EXHIBIT 10.08
-------------
Third Party Service Provider Agreement
By and Between
Davox Corporation
and
Grumman Systems Support Corporation
Third Party Service Provider Agreement
--------------------------------------------------------------------------------
TABLE OF CONTENTS
1.0 APPOINTMENT OF GSSC............................................ 2
2.0 TERM........................................................... 3
3.0 GSSC RESPONSIBILITIES.......................................... 4
4.0 DAVOX/(R)/'s RESPONSIBILITIES.................................. 5
5.0 CHARGES, INVOICES, PAYMENT AND TAXES........................... 7
6.0 GSSC PERFORMANCE EVALUATION.................................... 7
7.0 DEFAULT AND TERMINATION........................................ 7
8.0 TITLE, RISK OF LOSS............................................ 8
9.0 FORCE MAJEURE.................................................. 8
10.0 CONFIDENTIAL INFORMATION & PROPRIETARY MATERIAL................ 9
11.0 INSURANCE AND INDEMNITY........................................ 9
12.0 GENERAL LIMITATION OF LIABILITY................................ 10
13.0 INDEPENDENT CONTRACTOR......................................... 11
14.0 HIRING/COMPETITION............................................. 12
15.0 GENERAL PROVISIONS............................................. 12
16.0 INFRINGEMENT INDEMNIFICATION................................... 13
17.0 MARKS.......................................................... 13
--------------------------------------------------------------------------------
i 05/17/99
Third Party Service Provider Agreement
--------------------------------------------------------------------------------
This Third Party Service Provider Agreement ("Agreement") entered into this
25/th/ day of May, 1999 (the "Effective Date") by and between DAVOX(R)
Corporation., a corporation organized under the laws of the State of Delaware,
hereinafter referred to as "DAVOX(R)", with its principal place of business at ▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and Grumman Systems
Support Corporation, a corporation organized under the laws of Maryland with its
principal place of business at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, herein
referred to as "GSSC", sets forth the terms and conditions under which GSSC will
provide Maintenance Services (as hereinafter defined) to DAVOX's(R) end user
customers ("Customers").
DEFINITIONS
"Customer" means an entity which purchases Products directly or indirectly from
DAVOX(R) for internal use and not for resale and who has requested to purchase
maintenance services for such Products from DAVOX(R).
1. "Hardware" means the hardware provided by DAVOX(R) to GSSC or Customers.
2. "Product(s)" means any standalone or combination of Hardware and Software
relating to DAVOX(R) CAS and UNISON(R) systems listed in Exhibit D, including
any future replacement system.
3. "Software" means all software system programs proprietary to DAVOX(R), and
provided by DAVOX(R) in machine readable, object printed, or interpreted form,
including any modifications, improvements, updates, enhancements or extensions
thereto or copies thereof, and including flow charts, logic diagrams, program
listings and operating instructions.
4. "Territory" means the specific Customer sites in the United States and
Canada agreed upon by DAVOX(R) and GSSC for GSSC to perform maintenance service.
5. "Work Order Number" means that number which DAVOX(R) issues to GSSC to
authorize GSSC to make a service call pursuant to a previously issued Work
Authorization Form. Such Work Order Numbers will normally be provided by
DAVOX(R) to GSSC on a verbal, Fax or electronic basis to the service dispatch
facility as designated by GSSC. Requests for service from the Customer are not
valid requests, and any such calls acted on by GSSC shall be at the sole risk,
cost and expense of GSSC. Consequently, GSSC shall have no obligation to respond
to customer originated service calls.
6. "Work Authorization Forms" means that certain document which DAVOX(R)
issues to GSSC to authorize GSSC to perform Maintenance Service for a specific
Customer, for specific Product, at a specific location. This document will
specify the commencement date(s) and any special requirements of DAVOX(R) and/or
the Customer, (Exhibit G).
7. "Certified Representative" means GSSC's employee trained by DAVOX(R) or
trained by GSSC's certified trainer, as trained and certified by DAVOX(R), on
the Products to be maintained in accordance with Exhibit B.
8. "OEM Equipment" means any non-DAVOX(R) manufactured call center hardware or
other equipment which DAVOX(R) may distribute to its Customers and/or for which
the Customers purchase maintenance services from DAVOX(R).
--------------------------------------------------------------------------------
1 05/17/99
Third Party Service Provider Agreement
--------------------------------------------------------------------------------
"Prelude TM" is a non-expandable, eight (8) slot variation of the DAVOX(R)
UNISON(R) system.
"System" or "Call Center System" means the Hardware and Software integrated
therewith into a Customer's call center management system.
"Maintenance Service" shall mean those services necessary or expended in the
resolution of a reported trouble, fault or failure within a DAVOX(R) Unison or
CAS system.
"Parts" or "Spare Parts" shall mean those hardware components, Field Replaceable
Units (FRU's), peripheral components, printed circuit boards (PCB's) or whole
unit computing devices including printers, drives and any other such hardware
devices used in the restoration to an operating condition the DAVOX(R) Unison
or CAS systems described herein.
"Good Working Condition" is the operating condition of a particular hardware
component, unit, computing device defined by the operating parameters and
performance standards established and published by the manufacturer in the
operation of the manufactured equipment.
In consideration of the terms herein set forth, DAVOX(R) and GSSC agree as
follows:
1.0 APPOINTMENT OF GSSC
1.1 DAVOX(R) hereby appoints GSSC as its exclusive service representative
within the Territory pursuant to the terms and conditions of this Agreement,
except as otherwise provided in this Agreement or where DAVOX(R) distributors
have sold System(s) and through agreement(s) with DAVOX(R) are eligible to
provide all, or a portion of the required Product support services or when
DAVOX(R) is otherwise restricted by its Customer's requirements. GSSC agrees,
during the term of this agreement, not to solicit or otherwise enter into
relationships with an entity which is a direct or indirect DAVOX(R) competitor,
nor to enter into a materially similar agreement with any such entity. Except as
otherwise provided herein, (R) the parties agree during the term of this
Agreement, not to solicit or enter into similar relationships with an entity
which is a direct or indirect competitor of GSSC for like service of Products .
The foregoing shall in no way restrict DAVOX(R)'s right to solicit comparison
services and pricing from GSSC competitors in anticipation of a renewal or
termination of this Agreement nor restrict DAVOX(R)'s right not to renew this
Agreement upon any future expiration.
1.2 Subject to the provisions of Section 1.1 hereof, when DAVOX(R) has an
obligation to provide Maintenance Service (as defined in Exhibit `A') pursuant
to the terms and conditions of contracts by and between DAVOX(R) and its
Customers, DAVOX(R) shall appoint GSSC in accordance with the following:
A. DAVOX(R) shall appoint GSSC as its service representative to provide
Maintenance Service for Customers located within the Territory. These
Customers will be serviced from the city set forth in Exhibit F which
is geographically closest to the System installation site (the
"Service Cities").
B. Service Cities may be added to the GSSC Service City Schedule from
time to time and GSSC shall provide DAVOX(R) with written notice
within ten (10) days of such addition(s). In the event that a new
Service City is requested to be added by DAVOX(R), GSSC shall conduct
necessary and appropriate research and financial analysis to determine
the
--------------------------------------------------------------------------------
2 05/17/99
Third Party Service Provider Agreement
--------------------------------------------------------------------------------
commercial practicality of such a request. GSSC shall honor such
requests subject to such GSSC research findings and mutually agreeable
terms between the parties.
C. Service Cities may be deleted from the GSSC Service City Schedule from
time to time upon not less than ninety (90) day's prior written notice
to DAVOX(R). In the event a Service City is deleted, GSSC and
DAVOX(R) agree that Maintenance Service coverage may be handled, at
DAVOX'(R)'s option, as follows:
D. (i) GSSC shall continue to provide Maintenance Service coverage to
Customers previously serviced from the deleted Service City utilizing
resources from another Service City or other GSSC location. Such
Service coverage will be made available for 12 months or through the
end of any then current maintenance contracts between Customer and
DAVOX(R)., whichever is less. Neither DAVOX(R) nor its Customers
shall incur any additional charges for coverage furnished from an
alternative location under this provision. DAVOX(R) shall use
reasonable efforts to make any contract changes with its Customers
which may be necessary to reflect that such Service shall be provided
from GSSC's alternative location; or
E. (ii) DAVOX(R) shall have the right, without penalty, to make
alternative arrangements for the provision of Maintenance Services to
Customers who were previously serviced from such deleted Service
Cities. Any such arrangements shall not be deemed a breach by
DAVOX(R) of the exclusivity granted in Section 1.1 of this
Agreement.
F. In the event that GSSC deletes a Service City or is in default of its
obligation hereunder, or refuses to furnish Maintenance Services to a
Customer, DAVOX(R) shall have the right, without penalty, to establish
alternate forms of Maintenance Service coverage, including, without
limitation, providing services itself or through a non-GSSC related
third party service provider.
G. In the event a Customer requests that DAVOX(R) provide Maintenance
Service directly and not through a third party, DAVOX(R) shall use its
reasonable efforts to obtain Customer's permission for GSSC to
directly contact Customer, in combination with DAVOX(R) sales
personnel, for the purpose of promoting GSSC as DAVOX(R)'s service
representative. In such case, DAVOX(R) will make reasonable efforts,
as appropriate in DAVOX(R)'s determination, to encourage Customer to
accept Maintenance Services through GSSC. Notwithstanding anything
herein to the contrary, DAVOX(R) shall not be obligated to appoint
GSSC as its service representative with respect to any Customer who
has requested or who requests that DAVOX(R) provide maintenance
directly and not through a third-party.
1.3 Products, subject to Maintenance Service under the terms of this Agreement,
will be added, deleted and/or revised under this Agreement by means of Work
Authorization Form prepared and signed by DAVOX(R) and submitted to GSSC.
2.0 TERM
2.1 This Agreement will commence on the Effective Date. Unless otherwise
determined as provided herein, this Agreement will have a term of three (3)
years (the "Term"), with subsequent amendment(s) for continuance of service,
unless terminated by either party pursuant to the provisions hereof. Either
party will have the right to terminate this Agreement as of the end of the
--------------------------------------------------------------------------------
3 05/17/99
Third Party Service Provider Agreement
--------------------------------------------------------------------------------
Term or as of the end of any subsequent annual renewal thereof, upon not less
than 90 days' prior written notice to the other party.
3.0 GSSC RESPONSIBILITIES
GSSC's responsibilities to provide Maintenance Services hereunder shall include:
3.1 Rendering Maintenance Service, subject to the terms and conditions set
forth herein and in (Exhibit A) for the Customers and Product listed on the Work
---------
Authorization Forms submitted and accepted in accordance with this Agreement.
