EXHIBIT NO. 4.b.1
AGREEMENT NO. 02026409
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
INFORMATION TECHNOLOGY SERVICES AGREEMENT
This Information Technology Services Agreement (this "AGREEMENT") is
entered into effective January 9, 2003 (the "EFFECTIVE DATE") by and between SBC
Services, Inc., a Delaware corporation having a principal place of business in
San Antonio, Texas ("SBC" or "CLIENT"), and Amdocs, Inc., a Delaware corporation
having a principal place of business in St. Louis, Missouri ("AMDOCS", "VENDOR"
or "SUPPLIER").
WHEREAS, SBC and Amdocs have engaged in extensive negotiations,
discussions and due diligence that have culminated in the formation of the
contractual relationship described in this Agreement;
WHEREAS, SBC desires to procure from Amdocs, and Amdocs desires to
provide to SBC, the systems modernization and integration, engineering support
and information technology products and services described in this Agreement, on
the terms and conditions specified herein;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and of other good and valid consideration, the receipt and
sufficiency of which is hereby acknowledged, SBC and Amdocs (collectively, the
"Parties" and each, a "Party") hereby agree as follows:
1. BACKGROUND AND OBJECTIVES.
1.1 INFORMATION TECHNOLOGY SERVICES.
SBC has described its requirements for the Services in various requests
for information and other communications with Amdocs. In response
thereto, Amdocs has delivered to SBC various documents and other
communications (collectively, the "RESPONSES") all as described in
SCHEDULE U, in which Amdocs represented, among other things, that it
could assume responsibility for certain information technology services
and software modernization and licensing for SBC and consolidate and
migrate SBC's existing systems across its organization to Amdocs'
newest generation of directory publishing software, in satisfaction of
SBC's Requests. Accordingly, in reliance upon the Responses and in
further purposes for which the Responses were solicited, SBC hereby
engages Amdocs to perform all of the obligations imposed on it by SBC,
including the Services
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Agreement No.02026409
(as hereinafter defined), pursuant to this Agreement, and Amdocs hereby
accepts such engagement and agrees to perform its obligations in
accordance with this Agreement. Without limiting the generality of the
foregoing, pursuant to this Agreement, SBC is outsourcing to Amdocs its
information technology support for and on behalf of the Eligible
Recipients (as defined herein) (including SBC SMART Yellow Pages and
SBC SNET Yellow Pages) and modernizing certain systems across the
Eligible Recipients organizations and companies.
1.2 GOALS AND OBJECTIVES.
The Parties acknowledge and agree that the Services, including the
delivery of the Amdocs Software Package, are intended to help SBC
achieve the following goals and objectives:
(1) Reduce [**];
(2) Increase revenue [**];
(3) Increase customer satisfaction and customer loyalty;
(4) [**] SBC's business processes;
(5) [**] SBC;
(6) [**] SBC;
(7) Allow SBC [**] and allow SBC [**];
(8) Provide SBC with [**];
(9) [**] SBC information [**]; and
(10) [**] SBC's information technology operations [**] of the
Amdocs System, [**] the Amdocs System, the provision by Amdocs
[**] the Amdocs System, and the operation by Amdocs of the
Amdocs System for SBC.
1.3 INTERPRETATION.
The provisions of this ARTICLE 1 are intended to be a general
introduction to this Agreement and are not intended to expand the scope
of the Parties' obligations or alter the plain meaning of this
Agreement's terms and conditions, as set forth hereinafter.
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
2. DEFINITIONS AND DOCUMENTS.
2.1 DEFINITIONS.
As used in this Agreement:
(1) "ACCEPTANCE" means the determination, [**], pursuant to the
provisions of SECTION 4.6 following implementation,
installation, and testing (which may include testing in a
production environment) that Deliverable(s) are in Compliance;
provided, however, that SBC's use in production of such
Deliverable(s) after the applicable Acceptance Test Period
shall be deemed to be Acceptance of such Deliverable(s).
(2) "ACCEPTANCE TEST PERIOD" has the meaning ascribed to such term
in SECTION 4.6(b).
(3) "AFFILIATE" means, generally, with respect to any Entity, any
other Entity Controlling, Controlled by or under common
Control with such Entity.
(4) "AGREEMENT" means this Information Technology Services
Agreement between SBC and Amdocs, including all attachments,
EXHIBIT and Schedules hereto, as amended from time to time.
(5) "AMDOCS ACCOUNT OFFICE" means, collectively, the Amdocs
Account Executive and the Amdocs Account Manager as defined in
Section 4.0 of Part 5 of SCHEDULE E (Statement of Work -
Governance).
(6) "AMDOCS OWNED MATERIALS" has the meaning ascribed to such term
in SECTION 14.3(a).
(7) "AMDOCS OWNED SOFTWARE" means any Software owned by Amdocs and
used to provide the Services.
(8) "AMDOCS PERSONNEL" means those employees, representatives,
contractors, subcontractors and agents of Amdocs,
Subcontractors and Amdocs Affiliates who perform any Services
under this Agreement. Amdocs Personnel shall include
Transitioned Employees.
(9) "AMDOCS SOFTWARE PACKAGE" means the integrated suite of
software products that will be provided to SBC by Amdocs
pursuant to the Services (including all Upgrades and
customizations thereto).
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except by written agreement.
Agreement No.02026409
(10) "AMDOCS SYSTEM" means the System (including the Amdocs
Software Package) to be implemented by Amdocs as part of the
Services.
(11) "ANNUAL DEVELOPMENT BUDGET" has the meaning ascribed to such
term in SECTION 9.5(f).
(12) "ANTIVIRUS SOFTWARE" means software programs and programming
(and modifications, replacements, upgrades, enhancements,
documentation, materials and media related thereto) that are
used to monitor for, filter and detect the presence of
Malicious Code and repair or remediate the effects of
Malicious Code to the extent a Party has financial or
operational responsibility for such programs or programming
under SCHEDULE E.1 or E.2. Antivirus Software shall include
all such programs or programming in use as of the Effective
Date, including those set forth in SCHEDULE B, and those as to
which the license, maintenance or support costs are included
in the SBC Base Case. Antivirus Software also shall include
all such programs or programming selected by or for SBC on or
after the Effective Date to the extent a Party has financial
or operational responsibility for such programs or programming
under SCHEDULE E.1 or E.2.
(13) "APPLICATION SOFTWARE" means software application programs
(and all modifications, replacements, upgrades, enhancements,
documentation, materials and media related thereto) used to
support day-to-day business operations and accomplish specific
business objectives. Applications Software shall include, but
not be limited to, all such software listed on SCHEDULE B.
(14) "ASSET INVENTORY MANAGEMENT SYSTEM" means the automated,
database-driven application used by Amdocs to store, query,
and continuously update asset inventory information on all
assets used by Amdocs to provide the Services.
(15) "BANKRUPTCY CODE" means Title 11 of the United States Code.
(16) "BANKRUPTCY REJECTION" has the meaning ascribed to such term
in SECTION 20.5(b).
(17) "BENCHMARKER" has the meaning ascribed to such term in SECTION
11.9(a).
(18) "BENCHMARKING" has the meaning ascribed to such term in
SECTION 11.9(A).
(19) "BUSINESS CONTINUITY" means SBC's overall, enterprise-wide
plans and activities intended to enable continued business
operation in the event of any unforeseen interruption (e.g.,
plans and activities to move a department or business unit to
a new location in the event of a business disruption).
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except by written agreement.
Agreement No.02026409
(20) "CHANGE" means any change to the Software, Systems or
Equipment including changes to timetables, programs, manual
procedures, distribution parameters or Schedules.
(21) "CHANGE MANAGEMENT" means the processes relating to planning
and performing all Changes pertaining to the Services,
including Changes to individual components and coordination of
Changes across all components thereof set forth in SECTION 9.5
and SCHEDULE E.
(22) "CHANGE REQUEST" has the meaning ascribed to such term in
SECTION 9.5.
(23) "CHARGES" means the amounts set forth in ARTICLE 11 and
SCHEDULE J as charges for the Services.
(24) "CMM" means the Capability Maturity Model developed by the
Software Engineering Institute.
(25) "COMMENCEMENT DATE" means [**], or such other date as the
Parties may agree upon in writing as the date on which Amdocs
will assume full responsibility for the Services.
(26) "COMPLIANCE" and "COMPLY" means, with respect to Software,
Equipment, Systems or other contract deliverables to be
implemented, designed, developed, delivered, integrated,
installed and/or tested by SBC or Amdocs, compliance in all
material respects with the Specifications.
(27) "CONTRACT YEAR" means a period during the term of this
Agreement commencing on the Commencement Date or an
anniversary thereof and ending on the date one (1) year
thereafter (or, if earlier, on the last day of the term of
this Agreement). If any Contract Year is less than twelve (12)
months, the rights and obligations under this Agreement that
are calculated on a Contract Year basis will be
proportionately adjusted for such shorter period.
(28) "CONTROL" and its derivatives mean: (a) the legal, beneficial,
or equitable ownership, directly or indirectly, of (i) at
least 50% of the aggregate of all voting equity interests in
an Entity or (ii) equity interests having the right to at
least 50% of the profits of an Entity or, in the event of
dissolution, to at least 50% of the assets of an Entity; (b)
the right to appoint, directly or indirectly, a majority of
the board of directors; (c) the right to control, directly or
indirectly, the management or direction of the Entity by
contract or corporate governance document; or (d) in the case
of a partnership, the holding by an Entity (or one of its
Affiliates) of the position of sole general partner.
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except by written agreement.
Agreement No.02026409
(29) "CRITICAL SUPPORT PERSONNEL" are those Transitioned Employees
identified in SCHEDULE C as critical to the ongoing success of
Amdocs' delivery of Services to SBC and the Current Eligible
Recipients.
(30) "DELIVERABLE" means any deliverable (i) provided pursuant to a
Major Modernization Milestone or (ii) provided pursuant to an
Order.
(31) "DEVELOPED MATERIALS" means any Materials (including
Software), or any modifications, enhancements or derivative
works thereof, developed by or on behalf of Amdocs for SBC in
connection with or as part of the Services.
(32) "DFD" means the detailed functional design phase of
implementation of the Amdocs Software Package, in which the
specification for Enhancements to the Amdocs Software Package
designed to meet the business needs and requirements of SBC
will be identified and then detailed in the DFS documents.
(33) "DFS" means the detailed functional specifications for the
Amdocs Software Package and Enhancements, which are the direct
result of the DFD.
(34) "DISABLING CODE" means computer instructions, features or
functions that may permit Amdocs or a third party to, or may
automatically: (a) alter, destroy or inhibit Software and/or a
processing environment; (b) erase, destroy, corrupt or modify
any data, programs, materials or information used by SBC or an
Eligible Recipient or store any data, programs, materials or
information on SBC's or an Eligible Recipient's computers
without the consent of SBC; (c) discontinue SBC's effective
use of the Software; or (d) bypass any internal or external
software security measure to obtain access to any hardware or
software of SBC or an Eligible Recipient without the consent
or knowledge of SBC, including, but not limited to, other
programs' data storage and computer libraries. Disabling Code
includes, but is not limited to, programs that self-replicate
without manual intervention, instructions programmed to
activate at a predetermined time or upon a specified event,
and/or programs purporting to do a meaningful function but
designed for a different function.
(35) "DIRECT AMDOCS COMPETITORS" means the Entities identified in
SCHEDULE N, as well as their Affiliates, successors and
assigns, as such list of Entities may be modified by Amdocs
(subject to SBC's consent, not to be unreasonably withheld)
from time to time to add direct competitors of Amdocs in the
areas of directory, customer care and billing, and customer
relationship management systems, including the provision of
services relating to such systems.
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Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
(36) "DIRECT SBC COMPETITORS" means the Entities identified in
SCHEDULE P, as well as their Affiliates, successors and
assigns, as such list of Entities may be modified by SBC
(subject to Amdocs' consent not to be unreasonably withheld)
from time to time to add direct competitors of SBC in the
directory publishing business in the United States.
(37) "DISASTER RECOVERY" means the specific plans and activities
required to continue provisioning the Services in the event of
an unforeseen interruption as set forth in SCHEDULE E. The
Disaster Recovery plans and activities include support and
coordination with the Business Continuity plans and
activities.
(38) "[**]AGREEMENT" has the meaning ascribed to such term in
SECTION 6.12.
(39) "[**] AGREEMENT [**]" means, with respect to each [**] and,
with respect to each of the [**], for a [**] Agreement [**]
during the Term [**].
(40) "[**] PARTNERSHIP" means [**] Partnership general partnership
organized under the [**] Partnership Act, owned by [**].
(41) "EFFECTIVE DATE" has the meaning ascribed to such term in the
preamble to this Agreement.
(42) "ELIGIBLE RECIPIENTS" means, collectively, the following:
(a) [**];
(b) [**] on the Effective Date;
(c) SBCDO;
(d) [**] that is otherwise an Eligible Recipient;
(e) [**] in connection with its activities [**]r); and
(f) [**] and (iii) that has agreed in writing to be bound
by the terms and conditions of this Agreement.
(43) "ENHANCEMENT" means any modification or addition to the
functionality of the Amdocs Software Package that is included
in the Modernization Plan or has been referred to or gone
through the Change Management process set forth in SECTION
9.5.
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Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
(44) "ENTITY" means a corporation, partnership, joint venture,
trust, limited liability company, association or other
organization or entity.
(45) "ENVIRONMENTAL LAWS" means Laws related to (i) pollution or
the protection of air, ground or surface water, soil, or other
environment media, (ii) occupational health and safety, or
(iii) Hazardous Materials.
(46) "ENVIRONMENTAL CLAIMS" means any claim, suit, action,
proceeding, notice, inquiry, request for information, lien, or
judgment arising out, as a result of, or in connection with
any Environmental Law.
(47) "EQUIPMENT" means all computing, networking and communications
equipment procured, provided, operated, supported, or used by
Amdocs in connection with the Services, including (i)
mainframe, midrange, server and distributed computing
equipment and associated attachments, features, accessories,
peripheral devices, and cabling, (ii) personal computers,
laptop computers and workstations and associated attachments,
features, accessories, peripheral devices, and cabling, and
(iii) voice/video telecommunications and network equipment and
associated attachments, features, accessories, peripheral
devices, and cabling.
(48) "EQUIPMENT LEASES" means all leasing arrangements whereby SBC
leases Equipment as of the Commencement Date which will be
used by Amdocs to perform the Services after such Commencement
Date. Equipment Leases consist of those leases identified on
SCHEDULE F.2.
(49) "EVENT OF LOSS" has the meaning ascribed to such term in
SECTION 16.2(a).
(50) "EXCLUDED SERVICES" has the meaning ascribed to such term in
SECTION 4.1(e).
(51) "EXTRAORDINARY EVENT" has the meaning ascribed to such term in
SECTION 11.5(a).
(52) "EXTRAORDINARY CHANGE" has the meaning ascribed to such term
in SECTION 11.5(b).
(53) "FCPA" means the Foreign Corrupt Practices Act.
(54) "GOOD WORKING ORDER" means, with respect to Equipment or
Software, that such Equipment or Software is performing the
portion of the Services to which it is assigned.
(55) "GOVERNANCE TEAM" means SBC's and Amdocs' team of individuals
identified in Schedule E as the "Governance Team".
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
(56) "HAZARDOUS MATERIALS" means any and all materials that are
regulated by the federal or any state or local government
during use, transportation, handling, storage, treatment,
and/or disposal/recycling. These materials include, but are
not limited to, materials that are regulated as (i) "hazardous
materials" under the Hazardous Materials Transportation Act
and the Control of Radioactive Contamination of the
Environment Law, (ii) "chemical hazards" under the
Occupational Health and Safety Administration ("OSHA")
Standards, (iii) "chemical substances or mixtures" under the
Toxic Substances Control Act, (iv) "pesticides" under the
Federal Insecticide, Fungicide and Rodenticide Act, and (v)
"hazardous waste" as defined or listed under the Resource
Conservation and Recovery Act ("RCRA").
(57) "INCLUDE" and its derivatives mean "including without
limitation." This term is as defined, whether or not
capitalized in this Agreement.
(58) "INCOME TAX" means any tax on or measured by the net income of
a Party (including taxes on capital or net worth that are
imposed as an alternative to a tax based on net or gross
income), or taxes which are of the nature of excess profits
tax, minimum tax on tax preferences, alternative minimum tax,
accumulated earnings tax, personal holding company tax,
capital gains tax or franchise tax for the privilege of doing
business.
(59) "INITIAL TERM" has the meaning ascribed to such term in
SECTION 3.1.
(60) [**] and its derivatives mean, with respect to [**] other than
[**] (as such terms are defined [**] on the [**] Date.
(61) "IT" means information technology.
(62) "KEY AMDOCS PERSONNEL" means the Amdocs Personnel designated
in SCHEDULE C as Key Amdocs Personnel, which list may change
from time to time by mutual written agreement of the Parties;
provided that the [**] Key Amdocs Personnel shall [**]under
this Agreement.
(63) "KEY BUSINESS DELIVERABLE" has the meaning ascribed to such
term in SCHEDULE G.
(64) "LAWS" means all national, federal, intergovernmental, state
and local laws, statutes, regulations, rules, executive
orders, supervisory requirements, directives, circulars,
opinions, interpretive letters and other official releases of
or by any government or quasi governmental authority, or any
authority, department or agency thereof, or any self
regulatory organization, including Privacy Laws.
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
(65) [**] means a [**] standards.
(66) "LOSSES" means all liabilities, damages, fines, penalties and
claims (including taxes), and all related costs and expenses
(including reasonable legal fees and disbursements and costs
of investigation, litigation, settlement, judgment, interest
and penalties).
(67) [**] means the [**] Modernization milestones listed in Section
2.0 of Attachment A to SCHEDULE A, [**]"MAJOR RELEASE" means a
new version of Software that includes changes to the
architecture and/or adds new features and functionality in
addition to the original functional characteristics of the
preceding software release. These releases are usually
identified by full integer changes in the numbering, such as
from "7.0" to "8.0," but may be identified by the industry as
a major release without the accompanying integer change.
(68) "MALICIOUS CODE" means (i) any code, program, or sub-program
whose knowing or intended purpose is to damage or interfere
with the operation of the computer system containing the code,
program or sub-program, or to halt, disable or interfere with
the operation of the Software, code, program, or sub-program,
itself, or (ii) any device, method, or token that permits any
person to circumvent the normal security of the Software or
the system containing the code.
(69) "MANAGED THIRD PARTIES" means the SBC Third Party Contractors
listed on SCHEDULE E.5.A and any substitute or replacement
third party contractors reasonably designated by SBC, provided
such third parties are included in the SBC Base Case and if
not included added pursuant to the provisions of SECTION 9.5.
(70) "MATERIALS" means, collectively, Software, literary works,
other works of authorship, specifications, design documents
and analyses, processes, methodologies, programs, program
listings, documentation, reports, drawings, databases and
similar work product.
(71) [**]" means [**], including [**] if the [**] Contract Year; or
(b) less than or equal to [**] Working Hours if the [**]
Contract Year.
(72) "MINOR RELEASE" means a Scheduled release containing small
functionality updates and/or accumulated resolutions to
defects or non-conformances made available since the
immediately preceding release (whether Major Release or Minor
Release). Minor Releases shall include "Maintenance Releases"
which are supplemental to and made available between Major
Releases and other Minor Releases, issued and provided under
specific vendor service level or maintenance
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Agreement No.02026409
obligations and contain only accumulated resolutions or
mandated changes. These releases are usually identified by a
change in the decimal numbering of a release, such as "7.12"
to "7.13."
(73) "MODERNIZATION MILESTONE" shall have the meaning provided in
SECTION 4.2(b).
(74) "[**] means, with respect to [**] on which [**].
(75) "MODERNIZATION PERIOD" means the period that commences on the
Commencement Date and expires as set forth in the
Modernization Plan, unless expressly extended or otherwise
agreed to in writing by the Parties.
(76) "MODERNIZATION PLAN" means the plan set forth in SCHEDULE A
and developed pursuant to SECTION 4.2 hereof, which identifies
all material transition tasks, functions, responsibilities and
Developed Materials to be undertaken by Amdocs in connection
with the implementation of the Amdocs System, and the dates by
which each will be completed by Amdocs.
(77) "MODERNIZATION SERVICES" means all services, functions,
responsibilities, tasks and Developed Materials described in
SECTION 4.2 to be performed or delivered by Amdocs during the
Modernization Period in accordance with this Agreement, as
such services, functions, responsibilities, tasks and
Developed Materials may be supplemented, enhanced, modified or
replaced in accordance with this Agreement.
(78) [**] means the [**] set forth in SCHEDULE J, Page 1.
(79) "NEW ADVANCES" has the meaning ascribed to such term in
SECTION 11.6(c).
(80) "NEW SERVICES" means services provided by Amdocs to SBC that
are different from or in addition to the Services.
(81) [**] means [**] pursuant to this Agreement.
(82) "[**] means the [**] of the Commencement Date
(83) [**] means the [**] in consideration for the [**]shall be [**]
to the[**].
(84) "NONCOMPLIANCE" means noncompliance in any material respect
with the Specifications.
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
(85) "NOTICE OF COMPLETION" means Amdocs' written notice to SBC
that a Deliverable has been completed and delivered to SBC
(and that such Deliverable is ready for SBC's Testing).
(86) "ORDER" means a document substantially in the form of EXHIBIT
4.
(87) "OUT-OF-POCKET EXPENSES" means [**] out-of-pocket expenses
[**] under this Agreement. Out-of-pocket expenses [**].
(88) "OUTSOURCING SERVICES" means all services, functions,
responsibilities, tasks and Developed Materials described in
SCHEDULE E to be performed or delivered by Amdocs during the
term of this Agreement and in accordance with this Agreement,
as such services, functions, responsibilities, tasks and
Developed Materials may be supplemented, enhanced, modified or
replaced in accordance with this Agreement.
(89) [**] means the expenses listed in SCHEDULE J for which [**],
in accordance with [**] in connection with [**]"POLICY AND
PROCEDURES MANUAL" has the meaning ascribed to such term in
SECTION 9.1(a).
(90) [**] means [**] on the Effective Date:
(a) [**] after the Effective Date [**] thereof;
(b) [**] after the Effective Date, [**] under this
Agreement;
(c) [**] after the Effective Date;
(d) [**] after the Effective Date; or
(e) as to which [**].
(91) "PRIME RATE" has the meaning set forth in SECTION 9.9(c).
(92) "PRIVACY LAWS" means Laws relating to data privacy,
trans-border data flow or data protection.
(93) "PRODUCT CATALOGUE" means the list of Software and Equipment
approved by SBC for deployment to end users. The Product
Catalogue current as of the Effective Date shall be provided
by SBC to Amdocs and may be updated from time to time by SBC.
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(94) "PROJECT" means a discrete unit of non-recurring work that is
not an inherent, necessary or customary part of the day to day
Services, is not required to be performed by Amdocs to meet
the existing Service Levels (other than Service Levels related
to Project performance), and is not a New Service.
(95) "PROPRIETARY INFORMATION" has the meaning ascribed to such
term in SECTION 13.3(a).
(96) "REPORTS" has the meaning ascribed to such term in SECTION
9.2(a).
(97) "[**]" means [**] Amdocs SBC licensed Third Party Software,
Third Party Contracts, Equipment Leases or [**] (including
related warranties); (ii) to grant Amdocs the right to use
and/or access the SBC licensed Third Party Software in
connection with providing the Services; (iii) to grant SBC and
the Eligible Recipients the right to use and/or access the
Amdocs Owned Software, Third Party Software and Equipment
acquired, operated, supported or used by Amdocs in connection
with providing the Services; (iv) to assign or transfer to SBC
any Developed Materials, (v) to assign or transfer to SBC or
its designee Amdocs Owned Software, Third Party Software,
Third Party Contracts, Equipment Leases or other rights
following the expiration or termination of this Agreement to
the extent provided in this Agreement; and (vi) [**] in
connection with Amdocs' provision of the Services.
(98) "ROOT CAUSE ANALYSIS" means the formal process conducted by
Amdocs with Eligible Recipient assistance, specified in the
Policy and Procedures Manual, to be used by Amdocs to
determine the primary or "root" cause of problems and to
diagnose problems at the lowest reasonable level so that
corrective action can be taken that will eliminate repeat
failures. Amdocs shall implement a Root Cause Analysis as
specified in SECTION 7.4 or as requested by SBC.
(99) [**] means [**] during calendar year 2002.
(100) "SBC CONTRACT OFFICE" means, collectively, the SBC Contract
Executive and the SBC Contract Manager as defined in Section
4.0 of Part 5 of SCHEDULE E (Statement of Work - Governance).
(101) "SBC DATA" means any data or information of SBC or any
Eligible Recipient (as well as any data or information
originating from or owned by SBC customers or third parties to
whom SBC provides products or services) that is provided to or
obtained by Amdocs in the performance of its obligations under
this Agreement, including data and information with respect to
the businesses, customer, operations, facilities, products,
rates, regulatory compliance, competitors,
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
consumer markets, assets, expenditures, mergers, acquisitions,
divestitures, ▇▇▇▇▇▇▇▇, collections, revenues and finances of
SBC or any Eligible Recipient. SBC Data also means any data or
information created, generated, collected or processed by
Amdocs in the performance of its obligations under this
Agreement, including data processing input and output, service
level measurements, asset information, third party service and
product agreements, contract charges, and retained and
Pass-Through Expenses.
(102) "SBC DATA CENTER" means an SBC Facility designated as a "data
center" in SCHEDULE O.1.
(103) "SBC FACILITIES" means the facilities listed in SCHEDULE O.1
provided by SBC or the Eligible Recipient for the use of
Amdocs to the extent necessary to provide the Services.
(104) "SBC IT MANAGED DATA CENTER" means an SBC Facility designated
as an "SBC IT managed data center" in SCHEDULE O.1.
(105) "SBC OWNED SOFTWARE" means Software owned by SBC or an
Eligible Recipient and used, operated, maintained or supported
by or on behalf of Amdocs under or in connection with this
Agreement.
(106) "SBC PERSONAL DATA" means that portion of SBC Data that is
subject to any Privacy Laws.
(107) "SBC PERSONNEL" means the employees, agents, contractors or
representatives of SBC who performed any of the Services to be
provided by Amdocs during the twelve (12) months preceding the
Commencement Date.
(108) "SBC PROVIDED EQUIPMENT" has the meaning ascribed to such term
in SECTION 6.5(a).
(109) "SBC SITES" means the SBC Facilities and the offices or other
facilities listed on SCHEDULE E.4 at or to which Amdocs will
provide the Services.
(110) "SBC THIRD PARTY CONTRACTORS" has the meaning ascribed to such
term in SECTION 4.5(a).
(111) "SBCDO" means SBC SMART Yellow Pages and SBC SNET Yellow
Pages.
(112) "SBCDO [**]" means an SBC Data Center designated as an "SBCDO
managed data center" in SCHEDULE O.1.
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except by written agreement.
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(113) "SBCDO [**]" means an SBC [**] designated as an "SBCDO [**]"
in SCHEDULE O.1.
(114) [**] means, with respect to [**] that (a) [**] comprise of (b)
[**] provided [**] (each of (a) and (b) [**].[**]"SERVICE
LEVEL [**]" has the meaning ascribed to such term in SECTION
7.3(b) and SCHEDULE G.
(115) "SERVICE LEVELS" means, individually and collectively, the
performance standards for the Services set forth in SCHEDULE
G, as such performance standards may be adjusted pursuant to
this Agreement.
(116) "SERVICE TAXES" means all sales, use, excise, and other
similar taxes that are assessed against either Party on the
provision of the Services as a whole, or on any particular
Service received by SBC or the Eligible Recipients from
Amdocs, excluding Income Taxes.
(117) "SERVICES" means, collectively, the services, functions and
responsibilities described herein as a responsibility of
Amdocs and to be provided by Amdocs pursuant to this Agreement
as they may be supplemented, enhanced, modified or replaced
during the term of this Agreement in accordance with this
Agreement; including, without limitation: (i) the Outsourcing
Services; (ii) the Modernization Services; (iii) the
Transition Services; (iv) the Termination Assistance Services;
and (v) any services provided pursuant to SECTION 9.5(c); but
excluding Excluded Services.
(118) "SOFTWARE" means computer programs, together with input and
output formats, the applicable source or object codes,
programming tools, data models, flow charts, outlines,
narrative descriptions, operating instructions, software
manufacturing instructions and scripts, test specifications
and test scripts and supporting documentation, and shall
include the tangible media upon which such programs and
documentation are recorded, including all authorized
reproductions, corrections, updates, new releases, and new
versions of such Software and shall further include all
enhancements, translations, modifications, updates, upgrades,
new releases, substitutions, replacements, and other changes
to such computer programs.
(119) [**] means (a) [**] plus (b) the [**] pursuant to [**].
(120) "SPECIALIZED SERVICES" has the meaning ascribed to such term
in SECTION 9.8.
(121) "SPECIFICATIONS" means, with respect to Software, Equipment,
Systems or other contract deliverables to be designed,
developed, delivered, integrated, installed
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Agreement No.02026409
and/or tested by Amdocs, the technical, design and/or
functional specifications (including the DFS with respect to
the Amdocs Software Package) in SCHEDULES A, E or H, in third
party vendor standard documentation, in a New Services or
project description requested and/or approved by SBC or
otherwise agreed upon in writing by the Parties.
(122) "STANDARD PRODUCTS" means, collectively, the Software and
Equipment in the Product Catalogue.
(123) [**] means [**] set forth [**].
(124) "SUBCONTRACTORS" means subcontractors (of any tier) of Amdocs,
including Shared Subcontractors (as defined in SECTION
9.11(b)). The initial list of Subcontractors approved by SBC
is set forth on SCHEDULE D. SCHEDULE D may be amended during
the term of this Agreement in accordance with SECTION 9.11.
Subcontractors shall not include Third Party Contracts
(125) "SUBSTANCE RELEASE" means any spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping,
leaching, dumping, disposal, or other movement into the air,
ground, surface water, groundwater, soil, or other
environmental media.
(126) "SYSTEM" means an interconnected grouping of Equipment,
Software and associated attachments, features, accessories,
peripherals and cabling, and all additions, modifications,
substitutions, upgrades or enhancements to such System, to the
extent a Party has financial or operational responsibility for
such System or System components under SCHEDULE E. System
shall include all Systems in use as of the Effective Date, all
additions, modifications, substitutions, upgrades or
enhancements to such Systems and all Systems installed or
developed by or for Amdocs following the Effective Date in
connection with the Services.
(127) "SYSTEM CHANGE" means any change to the Software, Equipment,
System or operating environment including without limitation,
New Services, Enhancements, Major Release, Minor Release,
changes to programs, manual procedures, scripts, distribution
parameters, or Schedules, as well as a change or delay in any
implementation Schedule (e.g., the implementation Schedule set
forth in the Modernization Plan or in any Change Request).
(128) "TERM" has the meaning ascribed to such term in SECTION 3.2 of
this Agreement.
(129) "TERMINATION ASSISTANCE SERVICES" means the Services described
in SECTION 4.4.
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Agreement No.02026409
(130) [**] means the [**] under this Agreement. [**] as of the
effective date [**].
(131) "TESTING" with respect to the Amdocs System (and any
associated Software, Equipment, or Systems) and Developed
Materials, means the performance of the applicable tests and
procedures set forth in this Agreement, the Modernization Plan
or the applicable Order, as well as any other tests and
procedures which SBC, in consultation with Amdocs, may deem
necessary or desirable or which the Parties may agree upon in
determining whether the Amdocs System is in Compliance.
(132) "THIRD PARTY CONTRACTS" means all agreements between third
parties and SBC or Amdocs that have been or will be used to
provide the Services to the extent a Party has financial or
operational responsibility for such contracts under SCHEDULE
E.1 or E.2. Third Party Contracts shall include all such
agreements in effect as of the Effective Date identified in
SCHEDULE F.3. Third Party Contracts also shall include those
third party agreements entered into by Amdocs following the
Effective Date.
(133) "THIRD PARTY SOFTWARE" means all Software products (and all
modifications, replacements, upgrades, enhancements,
documentation, materials and media related thereto) that are
provided under license or lease to Amdocs or SBC to the extent
a Party has financial or operational responsibility for such
Software products under SCHEDULE E.1 or E.2. Third Party
Software shall include all such programs in use as of the
Effective Date as identified on SCHEDULES B and F.4. Third
Party Software also shall include all such programs licensed
and/or leased after the Effective Date.
(134) "TRANSITION MILESTONE" means each date identified on the
Transition Plan as a milestone by which Amdocs shall have
completed a certain task or set of tasks in the Transition
Plan in a manner reasonably acceptable to SBC.
(135) "TRANSITION PERIOD" means the period that commences on the
Effective Date and expires 12:00:01 a.m., Eastern Time, ninety
(90) days following the Commencement Date, unless expressly
extended in writing by SBC.
(136) "TRANSITION PLAN" means the plan set forth in SCHEDULE H and
developed pursuant to SECTION 4.3 hereof, which identifies all
material transition tasks and deliverables to be undertaken by
Amdocs in connection with the transition of all Services to
Amdocs, and the dates by which each will be completed by
Amdocs.
(137) "TRANSITION SERVICES" means the services, functions and
responsibilities described in SECTION 4.3 to be performed by
Amdocs during the Transition Period.
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Agreement No.02026409
(138) "TRANSITIONED EMPLOYEES" means the employees of SBC who accept
Amdocs' offer of employment and become employed by Amdocs
pursuant to ARTICLE 8. Upon being employed by Amdocs, such
Transitioned Employees shall be deemed to be Amdocs Personnel.
(139) "UPGRADE" and its derivatives means updates, renovations,
modifications, additions and/or new versions or releases of
Software or Equipment by Amdocs. Unless otherwise agreed,
financial responsibility for the costs, fees and expenses
associated with an Upgrade of Software or Equipment shall be
allocated between the Parties in accordance with SECTION
6.4(a) and SECTION 6.5 and SCHEDULE J.
(140) "WARN ACT" means the Worker Adjustment and Retraining
Notification Act.
(141) "WASTE" means SBC-owned Equipment for which Amdocs is
operationally responsible, which contains Hazardous Materials
the disposal of which is regulated by an Environmental Law.
(142) "WORKING HOURS" means hours spent working (e.g., not including
normal break activities such as meals).
(143) "YEAR 2000 COMPLIANT" or "YEAR 2000 COMPLIANCE" means that
Software Equipment and/or Systems (i) accurately process date
information before, during and after January 1, 2000,
including accurately accepting date input, providing date
output and performing calculations on dates or portions of
dates; (ii) function accurately and without interruption
before, during and after January 1, 2000, without any change
in operations associated with the advent of the new century;
(iii) respond to two (2) digit year date input in a way that
resolves the ambiguity as to year or century in a disclosed,
defined and predetermined manner; (iv) store and provide
output of date information in ways that are unambiguous as to
year or century; and (v) properly exchange date and time data
with software, equipment and systems with which such Software,
Equipment and/or Systems with which it must interact and
interoperate. Software, Equipment and/or Systems shall not be
deemed non-compliant to the extent any performance failure is
attributable to the failure of equipment, software or systems
for which a Party is not operationally responsible, but with
which the Software, Equipment and/or Systems must interact or
interoperate, to be Year 2000 Compliant or to correctly
exchange date data with the Software, Equipment and/or
Systems.
2.2 OTHER TERMS.
The terms defined in this Article include the plural as well as the
singular and the derivatives of such terms. Unless otherwise expressly
stated, the words "herein,"
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Agreement No.02026409
"hereof," and "hereunder" and other words of similar import refer to
this Agreement as a whole and not to any particular Article, Section,
Subsection or other subdivision. Article, Section, Subsection and
Attachment references refer to articles, sections and subsections of,
and attachments to, this Agreement. The words "include" and "including"
shall not be construed as terms of limitation. The words "day,"
"month," and "year" mean, respectively, calendar day, calendar month
and calendar year. As stated in SECTION 21.3, the word "notice" and
"notification" and their derivatives means notice or notification in
writing. Other terms used in this Agreement are defined in the context
in which they are used and have the meanings there indicated.
2.3 ASSOCIATED CONTRACT DOCUMENTS.
This Agreement includes each of the following Schedules and their
attached EXHIBIT, all of which are attached to this Agreement and
incorporated into this Agreement by this reference:
SCHEDULES:
A Statement of Work Modernization
Attachment A - Timeline and Milestones
Attachment B - Modernization Responsibility Matrix
Attachment C - Applications Mapping
Attachment D - Modernization Project Plan
B Application Inventory and Groupings
C Key Amdocs Personnel and Critical Support Personnel
D Amdocs Subcontractors
E Statement of Work
Part 1 - Application Development and Maintenance Services
Part 2 - Cross Functional - Equipment and Software Services
Part 3 - Cross Functional - General Services
Part 4 - End User Computing Services
Part 5 - Governance
Part 6 - Policies and Procedures Manual Content
Part 7 - Committee Membership
Part 8 - Mainframe and Server Services
Attachment 1 - Network Demarcation Diagram
Attachment 2 - Security Management Responsibility Demarcation
Attachment 2a - Security Process Flow
Attachment 3 - SBC Owned Data Center & Remote Facility
Demarcation
Attachment 4 - CMM Tier 2
E.1 Asset Allocation Matrix
E.2 [Reserved]
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
E.3 SBC Rules
E.4 [Reserved]
E.5 [Reserved]
E.5.a Managed Third Parties
F.1 [**] Assets
F.2 Equipment Leases
F.3 Third Party Services Contracts
F.4 Third Party Software
G Service Levels
Attachment A - [**]Service Levels
Attachment B - Service Level Definitions
Attachment C - [**] Deliverables
Attachment D - Measurement[**] and [**]
Attachment E - Glossary
Attachment F - Help Desk Problem Classification and Response
Times
Attachment G - [**] Request [Parts 1 and 2]
Attachment H - System Type [**] Attachment I - [Reserved]
Attachment J - [Reserved]
Attachment K - Project [**]
Attachment L - [Reserved]
Attachment M - [**] Quality Measurements
Attachment N - [**] Online Schedule
Attachment O - Backup [**]
Attachment P - [**] Schedule
Attachment Q - Standard [**] Schedule
Attachment R - [**] Process
Attachment S - [**] Standards
Attachment T - Production Schedule [**]
Attachment U - [**] Standards
Attachment V -[**] Committee
H Transition Plan
I Excluded Services
J Charges
K Base Case
L Projects
M Affected Employees
M.1 Amdocs Benefit Plan
N Direct Amdocs Competitors
O.1 SBC Facilities
O.2 Amdocs Facilities
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
O.3 SBC Provided Equipment
O.4 SBC Supplied Items, Equipment and Specifications
P Direct SBC Competitors
Q Satisfaction Survey
QA Quality Assurance
R Reports
S SBC Standards
T Supplier Diversity Participation Plan
U Amdocs Proposal
V [Reserved]
W [Reserved]
X License Agreement
EXHIBIT:
Exhibit 1: Form of Invoice
Exhibit 2: Form of Stock Purchase Agreement
Exhibit 3: [Reserved]
Exhibit 4: Form of Order
Exhibit 5: Form of Nondisclosure Agreement With Certain Exiting
Amdocs Personnel
Exhibit 6: Forms of Nondisclosure Agreements for Consultants,
Contractors and Subcontractors
3. TERM.
3.1 INITIAL TERM.
The initial term of this Agreement shall commence as of 12:00:01 a.m.,
Eastern Time on the Effective Date and continue until 11:59:59 p.m.,
Eastern Time, on February 28, 2010 (the "INITIAL TERM") unless this
Agreement is terminated as provided herein or extended as provided in
SECTION 3.2 or 4.4(A)(2), in which case this Agreement shall terminate
effective at 11:59:59 p.m., Eastern Time, on the effective date of such
termination or the date to which this Agreement is extended.
