1
EXHIBIT 10.9
[COMDISCO LOGO] BUSINESS CONTINUITY
SERVICES MASTER AGREEMENT
This Master Agreement is dated December 13, 1996 by and between COMDISCO
DISASTER RECOVERY SERVICES, A DIVISION OF COMDISCO, INC. ("COMDISCO" or "CDRS")
with offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and Pegasus
Systems, Inc. ("Customer") with offices at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Each party acknowledges that it has read this Master
Agreement, understands it, and agrees to be bound by its terms and conditions.
MASTER AGREEMENT AND SCHEDULES
Comdisco will provide business continuity Services under the terms and
conditions of this Master Agreement and its Schedules. The parties can enter
into a Schedule for the following types of Services:
1. Backup Capability
2. Continuous Availability Services ("CAS")
3. Telecommunication Services
4. Professional Services
Each Schedule contains the specific terms and conditions for the business
continuity Services provided by Comdisco. If there is a conflict between any
Schedule and this Master Agreement, the terms of the Schedule will govern. THIS
AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITH REGARD TO ITS
CONFLICT OF LAW PROVISIONS. Certain capitalized terms used in this Master
Agreement are defined in Section 11.
COMDISCO DISASTER RECOVERY PEGASUS SYSTEMS, INC.
SERVICES, a division of ---------------------------------------
Comdisco, Inc. Customer
---------------------------------------
---------------------------------------
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: [ILLEGIBLE]
-------------------------------- -----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President Title: Chief Information Officer
----------------------------- --------------------------------
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TERMS AND CONDITIONS
SECTION 1. BUSINESS CONTINUITY SERVICES
If designated in a signed Schedule between the parties, Comdisco will provide
the following Services to assist Customer in preparing for and recovering from
a Disaster at the Customer Facility.
1.1. Backup Capability. During a Disaster at the Customer Facility, Comdisco
will provide Customer with access to the Backup Capability and Recovery Center.
Customer will notify Comdisco via the Comdisco Disaster Notification Hot Line
if a Disaster occurs at the Customer Facility. Comdisco will ask Customer's
personnel to provide Customer's assigned authorization code. Immediately after
receipt of the Disaster notification and authorization code, Comdisco will
begin preparation of the Backup Capability for account by Customer.
1.2 Continuous Availability Services. Comdisco provides the following CAS
Services for Customers: 1) Transaction Protection Services (Electronic
Vaulting, Remote Journaling, Data Shadowing); 2) Standby Services (Standby
Processing, Standby Data); and 3) Facility Management Services. Comdisco will
provide Customer with the CAS Services described in the Schedule with the
equipment and software and at the CAS Facility listed in the Schedule. If
Customer declares a Disaster, in accordance with Section 1.1, Comdisco will
provide Customer with prompt access to Customer's data and equipment, if any,
stored at the CAS Facility.
1.3 Telecommunication Services. Comdisco will provide Customer with the
networking capability and telecommunications equipment described in a Schedule
to connect the Backup Capability or CAS Service to Customer's designated
site(s).
1.4 Test Time. During each contract year, Customer will have the number of
hours of Test Time listed in each Schedule. Comdisco may reschedule Test time
due to the receipt of a Disaster notification from another Subscription Holder.
1.5 Comdisco-Owned Equipment at Customer Location. Upon Disaster declaration,
Comdisco will ship the equipment designated as "Shipped Equipment" or "Mobile
Cluster Equipment" in a Schedule to a location within the United States
designated by Customer within the time frame designated in the Schedule, or if
not designated, then within a commercially reasonable time frame. Customer will
pay all costs associated with shipping the equipment to and from the Customer
location and assumes all risk of loss for the equipment. Customer will pay the
daily Usage Fee indicated in the Schedule, or if none is indicated, a mutually
agreed-upon daily Usage Fee, for the equipment while at the Customer location.
Customer will de-install and return the equipment to Comdisco's designated
location when its use is completed.
1.6 Customer-Owned Equipment at Comdisco Location. Comdisco will store the
Customer-Owned Equipment indicated in a Schedule at the Recovery Center or CAS
Facility, as applicable. Customer will pay the storage fee set forth in the
Schedule and all costs associated with shipping the Customer-Owned Equipment to
and from the Comdisco location. Also, Customer retains responsibility for all
maintenance costs and risk of loss for the Customer-Owned Equipment.
1.7 Professional Services. Comdisco will provide the Professional Services and
deliverables as described in a Schedule.
SECTION 2. FEES
2.1 Service Fees. Beginning on the Commencement Date, Customer will pay the
monthly Service Fees sated in the Schedule on the first of each month of the
Term as specified in the invoice for the Service. Customer will pay the
Professional Service Fees as specified in the Schedule.
