-1-
EXHIBIT 10.1
As indicated on the affected
pages, portions of this
document have been omitted
and filed separately with the
Securities and Exchange
Commission with a request for
confidential treatment of the
omitted terms
CONTRACT SERVICES AGREEMENT
This Contract Services Agreement (the "Agreement") is entered into by and
between AT&T Corp., with offices at ▇▇▇ ▇▇▇. ▇▇▇/▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ("AT&T") and NetSolve, Incorporated, with offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("NetSolve").
Paragraph 1 - STATEMENT OF WORK
-------------------------------
[The original terms contained in Paragraph 1 have been superseded by the terms
set forth in Amendment Nos. 4, 5, 6, 7, 8, 9, 10 and 11 which are attached
hereto.]
Paragraph 2 - CONTRACT REPRESENTATIVE
-------------------------------------
[The original terms contained in Paragraph 2 have been superseded by the terms
set forth in Amendment Nos. 4, 5, 6, 7, 8, 9, 10 and 11 which are attached
hereto.]
Paragraph 3 - TERM
------------------
[The original terms contained in Paragraph 3 have been superseded by the terms
set forth in Amendment Nos. 4, 5, 6, 7, 8, 9, 10 and 11 which are attached
hereto.]
Paragraph 4 - PAYMENT FOR SERVICES
----------------------------------
[The original terms contained in Paragraph 4 have been superseded by the terms
set forth in Amendment Nos. 4, 5, 6, 7, 8, 9, 10 and 11 which are attached
hereto.]
Paragraph 5 - TAXES
-------------------
Unless AT&T provides a valid tax exempt certificate to NetSolve, AT&T agrees to
pay any taxes due on the services provided by NetSolve under this Agreement,
except for (i) any tax based on NetSolve's net income; (ii) state or local
privilege or excise taxes imposed on NetSolve based on gross receipts or gross
income; (iii) capital stock or franchise taxes imposed on NetSolve; or (iv) any
personal or real property taxes assessed against or payable by NetSolve.
AT&T PROPRIETARY
-2-
Paragraph 6 - COMPETITION
-------------------------
A. NetSolve and AT&T shall not be precluded from competing against each other
for the same customer opportunity. However, (1) NetSolve shall not use customer
information that it obtains as a result of performing services hereunder or the
network designs developed hereunder to compete with AT&T or others; (2) NetSolve
shall not disclose such customer information or network designs to its
employees, agents, subcontractors or suppliers who compete with AT&T or others;
and (3) NetSolve shall not contact any customer for whom it has provided
contract services under this Agreement until at least ninety (90) days after
termination of this Agreement, unless the customer opportunity has been
developed other than as a result of performing services hereunder.
B. Additionally, unless AT&T has given NetSolve prior written- consent, NetSolve
shall not disclose to customers, potential customers or others that NetSolve is
a supplier of contract services to AT&T. Such disclosure shall not be prohibited
if NetSolve is required in a judicial, administrative or governmental proceeding
to disclose any such information, but NetSolve shall provide AT&T with prompt
notice of such requirement so that AT&T may seek an appropriate protective
order. If the required disclosure is part of a federal or state securities
filing, NetSolve shall provide AT&T with prompt notice of such requirement;
provided, however, that if the required information does not include customers'
proprietary information, AT&T shall not seek an appropriate protective order
without NetSolve's consent.
Paragraph 7 - INVOICING AND PAYMENT
-----------------------------------
Invoices for recurring monthly charges and maintenance shall be sent monthly in
advance by NetSolve, based on the number of Router Sites installed and
maintained as of the date the invoice was sent. Invoives for equipment purchased
from NetSolve shall be sent when the equipment is shipped by NetSolve to the
Router Site. When the implementation of the end-user customer's network is
complete and operational NetSolve will invoice AT&T for the one-time, non-
recurring charges associated with the coordination of installed equipment.
Invoices shall be sent to AT&T at the address shown above, directed to the
personal attention of AT&T's Contract Representative, or other representative as
designated by AT&T. All undisputed amounts due shall be paid within forty-five
(45) days after AT&T's receipt of the invoice. Any unpaid disputed amount shall
be documented by AT&T prior to the due date. NetSolve may charge AT&T a one
percent (1%) late charge on any undisputed amounts not paid within forty-five
(45) days after AT&T's receipt of the invoice containing such amounts.
AT&T PROPRIETARY
-3-
Paragraph 8 - ALTERNATE DISPUTE RESOLUTION
------------------------------------------
If a dispute arises out of or relates to this Agreement or its breach, and if
such dispute cannot be settled through good faith and negotiation of the
parties, the parties agree to submit the dispute to sole mediator selected by
the parties or, at any time, at the option of a party, to non-binding mediation
by the American Arbitration Association ("AAA"). If not thus resolved it shall
be referred within thirty (30) days of the mediation to binding arbitration by a
sole arbitrator pursuant to the AAA Commercial Arbitration Rules. Judgment on
the arbitration award shall be made within six (6) months of selection of the
arbitrator and may be entered in any court having jurisdiction. The arbitrator
may not limit, expand or otherwise modify the terms of this Agreement, and may
not award punitive damages or damages excluded by the INDEMNITY AND LIMITATION
OF LIABILITY paragraph of this Agreement. The parties, their representatives,
other participants and the mediator and arbitrator shall hold the existence,
content and result of mediation and arbitration in confidence. The mediation and
arbitration shall be conducted in New York, unless otherwise mutually agreed
between the parties. Each party shall bear its own expenses, but those related
to the compensation of the mediator and arbitrator shall be borne equally.
Paragraph 9 - ASSIGNMENT
------------------------
NetSolve shall not assign any right or interest under this Agreement or orders
issued pursuant to this Agreement nor delegate any work or other obligation to
be performed or owed under this Agreement without the prior written consent Of
AT&T. Any attempted assignment or delegation in contravention of the above
provisions shall be void and ineffective. With AT&T's prior written consent,
which shall not be unreasonably withheld, NetSolve may subcontract installation
and maintenance responsibilities under this Agreement, but shall retain
responsibility for the subcontracted work. A list of approved sub-contractors is
provided in ATTACHMENT E hereto, "Approved NetSolve Subcontractor List". Such
list may be changed from time to time upon the mutual agreement of the parties.
Paragraph 10 - AUDIT
--------------------
NetSolve shall maintain accurate and complete records of all work performed in
support of this Agreement. NetSolve shall permit AT&T to examine and audit these
records at all reasonable times. The AT&T Contract Representative shall give
NetSolve at least ten (10) days advance notice of an examination or audit.
NetSolve shall retain all such records for a period of not less than two (2)
calendar years after the service is performed. AT&T shall avoid undue disruption
of NetSolve's business operations during an examination or audit. Any
AT&T PROPRIETARY
-4-
information contained in the records examined during an examination or audit
shall be subject to the confidentiality provisions contained in Paragraph 26 of
this Agreement.
Paragraph 11 - COMPLIANCE WITH LAWS
-----------------------------------
NetSolve and its employees, agents, subcontractors and suppliers shall comply
with all applicable federal, state and local laws, ordinances, regulations and
codes, including identification and procurement of required permits,
certificates, approvals and inspections, in performance under this Agreement.
NetSolve agrees to indemnify AT&T and its customers for any loss or damage that
is sustained by reason of any failure to do so.
Paragraph 12 - EXPORT CONTROL ASSURANCE
---------------------------------------
A. Each party agrees that it does not intend to, and will not knowingly,
transmit directly or indirectly any technical data (written, oral or otherwise)
received from the other party (or any immediate product produced directly by the
use of such technical data, or any commodity produced by such immediate product)
to any country or person in violation of the Export Administration Regulations
issued by the United States Department of Commerce.
B. The above assurance shall not apply to data that have been made generally
available to the public in any form, including: (l) data released orally or
visually at open conferences, lectures, trade shows or other media open to the
public; (2) publications that may be obtained without cost or are readily
available at libraries open to the public; and (3) data not directly and
significantly related to design, production or utilization in industrial
processes.
Paragraph 13 - FORCE MAJEURE
----------------------------
Neither party shall be responsible for any delay or failure in performance of
any part of this Agreement to the extent that such delay or failure is caused by
fire, flood, explosion, war, strike, embargo, government requirement, civil or
military authority, act of God, act or omission of carriers or other similar
causes beyond its control ("force majeure conditions"). If any force majeure
condition occurs, the party delayed or unable to perform shall give immediate
notice to the other party.
Paragraph 14 - INDEPENDENT CONTRACTORS
--------------------------------------
The relationship between AT&T and NetSolve is that of independent contractors.
NetSolve is not, and shall not hold itself out as, an agent, partner,
franchisee, or joint venturer of AT&T.
AT&T PROPRIETARY
-5-
Paragraph 15 INSURANCE
-----------------------
NetSolve shall maintain and cause NetSolve's, agents, subcontractors and
suppliers to maintain during the term of this Agreement (1) Workers'
Compensation insurance as prescribed by the law of the state in which work is
performed, (2) employer's liability insurance with limits of three hundred
thousand dollars ($300,000) for each occurrence, (3) comprehensive automobile
liability insurance, if the use of motor vehicles is required, with limits of
one million dollars ($1,000,000) combined single limit for bodily injury and
property damage for each occurrence, and (4) Public/Products Liability insurance
with limits of one million dollars ($1,000,000) for each and every claim in
respect of Public Liability and in the aggregate for each year in respect of
Products Liability. All Public/Products Liability insurance shall designate AT&T
Corp., its affiliates, and their officers, directors and employees (hereinafter
referred to in this paragraph as "AT&T") as an additional insured. All such
insurance must be primary and required to respond and pay prior to any other
available coverage. NetSolve agrees that NetSolve, NetSolve's insurer(s) and
anyone claiming by, through, under or in NetSolve's behalf shall have no claim,
right of action or right of subrogation against AT&T or its customers based on
any loss or liability insured against under the foregoing insurance. NetSolve
and NetSolve's agents, subcontractors, and suppliers shall, if requested,
furnish prior to the start of work certificates or adequate proof of the
foregoing insurance, including copies oil the endorsements and insurance
policies.
Paragraph 16 - LICENSES
-----------------------
No licenses, express or implied, under any patents are granted by either party
to the other under this Agreement.
Paragraph 17 - NON-WAIVER
-------------------------
No course of dealing or failure of either party strictly to enforce any term,
right or condition of this Agreement shall be construed as a waiver of such
term, right or condition.
Paragraph 18 - PUBLICITY
------------------------
A. Unless AT&T has given NetSolve prior written consent: (1) no AT&T
identification or references to AT&T or AT&T's customers or the activities
undertaken by NetSolve under this Agreement shall be used in any of NetSolve's
advertising or promotional efforts and (2) neither NetSolve nor any of
NetSolve's employees, agents, subcontractors and suppliers shall release for
publication any article or other statement relating to AT&T, AT&T's customers,
or the activities undertaken by NetSolve under this Agreement.
AT&T PROPRIETARY
-6-
B. Such disclosure shall not be prohibited if NetSolve is required in a
judicial, administrative or governmental proceeding to disclose any such
information, but NetSolve shall provide AT&T with prompt notice of such
requirement so that AT&T may seek an appropriate protective order. If the
required disclosure is part of a federal or state securities filing, NetSolve
shall provide AT&T with prompt notice of such requirement; provided, however,
that if the required information does not include customers' proprietary
information, AT&T shall not seek an appropriate protective order without
NetSolve's consent.
Paragraph 19 - RELEASES VOID
----------------------------
Neither party shall require waivers or releases of any personal rights from
representatives or customers of the other in connection with visits to its
premises and both parties agree that no such releases or waivers shall be
pleaded by them in any action or proceeding.
Paragraph 20 - REVIEW OF WORK
-----------------------------
All work rendered under this Agreement is subject to review by the individual
designated in this Agreement as AT&T's Contract Representative or, in the
absence of AT&T's Contract Representative, by others as may be designated by
AT&T in writing.
Paragraph 21 - SEVERABILITY
---------------------------
If any provision of this Agreement is or becomes or is deemed invalid, illegal
or unenforceable in any jurisdiction, such provision shall be deemed amended to
conform to applicable laws so as to be valid and enforceable or, if it cannot be
amended without materially altering the intention of the parties, it shall be
stricken and the remainder of this Agreement shall remain in full force and
effect, and the parties shall negotiate in good faith a substitute provision.
Paragraph 22 - SUPERVISION
--------------------------
A. Such work as NetSolve or any of NetSolve's employees, agents, subcontractors
or suppliers, render under this Agreement shall be rendered in NetSolve's
capacity as an independent contractor and it is the intent of AT&T and NetSolve
that NetSolve and NetSolve's employees, agents, subcontractors or suppliers
shall not, by reason of this Agreement or performance of services under this
Agreement, be considered employees of AT&T or entitled to any AT&T benefits.
AT&T's Contract Representative shall exercise no supervision over NetSolve or
NetSolve's employees, agents, subcontractors or suppliers, but shall be
available for consultation and advice. NetSolve shall promptly notify AT&T's
Contract Representative of any changes in personnel assigned to work under this
Agreement. NetSolve shall consider any changes in
AT&T PROPRIETARY
-7-
employees, agents, subcontractors or suppliers that may be reasonably requested
by AT&T's Contract Representative.
B. NetSolve shall indemnify and save AT&T harmless from and against any losses,
damages, claims, demands, suits and liabilities that arise out of, or result
from, any failure by NetSolve to perform its obligations under this Paragraph.
NetSolve shall also indemnify and save AT&T harmless from any entitlement,
assertion or claim, which any of NetSolve's employees, agents, subcontractors or
suppliers might have or might make relative to rights or privileges in any AT&T
employee benefit plan and which arises out of work rendered under this
Agreement, and which is caused by or results from NetSolve's failure to perform
its obligations under this Paragraph.
Paragraph 23 - SURVIVAL OF OBLIGATIONS
--------------------------------------
Obligations under this Agreement which by their nature would continue beyond the
termination, cancellation or expiration of this Agreement, including, by way of
illustration only and not limitation, those in the paragraphs ALTERNATE DISPUTE
RESOLUTION, INDEMNITY AND LIMITATION OF LIABILITY, COMPLIANCE WITH LAWS, EXPORT
CONTROL ASSURANCE, COMPETITION, USE OF INFORMATION, RELEASES VOID, AUDIT and
WARRANTY, shall survive termination, cancellation or expiration of this
Agreement.
Paragraph 24 - TERMINATION
--------------------------
A. This Agreement may be terminated: (1) at any time by AT&T upon twenty-four
hours' written notice in the event of NetSolve's bankruptcy, liquidation,
insolvency or acquisition by a competitor of AT&T [such competitors include, but
are not limited to Ameritech, Avantis, ▇▇▇▇ Atlantic, ▇▇▇▇ South, CompuServe,
LCI (Litel), MCI, NYNEX, Pacific Telesis Group, Southwestern ▇▇▇▇, Sprint, U.S.
West, and WorldCom (Wiltel/LDDS)]; or (2) upon thirty (30) days advance written
notice by either party if the other party fails to perform any material term or
condition of this Agreement and does not remedy the failure within the notice
period.
B. Beginning January 1, 1998, a ten-month ramp-down period will take place. If
AT&T terminates this Agreement pursuant to Paragraph 26(A)(1) or (2), there will
be no ramp-down period. If NetSolve terminates this Agreement pursuant to
Paragraph 26(A)(2), there will be no ramp-down period, however, NetSolve shall
be entitled to payment based upon the amount that would have been received had
the ramp-down period begun as of the effective date of termination. During the
ramp-down period, at AT&T's discretion, existing Router Sites will be
transitioned to other network management centers. The number of Router Sites
that will be transitioned will be based on a percentage of the number of Router
Sites existing at the beginning of the ramp-down
AT&T PROPRIETARY
-8-
period.
The following table illustrates the minimum target percentage of Router Sites
that will be supported by NetSolve during the ramp-down period. The actual
number of Router Sites that will be supported by NetSolve during the ramp-down
will be determined by AT&T, but if the actual percentage of Router Sites
supported is less than the minimum target percentage of Router Sites to be
supported, AT&T shall pay NetSolve based upon the minimum targeted percentage.
However, AT&T shall not be responsible to pay for minimum targeted percentage
shortfalls resulting from customers' terminations of Router Sites.
Ramp-down Period Minimum Target Example: If NetSolve
Percentage of Sites supports 1,200 Sites
Supported by NetSolve at the beginning of
the ramp-down period,
the following numbers
represent targets for
Sites supported during
the transition.
---------------- ----------------------- -----------------------
Prior Month 100% 1,200
Month 1 90% 1,080
Month 2 80% 960
Month 3 70% 840
Month 4 60% 720
Month 5 50% 600
Month 6 40% 480
Month 7 30% 360
Month 8 20% 240
Month 9 10% 120
Month 10 0% 0
C. Upon termination, AT&T shall pay NetSolve the amount due for services
rendered up to and including the effective date of termination and no further
work shall be rendered under this Agreement. Such payment shall constitute a
full and complete discharge of AT&T's obligations under this Agreement.
Paragraph 25 - TIMELY PERFORMANCE
---------------------------------
If either party has knowledge that anything prevents or threatens to prevent the
timely performance of the work under this Agreement, such party shall promptly
notify the other party's appropriate representative thereof and include all
available relevant information concerning the delay or potential delay.
AT&T PROPRIETARY
-▇-
▇▇▇▇▇▇▇▇▇ 26 - USE OF INFORMATION
---------------------------------
A. Any specifications, drawings, sketches, models, samples, tools, computer
or other apparatus programs or code analyses, plans, business strategies or
other technical or business information or data, written, oral or otherwise (all
hereinafter designated "Information") furnished to one party by the other under
this Agreement or in contemplation of this Agreement shall remain the disclosing
party's property; provided, however, that all customer-specific information,
whether developed or furnished by AT&T or by NetSolve, shall be deemed AT&T's
Information and shall be treated as such by the parties. All copies of such
Information in written, graphic or other tangible form shall be returned to the
disclosing party at the disclosing party's request. Unless such Information was
previously known to the receiving party free of any obligation to keep it
confidential, has been or is subsequently made public by the disclosing party,
or was independently developed by the receiving party, such Information shall be
kept confidential by the receiving party, shall be used only in performing under
this Agreement, and may not be used for other purposes except upon such terms as
may be agreed upon between NetSolve and AT&T in writing. By way of example and
not limitation, the receiving party shall:
i. Restrict disclosure of the Information solely to those of its employees,
agents, subcontractors or suppliers with a need to know and not disclose it
to third parties; and
ii. Advise employees, agents, subcontractors or suppliers, who receive the
Information of the obligation of confidentiality hereunder; and
iii. Use and require employees, agents, subcontractors or suppliers to use
the same degree of care to protect the Information as is used by the
receiving party with its own proprietary information; and
NetSolve hereby acknowledges the sensitivity of the work as it may affect the
employees of AT&T, and NetSolve agrees to refrain from initiating any direct or
indirect communications with any employees of AT&T or its affiliated companies
without the prior written approval of AT&T, unless such communication is
required for NetSolve's fulfillment of its obligations under this Agreement.
NetSolve agrees not to disclose its participation in this project except as
otherwise provided herein.
B. Such disclosure shall not be prohiited if NetSolve is required in a judicial,
administrative or governmental proceeding to disclose any information, material,
records or files of AT&T which are obtained as a
AT&T PROPRIETARY
-10-
result of this Agreement, but NetSolve shall provide AT&T with prompt notice of
such requirement so that AT&T may seek an appropriate protective order. If the
required disclosure is part of a federal or state securities filing, NetSolve
shall provide AT&T with prompt notice of such requirement; provided, however,
that if the required information does not include customers' proprietary
information, AT&T shall not seek an appropriate protective order without
NetSolve's consent.
C. No license to a party, under any trademark, patent, copyright or any other
intellectual property right, is either granted or implied by the conveying of
Information to such party.
Paragraph 27 - WARRANTY
-----------------------
NetSolve warrants that (1) the work performed under this Agreement shall proceed
with promptness and diligence and shall be executed in a first class workmanlike
manner, in accordance with the highest professional standards in the field and
to AT&T's reasonable satisfaction, and (2) that material furnished hereunder
will be free from defects in design (except to the extent designed by AT&T),
material and workmanship and will conform to and perform in accordance with
specifications.
Paragraph 28 - HARMONY
----------------------
NetSolve shall be entirely responsible for all persons furnished by NetSolve
working in harmony with all others when working on AT&T's premises or those of
AT&T's customers. AT&T shall be entirely responsible for all persons furnished
by AT&T working in harmony with all others when working on NetSolve's premises.
Paragraph 29 - IDENTIFICATION CREDENTIALS
-----------------------------------------
AT&T may, at its discretion, require NetSolve's employees, agents,
subcontractors and suppliers to exhibit identification credentials, which AT&T
may issue, in order to gain access to AT&T's premises or those of AT&T's
customers for the performance of contract services. If for any reason any of
NetSolve's employees, agents, subcontractors and suppliers are no longer
performing work, NetSolve shall immediately inform AT&T's Contract
Representative in the speediest manner possible. Notification shall be followed
by the prompt delivery to AT&T's Contract Representative of the identification
credentials involved or a written statement of the reasons why the
identification credentials cannot be returned.
Paragraph 30 - INDEMNITY AND LIMITATION OF LIABILITY
----------------------------------------------------
A. Each party shall defend, indemnify and hold the other party, its
AT&T PROPRIETARY
-11-
affiliates, any company it controls directly or indirectly, and its and their
officers, directors, employees, agents, subcontractors and suppliers, harmless
from any and all claims, suits, actions, demands, costs, settlements, losses,
damages, expenses and all other liabilities, including attorneys' fees, arising
out of or resulting from (1) the indemnifying party's breach of this Agreement;
(2) the intentional or negligent acts or omissions on the part of the
indemnifying party, its affiliates, employees, agents, subcontractors or
suppliers in the performance of or failure to perform the activities
contemplated by this Agreement; (3) assertions under Workers' Compensation or
similar acts made by persons furnished by the indemnifying party, or by any
agent, subcontractor or supplier of the indemnifying party or by reason of any
injuries to such persons for which the indemnified party would be responsible
under Workers' Compensation or similar acts if the persons were employed by the
indemnified party; and (4) any infringement or claim of infringement of any
patent, trademark, copyright, trade secret or other intellectual property right
of third parties based on the manufacture, repair, sale, use, importation,
reproduction, and/or distribution of materials furnished by the indemnifying
party to the indemnified party hereunder.
B. The indemnified party agrees to notify the indemnifying party within a
reasonable time of any written claims or demands against the indemnified party
for which the indemnifying party is responsible pursuant to this Paragraph 30.
C. A party's aggregate limit of liability under this Agreement with respect to
its obligations under Paragraph 30(A) and elsewhere in this Agreement shall be
$500,000; provided, however, that this limit of liability shall not apply with
respect to claims for damages to real or tangible personal property or for
bodily injury or death or with respect to the compensation set forth in
Paragraph 4. If claims for which a party is responsible under this Agreement
exceed the party's aggregate limit of liability and the party decides not to
increase its aggregate limit of liability to cover such claims, the other party
shall have the right to terminate this Agreement on ninety (90) days notice in
writing and, in the event of such termination by AT&T, the ramp-down period
shall not be applicable.
D. Except for bodily injury or death proximately caused by a party's negligence,
a party shall not be liable for indirect, incidental, consequential, reliance or
special damages, including without limitation damages for harm to business, lost
profits, lost savings or lost revenues, whether or not such party has been
advised of the possibility of such damages.
E. These limitations of liability shall apply regardless of the form of action
whether in contract, warranty, strict liability or tort,
AT&T PROPRIETARY
-12-
including without limitation negligence of any kind, whether active or passive,
and shall survive failure of an exclusive remedy.
Paragraph 31 - LIMITATION OF ACTION
-----------------------------------
Any legal action arising from or in connection with this Agreement, or any
services provided or work performed hereunder, must be brought within two (2)
years after the cause of action arises.
Paragraph 32 - NOTICES
----------------------
The addresses set forth above are the relevant addresses for notices under this
Agreement. Notices addressed to AT&T shall be directed to the personal attention
of AT&T's Contract Representative. Notices addressed to NetSolve shall be
directed to the personal attention of NetSolve's Chief Executive Officer. All
notices, to be effective, shall be sent by first class mail or private air
courier, in each case with request for receipt of delivery.
Paragraph 33 - CHOICE OF LAW
----------------------------
This Agreement shall be governed by the local law, excluding its choice of law
principles, of the State of New York.
Paragraph 34 - ENTIRE AGREEMENT; AMENDMENTS
-------------------------------------------
This Agreement shall constitute the entire agreement between the parties with
respect to the subject matter of this Agreement and shall not be amended,
modified or rescinded, except in writing signed by NetSolve and AT&T. The
provisions of this Agreement supersede all prior oral and written quotations,
communications, agreements and understandings of the parties with respect to the
subject matter of this Agreement.
AT&T PROPRIETARY
-13-
IN WITNESS WHEREOF, AT&T and NetSolve have executed this Agreement through duly
authorized representatives for effectiveness as set forth above.
NETSOLVE, INCORPORATED AT&T CORP.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
-------------------- -------------------
Name ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name ▇.▇. ▇▇▇▇▇▇▇▇
------------------ -----------------
Title President & CEO Title VP Business Markets
---------------- ---------------------
Product Management
------------------
Date 12/22/95 Date Jan. 4, 1996
--------- -------------
[The original terms contained in Attachment A have been superseded by the terms
set forth in Amendment No. 5 which is attached hereto.]
[The original terms contained in Attachment B have been superseded by the terms
set forth in Amendment No. 5 which is attached hereto.]
[The original terms contained in Attachment C have been superseded by the terms
set forth in Amendment No. 5 which is attached hereto.]
[The original terms contained in Attachment D have been superseded by the terms
set forth in Amendment No. 5 which is attached hereto.]
[The original terms contained in Attachment E have been superseded by the terms
set forth in Amendment No. 5 which is attached hereto.]
AMENDMENT NOS. 1, 2 AND 3 HAVE TERMINATED
[AT&T Logo]
▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Amendment No.4
The Contract Services Agreement effective August 1, 1995, between NetSolve,
Incorporated ("NetSolve") and AT&T Corp. ("AT&T") as heretofore modified by
Amendments Number 1, 2, and 3 (collectively the "Agreement") is further amended
as follows effective as of July 1, 1997:
1) This Contract Services Agreement is hereby assigned contract number
"GSA00D".
2) Attachment I entitled "CO FRAD Implementation and Management Services"
is hereby added and by this reference made part of this Agreement.
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
NETSOLVE, INCORPORATED AT&T CORP.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇ ▇▇▇▇▇
--------------- ----------
Signature: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Signature: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------- --------------
Title: Chief Technology Officer Title: Supplies Manager
------------------------ ----------------
Date: 7/23/97 Date: 7/28/97
------- -------
Attachment I
to Agreement No. GSA00D
ATTACHMENT I
CO FRAD Implementation and Management Services
This Attachment for Contract Services ("Attachment I") to the Agreement covers
CO FRAD Implementation and Management Services ("Services") that NetSolve shall
provide to AT&T in support of AT&T's CO FRAD Service offering, as requested by
AT&T and as described herein. This Attachment is an integral part of the
Agreement and shall be governed by the terms of the Agreement. In the event of
any conflict between the terms of this Attachment and the terms of the
Agreement, the terms of this Attachment shall prevail with respect to the
Services provided under this Attachment I.
For purposes of this Attachment I the following Paragraphs in the Agreement are
deleted in their entirety and replaced with the Paragraphs below:
Paragraph I - Statement of Work
NetSolve shall provide Services to AT&T in support of AT&T's CO FRAD Service
offering in accordance with the "Statement of Work," Attachments I-1, I-2 and I-
3 hereto. Services shall be available to AT&T in the United States and Canada.
Modifications to this Statement of Work and its requirements as set forth in
Attachments I-1, I-2 and I-3 may be requested from time to time by AT&T without
the need for a formal amendment to Attachment I-1, I-2 or I-3. The pricing
contained herein shall apply to Services requested or any modification, provided
that the modifications requested do not require the furnishing of more material
or labor by NetSolve or longer times for performance of services. NetSolve
shall immediately notify AT&T's Contract Representative, in writing, of any
requested modification which NetSolve feels will require an increase to the
prices contained in Paragraph 4 -Payment for Services, and shall furnish the
amount of such proposed increase in such writing. Following delivery of such
notice, NetSolve shall not proceed with Services for any such modification until
AT&T and NetSolve Contract Representatives agree, in writing, to the appropriate
charges.
"Orders" for Services pursuant to this Attachment I shall be sent to Netsolve
via an Application Profile Document (APD) form (shown in Attachment I-4).
Monthly recurring charges shall commence on the start date of Services as
requested by AT&T (such date is herein defined as the "CRD") and continue for
the number of months specified by AT&T on the APD (the "Service Term"). Upon
expiration of the Service Term, Services will continue to be provided by
NetSolve to AT&T on a month to month basis until terminated by either party as
set forth in Paragraph 24 of this Attachment I.
Upon expiration or termination of this Attachment I, all Services will continue
to be provided through the end of the Service Term and will be non-cancelable by
either party except as set forth in Paragraph 24 of this Attachment I.
Paragraph 2 - Contract Representative:
AT&T's Contract Representative for this Attachment I is ▇▇▇▇ ▇▇▇▇▇▇▇. AT&T will
notify NetSolve in writing if a new Contract Representative is designated by
AT&T.
Paragraph 3 - Term
The effective date of this Attachment I is July 1, 1997 and it shall end on June
30, 2000.
Attachment I
to Agreement No. GSA00D
Paragraph 4 - Payment for Services
For services performed by NetSolve under this Attachment I, AT&T will pay
NetSolve the following:
1) For the Services described in Attachment I-1 the charges shall be as follows:
Implementation Services
------------------------
$275 per port
$120 per DS0-A port / Channel moved or changed
Monthly Fees for CO FRAD Management Services
--------------------------------------------
1 - 5000 ports $35 per port
5,001 ports and up $30 per port
The following monthly minimum ▇▇▇▇▇▇▇▇ apply with respect to the CO FRAD
Management Services Fees during the Term of this Attachment I and shall be
paid by AT&T for any month that the actual aggregated CO FRAD Management
Services Fees shown above total less than the minimum billing levels shown
below:
Minimum
Month Beginning Billing
---------------- -------
August 1, 1997 $ 7,000
September 1, 1997 $ 7,000
October 1, 1997 $ 7,000
November 1, 1997 $14,000
December 1, 1997 $14,000
January 1, 1997 $14,000
February 1, 1998 $24,500
March 1, 1998 $24,500
April 1, 1998 $24,500
May 1, 1998 through end of
Term of this Attachment I $35,000
Rescheduling Fees (Per Occurrence)
----------------------------------
$10 per port per billable reschedule
Billable reschedule shall mean any changes requested by AT&T less than two
weeks prior to the CRD, or any rescheduling of the CRD in excess of two
times per site.
Professional Services
---------------------
$150 per hour
Attachment I
to Agreement No. GSA00D
2) For the Services described in Attachment I-2 the charges shall be as follows:
One-Time Fees for CO FRAD CPE Procurement and Implementation Services
---------------------------------------------------------------------
$500 per FRAD device
Monthly Fees for CO FRAD CPE Management Services
------------------------------------------------
$150 per TurboFRAD device
$300 per OmniFRAD device
COFRAD equipment cost, installation, hardware and software maintenance and on-
site maintenance fees for the CO FRAD CPE are not included, and shall be agreed
upon by the parties. AT&T and NetSolve will negotiate pricing in good faith if
both parties agree to provide this service.
3) For the Services described in Attachment I-3 the charges shall be as follows:
Configuration Backup and Restoral
---------------------------------
For the services described in Attachment I-3 for COFRAD NetFRAD
Configuration Backup and Restoral, which is in addition to the COFRAD
management services described above, the charges shall be as follows:
$1,000 per COFRAD per month with the following service assumption:
Five (5) minute backup duration per mode over a T1 line.
. Pricing will adjust proportionately to increased backup times, up
to a 20 minute maximum. The pricing structure will be renegotiated
when this threshold is crossed.
. Pricing will adjust proportionately to decreased backup times,
down to a 2.5 minute minimum. Pricing will not be adjusted below
the 2.5 minute minimum.
For example, if actual backup time is decreased to 3.0 minutes, the
charge per month would decrease to $600. If the actual backup time is
increased to 10 minutes, the charge per month would be $2000.
Paragraph 7 - Invoicing and Payment
NetSolve's invoices shall be rendered 1) upon completion of the Services, 2)
monthly, sent in advance, for recurring monthly charges, or 3) at other times
expressly provided for in this Attachment I, and shall be payable when the
Services have been performed to the satisfaction of AT&T. NetSolve shall mail
invoices with copies of any supporting documentation required by AT&T to: ▇▇▇▇
▇▇▇▇▇▇▇, AT&T ▇▇▇▇▇ ▇▇▇/▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇ Room 3A110E. Undisputed
invoices shall be paid within forty-five (45) days after AT&T's receipt of the
invoice.
