PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Exhibit C
Service Levels and Service Level Credits
V 6.0
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
DOCUMENT INFORMATION
HP Project
Manager: ▇▇▇ ▇▇▇
Customer Project
Manager: Na'ama Halperin
Prepared by:
Document Version
No: V 6.0
Preparation Date: 16/09/03
2
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
INDEX
DOCUMENT INFORMATION...................................................... 1
DOCUMENT INFORMATION...................................................... 2
INDEX..................................................................... 3
1 GENERAL PROVISIONS................................................... 4
1.1 GENERAL........................................................... 4
1.2 EFFECTIVE DATE OF SERVICE LEVELS.................................. 4
1.3 REPORTING......................................................... 4
1.4 DEFINITIONS....................................................... 5
1.5 CRITICAL SERVICE LEVEL FAILURES................................... 7
1.6 SERVICE LEVEL CREDITS............................................. 7
1.7 ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE LEVELS: 10
1.8 TECHNOLOGY REFRESH PROGRAM........................................ 12
1.9 TIMES............................................................. 12
1.10 EXCEPTIONS..................................................... 12
2 PRIORITIES........................................................... 14
2.1 GENERAL........................................................... 14
2.2 PRIORITY REPORTING................................................ 16
3 SERVICE WINDOW....................................................... 17
3.1 GENERAL SERVICE WINDOW............................................ 17
3.2 MCC SERVICE WINDOW................................................ 17
3.3 DOWNTIME.......................................................... 18
3.3.1 Scheduled/Planned Downtime..................................... 18
3.3.2 Emergency Downtime ........................................... 19
3.4 ON-CALL SERVICE OUTSIDE THE GENERAL SERVICE WINDOW................ 19
3.5 SERVICE WINDOW EXCEPTIONS......................................... 20
4 RESOLUTION CONTINUITY................................................ 21
5 BASELINE INDEPENDENT SURVEYS......................................... 22
3
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
1 GENERAL PROVISIONS
1.1 GENERAL
This Exhibit C is attached to the Master Services Agreement dated as
_____________ by and between HP-OMS and Customer (the "AGREEMENT") and made a
part thereof by reference. Capitalized terms not otherwise defined herein shall
have the meaning specified in the Agreement. This Exhibit C sets forth certain
quantitative Critical Service Levels against which HP-OMS' performance shall be
measured.
1.2 EFFECTIVE DATE OF SERVICE LEVELS.
HP-OMS commits to start the implementation of (and become subject to) the
Service Levels (including without limitation the Critical Service Levels) as of
the completion of the final Transition Milestone at each applicable Customer
Site, as defined in EXHIBIT D (TRANSITION AND STABILIZATION), but no later than
the ten (10) month period following the Commencement Date (the "SERVICE LEVEL
EFFECTIVE DATE").
Customer will start crediting HP-OMS only after the end of the final Transition
and Stabilization Phases, but no later ten (10) months period following the
Commencement Date.
1.3 REPORTING
Unless otherwise specified in this Exhibit C, each Service Level and each
Critical Service Level shall be measured on a monthly basis and reported on a
quarterly monthly basis beginning on the designated Service Level Effective
Date, subject to SECTION 1.7 HEREIN (ADDITIONS, MODIFICATIONS AND DELETIONS OF
CRITICAL SERVICE LEVELS). By the fifteenth (15th) day of each month, HP-OMS
shall provide, as part of HP-OMS' monthly performance reports, a set of soft
copy reports, in a format set out in Appendix B to this Exhibit C, to verify
HP-OMS' performance and compliance with the Service Levels and the Critical
Service Levels. HP-OMS shall provide detailed supporting information for each
report to Customer in machine-readable form suitable for use on a personal
computer and read only access to the Service Systems. The raw data and detailed
supporting information shall be Customer and HP-OMS Confidential Information,
and HP-OMS shall provide Customer with access to such information on-line and
in real-time during the Term.
