1 The "Skills Training" will be comprised of any Supplier provided
visual aids or reference materials, on-the-job training, and
information "chalkboard" sessions, as typically found in support
skills training programs. A Skills Training plan will be mutually
developed within thirty (30) days of the Effective Date and will
be focused on developing Alcatel's capabilities pursuant to its
support role as defined herein. Such a plan will reflect the
essence of Supplier's Certification Plan, where applicable.
1.A.2 Supplier shall provide, within ten (10) days of Effective Date,
documented prerequisites, if any, for such training.
1.A.3 The agreed upon Skills Training will be provided at Alcatel's
facility in Dallas, Texas, or at a mutually agreed upon location,
at no charge, and shall include but not be limited to each of the
published Product courses Supplier makes available to its
customers. Alcatel will be responsible for providing working
Product.
OR
If requested by Alcatel, Supplier will provide an equivalent amount of training
at its own facility and assume responsibility for training equipment and the
availability of working Product:
1.B If requested by Alcatel, Supplier will furnish at no charge a
qualified instructor within 12 months from the date of request to provide
"Train-the-Trainer" instruction.
1.B.1 Subject to modification mutually agreed upon at the time of the
request for Train-the-Trainer instruction, it is expected that such
training generally comply with the guidelines in Attachment G3.
1.B.2 Supplier will develop and provide Alcatel at no charge a
complete set of Product courseware, including, but not limited to:
teaching aids, lab exercises, student guides, and instructor guides
for Alcatel customer use. Alcatel may modify, reproduce, and
distribute such training materials pursuant to its support role as
defined herein.
1.B.3 Such courseware will be provided in a format and quality
equivalent to that level exhibited by Alcatel's Curriculum Developer's
or at a standard equivalent to that level specified by Bellcore.
Page 84 of 100
1.B.4 Supplier will be responsible for incorporating in all courseware
Alcatel's private label specifications.
1.B.5 Supplier will provide such courseware electronically in a format
that is compatible with Interleaf (Unix-based) or Microsoft Work and
PowerPoint for PC Windows application.
1.B.6 Courseware shall be available at least ninety (90) days prior to
the first customer shipment.
1.B.7 Supplier will provide courseware and Train-the-Trainer
instruction for the following courses:
. Overview of Product
. Operations of Product
. Maintenance of Product
. Engineering and Planning
. Administration and Provisioning
. Database
1.C Any additional training beyond the above stated entitlements requested
by Alcatel will be provided by Supplier at the price noted in
Attachment B.
2.0 DOCUMENTATION
2.1 Supplier will provide Alcatel at no charge a complete set of end-user
Product documentation and ongoing updates required to support
Alcatel's customer documentation requirements.
2.1.1 Such documentation will be provided at a standard in
organization, format and material quality equivalent to that level
exhibited by Supplier Publication Issue__, Month, Year,
entitled _____________, or as per Alcatel's Technical Publications
Documentation Standards Guide (460-001-000), Issue 2,
February 1994, or at a standard equivalent to that level specified
by Bellcore Technical Reference TR-TSY-000454, Issue 1, July 1988
and Bellcore Technical Advisory TA-OPT-000454, Issue 3, July 1992.
(note: the appropriate reference is selected from above list).
2.1.2 Supplier will be responsible for incorporating all
documentation modifications required by Alcatel's private label
specifications.
2.1.3 Upon request, Supplier will provide documents in CD-ROM.
2.1.4 Upon request, Supplier will ship appropriate Product
documentation intact with each shipment of Product itself. As
applicable, such documentation shall include but not be limited to
installation/user manuals, product user manuals, Operations &
Maintenance guide, network diagnostics, softcopy (diskette or
CD ROM, as requested) and hardcopy of all hardware components
within the configuration (including pin-out diagrams).
2.2 If requested by Alcatel, Supplier will electronically provide, at no
charge, end-user documentation and updates for the purpose of
reproduction and distribution to Alcatel's Product customers. Such
electronic documentation shall be in metafiles, viewable by Interleaf
WorldView, or Acrobat viewing software, or supplied in Interleaf.
Supplier grants
Page 85 of 100
Alcatel license to use, modify and copy, and distribute the
documentation provided for this purpose.