Paragraph 24 - Termination
1) Termination of the Agreement - The termination of the Agreement shall not
affect the rights and obligations of either party under this Attachment I,
and this Attachment I shall continue in effect as though the Agreement had
not been terminated.
Attachment I
to Agreement No. GSA00D
2) Termination of this Attachment I -
a) In the event NetSolve shall be in breach or default of any of the
terms, conditions or covenants of this Agreement, this Attachment 1, or
any or all Orders placed hereunder and such breach or default shall
continue for a period of thirty (30) days after the giving of written
notice to NetSolve thereof by AT&T, then in addition to all other rights
and remedies of law or equity or otherwise, (subject to limitations under
Paragraph 30 of the Agreement), AT&T shall have the right to terminate
this Attachment I and/or any such Orders placed by AT&T hereunder without
any charge, obligation or liability whatsoever, except as to the payment
for Services already received and accepted by AT&T.
b) This Attachment I and any or all Orders placed hereunder may be
terminated by AT&T, by notice in writing:
i) if NetSolve makes an assignment for the benefit of creditors (other
than solely an assignment of moneys due); or
ii) if NetSolve evidences an inability to pay debts as they become due,
unless adequate assurance of such ability to pay is provided within
thirty (30) days of such notice.
If a proceeding is commenced under an provision of the United States
Bankruptcy Code, voluntary or involuntary, by or against NetSolve, the
Agreement, this Attachment I, and any or all Orders my be immediately
terminated by AT&T.
c) This Attachment I and any or all Orders may be terminated at any time
by AT&T upon twenty-four hours' written notice in the event of NetSolve's
acquisition by or merger with a competitor of AT&T.
d) Effective July 1, 1998, AT&T may also terminate this Attachment I and
all Orders at its convenience at any time pursuant to the following:
Upon thirty (30) days written notification by AT&T, a 12 month ramp-down
period will take place. During this ramp down period, at AT&T's
discretion, any or all existing ports supported by NetSolve may be
transitioned. The number of ports that will be transitioned will be based
on a percentage of the number of ports existing at the beginning of the
ramp-down period.
The following targets represent the minimum percentage of ports that must
be supported by NetSolve during the ramp-down period, beginning the first
month of the period:
Ramp Down
Period Minimum Target Percentages to be Supported by NetSolve by
------ ---------------------------------------------------------
the end of the applicable three month period
--------------------------------------------
Months 1-3 85% of the number of ports existing at the beginning of
the ramp-down period
Months 4-6 60% of the number of ports existing at the beginning of
the ramp-down period
Months 7-9 30% of the number of ports existing at the beginning of
the ramp-down period
Months 10-12 0% of the number of ports existing at the beginning of
the ramp-down period
For example: If NetSolve is supporting 1000 ports at the beginning of the
ramp-down period, NetSolve must support 850 ports by the end of the third
month, 600 by the end of the sixth month, etc. The actual number of ports
that will be supported by AT&T during the ramp-down period will be
determined by AT&T, at its discretion, but if the actual percentage of
ports supported by NetSolve is less than the minimum target percentages
stated above, AT&T shall pay NetSolve based upon the minimum targeted
percentage at the rates established herein. Such payment shall constitute
a full and complete discharge of Company's obligation.
For example: If AT&T decides that NetSolve will only support 600 ports in
month three, AT&T shall pay NetSolve for 850 ports in month three.
Attachment I
to Agreement No. GSA00D
3) Termination of Individual Orders placed pursuant to this Attachment I -
a) AT&T may terminate such Order, without charge, upon 30 days written
notice if 1) AT&T's customer is dissatisfied with the Services performed
by NetSolve; or 2) AT&T's customer has a change in their normal course of
business that impacts services, such as relocation, office closings, or
moves; or if AT&T discontinues providing COFRAD services.
b) AT&T may terminate upon thirty (30) days written notice by AT&T, at no
charge, all Orders that upon expiration of the Service Term become "month
to month" Orders.
Attachment I-1
to Agreement No. GSA00D
ATTACHMENT I-1
CO FRAD Implementation and Management Services
Description of Service
AT&T CO FRAD Service is a value-added wide-area networking service. It supports
only SDLC and Bisync protocols utilizing frame-relay as the backbone transport
mechanism. FRAD's located in AT&T POP's provide protocol specific encapsulation
and reliable end-to-end frame delivery without the express need for CPE
equipment other than the normally required CSU/DSU. Currently, the service is
available with the following options:
1. Remote SDLC device (Point-point or Multi-point) to SDLC Host.
2. Remote SDLC device (Point-point or Multi-point) to Token-Ring attached
Host. (Requires additional CPE).
3. Remote SDLC device (Point-point or Multi-point) to frame-relay attached
(RFC 1490) Host.
4. Remote Bisync device (Point-point or Multi-point) to Bisync Host. (Requires
additional CPE).
5. Remote Bisync device (Point-point or Multi-point) to frame-relay attached
Host. (Requires additional CPE).
The purpose of the CO FRAD Implementation and Management Services effort is to
define and implement services to meet AT&T customer expectations for end to end
CO FRAD service implementation and management.
CO FRAD Implementation and Management Services Provided by NetSolve
All of the service descriptions found in this Attachment I shall pertain only to
the (i) "CO FRAD" FRAD located at an AT&T Central Office and (ii) related FRAD
located on the customer premises (hereafter referred to as "CPE"). These
descriptions shall not apply to any LAN, workstation, Front End Processor (FEP),
mainframe computer, minicomputer, DACS, frame-relay switch or any other
equipment located at either the customer's location or at an AT&T location.
The following services are offered to AT&T:
. CO FRAD Implementation Services
. Documentation Review
. CO FRAD Configuration
. 2 hour Implementation Support
. Full test and turn up of each remote device to customer
satisfaction (as defined in the Implementation Support section of
this Attachment I- 1)
. NMC Documentation
. CO FRAD Management Services
. 2/nd/ Level 7 X 24 Customer Fault Management
. CO FRAD 7 X 24 Event Monitoring
. CO FRAD NetFRAD Configuration Backup and Restoral
Attachment I-1
to Agreement No. GSA00D
COFRAD Implementation Services
Documentation Review
NetSolve shall review APD and supporting documentation.
This service includes:
. Review APD and supporting configuration documentation for completeness
and consistency,
. Verify that supplied information allows for a complete CO FRAD port
configuration.
. Verify with a high-level design review that supplied information and
configuration information fit into basic CO FRAD service.
. Respond to appropriate AT&T organizations with approval or rejection
of design and reasons for this.
. Work with AT&T to develop an appropriate, workable process for
reviewing and returning information.
AT&T shall:
. Enter all customers and information into an on-line APD document
. Assume responsibility for obtaining and verifying all information from
the customer.
CO FRAD Configuration
NetSolve shall create and enter a configuration into the CO FRAD based upon
information supplied by AT&T in the APD. NetSolve will download the
configuration no later than 1 business day before the scheduled install date or
else in coordination with an approved AT&T-defined change period or
implementation process.
This service includes:
. Downloading of necessary configuration information into COFRAD in
order to completely configure ports for customer connection.
. Configuration of both the COFRAD frame-relay interface and the COFRAD
port attached to the customer's local loop.
. Update COFRAD on-line documentation describing any changes that have
been made.
AT&T shall:
. Provide NetSolve with all needed provisioning information - APD will
be submitted to NetSolve coincident with submission of access in frame
relay component orders.
. Provide a process that indicates that a new physical port needs to be
configured.
Implementation Support
NetSolve shall provide the following end-to-end Implementation Support for the
implementation of the CO FRAD service for a customer. During the implementation
phase of the CO FRAD for a customer, NetSolve will:
. Be on-line by telephone with the customer and the appropriate AT&T
organizations for a 2-hour customer implementation period.
. Work with customer to verify end-to-end connectivity.
. Work with AT&T to resolve CO FRAD configuration.
AT&T shall:
. Insure that the customer has appropriate technical resources familiar
with customer's on-site CPE available to assist during the
implementation.
. Assume responsibility for additional services beyond the allotted time
at the Professional Services fee listed in Paragraph 4 - Payment for
Services.
NMC Documentation
NetSolve shall create a documentation database to provide a record of a
customer's inclusion into the CO FRAD service and to provide a central database
of information in the event of a problem.
Attachment I-1
to Agreement No. GSA00D
This service includes:
. On-line documentation to enable NetSolve to support the COFRAD.
. CO FRAD configuration information
. Customer contact lists
. Remote/Host PU device lists
. Update NetSolve on-line documentation.
. E-Mail APD to AT&T maintenance when implementation is complete
AT&T shall:
. Provide all customer-specific information.
. Enter information directly into AT&T's own database where applicable.
. Be responsible for following any internal AT&T processes.
. Provide electronic or on-line database documentation to NetSolve for
all information.
COFRAD Management Services
CO FRAD 7 X 24 X 365 Event Monitoring
Netsolve shall provide 7 X 24 X 365 event monitoring of the CO FRAD devices.
This service includes:
. 7 X 24 x 365 monitoring of the CO FRAD devices.
. Real-time response to CO FRAD device events.
. Proactive AT&T notification of CO FRAD based problems.
. Coordination of trouble resolution with AT&T NOC.
. Call Frame-relay NOC first if problem is customer affecting.
. Perform all back-ups for CO FRAD configurations and software.
AT&T shall:
. Provide Netsolve with on-line, real-time visibility to the CO FRAD
network.
. Allow NetSolve to make changes to COFRAD NetFrads where necessary or
as defined in
. AT&T provided guidelines.
. Provide a single POC for the resolution of troubles.
. Provide documented trouble handling procedures and information flows.
. Provide NetSolve with appropriate CO FRAD network documentation.
. Provide configuration support for the NetLink OmniView system on-site
at NetSolve used to provide network visibility.
. Provide updates so that NetSolve's NetLink OrnniView system remains at
the same information and software update levels as AT&T's system.
. Update all software and hardware on all CO FRAD NetFRAD's.
Attachment I-1
to Agreement No. GSA00D
2nd ▇▇▇▇▇ ▇ X 24 X 365 Customer Fault Management
NetSolve shall provide 2nd Level 7X24X365 fault management to AT&T in support of
CO FRAD customers. This would include the acceptance of trouble calls from AT&T,
isolation of 2nd level problems and working with AT&T to resolve them.
This service includes:
. 2nd ▇▇▇▇▇ ▇ ▇ ▇▇ ▇ ▇▇▇ ▇▇▇▇▇ Management for the COFRAD.
. Accepting trouble calls from AT&T Frame-relay NOC after 1st Level
Support has isolated the problem to the COFRAD
. Isolating troubles and escalating to Tier 3.
. Coordination with AT&T personnel
. Developing procedures with AT&T for accepting, resolving and closing
troubles.
AT&T shall:
. Provide Netsolve with on-line, real-time visibility to the CO FRAD
network.
. Provide a process to NetSolve for making CO FRAD changes to resolve
troubles.
. Provide a single POC for the resolution of troubles.
. Provide documented trouble handling procedures and information flows
with Accunet NOC and Frame-relay NOC.
. Provide 2nd level training sessions as required by NetSolve and AT&T.
Attachment I-2
to Agreement No.GSA00D
ATTACHMENT I-2
CO FRAD CPE Procurement, Implementation and Management Services
1.0 Description of Service
-----------------------
If requested by AT&T via the APD, NetSolve will perform the following Services
in support of AT&T COFRAD NetFRAD CPE:
AT&T will provide standard equipment configurations to sales teams and DNCs.
DNC will then submit their requirements for CPE based on these configurations
via the APD to NetSolve.
NetSolve will:
. Validate equipment configuration and final pricing
. Provide final pricing and equipment configuration to AT&T DNC
. NetSolve will prepare a formal equipment order and e-mail to DNC
. Order will include parts list and price of CPE
. Order will include software maintenance and on-site maintenance fees
. Order CPE on AT&T's behalf under appropriate AT&T contract.
. Order software and on-site maintenance on AT&T's behalf under appropriate
AT&T contract.
. Receive, stage, and configure CPE
. Receive equipment on AT&T's behalf
. Verify that order is complete
. Load a software configuration into the CPE device and repackage equipment
for shipment to customer.
. Ship CPE to end user
. Notify AT&T to Order and provision the Frame-Relay PVC for management to
end user CPE.
. Provide any necessary information for ordering to AT&T.
. Coordinate installation using AT&T's vendor of choice.
. Dispatch on-site maintenance provider on AT&T's behalf
. Direct on-site maintenance activity
. Verify that CPE is installed and working properly
. Verify connectivity to COFRAD and end-to-end communications between
CPE and COFRAD
. Provide ongoing management of end user CPE
. 7x24x365 proactive fault management of the CPE to the COFRAD
. Perform software updates on the FRAD as needed and verifyng the
CPE is fully operational
Attachment I-3
to Agreement No. GSA00D
ATTACHMENT I-3
CO FRAD NetFRAD Configuration Backup and Restoral
NetSolve shall perform periodic CO FRAD network backups in order to maintain
back-up copies of the NetFRAD configurations in the event of a configuration
loss. This would include the downloading of the appropriate backup into a
NetFRAD in the event a configuration needs to be restored. This service
assumes and is made available under the condition that an AT&T/NetLink supplied
backup routine does provide a sufficient, accurate and complete backup of a
configuration. NetSolve shall re-negotiate the pricing for this service if AT&T
can reduce the time required for backups or provide a completely automated
backup system.
This service includes:
. Daily backups of each NetFRAD when needed.
. Backups performed with AT&T supplied backup routines and tools.
. A Primary backup of each CO FRAD NetFRAD will be made to the
NetSolve NetFRAD hard drive.
. A Secondary backup of each CO FRAD NetFRAD will also be made to
AT&T's Tier 3 FRAD
. Download of backup configuration into CO FRAD in the event of a
failure.
. Re-provisioning of one business day of adds/moves/changes in the
event a backup does not completely restore a configuration
AT&T shall:
. Provide a reliable, functional and accurate backup system to
NetSolve in Austin.
. Work to improve the backup procedure such that it can be fully
automated.
. Be responsible for the cost of re-provisioning CO FRAD NetFRAD's in
the event of a backup failure.
. Allow NetSolve to perform periodic test of backups.
. Test backups with new CO FRAD operating software downloads.
--------------------------------------------------------------------------------
Attachment I-4
to Agreement No. GSA00D
Application Profile Document (ADP) CO-FRAD - SDLC-to-FRAME Order Form
--------------------------------------------------------------------------------
This Application Profile Document (APD) covers [xx] ports of CO FRAD Service and
[xx] CPE FRAD devices at the locations specified within this APD. This APD is
subject to all of the terms and conditions of Attachment I to the Agreement
between AT&T and Netsolve. The Service Term for the purposes of this ADP will be
[xx] months beginning [date] (the CRD).
By:________________________________________________________________
Authorized AT&T Representative
Name:
----------------------------------
Title:
---------------------------------
Date:
----------------------------------
1. Account Information
---------------------------------------------------------------------
Company Name: [ ] AT&T Sales Contact: [ ]
Customer TCON: [ ] Attmail ID: [ ]
TCOM Phone: [ ] Telephone: [ ]
Sales Order Number: [ ] Port number [ ] of [ ]
---------------------------------------------------------------------
2. ICORE FRAD Port Assignments
--------------------------------------------------------------------------------
FRAD Name: [ ] Access Port: RLP [ ] Port [ ] Channel [ ]
Network Port: RLP [ ] Port [ ] DLCI [ ]
--------------------------------------------------------------------------------
3. CO-FRAD SDLC Port/Device Information
Port Parameters Drop SDLC Device Parameters
--------------------------------------------------------------------------------
Port Speed: [ ] 2.4 [ ] 4.8 [ ] 9.6 [ ] ▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇: [ ]
Port Type: [ ] Terminal [ ] Host City/State: [ ]
PU id: [ ]
Window Size (1-7): [ ] Max Bytes Out: [ ]
Number of Drops: [ ]
------------------------------------------------------------------------------
2 Street Address: [ ]
City/State: [ ]
PU id: [ ]
Max Bytes Out: [ ]
------------------------------------------------------------------------------
3 Street Address: [ ]
City/State: [ ]
PU id: [ ]
Max Bytes Out: [ ]
------------------------------------------------------------------------------
4 Street Address: [ ]
City/State: [ ]
PU id: [ ]
Max Bytes Out: [ ]
------------------------------------------------------------------------------
5 Street Address: [ ]
City/State: [ ]
PU id: [ ]
Max Bytes Out: [ ]
------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Attachment I-4
to Agreement No. GSA00D
Application Profile Document (ADP) CO-FRAD - SDLC-to-FRAME Order Form
--------------------------------------------------------------------------------
-------------------------------------------------------------------------------
6 Street Address: [ ]
City/State: [ ]
PU id: [ ]
Max Bytes Out: [ ]
-------------------------------------------------------------------------------
7 Street Address: [ ]
City/State: [ ]
PU id: [ ]
Max Bytes Out: [ ]
-------------------------------------------------------------------------------
8 Street Address: [ ]
City/State: [ ]
PU id: [ ]
Max Bytes Out: [ ]
-------------------------------------------------------------------------------
9 Street Address: [ ]
City/State: [ ]
PU id: [ ]
Max Bytes Out: [ ]
-------------------------------------------------------------------------------
10 Street Address: [ ]
City/State: [ ]
PU id: [ ]
Max Bytes Out: [ ]
-------------------------------------------------------------------------------
11 Street Address: [ ]
City/State: [ ]
PU id: [ ]
Max Bytes Out: [ ]
-------------------------------------------------------------------------------
12 Street Address: [ ]
City/State: [ ]
PU id: [ ]
Max Bytes Out: [ ]
-------------------------------------------------------------------------------
13 Street Address: [ ]
City/State: [ ]
PU id: [ ]
Max Bytes Out: [ ]
-------------------------------------------------------------------------------
14 Street Address: [ ]
City/State: [ ]
PU id: [ ]
Max Bytes Out: [ ]
-------------------------------------------------------------------------------
15 Street Address: [ ]
City/State: [ ]
PU id: [ ]
Max Bytes Out: [ ]
-------------------------------------------------------------------------------
16 Street Address: [ ]
City/State: [ ]
PU id: [ ]
Max Bytes Out: [ ]
-------------------------------------------------------------------------------
Agreement #GSA005D
Page 1 of 31
AT&T MNS and NetSolve CONTRACT SERVICES AGREEMENT
Amendment No. 5
The Contract Services Agreement effective August 1, 1995, between NetSolve,
Incorporated ("NetSolve") and AT&T Corp. ("AT&T') ("Original Contract") as
heretofore modified by Amendments Number 1, 2, 3, and 4 (collectively the
"Agreement") is further amended as follows effective as of December 1, 1997:
Previous attachments A through E are hereby deleted and replaced with Attachment
A, B, , D, H, H- I and Appendices A and B.
Paragraphs 1-4 and 24 are to be deleted in the Original Contract and replaced
with the following for purposes of this Amendment No. 5 and Attachment A, B, D
and H, H- I and Appendices A and B but otherwise remain in effect, where
applicable, with respect to the other Amendments and Attachments to the
Agreement:
Paragraph 1 - Statement of Work
-------------------------------
[The original terms contained in this Paragraph 1 have been superseded by the
terms set forth in Amendment No. 11.0, which is attached hereto.]
Paragraph 2 - CONTRACT REPRESENTATIVE
-------------------------------------
[The original terms contained in this Paragraph 2 have been superseded by the
terms set forth in Amendment No. 11.0, which is attached hereto.]
Paragraph 3 - TERM
------------------
[The original terms contained in this Paragraph 3 have been superseded by the
terms set forth in Amendment No. 11.0, which is attached hereto.]
Paragraph 4 - PAYMENT FOR SERVICES
----------------------------------
[The original terms contained in this Paragraph 4 have been superseded by the
terms set forth in Amendment No. 11.0, which is attached hereto.]
The following paragraph is to be deleted from the Original Contract and replaced
with the following:
Paragraph 6B - COMPETITION
--------------------------
B. Such disclosure shall not be prohibited: (i) if NetSolve is required in a
judicial, administrative or governmental proceeding to disclose any such
information, but NetSolve shall provide AT&T with prompt notice of such
requirement so that AT&T may seek an appropriate protective order; or (ii) in
connection with a federal or state securities filing, or any other effort to
raise capital or borrow funds from any private or public source; provided
NetSolve shall provide AT&T with prompt notice of any disclosure (for example,
in connection with a road show regarding a pending public offering of
securities, NetSolve would inform AT&T in advance of the types of information
NetSolve proposes to disclose, such as the length and estimated value of this
contract). AT&T may seek an appropriate protective order if the parties do not
reach agreement about the scope or content of any proposed disclosure.
The following paragraph is to be deleted from the Original Contract and replaced
with the following:
Paragraph 7 - INVOICING AND PAYMENT
-----------------------------------
[The original terms contained in this Paragraph 7 have been superseded by the
terms set forth in Amendment No. 11.0, which is attached hereto.]
-2-
Agreement #GSA005D
Page 2 of 31
The following paragraph is modified to be included in the paragraph from the
Original Contract:
Paragraph 15 - INSURANCE
------------------------
Contractor will provide and use all reasonable efforts to cause its
subcontractors to provide the following minimum insurances:
(i) statutory workers compensation in accordance with all Federal, state and
local requirements;
(ii) employers' liability insurance in an amount not less than One Million
Dollars ($1,000,000) per each Bodily Injury Accident; One Million Dollars
($1,000,000) policy limit for Bodily Injury by disease; and One Million
Dollars ($1,000,000) each employee limit for Bodily Injury by disease;
(iii) commercial general liability (CGL) insurance in an amount not less than
One Million Dollars ($1,000,000) per each occurrence; Ten Million Dollars
($10,000,000) general aggregate limit. Such insurance shall include Broad
Form Contractual Liability, Broad Form Property Damage Liability,
personal and Advertising Injury, Completed Operations and Products. The
general aggregate limit may be satisfied by either a single CGL policy or
combination of a primary CGL and Umbrella Liability policies,
(iv) comprehensive auto liability covering all owned, non-owned, hired and
leased vehicles for Contractor's operations in an mount not less than One
Million Dollars ($1,000,000) combined single limit for bodily injury and
property damage for each occurrence.
(v) fidelity or crime insurance in an amount not less than One Million
Dollars ($1,000,000) each occurrence covering loss in connection with any
fraudulent dishonest acts committed by the employees of Contractor,
acting alone or in collusion with others, including the property and
funds of others in their care, custody or control;
(vi) Contractor shall maintain All Risk Property insurance covering the full
replacement value of all improvements, betterments and contents for which
Contractor owns or is responsible wherever located, including all
equipment, data, media and valuable papers necessary in performance of
the services. Such All Risk Property insurance shall include coverage for
a loss of revenue and extra expenses incurred as a result of a peril
covered under the policy in an amount adequate to cover the actual loss
sustained. Such All Risk Property insurance shall include coverage for
loss resulting from any destruction, distortion, or corruption of any
computer data, coding, program, or Software;
(vii) Contractor shall maintain Professional Liability or Errors and Omissions
insurance acceptable to AT&T covering Contractor's liabilities for loss
due to error, omission, negligence, mistakes, or failure to take
appropriate action in the performance of business or professional duties
of their employees in an amount not less than Two Million Dollars
($2,000,000);
All Commercial General Liability and Automobile liability insurance shall
designate AT&T Corp., its affiliates and subsidiaries, its directors, officers
and employees ("Company") as Additional Insureds. All such insurance should be
primary and non-contributory, and is required to respond and pay prior to any
other insurance or self-insurance available to AT&T as it pertains to the
Supplier's liability solely under this clause. Any other coverage available to
the AT&T applies on an excess basis.
Contractor and all Contractor's subcontractors shall furnish prior to the start
of work, certificates or adequate proof of the foregoing insurance including, if
specifically requested by Company, copies of the endorsements and insurance
policies. Current certificates of insurance should be obtained prior to the
commencement of work and be maintained with the contract. Company shall be
notified in writing at least thirty (30) days prior to cancellation of or change
in a policy. Carriers providing coverage will be rated by A.M. best with at
least an A-rating and a financial size category of at least Class VII.
The following paragraph is to be deleted from the Original Contract and replaced
with the following:
-3-
Agreement #GSA005D
Page 3 of 31
Paragraph 18 - PUBLICITY
------------------------
A. Unless AT&T has given NetSolve prior written consent: (1) no AT&T
identification or references to AT&T or AT&T's customers or the activities
undertaken by NetSolve under this Agreement shall be used in any of
NetSolve's advertising or promotional efforts and (2) neither NetSolve nor
any of NetSolve's employees, agents, subcontractors and suppliers shall
release for publication any article or other statement relating to AT&T,
AT&T's customers, or the activities undertaken by NetSolve under this
Agreement.
B. Such disclosure shall not be prohibited: (i) if NetSolve is required in
ajudicial, administrative or governmental proceeding to disclose any such
information, but NetSolve shall provide AT&T with prompt notice of such
requirement so that AT&T may seek an appropriate protective order; or (ii) in
connection with a federal or state securities filing, or any other effort to
raise capital or borrow funds from any private or public source; provided
NetSolve shall provide AT&T with prompt notice of any disclosure (for example,
in connection with a road show regarding a pending public offering of
securities, NetSolve would inform AT&T in advance of the types of information
NetSolve proposes to disclose, such as the length and estimated value of this
contract). AT&T may seek an appropriate protective order if the parties do not
reach agreement about the scope or content of any proposed disclosure.
The following paragraph is to be deleted from the Original Contract for this
Amendment No. 5 only and replaced with the following:
Paragraph 24 - TERMINATION
--------------------------
Termination of the Agreement - The termination of the Agreement shall not affect
the rights and obligations of either party under this Amendment No. 5 , and this
Amendment No.5 (and the provisions of the Agreement with respect to this
Amendment No. 5) shall continue in effect as though the Agreement had not been
terminated though
Termination of this Amendment No. 5 -
a) In the event either party shall be in breach or default of any of the terms,
conditions or covenants of this Agreement, or this Amendment No. 5, or any
or all Orders placed hereunder and such breach or default shall continue for
a period of thirty (30) days after the giving of written notice to the
defaulting party thereof by the non-defaulting party, then in addition to
all other rights and remedies of law or equity or otherwise (subject to the
limitations under Paragraph 36 of the Agreement), the non-defaulting party
at its discretion shall have the right to terminate any Orders placed by
AT&T hereunder which are directly affected by such breach or default without
any charge, obligation or liability whatsoever, except as to the payment for
Services already received and accepted by AT&T. If this Agreement is
terminated by AT&T due to NetSolve's breach or default, AT&T may begin a
Ramp Down period to transition existing Router Sites to other management
centers without limitation as to: (1) the number of sites transitioned per
month, or (2) decrease in the amount of monthly billing.
b) The Agreement and all Orders under Attachments A, B and H may be terminated
immediately by AT&T by notice in writing:
i) if NetSolve makes an assignment for the benefit of creditors (other
than solely an assignment of moneys due);
ii) if NetSolve evidences an inability to pay debts as they become due,
unless adequate assurance of such ability to pay is provided within thirty
(30) days of such notice;
(iii) if a proceeding is commenced under a provision of the United States
Bankruptcy Code, voluntarily by NetSolve,;
(iv) if a proceeding is commenced under a provision of the United States
Bankruptcy Code, involuntarily, against NetSolve, the Agreement may be
terminated by AT&T if such proceeding is not dismissed within thirty (30)
days.
c) This Amendment No. 5 and any or all Orders may be terminated at any time by
AT&T upon twenty-four hours written notice in the event of NetSolve's
acquisition by or merger with a competitor of AT&T.
d) Termination of Individual Orders placed pursuant to this Attachment A-AT&T
may terminate individual Orders for Router Sites without charge, upon 30
days written notice, if: a) AT&T's customer is dissatisfied with the
Services performed by NetSolve and NetSolve is unable to correct the
Services to the customer's reasonable satisfaction within the 30 day notice
period; or b) AT&T's customer is expanding and NetSolve is unable to provide
the services defined in Attachment A or Attachment B.
e) Following the Expiration Date (as outlined in Paragraph 3 of this Attachment
A), a twelve month RampDown will take place and existing Router Sites may be
transitioned to other management centers at AT&T's discretion.
Notwithstanding the previous sentence, the net ▇▇▇▇▇▇▇▇ to AT&T under Items
3 and 4 of Table 1, Paragraph 4, (regardless of the number of sites actually
managed by NetSolve) shall not be less than the net amount billed in the
last full month prior to the Expiration Date less 8% for each full month
that has passed following the Expiration Date; however, no amounts shall be
due after twelve (12) full months following the Expiration Date except for
any Router Sites still managed by NetSolve where AT&T and NetSolve have
mutually agreed NetSolve should still provide service.
f) In the event of expiration or termination of this Agreement, in whole or in
part, wherein all or some portion of the work will be performed by Company
itself or elsewhere, Supplier agrees to provide all reasonable efforts and
full cooperation in the orderly transition of the work to Company designated
Network Management centers, provision of reports, data configuration files
and similar customer specific information and media necessary for
continuation of the work transferred, continuation of work at reducing
levels if necessary during a transition period and at reduced levels if work
is transferred in part. Prices for additional work related to customer
transition are covered in Table 1, Paragraph 4, Amendment 5 of this
Agreement.
The following paragraph is to be deleted from the Original Contract and replaced
with the following:
Paragraph 27 - WARRANTY
-----------------------
NetSolve warrants that (1) the work performed under this Agreement shall proceed
with promptness and diligence and shall be executed in a first class workmanlike
manner, in accordance with the highest professional standards in the field and
to AT&T's reasonable satisfaction, and 2) that material furnished hereunder will
be free from defects in design (except to the extent designed by AT&T), material
and workmanship and will conform to and perform in accordance with
specifications. Except as set forth in this Section 27, NetSolve makes no
warranty of merchantability, fitness for a particular purpose, noninfringement,
or of any other kind, express or implied. The products and services provided
hereunder do not constitute "consumer goods" for any purpose. NetSolve does not
warrant that any service, or the operation of any product or software, provided
under this Agreement will be uninterrupted or error-free. AT&T acknowledges that
the products and services provided hereunder are not designed or intended by
NetSolve for use or resale in, or for incorporation into products or services
used in, on-line control equipment in hazardous environments requiring fail-safe
performance, such as in the operation of nuclear facilities, aircraft navigation
or aircraft communication systems, air traffic control, direct life support
machines or weapons systems, in which the failure of the products or services
could lead directly to death, personal injury, or severe physical or
environmental damage ("High Risk Activities"). NetSolve specifically disclaims
any express or implied warranty of fitness for High Risk Activities.
The following paragraph is to be deleted from the Original Contract and replaced
with the following:
Paragraph 30 - INDEMNITY
------------------------
All persons furnished by NetSolve shall be considered solely NetSolve's
employees or agents, and NetSolve shall be responsible for payment of all
unemployment, social security and other payroll taxes, including contributions
when required by law. NetSolve agrees to defend, indemnify and save harmless
-4-
Agreement #GSA005D
Page 4 of 31
Company, its affiliates, its and their customers and each of their officers,
directors, employees, successors and assigns (all hereinafter referred to in
this Paragraph 30 as "Company") from and against any losses, damages, claims,
demands, suits, liabilities, fines, penalties and expenses (including reasonable
attorney's fees) that arise out of or result from: (1) bodily injuries or death
to persons or damage to real or tangible property, including theft, to the
extent caused (or until finally determined otherwise, alleged to have been
caused) by NetSolve's personnel or persons furnished by NetSolve to perform
installation, maintenance or similar services or Services on Company's premises
(provided that services or Services provided from a remote location, through
electronic means, will not be deemed to be furnished "on Company's premises");
(2) assertions under Workers' Compensation or similar acts made by persons
furnished by NetSolve or by any subcontractor or by reason of any bodily
injuries to such persons for which Company would be responsible under Workers'
Compensation or similar acts if the persons were employed by Company; (3) liens
against Company real or tangible property, or claims against Company, resulting
from NetSolve's failure to satisfy claims of subcontractors for payment for
labor, equipment or materials furnished by NetSolve under this Agreement; or (4)
any failure by NetSolve to perform NetSolve's obligations under this clause;
provided Company provides NetSolve prompt notice of any such claim, demand or
suit, fully cooperates in the defense and settlement thereof, and gives NetSolve
full control of the defense and settlement thereof. Notwithstanding the
foregoing, AT&T may join in the defense of any action, with its own counsel and
at its own expense, and in such circumstances, the parties' counsel will
reasonably coordinate their defense strategies. If a party is required, under a
proposed settlement, to take any action or refrain from taking any action, the
settlement may not be entered without such party's written consent, which will
not be unreasonably withheld or delayed.