4
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
HP-OMS will also be responsible for promptly investigating and correcting
failures to meet the Service Levels by:
1.3.1 Promptly initiating problem investigations, including Root Cause Analyses
conducted in accordance with SECTION [4.3] OF THE AGREEMENT;
1.3.2 Promptly reporting problems to Customer in accordance with the escalation
process set forth in EXHIBIT B;
1.3.3 Using all commercially reasonable efforts to correct problems and to
begin meeting or restoring Service Levels as soon as practicable;
1.3.4 Advising Customer of the root cause of problems and the status of
remedial efforts being undertaken with respect to such problems;
1.3.6 Making written recommendations to Customer for improvement in procedures.
HP-OMS will identify root causes, correct problems and minimize recurrences of
missed Service Levels for which HP-OMS is responsible and which cause or
contribute to HP-OMS not meeting the Service Levels.
1.4 DEFINITIONS
Terms used herein with initial capital letters shall have the respective
meanings set forth in the Agreement or its Schedules. The following terms shall
have the meanings specified below:
"AT RISK AMOUNT" means eight percent (8%) of the Monthly Target Charges.
"CRITICAL SERVICE LEVELS" are those service level measurements for each
Incident defined in Appendix A, Section 1 or subsequently defined pursuant to
Section [1.7] (ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE
LEVELS) for which Service Level Credits are payable in accordance with this
Exhibit C.
"CRITICAL TIME TO RESOLVE SUCCESS RATE" means the sum of Critical Incidents in
which HP-OMS complied with their Time to Resolve, divided by the total number
of Critical Incidents in an applicable month.
"INCIDENT" has the meaning set out in EXHIBIT B, SECTION 1 (GENERAL;
DEFINITIONS).
5
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
"INCIDENT RESOLUTION" means that the problem that was reported dose not exist
any more or that a work around was found. In case the Time to Resolve of a
Workaround is more then 50% then the required Time to Resolve the incident time
to resolve will be exceeded by 5 working days.
"MEASUREMENT PERIOD" means calendar monthly, unless otherwise provided herein
or agreed by the Parties.
"MONTHLY TARGET CHARGES" means an amount equal to one-twelfth (1/12th) of the
annual Target Price, as specified (and adjusted) in accordance with Exhibit E -
[Pricing].
"MUO TIME TO RESOLVE SUCCESS RATE" means the sum of MUO Incidents in which
HP-OMS complied with their Time to Resolve, divided by the total number of MUO
Incidents in an applicable month.
"PRIORITY" has the meaning set out in EXHIBIT B and in SECTION 2 herein.
"SERVICE LEVEL CREDIT" means any credit payable pursuant to SECTION [1.6]
(SERVICE LEVEL CREDITS) below.
"SERVICE LEVEL CREDIT ALLOCATION PERCENTAGE" means, for a particular Critical
Service Level, the percentage used to calculate the Service Level Credit
payable to Customer in the event of a Critical Service Level Failure in such
Critical Service Level as set forth in Appendix A.
"SERVICE LEVEL EFFECTIVE DATE" means the date from which a particular Critical
Service Level will be measured and reported, as designated in SECTION [1.2]
above in the case of new Critical Service Levels.
"SERVICE SYSTEMS" has the meaning set out in EXHIBIT B.
"TIME TO OWN" means the time between the reporting of the Incident and the time
HP-OMS Personnel must start to provide Service in response to such Incident.
"TIME TO RESOLVE" means the period between the time that HP-OMS must begin to
resolve an Incident and the time that such Incident must be completely resolved
(including correcting the root cause of the Incident) or a Workaround is found,
provided that where a Workaround is implemented, the time that such Incident
must be resolved shall be extended by a one-time extension of five (5) working
days, or provide a workaround that the Customer agreed to consider as a
solution.
6
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
"TOTAL AVERAGE SUCCESS RATE" means the Sum of MUO Time to Resolve Success Rate
+ Critical Time to Resolve Success Rate (all in the same applicable month),
divided by two (2).
"WORKAROUND" means a fix to an Incident, such that after the fix is implemented
the fault, error or problem has been eliminated (from a user's perspective),
but the root cause of the Incident remains. The incident is not marked as
closed until the root cause is resolved.