2.2 Disaster Notification Fee. Customer will pay the Disaster Notification Fee
stated in a Schedule, if possible, within twenty-four (24) hours, but no later
than seven (7) days, after Disaster notification.
2.3 Usage Fees. Customer agrees to pay Comdisco the Usage Fees stated in a
Schedule for use of the Backup Capability during a Disaster.
2.4 Expenses. Customer will reimburse Comdisco within thirty (30) days from the
receipt of invoice for the cost of any additional goods or services provided to
Customer during its use of the Backup Capability. For Professional Services,
Customer will reimburse Comdisco for expenses, including travel, maintenance,
report production and administrative support.
2.5 Fee Increase. Any increase in a Service Fee will be limited by Comdisco to
a maximum of six percent (6%) per year per Schedule. Increases are effective on
the annual anniversary of the Commencement Date of each Schedule.
2.6 Late Fee. Whenever any payment is not made when due, Customer will pay
interest at the lesser of prime rate of interest as reported by the Wall Street
Journal on the date payment is due plus five percent (5%) or the maximum amount
permitted by law.
2.7 Taxes. Customer will pay or reimburse Comdisco for any taxes, fees or other
charges imposed by state, local or federal authority resulting from this
Agreement, or from any activities hereunder, except for taxes based on
Comdisco's net income.
SECTION 3. MULTIPLE DISASTERS
3.1 Upon declaration of a Disaster, Customer will have priority access to the
Backup Capability during the Priority Access Period over 1) Comdisco
Subscription Holders who declare a Disaster after Comdisco's receipt of
Customer's Disaster notification; and 2) Subscription Holders who are scheduled
to Test or who are testing. During the Priority Access Period, Customer will
not be required by Comdisco to share the Backup Capability with any other
Subscription Holder. After the Priority Access Period, any other Comdisco
Subscription Holder who declares a Disaster will be entitled to priority use of
the Backup Capability. If a Multiple Disaster occurs, Comdisco will log the
Disaster notifications in the order in which they are received.
3.2 If during a Multiple Disaster, the Backup Capability is unavailable for
Customer's use,Comdisco will assist customer in relocating to the alternate
Comdisco Backup Capability most capable of accommodating Customer's processing
needs. However, because Multiple Disasters could occur, Customer acknowledges
that Customer may not have access to and use of a backup Capability.
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SECTION 4. CUSTOMER RESPONSIBILITIES
4.1 Customer will follow the procedures and policies in the Comdisco Recovery
Support Manual. While using a Backup Capability, Customer represents and
warrants that it will: 1) supply and license all necessary programs and data
for Test Time and Disaster recovery; 2) furnish all required supplies,
materials, and storage media not provided with the Backup Capability; 3) remove
all data and Customer provided programs from the Backup Capability equipment
after a Test or Disaster; and 4) provide all necessary personnel for a Test or
a Disaster recovery. Customer is responsible for the adequacy and accuracy of
all data, programs, and procedures that Customer furnishes. CAS Customers agree
to comply with all "Customer Responsibilities" specified in a CAS Schedule.
4.2 Customer is responsible for establishing any audit controls, back-up
files, back-up programs, security procedures and check points in connection
with Customer's use of the Services.
4.3 Customer may not, without the consent of Comdisco, hire any person who is,
or was at any time within the year preceding the offer of employment, an
employee of Comdisco.
GENERAL PROVISIONS
SECTION 5. TERM.
The term of this Master Agreement begins upon signature by both parties and
continues as long as any Schedule is in effect. A Schedule begins on the
Commencement Date and continues through the Initial Term or, if no Initial Term
is indicated, until the Services are completed. The Initial Term of each
Schedule will be automatically extended for successive twelve (12) month
periods unless terminated pursuant to Section 9, "Termination".
SECTION 6. WARRANTIES AND LIABILITY.
6.1 WARRANTIES. Comdisco warrants to Customer that neither the Professional
Services nor the deliverables will infringe any copyright, patent, or trade
secret of any third party. Comdisco will defend at its expense any action
brought against Customer which claims the Professional Services or deliverables
infringe a patent, copyright or trade secret of any third party. Comdisco will
indemnify Customer and pay any costs and damages incurred by Customer due to
the claim if Customer notifies Comdisco promptly in writing of the claim and
Comdisco fully participates in the defense or settlement of the claim. Comdisco
will not be liable for any claim of infringement based on any software, data,
or materials not supplied by Comdisco. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, COMDISCO MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
6.2 LIABILITY. Comdisco's liability to Customer for direct damages from any
cause whatsoever arising out of any Schedule will not, in any event, exceed the
aggregate of the Service Fees paid by Customer for that Schedule during the
twelve (12) month period preceding the month in which Customer's loss or damage
is incurred. This limitation of liability will not apply to the indemnities set
forth in Section 6.1 or Section 7. UNDER NO CIRCUMSTANCES, WILL EITHER PARTY BE
LIABLE FOR INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES EVEN IF IT HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SECTION 7. MUTUAL INDEMNIFICATION.