3.2 EXTENSION.
If SBC desires to renew this Agreement after the Initial Term, SBC
shall provide written notice to Amdocs of its desire to do so at least
[**] prior to the expiration of this Agreement (the Initial Term,
together with any renewal term (the "TERM" or "TERM OF THIS
AGREEMENT"). The Parties shall thereafter negotiate in good faith with
respect to the terms and conditions upon which the Parties will renew
this Agreement and thereafter execute such renewal. In the event the
Parties [**] of this Agreement, SBC may, at its
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except by written agreement.
Agreement No.02026409
sole option, extend the term of this Agreement [**] in this Agreement.
[**] of the Initial Term.
4. SERVICES.
4.1 OVERVIEW.
(a) SERVICES. Commencing on the Commencement Date, Amdocs shall
provide the Services to SBC, the Eligible Recipients [**]. The
Services shall consist of the following, as they may evolve
during the term of this Agreement or be supplemented,
enhanced, modified or replaced in accordance with this
Agreement:
(i) The services, functions and responsibilities
described in this Agreement including its Schedules;
(ii) [**] performed during the [**] Commencement Date [**]
of this Agreement, [**]in this Agreement (provided
that, in the [**]; and
(iii) [**] Amdocs is [**] pursuant to this Agreement [**].
(b) INCLUDED SERVICES. [**] in this Agreement [**] in accordance
with this Agreement, they shall be deemed [**] in this
Agreement. [**]
(c) REQUIRED RESOURCES. Except as otherwise expressly provided in
this Agreement, Amdocs shall be responsible for providing the
facilities, personnel, Equipment, Software, technical
knowledge, expertise and other resources necessary to provide
the Services.
(d) AMDOCS RESPONSIBILITY. [**] in this Agreement, Amdocs shall
[**] in accordance with this Agreement [**].
(e) EXCLUDED SERVICES. Commencing on the Commencement Date, SBC
shall perform the Excluded Services. The Excluded Services
shall consist of the services as set forth in SCHEDULE I, as
they may evolve during the term of this Agreement or be
supplemented, enhanced, modified or replaced.
4.2 MODERNIZATION SERVICES
(a) MODERNIZATION SERVICES. During the Modernization Period,
Amdocs shall perform the Modernization Services described in
the Modernization Plan in accordance with the Modernization
Milestones. Amdocs shall perform the Modernization Services in
accordance with relevant provisions of the Schedules
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except by written agreement.
Agreement No.02026409
to this Agreement governing the performance of the Outsourcing
Services (e.g., the application development and maintenance
provisions of Part 1 of SCHEDULE E). [**] in the Modernization
Plan [**] in the Amdocs Response, [**] of the Modernization
Services to be performed, [**] the scope of Modernization
Services shall be [**]. During the Modernization Period, [**]
in the Modernization Plan. Unless otherwise agreed, [**]
parties in connection with the Modernization, [**] in the
Modernization Plan as [**] as further set forth in the
Modernization Plan, including [**]); and (ii) be included
[**]. At a minimum, the [**] the Modernization Services must
[**] in the Modernization Plan.
(b) MODERNIZATION PLAN. The Modernization Plan identifies, among
other things, (i) the Modernization Services activities to be
performed by Amdocs and the significant components and
subcomponents of each such activity; (ii) the Deliverables to
be completed by Amdocs; (iii) the date(s) by which each such
activity or Deliverable is to be completed (the "MODERNIZATION
MILESTONES"); (iv) the contingency or risk mitigation
strategies to be employed by Amdocs in the event of disruption
or delay; (v) any Modernization Services responsibilities to
be performed or Modernization Services resources to be
provided by SBC; (vi) the Testing plan; and (vii) a more
detailed work plan to be provided in accordance with the
requirements in SCHEDULE A.
(c) PERFORMANCE. Amdocs shall perform the Modernization Services
in a manner that will not (i) materially disrupt or adversely
impact the business or operations of SBC or the Eligible
Recipients, (ii) disrupt the sales and/or printing processes
and cycles inherent in SBC's business, (iii) materially
degrade any of the Services then being received by SBC and the
Eligible Recipients, (iv) materially disrupt or interfere with
SBC and the Eligible Recipients' ability to obtain the full
benefit of the Services, except as may be otherwise
specifically provided in the Modernization Plan or as
otherwise agreed by the Parties, or (v) degrade the Service
Levels. [**], Amdocs shall [**] in Amdocs' plans, [**] under
this Agreement). Amdocs shall identify and resolve, with SBC's
reasonable assistance, any problems that may impede or delay
the timely completion of each task in the Modernization Plan
that is Amdocs' responsibility and shall use all commercially
reasonable efforts to assist SBC with the resolution of any
problems that may impede or delay the timely completion of
each task in the Modernization Plan that is SBC's
responsibility. Amdocs shall promptly bring to the attention
of the SBC Contract Office any actual or potential delays in
the Modernization Plan or Modernization Services or any actual
or potential defects in the Modernization Services or the
Developed Materials, regardless of whether such delays or
defects are caused by Amdocs, SBC and/or any third party. SBC
shall promptly notify Amdocs in the event it determines that
SBC will be delayed in, or incapable of, performing any of its
obligations under the Modernization Plan.
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Agreement No.02026409
(d) REPORTS. Amdocs shall regularly report to SBC on its progress
in performing its responsibilities and meeting the timetable
set forth in the Modernization Plan. Amdocs also shall provide
written reports to SBC at least monthly regarding such
matters, and shall provide oral reports more frequently if
reasonably requested by SBC. [**] any information [**] set
forth in the Modernization Plan, [**] therewith.
(e) [**] the Modernization Plan [**] (as identified in the
Modernization Plan) by the [**], [**], commencing on the [**]
Date, [**]. The Parties agree that such [**] are [**] as of
the date of this Agreement of the [**] in the event the
respective [**] is not met and shall be [**] for [**] in
meeting the [**]. In no event will Amdocs [**].[**]
(f) DEFINED MATERIAL BREACH. Subject to the provisions [**] (as
identified in the Modernization Plan) within [**] after the
[**] Date for the [**] within six (6) months after the [**]
Date for the [**] shall be [**] this Agreement [**]. The
Parties agree that [**] pursuant to [**] as of the date of
this Agreement of the [**]. Following [**] during the period
in which [**]. The statement in this SECTION 4.2(f) (or
elsewhere in this Agreement) that [**] of this Agreement [**]
by this Agreement.
4.3 TRANSITION SERVICES.
(a) TRANSITION. During the Transition Period, Amdocs shall perform
the Transition Services and provide the deliverables described
in the Transition Plan. [**] described in the Transition Plan
[**] of the Transition Services [**] of the Transition
Services in accordance with this Agreement, [**] of the
Transition Services, [**] in the Transition Plan. During the
Transition Period, SBC will perform those tasks which are
designated to be SBC's responsibility in the Transition Plan.
Unless otherwise agreed, SBC shall not incur any charges, fees
or expenses payable to Amdocs or third parties in connection
with the Transition Services, other than those charges, fees
and expenses specified in SCHEDULE J and those incurred by SBC
in connection with its performance of tasks designated in the
Transition Plan as SBC's responsibility.
(b) TRANSITION PLAN. The Transition Plan identifies, among other
things, (i) the transition activities to be performed by
Amdocs and the significant components and subcomponents of
each such activity, (ii) the deliverables to be completed by
Amdocs, (iii) the date(s) by which each such activity or
deliverable is to be completed (the "TRANSITION MILESTONES"),
(iv) the contingency or risk mitigation strategies to be
employed by Amdocs in the event of disruption or delay, and
(v) any transition responsibilities to be performed or
transition resources to be provided by SBC. Thereafter, [**]
after the Effective Date, Amdocs shall prepare and deliver to
SBC for SBC's review, comment and approval a detailed work
plan
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Agreement No.02026409
based on and consistent with the Transition Plan. Such
detailed work plan shall become a part of the Transition Plan
and be incorporated therein.
(c) PERFORMANCE. Amdocs shall perform the Transition Services
described in the Transition Plan in accordance with the
Transition Milestones set forth therein. Amdocs shall provide
all cooperation and assistance reasonably required or
requested by SBC in connection with SBC's evaluation or
testing of the deliverables set forth in the Transition Plan.
Amdocs shall perform the Transition Services so as to avoid or
minimize to the extent possible (i) any material disruption to
or adverse impact on the business or operations of SBC or the
Eligible Recipients, (ii) any degradation of the Services then
being received by SBC or the Eligible Recipients, or (iii) any
material disruption or interference with the ability of SBC or
the Eligible Recipients to obtain the full benefit of the
Services, except as may be otherwise provided in the
Transition Plan. [**], Amdocs shall [**] in Amdocs' plans,
[**] under this Agreement). Amdocs shall identify and resolve,
with SBC's reasonable assistance, any problems that may impede
or delay the timely completion of each task in the Transition
Plan that is Amdocs' responsibility and shall use all
commercially reasonable efforts to assist SBC with the
resolution of any problems that may impede or delay the timely
completion of each task in the Transition Plan that is SBC's
responsibility.
(d) REPORTS. Amdocs shall [**] report on its progress in
performing its responsibilities and meeting the timetable set
forth in the Transition Plan. Amdocs also shall provide
written reports to SBC [**] regarding such matters, and shall
provide [**]. Promptly upon receiving any information
indicating that Amdocs may not perform its responsibilities or
meet the timetable set forth in the Transition Plan, Amdocs
shall notify SBC in writing of material delays and shall
identify for SBC's consideration and approval specific
measures to address such delay and mitigate the risks
associated therewith.
(e) ADJUSTMENT. During the Transition Period, [**]. If Amdocs [**]
will be [**].
(f) TERMINATION FOR CAUSE. Notwithstanding the foregoing, SBC may
terminate this Agreement for cause pursuant to the provisions
set forth under SECTION 20.1(a) if Amdocs' failure to meet any
Transition Milestone constitutes a material breach of this
Agreement.
4.4 TERMINATION ASSISTANCE SERVICES.
(a) AVAILABILITY. As part of the Services, [**], Amdocs shall
provide to SBC or SBC's designee the Termination Assistance
Services described in SECTION 4.4(b).
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Agreement No.02026409
(1) PERIOD OF PROVISION. Amdocs shall provide such
Termination Assistance Services to SBC or its
designee (i) commencing upon notice up to [**] prior
to the expiration of this Agreement or on such
earlier date as SBC may request and continuing for up
to [**] following the effective date of the
expiration of this Agreement, (ii) commencing upon
any notice of termination (including notice based
upon breach or default by SBC, breach or default by
Amdocs or termination for convenience by SBC) of this
Agreement, and continuing for up to [**] following
the effective date of such termination of all or part
of the Services, or (iii) commencing upon notice of
termination of all or part of the Services [**] and
continuing for up to [**] following the effective
date of such termination.
(2) EXTENSION OF SERVICES. [**] the period following the
effective date of any [**] Termination Assistance
Services, provided that [**] the effective date and
the [**] Termination Assistance Services
[**].[**]
(3) FIRM COMMITMENT. Amdocs shall provide Termination
Assistance Services to SBC or its designee regardless
of the reason for the expiration or termination of
this Agreement; provided, if this Agreement is
rightfully terminated by Amdocs under SECTION 20.1(b)
for failure to pay amounts due under this Agreement,
Amdocs may require SBC to pay in advance for
Termination Assistance Services provided or performed
under this SECTION 4.4. [**] Amdocs shall provide
Termination Assistance Services [**]; provided that,
[**], all such Termination Assistance Services shall
be performed subject to and in accordance with the
terms and conditions of this Agreement.
(4) PERFORMANCE. To the extent SBC requests Termination
Assistance Services, such Services shall be provided
subject to and in accordance with the terms and
conditions of this Agreement. Amdocs shall perform
the Termination Assistance Services with at least the
same degree of accuracy, quality, completeness,
timeliness, responsiveness and resource efficiency as
it provided and was required to provide the same or
similar Services during the term of this Agreement.
[**] of this Agreement as to [**] and shall [**]
until such time [**] pursuant to this SECTION 4.4,
and further provided that [**] the Termination
Assistance Services, [**].
(b) SCOPE OF SERVICE. As part of the Termination Assistance
Services, Amdocs will timely transfer the control and
responsibility for all information technology functions and
Services previously performed by or for Amdocs to SBC and/or
SBC's designees by the execution of any documents reasonably
necessary to effect such transfers. Additionally, Amdocs shall
provide any and all reasonable assistance requested by SBC:
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Agreement No.02026409
(i) to assist SBC in operating the Systems
efficiently;
(ii) to minimize the interruption or adverse
effect of the termination or expiration of this
Agreement;
(iii) to transfer the Services to SBC and/or its
designee(s) in an orderly fashion
In addition, in connection with such termination or
expiration, Amdocs will provide the following assistance and
Services at SBC's direction:
(1) GENERAL SUPPORT. Amdocs shall, at SBC's request (i)
assist SBC in developing a written transition plan
for the transition of the Services to SBC or SBC's
designee, which plan shall include capacity planning,
facilities planning, human resources planning,
telecommunications planning and other planning
necessary to effect the transition, (ii) perform
programming and consulting services as requested to
assist in implementing the transition plan, (iii)
train personnel designated by SBC in the use of any
Equipment, Software, Systems, Materials or tools used
in connection with the provision of the Services,
(iv) catalog all Software, SBC Data, Equipment,
Materials and tools used to provide the Services, (v)
provide machine readable and printed listings and
associated documentation for source code for Software
owned by SBC and source code to which SBC is entitled
under this Agreement (to the extent such source code
has been made available to Amdocs and is required or
necessary for the performance of the Services) and
assist in its re-configuration, (vi) analyze and
report on the space required for the SBC Data and the
Software needed to provide the Services, (vii) assist
in the execution of a parallel operation, data
migration and testing process, (viii) create and
provide copies of the SBC Data in Amdocs' control or
possession in the format and on the media reasonably
requested by SBC provide a complete and up-to-date,
electronic copy of the Policy and Procedures Manual
in the format and on the media reasonably requested
by SBC, and (ix) provide other technical assistance
as requested by SBC. [**].
(2) [**] of this Agreement [**]): (i) subject to the
following two sentences, any [**] (which shall
include all [**] from any SBC Site or any location to
which Amdocs relocates Services previously performed
at an SBC Site) within the 12-month period prior to
the expiration or termination date; and (ii) any
[**]) shall [**] services (i.e., - [**]) for the
[**]. SBC and Amdocs [**] shall be [**]. Amdocs shall
[**] and shall[**], if any, [**]. SBC
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except by written agreement.
Agreement No.02026409
[**] shall have [**]. SBC shall [**] that is [**]
under this Agreement. [**] after the Term, Amdocs
[**] or [**] by Amdocs
(3) [**]SOFTWARE. Subject to and in accordance with the
provisions of SECTION 14.6 and SECTION 6.4(c), Amdocs
shall provide, and hereby grants to, SBC, the
Eligible Recipients and/or SBC's designee certain
license, sublicense and/or other rights to certain
Software and other Materials used by Amdocs, Amdocs
Affiliates or Subcontractors in performing the
Services, including, where SBC had the right thereto,
[**] to such Software or other Materials [**]. Such
Software and other Materials shall be transferred in
Good Working Order as of the expiration or
termination date or the completion of any Services
requiring such Software and other Materials requested
by SBC under SECTION 4.4(b)(7), whichever is later.
(4) [**] the Services (which shall include [**]). Such
[**], as of the [**] requiring such [**]. Amdocs
shall [**] so as to be [**], or for [**] to be
provided [**]. In the case of [**], Amdocs shall
[**]. Such [**], the Parties shall [**]. In the case
of [**], Amdocs shall [**] that the [**] thereunder
have been made [**] at the time.
(5) [**]. Amdocs shall [**] on the Commencement Date,
[**]. [**] shall be [**] of any [**].
(6) AMDOCS SUBCONTRACTS AND THIRD PARTY CONTRACTS. Amdocs
shall inform SBC of Third Party Contracts used by
Amdocs, Subcontractors or Amdocs Affiliates to
perform the Services. Subject to SECTION 6.4(c),
Amdocs shall, at SBC's request, cause any such
Subcontractors or Amdocs Affiliates to permit SBC or
its designees to assume prospectively any or all such
contracts or to enter into new contracts with SBC or
its designees [**]. Amdocs shall, to the maximum
extent possible, so assign the designated
subcontracts and Third Party Contracts to SBC or its
designee as of the expiration or termination date or
the completion of any Termination Assistance Services
requiring such subcontracts or Third Party Contracts
requested by SBC under SECTION 4.4(b)(7), whichever
is later. [**]. Amdocs shall (i) represent and
warrant that it is not in default under such
subcontracts and Third Party Contracts, (ii)
represent and warrant that all payments thereunder
through the date of assignment are current, (iii)
represent and warrant that no payments or charges
shall be payable by SBC to Amdocs (or such third
party contractor) for benefits or services received
by Amdocs under such subcontracts and Third Party
Contracts prior to the date of assignment, and (iv)
notify SBC of any Subcontractor or third party
contractors defaults with respect to such
subcontracts and Third Party Contracts of which it is
aware at the time.
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Agreement No.02026409
(7) EXTENSION OF SERVICES. During the period set forth in
SECTION 4.4(a)(1) SECTION 4.4(A)(2), Amdocs shall
provide to the Eligible Recipient(s), at SBC's
request, any or all of the Services being performed
by Amdocs prior to the expiration or termination
date. [**], SBC will [**] would have been[**] for
such Services [**] of the Services be provided [**]
SBC will [**] of the Services [**].
(8) RATES AND CHARGES. [**] in accordance with this
Agreement, SBC shall pay Amdocs [**]. To the extent
[**] Amdocs Personnel (provided, however that Amdocs
[**] there will be [**] be provided by Amdocs [**] to
be performed by Amdocs, [**].
(9) REPRESENTATION AND WARRANTY. Amdocs represents and
warrants that (a) the Software and Equipment to be
offered to SBC under this SECTION 4.4(b) will be the
same or substantially the same Software and Equipment
that will have been used by Amdocs immediately prior
to the expiration or termination date or the
completion of any Services requiring such Software or
Equipment requested by SBC under Section 4.4(b)(8),
whichever is later, and that will be required and
relevant in order for SBC or its designee to provide
the Services as of such date, and (b) such Software
and Equipment, shall be sufficient on the date all
Services are completed under this Agreement for SBC
or its designee to provide the Outsourcing Services
to be provided on such date.
(c) SURVIVAL OF TERMS. This SECTION 4.4 shall survive
termination/expiration of this Agreement.
4.5 USE OF THIRD PARTIES.
(a) [**]. Nothing in this Agreement [**], and notwithstanding
anything to the contrary contained herein, this Agreement [**]
described in this Agreement [**] in this Agreement [**] as set
forth in this SECTION 20.6.
(b) AMDOCS COOPERATION. Amdocs shall fully cooperate with and work
in good faith with SBC or SBC Third Party Contractors as
described in SCHEDULE E or requested by SBC [**]. Such
cooperation shall include: (i) timely providing access to any
facilities being used to provide the Services, as necessary
for SBC personnel or SBC Third Party Contractors to perform
the work assigned to them; (ii) timely providing reasonable
electronic and physical access to the business processes and
associated Equipment, Software [**] and/or Systems to the
extent necessary and appropriate for SBC personnel or SBC
Third Party Contractors to perform the work assigned to them;
(iii) timely providing written requirements,
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RESTRICTED - PROPRIETARY INFORMATION
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
standards, policies or other documentation for the business
processes and associated Equipment, Software or Systems
procured, operated, supported or used by Amdocs in connection
with the Services; (iv) [**]; or (v) any other cooperation or
assistance reasonably necessary for SBC personnel or SBC Third
Party Contractors to perform the work in question. SBC
personnel and SBC Third Party Contractors shall comply with
Amdocs' security and confidentiality requirements, and shall,
to the extent performing work on Software, Equipment or
Systems for which Amdocs has operational responsibility,
comply with Amdocs' standards, methodologies, and procedures.
(c) NOTICE BY AMDOCS. Amdocs shall immediately notify SBC when it
becomes aware that an act or omission of SBC or an SBC Third
Party Contractor will cause, or has caused, a problem or delay
in providing the Services, and shall use commercially
reasonable efforts to work with SBC and the SBC Third Party
Contractor to prevent or circumvent such problem or delay.
Amdocs shall cooperate with SBC and SBC Third Party
Contractors to resolve differences and conflicts arising
between the Services and other activities undertaken by SBC or
SBC Third Party Contractors. If, despite the foregoing efforts
of Amdocs and SBC, Amdocs' performance of the Services is
adversely impacted by the performance of work by SBC or any
such SBC Third Party Contractor on any Software or Equipment,
Amdocs' failure to perform its responsibilities under this
Agreement (including its responsibility for associated Service
Level [**]) [**] during such period [**] (i) Amdocs' providing
SBC reasonable notice in writing of any such Amdocs
non-performance or anticipated inability to perform, and (ii)
Amdocs' continuing to use commercially reasonable efforts to
perform the Services or perform a work around for such acts or
omissions. [**] Amdocs [**] that Amdocs [**], SBC shall [**]
Amdocs [**] by Amdocs [**], provided that, (i) Amdocs [**];
and (ii) Amdocs [**].
4.6 TESTING AND ACCEPTANCE TEST PROCEDURES.
(a) TESTING. At the end [**] and in accordance with the
Modernization Plan and [**] in accordance with such Order,
SBC, with Amdocs' cooperation and support shall conduct
Testing of the Deliverables thereunder (and with respect to
[**], the Amdocs System) to determine if such Amdocs System
and Deliverables are in Compliance. If any Testing reveals any
Noncompliance, Amdocs shall (i) remedy such Noncompliance as
promptly as reasonably possible; (ii) resubmit the Amdocs
System or Deliverable for review and Testing; and (iii)
ensure, until Acceptance of such Modernization Milestone, that
the existing SBC Systems to be replaced pursuant to the
Modernization Milestone continue to provide the Services [**].
The Parties will work together to agreed upon a Schedule to
remedy, within [**], the Noncompliance (or such other
commercially reasonable
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Agreement No.02026409
time period agreed to by the Governance Team) after the
earlier of: (i) notice of Noncompliance from SBC; or (ii)
Amdocs' discovery of such Noncompliance. The cost of any
cooperation, support or remedial action or additional Testing
required under this SECTION 4.6(a) shall be [**] under
this[**]Agreement, [**]. Any extension by SBC of the
Acceptance Test Period (not caused or the result of
Noncompliance caused by Amdocs) and the resulting impact of
such extension of the Acceptance Testing Period (including on
Amdocs' Schedule of delivery of future Modernization
Milestones) shall be subject to the provisions of SECTION 9.5.
Amdocs shall provide SBC with an estimate of such impact.
Amdocs shall not be deemed to have failed to meet any
Modernization Milestone to the extent such failure is caused
by SBC's extension of an Acceptance Test Period excluding
incidents caused by or the result of Noncompliance caused by
Amdocs. [**], Amdocs shall [**] pursuant to [**].
(b) ACCEPTANCE PROCEDURES. During the testing period set forth in
Schedule A (or the applicable order) SBC shall test
deliverable(s) after receipt of the notice of completion for
such deliverable(s) ("Acceptance Test Period"). If the
deliverables successfully complete the acceptance tests during
the acceptance test period, SBC shall indicate its written
acceptance thereof and deliver such acceptance to Amdocs. In
no event will [**]. Any disputes regarding compliance of
deliverables shall be referred for resolution to the
escalation process set forth in Part 5 of Schedule E, [**].
For the avoidance of doubt, [**]
4.7 ON-SITE SUPPORT.
Amdocs shall [**] in accordance with [**] to the Commencement Date.
5. [**].
5.1 AMDOCS RESPONSIBILITY.
[**], Amdocs shall assume primary responsibility for all administrative
activities necessary to obtain [**]. SBC will cooperate with and assist
Amdocs in obtaining the [**] by executing certain written
communications and other documents prepared or provided by Amdocs and
SBC. [**]l, Amdocs shall [**] Amdocs has [**].
5.2 FINANCIAL RESPONSIBILITY.
The responsibility for [**] and/or [**] shall be [**], and the parties
[**].
5.3 CONTINGENT ARRANGEMENTS.
[**], Amdocs and SBC [**], then, [**], Amdocs shall [**] as are
necessary [**] SBC and Amdocs[**] following the Commencement Date, then
[**] SBC shall [**] and/or [**], and any [**] to SBC[**] to SBC [**]
SBC to [**] Amdocs. [**]SBC [**] responsibility
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The information contained herein is for use by authorized employees of SBC,
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
for such Services, [**]SBC may [**] Amdocs [**] SBC [**] SBC to [**].
[**] shall be as set forth [**] SBC [**] for all purposes. [**] for
which [**] SBC. Except as otherwise expressly provided herein, [**]
under this Agreement.
6. FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH
THE PROVISION OF SERVICES.
6.1 SERVICE FACILITIES.
(a) SERVICE FACILITIES. The Services shall be provided at or from
(i) the SBC Facilities described on SCHEDULE O.1, (ii) the
service locations owned or leased by Amdocs and described on
SCHEDULE O.2, each of which must be approved in advance by
SBC, or (iii) any other service location approved by Amdocs
and SBC.
(b) SBC FACILITIES. SBC shall provide Amdocs with the use of and
access to the SBC Facilities (or equivalent space) described
in SCHEDULE O.1 for the periods specified therein solely as
necessary for Amdocs to perform its obligations under this
Agreement, to perform other services for SBC and its
Affiliates and Amdocs' general internal administrative
activities (e.g., corporate human resources and legal
services). Amdocs [**] after the Commencement Date. Amdocs
shall [**]. SBC shall [**] in connection with [**].
Notwithstanding the foregoing, Amdocs shall [**] with Amdocs,
and shall [**] provided for [**] under this Agreement shall
[**]. In addition, [**] Amdocs shall [**]. Amdocs [**] on the
Commencement Date, [**] will be provided to Amdocs [**],
Amdocs [**] of this Agreement [**]; provided, however, that
[**]. EXCEPT AS OTHERWISE SET FORTH HEREIN [**] BY AMDOCS,
[**].
(c) NO LEASE. This Agreement is a services agreement and is not
intended to and will not constitute a lease of any real
property. Amdocs: (i) has been granted only a license to
occupy the SBC Facilities; (ii) has not been granted any real
property interest in the SBC Facilities; and (iii) [**].
(d) CHANGES TO LEASE TERMS. [**] Amdocs [**], SBC shall [**],
subject to the [**] from, and the [**], Amdocs shall [**] to
Amdocs hereunder [**].
(e) FURNITURE, FIXTURES AND EQUIPMENT. The office facilities
provided by SBC for the use of Amdocs Personnel will be
maintained in good working order and will be generally
comparable to the office space occupied by (i) the
Transitioned Employees prior to the Commencement Date or (ii)
the then-standard office space occupied by similarly situated
SBC employees. Amdocs shall be permitted to use the office
furniture being used by the Transitioned Employees as of the
Commencement Date to furnish such office space. [**] for
providing all other
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The information contained herein is for use by authorized employees of SBC,
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
office furniture and fixtures needed by Amdocs or Amdocs
Personnel (including Transitioned Employees) to provide the
Services, and for all upgrades, replacements and additions to
such furniture or fixtures; provided that such furniture and
fixtures must be [**] by SBC and meet SBC's then-current
standards; and provided further that Amdocs shall use
commercially reasonable efforts to purchase and use [**], if
[**] to other furniture and fixtures reasonably and
commercially [**]. Amdocs Personnel using the office
facilities provided by SBC will be accorded reasonable access
to the communications wiring in such facilities (including
fiber, copper and wall jacks) and the use of certain shared
office equipment and services, such as photocopiers, local and
long distance telephone service for SBC-related (domestic
U.S.A.) calls, telephone handsets, mail service, office
support service (e.g., janitorial), heat, light, and air
conditioning ("UTILITY RESOURCES"); [**]. SBC shall notify
Amdocs if SBC believes [**]. The allocation between the
Parties of responsibility for any [**].
(f) DATA CENTER [**]. SBC shall provide, and Amdocs shall obtain
from SBC and use, the [**] provided by SBC at the [**] as set
forth in SCHEDULE I. The SBC [**] shall include the SBC
owned/managed [**], including [**]. In connection with
providing the SBC [**], SBC shall provide, and Amdocs shall
obtain from SBC and use, SBC's personnel to provide on site,
[**]). Amdocs personnel will be responsible for [**]).
(g) AMDOCS' USE OF SBC IT [**]. Access to the Amdocs System
located in the [**] environment for Amdocs Personnel will be
limited by [**]. Amdocs Personnel will not be permitted to
[**]. Amdocs will retain overall responsibility for the
integrity of the Amdocs System residing in the SBC IT Managed
Data Center environment. SBC will retain overall
responsibility for the SBC IT Managed Data Center environment,
the connection to that environment and the integrity of that
environment. Amdocs' administrative and/or personnel's use and
access to the environment will be [**]. While access will be
[**], Amdocs will be provided access as required for Amdocs
[**] and for Amdocs to be able to [**]. No Amdocs Personnel
will be located [**] at the SBC IT [**]. SBC will [**] as
needed for Amdocs' Personnel, vendors or other entities
needing [**] to the Amdocs System in the [**]. Amdocs will
provide and maintain [**] of Amdocs Personnel and/or vendors
requiring [**].
(h) AMDOCS' USE OF SBCDO [**]. Access to the [**] located in the
SBCDO [**] environments for Amdocs Personnel will be permitted
but Amdocs will be required to adhere to SBC Rules governing
[**]. Amdocs Personnel will not be permitted to [**]. Amdocs
will retain overall responsibility for the [**] of the [**].
SBC will retain overall responsibility for the SBCDO [**].
Amdocs' administrative and/or Amdocs Personnel's use and
access to the environments
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The information contained herein is for use by authorized employees of SBC,
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
will be [**]. Amdocs will be provided [**] as required for
Amdocs to ensure the [**]. Amdocs Personnel will be located
[**] at the SBCDO [**]. SBC will [**] as needed for Amdocs'
Personnel, vendors or other entities needing [**] the SBCDO
[**] to provide other services to the [**]. Amdocs will
provide and maintain an [**] to SBC of Amdocs Personnel and/or
vendors requiring [**].
(i) AMDOCS' RESPONSIBILITIES REGARDING [**]. To the extent any
Equipment provided or used by Amdocs or Amdocs Personnel
(except for SBC Provided Equipment) is connected directly to
the [**], such Equipment shall be (i) subject to [**] by SBC,
(ii) in strict compliance with [**], and (iii) in strict
compliance with [**]. Amdocs shall not [**].
(j) AMDOCS' RESPONSIBILITIES. Except as provided in SECTIONS
6.1(a), (b), (e), (f), (g) and (h) and SECTION 6.5, Amdocs
shall be responsible for providing all furniture, fixtures,
equipment, space and other facilities required to perform the
Services and all upgrades, improvements, replacements and
additions to such furniture, fixtures, equipment, space and
facilities. Without limiting the foregoing, Amdocs shall (i)
provide all maintenance, site management, site administration
and similar services for the Amdocs owned or controlled
facilities, and (ii) provide uninterrupted power supply
services for the designated Software, Equipment, Systems at
the Amdocs owned or controlled facilities.
(k) PHYSICAL SECURITY. SBC is responsible for the physical
security of the SBC Facilities and Sites; provided, that
Amdocs shall be responsible for the safety and physical access
and control of the areas that Amdocs is using in performing
the Services (excluding the SBC IT Managed Data Centers, the
SBCDO Managed Data Centers) and Amdocs shall not permit any
person to have access to, or control of, any such area unless
such access or control is permitted in accordance with control
procedures approved by SBC or any higher standard agreed to by
SBC and Amdocs (all to the extent that SBC provides Amdocs the
physical ability to limit access and control over such areas).
Amdocs shall be solely responsible for compliance by Amdocs
Personnel with such control procedures, including obtaining
advance approval to the extent required.
(l) SECURITY. Except as provided in SECTION 6.1(j), Amdocs shall
maintain and cause Amdocs Personnel to adhere to the
operational, safety and security standards, requirements and
procedures then in effect at the SBC Facilities described in
SECTION 6.1(a), as such standards, requirements and procedures
may be modified by SBC from time to time (to the extent Amdocs
has received written notice of such standards, requirements
and procedures or modifications thereof).
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Agreement No.02026409
(m) EMPLOYEE SERVICES. Subject to applicable security
requirements, SBC will permit Amdocs Personnel to use certain
employee facilities [**] at the SBC Facilities that are [**].
The employee facilities in question [**] of Amdocs Personnel's
permitted use shall be specified in writing by SBC and shall
be subject to modification [**]. Amdocs Personnel will not be
permitted to use employee facilities designated by SBC [**]USE
OF SBC FACILITIES. Unless Amdocs obtains SBC's prior written
agreement, which may be withheld by SBC in its sole
discretion, Amdocs shall use the SBC Facilities, and the
Equipment and Software located therein, [**] to SBC, SBC
Affiliates and the Eligible Recipients, [**]. SBC reserves the
right, upon at least [**], to relocate an SBC Facility from
which the Services are then being provided by Amdocs to
another geographic location; provided that, in such event,
[**]. In such event, SBC shall [**]; provided that Amdocs
notifies SBC of such [**], obtains SBC's approval prior to
[**]; and uses commercially reasonable efforts to [**]. SBC
also reserves the right to direct Amdocs to [**] provided by
Amdocs and to thereafter [**]. In such event, any [**]
provided that Amdocs notifies SBC of such [**], obtains SBC's
approval prior to [**].
(n) CONDITIONS FOR RETURN. Upon any vacation by Amdocs of SBC
Facilities, Amdocs shall return such SBC Facilities (including
any improvements to such facilities made by or at the request
of Amdocs) to SBC in substantially the same condition as when
such facilities were first provided to Amdocs, subject to
reasonable wear and tear and any improvements to such
facilities made by or at the request of Amdocs; provided,
however, that Amdocs shall not be responsible for the acts of
SBC or its personnel or subcontractors (other than Amdocs and
its Subcontractors and Affiliates) causing damage to such
facilities.
(o) NO VIOLATION OF LAWS. Amdocs shall (i) treat, use and maintain
the SBC Facilities in a reasonable manner, and (ii) ensure
that neither Amdocs nor any of its Subcontractors commits, and
use all reasonable efforts to ensure that no third party
commits, any act in violation of any Laws in such Amdocs
occupied SBC Facility or any act in violation of SBC's
insurance policies or in breach of SBC's obligations under the
applicable real estate leases in such Amdocs occupied SBC
Facilities (in each case, to the extent Amdocs has received
notice of such insurance policies or real estate leases or
should reasonably be expected to know of such obligations or
limitations).
(p) ASSET INVENTORY REPORT AND MANAGEMENT SYSTEM. Amdocs shall
complete development of the Asset Inventory Management System
by the end of the [**] period after the Commencement Date.
Amdocs shall provide SBC with [**] access to the Asset
Inventory Management System. In the interim, Amdocs shall
provide to SBC upon each anniversary of the Effective Date a
full written
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Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
inventory in electronic format of all Equipment and Software
used by Amdocs to provide the Services or for which Amdocs has
administrative or financial responsibility in connection with
this Agreement.
6.2 USE OF AMDOCS FACILITIES.
During the term of this Agreement, Amdocs will provide to SBC [**] (i)
reasonable use of Amdocs facilities at Amdocs sites where the Services
are being performed and (ii) access to reasonable work/conference space
at Amdocs sites where the Services are being performed, for the conduct
of SBC's activities related to this Agreement.
6.3 SBC RULES/EMPLOYEE SAFETY.
(a) SBC RULES AND COMPLIANCE. In performing the Services and using
the SBC Sites, Amdocs shall observe and comply with all SBC
policies, rules and regulations applicable to SBC Sites or the
provision of the Services, including those set forth on
SCHEDULE E.3 and those applicable to specific SBC Sites, all
as have been provided to Amdocs in writing (collectively, "SBC
RULES"). The Parties acknowledge and agree that, as of the
Commencement Date, SBC has fully informed Amdocs as to the SBC
Rules, as provided through SCHEDULE E.3 and has provided
Amdocs complete copies of the SBC Rules. Amdocs shall be
responsible for the promulgation and distribution of SBC Rules
to Amdocs Personnel as and to the extent necessary and
appropriate. Additions or modifications to the SBC Rules may
be communicated by SBC in writing to Amdocs or Amdocs
Personnel or may be made available to Amdocs or Amdocs
Personnel by posting at an SBC Site, electronic posting or
other means generally used by SBC to disseminate such
information to its employees or contractors. Amdocs and Amdocs
Personnel shall observe and comply with such additional or
modified SBC Rules. To the extent that any such additions or
modifications materially increase Amdocs' aggregate costs in
performing the Services or Amdocs' responsibilities hereunder,
the Parties will address such impact through the provisions
applicable to New Services under SECTION 9.5.
(b) HEALTH AND SAFETY COMPLIANCE. Amdocs and Amdocs Personnel
shall familiarize themselves with the premises and operations
at each SBC Site at or from which Services are rendered and
the SBC Rules applicable to each such Site. Upon Amdocs'
request, SBC shall provide Amdocs with the Material Safety
Data Sheets (MSDSs) for any hazardous chemical, as that term
is defined under the Occupational Health and Safety Act
(OSHA), present at any SBC Site. Amdocs is hereby notified
that SBC Sites constructed prior to 1981 contain asbestos
containing materials (ACM) and/or presumed ACM (PACM) and may
also contain both natural and artificial conditions and
activities involving risk of harm.
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
Should Amdocs' performance of Services require Amdocs
Personnel to disturb or contact ACM/PACM for which SBC has no
immediate plans to disturb or contact for other purposes,
[**]:
(i) Contacting the appropriate SBC representative
responsible for the SBC Site to determine the
presence, location, and quantity of ACM/PACM that
Amdocs Personnel may reasonably be expected to work
in or adjacent to;
(ii) Informing Amdocs Personnel of the presence, location,
and quantity of ACM/PACM present in the SBC Site that
Amdocs Personnel may reasonably be expected to work
in or adjacent to and the precautions to be taken to
insure that airborne ACM/PACM is confined to the
identified ACM/PACM area;
(iii) Informing the appropriate SBC representative
responsible for the SBC Site and other employers or
employees at the SBC Site of the presence, location,
and quantity of any newly discovered ACM/PACM
identified by Amdocs within twenty-four (24) hours of
its discovery; and
(iv) Taking necessary safety precautions for Amdocs
Personnel and assuring a safe place for performance
of Services.
When performing Services at SBC Sites in California, Amdocs
shall issue warnings in accordance with the California Safe
Drinking Water and Toxic Enforcement Act of 1986 ("Proposition
65") to SBC personnel and the public at such SBC Sites for
exposure to chemicals covered by Proposition 65 introduced by
Amdocs or Amdocs Personnel to such SBC Sites. Such warnings
may take the form of, but not be limited to, a MSDS for each
such chemical.
VENDOR IS HEREBY WARNED IN ACCORDANCE WITH PROPOSITION 65 THAT
EXPOSURE TO CHEMICALS MAY OCCUR AT SBC SITES. If requested,
SBC shall make available to Amdocs and Amdocs Personnel a MSDS
for chemicals covered by Proposition 65, if any, at SBC Sites
in California, where Amdocs is providing Services. SBC shall
also issue any additional Proposition 65 warnings required by
Proposition 65 for exposure to chemicals introduced by SBC or
SBC personnel to SBC Sites to Amdocs Personnel and the public
when Amdocs Personnel are performing Services in SBC Sites in
California. Amdocs shall issue appropriate warnings to inform
and educate Amdocs Personnel entering SBC Sites of the above
information in accordance with Environmental Laws. SBC and
Amdocs shall cooperate on such warnings.