3.2 Sending qualified GSSC employees to DAVOX's(R) training classes as set
forth in (Exhibit B);
---------
3.3 Providing installation, upgrade and "Move, Add, Change" (MAC) services to
DAVOX(R) in accordance with the terms and conditions set forth in (Exhibit C);
---------
3.4 Managing Parts in accordance with the terms and conditions set forth in the
Schedule of Parts Services (Exhibit E);
---------
3.5 Paying all valid invoices as rendered by DAVOX(R) in accordance with
Article 5 below.
3.6 Using its best efforts to restore Product to good working condition.
3.7 Keeping DAVOX(R) advised of any complaints made by Customers or others
with respect to the Products or Maintenance Services.
3.8 Maintaining a staff of employees with sufficient resources, technical
knowledge and training, as defined in Exhibit B, to fulfill GSSC's obligations
under this Agreement.
3.9 Maintaining an inventory of parts sufficient to provide Maintenance
Services in accordance with its obligations hereunder specifically including,
without limitation, the obligations specified in the (Exhibit A).
---------
3.10 Warranties, Representations, & Guarantees: GSSC warrants, represents, and
guarantees to DAVOX(R) that GSSC will:
A. Perform its obligations hereunder in a prompt, courteous, efficient
and workmanlike manner.
B. Comply with all applicable federal, state, and municipal laws,
ordinances and regulations in carrying out the terms of this Agreement
and pay and discharge at its own expense any and all costs, charges,
fees, and taxes that may be levied or imposed by any and all
authorities upon or by reason of its performance under this Agreement.
C. GSSC shall not make any representation(s), promise(s), or warranty(s)
or give any performance guaranty to any Customer with respect to the
Products or Maintenance Services.
D. In the event GSSC or its personnel are permitted access to
DAVOX(R)'s computer/data processing and transmission network (the
"Network") such access
--------------------------------------------------------------------------------
4 05/17/99
Third Party Service Provider Agreement
--------------------------------------------------------------------------------
shall be granted solely for the benefit of DAVOX(R) and exclusively
for the purpose of enabling GSSC to fulfill its obligations to
DAVOX(R) hereunder. GSSC warrants and represents to DAVOX(R) that it
shall access only those areas of the Network which DAVOX(R)
specifically directs or authorizes GSSC to access and only for the
purpose of fulfilling GSSC's obligations hereunder.
All information, data, and material contained in or residing on the
Network, which GSSC may obtain directly or indirectly, intentionally
or inadvertently, while on DAVOX(R)'s site or via remote dial-in
access and whether obtained by specific direction of DAVOX(R) or
otherwise, shall be considered confidential information.
GSSC warrants and represents that it shall not (nor shall it directly
assist any other person in any manner to) directly insert or attach
into or on, or otherwise take, create, do, or cause to be done, in
relation to the Network, any business application, personal computer
or workstation, or any equipment, software, or other technology to
which GSSC may have access, any bug, virus, encryption, time bomb, or
other such item, device, or activity which would impede, interrupt,
delay, destroy, or otherwise impair DAVOX(R)'s, its employees',
customers', subcontractors', advisors' or others' use of such Network,
equipment, software, or other technology or any computer technology,
equipment or software which may be associated therewith.
GSSC shall indemnify, defend and hold DAVOX(R) harmless from and
against any claim, loss, damage, cost, or other expense which
DAVOX(R) may incur as a result of any breach of this section
provided in no event shall GSSC's liability for such breach exceed a
total amount of $1,000,000.
E. EXCEPT AS EXPRESSLY SET FORTH HEREIN, GSSC MAKES NO REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, TO DAVOX(R) OR TO ANY OTHER PERSON
OR ENTITY REGARDING ANY SERVICES, RESOURCES, EQUIPMENT, SOFTWARE OR
OTHER ITEMS PROVIDED BY GSSC PURSUANT TO THIS AGREEMENT OR THE RESULTS
TO BE DERIVED FROM THE USE THEREOF INCLUDING, WITHOUT LIMITATION THE
MILLENNIUM COMPLIANCY OF ANY PRODUCT. GSSC EXPRESSLY DISCLAIMS THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. GSSC DOES NOT WARRANT THAT THE OPERATION OF ANY SOFTWARE WILL
BE UNINTERRUPTED OR ERROR FREE.
4.0 DAVOX(R)'s RESPONSIBILITIES
DAVOX(R)'s responsibilities hereunder shall include:
4.1 Making available, all proprietary Parts and diagnostics software necessary
for the service and maintenance of the Product;
4.2 Providing installation, service and removal instruction and documentation
for all Products to be maintained pursuant to the Agreement;
4.3 Providing training for GSSC's Trainer personnel as described in the
Training and Documentation Schedule (Exhibit B)
--------------------------------------------------------------------------------
5 05/17/99
Third Party Service Provider Agreement
--------------------------------------------------------------------------------
4.4 Providing the support services to GSSC as described in (Exhibit A); and
---------
4.5 Paying all valid invoices as rendered by GSSC in accordance with Article 5
below and (Exhibit D).
---------
4.6 DAVOX(R) will periodically provide GSSC, at no charge, with the data,
diagrams, and other technical materials that DAVOX(R) deems appropriate for GSSC
to support the Products within the Territory. DAVOX(R) may limit the number of
copies, if any, of such technical materials that GSSC will be authorized to
make. GSSC will reproduce all confidentiality and proprietary notices on each
copy it reproduces.
4.7 Warranties, Representations, & Guarantees: DAVOX(R) warrants, represents,
and guarantees to GSSC that DAVOX(R) will:
A. Perform its obligations hereunder in a prompt, courteous, efficient
and workmanlike manner.
B. Comply with all applicable federal, state, and municipal laws,
ordinances and regulations in carrying out the terms of this Agreement
and pay and discharge at its own expense any and all costs, charges,
fees, and taxes that may be levied or imposed by any and all
authorities upon or by reason of its performance under this Agreement.
C. In the event DAVOX(R) or its personnel are permitted access to GSSC's
computer/data processing and transmission network (the "Network") such
access shall be granted solely for the benefit of GSSC and exclusively
for the purpose of enabling DAVOX(R) to fulfill its obligations to
GSSC hereunder. DAVOX(R) warrants and represents to GSSC that it shall
access only those areas of the Network which GSSC specifically directs
or authorizes DAVOX(R) to access and only for the purpose of
fulfilling DAVOX(R) obligations hereunder.
All information, data, and material contained in or residing on the
Network, which DAVOX(R) may obtain directly or indirectly,
intentionally or inadvertently, while on GSSC's site or via remote
dial-in access and whether obtained by specific direction of GSSC or
otherwise, shall be considered the confidential information.
DAVOX(R) warrants and represents that it shall not (nor shall it
directly or indirectly assist any other person in any manner to)
directly or indirectly insert or attach into or on, or otherwise take,
create, do, or cause to be done, in relation to the Network, any
business application, personal computer or workstation, or any
equipment, software, or other technology to which DAVOX(R) may have
access, any bug, virus, encryption, time bomb, or other such item,
device, or activity which would impede, interrupt, delay, destroy, or
otherwise impair GSSC, its employees', customers', subcontractors',
advisors' or others' use of such Network, equipment, software, or
other technology or any computer technology, equipment or software
which may be associated therewith.
--------------------------------------------------------------------------------
6
Third Party Service Provider Agreement
--------------------------------------------------------------------------------
5.0 CHARGES, INVOICES, PAYMENT AND TAXES
5.0 Charges - Charges shall be as set forth in the Schedule of Maintenance
Service Rates (Exhibit D).
---------
5.1 Invoices - Subject to the terms set forth in Exhibit D, GSSC shall issue to
---------
DAVOX(R) invoices monthly in arrears. Each invoice rendered by GSSC shall
include the Customer name, DAVOX(R) site code number, and applicable GSSC
Service City from which Services were provided. Invoices applicable to "Time and
Materials Services", (as specified in Exhibit D shall also include the DAVOX(R)
---------
Service Call Number, date and duration of each Service call, and any other
detail which DAVOX(R) may reasonably request. Invoices will be submitted to
DAVOX(R) within 60 days of service completion.
5.2 Payment - Payment for each valid invoice will be made in full within 30
days after receipt of invoice and supporting documentation. GSSC shall have the
right to apply a late fee of one and one half percent (1.5%) per month to all
outstanding uncontested invoices not remitted within 30 days of DAVOX(R)'s
receipt of same, provided however that GSSC shall first give DAVOX(R) ten (10)
days written notice of such non-payment and application of such interest.
5.3 Taxes - Prices set forth in this Agreement are exclusive and GSSC
shall pay all applicable local, state, or federal sales taxes. Reseller
certificate must be provided by DAVOX(R) to GSSC if applicable.
6.0 GSSC PERFORMANCE EVALUATION
6.1 A Customer survey may, at DAVOX(R)'s sole discretion, be periodically
taken by DAVOX(R) regarding GSSC's responsiveness, product knowledge, problem
solving skills and Customer interaction skills. Copies of survey ratings shall
be supplied to GSSC. GSSC shall not be held responsible for any rating to the
extent that such rating is a result of DAVOX(R)'s omissions or of GSSC
complying specifically with DAVOX(R)'s instructions. Survey results are an
indicator of overall performance based on customers perception and may be
utilized as a tool to address process improvement where needed.
7.0 DEFAULT AND TERMINATION
7.1 The failure of either party to perform any material obligation under this
Agreement shall be deemed a default thereunder. If the non-defaulting party
provides notice to the other of such default, including the details thereof, and
such default is not cured within thirty (30) days of the defaulting party's
receipt of such notice, the non-defaulting party may immediately terminate this
Agreement by giving 30 day written notice to the other party of the effective
termination date.
7.2 DAVOX(R) shall have the right to terminate this Agreement immediately
upon written notice to GSSC if GSSC shall delete five (5%) percent or more of
its Service Cities pursuant Article 1.2C or if GSSC's fails to meet its
contracted obligations relative to service delivery criteria and its performance
shall become detrimental to or otherwise have a negative impact on DAVOX(R)'s
Product.
7.2 Termination of this Agreement will not adversely affect any rights or
obligations of either party existing as of or incurred prior to the effective
date of termination. DAVOX(R) shall have the
--------------------------------------------------------------------------------
7
Third Party Service Provider Agreement
--------------------------------------------------------------------------------
right to solicit bids for services provided under this agreement (90) ninety
days prior to the effective termination date.
8.0 TITLE, RISK OF LOSS
8.1 This Agreement shall, in no event, grant to GSSC any right, title or
interest in or to any Product or Parts other than any Parts which GSSC may
specifically purchase hereunder.
A. If GSSC should purchase Parts from DAVOX(R) hereunder, GSSC will take
title to such Parts at DAVOX(R)'s loading dock and GSSC will bear the
risk of loss or damage with respect to any such Parts which may be
lost or damaged in shipment.