A party will indemnify (the "Indemnifying Party") and hold the other party (the
"Indemnified Party") and any parent, subsidiaries and affiliates and the
employees and agents of it, harmless against any and all claims, liabilities,
losses, damages and causes of action relating to personal injury, death, or
property damage arising out of the intentional or negligent acts or omissions
of the Indemnifying Party due to its performance or non-performance of this
Agreement. However, the Indemnifying Party will not be responsible for injury
attributable to the negligent acts or omissions of the Indemnified Party and
any parent, subsidiaries, affiliates, agents and employees of it.
SECTION 8. CONFIDENTIALITY AND COPYRIGHTS.
8.1 CONFIDENTIALITY. Each party (including its employees, agents, and
contractors) will use the same standard of care to protect any proprietary or
confidential information of the other disclosed during negotiation or
performance of this Agreement that it used to protect its own proprietary or
confidential information. This Agreement, its Schedules, Comdisco's security
system, access control system, recovery support manuals, support documentation,
and any deliverables are confidential information of Comdisco for Customer's
internal use only.
8.2 COPYRIGHTS. The deliverables contain copyrighted material of Comdisco.
Comdisco grants Customer the right to duplicate the deliverables as necessary
for its internal use only. Comdisco reserves all other copyrights in the
deliverables.
SECTION 9. TERMINATION.
At the end of the Term, either party may terminate a Schedule by giving the
other party at least ninety (90) days prior written notice of termination. A
party may, by written notice, terminate a Schedule for cause without further
obligation if the other party to the Schedule fails to cure a material default
under that Schedule. Any material default(s) must be specifically identified in
the notice of termination. The notified party will have thirty (30) days to
remedy the default(s). Failure to remedy the specified material default(s)
within thirty (30) days will give cause for immediate termination. If a
termination is due to Customer's material default, Customer will immediately
pay to Comdisco the amounts then owing and the present value (discounted at the
prime rate of interest as published in the Wall Street Journal on the date of
default) of the Fees due for all of the remaining Term of the Schedule that was
terminated plus reasonable attorney's fees as liquidated damages and not as a
penalty.
SECTION 10. MISCELLANEOUS.
10.1 Comdisco will maintain a proper operating environment for the equipment
which supplies the Services and will adhere to vendor recommended policies and
procedures for proper maintenance.
10.2 Customer may not assign this Agreement or any of its rights or
obligations (except to its successor pursuant to a merger, consolidation or
sale of all or substantially all of its assets) without obtaining the prior
written consent of Comdisco.
10.3 The waiver by either party of a breach of any provision in this Agreement
will not be construed as a waiver of any subsequent breach.
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10.4 This Agreement is the entire agreement between the parties and
supersedes all other oral or written agreements or understandings between the
parties concerning the Services. This Agreement may not be modified unless in
writing and signed by the party against whom enforcement of the modification
is sought.
10.5 Except for Disaster notifications, all notices must be in writing and
will be deemed received three (3) days after mailing if sent by certified mail,
postage prepaid, return receipt requested, to the address set forth above.
10.6 No third party is intended to be, or will be construed to be, a
beneficiary of any provision of this Agreement nor have any right to enforce
any of its provisions or to pursue any remedy for its breach.
10.7 If any provision of this Agreement is held invalid, illegal or
unenforceable, the remaining provisions will remain unimpaired and that
provision will be replaced by a mutually acceptable valid, legal and
enforceable provision that is closest to the original intent of the parties.
10.8 Any provision of this Agreement which by its nature would continue
beyond a termination of this Agreement will survive any termination.
10.9 Schedules may be entered into by Customer or any of its subsidiaries,
divisions or affiliates and such entity will be deemed "Customer" for that
Schedule. However, the Customer set forth above is jointly and severally liable
for the performance of the obligations under all Schedules.
10.10 Comdisco will not be considered in default under this Agreement due to
any failure in its performance due to causes beyond its control.
SECTION 11. DEFINITIONS
AGREEMENT -- means this Master Agreement and any Schedule which incorporates it
by reference.
BACKUP CAPABILITY -- means the equipment (or compatible and functionally
equivalent equipment) and Services described in a Schedule.
COMMENCEMENT DATE -- means the date set forth in each Schedule.
CUSTOMER FACILITY -- means Customer's facility at the address designated in the
Schedule.
CAS FACILITY -- means the Comdisco data center where the Continuous
Availability Services are provided.