1.5 CRITICAL SERVICE LEVEL FAILURES
A "CRITICAL SERVICE LEVEL FAILURE" will be deemed to occur whenever HP-OMS'
level of performance for a particular Critical Service Level fails to meet the
Critical Service Level as specified so designated in APPENDIX A, SECTION 2
herein for that Service Level.
A "CRITICAL SERVICE LEVEL FAILURE RATE" will be calculated by dividing the sum
of the Critical Service Level Failures for the same Incident, occurring in the
same Measurement Period, by the sum total number of the same incidents
occurring during such Measurement Period for the specific Critical Service
Level.
1.6 SERVICE LEVEL CREDITS
In the event of a Critical Service Level Failure, HP-OMS shall provide Customer
credits as defined below:
A. Appendix A sets forth the information required to calculate the credits
that HP-OMS shall pay to Customer (or apply against Monthly Quarterly
Target Charges) in the event of a Critical Service Level Failure
("Service Level Credit"). For each Critical Service Level Failure,
HP-OMS shall pay to Customer, subject to SECTION [1.7] (ADDITIONS,
MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE LEVELS) BELOW, a Service
Level Credit that will be computed in accordance with the following
formula:
Service Level Credit = A x B x C
Where:
A = The Service Level Credit Allocation Percentage as specified in
APPENDIX A for the Critical Service Level as to which the Critical
Service Level Failure occurred.
7
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
B = the At Risk Amount.
C = CRITICAL SERVICE LEVEL FAILURE RATE.
For example, assume that during the one month Measurement Period HP-OMS
fails to meet the Minimum Service Level with respect to a Critical
Service Level for the same Incident (as set forth in Appendix A)
twenty-two (22) out of one hundred (100) such Incidents. Also, assume
that HP-OMS' Monthly Target Charges for the month in which the Critical
Service Level Failure occurred were $400,000, the At Risk Amount is 8%
of the Monthly Target Charges, and that the Service Level Credit
Allocation Percentage for such Critical Service Level Failure (as would
also be set forth on Appendix A) is 8% and that. The Service Level
Credit due to Customer for such Critical Service Level Failure would be
computed as follows:
A = 8% (the assumed Service Level Credit
Allocation Percentage),
multiplied by $400,000
B = $32,000 (the At-Risk Amount).
multiplied by
C = 22/100=0.22
= $7,040 (the amount of the Service Level Credit)
B. If more than one Critical Service Level Failure has occurred in a single
month, the sum of the corresponding Service Level Credits shall be
credited to Customer.
C. If the accumulated amount of a Service Level Credit which was calculated
for a Measurement Period is less then one (1%) percent of the At Risk
Amount, HP-OMS will not credit the Customer for any Service Level Credit
for such Measurement Period.
D. In no event shall the aggregate amount of Service Level Credits credited
to Customer with respect to all Critical Service Level Failures
occurring in a single month exceed, in total, the At Risk Amount.
8
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
E. Customer and/or HP-OMS may initiate Commercial Change Management Request
if either party wishes to make changes to the Critical Service Levels,
Service Level Credit Allocation Percentages for any Critical Service
Level specified in Appendix A to Exhibit C, such change shall be deemed
a Commercial Change (as defined in EXHIBIT B, SECTION 8.2, TABLE 8
(CHANGE CATEGORIES), provided the Change has a major commercial effect
on the Agreement and/or has a major effect on the business processes of
either party and affects more than one (1) Customer Site. In such case,
the Change Management Process set out in Exhibit B for Commercial
Changes (the "Commercial Change Management Process") shall apply by
sending written notice to HP-OMS at least thirty (30) days prior to the
date that such new percentages are to be effective. Such change request
notices shall include changes necessary to accommodate the addition of
new Critical Service Levels made pursuant to SECTION [1.7] (ADDITIONS,
MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE LEVELS) below. In no
event may the total Service Level Credit Allocation Percentages for all
Critical Service Levels exceed [**] percent ([**]%).
F. By the fifteenth (15) day of each quarter, HP-OMS shall notify Customer
in writing of any Critical Service Level Failures in the preceding three
(3) months and any Service Level Credits associated with such Critical
Service Level Failures.