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The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
6.4 SOFTWARE.
(a) FINANCIAL RESPONSIBILITY. Each Party shall be responsible for
any third party fees or expenses on or after the Commencement
Date associated with the provision of the Services described
in this Agreement with respect to Software and related Third
Party Contracts for which such Party is financially
responsible under SCHEDULES E and E.1. Each Party also shall
be responsible for any third party fees or expenses on or
after the Commencement Date associated with new, substitute or
replacement Software or related Third Party Contracts
(including upgrades, enhancements, new versions or new
releases of such Software) for which such Party is financially
responsible under SCHEDULES E and E.1. With respect to
Software licenses and related Third Party Contracts that are
transferred to Amdocs by SBC or for which Amdocs otherwise
assumes financial responsibility under this Agreement,
including those listed on SCHEDULES F.2 and F.3, Amdocs shall
(i) pay all amounts becoming due under such licenses or
related Agreements, and all related expenses (including any
maintenance and/or support charges) relating to periods on or
after the Commencement Date; (ii) rebate to SBC any prepayment
of such amounts in accordance with SECTION 11.8(a); (iii) [**]
on or after the Commencement Date; and (iv) be responsible for
curing any defaults in Amdocs' performance under such licenses
or contracts on or after the Commencement Date.
(b) OPERATIONAL RESPONSIBILITY. With respect to Software and
related Third Party Contracts for which Amdocs is
operationally responsible under SCHEDULES E and E.1, subject
to the provisions of SECTION 18.2(f) Amdocs shall be
responsible for (i) the evaluation, procurement, testing,
installation, rollout, use, support, management,
administration, operation and maintenance of such Software and
related Third Party Contracts; (ii) the evaluation,
procurement, testing, installation, rollout, use, support,
management, administration, operation and maintenance of new,
substitute or replacement Software and related Third Party
Contracts (including upgrades, enhancements, new versions or
new releases of such Software); (iii) the performance,
availability, reliability, compatibility and interoperability
of such Software, in accordance with this Agreement, [**];
(iv) the compliance with and performance of all operational,
administrative and contractual obligations specified in such
licenses and contracts; (v) the administration and exercise as
appropriate of all rights available under such licenses and
agreements; and (vi) [**] under such Software Licenses [**]
under this SECTION 6.4(b) (except to the extent that such
failure [**].
(c) RIGHTS UPON EXPIRATION/TERMINATION. With respect to all Amdocs
licensed Third Party Software and related Third Party
Contracts (including maintenance and support agreements for
Software), Amdocs shall use all commercially
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The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
reasonable efforts to (i) obtain for SBC, the Eligible
Recipients and SBC's designees (solely for such SBC designees'
use for SBC and the Eligible Recipients and subject to
reasonable confidentiality terms) the license, sublicense,
assignment and other rights specified in SECTION 4.4(b)(3) on
a perpetual basis, (ii) ensure that [**], [**], (iii) ensure
that [**] to Amdocs, and at least sufficient for the [**] the
Services, as well as the [**], and (iv) ensure that [**] of
this Agreement [**] by Amdocs [**] or [**]. If Amdocs is [**]
Amdocs to [**]. SBC shall [**] available for an [**] for the
product to be obtained [**].
(d) EVALUATION OF THIRD PARTY SOFTWARE. In addition to its
obligations under SECTION 6.4(a) and (b) and in order to
facilitate SBC's control of architecture, standards and plans
pursuant to SECTION 9.4, Amdocs shall use all commercially
reasonable efforts to evaluate a reasonable number on annual
basis of Third Party Software selected by or for SBC to
determine whether such Software will adversely affect SBC's
operational environment and/or Amdocs' ability to provide the
Services. Amdocs shall complete and report the results of such
evaluation to SBC promptly, taking into consideration any
applicable pressing business need or emergency situation.
(e) [**]. With respect to all products and services procured by
Amdocs [**] during the course of performing the Services,
Amdocs shall use all commercially available efforts to [**]
such products and services (including [**]) except to the
extent otherwise agreed by SBC. If Amdocs is [**], it shall
[**].
6.5 EQUIPMENT.
(a) SBC PROVIDED EQUIPMENT. SBC shall provide Amdocs (at no
additional charge to Amdocs) with the use of the SBC owned and
leased Equipment identified on SCHEDULE O.3 (collectively, the
"SBC PROVIDED EQUIPMENT") for the periods specified in such
Schedule solely for and in connection with the provision of
the Services. Notwithstanding the foregoing, except as
provided in this Section and SECTIONS 6.5(A) and SECTION
6.1(a), (b) and (e), Amdocs shall (i) be responsible for
providing all Equipment required to perform the Services and
all upgrades, improvements, replacements and additions
thereto; and (ii) [**]. Upon the expiration of the period
specified in SCHEDULE O.3 for each item of SBC Provided
Equipment (or when such SBC Provided Equipment is no longer
required by Amdocs for the performance of the Services),
Amdocs shall promptly return such SBC Provided Equipment to
SBC in substantially the same condition (as it may have been
modified or improved by Amdocs with SBC's approval) as when
such SBC Provided Equipment was first provided to Amdocs,
subject to reasonable wear and tear. THE SBC PROVIDED
EQUIPMENT IS PROVIDED BY SBC TO AMDOCS IN GOOD WORKING ORDER,
[**]. EXCEPT AS
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The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
OTHERWISE SET FORTH HEREIN, SBC EXPRESSLY DISCLAIMS ANY
WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE SBC PROVIDED
EQUIPMENT, OR ITS CONDITION [**].
(b) FINANCIAL RESPONSIBILITY. Each Party shall be responsible for
third party fees or expenses (including maintenance and/or
support charges, if any) on or after the Commencement Date
associated with Equipment, Equipment Leases and related Third
Party Contracts for which such Party is financially
responsible under SCHEDULES E and E.1. Each Party also shall
be responsible for any third party fees or expenses relating
to periods on or after the Commencement Date associated with
new, substitute or replacement Equipment, Equipment leases or
related Third Party Contracts (including upgrades,
enhancements or new releases of such Equipment) for which such
Party is financially responsible under SCHEDULES E and E.1.
With respect to Equipment, Equipment Leases and related Third
Party Contracts that are transferred to Amdocs by SBC or for
which Amdocs otherwise assumes responsibility under this
Agreement, including the Equipment Leases and Third Party
Contracts listed on SCHEDULES F.1 and F.2, Amdocs shall (i)
pay all amounts becoming due with respect to such Equipment,
leases or agreements, and all related expenses (including pro
rata maintenance and/or support fees, if any), for periods on
or after the Commencement Date; (ii) rebate to SBC any
prepayment of such amounts in accordance with SECTION 11.8(a);
(iii) [**] after the Commencement Date; and (iv) be
responsible for curing any defaults in Amdocs' performance
with respect to such Equipment, leases or agreements on or
after the Commencement Date.
(c) OPERATIONAL RESPONSIBILITY. With respect to Equipment,
Equipment Leases and related Third Party Contracts for which
Amdocs is operationally responsible under SCHEDULES E and E.2,
subject to the provisions of SECTION 18.2(f) Amdocs shall be
responsible for (i) the evaluation, procurement, testing,
installation, rollout, use, support, management,
administration, operation and maintenance of such Equipment,
Equipment Leases and related Third Party Contracts; (ii) the
evaluation, procurement, testing, installation, rollout, use,
support, management, administration, operation and maintenance
of new, substitute or replacement Equipment, Equipment Leases
and related Third Party Contracts; (iii) the performance,
availability, reliability, compatibility and interoperability
of the Equipment and related Third Party Contracts, each in
accordance with this Agreement, [**]; (iv) the compliance with
and performance of all operational, administrative and
contractual obligations with respect to such Equipment, leases
and contracts, including nondisclosure obligations (to the
extent under Amdocs' supervision or control); (v) the
administration and exercise as appropriate of all rights
available with respect to such Equipment or agreements; and
(vi) the [**] obligations under this SECTION 6.5(c) [**]
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The information contained herein is for use by authorized employees of SBC,
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
(d) RIGHTS UPON EXPIRATION/TERMINATION. With respect to all [**]
to be used to provide the Services, Amdocs shall use all
commercially reasonable efforts to (i) [**] in SECTION
4.4(b)(4), (ii) ensure that the [**], (iii) ensure that the
[**], and (iv) ensure that [**] of this Agreement [**]. Except
as specifically set forth in this Agreement, Amdocs shall
[**]. If Amdocs is [**] Amdocs to [**]). SBC shall [**] for
the product to be obtained [**]
(e) EVALUATION OF THIRD PARTY EQUIPMENT. In addition to its
obligations under SECTION 6.5(b) and (c) and in order to
facilitate SBC's control of architecture, standards and plans
pursuant to SECTION 9.4, Amdocs shall use all commercially
reasonable efforts to evaluate a reasonable number on annual
basis of Equipment selected by or for SBC to determine whether
such Equipment will adversely affect SBC's operational
environment and/or Amdocs' ability to provide the Services.
Amdocs shall complete and report the results of such
evaluation to SBC promptly, taking into consideration any
applicable pressing business need or emergency situation.
(f) [**]. With respect to all products and services procured by
Amdocs [**] during the course of performing the Services,
Amdocs shall use all commercially reasonable efforts to [**]
such products and services [**] except to the extent otherwise
agreed by SBC. If Amdocs is [**], it shall [**].
6.6 THIRD PARTY CONTRACTS.
(a) FINANCIAL RESPONSIBILITY. In addition to the Third Party
Contracts identified in SECTIONS 6.3(a) and 6.5 and SCHEDULE
E, Amdocs shall be responsible for any third party fees or
expenses on or after the Commencement Date associated with
Third Party Contracts (excluding Third Party Contracts
administered by Amdocs on a pass through basis, which are
addressed in SECTION 11.2) used by Amdocs to provide the
Services. Each Party also shall be responsible for any third
party fees or expenses (including maintenance and/or support
charges) on or after the Commencement Date associated with
new, substitute or replacement Third Party Contracts for which
such Party is financially responsible under SCHEDULES E and
E.1. With respect to Third Party Contracts that are
transferred to Amdocs by SBC or for which Amdocs otherwise
assumes financial responsibility under this Agreement,
including those listed on SCHEDULE F.3, Amdocs shall (i) pay
all amounts becoming due under such licenses or related
Agreements, and all related expenses, for periods on or after
the Commencement Date; (ii) rebate to SBC any prepayment of
such amounts in accordance with SECTION 11.8(a); (iii) [**]
after the Commencement Date; and (iv) be responsible for
curing any defaults in Amdocs' performance under such
contracts on or after the Commencement Date.
(b) OPERATIONAL RESPONSIBILITY. With respect to the Third Party
Contracts identified in SECTION 6.6(a) (excluding Third Party
Contracts administered by Amdocs on a
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The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.▇▇▇▇▇▇▇▇
pass-through basis, which are addressed in SECTION 11.2), and
the services and products provided thereunder, subject to the
provisions of SECTION 18.2(f), Amdocs shall, unless the
Parties have otherwise agreed in SCHEDULE E, be responsible
for (i) the evaluation, procurement, use, support, management,
administration, operation and maintenance of such Third Party
Contracts and any new, substitute or replacement Third Party
Contracts; (ii) the performance, availability, reliability,
compatibility and interoperability of such Third Party
Contracts and the services and products provided thereunder;
(iii) the compliance with and performance of any operational,
administrative or contractual obligations imposed on SBC or
Amdocs under such Third Party Contracts, including
nondisclosure obligations (to the extent under Amdocs'
supervision or control); (iv) the administration and exercise
as appropriate of all rights available under such Third Party
Contracts; and (v) [**]obligations under this SECTION 6.6(a).
(c) RIGHTS UPON EXPIRATION/TERMINATION. With respect to [**] to be
used to provide the Services, Amdocs shall use all
commercially reasonable efforts to (i) [**] the rights
specified in SECTION 4.4(b)(6), (ii) ensure that the granting
of such rights is [**], (iii) ensure that the [**] to Amdocs
and [**], and (iv) ensure that [**] by Amdocs prior to the
date [**]. If Amdocs is [**]Amdocs to provide [**]. SBC shall
[**] for the product to be obtained [**]
(d) TELECOMMUNICATION/IP SERVICES. To the extent Amdocs uses
telecommunication services or IP-based services (e.g., IP
bandwidth) in connection with the provision of the Services or
the performance of the other obligations under this Agreement
[**].
(e) [**] With respect to all [**] services procured by Amdocs [**]
during the course of performing the Services, Amdocs shall use
all commercially reasonable efforts to [**] except to the
extent otherwise agreed by SBC. If Amdocs is [**].
6.7 ASSIGNMENT OF LICENSES, LEASES AND RELATED AGREEMENTS.
(a) ASSIGNMENT AND ASSUMPTION. On and as of the Commencement Date,
SBC shall assign to Amdocs, and Amdocs shall assume and agree
to perform all obligations related to, the Software licenses,
Equipment Leases and Third Party Contracts for which Amdocs is
financially responsible under SECTIONS 6.3(a), 6.5 and 6.6 and
SCHEDULES E and E.1, including those listed on SCHEDULES F.2,
F.3 and F.4. SBC and Amdocs shall execute and deliver a
mutually satisfactory assignment and assumption agreement with
respect to such leases, licenses and agreements, evidencing
the assignment and assumption provided for herein. SBC
represents and warrants that (i) it is not in default under
such licenses, leases and Third Party Contracts, (ii) all
payments thereunder through the date of assignment are
current, (iii) no payments or charges (including deferred
payments) shall be payable by Amdocs to SBC (or such third
party contractor) for benefits or services received by SBC
under such licenses, leases and Third Party Contracts prior to
the date of
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The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
assignment, and (iv) it is not aware of any defaults with
respect to such license, leases and Third Party Contracts.
(b) ITEMS NOT ASSIGNABLE BY COMMENCEMENT DATE. With respect to any
such Software licenses, Equipment Leases or Third Party
Contracts that can not, as of the Commencement Date, be
assigned to Amdocs without breaching their terms or otherwise
adversely affecting the rights or obligations of SBC or Amdocs
thereunder, the performance obligations shall be deemed to be
subcontracted or delegated to Amdocs until any requisite
consent, notice or other prerequisite to assignment can be
obtained, given or satisfied by Amdocs. It is understood that,
from and after the Commencement Date, Amdocs, as a
subcontractor or delegatee, shall be financially and
operationally responsible for such Software license, Equipment
Lease or Third Party Contract as SBC's agent pursuant to
SECTION 9.10(b). Amdocs shall use reasonable commercial
efforts to satisfy the consent, notice or other prerequisites
to assignment and, upon Amdocs doing so, the Software license,
Equipment Lease or Third Party Contract shall immediately be
assigned and transferred to and assumed by Amdocs.
(c) NON-ASSIGNABLE ITEMS. If, after Amdocs using all commercially
reasonable efforts for a reasonable period of time, a license,
lease or agreement still cannot be assigned without breaching
its terms or otherwise adversely affecting the rights or
obligations of SBC or Amdocs thereunder, the Parties shall
take such actions and execute and deliver such documents as
may be necessary to cause the Parties to realize the practical
effects of the allocation of responsibilities intended to be
effected by this Agreement.
(d) MODIFICATION AND SUBSTITUTION. Except as otherwise provided in
this Agreement, Amdocs may terminate, shorten or extend the
Software licenses, Equipment Leases and Third Party Contracts
for which Amdocs is financially responsible under SCHEDULES E,
E.1 and E.2 of this Agreement and may substitute or change
suppliers relating to goods or services covered thereby;
provided that, except as otherwise [**] under such Software
licenses, Equipment Leases or Third Party Contracts, (ii)
shall [**]; and (iii) shall [**] the Services. Notwithstanding
anything to the contrary herein, Amdocs shall [**], provided
that [**].
6.8 LICENSE TO SBC OWNED SOFTWARE AND THIRD PARTY SOFTWARE.
(a) LICENSE TO SBC OWNED SOFTWARE. As of the Commencement Date,
SBC hereby grants Amdocs and, to the extent necessary for
Amdocs to provide the Services, to Amdocs Affiliates or
Subcontractors designated by Amdocs that sign a written
agreement with Amdocs to be bound by all of the terms
contained herein
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The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
applicable to such Software (such agreement shall include the
terms specified in this Section as well as those pertaining to
the ownership of such Software and any derivative materials
developed by the Parties, the scope and term of the license,
the restrictions on the use of such Software, the obligations
of confidentiality, etc.) a non-exclusive, non-transferable,
royalty-free right and license during the term of this
Agreement to access, use, operate, copy and store the SBC
Owned Software for the express and sole purpose of providing
the Services. Amdocs shall have no right to the source code to
such SBC Owned Software unless and to the extent approved in
advance by SBC. SBC Owned Software shall remain the sole and
exclusive property of SBC. Amdocs and its Subcontractors shall
not (i) use any SBC Owned Software for the benefit of any
person or Entity other than SBC or the Eligible Recipients,
(ii) separate or uncouple any portions of the SBC Owned
Software, in whole or in part, from any other portions
thereof, or (iii) reverse assemble, reverse engineer,
translate, disassemble, decompile or otherwise attempt to
create or discover any source or human readable code,
underlying algorithms, ideas, file formats or programming
interfaces of the SBC Owned Software by any means whatsoever,
without the prior approval of SBC, which may be withheld at
SBC's sole discretion. Except as otherwise requested or
approved by SBC, Amdocs and its Subcontractors shall cease all
use of SBC Owned Software upon the expiration or termination
of this Agreement and the completion of any Termination
Assistance Services requested by SBC pursuant to SECTION
4.4(b)(7) and shall certify such cessation to SBC in a notice
signed by an officer of Amdocs and each applicable
Subcontractor. THE SBC OWNED SOFTWARE IS PROVIDED BY SBC TO
AMDOCS IN GOOD WORKING ORDER, [**] FOR USE BY AMDOCS TO
PROVIDE THE SERVICES.
(b) LICENSE TO THIRD PARTY SOFTWARE. Subject to [**], SBC hereby
grants to Amdocs, for the sole purpose of performing the
Services and solely to the extent of SBC's underlying rights,
the same rights of access and use as SBC possesses under the
applicable software licenses with respect to SBC licensed
Third Party Software. SBC also shall grant such rights to
Affiliates and Subcontractors designated by Amdocs if and to
the extent necessary for Amdocs to provide the Services;
provided that, [**]. Amdocs and its Subcontractors shall
comply with the duties, including use restrictions and those
of nondisclosure, imposed on SBC by such licenses. In
addition, [**] all of the terms contained herein [**] shall
include the terms specified in this Section as well as those
pertaining to the ownership of such Software [**]. Except as
otherwise requested or approved by SBC (or the relevant
licensor), Amdocs and its Subcontractors shall cease all use
of such Third Party Software upon the expiration or
termination of this Agreement and the completion of any
Termination Assistance Services requested by SBC pursuant to
SECTION 4.4(b)(7). THE SBC LICENSED THIRD PARTY
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
SOFTWARE IS PROVIDED BY SBC TO AMDOCS IN GOOD WORKING ORDER,
ON A [**]. EXCEPT AS OTHERWISE SET FORTH HEREIN, SBC EXPRESSLY
DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR
IMPLIED, AS TO SUCH SBC LICENSED THIRD PARTY SOFTWARE, OR THE
CONDITION OR SUITABILITY OF SUCH SOFTWARE [**].
6.9 LICENSE TO AMDOCS OWNED MATERIALS AND THIRD PARTY SOFTWARE.
As of the Commencement Date, Amdocs hereby grants to SBC and the
Eligible Recipients, at no additional charge, a perpetual,
non-exclusive, royalty-free right and license to access and/or use the
Amdocs Owned Materials and, [**], the Third Party Software as to which
Amdocs holds the license or for which Amdocs is financially responsible
under this Agreement (including related documentation, methodology and
tools) to the extent necessary to receive the full benefit of the
Services during the term of this Agreement and any Termination
Assistance Services period. In addition, [**], Amdocs hereby [**], a
non-exclusive, royalty-free right and license to access and/or use such
Materials (including related documentation, methodology and tools)
during the term of this Agreement and any Termination Assistance
Services period, exclusively for the benefit of SBC and the Eligible
Recipients, as and to the extent necessary for such [**] to monitor,
access, interface with or use the Materials and Software then being
used by Amdocs. Amdocs Owned Materials shall remain the sole and
exclusive property of Amdocs. Notwithstanding the foregoing, SBC shall
[**]; provided, however, that Amdocs' [**] and provided further that
Amdocs may, in its sole discretion, [**]; provided, further, that
Amdocs shall [**] and shall otherwise [**].
6.10 STOCK PURCHASE AGREEMENT.
Concurrently with this Agreement SBC and Amdocs are executing the Stock
Purchase Agreement pursuant to which SBC shall transfer all equity
interest [**] effective as of the last day of the Transition Period. In
consideration for such conveyance, Amdocs agrees to pay SBC [**]
according to the Schedule for payment set forth in the Stock Purchase
Agreement. SBC shall [**] for the period prior to the Commencement
Date. Except as otherwise expressly provided in this SECTION 6.10, [**]
SHALL ON THE COMMENCEMENT DATE [**], INCLUDING WITHOUT LIMITATION
WARRANTIES [**]. SBC represents and warrants that the [**]and are the
same or substantially the same Software and Equipment used by SBC
immediately prior to the Effective Date, and that they, collectively
with the other Software and Equipment to be provided by SBC to Amdocs,
shall be sufficient on the Commencement Date for Amdocs to provide the
Outsourcing Services to be provided on the Commencement Date.
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Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No.02026409
6.11 NOTICE OF DEFAULTS.
SBC and Amdocs shall promptly inform the other Party in writing of any
material breach of, or misuse or fraud in connection with, any Third
Party Contract, Equipment Lease or Third Party Software license used in
connection with the Services of which it becomes aware and shall
cooperate with the other Party to prevent or stay any such breach,
misuse or fraud.
6.12 [**] If at any time after the Commencement Date, [**] should have been
[**], then SBC shall have [**] for all purposes of this Agreement
effective from and after the Commencement Date, provided that Amdocs
shall [**] under this Section [**], for each Contract Year, [**] for
such Contract Year. [**] for a Contract Year [**] for such Contract
Year, Amdocs shall [**] for periods beginning on the Commencement
Date).
7. SERVICE LEVELS.
7.1 GENERAL.
Amdocs shall perform the Services at (i) the levels of accuracy,
quality, completeness, timeliness, responsiveness and productivity that
meet high standards of the directory publishing software and software
service industries or (ii) if higher, the documented or otherwise
verifiable levels of accuracy, quality, completeness, timeliness,
responsiveness and productivity received by SBC or the Eligible
Recipients prior to the Commencement Date.
7.2 TRANSITION PERIOD REVIEW.
(a) DELIVERY OF SERVICE LEVEL DOCUMENTATION. During the Transition
Period, SBC will provide Amdocs with [**]("SERVICE LEVEL
DOCUMENTATION"), [**]; provided, however, that [**].
(b) [**] SERVICE LEVELS BASED ON SERVICE LEVEL DOCUMENTATION. If
the Service Level Documentation does [**] Schedule G shall be
amended accordingly.
(c) [**] SERVICE LEVELS BASED ON [**]. If SBC does [**] during
such period and SCHEDULE G shall be amended accordingly.
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(d) RESOLUTION OF DISPUTES REGARDING [**] SERVICE LEVELS. Any disputes
regarding [**] service levels as set forth in Section 7.2(b) or Section
7.2(c) shall be resolved pursuant to the escalation process set forth
in Part 5 of Schedule E, [**]
(e) EFFECT OF [**] SERVICE LEVELS. Any amendment(s) made pursuant to
Section 7.2(b) or Section 7.2(c) shall be effective [**] with respect
to the [**] and shall apply [**] with respect to [**], Amdocs shall
[**] provided, however, that [**] and pursuant to [**], the service
level requirement [**] shall be [**]. for example, [**]
7.3 COMPLIANCE WITH SERVICE LEVELS.
(a) ULTIMATE AMDOCS RESPONSIBILITY. Amdocs shall be responsible
for meeting or exceeding the applicable Service Levels even
where doing so is dependent on the provision of Services by
its Subcontractors or, except as otherwise provided in
SCHEDULE E.5.a, Managed Third Parties.
(b) SERVICE LEVEL [**]. Amdocs recognizes that SBC is paying
Amdocs [**], then Amdocs [**]specified in SCHEDULE G ("SERVICE
LEVELS" and "[**]") in [**].
7.4 PROBLEM ANALYSIS.
If Vendor fails to provide Services in accordance with the Service
Levels and this Agreement, Vendor shall (after restoring service or
otherwise resolving any immediate problem) (i) promptly investigate and
report on the causes of the problem; (ii) provide a Root Cause Analysis
of such failure as soon as practicable, after such failure or SBC's
request (iii) use all commercially reasonable efforts to implement
remedial action and begin meeting the Service Levels as soon as
practicable; (iv) advise SBC of the status of remedial efforts being
undertaken with respect to such problem; and (v) demonstrate to SBC's
reasonable satisfaction that the causes of such problem have been or
will be corrected on a permanent basis. Vendor shall [**]; provided
that, [**], Vendor shall [**] and shall notify SBC [**]. At any event,
[**]. Amdocs shall [**].
7.5 MEASUREMENT AND MONITORING.
Amdocs shall implement measurement and monitoring tools and metrics as
well as standard reporting procedures, all as set forth in SCHEDULE G
or otherwise acceptable to SBC, to measure and report Amdocs'
performance of the Services against the applicable Service Levels. SBC
[**] shall have [**]. Amdocs shall [**]s. Amdocs also shall [**] by
Amdocs [**]. SBC shall [**] with their use.
7.6 [**].
(a) [**]. Within sixty (60) days after the Commencement Date,
Amdocs shall [**] to be provided under this Agreement in
accordance with [**] and shall [**]. [**]
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shall thereafter [**] hereunder. Thereafter, Amdocs shall [**]
and procedures specified in [**]. Amdocs shall be [**]
pursuant to this SECTION 7.6(a).
(b) [**]. [**] SECTION 7.6(a), SBC may [**] by SBC. [**], Amdocs
shall [**].
(c) [**]. [**] pursuant to SECTION 7.6(a) or (a) [**], Amdocs
shall [**]. SBC and Amdocs shall [**]; provided, that the
[**]. Amdocs' [**] shall [**] Amdocs and the [**] shall be
completed. Following [**], Amdocs will [**].
7.7 NOTICE OF DEFAULT.
IF Amdocs [**] Under this agreement or any other [**], or (II) that has
[**] Amdocs shall [**] and Amdocs and SBC shall [**].
8. PROJECT PERSONNEL
8.1 TRANSITIONED PERSONNEL.
(a) [**].
(i) [**]. [**] after the Effective Date, Amdocs shall
[**]. Included with [**]. Amdocs shall [**]s. Amdocs
shall [**] In no event shall [**]. [**], Amdocs shall
[**] hereunder.
(ii) [**]. [**], Amdocs shall [**] as a Transitioned
Employee hereunder.
(iii) [**]. [**], Amdocs shall [**] as a Transitioned
Employee hereunder.
(iv) [**]. [**], Amdocs shall [**] as a Transitioned
Employee hereunder.
(v) [**]. Amdocs shall [**] in connection with this
Agreement, [**].
(vi) [**]. [**]Amdocs shall [**] as a Transitioned
Employee hereunder.
(b) ADDITIONAL TRANSITIONED EMPLOYEES. [**] following the
Commencement Date, [**] shall be as set forth in this ARTICLE
8, [**] as Transitioned Employees [**].
(c) [**] TRANSITIONED EMPLOYEES. [**] following the Commencement
Date, [**], one or[**]more Transitioned Employees[**]. Amdocs
shall [**] any such Transitioned Employee. SBC shall [**].
(d) [**]. Amdocs shall [**]Transitioned Employee [**] Amdocs shall
[**] the[**]Transitioned Employees, [**] the Commencement
Date, [**] the Commencement Date [**] Transitioned Employees
[**] the Commencement Date, [**], provided, however, that
Amdocs shall [**]. There shall be [**] the Commencement Date.
For purposes of this provision, [**] the Transitioned
Employee's[**]. Amdocs may, [**] with Amdocs. [**]Transitioned
Employee [**], Amdocs may [**] Transitioned Employee [**]
Transitioned Employee. If a Transitioned Employee's [**] by
Amdocs [**] with Amdocs, Amdocs shall [**]Transitioned
Employee [**] on the
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Effective Date, [**] the Transitioned Employee[**] on the date
[**]. For the purposes of the foregoing, [**] Transitioned
Employees[**] to the Commencement Date, but Amdocs shall [**],
provided, however, that Amdocs shall [**].
(e) [**]. This Agreement is not intended to [**]. Amdocs will
[**].
(f) [**]. To the extent [**] Amdocs, Amdocs shall [**] with this
ARTICLE 8.
(g) [**]. [**], Amdocs shall have [**] the Commencement Date,
[**]applicable contractor.
8.2 EMPLOYEE BENEFIT PLANS.
(a) GENERAL. Except as otherwise provided in this ARTICLE 8,
Amdocs shall [**] that are made [**]. Amdocs has [**]. During
the term of this Agreement and any extensions thereof, [**]
shall be, [**], except as provided below.
(b) [**]. Except as otherwise provided in this ARTICLE 8, the
[**], shall be[**], as applicable.
(c) [**]. [**]. Subject to the [**] will be determined by Amdocs;
provided, however, that [**] in accordance with SECTION
8.2(b), and [**]. SBC shall [**].
(d) Amdocs will [**]. Amdocs will [**] the Commencement Date.
(e) [**]. SBC will [**] in accordance with the [**]. With respect
to all **] as follows:
(i) SBC will [**] the Commencement Date, [**]Transitioned
Employee [**]Amdocs will [**].
(ii) Amdocs will [**] in accordance with SECTION
8.2(e)(vi) [**]. Amdocs shall [**] after such date.
(iii) Amdocs will [**] in accordance with SECTION
8.2(e)(vi) [**]. Amdocs shall [**].
(iv) Amdocs will [**] in accordance with SECTION
8.2(e)(vi) [**].
(v) Amdocs will [**] in accordance with SECTION
8.2(e)(vi) [**]. Amdocs shall [**] by Amdocs.
(vi) [**] SECTION 8.2(e)(iii) and SECTION 8.2(e)(iv) shall
[**] described in SECTION 8.2(e)(i), [**]. [**]
SECTION 8.2(e)(v) shall [**] described in SECTION
8.2(e)(i) above, [**].
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(f) [**]. [**], [**]. During the term of this Agreement, Amdocs
shall [**]. Amdocs shall [**] in accordance with SECTION
8.2(b).
(g) [**]. [**] provided by Amdocs [**].
(h) [**]. [**] Amdocs [**] as set [**]. SBC shall [**], Amdocs
shall [**].
(i) [**]. [**] Amdocs [**].
(j) [**]. Subject to the provisions of SECTION 8.1(a), [**] shall
be [**] Amdocs [**] in accordance with SECTION 8.2(b) [**],
Amdocs shall [**] would have [**] shall be [**]. For the
purposes of the foregoing, [**] the Commencement Date, [**],
provided, however, that Amdocs shall [**].
(k) [**]. [**].
(l) [**].
(i) [**]. [**] as provided in the applicable [**].
(ii) [**]. Amdocs shall [**] for this purpose in
accordance with SECTION 8.2(b).
(m) [**]. SBC will [**].
(n) [**]. Amdocs will [**].
8.3 OTHER EMPLOYEE MATTERS.
As of the Employment Effective Date, the Transitioned Employees shall
be employees of Amdocs for all purposes. Amdocs shall be responsible
[**] for paying any compensation and remitting any income, disability,
withholding and other employment taxes for such Transitioned Employees
beginning on the Employment Effective Date. Unless otherwise agreed,
SBC shall be responsible for (i) funding and distributing benefits
under the SBC benefit plans in which Transitioned Employees
participated prior to the Employment Effective Date, (ii) for paying
any compensation and remitting any income, disability, withholding and
other employment taxes for such Transitioned Employees and (iii) any
other employment-related claim not arising out of the transactions
contemplated by this Agreement for the period prior to the Employment
Effective Date of such Transitioned Employee. Subject to Transitioned
Employee consent where required, and subject to applicable Law, SBC
shall provide Amdocs with such information in SBC's possession
reasonably requested by Amdocs in order to fulfill its obligations
under this ARTICLE 8.
8.4 KEY AMDOCS PERSONNEL AND CRITICAL SUPPORT PERSONNEL.
(a) [**] KEY AMDOCS PERSONNEL. [**].
(i) [**] Key Amdocs Personnel [**].
(ii) Amdocs shall [**]. Amdocs shall [**], shall provide
[**], and shall provide [**] as may be [**], the
Parties shall [**]. If the Parties [**].
(iii) SBC may [**] under this Agreement.
(b) [**] KEY AMDOCS PERSONNEL. Amdocs shall [**] under this
Agreement. In the event [**], Amdocs shall [**].
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Amdocs shall [**] in accordance with SECTION 8.4(a)(ii),
and [**] under this Agreement. [**].
(c) [**] PERSONNEL. Amdocs shall [**] under this Agreement. In the
event [**], Amdocs will [**].
(d) [**]. Amdocs will [**].
8.5 [**].
[**] (as described in SECTION 8.4(b)) [**].
8.6 [**] KEY AMDOCS PERSONNEL. [**] the extent to which Amdocs has {**]
under this Agreement. SBC shall [**] identified above.
8.7 AMDOCS PERSONNEL ARE NOT SBC EMPLOYEES.
Except as otherwise expressly set forth in this Agreement, the Parties
intend to create an independent contractor relationship and nothing in
this Agreement shall operate or be construed as making SBC or Amdocs
partners, joint venturers, principals, joint employers, co-employers,
agents or employees of or with the other. No officer, director,
employee, agent, Affiliate, contractor or subcontractor retained by
Amdocs to perform work on SBC's behalf hereunder shall be deemed to be
an officer, director, employee, agent, Affiliate, contractor or
subcontractor of SBC for any purpose. Amdocs, not SBC, has the right,
power, authority and duty to supervise and direct the activities of the
Amdocs Personnel and to compensate such Amdocs Personnel for any work
performed by them on SBC's behalf pursuant to this Agreement. Amdocs,
and not SBC, shall be responsible and therefore solely liable for all
acts and omissions of Amdocs Personnel.
8.8 REPLACEMENT, QUALIFICATIONS, AND RETENTION OF AMDOCS PERSONNEL.
(a) SUFFICIENCY AND SUITABILITY OF PERSONNEL. Amdocs shall assign
(or cause to be assigned) sufficient Amdocs Personnel to
provide the Services in accordance with this Agreement and
such Amdocs Personnel shall possess suitable competence,
ability and qualifications and shall be properly educated and
trained for the Services they are to perform.
(b) REQUESTED REPLACEMENT. In the event that SBC determines that
the continued assignment to SBC of any Amdocs Personnel
(including Key Amdocs Personnel) is not in the best interests
of SBC, then SBC shall give Amdocs notice to that effect
requesting that such Amdocs Personnel be replaced. Promptly
after its receipt of such a request by SBC, the Parties will
discuss in good faith appropriate corrective measures designed
to address SBC's concerns (such agreement not to be
unreasonably withheld by either Party), which shall commence
[**] after the Parties begin to discuss corrective measures.
If: (i) [**] after the commencement
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of agreed-upon corrective measures, the Parties are unable to
agree that the corrective measurements have resolved the
problem; or (ii) at any time, if SBC reasonably believes such
Amdocs Personnel will create legal liability to SBC or an
Eligible Recipient, Amdocs shall, upon SBC's request, replace
(or cause to be replaced) as promptly as possible such Amdocs
Personnel with an individual of suitable ability and
qualifications, without cost to SBC. Nothing in this provision
shall operate or be construed to limit Amdocs' responsibility
for the acts or omission of the Amdocs Personnel.
(c) [**] DATA. If SBC determines that [**], Amdocs shall [**].
Notwithstanding [**], Amdocs shall [**] subject to the
provisions of SECTION 8.4(b).
(d) [**]. Amdocs shall [**] prior to the Commencement Date) prior
to [**]; provided that, [**].
(e) [**] PERFORMING SERVICES [**]. [**] performing Services [**]
in the provision of the Services, Amdocs shall [**].
(f) [**] EMPLOYEES. [**] to provide Services [**]; provided that
[**].
8.9 TRAINING/CAREER OPPORTUNITIES.
Amdocs shall [**].
8.10 CONDUCT OF AMDOCS PERSONNEL.
(a) CONDUCT AND COMPLIANCE. While at SBC Sites, Amdocs Personnel
shall (i) comply with the SBC Rules and other rules and
regulations regarding personal and professional conduct
generally applicable to personnel at such SBC Sites (and
communicated orally or in writing to Amdocs or Amdocs
Personnel or made available to Amdocs or Amdocs Personnel by
conspicuous posting at an SBC Site, electronic posting or
other means generally used by SBC to disseminate such
information to its employees or contractors), (ii) comply with
reasonable requests of SBC personnel pertaining to personal
and professional conduct, and (iii) otherwise conduct
themselves in a businesslike manner.
(b) IDENTIFICATION OF AMDOCS PERSONNEL. All Amdocs Personnel shall
clearly identify themselves as Amdocs Personnel and not as
employees of SBC. This shall include any and all
communications, whether oral, written or electronic. Each
Amdocs Personnel shall wear a badge indicating that he or she
is not an employee of SBC.
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(c) RESTRICTION ON MARKETING ACTIVITY. Except for marketing
representatives agreed to by Amdocs and SBC, none of the
Amdocs Personnel shall conduct any marketing activities at
SBC, other than, subject to SECTION 13.3, reporting potential
marketing opportunities to Amdocs' designated marketing
representatives.
8.11 SUBSTANCE ABUSE.
Amdocs shall immediately remove (or cause to be removed) any Amdocs
Personnel who is known to be or reasonably suspected of engaging in
substance abuse while on an SBC Site, in an SBC vehicle or while
performing Services. In the case of reasonable suspicion, such removal
shall be pending completion of the applicable investigation. Substance
abuse includes the sale, attempted sale, possession or use of illegal
drugs, drug paraphernalia, or, to the extent not permitted on SBC
Sites, alcohol, or the misuse of prescription or non-prescription
drugs. Amdocs represents and warrants that it has and will maintain a
substance abuse policy and that such policy will be applicable to all
Amdocs Personnel performing Services under this Agreement. Amdocs
represents and warrants that it shall require its Subcontractors and
Affiliates providing Services to have and maintain such policy and
practices and to adhere to this provision.
8.12 UNION AGREEMENTS AND WARN ACT
(a) NOTICE BY AMDOCS. Amdocs shall provide SBC not less than
ninety (90) days notice of the expiration of any collective
bargaining agreement with unionized Amdocs Personnel if the
expiration of such agreement or any resulting labor dispute
could potentially interfere with or disrupt the business or
operations of SBC or an Eligible Recipient or impact Amdocs'
ability to timely perform its duties and obligations under
this Agreement.
(b) WARN ACT COMMITMENT. Amdocs shall not cause any of the
Transitioned Employees to suffer "employment loss" as that
term is construed under the WARN Act, if such employment loss
could create any liability under the WARN Act for SBC, the
Eligible Recipients, or its or their Affiliates, unless Amdocs
delivers notices under the WARN Act in a manner and at a time
such that SBC, the Eligible Recipients, or its or their
Affiliates bear no liability with respect thereto.
(c) RESPONSIBILITY. Amdocs shall be responsible for any liability,
cost, claim, expense, obligation or sanction attributable to
any breach by Amdocs of SECTION 8.12(b) that results in SBC or
the Eligible Recipients being in violation of the WARN Act or
the regulations promulgated thereunder. Nothing in this
provision shall diminish Amdocs' obligation pursuant to
SECTION 8.1(d).
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9. AMDOCS RESPONSIBILITIES.
9.1 POLICY AND PROCEDURES MANUAL.
(a) DELIVERY AND CONTENTS. [**], Amdocs shall deliver to SBC for
its review, comment and approval (i) an outline of the topics
to be addressed in the Policy and Procedures Manual within
[**] days after the Effective Date, and (ii) a final draft of
the Policy and Procedures Manual [**] after the Effective Date
(the "POLICY AND PROCEDURES MANUAL"), in accordance with the
requirements set forth in SCHEDULE E, PART 6. At a minimum,
the Policy and Procedures Manual shall include the following:
(i) the procedures for SBC/Amdocs interaction and
communication, including (i) call lists; (ii)
procedures for and limits on direct communication by
Amdocs with SBC personnel; (iii) problem management
and escalation procedures; (iv) priority and project
procedures; (v) acceptance testing; (vi) testing and
demonstration procedures; and (vii) quality assurance
procedures and checkpoint reviews; and
(ii) practices and procedures addressing such other issues
and matters as the Parties shall agree.