The following paragraph is added to the Original Contract:
Paragraph 35 - INFRINGEMENT
---------------------------
NetSolve shall indemnify and save harmless AT&T, its affiliates, and their
customers, and each of their officers, directors, employees, successors and
assigns (all hereinafter referred to in this clause as AT&T) from and against
any losses, damages, liabilities, fines, penalties, and expenses (including
reasonable attorneys' fees) that arise out of or result from any proved or
unproved claim of infringement of any patent, copyright trademark or trade
secret right, or other intellectual property right or any other proprietary
interest to the extent arising from the use of any product or service provided
hereunder, and will pay any judgment rendered on such claim (each of such claims
called an "Infringement Claim"), provided AT&T provides NetSolve prompt notice
of any such claim, fully cooperates in the defense and settlement thereof, and
gives NetSolve full control of the defense and settlement thereof. NetSolve
further agrees that in the event that a lawsuit includes other claims in
addition to the indemnified infringement claims, AT&T shall retain sole control
of such other claims.
The foregoing obligations do not apply with respect to claims arising from or in
connection with: (i) equipment or products not bearing a NetSolve trademark
(such as Cisco routers, Bay Networks hubs and other third party equipment); (ii)
the combination of any product or service (including any Service) provided by
NetSolve with any service, product, data, process or material not obtained from
NetSolve hereunder, or (iii) any claim that could have been avoided if AT&T or
its customer had discontinued allegedly infringing activity after AT&T has been
advised of the alleged infringement and has failed to follow remedial actions
proposed by NetSolve. If any claim under exceptions (i) or (ii) is brought
against NetSolve, AT&T agrees to indemnify and defend NetSolve with respect to
each such claim (also called an "Infringement Claim"). If an Infringement Claim
arises solely from NetSolve's adherence to AT&T's written instructions regarding
services or tangible or intangible goods provided by NetSolve ("Items") and if
the Items are not (1) commercial items available on the open market or the same
as such items, or (2) items of NetSolve's designated origin, design or
selection, AT&T shall indemnify NetSolve. AT&T or NetSolve shall defend or
settle, at its own expense any demand, action or suit on any Infringement Claim
against the other for which it is the indemnitor under the preceding provisions
and each shall timely notify the other of any assertion against it of any
Infringement Claim and shall cooperate in good faith with the other to
facilitate the defense or settlement of any such claim.
-5-
Agreement #GSA005D
Page 5 of 31
The following paragraph is to be added to the Original Contract:
Paragraph 36 - LIMITATION OF LIABILITY
---------------------------------------
Notwithstanding any other provision of this Agreement:
1) Neither party shall be liable for incidental or consequential damages or for
loss of profits or revenue (all such damages referred to herein individually
and collectively as "Indirect Damages") arising from or in connection with
this Agreement or any service (including any Service) or product ordered or
provided hereunder, whether or not foreseeable and whether or not based on
breach of warranty, contract, negligence, strict liability, tort or
otherwise; provided, however, that this limitation of liability shall not
apply to "special damages" (e.g., lost wages) arising from bodily injury or
death to persons, or to a party's obligations under the following Sections:
a) Indemnity (provided, however, except for special damages arising from
bodily injury or death to persons, NetSolve shall not be liable for
Indirect Damages if a claim arises out of or in connection with the use
or supply of any product or service (including any Service) obtained
hereunder, and AT&T could legally have disclaimed liability for such
Indirect Damages in its contract with its customer).
b) Infringement
c) Insurance (provided NetSolve's liability for breach of the Section
entitled "Insurance" shall not exceed the liability that would have
existed if NetSolve had complied with the provisions of such Section)
d) Compliance with laws.
e) Use of Information (provided that this exception will apply only to a
willful breach by a party of its obligation not to disclose to
unauthorized third parties confidential information regarding the other
party's customers. In the event of such a breach: (i) the breaching
party's total aggregate liability, for direct damages, Indirect Damages
or otherwise, arising from or in connection with such breach shall not
exceed one million dollars ($1,000,000) in total; and (ii) damages
awarded under this exception (e) will not "count" toward the aggregate
damage limit set forth in subsection 2 below. The party alleging such a
breach will have the burden of proving all elements of the alleged breach
and any alleged damages, including willfulness, proximate causation and
amount of damages, which must be capable of being ascertained with
substantial certainty.)
For purposes of this Agreement. conduct by a party's employee or contractor
acting outside the scope of his, her or its authority will not be attributed to
that party, except to the extent such losses are covered by the party's
insurance (or, if AT&T is self-insured, to the extent such losses would have
been covered by insurance if AT&T had the same policies of insurance as NetSolve
then has).
-6-
Agreement #GSA005D
Page 6 of 31
2. Notwithstanding the foregoing, neither party's total aggregate liability
(for direct damages, Indirect Damages or otherwise) arising from or in
connection with this Agreement or any product or service (including any Service)
ordered or provided hereunder shall exceed:
(i) for claims for which the party has insurance coverage, the amount paid
to the party by the insurance carrier (or, if AT&T is self-insured,
the amount that would have been paid to AT&T by an insurance carrier
if AT&T had the same policies of insurance as NetSolve then has);
(ii) for all other claims, one million dollars ($1,000,000) in total,
provided, however, that these limitations of liability shall not apply to direct
or special damages arising from bodily injury or death to persons, or to a
party's obligations under the following Sections:
a) Indemnity (provided, however, except for special damages arising from
bodily injury or death to persons, NetSolve shall not be liable for
damages if a claim arises out of or in connection with the use or supply
of any product or service (including any Service) obtained hereunder, and
AT&T could legally have disclaimed liability for such damages in its
contract with its customer).
b) Infringement
c) Insurance (provided NetSolve's liability for breach of the Section
entitled "Insurance" shall not exceed the liability that would have
existed if NetSolve had complied with the provisions of such Section)
d) Payment for Services, Payment, Taxes, Invoicing and Payment
e) Use of Information (provided that this exception will apply only to a
willful breach by a party of its obligation not to disclose to
unauthorized third parties confidential information regarding the other
party's customers. In the event of such a breach: (i) the breaching
party's total aggregate liability, for direct damages, Indirect Damages
or otherwise, arising from or in connection with such breach shall not
exceed one million dollars ($1,000,000) in total; and (ii) damages
awarded under this exception (e) will not "count" toward the aggregate
damage limits set forth above. The party alleging such a breach will have
the burden of proving all elements of the alleged breach and any alleged
damages, including willfulness, proximate causation and amount of
damages, which must be capable of being ascertained with substantial
certainty.)
The limitations on and disclaimers of remedies, warranties and damages set forth
in this Agreement will apply whether or not any remedy provided hereunder fails
of its essential purpose.
-7-
Agreement #GSA005D
Page 7 of 31
The following paragraph is to be added to the Original Contract:
Paragraph 37 - YEAR 2000 COMPLIANCE
-----------------------------------
NetSolve warrants that any computer software or services supplied or delivered
by or for NetSolve under this Agreement (i) will handle date information before,
during and after January 1, 2000, including but not limited to accepting date
input, providing date output and performing calculations on dates or portions of
dates, (ii) will function without any adverse change in operations caused by the
advent of the new century, (iii) will respond to two-digit year date input, or
allow the user to enter a four digit year, in a way that resolves the ambiguity
as to century in a disclosed, defined and predetermined manner, and (iv) will
store and provide output of date information in ways that are unambiguous as to
century.
ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME
NETSOLVE, INCORPORATED AT&T CORP.
By: [▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (printed)] By: [▇▇▇▇▇ ▇▇▇▇▇▇ (printed)]
---------------------------- ------------------------------------
Signature: [▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [signature] By: [▇▇▇▇▇ ▇▇▇▇▇▇ (signature)]
---------------------------- ------------------------------------
Title: [President & CEO (printed)] Title: [Supplier Mgr-Data Netw'g (printed)]
---------------------------- ------------------------------------
Date: [12-24-97 (printed)] Date: [1/14/98 (printed)]
---------------------------- ------------------------------------
[The original terms contained in Attachment A have been superseded by the terms
set forth in Amendment No. 11 which is attached hereto.]
[The original terms contained in Attachment B have been superseded by the terms
set forth in Amendment No. 11 which is attached hereto.]
[The original terms contained in Appendix A have been superseded by the terms
set forth in Amendment No. 11 which is attached hereto.]
[The original terms contained in Appendix B have been superseded by the terms
set forth in Amendment No. 11 which is attached hereto.]
[The original terms contained in Attachment D have been superseded by the terms
set forth in Amendment No. 11 which is attached hereto.]
[The original terms contained in Attachment H have been superseded by the terms
set forth in Amendment No. 11 which is attached hereto.]
[The original terms contained in Attachment H-1 have been superseded by the
terms set forth in Amendment No. 11 which is attached hereto.]
Attachment J
To Agreement No. GSA00D
Amendment No. 6
The Contract Services Agreement effective August 1, 1995, between NetSolve,
Incorporated ("NetSolve") and AT&T Corp. (AT&T") as heretofore modified by
Amendments Number 1, 2, 3, 4 and 5 (collectively the "Agreement" ) is further
amended as follows effective as of February 20, 1998:
1) Attachment J entitled "Smart Frame Relay Service offerings Trial Period" is
hereby added and by this reference made part of this Agreement.
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
NETSOLVE, INCORPORATED AT&T CORP.
By: [▇▇▇▇▇▇▇ ▇▇▇▇▇▇] By: [▇▇▇▇ ▇▇▇▇▇]
-------------- ----------
Signature: [Signature of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇] Signature: [Signature of ▇▇▇▇ ▇▇▇▇▇]
----------------------------- -------------------------
Title: [VP Marketing] Title: [Supplier Manager]
------------ ----------------
Date: [2/19/98] Date: [2/23/98]
------- -------
-1-
Attachment J
To Agreement No. GSA00D
ATTACHMENT J
Smart Frame Relay Service
Trial Period
This Attachment for Contract Services ("Attachment J") to the Agreement covers
the trial period for CO FRAD Smart Frame Relay Service, Systems Integration,
Project Management and Installation Coordination ("Service") that NetSolve shall
provide to AT&T in support of AT&T's CO FRAD Service offering, as requested by
AT&T and as described herein. This Attachment is an integral part of the
Agreement and shall be governed by the terms of the Agreement. In the event of
any conflict between the terms of this Attachment and the terms of the
Agreement, the terms of this Attachment shall prevail with respect to the
Services provided under this Attachment J.
For purposes of this Attachment J the following Paragraphs in the Agreement are
deleted in their entirety and replaced with the Paragraphs below:
Paragraph 1 - Statement of Work:
NetSolve shall provide Services to AT&T in support of AT&T's CO FRAD Smart Frame
Relay Service offering trial period in accordance with the "Statement of Work,"
Attachments J-1, J-2, and J-3 hereto. Services shall be available to AT&T in the
United States. Modifications to this Statement of Work and its requirements as
set forth in Attachments J-1, J-2 and J-3 may be requested from time to time by
AT&T without the need for a formal amendment to Attachment J. The pricing
contained herein shall apply to Services requested or any modification, provided
that the modifications requested do not require the furnishing of more material
or labor by NetSolve or longer times for performance of services. NetSolve shall
immediately notify AT&T's Contract Representative, in writing, of any requested
modification which NetSolve feels will require an increase to the prices
contained in Paragraph 4 - Payment for Services, and shall furnish the amount of
such proposed increase in such writing. Following delivery of such notice,
NetSolve shall not proceed with Services for any such modification until AT&T
and NetSolve Contract Representatives agree, in writing, to the appropriate
charges.
Paragraph 2 - Contract Representative:
AT&T's Contract Representative for this Attachment J is ▇▇▇▇ ▇▇▇▇▇▇▇. AT&T will
notify NetSolve in writing if a new Contract Representative is designated by
AT&T.
Paragraph 3 - Term
The effective date of this Amendment No. 6 is February 20, 1998. This Amendment
covers a "Trial Period", which is defined as a minimum of 1000 units installed
and in service. This Amendment shall continue until replaced with a new
amendment which AT&T intends to execute for full deployment of the CO FRAD Smart
Frame Relay Service after the initial Trial Period. When that amendment is
signed, those fees and terms and conditions will supercede all provisions of
this Amendment No. 6.
Either AT&T or NetSolve may terminate this Amendment No. 6 (in which case AT&T
will assume the NetSolve responsibilities) effective ninety days after written
notice.
NetSolve will be ready to implement customer networks forty-five 45 days after
contract signature.
-2-
Attachment J
To Agreement No. GSA00D
Paragraph 4 - Payment for Services
For services performed by NetSolve under this Attachment J, AT&T will pay
NetSolve the following:
1) For the Services described in Attachments J-1 through J-3 the charges shall
be as follows:
Monthly Service Prices - Recurring Services
-------------------------------------------
SFRS 1 - $/*/ Per DSU Per Month
SFRS 2 - $/*/ Per DSU Per Month
Services Prices - Non Recurring Services
----------------------------------------
Project Implementation Fee - Waived for Trial Period
Remote Installation using an AT&T contractor - Waived for Trial Period
Rescheduling Charges
--------------------
Standard NetSolve rescheduling fee for each site that requires rescheduling with
less than seven (7) days advance notice. No charges will be assessed for the
first such rescheduling of each site.
Standard Rescheduling Fee - $50 per DSU site
Monthly Minimum (To be negotiated after the Trial Period during the General
---------------
Agreement)
Time and Material Services
--------------------------
All Time and Material Services are to be authorized in writing by AT&T prior to
the actual dispatch of on-site work by NetSolve or a NetSolve provider.
. $200 per hour for on-site work (minimum of 4 hours plus travel expenses if
requested for on-site work); $165 per hour for Time and Material Services done
remotely. No travel expenses will apply if none are incurred by NetSolve or
charged to NetSolve by its provider.
Project Initiation Fees
-----------------------
AT&T has agreed to provide, at no charge, a number of important infrastructure
cost, e.g., management ports and PVCs, Visual DSUs, and all the necessary
hardware and software required to implement the Visual ▇▇▇ function. In
addition, NetSolve will be required to modify and add new systems, processes and
tools in order to support this service. A one time charge for implementing this
project due upon initiation of the Trial Period is $350,000.
Pricing After initial Trial Period
----------------------------------
The pricing of the Services described in Attachment J will be reviewed after the
completion of a 1000 device trial installation and support period (Trial
Period). Pricing may be either increased or decreased upon mutual agreement
based on NetSolve's experience in interfacing with the AT&T systems and other
processes, as well as NetSolve gaining an understanding of the time actually
required to perform these services. Absent such agreement on pricing, either
AT&T or NetSolve may elect to cap the number of devices to be installed and
managed or to terminate the Services and this Amendment 6.
--------------------
/*/An asterisk (*) appears on this page at each place where information has been
omitted. The omitted information has been filed separately with the Securities
and Exchange Commission with a Request for Confidential Treatment of the omitted
information.
-3-
Attachment J
To Agreement No. GSA00D
ATTACHMENT J-1
Description of Services
Systems Integration, Project Management, and Installation Coordination -
Statement of Work
Service Description This Statement of Work for NetSolve's Systems Integration,
-------------------
Project Management, and Installation Coordination service defines the
responsibilities and deliverables for AT&T and NetSolve with respect to
coordinated ordering, delivery, and installation coordination of DSU/CSUs (DSU)
and ports and PVCs in support of the AT&T Smart Frame Relay Service Level 1 and
Level 2 (SFRS1 & SFRS2, respectively).
The terms Network or Network Components mean all hardware and network components
from the managed DSU at one location to the managed DSU at any other location,
including the frame relay ports and PVCs and local access to the AT&T frame
relay switch, for any locations covered by SFRS1 or SFRS2.
NetSolve Responsibilities
Program Management
------------------
NetSolve will develop the NetSolve Operations Support Systems (OSS) and
Performance Archive Manager (▇▇▇) system enhancements to provide the SFRS1&2
service.
Project Management
------------------
NetSolve will perform the following project management tasks:
A. Input required End User information into AT&T's Order Manager system
B. Input required End User information into NetSolve's OSS Management
system
C. Enter required End User information in the Performance Archive Manager
(▇▇▇) platform based on SFRS level supported
D. Place order with AT&T (to be billed to End User) for the Network
Components of the SFRS service including the ports and PVCs
E. Place order with AT&T for the PVC management channel from each DSU to
the NetSolve NMC (to be billed to End User or provided at no charge by
AT&T)
F. Develop an installation schedule with the End User contact for each site
based on installation intervals supplied by AT&T
G. Verify correct circuit numbers, DLCI information, and firm order
commitment dates (against End User requested date) as received from AT&T
Order management system
H. Provide site survey information for the End User, as required, to enable
proper equipment installation
I. Track and report systems integration and equipment installation status
to AT&T and End User at times and in a format selected by NetSolve and
follow up with AT&T, the equipment suppliers, and the End User to
reschedule if dates are missed, or change
J. Interface directly with mutually agreed upon AT&T systems
K. Conduct a post-installation review with the End User and initiate
necessary corrective action
-4-
Attachment J
To Agreement No. GSA00D
L. Create, issue, manage, and maintain the IP address plan to connect the
DSUs to the management tools
Installation
------------
NetSolve will perform the following with respect to End User installations:
A. NetSolve will coordinate testing of the End User premise DSU equipment
with the AT&T frame relay to test for end-to-end Link Management
Interface (LMI) connectivity of all the managed components as each site
installation is completed
B. NetSolve will turn up and verify the operational status of the OSS and
Visual Networks polling and archiving systems in accordance with the
SFRS1&2 services
Post Installation Activities
----------------------------
. NetSolve will coordinate with the appropriate groups inside AT&T to
expeditiously enable an installed customer to upgrade from SFRS1 to SFRS2
Service
. NetSolve will provide post-installation end user moves/adds/changes (M/A/Cs)
as requested by AT&T, and coordinate such activity within the guidelines of
new service implementation contained herein
NetSolve Reporting
------------------
A. NetSolve will report on the following metrics:
1. Number of Sites Scheduled
2. Number of Sites Installed
3. % Installed On Time to Interval
4. % On Time to Customer Request Date
5. Average Interval:
a. AT&T Signed Order to Installation Complete
b. Order to NetSolve to NetSolve Order of Services
c. Order to NetSolve to All Firm Order Commitment Dates Received
6. Jeopardy Analysis for Misses categorized by:
a. Customer issues
b. NetSolve Internal Operations
c. Vendor (Install, Maintenance)
d. Carrier (LEC and IXC) Provisioning
e. Non-Carrier Vendors
NetSolve and AT&T will mutually agree on these metrics as well as the metrics
containing performance penalties.
Billing
-------
A. NetSolve will provide AT&T information reasonably required for AT&T to
resolve billing issues with End Users.
-5-
Attachment J
To Agreement No. GSA00D
AT&T Responsibilities
Program Management
------------------
A. Provide NetSolve with an order document (either electronic or FAX)
containing information mutually agreed to by NetSolve and AT&T
B. Provide NetSolve the recommended equipment configurations for Network
Components
C. Provide NetSolve with Visual Networks ▇▇▇ software and the appropriate
hardware and operating environment at no charge
D. Provide NetSolve with on-line access to the appropriate AT&T internal
systems at no charge
E. Provide Visual Networks DSUs to a third party service provider chosen by
AT&T for NetSolve to coordinate with on Installation.
F. Introduce to NetSolve appropriate third party contacts to allow NetSolve to
escalate to these partners in the event of a possible customer satisfaction
issue
Systems Integration
-------------------
AT&T shall provide the following systems integration support:
A. Train the appropriate NetSolve staff (at NetSolve's location) on the AT&T
internal systems to be used by NetSolve
Project Management
------------------
AT&T shall provide the following project management support:
A. Provide the properly configured DSUs and associated cables to each customer
location to support the program
B. Provide necessary installation of DSUs at each customer location
C. Manage issues pertaining to circuit installation by the local exchange
carrier on an escalation basis as requested by NetSolve
D. Provide NetSolve with site, contact (including any applicable escalation
lists and off-hours contacts), and technical information reasonably
required by NetSolve to perform its responsibilities
E. Provide NetSolve with the network management transport components including
PVCs, ports, circuits, and access charges at the NetSolve NMC
Billing
-------
AT&T will manage all policy based billing issues relative to the End User
End User Responsibilities
-------------------------
A. AT&T is responsible for site preparation in accordance with manufacturer's
specifications
B. AT&T will allow access to their site for installation services, as
reasonably requested
-6-
Attachment J
To Agreement No. GSA00D
ATTACHMENT J-2
Smart Frame Relay Service-Level 1 ("SFRS1") - Statement of Work
Service Description SFRS1 is a network management service for frame relay data
-------------------
transport and RMONbased DSUs/CSUs supplied by Visual Networks ("DSU"). The
service includes proactive monitoring of the DSU, certain defined fault
identification and resolution processes, DSU software upgrade services, and
reporting. These services will be provided to AT&T end user customers ("End
Users") by NetSolve acting on behalf of AT&T. These services will be provided
remotely from the NetSolve Network Management Center ("NMC").
The terms Network or Network Components mean all hardware and network components
from the managed DSU at one location to the managed DSU at any other location,
including the frame relay ports and PVCs and local access to the AT&T frame
relay switch, for any locations covered by SFRS1.
NetSolve Responsibilities
-------------------------
Monitoring and Fault Management
-------------------------------
NetSolve will perform the following Monitoring and Fault Management
activities:
A. Provide the End User with appropriate NMC contact information.
B. Provide 24 hour per day, 7 day per week monitoring of the End User's DSUs
from the NMC. Monitoring will consist of a combination of polling and
threshold alarms from the DSU. The following parameters will be set in the
DSU to generate alarms:
1. PVC utilization and throughput
2. Access line utilization and throughput
C. Upon receipt of a "Loss of LMI" alarm at the NMC from a DSU, or a call
from customer indicating a network outage or performance issue, fault
identification and resolution procedures will be implemented to include
the following:
1. Notify the End User (except where the End User has reported the
outage) that an alarm has been received and that the fault
identification and resolution process is being implemented
2. Notify the End User designated contact of the outage and provide such
contact with status updates
3. Open a Trouble Ticket in NetSolve's Trouble Ticket system and initiate
fault isolation procedures including:
a. Notify End User to verify site power and operating location
integrity
b. Analyze alarm/trap log for the site to determine source of trouble
c. Check DSU for availability and if site DSU appears functional
NetSolve will:
i) Open a Trouble Ticket electronically in AT&T's Ticket Manager
system
ii) Monitor Ticket Manager for updates from AT&T/LEC testing
iii) Upon resolution notification from Ticket Manager, test for
LMI and notify the End User of service restoration
d. If trouble appears to be site DSU related, NetSolve will:
i) Utilize additional non-managed parameters available from the
DSUs to assist in troubleshooting efforts and customer
presentation as needed from either the NMC or AT&T Network
Operations Center
-7-
Attachment J
To Agreement No. GSA00D
ii) Dispatch a service technician to the End User site when
necessary, and manage situation to service restoration
iii) Close ticket in AT&T's Ticket Manager system
D. Escalate Trouble Tickets within the NetSolve organization on a standard
schedule established by NetSolve which is based upon target fault
isolation and repair times. While escalation is automatic, the End User
may request escalation with NetSolve at any time.
E. When fault isolation procedures indicate a problem with non-Network
Components, NetSolve will provide the End User with information gathered
during the fault isolation process in an effort to aid the End User in
restoring service.
F. Store information to be mutually agreed upon (for a period of time to be
mutually agreed upon) from each polled DSU in the Performance Archive
Manager (▇▇▇) system to aid in the analysis of network performance
problems on an as needed basis.
Information Management and Reporting.
-------------------------------------
NetSolve will provide the following reporting on a monthly basis, to begin
following the first full month of SFRS1, for each DSU included in Network
Components.
A. End User Network Availability Report and Trouble Ticket Summary Report
detailing the measured availability and recorded periods of network outage
B. DMOQ performance on the following metrics:
1. Call Center Responsiveness
a. Number of Calls
b. Average Speed of Answer
c. Abandoned Call Rate
d. Average Time for Abandon Calls
2. Operations & Fault Management
A sample of the current Managed Router Service report is attached to
demonstrate the type of reports that can be made available. The reports
will be modified to reflect the difference between MRS and the SFRS
services.
3. NetSolve and AT&T will mutually agree on these metrics as well as the
metrics containing performance penalties.
Post Installation Activities
----------------------------
. NetSolve will coordinate with the appropriate groups inside AT&T to
expeditiously enable an installed customer to upgrade from SFRS1 to SFRS2
Service
. NetSolve will provide post-installation end user moves/adds/changes (M/A/Cs)
as requested by AT&T, and coordinate such activity within the guidelines of
new service implementation contained herein
Software and Firmware Control
-----------------------------
NetSolve will perform the following with respect to Software and Firmware
Control:
A. Remotely install software upgrades which the End User is entitled to under
applicable maintenance agreements between the End User and their equipment
maintenance provider, or
-8-
Attachment J
To Agreement No. GSA00D
which are provided by the manufacturer to correct defects. Upgrades requiring
additional software / firmware, additional or upgraded hardware, or on-site
installation will be performed at an additional fee. Software upgrades in
excess of one per DSU per year will be at an additional charge to be mutually
agreed upon by AT&T and NetSolve.
B. Maintain a back-up copy of the DSU software in a management platform in the
NMC for downloading or modification.
AT&T Responsibilities
Program Management
------------------
A. Provide NetSolve the recommended equipment configurations for Network
Components
B. Provide NetSolve with Visual Networks ▇▇▇ software and the appropriate
hardware and operating environment at no charge
C. Provide NetSolve with on-line access to the appropriate AT&T internal
systems at no charge
D. Provide the Visual Networks DSUs to each End User at no charge to NetSolve,
and provide insurance coverage to cover risk of loss or damage while in
transit or in NetSolve's possession
E. Introduce to NetSolve appropriate partner contacts to allow NetSolve to
escalate to these partners in the event of a possible customer satisfaction
issue
End User Responsibilities
-------------------------
A. The End User is responsible for managing all non-Network Components,
including the LAN or other network environment located on the local side of
the DSU. If in connection with providing SFRS1 services, NetSolve isolates
the problem to be on the LAN side of the Network Components, an NMC
engineer will consult with the End User and obtain written authorization
prior to performing additional work, which will be at NetSolve's standard
rates for Professional Services. In the event such work is approved and the
problem is finally determined to be with a Network Component, no such
additional charges will be billed to the End User.
B. The End User must provide at its cost a management channel PVC from each
DSU to the NMC.
C. The End User must provide the NMC with notice of any changes which the End
User intends to make to the Network Components before such changes are
made.
-9-
Attachment J
To Agreement No. GSA00D
ATTACHMENT J-3
Smart Frame Relay Service-Level 2 ("SFRS2") - Statement of Work
Service Description SFRS2 is a network management service for frame relay data
-------------------
transport and RMON-based DSUs/CSUs supplied by Visual Networks ("DSU"). The
service includes proactive monitoring of the DSU, certain defined fault
identification and resolution processes, DSU software upgrade services, and
reporting. These services will be provided to AT&T end user customers ("End
Users") by NetSolve acting on behalf of AT&T. These services will be provided
remotely from the NetSolve Network Management Center ("NMC").
The terms Network or Network Components mean all hardware and network components
from the managed DSU at one location to the managed DSU at any other location,
including the frame relay ports and PVCs and local access to the AT&T frame
relay switch, for any locations covered by SFRS2.
NetSolve Responsibilities
-------------------------
Monitoring and Fault Management
-------------------------------
NetSolve will perform the following Monitoring and Fault Management
activities:
A. Provide the End User with appropriate NMC contact information.
B. Provide 24 hour per day, 7 day per week monitoring of the End User's DSUs
from the NMC. Monitoring will consist of a combination of polling and
threshold alarms from the DSU. The following parameters will be set in the
DSU to generate alarms:
1. PVC utilization and throughput
2. Access line utilization and throughput
C. Upon receipt of a "Loss of LMI" alarm at the NMC from a DSU, or a call
from customer indicating a network outage or performance issue, fault
identification and resolution procedures will be implemented to include
the following:
1. Notify the End User (except where the End User has reported the
outage) that an alarm has been received and that the fault
identification and resolution process is being implemented
2. Notify the End User designated contact of the outage and provide such
contact with status updates
3. Open a Trouble Ticket in NetSolve's Trouble Ticket system and initiate
fault isolation procedures including:
a. Notify End User to verify site power and operating location
integrity
b. Analyze alarm/trap log for the site to determine source of trouble
c. Check DSU for availability and if site DSU appears functional
NetSolve will:
i) Open a Trouble Ticket electronically in AT&T's Ticket Manager
system
ii) Monitor Ticket Manager for updates from AT&T/LEC testing
iii) Upon resolution notification from Ticket Manager, test for
LMI and notify the End User of service restoration
d. If trouble appears to be site DSU related, NetSolve will:
i) Utilize additional non-managed parameters available from the
DSUs to assist in troubleshooting efforts and customer
presentation as needed from either the NMC or
-10-
Attachment J
To Agreement No. GSA00D
AT&T Network Operations Center
ii) Dispatch a service technician to the End User site when
necessary, and manage situation to service restoration
iii) Close ticket in AT&T's Ticket Manager system
D. Escalate Trouble Tickets within the NetSolve organization on a standard
schedule established by NetSolve which is based upon target fault
isolation and repair times. While escalation is automatic, the End User
may request escalation with NetSolve at any time.
E. When fault isolation procedures indicate a problem with non-Network
Components, NetSolve will provide the End User with information gathered
during the fault isolation process in an effort to aid the End User in
restoring service.
F. Store information to be mutually agreed upon (for a period of time to be
mutually agreed upon) from each polled DSU in the Performance Archive
Manager (▇▇▇) system to aid in the analysis of network performance
problems on an as needed basis.
Reporting
---------
. NetSolve will provide SFRS2 customers with Web access to monthly performance
and availability reports as defined by AT&T and mutually agreed.
. NetSolve will provide report interpretation and consultation to the End User
at a rate of 30 minutes per 20 SFRS2 sites (in the aggregate), per month.
Interpretation and consultation requirements in excess of this amount of time
will be billed to AT&T by NetSolve as professional services fees.
Information Management and Reporting
------------------------------------
NetSolve will provide the following reporting on a monthly basis, to begin
following the first full month of SFRS2, for each DSU included in Network
Components.
A. End User Network Availability Report and Trouble Ticket Summary Report
detailing the measured availability and recorded periods of network outage
B. DMOQ performance on the following metrics:
1. Call Center Responsiveness
a. Number of Calls
b. Average Speed of Answer
c. Abandoned Call Rate
d. Average Time for Abandon Calls
2. Operations & Fault Management
A sample of the current Managed Router Service report is attached to
demonstrate the type of reports that can be made available. The reports
will be modified to reflect the difference between MRS and the SFRS
services.
3. NetSolve and AT&T will mutually agree on these metrics as well as the
metrics containing performance penalties.
Post Installation Activities
----------------------------
. NetSolve will coordinate with the appropriate groups inside AT&T to
expeditiously enable an installed customer to upgrade from SFRS1 to SFRS2
Service
-11-
. NetSolve will provide post-installation end user moves/adds/changes (M/A/Cs)
as requested by AT&T, and coordinate such activity within the guidelines of
new service implementation contained herein
Software and Firmware Control
-----------------------------
NetSolve will perform the following with respect to Software and Firmware
Control:
A. Remotely install software upgrades which the End User is entitled to under
applicable maintenance agreements between the End User and their equipment
maintenance provider, or which are provided by the manufacturer to correct
defects. Upgrades requiring additional software / firmware, additional or
upgraded hardware, or on-site installation will be performed at an additional
fee. Software upgrades in excess of one per DSU per year will be at an
additional charge to be mutually agreed upon by AT&T and NetSolve.
B. Maintain a back-up copy of the DSU software in a management platform in the
NMC for downloading or modification.
AT&T Responsibilities
Program Management
------------------
A. Provide NetSolve the recommended equipment configurations for Network
Components
B. Provide NetSolve with Visual Networks ▇▇▇ software and the appropriate
hardware and operating environment at no charge
C. Provide NetSolve with on-line access to the appropriate AT&T internal
systems at no charge
D. Provide the Visual Networks DSUs to each End User at no charge to NetSolve,
and provide insurance coverage to cover risk of loss or damage while in
transit or in NetSolve's possession
E. Introduce to NetSolve appropriate partner contacts to allow NetSolve to
escalate to these partners in the event of a possible customer satisfaction
issue
End User Responsibilities
-------------------------
A. The End User is responsible for managing all non-Network Components,
including the LAN or other network environment located on the local side of
the DSU. If in connection with providing SFRS2 services, NetSolve isolates
the problem to be on the LAN side of the Network Components, an NMC
engineer will consult with the End User and obtain written authorization
prior to performing additional work, which will be at NetSolve's standard
rates for Professional Services. In the event such work is approved and the
problem is finally determined to be with a Network Component, no such
additional charges will be billed to the End User.
B. The End User must provide at its cost a management channel PVC from each
DSU to the NMC.
C. The End User must provide the NMC with notice of any changes which the End
User intends to make to the Network Components before such changes are
made.