2.3 Supplier will provide Alcatel all information and related
documentation regarding user impact of design changes
(software/hardware) that affect the operation, maintenance or
installation, ninety (90) days prior to the effective date of the
change.
2.4 Supplier will provide software load description documents ("Release
Notes") for every major software release, point release, and
maintenance release to include; a list and description of the major
features of the release, description of changes to system software and
related hardware, man-machine interface information, list of customer
deliverables, resolved and open problems, and installation procedures.
3.0 FVO SUPPORT
3.1 If requested by Alcatel, Supplier will support the first
customer site installation of each: Product release; Supplier
software release; or significant upgrade. This support will be
provided at no charge, either remotely or on-site, at Alcatel's
discretion.
4.0 REPAIR & RETURN
4.1 Any replacement, or repaired, Equipment shall be warranted for a
period of one (1) year, or for the remainder of the unexpired period
of the Warranty Period, whichever is longer.
4.2 Supplier will repair/replace and return all Equipment to
Alcatel within an average of ten (10) calendar days and maximum of
twenty (20) calendar days (from the time of shipment from Alcatel to
time of receipt from Supplier), based on availability of material.
4.2.1 Supplier will make every reasonable attempt to repair the unit
returned. Should circumstances prevent completion of repair
within the stated cycle time, replacement Equipment is to be
provided to ALCATEL. If replacement equipment is not available,
then Supplier shall refund to Alcatel the price of such
Equipment and all related taxes, shipping charges, insurance
charges, and other amounts paid for such Equipment.
4.2.2 In the event replacement Equipment is provided, failure
analysis data as set forth in Section 4.5 below on the returned
Equipment is still required.
4.2.3 All repaired Equipment will be brought to the current field
revision level if previously approved by Alcatel.
4.3 All transportation charges for, and risk of in-transit loss or damage
to repaired or replacement Equipment shall be borne by the originating
point of shipment.
4.4 Upon request, in Emergency situations, Supplier will provide Alcatel
with emergency unit level replacement service, (advance shipment of
replacement unit as soon as possible, but within 24 hours of request)
will be provided at no charge to Alcatel 24 hours a day 7 days a week.
4.5 Failure analysis data on field returns needs to be maintained. This
data should include (per serial number) as a minimum; replaced device,
part number, manufacture, date code and reference designator. All field
returns shall be tested before any updating or repair work is performed
to more accurately identify No Trouble Found (NTF) conditions. On
hardware returned to a third party or supplier's site for repair, the
supplier shall work with
Page 86 of 100
the third party or manufacturing to obtain the required
failure analysis information within 15 working days after receipt of
returned material. The data collection shall include field
replaceable units, backplanes, top level assembly, field return
hardware and functional defects on delivered products. This
information will be reported on a minimum of a monthly basis.
4.6 Out of warranty repairs will be provided to Alcatel at mutually agreed
upon prices unless otherwise indicated in Attachment G2.
4.7 Supplier shall ensure continuity of availability from third parties of
all parts, components and software contained within the Products which
are not manufactured or produced by Supplier. Such obligation shall
continue until the expiration of ten (10) years from the date of last
delivery of the Product to Alcatel. Notwithstanding the foregoing, if
Alcatel has a contractual obligation to an End-user to provide
continuity of availability for a longer period, Alcatel shall notify
Supplier of such obligation and Supplier shall endeavor in good faith
to ensure continuity of availability for such longer period. In the
event of non-availability of such parts, components or software,
Supplier shall use all reasonable efforts to identify and incorporate
alternatives in a manner which minimizes the financial and practical
impact on Alcatel or End-User(s).
4.8 Supplier shall make available spare parts, replacement parts and/or
repair services for the Products for a period of ten (10) years from
the date of the last delivery of the Product to Alcatel under the terms
of this Agreement and at prices and delivery schedules which are
current at the time of delivery of such parts. Notwithstanding the
foregoing, if Alcatel has a contractual obligation to an End-user to
make available spare parts, replacement parts and/or repair services
for the Products for a longer period, Alcatel shall notify Supplier of
such obligation and Supplier shall make available spare parts,
replacement parts and/or repair services for the Products for such
longer period.