Amdocs shall [**].
(b) REVISION AND MAINTENANCE. Amdocs shall incorporate any
reasonable comments or suggestions of SBC into the Policy and
Procedures Manual and shall deliver a final revised version to
SBC [**] of its receipt of such comments and suggestions for
SBC's approval. The Policy and Procedures Manual will be
delivered and maintained by Amdocs in hard copy and electronic
formats.
(c) COMPLIANCE. Amdocs shall perform the Services in accordance
with SBC's then-current policies and procedures until the
Policy and Procedures Manual is finalized and agreed upon by
the Parties. Thereafter, Amdocs shall perform the Services in
accordance with the Policy and Procedures Manual. In the event
of a conflict between the provisions of this Agreement and the
Policy and Procedures Manual, the provisions of this Agreement
shall control unless the Parties expressly agree otherwise and
such agreement is set forth in the relevant portion of the
Policy and Procedures Manual. To the extent that future
additions or modifications to the Policy and Procedures Manual
materially increase Amdocs' aggregate costs of performance of
the Services, the Parties will address such impact through the
provisions of SECTION 9.5.
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(d) MODIFICATION AND UPDATING. Amdocs shall promptly modify and update the
policy and procedures manual monthly to reflect changes in the
operations or procedures described therein and to comply with SBC's
strategic decisions as described in Section 9.4. Amdocs shall provide
the proposed changes in the manual to SBC for review, comment and
approval. To the extent any such change could (i) increase SBC's total
costs of receiving the services; (ii) require material changes to SBC
facilities, systems, software or equipment; (iii) have a material
adverse impact on the functionality, interoperability, performance,
accuracy, speed, responsiveness, quality or resource efficiency of the
services, or (iv) violate or be inconsistent with SBC's strategic
decisions, [**]
9.2 REPORTS.
(a) REPORTS. Amdocs shall provide SBC with reports pertaining to
the performance of the Services and Amdocs' other obligations
under this Agreement sufficient to permit SBC to monitor and
manage Amdocs' performance ("REPORTS"). The Reports to be
provided by Amdocs shall include those described in SCHEDULE R
in the format and at the frequencies reasonably requested by
SBC provided therein. In addition, from time to time, SBC may
identify additional Reports to be generated by Amdocs and
delivered to SBC on an ad hoc or periodic basis. All Reports
shall [**]. The Reports [**].
(b) BACK-UP DOCUMENTATION. As part of the Services, Amdocs shall
provide SBC with such documentation and other information
available to Amdocs as may be reasonably requested by SBC from
time to time in order to verify the accuracy of the Reports
provided by Amdocs.
(c) CORRECTION OF ERRORS. [**], Amdocs shall promptly correct any
errors or inaccuracies in or with respect to the Reports, the
information or data contained in such Reports, caused by
Amdocs or its agents, Subcontractors, Managed Third Parties or
third party product or service providers.
9.3 QUALITY ASSURANCE.
(a) PROCESSES AND PROCEDURES. Amdocs shall develop and implement
quality assurance processes and procedures (including the
procedures otherwise specified in this SECTION 9.3) to ensure
that the Services are performed in an accurate and timely
manner, [**]. Such procedures shall include verification,
checkpoint reviews, testing, acceptance, and other procedures
for SBC to assure the quality and timeliness of Amdocs'
performance. Amdocs shall submit such processes and procedures
to SBC for its review, comment and approval within [**] days
after the Effective Date. Upon SBC's approval, such processes
and procedures shall be included in the Policy and Procedures
Manual. [**] the Service Levels and other terms of this
Agreement.
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(b) [**]. Pursuant to the terms and conditions of [**]) will have
[**]
(c) MATERIALS QUALITY. Amdocs hereby agrees that Materials
furnished hereunder by Amdocs have or will have undergone or
have or will have been subject to appropriate quality control
measures and procedures, including performance measurements,
testing, quality process reviews or inspections prior to
delivery to SBC.
(d) SUPPLIER PERFORMANCE PROGRAM. Both Parties hereby agree to
participate in the Supplier Performance Program (hereinafter
"PROGRAM") described below. The Program is a program to assist
Amdocs in self-identifying areas of deficiency that may
develop in Amdocs' performance as it relates to fulfilling its
obligations under this Agreement. Participation in or use of,
the Program does not negate or diminish Amdocs'
responsibilities as it relates to its requirements to perform
its obligation as defined elsewhere in this Agreement nor does
it negate, diminish or waive SBC's rights or remedies as
defined elsewhere in this Agreement. If there is a conflict
between the Program and other sections of this Agreement the
other sections of this Agreement shall control. The Parties
intent is that documentation requirements under the Program
will be satisfied by other documentation obligations provided
for elsewhere in this Agreement. Accordingly, the Parties do
not anticipate that compliance with the Program will impose
upon Amdocs obligations above that otherwise provided for in
this Agreement.
Amdocs shall:
(i) Monitor its performance relative to certain
measurable performance indices such as product
performance, service performance, and on time
delivery. Performance measurements collected for the
purposes of the Program (hereinafter "Data") will be
defined by SBC and communicated to Amdocs from time
to time.
(ii) Collect and report to SBC the data relating to
Amdocs' performance. The data must be entered by
Amdocs in SBC's Amdocs Website (currently
▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) in a format that is designated
by SBC. Data will be collected and reported
periodically.
(iii) Conduct a self-evaluation of its performance based on
the analysis of the data reported. In those areas
where Amdocs' performance deviates from [**], Amdocs
shall [**]
(iv) Cooperate fully with SBC's supplier performance
management team to coordinate Amdocs' activities as
they relate to the Program. This includes but is not
limited to participation in planning meetings,
audits, feedback sessions, and issue resolution.
SBC shall:
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(i) Define the data requirements that Amdocs will monitor
and report.
(ii) Provide Amdocs with access to SBC's supplier website
for the purposes of entering Amdocs' data.
(iii) Generate Performance Reports summarizing the data and
provide Amdocs with periodic feedback evaluating its
performance. SBC's supplier performance management
team will assist Amdocs in resolving any internal SBC
issues that may impact Amdocs' performance.
(e) AMDOCS RECOMMENDATIONS. At least once each Contract Year,
Amdocs shall[**], make written recommendations to SBC with
respect to the efficiency and cost-effectiveness of the
Services, including bringing to SBC's attention any existing
or planned promotional offerings of Amdocs, Service upgrades
or additional services that Amdocs believes may be of value to
SBC or an Eligible Recipient, and recommending
reconfigurations that optimize delivery of Services to Amdocs
efficiently and eliminate unwanted redundancy.
(f) SAVINGS CLAUSE. Nothing contained in this SECTION 9.3 will
diminish Amdocs' obligation to deliver Materials in
conformance to Amdocs' warranty obligations under this
Agreement.
9.4 [**] STRATEGIC DECISIONS AND AUTHORITY.
(a) [**] STRATEGIC DECISIONS AND AUTHORITY. Notwithstanding any
provision in this Agreement to the contrary, [**]. For
purposes of the foregoing:
(i) Amdocs shall [**] provided, however, [**],
(ii) SBC shall [**]
(b) AMDOCS SUPPORT. [**] Amdocs shall provide assistance to SBC,
in (i) SBC's making of Strategic Decisions, (ii) defining
information technology architectures and standards, and (iii)
preparing long-term strategic information technology plans and
short-term implementation plans for such environment. The
assistance to be provided by Amdocs shall include (i) active
participation with SBC representatives on permanent and ad-hoc
committees and working groups addressing such issues; (ii)
assessments of the then-current architectures, standards and
systems; (iii) analyses of Strategic Decisions and/or
architectures, standards and systems in light of business
priorities, business strategies and competitive market forces
identified by SBC; and (iv) recommendations regarding
architectures and platforms, software and hardware products,
information technology strategies and directions, and other
enabling technologies. With respect to each recommendation,
Amdocs shall provide high level estimates and analyses of the
following: (i) cost projections and cost/benefit analyses;
(ii) the changes, if any, in the personnel and other resources
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required to operate and support the changed environment; (iii)
the resulting impact on SBC's information technology costs;
(iv) the expected performance, quality, responsiveness,
efficiency, reliability and other service levels; and (v)
general plans and high level projected time Schedules for
development and implementation.
(c) [**]. [**] SBC shall. [**]. Amdocs shall [**].
9.5 CHANGE CONTROL.
(a) COMPLIANCE WITH CHANGE CONTROL PROCEDURES. In making any
System Change, the Parties shall comply with the change
control procedures specified in Section 4.0 of SCHEDULE E,
PART 3 [**] and shall use the change control system and tools
specified by SBC. Prior to making any System Change or using
any new (e.g., not tested in or for the SBC environment)
Software or Equipment to provide the Services, Amdocs shall
have verified by appropriate testing that the change or item
has been properly installed, is in Compliance and is
performing its intended functions in a reliable manner and is
compatible with and capable of operating as part of the SBC
environment. This obligation shall be in addition to any unit
testing done by Amdocs as part of routine deployment or
installation of Software or Equipment.
(b) PROCEDURES FOR SYSTEM CHANGES. The following procedures, as
further detailed in the Policy and Procedures Manual shall
apply to System Changes:
(i) The Management Committee established pursuant to Part
5 of SCHEDULE E shall act as the Parties' joint
committee for supporting and evaluating potential
System Changes.
(ii) SBC or Amdocs will submit a description of any
desired System Change, together with a description of
the reasons for such System Change (a "CHANGE
REQUEST"), to the Management Committee for initial
business and technical review and prioritization.
(iii) Amdocs will review the Change Request and provide the
Management Committee with the items designated in
SECTION 9.5(c), including a high-level description of
the proposed System Changes, together with possible
alternatives, [**].
(iv) The Management Committee will then review the Change
Request and Amdocs' response and will develop and
provide to SBC cost-benefit and other appropriate
analyses regarding the proposed System Change.
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(v) If SBC determines that it desires to proceed with the
proposed System Changes, it will so notify Amdocs in
writing.
(vi) [**], Amdocs will, [**] as is contemplated in this
SECTION 9.5(b) and Section 9.5(c).
(c) SPECIFIC PROCEDURES FOR NEW SERVICES. If SBC requests that
Amdocs perform any System Change or other services that are
New Services, Amdocs shall promptly prepare a New Services
proposal for SBC's consideration. Unless otherwise agreed by
the Parties, Amdocs shall prepare such New Services proposal
[**] and shall deliver such proposal to SBC [**] after its
receipt of SBC's request, or as otherwise agreed between the
Parties; provided, however, that Amdocs shall use all
commercially reasonable efforts to respond more quickly in the
case of a pressing business need or an emergency situation.
SBC shall provide such information as Amdocs reasonably
requests in order to prepare such New Services proposal. Such
New Services proposal shall include, among other things, (i) a
detailed project plan [**] for the[**]New Service [**]; (ii) a
detailed breakdown of such estimate, (iii) a Schedule for
commencing and completing the New Service, (iv) a description
of the new hardware or software to be provided by Amdocs in
connection with the New Service, (v) a description of the
software, hardware and other resources necessary to provide
the New Service, (vi) any additional facilities or labor
resources to be provided by SBC in connection with the
proposed New Service, and (vii) if applicable, [**] the
proposed New Service. SBC may accept or reject any New
Services proposal in its sole discretion and Amdocs shall not
be obligated to perform any New Services to the extent the
applicable proposal is rejected. Unless the Parties otherwise
agree, if SBC accepts Amdocs' proposal, Amdocs and SBC shall
sign an Order for such New Services containing the agreed to
resolution of the items required to be included in the New
Services proposal set forth above, and Amdocs will perform the
New Services and be paid in accordance with such Order and the
provisions of this Agreement. In the case of a conflict
between the provisions of this Agreement and the express
provisions of an Order, the provisions of the Order will
prevail as to such conflict, provided that the Order shall be
construed in a manner consistent with the terms of this
Agreement to the fullest extent possible. An Order may be
modified only in writing by the Parties, and shall be binding
on the Parties only when executed, confirmed or acknowledged
in writing by both Parties. Upon SBC's acceptance of a Amdocs
proposal for New Services, the scope of the Services will be
expanded and this Agreement will be modified to include such
New Services. [**] Amdocs shall [**] Amdocs shall use
commercially reasonable efforts to identify [**], and (3)
Amdocs shall [**], provided that [**]; provided the [**].
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(d) NEW SERVICES PERFORMED BY TRANSITIONED EMPLOYEES. [**] New
Services that will be provided by Amdocs using the
Transitioned Employees [**]
(e) SYSTEM CHANGE COSTS. Unless otherwise specified in SCHEDULE E
or approved in accordance with Section 9.5(b) or for New
Services in accordance with SECTION 9.5(c) or otherwise, [**]
associated with (i) the design, installation, implementation,
testing and rollout of such System Change, (ii) any
modification or enhancement to, or substitution for, any
impacted Software, Equipment or System, (iii) any increase in
the cost of operating, maintaining or supporting any impacted
Software, Equipment or System, and (iv) subject to SECTION
9.5(j), any increase in infrastructure resource usage to the
extent it results from a System Change.
(f) [**] provided as [**]which shall be [**] shall be performed
[**] The Parties acknowledge that, subject to the terms and
conditions of this Agreement, [**] in accordance with the
terms and conditions hereof. [**]. To the extent that [**]
shall be [**], then the [**]. The Parties will [**]. In those
cases [**], Amdocs and SBC will [**] To the extent that SBC
and Amdocs [**]. Upon the expiration of this Agreement, [**].
(g) [**]. Amdocs shall [**] the Services; (ii) require material
changes to SBC facilities, systems, software, utilities, tools
or equipment; (iii) require [**], (iv) have [**] as specified
in SECTION 9.4 [**] to which [**].
(h) TEMPORARY EMERGENCY CHANGES. Notwithstanding the foregoing,
Amdocs may make temporary System Changes required by an
emergency [**]. Amdocs shall document and report such
emergency changes to SBC [**] after the change is made. Such
System Changes shall not be implemented on a permanent basis
[**].
(i) IMPLEMENTATION. Unless otherwise agreed to by the Parties,
Amdocs will Schedule and implement all System Changes so as
not to (i) materially disrupt or adversely impact the business
or operations of SBC or the Eligible Recipients, (ii) degrade
the Services then being received by them; or (iii) reduce the
Service Levels.
(j) PLANNING AND TRACKING. [**], Amdocs will prepare a [**] "look
ahead" Schedule for ongoing and planned System Changes [**].
The status of System Changes will be monitored and tracked by
Amdocs against the applicable Schedule.
(k) NEW ELIGIBLE RECIPIENTS. System Changes required by the
addition of Potential Eligible Recipients as new Eligible
Recipients shall follow the processes otherwise set forth in
this SECTION 9.5. In addition, SBC shall [**] set forth in the
applicable Order if SBC adds a Potential Eligible Recipient as
a new Eligible Recipient; provided however, that [**] new
Eligible Recipients [**] in such [**] as Eligible Recipients
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Recipient as a new Eligible Recipient; provided however, that
[**] new Eligible Recipients [**] in such [**] as Eligible
Recipients.
(l) [**]. SBC may [**] under the provisions of this Agreement and
(ii) Amdocs shall [**]
(m) SERVICES EVOLUTION AND MODIFICATION. The Parties anticipate
that the Services will evolve and be supplemented, modified,
enhanced or replaced over time to keep pace with technological
advancements and improvements in the methods of delivering
services. The Parties acknowledge and agree that these changes
will modify the "Services" and may result in New Services.
(n) ELIGIBLE RECIPIENT REQUESTS. Amdocs will promptly inform the
SBC Contract Office of requests for New Services from Eligible
Recipients, and shall submit any proposals for New Services to
the SBC Contract Office or its designee. Amdocs shall [**] any
Eligible Recipients[**], Amdocs shall not be deemed to be in
breach of any obligation to provide New Services to such
Eligible Recipient. [**] this SECTION 9.5(n),[**] this SECTION
9.5(n).
(o) PROJECT PROPOSALS. To the extent required under this Agreement
or the Policy and Procedures Manual, Amdocs shall prepare a
Project proposal in accordance with this SECTION 9.5 prior to
beginning such Project. SBC may accept or reject such Project
proposal in its sole discretion. Amdocs Personnel assigned to
perform Projects shall possess the training, education,
experience, competence and skill to perform such work. The SBC
Contract Office or its designee shall define and set the
priority for such Projects. Amdocs shall [**]. Amdocs shall
use commercially reasonable efforts [**], Amdocs shall [**]
the work to be performed by Amdocs, [**].
(p) [**]. From time to time, [**], Amdocs shall [**]. SBC shall
[**]; and Amdocs shall [**] the terms of this Agreement [**]
to this Agreement.
(q) INFORMATION FOR EXERCISE OF STRATEGIC DECISIONS AUTHORITY. In
order to facilitate SBC's Strategic Decisions, architecture,
standards and plans pursuant to SECTION 9.4, Amdocs will
provide SBC with such information as SBC shall reasonably
require with respect to any such proposed Change Request.
9.6 SOFTWARE CURRENCY.
(a) CURRENCY OF SOFTWARE. Subject to and in accordance with
SECTIONS 6.3(a), 6.5, 5.5, 9.4, 9.5, 9.6(c) and SCHEDULE J,
Amdocs agrees to maintain reasonable currency for all Software
for which it is financially responsible under this Agreement
and to provide maintenance and support for new releases and
versions of Software for which it is operationally
responsible. [**], (i) Amdocs shall [**]
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or as otherwise [**], and (ii) Amdocs shall [**] include (i)
providing and supporting [**]; (ii) supporting [**]; and (iii)
providing support [**] on the Commencement Date [**] and with
the following [**] shall be [**]; and (ii) [**] must be [**].
Further, [**] on the Commencement Date [**]. Notwithstanding
the foregoing, [**], Amdocs will [**].
(b) EVALUATION AND TESTING. Prior to installing a new Major
Release or Minor Release, Amdocs shall evaluate and test such
Release to verify that it will perform in accordance with this
Agreement and the architectures [**] of the Services. The
evaluation and testing performed by Amdocs shall [**] under
such circumstances.
(c) APPROVAL BY SBC. Notwithstanding SECTION 9.6(a), Amdocs shall
confer with SBC prior to installing any Major Release or Minor
Release, shall provide SBC with the results of its testing and
evaluation of such Major Release or Minor Release [**]. Amdocs
shall [**].
(d) UPDATES BY SBC. SBC and the Eligible Recipients shall have the
right, but not the obligation, to install new releases of,
replace, or make other changes to Software for which SBC is
financially responsible under this Agreement.
9.7 YEAR 2000 COMPLIANCE.
(a) MATERIALS. Amdocs represents, warrants and covenants that as
of the Effective Date or the date of installation, whichever
is later, all Amdocs Owned Materials ([**]) and Developed
Materials shall be Year 2000 Complaint.
(b) THIRD PARTY EQUIPMENT OR SOFTWARE. Amdocs shall obtain
assurances from each third party supplier from whom Amdocs
procures new third party Equipment or Software to be operated,
maintained, supported or used by Amdocs, SBC or the Eligible
Recipients under this Agreement that such Equipment or
Software is Year 2000 Compliant and will perform in accordance
with the manufacturer's specifications, including those
pertaining to the accurate receipt, processing, exchange and
storage of date information. Amdocs shall not procure any such
Equipment or Software not having such assurances without SBC's
prior approval.
(c) NO FORCE MAJEURE EVENT. The failure of any Equipment, Software
or System for which Amdocs is operationally responsible to be
Year 2000 Compliant shall not be considered a force majeure
event and shall not relieve Amdocs of any of its obligations
under this Agreement, including its obligations to perform the
Services in accordance with the Service Levels.
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9.8 ACCESS TO SPECIALIZED AMDOCS SKILLS AND RESOURCES.
Upon SBC's request, Amdocs shall provide SBC with [**] access to
Amdocs' [**]. The Parties acknowledge that [**] may, in some cases,
[**], but in no event shall [**] under this subsection [**] upon such
[**]process. If SBC authorizes Amdocs to proceed but the Parties
disagree as to whether [**], Amdocs shall proceed [**] pursuant to
ARTICLE 19.
9.9 AUDIT RIGHTS.
(a) AMDOCS RECORDS. Amdocs shall, and shall cause its
Subcontractors and suppliers to, maintain complete and
accurate records of and supporting documentation for [**] all
transactions, authorizations, System Changes, implementations,
soft document access, reports, analyses, data or information
created, generated, collected, processed or stored by Amdocs
in the performance of its obligations under this Agreement
("CONTRACT RECORDS"). Amdocs shall maintain such Contract
Records in accordance with generally accepted accounting
principles applied on a consistent basis and generally
accepted auditing standards. Amdocs shall retain Contract
Records in accordance with SBC's record retention policy as it
may be modified from time to time and provided to Amdocs in
writing.
(b) OPERATIONAL AUDITS. Amdocs shall, and shall cause its
Subcontractors to, provide to SBC [**] access at reasonable
hours to Amdocs Personnel, to the facilities at or from which
Services are then being provided, transportation vehicles or
vessels, or containers used to perform Services, and to Amdocs
records and other pertinent information, all to the extent
relevant to the Services and Amdocs' obligations under this
Agreement. Such access shall be provided for the purpose [**]
of this Agreement, [**].
(c) FINANCIAL AUDITS. During the term of this Agreement and for a
period [**] of this Agreement, Amdocs shall, and shall cause
its Subcontractors to, provide to SBC (and internal and
external auditors, inspectors, regulators and other
representatives that SBC may designate from time to time,
provided they are not Direct Amdocs Competitors) access at
reasonable hours to Amdocs Personnel and to Contract Records
and other pertinent information, all to the extent relevant to
the performance of Amdocs' obligations under this Agreement.
Such access shall be provided for the purpose of performing
audits and inspections with respect to [**] legal, regulatory
and contractual requirements. Amdocs shall provide any
assistance reasonably requested by SBC or its designee in
conducting any such audit and shall make requested personnel,
records and information available during the term of this
Agreement and thereafter, during the period specified in SBC's
records retention policy, as it may be modified from time to
time. [**] in accordance with ARTICLE 19, Amdocs shall [**].
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(d) AUDIT ASSISTANCE. SBC and certain Eligible Recipients may be
subject to regulation by governmental bodies and other
regulatory authorities under applicable laws, rules,
regulations and contract provisions. If a governmental body or
regulatory authority exercises its right to examine or audit
SBC's or an Eligible Recipient's books, records, documents or
accounting practices and procedures pursuant to such laws,
rules, regulations or contract provisions, Amdocs shall
provide all reasonable assistance requested by SBC or the
Eligible Recipient in responding to such audits or government
requests for information.
(e) GENERAL PROCEDURES.
(i) [**], SBC shall not be given access to (i) the
proprietary information of other Amdocs customers,
(ii) Amdocs locations that are not related to SBC or
the Services, or (iii) Amdocs' internal costs and
expenses, [**]
(ii) In performing audits, SBC shall endeavor to avoid
unnecessary disruption of Amdocs' operations and
unnecessary interference with Amdocs' ability to
perform the Services in accordance with the Service
Levels.
(iii) Prior to being granted access, external parties shall
first enter into a non-disclosure agreement with
Amdocs, in form substantially as set forth in EXHIBIT
6.
(iv) Following any audit, SBC shall conduct (in the case
of an internal audit), or request its external
auditors or examiners to conduct, an exit conference
with Amdocs to obtain factual concurrence with issues
identified in the review.
(v) SBC shall provide Amdocs with advanced notice [**]
prior to any operational or financial audit by SBC or
its authorized agents or representatives. SBC shall
be given adequate private workspace in which to
perform an audit, plus reasonable access to
photocopiers, telephones, facsimile machines,
computer hook-ups, and any other facilities or
equipment needed for the performance of the audit.
SBC will not undertake audits [**], unless SBC has
reasonable grounds to believe that Amdocs is not in
compliance with this Agreement, including improper
invoicing of SBC, or SBC is otherwise required to
undertake such audit.
(f) AMDOCS INTERNAL AUDIT. If Amdocs determines as a result of its
own internal audit that it has overcharged SBC, then Amdocs
shall promptly pay to SBC the amount of such overcharge,
together with interest from the date of Amdocs' receipt of
such overcharge at the Prime Rate. In the event such an audit
results in a determination that Amdocs has undercharged SBC,
then, subject to SBC's right
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to dispute the amount of such undercharge, Amdocs shall
immediately report such undercharge to SBC and the amount of
such undercharge shall be treated, for invoicing and payment
purposes, as a credit in arrears for the month in which the
undercharge is discovered or in the month in which the final
resolution occurs.
(g) AMDOCS RESPONSE. Amdocs and SBC shall meet to review each
audit report promptly after the issuance thereof. Amdocs will
respond to each audit report in writing [**] from receipt of
such report, [**]. Amdocs and SBC shall develop and agree upon
an action plan to promptly address and resolve any
deficiencies, concerns and/or recommendations in such audit
report and Amdocs, [**], shall undertake remedial action in
accordance with such action plan and the dates specified
therein.
(h) AMDOCS RESPONSE TO GOVERNMENT AUDITS. If an audit by a
governmental body or regulatory authority having jurisdiction
over SBC, an Eligible Recipient or Amdocs results in a finding
that Amdocs is not in compliance with any generally accepted
accounting principle or other audit requirement or any rule,
regulation or law relating to the performance of its
obligations under this Agreement, Amdocs shall, [**] and
within the time period specified by such auditor, address and
resolve the deficiency(ies) identified by such governmental
body or regulatory authority.
(i) AUDIT COSTS. Amdocs and its Subcontractors and suppliers shall
provide the Services described in this SECTION 9.9 [**].
9.10 AGENCY AND DISBURSEMENTS.
(a) DISBURSEMENTS. Beginning on the Commencement Date, Amdocs
shall make payments to certain lessors, licensors and
suppliers as paying agent of SBC or the Eligible Recipients,
or shall reimburse SBC for payments made by SBC or the
Eligible Recipients to such lessors, licensors and suppliers,
if and to the extent such payments relate to Third Party
Contracts, Equipment Leases or Third Party Software licenses
as to which Amdocs is financially responsible, but which have
not been formally transferred to Amdocs.
(b) LIMITED AGENCY. SBC hereby appoints Amdocs as its limited
agent during the term of this Agreement solely for the
purposes of the administration of Pass-Through Expenses and
amounts under Third Party Contracts, Equipment Leases and
Third Party Software licenses for which Amdocs is financially
responsible under SCHEDULES E or E.1. SBC shall provide, on a
timely basis, such affirmation of Amdocs' authority to such
lessors, licensors, suppliers and other third parties as
Amdocs may reasonably request.
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(c) REIMBURSEMENT FOR SUBSTITUTE PAYMENT. If either Party in error
pays to a third party an amount for which the other Party is
responsible under this Agreement, the Party that is
responsible for such payment shall promptly reimburse the
paying Party for such amount.
(d) NOTICE OF DECOMMISSIONING. Amdocs agrees to notify SBC
promptly if and to the extent SBC owned Equipment or SBC
leased Equipment will no longer be used to provide the
Services. The notification will include the identification of
the Equipment, and the date it will no longer be needed by
Amdocs, along with the reason for decommissioning. Upon
receipt of any such notice, SBC may (or may cause the
applicable Eligible Recipient to), in its sole discretion,
terminate the Equipment lease for such leased Equipment as of
the date specified in such notice and sell or otherwise
dispose of or redeploy such SBC owned Equipment that is the
subject of such a notice as of the date specified in such
notice. Upon Amdocs ceasing to use any Equipment (or, in the
case of leased Equipment, upon the last day SBC is obligated
to make such leased Equipment available to Amdocs, if
earlier), Amdocs shall return the same to SBC in condition at
least as good as the condition thereof on the Commencement
Date, ordinary wear and tear excepted. Amdocs shall, [**]C.
9.11 SUBCONTRACTORS.
(a) USE OF SUBCONTRACTORS. Amdocs shall [**], Amdocs shall (i)
[**] the Services [**] the proposed Subcontractor, [**]; and
(ii) [**] such Subcontractor. [**] during the term of this
Agreement [**]. Notwithstanding the foregoing, [**].
(b) SHARED SUBCONTRACTORS. Amdocs may, in the ordinary course of
business, subcontract (i) for third party services or products
that are not exclusively dedicated to SBC and that do not
include regular direct contact with SBC or Eligible Recipient
personnel or the performance of services at SBC Sites or (ii)
with temporary personnel firms for the provision of temporary
contract labor (collectively, "SHARED SUBCONTRACTORS");
provided, that such Shared Subcontractors possess the training
and experience, competence and skill to perform the work in a
skilled and professional manner. SBC shall have no approval
right with respect to such Shared Subcontractors. If, however,
SBC expresses dissatisfaction with the services of a Shared
Subcontractor, Amdocs shall work in good faith to resolve
SBC's concerns on a mutually acceptable basis and, at SBC
request, replace such Shared Subcontractor at no additional
cost to SBC.
(c) AMDOCS RESPONSIBILITY. Amdocs shall be responsible for any
failure by any Subcontractor or Subcontractor personnel to
perform in accordance with this
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Agreement or to comply with any duties or obligations imposed
on Amdocs under this Agreement to the same extent as if such
failure to perform or comply was committed by Amdocs or Amdocs
employees. Amdocs shall guarantee the performance of all such
Subcontractors and Subcontractor personnel providing any of
the Services hereunder. Amdocs shall be SBC's sole point of
contact regarding the Services, including with respect to
payment.
9.12 SUPPLIER DIVERSITY.
(a) MBE/WBE/DVBE.
(i) SBC seeks to give minority-, women- and Disabled
Veteran-owned businesses the maximum opportunity to
participate in the performance of its contracts;
current goals are MBE-[**]%, WBE-[**]%, and
DVBE-[**]%. Amdocs commits to goals for the
participation of MBE/WBE and DVBE firms (as defined
in subsection (e) below entitled "MBE/WBE/DVBE
Cancellation") as follows: MBE - [**]% percent annual
MBE participation; WBE - [**]% percent annual WBE
participation; and DVBE - [**]% percent annual DVBE
participation. These goals apply to all annual
expenditures by any entity pursuant to this Agreement
with Amdocs.
(ii) Attached hereto and incorporated herein as SCHEDULE T
is Amdocs' completed Participation Plan outlining its
MBE/WBE/DVBE goals and specific and detailed plans to
achieve those goals. Amdocs will submit an updated
Participation Plan annually by the first week in
January during each calendar year of the term of this
Agreement. Amdocs will submit MBE/WBE/DVBE Results
Reports quarterly by the end of the first week
following the close of each quarter, using the form
attached hereto and incorporated herein as SCHEDULE
T. Participation Plans and Results Reports will be
submitted to the SBC Contract Office.
(iii) [**] under this Agreement [**]. In addition, Amdocs
may [**] under this Agreement [**].
(b) MBE/WBE/DVBE CANCELLATION.
(i) [**] of this Agreement. In the event [**] this
Agreement [**].
(ii) For Amdocs purchases under this Agreement, MBEs/WBEs
are defined as businesses, which are certified as
MBEs/WBEs by a certifying agency recognized by SBC.
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(iii) MBEs/WBEs must be [**] owned by a minority individual
or group or by one or more women (for publicly-held
businesses, [**] of the stock must be owned by one or
more of those individuals), and the MBEs/WBEs'
management and daily business operations must be
controlled by one or more of those individuals, and
these individuals must be either U.S. citizens or
legal aliens with permanent residence status. For the
purpose of this definition, minority group members
include male or female Asian Americans, Black
Americans, Filipino Americans, Hispanic Americans,
Native Americans (i.e., American Indians, Eskimos,
Aleuts and Native Hawaiians), Polynesian Americans,
and multi-ethnic (i.e., any combination of MBEs and
WBEs where no one specific group has [**] ownership
and control of the business, but when aggregated, the
ownership and control combination meets or exceeds
the [**]. "Control" in this context means exercising
the power to make policy decisions. "Operate" in this
context means actively involved in the day-to-day
management of the business and not merely acting as
officers or directors.
(iv) For Amdocs purchases under this Agreement, DVBEs are
defined as any business concern that satisfies the
requirements of the following paragraph and is
certified as a DVBE by a certifying agency recognized
by SBC.
(v) The DVBE must be (i) a non publicly-owned [**] owned
by one or more disabled veterans; or (ii) a
publicly-owned business in which [**] of the stock is
owned by one or more disabled veterans; or (iii) a
subsidiary which is wholly owned by a parent
corporation, but only if [**] of the voting stock of
the parent corporation is owned by one or more
disabled veterans; or (iv) a joint venture in which
[**] of the joint venture's management and control
and earnings are held by one or more disabled
veterans. In each case, the management and control of
the daily business operations must be by one or more
disabled veterans. A disabled veteran is a veteran of
the military, naval or air service of the United
States with a service-connected disability.
"Management and control" in this context means
exercising the power to make policy decisions and
actively involved in the day-to-day management of the
business and not merely acting as officers or
directors.
9.13 GOVERNMENT CONTRACT FLOW-DOWN CLAUSES.
(a) GENERAL. The Parties acknowledge and agree that, as a matter
of federal procurement law, Amdocs may be deemed a
subcontractor to SBC or an Eligible Recipient under one or
more of their contracts with the federal government, that the
Services provided or to be provided by Amdocs in such
circumstances may
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constitute "COMMERCIAL ITEMS" as that term is defined in the
Federal Acquisition Regulation, 48 C.F.R. Section 52.202, and
that subcontractors providing commercial items under
government contracts are subject to certain mandatory
flow-down clauses (currently, (i) Equal Opportunity, (ii)
Affirmative Action for Special Disabled and Vietnam Era
Veterans, and (iii) Affirmative Action for Handicapped
Workers) under the Federal Acquisition Regulation, 48 C.F.R.
Section 52.244-6. The Parties agree that, insofar as certain
clauses are be required to be flowed down to Amdocs, Amdocs
shall comply, [**] with those clauses required by applicable
regulations to be included in a subcontract for commercial
items.
(b) SPECIAL REQUIREMENTS. The Parties do not believe that the
Services provided by Amdocs under this Agreement will be
subject to government flow-down requirements other than those
associated with any subcontracts for commercial items. Should
compliance by Amdocs with additional flow-down provisions
nevertheless be required by the federal government in certain
circumstances, Amdocs shall comply with such additional
flow-down provisions as are required by applicable regulations
to be included in a subcontract, and the Parties shall
negotiate in good faith regarding the additional
consideration, if any, to be paid to Amdocs in such
circumstances. [**] pursuant to SECTION 11.5, [**].
10. SBC RESPONSIBILITIES.
10.1 RESPONSIBILITIES.
In addition to SBC's responsibilities as expressly set forth elsewhere
in this Agreement, SBC shall be responsible for the following:
(a) SBC CONTRACT OFFICE. The SBC Contract Office shall have the
authority to act on behalf of SBC in all day-to-day matters
pertaining to this Agreement. SBC may change the designated
SBC Contract Office from time to time by providing notice to
Amdocs. Additionally, SBC will have the option, but will not
be obligated, to designate in writing additional
representatives who will be authorized to make certain
decisions (e.g., regarding emergency maintenance) if the SBC
Contract Office is not available.
(b) COOPERATION. SBC shall cooperate with Amdocs by, among other
things, making available, as reasonably requested by Amdocs,
management personnel, information, approvals and acceptances
so that Amdocs may accomplish its obligations and
responsibilities hereunder.
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(c) REQUIREMENT OF WRITING. To the extent Amdocs is required under
this Agreement to obtain SBC's approval, consent or agreement,
such approval, consent or agreement must be in writing and
must be signed or e-mailed by the SBC Contract Office or an
authorized SBC representative. Notwithstanding the preceding
sentence, the SBC Contract Office may agree in advance in
writing that as to certain specific matters oral approval,
consent or agreement will be sufficient.
10.2 SAVINGS CLAUSE.
Amdocs' failure to perform its responsibilities under this Agreement or
to meet the Service Levels shall be excused if and to the extent such
Amdocs non-performance is caused by SBC's or an Eligible Recipient's or
any third party under SBC's or an Eligible Recipient's control's act or
omission, [**].
11. CHARGES.
11.1 GENERAL.
(a) PAYMENT OF CHARGES. In consideration of Amdocs' performance of
the Services, SBC agrees to pay Amdocs the applicable Charges
set forth in SCHEDULE J.
(b) [**] TRANSITION SERVICES. The [**] for Transition Services
provided by or for Amdocs under this Agreement [**]. SBC shall
[**] set forth in this ARTICLE 11, or SCHEDULE J. Any and all
costs incurred by Amdocs prior to the Effective Date are
specified and included in SCHEDULE J (except for work done
under agreements between the Parties existing prior to the
Effective Date, which shall be paid and invoiced under those
existing agreements).
(c) [**], Amdocs shall [**].
(d) CHARGES FOR NEW SERVICES. For New Services, SBC will pay
Amdocs at the Time and Material (T&M) rates listed in SCHEDULE
J.
11.2 PASS-THROUGH EXPENSES.
(a) PROCEDURES AND PAYMENT. SBC shall pay all Pass-Through
Expenses directly to the applicable suppliers following
review, validation and approval of such Pass-Through Expenses
by Amdocs. Before submitting an invoice to SBC for any
Pass-Through Expense, Amdocs shall (i) review and validate the
invoiced charges, (ii) identify any errors or omissions, and
(iii) communicate with the applicable supplier to correct any
errors or omissions, resolve any questions or issues and
obtain any applicable credits for SBC. Amdocs shall deliver to
SBC
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the original supplier invoice, together with any documentation
supporting such invoice and a statement that Amdocs has
reviewed and validated the invoiced charges, [**] prior to the
date on which payment is due. In addition, [**] prior to such
date. [**].
(b) [**]. Amdocs will [**].
11.3 [**].
Amdocs acknowledges that [**] set forth in this Agreement [**].
11.4 TAXES
The Parties' respective responsibilities for taxes arising under or in
connection with this Agreement shall be as follows:
(a) INCOME TAXES. Each Party shall be responsible for its own
Income Taxes.
(b) SALES, USE AND PROPERTY TAXES. Each Party shall be responsible
for any sales, lease, use, personal property or other such
taxes on Equipment, Software or property it owns or leases
from a third party, including any Equipment lease assigned
pursuant to this Agreement, and/or for which it is financially
responsible under this Agreement.
(c) TAXES ON GOODS OR SERVICES USED BY AMDOCS. [**] shall be
responsible for all sales, service, value-added, lease, use,
personal property, excise, consumption, and other taxes and
duties payable [**] on any goods or services used or consumed
by Amdocs in providing the Services where the tax is imposed
on [**] use of such goods or services.
(d) SERVICE TAXES. [**] shall be financially responsible for all
Service Taxes as of the Effective Date on the provision of the
Services as a whole, or on any particular Service received by
or the license granted pursuant to Schedule X or other
products provided to SBC or the Eligible Recipients, from or
by Amdocs. If new or higher Service Taxes thereafter become
applicable to the Services as a result of either Party moving
all or part of its operations to a different jurisdiction
(e.g., SBC opening a new office, Amdocs relocating a shared
service center) [**] Service Taxes. If new or higher Service
Taxes become applicable to such Services after the Effective
Date for any other reason (e.g., tax law changes, but not
volume changes) the Parties shall negotiate in good faith and
diligently seek to agree upon a reasonable and fair allocation
and sharing of financial responsibility for such new or
additional Service Taxes. If the Parties are unable to agree
upon such an allocation and sharing within thirty (30) days,
either Party
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may submit the issue for resolution through the dispute
resolution procedures of SECTION 19.2. If required [**] under
this provision. [**]under this Section [**].