-12-
Attachment K
To Agreement No. GSA005D
Amendment No. 7
The Contract Services Agreement effective August 1, 1995, between NetSolve,
Incorporated ("NetSolve") and AT&T Corp. ("AT&T") ("Original Contract") as
heretofore modified by Amendment Number 5 (collectively the "GSA005D
Agreement"or "Agreement") is further amended by this Amendment No. 7 as follows
effective as of February 1, 1999:
1) Attachment K, attached hereto,entitled "AT&T Frame Relay Plus Service" is
hereby incorporated as part of the Agreement.
ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT REMAIN UNCHANGED.
NETSOLVE, INCORPORATED AT&T CORP.
By: [▇▇▇▇▇ ▇▇▇▇▇▇] By: [▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇]
--------------------------------------- ----------------------------------
Signature: [Signature of ▇▇▇▇▇ ▇▇▇▇▇▇] Signature: [Signature of ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇]
--------------------------------------- ----------------------------------
Title: [President and Chief Executive Officer] Title: [Manager - SMD]
--------------------------------------- ----------------------------------
Date: [2/4/99] Date: [2/11/99]
--------------------------------------- ----------------------------------
1 of 5
Attachment K
To Agreement No. GSA005D
ATTACHMENT K
AT&T Frame Relay Plus Services
This Attachment for Contract Services ("Attachment K") to the Agreement covers
AT&T Frame Relay Plus Implementation and Management Services ("Services") that
NetSolve shall provide to AT&T in support of AT&T's Frame Relay Plus Service
offering, as requested by AT&T and as described herein. This Attachment K is an
integral part of the Agreement and shall be governed by the terms of the
Agreement. In the event of any conflict between the terms of this Attachment
and the terms of the Agreement, the terms of this Attachment shall prevail with
respect to the Services provided under this Attachment K.
For purposes of this Attachment K only, the following Paragraphs in the
Agreement are deleted in their entirety and replaced with the Paragraphs below:
Paragraph 1 - Statement of Work
NetSolve shall provide Services to AT&T in support of AT&T's Frame Relay Plus
Service offering in accordance with the "Statement of Work," Attachments ▇-▇, ▇-
▇, ▇-▇, and K-4 attached hereto. Services shall be available to AT&T in the
United States. Modifications to this Statement of Work and its requirements as
set forth in Attachments ▇-▇, ▇-▇, ▇-▇, and K-4 may be requested from time to
time by AT&T. The pricing contained herein shall apply to Services requested
or any modification, provided that the modifications requested do not require
the furnishing of more material or labor by NetSolve or longer times for
performance of services. NetSolve shall immediately notify AT&T's Contract
Representative, in writing, of any requested modification which NetSolve
reasonably believes will require an increase to the prices contained in
Paragraph 4 - Payment for Services, and shall furnish the amount of such
proposed increase in such writing with appropriate supporting documentation
substantiating the basis for the requested price increase. Following delivery
of such notice, NetSolve shall not proceed with Services with any such
modification until AT&T and NetSolve Contract Representatives (as then
designated and authorized) agree, in writing, to the appropriate charges.
"Orders" for Services pursuant to this Attachment K shall be sent to Netsolve
via a mutually agreed upon method. Monthly recurring Service charges as further
described in Paragraph 4 shall commence on the start date of Services as
requested by AT&T (such date is herein defined as the "CRD") and continue for
the number of months specified by AT&T on the Customer Service Order ("CSO")
but in no case greater than 36 months (the "Service Term"). The agreement term
for ordering Frame Relay Plus Service is set forth in Paragraph 3.
Upon expiration or termination of this Attachment K, all Services will continue
to be provided through the end of each End User Service Term and will be non-
cancelable by either party except as set forth in Paragraph 24 of this
Attachment K.
Paragraph 2 - Contract Representative:
AT&T's Contract Representative for this Attachment K is ▇▇▇▇ ▇▇▇▇▇▇▇. AT&T will
notify NetSolve in writing if a new Contract Representative is designated by
AT&T. The effective date of this Attachment K is February 1, 1999 and it shall
end on December 31, 2000.
Paragraph 3 - Term
The effective date of this Attachment K is February 1, 1999 and it shall end on
December 31, 2000.
2 of 5
Attachment K
To Agreement No. GSA005D
Paragraph 4 - Payment for Services
For services performed by NetSolve under this Attachment K, AT&T will pay
NetSolve the following:
Recurring Services
------------------
Service Type Network Component Type Price
----------------------------------------------------------------------------------------------
FRP 1 Visual CPE $*/month/unit
----------------------------------------------------------------------------------------------
FRP 2 Visual CPE $*/month/unit
----------------------------------------------------------------------------------------------
FRP 3 Visual CPE $*/month /unit
----------------------------------------------------------------------------------------------
This pricing will remain effective provided the ratio of unmanaged PVCs to
managed PVCs does not exceed 1.2 to 1.
Nonrecurring Services
---------------------
Service Type Network Component Type Price
----------------------------------------------------------------------------------------------
Program Management Visual CPE and/or Port $*/CPE and/or Port
----------------------------------------------------------------------------------------------
Order Management Ports with PVCs $*/port
----------------------------------------------------------------------------------------------
Order Management Additional PVCs, port upgrade/no $*/event
new facility
----------------------------------------------------------------------------------------------
Installation Engineering Visual CPE and ▇▇▇ $*/Visual unit
----------------------------------------------------------------------------------------------
Rescheduling Charges
--------------------
AT&T agrees to pay NetSolve fees for each site that requires rescheduling.
Rescheduling will be defined as any change in the Customer's Planned
Installation Date (PID) that is not the result of an error by NetSolve. An
order cancellation will qualify as a PID change.
Rescheduling Fee $75 per PID change
Examples of events that will change a Planned Installation Date include:
. Changes to a customer information, such as address, that causes a change
in the PID
. An AT&T subcontractor does not complete their work in sufficient time
for the schedule to be kept.
. The LEC does not complete the loop installation in sufficient time for
the schedule to be kept.
. AT&T does not complete the frame installation in sufficient time for the
schedule to be kept.
. The End User changes the installation date.
-------------------------
* An asterisk (*) appears on this page at each place where information has been
omitted. The omitted information has been filed separately with the Securities
and Exchange Commission with a Request for Confidential Treatment of the omitted
information.
3 of 5
Attachment K
To Agreement No. GSA005D
Time and Material Services
--------------------------
. $200 per hour for on-site work (minimum 4 hours plus travel expenses
if requested for on-site work); $165 per hour for time and material
SERVICES done remotely. No travel expenses will apply if none are
incurred by NetSolve or charged to NetSolve by its provider.
. All Time and Material SERVICES are to be authorized in writing by
AT&T prior to the actual dispatch and completion of on-site work by
NetSolve or a NetSolve provider.
Paragraph 7 - Invoicing and Payment
NetSolve's invoices shall be rendered 1) upon completion of the Services, 2)
monthly, sent in advance, for recurring monthly charges, or 3) at other times
expressly provided for in this Attachment K, and shall be payable when the
Services have been performed to the satisfaction of AT&T. NetSolve shall mail
invoices referring to GSA0005D Agreement, Amendment 7 with copies of any
supporting documentation required by AT&T to: ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇/▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Undisputed invoices shall be paid
within forty-five (45) days after AT&T's receipt of the invoice.
Paragraph 24 - Termination
1) Termination of the Agreement- The provisions contained in the Original
Contract as modified by Amendment 5 of the Agreement that apply to the
entire Agreement shall survive the expiration or termination of the Original
Contract and/or Amendment 5 and shall continue to apply to this Attachment K
as if the Original Contract and Amendment 5 had not expired or been
terminated, subject to AT&T's right to terminate under Paragraph 24 2) a)
below.
2) Termination of the Agreement and/or Attachment K-
a) In the event NetSolve shall be in breach or default of any of the terms,
conditions or covenants of the Agreement, this Attachment K, or any or
all Orders placed hereunder and such breach or default shall continue
for a period of thirty (30) days after the giving of written notice to
NetSolve thereof by AT&T, then in addition to all other rights and
remedies of law or equity or otherwise (subject to the limitations in
the Agreement specifically set forth in Paragraph 36 of Amendment 5 to
the Agreement), AT&T shall have the right to terminate this Attachment K
and/or any such Orders placed by AT&T hereunder without any charge,
obligation or liability whatsoever, except as to the payment for
Services already received and accepted by AT&T.
b) This Attachment K and any or all Orders placed hereunder may be
terminated by AT&T, by notice in writing:
i) if NetSolve makes an assignment for the benefit of creditors (other
than solely an assignment of moneys due); or
ii) if NetSolve evidences an inability to pay debts as they become due,
unless adequate assurance of such ability to pay is provided within
thirty (30) days of such notice.
iii) if a voluntary proceeding is commenced under an provision of the
United States Bankruptcy Code by NetSolve, the Agreement, this
Attachment K, and any or all Orders may be immediately terminated
by AT&T;
4 of 5
Attachment K
To Agreement No. GSA005D
iv) if an involuntary proceeding is commenced under an provision of the
United States Bankruptcy Code against NetSolve that is not dismissed
within thirty (30) days of its filing, the Agreement, this Attachment K,
and any or all Orders may be immediately terminated by AT&T.
c) This Attachment K and any or all Orders may be terminated at any time by
AT&T upon twenty-four hours' written notice in the event of NetSolve's
acquisition by or merger with a competitor of AT&T.
3) Termination of Individual Orders placed pursuant to this Attachment K
a) AT&T may terminate such Order, without charge, upon 30 days written
notice if 1) AT&T's customer is dissatisfied with the Services performed
by NetSolve; 2) AT&T's End User has a change in their normal course of
business that impacts services, such as relocation, office closings, or
moves; 3) the End User's Contract expires or is terminated; 4) the End
User downgrades to a non-managed service; or 5) the End User changes to
another AT&T service which does not involve NetSolve.
b) AT&T may terminate upon thirty (30) days written notice by AT&T, at no
charge, all Orders that upon expiration of the Service Term become
"month to month" Orders.
c) AT&T may terminate upon thirty (30) days written notice by AT&T, at no
charge, any Order that includes modifications (as described in Paragraph
1 of this Attachment K), in the event AT&T and NetSolve are unable to
agree on pricing for any modifications to the Statement Of Work.
Modifications cannot apply retroactively to installed business unless
AT&T and NetsSolve mutually agree.
4) Ownership and Return of Data upon Termination
In accordance with proprietary information or confidentiality clauses
contained within the Original Contract under Paragraph 6, Competition or
the Agreement, NetSolve agrees and acknowledges that all customer data {eg.
(without limitation): the customer premises equipment configurations,
customer database, trouble history, passwords etc.) is the property of AT&T
and will be promptly conveyed and returned to AT&T in electronic format
upon written notice.
Paragraph 37 - Access to AT&T Systems
AT&T agrees to provide NetSolve, at no charge, access to all AT&T internal
information systems, which include provisioning and maintenance systems, which
AT&T determines in its reasonable judgment to be necessary for NetSolve to
effectively perform under the SOW as outlined in Attachments K-1, K-2, K-3, and
K-4. If applicable, any such information shall be provided to NetSolve subject
to Data Connect Agreement #197 dated April 16, 1998 and Non-Disclosure
Agreement dated July 17, 1997, each between AT&T Corp. and NetSolve.
5 of 5
Attachment K-1
To Agreement No. GSA005D
Attachment K-1
Program Management, , Order Management, and Installation Engineering -
Statement of Work
Service Description This Statement of Work for NetSolve's Program Management,
-------------------
Order Management, and Installation Engineering service defines the
responsibilities and deliverables for AT&T and NetSolve with respect to
coordinated ordering, delivery, and installation coordination of CSU/DSUs (CSU)
and ports, local access, and PVCs in support of the AT&T Frame Relay Plus
Service ▇▇▇▇▇▇ ▇, ▇, ▇▇▇ ▇ (▇▇▇▇, ▇▇▇▇, & FRP3 respectively).
The terms Network or Network Components mean all hardware and network components
from the managed CSU at one location to the managed CSU at any other location,
including the frame relay ports and PVCs and local access to the AT&T frame
relay switch, for any locations covered by FRP1, FRP2, or FRP3 under a CSO
accepted by NetSolve.
NetSolve Responsibilities
Program Management
------------------
NetSolve will perform the following program management tasks:
A. NetSolve will develop the NetSolve Operations Support Systems (OSS) and
Performance Archive Manager (▇▇▇) system enhancements to provide the
FRP1, 2, and 3 service.
B. Enter required End User information in the Performance Archive Manager
(▇▇▇) platform based on FRP level supported
C. Perform ongoing administrative duties, including password management, on
the ▇▇▇ to ensure continued customer access
D. Interface with the End User to validate equipment and network
configuration and protocol information
E. Develop an installation schedule with the End User contact for each site
based on installation intervals supplied by AT&T
F. Provide site survey information for the End User, as required, to enable
proper equipment installation
G. Track and report systems integration and equipment installation status to
AT&T and End User at times and in a format selected by NetSolve and
follow up with AT&T, the equipment suppliers, and the End User to
reschedule if dates are missed, or changed
H. Conduct a post-installation review with the End User and initiate
necessary corrective action
I. NetSolve will coordinate with the appropriate groups inside AT&T to
expeditiously enable an installed customer to upgrade from FRP1 to a
higher FRP Service level
J. NetSolve will provide post-installation end user moves/adds/changes
(M/A/Cs) as requested by AT&T, and coordinate such activity within the
guidelines of new service implementation contained herein
1 of 4
Attachment K-1
To Agreement No. GSA005D
Order Management
----------------
NetSolve will perform the following order management tasks:
A. Input required End User information into AT&T's Order Manager system
B. Input required End User information into NetSolve's OSS Management system
C. Place order with AT&T (to be billed to End User) for the Network
Components of the FRP service including the ports, local access, and PVCs
D. Place order with AT&T for the PVC management channel(s) from each CSU to
the NetSolve NMC (to be billed to End User or provided at no charge by
AT&T)
E. Verify correct circuit numbers, DLCI information, and firm order
commitment dates (against End User requested date) as received from AT&T
Order management system
F. Interface directly with mutually agreed upon AT&T systems
G. Create, issue, manage, and maintain the IP address plan to connect the
CSUs to the management tools
Installation Engineering
------------------------
NetSolve will perform the following with respect to End User installations:
A. NetSolve will coordinate testing of the End User premise CSU equipment
with the AT&T frame relay to test for end-to-end Link Management Interface
(LMI) connectivity of all the managed components as each site installation
is completed
B. NetSolve will turn up and verify the operational status of the OSS and
Visual Networks polling and archiving systems in accordance with the FRP1,
2, and 3 services
NetSolve Reporting
------------------
A. NetSolve will report on the following metrics:
1. Number of Sites Scheduled
2. Number of Sites Installed
3. % Installed On Time to Interval
4. % On Time to Customer Request Date
5. Average Interval:
a. AT&T Signed Order to Installation Complete
b. Order to NetSolve to NetSolve Order of Services
c. Order to NetSolve to All Firm Order Commitment Dates Received
6. Jeopardy Analysis for Misses categorized by:
a. Customer issues
b. NetSolve Internal Operations
c. Vendor (Install, Maintenance)
d. Carrier (LEC and IXC) Provisioning
e. Non-Carrier Vendors
2 of 4
Attachment K-1
To Agreement No. GSA005D
NetSolve and AT&T will mutually agree on these metrics by no later than June
30, 1999 as well as the metrics containing performance charges and or credits.
Web Reporting
-------------
A. Provide End Users and AT&T with access to mutually agreed upon
installation tracking information utilizing the installation tracking
capabilities of NetSolve's web interface.
B. Provide End Users and AT&T with access to mutually agreed upon transport
inventory information utilizing the tracking capabilities of NetSolve's
web interface.
C. Provide End Users and AT&T with access to Trouble ticket status utilizing
the capabilities of NetSolve's web interface
D. Provide End Users and AT&T with access to mutually agreed upon reports
utilizing the capabilities of NetSolve's web interface
Billing
-------
A. NetSolve will either input directly to an AT&T billing system (or AT&T and
NetSolve will provide a jointly developed electronic interface) in order
to update AT&T of newly installed CSUs at customer locations
B. NetSolve will either input directly to an AT&T billing system (or AT&T and
NetSolve will provide a jointly developed electronic interface) in order
to provide invoicing for NetSolve's billable activity to AT&T
C. NetSolve will provide AT&T information reasonably required for AT&T to
resolve billing issues with End Users.
AT&T Responsibilities
Program Management
------------------
A. Provide NetSolve with an order document (either electronic or FAX)
containing information mutually agreed to by NetSolve and AT&T
B. Provide NetSolve the recommended equipment configurations for Network
Components
C. Provide NetSolve with Visual Networks ▇▇▇ software and the appropriate
hardware and operating environment at no charge
D. Provide NetSolve with on-line access to the appropriate AT&T internal
systems at no charge
E. Provide pre-configured Visual Networks CSUs to each End User at no charge
to NetSolve, and provide insurance coverage to cover risk of loss or
damage while in transit or in NetSolve's possession (except that during
Trial Period, AT&T or its vendor shall ship CSUs directly to the end user)
F. Introduce to NetSolve appropriate partner contacts to allow NetSolve to
escalate to these partners in the event of a possible customer
satisfaction issue
Systems Integration
--------------------
AT&T shall provide the following systems integration support:
3 of 4
Attachment K-1
To Agreement No. GSA005D
A. Train the appropriate NetSolve staff (at NetSolve's location) on the AT&T
internal systems to be used by NetSolve
Project Management
------------------
AT&T shall provide the following project management support:
A. Provide the properly configured CSUs and associated cables to each
customer location to support the program
B. Provide necessary installation of CSUs at each customer location
C. Manage issues pertaining to circuit installation by the local exchange
carrier on an escalation basis as requested by NetSolve
D. Provide NetSolve with site, contact (including any applicable escalation
lists and off-hours contacts), and technical information reasonably
required by NetSolve to perform its responsibilities
E. Provide NetSolve with the network management transport components
including PVCs, ports, circuits, and access charges at the NetSolve NMC
Billing
-------
AT&T will manage all customer billing policies relative to the End User
End User Responsibilities
A. End User is responsible for site preparation in accordance with
manufacturer's specifications
B. End User will allow access to their site for installation services, as
reasonably requested
4 of 4
Attachment K-2
To Agreement No. GSA005D
Attachment K-2
Frame Relay Plus Service-Level 1 ("FRP1") - Statement of Work
Service Description FRP1 is a network management service for frame relay data
-------------------
transport and RMON-based DSUs/CSUs supplied by Visual Networks ("DSU"). The
service includes proactive monitoring of the DSU, certain defined fault
identification and resolution processes, DSU software upgrade services, and
reporting. These services will be provided to AT&T end user customers ("End
Users") by NetSolve acting on behalf of AT&T. These services will be provided
remotely from the NetSolve Network Management Center ("NMC").
The terms Network or Network Components mean all hardware and network components
from the managed DSU at one location to the managed DSU at any other location,
including the frame relay ports and PVCs and local access to the AT&T frame
relay switch, for any locations covered by FRP1 under a CSO accepted by
NetSolve.
The agreement term for ordering FRP1 is two years, with individual End User
service terms of up to three years. Upon expiration of the ordering term, the
agreement will remain in effect and NetSolve will continue to provide FRP1
services under all CSOs executed by AT&T and NetSolve through the expiration of
the End User service term. The pricing for these services are set forth in
Paragraph 4 of Attachment K.
NetSolve Responsibilities
-------------------------
Monitoring and Fault Management
-------------------------------
NetSolve will perform the following Monitoring and Fault Management activities:
A. Provide the End User with appropriate NMC contact information.
B. Provide 24 hour per day, 7 day per week monitoring of the End User's DSUs
from the NMC. Monitoring will consist of a combination of polling and
threshold alarms from the DSU. The following parameters will be set in
the DSU to generate alarms:
1. PVC utilization and throughput
2. Access line utilization and throughput
C. Upon receipt of a "Loss of LMI" alarm at the NMC from a DSU, or a call
from End User indicating a network outage or performance issue, fault
identification and resolution procedures will be implemented to include
the following:
1. Notify the End User within a target timeline of fifteen minutes or
less from initial alarm (except where the End User has reported the
outage) that an alarm has been received and that the fault
identification and resolution process is being implemented
2. Notify the End User designated contact of the outage and provide
such contact with status updates
3. Open a Trouble Ticket in NetSolve's Trouble Ticket system and
initiate fault isolation procedures including:
a. Notify End User to verify site power and operating location
integrity
b. Analyze alarm/trap log for the site to determine source of
trouble
c. Check DSU for availability and if site DSU appears functional
NetSolve will:
i) Open a Trouble Ticket electronically in a mutually agreed
upon AT&T's Ticketing system
1 of 3
Attachment K-2
To Agreement No. GSA005D
ii) Monitor the Ticketing system for updates from AT&T/LEC
testing
iii) Upon resolution notification from the Ticketing system,
test for LMI and notify the End User of service
restoration
d. If trouble appears to be site DSU related, NetSolve will:
i) Utilize additional non-managed parameters available from
the DSUs to assist in troubleshooting efforts and
customer presentation as needed from either the NMC or
AT&T Network Operations Center
ii) Dispatch a service technician to the End User site when
necessary, and manage situation to service restoration
iii) Close ticket in AT&T's Ticketing system
D. Escalate Trouble Tickets within the NetSolve organization on a
standard schedule established by NetSolve which is based upon
target fault isolation and repair times. While escalation is
automatic, the End User may request escalation with NetSolve at any
time.
E. When fault isolation procedures indicate a problem with non-Network
Components, NetSolve will provide the End User with information
gathered during the fault isolation process in an effort to aid the
End User in restoring service.
F. Store information to be mutually agreed upon (for a period of time
to be mutually agreed upon) from each polled DSU in the Performance
Archive Manager (▇▇▇) system to aid in the analysis of network
performance problems on an as needed basis
Information Management and Reporting
------------------------------------
NetSolve will provide the following reporting on a monthly basis, to begin
following the first full month of FRP1 , for each DSU included in Network
Components.
A. End User Network Availability Report and Trouble Ticket Summary Report
detailing the measured availability and recorded periods of network
outage
B. DMOQ performance on the following metrics:
1. Call Center Responsiveness
a. Number of Calls
b. Average Speed of Answer
c. Abandoned Call Rate
d. Average Time for Abandon Calls
2. Operations & Fault Management
A sample of the current Managed Router Service report is attached to
demonstrate the type of reports that can be made available.
3. NetSolve and AT&T will mutually agree on these metrics by no later than
June 30, 1999 as well as the metrics containing performance charges and or
credits.
Post Installation Activities
----------------------------
. NetSolve will coordinate with the appropriate groups inside AT&T to
expeditiously enable an end user to upgrade from FRP1 to FRP2 Service
. NetSolve will provide post-installation end user moves/adds/changes (M/A/Cs)
as requested by AT&T, and coordinate such activity within the guidelines of
new service implementation contained herein
2 of 3
Attachment K-2
To Agreement No. GSA005D
Software and Firmware Control
-----------------------------
NetSolve will perform the following with respect to Software and Firmware
Control:
A. Remotely install software upgrades which the End User is entitled to
under applicable maintenance agreements between the End User and their
equipment maintenance provider, or which are provided by the manufacturer
to correct defects. Upgrades requiring additional software / firmware,
additional or upgraded hardware, or on-site installation will be
performed at an additional fee. Software upgrades in excess of one per
DSU per year will be at an additional charge to be mutually agreed upon
by AT&T and NetSolve.
B. Maintain a back-up copy of the DSU software in a management platform in
the NMC for downloading or modification.
AT&T Responsibilities
Program Management
------------------
A. Provide NetSolve the recommended equipment configurations for Network
Components
B. Provide the network management PVCs at no charge
C. Provide NetSolve with Visual Networks ▇▇▇ software and the appropriate
hardware and software operating and application systems at no charge
D. Provide NetSolve with on-line access to the appropriate AT&T internal
systems at no charge
E. Provide the Visual Networks DSUs to each End User at no charge to
NetSolve, and provide insurance coverage to cover risk of loss or damage
while in transit or in NetSolve's possession
F. Introduce to NetSolve appropriate partner contacts to allow NetSolve to
escalate to these partners in the event of a possible customer
satisfaction issue
End User Responsibilities
-------------------------
A. The End User is responsible for managing all non-Network Components,
including the LAN or other network environment located on the local side of
the DSU. If in connection with providing FRP1 services, NetSolve isolates
the problem to be on the LAN side of the Network Components, an NMC
engineer will consult with the End User and obtain written authorization
prior to performing additional work, which will be at NetSolve's standard
rates for Professional Services. In the event such work is approved and the
problem is finally determined to be with a Network Component, no such
additional charges will be billed to the End User.
B. The End User must provide the NMC with notice of any changes which the End
User intends to make to the Network Components before such changes are
made.
3 of 3
Attachment K-3
To Agreement No. GSA005D
Attachment K-3
Frame Relay Plus Service-Level 2 ("FRP2") - Statement of Work
Service Description FRP2 is a network management service for frame relay data
-------------------
transport and RMON-based DSUs/CSUs supplied by Visual Networks ("DSU"). The
service includes proactive monitoring of the DSU, certain defined fault
identification and resolution processes, DSU software upgrade services, and
reporting. These services will be provided to AT&T end user customers ("End
Users") by NetSolve acting on behalf of AT&T. These services will be provided
remotely from the NetSolve Network Management Center ("NMC").
The terms Network or Network Components mean all hardware and network components
from the managed DSU at one location to the managed DSU at any other location,
including the frame relay ports and PVCs and local access to the AT&T frame
relay switch, for any locations covered by FRP2 under a CSO accepted by
NetSolve.
The agreement term for ordering FRP2 is two years, with individual End User
service terms of up to three years. Upon expiration of the ordering term, the
agreement will remain in effect and NetSolve will continue to provide FRP2
services under all CSOs executed by AT&T and NetSolve through the expiration of
the End User service term.
The pricing for these services are set forth in Paragraph 4 of Attachment K.
NetSolve Responsibilities
-------------------------
Monitoring and Fault Management
-------------------------------
NetSolve will perform the following Monitoring and Fault Management activities:
A. Provide the End User with appropriate NMC contact information.
B. Provide 24 hour per day, 7 day per week monitoring of the End User's DSUs
from the NMC. Monitoring will consist of a combination of polling and
threshold alarms from the DSU. The following parameters will be set in
the DSU to generate alarms:
1. PVC utilization and throughput
2. Access line utilization and throughput
C. Upon receipt of a "Loss of LMI" alarm at the NMC from a DSU, or a call
from End User indicating a network outage or performance issue, fault
identification and resolution procedures will be implemented to include
the following:
1. Notify the End User within a target timeline of fifteen minutes or
less from initial alarm (except where the End User has reported the
outage) that an alarm has been received and that the fault
identification and resolution process is being implemented
2. Notify the End User designated contact of the outage and provide
such contact with status updates
3. Open a Trouble Ticket in NetSolve's Trouble Ticket system and
initiate fault isolation procedures including:
a. Notify End User to verify site power and operating location
integrity
b. Analyze alarm/trap log for the site to determine source of
trouble
c. Check DSU for availability and if site DSU appears functional
NetSolve will:
i) Open a Trouble Ticket electronically in a mutually agreed
upon AT&T's Ticketing system
ii) Monitor the Ticketing system for updates from AT&T/LEC
testing
1 of 3
Attachment K-3
To Agreement No. GSA005D
iii) Upon resolution notification from the Ticketing system,
test for LMI and notify the End User of service
restoration
d. If trouble appears to be site DSU related, NetSolve will:
i) Utilize additional non-managed parameters available from
the DSUs to assist in troubleshooting efforts and customer
presentation as needed from either the NMC or AT&T Network
Operations Center
ii) Dispatch a service technician to the End User site when
necessary, and manage situation to service restoration
iii) Close ticket in AT&T's Ticketing system
D. Escalate Trouble Tickets within the NetSolve organization on a standard
schedule established by NetSolve which is based upon target fault isolation
and repair times. While escalation is automatic, the End User may request
escalation with NetSolve at any time.
E. When fault isolation procedures indicate a problem with non-Network
Components, NetSolve will provide the End User with information gathered
during the fault isolation process in an effort to aid the End User in
restoring service.
F. Store information to be mutually agreed upon (for a period of time to be
mutually agreed upon) from each polled DSU in the Performance Archive
Manager (▇▇▇) system to aid in the analysis of network performance problems
on an as needed basis
Reporting
---------
. NetSolve will provide FRP2 customers with Web access to monthly performance
and availability reports as defined by AT&T and mutually agreed.
. NetSolve will provide report interpretation and consultation to the End User
at a rate of 30 minutes per 20 FRP2 sites (in the aggregate), per month.
Interpretation and consultation requirements in excess of this amount of time
will be billed to AT&T by NetSolve as professional services fees.
Information Management and Reporting
------------------------------------
NetSolve will provide the following reporting on a monthly basis, to begin
following the first full month of FRP2 , for each DSU included in Network
Components.
A. End User Network Availability Report and Trouble Ticket Summary Report
detailing the measured availability and recorded periods of network
outage
B. DMOQ performance on the following metrics:
1. Call Center Responsiveness
a. Number of Calls
b. Average Speed of Answer
c. Abandoned Call Rate
d. Average Time for Abandon Calls
2. Operations & Fault Management
A sample of the current Managed Router Service report is attached to
demonstrate the type of reports that can be made available.
3. NetSolve and AT&T will mutually agree on these metrics by no later than
June 30, 1999 as well as the metrics containing performance charges and
or credits.
2 of 3
Attachment K-3
To Agreement No. GSA005D
Post Installation Activities
----------------------------
. NetSolve will coordinate with the appropriate groups inside AT&T to
expeditiously enable an end user to upgrade from FRP1 to FRP2 Service
. NetSolve will provide post-installation end user moves/adds/changes (M/A/Cs)
as requested by AT&T, and coordinate such activity within the guidelines of
new service implementation contained herein
Software and Firmware Control
-----------------------------
NetSolve will perform the following with respect to Software and Firmware
Control:
A. Remotely install software upgrades which the End User is entitled to under
applicable maintenance agreements between the End User and their equipment
maintenance provider, or which are provided by the manufacturer to correct
defects. Upgrades requiring additional software / firmware, additional or
upgraded hardware, or on-site installation will be performed at an
additional fee. Software upgrades in excess of one per DSU per year will be
at an additional charge to be mutually agreed upon by AT&T and NetSolve.
B. Maintain a back-up copy of the DSU software in a management platform in the
NMC for downloading or modification.
AT&T Responsibilities
Program Management
------------------
A. Provide NetSolve the recommended equipment configurations for Network
Components
B. Provide the network management PVCs at no charge
C. Provide NetSolve with Visual Networks ▇▇▇ software and the appropriate
hardware and software operating and application systems at no charge
D. Provide NetSolve with on-line access to the appropriate AT&T internal
systems at no charge
E. Provide the Visual Networks DSUs to each End User at no charge to
NetSolve, and provide insurance coverage to cover risk of loss or damage
while in transit or in NetSolve's possession
F. Introduce to NetSolve appropriate partner contacts to allow NetSolve to
escalate to these partners in the event of a possible customer
satisfaction issue
End User Responsibilities
-------------------------
A. The End User is responsible for managing all non-Network Components,
including the LAN or other network environment located on the local side of
the DSU. If in connection with providing FRP2 services, NetSolve isolates
the problem to be on the LAN side of the Network Components, an NMC
engineer will consult with the End User and obtain written authorization
prior to performing additional work, which will be at NetSolve's standard
rates for Professional Services. In the event such work is approved and the
problem is finally determined to be with a Network Component, no such
additional charges will be billed to the End User.
B. The End User must provide the NMC with notice of any changes which the End
User intends to make to the Network Components before such changes are
made.
3 of 3
Attachment K-4
To Agreement No. GSA005D
Attachment K-4
Frame Relay Plus-Level 3 ("FRP3") - Statement of Work
Service Description FRP3 is a network management service for frame relay data
-------------------
transport and RMON-based CSUs/DSUs supplied by Visual Networks ("CSU"). The
service includes proactive monitoring of the CSU, certain defined fault
identification and resolution processes, CSU software upgrade services, and
reporting. These services will be provided to AT&T end user customers ("End
Users") by NetSolve acting on behalf of AT&T. These services will be provided
remotely from the NetSolve Network Management Center ("NMC").
The terms Network or Network Components mean all hardware and network components
from the managed CSU at one location to the managed CSU at any other location,
including the frame relay ports and PVCs and local access to the AT&T frame
relay switch, for any locations covered by FRP3 under a CSO accepted by
NetSolve.
The agreement term for ordering FRP3 is two years, with individual End User
service terms of up to three years. Upon expiration of the ordering term, the
agreement will remain in effect and NetSolve will continue to provide FRP3
services under all CSOs executed by AT&T and NetSolve through the expiration of
the End User service term.
The pricing for these services are set forth in Paragraph 4 of the Attachment K.
NetSolve Responsibilities
-------------------------
Post Sales
----------
A. Order the additional management PVC required from the customer site,
Platform Applicable Client (PAC) location, to the NetSolve Management
Center using the on-line AT&T order entry system.