CUSTOMER-OWNED EQUIPMENT -- means equipment, as designated in a Schedule, owned
by Customer that the parties agree will be stored at the Comdisco Recovery
Center or CAS Facility listed in the Schedule.
DATA CENTER SUPPORT AREA -- means space provided with a raised-floor Backup
Capability to accommodate Customer's system/application programmers and
operators who manage the raised-floor equipment. Data Center Support Area may
only be used in conjunction with a raised-floor Backup Capability Disaster
notification, and by up to twenty (20) concurrent Customer data center support
personnel.
DISASTER -- means an unplanned interruption in business operations at the
Customer Facility due to causes beyond Customer's control.
DISASTER NOTIFICATION FEE -- means the fee stated in a Schedule assessed upon
the occurrence of each separate Disaster which causes Customer to request
access to the Backup Capability or data stored at the CAS Facility.
INITIAL TERM -- means the number of full months listed on the Schedule.
MULTIPLE DISASTER -- means Disaster notifications from more than one
Subscription Holder entitled to access a Backup Capability for the same or
overlapping periods.
PRIORITY ACCESS PERIOD -- means six (6) weeks for all Backup Capabilities
except a Shell. The Priority Access Period for a Shell is twelve (12) months.
RECOVERY CENTER -- means the Comdisco facility where the Backup Capability is
provided.
SCHEDULE -- means a Schedule or Statement of Work which incorporates the terms
and conditions of this Master Agreement.
SERVICES -- means any or all services provided under this Agreement.
SHELL -- means a raised floor and air-conditioned space suitable for a fully
operational computer equipment environment. The Shell is for the duplication of
the raised-floor Backup Capability in a Schedule for long term Disaster
recovery and, unless indicated in a Schedule, may not be used concurrently with
the raised-floor Backup Capability, except during a reasonable transition
period to the Shell.
SUBSCRIPTION FEE -- means the monthly Service Fee for a Backup Capability.
SUBSCRIPTION HOLDER -- means another Comdisco customer who has a disaster
recovery subscription with Comdisco.
TERM -- means the Initial Term plus any renewal term.
TEST TIME -- means use of the Backup Capability by Customer to test its
Disaster recovery procedures and verify the operation of its critical
applications on the Backup Capability.
USAGE FEE -- means the fee assessed for the period during which the Backup
Capability is used. For purposes of determining the Usage Fee, the term "daily"
mean search period of twenty-four (24) consecutive hours starting at the hour
when Customer accesses the Backup Capability or twenty-four (24) hours after
Comdisco's receipt of a Disaster notification, whichever occurs first.
3/15/95
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ADDENDUM TO THE BUSINESS CONTINUITY
SERVICES MASTER AGREEMENT DATED DECEMBER 13, 1996
BETWEEN COMDISCO, INC. AND PEGASUS SYSTEMS, INC.
The terms and conditions of the above Master Agreement are hereby
amended and modified as follows:
1. Section 1.5 Comdisco owned Equipment at Customer Location. To the end
of the first sentence add the following:
"taking into account the immediacy of the circumstances."
2. Section 1.6. Customer Owned Equipment at Comdisco Location. To the end
of this Section add the following sentence:
"Notwithstanding anything to the contrary contained in this Section
Comdisco will indemnify Customer for the loss of any Equipment lost at a
Comdisco Location in the event that the loss or damage is due to the
negligence or willful misconduct of Comdisco or its agents or
employees."
3. Section 2.4 Expenses. To the end of this Section add the following:
"Comdisco shall only be entitled to reimbursement for expenses that were
reasonably and necessarily incurred or specifically requested."
4. Section 3.1 To the end of this Section add the following:
"Upon request Comdisco will supply Customer with the number of other
Subscription Holders who are subscribing to the same equipment
configuration as Customer along with the approximate geographic
locations of said Subscription Holders."
5. Section 5 Term. To the end of this Section add the following:
"Comdisco shall give Customer 180 days written notice prior to the end
of the Term of a Schedule and in the event Comdisco fails to give such
notice then Customer shall have the right to terminate the effected
Schedule upon 30 days notice. No such notice shall be effective prior to
the end of the current Term of the Schedule."
6. Section 7 Mutual Indemnification. In line 6 delete the word
"intentional" and replace with the words "willful misconduct." In line
10, before the word "negligent" insert the words "willful misconduct
or."
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7. Section 9 Termination. To the end of this Section add the following:
"Notwithstanding anything to the contrary contained in this Section
Customer shall have the right to terminate a Schedule immediately if the
Comdisco default occurs during a Disaster and such default would
materially prevent Customer from recovering."
8. Section 10.10 To the end of this Section add the words "which could not
reasonably be foreseen and prevented."
9. Section 11 Definitions. In the definition for Disaster delete the words
"due to causes beyond Customer's control" and replace with the words
"which could not reasonably be foreseen and prevented."