(e) CERTAIN FOREIGN TAXES. In the event a non-United States
Eligible Recipient shall purchase directly from Amdocs under
this Agreement any Service, license or product, such
non-United States Eligible Recipient shall be financially
responsible for Service Taxes and withholding taxes assessed
by the applicable foreign (non-United States) jurisdiction in
connection with the provision of Service, license or product
by Amdocs to such non-United States Eligible Recipient;
provided that Amdocs shall, in accordance with SECTION 11.4(f)
hereof, cooperate with SBC and the non-United
States Eligible Recipient to minimize any liability for such
taxes and shall so stipulate such taxes in any applicable
proposed Order. In the case of any such required payment [**]
the [**] in accordance with the applicable law.
(f) EFFORTS TO MINIMIZE TAXES. The Parties agree to reasonably
cooperate with each other to enable each to more accurately
determine its own tax liability [**] this section is[**].
Amdocs' invoices shall separately state the Charges that are
subject to taxation and the amount of taxes included therein
stated as separate items and shall indicate the jurisdiction
imposing the tax. Each Party will provide and make available
to the other any resale certificates, information regarding
out-of-state or out-of-country sales or use of equipment,
materials, or services, and other exemption certificates or
information reasonably requested by either Party. [**]The
Parties shall [**] in accordance with [**]
At SBC's request, Amdocs shall provide SBC with written
evidence of Amdocs' filing of all required tax forms and
returns required in connection with any Service Taxes
collected from SBC, and its collection and remittance of all
applicable Service Taxes.
(g) TAX AUDITS OR PROCEEDINGS. Each Party will promptly notify the
other of, and coordinate with the other, the response to and
settlement of, any claim for taxes asserted by applicable
taxing authorities for which the other Party is responsible
hereunder. With respect to any claim arising out of a form or
return signed by a Party to this Agreement, such Party will
have the right to elect to control the response to and
settlement of the claim, but the other Party will have all
rights to participate in the responses and settlements that
are appropriate to its potential responsibilities or
liabilities. Each Party also shall have the right to challenge
the imposition of taxes for which it is financially
responsible under this Agreement or, if necessary, to request
the other Party to challenge the imposition of such taxes.
Such request will not be unreasonably denied. If either Party
requests the
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other to challenge the imposition of any tax, the requesting
Party will reimburse the other for all fines, penalties,
interest, additions to taxes (penalty in notice) or similar
liabilities imposed in connection therewith, plus the
reasonable legal fees and expenses it incurs. A Party shall be
entitled to any tax refunds or rebates granted to the extent
such refunds or rebates are of taxes that were paid by it.
(h) TAX FILINGS. Each Party represents, warrants and covenants
that it will file appropriate tax returns, and pay applicable
taxes owed arising from or related to the provision of the
Services in applicable jurisdictions. Amdocs represents,
warrants and covenants that it is registered to and will
collect and remit Service Taxes in all applicable
jurisdictions.
11.5 [**].
(a) [**]. As used in this Agreement, [**]" means a circumstance in
which [**] and which by the application of SECTION 11.5(c)
would [**] include the following:
(i) changes [**];
(ii) changes [**];
(iii) [**] or the [**];
(iv) changes [**];
(v) changes [**];
(vi) changes [**];
(vii) changes [**];
(viii) changes [**]; and
(ix) [**] pursuant to SECTION 11.5.
(b) [**]. As used in this Agreement, [**] means the following [**]
and which by the application of SECTION 11.5(c) [**].
(i) [**] For example, [**].
(ii) [**] For example, [**].
(iii) [**] changes [**].
(iv) [**] that will [**] in connection with the [**].
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(c) [**]. [**] set forth in SECTION 9.5 [**] described in either
SECTION 11.5(b)(i), (ii) or (iii) above:[**] described in
SECTION 11.5(b)(iv) above, [**]. The Parties thereafter
shall[**].
11.6 [**].
(a) [**]. Subject to SECTION 9.4, Amdocs shall provide [**] and
support [**].
(b) [**]. The Parties agree that [**], the Parties shall [**].
(c) [**]. [**] to provide [**] generally [**] to be [**] generally
[**] subject to Section 9.5, [**] with the [**].
(d) [**]. Amdocs shall [**] shall include [**].
11.7 PRORATION.
Periodic charges under this Agreement are to be computed on a calendar
month basis, and shall be prorated for any partial month on a calendar
day basis.
11.8 REFUNDABLE ITEMS.
(a) PREPAID AMOUNTS. Where SBC has prepaid for a Service for which
Amdocs is assuming financial responsibility under this
Agreement, Amdocs shall refund to SBC, upon either Party
identifying the prepayment, that portion of such prepaid
expense that is attributable to periods on and after the
Commencement Date. After termination or expiration of this
Agreement for any reason, where Amdocs has prepaid for a
service that will be received by SBC after termination or
expiration of this Agreement, SBC shall refund to Amdocs, upon
either Party identifying the prepayment, that portion of such
prepaid expense that is attributable to periods on and after
the termination or expiration date.
(b) REFUNDS AND CREDITS. If Amdocs should receive a refund,
credit, discount or other rebate for goods or services paid
for by SBC on a Pass-Through Expense, or cost-reimbursement
basis, then Amdocs shall (i) notify SBC of such refund,
credit, discount or rebate and (ii) pay the full amount of
such refund, credit, discount or rebate to SBC.
11.9 [**].
(a) [**]. From time to time during the term of this Agreement [**]
the Services [**] In making this [**] as and to the extent
[**] the term of the agreement; [**] includes the
[**]supplier; (iii) [**] includes the [**] this Agreement [**]
includes [**].
(b) GENERAL. [**] confidentiality and security provisions
specified in this Agreement. [**] under this Agreement.
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(c) [**]. [**] shall have [**]. If the Parties [**]).
12. INVOICING AND PAYMENT.
12.1 INVOICING.
(a) INVOICE. [**], Amdocs will present SBC with one invoice for
any charges or amounts due and owing [**]. Notwithstanding the
foregoing, [**]. The invoice shall be delivered to SBC at the
address listed in Section 21.3. Except as otherwise set forth
herein, Amdocs shall not invoice SBC for any advance or
concurrent charges or other amounts.
(b) FORMAT AND DATA. Each invoice shall be provided electronically
(if requested by SBC) and shall be in the form specified in
EXHIBIT 1. Each invoice shall include all details necessary to
meet SBC's requirements, [**] requirements. [**]
(c) CREDITS. To the extent a credit [**] may be due to SBC
pursuant to this Agreement, Amdocs shall provide SBC with an
appropriate credit against amounts then due and owing; if no
further payments are due to Amdocs, Amdocs shall pay such
amounts to SBC [**].
(d) LATE INVOICES. [**], Amdocs shall [**]. Notwithstanding
SECTION 12.2, SBC shall have a period of time not less than
the period between the performance of Services and SBC's
receipt of the invoice for such Services in which to
investigate the accuracy and, if appropriate, dispute such
invoice.
12.2 PAYMENT DUE.
Subject to the other provisions of this ARTICLE 12, each invoice
provided for under SECTION 12.1 shall be due and payable [**] of such
invoice unless the amount in question is disputed in accordance with
SECTION 12.4. Notwithstanding any other remedies available to Amdocs
under this Agreement or under applicable law, payment more than [**]
days after the due date shall bear interest from the date payment is
due at the rate of [**] percent ([**]%) per annum [**], unless the
amount in arrears is disputed in good faith and until such dispute is
resolved. However, the undisputed amounts shall be paid by SBC without
delay as aforesaid.
12.3 [**].
With respect to any [**] hereunder.
12.4 [**].
[**] subject to the following:
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(a) [**]. [**] in accordance with this Agreement, [**]. [**] in
accordance with this Agreement, [**].
(b) [**]. [**] Amdocs shall [**]. [**] in this Agreement, [**]
under this Agreement [**] of this Agreement.
(c) [**]. [**] Amdocs shall [**].
(d) [**]. [**] in this Agreement [**] under this Agreement [**] of
this Agreement.
(e) [**]. [**] may otherwise have [**].
(f) [**]. [**] SBC shall [**].
13. SBC DATA AND OTHER PROPRIETARY INFORMATION.
13.1 SBC OWNERSHIP OF SBC DATA.
SBC Data are and shall remain the property of SBC. Amdocs shall
promptly deliver or provide SBC access to SBC Data to SBC in the
format, on the media and in the timing prescribed by SBC (i) at any
time at SBC's request, (ii) at the expiration or termination of this
Agreement and the completion of all requested Termination Assistance
Services, or (iii) with respect to particular SBC Data, at such earlier
date that such data are no longer required by Amdocs to perform the
Services. Thereafter, Amdocs shall return or destroy, as directed by
SBC, all copies of the SBC Data in Amdocs' possession or under Amdocs'
control [**] and deliver to SBC written certification of such return or
destruction signed by an officer of Amdocs. [**]. SBC Data shall not be
utilized by Amdocs for any purpose other than the performance of
Services under this Agreement and the resolution of disputes
(consistent with SECTION 13.3(b)(iii)). Nor shall SBC Data be sold,
assigned, leased, commercially exploited or otherwise provided to third
parties by or on behalf of Amdocs or Amdocs Personnel. Amdocs shall
promptly notify SBC if Amdocs believes that any use of SBC Data by
Amdocs contemplated under this Agreement or to be undertaken as part of
the Services is inconsistent with the foregoing. Amdocs shall not
possess or assert any lien or other right against or to SBC Data.
13.2 SAFEGUARDING SBC DATA.
(a) SAFEGUARDING PROCEDURES. Amdocs shall establish and maintain
environmental, safety and facility procedures, data security
procedures and other safeguards against the destruction, loss,
unauthorized access or alteration of SBC Data in the
possession of Amdocs which are [**] as of the Commencement
Date [**] and applicable Laws. Amdocs will revise and maintain
such procedures and safeguards upon SBC's request. SBC shall
have the right to establish backup security for SBC Data and
to keep backup copies of the SBC Data in SBC possession at SBC
expense if SBC so chooses. Amdocs shall remove all SBC Data
from any media taken out of service and shall destroy or
securely erase such media in accordance with the Policy and
Procedures Manual. No media on which SBC Data is stored may be
used or re-used to store data of any other customer of Amdocs
or to deliver data to a third party, including another Amdocs
customer,
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unless securely erased in accordance with the Policy and
Procedures Manual. In the event Amdocs discovers or is
notified of a breach or potential breach of security relating
to SBC Data, Amdocs will expeditiously under the circumstances
notify SBC and investigate and remediate the effects of such
breach or potential breach of security and will provide SBC
with such assurances as SBC shall request that such breach or
potential breach will not recur.
(b) RECONSTRUCTION PROCEDURES. As part of the Services, Amdocs
shall be responsible for developing and maintaining procedures
for the reconstruction of lost SBC Data which are [**] as of
the Commencement Date [**].
(c) CORRECTIONS. Amdocs shall at all times adhere to the
procedures and safeguards specified in SECTION 13.2(a) and
(b), and shall correct, at no charge to SBC, any destruction,
loss or alteration of any SBC Data attributable to the failure
of Amdocs or Amdocs Personnel to comply with Amdocs'
obligations under this Agreement.
13.3 CONFIDENTIALITY.
(a) PROPRIETARY INFORMATION. Amdocs and SBC each acknowledge that
the other possesses and will continue to possess information
that has been developed or received by it, has commercial
value in its or its customer's business and is not in the
public domain. Except as otherwise specifically agreed in
writing by the Parties, "PROPRIETARY INFORMATION" means (i)
this Agreement and the terms thereof; (ii) all information
marked confidential, restricted or proprietary by either
Party; and (iii) any other information that is treated as
confidential by the disclosing Party and would reasonably be
understood to be confidential, whether or not so marked. In
the case of SBC and the Eligible Recipient, Proprietary
Information also shall include Software provided to Amdocs by
or through SBC or the Eligible Recipients, Developed
Materials, SBC Data, attorney-client privileged materials,
attorney work product, customer lists, customer information
and pricing, strategic plans, account information, research
information, trade secrets, financial/accounting information,
human resources and personnel information, marketing/sales
information, information regarding businesses, plans,
operations, third party contracts, internal or external
audits, law suits or other information or data obtained,
received, transmitted, processed, stored, archived, or
maintained by Amdocs under this Agreement. By way of example,
SBC Proprietary Information shall include [**]. In the case of
Amdocs, Proprietary Information shall include [**].
(b) OBLIGATIONS.
(i) During the term of this Agreement and at all times
thereafter, Amdocs and SBC shall not disclose, and
shall maintain the confidentiality of, all
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Proprietary Information of the other Party. SBC and
Amdocs shall each use at least the same degree of
care to safeguard and to prevent disclosing to third
parties the Proprietary Information of the other as
it employs to avoid unauthorized disclosure,
publication, dissemination, destruction, loss, or
alteration of its own like information (or
information of its customers) of a similar nature,
but not less than reasonable care. Amdocs Personnel
shall have access to SBC Proprietary Information only
to the extent necessary for such person to perform
his or her obligations under or with respect to this
Agreement or as otherwise naturally occurs in such
person's scope of responsibility, provided that such
access is not in violation of Law.
(ii) The Parties may disclose Proprietary Information to
their Affiliates, auditors, attorneys, accountants,
consultants, contractors and subcontractors, where
(A) use by such person or entity is authorized under
this Agreement, (B) such disclosure is necessary for
the performance of such person's or entity's
obligations under or with respect to this Agreement
or otherwise naturally occurs in such person's or
entity's scope of responsibility, (C) the person or
entity (and its applicable officers and employees)
agree in writing to assume the obligations described
in this SECTION 13.3, and (D) the disclosing Party
assumes full responsibility for the acts or omissions
of such person or entity and takes all reasonable
measures to ensure that the Proprietary Information
is not disclosed or used in contravention of this
Agreement. Any disclosure to such person or entity
shall be under the terms and conditions as provided
herein. Each Party's Proprietary Information shall
remain the property of such Party. Notwithstanding
the foregoing, consultants, contractors and
subcontractors and subcontractors of each Party shall
enter into a non-disclosure agreement in the forms
attached to this Agreement as EXHIBIT 6 with the
other Party prior to receiving Proprietary
Information of the first Party. Notwithstanding the
foregoing, SBC shall not provide Proprietary
Information to Direct Amdocs Competitors without
Amdocs' consent, [**]; provided, however, that
Amdocs' consent [**] Amdocs' Proprietary Information
and provided further that Amdocs may, in its sole
discretion, [**]s; provided, further, that Amdocs
shall [**].
(iii) Neither Party shall (i) make any use or copies of the
Proprietary Information of the other Party except as
contemplated by this Agreement, (ii) acquire any
right in or assert any lien against the Proprietary
Information of the other Party, (iii) sell, assign,
transfer, lease, or otherwise dispose of Proprietary
Information to third parties or commercially exploit
such information, including through derivative
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works, or (iv) refuse for any reason (including a
default or material breach of this Agreement by the
other Party) to promptly provide the other Party's
Proprietary Information (including copies thereof) to
the other Party if requested to do so. Upon
expiration or any termination of this Agreement and
completion of each Party's obligations under this
Agreement, each Party shall return or destroy, as the
other Party may direct, all documentation in any
medium that contains, refers to, or relates to the
other Party's Proprietary Information [**]. Each
Party shall deliver to the other Party written
certification of its compliance with the preceding
sentence signed by an officer of such Party. In
addition, each Party shall take all necessary steps
to ensure that its employees comply with these
confidentiality provisions.
(c) EXCLUSIONS. SECTION 13.3(b) shall not apply to any particular
information which the receiving Party can demonstrate by
written documentation (i) is, at the time of disclosure to it,
in the public domain other than through a breach of the
receiving Party's or a third party's confidentiality
obligations; (ii) after disclosure to it, is published by the
disclosing Party or otherwise becomes part of the public
domain other than through a breach of the receiving Party's or
a third party's confidentiality obligations; (iii) is lawfully
in the possession of the receiving Party at the time of
disclosure to it; (iv) is received from a third party having a
lawful right to disclose such information; or (v) is
independently developed by the receiving Party without
reference to Proprietary Information of the furnishing Party.
In addition, the receiving Party shall not be considered to
have breached its obligations under this SECTION 13.3 for
disclosing Proprietary Information of the other Party as
required, in the opinion of legal counsel, to satisfy any
legal requirement of a competent government body, provided
that, promptly upon receiving any such request, such Party
advises the other Party of the Proprietary Information to be
disclosed and the identity of the third party requiring such
disclosure prior to making such disclosure in order that the
other Party may interpose an objection to such disclosure,
take action to assure confidential handling of the Proprietary
Information, or take such other action as it deems appropriate
to protect the Proprietary Information. The receiving Party
shall use commercially reasonable efforts to cooperate with
the disclosing Party in its efforts to seek a protective order
or other appropriate remedy or in the event such protective
order or other remedy is not obtained, to obtain assurance
that confidential treatment will be accorded such Proprietary
Information.
(d) LOSS OF PROPRIETARY INFORMATION. Each Party shall: (i)
immediately notify the other Party of any possession, use,
knowledge, disclosure, or loss of such other Party's
Proprietary Information in contravention of this Agreement;
(ii) promptly furnish to the other Party all known details and
assist such other Party in
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investigating and/or preventing the reoccurrence of such
possession, use, knowledge, disclosure, or loss; (iii)
cooperate with the other Party in any investigation or
litigation deemed necessary by such other Party to protect its
rights; and (iv) promptly use all commercially reasonable
efforts to prevent further possession, use, knowledge,
disclosure, or loss of Proprietary Information in
contravention of this Agreement. Each Party shall bear any
costs it incurs in complying with this SECTION 13.3(d).
(e) NO IMPLIED RIGHTS. Nothing contained in this Section 13.3
shall be construed as obligating a Party to disclose its
Proprietary Information to the other Party, or as granting to
or conferring on a Party, expressly or impliedly, any rights
or license to any Proprietary Information of the other Party.
(f) SURVIVAL. The Parties' obligations of non-disclosure and
confidentiality shall survive the expiration or termination of
this Agreement for a period of ten (10) years.
13.4 FILE ACCESS.
SBC will have unrestricted access to, and the right to review and
retain the entirety of, all computer or other files containing SBC
Data, as well as all systems and network logs. At no time will any of
such files or other materials or information be stored or held in a
form or manner not immediately accessible to SBC. Amdocs shall provide
to the SBC Contract Office all passwords, codes, comments, keys,
documentation and the locations of any such files promptly upon the
request of SBC, including Equipment and Software keys and such
information as to format, encryption (if any) and any other
specifications or information necessary for SBC to retrieve, read,
revise and/or maintain such files. [**] SBC may request access [**] as
contemplated by this Agreement.
14. OWNERSHIP OF MATERIALS.
14.1 SBC OWNED MATERIALS.
SBC shall be the sole and exclusive owner of all SBC owned Materials,
including SBC Owned Software, and all enhancements and derivative works
of such Materials, including United States and foreign intellectual
property rights in such Materials ("SBC OWNED MATERIALS").
14.2 DEVELOPED MATERIALS.
(a) OWNERSHIP [**]. Unless the Parties agree otherwise, [**]
pursuant to this Agreement, but not including [**] of this
Agreement [**] in connection with the
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Services provided by Amdocs under this Agreement [**]. If any
such Developed Materials may [**] such Developed Materials,
[**]. Amdocs acknowledges [**] such Developed Materials.
Amdocs agrees [**] Amdocs is free [**] (including under this
Agreement) [**] (including rights in the [**].
(b) [**]. Amdocs shall, [**] Developed Materials. [**] such
Materials; [**] for such Materials shall [**] of such
Materials [**] applicable to Developed Materials.
14.3 AMDOCS OWNED MATERIALS.
(a) GENERAL. Amdocs shall be the sole and exclusive owner of the
(i) Materials it lawfully owned prior to the Commencement
Date, (ii) Materials acquired by Amdocs on or after the
Commencement Date (including any such Materials purchased from
SBC pursuant to this Agreement), (iii) derivative works of
Amdocs Owned Software created by Amdocs and not otherwise
owned by SBC pursuant to the terms of this Agreement, (iv)
Materials developed by Amdocs other than in the course of the
performance of its obligations under this Agreement or in
connection with the use of any SBC Data or SBC Owned Software
("AMDOCS OWNED MATERIALS"), including United States and
foreign intellectual property rights in such Amdocs Owned
Materials.
(b) EMBEDDED MATERIALS. To the extent that Amdocs Owned Materials
are embedded in any Developed Materials covered by SECTION
14.2(a), Amdocs shall not be deemed to have assigned its
intellectual property rights in such Amdocs Owned Materials to
SBC, but Amdocs hereby grants to SBC a license consistent with
and on the same terms as the license granted to SBC under
SCHEDULE X for so long as such Amdocs Owned Materials remain
embedded in such Developed Materials.
(c) [**]. [**], Amdocs will [**] perform the Services.
14.4 OTHER MATERIALS.
This Agreement shall not confer upon either Party intellectual property
rights in Materials of the other Party (to the extent not covered by
this ARTICLE 14) unless otherwise so provided elsewhere in this
Agreement.
14.5 GENERAL RIGHTS.
(a) COPYRIGHT LEGENDS. Each Party agrees to reproduce copyright
legends which appear on any portion of the Materials which may
be owned by the other Party or third parties.
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(b) [**]. Nothing in this Agreement (including ARTICLE 8) [**]
under this Agreement, [**]; provided, however, that this
SECTION 14.5(b) shall [**] under this Agreement [**].
(c) NO IMPLIED LICENSES. Except as expressly specified in this
Agreement, nothing in this Agreement shall be deemed to grant
to one Party, by implication, estoppel or otherwise, license
rights, ownership rights or any other intellectual property
rights in any Materials owned by the other Party or any
Affiliate of the other Party (or, in the case of Amdocs, any
Eligible Recipient).
(d) INCORPORATED MATERIALS. Should either Party incorporate into
Developed Materials any intellectual property subject to third
party patent, copyright or license rights, any ownership or
license rights granted herein with respect to such Materials
shall be limited by and subject to any such patents,
copyrights or license rights; provided that, prior to
incorporating any such intellectual property in any Materials,
the Party incorporating such intellectual property in the
Materials has disclosed this fact and obtained the prior
approval of the other Party.
14.6 SBC RIGHTS UPON EXPIRATION OR TERMINATION OF AGREEMENT.
As part of the Termination Assistance Services, Amdocs shall provide
the following to SBC and the Eligible Recipients with respect to
Materials and Software:
(a) SBC OWNED MATERIALS. With respect to Materials owned by SBC,
Amdocs shall, [**]:
(i) deliver to SBC all such Materials and all copies
thereof in the format and medium in use by Amdocs in
connection with the Services as of the date of such
expiration or termination; and
(ii) following confirmation by SBC that the copies of such
Materials delivered by Amdocs are acceptable and the
completion by Amdocs of any Termination Assistance
Services for which such Materials are required,
destroy or securely erase all other copies of such
Materials then in Amdocs' possession and cease using
such Materials for any purpose.
(b) AMDOCS OWNED MATERIALS. Subject to payment of any Termination
Charges due upon termination, with respect to those Materials
owned by Amdocs or Amdocs Affiliates and used by them to
provide the Services (with the exception of the Amdocs
Software Package which is licensed to SBC by Amdocs pursuant
to the terms and conditions set forth in SCHEDULE X), Amdocs
unless otherwise agreed in advance by SBC in accordance with
Section 6.4(c), [**]:
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(i) hereby [**] under SCHEDULE X;
(ii) shall [**]; and
(iii) shall [**] of this Agreement [**] set forth on
SCHEDULE X.
(c) SBC shall [**] in this SECTION 14.6(c).
(d) THIRD PARTY SOFTWARE AND MATERIALS. To the extent permitted
under applicable third party agreements, with respect to Third
Party Software and Materials licensed by Amdocs or Amdocs
Affiliates or Subcontractors and used by them to provide the
Services, Amdocs hereby grants to SBC (or, at SBC's election,
to SBC's designee who agrees to be bound by the
confidentiality requirements of a non-disclosure agreement as
otherwise required under this Agreement) a sublicense (with
the right to grant sublicenses) offering the same rights and
warranties with respect to such Third Party Software and
Materials available to Amdocs (or Amdocs Affiliates or
Subcontractors), on the same terms and conditions, for the
benefit and use of SBC and the Eligible Recipients upon the
expiration or termination of this Agreement with respect to
the Services for which such Third Party Software or Materials
were used, including any growth or increased utilization
thereof after the termination or expiration of this Agreement;
provided that, during the Termination Assistance Services
period, Amdocs may, with SBC's approval, substitute one of the
following for such sublicense:
(i) the assignment to SBC (or, at SBC's election, to
SBC's designee) of the underlying license for such
Third Party Software or Materials; or
(ii) the procurement for SBC (or, at SBC's election, to
SBC's designee) of a new license (with terms at least
as favorable as those in the license held by Amdocs
or its Affiliates or Subcontractors and with the
right to grant sublicenses) to such Third Party
Software and Materials for the benefit or use of SBC
and the Eligible Recipients.
In all events, SBC shall be obligated to make monthly or
annual payments attributable to periods after the expiration
or termination of this Agreement with respect to the Services
for which such Third Party Software or Materials were used for
the right to receive maintenance or support related thereto,
but only to the extent Amdocs would have been obligated to
make such payments if it had continued to hold the licenses in
question or SBC has agreed in advance to make such payments.
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(e) SUBSTITUTE MATERIALS. If and to the extent SBC has agreed in
advance to accept substitute software or materials, Amdocs
may, in lieu of Third Party Software and Materials to which
SBC is otherwise entitled under SECTION 6.4(c), deliver the
specified licenses and other rights to equivalent software and
materials which are sufficient to perform, [**], support or
resources and at the levels of efficiency required by this
Agreement, the functions of such Third Party Software and
Materials after the expiration or termination of this
Agreement.
15. REPRESENTATIONS AND WARRANTIES.
15.1 WORK STANDARDS.
Amdocs represents and warrants that the Services shall be rendered with
promptness and diligence and shall be executed in a professional and
workmanlike manner, in accordance [**] the Service Levels. Amdocs
represents and warrants that it shall use adequate numbers of qualified
individuals with suitable training, education, experience, competence
and skill to perform the Services. Amdocs shall provide such
individuals with training as to new products and services prior to the
implementation of such products and services in the SBC environment.
15.2 MAINTENANCE.
(a) AMDOCS RESPONSIBILITY. Amdocs represents and warrants that,
unless otherwise agreed, it shall maintain the Equipment and
Software so that they operate substantially in accordance with
the Service Levels and their specifications, including (i)
maintaining Equipment in good operating condition, subject to
normal wear and tear, (ii) undertaking repairs and preventive
maintenance on Equipment in accordance with the applicable
Equipment manufacturer's recommendations and requirements, and
(iii) performing Software maintenance in accordance with the
applicable Software supplier's documentation, recommendations
and requirements.
(b) OUT OF SUPPORT THIRD PARTY EQUIPMENT AND SOFTWARE. For Third
Party Equipment and Software no longer supported by the
licensor or manufacturer for which Amdocs has operational
responsibility under SCHEDULES E and E.2, Amdocs shall use
commercially reasonable efforts to perform maintenance for
such Equipment or Software as required.
(c) REFRESH. To the extent Amdocs has financial responsibility
under SCHEDULES E and E.1 for Equipment or Software, Amdocs
shall Upgrade or replace such Equipment or Software as
necessary to satisfy its obligations under this Agreement,
[**].
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15.3 EFFICIENCY AND COST EFFECTIVENESS.
Amdocs represents and warrants that it shall use commercially
reasonable efforts to provide the Services in the most effective manner
consistent with the required level of quality and performance. Without
limiting the generality of the foregoing, such actions shall include:
(a) TIMING OF ACTIONS. Making adjustments in the timing of actions
[**]
(b) TIMING OF FUNCTIONS. [**], the performance of non-critical
functions [**].
(c) SYSTEMS OPTIMIZATION. Tuning or optimizing the Systems
(including memory) used to perform the Services [**].
(d) USAGE SCHEDULING. Controlling its use of the System and/or the
SBC data network by scheduling usage, where possible, to low
utilization periods
(e) ALTERNATIVE TECHNOLOGIES. Using alternative technologies to
perform the Services.
(f) EFFICIENCY. Efficiently using resources for which SBC retains
financial responsibility, consistent with industry norms, and
compiling data concerning such efficient use in segregated and
auditable form whenever possible.
15.4 SOFTWARE AND MODERNIZATION SERVICES.
(a) OWNERSHIP AND USE. Amdocs represents, warrants and covenants
that it is either the owner of, or authorized to use, any and
all Software provided and used by Amdocs in providing the
Services. As to any such Software that Amdocs does not own but
is authorized to use, Amdocs shall advise SBC as to the
ownership and extent of Amdocs' rights with regard to such
Software to the extent any limitation in such rights would
materially impair Amdocs' performance of its obligations under
this Agreement.
(b) AMDOCS OWNED SOFTWARE COMPLIANCE. Amdocs represents, warrants
and covenants that any Amdocs Owned Software will [**]
described therein.
(c) DEVELOPED MATERIALS COMPLIANCE. Amdocs represents, warrants
and covenants that Developed Materials shall [**] be set forth
in the applicable Order.
(d) AMDOCS SOFTWARE PACKAGE COMPLIANCE. In addition to the
representations, warranties and covenants above, Amdocs
represents, warrants and covenants that Amdocs Software
Package [**].
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(e) NONCONFORMITY. In the event that the Amdocs owned software,
developed materials or the Amdocs software package do not
comply with the specifications and criteria set forth in this
agreement, and/or materially and adversely affect the services
provided hereunder, Amdocs shall repair in accordance with the
provisions of Schedule G or replace such software or material
with conforming software or material. [**]
(f) OUT OF SUPPORT THIRD PARTY SOFTWARE. To the extent third party
software for which Amdocs is operationally responsibility
under Schedules E and E.2 is no longer supported by the
applicable licensor or manufacturer, [**].
15.5 NON-INFRINGEMENT.
(a) PERFORMANCE OF RESPONSIBILITIES. Except as otherwise provided
in this Agreement, each Party represents and warrants that it
shall perform its responsibilities under this Agreement in a
manner that does not infringe, or constitute an infringement
or misappropriation of, any patent, copyright, trademark,
trade secret or other proprietary or privacy rights of any
third party; provided, however, that the performing Party
shall not have any obligation or liability to the extent any
infringement or misappropriation is caused by (i)
modifications made by the other Party or its contractors or
subcontractors, without the knowledge or approval of the
performing Party, (ii) the other Party's combination of the
performing Party's work product or Materials with items not
furnished, specified or reasonably anticipated by the
performing Party or contemplated by this Agreement, (iii) a
breach of this Agreement by the other Party, (iv) the failure
of the other Party to use corrections or modifications
provided by the performing Party offering equivalent features
and functionality, or (v) [**] the performing Party to [**].
Each Party further represents an warrants that it will not use
or create materials in connection with the Services which are
or are alleged to be libelous, defamatory or obscene.
(b) THIRD PARTY SOFTWARE INDEMNIFICATION. In addition, unless
otherwise agreed, with respect to Third Party Software
provided by Amdocs pursuant to this Agreement, Amdocs
covenants that it shall make commercially reasonable efforts
to obtain and provide intellectual property indemnification
for SBC (or obtain intellectual property indemnification for
itself and enforce such indemnification on behalf of SBC) from
the suppliers of such Software. [**] under this Agreement.
(c) ACTIONS IN CASE OF INFRINGEMENT. In the event that (1) any
Materials, Developed Materials, Equipment or Software provided
by Amdocs or its Affiliates or Subcontractors pursuant to this
Agreement or used by them in the performance of the Services
are found or, based upon a third party claim or threatened
claim of infringement, are likely to be found, to infringe
upon the patent, copyright, trademark, trade secrets,
intellectual property or proprietary rights of any third
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party [**] under this Agreement or (2) the continued use of
such Materials, Developed Materials, Equipment or Software is
enjoined, Amdocs shall, in addition to defending, indemnifying
and holding harmless SBC as provided in Section 17.1(a)(iii)
and to the other rights SBC may have under this Agreement,
promptly and at its own cost and expense and in such a manner
as to minimize the disturbance to SBC's and the Eligible
Recipients' business activities do one of the following:
(i) [**]. [**] such Materials, Developed Materials,
Equipment or Software.
(ii) [**]. [**] as contemplated by this Agreement).
(iii) [**]. [**] such items [**].
15.6 AUTHORIZATION.
Each Party represents and warrants to the other that:
(a) CORPORATE EXISTENCE. It is a corporation duly incorporated,
validly existing and in good standing under the laws of its
State of incorporation;
(b) CORPORATE POWER AND AUTHORITY. It has the requisite corporate
power and authority to execute, deliver and perform its
obligations under this Agreement;
(c) LEGAL AUTHORITY. It has obtained all licenses, authorizations,
approvals, consents or permits required to perform its
obligations under this Agreement under all applicable Laws and
under all applicable rules and regulations of all authorities
having jurisdiction over the Services, except to the extent
the failure to obtain any such license, authorizations,
approvals, consents or permits is, in the aggregate,
immaterial;
(d) DUE AUTHORIZATION. The execution, delivery and performance of
this Agreement and the consummation of the transactions
contemplated by this Agreement have been duly authorized by
the requisite corporate action on the part of such Party; and
(e) NO VIOLATION OR CONFLICT. The execution, delivery, and
performance of this Agreement shall not constitute a violation
of any judgment, order, or decree; a material default under
any material contract by which it or any of its material
assets are bound; or an event that would, with notice or lapse
of time, or both, constitute such a default.
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15.7 INDUCEMENTS.
Amdocs represents and warrants that it has not given and will not give
commissions, payments, kickbacks, lavish or extensive entertainment, or
other inducements of more than minimal value to any employee or agent
of SBC in connection with this contract. Amdocs also represents and
warrants that, to the best of its knowledge, no officer, director,
employee, agent or representative of Amdocs has given any such
payments, gifts, entertainment or other thing of value to any employee
or agent of SBC. Amdocs also acknowledges that the giving of any such
payments, gifts, entertainment, or other thing of value is strictly in
violation of SBC policy on conflicts of interest, [**].
15.8 MALICIOUS CODE.
Each party shall cooperate with the other party and shall take
commercially reasonable actions and precautions (including the use of
antivirus software) consistent with Schedule E to prevent the
introduction and proliferation of malicious code into SBC's environment
or any system used by Amdocs to provide the services. [**] Under this
agreement, [**] the malicious code [**].
15.9 DISABLING CODE.
Amdocs represents and warrants that, without the prior written consent
of SBC, Amdocs shall not insert into the Software any Disabling Code.
Amdocs further represents and warrants that, with respect to any
Disabling Code that may be part of the Software, Amdocs shall not
invoke or cause to be invoked such Disabling Code at any time,
including upon expiration or termination of this Agreement for any
reason, without SBC's prior written consent. Amdocs also represents and
warrants that it shall not use Third Party Software with Disabling Code
without the prior approval of SBC.
15.10 COMPLIANCE WITH LAWS.
(a) COMPLIANCE BY AMDOCS. Amdocs represents and warrants that,
with respect to the provision of the Services and the
performance of its other legal and contractual obligations
hereunder, it is and shall be in compliance with all
applicable Laws (including but not limited to those requiring
the acquisition of applicable permits, certificates,
manifests, approvals and inspections, applicable to the use of
SBC Sites in the provision of Services, and applicable to the
Equipment, Software, Systems and Services for which Amdocs is
operationally responsible) on the Effective Date and shall
remain in compliance with such Laws for the entire term of
this Agreement. If a charge or a claim of non-compliance by
Amdocs with such Laws is made or asserted against Amdocs,
Amdocs shall promptly notify SBC of such charge or claim.
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(b) COMPLIANCE DATA AND REPORTS. [**], Amdocs shall provide SBC
with data and reports in Amdocs' possession necessary for SBC
to comply with, all Laws applicable to the Services.
(c) SOFTWARE, EQUIPMENT, SYSTEMS AND MATERIALS COMPLIANCE. Amdocs
covenants that the Software, Equipment, Systems and Materials
owned, provided or used by Amdocs in providing the Services
(other than [**]) are in compliance with all applicable Laws
on the Effective Date and shall remain in compliance with such
Laws for the entire term of this Agreement.
(d) NOTICE OF LAWS. Amdocs shall notify SBC of any Laws and
changes in Laws of which Amdocs is aware applicable to the
provision of the Services and shall identify the impact of
such Laws and changes in Laws on Amdocs' performance and SBC's
receipt and use of such Services. Amdocs also shall [**] to be
provided hereunder and shall [**], Amdocs shall [**]. With
respect to those Laws applicable to SBC [**], SBC shall [**].
At SBC's request, Amdocs Personnel shall participate in SBC
provided regulatory compliance training programs.
(e) CHANGES IN LAWS. Amdocs shall comply with all Laws and changes
in Laws (including Laws specifically applicable to SBC or the
Eligible Recipients as providers of telecommunication or
directories or advertising services to the extent Amdocs
receives notice of such Laws from SBC or as otherwise provided
in Section 15.10) and shall implement upon SBC approval any
necessary modifications to the Services prior to the deadline
imposed by the regulatory or governmental body having
jurisdiction for such requirement or change. With respect to
changes in the Laws applicable to the provision of
telecommunication or directories or advertising services by
SBC or the Eligible Recipients (excluding Laws applicable to
the provision of information technology, data processing
and/or printing products and services), such modifications
shall be considered New Services [**] provided by Amdocs [**];
provided that, [**], Amdocs shall [**] with compliance with
such Laws.
(f) COMPLIANCE WITH DATA PRIVACY LAWS. Without limiting the
foregoing, with respect to any SBC Personal Data, Amdocs shall
comply with all Laws under applicable Privacy Laws (as well as
Laws with respect to any customer proprietary network
information (as defined under the Telecommunications Act of
1996 and applicable Federal Communications Commission
regulations). Amdocs shall also provide SBC with such
assistance as SBC may reasonably require to fulfill its
responsibilities under the respective applicable Privacy Laws.
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(g) COMPLIANCE WITH EXPORT CONTROL LAWS. The Parties expressly
acknowledge their obligation to comply with all applicable
Laws regarding export from the United States of computer
hardware, software, technical data or derivatives thereof, as
such Laws may be modified from time to time. In their
respective performance of the activities contemplated under
this Agreement, neither party will directly or indirectly
export (or re-export) any computer hardware, software,
technical data or derivatives of such hardware, software or
technical data, or permit the shipment of same: (a) into any
country to which the United States has embargoed goods; (b) to
anyone on the U.S. Treasury Department's List of Specially
Designated Nationals, List of Specially Designated Terrorists
or List of Specially Designated Narcotics Traffickers, or the
U.S. Commerce Department's Denied Parties List; or (c) to any
country or destination for which the United States government
or a United States governmental agency requires an export
license or other approval for export without first having
obtained such license or other approval. Each Party will
reasonably cooperate with the other and will provide to the
other promptly upon request any end-user certificates,
affidavits regarding re-export or other certificates or
documents as are reasonably requested to obtain approvals,
consents, licenses and/or permits required for any payment or
any export or import of products or services under this
Agreement. To the extent within Amdocs' control, Amdocs shall
be responsible for, and shall coordinate and oversee,
compliance with such export Laws in respect of such items
exported or imported hereunder. This SECTION 15.10(g) shall
not relieve the Amdocs of its obligation to perform the
Services as provided herein, but such performance shall be
undertaken in a manner complying with such Laws. The
provisions of this SECTION 15.10(g) will survive the
expiration or termination of this Agreement for any reason.
(h) FCPA COMPLIANCE. Without limiting any other provision of this
Agreement, in all activities associated with the performance
of the Services, Amdocs shall perform in a manner consistent
with the requirements of the FCPA. The FCPA prohibits the
payment or offering anything of value to a government official
or political party or candidate for the purpose of corrupting
the exercise of an individual's duties and attempting to
influence that individual to provide or retain business. [**].
(i) RESPONSIBILITY. [**]Amdocs, SBC or the Eligible Recipients
[**] of Amdocs or its Subcontractors or third party product or
service providers [**] under this Agreement.
15.11 [**].
[**] the Services will be [**] with the [**] the Services.