B. Provide the customer with the appropriate login information to the ▇▇▇ via
EMail or telephone
C. Create the necessary connections at the NetSolve Management Center for
customer's PAC routing to the ▇▇▇
▇. Provide each customer organization with up to five concurrent Level 3 host
accesses (directly to the ▇▇▇)
E. Coordinate mail delivery of the Level 3 PAC programs and instructions to
the customer contact
F. Provide the customer with the PC equipment specifications for PAC software
operation and ▇▇▇ access
-
Monitoring and Fault Management
-------------------------------
NetSolve will perform the following Monitoring and Fault Management
activities:
A. Provide the End User with appropriate NMC contact information.
B. Provide 24 hour per day, 7 day per week monitoring of the End User's CSUs
from the NMC.
1 of 5
Attachment K-4
To Agreement No. GSA005D
Monitoring will consist of a combination of polling and threshold alarms
from the CSU. The following parameters will be set in the CSU to generate
alarms:
1. PVC utilization and throughput
2. Access line utilization and throughput
C. Upon receipt of a "Loss of LMI" alarm at the NMC from a DSU, or a call
from End User indicating a network outage or performance issue, fault
identification and resolution procedures will be implemented to include the
following:
1. Notify the End User within a target timeline of fifteen minutes or
less from initial alarm (except where the End User has reported the
outage) that an alarm has been received and that the fault
identification and resolution process is being implemented
2. Notify the End User designated contact of the outage and provide such
contact with status updates
3. Open a Trouble Ticket in NetSolve's Trouble Ticket system and initiate
fault isolation procedures including:
a. Notify End User to verify site power and operating location integrity
b. Analyze alarm/trap log for the site to determine source of trouble
c. Check DSU for availability and if site DSU appears functional NetSolve
will:
i. Open a Trouble Ticket electronically in a mutually agreed upon
AT&T's Ticketing system
ii. Monitor the Ticketing system for updates from AT&T/LEC testing
iii. Upon resolution notification from the Ticketing system, test
for LMI and notify the End User of service restoration
a. If trouble appears to be site DSU related, NetSolve will:
i. Utilize additional non-managed parameters available from the
DSUs to assist in troubleshooting efforts and customer
presentation as needed from either the NMC or AT&T Network
Operations Center
ii. Dispatch a service technician to the End User site when
necessary, and manage situation to service restoration
iii. Close ticket in AT&T's Ticketing system
D. Escalate Trouble Tickets within the NetSolve organization on a standard
schedule established by NetSolve which is based upon target fault isolation
and repair times. While escalation is automatic, the End User may request
escalation with NetSolve at any time.
A. When fault isolation procedures indicate a problem with non-Network
Components, NetSolve will provide the End User with information gathered
during the fault isolation process in an effort to aid the End User in
restoring service.
2 of 5
Attachment K-4
To Agreement No. GSA005D
B. Receive trouble calls from customers regarding access issues to the ▇▇▇:
1. Open trouble ticket
2. Provide initial trouble isolation to determine if the fault is in the
AT&T network/local loop, or customer network
3. Follow standard fault resolution procedures within this document for
AT&T network/local loop troubles
4. If the AT&T network/loop is operational, refer trouble to customer for
local network diagnosis
5. If the fault appears to be application related, NetSolve will refer
the customer to the Application Help Desk (Visual Networks), operating
between 7AM-7PM CT, Monday-Friday.
G. Store information to be mutually agreed upon (for a period of time to be
mutually agreed upon) from each polled CSU in the ▇▇▇ system to aid in the
analysis of network performance problems on an as needed basis
Reporting
---------
A. NetSolve will provide FRP3 customers with Web access to monthly performance
and availability reports as defined by AT&T and mutually agreed.
B. NetSolve will provide report explanation to the End User at a rate of 30
minutes per 20 FRP3 sites (in the aggregate), per month. Interpretation and
consultation requirements in excess of this amount of time will be billed
to AT&T by NetSolve as professional services fees.
Information Management and Reporting
------------------------------------
NetSolve will provide the following reporting on a monthly basis, to begin
following the first full month of FRP3 , for each CSU included in Network
Components.
A. End User Network Availability Report and Trouble Ticket Summary Report
detailing the measured availability and recorded periods of network outage
B. DMOQ performance on the following metrics:
1. Call Center Responsiveness
a. Number of Calls
b. Average Speed of Answer
c. Abandoned Call Rate
d. Average Time for Abandon Calls
3 of 5
Attachment K-4
To Agreement No. GSA005D
2. Operations & Fault Management
A sample of the current Managed Router Service report is attached to
demonstrate the type of reports that can be made available.
3. NetSolve and AT&T will mutually agree on these metrics by no later
than June 30, 1999 as well as the metrics containing performance charges
and or credits.
Post Installation Activities
----------------------------
A. NetSolve will coordinate with the appropriate groups inside AT&T to
expeditiously enable an end user to upgrade from FRP1 to FRP3 Service
B. NetSolve will provide post-installation end user moves/adds/changes
(M/A/Cs) as requested by AT&T, and coordinate such activity within the
guidelines of new service implementation contained herein
Software and Firmware Control
-----------------------------
NetSolve will perform the following with respect to Software and Firmware
Control:
A. Remotely install software upgrades which the End User is entitled to under
applicable maintenance agreements between the End User and their equipment
maintenance provider, or which are provided by the manufacturer to correct
defects. Upgrades requiring additional software / firmware, additional or
upgraded hardware, or on-site installation will be performed at an
additional fee. Software upgrades in excess of one per CSU per year will be
at an additional charge to be mutually agreed upon by AT&T and NetSolve.
B. Maintain a back-up copy of the CSU software in a management platform in the
NMC for downloading or modification.
AT&T Responsibilities
Program Management
------------------
A. Provide NetSolve the recommended equipment configurations for Network
Components
B. Provide the network management PVCs at no charge
C. Provide NetSolve with Visual Networks ▇▇▇ software and the appropriate
hardware and software operating and application systems at no charge
D. Provide NetSolve with the current version of Visual Networks PAC software
at no charge
E. Provide sufficient supply of PAC software for end user distribution by
Visual Networks
F. Provide customer and NetSolve training on PAC software use
G. Provide NetSolve with on-line access to the appropriate AT&T internal
systems at no charge
H. Provide the Visual Networks CSUs to each End User at no charge to NetSolve,
and provide insurance coverage to cover risk of loss or damage while in
transit or in NetSolve's possession
4 of 5
Attachment K-4
To Agreement No. GSA005D
I. Introduce to NetSolve appropriate partner contacts to allow NetSolve to
escalate to these partners in the event of a possible customer satisfaction
issue
End User Responsibilities
-------------------------
A. The End User is responsible for managing all non-Network Components,
including the LAN or other network environment located on the local side of
the CSU. If in connection with providing FRP3 services, NetSolve isolates
the problem to be on the LAN side of the Network Components, an NMC
engineer will consult with the End User and obtain written authorization
prior to performing additional work, which will be at NetSolve's standard
rates for Professional Services. In the event such work is approved and the
problem is finally determined to be with a Network Component, no such
additional charges will be billed to the End User.
B. Provide, install, and configure the necessary local network equipment (i.e.
router, FRAD, etc.), to gain access to the ▇▇▇ via the appropriate
management PVC
C. Provide and install the PC equipment necessary for operating the PAC
software in accordance with the manufacturers specification
D. Install the PAC software on the customer provided PC(s)
E. The End User must provide the NMC with notice of any changes which the End
User intends to make to the Network Components before such changes are
made.
5 of 5
Amendment No. 8
The Contract Services Agreement effective August 1, 1995, between NetSolve,
Incorporated ("NetSolve") and AT&T Corp. ("AT&T") as heretofore modified by
Amendment Number 5 (collectively the "Agreement") is further amended by
Amendment 8 as follows effective as of February 1, 1999:
1) Attachment L ---- entitled "AT&T Inverse Multiplexing Service" is hereby
added and by this reference made part of this Agreement.
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
NETSOLVE, INCORPORATED AT&T CORP.
By: [▇▇▇▇▇ ▇▇▇▇▇▇] By: [▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇]
--------------------------------------- ----------------------------------
Signature: [Signature of ▇▇▇▇▇ ▇▇▇▇▇▇] Signature: [Signature of ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇]
--------------------------------------- ----------------------------------
Title: [President and Chief Executive Officer] Title: [Manager - SMD]
--------------------------------------- ----------------------------------
Date: [2/4/99] Date: [2/11/99]
--------------------------------------- ----------------------------------
1 of 5
Attachment L
To Agreement No. GSA005D
ATTACHMENT L
AT&T Inverse Multiplexing Services
This Attachment for Contract Services ("Attachment L") to the Agreement covers
IMA Implementation and Management Services ("Services") that NetSolve shall
provide to AT&T in support of AT&T's IMA Service offering, as requested by AT&T
and as described herein. This Attachment L is an integral part of the Agreement
and shall be governed by the terms of the Agreement. In the event of any
conflict between the terms of this Attachment and the terms of the Agreement,
the terms of this Attachment shall prevail with respect to the Services provided
under this Attachment L.
For purposes of this Attachment L only, the following Paragraphs in the
Agreement are deleted in their entirety and replaced with the Paragraphs below:
Paragraph 1 - Statement of Work
NetSolve shall provide Services to AT&T in support of AT&T's IMA Service
offering in accordance with the "Statement of Work," Attachment L-1 attached
hereto. Services shall be available to AT&T in the United States.
Modifications to this Statement of Work and its requirements as set forth in
Attachments K-1 may be requested from time to time by AT&T without the need for
a formal amendment to Attachment L-1. The pricing contained herein shall apply
to Services requested or any modification, provided that the modifications
requested do not require the furnishing of more material or labor by NetSolve or
longer times for performance of services. NetSolve shall immediately notify
AT&T's Contract Representative, in writing, of any requested modification which
NetSolve reasonably believes will require an increase to the prices contained in
Paragraph 4 - Payment for Services, and shall furnish the amount of such
proposed increase in such writing with appropriate supporting documentation
substantiating the basis for the requested price increase. Following delivery
of such notice, NetSolve shall not proceed with Services with any such
modification until AT&T and NetSolve Contract Representatives (as then
designated and authorized) agree, in writing, to the appropriate charges.
This Attachment L shall expire upon the end of the term set forth in Paragraph
3- Term of this Attachment L and shall be non-cancelable by either party except
as set forth in Paragraph 24 of this Attachment L.
Paragraph 2 - Contract Representative:
AT&T's Contract Representative for this Attachment L is ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. AT&T
will notify NetSolve in writing if a new Contract Representative is designated
by AT&T.
Paragraph 3 - Term
The effective date of this Attachment L is February 1, 1999 and it shall end on
December 31, 1999.
2 of 5
Attachment L
To Agreement No. GSA005D
Paragraph 4 - Payment for Services
For services performed by NetSolve under this Attachment L, AT&T will pay
NetSolve the following:
Recurring Services
------------------
Service Type Network Component Type Price
-----------------------------------------------------------------------------------------------------------
Configuration Management Kentrox ACC2 $*/month/unit
Infrastructure Management
Monitoring and Fault Management
Software Management
Reporting
-----------------------------------------------------------------------------------------------------------
Maintenance Services Kentrox ACC2 The current manufacturer's List
Price at time of receipt of the
order from AT&T.
-----------------------------------------------------------------------------------------------------------
Fault Management Unmanaged PVCs or equivalents $*/month/PVC
Warm Hand Off
-----------------------------------------------------------------------------------------------------------
Configuration Management AUSM Shelf in Stratacom BPX $*/month for up to 200 T1 customer
Monitoring and ports
Fault Management
Reporting
-----------------------------------------------------------------------------------------------------------
Nonrecurring Services
---------------------
Service Type Network Component Type Price
-----------------------------------------------------------------------------------------
Project Management and Included in T1 charge
Order Management Kentrox ACC2
-----------------------------------------------------------------------------------------
Inventory Management Kentrox ACC2 No charge
-----------------------------------------------------------------------------------------
Staging Management Kentrox ACC2 $*/unit
-----------------------------------------------------------------------------------------
Installation Management Kentrox ACC2 $*/unit during PPM
$*/unit outside PPM
-----------------------------------------------------------------------------------------
On site Installation Kentrox ACC2 The current manufacturer's
List Price at time of
receipt of the order from
AT&T.
-----------------------------------------------------------------------------------------
Project Management and
Order Management T1s with Kentrox ACC2 $*/T1
-----------------------------------------------------------------------------------------
Project Management Non IMA Ports and PVCs $*/port
-----------------------------------------------------------------------------------------
Order Management Non IMA Ports and PVCs $*/port
-----------------------------------------------------------------------------------------
Non IMA Ports and PVCs
Port Upgrade No new facilities required $*/event
-----------------------------------------------------------------------------------------
PPM = NetSolve is a 24X7 operation. Our primary period of maintenance (PPM) for
installations only is 7AM to 7PM CST Monday through Friday excluding holidays.
The current quote for on site installation charges is uplifted by 50% for
installs outside of a 8AM to 5PM local time window as well.
----------------------
* An asterisk (*) appears on this page at each place where information has been
omitted. The omitted information has been filed separately with the Securities
and Exchange Commission with a Request for Confidential Treatment of the omitted
information.
3 of 5
Attachment L
To Agreement No. GSA005D
Project Initiation Fees
-----------------------
NetSolve will be required to modify and add new systems, processes, and tools in
order to support this service. The one time charge for implementing this project
is $*. NetSolve shall prepare and deliver to AT&T within a reasonable time
after the effective date of this Attachment L, a detailed schedule listing the
services and equipment provided by NetSolve in implementing this project for
this one-time fee of $*.
Rescheduling Charges
--------------------
AT&T agrees to pay NetSolve its standard rescheduling fees for each site that
requires rescheduling with less than seven (7) days advance notice (except that
no charges will be assessed for the first such rescheduling of each site)
provided that NetSolve is not billed by an installation subcontractor for a
reschedule. If NetSolve is billed, then NetSolve's rescheduling fee will be
increased by the amount of said ▇▇▇▇.
Standard Rescheduling Fee $50 per site
Time and Material Services
--------------------------
. $200 per hour for on-site work (minimum 4 hours plus travel expenses if
requested for on-site work); $165 per hour for time and material SERVICES
done remotely. No travel expenses will apply if none are incurred by
NetSolve or charged to NetSolve by its provider.
. All Time and Material SERVICES are to be authorized in writing by AT&T
prior to the actual dispatch and completion of on-site work by NetSolve
or a NetSolve provider.
Paragraph 7 - Invoicing and Payment
NetSolve's invoices shall be rendered 1) upon completion of the Services, 2)
monthly, sent in advance, for recurring monthly charges, or 3) at other times
expressly provided for in this Attachment L, and shall be payable when the
Services have been performed to the satisfaction of AT&T. NetSolve shall mail
invoices referring to GSA005D Agreement, Amendment 8 with copies of any
supporting documentation required by AT&T to: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇/▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇. Undisputed invoices shall
be paid within forty-five (45) days after AT&T's receipt of the invoice.
Paragraph 24 - Termination
1) Termination of the Agreement- The provisions contained in the Original
Contract as modified by Amendment 5 of the Agreement that apply to the
entire Agreement shall survive the expiration or termination of the
Original Contract and/or Amendment 5 and shall continue to apply to this
Attachment L as if the Original Contract and Amendment 5 had not expired or
been terminated, subject to AT&T's right to terminate under Paragraph 24 2)
a) below.
2) Termination of this Attachment L -
------------------
*An asterisk (*) appears on this page at each place where information has been
omitted. The omitted information has been filed separately with the Securities
and Exchange Commission with a Request for Confidential Treatment of the omitted
information.
4 of 5
Attachment L
To Agreement No. GSA005D
a) In the event NetSolve shall be in breach or default of any of the terms,
conditions or covenants of the Agreement, this Attachment L, or any or all
Orders placed hereunder and such breach or default shall continue for a
period of thirty (30) days after the giving of written notice to NetSolve
thereof by AT&T, then in addition to all other rights and remedies of law
or equity or otherwise (subject to the limitations in the Agreement
specifically set forth in Paragraph 36 of Amendment 5 to the Agreement),
AT&T shall have the right to terminate this Attachment L and/or any such
Orders placed by AT&T hereunder without any charge, obligation or liability
whatsoever, except as to the payment for Services already received and
accepted by AT&T.
b) This Attachment L and any or all Orders placed hereunder may be terminated
by AT&T, by notice in writing:
i) if NetSolve makes an assignment for the benefit of creditors (other
than solely an assignment of moneys due); or
ii) if NetSolve evidences an inability to pay debts as they become due,
unless adequate assurance of such ability to pay is provided within
thirty (30) days of such notice.
iii) if a voluntary proceeding is commenced under an provision of the
United States Bankruptcy Code by NetSolve, the Agreement, this
Attachment L, and any or all Orders may be immediately terminated by
AT&T;
iv) if an involuntary proceeding is commenced under an provision of the
United States Bankruptcy Code against NetSolve that is not dismissed
within thirty (30) days of its filing, the Agreement, this Attachment
L, and any or all Orders may be immediately terminated by AT&T.
c) This Attachment L and any or all Orders may be terminated at any time by
AT&T upon twenty-four hours' written notice in the event of NetSolve's
acquisition by or merger with a competitor of AT&T.
3) Termination of Individual Orders placed pursuant to this Attachment L
a) a) AT&T may terminate such Order, without charge, upon 30 days written
notice if 1) AT&T's customer is dissatisfied with the Services performed
by NetSolve; 2) AT&T's End User has a change in their normal course of
business that impacts services, such as relocation, office closings, or
moves; 3) the End User's Contract expires or is terminated; 4) the End
User downgrades to a non-managed service; or 5) the End User changes to
another AT&T service which does not involve NetSolve.
b) AT&T may terminate upon thirty (30) days written notice by AT&T, at no
charge, any Order that includes modifications (as described in Paragraph
1 of this Attachment L), in the event AT&T and NetSolve are unable to
agree on pricing for any modifications to the Statement Of Work.
Paragraph 37 - Access to AT&T Systems
AT&T agrees to provide NetSolve, at no charge, access to all AT&T internal
information systems, which include provisioning and maintenance systems, which
AT&T determines in its reasonable judgment to be necessary for NetSolve to
effectively perform under the SOW as outlined in Attachments K-1, K-2, K-3, and
K-4. If applicable, any such information shall be provided to NetSolve subject
to Data Connect Agreement #197 dated April 16, 1998 and Non-Disclosure
Agreement dated July 17, 1997, each between AT&T Corp. and NetSolve.
5 of 5
Attachment L
To Agreement No. GSA005D
Statement of Work for AT&T IMA Management Service
Service Description
-------------------
IMA Management Service is a set of installation, implementation, and life cycle
management services which allow AT&T to quickly provide High Speed Packet
Services. The service is designed to provide capabilities including equipment
engineering, design validation, ordering, provisioning, project management,
installation, life cycle management, reporting, quality validation, and
documentation.
The services described in this Statement of Work ("SOW") will be performed with
respect to the Network Components in Table 1 where indicated by an `x' at the
intersection of the Service Element and Network Component. The pricing for each
Service Element is set forth in Paragraph 4 of Attachment L.
Table 1
Network Components
------------------------------------------------------------------------
Stratacom / Cisco Customer Kentrox
Service Element AUSM Switch Ports / PVCs CPE
=======================================================================================================
Project Management X X
-------------------------------------------------------------------------------------------------------
Order Management X X
-------------------------------------------------------------------------------------------------------
Inventory Management X
-------------------------------------------------------------------------------------------------------
Staging Management X
-------------------------------------------------------------------------------------------------------
Installation Management X X X
-------------------------------------------------------------------------------------------------------
On-Site Installation X
-------------------------------------------------------------------------------------------------------
Configuration Management X X
-------------------------------------------------------------------------------------------------------
Infrastructure Management X
-------------------------------------------------------------------------------------------------------
Monitoring and X X X
Fault Management
-------------------------------------------------------------------------------------------------------
Software Management X
-------------------------------------------------------------------------------------------------------
Reporting X
-------------------------------------------------------------------------------------------------------
NetSolve Responsibilities
NetSolve will perform the tasks described under each Service Element below. Any
significant tasks or responsibilities not described will be the responsibility
of AT&T or AT&T's customer (the "End User").
Project Management
------------------
The tasks defined below apply to orders for new service as well as for adds,
moves and changes to existing service.
A. Review Orders received from AT&T and request additional information or
clarification where required. Notify AT&T upon receipt of all information
required to begin processing.
B. For each site contained on an Order, contact the End User and develop an
installation schedule based upon the End User's requirements and the
installation intervals of AT&T, AT&T's other vendors, End User's other
vendors and NetSolve (as mutually agreed by AT&T and NetSolve from time to
time).
C. Include End User contact information provided by AT&T in Operations
Support System ("OSS").
Attachment L
To Agreement No. GSA005D
D. Provide the End User with any installation guidelines or information
necessary to successfully complete the installation.
E. Schedule on-site installations with AT&T's vendor and enter scheduling
information in NetSolve's Operations Support System ("OSS"). Enter other
scheduling information (e.g., transport installation dates) in OSS as
mutually agreed.
F. Provide End Users with access to mutually agreed upon installation
tracking information utilizing the installation tracking capabilities of
NetSolve's web interface.
G. Notify End Users, the Customer Premise Equipment ("CPE") installation
vendor, and applicable NetSolve organizations regarding provisioning and
CPE installation issues with under an agreed to schedule.
H. Conduct post-installation interview with End User to determine any
corrective actions required and implement identified actions or notify
AT&T to take actions with respect to issues related to AT&T's
responsibilities.
I. Notify and coordinate with End User for network related changes that may
impact their service.
J. Provide AT&T with a quote for any services or equipment that is not part
of the standard service description.
Order Management
----------------
A. Place information from Orders for network and equipment components into
AT&T's ordering systems as mutually agreed.
B. Update OSS with circuit number and DLCI information, and firm order
commitment dates (against End User requested dates) from AT&T's order
management systems.
C. Track and report systems integration status to the End Users or vendor in
a format selected by NetSolve and follow-up with the appropriate parties
to reschedule if dates are missed or change.
Inventory Management
--------------------
A. Place orders with AT&T's equipment vendor based upon lead times and
forecasted installation volumes by equipment type as provided by AT&T.
B. Receive and store equipment ordered by NetSolve and maintain perpetual
inventory records of the quantities of such equipment.
C. Install optional equipment components in main chassis against requirement
per Orders. Ship completed units to End User site or other location
specified by AT&T, in either case at AT&T's expense.
D. Reconcile perpetual inventory records to physical counts on a bimonthly
basis and report ending unit balances to AT&T.
Staging Management
------------------
A. Configure (hardware and software user-configurable settings) and perform
self-test operability of the assembled equipment components.
B. Order onsite maintenance from the on-site maintenance provider mutually
agreed to by AT&T.
Installation Management
-----------------------
A. Notify AT&T, AT&T's designated on-site installation vendor, and the End
User of installation dates utilizing the installation tracking
capabilities of NetSolve's web interface.
2 of 6
Attachment L
To Agreement No. GSA005D
B. Supervise the installation, configuration and test connectivity of Network
Components at each location to the End User's wide area network and to the
NetSolve-designated NetSolve Network Management Center ("NMC"). Initiate
corrective actions to resolve any physical and logical connectivity
issues, including dispatching appropriate on-site vendors as required.
C. Enter CPE configuration information in OSS or other NetSolve database or
management tools.
Configuration Management
------------------------
A. Develop and implement mutually agreed to addressing plans.
B. Configure network and management systems connectivity for End User's IMA
network.
C. Provide ongoing management of configuration changes for adds, moves, and
changes
Performance Management
----------------------
A. Develop a model for network performance. Monitor actual performance
parameters and recommend model or configuration changes needed to achieve
specified performance standards.
B. When mutually agreed, conduct interoperability testing to determine
service and management compatibility issues of AT&T-specified CPE units
according to test plans and scripts previously developed or specified by
AT&T. NetSolve's charges for this work will be at NetSolve's standard
Professional Services rates.
Infrastructure Management
-------------------------
A. Receive, install, and configure Kentrox element managers.
B. Operate the element managers, including backups of configuration and data
mutually agreed upon.
Monitoring and Fault Management
-------------------------------
A. Support End Users as their primary interface for operational issues.
B. Provide the designated End User contact with NMC contact information.
C. Provide 24 hours per day, 7 days per week monitoring of End User physical
and logical networks from the NMC.
D. Upon receipt of an alarm at the NMC, or a call from the End User
indicating a network outage or performance issue with a Network Component,
NetSolve will take the following actions:
1. Open a Trouble Ticket and initiate fault isolation procedures. All
reasonable efforts will be taken to restore service expeditiously.
2. Notify the End User designated contact of the outage and provide with
periodic status updates and provide End User with access to Trouble
Ticket status utilizing the capabilities of NetSolve's web interface.
3. Escalate Trouble Tickets within the NetSolve organization on a
standard schedule established by NetSolve which is based upon target
fault isolation and repair times. While escalation is automatic, End
User may request escalation with NetSolve at any time.
4. Escalate problems within AT&T and End User organizations according to
a mutually agreed schedule.
5. Upon isolation of the fault, NetSolve will dispatch the appropriate
service entity (End User's carrier or End User- or AT&T-designated
equipment maintenance provider).
6. Close maintenance issues with End Users to their satisfaction.
3 of 6
Attachment L
To Agreement No. GSA005D
7. When fault isolation procedures indicate a problem with non-Network
Components, NetSolve will provide End User with information gathered
during the fault isolation process in an effort to aid End User in
restoring service. If the information is sufficient to open a ticket
using AT&T's automated systems, NetSolve will open this ticket at the
customer's option. (This procedure is called a Warm Hand Off).
Software Management
-------------------
A. Remotely install up to one network-wide software upgrade annually to which
the End User is entitled under application CPE maintenance agreements or
which is provided by the CPE manufacturer to correct defects.
B. Maintain a repository of the current software configurations for
applicable Network Components.
C. Download software configurations to Network Components as required to
restore any failed or lost software loads.
Reporting
---------
A. NetSolve and AT&T will use their best efforts to mutually agree on DMOQs
(Direct Measures of Quality) by no later than June 30, 1999 as well as
DMOQs containing performance charges and/or credits.
B. Monthly provide mutually agreed reports on NetSolve's activities
demonstrating NetSolve's performance to mutually agreed upon DMOQs.
C. Bimonthly provide the results of the reconciliation of perpetual inventory
records to physical counts
D. Monthly report on units received and shipped.
E. Monthly provide billing information in a mutually agreed format on new
installations (including moves, adds and changes) and other billable
activities.
F. On request provide information reasonably required to resolve billing
issues.
AT&T Responsibilities
The tasks included in this section are the responsibility of the AT&T or the
AT&T's End User. In the event the End User fails to perform its
responsibilities, AT&T shall perform those responsibilities on End User's behalf
or, failing that, shall excuse any failure of NetSolve to perform its
responsibilities to the extent caused by AT&T and / or End User's failure. Any
such failure by AT&T or End User will not reduce the charges by NetSolve for the
affected services, even if NetSolve is unable to perform the services.
Project Management
------------------
A. Submit Orders to NetSolve in a mutually agreed upon format. Submitted
orders must contain all information mutually agreed as necessary for
NetSolve to perform its responsibilities under this SOW.
B. Provide End User contact information to NetSolve.
C. Notify NetSolve of the dates of all AT&T installation activities necessary
for NetSolve to perform its services or enter such dates directly into
NetSolve's systems utilizing the capabilities of NetSolve's web interface.
4 of 6
Attachment L
To Agreement No. GSA005D
Inventory Management
--------------------
A. Provide NetSolve with all contact and other information necessary for
NetSolve to place orders with AT&T's equipment vendors and provide those
vendors with any communications required in order for them to accept such
orders.
B. If NetSolve is not allowed to order from AT&T vendors, then AT&T will
place the orders.
C. AT&T, AT&T's CPE vendor, or the End User is responsible for shipping
charges for all CPE.
Staging Management
------------------
A. Provide NetSolve with all contact and other information necessary for
NetSolve to place orders with AT&T's CPE maintenance vendors and provide
those vendors with any communications required in order for them to accept
such orders.
Installation Management
-----------------------
A. Notify NetSolve of the dates of all AT&T installation activities necessary
for NetSolve to perform its services.
B. Provide installation services and / or spare parts for all central office
based network components.
Performance Management
----------------------
A. Provide NetSolve with access to AT&T's systems or Network Components and
tools as necessary for NetSolve to perform the services.
Infrastructure Management
-------------------------
A. Provide element managers (hardware and software) required for the Kentrox
production platform management.
B. Provide maintenance services and / or spare parts for management systems,
and backup management systems, as required.
C. Provide maintenance services and / or spare parts for all central office
based network components.
D. Test network components as system components to verify suitability.
E. Provide NetSolve the recommended equipment configurations, scripts, and
training for Network Components at no charge.
F. Provide NetSolve with on-line access to and training for the appropriate
AT&T internal systems at no charge.
G. Introduce to NetSolve appropriate contacts, both internally and with
partners, to allow NetSolve to escalate in the event of a possible End
User satisfaction issue.
H. Develop overall IMA design, and provide NetSolve with schematic and PVC
end points.
I. Provide engineering rules for configuring IMA.
Monitoring and Fault Management
-------------------------------
A. Resolve network, frame network, / FR interconnect, or or FR access
problems.
B. Provide access to AT&T internal systems for fault resolution at no charge.
5 of 6
Attachment L
To Agreement No. GSA005D
Software Management
-------------------
A. Provide NetSolve with authorized copies of software which AT&T requests
NetSolve to install on End User or AT&T Network Components.
General
-------
A. AT&T or End User is responsible for managing all network elements that are
not a part of Network Components. If, while performing its management
services, NetSolve isolates issues beyond Network Components, a NetSolve
network engineer will consult with the AT&T and obtain written
authorization prior to performing additional work, which will be at
NetSolve's standard rates for Professional Services. In the event such
work is approved and the problem is finally determined to be with a
Network Component, no such additional amounts will be charged to AT&T.
B. The End User must provide a 1FB phone line, or dedicated PBX extension
with DID capability, prior to the install date at each site covered by
NetSolve's services hereunder to allow dial-in access by NMC personnel.
These lines must be connected to a dial modem provided by the End User.
C. The End User and/or AT&T must provide NetSolve with notice of any changes
which are intended to be made to the Network Components before such
changes are made.
D. End User is responsible for managing the "non-IMA" network environment,
defined as equipment and services located on the End User side of the
demarc.
E. It is recommended that End User at all times have maintenance coverage for
all CPE equipment included in network components. NetSolve recommends that
central sites have a minimum of 7x24 coverage with a four hour response.
NetSolve will work with End User to develop alternative maintenance
strategies if desired (on-site spares, e.g.).
F. For optimal service, NetSolve recommends that the End User obtain
registered IP addresses for applicable network components or agree to use
unregistered IP addresses assigned by NetSolve. Secondary addressing
support is also available, but reduces NetSolve's troubleshooting
abilities.
G. The End User and/or must purchase an in-band management channel to
NetSolve to monitor CPE IMA.
6 of 6
Amendment 9
To Agreement No. GSA005D
Amendment No. 9
The Contract Services Agreement effective August 1, 1995, between NetSolve,
Incorporated ("NetSolve") and AT&T Corp. ("AT&T") ("Original Contract") as
heretofore modified by Amendment Number 5 (collectively the "GSA005D Agreement"
or "Agreement") is further amended by this Amendment No. 9 as follows effective
as of April 5, 1999:
1) Attachment M, attached hereto, entitled "AT&T IP Enhanced Frame Relay
("IPFR") Services" is hereby incorporated as part of the Agreement.
ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT REMAIN UNCHANGED.
NETSOLVE, INCORPORATED AT&T CORP.
By: [▇▇▇▇▇ ▇▇▇▇▇▇] By: [▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇]
--------------------------------------- ----------------------------------
Signature: [Signature of ▇▇▇▇▇ ▇▇▇▇▇▇] Signature: [Signature of ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇]
--------------------------------------- ----------------------------------
Title: [President and Chief Executive Officer] Title: [Manager ]
--------------------------------------- ----------------------------------
Date: [5/14/99] Date: [5/18/99]
--------------------------------------- ----------------------------------
1 of 6
Attachment M
To Agreement No. GSA005D
ATTACHMENT M
AT&T IP Enhanced Frame Relay (IPFR) Services
This Attachment for Contract Services ("Attachment M")") to the Agreement covers
AT&T IPFR Implementation and Management Services ("Services") that NetSolve
shall provide to AT&T in support of AT&T's IPFR Service offering, as requested
by AT&T and as described herein. This Attachment M is an integral part of the
Agreement and shall be governed by the terms of the Agreement. In the event of
any conflict between the terms of this Attachment and the terms of the
Agreement, the terms of this Attachment shall prevail with respect to the
Services provided under this Attachment .M.