B. For Parts which GSSC does not purchase hereunder ("DAVOX(R) owned
Parts"), GSSC will acquire no title and DAVOX(R) will bear the risk of
loss or damage with respect to DAVOX(R) owned Parts lost or damaged in
shipment. GSSC shall bear the risk of loss or damage with respect to
DAVOX(R) owned Parts in accordance with the terms and conditions set
forth in Exhibit E.
---------
8.2 All right, title, and interest in or to any Software shall at all times
remain with DAVOX(R). Subject to the terms of this Agreement including,
without limitation, those terms set forth in the Software License Agreement
marked as Exhibit I and incorporated herein by reference, DAVOX(R) hereby
----------------------------------------------
grants to GSSC a personal, non-transferable, non-exclusive license (the
"License") to use the Software which DAVOX(R) may furnish to GSSC hereunder.
Such use shall be solely for purposes of providing Maintenance Services to
Customers under the terms of this Agreement.
GSSC shall include any and all copyright and proprietary notices placed on the
Software by DAVOX(R) on all copies of the Software.
GSSC shall not disclose, provide or otherwise make available the Software or
Source Code or any Part or copy thereof to any third party. The Software and the
Source Code shall be deemed Confidential information of DAVOX(R) for purposes
of this Agreement and shall be protected accordingly as specified in the Mutual
Non-Disclosure Agreement marked as Exhibit L attached hereto and incorporated
---------
herein by reference. All copies of Software and Source Code, whether provided
by DAVOX(R) or made by GSSC in accordance with this Agreement, including
without limitation, translations, compilations or partial copies are the
property of DAVOX(R) and may not be used or disclosed except as permitted by
this Agreement.
9.0 FORCE MAJEURE
9.1 If the performance of this Agreement, or any obligation hereunder is
prevented, restricted, or interfered with by reason of fire, flood, earthquake,
explosion, or other casualty or accident, strikes or labor disputes, inability
to procure or obtain delivery of parts, supplies or power, war or other
violence, any law, order, proclamation, regulation, ordinance, demand or
requirement of any governmental agency, or any other act or condition whatsoever
beyond the reasonable control of the affected party, the party so affected, upon
giving prompt notice to the other party, shall be excused from such performance
to the extent of such prevention, restriction, or interference; provided
however, that the party so affected shall take all reasonable steps to avoid or
remove such cause of nonperformance and shall promptly resume performance
hereunder. Notwithstanding anything in this Agreement to the contrary, in the
event that GSSC is unable to
--------------------------------------------------------------------------------
8
Third Party Service Provider Agreement
--------------------------------------------------------------------------------
perform its obligations hereunder, DAVOX(R) shall have the right to establish
alternative sources of Maintenance Service coverage, including providing Service
itself or contracting with a third party
10.0 CONFIDENTIAL INFORMATION & PROPRIETARY MATERIAL
10.1 Confidentiality. The parties hereto acknowledge that the Products
incorporate confidential and proprietary information developed or acquired by or
licensed to the respective parties (the "Information") and agree to be bound by
the terms and conditions set forth in the Non-Disclosure Agreement attached
hereto, marked as Exhibit L and incorporated herein by reference.
---------
10.2 Non-Removal of Notices. Neither party will allow the removal or defacement
of any confidentiality or proprietary notice placed on the Products or other
items of Information. The placement of copyright notices on these items will not
constitute publication or otherwise impair their confidential nature.
Ownership & System Or Product Based Inventions:
A. All patents copyrights, circuit layouts, trade secrets and other
proprietary rights in or related to the Products are and will remain
the exclusive property of DAVOX(R) or its licensors, whether or not
specifically recognized or perfected under the laws of the Territory.
10.3 Third Party Rights. Each party represents that, by this Agreement, they
take no action that jeopardizes its or its licensors' proprietary rights nor
acquires any right in the Products, Software, or Information, or other
proprietary material of the other party except the limited use rights specified
in Exhibit I.
10.4 Use. Both parties will use the Products and other items of Information
exclusively to perform its marketing and service activities pursuant to this
Agreement. Except as specifically contemplated in (Exhibit B) and as may be
---------
specifically authorized in (Exhibit I), GSSC will not copy, translate, modify or
----------
adapt the Products, promotional literature, Software, or other items of
Information or DAVOX's(R) proprietary materials without DAVOX's(R) prior written
approval.
11.0 INSURANCE AND INDEMNITY
11.1. GSSC shall, at all times during the term of this Agreement, at its sole
cost and expense, carry the following insurance coverages written by reputable
insurance companies admitted to and authorized to do business in the state in
which the insurance policy is written.
A. Workers' Compensation Insurance with a broad form all states
endorsement covering all employees for statutory limits in accordance
with the laws of the states in which GSSC will be providing Services;
B. Employers' Liability Insurance with a limit of not less than
$2,000,000 for bodily injury for each accident; and $2,000,000 for
bodily injury by disease for each employee and for the policy limit;
C. Commercial General Liability Coverage, written on an occurrence basis
including completed operations, covering claims for bodily injury
including death, personal injury, and property damage regardless of
when such claims are filed, with a combined single limit of
$2,000,000 per occurrence.
--------------------------------------------------------------------------------
9
Third Party Service Provider Agreement
--------------------------------------------------------------------------------
D. Upon execution of this Agreement and immediately upon renewal of any
coverage required hereunder, GSSC shall provide DAVOX(R) with
certificates of insurance, issued by or on behalf of the appropriate
insurance companies, showing:
1. that the insurance coverage required under this Section 13 is in
force; and
2. that the insurance company(ies) issuing such policy(ies) have
agreed to notify both GSSC and DAVOX(R) of any modification or
cancellation of such policy(ies) at least thirty (30) calendar
days prior to the effective date of such change or cancellation.
E. All insurance required by this Agreement shall be provided on a
"primary basis" regardless of any other insurance DAVOX(R) may elect
to purchase and maintain. Accordingly, no insurance coverage required
of GSSC shall be subject to an "excess" or "pro-rata" type of other
insurance clause nor shall any coverage by subject to any clause which
would be contrary to the aforesaid intent of the parties.
F. Except for GSSC's Workers' Compensation Insurance, all of the policies
required of GSSC shall include DAVOX(R) as an Additional Insured,
identifying DAVOX as "DAVOX(R) Corporation and its divisions or
subsidiaries".
G. In the event that GSSC fails to deliver the certificate of insurance
to DAVOX(R) as required hereunder, DAVOX(R) shall notify GSSC in
writing and GSSC shall have twenty (20) days to furnish a certificate
as required by this Section, if GSSC fails to provide said certificate
to DAVOX(R) then, DAVOX(R), at its sole discretion and solely for
DAVOX(R)'s own benefit, shall have the right to obtain the insurance
coverage as expressly covered herein, and the premium and other
related cost shall be charged to GSSC. GSSC's failure to exercise its
discretion in this regard does not relieve GSSC from its obligations
or liabilities hereunder, nor create any liability on the part of
DAVOX(R).
11.2 Nothing in this Section 11.0 shall be deemed to expand or modify the
rights, remedies and liabilities of the parties as set forth elsewhere in this
Agreement.
12.0 GENERAL LIMITATION OF LIABILITY
12.1 EXCEPT FOR GSSC'S OBLIGATIONS UNDER SECTION 11 AND CLAIMS ARISING OUT OF
BREACH OF SECTION 8 AND 10, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF
PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY ARISING OUT OF THE
AGREEMENT, WHETHER IN CONTRACT OR IN TORT, EVEN IF THE OTHER PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 GSSC will be installing Year 2000 Date Change (Millennium Software
Readiness) Upgrade Services as and when provided by DAVOX(R) as more
specifically set forth in Exhibit C in accordance with this Agreement and the
parties previously executed Amendment to Third Party Service Provider Agreement
dated 15 September 1998. In respect to the Year 2000 Date Change Upgrade
Services mentioned above, in no event shall GSSC be responsible for any breach
of its obligations under this Agreement if such breach directly results from an
inability in the Hardware or Software to correctly process, provide, and/or
receive date data and dates, or properly
--------------------------------------------------------------------------------
10
Third Party Service Provider Agreement
--------------------------------------------------------------------------------
exchange accurate date data and dates with products or deliverables provided by
GSSC under this Agreement, provided such products or deliverables provided by
GSSC correctly process, provide, and/or receive dates and date data, or properly
exchange accurate date data and dates. GSSC assumes no responsibilities or
obligations hereunder to cause Hardware or Software to accurately exchange date
data and dates with any other product. The foregoing sentence shall not apply in
the event that GSSC modifies Hardware or Software beyond that permitted herein
and in doing so, GSSC creates an inability in the Hardware or Software to
correctly process, provide, and/or receive date data and dates, or properly
exchange accurate date data and dates with other products. In such an event,
GSSC hereby indemnifies and agrees to hold harmless DAVOX(R) from and against
any and all claims, demands, and actions, and any liabilities, or damages
including court costs and reasonable attorney fees, directly resulting from the
GSSC modifications. GSSC's obligations and DAVOX(R)'s right to enforcement in
the event of such GSSC modifications shall survive the termination of this
Agreement for any reason. DAVOX(R) agrees to give GSSC prompt notice of any such
claim, demand or action and shall, to the extent GSSC requests and DAVOX(R) is
not adversely affected, cooperate fully at GSSC's cost and expense with the
defense and settlement thereof.
12.3 GSSC is not responsible for and DAVOX(R) acknowledges that it is the end-
user's sole and exclusive obligation to back-up all software and data. Except
in the case of GSSC's negligence or willful misconduct, DAVOX(R) hereby
indemnifies and agrees to hold harmless GSSC from and against any and all
claims, demands, actions, liabilities, or damages including court costs and
reasonable attorney fees, directly resulting from Hardware or Software received
from DAVOX for Year 2000 Date Change (Millennium Software Readiness) Upgrade
Services performed by GSSC in accordance with this Agreement and the Amendment
to Third Party Service Provider Agreement dated 15 September 1998. DAVOX(R)'s
obligations, and GSSC's right to enforcement in respect to the foregoing shall
survive termination of this Agreement for any reason. GSSC agrees to give
DAVOX(R) prompt notice of any such claim, demand, or action and shall, to the
extent DAVOX(R) requests and GSSC is not adversely affected, cooperate fully
at DAVOX(R)'s cost and expense with the defense and settlement thereof.
12.4 UNLESS EXPRESSLY SET FORTH ELSEWHERE IN THIS AGREEMENT, GSSC, ITS PARENT,
SUBSIDIARIES AND THEIR AFFILIATES, SUBCONTRACTORS AND SUPPLIERS MAKE NO
WARRANTIES, EXPRESSED OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE FITNESS OR SUITABILITY
OF THE HARDWARE OR SOFTWARE ON WHICH THE SERVICES ARE PERFORMED, OR ANY
MODIFICATIONS THEREOF, FOR ANY SPECIFIC APPLICATION, PERFORMANCE, RESULT OR USE.
NO WARRANTY OR REPRESENTATION SHALL BE BINDING ON GSSC UNLESS IN WRITING AND
SIGNED BY AN AUTHORIZED REPRESENTATIVE OF GSSC.