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15.12 DISCLAIMER.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY
REPRESENTATIONS, CONDITIONS OR WARRANTIES TO THE OTHER PARTY, WHETHER
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
16. INSURANCE AND RISK OF LOSS.
16.1 INSURANCE.
(a) REQUIREMENTS. With respect to performance hereunder, and in
addition to Amdocs' obligation to indemnify, Amdocs agrees to
maintain, at all times during the term of this Agreement, the
following minimum insurance coverages and limits and any
additional insurance and/or bonds required by law:
(i) Workers' Compensation insurance with benefits
afforded under the laws of the state in which the
Services are to be performed and Employers Liability
insurance with minimum limits of $[**] for Bodily
Injury-each accident, $[**] for Bodily Injury by
disease-policy limits and $[**] for Bodily Injury by
disease-each employee.
(ii) Commercial General Liability insurance with minimum
limits of: $[**] General Aggregate limit; $[**] each
occurrence sub-limit for all bodily injury or
property damage incurred in any one occurrence; $[**]
each occurrence sub-limit for Personal Injury and
Advertising; $[**] Products/Completed Operations
Aggregate limit, with a $[**] each occurrence
sub-limit for Products/Completed Operations. Fire
Legal Liability sub-limits of $[**] are required for
lease agreements.
SBC will be listed as an Additional Insured on the
Commercial General Liability policy.
(iii) Professional or Errors & Omissions insurance with
minimum limits of $[**] each occurrence and $[**] in
the aggregate.
SBC will be listed as an Additional Insured on the
Professional or Errors & Omissions policy.
(iv) If use of a motor vehicle is required, Automobile
Liability insurance with minimum limits of $[**]
combined single limits per occurrence for bodily
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injury and property damage, which coverage shall
extend to all owned, hired and non-owned vehicles.
(b) APPROVED COMPANIES. All such insurance shall be procured with
reputable insurance companies and in such form as shall be
acceptable to SBC. SBC requires that companies affording
insurance coverage have a rating of [**] and a Financial Size
Category rating of [**], as rated in the A.M. Best Key Rating
Guide for Property and Casualty Insurance Companies.
(c) ENDORSEMENTS. The cancellation clause on the certificate of
insurance will be amended to read as follows:
"THE ISSUING COMPANY WILL MAIL 30 DAYS WRITTEN NOTICE TO THE
CERTIFICATE HOLDER PRIOR TO CANCELLATION OR A MATERIAL CHANGE
TO POLICY DESCRIBED ABOVE."
(d) CERTIFICATES. A certificate of insurance stating the types of
insurance and policy limits provided Amdocs must be received
prior to commencement of any work. If a certificate is not
received, Amdocs hereby authorizes SBC, and SBC may, but is
not required to, obtain insurance on behalf of Amdocs as
specified herein. SBC will either invoice Amdocs for the costs
incurred to so acquire insurance or will reduce by an
applicable amount any amount owed to Amdocs.
(e) NO IMPLIED LIMITATION. The obligation of Amdocs to provide the
insurance specified herein shall not limit in any way any
obligation or liability of Amdocs provided elsewhere in this
Agreement.
(f) SUBCONTRACTORS. Amdocs shall also require all subcontractors
performing work on the project or who may enter upon the SBC
Sites to maintain the same insurance requirements listed
above.
(g) [**]. With respect to insurance coverage to be provided by
Amdocs pursuant to SECTION 16.1, the applicable insurance
policies shall provide [**].
16.2 RISK OF LOSS.
(a) GENERAL. Except as otherwise provided in ARTICLE 17, each
Party shall be responsible for risk of loss of, and damage to,
any Equipment, Software or other materials in its possession
or under its control. Amdocs shall [**] provide the Services.
Each Party shall promptly notify the other of any damage
(except normal wear and tear), destruction, loss, theft, or
governmental taking of any item of Equipment, Software or
other materials in the possession or under the control
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of such Party, whether or not insured against by such Party,
whether partial or complete, which is caused by any act,
omission, fault or neglect of such Party ("EVENT OF LOSS").
Such Party shall be responsible for the cost of any necessary
repair or replacement of such Equipment, Software or other
materials due to an Event of Loss; in the event of an SBC
Event of Loss, such repair or replacement shall not be
considered part of Amdocs' maintenance obligations. For an SBC
Event of Loss, Amdocs shall coordinate and oversee repair or
replacement performed by a third-party on a Pass-Through
Expenses basis, or by Amdocs at agreed-upon prices.
(b) WAIVER. Except as provided below, Amdocs and SBC each waive
all rights to recover against the other Party for damage,
destruction, loss, theft, or governmental taking of their
respective real or tangible personal property (whether owned
or leased) from any cause to the extent covered by insurance
maintained by each of them, [**]. This waiver of subrogation
shall not extend to the damage, destruction, loss or theft of
real or tangible personal property caused by the negligence or
other tortious conduct of the other Party or the failure of
the other Party to comply with its obligations under this
Agreement. Amdocs and SBC will [**] by each Party.
17. INDEMNITIES.
17.1 INDEMNITY BY AMDOCS.
(a) GENERAL INDEMNIFICATION. Subject to the provisions of SECTION
18.2 Amdocs agrees to indemnify, defend and hold harmless SBC
and the Eligible Recipients and their respective officers,
directors, employees, agents, representatives, successors, and
assigns from any and all Losses relating to third party claims
arising from or in connection with any of the following:
(i) [**]. [**] on or after the Commencement Date [**]
pursuant to this Agreement;
(ii) [**]. [**] on or after the Commencement Date [**] to
provide the Services;
(iii) [**]. [**] proprietary rights [**];
(iv) [**]. [**], that are the [**];
(v) [**]. [**] or the regulations promulgated thereunder;
(vi) [**]. [**] under this Agreement, [**] under this
Agreement; and
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(vii) [**]. [**] resulting from [**] from and after [**]
from and after [**] in connection with [**]; (vi)
other aspects of the [**] and/or (vii) [**] with
respect to the [**], except, in each case, to the
extent [**] under this Agreement.
(b) [**]. Notwithstanding anything to the contrary in this
Agreement, [**] in connection with: [**] of this Agreement,
and [**] of this Agreement.
17.2 INDEMNITY BY SBC.
(a) Subject to the provisions of SECTION 18.2, SBC agrees to
indemnify, defend and hold harmless Amdocs and its officers,
directors, employees, agents, representatives, successors, and
assigns, from any Losses relating to third party claims
arising from or in connection with any of the following:
(i) [**] under this Agreement;
(ii) [**] pursuant to this Agreement;
(iii) [**]. [**] other proprietary rights [**];
(iv) [**]. [**], that are the [**];
(v) [**]. [**] under this Agreement, [**] under this
Agreement;
(vi) [**]. [**] relating to the [**]; and
(vii) [**]. [**] under this Agreement.
(b) [**]. Notwithstanding anything to the contrary in this
Agreement, [**] of this Agreement.
17.3 ADDITIONAL INDEMNITIES.
Amdocs and SBC each agree to indemnify, defend and hold harmless the
other, and the Eligible Recipients and their respective Affiliates,
officers, directors, employees, agents, representatives, successors,
and assigns, from any and all Losses and threatened Losses arising from
or in connection with any of the following: (a) the death or bodily
injury of any agent, employee, customer, business invitee, business
visitor or other person caused by the negligence or other tortious
conduct of the indemnitor or the failure of the indemnitor to comply
with its obligations under this Agreement; and (b) the damage, loss or
destruction of any real or tangible personal property caused by the
negligence or other
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tortious conduct of the indemnitor or the failure of the indemnitor to
comply with its obligations under this Agreement.
17.4 ENVIRONMENTAL MATTERS.
(a) EQUIPMENT CONTAINING HAZARDOUS MATERIALS. SBC shall provide to
Amdocs any MSDSs that it possesses for Equipment at SBC Sites,
which are included in [**]. At least fifteen (15) days prior
to the delivery of Equipment containing Hazardous Materials
for which SBC is financially responsible to an SBC Site or the
transfer of ownership of Amdocs-owned Equipment containing
Hazardous Materials to SBC, Amdocs shall provide SBC with a
MSDS for such Equipment. Each MSDS must include an attachment
indicating the specific worker protection equipment
requirement for use with the Hazardous Material covered
thereby. If the Hazardous Material is a chemical defined by
Proposition 65, the MSDS for said chemical should indicate
that the chemical is one, which is known to the State of
California to cause cancer, birth defects, or other
reproductive harm. Notwithstanding any other provision of this
Agreement, SBC shall have the right, but not the duty, to
refuse acceptance or rescind the agreement to transfer
ownership of any Equipment containing Hazardous Materials
without incurring liability. Amdocs shall also ensure that all
Equipment addressed in this subsection, which is required by
applicable Laws to be marked, is so marked. Amdocs shall also
provide SBC with the same information, if any, that it
provides to any Amdocs Personnel concerning the disposition of
such Equipment.
(b) DISPOSITION OF WASTE. [**] shall investigate, select, and
identify the transporter, which will be used to transport
Waste (Waste Transporter) and the facility, which will be used
to receive, handle, dispose, recycle, or treat Waste (Waste
Facility). [**]reserves the right to veto any Waste
Transporter or Waste Facility selection that [**] knows or has
reason to know is not acceptable. Should [**] select a Waste
Facility that is a RCRA B permitted facility, [**] agrees to
provide the [**] Environmental Management (EM) regional office
for the [**] Site producing the Waste with proof that such
facility meets the financial assurance obligations imposed
upon RCRA B permitted facilities by Laws to compensate third
parties for bodily injury or property damage arising from
facility operations by (i) a copy of a Hazardous Waste
Facility Liability endorsement or a copy of the Certificate of
Liability Insurance on file with the Environmental Protection
Agency (EPA); (ii) a copy of the letter on file with the EPA
from the Waste Facility's chief financial officer
demonstrating the Waste Facility's ability to cover liability
claims; (iii) a copy of the corporate guarantee on file with
the EPA which shows the guarantor has sufficient funds to
implement the guarantee, or (iv) any combination of the above.
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Prior to initiating Waste shipments requiring a generator
number, [**] shall obtain an [**] generator number from the
[**] EM regional office for the [**] Site producing the Waste.
[**] shall also ensure that (i) all applicable shipping
documentation (e.g., manifests and bills of lading) and labels
are properly prepared and affixed to the Waste and the Waste
is packaged, prepared, and shipped in containers and/or
vehicles specified by the then current and applicable
regulations of the U.S. Department of Transportation (DOT),
the Environmental Protection Agency (EPA) or any successors
thereto and/or any other federal, state, and/or local agency
having jurisdiction. [**] of removal of Waste from an SBC
Site, [**] shall provide the [**] EM regional office for the
[**] Site producing the Waste with the properly dated
transporter acknowledgement of receipt of Waste.
The addresses of the [**] regional offices are as follows:
[**]
[**]
[**]
(c) SBC WARRANTIES. SBC warrants that (i) during the term of this
Agreement SBC Sites will be in material compliance with
applicable Environmental Laws; (ii) it shall promptly provide
Amdocs with notice of any Substance Release of Hazardous
Materials of which it has knowledge, that is reportable under
applicable Environmental Laws, and that directly or indirectly
affects Amdocs' ability to perform Services at SBC Sites;
(iii) if Hazardous Materials in, on, or adjacent to any SBC
Site, including such SBC Site's soil or surface or
groundwater, directly or indirectly affects Amdocs' activities
or Amdocs' Personnel at an SBC Site, SBC will clean up and
remove the Hazardous Materials, in accordance with applicable
Environmental Laws and remediate the SBC Site, if required by
applicable Environmental Laws, to the condition approved by
the applicable governmental agency; and (iv) it shall promptly
provide Amdocs with notice of any Environmental Claim directly
related to any Amdocs Personnel or Amdocs' activities at such
SBC Sites.
(d) AMDOCS WARRANTIES. Amdocs warrants that (i) it will not use,
manufacture, store, treat, transport, refine, handle, produce,
or dispose of a Hazardous Material in, at, on, under, upon or
from an SBC Site except in material compliance with applicable
Environmental Laws; (ii) it shall promptly provide SBC with
notice of any Substance Release of Hazardous Materials in, at,
on, under, upon, or from an SBC Site of which it has knowledge
that is reportable under applicable Environmental Laws; (iii)
it shall promptly provide SBC with notice of any Environmental
Claim directly related to any SBC Site or Amdocs' activities
at such SBC Sites; and (iv) if it causes Hazardous Materials
to contaminate an SBC Site, including such SBC Site's soil or
surface or groundwater, it will promptly clean up and remove
such Hazardous Materials in accordance with applicable
Environmental Laws and remediate the SBC Site, if required by
applicable
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Environmental Laws, to the condition approved by the
applicable governmental agency.
17.5 INDEMNIFICATION PROCEDURES.
With respect to third party claims, the following procedures shall
apply:
(a) NOTICE. Promptly after receipt by any entity entitled to
indemnification (under SECTION 17.1 through SECTION 17.4 or
any other provisions of this Agreement) of notice of the
commencement or threatened commencement of any civil,
criminal, administrative, or investigative action or
proceeding involving a claim in respect of which the
indemnitee will seek indemnification pursuant to any such
Section, the indemnitee shall notify the indemnitor of such
claim. No delay or failure to so notify an indemnitor shall
relieve it of its obligations under this Agreement except to
the extent that such indemnitor has suffered actual prejudice
by such delay or failure. Within fifteen (15) days following
receipt of notice from the indemnitee relating to any claim,
but no later than five (5) days before the date on which any
response to a complaint or summons is due, the indemnitor
shall notify the indemnitee that the indemnitor elects to
assume control of the defense and settlement of that claim (a
"NOTICE OF ELECTION").
(b) PROCEDURE FOLLOWING NOTICE OF ELECTION. If the indemnitor
delivers a Notice of Election within the required notice
period, the indemnitor shall assume sole control over the
defense and settlement of the claim; provided, however, that
(i) the indemnitor shall keep the indemnitee fully apprised at
all times as to the status of the defense, and (ii) the
indemnitor shall obtain the prior written approval of the
indemnitee before entering into any settlement of such claim
asserting any liability against the indemnitee or imposing any
obligations or restrictions on the indemnitee or ceasing to
defend against such claim. The indemnitor shall not be liable
for any legal fees or expenses incurred by the indemnitee
following the delivery of a Notice of Election; provided,
however, that (i) the indemnitee shall be entitled to employ
counsel at its own expense to participate in the handling of
the claim, and (ii) the indemnitor shall pay the fees and
expenses associated with such counsel if, in the reasonable
judgment of the indemnitee, based on an opinion of counsel,
there is a conflict of interest with respect to such claim or
if the indemnitor has requested the assistance of the
indemnitee in the defense of the claim or the indemnitor has
failed to defend the claim diligently. The indemnitor shall
not be obligated to indemnify the indemnitee for any amount
paid or payable by such indemnitee in the settlement of any
claim if (x) the indemnitor has delivered a timely Notice of
Election and such amount was agreed to without the written
consent of the indemnitor, (y) the indemnitee has not provided
the indemnitor with notice of such claim and a reasonable
opportunity to respond
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Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement ▇▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ (▇) the time period within which to deliver a
Notice of Election has not yet expired.
(c) PROCEDURE WHERE NO NOTICE OF ELECTION IS DELIVERED. If the
indemnitor does not deliver a Notice of Election relating to
any claim within the required notice period, the indemnitee
shall have the right to defend the claim in such manner, as it
may deem appropriate. The indemnitor shall promptly reimburse
the indemnitee for all such costs and expenses incurred by the
indemnitee, including attorneys' fees.
17.6 SUBROGATION.
Except as otherwise provided in SECTIONS 16.1 or 16.2 in the event that
an indemnitor shall be obligated to indemnify an indemnitee pursuant to
SECTION 17.1 through SECTION 17.4 or any other provision of this
Agreement, the indemnitor shall, upon payment of such indemnity in
full, be subrogated to all rights of the indemnitee with respect to the
claims to which such indemnification relates.
18. LIABILITY.
18.1 FORCE MAJEURE.
(a) GENERAL. Subject to SECTION 18.1(d), neither Party shall be
liable for any default or delay in the performance of its
obligations under this Agreement if and to the extent such
default or delay is caused, directly or indirectly, by fire,
flood, earthquake, elements of nature or acts of God; wars,
riots, civil disorders, rebellions or revolutions, or any
other similar cause beyond the reasonable control of such
Party, except to the extent the non-performing Party is at
fault in failing to prevent or causing such default or delay,
and provided that such default or delay can not reasonably be
circumvented by the non-performing Party through the use of
alternate sources, workaround plans or other means. A strike,
lockout or labor dispute involving Amdocs or a Subcontractor
and its own personnel shall not excuse Amdocs from its
obligations hereunder. [**]. Notwithstanding the foregoing,
force majeure events shall not excuse SBC's payment
obligations under this Agreement.
(b) DURATION AND NOTIFICATION. In such event the non-performing
Party shall be excused from further performance or observance
of the obligation(s) so affected for as long as such
circumstances prevail and such Party continues to use all
commercially reasonable efforts to recommence performance or
observance whenever and to whatever extent possible without
delay. The Party so prevented, hindered or delayed in its
performance shall, as quickly as practicable under the
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circumstances, notify the Party to whom performance is due by
telephone (to be confirmed in writing within one (1) day of
the inception of such delay) and describe at a reasonable
level of detail the circumstances of the force majeure event,
the steps being taken to address such force majeure event, and
the expected duration of such force majeure event.
(c) [**]. In addition, if any event described in [**] of this
Agreement [**] and the [**] hereunder shall be [**] this
Agreement [**] [**] of this Agreement.
(d) DISASTER RECOVERY. Upon the occurrence of a force majeure
event, Amdocs shall implement promptly, as appropriate, its
disaster recovery plan and provide disaster recovery services,
and shall periodically update and test such disaster recovery
plan, as described in SCHEDULE E and SCHEDULE G. The
occurrence of a force majeure event shall not relieve Amdocs
of its obligation to implement its disaster recovery plan and
provide disaster recovery services.
(e) [**]. [**] in accordance with this Agreement [**] hereunder
[**].
(f) [**]. [**] under this Agreement [**].
18.2 LIMITATION OF LIABILITY.
(a) LIMITATIONS. EXCEPT AS PROVIDED IN THIS SECTION 18.2, NEITHER
PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL,
INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST
REVENUE, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF
RECOVERY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. Additionally, except as provided
below, the total aggregate liability of either Party, for
claims asserted by the other Party under or in connection with
this Agreement, regardless of the form of the action of the
theory of recovery, shall be limited as follows:
(i) [**] the Term [**] the Term); and
(ii) [**] the Term [**] the Term).
For purposes of this SECTION 18.2(a), [**] for the purposes of
the foregoing.
(b) [**]. The limitations of liability set forth in SECTION
18.2(a) shall [**]
(i) [**] under this Agreement;
(ii) [**] of this Agreement [**]
(iii) [**] provide [**].
(iv) [**] under this Agreement.
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(v) [**] under this Agreement; or
(vi) [**] under ARTICLE 13.
(vii) [**], at or from [**] of this Agreement, and [**] of
this Agreement. For the purpose of this subsection
18.2(b)(vii), [**].
(c) [**] under this Agreement shall [**].
(d) [**] in connection with this Agreement [**] this Agreement. In
the event that [**] as set forth on [**] under this SECTION
18.2(d) [**] as set forth [**]
(e) [**] under this Agreement shall be considered [**] in
accordance with this Agreement.
(f) [**]. notwithstanding anything to the contrary in this
Agreement, [**] pursuant to this Agreement ([**] during the
term [**].
19. DISPUTE RESOLUTION
19.1 INFORMAL DISPUTE RESOLUTION.
Prior to the initiation of formal dispute resolution procedures with
respect to any dispute, other than as provided in SECTION 19.1(c) or
SECTION 20.7, the Parties shall first attempt to resolve such dispute
informally, as follows:
(a) INITIAL EFFORT. The Parties agree that they shall attempt in
good faith to resolve all disputes (other than those described
in SECTION 19.1(c) or SECTION 20.7) in accordance with Section
4.0 of Part 5 of SCHEDULE E (Statement of Work - Governance).
In the event of a dispute that is not resolved or resolvable
in accordance therewith, either Party may refer the dispute
for resolution in accordance with SECTION 19.2 below upon
written notice to the other Party.
(b) PROVISION OF INFORMATION. During the course of negotiations
under SECTION 19.1(a) above, all reasonable requests made by
one Party to another for non-privileged information,
reasonably related to the dispute, will be honored in order
that each of the Parties may be fully advised of the other's
position. All negotiation shall be strictly confidential and
used solely for the purposes of settlement. Any materials
prepared by one Party for these proceedings shall not be used
as evidence by the other Party in any subsequent arbitration
or litigation; provided, however, the underlying facts
supporting such materials may be subject to discovery.
(c) PREREQUISITE TO FORMAL PROCEEDINGS. Formal proceedings for the
resolution of a dispute may not be commenced until the
completion of the process for dispute resolution set forth in
Section 4.0 of Part 5 of SCHEDULE E (Statement of Work-
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Governance). The time periods specified in Section 4.0 of Part
5 of SCHEDULE E (Statement of Work - Governance) shall not be
construed to prevent a Party from instituting, and a Party is
authorized to institute, formal proceedings earlier to (A)
avoid the expiration of any applicable limitations period, (B)
preserve a superior position with respect to other creditors,
or (C) address a claim arising out of the infringement,
misappropriation or other violation of a Party's intellectual
property rights by the other Party or the breach of a Party's
obligations under ARTICLE 13 or a dispute subject to SECTION
20.7.
19.2 ARBITRATION.
(a) Except for claims arising out of the breach of a Party's
obligations under ARTICLE 13 or disputes subject to SECTION
20.7, any controversy or claim arising out of or relating to
this Agreement, or any breach thereof, which cannot be
resolved using the procedures set forth above in SECTION 19.1,
shall be finally resolved under the Commercial Arbitration
Rules of the American Arbitration Association then in effect.
(b) The Arbitration shall take place in [**], and shall apply the
law of the [**]. The decision of the arbitrator shall be final
and binding and judgment on the award may be entered in any
court of competent jurisdiction. The arbitrators shall be
instructed to state the reasons for their decisions in
writing, including findings of fact and law. The arbitrators
shall be bound by the warranties, limitations of liability and
other provisions of this Agreement. Except with respect to the
provisions of this Agreement that provide for injunctive
relief rights, such arbitration shall be a precondition to any
application by either Party to any court of competent
jurisdiction.
(c) Within ten (10) days after delivery of written notice ("NOTICE
OF DISPUTE") by one Party to the other in accordance with this
Section, the Parties each shall use good faith efforts to
mutually agree upon one (1) arbitrator. If the Parties are not
able to agree upon one (1) arbitrator within such period of
time, then the arbitrator will be chosen in accordance of the
Commercial Arbitration Rules of the American Arbitration
Association who has at no time ever represented or acted on
behalf of either of the Parties, and is not otherwise
affiliated with or interested in either of the Parties.
(d) All arbitrators selected pursuant to this Section shall be
practicing attorneys with at least five (5) years experience
in technology law applicable to the Services. Any such
appointment shall be binding upon the Parties. The Parties
shall use best efforts to set the arbitration within sixty
(60) days after selection of the arbitrator or arbitrators, as
applicable, but in no event shall the arbitration be set
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more than ninety (90) days after selection of the arbitrator
or arbitrators, as applicable. Discovery as permitted by the
Federal Rules of Civil Procedure then in effect will be
allowed in connection with arbitration to the extent
consistent with the purpose of the arbitration and as allowed
by the arbitrator or arbitrators, as applicable. The decision
or award of the arbitrator or the majority of the three
arbitrators, as applicable, shall be rendered within fifteen
(15) days after the conclusion of the hearing, shall be in
writing, shall set forth the basis therefor, and shall be
final, binding and nonappealable upon the Parties and may be
enforced and executed upon in any court having jurisdiction
over the Party against whom the enforcement of such decision
or award is sought. Each Party shall bear its own arbitration
costs and expenses and all other costs and expenses of the
arbitration shall be divided equally between the Parties;
provided, however, the arbitrator or arbitrators, as
applicable, may modify the allocation of fees, costs and
expenses in the award in those cases where fairness dictates
other than such allocation between the Parties.
19.3 CONTINUED PERFORMANCE.
(a) GENERAL. Each Party agrees that it shall, unless otherwise
directed by the other Party, continue performing its
obligations under this Agreement while any dispute is being
resolved; provided that this provision shall not operate or be
construed as extending the term of this Agreement. [**].
(b) [**]. Amdocs acknowledges and agrees that [**]. Amdocs
expressly acknowledges and agrees that, [**] under this
Agreement, [**] SBC and Amdocs. Amdocs further agrees as
follows:
(i) [**] any of the terms of this Agreement [**] under
this Agreement [**] set forth in [**], Amdocs agrees
that [**]
(ii) Amdocs shall not intentionally interrupt the Services
or provide reduced levels of Service quality or
support unless and until [**].
(iii) [**] because it is required to do so [**] Amdocs
shall [**] the Services.
19.4 GOVERNING LAW.
This Agreement and performance under it shall be governed by and
construed in accordance with the applicable laws of the [**], without
giving effect to the principles thereof relating to conflicts of laws.
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20. TERMINATION.
20.1 TERMINATION FOR CAUSE.
(a) BY SBC. If Amdocs materially breaches this Agreement, and,
following the escalation procedures set forth in SECTION 19.1,
has not cured within sixty (60) days after notice from SBC,
then SBC may immediately issue a Notice of Dispute, and
following determination by the arbitrator pursuant to SECTION
19.2 [**] that Amdocs has committed, and not cured, Amdocs'
material breach, by giving notice to Amdocs, immediately
terminate this Agreement with respect to all of the Services,
as of a date specified in the notice of termination. Amdocs
shall be [**]. The Parties shall work together in good faith
to complete arbitration as expeditiously as possible and
shall, upon SBC's request, jointly instruct the arbitrator to
issue a decision as soon as reasonably possible.
(b) BY AMDOCS. In the event that SBC fails to pay Amdocs
undisputed Charges for [**] after the payment due date
therefor and fails to cure such default within [**] of notice
from Amdocs of the possibility of termination for failure to
make such payment, Amdocs may, by notice to SBC, terminate
this Agreement.
20.2 TERMINATION FOR CONVENIENCE.
(a) GENERAL. SBC may terminate this Agreement with respect to all
of the Services for convenience and without cause at any time
by giving Amdocs at least [**] prior notice designating the
termination date. SBC may withdraw a notice of termination of
this Agreement for convenience at any time up to [**] prior to
the designated termination date in the notice (which
termination date may be set in relation to the issuance of a
decision of an arbitration conducted pursuant to SECTION
20.1(a)). Upon the effective date of such termination, SBC
shall pay to Amdocs the Termination Charge applicable for
termination for convenience calculated in accordance with [**]
the Services; [**].
(b) [**]. Notwithstanding anything to the contrary in this
agreement, [**] to provide the services; (iii) [**] provided
by Amdocs [**].
20.3 TERMINATION [**].
In the event of [**] providing Services under this Agreement) [**]then
at any time [**] this Agreement, [**] shall be effective; provided,
however, that [**] as set forth [**] pursuant to this SECTION 20.3 [**]
in connection with [**] pursuant to this SECTION 20.3. [**] and any and
all other information [**] relating to the Services.
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
20.4 TERMINATION [**].
In the event that, [**], at any time within [**] this Agreement [**] in
accordance [**] in connection with [**] this basis.
20.5 INSOLVENCY.
(a) RIGHT TO TERMINATE. In the event that either Party (a) files
for bankruptcy, (b) becomes or is declared insolvent, or is
the subject of any proceedings related to its liquidation,
insolvency or the appointment of a receiver or similar officer
for it, (c) makes an assignment for the benefit of all or
substantially all of its creditors, or (d) enters into an
agreement for the composition, extension, or readjustment of
substantially all of its obligations, then the other Party may
terminate this Agreement as of a date specified in a
termination notice; provided, however, that Amdocs will not
have the right to exercise such termination under this Section
so long as SBC pays for the Services to be received hereunder
in advance on a month-to-month basis. If either Party elects
to terminate this Agreement due to the insolvency of the other
Party, such termination will be deemed to be a termination for
cause hereunder.
(b) SECTION 365(n). Notwithstanding any other provision of this
Agreement to the contrary, in the event that Amdocs becomes a
debtor under the Bankruptcy Code and rejects this Agreement
pursuant to Section 365 of the Bankruptcy Code (a "BANKRUPTCY
REJECTION"), (i) any and all of the licensee and sublicensee
rights of SBC arising under or otherwise set forth in this
Agreement, including without limitation the rights of SBC
referred to in SECTION 14.6, shall be deemed fully retained by
and vested in SBC as protected intellectual property rights
under Section 365(n)(1)(B) of the Bankruptcy Code and further
shall be deemed to exist immediately before the commencement
of the bankruptcy case in which Amdocs is the debtor; (ii) SBC
shall have all of the rights afforded to non-debtor licensees
and sublicensees under Section 365(n) of the Bankruptcy Code;
and (iii) to the extent any rights of SBC under this Agreement
which arise after the termination or expiration of this
Agreement are determined by a bankruptcy court to not be
"intellectual property rights" for purposes of Section 365(n),
all of such rights shall remain vested in and fully retained
by SBC after any Bankruptcy Rejection as though this Agreement
were terminated or expired. SBC shall under no circumstances
be required to terminate this Agreement after a Bankruptcy
Rejection in order to enjoy or acquire any of its rights under
this Agreement, including without limitation any of the rights
of SBC referenced in Section.
(c) SBC RIGHTS UPON AMDOCS' BANKRUPTCY. In the event of Amdocs'
bankruptcy or of the filing of any petition under the federal
bankruptcy laws affecting the
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except by written agreement.
Agreement No. 02026409
rights of Amdocs which is not stayed or dismissed within
thirty (30) days of filing, in addition to the other rights
and remedies set forth herein, to the maximum extent permitted
by Law, SBC will have the immediate right to retain and take
possession for safekeeping all SBC Data, SBC Proprietary
Information, SBC licensed Third Party Software, SBC owned
Equipment, SBC owned Materials, SBC owned Developed Materials,
and all other Software, Equipment, Systems or Materials to
which SBC is or would be entitled during the term of this
Agreement or upon the expiration or termination of this
Agreement. Amdocs shall cooperate fully with SBC and assist
SBC in identifying and taking possession of the items listed
in the preceding sentence. SBC will have the right to hold
such SBC Data, Proprietary Information, Software, Equipment,
Systems and Materials until such time as the trustee or
receiver in bankruptcy or other appropriate court officer can
provide adequate assurances and evidence to SBC that they will
be protected from sale, release, inspection, publication, or
inclusion in any publicly accessible record, document,
material or filing. Amdocs and SBC agree that without this
material provision, SBC would not have entered into this
Agreement or provided any right to the possession or use of
SBC Data, SBC Proprietary Information, or SBC Software covered
by this Agreement.
(d) RIGHTS TO ASSUME IN BANKRUPTCY. In the event of commencement
of bankruptcy proceedings by or against SBC or an Eligible
Recipient, such Entity or its trustee in bankruptcy shall be
entitled to assume the licenses granted to such Entity under
or pursuant to this Agreement and shall be entitled to retain
all of such Entity's rights thereunder.
20.6 [**].
[**] the Commencement Date, [**] the Services and this Agreement. [**]
the Services and this Agreement: [**]. Notwithstanding the foregoing,
with respect to Services [**] during the entire Initial Term shall [**]
as set forth in this Section or elsewhere in this Agreement.
20.7 EQUITABLE REMEDIES.
Amdocs acknowledges that, in the event it breaches (or attempts or
threatens to breach) its obligation to provide Termination Assistance
Services as provided in SECTION 4.4, its obligation respecting
continued performance in accordance with SECTION 19.3, or its
obligation to provide access to computers or files containing SBC Data
in accordance with SECTION 13.4, SBC will be irreparably harmed. In
such a circumstance, SBC may proceed directly to court for purposes of
obtaining equitable relief. If a court of competent jurisdiction should
find that Amdocs has breached (or attempted or threatened to breach)
any such obligations, Amdocs agrees that without any additional
findings of irreparable injury or other conditions to injunctive
relief, it shall not oppose the entry of
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
an appropriate order compelling performance by Amdocs and restraining
it from any further breaches (or attempted or threatened breaches).
20.8 SCHEDULE X SURVIVAL.
Except in the event of termination of this Agreement by SBC pursuant to
SECTION 20.1(a) without payment of the applicable Termination Charge,
all licenses and rights under SCHEDULE X shall survive any expiration
or termination of this Agreement.
21. GENERAL.
21.1 BINDING NATURE AND ASSIGNMENT.
(a) BINDING NATURE. This Agreement will be binding on the Parties
and their respective successors and permitted assigns.
(b) ASSIGNMENT. Neither Party may, or will have the power to,
assign this Agreement without the prior written consent of the
other, except in the following circumstances in respect of
which the provisions of SECTION 9.5 shall apply if such
assignment will result in New Services:
(i) Either Party may assign its rights and obligations
under this Agreement, without the approval of the
other Party, to an Affiliate which expressly assumes
such Party's obligations and responsibilities
hereunder and is not a direct competitor of the other
Party; provided, that the assigning Party shall
remain fully liable for and shall not be relieved
from the full performance of all obligations under
this Agreement. The Party assigning its rights or
obligations to an Affiliate in accordance with this
Agreement shall, within one (1) business day after
such assignment, provide notice thereof to the other
Party together with a copy any relevant provisions of
[**].
(ii) [**] under this Agreement [**] the terms and
conditions of this Agreement.
(c) IMPERMISSIBLE ASSIGNMENT. Any attempted assignment that does
not comply with the terms of this Section shall be null and
void.
21.2 ENTIRE AGREEMENT; AMENDMENT.
This Agreement, including any Schedules and EXHIBIT referred to herein
and attached hereto, each of which is incorporated herein for all
purposes, constitutes the entire agreement between the Parties with
respect to the subject matter hereof. There are no agreements,
representations, warranties, promises, covenants, commitments or
undertakings other than those expressly set forth herein. This
Agreement supersedes all
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
prior agreements, representations, warranties, promises, covenants,
commitments or undertaking, whether written or oral, with respect to
the subject matter contained in this Agreement. No amendment,
modification, change, waiver, or discharge hereof shall be valid unless
in writing and signed by an authorized representative of the Party
against which such amendment, modification, change, waiver, or
discharge is sought to be enforced.
21.3 NOTICES.
(a) Any notice, notification, request, demand, or determination
provided by a Party pursuant to SECTION 4.4 [Termination
Assistance Services], SECTION 6.11 [Notices of Default],
SECTION 7.7 [Notice of Default], SECTION 11.5 [Extraordinary
Events and Changes], SECTION 13.3(d) [Loss of Proprietary
Information], SECTION 17.5 [Indemnification Procedures],
SECTION 18.1 [Force Majeure], SECTION 18.2(d) [Waiver of
Liability Cap], SECTION 19.1 [Informal Dispute Resolution],
ARTICLE 20 [Termination] and SECTION 21.1 [Binding Nature and
Assignment] shall be in writing and shall be delivered in hard
copy using one of the following methods: and shall be deemed
delivered upon receipt: (i) by hand, (ii) by an express
courier with a reliable system for tracking delivery, or (iii)
by registered or certified mail, return receipt requested,
postage prepaid. Unless otherwise agreed, the forgoing notices
shall be delivered as follows:
In the case of SBC:
SBC Services, Inc.
Suite 4-W-10
▇▇▇▇ ▇. ▇▇. ▇▇▇▇'▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Director Strategic Sourcing
With a copy to:
Room 4-G-90
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Vice President - General Counsel
In the case of Amdocs:
Amdocs, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
(b) All notices, notifications, requests, demands or
determinations required or provided pursuant to this
Agreement, other than those specified in SECTION 21.3(a), may
be sent in hard copy in the manner specified in SECTION
21.3(a), or by e-mail transmission (where receipt is
acknowledged by the recipient) or facsimile transmission (with
acknowledgment of receipt from the recipient's facsimile
machine) to the addresses set forth below:
In the case of SBC:
SBC Services, Inc.
Suite 4-W-10
▇▇▇▇ ▇. ▇▇. ▇▇▇▇'▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Director Strategic Sourcing
(Fax Number 210/▇▇▇-▇▇▇▇)
and
In the case of Amdocs:
Amdocs, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
(Fax Number 314/▇▇▇-▇▇▇▇
(c) A Party may from time to time change its address or designee
for notification purposes by giving the other prior notice of
the new address or designee and the date upon which it shall
become effective.
21.4 COUNTERPARTS.
This Agreement may be executed in several counterparts, all of which
taken together shall constitute one single agreement between the
Parties hereto.
21.5 HEADINGS.
The article and section headings and the table of contents used herein
are for reference and convenience only and shall not be considered in
the interpretation of this Agreement.
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Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
21.6 RELATIONSHIP OF PARTIES.
Amdocs, in furnishing services to SBC hereunder, is acting as an
independent contractor, and Amdocs has the sole obligation to
supervise, manage, contract, direct, procure, perform or cause to be
performed, all work to be performed by Amdocs under this Agreement.
Amdocs is not an agent of SBC and has no right, power or authority,
expressly or impliedly, to represent or bind SBC as to any matters,
except as expressly authorized in this Agreement.
21.7 SEVERABILITY.
In the event that any provision of this Agreement conflicts with the
law under which this Agreement is to be construed or if any such
provision is held invalid or unenforceable by a court with jurisdiction
over the Parties, such provision shall be deemed to be restated to
reflect as nearly as possible the original intentions of the Parties in
accordance with applicable law. The remaining provisions of this
Agreement and the application of the challenged provision to persons or
circumstances other than those as to which it is invalid or
unenforceable shall not be affected thereby, and each such provision
shall be valid and enforceable to the full extent permitted by law.
22. CONSENTS AND APPROVAL.
Except where expressly provided as being in the sole discretion of a
Party, where agreement, approval, acceptance, consent, confirmation,
notice or similar action by either Party is required under this
Agreement, such action shall not be unreasonably delayed or withheld.
An approval or consent given by a Party under this Agreement shall not
relieve the other Party from responsibility for complying with the
requirements of this Agreement, nor shall it be construed as a waiver
of any rights under this Agreement, except as and to the extent
otherwise expressly provided in such approval or consent.
22.1 WAIVER OF DEFAULT; CUMULATIVE REMEDIES.
(a) WAIVER OF DEFAULT. A delay or omission by either Party hereto
to exercise any right or power under this Agreement shall not
be construed to be a waiver thereof. A waiver by either of the
Parties hereto of any of the covenants to be performed by the
other or any breach thereof shall not be construed to be a
waiver of any succeeding breach thereof or of any other
covenant herein contained. All waivers must be in writing and
signed by the Party waiving its rights.
(b) CUMULATIVE REMEDIES. All remedies provided for in this
Agreement shall be cumulative and in addition to and not in
lieu of any other remedies available to either Party at law,
in equity or otherwise.
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Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
22.2 SURVIVAL.
Any provision of this Agreement which contemplates performance or
observance subsequent to any termination or expiration of this
Agreement shall survive any termination or expiration of this Agreement
and continue in full force and effect. Additionally, all provisions of
this Agreement will survive the expiration or termination of this
Agreement to the fullest extent necessary to give the Parties the full
benefit of the bargain expressed herein.
22.3 PUBLICITY
Neither Party shall use the other Party's or its Affiliates' names or
any language, pictures, trademarks, service marks or symbols which
could, in a Party's judgment, imply such Party's or its Affiliates'
identity or endorsement by such Party, its Affiliates or any of its
employees in any (i) written, electronic or oral advertising or
presentation or (ii) brochure, newsletter, book, electronic database or
other written matter of whatever nature, without the Party's prior
written consent (which hereafter shall be collectively referred to as
"PUBLICITY MATTERS"). A Party will submit to the other Party for
written approval, prior to publication, all Publicity Matters that
mention or display a Party's or its Affiliates' names, trademarks or
service marks, or that contain any symbols, pictures or language from
which a connection to said names or marks may be inferred or implied.