5.0 TECHNICAL SUPPORT
5.1 On-going technical support via telephone shall be provided to Alcatel,
at no charge from Supplier 24 hours a day, 7 days a week for the Term
of the Agreement or for the remainder of the End-user's Warranty
period, whichever is longer. Such support will be rendered from
Supplier's location at Groveport ,Ohio . This support will be rendered
in accordance with a mutually developed support operation procedure
that documents critical support elements such as but not inclusively:
call reporting and closure, remote access control, performance
measurements and reporting, escalation, criticality classification and
response, software patch management, call-out procedures, and
engineering complaint responses. Such operating procedures will be
documented within ninety (90) days of Effective Date.
5.1.1 Such support will include software fixes to Alcatel CTAC
reported problems related to Supplier provided software within a
range to include the current market release to the two prior
market releases.
5.2 In emergency service affecting situations, Supplier will make available
to Alcatel 24 hour on-site technical assistance. Such assistance will
be dispatched within 4 hours of request.
5.2.1 Such assistance will be provided at no charge, if both parties
agree that reasonable remote efforts have been exhausted. Should
the problem not be due to the Product's performance, Alcatel will
reimburse Supplier for actual expenses incurred.
Page 87 of 100
5.3 Supplier will provide Alcatel's CTAC organization with access to it's
Electronic Bulletin Board to an extent equivalent to what is provided
to Supplier's own Technical Support Group.
5.4 Documented problems referred to Supplier by CTAC that were
generated during the Term of this Agreement and remain unresolved
upon termination of the Agreement will be pursued to resolution
by Supplier at no charge to Alcatel.
5.5 Supplier shall refer all Alcatel customer service inquiries
directly to Alcatel's CTAC organization at (▇▇▇) ▇▇▇-▇▇▇▇, or
such other number(s) provided by Alcatel, in support of the
intended relationship as depicted in Attachment A,
Alcatel/Supplier Product Support Flow.
6.0 TECHNICAL SUPPORT LEVELS
6.1 Alcatel shall provide its customer the initial point of
contact for technical support through the Customer Technical
Assistance Center (CTAC). Access to such support shall be 24 hours a
day 7 days a week and shall be provided in accordance with CTAC
----
Escalation Procedure (Document #003-9000-403).
--------------------
In this regard Alcatel will provide the initial 4 levels of support,
defined as:
▇▇▇▇▇ ▇ . . . ▇▇▇▇ ▇▇▇▇▇▇▇▇ . . . Responsible for identifying the
customer support needs and subsequently assigning the task as
appropriate. Enters initial call report information and performs all
logging responsibilities.
Level 1 . . . CTAC Engineer . . . Frontline technical support person
whose expertise is such that operational and known problems or issues
can be resolved. Troubleshooting is accomplished via use of existing
"decision trees" and research of call report database.
Level 2 . . . Product Support Specialist . . .A technical employee
expected to have a comprehensive Product, technology and network
understanding as a foundation to resolve difficult and/or complex
problems. Expected to be able to address multi-layered application
issues and to articulate such issues at a level that ensures effective
referral to Development Engineers as required.
Level 3 . . . System Support Engineer . . . This resource will assist
in troubleshooting, diagnostics, problem determination and resolution.
As required, will provide problem isolation sufficient for referral to
▇▇▇▇▇ ▇ support or OEM technical support organization. Expertise is
such that application fixes (patches) are issued at this level.
In this regard Supplier will provide Level 4 and Level 5 support,
defined as:
▇▇▇▇▇ ▇ . . . ▇▇▇▇▇▇▇▇▇ Support Engineer . . . The first point of
contact for Alcatel's technical support staff. Since Alcatel will
have, at this point in the escalation process, already applied the
resources of its sustaining development engineering group, it is
expected that Supplier's Technical Support group will expeditiously
refer the reported problem to it's R&D engineers. Utilization of
Supplier's technical center is intended to serve primarily as a point
of entry (logging, classification, documentation) for the reported
problem.
Level 5 . . . R&D Engineer . . . This resource will primarily focus on
assistance with Supplier system software/hardware, networks and
interoperability issues. Sustaining engineering expertise and
responsibility allows this 4th level support to create patches
(fixes) for system software, generate ECOs (hardware) and initiate
Product change requests related to problem resolution to OEM
providers.