13.0 INDEPENDENT CONTRACTOR
13.1 DAVOX(R) and GSSC are independent parties. Nothing in this Agreement
shall be construed to make either party an agent, employee, franchisee, joint
venture, partner or legal representative of the other party. Except as otherwise
provided in this Agreement, neither party holds, has nor may represent itself to
have any authority to act on the others behalf.
--------------------------------------------------------------------------------
11
Third Party Service Provider Agreement
--------------------------------------------------------------------------------
14.0 HIRING/COMPETITION
14.1 During the term of this Agreement and for six (6) months thereafter, GSSC
and DAVOX(R) agree to refrain from soliciting for employment without the prior
written consent of the other, their respective employees.
14.2 GSSC agrees not to knowingly solicit existing or future DAVOX(R)
customers with any offer to provide direct services for support of DAVOX(R)
Products. If during the term of this Agreement, existing or future DAVOX(R)
customers request service directly from GSSC on DAVOX(R) Product, those
requests will be forwarded to DAVOX(R).
15.0 GENERAL PROVISIONS
15.1 This Agreement is not assignable, in whole or in part, by either party
without the prior written consent of the other party, and any attempt to make
such assignment shall be void, except for assignments to wholly owned
subsidiaries or affiliates. Notwithstanding the above, DAVOX(R) has the right
to assign its rights hereunder to a parent that owns more than 50% of
DAVOX(R)'s assets, provided the parent is not a direct competitor of GSSC.
15.2 The following provisions shall survive the expiration or termination of
this Agreement; Sections 8, 10, 11, 12, 13, 14, and 15, and any other obligation
which, by its nature, is intended to survive expiration or termination.
15.3 This Agreement, including the Exhibits hereto, is the complete and
exclusive statement of the agreement between the parties and supersedes any and
all prior agreements and communications with respect to the subject matter. The
terms of this Agreement shall apply notwithstanding any proposed variations or
additions which may be contained in any purchase order or other communication
submitted by GSSC. No DAVOX(R) or GSSC employee other than the authorized
person or officer of GSSC or DAVOX(R) shall have any actual or apparent
authority to modify the terms of this Agreement in any way. All authorized
modifications shall be in writing and signed by such authorized representative
of DAVOX(R) and GSSC.
15.4 In case any one or more of the provisions contained in this Agreement
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Agreement, but this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein.
15.5 Any item or service furnished by DAVOX(R) or GSSC in furtherance of this
Agreement, although not specifically identified in it, shall nevertheless be
covered by this Agreement unless specifically covered by some other written
agreement executed by GSSC and an authorized representative of DAVOX(R).
15.6 Whenever notice or requests may be or are required to be given by either
party to the other, such notices shall be in writing and shall be sent by fax
(transmission confirmed) or by registered or certified mail, return receipt
requested, or its equivalent, postage prepaid. Notice shall be deemed effective
one hour after faxing or ten (10) days following the date sent by registered or
certified mail. The addresses of the parties (unless and until written notice of
change shall have been given) shall be as follows:
--------------------------------------------------------------------------------
12
Third Party Service Provider Agreement
--------------------------------------------------------------------------------
DAVOX(R) Corporation Grumman Systems Support Corporation
▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Bohemia, N.Y. 11716
FAX No. (▇▇▇) ▇▇▇-▇▇▇▇ FAX No. (▇▇▇) ▇▇▇-▇▇▇▇
Attn: Contract Administration Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
15.7 It is the intent of the parties to explore expanded service opportunities
relative to the Products in terms of installation, remedial maintenance and
extended support and to design and implement such new programs and service
levels as the parties may mutually agree.
15.8 All rights and remedies conferred under this Agreement or by any other
instrument or law shall be cumulative, are in addition to any other rights or
remedies available at law or in equity, and may be exercised singularly or
concurrently. Failure by either party to enforce any provision shall not be
deemed a waiver of future enforcement of that or any other provision.
15.9 This Agreement shall be governed and construed in accordance with the laws
of the United States and the Commonwealth of Massachusetts.
16.0 INFRINGEMENT INDEMNIFICATION
16.1 DAVOX(R) will defend GSSC against any claim that DAVOX(R)'s
proprietary Hardware or Software supplied hereunder infringes on any valid
United States patent or copyright and will pay resulting costs, damages and
attorney's fees if (i) GSSC promptly notifies DAVOX(R) in writing of such
claim, (ii) GSSC gives DAVOX(R) sole control of the defense and all related
settlement negotiations and (iii) GSSC, provides DAVOX(R) with reasonable
assistance in the defense of such claim. If any claim which DAVOX(R) is
obligated to defend has occurred or is likely to occur, GSSC agrees to permit
DAVOX(R), at its option and expense, either to procure the right for GSSC to
continue using the Hardware or Software, or to replace or modify the Hardware or
Software so that it becomes non-infringing. If neither of the foregoing
alternatives is available on terms which are acceptable to DAVOX(R), GSSC
agrees to return the Hardware or Software upon written request by DAVOX(R) and
GSSC shall be released of any obligation for the support of such Hardware or
Software.
16.2 DAVOX(R) shall have no obligations to GSSC under any provisions of this
Section with respect to any claim based on the use of Hardware or Software in
combination with equipment, devices, or software not supplied by DAVOX(R) or
upon the use of the Hardware or Software in a manner for which they were not
intended or modification of the Hardware or Software by persons other than
DAVOX(R). The foregoing states the sole and exclusive liability of DAVOX(R)
for infringement of any kind and is in lieu of all warranties, express or
implied, in regard thereto.
16.3 GSSC agrees not to modify or combine with any equipment, device or
software not supplied by DAVOX(R) any DAVOX(R) Product provided hereunder
unless directed to do so in writing by DAVOX(R).
17.0 MARKS
17.1 Ownership. All trademarks, service marks, trade names, logos or other
words or symbols identifying the products of DAVOX(R)'s business (the "Marks")
are and will remain the exclusive property of DAVOX(R) or its licensors,
whether or not specifically recognized or perfected under the laws of the
Territory. GSSC will not take any action that jeopardizes DAVOX(R)'s or its
licensors'
--------------------------------------------------------------------------------
13
Third Party Service Provider Agreement
--------------------------------------------------------------------------------
proprietary rights or acquire any right in the Marks, except the limited use
rights specified in Section 17.2. GSSC will not register, directly or
indirectly, any trademark, service ▇▇▇▇, trade name, copyright, company name or
other proprietary or commercial right which is identical or confusingly similar
to the Marks or which constitute translations thereof into the language(s)
spoken within the Territory. In addition, all trademarks, service marks, trade
names, logos or other words or symbols identifying the products of GSSC's
business (the "Marks") are and will remain the exclusive property of GSSC or its
licensors, whether or not specifically recognized or perfected under the laws of
the Territory. DAVOX(R) will not take any action that jeopardizes GSSC's or its
licensors' proprietary rights or acquire any right in the Marks, except the
limited use rights specified in Section 17(2). DAVOX(R) will not register,
directly or indirectly, any trademark, service ▇▇▇▇, trade name, copyright,
company name or other proprietary or commercial right which is identical or
confusingly similar to the Marks or which constitute translations thereof into
the language(s) spoken within the Territory.
17.2 Use. All advertisements and promotional materials will (i) clearly
identify DAVOX(R) or GSSC or its licensors as the owner of the Marks, (ii)
conform to DAVOX(R)'s or GSSC's then-current trademark and logo guidelines and
(iii) otherwise comply with any local notice or marking requirement contemplated
under the laws of the Territory. Before publishing or disseminating any
advertisement or promotional materials bearing a ▇▇▇▇, the publishing party
will deliver a sample of the advertisement or promotional materials to either
DAVOX(R) or GSSC for prior written approval. If DAVOX(R) or GSSC notifies
the other party that the use of the ▇▇▇▇ is inappropriate, the notifying
party will not publish or otherwise disseminate the advertisement or
promotional materials until they have been modified in writing by to GSSC or
DAVOX(R)'s.
17.3 Infringement. GSSC or DAVOX(R) will immediately notify the respective
party if either party learns (i) of any potential infringement of the Marks by a
third party or (ii) that the use of the Marks within the Territory may infringe
the proprietary rights of a third party. The infringed party DAVOX(R) will
determine the steps to be taken under these circumstances at their own sole
expense, if any. Each party will (i) provide the other with the assistance that
DAVOX(R) may reasonably be requested at the sole expense of the requesting
party, if any, and (ii) take no steps on its own without the others party's
prior written approval.
By execution hereof, the signer for GSSC and DAVOX(R) hereby certifies that
he/she has read, understands and is duly authorized to execute this Agreement on
behalf of their company.
GRUMMAN SYSTEMS SUPPORT CORPORATION DAVOX(R) CORPORATION
----------------------------------- --------------------
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------ -----------------------------
NAME: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ NAME: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------ -----------------------------
TITLE: Director TITLE: V.P. of Finance - CFO
------------------------------ -----------------------------
DATE: 5/27/99 DATE: 5/25/99
------------------------------ -----------------------------
--------------------------------------------------------------------------------
14
EXHIBIT A
SCHEDULE OF MAINTENANCE SERVICES
1. Upon receipt and acceptance of a DAVOX(R) Work Authorization Form for any
given Customer, GSSC will provide Maintenance Services for the Product
situated at such Customer location. Each Work Authorization Form shall
include all those Hardware components located at a specific Customer site and
comprising a specific CAS or Unison system.
2. DAVOX(R) will contract directly with each Customer using Maintenance
Agreements. DAVOX(R) shall have the right, at its sole discretion, to
modify the form of Maintenance Agreement at any time.
3. Customers will contact the DAVOX(R) Worldwide Support Center in Westford, MA
(the "WSC") with all requests for Service.
4. Upon receipt of Customer's call to the WSC, DAVOX(R) will, prior to
contacting GSSC, attempt to identify the cause of the problem reported by the
Customer ("fault isolation") and will, as DAVOX(R) is reasonably able,
instruct the Customer via telephone on steps to be taken to remedy the
problem.
5. In the event DAVOX(R) determines that GSSC's on-site assistance is required
to resolve a Customer Hardware problem (the "On-Site Service"), the WSC will
contact the GSSC dispatch facility and request such on-site service via
facsimile transmission, or electronic tasking (electronic-mail, system
sharing), with voice confirmation, as mutually agreed to. A valid request by
DAVOX(R) must include a Work Order Number, which must also appear on all
documents relating to the Service call in question. The WSC is the only party
that is authorized to initiate a Service call to GSSC on behalf of DAVOX(R)'s
Customers.