22.4 THIRD PARTY BENEFICIARIES.
Except as expressly provided herein, this Agreement is entered into
solely between, and may be enforced only by, SBC and Amdocs. This
Agreement shall not be deemed to create any rights or causes of action
in or on behalf of any third parties, including without limitation
employees, suppliers and customers of a Party, or to create any
obligations of a Party to any such third parties.
22.5 [**].
[**] under this Agreement [**].
22.6 ORDER OF PRECEDENCE.
In the event of a conflict, this Agreement shall take precedence over
the Schedules attached hereto, and the Schedules shall take precedence
over any attached EXHIBIT.
22.7 [**].
(a) [**]. [**] during the period [**] under this Agreement or [**]
related to this Agreement and [**] related to this Agreement.
This provision shall [**].
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Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
22.8 [**]. [**] SHALL BE [**] THIS SECTION 21.15, [**]FURTHER ASSURANCES.
Each Party covenants and agrees that, subsequent to the execution and
delivery of this Agreement and without any additional consideration,
each Party shall execute and deliver any further legal instruments and
perform any acts that are or may become necessary to effectuate the
purposes of this Agreement.
22.9 LIENS.
Amdocs will not file, or by its action or inaction permit, any
mechanics or materialman's liens to be filed on or against property or
realty of SBC or any Eligible Recipient. In the event that any such
Liens arise as a result of Amdocs' action or inaction, Amdocs will
obtain a bond to fully satisfy such liens or otherwise remove such
liens at its sole cost and expense within ten (10) business days.
22.10 COVENANT OF GOOD FAITH.
Each Party agrees that, in its respective dealings with the other Party
under or in connection with this Agreement, it shall act in good faith.
22.11 ACKNOWLEDGMENT.
The Parties each acknowledge that the terms and conditions of this
Agreement have been the subject of active and complete negotiations,
and that such terms and conditions should not be construed in favor of
or against either Party by reason of the extent to which either Party
or its professional advisors participated in the preparation of this
Agreement.
[Signature Page Follows]
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Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their respective duly authorized representatives as of the Effective
Date.
SBC SERVICES, INC. AMDOCS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
----------------------------- ------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
----------------------------- ------------------------------
Title: Executive VP & CIO - SBC Title: Secretary and Treasurer
Date: January 9, 2003 Date: January 9, 2003
----------------------------- -----------------------------
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The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Table of Contents
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1. BACKGROUND AND OBJECTIVES.............................................................................. 1
1.1 Information Technology Services............................................................... 1
1.2 Goals and Objectives.......................................................................... 2
1.3 Interpretation................................................................................ 2
2. DEFINITIONS AND DOCUMENTS.............................................................................. 3
2.1 Definitions................................................................................... 3
2.2 Other Terms................................................................................... 18
2.3 Associated Contract Documents................................................................. 19
3. TERM................................................................................................... 21
3.1 Initial Term.................................................................................. 21
3.2 Extension..................................................................................... 21
4. SERVICES............................................................................................... 22
4.1 Overview...................................................................................... 22
4.2 Modernization Services........................................................................ 22
4.3 Transition Services........................................................................... 24
4.4 Termination Assistance Services............................................................... 25
4.5 Use of Third Parties.......................................................................... 29
4.6 Testing and Acceptance Test Procedures........................................................ 30
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4.7 On-Site Support............................................................................... 31
5. [**]................................................................................................... 31
5.1 Amdocs Responsibility......................................................................... 31
5.2 Financial Responsibility...................................................................... 31
5.3 Contingent Arrangements....................................................................... 31
6. FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH THE PROVISION OF SERVICES........ 32
6.1 Service Facilities............................................................................ 32
6.2 Use of Amdocs Facilities...................................................................... 36
6.3 SBC Rules/Employee Safety..................................................................... 36
6.4 Software...................................................................................... 38
6.5 Equipment..................................................................................... 39
6.6 Third Party Contracts......................................................................... 41
6.7 Assignment of Licenses, Leases and Related Agreements......................................... 42
6.8 License to SBC Owned Software and Third Party Software........................................ 43
6.9 License to Amdocs Owned Materials and Third Party Software.................................... 45
6.10 Stock Purchase Agreement...................................................................... 45
6.11 Notice of Defaults............................................................................ 46
6.12 [**].......................................................................................... 46
ii
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7. SERVICE LEVELS......................................................................................... 46
7.1 General....................................................................................... 46
7.2 Transition Period Review...................................................................... 46
7.3 Compliance With Service Levels................................................................ 47
7.4 Problem Analysis.............................................................................. 47
7.5 Measurement and Monitoring.................................................................... 47
7.6 [**].......................................................................................... 47
7.7 [**].......................................................................................... 48
8. PROJECT PERSONNEL...................................................................................... 48
8.1 Transitioned Personnel........................................................................ 48
8.2 Employee Benefit Plans........................................................................ 49
8.3 Other Employee Matters........................................................................ 50
8.4 Key Amdocs Personnel and Critical Support Personnel........................................... 50
8.5 [**].......................................................................................... 51
8.6 [**].......................................................................................... 51
8.7 Amdocs Personnel Are Not SBC Employees........................................................ 51
8.8 Replacement, Qualifications, and Retention of Amdocs Personnel................................ 51
8.9 Training/Career Opportunities................................................................. 52
8.10 Conduct of Amdocs Personnel................................................................... 52
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8.11 Substance Abuse............................................................................... 53
8.12 Union Agreements and WARN Act................................................................. 53
9. AMDOCS RESPONSIBILITIES................................................................................ 54
9.1 Policy and Procedures Manual.................................................................. 54
9.2 Reports....................................................................................... 55
9.3 Quality Assurance............................................................................. 55
9.4 [**] Strategic Decisions and Authority........................................................ 57
9.5 Change Control................................................................................ 58
9.6 Software Currency............................................................................. 61
9.7 Year 2000 Compliance.......................................................................... 62
9.8 Access to Specialized Amdocs Skills and Resources............................................. 63
9.9 Audit Rights.................................................................................. 63
9.10 Agency and Disbursements...................................................................... 65
9.11 Subcontractors................................................................................ 66
9.12 Supplier Diversity............................................................................ 67
9.13 Government Contract Flow-Down Clauses......................................................... 68
10. SBC Responsibilities................................................................................... 69
10.1 Responsibilities.............................................................................. 69
10.2 Savings Clause................................................................................ 70
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11. CHARGES................................................................................................ 70
11.1 General....................................................................................... 70
11.2 Pass-Through Expenses......................................................................... 70
11.3 [**].......................................................................................... 71
11.4 Taxes......................................................................................... 71
11.5 [**].......................................................................................... 73
11.6 [**].......................................................................................... 74
11.7 Proration..................................................................................... 74
11.8 Refundable Items.............................................................................. 74
11.9 [**].......................................................................................... 74
12. INVOICING AND PAYMENT.................................................................................. 75
12.1 Invoicing..................................................................................... 75
12.2 Payment Due................................................................................... 75
12.3 [**].......................................................................................... 75
12.4 [**].......................................................................................... 75
13. SBC DATA AND OTHER PROPRIETARY INFORMATION............................................................. 76
13.1 SBC Ownership of SBC Data..................................................................... 76
13.2 Safeguarding SBC Data......................................................................... 76
13.3 Confidentiality............................................................................... 77
v
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13.4 File Access................................................................................... 80
14. OWNERSHIP OF MATERIALS................................................................................. 80
14.1 SBC Owned Materials........................................................................... 80
14.2 Developed Materials........................................................................... 80
14.3 Amdocs Owned Materials........................................................................ 81
14.4 Other Materials............................................................................... 81
14.5 General Rights................................................................................ 81
14.6 SBC Rights Upon Expiration or Termination of Agreement........................................ 82
15. REPRESENTATIONS AND WARRANTIES......................................................................... 84
15.1 Work Standards................................................................................ 84
15.2 Maintenance................................................................................... 84
15.3 Efficiency and Cost Effectiveness............................................................. 85
15.4 Software and Modernization Services........................................................... 85
15.5 Non-Infringement.............................................................................. 86
15.6 Authorization................................................................................. 87
15.7 Inducements................................................................................... 88
15.8 Malicious Code................................................................................ 88
15.9 Disabling Code................................................................................ 88
15.10 Compliance with Laws.......................................................................... 88
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15.11 [**].......................................................................................... 90
15.12 Disclaimer.................................................................................... 91
16. INSURANCE AND RISK OF LOSS............................................................................. 91
16.1 Insurance..................................................................................... 91
16.2 Risk of Loss.................................................................................. 92
17. INDEMNITIES............................................................................................ 93
17.1 Indemnity by Amdocs........................................................................... 93
17.2 Indemnity by SBC.............................................................................. 94
17.3 Additional Indemnities........................................................................ 94
17.4 Environmental Matters......................................................................... 95
17.5 Indemnification Procedures.................................................................... 97
17.6 Subrogation................................................................................... 98
18. LIABILITY.............................................................................................. 98
18.1 Force Majeure................................................................................. 98
18.2 Limitation of Liability....................................................................... 99
19. DISPUTE RESOLUTION..................................................................................... 100
19.1 Informal Dispute Resolution................................................................... 100
19.2 Arbitration................................................................................... 101
19.3 Continued Performance......................................................................... 102
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19.4 Governing Law................................................................................. 102
20. TERMINATION............................................................................................ 103
20.1 Termination for Cause......................................................................... 103
20.2 Termination for Convenience................................................................... 103
20.3 Termination [**].............................................................................. 103
20.4 Termination [**].............................................................................. 104
20.5 Insolvency.................................................................................... 104
20.6 [**].......................................................................................... 105
20.7 Equitable Remedies............................................................................ 105
20.8 Schedule X Survival........................................................................... 106
21. GENERAL................................................................................................ 106
21.1 Binding Nature and Assignment................................................................. 106
21.2 Entire Agreement; Amendment................................................................... 106
21.3 Notices....................................................................................... 107
21.4 Counterparts.................................................................................. 108
21.5 Headings...................................................................................... 108
21.6 Relationship of Parties....................................................................... 109
21.7 Severability.................................................................................. 109
22. Consents and Approval.................................................................................. 109
viii
Table of Contents
(continued)
Page
----
22.1 Waiver of Default; Cumulative Remedies........................................................ 109
22.2 Survival...................................................................................... 110
22.3 Publicity..................................................................................... 110
22.4 Third Party Beneficiaries..................................................................... 110
22.5 [**].......................................................................................... 110
22.6 Order of Precedence........................................................................... 110
22.7 [**].......................................................................................... 110
22.8 Further Assurances............................................................................ 111
22.9 Liens......................................................................................... 111
22.10 Covenant of Good Faith........................................................................ 111
22.11 Acknowledgment................................................................................ 111
ix
Agreement No. 02026409
Schedule A
Modernization
SCHEDULE A
SBC
MODERNIZATION
[To be provided]
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those companies except by written agreement.
Agreement No. 02026409
Schedule B
Inventory & Groupings
SCHEDULE B
Application Inventory and Groupings
[To be provided]
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Agreement No. 02026409
Schedule C
Key Amdocs Personnel and Critical Support
SCHEDULE C
Key Amdocs Personnel and Critical Support Personnel
SBC will provide a list of the Key Amdocs Personnel and Critical Support
Personnel during the Transition Period.
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except by written agreement.
Agreement No. 02026409
Schedule D
Amdocs Subcontractors
SCHEDULE D
Amdocs Subcontractors
Amdocs is to provide list of subcontractors.
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Agreement No. 02026409
Schedule E
Statement of Work
SCHEDULE E
Statement of Work
[To be provided]
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Agreement No. 02026409
Schedule F
SCHEDULE F
[To be provided]
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Agreement No. 02026409
Schedule G
Service Levels
SCHEDULE G
SERVICE LEVELS
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Agreement No. 02026409
Schedule G
Service Levels
TABLE OF CONTENTS
1.0 GENERAL............................................................................ 1
2.0 DEFINITIONS........................................................................ 1
3.0 ATTACHMENTS........................................................................ 1
4.0 REPORTING.......................................................................... 2
5.0 SERVICE LEVEL [**]................................................................. 2
6.0 SINGLE INCIDENT/MULTIPLE FAILURES.................................................. 3
7.0 EARN BACK.......................................................................... 3
8.0 GRACE PERIOD....................................................................... 4
9.0 ADDITIONS, DELETIONS, MODIFICATIONS AND NOTICE..................................... 5
10.0 ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE
LEVELS............................................................................. 5
11.0 ADDITIONS AND DELETIONS OF KEY MEASUREMENTS........................................ 6
12.0 CRITICAL DELIVERABLES.............................................................. 7
13.0 COMMENCEMENT OF OBLIGATIONS........................................................ 7
14.0 COOPERATION........................................................................ 7
15.0 CONTINUOUS IMPROVEMENT............................................................. 7
16.0 IMPROVEMENT PLAN FOR KEY MEASUREMENTS.............................................. 8
17.0 MEASURING TOOLS.................................................................... 8
18.0 TIMES.............................................................................. 8
19.0 EXCEPTIONS......................................................................... 8
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i
Agreement No. 02026409
Schedule G
Service Levels
1.0 GENERAL
This Schedule sets forth certain quantitative Critical Service Levels, Key
Measurements and Critical Deliverables against which Amdocs' performance shall
be measured. As of the Commencement Date, Amdocs will perform the Services at or
above the performance levels described in this Schedule.
2.0 DEFINITIONS
Terms used herein with initial capital letters shall have the respective
meanings set forth in the Agreement or its Schedules (including Attachment E to
this Schedule G).
3.0 ATTACHMENTS *
The following Attachments are hereby incorporated by reference:
Attachment A: Service Level Matrix for Critical Service Levels and Key
Measurements
Attachment B: Service Level Definitions
Attachment C: Critical Deliverables
Attachment D: Measurement Tools and Methodologies
Attachment E: SLA Terms and Glossary
Attachment F: Help Desk Problem Classification and Response Time
Attachment G: Customer Service Request Problem Classification and Response
Time
Attachment H: System Type Classification
Attachment I: [intentionally omitted]
Attachment J: [intentionally omitted]
Attachment K: Project Process Deliverables
Attachment L: [intentionally omitted]
Attachment M: ADM Quality Measurements
Attachment N: Tier 1 & Tier 2 Online Schedule
Attachment O: Backup Jobs Schedule
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1
Agreement No. 02026409
Schedule G
Service Levels
Attachment P: Print Output Production Schedule
Attachment Q: Standard SBCDO Backup Procedures Schedule
Attachment R: Lease Refresh Process
Attachment S: Conversion Quality Standards
Attachment T: Production Schedule for Batch Applications
Attachment U: Conversion Guidelines
Attachment V: Performance Action Committee
*Attachments to be provided upon request.
4.0 REPORTING
Unless otherwise specified in this Schedule, each Critical Service Level and Key
Measurement shall be measured and reported on a monthly basis beginning on the
Commencement Date. [**], Amdocs shall provide to SBC, [**].
Amdocs shall provide [**], and Amdocs shall provide [**] during the Term.
Amdocs will [**] for which Amdocs [**] to Amdocs [**] meet the Service Levels
by:
1. Promptly [**];
2. Promptly [**];
3. Using [**] as soon as practicable;
4. Advising [**];
5. Providing [**]; and
6. Making [**].
5.0 SERVICE LEVEL [**]
In the event of a Service Level Failure in respect of Critical Service Levels,
Amdocs shall [**]:
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2
Agreement No. 02026409
Schedule G
Service Levels
[**] the information [**] in the event of a Service Level Failure of a Critical
Service Level. For each Critical Service Level Failure, [**]For example, assume
that Amdocs fails to meet the Minimum Service Level for a Critical Service
Level; [**]. The Service Level [**] for such Service Level Failure would be
[**]:
[**]
1. If more than one Service Level Failure occurs in a single Measurement
Period, the [**] Expected Service Level Failure.
2. If a Minimum Service Level Failure [**] the applicable Service Level
[**]. For clarity, the applicable Service Level [**]. Notwithstanding the
definition of Minimum Service Level Failure, for purposes of the [**] of the
Minimum Service Level [**].
3. In no event [**].
4. [**], Amdocs shall notify SBC in writing of any Service Level Failures
[**] such Service Level Failures, which notice shall be [**]. The monthly
reports shall also describe [**] the month.
6.0 [**] AMDOCS WILL BE [**], SUBJECT TO [**], SHALL BE [**] FOR THE MONTH
FOLLOWING THE MONTH [**]. FOR EXAMPLE, THE AMOUNT [**], WITH RESPECT TO SERVICE
LEVEL FAILURES [**] SHALL BE SET FORTH [**].[**]SINGLE INCIDENT/MULTIPLE
FAILURES
7.0 IF A SINGLE INCIDENT RESULTS IN MULTIPLE MINIMUM SERVICE LEVEL
FAILURES, THE SERVICE LEVEL FAILURE RELATED TO THE ROOT CAUSE OF THE PROBLEM
WILL BE USED [**] THE ROOT CAUSE WILL FOLLOW THE USUAL ESCALATION PATHWAY; [**].
THE [**] IN THE ALLOCATION OF [**], OR OF SERVICE LEVEL [**]. THE PARTIES AGREE
FURTHER THAT [**] SUCH MINIMUM SERVICE LEVEL FAILURES [**]EARN BACK
Amdocs shall have the right to [**]:
1. Within fifteen (15) days after the end of each Contract Year, Amdocs
shall deliver a report to SBC that will include, with respect to each Critical
Service Level for which there was a Service Level Failure during the preceding
Contract Year, the following:
1.1 Statistics on Amdocs' monthly performance for each Measurement Period
during the preceding Contract Year.
1.2 The Yearly Performance Average.
1.3 The total [**] Critical Service Level.
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Agreement No. 02026409
Schedule G
Service Levels
2. If, during the preceding Contract Year, Amdocs achieved a Yearly
Performance Average in a Critical Service Level that [**] during that preceding
Contract Year, Amdocs will [**] for that Critical Service Level. [**] Service
Level [**] for that Service Level; or [**].
3. [**] the monthly invoice reflecting charges for the first month of the
Contract Year immediately following the Contract Year [**]. In the case where
there will be [**] the end of the last month of the Term.
4. If the Critical Service Level was in effect for less than the entire
Contract Year, the foregoing process shall be undertaken only with respect to
the portion of the Contract Year during which the Critical Service Level was in
effect. If the Agreement or any portion thereof is terminated prior to the end
of the Term, the foregoing process shall be undertaken only with respect to the
portion of the Contract Year during which the Agreement was in effect.
5. These [**] provisions shall only affect Amdocs' ability to [**] the
applicable Agreement or any other SBC rights or remedies.
8.0 GRACE PERIOD
The following grace periods ("Grace Period(s)") will be defined in order to
allow for Transition Period activities and for stabilization of the Modernized
SBC Systems upon Acceptance of the Modernization Milestones. During the Grace
Periods, Amdocs will be [**]. All other Critical Service Levels will be measured
and reported; provided, however, [**]. The Grace Periods shall only apply with
respect to the particular Service Levels [**]. By example, and for the avoidance
of doubt, [**] related Service Levels.
1. Grace Periods: Services should be measured and reported [**].
2. Transition Grace Period: is defined as the [**] following the Agreement
Commencement Date.
3. Modernization Grace Period: is defined as the [**] following Acceptance
of the first Major Modernization Milestone implementation and the [**] following
Acceptance of the [**] Modernization Milestone (provided that the [**] Major
Modernization Milestone shall have [**] Grace Period). For each of the
Modernization Grace Periods associated with a conversion restricted to a single
region or other unit of the business (e.g., state), the Grace Period [**] shall
apply only to the affected region or unit; the Grace Period would not apply to
results from, [**], other regions or units.
4. New Application Grace Period: In the case of the implementation and
installation of new Application Software, Amdocs will be entitled to a Grace
Period of [**] with respect to the particular Service Levels then associated
with the SBC Application Software being replaced by the implementation of the
new Application Software, unless a different Grace Period or no Grace
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4
Agreement No. 02026409
Schedule G
Service Levels
Period is specified in the order for the new Application Software. Other Grace
Periods, or no Grace Periods whatsoever, shall be negotiated with the SBC
Governance Team.
9.0 ADDITIONS, DELETIONS, MODIFICATIONS AND NOTICE
New Performance Categories, Critical Service Levels, Service Level [**] and Key
Measurements (but not the At Risk Amount) may be added, deleted or modified
[**], as specified herein, subject to maintaining the Maximum Number of
Measurements. For example, additions or substitutions may occur in conjunction
with changes to the environment and the introduction of new Equipment or
Software or means of Service delivery; provided, however, that where such
Equipment or Software or means of Service delivery is a replacement or upgrade
of existing technology, there shall be a presumption of equivalent or improved
performance.
SBC will send written notice to Amdocs at least [**] prior to the effective date
of the: additions, deletions or modification to Performance Categories;
additions, deletions or modifications to Service Levels, which include the
movement of Critical Service Levels to Key Measurements or Key Measurements to
Critical Service Levels; or modifications to Service Level [**]. SBC may send
only one such notice, [**]. Such notice shall include changes necessary to
accommodate the addition of new Performance Categories.
10.0 ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE LEVELS
SBC may add, modify or delete Critical Service Levels as follows:
1. Additions. Expected Service Levels and Minimum Service Levels
associated with added Critical Service Levels will be computed as follows:
1.1 [**] Amdocs provided service measurements exist for a particular
Service, [**]; the Expected Service Level shall then be [**]; and the Minimum
Service Level shall be [**]; or
1.2 [**], the Parties shall [**] on an Expected Service Level and a Minimum
Service Level using industry standard measures [**]; or
1.3 Where no measurements exist for a particular Service, and the Parties
[**] Expected Service Level and a Minimum Service Level using industry standard
measures as described above, the Parties shall do the following:
1.3.1 Amdocs shall [**] in accordance with the Change Control Procedures.
1.3.2 [**] as described below, SBC may at any time in writing request [**]
the Expected Service Level and Minimum Service Level.
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5
Agreement No. 02026409
Schedule G
Service Levels
1.3.3 If Amdocs [**] shall be constructed according to the following: [**].
By way of example, [**], respectively.
1.4 Notwithstanding the foregoing, upon the introduction of a new
Application, other than Modernization Services, by SBC, the Expected Service
Level and Minimum Service Level for the Availability of such Applications should
be as defined in the new Application Order. Following installation, Amdocs shall
[**]. Amdocs shall be entitled to a New System Grace Period as defined in
Section 8 above. At the end of [**], the Expected Service Level and Minimum
Service Level shall be [**] in accordance with Section 15 - Continuous
Improvement.
Subject to Article 7 of the Agreement, Critical Service Levels will be
maintained with the implementation of the Modernization unless otherwise agreed
by the Parties.
2. Modifications. SBC may modify the Service Level [**] for Critical
Service Levels and may designate existing Critical Service Levels as Key
Measurements and promote existing Key Measurements to Critical Service Levels.
SBC may make changes to the Service Level [**] for any Critical Service Level
within the Performance Category including changes necessary to accommodate the
addition or deletion of Critical Service Levels or Key Measurements.
3. Deletions. SBC may delete Critical Service Levels.
4. Impact of Additions, Modifications and Deletions of Critical Service
Levels on Service Level [**]. When adding, modifying or deleting a Critical
Service Level, SBC [**]. If SBC adds a Critical Service Level [**] the Service
Level [**].
11.0 ADDITIONS AND DELETIONS OF KEY MEASUREMENTS
SBC may add or delete Key Measurements as follows:
1. Additions. Expected Service Levels and Minimum Service Levels
associated with added Key Measurements will be computed as follows:
1.1 [**] Amdocs provided service measurements exist for a particular
Service, [**], the Expected Service Level shall then be [**] and the Minimum
Service Level shall be [**]; or
1.2 [**], the Parties shall [**] on an Expected Service Level and a Minimum
Service Level using industry standard measures [**]; or
1.3 Where no measurements exist for a particular Service, and the Parties
[**] Expected Service Level and a Minimum Service Level using industry standard
measures as described above, the Parties shall do the following:
1.3.1 Amdocs shall [**] in accordance with the Change Control Procedures.
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6
Agreement No. 02026409
Schedule G
Service Levels
1.3.2 [**] as described below, SBC may at any time in writing request [**]
the Expected Service Level and Minimum Service Level.
1.3.3 If Amdocs [**] shall be constructed according to the following: [**],
respectively.
1.4 Notwithstanding the foregoing, upon the introduction of a new
Application, other than Modernization Services, by SBC, the Expected Service
Level and Minimum Service Level for the Availability of such Applications should
be as defined in the new Application Order. Following installation, Amdocs shall
[**]. At the end of [**], the Expected Service Level and Minimum Service Level
shall be [**] in accordance with paragraph 1.1 of this Section 11.
1.5 Subject to Article 7 of the Agreement, Key Measurements will be
maintained with the implementation of the Modernization unless otherwise agreed
by the Parties.
1.6 Deletions. SBC may delete Key Measurements.
12.0 CRITICAL DELIVERABLES
Schedule G - Attachment C sets forth the [**] in the event the Amdocs [**] as
specified in Schedule G -Attachment C. [**] shall not be included in the [**].
[**] [**] charges for the month following the month during which [**]. For
example, the [**] shall be set forth in the invoice [**].
13.0 COMMENCEMENT OF OBLIGATIONS
The obligations set forth herein shall commence on the Commencement Date or as
otherwise specified in Attachment A referencing the column "Com + mos**". The
numbers used in the column "Com + mos**" are in the format where "X" represents
the number of months after the Commencement Date when Amdocs will be responsible
to provide measurement data in support of the Critical Service Levels. Amdocs
will [**], after the applicable Grace Period.
14.0 COOPERATION
The achievement of Service Levels may require the coordinated, collaborative
effort of Amdocs with third parties. Amdocs will provide a single point of
contact for the prompt resolution of all Service Level Failures, regardless of
whether the reason for such Service Level Failures was caused by Amdocs.
15.0 CONTINUOUS IMPROVEMENT
Critical Service Levels and Key Measurements will be modified at the end of each
Contract Year during the Term as follows.
1. Each Expected Service Level will be reset to [**], subject to the
limitation set forth in paragraph 2 of this Section 15.
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7
Agreement No. 02026409
Schedule G
Service Levels
2. In no event shall [**]Level pursuant to paragraph 1 of this Section 15
[**].
3. Each Minimum Service Level will be [**] the then-current Minimum
Service Level. For example, if the Minimum Service Level [**]. In no event will
the Minimum Service Level exceed the Expected Service Level.
4. At the end of each Contract Year, the Parties will review the Critical
Service Levels to identify any service [**]. In the event the Parties so agree,
for such service [**] would be maintained.
5. Continuous Improvement shall apply [**]. Amdocs will maintain [**].
16.0 IMPROVEMENT PLAN FOR KEY MEASUREMENTS
[**], Amdocs shall provide SBC with [**] the Expected Service Level or the
Minimum Service Level for the Key Measurement, [**]. The Parties shall [**].
Amdocs shall [**]. A Key Measurement that is [**] a Critical Service Level will
[**] (without regard to the timing restraints of Section 9.0).
17.0 MEASURING TOOLS
As of the Commencement Date, Amdocs will [**] the Critical Service Levels and
Key Measurements designated. [**] prior to the commencement date [**].
If, after the Commencement Date [**], Amdocs desires to [**], Amdocs shall
provide written notice to SBC, in which event the Parties will [**] as necessary
[**]; provided, however, if the Parties [**], Amdocs will [**] by the Parties.
It is not anticipated that [**] Service Levels; rather, the [**].
18.0 TIMES
Unless otherwise set forth herein, all references in this Schedule to times
shall refer to local times of applicable location.
19.0 EXCEPTIONS
Without derogating from the provisions of Section 10.2 of the Agreement, Amdocs
shall not be responsible for a failure to meet any Service Level to the extent
that such failure is directly attributable to any of the following:
1. [**], for which [**]in advance that [**] such Service Level[**];
2. Circumstances that excuse performance in connection with a Force
Majeure Event as specified in Section 18.1 of the Agreement;
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8
Agreement No. 02026409
Schedule G
Service Levels
3. Execution of the Business Continuity Plan in support of a SBC declared
disaster.
Any other case which may require an exception or escalation will be handled
using the escalation procedures defined in Schedule E - Part 5.
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9
Agreement No. 02026409
Schedule H
Transition Plan
SCHEDULE H
TRANSITION PLAN
[To be provided]
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Agreement No. 02026409
Schedule I
Excluded Services
SCHEDULE I
EXCLUDED SERVICES
[To be provided]
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Agreement No. 02026409
Schedule J
Charges
SCHEDULE J - CHARGES
SERVICE CHARGES
SERVICES CHARGES
IN $K
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 TOTAL
------ ------ ------ ------ ------ ------ ------ -----
OPERATIONAL FEES [**] [**] [**] [**] [**] [**] [**] [**]
TOTAL PASS THROUGH [**] [**] [**] [**] [**] [**] [**] [**]
MODERNIZATION
LICENCE CHARGES [**] [**]
SERVICES [**] [**]
TOTAL MODERNIZATION [**] [**] [**] [**] [**] [**] [**] [**]
TOTAL DISCOUNTED FEES [**] [**] [**] [**] [**] [**] [**] [**]
ANNUAL INVOICE FEES [**] [**] [**] [**] [**] [**] [**] [**]
MONTHLY BASE CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7
------ ------ ------ ------ ------ ------ ------
MONTHLY AMOUNT IN [**] [**] [**] [**] [**] [**] [**]
PASS THROUGH EXPENSES YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 TOTAL
------ ------ ------ ------ ------ ------ ------ -----
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
TOTAL PASS THROUGH [**] [**] [**] [**] [**] [**] [**] [**]
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LABOR RATES
HOURLY RATES AND RELATED TRAVEL AND LIVING EXPENSES FOR SERVICES NOT INCLUDED IN
THE MONTHLY BASE CHARGE SHALL BE CALCULATED USING THE RATE SCHEDULE IN THE
THEN-CURRENT MASTER AGREEMENT BETWEEN SBC AND AMDOCS; PROVIDED, HOWEVER, THAT
UPON EXECUTION OF THE
[**] Amdocs Personnel [**].
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DISCOUNTS
DISCOUNTS FROM AMDOCS ORIGINAL PROPOSAL FOR THE 7 YEAR AGREEMENT
Overall 7 year discount for operational fees $ [**]
Modernization License $ [**]
Maintenance and Ongoing product updates $ [**]
[**]
[**]
We look forward to serving the business needs of SBC and to the continued mutual
success of our companies.
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affiliated companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
TERMINATION FOR CAUSE
TERMINATION FOR CAUSE CHARGES
In the event the Agreement is terminated for cause by SBC following Acceptance
of the Final Modernization Milestone (as defined in the Modernization Plan), SBC
shall pay Vendor on the effective date of termination the license fees and
development charges
START OF
CHARGES IN $ 000 YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7
---------------- ------ ------ ------ ------ ------ ------ ------
Total termination
charges for cause $[**] $[**] $[**] $[**] $[**] $[**] $[**]
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affiliated companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
TERMINATION FOR CONVENIENCE
TERMINATION FOR CONVENIENCE CHARGES
In the event the Agreement is terminated for cause by SBC following Acceptance
of the Final Modernization Milestone (as defined in the Modernization Plan), SBC
shall pay Vendor on the effective date of termination the license fees and
development charges
START OF
CHARGES IN $ 000 YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7
---------------- ------ ------ ------ ------ ------ ------ ------
Total termination
charges $[**] $[**] $[**] $[**] $[**] $[**] $[**]
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those companies except by written agreement.
ACQUIRED ASSETS [BASED ON CURRENT INFORMATION - TO BE VERIFIED DURING
TRANSITION]
Book
Value
Assets
Region Code City, State Address City State,Zip in Ks
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes CHGO-A CHICAGO, IL ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes CLMB-A COLUMBUS, OH ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes EVNL-B EVANSVILLE, IN 6219 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes TROY-A TROY, MI ▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes TROY-B TROY, MI ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes TROY-C TROY, MI ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes UNTN-A UNIONTOWN, OH ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes VLVW-B VALLEY VIEW, OH ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes VLVW-A VALLEY VIEW, OH ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest AMRL-A AMARILLO, TX ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest ASTN-A AUSTIN, TX ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest BEMT-A BEAUMONT, TX 2615 CALDER ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest CCHR-A CORPUS CHRISTI, TX ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest DALS-A DALLAS, TX ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest DALS-G DALLAS, TX ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest DALS-S ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ chapel Ste 200 DALLAS [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest ELPS-A EL PASO, TX ▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest FAYA-A FAYETTEVILLE, AR ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest FTWR-A FORT WORTH, TX 6707 BRENTWOOD ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest GLFD-A GUILFORD, CT ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest HSTN-B HOUSTON, TX ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest HSTN-D ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ WESTHEIMER ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest HSTN-A HOUSTON, TX ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest HSTN-C ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ HOUSTON [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest LTRK-A ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ EXECUTIVE ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest LBCK-A LUBBOCK, TX ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest MDLD-A MIDLAND, TX ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest NHVN-A NEW HAVEN, CT ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest OKCT-A OKLAHOMA CITY, OK ▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest OVPK-B OVERLAND PARK, KS ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest PHNX-A PHOENIX, AZ ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest RICH-A RICHARDSON, TX 1221 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest SANT-B SAN ANTONIO, TX 13750 ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest SLTN-A SHELTON, CT ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest SGFD- A SPRINGFIELD, MO ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest STLS-B ST LOUIS, MO 13075 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest STLS-F ST LOUIS, MO ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest STLS-G ST LOUIS, MO ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ - ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest TLSA-B ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest TYLR-A TYLER, TX ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest WCHT-A WICHITA, KS ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
West DGA ANAHEIM, CA ▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of SBC, Amdocs, and their
affiliated companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
Book
Value
Assets
Region Code City, State Address City State,Zip in Ks
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
West ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ GOLD ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
West IRVN- A Irvine, CA ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ ▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
West PASD-A PASADENA, CA ▇ ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
West ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
West ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
West ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
West ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
West ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ [**]
------------------------------------------------------------------------------------------------------------------------------
TOTAL PRICE - TO BE VERIFIED DURING TRANSITION PERIOD $[**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of SBC, Amdocs, and their
affiliated companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
FACILITY CHARGES
TOTAL FACILITY CHARGES PER YEAR
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 TOTAL
-------- -------- -------- -------- -------- -------- -------- --------
Annual
Charges $[**] $[**] $[**] $[**] $[**] $[**] $[**] $[**]
FACILITY CHARGES PER SITE PER MONTH
Region Code City, State Address City State,Zip [**] [**] Total Cost
-----------------------------------------------------------------------------------------------------------------------------
Gr Lakes BRECKSVILLE ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ [**] [**] [**]
OH 44141
-----------------------------------------------------------------------------------------------------------------------------
Gr Lakes CHGO-A CHICAGO, IL ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
Gr Lakes CHGO-B CHICAGO, IL ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
Gr Lakes MDSN-B MADISON, WI ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
TRAVERSE CITY TRAVERSE
Gr Lakes TRVS-A MI ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
Gr Lakes TROY-A TROY, MI ▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
Gr Lakes TROY-B TROY, MI ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
Gr Lakes TROY-C TROY, MI ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
VALLEY VIEW VALLEY
Gr Lakes VLVW-B OH ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇/ ▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
Midwest DALS-G DALLAS, TX ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
Midwest HSTN-A HOUSTON, TX ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
Midwest NHVN-A NEW HAVEN, CT ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
SAN ANTONIO
Midwest SANT-B TX ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
ST LOUIS, MO ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ -
▇▇▇▇▇▇▇ ▇▇▇▇-▇ ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
West DGA ANAHEIM, CA ▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ GOLD ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ CA ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
West PASD-A PASADENA, CA ▇ ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
Canada Edmonton Canada [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
TOTAL [**] [**] [**] [**]
-----------------------------------------------------------------------------------------------------------------------------
[**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of SBC, Amdocs, and their
affiliated companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
Agreement No. 02026409
Schedule K
SBC Base Case
SCHEDULE K
BASE CASE
[To be provided]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
Schedule L
Projects
SCHEDULE L
Projects
[To be provided]
\
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
Schedule M
Affected Employees
SCHEDULE M
AFFECTED EMPLOYEES
[To be determined]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
Schedule N
Direct Amdocs Competitors
SCHEDULE N
DIRECT AMDOCS COMPETITORS
A Direct Amdocs Competitor is any entity which develops, markets, sells,
licenses or provides any services (including outsourcing) relating to CRM, Order
Management, directory publishing, and/or billing software systems, including the
following entities:
Note: those marked with an asterisk (*) are the competitors that as of the
Commencement Day are deemed Direct Amdocs Competitors that sell directory
publishing systems and products.
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
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[**]
[**]
[**]
[**]
[**]
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[**]
[**]
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
Schedule O
SCHEDULE O
SBC FACILITIES
AMDOC FACILITIES
SBC PROVIDED EQUIPMENT
SBC SUPPLILED ITEMS, EQUIPMENT AND SPECIFICATIONS
[To be provided]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
Schedule P
Direct SBC Competitors
SCHEDULE P
DIRECT SBC COMPETITORS
PUBLISHERS
PUBLISHER MEMBERS
(Publisher Members = those publishers who are members of the Yellow Pages
Interactive Media Association)
[**]
PUBLISHER NON-MEMBERS
(Publisher Non-Members = those publishers who are NOT currently members of the
Yellow Pages Interactive Media Association)
[**].
CMR
CMR MEMBERS
(CMR - Certified Marketing Representatives Members = CMR could be competitors to
SBCDO via the sales channel and/or publishing channel. - not sure the level of
competion needed for this schedule. A CMR may have interest in Directory Sales
systems)
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
Schedule Q
Satisfaction Survey
SCHEDULE Q: SATISFACTION SURVEY
This document is designed to provide a high level description of the
Satisfaction Surveys that have been identified in SLA documents related to ADM,
End User Support, Business Process Procurement and Governance. In addition to
specifics outlined here, the surveys must be developed and administered per
specifications outlined within the individual SLA documents, subject to
oversight by the Governance team.
Purpose of Survey
The four identified surveys will need to be designed and distributed in
compliance with provisions outlined in this document, then administered to
management and selected Users on a regularly scheduled basis for the purpose of
evaluating vendor performance to key satisfaction indicators. The vendor will be
responsible for outlining specific action plans (which will be presented to and
approved by the Governance team) designed to address issues identified via
survey results.
Survey Objectives
As part of the survey development process, the Governance team will provide
information on the specific services that need to be evaluated (related to key
drivers of satisfaction); target groups that can provide the most meaningful
insight into reasons behind potential dissatisfaction; and will use initial
results to set baselines and parameters to indicate the desired amount of
ongoing improvement contingent on all survey scales having a 1-7 rating, with an
expected weighted evaluation rating of 6.
The surveys will need to be designed with interchangeable evaluation criteria
components that can be used (as appropriate) across all 4 surveys. The following
table indicates components and applicability:
--------------------------------------------------------------------------------------------------
CRITERIA COMPONENTS ADM END USER PROCUREMENT GOVERNANCE
--------------------------------------------------------------------------------------------------
Culture / Work Environment -
--------------------------------------------------------------------------------------------------
Impact of New Implementations - - -
--------------------------------------------------------------------------------------------------
Impact on Respondent's Work - - - -
--------------------------------------------------------------------------------------------------
Problem Solving Process - - -
--------------------------------------------------------------------------------------------------
Professionalism - - - -
--------------------------------------------------------------------------------------------------
Project Management -
--------------------------------------------------------------------------------------------------
Relationship Management - -
--------------------------------------------------------------------------------------------------
Support Availability - - - -
--------------------------------------------------------------------------------------------------
Support Expertise - - - -
--------------------------------------------------------------------------------------------------
Support for New Systems - - -
--------------------------------------------------------------------------------------------------
Support Responsiveness - - - -
--------------------------------------------------------------------------------------------------
System Functionality - - - -
--------------------------------------------------------------------------------------------------
System Performance - - -
--------------------------------------------------------------------------------------------------
System Quality - - - -
--------------------------------------------------------------------------------------------------
In addition, surveys will need to be repeated on a regularly scheduled basis to
provide year-over-year result comparisons. On an ongoing basis, the Governance
Team will be responsible for reviewing and approving Amdocs' improvement action
plans (associated with survey results) as well as associated progress against
those plans. In addition, it is expected that results will be shared with
respondents, along with action plans related to improvement / issue resolution.