Page 88 of 100
7.0 PROBLEM TRACKING SYSTEM
7.1 The "Parties" agree to negotiate in good faith an electronic interface
between Alcatel's Clear Support component of CTAC'S Integrated Service and
Technical Assistance Tool (iSTAT), and Supplier's service call management
system for documentation of troubleshooting efforts.
Page 89 of 100
ATTACHMENT G1
-------------
ALCATEL PRODUCT SUPPORT FLOW
[ILLUSTRATION OF FLOW CHART]
Page 90 of 100
ATTACHMENT G2
-------------
SUPPORT SERVICES
This Customer Service Price list may be changed in accordance with Section ___
(Pricing) of the Agreement.
Training (1.C)
. Internal Skills Training
. Customer Training
. Product Course Fee
. Hourly Assistance Rate
Out of Warranty Equipment Repair (4.6)
Part Number Description Price
---------------------------------------------------------------------------------
(Provided by Supplier)
▇▇▇-▇▇▇▇-▇▇▇ INTELLIGENT PROCESSOR UNIT (IPU) NEBS/CO $650.00
▇▇▇-▇▇▇▇-▇▇▇ IPU, SGL DK (1DU), ▇▇▇▇▇▇, ▇▇ ▇▇ MEM
24" RACK MTN $650.00
▇▇▇-▇▇▇▇-▇▇▇ IPU, GBYTE DISKS (2DU), SPARC2, 64 MB MEM
24" RACK MTN $650.00
▇▇▇-▇▇▇▇-▇▇▇ ▇▇▇▇▇-▇, ▇▇ ▇▇ SIMM, 1/2 HIGH 3.5" 1GB SCSI, 1/2 HIGH
1GB QIC TAPE DRIVE, HIS SBUS, SPC CARD $650.00
▇▇▇-▇▇▇▇-▇▇▇ IPU, SPARC-2, 64MB SIMM, 32MB P EXPANSION,
32MB S ECPANSION, 1/2HIGH 3.5" 1GB SCSI, 1/2 HIGH
1GB QIC TAPE DRIVE, SBUS, ENET $650.00
▇▇▇-▇▇▇▇-▇▇▇ IPU, SPARC-2, 64MB SIMM, 32MB P EXPANSION,
32MB S EXPANSION, 1/2 HIGH 3.5" 1GB SCSI, SBUS
ENET $650.00
▇▇▇-▇▇▇▇-▇▇▇ SPARC-20, 256 MB SIMM, (2) 3.5" 1GB ▇▇▇▇,
▇▇▇ QIC TAPE DRIVE, (2) SCSI/ETHERNET
PLATFORM MANAGER $650.00
▇▇▇-▇▇▇▇-▇▇▇ SPARC-20, 512MB SIMM, (1) 3.5" 1GB SCSI, (2) SCSI/
ETHERNET PLATFORM MANAGER $650.00
▇▇▇-▇▇▇▇-▇▇▇ IPU, RAM DK UNIT, 256MB, 24" RACK MOUNT $650.00
▇▇▇-▇▇▇▇-▇▇▇ IPU, SAPRC-2 WITH 64MB SIMM, 1/2 HIGH 3.5" 1GB
SCSI , 1/2 HIGH 1GB QIC TAPE DRIVE $650.00
UNREPAIRABLE IN THE INSTANCE THAT PDSI CANNOT REPAIR A
UNIT THERE WILL BE A FEE OF:(PER SYSTEM) $300.00
SOFTWARE IN THE INSTANCE THAT ALCATEL REQUEST FOR
PDSI TO LOAD IN SOFTWARE THERE WILL BE A
FEE OF: (PER SYSTEM) $100.00
Page 91 of 100
ATTACHMENT G3
-------------
TRAIN-THE-TRAINER PROGRAM OUTLINE
The instructor trainee will take part in a program requiring active
participation in course modules as a student, instructor trainee,
co-instructor, and eventually as a certified instructor. This requires the
candidate to first attend the class(es) as a student to the full extent of
participating in lab work and all standard testing. The candidate next attends
the class as an `instructor trainee", concentrating on the syllabus and the
actual presentation of the material. Considerable "off-line" time is spent
one-on-one with the instructor to become fully acquainted with the courseware,
learn optional training exercises, practice the delivery of material, and have
expanded hands-on time with the equipment. Subsequently the candidate will
participate in a class by sharing the platform and grading duties of the
instructor. Time outside of actual class time is utilized as necessary for the
candidate to increase personal familiarity and comfort with the documentation
and equipment. Finally, the candidate takes responsibility for conducting an
entire class with a certified instructor who is in the room for evaluative
purposes and assistance if required.