6. Unless otherwise agreed to in writing, GSSC will use it's best efforts to
provide a (4) hour response for all requests for On-Site Service called into
GSSC during contracted business hours. Such response time will be measured
from GSSC's receipt of request from DAVOX(R) to GSSC's arrival at Customer's
site located within 50 miles of the nearest Service City (the "Response
Time"). GSSC will use its best efforts not to exceed an eight (8) hour
Response Time to Customers who are situated from 51 to 100 miles of the
nearest Service City. On-Site Service requests for sites located beyond 100
miles from a GSSC Service City will be responded to on a best effort basis.
GSSC will use its best effort to arrive at the Customer's site as quickly as
possible when the Customer status is identified by DAVOX(R) as being
"critical"
In the event a service request is made outside the contracted service period
(i.e., PPM, PEM, as specified in Exhibit D), GSSC will use its best efforts
---------
to comply with the Service request. GSSC reserves the right to comply with
such requests for Service outside of the contracted Service periods, to the
extent that reasonably necessary labor resources and parts are available. In
all such instances, GSSC will use its best efforts to provide parts and labor
from the nearest GSSC Service City.
Service requests received by GSSC outside contracted business hours (as
measured in the Service City) will be handled on a best effort basis.
Extended Hours of Coverage are consecutive contract hours past the Principal
Period of Maintenance (PPM) as defined in Exhibit D and incorporated herein
---------
by reference ("PPM"). Extended Hours of Coverage are a
--------------------------------------------------------------------------------
A-1
continuance of remedial services only, and are provided on a standby basis
only after the initial PPM. Extended Hours of Coverage applies only to
fully contracted Customers and shall be reserved for those occasions in
which Severe Failures have occurred. "Severe Failures" are defined as
"down" Systems; those failure types by which a System has lost the ability
for more than half of the Customer agents to take inbound or outbound
calls.
7. GSSC will prepare and submit to DAVOX(R) a Field Service Activity Report or
a system generated Service Management report for each Service call
performed by GSSC (the "Service Activity Report"). With respect to those
activities that will result in a Per Call Time & Materials invoice by GSSC
to DAVOX(R), as specified in Exhibit D, or when DAVOX(R) specifically
requests, a Service Activity Report will be delivered to DAVOX(R) if
specifically requested, GSSC will deliver to DAVOX(R) the Field Service
Activity Report immediately upon completion of the service activity. Each
such Service Activity Report will reference the Work Order Number as issued
by DAVOX(R).
8. GSSC will render Services in a professional and workmanlike manner so as to
restore the Equipment to good working condition and will use its best
efforts to maintain a courteous, positive customer service environment.
9. Maintenance Service initiated during contracted business hours will
continue for one hour past the PPM and will be treated as having been
completed during contracted business hours at no additional cost to
DAVOX(R). Maintenance Services continuing for more than one hour past the
PPM will be billed at GSSC's then current Time and Materials rate.
10. If engineering changes, feature changes, or safety changes are developed by
DAVOX(R) for installed items of Product (the "FCOs), such FCOs will be
installed by DAVOX(R) or if DAVOX(R) requests, GSSC will install such FCOs
on a Per Call Services basis (per Exhibit D) or a mutually agreed to fixed
fee basis. All components, parts and instruction packages necessary for
GSSC to install FCOs will be delivered by DAVOX(R) to GSSC at no additional
cost to GSSC.
11. GSSC shall have no obligation to perform Services on Product if the End-
User does not provide GSSC with reasonable access to the Product and a
reasonably safe place in which to perform such Service. The Customer shall
provide free and full access to the Product, attachments or other equipment
required to provide the specified services. The Customer shall provide at
no charge, hardware documentation and system diagnostics, adequate working
space and facilities in the immediate area of the equipment to be serviced.
The Customer shall provide and maintain a stable environment including but
not limited to electric power, humidity and temperature, necessary for
performance of its equipment as specified by the equipment as specified by
the equipment manufacturer.
12. GSSC will ensure that its personnel who will be performing the Services
hereunder are appropriately trained and knowledgeable. GSSC will ensure
that its personnel attend such training as specified in Exhibit K and
---------
incorporated herein by reference and that such training classes are
attended by its personnel in a timely manner.
GSSC and DAVOX(R) agree that training requirements, as augmented throughout
the term of this Agreement, will be addressed on a per incident basis and
negotiated to the mutual satisfaction of both parties.
13. GSSC will accept maintenance Service responsibility as of the effective
date on the Work Authorization Form, a sample of which is marked as Exhibit
-------
G and incorporated herein by
-
--------------------------------------------------------------------------------
A-2
reference provided however, that such effective date will be after
completion of the applicable required training classes, as outlined in
Exhibit B. GSSC will continue such Service for the full term of the
---------
applicable Maintenance Agreement. DAVOX(R) may discontinue GSSC's Services
as to any Product by sending to GSSC a fully completed and executed Work
Authorization Form designating the effective date of such discontinuance.
Such discontinuance will become effective with respect to the Product
thirty (30) days after receipt of the Work Authorization Form or as may be
otherwise agreed to in writing by the parties. If DAVOX(R) finds it
necessary to terminate or suspend maintenance Service because of payment
delinquency by its Customer, then the requirement for (30) day advance
notice will be waived; such termination or suspension will be effective
immediately upon notification to GSSC by DAVOX(R).
14. In the event that any Product being maintained under the terms and
conditions of this Agreement is relocated and such relocation is to a site
serviced by a different Service City, GSSC will continue to maintain the
Product at the new location if:
a. Such Product is installed by GSSC, or
b. GSSC has conducted an inspection after installation at the new location
and accepts such Product for Maintenance Service under this Agreement;
and,
c. DAVOX(R) has delivered to GSSC a fully completed and executed Work
Authorization Form.
d. Zone charges will be applied as defined in Exhibit D.
---------
If, in GSSC's sole discretion, the Product does not qualify for Maintenance
Service because of transit damage, warehouse deterioration, excessive wear,
poor or improper service by other than GSSC, damage from any other cause
and/or improper installation by other than GSSC, GSSC shall prepare a
formal written report to DAVOX(R) detailing its findings. If GSSC is
requested to perform such repairs as it deems necessary to qualify the
Product for Maintenance Service, then GSSC will invoice DAVOX(R) for such
repairs in accordance with the Per Call Services Schedule.
GSSC obligations under this Agreement do not include the following supplies
and environmental support conditions:
- Electrical work and telecommunications external to the equipment
list;
- Operating supplies or accessories including tapes, disks, paper,
toner, drums, cartridges or other such media;
- Services or parts required to repair damage caused by or resulting
from faulty or failed telecommunications and electrical power or
air conditioning, hardware design problems, media incompatibility,
operator errors, neglect or misuse by an entity other than GSSC;
- Hardware, firmware, microcode and software maintenance (including
but not limited to deficiencies or defects, of any nature, caused,
directly or indirectly by the Year 2000 "millennium bug");
- Service on equipment which has been modified or altered without
prior GSSC consent or at direction of manufacture;
- Replacement or refurbishment of equipment which is worn beyond
reasonable repair due to extensive use and/or age.
--------------------------------------------------------------------------------
A-3
15. From time to time, DAVOX(R) may require special services on products not
covered by this Agreement. To the extent that DAVOX(R) provides a Work
Authorization Form and a Work Order Number; GSSC agrees to provide such
service on a best effort basis. Such service will be billed to DAVOX(R) at
the Per Call Rates in Exhibit D.
---------
16. From time to time, DAVOX(R) may wish to make the Service provisions
contained herein available and applicable to new product (e.g., product
which DAVOX(R) secures from another supplier and provides to a Customer as
part of a package tailored to such Customer's requirements or a newly
developed DAVOX(R) proprietary product). GSSC agrees to cooperate with
DAVOX(R) with a view toward developing an appropriate service program for
such new product.
17. DAVOX(R) will provide GSSC with technical telephone support directly
related to DAVOX(R) proprietary Hardware and Software at no additional cost
to GSSC. DAVOX(R) will also provide on-site technical assistance, when
required and as mutually agreed to, at no additional cost to GSSC.
DAVOX(R) reserves the right, however, to charge GSSC, DAVOX(R)'s then
current time and material rates if DAVOX(R) has provided such on-site
technical assistance and such problem should reasonably have been
resolvable by GSSC without DAVOX(R)'s on-site assistance.
18. Optional Services:
(a) Dedicated On-Site Engineer: Upon DAVOX(R)'s written request, GSSC
--------------------------
will provide resident on-site labor resources at those Customer sites for
which DAVOX(R) has contracted with the Customer to provide such resources.
"Resident on-site labor" shall mean a person or persons in GSSC's employ
who is/are assigned to a Customer's site; is a dedicated engineer to that
site for the duration of a term mutually agreed to by DAVOX(R) and GSSC,
such on-site term not to be less than 40 hours per week for 12 consecutive
months, plus reasonable and necessary lead time for GSSC hiring and
applicable training. In such event, GSSC will assume personnel hiring,
training and labor backfill coverage requirements If the options of this
Section are exercised, mutually agreed upon requirements will be discussed.
GSSC shall not be responsible for any additional logistical requirements
outside those employed per the processes and requirements discussed in
Exhibit E, Schedule of Parts Services. If such option has been selected by
DAVOX(R), GSSC will ensure continuous staffing where absences exceed 2
consecutive days in the incidence of vacations, sick days, terminations,
transfers, resignations, and/or any other absence(s) of the regularly
scheduled personnel.
(b) Dedicated Labor Resource: Subject to DAVOX(R)'s written request, GSSC
------------------------
will also provide to DAVOX(R) dedicated resource(s) for non-site-
dedicated events and activities. Dedicated Labor Resources will be
available solely to DAVOX(R), for DAVOX(R) direction, for not less
than 40 hours per week for 12 consecutive months plus lead time for
hiring and training where applicable, with allowances made for
reasonable vacation, sick and holiday leave hours. Dedicated resources
will remain GSSC employees with full time availability to DAVOX(R).
--------------------------------------------------------------------------------
A-4
Exhibit D (Item B5) provides the rate structure for on-site and
dedicated labor resources according to the skill level requirements
to be selected by DAVOX(R).
(d) In-House GSSC Technical Support Representative: GSSC will provide
-----------------------------------------------
to it's own Field Service Customer Representatives first call
remedial technical support in DAVOX(R)'s Unison line of Products and,
to the extent as defined by the DAVOX(R) Unison Physical Layer,
DAVOX(R) course #103PL or equivalent, curriculum found in Exhibit K,
Training Curriculums. Such GSSC remedial technical support shall be
provided Monday through Friday 8:00 AM through 5:00PM, at no
additional cost to DAVOX(R). Subject to GSSC's compliance with
DAVOX(R)'s reasonable site and security rules and regulations, GSSC
shall deliver such support from DAVOX(R)'s Westford, MA facility,
unless otherwise decided by GSSC, with backup support provided from
various GSSC locations. DAVOX(R) shall provide the dedicated In-House
--------
GSSC Technical Support Representative with a workstation, access to
-------------------------------------
DAVOX(R)'s Management System and access to DAVOX(R)'s internal
personnel and resources as may be necessary for the fulfillment of
GSSC's obligations hereunder.