G. [**] ([**]%) percents of the total amount of Service Level Credits that
HP-OMS is obligated to pay to Customer with respect to Critical Service
Level Failures occurring each month, shall be reflected on the quarterly
invoices that contain charges for the quarter following the month during
which the Critical Service Level Failure(s) giving rise to such
credit(s) occurred (e.g., the amount of Service Level Credits payable
with respect to Critical Service Level Failures occurring in July,
August and Septembershall be set forth in the quarterly invoice for the
Target Price due for September, October and November (issued in
October)). [**] ([**]%) percents of the total amount of Service Level
Credits that HP-OMS is obligated to pay to Customer, shall be credited
to the Customer's Bank of Working Hours according to the rates detailed
in Exhibit E Section 3.2. Such hours can also be used for projects with
up to [**] ([**]) working hours.
H. HP-OMS acknowledges and agrees that the Service Level Credits shall not
be deemed or construed to be liquidated damages or a sole and exclusive
remedy or in derogation of any other rights and remedies Customer has
hereunder or under the Agreement in accordance with SECTION [4.2(B)]
(SERVICE LEVEL CREDITS) of the Agreement.
9
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
I. There will be no double credit for the same event.
1.7 ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE LEVELS:
Customer may add, modify or delete Service Levels or Critical Service Levels as
follows:
A. ADDITIONS. Customer and /Or Hp-oms may add Critical Service Levels in
accordance with this Section [1.7] (ADDITIONS, MODIFICATIONS AND
DELETIONS OF CRITICAL SERVICE LEVELS) and SECTION 1.6 (E) above using
the Commercial Change Management Process [As Detailed in EXHIBIT B
SECTION 8]. Critical Service Level Commitments Associated with added
Service Level or Critical Service Levels Will be Computed as Follows:
(1) Where at least six (6) consecutive months of HP-OMS provided
service measurements exist for a particular Service, the Parties agree
that the highest and lowest monthly service measurements for the six (6)
month Measurement Period shall be excluded and that the Critical Service
Level shall then be defined as the average of the remaining four (4)
monthly service measurements, or
(2) Where no measurements exist for a particular Service, the Parties
shall in good faith attempt to agree during a thirty (30) day period on
a Critical Service Level commitment using software industry standard
measures or third-party HP-OMS advisory services (e.g., Gartner Group,
Meta Group, etc.), or
(3) Where no measurements exist for a particular Service, and the
Parties fail to agree on a Critical Service Level commitment using
industry standard measures as described in Section [1.7(a)(2)] above,
the Parties shall do the following:
(i) HP-OMS shall begin providing monthly measurements within
thirty(30)days after HP-OMS' receipt of Customer's written request
and subject to agreement on such measurements in accordance with
the Commercial Change Management Process.
(ii) After six (6) or more actual service level attainments have
been measured (or should have been measured pursuant to Section
[1.7(a)(3)(i)] above, Customer may at any time in writing request
that Section [1.7(a)(1)] above be used to establish the Critical
Service Level commitments.
10
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
B. Deletions. The parties may delete Critical Service Levels using the
Commercial Change Process by sending written notice to HP-OMS at least
thirty (30) days prior to the date that such deletions to Critical
Service Levels are to be effective. Customer shall, in the case of
deletions, modify the Service Level Credit Allocation Percentages for
the remaining Critical Service Levels such that the total of the Service
Level Credit Allocation Percentages for all remaining Critical Service
Levels equals [**]percent ([**]%).
C. MODIFICATIONS. The parties may modify the Service Level Credit
Allocation Percentages for Critical Service Levels. Customer also may
remove existing and add new Critical Service Levels. In both cases the
parties will use the Commercial Change Management Process, subject to
Section 1.7(d) below. Customer shall notify HP-OMS in writing of such
changes at least thirty (30) days prior to the date such modifications
to the Critical Service Levels are to be effective in order to initiate
a Change Management process. Customer shall, in the case of
modifications, modify the Service Level Credit Allocation Percentages
for the remaining Critical Service Levels such that the total of the
Service Level Credit Allocation Percentages for all Critical Service
Levels equals [**]percent ([**]%).