Structure and Logistics
This section provides guidelines on how the survey should be structured,
administered and analyzed.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Agreement No. 02026409
Schedule Q
Satisfaction Survey
- Each survey should contain at least one question to evaluate
whether or not the prospective respondent is familiar with
Amdocs and the services they provide. This will allow
irrelevant and/or disinterested responses to be weeded out of
the results
- Survey questions need to evaluate both efficiency and
effectiveness of services provided
- Each survey should not take more than 10-15 minutes to
complete
- Survey questions will need to be designed to cover four
evaluation points for each service:
- SCREENED (question to make sure the service
is relevant to the respondent. Example: Is
online availability important to you? Yes /
No)
- WEIGHTED (to provide input on how important
/ relevant the service is to them. Example:
How important? 1-7 response)
- RATED (the core effectiveness question.
Example: How satisfied are you with online
availability? 1-7 response)
- JUSTIFIED (question that provides
opportunity for feedback comments. Example:
What improvement would increase your
satisfaction? Open ended response / comment
section)
- Each survey needs to contain a short list of items that each
respondent can use to indicate the evaluation criteria
categories that are important to their satisfaction.
- For the four surveys covered by this
document, the list of items should directly
correlate to the evaluation criteria
categories applicable to each specific
survey
- Each of those criteria would have associated
questions in the survey and each criterion
would also be listed in a section that asks
the respondent to check all items that are
relevant to him/her.
- Data Analysis will take into consideration
whether or not the respondent checked a
particular criterion as being important to
them.
- For each criteria area, respondents should be asked questions
designed to rate their relative importance and satisfaction
related to the category, as well as offer recommendations for
improvement for each criteria category they respond to
- Demographics need to be included so data analysis can review
responses for trends based on location, organization, etc
- Prior to administering the pending survey and associated
administration process will need to be well communicated to
the client community
- Random sample size will need to be targeted to provide a 99%
confidence level
- Resulting data must be validated and normalized
- Result analysis will need to reflect overall satisfaction
issues ranked by priority and evaluated for diverging needs.
- The composite score of each response will need to be a
combination of importance and satisfaction the client
reflected across each criteria point.
Target Groups
The ADM, End User Support, and Business Process Procurement surveys will be
taken by randomly selected members of the SBCDO client community for the purpose
of providing focused, anonymous feedback to the vendor and the Governance team
related to services received via Amdocs. The Governance survey will target
responses from all the SBC members of the Governance team, as well as any
applicable members of the SBC IT organization.
Action Plans
Amdocs will be responsible for generating action plan for targeted areas that
the survey results indicate are in need of improvement. These plans must be
explicit, actionable and have associated timelines. They will also need to be
presented to the Governance team and obtain their sign-off prior to enactment
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
2
Agreement No. 02026409
Schedule R
Reports
SCHEDULE R
Reports
(To Be Finalized During Transition)
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
Schedule S
SBC Standards
Schedule S
SBC Standards
[To be provided]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
Schedule T
Supplier Diversity Plan
Schedule T
SUPPLIER DIVERSITY PLAN
Attached hereto and incorporated herein as Exhibit A is a template for Amdocs's
proposed Participation Plan, outlining MBE/WBE/DVBE goals and specific and
detailed plans to achieve those goals. Amdocs will submit an updated
Participation Plan annually by the first week in January. Amdocs will submit
MBE/WBE/DVBE Results Reports quarterly by the end of the first week following
the close of each quarter, using the form attached hereto and incorporated
herein as Exhibit B. Participation Plans and Results Reports will be submitted
to the Prime Supplier Program Manager.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Agreement No. 02026409
Schedule T
Supplier Diversity Plan
MBE/WBE/DVBE PARTCIPATION PLAN
-----------------------------------------------------------------------
PRIME SUPPLIER MBE/WBE/DVBE PARTICIPATION PLAN
YEAR REPORTING:
----------------------------------------------------------------------
PRIME SUPPLIER NAME: ______________________________________________
ADDRESS: ______________________________________________
______________________________________________
COMPANY E-MAIL:
______________________________________________
TELEPHONE NUMBER:
______________________________________________
DESCRIBE GOODS OR SERVICES BEING PROVIDED UNDER THIS AGREEMENT:
DESCRIBE YOUR M/WBE-DVBE OR SUPPLIER DIVERSITY PROGRAM AND THE
PERSONNEL DEDICATED TO THAT PROGRAM
THE FOLLOWING, TOGETHER WITH ANY ATTACHMENTS IS SUBMITTED AS AN MBE/WBE
/DVBE PARTICIPATION PLAN.
1. GOALS
A. WHAT ARE YOUR MBE/WBE/DVBE PARTICIPATION GOALS?
MINORITY BUSINESS ENTERPRISES (MBEs) #DIV/0!
______________
WOMAN BUSINESS ENTERPRISES (WBEs) #DIV/0!
______________
DISABLED VETERAN BUSINESS ENTERPRISES (DVBEs) #DIV/0!
______________
B. WHAT IS THE ESTIMATED ANNUAL VALUE OF THIS CONTRACT WITH:
AMERITECH
_______________________________________
NEVADA ▇▇▇▇
_______________________________________
PACIFIC ▇▇▇▇
_______________________________________
SOUTHERN NEW ENGLAND TELEPHONE
_______________________________________
SOUTHWESTERN ▇▇▇▇
_______________________________________
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
2
Agreement No. 02026409
Schedule T
Supplier Diversity Plan
________________________________________
AMERITECH DATA SERVICES (ADS)
________________________________________
SBC ADVANCED SOLUTIONS (ASI)
________________________________________
SBC LONG DISTANCE
________________________________________
SBC TELECOM (NATIONAL/LOCAL)
________________________________________
OTHER SBC AFFILIATE
________________________________________
NOTE: INDICATE DOLLAR AWARD(s) AS IT APPLIES TO THIS CONTRACT (I.e.,
PACIFIC ▇▇▇▇, SWBT, AND/OR AFFILIATE).
C. WHAT ARE THE DOLLAR AMOUNTS OF YOUR PROJECTED MBE/WBE/DVBE
PURCHASES:
MINORITY BUSINESS ENTERPRISES (MBEs)
___________________
WOMAN BUSINESS ENTERPRISES (WBEs)
___________________
DISABLED VETERAN BUSINESS ENTERPRISES (DVBEs)
___________________
*SEE MBE/WBE/DVBE CANCELLATION CLAUSE IN AGREEMENT FOR DEFINITIONS OF
MBE, WBE, AND DVBE*
2. LIST THE PRINCIPAL GOODS AND SERVICES TO BE SUBCONTRACTED TO MBE/WBE/
DVBEs OR DELIVERED THROUGH MBE/WBE/DVBE VALUE ADDED RESELLERS
DETAILED PLAN FOR USE OF M/WBEs-DVBEs AS SUBCONTRACTORS, DISTRIBUTORS, VALUE
ADDED RESELLERS
For every product and service you intend to use, provide the following
information. (attach additional sheets if necessary)
-----------------------------------------------------------------------------------------------------
CLASSIFICATION PRODUCTS/SERVICES TO
COMPANY NAME (MBE/WBE/DVBE) BE PROVIDED $ VALUE DATE TO BEGIN
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
3
Agreement No. 02026409
Schedule T
Supplier Diversity Plan
-----------------------------------------------------------------------------------------------------
CLASSIFICATION PRODUCTS/SERVICES TO
COMPANY NAME (MBE/WBE/DVBE) BE PROVIDED $ VALUE DATE TO BEGIN
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
3. SELLER AGREES THAT IT WILL MAINTAIN ALL NECESSARY DOCUMENTS AND RECORDS
TO SUPPORT ITS EFFORTS TO ACHIEVE ITS MBE/WBE/DVBE PARTICIPATION GOAL
(S). SELLER ALSO ACKNOWLEDGES THE FACT THAT IT IS RESPONSIBLE FOR
IDENTIFYING, SOLICITING AND QUALIFYING MBE/WBE/DVBE SUBCONTRACTORS,
DISTRIBUTORS AND VALUE ADDED RESELLERS.
4. THE FOLLOWING INDIVIDUAL, ACTING IN THE CAPACITY OF MBE/WBE/DVBE
COORDINATOR FOR SELLER, WILL:
ADMINISTER THE MBE/WBE/DVBE PARTICIPATION PLAN,
SUBMIT SUMMARY REPORTS, AND
COOPERATE IN ANY STUDIES OR SURVEYS AS MAY BE REQUIRED IN ORDER TO
DETERMINE THE EXTENT OF COMPLIANCE BY THE SELLER WITH THE PARTICIPATION
PLAN.
NAME:
________________________________________
TITLE:
________________________________________
TELEPHONE NUMBER:
________________________________________
AUTHORIZED SIGNATURE:
________________________________________
DATE:
________________________________________
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
4
Agreement No. 02026409
Schedule T
Supplier Diversity Plan
MWBE-DVBE QUARTERLY RESULTS REPORT
M/WBE-DVBE QUARTERLY RESULTS REPORT
FOR THE FOLLOWING SBC AFFILIATE:
NOTE: Subcontracting Results should reflect ONLY M/WBE-DVBE dollars directly
traceable to sales DURING THE REPORT QUARTER.
Results must be reported individually for each SBC subsidiary.
THIS SUMMARY REPORT SHOULD BE ▇▇▇▇▇@▇▇▇.▇▇▇▇▇▇▇.▇▇▇
E-MAILED TO:
Authorized signed copy should PRIME SUPPLIER PROGRAM MANAGER
be mailed to: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ FAX # (▇▇▇)▇▇▇-▇▇▇▇
NOTE: Questions and/or requests for assistance may be referred to the
Prime Supplier Program Manager at ▇▇▇▇▇@▇▇▇.▇▇▇▇▇▇▇.▇▇▇
2. CONTRACT/WORK ORDER
1. REPORTING COMPANY: NUMBER: 3. REPORT QUARTER:
This report reflects the utilization of Minority
Company Name: ____________________ Business Enterprise/Woman Business Enterprise/
Disabled Veterans participation for period
Address: ____________________
(If available) through
City, State, Zip: ____________________
(Please indicate dates)
Contact Name: ____________________
Title: ____________________
E-mail: ____________________
Date: ____________________
Telephone: ____________________
SIGNATURE:
---------------------------------------------------------------------------------------------------------------
PARTICIPATION GOAL PARTICIPATION ACHIEVEMENT
---------------------------------------------------------------------------------------------------------------
4. 5. ACTUAL FOR QUARTER
------------------
MBE WBE DVBE
ANNUAL GOAL Subcontracting Dollars
----------- ______________________________
Percent of Total MBE WBE DVBE
Total
Sales [**]% [**]% [**]%
------------------------ Sales to SBC ______________________________
Percent of
Subcontracted Sales
---------------------------------------------------------------------------------------------------------------
SBC - SUBCONTRACTING RESULTS
---------------------------------------------------------------------------------------------------------------
6. M/WBE-DVBE SUBCONTRACTOR(S) Ethnic/Gender: Total Dollars:
-------------- --------------
Name:
________________________ _________________________
Address:
________________________
City, State,________________________
Zip:
________________________
Telephone: -------------------------
________________________ CERTIFYING AGENCY:
Goods or Services:
-------------------------
_______________________________________________________________________________________
To add additional subcontractors, copy the entire light ▇▇▇▇ area and paste directly below this line.
---------------------------------------------------------------------------------------------------------------
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
5
Agreement No. 02026409
Schedule U
Amdocs Proposal
SCHEDULE U
Amdocs Proposal
[To be provided]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
Schedule V
Schedule V
Reserved
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
Schedule W
Schedule W
Reserved
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
Schedule X
License Agreement
SCHEDULE X
SOFTWARE LICENSE, MAINTENANCE SERVICES AND ONGOING SUPPORT
SERVICES
This Schedule hereby incorporates by reference the terms of the Agreement. The
terms of the Agreement shall apply to the terms of this Schedule. Capitalized
terms used in this Schedule and not defined herein have the meanings, if any,
ascribed to such terms in the Agreement. The Parties acknowledge that the terms
of this Schedule are designed to reflect the unique relationship of the Parties
following the termination or expiration of the Agreement. Therefore, these
terms, including, without limitation, pricing terms, shall not apply to any
other relationships or agreements to be established between the Parties.
1. DEFINITIONS
1.1 "AUTHORIZED END USERS" means employees, customers, suppliers,
vendors, auditors, benefits providers, contractors, agents and other
business partners of SBC and/or the Eligible Recipients.
1.2 "CONTRACTOR" means any person or entity, including outsourcers,
consultants, disaster recovery services providers, hosting services
providers and other third parties, providing technical services or
advice to SBC, Eligible Recipients or Authorized End Users.
1.3 "CUSTOMERS" has the meaning ascribed to such term in SECTION 6.1(A)
of this Schedule.
1.4 "CUSTOMIZATION MAINTENANCE SERVICES" has the meaning ascribed to
such term in SECTION 4(B)(II) of this Schedule.
1.5 "DOCUMENTATION" means the files and records, process flow documents,
software manufacturing instructions and scripts, test specifications
and test scripts and similar Materials pertaining to the Amdocs
Software Package together with all Enhancements and Improvements
thereof, to be developed, provided and made available to SBC by
Amdocs pursuant to the Agreement or this Schedule.
1.6 "GENERIC AMDOCS SOFTWARE PACKAGE" means all components of the Amdocs
Software Package (including all third party software embedded or
incorporated therein by Amdocs, but excluding Developed Materials
owned by SBC).
1.7 "IMPROVEMENTS" means correction of errors found in modules of the
Generic Amdocs Software Package, as well as the provision of
improvements, additions,
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
1
Agreement No. 02026409
Schedule X
License Agreement
corrections, updates, revisions, new versions, enhancements,
modifications and new releases with respect to the Generic Amdocs
Software Package, as well as all associated Documentation and
training materials. Improvements do not include major new features
that are not generally or routinely provided as part of Generic
Amdocs Software Package maintenance services or that are generally
made available to licensees of the Generic Amdocs Software Package
as separately priced components.
1.8 "MAINTENANCE FEES" means the amounts set forth in SECTION 6 of this
Schedule.
1.9 "ONGOING SUPPORT SERVICES" means the services described and defined
in SECTION 4.2(B).
1.10 "MAINTENANCE SERVICES" means the Services described and defined in
SECTION 4.1 and ANNEX A of this Schedule.
1.11 "SUBSEQUENT LICENSE FEES" has the meaning ascribed to such term in
SECTION 6.1(A) of this Schedule.
2. LICENSE GRANT.
2.1 GRANT OF LICENSE. Subject to payment under the Agreement of the
Charges, and any Termination Charges and Subsequent License Fees,
and unless the license granted hereunder for the Amdocs Software
Package is otherwise terminated pursuant to the terms of the
Agreement, Amdocs shall and hereby does grant to SBC and each
Eligible Recipient a non-exclusive, perpetual, non-transferable
(except as otherwise provided in the Agreement), worldwide right and
license (i) to install, integrate other Software, use, operate,
execute, copy for archive purposes, create derivative works of,
modify and enhance the Generic Amdocs Software Package ([**] in
single or multiple data centers owned and operated by or on behalf
of SBC, and (ii) in connection therewith, to use, copy, and modify
the Documentation, in each case in connection with SBC's and the
Eligible Recipients' directory services business and/or operations.
SBC shall not use the Generic Amdocs Software Package on a service
bureau basis for and on behalf of non-Eligible Recipients.
2.2 GRANT OF LICENSE TO AUTHORIZED END USERS. Subject to the provisions
of the Agreement and SECTION 2.7 of this Schedule, Amdocs shall and
hereby does grant to the Authorized End Users a non-exclusive,
perpetual, non-transferable right and license (i) to access and use
the Generic Amdocs Software Package (including through a
browser-based or other similar or successor interface) to
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
2
Agreement No. 02026409
Schedule X
License Agreement
transact business operations and exchange data with SBC and Eligible
Recipients, and (ii) to use the Documentation solely in connection
with such access and use of the Amdocs Software Package.
2.3 USE. With respect to the processing of data, SBC shall use the
Generic Amdocs Software Package and Documentation solely to process
the data of SBC and the Eligible Recipients, as well as the data of
Authorized End Users, in each case concerning or relating to the
directory services business and/or operations of SBC and the
Eligible Recipients. Notwithstanding the foregoing, SBC may use the
Generic Amdocs Software Package to provide transitional, migration
and/or conversion services to divested subsidiaries, affiliates,
divisions, departments, business units or product groups of Eligible
Recipients, to facilitate their continuous operation while
separating from SBC's or Eligible Recipients' systems, [**], such
use not to extend for more than [**] from the date of such
divestment.
2.4 CONTRACTORS. Subject to the provisions of the Agreement and SECTION
2.7 of this Schedule, the rights and license grants under this
SECTION 2 may, at SBC's discretion, [**], provided that such use is
solely on behalf, and for the benefit, of SBC, Eligible Recipients,
and Authorized End Users.
3. REMOTE ACCESS; DISASTER RECOVERY. THE RIGHTS AND LICENSE GRANTS UNDER THIS
ARTICLE 2 MAY BE EXERCISED BY REMOTE ACCESS OVER TELECOMMUNICATIONS
NETWORKS OR BY DIRECT CONNECTION AND SHALL INCLUDE, AND AT NO ADDITIONAL
CHARGE, USE FOR DISASTER RECOVERY, TESTING, BACKUP, DEVELOPMENT AND
ARCHIVAL PURPOSES.[**]SOURCE CODE. SUBJECT TO SECTION 14.2(B) OF THE
AGREEMENT, UPON ACCEPTANCE BY SBC OF THE AMDOCS SOFTWARE PACKAGE, AND UPON
DELIVERY OF ANY ENHANCEMENTS AND IMPROVEMENTS THERETO, AMDOCS SHALL
PROVIDE SBC, VIA ELECTRONIC MEDIA, [**] DOCUMENTATION FOR THE AMDOCS
SOFTWARE PACKAGE AND ALL AMDOCS OWNED MATERIALS THAT ARE INCLUDED OR
EMBEDDED IN THE DEVELOPED MATERIALS. [**] DOCUMENTATION SHALL BE [**] THE
AMDOCS SOFTWARE PACKAGE. AMDOCS WILL PROVIDE COMPILATION INSTRUCTIONS TO
SBC FOR THE AMDOCS SOFTWARE PACKAGE AND DEVELOPED MATERIALS, INCLUDING
DETAILED INSTRUCTIONS ON CREATION OF EXECUTABLES, OBJECTS AND LINKING OF
SOFTWARE INCLUDED IN SUCH AMDOCS SOFTWARE PACKAGE AND THE DEVELOPED
MATERIALS.[**]CONFIDENTIALITY. PRIOR TO AUTHORIZED END USERS EXERCISING
THE LICENSE GRANTED IN SECTION 2.2 OF THIS
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
3
Agreement No. 02026409
Schedule X
License Agreement
SCHEDULE, (I) SUCH NON-SBC EMPLOYEE AUTHORIZED END USERS SHALL BE BOUND BY
WRITTEN NONDISCLOSURE AGREEMENTS WITH SBC NO LESS PROTECTIVE OF AMDOCS
RIGHTS THAN AS PROVIDED UNDER SECTION 13.3 OF THE AGREEMENT AND (II)
AUTHORIZED END USERS THAT ARE DIRECT AMDOCS COMPETITORS SHALL ENTER INTO A
NONDISCLOSURE AGREEMENT DIRECTLY WITH AMDOCS THAT IS MORE PROTECTIVE OF
AMDOCS THAN THE NONDISCLOSURE AGREEMENT GENERALLY APPLICABLE TO OTHER
RECIPIENTS OF AMDOCS' PROPRIETARY INFORMATION, AS PROVIDED UNDER SECTION
13.3(B)(II) OF THE AGREEMENT. ADDITIONALLY, ANY SBC CONTRACTOR'S EXERCISE
OF THE LICENSE GRANTED IN SECTION 2.4 OF THIS SCHEDULE IS SUBJECT TO THE
PROVISIONS OF SECTION 13.3(B)(II) OF THE AGREEMENT. [**]DELIVERY, TITLE,
RISK OF LOSS.
3.1 DELIVERY. Amdocs shall deliver the Amdocs Software Package and the
Documentation to SBC as part of the Amdocs Software Package and
Documentation, respectively, under and in accordance with the
provisions of the Agreement. In the event other Software or Material
shall be provided to Eligible Recipients pursuant to an Order,
Amdocs shall deliver such Software or Material in accordance with
the terms of the respective Order. In all such cases, Amdocs shall
provide such Software and Materials via electronic media, together
with any and all passwords necessary to enable SBC and/or its
Contractors to install, operate and support the Amdocs Software
Package and Documentation and to otherwise use fully and completely
all features and functions of the Amdocs Software Package and
Documentation.
3.2 TITLE TO MEDIA. Title to the physical media for the Amdocs Software
Package and Documentation shall vest in SBC. Amdocs will provide
another copy of the Amdocs Software Package or Documentation if the
Amdocs Software Package or Documentation is lost or damaged while in
transit to SBC, or SBC loses or damages the Amdocs Software Package
or Documentation.
4. MAINTENANCE AND ONGOING SUPPORT SERVICES.
4.1 MAINTENANCE SERVICES.
(A) DURING AGREEMENT TERM. During the term of the Agreement,
maintenance services for the Amdocs Software Package will be
provided under the Agreement.
(B) FOLLOWING AGREEMENT TERM. Following the expiration or
termination of the Agreement and for a period of not less than
[**] (and for any period
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
4
Agreement No. 02026409
Schedule X
License Agreement
thereafter as long as Amdocs continues to provide generally
maintenance services with respect to the Generic Amdocs
Software Package and any successor software), Amdocs will
offer to SBC the Maintenance Services in successive twelve
(12) month periods (each a "MAINTENANCE TERM"), pursuant to
Orders issued by SBC, and payment of the Maintenance Fees, and
in accordance with the following:
(I) DESCRIPTION. Amdocs will provide to SBC and the Eligible
Recipients Improvements with respect to the Generic
Amdocs Software Package and the help desk and support
services described on ANNEX A of this Schedule (the
"MAINTENANCE SERVICES"). Maintenance Services include
Improvements that enhance the efficiency and
effectiveness of the function(s) described in the
Specifications for the Generic Amdocs Software Package,
correct errors in the Generic Amdocs Software Package,
change the basic program functions of the Generic Amdocs
Software Package or add new ones, all of which shall be
furnished to Eligible Recipients on electronic media in
a form suitable for incorporation into the Eligible
Recipient's Amdocs Software Package (subject to
appropriate customizations to account for differences
between the Eligible Recipients' Amdocs Software Package
and the Generic Amdocs Software Package). Amdocs will
provide SBC with instructions on the integration of the
Improvements to the Developed Materials, the Generic
Amdocs Software Package, and other customizations
provided by Amdocs.
(II) At the time of the election of its option to purchase
Maintenance Services, SBC may also at its option
purchase Maintenance Services with respect to the
Developed Materials (including all Enhancements,
Upgrades and customizations to the Generic Amdocs
Software Package created specifically for SBC by or for
Amdocs in connection with the Services provided by
Amdocs under the Agreement) (the "CUSTOMIZATION
MAINTENANCE SERVICES"). Amdocs shall identify the
Developed Materials that are not part of the Generic
Amdocs Software Package (and thus subject to
Customization Maintenance Services) in [**] prepared
pursuant to Section 5.1.3.1 of SCHEDULE E, PART 3 or the
DFS. For the purposes of this SCHEDULE X, Software not
identified as Developed Materials in [**] shall be
deemed subject to the terms and conditions applicable to
Maintenance Services for the Generic Amdocs Software
Package (regardless of whether such Software
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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may otherwise qualify as Developed Materials under the
Agreement). The Customization Maintenance Services shall
also include Amdocs' provision of updates, enhancements
and modifications to the Developed Materials so that the
Developed Materials included in or associated with the
Amdocs Software Package are compatible and work in
conformity with the Improvements provided by Amdocs in
connection with the Maintenance Services. References to
"Maintenance Services" shall include the Customization
Maintenance Services, and references to the "Generic
Amdocs Software Package" shall include the Developed
Materials, as the context requires, if SBC has elected
to purchase the Customization Maintenance Services.
Customization Maintenance Services cannot be ordered
without also ordering Maintenance Services.
(III) ERROR CORRECTION PROCEDURES. Subject to, and except as
provided in ANNEX A, the procedure for error correction
shall be as follows: upon the discovery of any error
condition; SBC will endeavor to determine the source of
such error condition, whether it is in the platform, in
one of the modules of the Amdocs Software Package, an
operational error, or some other source; in the event
that the Generic Amdocs Software Package (or any
component thereof) is the source or cause for or of such
error condition, SBC will promptly notify Amdocs of said
error and provide Amdocs, in reasonable detail, with all
the information that it has discovered with respect to
such error, in order to assist Amdocs to correct such
error. Promptly upon receipt of such information, Amdocs
will identify the cause for and correct the error and
will provide the corrective solution to SBC. SBC will
implement the correction based on the specific and
detailed instructions of Amdocs. If an error condition
which was reported to Amdocs is not an error caused by
Amdocs or an error or defect in the Generic Amdocs
Software Package, Amdocs will have the right to charge
SBC for the time spent in handling, diagnosing and
correcting the matter, at the time and materials rates
set out in SCHEDULE J of the Agreement.
(IV) RIGHT TO DISCONTINUE MAINTENANCE SERVICES. Upon sixty
(60) days' written notice to Amdocs prior to the end of
a Maintenance Term, SBC shall be entitled to terminate
its receipt of Maintenance Services (and/or the
Customization Maintenance Services)
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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effective upon the end of the then-current Maintenance
Term [**] for Maintenance Services (and/or the
Customization Maintenance Services), if any, [**]. In
any such event, SBC's discontinuance of the Maintenance
Services (and/or the Customization Maintenance Services)
shall not affect (i) the provision of other services by
Amdocs ordered by SBC, if any, or (ii) any other right
or license granted hereunder.
(V) RIGHT TO REINSTATE MAINTENANCE SERVICES. Following its
discontinuance or not ordering of Maintenance Services
(and/or the Customization Maintenance Services), SBC may
reinstate Amdocs' provision of Maintenance Services
(and/or the Customization Maintenance Services) upon
written notice to Amdocs (the "REINSTATEMENT NOTICE")
and (A) [**] if SBC provides such Reinstatement Notice
to Amdocs within [**] after the discontinuance or not
ordering of Maintenance Services (and/or the
Customization Maintenance Services), provided that this
[**] (with respect to each of the Maintenance Services
and the Customization Maintenance Services) under this
SCHEDULE X; or (B) if later than such [**] period, then
upon payment of a reinstatement fee equal to [**]
percent ([**]%) of the aggregate amount [**] as
Maintenance Fees for Maintenance Services (and/or the
Customization Maintenance Services) during such period
of discontinuance or not ordering of such Maintenance
Services (and/or the Customization Maintenance
Services). Subject to the payment of the foregoing
reinstatement fee (if applicable), SBC shall not be
obligated to pay any Maintenance Fees for any period
during which SBC has discontinued Maintenance Services
in accordance with Section 4.1(b)(iv). When Maintenance
Services are resumed, Amdocs will provide SBC [**] for
the Generic Amdocs Software Package.
(VI) COOPERATION. Subject to SECTION 4.1(B)(VII) below, SBC
may provide itself or obtain from Contractors first
level help desk support and maintenance related to the
Amdocs Software Package, and Amdocs shall, as part of
the Maintenance Services, reasonably cooperate with SBC
and/or any such Contractor, including by providing, as
part of Ongoing Support Services, reasonable telephone
consultation and technical support directly to SBC
and/or such Contractor(s), and will coordinate with SBC
and/or any such Contractors to help resolve differences
and conflicts
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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arising between the Maintenance Services and such first
level help desk and maintenance activities. In the event
that, despite the foregoing efforts of Amdocs, Amdocs'
performance of the Maintenance Services is adversely
impacted by such provision of support, if and to the
extent Amdocs' performance is so adversely affected,
Amdocs' failure to perform the Maintenance Services
shall be excused, subject to (i) Amdocs' providing SBC
reasonable notice in writing of any such non-performance
or anticipated inability to perform, and (ii) Amdocs'
continuing to use commercially reasonable efforts to
perform.
(VII) Maintenance Services (including [**] services) shall not
apply if there has been any alteration, modification or
adjustment to the Amdocs Software Package by any entity
other than Amdocs, except and only to the extent that
such alteration, modification or adjustment was made
pursuant to, and under, Amdocs' supervision, direction
or control. Notwithstanding the foregoing, Amdocs shall
continue to provide help desk support as described in
ANNEX A, as Ongoing Support Services.
4.2 ONGOING SUPPORT SERVICES
(A) DURING AGREEMENT TERM. The Amdocs Software Package will be
delivered and customized by Amdocs, and the Developed
Materials implemented, for SBC under and in accordance with
the terms of the Agreement. Following Acceptance by SBC of the
Amdocs Software Package under the Agreement and continuing
through the term of the Agreement, the Amdocs Software Package
will be supported by Amdocs pursuant to and in accordance with
the provisions of the Agreement.
(B) FOLLOWING AGREEMENT TERM. Following the expiration or
termination of the Agreement and for a period of not less than
[**] years thereafter, Amdocs will offer to SBC support
services, which may include, subject to the terms of an
applicable Order, development of new Enhancements for the
Amdocs Software Package and other related support services
ordered by SBC (the "ONGOING SUPPORT SERVICES").
4.3 SERVICE PERFORMANCE AND SERVICE LEVELS. Amdocs shall perform the
Maintenance Services and Ongoing Support Services at levels of
accuracy, quality, completeness, timeliness, responsiveness and
productivity that meet high standards and at least the generally
accepted practices of the media publishing software and software
services industries. Without limiting the generality of the
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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foregoing, Amdocs shall perform the Maintenance Services so as to
meet or exceed applicable Service Levels set forth in ANNEX A or the
applicable Order, as the case may be.
4.4 ACCEPTANCE TESTING
(A) DURING AGREEMENT TERM. During the term of the Agreement, the
provisions of the Agreement shall govern all issues of
Acceptance respecting the Amdocs Software Package.
(B) FOLLOWING AGREEMENT TERM. Following the expiration or
termination of the Agreement, unless otherwise agreed by the
Parties (including in an applicable Order), the provisions of
the Policy and Procedures Manual and the provisions of the
Agreement with respect to Acceptance shall govern acceptance
testing and Acceptance of any Software or other deliverable
provided pursuant to the Ongoing Support Services.
4.5 SBC MASTER AGREEMENT MAINTENANCE TERMS. [**] Amdocs Software Package
maintenance and support terms applicable to Amdocs Software licensed
by SBC [**] between SBC and Amdocs then in effect.
5. OWNERSHIP OF MATERIALS.
Ownership rights in the Enhancements, Amdocs Software Package and
Documentation shall be as set forth in SECTION 14 of the Agreement.
6. CHARGES; INVOICING.
6.1 CHARGES. The fees, prices and other charges to be paid by SBC for
license of the Amdocs Software Package, Maintenance Services and
Ongoing Support Services shall be as follows:
(A) SUBSEQUENT LICENSE FEES. All license fees payable for the
license granted under ARTICLE 2 through the date of
termination or expiration of the Agreement are included within
the Charges under and paid pursuant to the Agreement. During
the term of the Agreement, and after expiration or termination
of the Agreement, SBC shall [**], except as provided in this
SECTION 6.1(A). If at any time SBC adds a Potential Eligible
Recipient as a new Eligible Recipient pursuant to the
provisions of SECTION 9.6 of the Agreement, and subject to the
provisions of this SECTION 6.1(A), then SBC agrees to pay
Amdocs a one-time additional license fee equal to $[**] per
each new Customer (the "SUBSEQUENT LICENSE FEE"). The
Subsequent
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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License Agreement
License Fee shall be (i) based on the [**] the Amdocs System
as a result of the new Eligible Recipient; (ii) calculated as
of the effective date that the Potential Eligible Recipient
first becomes a new Eligible Recipient (the "NEW ELIGIBLE
RECIPIENT EFFECTIVE DATE"); and (iii) paid by SBC to Amdocs as
a one-time amount within [**] days after the New Eligible
Recipient Effective Date. Thereafter, SBC shall [**] with
respect to such new Eligible Recipient. A "CUSTOMER" means a
customer of a new Eligible Recipient that [**]. For purposes
of calculating the Subsequent License Fee, there shall be [**]
a license or other right to use the Generic Amdocs Software
Package. In addition, [**] payable with respect to the [**]
Potential Eligible Recipients added pursuant to SECTION 9.6(K)
of the Agreement.
(B) DURING AGREEMENT TERM. During the term of the Agreement, all
Charges for maintenance services and ongoing support services
shall be included within the Charges under and paid pursuant
to the Agreement.
6.2 FOLLOWING AGREEMENT. Following the expiration or termination of the
Agreement, the annual charge for the (A) Maintenance Services will
be $[**], plus [**] percent ([**]%) of any [**] due under this
Schedule, commencing and calculated at the beginning of the first
year of the Maintenance Term; and (B) the Customization Maintenance
Services will be, at SBC's option, (1) $[**], commencing and
calculated at the beginning of the first year of the Maintenance
Term, plus [**] percent ([**]%) of the [**] under this Schedule X
after the expiration or termination of the Agreement pursuant to an
Order; or, (2) [**] of the Agreement; [**] (the "MAINTENANCE
FEE(S)"). Maintenance Services are invoiced on a semi-annual basis
in advance. The charges for Ongoing Support Services shall be on a
time and materials basis at the rates set forth in SCHEDULE J of the
Agreement, [**]INVOICING; PAYMENT. Invoicing and payment shall be in
accordance with SECTION 12 of the Agreement.
6.3 [**]. All [**] beginning at the end of the first year of the
Maintenance Term; provided, however, that such [**] under the terms
of the master agreement between the Parties.
7. [**]. [**], AS OF THE COMMENCEMENT OF EACH MAINTENANCE TERM AFTER THE
EXPIRATION OF THE TERM OF THE AGREEMENT, THAT [**] THIS SCHEDULE X
[**]TRAINING; USER GROUPS. Following the expiration or termination of the
Agreement, unless otherwise agreed by the parties (including in an
applicable Order), the following provisions shall apply:
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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7.1 OBLIGATION TO PROVIDE TRAINING. Amdocs shall make available to the
Eligible Recipients full and complete instruction on the
installation, integration, implementation and use of the Amdocs
Software Package. All training shall be offered in accordance with
Amdocs' standard terms and conditions.
7.2 PRIOR TRAINING OR COMPETENCIES. SBC acknowledges that certain
training courses may require that trainees have previous training or
specific competencies. Amdocs shall inform SBC of any such
requirements in writing prior to SBC's registration for applicable
training.
7.3 TRAINING MATERIALS. All training provided by Amdocs shall include
written course Materials that may be kept, reproduced and
distributed for internal use by the Eligible Recipients, provided
that any reproductions of such Materials shall include any copyright
or similar proprietary notices placed on the Materials. The Eligible
Recipients shall have the right to videotape such training and make
unlimited copies of training Materials for internal use at no
additional charge.
7.4 CANCELLATION. An Eligible Recipient may cancel a training course
scheduled by Amdocs at any time upon thirty (30) days prior written
notice to Amdocs, provided that the Eligible Recipient shall
reimburse Amdocs for reasonable expenses that are not otherwise
recoverable by Amdocs incurred by Amdocs in preparation for the
course.
7.5 TRAIN-THE-TRAINER RIGHTS. There shall be no restriction on the
permissibility of an Eligible Recipient having an individual trained
in the operation of the Amdocs Software Package to train other
Eligible Recipient personnel.
7.6 USER GROUPS. SBC shall be entitled to participate in all applicable
Amdocs user groups and, at SBC's request, Amdocs shall recommend and
promote SBC for inclusion on the steering committee or other
governing body of each such user group.
8. TERMINATION.
The term and termination provisions of the Agreement shall apply to
maintenance services provided during the term of the Agreement. Following
the expiration or termination of the Agreement, the termination provisions
of SECTION 20 of the Agreement shall apply. In the event of termination of
the Agreement due to the material breach of Amdocs thereunder, and as
permitted thereunder, SBC elects not to terminate the license of the
Amdocs Software Package, SBC may require Amdocs to provide the Maintenance
Services on the terms set forth under this Schedule.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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9. BANKRUPTCY.
All rights and licenses granted under or pursuant to this Schedule by
Amdocs are, and shall otherwise be deemed to be, for purposes of Section
365(n) of the United States Bankruptcy Code, or any replacement or
successor provision therefor (the "CODE"), licenses to rights to
"intellectual property" as defined in the Code. The Parties agree that
SBC, as licensee of such rights under this Schedule, shall retain and may
fully exercise all of its rights and elections under the Code. The parties
further agree that, in the event of the commencement of bankruptcy
proceedings by or against Amdocs under the Code and subject to SBC's
compliance with the requirements of Section 365(n) of the Code, (i) SBC
shall be entitled to retain all of its rights under this Schedule, and
(ii) Amdocs shall, upon request, provide to SBC any embodiments to such
intellectual property in Amdocs' possession or control. In addition to the
foregoing, Amdocs agrees that in the event of commencement of bankruptcy
proceedings by or against SBC, subject to SBC's continued performance of
its payment obligations to Amdocs under this Schedule related to such
licenses, SBC, or its trustee in bankruptcy, shall be entitled to assume
the licenses granted under or pursuant to this Schedule by Amdocs to SBC
and shall be entitled to retain all of its rights thereunder (and shall be
entitled to assume this Schedule and all of SBC's rights hereunder).
10. NEW PRODUCTS.
As part of the Maintenance Services, if Amdocs develops a replacement or
alternative product (the "NEW PRODUCT") for any module of the Generic
Amdocs Software Package (the "REPLACED PRODUCT"), SBC shall have the
option to license the New Product under the terms and conditions of this
Schedule, provided that if the New Product is one for which Amdocs
requires its customers generally to pay an additional fee, Amdocs may
charge SBC therefor.
11. REPLACEMENT SOFTWARE.
In the event that the Amdocs Software Package is damaged or destroyed,
Amdocs shall provide an additional copy of the Amdocs Software Package for
the cost of replacement media plus reasonable administrative and postage
charges.
12. LIMITATION OF LIABILITY.
During the term of the Agreement, any claims for damages by either Party
relating to the Amdocs Software Package or any licenses or services
provided by Amdocs with respect thereto will be considered damages arising
under the Agreement and shall be governed by and subject to the provisions
of the Agreement, and neither Party shall bring any such
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
12
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License Agreement
claims under this Schedule. After the expiration or termination of the
Agreement, the provisions of SECTION 18.3 of the Agreement will apply to
liability under this Schedule except that under this Schedule the per
occurrence liability shall be the equivalent of [**] and the total
aggregate liability shall be the equivalent of [**] under this Schedule.
13. WARRANTY
The representations and warranties contained in SECTION 15.4(C) of the
Agreement shall remain in effect until the later of: (a) the expiration of
the [**]. For the avoidance of doubt, the [**] shall apply to all
Enhancements, Upgrades and customizations to the Amdocs Software Package
created by or for Amdocs in connection with the Services provided by
Amdocs under the Agreement. Amdocs' shall correct errors in the Amdocs
Software Package reported by SBC to Amdocs during the [**] period in
accordance with Annex A at no charge. Amdocs shall not be in breach of the
warranty in this SECTION 13 to the extent Amdocs corrects such
non-Compliance within the parameters of Annex A.
If SBC has Accepted the Amdocs Software Package and has not terminated the
license to the Generic Amdocs Software Package then, as of the date of the
expiration or termination of the Agreement, Amdocs also represents and
warrants that the Amdocs Software Package is compatible with, and is up to
date and incorporates, all Improvements that have been made available with
respect to the Amdocs Software Package.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of SBC,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
13