19. Technical support for DAVOX(R)'s CAS legacy Products shall be
provided by GSSC on a best effort basis and through mutual
cooperation of the parties.
20. GSSC and DAVOX(R) agree to further develop and/or expand GSSC's
technical support capabilities to the mutual satisfaction of both
parties. Expansion may include, but not be limited to, additional
hours of coverage, time zone coverage, additional product support
and/or the addition and/or expansion of software oriented support.
21. GSSC and DAVOX(R) agree, on an ongoing basis, to jointly develop and
to formalize control procedures and forms to satisfy the intent
stated above. Wherever practicable, DAVOX(R) agrees to use existing
procedures and forms of GSSC.
--- END ---
--------------------------------------------------------------------------------
A-5
EXHIBIT B
TRAINING, DOCUMENTATION AND ESCALATION SCHEDULE
TRAINING
Call Center System Maintenance training will be held at either DAVOX(R) or GSSC
facilities, as mutually agreed to by both parties. GSSC provides all
prerequisite training at no cost to DAVOX(R) and allows for 1 week (Mon.-Fri.
continuous) DAVOX(R) proprietary training at no charge to DAVOX(R). DAVOX(R)will
provide and/or make available the required hardware, documentation and
diagnostics, at no cost to GSSC.
Call center system maintenance training will consist of the understanding and
troubleshooting of DAVOX(R) proprietary hardware and software and is currently
delivered through DAVOX(R) course # 103PL, Physical Layer or equivalent.
Call center system maintenance training will consist of:
1. Prerequisites
GSSC will provide personnel prerequisite skills consisting of the basic
understanding of Unix commands and hardware troubleshooting, a basic
understanding of the principles, operation and troubleshooting of Network
environments and a basic understanding of telephony including T1 technology.
2. DAVOX(R) Proprietary Hardware Maintenance
This course is designed to teach system maintenance professionals the skills and
concepts necessary to perform the first level of diagnostic testing and
maintenance of the different configurations of Unison Systems. The course is
built around activities that teach the proper use of diagnostic tools to
troubleshoot and maintain the Systems down to the level of "field replaceable
units" and is provided through DAVOX(R) course # 103 PL, Physical Layer or
equivalent.
3. System Administration
This class provides a hands-on approach in setting up, maintaining, and trouble-
shooting several types of typical work environments with the emphasis being
placed on non hardware issues and is provided through DAVOX(R)course # 103 PL,
Physical Layer or equivalent.
4. In addition to the aforementioned training requirements, the geographical
locations and/or Service Cities of Chicago, Dallas, Southern CA, Northern CA,
Denver, St. Louis, Atlanta, Philadelphia, NY-Boston, and Florida shall require
at least one GSSC engineer with a high quality of customer and communication
skills to be fully trained and competent in the maintenance and support of Sun
Microsystems hardware product, T1 / Telco knowledgeable, and have completed and
be deemed by DAVOX(R) to be reasonably proficient in the DAVOX(R) "UNISON
Supervisor" # 101UST or equivalent, "Physical Layer" # 103PL or equivalent, and
"Architecture" # 102A or equivalent courses.
GSSC will provide personnel in select cities with the aforementioned training
and with training paths and curriculums as specified and requested by DAVOX(R).
Where personnel expansion is required to facilitate a request, GSSC reserves the
right to invoice DAVOX(R) per the rates described in exhibit D, Schedule of
Maintenance Service Rates, Dedicated Labor Staff. Cities where existing
personnel may be selected by GSSC to facilitate a skill set requirement request
will not be considered DAVOX(R) dedicated labor.
--------------------------------------------------------------------------------
B-1
All expenses including, but not limited to, commercial travel, lodging and per
diem will be invoiced for training beyond DAVOX(R) course #103PL or equivalent.
GSSC will also invoice at the prevailing T&M rates any and all overtime and
travel hours incurred outside the Monday- Friday, 8:30 AM - 5:30 PM work week
during or for the training period.
Training requests from DAVOX(R) for courses and curriculums not provided by
DAVOX(R) or GSSC, and that require an outside provider will be invoiced to
DAVOX(R) at cost, plus associated administrative fees. Furthermore, GSSC will
invoice at the prevailing T&M rates any and all overtime and travel hours
incurred outside the Monday - Friday, 8:30-5:30 work week for courses taken per
DAVOX(R)'s request and delivered from an outside provider.
GSSC and DAVOX(R) will mutually develop and agree to an implementation schedule
in order to facilitate any requests for advanced training in a particular city
(s).
5. From time to time and at DAVOX(R)'s sole discretion, DAVOX(R) may make
available training in the field by way of documentation, videotape, local
seminars etc. to update GSSC's personnel on new Products or enhancements. Such
additional field training classes shall be made available at no additional cost
to GSSC. Written notice will be provided to GSSC as to the time and location of
such training.
CALL/TROUBLE TICKET TRACKING
Call problem/resolution information, based on Customer help calls to DAVOX(R)
and on information contained in the Field Service Reports provided by GSSC to
DAVOX(R), will be maintained by the WSC. All Work Orders, RA's, call logs, etc.
are logged with reports generated through DAVOX(R)'s database.
DOCUMENTATION
All DAVOX(R) documentation (i.e. Engineering notes, FCOs, Installation Guides,
Service Manuals, Diagnostic Manuals, Media and Illustrated Parts Catalogs for
Products) and technical information (the "Documentation") resides on the
DAVOX(R) intranet (the "Web") and is under the control of the DAVOX(R)
Documentation Department. Each time a Document is added, changed, or deleted
from the Web, a broadcast electronic mail message is sent throughout DAVOX(R) as
notification of such addition, change, or deletion. All Documentation required
by GSSC to fulfill its obligations under this agreement will be provided by
DAVOX(R), either electronically or in hard copy format at no cost to GSSC. It is
DAVOX(R)'s responsibility to provide written notice to GSSC of DAVOX(R)'s Web
address and written notice of any changes to that address.
GSSC may copy the Documentation, in its entirety, subject to the proper
inclusion of any and all copyright and proprietary notices appearing in or on
the original Documentation as provided by DAVOX(R), but only for use with the
Systems as may be reasonably necessary for GSSC to fulfill its obligations
hereunder. All copies of such Documentation, whether provided by DAVOX(R) or
otherwise, including, without limitation, translations, compilations, or partial
copies, are and shall remain the sole property of DAVOX(R) and may not be used
or disclosed except as permitted by this Agreement.
ESCALATION
GSSC understands the need to establish the lines of communication and identify
the responsible personnel and/or departments to resolve customer problems. As
mutually agreed to, GSSC will adhere to the current DAVOX(R) Service Call
Escalation Schedule during any and all applicable GSSC Service to be provided
hereunder.
--END--
--------------------------------------------------------------------------------
B-2
EXHIBIT C
SCHEDULE OF INSTALLATION, UPGRADE and MOVE, ADD, CHANGE (MAC)
SERVICES
GSSC will, upon request from DAVOX(R), provide installation, Upgrade, and "Move,
Add, Change" (MAC) services as directed.
1. Installation Services (Phase I)
1.1. Installation services are offered per the rate schedule found in
Exhibit D (Item B2) Rates.
1.2. GSSC will provide Unison System installation services in accordance
and as defined by the DAVOX(R) Physical Layer training curriculum
(course #103PL or equivalent) found in Exhibit K, Training
---------
Curriculums. GSSC and DAVOX(R) have mutually developed and agreed to
verify operability, hardware functionality and connectivity through
system diagnostics and mutually developed and agreed to procedures and
processes defined by the Unison Physical Layer Installation Checklist,
Exhibit M.
---------
1.3. Installation Service consists of: unboxing and validation of all
Unison System Hardware as recorded on the DAVOX(R) "Pick Slip" which
accompanies the shipment to the Customer site, the installation of
such System Hardware, as well as System options and peripheral System
devices as shipped with the System.
1.4. Requests for installation will be provided by DAVOX(R) per dispatch
procedures specified in Exhibit J attached hereto, as well as by
---------
DAVOX(R) notification by voice and/or electronic hardcopy to the GSSC
installation coordinator. Request for an installation activity will be
provided to the GSSC identified Installation Coordinator no less than
30 days prior to the scheduled install activity DAVOX(R)'s request
will include; schedule date, Customer name, installation address,
overview of activity and the responsible DAVOX(R) System Integration
Manager (SIM) name and phone.
1.5. GSSC will coordinate the labor resource required and direct the
contact between GSSC and the SIM. The SIM will forward to the GSSC
assigned Installation Service Engineer the DAVOX(R) Site Preparation
Questionnaire and the site specific Unison System Configuration Layout
as found in sample Exhibit P attached hereto and incorporated
--------------------------------
herein by reference, prior to an installation. It is also agreed
-------------------
that any and all information pertaining to a Unison installation
(i.e.: IP addresses), to the extent that this information will assist
in the successful integration of a Unison System, will be forwarded to
the GSSC assigned Installation Service Engineer prior to an
installation.
1.6. GSSC will, upon completion of an installation, forward to the SIM an
executed copy of the Unison Physical Layer Installation Checklist, a
sample of which is marked as Exhibit M attached hereto and
-----------------------------
incorporated herein by reference.
--------------------------------
1.7. GSSC and DAVOX(R) agree to develop and augment installation processes
and procedures in accordance with their standard business practices
via written request, statements of work, and through formal contract
amendment as required.
-------------------------------------------------------------------------------
C-1
1.8. GSSC will not be responsible for local utility or in-house
communication wiring. Sites must be properly prepared to receive
equipment including, but not limited to, proper furniture, A/C utility
electric, communication/LAN cabling and be in accordance with local
safety and building codes.
In the event of any delays caused by Customer failure to provide such
proper environment or access, GSSC will escalate such delays to
DAVOX(R). GSSC and DAVOX(R) will determine an appropriate and mutually
agreeable approach to resolve such Customer delays or reschedules as
they arise.
Provided GSSC has given DAVOX(R) notice of such conditions and/or
delays, as well as the need for a return trip to the Customer site
together with the additional costs to be incurred, and DAVOX(R) has
received approval from the Customer, GSSC shall have the right to
invoice for return trips to a site not properly prepared, provided
such conditions prevent and/or adversely and materially impact the
successful installation of Hardware or Software. GSSC also reserves
the right to charge additional fees if DAVOX(R) requests GSSC to
correct deficiencies related to site preparedness.
1.9 DAVOX(R) recommends that all GSSC implementation engineers have a Lap
Top PC that has, at a minimum, communication ability (modem) with the
following software installed thereon; MS Office (Word & Excel), MS
Project, and Visio Standard (5.0) or compatible software.