D. PERMITTED CHANGES TO. Notwithstanding anything to the contrary, Customer
and/ or HP-OMS may make changes in the Service Level Credit Allocation
Percentage(s) for one (1) or more Incidents, set out in Exhibit C,
Appendix A, Table 1, without being subject to the Commercial Change
Management Process, by giving HP-OMS at least thirty (30) days prior
written notice, provided that (i) there is no change either to the Time
to Own or Time to Resolve parameters per Incident; and (ii) the total of
the Service Level Credit Allocation Percentages for all Critical Service
Levels remains equals to [**]percent ([**]%).
E. NOTICE REQUIREMENT. Customer will send written notice to HP-OMS at least
thirty (30) days prior to the date that such additions, deletions or
modifications to Critical Service Levels are to be effective or for
which agreement or measurement should be undertaken or initiated
pursuant to Section [1.7(a)] above.
11
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
1.8 TECHNOLOGY REFRESH PROGRAM
A. In the event that HP-OMS fails to comply with the Technology Refresh
Program by upgrading or replacing the Refreshed Assets in accordance
with Appendix A, Section 2.11 (Technology Refresh Program) on or before
the Maximum Asset Age (defined in APPENDIX A, SECTION 2.11), such
failure shall be deemed a Critical Service Level Failure and HP-OMS
shall provide Customer credits as defined below:
In the event of a Critical Service Level Failure in connection with the
Technology Refresh Program which continues for a period in excess of
sixty (60) calendar days, HP-OMS shall pay to Customer (or apply against
Monthly Target Charges) five percent (5%) per month of the fair market
value of the asset that should have been replaced or upgraded.
B. In the event HP-OMS fails to purchase the relevant Refreshed Assets in
accordance with the Technology Refresh Program by more than one hundred
and eighty (180) calendar days, such delay shall be deemed to be a
material breach of the Agreement.
1.9 TIMES
Unless otherwise set forth herein, all references in this Exhibit C to times
shall refer to the time at the applicable Customer Site.
1.10 EXCEPTIONS
HP-OMS will be relieved of responsibility for Critical Service Level(s) and
associated Service Level Credits in accordance with the Agreement (including
situations where responsibility has been suspended) or pursuant to the mutual
agreement of the Parties and/or to the extent HP-OMS' failure to meet the
Critical Service Level(s) is due to:
(a) Problems resulting from components (other than the Customer's IT
Environment) for which HP-OMS is not operationally responsible under the
Agreement; or
12
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
(b) Circumstances that excuse performance in connection with a Force
Majeure Event as specified in Section [21.6] (Force Majeure) of the
Agreement.
(c) Cases where 3rd party contracts that are under Customer's
responsibility, are needed to resolve incidents and for which the
response time and/or resolve time doesn't comply with the Service Level
as detailed in EXHIBIT C APPENDIX A.
(d) Cases where Customer's Personnel or Customer's 3rd party employees,
other then HP-OMS Personnel, failed to comply with the written
procedures and guidelines agreed (in writing) between HP-OMS and the
Customer.