Upon successful completion of the above program the newly certified instructor
is provided with a single copy of all material used in the instruction.
Page 92 of 100
EXHIBIT H
---------
PCN DISCONTINUANCE AND OBSOLESCENCE PROCEDURE
Attach Alcatel procedure and specification 007-0000-115 Rev B. Here
Page 93 of 100
EXHIBIT I
---------
ESCROW AGREEMENT
THIS AGREEMENT, dated as of this _____ day of __________, ________ is entered
into among _________________ ("Licensor"), Data Securities International, Inc.
(DSI) with offices located at ▇.▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, and
ALCATEL USA Sourcing L.P. ("Licensee"). This Agreement is entered into pursuant
to pertinent provisions of the ___________ Agreement, signed on the ____ day of
_____________, ______ between Licensor and Licensee ("XXX Agreement"). In
consideration of the mutual covenants set forth in this Agreement, Licensor,
Licensee, and DSI Technology Escrow Services agree as follows:
1. Technical Information. DSI Technology Escrow Services, as escrow agent,
---------------------
agrees to accept from Licensor, for storage purposes only, the source code
and other items described on the attached Exhibit A for the computer
programs owned by Licensor, and the source code for updates to such computer
programs, if any, and other items described on the attached Exhibit A, which
Licensor may deliver from time to time (collectively, "Technical
Information"). For each such delivery DSI will issue receipts to Licensor.
Licensor will furnish to DSI a list naming or describing all computer
programs for which Technical Information are deposited into escrow.
This list will be supplemented and updated by Licensor with each future
deposit or withdrawal of Technical Information. For each deposit, DSI will
provide to Licensee a copy of such updated list.
2. Safekeeping of Technical Information. DSI will hold the Technical
------------------------------------
Information in a safe deposit box or similar fully protected location and
will provide Licensor with notice of the location of the depository for the
Technical Information. DSI will release or provide access to the Technical
Information to Licensee or Licensor only upon the specific terms and
conditions set forth in this Agreement.
3. Release of Technical Information.
--------------------------------
3.1 Upon receipt of written instructions signed by both parties, DSI, Inc.
shall release the Technical Information in accordance with such written
instructions.
3.2 Release to Licensee. DSI shall release the Technical Information to
-------------------
Licensee pursuant to Section ____ of the XXX Agreement, or if Licensee
would be entitled to terminate the XXX Agreement, or if Licensor is in
breach of any of the provisions of the XXX Agreement which survive
termination or expiration of the XXX Agreement as identified in Section
____ of the XXX Agreement.
3.3 Release to Licensee Procedure. Upon the occurrence of any of the
-----------------------------
circumstances set forth in Section 3.2, the following procedures shall
be followed:
(a) Licensee shall provide written notice ("Demand Notice") to both DSI
and Licensor in the form provided in attached Exhibit B, along with
a copy of Licensee's notice to Licensor of the failure to deliver
as required by Section 3.2 of this Agreement.
(b) Upon receipt of a Demand Notice, Licensor has five (5) business
days to make a written objection ("Objection Notice") to Licensee
and DSI that states it is Licensor's good faith belief that all the
circumstances stated in Section 3.2 have not occurred or have been
timely cured.
(c) If DSI receives an Objection Notice from Licensor, then the
Technical Information will not be released until DSI receives
either (i) a written agreement signed by Licensor and Licensee
authorizing release or (ii) a court order from a court of competent
jurisdiction requiring release. The release shall be in accordance
with the written agreement, the arbitrator's decision or the court
order.
Page 94 of 100
(d) If (i) DSI does not receive an Objection Notice or (ii) DSI
receives either the written agreement or the court order specified
in Section 3.3(C) of this Agreement, then DSI will release the
Technical Information to Licensee.