1.10 DAVOX(R) will provide GSSC with a written Installation Evaluation
Report, in a form similar to that which marked as Exhibit O attached
---------
hereto and incorporated herein by reference, for each incident where a
GSSC engineer performs a DAVOX(R) Installation or a major hardware
upgrade.
2. Removal Service
2.1. Removal Service consists of:
Shutting off the electric current to the System by removing its
connection to the power source and removing its connection with all
data and communication networks ("Disconnecting the Product"); and
Making the Product ready for shipment, including securing cables and
movable or removable panels and subassemblies.
GSSC will not be responsible for the physical relocation of
equipment(s) or the materials necessary to prepare equipment for
shipment (tape, boxes etc,) unless requested by DAVOX(R) in writing to
provide such materials and reimbursed by DAVOX(R).
3. Upgrade Services
3.1. Upgrade Services are offered per the Rate Schedule found in Exhibit D.
---------
Upgrade services may consist of Hardware System(s) and/or components
thereof and/or Software revisions and/or patches and/or as otherwise
directed by DAVOX(R) ("Upgrade Event").
Upgrade Event(s) will be dispatched in accordance with the dispatch
processes and procedures specified in Exhibit J attached hereto and
---------
incorporated herein by reference, unless otherwise agreed to in
writing by the parties.
------------------------------------------------------------------------------
C-2
Notification of an upgrade activity will be provided to GSSC in
writing no less than 14 days prior to the scheduled upgrade activity.
Notification will include but not be limited to; schedule date,
customer name, address and overview of activity.
3.2. GSSC and DAVOX(R) agree that from time to time special projects or
major upgrade undertakings may arise and may require special
consideration. GSSC and DAVOX(R) agree to develop implementation
programs to the mutual satisfaction of both parties and to develop and
execute formal amendments to this Agreement as required.
3.3. DAVOX(R) will provide all necessary software and associated hardware
as, in its sole discretion, it deems necessary to complete an Upgrade
of a particular Customer's Unison Call Center (the "Call Center") in
accordance with DAVOX(R)'s Upgrade requirements. Upgrade Kits, where
applicable, will be configured and shipped to the applicable Customer
site by DAVOX(R).
3.4. Where applicable DAVOX(R) will determine the site-specific
hardware/software requirements necessary to establish a site-specific
system profile via a system dial-in audit script that determines the
existing Sun Solaris and DAVOX(R) Unison software release(s) and
system configuration. Upon determination of the system profile,
DAVOX(R) will provide GSSC with a site-specific report ("System
Template"). The System Template shall be included in the Upgrade Kit
to be delivered to the applicable Customer site or, as may be deemed
necessary, sent directly to GSSC by DAVOX(R).
3.5. In the event of any delays caused by Customer's failure to provide
such proper environment or access, GSSC will escalate such delays to
DAVOX(R). GSSC and DAVOX(R) will determine an appropriate and mutually
agreeable approach to resolve such Customer delays or reschedules as
they arise.
3.6. Year 2000 Date Change (Millennium Software Readiness) Upgrades
This Statement of Work sets forth the agreement of the Parties as
related to the software/hardware upgrade activity required to comply
with DAVOX(R)'s Year 2000 Date Change ("Y2K") readiness requirements
for DAVOX(R)'s Unison and In/Unison family of product(s).
A. Scope
(1) Each SUN Sparc and SUN Ultra computer system installed in
DAVOX(R)'s Customers' Unison Call Center environment(s) will be
required to be upgraded in order to accommodate the DAVOX(R)
Year 2000 Date Change (the "Upgrade"). DAVOX(R) has estimated
that this requirement currently represents approximately 170 SUN
Ultra 3.X and 310 SUN Sparc 2.X systems.
(2) Each Upgrade will require an estimated 12-16 hours per SUN Sparc
2.X system and 2-4 hours per SUN Ultra 3.X systems.
(3) A standard Upgrade will consist of:
. SUN Solaris 2.3 with Y2K software patches
. DAVOX(R) Unison software 2.3.0 with Y2K patches
------------------------------------------------------------------------------
C-3
. An initial `disk dump' backup before the start of an Upgrade;
and
. A full system back-up upon successful completion of an
Upgrade.
. SUN Ultra 3.X systems will also require a Sybase Y2K patch.
. Upgrade components, if any, for the SUN Sparc 10's and SUN
Classics will be determined by DAVOX(R) on or before
September 1, 1998.
All Upgrades will be completed by GSSC within a 10 month window beginning
September 1, 1998 and running through June 30, 1999.
The parties have agreed that 40-50% of all Upgrades are expected to be
accomplished outside the Principle Period of Maintenance as defined in the
Agreement.
GSSC is currently providing 4-5 non-Y2K software upgrades per week in addition
to its standard DAVOX(R) Product service delivery activities (remedial,
installation and MAC events). GSSC will provide sufficient resources to
accomplish at least 7 additional Upgrades for an expected total of 11-12
software upgrades per week.
B. Software/Hardware Upgrade Components
(1) DAVOX(R) will provide all necessary software and associated hardware
as, in its sole discretion, it deems necessary to complete the Upgrade
of a particular Customer's Unison Call Center (the "Call Center") in
accordance with DAVOX(R)'s Y2K Upgrade requirements ("Upgrade Kits").
Upgrade Kits will include, but may not be limited to, the following
items for all DAVOX(R) components within a Call Center requiring the
Upgrade:
. DAVOX(R), Sun, & Sybase software patches
. Incremental software revisions.
. Hardware essential to software loading, back-up, and installation.
. Site-specific system profile/template
(2) Upgrade Kits will be configured and shipped to the applicable Customer
site by DAVOX(R).
(3) DAVOX(R) shall have the option to have GSSC maintain, configure,
ship/receive, coordinate and control the Upgrade Kits within the Y2K
program. If and when mutually agreed to by both parties, GSSC and
DAVOX(R) will develop and implement the procedures and processes
necessary to transition the Upgrade Kit responsibilities to GSSC
C. Y2K System Configurations.
DAVOX(R) will determine the site-specific hardware/software requirements
necessary to establish a site-specific system profile and to facilitate an
Upgrade via a system dial-in audit script that determines the existing Sun
Solaris and DAVOX(R) Unison software release(s) and system configuration.
Upon determination of the system profile, DAVOX(R) will provide GSSC with a
site-specific report ("System Template"). The System Template shall be
included in
------------------------------------------------------------------------------
C-4
the Upgrade Kit to be delivered to the applicable Customer site or, as may
be deemed necessary, sent directly to GSSC by DAVOX(R).
D. Y2K Notification/Scheduling
(1) Unless otherwise specified below, notification and scheduling of
Upgrade services will be conducted in accordance with the processes
set forth in the Agreement.
(2) DAVOX(R) will use its reasonable efforts to provide the named GSSC
Upgrade Coordinator with not less than 5 business days' advance
written/electronic notice of a need for Y2K Upgrade services. GSSC
will provide it's reasonable efforts to facilitate an Upgrade request
received within less than such 5 days notification. In the event that
less than such 5 day notice is provided and GSSC is otherwise unable
to complete the requested Upgrade, DAVOX(R) will have the option to
reschedule a previously scheduled upgrade (Y2K Upgrade or otherwise)
in order that GSSC may make the necessary resources available to
facilitate such Upgrade.
(3) In the event of any delays caused by Customer failure to provide such
proper environment or access, GSSC Y2K Coordinator will escalate such
delays to the named DAVOX(R) Y2K Coordinator. The GSSC Y2K
Coordinator, and/or his/her manager, and the DAVOX(R) Y2K Coordinator
will determine an appropriate and mutually agreeable approach to
resolve such Customer delays or reschedules as they arise.
E. Y2K Training
1) DAVOX(R) will provide to GSSC one (1) Y2K Upgrade training class for
up to twelve (12) GSSC employees (including trainers) at DAVOX(R)'s
Westford, MA headquarters at no additional charge to GSSC. It is
agreed by the Parties that existing GSSC personnel who are experienced
in DAVOX(R)'s other, non-Y2K upgrade processes and procedures will not
be required to attend training unless the parties shall, mutually and
on a case by case basis, agree otherwise.
2) DAVOX(R) will provide the trainer(s) and all classroom materials and
laboratory equipment as DAVOX(R) deems necessary and appropriate for
the above referenced training class. GSSC shall be solely responsible
for all costs and expenses related to its employees' attendance at
such training class including, but not limited to, travel,
accommodations, subsistence and, as applicable, compensation for time.
DAVOX(R) will have no obligation to reimburse GSSC for any such
additional costs or expenses, nor for the trainee's time spent
preparing for, travelling to or from, or in training.
3) Any future classroom training which GSSC may deem to be necessary for
new Upgrade technicians will be provided by GSSC trainers to GSSC
staff. Should such training be required, GSSC shall provide DAVOX(R)
with not less than thirty (30) days prior written notice of the
scheduled training date & site, trainer's name, name and date of hire
of the applicable trainees, and specific material to be covered.
Subject to timely receipt of such notification, DAVOX(R) will provide,
at no additional cost to GSSC, sufficient numbers and quantities of
hardware, software and documentation as DAVOX(R) deems reasonably
appropriate. DAVOX(R) will reimburse GSSC for the Trainer's time at
the rate of $95.00/hr (prorated for partial hours). DAVOX(R) will have
no obligation to reimburse GSSC for the trainee's time spent preparing
for, travelling to or from, or in training. Further,
------------------------------------------------------------------------------
C-5
DAVOX(R) reserves the right to audit such additional training classes
and GSSC agrees to cooperate with DAVOX(R) in the event of DAVOX(R)
should reasonably request any modifications to a specific class or
generally to the GSSC Upgrade training program.
F. Y2K Documentation
(1) DAVOX(R) will provide GSSC implementation documentation as deemed
reasonably necessary by DAVOX(R) for the successful completion of
Upgrades. Documentation will include, but may not be limited to:
. SUN and Unison Upgrade procedures
. Site documentation with regard to system configuration (to be
included in Upgrade Kits)
. Contact(s), phone #, address
. Site hardware/software audit forms (optional).
. DAVOX(R) may, at DAVOX(R)'s sole discretion, elect to include any
additional materials, information, and/or site-specific requests,
material, documents, or otherwise as DAVOX(R) shall deem necessary
or appropriate for the specific situation. DAVOX(R) and GSSC will
mutually develop and/or agree to such additional material prior to
applicable implementation.
(2) Unless otherwise specified or agreed between the parties, the
documentation will be forwarded to GSSC prior to the applicable
Upgrade request to the extent that GSSC's prior review of such
documentation will assist in effective and efficient Upgrade
completion.
(3) GSSC will, promptly upon Upgrade completion, provide to DAVOX(R) a
Customer signed copy of a GSSC field service report (the "FSR")
acknowledging GSSC's work as performed on site. If a Customer is
unavailable, fails, or refuses to sign the FSR, GSSC will forward such
unsigned FSR to the attention of the DAVOX(R) Upgrade Coordinator with
a full explanation of the related circumstances.