(e) Customer's faulty written instructions to HP-OMS to install or
configure (i) Customer's proprietary software; or (ii) third party
software or hardware, provided HP-OMS advises Customer in writing that
such instructions are contrary to the third party licensor's/
manufacturer's associated documentation. Fault guidelines or fault
instructions from the Customer or Customer's representative
13
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
2 PRIORITIES
2.1 GENERAL
The Incident Priority will be determined by the following factors, as set out
in Tables 1, 2 and 3 below:
o The number of users affected by the Incident
o The number of Customer Sites affected by the Incident
o The severity of the problem
o The business risk
Priorities are defined as:
TABLE 1 - PRIORITIES DEFINITIONS & TIME TO OWN DEFINITIONS
NO PRIORITY PRIORITY DESCRIPTION [**]
----- ----------- ------------------------------------------------------ ----
1 MUO - Multi Incident in which all users at a Customer Site or more [**]
User Outage than [**] users in one or more Customer Sites are
affected and there is a high business risk involved, as
determined by Customer
2 Critical Incident in which all users at a Customer Site or more [**]
than [**] users in one or more Customer Sites are
affected and there is a medium business risk involved,
as determined by Customer
3 Regular Incident in which one or more users in one or more [**]
Customer Sites are affected and there is a low business
risk involved, as determined by Customer
14
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
NO PRIORITY PRIORITY DESCRIPTION [**]
----- ----------- ----------------------------------------------------- ---------
by Customer
4 Low Incident in which one or more users at one or more [**]
Customer Sites are affected and there is no business
risk involved, as determined by Customer
The Priority will be categorized by the type of the Customer Site, as detailed
in Tables 2 and 3 below:
TABLE 2: PRINCIPALS PRINCIPLES OF PRIORITY ASSIGNMENTS IN CLASS1 SITES
MORE THAN
ALL ONE ONE
IMPACT ON CUSTOMER CUSTOMER CUSTOMER MORE THAN
SERVICE SITES SITE SITE ONE USER 1 USER
-------------------------------------------------------------------------------
UNABLE TO MUO MUO MUO Critical Critical
WORK
SEVER
IMPACT
WITH WORK MUO MUO Critical Regular Regular
AROUND
AVAILABLE
LOW IMPACT Critical Regular Low Low Low
TABLE 3: PRINCIPLES PRINCIPALS OF PRIORITY ASSIGNMENTS IN CLASS 2 SITES
15
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
MORE THAN
ALL ONE ONE
IMPACT ON CUSTOMER CUSTOMER CUSTOMER MORE THAN
SERVICE SITES SITE SITE ONE USER 1 USER
-------------------------------------------------------------------------------
UNABLE TO MUO MUO Critical Regular Regular
WORK
SEVERE
IMPACT
WITH WORK MUO MUO Regular Regular Low
AROUND
AVAILABLE
LOW IMPACT Critical Regular Low Low Low
2.2 PRIORITY REPORTING
When reporting an Incident, the Ticketing System will automatically ask the
user several questions in order to set the Priority automatically by
pre-defined rules that will be mutually agreed by HP- OMS and Customer in
accordance with Tables 1,2, and 3 in Exhibit C and Tables 1 and 11 in Exhibit
C, Appendix A the user shall also report the Priority. The information system
Priority setting can be changed by the Commercial Change Management Process.
Notwithstanding the foregoing, in special cases, such as the occurrence of an
Incident report prior to a user's business trip or an important meeting, the
user shall be entitled to contact the MCC to change the Priority of an Incident
and HP-OMS that will change the Priority of the such Incident and respond in
accordance with the Service Levels.
16
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
3 SERVICE WINDOW
3.1 GENERAL SERVICE WINDOW
HP-OMS will provide a general Service Window, which will apply to all
Incidents of all Priorities except MUO Priority Incidents. The Service Window
will be provided at the following Customer Site local times (local holidays
will be considered weekend days).
GENERAL SERVICE WINDOWS FOR ALL CUSTOMER SITES WORLDWIDE EXCEPT ISRAEL WILL BE:
o Monday - Friday 8:00AM-5:00PM (Local time) or 9:00AM-6:00PM (Local time) -
Depending on office working hours
GENERAL SERVICE WINDOWS FOR ISRAEL WILL BE:
o Sunday - Thursday 8:00AM-7:00PM
(Collectively, the "GENERAL SERVICE WINDOW").
3.2 MCC SERVICE WINDOW
MCC Service Window will be 24 hours a day, 6 days a week, world wide for all
Customer Sites.
From Saturday 6:00am (Israel time) until Sunday morning 5:59am (Israel time),
MCC will operate with an On Call person who will receive the calls and will
provide the services with one (1) hour response time.
The payment mechanism for the On Call service will be defined in Exhibit E
section 3.3.