For purposes of this Attachment M only the following Paragraphs in the Agreement
are deleted in their entirety and replaced with the Paragraphs below:
Paragraph 1 - Statement of Work
NetSolve shall provide Services to AT&T in support of AT&T's IPFR Service
offering in accordance with the "Statement of Work," Attachment M-1 attached
hereto. Services shall be available to AT&T in the United States.
Modifications to this Statement of Work and its requirements as set forth in
Attachment M-1 may be requested from time to time by AT&T. The pricing
contained herein shall apply to Services requested or any modification, provided
that the modifications requested do not require the furnishing of more material
or labor by NetSolve or longer times for performance of services. NetSolve
shall immediately notify AT&T's Contract Representative, in writing, of any
requested modification which NetSolve reasonably believes will require an
increase to the prices contained in Paragraph 4 - Payment for Services, and
shall furnish the amount of such proposed increase in such writing with
appropriate supporting documentation substantiating the basis for the requested
price increase. Following delivery of such notice, NetSolve shall not proceed
with Services with any such modification until AT&T and NetSolve Contract
Representatives (as then designated and authorized) agree, in writing, to the
appropriate charges.
"Orders" for Services pursuant to this Attachment M shall be sent to NetSolve
via a mutually agreed upon method. Monthly recurring Service charges as further
described in Paragraph 4 shall commence on the start date of Services as
requested by AT&T (such date is herein defined as the "CRD") and continue for
the number of months specified by AT&T on the order from AT&T to NetSolve, but
in no case greater than 36 months (the "Service Term"). The agreement term for
ordering IPFR Service is set forth in Paragraph 3.
Paragraph 2 - Contract Representative:
AT&T's Contract Representative for this Attachment is ▇▇▇ ▇▇▇▇▇▇. AT&T will
notify NetSolve in writing if a new Contract Representative is designated by
AT&T.
Paragraph 3 - Term
The effective date of this Attachment M is April 5, 1999 and it shall end on
April 4, 2000. At AT&T's option, this Attachment M and the Agreement shall
continue in effect for a maximum term of one year following the expiration of
this Attachment M with respect to individual End User service terms which extend
beyond the term of this Attachment M. AT&T shall have the right to exercise
this option provided that AT&T and NetSolve mutually and reasonably agree that
service levels with respect to such individual end users remain substantially
the same as set forth in Attachment M-1. AT&T shall notify NetSolve in writing
of each individual End User service term that shall be extended hereunder and
such extended individual End User service term(s) shall convert to a "month to
month" service term(s) which shall be cancelable by AT&T under Paragraph 24
subsection 3 (d). NetSolve shall retain network management and monitoring
capabilities and responsibilities as stated in Attachment M-1 hereto for
individual End Users that NetSolve continues to service pursuant to AT&T's
exercise of its option to extend this
2 of 6
Attachment M
To Agreement No. GSA005D
Attachment M and the Agreement with respect to individual End User service terms
which extend beyond the term of this Attachment M as set forth above.
Paragraph 4 - Payment for Services
For services performed by NetSolve under this Attachment M, AT&T will pay
NetSolve the following:
Recurring Services
------------------
Service Type Network Component Type Price
-----------------------------------------------------------------------------------------------------------
Configuration Management access line (with Visual CPE), Price is covered under Frame Relay
Infrastructure Management ports, and managed PVCs Plus pricing as specified in
Monitoring and Fault Management paragraph 4 of Attachment K to
Software Management this Agreement GSA005D
Reporting
-----------------------------------------------------------------------------------------------------------
Monitoring and Fault Management access line (without Visual CPE), $*/month/unit plus
Reporting ports and unmanaged PVCs or $*/month/unmanaged PVC
equivalents
-----------------------------------------------------------------------------------------------------------
Infrastructure Management IPFR trial and CI backbone $*/month for 3 PER IPFR , 3 TSC
Monitoring and network and 3 BPX "Trial Network";
Fault Management additional PERs, TSCs and BPXs
Reporting will be managed for $* per month
-----------------------------------------------------------------------------------------------------------
This pricing will remain effective provided the ratio of unmanaged PVCs to
managed PVCs does not exceed 1.2 to 1.
Nonrecurring Services
---------------------
Note: If End User Site is an existing Frame Plus End User Site there will be no
-------
duplicate charges for provisioning of Frame Relay Plus components used for
IPFR.
Service Type Network Component Type Price
----------------------------------------------------------------------------------------------
Program Management Visual CPE and/or Port $*/CPE and/or Port
(Non-Frame Plus Service)
----------------------------------------------------------------------------------------------
Order Management Ports with PVCs $*/port
----------------------------------------------------------------------------------------------
Order Management Additional PVCs, existing port $*/event
upgrade/no new facility if
ordered by NetSolve
----------------------------------------------------------------------------------------------
Installation Management Visual CPE and ▇▇▇; or port $*/Visual unit and/or port
(without Visual CPE) (Non-Frame
Plus Service)
----------------------------------------------------------------------------------------------
-----------------
* An asterisk (*) appears on this page at each place where information has been
omitted. The omitted information has been filed separately with the Securities
and Exchange Commission with a Request for Confidential Treatment of the omitted
information.
3 of 6
Attachment M
To Agreement No. GSA005D
This pricing will remain effective provided the ratio of unmanaged PVCs to
managed PVCs does not exceed 1.2 to 1.
Project Initiation Fees
-----------------------
NetSolve will be required to modify existing and add new systems, processes, and
tools in order to support this service. The one time charge for implementing
this project is $*. This fee will cover the tasks and resources required by
NetSolve to develop full operational support as specified under this Attachment.
This includes:
1) program management
2) project management
3) analysis, design, review, and modifications to NetSolve internal management
systems and tools. This includes:
a) OSS Trouble Tickets
b) OSS reporting
c) OSS NetRep
d) OSS parts database
e) CANVASS polling system and associated trap filter
4) analysis, design, review, modifications, and allocation for NetSolve
management infrastructure. This includes:
a) management channel terminations
b) switches, hub, and routers
c) security devices
d) redundancy equipment to include software, tools, and database backup
systems
e) redundancy infrastructure to include UPS, generator, and fiber ring
f) NetSolve test lab components
5) staff training on technology, products, and processes
6) staff training on internal AT&T systems and tools
7) internal and partner operational readiness testing
8) process development for provisioning, installation, maintenance, and
software updates
9) AT&T IPFR partner interface agreements
Except for AT&T property set forth in paragraph 24-4 of this Attachment M, this
fee does not provide AT&T ownership of any of the work product of NetSolve under
this section, nor any software, tools, processes, nor other similar items
developed by NetSolve.
Rescheduling Charges
--------------------
AT&T agrees to pay NetSolve fees for each site that requires rescheduling.
Rescheduling will be defined as any change in the End User's Planned
Installation Date (PID) that is not the result of an error by NetSolve. An
order cancellation will qualify as a PID change.
-----------------
*An asterisk (*) appears on this page at each place where information has been
omitted. The omitted information has been filed separately with the Securities
and Exchange Commission with a Request for Confidential Treatment of the omitted
information.
4 of 6
Attachment M
To Agreement No. GSA005D
Rescheduling Fee $75 per PID change
Examples of events that will change a Planned Installation Date include:
. Changes to End User information, such as address, that causes a change in the
PID.
. An AT&T subcontractor does not complete their work in sufficient time for the
schedule to be kept.
. The LEC does not complete the loop installation in sufficient time for the
schedule to be kept.
. AT&T does not complete the frame installation in sufficient time for the
schedule to be kept.
. The End User changes the installation date.
Time and Material Services
--------------------------
1) NetSolve's Time and Material SERVICES are available at $200 per hour for on-
site work (minimum 4 hours plus travel expenses if requested for on-site
work); $165 per hour for Time and Material SERVICES done remotely. No travel
expenses will apply if none are incurred by NetSolve or charged to NetSolve
by its provider.
2) All Time and Material SERVICES are to be authorized in writing by AT&T
prior to the actual dispatch and completion of on-site work by NetSolve
or a NetSolve provider.
Paragraph 7 - Invoicing and Payment
NetSolve's invoices shall be rendered 1) upon completion of the Services for
non-recurring charges, 2) monthly, sent in advance, for recurring monthly
charges, or 3) at other times expressly provided for in this Attachment M, and
shall be payable when the Services have been performed to the satisfaction of
AT&T. NetSolve shall mail invoices referring to GSA0005D Agreement, Amendment 9
with copies of any supporting documentation required by AT&T to: ▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. Undisputed
invoices shall be paid within forty-five (45) days after AT&T's receipt of the
invoice.
Paragraph 24 - Termination
1) Termination of the Agreement - The provisions contained in the Original
Contract as modified by Amendment 5 of the Agreement that apply to the
entire Agreement shall survive the expiration or termination of the
Original Contract and/or this Amendment 9 and shall continue to apply to
this Attachment M as if the Original Contract and this Amendment 9 had not
expired or been terminated, subject to AT&T's right to terminate under
Paragraph 24 2) a) below.
2) Termination of the Agreement and/or Attachment M -
a) In the event NetSolve shall be in breach or default of any of the
terms, conditions or covenants of the Agreement, this Attachment M, or
any or all Orders placed hereunder and such breach or default shall
continue for a period of thirty (30) days after the giving of written
notice to NetSolve thereof by AT&T, then in addition to all other
rights and remedies of law or equity or otherwise (subject to the
limitations specifically set forth in Paragraph 36 of Amendment 5 to
the Agreement), AT&T shall have the right to terminate this Attachment
M and/or any such Orders placed by AT&T hereunder without any charge,
obligation or liability whatsoever, except as to the payment for
Services already received and accepted by AT&T.
b) This Attachment M and any or all Orders placed hereunder may be
terminated by AT&T, by notice in writing:
i) if NetSolve makes an assignment for the benefit of creditors
(other than solely an assignment of moneys due); or
5 of 6
Attachment M
To Agreement No. GSA005D
ii) if NetSolve evidences an inability to pay debts as they become
due, unless adequate assurance of such ability to pay is provided
within thirty (30) days of such notice; or
iii) immediately if a voluntary proceeding is commenced under a
provision of the United States Bankruptcy Code by NetSolve; or
iv) immediately if an involuntary proceeding is commenced under a
provision of the United States Bankruptcy Code against NetSolve
that is not dismissed within thirty (30) days of its filing.
c) This Attachment M and any or all Orders may be terminated at any time
by AT&T upon twenty-four hours' written notice in the event of
NetSolve's acquisition by or merger with a competitor of AT&T.
3) Termination of Individual Orders placed pursuant to this Attachment M
a) AT&T may terminate such Order, without charge, upon 30 days written
notice if 1) AT&T's customer is dissatisfied with the Services
performed by NetSolve; 2) AT&T's End User has a change in their normal
course of business that impacts services, such as relocation, office
closings, or moves; 3) the End User's Contract expires or is
terminated; 4) the End User downgrades to a non-managed service; or 5)
the End User changes to another AT&T service which does not involve
NetSolve.
b) AT&T may terminate upon thirty (30) days written notice by AT&T, at no
charge, all Orders that upon expiration of the Service Term become
"month to month" Orders.
c) AT&T may terminate upon thirty (30) days written notice by AT&T, at no
charge, any Order that includes modifications (as described in
Paragraph 1 of this Attachment N), in the event AT&T and NetSolve are
unable to agree on pricing for any modifications to the Statement Of
Work. Modifications cannot apply retroactively to installed business
unless AT&T and NetSolve mutually agree.
d) AT&T may terminate, upon thirty (30) days written notice by AT&T, at no
charge, any Order for any End User and any End User Service term that
AT&T has exercised its option to extend beyond the term of this
Attachment M under Paragraph 3 of this Attachment M.
4) Ownership and Return of Data upon Termination
In accordance with proprietary information or confidentiality clauses
contained within the Original Contract under Paragraph 6, Competition or the
Agreement, NetSolve agrees and acknowledges that all customer data {e.g.
(without limitation except as set forth in paragraph 4 - Project Initiation
Fees): the customer premises equipment configurations, customer database
information, trouble history, passwords etc.} is the property of AT&T and
will be promptly conveyed and returned to AT&T in a mutually agreeable
electronic format upon written notice.
Paragraph 37 - Access to AT&T Systems
AT&T agrees to provide NetSolve, at no charge, access to all AT&T internal
information systems, which include provisioning and maintenance systems, which
AT&T determines in its reasonable judgment to be necessary for NetSolve to
effectively perform under the SOW as outlined in Attachment M-1. If applicable,
any such information shall be provided to NetSolve subject to Data Connect
Agreement #197 dated April 16, 1998 and Non-Disclosure Agreement dated July 17,
1997, each between AT&T Corp. and NetSolve.
6 of 6
Attachment ▇-▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
ATTACHMENT M-1
Statement of Work for AT&T IPFR Management Service
Service Description
-------------------
IPFR Management Service is a set of implementation, installation, and life cycle
management services which allow AT&T to quickly provide High Speed Packet
Services. The service is designed to provide capabilities including equipment
engineering, design validation, ordering, provisioning, program management,
installation, life cycle management, reporting, quality validation, and
documentation.
The services described in this Statement of Work ("SOW") will be performed with
respect to the Network Components in Table 1 where indicated by an `x' at the
intersection of the Service Element and Network Component. The pricing for each
Service Element is set forth in Paragraph 4 of Attachment M.
Table 1
Network Components
------------------------------------------------------------------------
IPFR "Trail" Customer
Service Element Network Ports / PVCs Visual CPE
=======================================================================================================
Program Management X X
-------------------------------------------------------------------------------------------------------
Order Management X X
-------------------------------------------------------------------------------------------------------
Installation Management X X
-------------------------------------------------------------------------------------------------------
Configuration Management X
-------------------------------------------------------------------------------------------------------
Infrastructure Management X X
-------------------------------------------------------------------------------------------------------
Monitoring and X X X
Fault Management
-------------------------------------------------------------------------------------------------------
Software Management X X
-------------------------------------------------------------------------------------------------------
Reporting X
-------------------------------------------------------------------------------------------------------
NetSolve Responsibilities
-------------------------
NetSolve will perform the tasks described under each Service Element below. Any
significant tasks or responsibilities not described will be the responsibility
of AT&T or AT&T's customer (the "End User").
Program Management
------------------
NetSolve will perform the following program management tasks:
A. Review Orders received from AT&T and request additional information or
clarification where required. Notify AT&T upon receipt of all information
required to begin processing.
B. For each site contained on an Order, contact the End User and develop an
installation schedule based upon the End User's requirements and the
installation intervals of AT&T, AT&T's other vendors, End User's other
vendors and NetSolve (as mutually agreed by AT&T and NetSolve from time to
time).
C. Include End User contact information provided by AT&T in Operations Support
System ("OSS").
D. Provide the End User with any installation guidelines or information
necessary to successfully
1 of 6
Attachment ▇-▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
complete the installation.
E. Schedule on-site installations with AT&T's vendor and enter scheduling
information in NetSolve's Operations Support System ("OSS"). Enter other
scheduling information (e.g. transport installation dates) in OSS as
mutually agreed.
F. Notify End Users, the Customer Premise Equipment ("CPE") installation
vendor, and applicable NetSolve organizations regarding provisioning and CPE
installation issues under an agreed to schedule.
G. Conduct post-installation interview with End User to determine any
corrective actions required and implement identified actions or notify AT&T
to take actions with respect to issues related to AT&T's responsibilities.
H. Notify and coordinate with End User for network related changes that may
impact their service.
I. Provide AT&T with a quote for any services or equipment that are not part of
the standard service description.
J. Provide post-installation end user moves/adds/changes (M/A/Cs) as requested
by AT&T, and coordinate such activity within the guidelines of new service
implementation contained herein and according to the pricing established in
Paragraph 4 of this Attachment M.
Order Management
----------------
NetSolve will perform the following order management tasks:
A. Place information from Orders for network and equipment components into
AT&T's ordering systems as mutually agreed.
B. Update OSS with circuit number and DLCI information, and firm order
commitment dates (against End User requested dates) from AT&T's order
management systems.
C. Track and report systems integration status to the End Users or vendor in a
format selected by NetSolve and follow-up with the appropriate parties to
reschedule if dates are missed or change.
Installation Management
-----------------------
NetSolve will perform the following installation management tasks:
A. Notify AT&T, AT&T's designated on-site installation vendor, and the End User
of End User installation dates in a format selected by NetSolve.
B. Supervise the installation, configuration, and test connectivity of Network
Components at each location to the End User's wide area network and to the
NetSolve-designated NetSolve Network Management Center ("NMC"). Initiate
corrective actions to resolve any physical and logical connectivity issues,
including dispatching appropriate on-site vendors as required.
C. Enter CPE configuration information in OSS or other NetSolve database or
management tools.
Configuration Management
------------------------
NetSolve will perform the following configuration management tasks:
A. Develop and implement mutually agreed to addressing plans for Visual CPE.
B. Provide Visual CPE configuration information to AT&T or their designated
Visual CPE staging vendor.
Infrastructure Management
-------------------------
NetSolve will perform the following infrastructure management tasks:
2 or 6
Attachment ▇-▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
A. Receive, install, and configure Visual CPE element managers.
B. Operate the Visual CPE element managers, including backups of configuration
and data as mutually agreed upon.
C. Provide, install, and manage the NMC management channel terminations,
including frame relay network access and management routers, for the IPFR
management connections for the Visual CPE and Trial IPFR Network components.
D. Configure NMC network and management systems connectivity for the Visual
CPE.
E. Configure NMC network and management systems connectivity for the Trial IPFR
Network components, including PERs, TSCs and BPXs.
Monitoring and Fault Management
-------------------------------
NetSolve will perform the following monitoring and fault management tasks:
A. Support End Users as their primary interface for operational issues.
B. Provide the designated End User contact with NMC contact information.
C. Provide 24 hours per day, 7 days per week monitoring of End User physical
and logical networks from the NMC.
D. Upon receipt of an alarm at the NMC, or a call from the End User indicating
a network outage or performance issue with a Network Component, NetSolve
will take the following actions:
1. Open a Trouble Ticket and initiate fault isolation procedures. All
reasonable efforts will be taken to restore service expeditiously.
2. Notify the End User designated contact of the outage and provide with
periodic status updates.
3. Escalate Trouble Tickets within the NetSolve organization on a standard
schedule established by NetSolve which is based upon target fault
isolation and repair times. While escalation is automatic, End User may
request escalation with NetSolve at any time.
4. Escalate problems within AT&T and End User organizations according to a
mutually agreed schedule.
5. Upon isolation of the fault, NetSolve will dispatch the appropriate
service entity (End User's carrier or End User- or AT&T-designated
equipment maintenance provider).
6. Close maintenance issues with End Users to their satisfaction.
7. When fault isolation procedures indicate a problem with non-Network
Components, NetSolve will provide End User with information gathered
during the fault isolation process in an effort to aid End User in
restoring service. If the information is sufficient to open a ticket
using AT&T's automated systems, NetSolve will open this ticket at the
customer's option. (This procedure is called a Warm Hand Off).
8. When fault isolation procedures indicate that the problem is not with
the End User frame relay access arrangement, NetSolve will execute
additional mutually agreed to connectivity tests to further isolate the
problem within AT&T's backbone production and Trial IPFR networks. When
the problem is identified, NetSolve will notify the designated IPFR
AT&T maintenance organization according to mutually agreed notification
procedures to initiate remedial repair efforts. When mutually agreed to
between AT&T and NetSolve, NetSolve may expand the scope of the IPFR
management services by manipulating the Trial IPFR network components
to effect the repair.
3 of 6
Attachment ▇-▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
Software Management
-------------------
NetSolve will perform the following software management tasks:
A. Remotely install up to one network-wide software upgrade annually to which
the End User is entitled under applicable CPE maintenance agreements or
which is provided by the CPE manufacturer to correct defects.
B. Maintain a repository of the current software configurations for applicable
Network Components including PERs and TSCs.
C. Download software configurations to Network Components including PERs and
TSCs as required to restore any failed or lost software loads.
Reporting
---------
NetSolve will provide the following reporting:
A. Monthly provide mutually agreed reports on NetSolve's activities
demonstrating NetSolve's performance to mutually agreed upon DMOQs. NetSolve
and AT&T will mutually agree on these metrics by no later than September 15,
1999 as well as the metrics containing performance charges and / or credits.
B. Monthly provide billing information in a mutually agreed format on new
installations (including moves, adds, and changes) and other billable
activities.
C. On request provide information reasonably required to resolve billing
issues.
AT&T Responsibilities
---------------------
The tasks included in this section are the responsibility of AT&T or AT&T's End
User. In the event the End User fails to perform its responsibilities, AT&T
shall perform those responsibilities on End User's behalf or, failing that,
shall excuse any failure of NetSolve to perform its responsibilities to the
extent caused by AT&T and / or End User's failure. Any such failure by AT&T or
End User will not reduce the charges by NetSolve for the affected services, even
if NetSolve is unable to perform the services.
Project Management
------------------
A. Submit Orders to NetSolve in a mutually agreed upon format. Submitted orders
must contain all information mutually agreed as necessary for NetSolve to
perform its responsibilities under this SOW.
B. Provide End User contact information to NetSolve.
C. Notify NetSolve of the dates of all AT&T installation activities necessary
for NetSolve to perform its services.
Inventory Management
--------------------
A. Provide NetSolve with all contact and other information necessary for
NetSolve to place orders with AT&T's equipment vendors and provide those
vendors with any communications required in order for them to accept such
orders.
B. If NetSolve is not allowed to order from AT&T vendors, then AT&T will place
the orders.
C. AT&T, AT&T's CPE vendor, or the End User is responsible for shipping charges
for all CPE.
4 of 6
Attachment M-1
To Agreement No. GSA005D
Staging Management
------------------
A. Provide NetSolve with all contact and other information necessary for
NetSolve to place orders with AT&T's CPE maintenance vendors and provide
those vendors with any communications required in order for them to accept
such orders.
Installation Management
-----------------------
A. Notify NetSolve of the dates of all AT&T installation activities necessary
for NetSolve to perform its services.
B. Provide installation services and / or spare parts for all central office
based network components.
C. Provide onsite installations of all Visual CPE and Trial IPFR Network
components.
Infrastructure Management
-------------------------
A. Provide element managers (hardware and software) required for the Visual ASE
production platform management.
B. Provide maintenance services and / or spare parts for management systems,
and backup management systems as required.
C. Provide maintenance services and / or spare parts for all central office
based network components.
D. Test network components as system components to verify suitability.
E. Provide NetSolve the recommended equipment configurations, scripts, and
training for Network Components at no charge.
F. Provide NetSolve with on-line access to and training for the appropriate
AT&T internal systems at no charge.
G. Introduce to NetSolve appropriate contacts, both internally and with
partners, to allow NetSolve to escalate in the event of a possible End User
satisfaction issue.
H. Develop overall IPFR design, and provide NetSolve with schematic and PVC end
points.
I. Provide engineering rules for configuring IPFR.
Monitoring and Fault Management
-------------------------------
A. Resolve network, frame network, FR interconnect, or FR access problems.
B. Provide access to AT&T internal systems for fault resolution at no charge.
Software Management
-------------------
A. Provide NetSolve with authorized copies of software which AT&T requests
NetSolve to install on End User or AT&T Network Components.
General
-------
A. AT&T or End User is responsible for managing all network elements that are
not a part of Network Components. If, while performing its management
services, NetSolve isolates issues beyond Network Components, a NetSolve
network engineer will consult with AT&T and obtain written authorization
prior to performing additional work, which will be at NetSolve's standard
rates for Professional Services. In the event such work is approved and the
problem is finally determined to be with a Network Component, no such
additional amounts will be charged to AT&T.
B. The End User and/or AT&T must provide NetSolve with notice of any changes
which are
5 of 6
Attachment ▇-▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
intended to be made to the Network Components before such changes are made.
C. End User is responsible for managing the "non-IPFR" network environment,
defined as equipment and services located on the End User side of the
demarc.
D. It is recommended that End User at all times have maintenance coverage for
all CPE equipment included in network components. NetSolve recommends that
central sites have a minimum of 7x24 coverage with a four hour response.
NetSolve will work with End User to develop alternative maintenance
strategies if desired (e.g. on-site spares).
E. For optimal service, NetSolve recommends that the End User obtain registered
IP addresses for applicable network components or agree to use unregistered
IP addresses assigned by NetSolve. Secondary addressing support is also
available, but reduces NetSolve's troubleshooting abilities.
F. The End User and / or AT&T must purchase an in-band management channel to
NetSolve to monitor appropriate IPFR Network Components.
6 to 6
Attachment N
To Agreement No. GSA005D
Amendment No. 10
The Contract Services Agreement effective August 1, 1995, between NetSolve,
Incorporated ("NetSolve") and AT&T Corp. ("AT&T") ("Original Contract") as
heretofore modified by Amendment Number 5 (collectively the "GSA005D Agreement"
or "Agreement") is further amended by this Amendment No. 10 as follows effective
as of March 1, 1999:
1) Attachment N, attached hereto, entitled "AT&T ATM PLUS ("ATM PLUS")
Services" is hereby incorporated as part of the Agreement.
ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT REMAIN UNCHANGED.
NETSOLVE, INCORPORATED AT&T CORP.
By: [▇▇▇▇▇ ▇▇▇▇▇▇] By: [▇.▇▇▇▇▇▇▇▇▇▇]
--------------------------------------- ----------------------------
Signature: [Signature of ▇▇▇▇▇ ▇▇▇▇▇▇] Signature: [Signature of ▇. ▇▇▇▇▇▇▇▇▇▇]
--------------------------------------- ----------------------------
Title: [President and Chief Executive Officer] Title: [Procurement Manager]
--------------------------------------- ----------------------------
Date: [5/26/99] Date: [6/8/99]
--------------------------------------- ----------------------------
1 of 6
Attachment N
To Agreement No. GSA005D
ATTACHMENT N
AT&T ATM PLUS ("ATM PLUS") Services
This Attachment for Contract Services ("Attachment N") to the Agreement covers
AT&T ATM PLUS Implementation and Management Services ("Services") that NetSolve
shall provide to AT&T in support of AT&T's ATM PLUS Service offering, as
requested by AT&T and as described herein. This Attachment N is an integral
part of the Agreement and shall be governed by the terms of the Agreement. In
the event of any conflict between the terms of this Attachment and the terms of
the Agreement, the terms of this Attachment shall prevail with respect to the
Services provided under this Attachment N.
For purposes of this Attachment N only the following Paragraphs in the Agreement
are deleted in their entirety and replaced with the Paragraphs below:
Paragraph 1 - Statement of Work
NetSolve shall provide Services to AT&T in support of AT&T's ATM PLUS Service
offering in accordance with the "Statement of Work," Attachments N-1 and N-2
attached hereto. Services shall be available to AT&T in the United States.
Modifications to this Statement of Work and its requirements as set forth in
Attachments N-1 and N-2 may be requested from time to time by AT&T. The pricing
contained herein shall apply to Services requested or any modification, provided
that the modifications requested do not require the furnishing of more material
or labor by NetSolve or longer times for performance of services. NetSolve
shall immediately notify AT&T's Contract Representative, in writing, of any
requested modification which NetSolve reasonably believes will require an
increase to the prices contained in Paragraph 4 - Payment for Services, and
shall furnish the amount of such proposed increase in such writing with
appropriate supporting documentation substantiating the basis for the requested
price increase. Following delivery of such notice, NetSolve shall not proceed
with Services with any such modification until AT&T and NetSolve Contract
Representatives (as then designated and authorized) agree, in writing, to the
appropriate charges.
"Orders" for Services pursuant to this Attachment N shall be sent to NetSolve
via a mutually agreed upon method. Monthly recurring Service charges as further
described in Paragraph 4 shall commence on the start date of Services as
requested by AT&T (such date is herein defined as the "CRD") and continue for
the number of months specified by AT&T on the order from AT&T to NetSolve, but
in no case greater than 36 months (the "Service Term"). The agreement term for
ordering ATM PLUS Service is set forth in Paragraph 3.
Upon expiration or termination of this Attachment N, all Services will continue
to be provided through the end of each End User Service Term and will be non-
cancelable by either party except as set forth in Paragraph 24 of this
Attachment N.
Paragraph 2 - Contract Representative:
AT&T's Contract Representative for this Attachment N is ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
BNSVC. AT&T will notify NetSolve in writing if a new Contract Representative is
designated by AT&T.
Paragraph 3 - Term
The effective date of this Attachment N is March 1, 1999 and it shall end on
February 28, 2001; provided, however, that this Attachment N and the Agreement
shall continue in effect beyond February 28, 2001 with respect to specific End
User service terms only which extend beyond the Term of this Attachment N and
the Agreement, except that in no event shall NetSolve be obligated to provide
Services to such specific End Users more than three (3) years after February 28,
2001.
2 of 6
Attachment N
To Agreement No. GSA005D
Paragraph 4 - Payment for Services
For services performed by NetSolve under this Attachment N, AT&T will pay
NetSolve the following:
Recurring Services
------------------
Service Type Network Component Type Price
---------------------------------------------------------------------------------------------
Monitoring and Visual Unit with ▇▇▇ $*/month/Visual unit
Fault Management;
Software and Firmware
Control; Information and
Reporting
---------------------------------------------------------------------------------------------
Modified Fault Management Unmanaged PVC $*/month/PVC
Warm Hand Off
---------------------------------------------------------------------------------------------
This pricing will remain effective provided the ratio of unmanaged PVCs to
managed PVCs does not exceed 1.2 to 1.
Nonrecurring Services
---------------------
Service Type Network Component Type Price
----------------------------------------------------------------------------------------------
Program Management Visual CPE and/or Port $*/CPE and/or Port
----------------------------------------------------------------------------------------------
Order Management Ports with PVCs $*/port
----------------------------------------------------------------------------------------------
Order Management Additional PVCs, port upgrade/no $*/event
new facility
----------------------------------------------------------------------------------------------
Installation Engineering Visual CPE and ▇▇▇ $*/Visual unit
----------------------------------------------------------------------------------------------
This pricing will remain effective provided the ratio of unmanaged PVCs to
managed PVCs does not exceed 1.2 to 1.
Project Initiation Fees
-----------------------
NetSolve will be required to modify existing and add new systems, processes, and
tools in order to support this service. The one time charge for implementing
this project is $*. This fee will cover the tasks and resources required by
NetSolve to develop full operational support as specified under this Attachment.
This includes:
1) program management
2) project management
3) analysis, design, review, and modifications to NetSolve internal management
systems and tools. This
---------------------
*An asterisk (*) appears on this page at each place where information has been
omitted. The omitted information has been filed separately with the Securities
and Exchange Commission with a Request for Confidential Treatment of the omitted
information.
3 of 6
Attachment N
To Agreement No. GSA005D
includes:
a) OSS Trouble Tickets
b) OSS reporting
c) OSS NetRep
d) OSS parts database
e) CANVASS polling system and associated trap filter
f) ProWatch Exchange web tool
4) analysis, design, review, modifications, and allocation for NetSolve
management infrastructure. This includes:
a) management channel terminations
b) switches, hub, and routers
c) security devices
d) redundancy equipment to include software, tools, and database backup
systems
e) redundancy infrastructure to include UPS, generator, and fiber ring
f) NetSolve test lab components
5) staff training on technology, products, and processes
6) staff training on internal AT&T systems and tools
7) internal and partner operational readiness testing
8) process development for provisioning, installation, maintenance, and
software updates
9) AT&T ATM PLUS partner interface agreements
Except for AT&T property set forth in paragraph 24-4 of this Attachment N, this
fee does not provide AT&T ownership of any of the work product of NetSolve under
this section, nor any software, tools, processes, nor other similar items
developed by NetSolve.
Rescheduling Charges
--------------------
AT&T agrees to pay NetSolve fees for each site that requires rescheduling.
Rescheduling will be defined as any change in the End User's Planned
Installation Date (PID) that is not the result of an error by NetSolve. An
order cancellation will qualify as a PID change.
Rescheduling Fee $75 per PID change
Examples of events that will change a Planned Installation Date include:
. Changes to End User information, such as address, that causes a change in
the PID
. An AT&T subcontractor does not complete their work in sufficient time for
the schedule to be kept.
. The LEC does not complete the loop installation in sufficient time for the
schedule to be kept.
. AT&T does not complete the frame installation in sufficient time for the
schedule to be kept.
. The End User changes the installation date.
Time and Material Services
--------------------------
1) NetSolve's Time and Material SERVICES are available at $200 per hour for on-
site work (minimum 4 hours PLUS travel expenses if requested for on-site
work); $165 per hour for Time and Material SERVICES done remotely. No travel
expenses will apply if none are incurred by NetSolve or charged to NetSolve
by its provider.
2) All Time and Material SERVICES are to be authorized in writing by AT&T prior
to the actual dispatch and completion of on-site work by NetSolve or a
NetSolve provider.