COMDISCO, INC. PEGASUS SYSTEMS, INC.
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ BY: [ILLLEGIBLE]
------------------------- -----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
TITLE: Senior Vice President TITLE: Chief Information Officer
---------------------- --------------------------
DATE: January 10, 1997 DATE: December 31, 1996
----------------------- ---------------------------
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SCHEDULE A-1 DATED DECEMBER 13, 1996
TO THE MASTER AGREEMENT DATED DECEMBER 13, 1995
BETWEEN COMDISCO DISASTER RECOVERY SERVICES,
A DIVISION OF COMDISCO, INC. ("CDRS")
AND PEGASUS SYSTEMS, INC. ("CUSTOMERS")
1. CUSTOMER FACILITY
Pegasus Systems, Inc.
c/o Anasazi, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2. CDRS BACKUP CAPABILITY:
COMPUTER RECOVERY CENTER and CUSTOMER CONTROL CENTER - Carlstadt, NJ
QUANTITY MACHINE TYPE SERVER OPTIONS
-------- ------------ --------------
1 NILE 150 Corporate Business Server
w/6 CPU
w/512 MB Memory
Requires: DC/OSX 79 IMU 7
DISK OPTIONS
------------
24GB SCSI Disk ▇▇▇▇-▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇.▇▇ ▇▇
REMOVABLE MEDIA OPTIONS
-----------------------
1 8mm 8mm Cartridge Library-Quad Drive-40 Tapes
(J2447-944)
TERMINAL/PRINTER OPTIONS
------------------------
1 Console 19" Color X-Display
DATA COMMUNICATIONS INTERFACE OPTIONS
-------------------------------------
1 Ethernet Dual Ethernet Adapters (J2076)
1 Asynch 16-Port Terminal Server
3. CUSTOM OPTIONS:
A. COMPUTER RECOVERY AND CUSTOMER CONTROL CENTER OPTIONS - Carlstadt, NJ
None
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Pegasus Systems, Inc.
Nile Schedule
Dated December 13, 1996
Page 2
4. INITIAL TERM:
Forty-eight (48) Months, commencing January 1, 1997
5. TEST TIME:
Thirty-Two (32) Hours/Year
6. FEES:
A. MONTHLY SUBSCRIPTION
BASIC EQUIPMENT CONFIGURATION........................Includes
Schedules ▇-▇, ▇-▇, & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ dated
December 13, 1996
MONTHLY TOTAL - Year 1...........................$10,000
MONTHLY TOTAL - Year 2...........................$12,000
MONTHLY TOTAL - Year 3............................$8,167
MONTHLY TOTAL - Year 4............................$8,167
B. DISASTER NOTIFICATION (Per Occurrence)...............$11,000
C. DAILY USAGE
BACKUP CAPABILITY (Access Six (6) Weeks)..............$5,500
7. SPECIAL TERMS:
A. The equipment described in this Schedule may be substituted by CDRS
with comparable and fully compatible systems.
B. Monthly Subscription Fees do not include Customer's costs for items
such as remote or dedicated telephone lines and common carrier
(long distance or telephone company) services incurred during Test
Time or Disaster.
C. ADDITIONAL EQUIPMENT AT TIME OF DISASTER (NOT ON FLOOR)
2 CPU's
w/256 MB Memory
In the event of a Disaster, CDRS agrees to acquire the equipment
indicated as "ATOD" above (the "ATOD Equipment") within a
commercially reasonable time frame and install it at the Backup
Capability taking into account the immediacy of the circumstances.
Customer agrees to pay the fair market daily rental rate for the
use of the ATOD Equipment during a Disaster. The daily rental for
this ATOD Equipment will commence on the date of installation and
continue through the date of
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Pegasus Systems, Inc.
Nile Schedule
Dated December 13, 1996
Page 3
de-installation. Customer agrees to pay all in-transit insurance,
transportation, installation and de-installation costs associated
with the ATOD Equipment. The fair market daily rental rate is the
amount obtainable in an arm's-length transaction between an
informed and willing buyer/user and an informed and willing seller
under no compulsion to sell.
D. MODIFICATION TO MASTER AGREEMENT
1. ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇
To the end of Section 9. Termination, add the following sentence:
"Notwithstanding anything to the contrary contained in this
Agreement Customer shall have the option to terminate this Schedule
in the event that Comdisco fails to have, or properly maintain as
per the terms of this Agreement, the Equipment listed on this
Schedule and fails to cure such deficiency within 30 days of
written notice from Customer."
E. All Fees set forth in this Schedule are firm if accepted by
Customer before December 31, 1996. CDRS reserves the right to adjust
the Fees in this Schedule if it is not executed by Customer by
December 31, 1996.