(e) Upon release of the Technical Information, this Agreement will
terminate except as provided in Section 13 of this Agreement.
3.4 Release to Licensor. DSI will release the Technical Information to
-------------------
Licensor only if this Agreement has been terminated pursuant to
Section 10 of this Agreement
3.5 Release to Licensor Procedure. Upon the occurrence of the circumstances
-----------------------------
set forth in Section 3.4, the following procedures shall be followed:
(a) In the event termination pursuant to Section 10 of this Agreement
occurs due to Licensor and Licensee agreeing in writing to
terminate this Agreement, Licensor shall notify DSI in writing
thereof and attach a copy of Licensor's and Licensee's written
agreement, whereupon DSI shall release the Technical Information
to Licensor; or
(b) In the event termination pursuant to Section 10 of this Agreement
occurs pursuant to the terms of the XXX Agreement and this
termination is not due to Licensor's inability to perform or
willful failure to perform under the XXX Agreement; Licensor shall
notify DSI in writing thereof and attach a copy of Licensee's
written acknowledgment thereof, whereupon DSI shall release the
Technical Information to Licensor. If Licensee fails or refuses to
provide such written acknowledgement, then the parties shall
utilize the procedure outlined in Sections 3.3(a) through 3.3(d)
with the terms "Licensee" and "Licensor" reversed; and
(c) Upon release of the Technical Information, this Agreement will
terminate except as provided in Section 13 of this Agreement.
4. Possession, Use and Protection of the Information. If the Technical
-------------------------------------------------
Information are released to Licensee pursuant to the terms of this
Agreement, then Licensee may use the Technical Information only as set forth
in Section ____ of the XXX Agreement.
5. Fees. Licensee shall pay to DSI, in advance, DSI's fees at the standard rate
----
prescribed from time to time by DSI for performance of services under this
Agreement.
6. No Duty to Inquire into Truth, Authenticity, or Authority; Right to Require
---------------------------------------------------------------------------
Additional Documents. DSI shall not be required to inquire into the truth of
--------------------
any statements or representations contained in any notices, certificates, or
other documents required or otherwise provided under this Agreement, and
shall be entitled to assume that the signatures on such documents are
genuine, that the persons signing on behalf of any party thereto are duly
authorized to execute the same, and that all actions necessary to render any
such documents binding on the party purportedly executing the same have been
duly undertaken. Without in any way limiting the foregoing, DSI may in its
discretion require from Licensor or Licensee additional documents which it
deems to be necessary or desirable in the course of performing its
obligations under this Agreement.
7. No Liability. DSI will incur no liability with respect to any action
------------
reasonably taken by DSI in accordance with the terms of this Agreement in
the absence of DSI's own willful misconduct or gross negligence.
8. Notices. Notices under this Agreement shall be in writing, and shall be
-------
delivered by registered or certified mail, return receipt requested, to the
intended recipient at the address set forth adjacent to such party's
signature hereto, or to such other address as such recipient shall have
designated by notice to the sending party. Notices shall be deemed to have
been given and received when signed for on the return receipt.
9. Modification. Except as provided in Section 1 with respect to modification
------------
of Exhibit A, this Agreement or any provision of this Agreement may not be
modified, released,
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discharged, changed, amended, or waived except in writing signed by DSI,
Licensor, and Licensee.
10. Termination. Unless terminated earlier pursuant to Section 3.3(e) of this
-----------
Agreement, this Agreement shall only terminate if either:
(a) Licensor and Licensee in writing agree to terminate this Agreement; or
(b) XXX Agreement is terminated pursuant to the terms of the XXX Agreement
under circumstances which do not provide for the survival of Section
____ of the XXX Agreement; or
(c) If for any reason DSI, shall refuse or fail to act as escrow agent,
ALCATEL USA shall designate a new escrow agent reasonably satisfactory
to Licensor and DSI shall, upon receipt of written request from ALCATEL
USA, deliver the Technical Information to such new escrow agent.
11. Governing law. This Agreement shall be governed by the local laws of the
-------------
State of Texas, without reference to its principles of conflicts of law.