4 of 6
Attachment N
To Agreement No. GSA005D
Paragraph 7 - Invoicing and Payment
NetSolve's invoices shall be rendered 1) upon completion of the Services for
non-recurring charges, 2) monthly, sent in advance, for recurring monthly
charges, or 3) at other times expressly provided for in this Attachment N, and
shall be payable when the Services have been performed to the satisfaction of
AT&T. NetSolve shall mail invoices referring to GSA0005D Agreement, Amendment
10 with copies of any supporting documentation required by AT&T to: ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, BNSVC, ▇▇▇ ▇▇▇▇▇ ▇▇▇/▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
Undisputed invoices shall be paid within forty-five (45) days after AT&T's
receipt of the invoice.
Paragraph 24 - Termination
1) Termination of the Agreement - - The provisions contained in the Original
Contract as modified by Amendment 5 of the Agreement that apply to the
entire Agreement shall survive the expiration or termination of the Original
Contract and/or this Amendment 10 and shall continue to apply to this
Attachment N as if the Original Contract and this Amendment 10 had not
expired or been terminated, subject to AT&T's right to terminate under
Paragraph 24 2) a) below.
2) Termination of the Agreement and/or Attachment N -
a) In the event NetSolve shall be in breach or default of any of the
terms, conditions or covenants of the Agreement, this Attachment N, or
any or all Orders placed hereunder and such breach or default shall
continue for a period of thirty (30) days after the giving of written
notice to NetSolve thereof by AT&T, then in addition to all other
rights and remedies of law or equity or otherwise (subject to the
limitations specifically set forth in Paragraph 36 of Amendment 5 to
the Agreement), AT&T shall have the right to terminate this Attachment
N and/or any such Orders placed by AT&T hereunder without any charge,
obligation or liability whatsoever, except as to the payment for
Services already received and accepted by AT&T.
b) This Attachment N and any or all Orders placed hereunder may be
terminated by AT&T, by notice in writing:
i) if NetSolve makes an assignment for the benefit of creditors
(other than solely an assignment of moneys due); or
ii) if NetSolve evidences an inability to pay debts as they become
due, unless adequate assurance of such ability to pay is provided
within thirty (30) days of such notice; or
iii) immediately if a voluntary proceeding is commenced under a
provision of the United States Bankruptcy Code by NetSolve; or
iv) immediately if an involuntary proceeding is commenced under a
provision of the United States Bankruptcy Code against NetSolve
that is not dismissed within thirty (30) days of its filing.
c) This Attachment N and any or all Orders may be terminated at any time
by AT&T upon twenty-four hours' written notice in the event of
NetSolve's acquisition by or merger with a competitor of AT&T.
3) Termination of Individual Orders placed pursuant to this Attachment N -
a) AT&T may terminate such Order, without charge, upon 30 days written
notice if 1) AT&T's customer is dissatisfied with the Services
performed by NetSolve; 2) AT&T's End User has a change in their normal
course of business that impacts services, such as relocation, office
closings, or moves; 3) the End User's Contract expires or is
terminated; 4) the End User downgrades to a non-managed service; or 5)
the End User changes to another AT&T service which does not
5 of 6
Attachment N
To Agreement No. GSA005D
involve NetSolve.
b) AT&T may terminate upon thirty (30) days written notice by AT&T, at no
charge, all Orders that upon expiration of the Service Term become
"month to month" Orders.
c) AT&T may terminate upon thirty (30) days written notice by AT&T, at no
charge, any Order that includes modifications (as described in
Paragraph 1 of this Attachment N), in the event AT&T and NetSolve are
unable to agree on pricing for any modifications to the Statement Of
Work. Modifications cannot apply retroactively to installed business
unless AT&T and NetSolve mutually agree.
4) Ownership and Return of Data upon Termination
In accordance with proprietary information or confidentiality clauses
contained within the Original Contract under Paragraph 6, Competition or the
Agreement, NetSolve agrees and acknowledges that all customer data {e.g.
(without limitation except as set forth in paragraph 4 - Project Initiation
Fees): the customer premises equipment configurations, customer database
information, trouble history, passwords etc.} is the property of AT&T and
will be promptly conveyed and returned to AT&T in electronic format upon
written notice.
Paragraph 37 - Access to AT&T Systems
AT&T agrees to provide NetSolve, at no charge, access to all AT&T internal
information systems, which include provisioning and maintenance systems, which
AT&T determines in its reasonable judgment to be necessary for NetSolve to
effectively perform under the SOW as outlined in Attachments N-1and N-2. If
applicable, any such information shall be provided to NetSolve subject to Data
Connect Agreement #197 dated April 16, 1998 and Non-Disclosure Agreement dated
July 17, 1997, each between AT&T Corp. and NetSolve.
6 of 6
Attachment N-1
To Agreement No. GSA005D
Attachment N-1
Program Management, Order Management, and Installation Engineering -
Statement of Work
Service Description This Statement of Work for NetSolve's Program Management,
-------------------
Order Management, and Installation Engineering service defines the
responsibilities and deliverables for AT&T and NetSolve with respect to
coordinated ordering, delivery, and installation coordination of RMON-based
probes supplied by Visual Networks ("Probe"), Network Termination Units (NTU),
ports, local access, and VP/VCs or PVCs in support of the AT&T ATM ▇▇▇▇▇ ▇▇▇▇
Services ("ASJ"). These services will be performed remotely from a NetSolve
Network Management Center ("NMC").
The terms Network or Network Components mean all hardware and network components
from the managed Probe at one location to the managed Probe at any other
location, including the NTU, ATM ports, and VP/VCs or PVCs and local access to
the AT&T's ATM switches, for any locations covered by ASJ1 under an Order
accepted by NetSolve.
NetSolve Responsibilities
Program Management
------------------
NetSolve will perform the following program management tasks:
A. Enter required End User information in the Performance Archive Manager
(▇▇▇) platform based on ASJ level supported.
B. Perform ongoing administrative duties, including password management, on
the ▇▇▇ to ensure continued End User access.
C. Interface with the End User to validate equipment and network
configuration and protocol information.
D. Develop an installation schedule, with the End User contact, for each site
based on installation intervals supplied by AT&T.
E. Provide site survey information for the End User, as required, to enable
proper equipment installation.
F. Track and report systems integration and equipment installation status to
AT&T and End User at times and in a format selected by NetSolve and follow
up with AT&T, the equipment suppliers, and the End User to reschedule if
dates are missed or changed.
G. Conduct a post-installation review with the End User and initiate necessary
corrective action.
H. NetSolve will coordinate with the appropriate groups inside AT&T to
expeditiously enable an installed customer to upgrade from ASJ1 to
additional ASJ Service levels, if available.
I. NetSolve will provide post-installation End User moves/adds/changes (M/A/Cs)
as requested by AT&T, and coordinate such activity within the guidelines of
new service implementation contained herein and according to the pricing
established in Paragraph 4.
Order Management
----------------
NetSolve will perform the following order management tasks:
A. Input required End User information into AT&T's AISE ordering system.
-------------------------------------------------------------------------------
1 of 4
Attachment N-1
To Agreement No. GSA005D
B. Input required End User information into NetSolve's OSS Management system.
C. Place order with AT&T (to be billed to End User by AT&T) for the Network
Components of the ASJ service including the ports, local access and NTU, and
VP/VCs or PVCs.
D. Place order with AT&T for the VP/VC or PVC management channel(s) from each
Probe to the NetSolve NMC (to be billed to End User by AT&T or provided at
no charge by AT&T).
E. Verify correct circuit numbers, DLCI information, and firm order commitment
dates (against End User requested date) as received from AT&T Order
management systems.
F. Interface directly with mutually agreed upon AT&T systems.
G. Create, issue, manage, and maintain the IP address plan to connect the
Probes to the management tools.
Installation Engineering
------------------------
NetSolve will perform the following with respect to End User installations:
A. NetSolve will coordinate testing of the End User premise Probe equipment
with an AT&T Work Center to test for end-to-end connectivity of all Network
Components as each site installation is completed.
B. NetSolve will turn up and verify the operational status of the OSS and
Visual Networks polling and archiving systems in accordance with the ASJ1
service.
NetSolve Reporting
------------------
A. NetSolve will report on the following metrics:
1. Number of Sites Scheduled
2. Number of Sites Installed
3. % Installed On Time to Interval
4. % On Time to Customer Request Date
5. Average Interval:
a. AT&T Signed Order to Installation Complete
b. Order to NetSolve to NetSolve Order of Services
c. Order to NetSolve to All Firm Order Commitment Dates Received
6. Jeopardy Analysis for Misses categorized by:
a. Customer issues
b. NetSolve Internal Operations
c. Vendor (Install, Maintenance)
d. Carrier (LEC and IXC) Provisioning
e. Non-Carrier Vendors
NetSolve and AT&T will mutually agree on these metrics by no later than October
31, 1999 as well as the metrics containing performance charges and or credits.
Web Reporting
-------------
A. Provide End Users and AT&T with access to mutually agreed upon installation
tracking information utilizing the installation tracking capabilities of
NetSolve's web interface.
--------------------------------------------------------------------------------
2 of 4
Attachment N-1
To Agreement No. GSA005D
B. Provide End Users and AT&T with access to mutually agreed upon transport
inventory information utilizing the tracking capabilities of NetSolve's web
interface.
C. Provide End Users and AT&T with access to Trouble Ticket status utilizing
the capabilities of NetSolve's web interface.
D. Provide End Users and AT&T with access to mutually agreed upon reports
utilizing the capabilities of NetSolve's web interface.
Billing
-------
A. NetSolve will either input directly to an AT&T billing system (or AT&T and
NetSolve will provide a jointly developed electronic interface) in order to
update AT&T of newly installed Probes at customer locations.
B. NetSolve will either input directly to an AT&T billing system (or AT&T and
NetSolve will provide a jointly developed electronic interface) in order to
provide invoicing for NetSolve's billable activity to AT&T.
C. NetSolve will provide AT&T information reasonably required for AT&T to
resolve billing issues with End Users.
AT&T Responsibilities
Program Management
------------------
A. Provide NetSolve with an order document (either electronic or FAX)
containing information mutually agreed to by NetSolve and AT&T.
B. Provide NetSolve the recommended equipment configurations for Network
Components.
C. Provide NetSolve with Visual Networks ▇▇▇ software and the appropriate
hardware and operating environment at no charge.
D. Provide NetSolve with on-line access to the appropriate AT&T internal
systems at no charge.
E. Provide pre-configured Visual Networks Probes to each End User at no charge
to NetSolve, and provide insurance coverage to cover risk of loss or damage
while in transit or in NetSolve's possession.
F. Introduce to NetSolve appropriate partner contacts to allow NetSolve to
escalate to these partners in the event of a possible customer satisfaction
issue.
Systems Integration
--------------------
AT&T shall provide the following systems integration support:
A. Train the appropriate NetSolve staff (at NetSolve's location) on the AT&T
internal systems to be used by NetSolve.
Project Management
------------------
AT&T shall provide the following project management support:
A. Provide the properly configured Probes and associated cables to each End
User location to support the program.
-------------------------------------------------------------------------------
3 to 4
Attachment N-1
To Agreement No. GSA005D
B. Provide necessary installation of Probes at each End User location.
C. Manage issues pertaining to circuit installation by the local exchange
or other carriers on an escalation basis as requested by NetSolve.
D. Provide NetSolve with site, contact (including any applicable
escalation lists and off-hours contacts), and technical information
reasonably required by NetSolve to perform its responsibilities.
E. Provide NetSolve with the network management transport components
including VP/VCs or PVCs, ports, circuits, and access charges at the
NetSolve NMC.
Billing
-------
A. AT&T will manage all customer billing policies relative to the End User.
End User Responsibilities
A. End User is responsible for site preparation in accordance with
manufacturer's specifications.
B. End User will allow access to their site for installation services, as
reasonably requested.
-------------------------------------------------------------------------------
4 of 4
Attachment N-2
To Agreement No. GSA005D
Attachment N-2
ATM ▇▇▇▇▇ ▇▇▇▇-Level 1 ("ASJ1") - Statement of Work
Service Description ASJ1 is a network management service for asynchronous
-------------------
transfer mode (ATM) data transport and RMON-based probes supplied by Visual
Networks ("Probe"). The service includes proactive monitoring of the Probe,
certain defined fault identification and resolution processes, Probe software
upgrade services, and reporting. These services will be provided to AT&T End
User customers ("End Users") by NetSolve acting on behalf of AT&T. These
services will be provided remotely from the NetSolve Network Management Center
("NMC").
The terms Network or Network Components mean all hardware and network components
from the managed Probe at one location to the managed Probe at any other
location, including the ATM ports and VP/VCs or PVCs and local access to the
AT&T ATM switch, for any locations covered by ASJ1 under an order accepted by
NetSolve.
The pricing for these services are set forth in Paragraph 4 of Attachment N.
NetSolve Responsibilities
-------------------------
Monitoring and Fault Management
-------------------------------
NetSolve will perform the following Monitoring and Fault Management activities:
A. Provide the End User with appropriate NMC contact information.
B. Provide 24 hours per day, 7 day per week monitoring of the End User's Probes
from the NMC. Monitoring will consist of a combination of polling and
threshold alarms from the Probe.
C. When the logical connection is between two managed sites, and upon receipt
of an alarm for a loss of connectivity condition at the NMC from a Probe, or
a call from an End User indicating a network outage or performance issue,
fault identification and resolution procedures will be executed to include
the following:
1. Notify the End User within a target timeline of fifteen minutes or less
from initial alarm (except where the End User has reported the outage)
that an alarm has been received and that the fault identification and
resolution process is being implemented.
2. Notify the End User designated contact of the outage and provide such
contact with status updates.
3. Open a Trouble Ticket in NetSolve's Trouble Ticket system and initiate
fault isolation procedures including:
a. Notify End User to verify site power and operating location
integrity.
b. Analyze alarm/trap log for the site to determine source of
trouble.
c. Check Probe for availability and if site Probe appears functional
NetSolve will:
i) Open a Trouble Ticket electronically in a mutually agreed
upon AT&T's Ticketing system.
ii) Monitor the Ticketing system for updates from AT&T/LEC
testing.
iii) Upon resolution notification from the Ticketing system, test
for connectivity and notify the End User of service
restoration.
d. If trouble appears to be site Probe related, NetSolve will:
i) Utilize additional non-managed parameters available from the
Probes to assist in troubleshooting efforts and customer
presentation as needed from either the NMC or AT&T Network
Operations Center.
--------------------------------------------------------------------------------
1 of 3
Attachment ▇-▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
ii) Dispatch a service technician to the End User site when
necessary, and manage situation to service restoration.
iii) Close ticket in NetSolve's Ticketing system.
D. When the logical connection is between a managed and a non-managed site, and
upon receipt of an alarm for a loss of connectivity condition at the NMC
from a Probe, or a call from an End User indicating a network outage, fault
identification and resolution procedures (referred to as "Warm Handoff")
will be executed to include the following:
1. Notify the End User at the managed site within a target timeline of
fifteen minutes or less from initial alarm (except where the End User
has reported the outage) that an alarm has been received and that the
fault identification and resolution process is being implemented.
a. If the problem isolated to a network component that is located
anywhere other than the non-managed end, including the access
circuit, the NMC will follow the standard ASJ Fault Management
procedures as described in paragraph C above.
b. If the problem is isolated to the non-managed end, the NMC will
notify the End User designated contact at the managed site of the
outage and offer to open a Trouble Ticket in an AT&T Ticketing
system on their behalf if they will provide us with the necessary
information.
i) If the End User selects to provide the NMC with the required
information, NetSolve will create the Ticket and provide the
End User with the necessary information, in a format selected
by NetSolve, to allow them to conduct all follow up and problem
resolution tasks.
ii) Close ticket in NetSolve's Ticketing system.
E. Escalate Trouble Tickets within the NetSolve organization on a standard
schedule established by NetSolve which is based upon target fault isolation
and repair times. While escalation is automatic, the End User may request
escalation with NetSolve at any time.
F. When fault isolation procedures indicate a problem with non-Network
Components, NetSolve will provide the End User with information gathered
during the fault isolation process in an effort to aid the End User in
restoring service.
G. Store information to be mutually agreed upon (for a period of time to be
mutually agreed upon) from each polled Probe in the Performance Archive
Manager (▇▇▇) system to aid in the analysis of network performance problems
on an as needed basis.
Information Management and Reporting
------------------------------------
NetSolve will provide the following reporting on a monthly basis, to begin
following the first full month of ASJ1, for each Probe included in Network
Components.
A. End User Network Availability Report and Trouble Ticket Summary Report
detailing the measured availability and recorded periods of network outage.
B. DMOQ performance on the following metrics:
1. Call Center Responsiveness
a. Number of Calls
b. Average Speed of Answer
c. Abandoned Call Rate
d. Average Time for Abandon Calls
2. Operations & Fault Management
A sample of the current Frame Relay Plus Service report is attached to
demonstrate the type of reports that can be made available.
--------------------------------------------------------------------------------
2 of 3
Attachment N-2
To Agreement No. GSA005D
3. NetSolve and AT&T will mutually agree on these metrics by no later than
September 1, 1999 as well as the metrics containing performance charges
and or credits.
Software and Firmware Control
-----------------------------
NetSolve will perform the following with respect to Software and Firmware
Control:
A. Remotely install software upgrades which the End User is entitled to under
applicable maintenance agreements between the End User and their equipment
maintenance provider, or which are provided by the manufacturer to correct
defects. Upgrades requiring additional software / firmware, additional or
upgraded hardware, or on-site installation will be performed at an
additional fee. Software upgrades in excess of one per Probe per year will
be at an additional charge to be mutually agreed upon by AT&T and NetSolve.
B. Maintain a back-up copy of the Probe software in a management platform in
the NMC for downloading or modification.
AT&T Responsibilities
----------------------
Program Management
------------------
A. Provide NetSolve the recommended equipment configurations for Network
Components.
B. Provide the network management VP/VCs or PVCs at no charge.
C. Provide NetSolve with Visual Networks ▇▇▇ software and the appropriate
hardware and software operating and application systems at no charge.
D. Provide NetSolve with on-line access to the appropriate AT&T internal
systems at no charge.
E. Provide the Visual Networks Probes to each End User at no charge to
NetSolve, and provide insurance coverage to cover risk of loss or damage
while in transit or in NetSolve's possession.
F. Introduce to NetSolve appropriate partner contacts to allow NetSolve to
escalate to these partners in the event of a possible customer satisfaction
issue.
G. Ensure ASJ components and subcontractors are capable of performing to the
specifications required to meet the ASJ features and Service Offer
Description.
End User Responsibilities
-------------------------
A. The End User is responsible for managing all non-Network Components,
including the LAN or other network environment located on the local side of
the Probe. If in connection with providing ASJ1 services, NetSolve isolates
the problem to be on the LAN side of the Network Components, an NMC engineer
will consult with the End User and obtain written authorization prior to
performing additional work, which will be at NetSolve's standard rates for
Professional Services. In the event such work is approved and the problem is
finally determined to be with a Network Component, no such additional
charges will be billed to the End User.
B. The End User must provide the NMC with notice of any changes which the End
User intends to make to the Network Components before such changes are made.
C. Conduct all follow up and resolution efforts for all network problems
between a managed and a non-managed site that have received the modified
warm handoff treatment.
--------------------------------------------------------------------------------
3 of 3
AT&T MNS and NetSolve CONTRACT SERVICES AGREEMENT
Amendment No. 11.0
The Contract Services Agreement effective August 1, 1995, between NetSolve,
Incorporated ("NetSolve") and AT&T Corp. ("Contract") as heretofore modified by
Amendments Number 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10 (collectively the
"Agreement") is further amended as follows effective as of August 1, 1999
("Amendment No. 11.0).
The previous Attachments A, B, D, H and H-1, and Appendices A and B, to
Amendment Number 5 are hereby deleted.
Paragraphs 1-4, 7 and 24 are to be deleted in Amendment Number 5 and replaced
with the following for purposes of this Amendment No. 11.0. All other paragraphs
of Amendment Number 5 remain in effect with respect to this Amendment Number
11.0. All paragraphs of Amendment Number 5 other than 1-4 and 7 remain in effect
with respect to any other amendments to the Contract to which those paragraphs
are in effect as of the date of this Amendment Number 11.0.
Paragraph 1 - Statement of Work
-------------------------------
NetSolve shall provide Services to AT&T in support of AT&T's Managed Network
Solutions (MNS) Service offering in accordance with the "Statement Of Work,"
(which is comprised of Attachments A, H and H-1, Appendices A and B). Services
shall be available to AT&T in the United States and Canada and, subject to
mutual agreement on pricing and DMOQs, in other countries. Modifications to the
Statement of Work may be requested from time to time by AT&T and any
modifications to Attachments A, H, H-1 or Appendices A and B shall be approved
and incorporated into this Amendment Number 11.0 upon the written agreement of
both parties. The pricing contained herein shall apply to Services requested or
any modification, provided that the modifications requested do not require the
furnishing of more material or labor by NetSolve or longer times for performance
of services. NetSolve shall immediately notify AT&T's Contract Representative,
in writing, of any requested modification which NetSolve feels will require an
increase to the prices contained in Paragraph 4-Payment for Services, and shall
furnish the amount of such proposed increase in such writing. Following
delivery of such notice, NetSolve shall continue to provide Services without
modification but shall not institute any such modification until the AT&T
Contract Representative and NetSolve agree, in writing, to the appropriate
charges.
Paragraph 2 - CONTRACT REPRESENTATIVE
-------------------------------------
AT&T's MNS Contract Representative is ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. AT&T will notify
NetSolve in writing if a new Contract Representative is designated by AT&T.
Paragraph 3 - TERM
------------------
The effective date of this Amendment Number 11.0 is August 1, 1999 ("Effective
Date"). AT&T may place Orders with NetSolve under this Amendment Number 11.0
from the Effective Date through and including December 31, 2001 (the "Ordering
Period"). NetSolve shall provide Services for Orders placed under this
Amendment Number 11.0 for the duration of the Service Term for each end user
customer. The Service Term for each Order will start with the initial
installation for each end user customer and will end as of the earlier of (i)
the cancellation of individual Orders by AT&T in accordance with Paragraph 24 of
this Amendment Number 11.0; or (ii) December 31, 2004. This Amendment Number
11.0 will terminate upon expiration of the Service Terms of all Orders under
this Amendment subject to earlier termination in accordance with this Amendment
Number 11.0 (the "Expiration Date"). The Service Term for each Order from AT&T
to NetSolve shall be based on the actual term of the end user customer's order
with AT&T.
AT&T/NETSOLVE PROPRIETARY
Page 1
Any other extensions of this Amendment Number 11.0 beyond the Expiration Date,
or any other continued work beyond the Expiration Date, shall be pursuant to a
written Agreement signed by both parties.
Paragraph 4 - PAYMENT FOR SERVICES
----------------------------------
A. For services performed by NetSolve under this Amendment Number 11.0, AT&T
will pay NetSolve a monthly recurring charge for each Router Site. The monthly
recurring charges are set forth in Tables 1, 2A, 2B and 3 below. In addition,
AT&T will pay certain one time, non-recurring charges and Time and Material
(T&M) charges as set forth in Table 1 below. These prices are net to AT&T and
not subject to additional discount unless mutually agreed in writing. The
thirty-six (36) month pricing for Item 2 in Table 1, as set forth in Tables 2A
and 2B, will be applied to all existing orders effective with the Effective
Date.
B. The following is fixed for the term of this Amendment Number 11.0:
(i) Prices for the services in Items 1, 2, 3, 7, 8, 9, and 10 of Table 1,
and
(ii) The percentage fees in Item 5.
The following pricing may change during the term of this Amendment Number
11.0:
(i) Prices for Item 5, as based on the actual manufacturer's invoice or
list price, and/or
(ii) Prices for Items 4 and 6 upon sixty (60) days written notice, only if
NetSolve's suppliers change the underlying prices to NetSolve. (In which
case NetSolve shall only change its prices to AT&T by the same percentage
(up or down) as the percentage change from NetSolve's suppliers to
NetSolve.) Provided, however, that if a price increase exceeds 5% NetSolve
shall use reasonable efforts to find a substitute supplier.
Any change to the price per Item 4 (pursuant to the terms above) shall be
applied to new Orders placed by AT&T after AT&T's receipt of NetSolve's notice
of the price change.
Any change to the price for Item 6 (pursuant to the terms above) shall be
applied to new Orders placed by AT&T after AT&T's receipt of NetSolve's notice
of the price change, or for existing Orders, the new pricing shall be applied as
of the next annual anniversary of the service start date for each existing
Order.
AT&T and NetSolve shall cooperate in efforts to persuade any mutual supplier
(e.g. Cisco) to provide (i) fixed pricing for the duration of any Orders placed
pursuant to this Amendment Number 11.0 and (ii) cancellation or termination
flexibility. Such cancellation or termination flexibility may include
provisions to allow NetSolve to assign any applicable contracts or orders for
maintenance to AT&T in the event AT&T cancels such services with NetSolve as
permitted under Paragraph 24.
AT&T/NETSOLVE PROPRIETARY
Page 2
Table 1
-------
NetSolve Service Performed Billing at List Price
------------------------------------------------------------------------------------------------------------------------
1. Growth Markets Sales Process activities for $* per Proposal (1)
Express and MRS defined in Attachments H and H-1.
------------------------------------------------------------------------------------------------------------------------
2. Router Managed Hub and Non-Hub Sites services See Tables 2A and 2B below.
as defined in Attachment A Add $* per site per month for WAN Performance View
Add $* per site per month for dial back-up (2)
------------------------------------------------------------------------------------------------------------------------
3. Implementation Coordination as defined in $* per Hub or Non-Hub Site installed or moved ($* for
Attachment A international locations). (3)
------------------------------------------------------------------------------------------------------------------------
4. Installation Charge Non-recurring fee per managed Router Site at $* (4) per site per
installation (international quotations will be priced individually
upon request). This charge will not apply when NetSolve
coordinates an installation on AT&T's behalf utilizing AT&T's
other vendor(s).
------------------------------------------------------------------------------------------------------------------------
5. Equipment procured by NetSolve for AT&T For routers - (i) manufacturer's actual invoice to NetSolve plus
(ii) *% of Manufacturer's list price at the time the Order is
executed (*% effective January 1, 2000 and thereafter).(5) (6)
For other equipment - *% of manufacturer's list price at time of
order from AT&T when NetSolve's vendor is used
------------------------------------------------------------------------------------------------------------------------
6. Customer Premise Equipment Maintenance NetSolve's current List Price (which shall be adjusted at least
quarterly to not exceed the then- current manufacturer's List
Price) at time of receipt of order from AT&T (subject to annual
adjustment after implementation) when NetSolve's vendor is used.
This charge will not apply when NetSolve orders maintenance on
AT&T's behalf from AT&T's other vendor(s). (7)
------------------------------------------------------------------------------------------------------------------------
7. Implementation Reschedule Fee $50.00 per Router Site Postponed by AT&T or Customer beginning
with the second such postponement for the Router Site.
------------------------------------------------------------------------------------------------------------------------
8 . Time and Material Activities. Example of $165.00 per Hour (minimum 2 hour charge)
service to be applied to: All services are subject to a minimum of a two (2) hour T&M charge
. After Hours Installation (Work scheduled after for remote support or a four (4) hour T&M charge for on-site
5:00 p.m.) support.
. Multiple visits to customer site due to
customer non-readiness
. Site visit insisted by customer though problem
resolution is determined and conveyed to be
linked to non-managed customer equipment or due
to fault of a party other than NetSolve or its
subcontractors.
---------------
*An asterisk (*) appears on this page at each place where information has been
omitted. The omitted information has been filed separately with the Securities
and Exchange Commission with a Request for Confidential Treatment of the omitted
information.
AT&T/NETSOLVE PROPRIETARY
Page 3
NetSolve Service Performed Billing at List Price
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
9. Performance Reports Reports
Included in charges under Item 2 above.
------------------------------------------------------------------------------------------------------------------------
10. Customer Transition Fee in connection with Per Site MRS Hub................................$*
contract expiration or termination
------------------------------------------------------------------------------------------------------------------------
11. Tele-Install for customers not desiring an AT&T and NetSolve will negotiate pricing to support these types of
on-site installation per Item 4 above. installations.
------------------------------------------------------------------------------------------------------------------------
Footnotes to Table 1:
(1) Subject to 100% credit if network is managed by NetSolve (see Paragraph
4 of Attachment H).
(2) This charge is waived for Orders accepted by NetSolve prior to the
Effective Date. This charge will apply for such Orders upon expiration
of the current term per the end user customer Order to NetSolve from
AT&T.
(3) This fee may be deferred by increasing the monthly recurring charge.
See Table 3 below.
(4) Additional charge at Time and Materials rate (see Item 8 in Table 1)
for installations completed outside of 8:00 a.m. to 5:00 p.m. local
time Monday through Friday.
(5) This process will be used for all router orders received from AT&T
after August 15, 1999. It may be used for router orders prior to that
date at NetSolve's option in order to manage the transition. Prior to
the transition, the process for `Other Equipment' in Item 5 above will
be utilized.
(6) The cost of the equipment will be invoiced as the equipment is received
from the manufacturer. The percentage fee will be invoiced as the
equipment is shipped to the end user customer. NetSolve will provide a
monthly report detailing all inventory held by NetSolve which has been
billed to AT&T and not yet shipped to the end user customer.
(7) Maintenance services purchased utilizing NetSolve's vendor may only be
canceled by AT&T upon sixty (60) days written notice prior to each
anniversary of the service start date even if it results in NetSolve
providing maintenance services beyond the term of providing the
services in Item 2 of Table 1 (except that AT&T shall not be obligated
to continue maintenance services more than ninety (90) days following
the end of the term per the Order).
Table 2
-------
The price to AT&T for the services under Item 2 of Table 1 are set forth
below and are based on the Service Term and number of sites per each
individual Order. No more than one end user customer can be included on a
single Order.
If an end user customer adds additional sites and that end user customer
has enough sites in total to qualify for a lower price, the lower price can
be obtained only through the replacement of existing Orders with a new
Order containing all of the served sites for a new service term.
All of the sites on each Order shall be installed within the Ramp-Up Period
(defined as one-hundred-eighty (180) days after installation of the first
site on the Order, unless AT&T and NetSolve mutually agree otherwise on a
case by case basis). If all of the sites under an Order are
--------------------
*An asterisk (*) appears on this page at each place where information has been
omitted. The omitted information has been filed separately with the Securities
and Exchange Commission with a Request for Confidential Treatment of the omitted
information.
AT&T/NETSOLVE PROPRIETARY
Page 4
not installed within the Ramp-Up Period, then NetSolve may ▇▇▇▇ AT&T based
on the actual number of installed sites for that Order. Such price will be
utilized only prospectively (i.e., there will be no adjustments to billing
for prior months). Provided, however, that if the failure to meet the Ramp-
Up schedule is due to NetSolve installation delays, then NetSolve shall
▇▇▇▇ AT&T based on the number of sites in the Order until the NetSolve
delay is cured.
If a customer cancels sites, NetSolve may base the pricing on the remaining
number of sites. Provided, however, that if a customer cancels sites, due
to a business downturn, then NetSolve shall not increase the price if the
decrease in the number of sites results in a drop of only one level in
Table 2A and/or Table 2B. Notwithstanding the foregoing, NetSolve may base
the pricing on the remaining number of sites if (i) AT&T has increased its
price to the end user customer or (ii) the decrease results in the number
of sites falling into the first level of Table 2A and/or Table 2B.
The pricing in Table 2A shall apply to Orders existing as of the Effective
Date of this Amendment No. 11.0. The pricing in Table 2B shall apply to
all new Orders placed after the Effective Date of this Amendment.
Provided, however, that Table 2A pricing shall apply to all Orders if at
any time during the term of this Amendment, the total average number of
router sites (new orders and existing customers) managed by NetSolve
hereunder is less than 11. Further provided that once the total average
number of router sites managed hereunder is 11 or more, Table 2B pricing
shall then apply to all new Orders.
Table 2A Domestic Add for International
-------------------------------------------------------------------------------------------------------------
Number of Sites 12 Months 24 Months 36 Months 12 Months 24 or 36 Months
-------------------------------------------------------------------------------------------------------------
1-6 $* $* S* $* $*
-------------------------------------------------------------------------------------------------------------
7-25 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
26-50 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
51-75 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
76-100 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
101-150 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
151-1,500 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
1,501-3,000 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
3,001-5,000 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
5,001 + $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
Table 2B Domestic Add for International
-------------------------------------------------------------------------------------------------------------
Number of Sites 12 Months 24 Months 36 Months 12 Months 24 or 36 Months
-------------------------------------------------------------------------------------------------------------
1-3 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
4-6 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
7-25 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
26-50 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
-----------------
*An asterisk (*) appears on this page at each place where information has been
omitted. The omitted information has been filed separately with the Securities
and Exchange Commission with a Request for Confidential Treatment of the omitted
information.