F. EARLY TERMINATION OPTION
Customer may terminate this Schedule upon the expiration of the
24th month of the Term of this Schedule or on an annual contract
year basis thereafter (the "Termination Date"). On the first of the
month prior to the Termination Date, Customer will be obligated to
pay CDRS all fees and charges due through the Termination Date.
This option can only be exercised (i) if Customer is not in
default and upon at least 120 days prior written notice to CDRS,
and (ii) if the Early Termination Option under Schedules ▇-▇, ▇-▇,
and A-3 have been simultaneously exercised.
This Schedule is issued pursuant to the Master Agreement identified above. All
of the terms, conditions, representations and warranties of the Master
Agreement are incorporated herein and made a part hereof. This Schedule
constitutes a separate Agreement with respect to the Backup Capability
subscribed to hereunder.
ACCEPTED:
PEGASUS SYSTEMS, INC. COMDISCO DISASTER RECOVERY SERVICES.
A DIVISION OF COMDISCO, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- -----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Information Officer Title: Senior Vice President
----------------------------- --------------------------------
Date: December 31, 1996 Date: January 9, 1997
------------------------------ ---------------------------------
10
SCHEDULE A-2 DATED DECEMBER 13, 1996
TO THE MASTER AGREEMENT DATED DECEMBER 13, 1995
BETWEEN COMDISCO DISASTER RECOVERY SERVICES,
A DIVISION OF COMDISCO, INC. ("CDRS")
AND PEGASUS SYSTEMS, INC. ("CUSTOMER")
1. CUSTOMER FACILITY:
Pegasus Systems, Inc.
c/o Anasazi, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2. CDRS BACKUP CAPABILITY:
COMPUTER RECOVERY CENTER and CUSTOMER CONTROL CENTER - Carlstadt, NJ
QUANTITY MACHINE TYPE SERVER OPTIONS
-------- ------------ --------------
1 S1000E SPARCserver 1000E Compatible Server
w/4 CPU - 60 MHZ SuperSPARC
w/1 GB Main Memory
Requires: Solaris 2.5.1 or Greater
DISK OPTIONS
------------
4.1 GB SCSI Disk SCSI Disk (Internal)
16.0 GB SCSI Array EMC Symmetrix Disk Array
REMOVABLE MEDIA OPTIONS
-----------------------
1 CD-ROM SmCD - 644 MB
1 8mm 8mm ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ - ▇/▇▇ ▇▇
TERMINAL/PRINTER OPTIONS
------------------------
1 Console Color Monitor - 17"
DATA COMMUNICATIONS INTERFACE OPTIONS
-------------------------------------
1 Ethernet Ethernet Adapter (FSBE/S)
2 Async Asynchronous Ports
1 NCC Network Control Center
w/24 Dial Tone Lines for Data Circuit
Recovery
w/Diagnostic and Test Equipment
11
Pegasus Systems, Inc.
SUN Schedule A-2
Dated December 13, 1996
Page 2
1 LANBRIDGING CDRS LAN Bridging Service
1 CDRS LAN Bridge
w/ 1 Ethernet Port(s)
w/ 1 V.35 Port(s)
Connecting Recovery Centers:
Carlstadt, NJ
Grand Prairie, TX
3. CUSTOM OPTIONS:
A. COMPUTER RECOVERY AND CUSTOMER CONTROL CENTER OPTIONS -
Carlstadt, NJ
None
4. INITIAL TERM:
Forty-Eight (48) Months, commencing January 1, 1997
5. TEST TIME:
Thirty-Two (32) Hours/Year
6. FEES:
A. MONTHLY SUBSCRIPTION
BASIC EQUIPMENT CONFIGURATION......... $ Included in Schedule A-1
Dated December 13, 1996
MONTHLY TOTAL................... $ Included in Schedule A-1
Dated December 13, 1996
B. DISASTER NOTIFICATION (Per Occurrence).................... $4,000
C. DAILY USAGE
BACKUP CAPABILITY (Access Six (6) Weeks).................. $2,000
7. SPECIAL TERMS:
A. The equipment described in this Schedule may be substituted by CDRS
with comparable and compatible systems.
B. Monthly Subscription Fees do not include Customer's costs for items
such as remote or dedicated telephone lines and common carrier
(long distance or telephone company) services incurred during Test
Time or Disaster.
12
Pegasus Systems, Inc.
SUN Schedule A-2
Dated December 13, 1996
Page 3
C. MODIFICATION TO MASTER AGREEMENT
1. ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇
To the end of Section 9. Termination, add the following sentence:
"Notwithstanding anything to the contrary contained in this Agreement Customer
shall have the option to terminate this Schedule in the event that Comdisco
fails to have, or properly maintain as per the terms of this Agreement, the
Equipment listed on this Schedule and fails to cure such deficiency within 30
days of written notice from Customer."