12. Restrictions. DSI understands and acknowledges that (a) the Technical
------------
Information are the product of an extraordinary expenditure of time and
money by Licensor and that the Technical Information include Licensor's
trade secrets and confidential information, (b) any dissemination,
disclosure, use, or transfer of the Technical Information in violation of
this Agreement could cause extraordinary and irreparable harm to Licensor,
and /C/ DSI has no title to or ownership of the Technical Information
supplied by Licensor and that the Technical Information at all times will
remain the sole property of Licensor. DSI is prohibited from duplicating,
copying, disclosing, disseminating, distributing, selling, subleasing,
sublicensing, renting, or otherwise in any manner, directly or indirectly,
in whole or in part, assigning, transferring, or otherwise disposing of the
Technical Information for any purpose or in any manner except as permitted
under this Agreement.
13. Survival. All obligations of DSI under Section 12 will survive any
--------
termination or expiration of this Agreement.
14. Successors and Assigns. This Agreement will not be assigned or in any way
----------------------
transferred, by operation of law or otherwise, by DSI without the prior
written consent of Licensor. This Agreement will inure to the benefit of the
successors and assigns of Licensor and Licensee.
15. Entire Agreement. This Agreement, including Exhibits A and B, constitutes
----------------
the sole and entire agreement between the parties to this Agreement with
respect to its subject matter. No representations, undertakings, or
agreements have been made or relied upon in the making of this Agreement
other than those set forth in this Agreement.
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16. Other Provisions. The headings contained in this Agreement are for
----------------
convenience of reference only and will not affect the interpretation or
meaning of this Agreement. If any provision of this Agreement is declared
void or unenforceable by any court, the validity of any other provisions and
of the entire Agreement will not be affected by the declaration. The waiver
of any breach or default of this Agreement at any time or times will not
constitute the waiver of any subsequent breach or default.
The parties have executed this Agreement as of the date first written above.
DSI Technology Services DSI
By:______________________________
Print Name:______________________
Title:___________________________
Date:____________________________
Licensor:
By:______________________________
Print Name:______________________
Title:___________________________
Date:____________________________
Licensee: Alcatel USA Sourcing.L.P.
-------- By: Alcatel USA GP,Inc.,
General Partner
By:______________________________
Print Name:______________________
Title:___________________________
Date:____________________________
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ATTACHMENT I1 TO THE ESCROW AGREEMENT
-------------------------------------
The Technical Information that is commonly available in a digital format and
is to be placed into escrow, and updated periodically, consists of the
following:
. Source Code modules and listings
. Firmware Source Code
. Object Code Programs
. Programming Tools used to design, develop, and test
. Data Files
. Software Releases
. Software Patches
. Drawings and Artwork Copies
. Drawings, wiring list, schematics, all art work and assembly instructions
. Mechanical drawings or sketches for all assemblies
. Source code of all firmware and proms and/or on board memory functions
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ATTACHMENT I2 TO THE ESCROW AGREEMENT
-------------------------------------
DEMAND NOTICE
STATE OF ____________________
COUNTY OF ____________________
The undersigned, being duly sworn upon an oath, does state the following:
1. The undersigned is the Licensee under the_______________________________
Agreement ("XXX Agreement") between_____________________, ("Licensor")
and ALCATEL USA Sourcing L.P. ("Licensee"), signed on__________________,
________.
2. The undersigned is also the Licensee under an Escrow Agreement ("Escrow
Agreement"), dated______________________,___________, between DSI,
Licensor, and Licensee.
3. Licensee is entitled to possession of the Technical Information pursuant
to the restrictions of Section ____ in the XXX Agreement.
4. The Escrow Agreement has not been terminated pursuant to Section 10 of
the Escrow Agreement.
5. This Demand Notice is executed by a duly authorized officer or
representative of Licensee.
DATED this _____ day of____________________,________
Name of Licensee:______________________________________
By:____________________________________________________
Print Name:____________________________________________
Title:_________________________________________________
Subscribed and sworn before me, a Notary Public, this_______________day of
_______________,________.
NOTARY PUBLIC FOR:
My Commission Expires:________________________
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EXHIBIT J
---------
ALCATEL AUTHORIZED SUBCONTRACTORS
Page 100 of 100