AT&T/NETSOLVE PROPRIETARY
Page 5
Table 2B Domestic Add for International
-------------------------------------------------------------------------------------------------------------
Number of Sites 12 Months 24 Months 36 Months 12 Months 24 or 36 Months
-------------------------------------------------------------------------------------------------------------
51-75 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
76-100 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
101-150 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
151-1,500 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
1,501-3,000 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
3,001-5,000 $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
5,001 + $* $* $* $* $*
-------------------------------------------------------------------------------------------------------------
Table 3
-------
The charges in Table 1 for the services in the table below may be deferred
over the service term per the Order by increasing the monthly price set
forth in Item 2 of Table 1 as set forth in the table below. These amounts
are non-cancelable during the term per the Order.
12 Months 24 Months 36 Months
Deferred Charge
-----------------------------------------------------------------------------------------------
Implementation Coordination (Item 3 of Table 1) $* $* $*
-----------------------------------------------------------------------------------------------
Installation (Item 4 of Table 1) $* $* $*
-----------------------------------------------------------------------------------------------
Paragraph 7 - INVOICING AND PAYMENT
-----------------------------------
Invoices for recurring monthly charges and maintenance shall be sent monthly in
advance by NetSolve, based on the number of Router Sites installed and
maintained as of the date the invoice was sent. Invoices for equipment purchased
from NetSolve shall be sent when the equipment is shipped by NetSolve to the
Router Site. Invoices for routers will be sent upon receipt by NetSolve of the
equipment. When the implementation of the end-user customer's network is
complete and operational NetSolve will invoice AT&T for the one-time, non-
recurring charges associated with the coordination and installation of equipment
(including the percentage fee for routers in Item 5 of Table 1). Invoices shall
be sent to AT&T at the address shown below, directed to the personal attention
of the person indicated below, or other representative as designated by AT&T.
All undisputed amounts due shall be paid within forty-five (45) days after
AT&T's receipt of the invoice. Any unpaid disputed amount shall be documented in
writing by AT&T prior to the due date. A late charge of one-percent (1%) per
month on all amounts not paid or disputed in writing within sixty (60) days of
receipt of the invoice will be payable by AT&T.
Invoices to be sent to:
AT&T
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------
*An asterisk (*) appears on this page at each place where information has been
omitted. The omitted information has been filed separately with the Securities
and Exchange Commission with a Request for Confidential Treatment of the omitted
information.
AT&T/NETSOLVE PROPRIETARY
Page 6
Room 1B06
▇▇▇ ▇▇. ▇▇▇/▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Paragraph 24 - TERMINATION
--------------------------
Termination of the Agreement - The termination of the Agreement shall not
affect the rights and obligations of either party under this Amendment Number
11.0, and this Amendment Number 11.0 (and the provisions of the Agreement with
respect to this Amendment Number 11.0) shall continue in effect as though the
Agreement had not been terminated
Termination of this Amendment Number 11.0. -
a) In the event either party shall be in breach or default of any of the terms,
conditions or covenants of this Agreement, or this Amendment Number 11.0 and
such breach or default continues unremedied twenty-five (25) days after
receipt of written notice, the non-defaulting party may terminate any Orders
that are directly affected by such breach or default without any charge,
obligation or liability. Notwithstanding the foregoing, AT&T's obligation to
pay (i) for Services already received and accepted by AT&T, (ii) any charges
due under Table 3 of Paragraph 4, and (iii) if AT&T is the defaulting party,
the cancellation charges provided for in Paragraph 24e)i), shall not be
excused. If this Agreement is terminated by AT&T due to NetSolve's breach or
default, AT&T may begin a Ramp-Down period, not to exceed twelve (12)
months, to transition existing Router Sites to other management centers
without limitation as to the number of sites transitioned per month. In the
event of such Ramp Down, the pricing shall not change, unless any such price
change is made pursuant to Paragraph 4B.
b.) The Agreement and all Orders under Attachments A and H may be terminated
immediately by AT&T by notice in writing:
i) if NetSolve makes an assignment for the benefit of creditors (other than
solely an assignment of moneys due);
ii) if NetSolve evidences an inability to pay debts as they become due,
unless adequate assurance of such ability to pay is provided within thirty
(30) days of such notice;
iii) if a proceeding is commenced under a provision of the United States
Bankruptcy Code, voluntarily by NetSolve;
(iv) if a proceeding is commenced under a provision of the United States
Bankruptcy Code, involuntarily, against NetSolve, and such proceeding is
not dismissed within thirty (30) days.
c) NetSolve shall provide AT&T with written notice, as soon as it may legally
do so, if NetSolve merges with or is acquired by a competitor of AT&T. AT&T
may terminate this Agreement at any time, without termination liability,
within the thirty day period following AT&T's receipt of written notice of
the merger/acquisition. During the first twelve months of the migration the
pricing for each Order shall not change (unless such pricing change is made
pursuant to Paragraph 4B). Pricing for end user customers still managed by
NetSolve after the first twelve months of migration shall be separately
negotiated by the parties.
d) Termination of Individual Orders placed pursuant to this Attachment A-AT&T
may terminate individual Orders for Router Sites without charge, upon 30
days written notice in the event AT&T has received a written notice from the
end user customer that such end user customer: (i)is expanding and NetSolve
is unable to provide the services defined in Attachment A; (ii) has
terminated its services with AT&T due to a business downturn; or (iii) the
Service Term has expired.
The following shall apply with respect to Orders entered into prior to July
1, 1999 and terminated pursuant to Paragraph 24d)iii):
1. No Orders may be terminated prior to July 1, 2000.
AT&T/NETSOLVE PROPRIETARY
Page 7
2. No more than 150 Router Sites may be moved in any month.
3. AT&T must provide NetSolve ninety (90) days written notice of any
Router Sites it moves.
4. If AT&T moves Router Sites under Paragraph 24d)iii) and the total
number of Router Sites remaining in the NetSolve Network Management
Center under this Amendment Number 11.0 decreases by eight percent (8%)
or more in any ninety (90) day period, then NetSolve may reject Orders
for new end user customers in its sole discretion.
5. The pricing for Orders migrated under this Paragraph 24e) shall not
increase and shall not revert to 12 months rates.
e.) In addition to its termination rights under Paragraphs 24a) through 24d)
above, AT&T may cancel this agreement or individual Orders under this Agreement
for any or no reason (termination for convenience) as set forth in this
Paragraph 24e).
i) AT&T may cancel individual Orders entered into after June 30, 1999 upon
thirty (30) days written notice. In the event of such cancellation, AT&T
shall pay a cancellation charge equal to: (1) 50% of any unpaid Monthly
Recurring Fees (defined as the fees under Item 2 of Table 1, Paragraph
4), whether previously invoiced or not, for months 1 through 24 of the
Service Term of the canceled Order, plus (2) 25% of any unpaid Monthly
Recurring Fees, whether previously invoiced or not, for months 25 through
36. There is no cancellation charge for any canceled Service Term beyond
36 months. Cancellation under this Paragraph 24e)i) is limited in any
twelve (12) month period to Orders with aggregate Monthly Recurring Fees
not exceeding ten percent (10%) of the aggregate total of Monthly
Recurring Fees for all Orders as of the first month of such twelve (12)
month period.
ii) All Orders under this Amendment Number 11.0 may be terminated on twelve
(12) months written notice. At the end of the twelve (12) month notice
period or July 1, 2001, whichever is later, a twelve month Ramp-Down will
begin. Each month during the Ramp-Down, AT&T shall transition no more
than 8% of the existing sites away from the NetSolve management center.
After the 12 month Ramp-Down, Router Sites will still be managed by
NetSolve only upon the mutual agreement of NetSolve and AT&T. During the
12 month Ramp-Down, the cancellation charges under Paragraph 24e)i) will
apply to each Order for which the Service Term has not expired as of the
date of the move. Following receipt of the notice of termination under
this Paragraph 24e)ii), NetSolve may reject Orders for new end user
customers in its sole discretion.
f) In the event of expiration or termination of this Agreement, in whole or in
part, wherein all or some portion of the work will be performed by AT&T
itself or elsewhere, NetSolve agrees to provide all reasonable efforts and
full cooperation in the orderly transition of the work to AT&T designated
Network Management centers, provision of reports, data configuration files
and similar customer specific information and media necessary for
continuation of the work transferred, continuation of work at reducing
levels if necessary during a transition period and at reduced levels if work
is transferred in part. Prices for additional work related to customer
transition are covered in Table 1, Paragraph 4, Amendment Number 11.0 of
this Agreement.
g) Notwithstanding any other provision of Paragraph 24, the equipment
maintenance services under Item 6 of Table 1, Paragraph 4, may be canceled
only upon an annual anniversary of the maintenance service start date unless
there is an uncured default in the providing of such maintenance services.
Notwithstanding any other provision of Paragraph 24, the fees in Table 3
remain non-cancelable and must be paid in a lump sum for the remainder of
the term per the Order within thirty (30) days of the notice of termination
unless there is an uncured default in the providing of those specific
services.
AT&T/NETSOLVE PROPRIETARY
Page 8
ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME
NETSOLVE, INCOROPORATED AT&T SOLUTIONS INC.
By: [▇▇▇▇▇ ▇▇▇▇▇▇] By: [▇▇▇ Pastarnak]
--------------------------------------- ----------------------------
Signature: [Signature of ▇▇▇▇▇ ▇▇▇▇▇▇] Signature: [Signature of ▇▇▇ Pastarnak]
--------------------------------------- ----------------------------
Title: [President and Chief Executive Officer] Title: [Procurement Director]
--------------------------------------- ----------------------------
Date: [7/6/99] Date: [7/1/99]
--------------------------------------- ----------------------------
AT&T/NETSOLVE PROPRIETARY
Page 9
ATTACHMENT A
MANAGED NETWORK SOLUTIONS and NETSOLVE
This Attachment A to Amendment Number 11.0 of the Contract Services Agreement,
(the "Agreement") covers Managed Router Solutions ("MRS") that NetSolve shall
provide to AT&T in support of AT&T's Managed Network Solutions ("MNS") offering,
when requested by AT&T and as described herein. This Attachment is an integral
part of the Agreement and shall be governed by the terms of the Agreement. In
the event of any conflict between the terms of this Attachment and the terms of
the Agreement, the terms of this Attachment shall prevail with respect to the
Services provided under this Attachment A.
Responsibilities
NetSolve's support of MRS will occur during pre-sale activities, post-sale
project management, and on-going network management. In each of these
activities, NetSolve will act as a subcontractor of AT&T. In any customer
communication, NetSolve will represent itself as AT&T, not as NetSolve. NetSolve
as a distinct organization will be transparent to the customer. AT&T shall have
the sole and independent responsibility for marketing MRS, including the
determination of customer pricing, and in no event shall NetSolve be permitted
to review or have access to AT&T's offer pricing to end-user Customers,
strategic marketing information, or other competitively sensitive information.
NetSolve shall only receive proposals and reports that are needed to perform
quality services for AT&T in a timely manner.
NETSOLVE'S ROLES AND RESPONSIBILITIES ARE AS FOLLOWS:
A. NetSolve Pre-Sales Responsibilities
. Receive pre-qualification form
. Develop preliminary design of network, router, and DSU/CSU
. Consult with account team and customer
. Finalize overall network design
. Provide monthly report of number of customers and sites designed
. Growth Markets Sales Process activities outlined in Attachment H and
H-1 and similar activities for other quotes as provided for in this
Attachment A
B. NetSolve Post-Sales Responsibilities
Implementation Coordination:
. Overall Project Management of Implementation
. Deliver Project Plan to Customer
. Inform customer of necessary preparations
. Place order for equipment with NetSolve's vendors for equipment if
equipment is contained on the Order
. Place order with NetSolve's equipment maintenance vendors (or with
AT&T's vendors for international locations) if equipment maintenance
is contained on the Order
. Place order with NetSolve's equipment install vendors (or with AT&T's
vendors for international locations) if equipment install is
contained on the Order
Installation Activities:
AT&T/NETSOLVE PROPRIETARY
Page 10
. Receive, stage, and configure equipment
. Coordinate provisioning activity of transport and equipment
vendors
. Verify that network and equipment connectivity and
configurations are supporting customer applications
. Schedule and coordinate test and turn-up activities
. Provide monthly report of installed customers and sites
. Provide installation through NetSolve's vendors (if equipment
installation is contained on the Order) or AT&T's vendors
C. NetSolve On-going Responsibilities
. Pro-actively monitor and manage customer networks 24 X 365
. Receive customer inquiry and trouble calls
. Perform appropriate software upgrades
. Isolate and work with equipment vendor to correct router
software bugs
. Contact with vendors (including AT&T) for trouble resolution
. Contact with customers regarding progress of trouble resolution
. Provide monthly availability report to AT&T Project Managers and
customers
. Maintain documentation of network design
. Provide monthly summary report of customer and sites supported
. Provide the following monthly reports via Global Exchange to
begin following the first full month of service for a site. The
reports listed below require that the end user customer router
support the appropriate Management Information Base (MIB)
Variables. Consult with end user customer regarding reports on a
monthly basis (quarterly for end user customers with fifteen
(15) or fewer sites).
- WAN Interface Utilization
- WAN Interface Traffic Type
- WAN Interface Protocol
- WAN Router Performance
- WAN Interface Utilization Exception
- WAN Interface Traffic Type Exception
- WAN Interface Error Exception
- WAN Frame Relay Exception
- WAN General Device Information
. Proactively manage performance of Customer Network
. Provide maintenance through NetSolve's vendors (if equipment
maintenance is contained on the Order) or AT&T's vendors
AT&T ROLES AND RESPONSIBILITIES ARE AS FOLLOWS:
A. AT&T Pre-Sales Responsibilities
. Assess initial requirements
. Provide pre-qualification form
AT&T/NETSOLVE PROPRIETARY
Page 11
. Develop design and customer pricing for network transport and
equipment
. Present proposal to potential customer
B. AT&T Post-Sales Responsibilities
. Provide all appropriate customer information
. Place order for network transport
. Inform NetSolve of network transport due date
. Place equipment orders when required
. Deliver project plan to Customer
Strategic Relationship Approach
-------------------------------
AT&T MNS and NetSolve agree that in order for a strategic relationship to be
successful a clear understanding of strategies and goals and an overall
governing leadership team made up of the parties is required. In order to ▇▇▇▇▇▇
this close cooperation, NetSolve and MNS agree to establish a Leadership Team
within a reasonable time frame following execution of this Agreement. The team
shall meet on at least a quarterly basis during the term of this Agreement. This
team shall review, coordinate and share strategic long-term planning with
respect to the services purchased by AT&T (but neither party shall be required
to divulge any proprietary information in this regard), establish principles and
policies governing the strategic relationship, set future directions, and
resolve issues presented to the team. This team shall include, at a minimum,
members from AT&T that are capable of providing functional requirements in line
with the strategies of MNS. This team shall include, at a minimum, members from
NetSolve that can understand and communicate requirements presented by AT&T
representatives to NetSolve's planning process.
Performance Metrics and Credits
-------------------------------
Performance Metrics include the performance of NetSolve, any third party
suppliers of NetSolve and the performance of any suppliers recommended by AT&T
for which NetSolve has management responsibilities under this Attachment A. The
Performance Metrics will be used to determine any credits due AT&T by NetSolve,
subject to the adjustments set forth in the second paragraph of the section
titled "Credits for Missed DMOQs" of this Attachment A.
Table 1
Direct Measures of Quality Target
("DMOQ")
------------------------------------------------------------------
Network Availability 99.5% for each end user
------------------------------------------------------------------
Pro-Active Monitoring - % of 80% in the aggregate for all
troubles NetSolve calls end users
customer first and within 30
minutes.
------------------------------------------------------------------
On-Time Installation - First 95% in the aggregate for all
Sites end user installations
------------------------------------------------------------------
On-Time Installation - Overall 95% in the aggregate for all
end user installations
------------------------------------------------------------------
Mean Time To Restore - With 12 Hrs, or 4 Hrs after
Dispatch deadline for technician
arrival at site based on
maintenance coverage
purchased, whichever is later
------------------------------------------------------------------
AT&T/NETSOLVE PROPRIETARY
Page 12
Direct Measures of Quality Target
("DMOQ")
------------------------------------------------------------------
Mean Time To Restore - Overall 4 Hrs for all outages for all
end users in the aggregate
------------------------------------------------------------------
Call Receipt - Average time 80% within 30 seconds in the
customer in queue waiting to be aggregate for all end users
picked up for trouble reporting
------------------------------------------------------------------
Network Availability Metrics
For purposes of these sections the following are defined as:
Network Component: all NetSolve-provided or approved components, in a network
designed and mutually agreed upon utilizing service and equipment providers
approved by NetSolve, including the frame relay ports and PVCs, local access to
AT&T's frame relay switch, T1 multiplexers, CSU/DSUs, routers (to the router LAN
port), and cabling between such units, which are covered by Services under a
Order accepted by NetSolve.
Link or Network Link: the logical connection between two customer sites covered
by NetSolve Services and consists of all of the Network Components required for
connectivity between such sites.
Downtime: the total time in a given month, measured in minutes for each Network
Link, that a Network Link is not available to the customer. For purposes of
determining whether the Network Availability target is met, Downtime excludes
outages resulting from (i) any operator error, improper act , or omission of
AT&T, AT&T's end user customer, or the affiliates, representatives, invitees,
licensees, vendors, or the like of either of them; (ii) inaccurate information
provided to NetSolve by AT&T or AT&T's end user customer; (iii) failure of any
facilities, equipment, services, or the like which are not Network Components,
including but not limited to LAN components; (iv) failure of AT&T or AT&T's end
user customer to perform any of their respective responsibilities under the
Agreement or this Attachment A; (v) unavailability of AT&T or AT&T's end user
customer personnel to grant NetSolve access to facilities as required for
NetSolve to perform its responsibilities; (vi) preventive or scheduled
maintenance activities of AT&T, AT&T's end user customer, or any other third
party not a sub-contractor or otherwise directed or consented to by NetSolve; or
(vii) any large scale outage of the AT&T network or a network segment, or a
significant portion of either thereof. This time will not be excluded from the
reported DMOQ, however this time will be excluded from the calculated credits.
Network Availability: the aggregate link minutes in one month (links multiplied
by minutes) minus the Downtime minutes, all divided by the aggregate link
minutes in one month (links multiplied by minutes) expressed as a percentage for
each month. Network Availability includes the physical layer, the data link
layer and the network layer of the Network, provided that the source of the
problem(s) is a Network Component.
Pro-Active Monitoring Metrics
NetSolve is responsible for first contact with customers for proactive trouble
monitoring for any customer's network. Pro-Active Monitoring is defined to mean
contacting the customer before the customer calls in and, in any event, within
30 minutes of receipt of alarm (managed devices only). This metric does not
apply in the event of a large-scale network outage which would affect more than
20% of the customers being managed by NetSolve.
AT&T/NETSOLVE PROPRIETARY
Page 13
Installation Metrics On-Time Installation (First Sites) - Since Installations
----------------------------------
and MACs are scheduled by NetSolve Project Implementation Managers with the end-
user customer, it is imperative that the service provider arrive on the
scheduled date and time. Arrival at the customer premise must be in ample time
to allow the installation to be completed successfully and service turned up on
the scheduled date. On- Time Installation (First Sites) means the customer's
initial two sites were successfully installed on the scheduled installation
date. The scheduled installation date is determined by the later of (i) 60 days,
from contract acceptance by AT&T; (ii) the customer requested due date; or (iii)
50 days from receipt by NetSolve of a Order executed by AT&T.
On-Time Installation (Overall) - On time Installation (Overall) means all of the
customer's sites installed after the initial two sites were successfully
installed on the scheduled installation date.
Maintenance Metrics
Mean Time To Restore (MTTR) - Overall shall be defined as the arithmetic mean of
the time to clear trouble tickets (utilizing Downtime eligible for calculating
credits as the measure of Time To Restore).
Mean Time To Restore (MTTR) With Dispatch shall be defined as the arithmetic
mean of the time to clear trouble tickets (utilizing Downtime eligible for
calculating credits as the measure of Time To Restore) when dispatching of a
technician (LEC or equipment maintenance) is required to restore the customer's
network to satisfactory operating condition.
Call Receipt
NetSolve shall produce monthly reporting showing the Average time MNS customers
wait in queue to be picked up for trouble reporting. This metric does not apply
in the event of a large-scale network outage which would affect more than 20% of
the customers being managed by NetSolve.
Credits for Missed DMOQ's
If NetSolve fails to meet the target monthly objectives in any month, NetSolve
shall provide AT&T with a credit in each succeeding month that the target
objective is not met. The credits associated with each performance metric are
set forth in the following table. In no event will the credits for Network
Availability, Pro-Active Monitoring, Mean Time to Restore Overall, or Mean Time
to Restore with Dispatch with respect to a customer site in any given month
exceed the total net ▇▇▇▇▇▇▇▇ to AT&T by NetSolve for that month for the charges
for the affected router managed hub sites and router managed non-hub sites set
forth in Item 2 of Table 1 in Paragraph 4 of Amendment Number 11.0. In no event
will the credits for On-Time Installation (First Sites), On-Time Installation
(Overall), and Customer Satisfaction Metrics - Installation (below) exceed the
total net ▇▇▇▇▇▇▇▇ to AT&T by NetSolve for the charges for installation set
forth in Item 4 of Table 1 in Paragraph 4 of Amendment Number 11.0.
No credit will be issued by NetSolve for any DMOQ for a particular customer to
the extent the missed DMOQ is caused by a negligent act, omission or failure
of AT&T or its affiliates, service supplier, or end user customer. In the event
any act, omission, or failure of AT&T's service suppliers (but not AT&T or its
affiliates) can be reasonably managed by NetSolve to increase the DMOQ, NetSolve
will attempt to work with that service supplier to increase that supplier's
performance if such work does not, in NetSolve's sole opinion, significantly
increase NetSolve's costs.
Network Availability If NetSolve does not achieve a Network Availability rate of ninety-nine and one-half percent
(99.5%) for any customer's network during any two (2) months of a rolling twelve (12) month
period, NetSolve shall provide AT&T with a one (1) month credit for the net monthly fees for
the charges set forth in Item 2 of Table 1 Paragraph 4 of Amendment Number 11.0 for all the
Router Sites associated with the customer.
---------------------------------------------------------------------------------------------------------------------
AT&T/NETSOLVE PROPRIETARY
Page 14
Pro-Active Monitoring For the first month the objective is not met, the credit will be equal to $10.00 for each
router site which had downtime for an outage and was not reported by NetSolve within thirty
(30) minutes. For any subsequent months the target objective is not met, the credit will be
equal to $20.00 for each router site which had downtime for an outage and was not reported
by NetSolve within thirty (30) minutes.
---------------------------------------------------------------------------------------------------------------------
Mean Time To Restore The credit will be equal to $30.00 for each router site that had Downtime and was restored
(MTTR) Overall without dispatch in more than four hours if the MTTR Overall with Downtime for all customers
exceeds four hours.
---------------------------------------------------------------------------------------------------------------------
Mean Time To Restore The credit will be equal to $20.00 for each router site that had Downtime and was restored
(MTTR) With Dispatch with dispatch in excess of the time allowed as set forth above. No credit will be due if a
credit is issued for Mean Time to Restore Overall.
---------------------------------------------------------------------------------------------------------------------
On Time installation The credit will be equal to $150.00 for each router site that was installed after the
(First Sites) scheduled due date. No credit will be due for any site that is rescheduled with an interval
of less than five (5) business days from the end of the day the reschedule notice was
received by NetSolve.
---------------------------------------------------------------------------------------------------------------------
On Time installation The credit will be equal to $125.00 for each router site that was installed after the
(Overall) scheduled due date. No credit will be due for any site that is rescheduled with an interval
of less than five (5) business days from the end of the day the reschedule notice was
received by NetSolve.
---------------------------------------------------------------------------------------------------------------------
Customer Satisfaction Metrics
-----------------------------
Customer Satisfaction Requirements - If any NetSolve activity ( installation or
maintenance) is concluded by any AT&T end-user to be unsatisfactory, and
AT&T provides a credit for such performance, the following credit is due to
AT&T. No credit shall be due to AT&T if the service failure is due solely to any
act, omission, or failure of AT&T or its service suppliers set forth below. If
the service failure is due in part to any act, omission or failure of NetSolve
or NetSolve suppliers, and AT&T or AT&T suppliers, the credit should be reduced
by 50% of the amount calculated below.
Activity Performed Credit Due *
-------------------------------------------------------------------------------------
Installation Actual Credit to Customer
Not to exceed 50% of Installation fee for
the affected sites
-------------------------------------------------------------------------------------
Maintenance Actual Credit to Customer
Not to exceed 25% of maintenance for the
affected sites for the month
-------------------------------------------------------------------------------------
* The credit due will be reduced by the amount of any credit issued to the
end user for On-Time Installation (First Sites) and On-Time Installation
(Overall) under the section titled `Credits for Missed DMOQs' in this
Attachment A.
For any event that precipitates this type of credit due, AT&T and NetSolve will
jointly perform an operational review to determine the factors that contributed
to the situation. Both AT&T and NetSolve will engage the proper extended team
to develop process changes to ensure these situations will be remedied for all
future activities.
The credits set forth above constitute NetSolve's sole liability, and AT&T's
sole and exclusive remedy, for any failure to meet any DMOQs or other metrics.
AT&T/NETSOLVE PROPRIETARY
Page 15
Miscellaneous
-------------
Insufficiently Prepared Site - In the event that NetSolve or its supplier
arrives at a site and cannot complete an installation and must be dispatched a
second time due to the site being insufficiently prepared, NetSolve will ▇▇▇▇
AT&T T&M charges incurred (this is in addition to the standard installation
fee). T&M charges will not apply if the site is prepared in accordance with the
site survey instructions and the instructions are reasonably deemed
inappropriate or inadequate and the condition giving rise to such assessment are
reported to NetSolve in writing.
Performance Reports
-------------------
NetSolve shall produce the following reports in a timely fashion on a monthly
basis:
-------------------------------------------------------------------------------
Management Center Reports DMOQ Results including:
. Network Availability
. Mean Time To Restore (MTTR) Requiring Dispatch
. Mean Time To Restore (MTTR) Overall
. On Time installation - First Sites
. On Time installation - Overall
. Pro-Active Monitoring
. Trended Ticket & Down Time Report
. Service Performance by Customer
-------------------------------------------------------------------------------
Customer Reports . Network Performance Reports as listed in
Section C of NetSolve's Responsibilities in
Attachment A
Ticket Summary
-------------------------------------------------------------------------------
AT&T/NETSOLVE PROPRIETARY
Page 16
Appendix A
Supported CPE
!*! UPDATE IN PROCESS !*!
This section may be updated in the future based upon mutual agreement between
AT&T and NetSolve.
The following vendors' access routers are supported as part of the Managed
Router Service:
Routers
Cisco ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ 2515 Router
Cisco 4500 Router
Cisco 4700 Router
Option - Dual Ethernet
Option - Token Ring
Cisco 7505 Router with HSSI Interface
Option - Dual Ethernet
Option - Dual Fast Ethernet
Option - Dual Token Ring
Option - FDDI Multimode
Option - 64MB DRAM
Router IOS
Cisco IOS 11.x
CSU/DSU
Cray DCP 3080
Digital Link Solo Encore
Digital Link 3100
Paradyne 316x
Paradyne 3610
Paradyne 9611.0
Out of Band Modems
Multi Modem MT 1932BL
Paradyne 3820
Protocols
IP
Routing protocols
▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ and Static
AT&T/NETSOLVE PROPRIETARY
Page ▇▇
▇▇▇▇▇▇▇▇ ▇
Additional Professional Services Available Through NetSolve
These services will be billed based on time and materials expended by NetSolve.
These charges, when requested in writing by AT&T MNS, will be included
in the ▇▇▇▇ to AT&T from NetSolve. The types of on-site services to be provided
will be:
. Perform address renumber design for customer network.
. Perform individual address (IP) assignments behind the customer access
router.
. Perform on-site surveys.
. Obtain information from customer as required to Change the LAN physical and
logical design (if addressing changes needed).
. Enable dynamic address discovery scheme (i.e. DHCP) for corporate LAN users
(note: remote access assignment is performed by AT&T).
. Installation Support.
. Configuration of client workstations, proxy servers, and IP gateways with
. adddress of AT&T DNS Server.
. Recommend performance improvements to customer.
AT&T/NETSOLVE PROPRIETARY
Page 18
ATTACHMENT H
Managed Network Service Commercial & Middle Market Sales Process
This Attachment for Contract Services ("Attachment H") to the Agreement covers
services ("Services") that NetSolve shall provide to AT&T in support of the
Growth Markets Sales process for quoting Managed Network Services (MNS), as
requested by AT&T and as described herein. This Attachment is an integral part
of the Agreement and shall be governed by the terms of the Agreement. In the
event of any conflict between the terms of this Attachment and the terms of the
Agreement, the terms of this Attachment shall prevail with respect to the
Services provided under this Attachment.
For purposes of this Attachment the following Paragraphs in the Agreement are
replaced with the Paragraphs below:
Paragraph 1 - Statement of Work
NetSolve shall provide contract services to AT&T in support of AT&T's Growth
Markets Sales Process in accordance with the "Statement of Work," Attachment H-1
hereto. Variations to this Statement of Work and its requirements as set forth
in Attachment H-1 may be requested from time to time by AT&T without the need
for formal amendment of Attachment H-1. The pricing contained herein shall apply
to services requested or any variations, provided that the variations requested
do not require the furnishing of more material or labor by NetSolve or longer
times for performance of services. NetSolve shall immediately notify AT&T's
Contract Representative, in writing, of any requested variations which NetSolve
feels will require an increase to the prices contained in Paragraph 4 - Payment
for Services, and shall furnish the amount of such proposed increase in such
writing. NetSolve shall not proceed with Services for any such variation for
which increased changes are proposed, unless and until AT&T and NetSolve
Contract Representatives agree, in writing, to NetSolve's increased charges.
Paragraph 2 - Contract Representative:
AT&T's Contract Representative for this Attachment H is ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. AT&T
will notify NetSolve in writing if a new Contract Representative is designated
by AT&T.
Paragraph 3 - Term
The effective date of this Attachment H is July 1, 1999 and it shall end on
December 31, 2001.
Paragraph 4 - Payment
For services performed by NetSolve under this Attachment H, AT&T will pay
NetSolve the following:
a.) AT&T agrees to pay $450 per proposal for all Managed Network Service
proposals. NetSolve will modify an existing proposal up to three times
to include a new site or an alternate maintenance or lease term at no
additional charge. Significant redesigns or a change of hardware vendor
will be considered a new proposal.
b.) The fee in 1. Above will be credited if AT&T executes an Order with
NetSolve for the management of the network contained in the proposal.
c.) AT&T agrees to pay $100 for each pre-qualification form sent to
NetSolve where it is determined that the solution will not fit into a
standard MNS bundle.
Paragraph 7 - Invoicing and Payment
NetSolve's invoice shall be rendered at the end of each month, and shall be
payable within 30 days of receipt. NetSolve shall mail invoices with copies of
any supporting documentation required by AT&T to the address shown on this
Agreement or an order.
AT&T/NETSOLVE PROPRIETARY
Page 19
Attachment H-1
MRS Proposal Statement of Work
------------------------------
1. Overview
NetSolve and AT&T Growth Markets wish to streamline the cycle time, and improve
accuracy in the design and pricing of the new bundles for Managed Router
Services. NetSolve will develop a network design and price quote for
opportunities generated by AT&T's Growth Markets sales organization that fit
within the new MRS bundles.
2. NetSolve Pre-Sales Responsibilities
2.1 Interview prospect
Pre-qualification forms for MRS bundled services will be sent to NetSolve. Upon
receiving a pre-qualification form, NetSolve will contact a prospect and conduct
a technical interview to gather the necessary information to design and price a
Managed Router bundle. The initial prospect call will be made within one
business day of receipt of the pre-qualification form. Although NetSolve will
attempt to contact the prospect within one business day, the prospect's schedule
and knowledge of their network dictate the actual time required for interview
completion. If NetSolve is unsuccessful in obtaining an interview schedule with
the prospect after three attempts (including voice mail), the qualification form
will be returned to the appropriate DNAE and DNSM for follow up.
NetSolve will also assist in proposal closure by providing support to the DNAE
and, where mutually agreed by AT&T and NetSolve, assisting in or making customer
presentations.
2.2 Determine solution fit
NetSolve will utilize a standard set of criteria included in Exhibit 1 in order
to determine the proper solution. If the solution is determined to fall outside
one of the bundles, NetSolve will forward the opportunity back to the DNAE to be
sent to his/her Data Network Consultant (DNC) for completion.
!*! NEED TO ATTACH EXHIBIT 1 !*!
2.3 Complete standard MNS pricing and design
NetSolve will complete an appropriate network design and pricing within 48 hours
for non-SNA offer bundles, and 96 hours for other offer bundles. The timing on
this deliverable is measured from the completion of the prospect interview. The
pricing includes quotes for management, equipment, cables, installation, and
maintenance. Equipment pricing will include terms indicated on the pre-
qualification form.
AT&T/NETSOLVE PROPRIETARY
Page 20