D. All Fees set forth in this Schedule are firm if accepted by Customer
before December 31, 1996. CDRS reserves the right to adjust the Fees in this
Schedule if it is not executed by Customer by December 31, 1996.
F. EARLY TERMINATION OPTION
Customer may terminate this Schedule upon the expiration of the 24th month of
the Term of this Schedule or on an annual contract year basis thereafter (the
"Termination Date"). On the first of the month prior to the Termination Date,
Customer will be obligated to pay CDRS all fees and charges due through the
Termination Date. This option can only be exercised (i) if Customer is not in
default and upon at least 120 days prior written notice to CDRS, and (ii) if the
Early Termination Option under Schedules ▇-▇, ▇-▇, and A-3 have been
simultaneously exercised.
This Schedule is issued pursuant to the Master Agreement identified above. All
of the terms, conditions, representations and warranties of the Master
Agreement are incorporated herein and made a part hereof. This Schedule
constitutes a separate Agreement with respect to the Backup Capability
subscribed to hereunder.
ACCEPTED:
PEGASUS SYSTEMS, INC. COMDISCO DISASTER RECOVERY SERVICES,
A DIVISION OF COMDISCO, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ --------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Information Officer Title: Senior Vice President
--------------------------- ------------------------------
Date: December 31, 1996 Date: 1/9/97
---------------------------- -------------------------------
13
WORKAREA SCHEDULE A-3 DATED DECEMBER 13, 1996
TO THE MASTER AGREEMENT DATED DECEMBER 13, 1996
BETWEEN COMDISCO DISASTER RECOVERY SERVICES,
A DIVISION OF COMDISCO, INC. ("CDRS")
AND PEGASUS SYSTEMS, INC. ("CUSTOMER")
1. CUSTOMER FACILITY:
Pegasus Systems, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2. CDRS BACKUP CAPABILITY:
EMERGENCY RESPONSE BACKUP CAPABILITY
RECOVERY FACILITY: SOUTHWESTERN COMPUTER RECOVERY FACILITY
Grand Prairie, TX
QUANTITY TYPE DESCRIPTION
-------- ---- -----------
Workarea(s): (Customer Personnel Maximum = 25)
25 Stations Pre-wired Workspace for (25) Stations
25 Phonesets Digital Phonesets w/Basic Phone Service
1 Facsimile Device CCITT Group III Fax Machine
1 Copier 12 copies/minute Copier
PC/LAN Stations:
22 PC/LAN Stations 486,66 MHz Processor or Above w/16MB Memory
and each with:
(1) Fixed Disk Drive 240 MB Hard Drive
(1) Diskette Drive 3.5" (1.44 MB) Disk Drive
(1) Monitor VGA Color Monitor
(1) Ethernet Ethernet Adapter
Mobile Cluster PC/486 Stations: (Shipped Next Business Day to Recovery Facility)
10 PC/LAN Station 486,33 MHz Processor w/8MB Memory and with:
(1) Fixed Disk Drive 120 MB Hard Drive
(1) Diskette Drive 3.5" (1.44 MB) Disk Drive
(1) Monitor VGA Color Monitor
(1) Mouse Microsoft Compatible Mouse
(1) Ethernet Ethernet Adapter
LAN Server(s):
1 PC/Server Pentium, 60 MHz Processor w/32MB Memory with:
(1) Fixed ▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇
14
Pegasus Systems, Inc.
Workarea Schedule A-3
Dated December 13, 1996
Page 2
(1) Diskette Drive 3.5" (1.44 MB) Disk Drive
(1) Monitor VGA Color Monitor
(1) Ethernet Ethernet Adapter
1 4mm Tape Drive 4mm DAT DDS-2 Compatible Tape Drive w/ Adaptec
SCSI Interface
LAN Connectivity:
1 LAN Hub Ethernet Hub Equipment
30 Ethernet Ethernet 10Base-T Ports
1 Ethernet Maximum Physical Ethernet 10Base-T Segments
LAN Printer(s):
1 Laser Printer Hewlett Packard LaserJet 4 w/ 6 MB Memory and
HP JetDirect Ethernet Card
1 LAN BRIDGING CDRS LAN Bridging Service
1 CDRS LAN Bridge
w/ 1 Ethernet Port(s)
w/ 1 V.35 Port(s)
Connecting Recovery Centers:
Carlstadt, NJ
Grand Prairie, TX
3. INITIAL TERM:
Forty-Eight (48) Months commencing January 1, 1997
4. TEST TIME:
Twenty four (24) hours per contract year in eight (8) hour increments.