The On Call person will have, at least, the following skill set:
o Windows System Administration
o Security connectivity systems
o Exchange System Administrator
17
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
PHONE SUPPORT FOR TRAVELING END-USERS :
While traveling, end-users will receive phone support from the MCC according to
the support process described in EXHIBIT B, SECTION 5.8 - REMOTE AND TRAVELING
END-uSERS.
In the event an end-user is directed to a beeper or voice mail, the MCC will
contact the end-user by telephone within thirty (30) minutes from the moment a
message was left.
(All of the above, collectively, the "MCC SERVICE WINDOW")
3.3 DOWNTIME
3.3.1 SCHEDULED/PLANNED DOWNTIME
Customer and HP-OMS will agree on defined maintenance windows to allow HP-OMS
to perform regular preventive maintenance, proactive maintenance for system
administration, and tasks to improve service performance. Downtimes will be
scheduled for after-work hours of the relevant Customer Site and will be
planned not to occur during the last three (3) weeks before the Version Release
Period or the End of Quarter (as such terms are defined in EXHIBIT B, SECTION 4
(AVAILABILITY MANAGEMENT)).
Customer will not be charged by HP-OMS for Services provided outside of the
General Service Window for on going maintenance and system administration work.
In addition to the General Service Window, HP-OMS and Customer will mutually
agree on 4 major down times a year, which will be used to introduce major
network/service changes.
All downtime outages must be pre-approved by the Customer. HP-OMS and Customer
will send advance notification to the end-users who will be impacted by the
down time. The advanced notification will allow them the time to ask for a
postponement, if needed.
HP-OMS shall not charge Customer for scheduled and/or planned downtime, even if
it occurs outside of the General Service Window.
18
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
3.3.2 EMERGENCY DOWNTIME
HP-OMS will define an Emergency Planned Downtime (EPD) procedure during the
Transition and Stabilization Phases. This process will allow for immediate down
time resulting from (and designed to prevent) anticipated system failure, which
potentially could result in even longer system unavailability.
Emergency Downtime must be pre-approved by the Customer, which approval shall
be reviewed by the Customer on an emergency basis.
3.4 ON-CALL SERVICE OUTSIDE THE GENERAL SERVICE WINDOW
HP-OMS shall provide Services (on an on-call basis) outside the General
Service Window, if requested by Customer's authorized personnel, as set out in
EXHIBIT B, APPENDIX A.
o During defined periods of time (i.e. End of Quarter Period, Version
Release Period, etc.) MCC will be a point of contact for urgent end-user
issues at Customer Sites worldwide at no additional charge to Customer.
o In the event on site help is outside of the General Service Window in
Israel, HP-OMS will provide an on-call support person able to arrive on
site (at the Customer Site) over weekends within 4 hours' notice at the
Israeli Site. If on site help is needed, Customer will be charged, in
addition, for the actual working time on site on Fridays at the Bank of
Work Hours rates as specified in Exhibit E Section 3.2 (BANK OF HOURS)
and on Saturdays at the MCC On Call Services rates according to Exhibit
E Section 3.3 (MCC ON CALL SERVICES).
o In the event on site help is necessary outside the General Service
Window in Customers Sites out of Israel, HP-OMS will provide an on-call
support person able to arrive on site within four (4) hours notice at
Customer sites outside Israel. Customer will be charged for such arrival
time at the rate of 1 Bank of Work Hour for every 4 on-call hours. If on
site help is needed, Customer will be charged, in addition, for the
actual working time on site (including traveling time) at the Bank of
Work Hours rates as specified in Exhibit E Section 3.2 (BANK OF HOURS).
19
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
o The Customer must inform HP-OMS two (2) business days in advance of
the need to have on-call person(s) available, as described above with
the ability to cancel the request twenty-four (24) hours in advance.
3.5 SERVICE WINDOW EXCEPTIONS
Remote traveling end-users (also defined as Class 3 Customer Site in Exhibit B)
will be given 1st tier support by phone and will receive service per call on a
24/7 basis.
20
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
4 RESOLUTION CONTINUITY
The resolution process for MUO or Critical Priority Incidents will not stop
even if it extends the General Service Window or MCC Service Window. The
resolution process will continue within and outside of the applicable Service
Window until full resolution or workaround has been implemented.
The resolution process of Regular and Low Priorities will be performed during
the General Service Window. If an Incident is not resolved during the General
Service Window, the resolution process will stop and continue during the next
General Service Window.
21
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
5 BASELINE INDEPENDENT SURVEYS
A. Within fifteen (15) days after the Effective Date (of the Agreement),
the Parties shall mutually agree on the identity of an independent third
party that will conduct a baseline customer satisfaction survey of the
Services to be provided under this Agreement in accordance with the
survey protocols and procedures specified in EXHIBIT D (TRANSITION AND
STABILIZATION) (the "BASELINE SURVEY"). At least thirty (30) days before
the Commencement Date, such independent third party shall have conducted
the survey and shall submit the results to Customer for its approval.
Such Baseline Survey shall thereafter become the baseline for measuring
performance improvements and conducting other satisfaction surveys
hereunder. During the Term and as part of the Services, HP-OMS shall
engage independent third parties (such third parties to be approved in
advance by Customer) to conduct satisfaction surveys at least on a
semi-annual (every six months) basis, beginning on one year after
Commencement Date (2 months after the end of Transition and
Stabilization phase) the date of delivery of the Baseline Survey. The
survey shall at a minimum cover at least the following classes of users:
(i) end users of the Services ; and (ii) senior management of end users
. The content, scope, and method of the survey shall be consistent with
the Baseline Survey.
B. Customer Conducted Surveys. In addition to the satisfaction surveys to
be conducted by an independent third party pursuant to Section 5 herein,
Customer may survey end user satisfaction with HP-OMS' performance in
connection with and as part of broader end user satisfaction surveys
periodically conducted by Customer. At Customer's request, HP-OMS shall
cooperate and assist Customer with the formulation of the survey
questions, protocols and procedures and the execution and review of such
surveys.
22
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Service Levels and Service Level Credits
Survey Follow-up. If the results of any satisfaction survey conducted
pursuant to Sections 5 herein indicate that the level of satisfaction
with HP-OMS' performance is less than the level of the Baseline Survey,
HP-OMS shall promptly: (i) analyze and report on the root cause of the
management or end user dissatisfaction; (ii) develop an action plan to
address and improve the level of satisfaction; (iii) present such plan
to Customer for its review, comment and approval, and (iv) take action
in accordance with the approved plan and as necessary to improve the
level of satisfaction. Customer and HP-OMS shall establish a schedule
for completion of a Root Cause Analysis and the preparation and approval
of the action plan which shall be reasonable and consistent with the
severity and materiality of the problem; provided, that the time for
completion of such tasks shall not exceed thirty (30) days from the date
such user survey results are finalized and reported. HP-OMS' action plan
developed hereunder shall specify the specific measures to be taken by
HP-OMS and the dates by which each such action shall be completed.
Following implementation of such action plan, HP- OMS will conduct
follow-up surveys with the affected Customer users and management to
confirm that the cause of any dissatisfaction has been addressed and
that the level of satisfaction has improved.
The implementation of said plan shall be subject to Change Management
Process as follows:
o Changes which require modifications in order to enable HP-OMS to
meet its undertakings as per the agreed Service Level - shall be
borne and paid by HP-OMS. Changes which require modifications to
the current in scope services will be bare by HP-OMS
o Changes which require additional modifications which change the
agreed Service Level - shall be borne and paid by Customer. Changes
which require additional out of scope equipment will be bare by
Customer
C. Customer shall consider the results of the surveys in evaluating HP-OMS'
qualifications to be awarded additional business.
D. Consistent inability to meet satisfaction survey standards will be
deemed a material breach of this Agreement. HP-OMS agrees that
increasing measured customer satisfaction shall be a key performance
incentive for compensation for Key Personnel assigned to Customer's
account.
E. Costs and expenses of independent third parties which will perform the
above Surveys will be paid as follows: (i) Baseline Survey costs and
expenses will be born by HP-OMS (ii) Future Surveys costs and expenses
will be split on a fifty fifty basis between HP-OMS and Customer
23