5. FEES:
A. MONTHLY SUBSCRIPTION FEE FOR EMERGENCY RESPONSE BACKUP CAPABILITY
WORKAREA w/ (25) STATIONS
PC/LAN STATIONS (22)
MOBILE CLUSTER PC'S (8)
PC/SERVER (1)
MONTHLY TOTAL........................$ Included in Schedule A-1
Dated December 13, 1996
15
Pegasus Systems, Inc.
Workarea Schedule A-3
Dated December 13, 1996
Page 3
B. DISASTER NOTIFICATION FEE (Per Occurrence) . . . . . . . $2,500
C. DAILY USAGE FEE (Per Station/Day Access Up to
Six (6) Weeks) . . . . . . . . . . . . . . . . . . . . $ 50
6. SPECIAL TERMS:
A. Monthly Subscription Fees do not include Customer's costs for
items such as remote or dedicated telephone lines and common
carrier (long distance or telephone company) services incurred
during Test Time or Disaster.
B. The equipment described in this Schedule may be substituted by
CDRS with comparable or equivalent units.
C. CDRS provided PC/LAN Stations and PC/Server will be equipped
with DOS 5.0 or higher version level software. Customer will
provide station/server application software and network
operating system software.
Customer represents and warrants that it has taken all
reasonable precautions to protect the Customer supplied
software and computer systems from infection by any computer
virus. CDRS represents and warrants that it has taken all
reasonable precautions to protect the CDRS supplied software
and computer systems from infection by any computer virus.
D. During the first scheduled test, CDRS and Customer will conduct
testing for compatibility of Customer's Home Tape System media
and software on the Tape Drive and SCSI interface referenced
above in the Backup Capability. If not compatible, Customer can
elect to provide their own Tape Drive System for testing and
disaster support or CDRS can provide the compatible Tape Drive
Unit and/or interface as needed, for an additional monthly fee.
E. In the event of a Disaster, and at the customers request, CDRS
agrees to ship the equipment indicated as the "Mobile Cluster"
equipment above to the Backup Recovery Facility within the next
day after Disaster Notification, unless otherwise noted.
Customer will pay CDRS a daily rental rate equal to one percent
(1%) of the purchase price, including tax, of the equipment for
each day the Equipment is utilized by Customer. This daily
rental rate will commence on the date of installation and
continue through the date of de-installation. A minimum thirty
day rental rate will be assessed for each Disaster Notification
by Customer. The total of daily rental will not exceed one
hundred percent (100%) of the purchase price, including tax, of
the equipment. Customer agrees to reimburse CDRS or pay for all
in-transit insurance and transportation costs associated with
the Equipment. One hundred percent (100%) of the daily rental
rate may be applied towards the purchase of the equipment if the
Customer elects to purchase the equipment from CDRS. Customer is
responsible for all installation, deinstallation, return
transportation and site preparation at the Customer Facility.
F. MODIFICATION TO MASTER AGREEMENT
1. ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇
To the end of Section 9. Termination, add the following
sentence: "Notwithstanding anything to the contrary contained in
this Agreement Customer shall have the option to terminate this
Schedule in the event that Comdisco fails to have, or properly
maintain as per the terms of this Agreement, the Equipment
listed on this Schedule and fails to cure such deficiency within
30 days of written notice from Customer."
16
Pegasus Systems, Inc.
Worlcarca Schedule A-3
Dated December 13, 1996
Page 4
G. All fees set forth in this Schedule are firm if accepted by
Customer before December 31, 1996. CDRS reserves the right to
adjust the Fees in this Schedule if it is not executed by
Customer by December 31, 1996.
H. EARLY TERMINATION OPTION
Customer may terminate this Schedule upon the expiration of the
24th month of the Term of this Schedule or on an annual contract
year basis thereafter (the "Termination Date"). On the first of
the month prior to the Termination Date, Customer will be
obligated to pay CDRS all fees and charges due through the
Termination Date. This option can only be exercised (i) if
Customer is not in default and upon at least 120 days prior
Pls. Initial written notice to CDRS, and (ii) if the Early Termination Option
/s/ VF under Schedules ▇-▇, ▇-▇, and A-3 have been simultaneously
------------ exercised.
This Schedule is issued pursuant to the Master Agreement identified above. All
of the terms, conditions, representations and warranties of the Master
Agreement are incorporated herein and made a part hereof. This Schedule
constitutes a separate Agreement with respect to the Backup Capability
subscribed to hereunder.
ACCEPTED:
PEGASUS SYSTEMS, INC. COMDISCO DISASTER RECOVERY SERVICES,
A DIVISION OF COMDISCO, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ VIC FRICAS
----------------------------- --------------------------------
Vic Fricas
Title: Chief Information Officer Title: Senior Vice President
-------------------------- -----------------------------
Date: December 31, 1996 Date: 1/9/97
-------------------------- -----------------------------