G. Technical Support
(1) DAVOX(R) will make available such technical support resources as
reasonably required by GSSC field service personnel engaged in Upgrade
activities.
(2) DAVOX(R) will, on or before September 1, 1998, provide to GSSC the
necessary GSSC procedure(s) required for GSSC's field service
personnel to obtain such Upgrade related technical support. These
procedures will include, directly or indirectly, and will not
necessarily be limited to dial-in access numbers, support response
times, resources necessary to support the potential volume of
activity, and an awareness that technical support coverage is to be
requested and/or provided in such a manner as to limit a potential
Upgrade delay due to a such technical support.
------------------------------------------------------------------------------
C-6
H. Upgrade Pricing
(1) Unless otherwise specified below, fee schedules, invoicing
requirements and payment terms applicable to Upgrade services will be
in accordance with the corresponding and applicable terms set forth in
the Agreement.
(2) GSSC will invoice DAVOX(R) at a rate of:
. [CONFIDENTIAL TREATMENT REQUESTED]/*/ per hour for Upgrade
activity performed during the Principle Period of Maintenance
(PPM, Mon-Fri 8am-5pm), including travel time;
. [CONFIDENTIAL TREATMENT REQUESTED]/*/ per hour for Upgrade
activity performed Outside the Principle Period of Maintenance
(OPPM, Mon-Fri, 5pm-8am and Sat. 24 hrs), including travel time;
and
. [CONFIDENTIAL TREATMENT REQUESTED]/*/ per hour for Upgrade
activity performed on Sundays and Holidays, including travel
time.
--END--
------------------------------------------------------------------------------
/*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
C-7
EXHIBIT D
SCHEDULE OF PRODUCTS, SERVICE CITIES, MAINTENANCE SERVICE AND
APPLICABLE RATES
A. Periods Of Maintenance
1. Period of Principal Maintenance ("PPM") - is defined as nine (9)
---------------------------------------
consecutive hours per day of maintenance support, Monday - Friday,
excluding New Year's Day, the Fourth of July, and Christmas Day
("Holidays"). The PPM will be contained within the time period from
8:30 AM to 5:30 PM.
PPM pricing shall be component-based charges calculated on a monthly
basis as specified in Exhibit D-1 attached hereto and incorporated
herein by reference ("Basic Monthly Maintenance Charge" or "BMMC")
2. Periods of Extended Maintenance ("PEM") - is defined as consecutive
---------------------------------------
hours per day, excluding Holidays, that are added to the initial nine
(9) hours PPM to provide the Customer with more than nine (9) hours
per day of remedial maintenance coverage. PEM must immediately follow
the PPM so as to result in continuous hours of coverage. Contracted
maintenance support that includes weekend coverage is also be included
in the calculation of PEM.
PEM availability and applicable charges therefor are specified in
Exhibit D-2 attached hereto and incorporated herein by reference.
DAVOX(R) will be charged a surcharge to the BMMC ("Uplifts") for PEM
services as specified in Exhibit D-2 attached.
3. Contracted Period of Maintenance ("CPM") - may be a combination of,
----------------------------------------
but in all events shall be contained within either, PPM and PEM, and
shall be specified on the applicable Customer site-specific Work
Authorization Form.
DAVOX(R) will be charged a surcharge to the applicable CPM BMMC
("Uplifts for Expanded Zone Coverage") upon the following schedule:
-------------------------------------------------------------------------
UPLIFT MILES
(for Expanded Zone Coverage)
-------------------------------------------------------------------------
No additional charge 0 - 50
-------------------------------------------------------------------------
15% 51-100
-------------------------------------------------------------------------
Reimbursement of actually incurred reasonable Over 100
expenses, plus half the reasonable travel
hours devoted to a specific service call.
-------------------------------------------------------------------------
4. Standard Time and Material ("T&M") - is defined as services provided
----------------------------------
but not covered by contractual obligation. All GSSC travel and on-site
hours, any and all materials reasonably provided and any and all
directly related, reasonably incurred expenses are
--------------------------------------------------------------------------------
D-1
directly reimbursable by DAVOX(R). GSSC shall use its best efforts
to respond and perform the agreed upon services. A minimum 2 hour
portal-to-portal charge shall apply.
Charges for T&M services shall be as specified in Section B(4) below.
5. Contracted Time and Material ("CT&M") - is defined as mutually agreed
-------------------------------------
to Service(s) and response time(s) and mutually agreed to event
notification and coordination criteria. In all such events, CT&M
projects will be documented by written amendment to this Agreement
unless expressly denoted by this Agreement, and executed by an
authorized representative of each party.
6. Mandatory Response Time and Material - is defined as time and material
------------------------------------
activity outside Standard time and material, Scheduled time and
material and/or Contracted time and material parameters. All travel
and site hours, any and all materials provided and any and all
expenses incurred are directly reimbursed and a minimum of 2 hours
apply. Mandatory Response T&M may be facilitated from any GSSC
location whereby resources may be available. Where DAVOX(R)
requests Mandatory response to a service activity GSSC will use its
best efforts to comply. Where GSSC meets an on-site response within 4
hours and site is less than 100 miles from the GSSC service city GSSC
will be entitled to the full Mandatory T&M Rate. If GSSC responds
outside the 4 hour response window and the site is less than 100 miles
from the GSSC Service city than the Standard T&M rates shall apply.
Where GSSC meets an on-site response within 8 hours and the site is
greater than 100 miles from the GSSC service city GSSC will be
entitled to the full Mandatory T&M Rate. If GSSC responds outside the
8 hour response window and the site is greater than 100 miles from the
GSSC Service city than the Standard T&M rates shall apply.
B. GSSC'S Service Rates
1. PPM pricing is specified in attached Exhibit D-1.
2. PEM pricing is specified in attached Exhibit D-2.
3. CPM pricing shall be a combination of PPM & PEM pricing and as
specified in paragraph 3 above.
4. Standard T&M pricing
-----------
i. Minimum charge = 2 hr. minimum charge
ii. Calculation = measured round trip travel time to/from GSSC
Service Location to Customer site ("Portal to Portal") +
on-site service time + reasonable and actual related
expenses.)
iii. Rates: $[CONFIDENTIAL TREATMENT REQUESTED]/*/hour Mon-Sat,
0830 hours - 1730 hours
$[CONFIDENTIAL TREATMENT REQUESTED]/*/hour Mon-Sat,
1731 hours - 0829 hours
$[CONFIDENTIAL TREATMENT REQUESTED]/*/hour Sundays and
Holidays
$[CONFIDENTIAL TREATMENT REQUESTED]/*/Mile
--------------------------------------------------------------------------------
/*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
D-2
5. Contracted T&M pricing (Unless otherwise stated by Amendment or
Agreement)
Calculation =
. If Portal to Portal less than 100 miles = 2 hour minimum
charge + on-site service time + reasonable and actual
related expenses
. If Portal to Portal greater than 100 miles = measured 1-way
travel time to/from GSSC Service Location to Customer site +
on-site service time + reasonable and actual related
expenses.
ii. Rates:
. Upgrades, Moves, Adds and Changes
$[CONFIDENTIAL TREATMENT REQUESTED]/*//hour Mon-Sat, 0830
hours - 1730 hours
$[CONFIDENTIAL TREATMENT REQUESTED]/*//hour Mon-Sat, 1731
hours - 0829 hours
$[CONFIDENTIAL TREATMENT REQUESTED]/*//hour Sundays and
Holidays
$[CONFIDENTIAL TREATMENT REQUESTED]/*//Mile
. 6. Installation Pricing (Phase I)
. $[CONFIDENTIAL TREATMENT REQUESTED]/*//hour, Mon-Sun, including
Holidays . 1 Way Travel Hours
. $[CONFIDENTIAL TREATMENT REQUESTED]/*//Mile
Mandatory T&M
$[CONFIDENTIAL TREATMENT REQUESTED]/*//Hr, Mon-Sun, Including Holidays
Calculation =
. If Portal to Portal less than 100 miles = 2 hour minimum charge +
on-site service time + reasonable and actual related expenses and
on site response is within 4 hours
. If Portal to Portal greater than 100 miles = measured 1-way travel
time to/from GSSC Service Location to Customer site + on-site
service time + reasonable and actual related expenses and on-site
response is within 8 hours.
6. CONSIGNED INVENTORY MANAGEMENT AND DELIVERY (Exhibit E, Spare Parts)
$[CONFIDENTIAL TREATMENT REQUESTED]/*//Month (not to exceed
$[CONFIDENTIAL TREATMENT REQUESTED]/*//annum)
DAVOX(R) reserves the right to review and renegotiate these fees based
upon the anticipated cost savings resulting from CAS and CRS attrition
and its impact on storage space and shipment activity.
7. ON-SITE and DEDICATED STAFF
. Dedicated On-Site Engineer
--------------------------------------------------------------------------------
/*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
D-3
$[CONFIDENTIAL TREATMENT REQUESTED]/*/ per annum
Overtime will be billed per the Standard T&M rates above
Baseline skill level per DAVOX(R) course #103PL
. Dedicated Labor Resource
$[CONFIDENTIAL TREATMENT REQUESTED]/*/ Annual
Overtime will be billed per the Standard T&M rates above
Baseline Skill Level per DAVOX(R) course #'s 100UO,
101UST, 102UA and 103PL
8. Invoices: Where practical, GSSC will provide DAVOX(R) with valid
invoices within 30 days following Services performed by GSSC. DAVOX(R)
will pay such valid invoices 30 days from its receipt of same.
In no event shall DAVOX(R) be responsible for paying any invoice
received by it more than sixty (60) days after the performance of the
applicable Services unless
. such late invoice is accompanied by a written explanation of the
delay;
. such explanation is signed by the respective GSSC Region Manager; and
. such explanation is reasonably acceptable to DAVOX(R).
9. Tools
As a minimum, GSSC field engineers will be provided a "Lap Top" personal
Computer or equivalent computing device configured with no less than
modem and MS Office (Word and Excel) at no charge to DAVOX(R).
Additional software or specific hardware, requested or required by
DAVOX(R), will be invoiced to DAVOX(R) at cost, plus associated
administration fee's.
--- END ---
--------------------------------------------------------------------------------
/*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
D-4
EXHIBIT D-1
CAS (Collection Agency Systems)
MFG MODEL DESCRIPTION BMMC REF MAC
DVX CAS 50 Auto Dialer $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (1) T&M
DVX CAS 500 Auto Dialer $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (1) T&M
DVX CAS 1000 Auto Dialer $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (1) T&M
DVX CAS 2000 Auto Dialer $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (1) T&M
DVX DN04-01 Net CRS Intrfce Adaptr $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (1) T&M
DVX CL04-01 Expansion Controller $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (1) T&M
DVX CL06-XX Master Controller $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (1) T&M
DVX CL08-XX Synchronous Expnsn Contrllr $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (1) T&M
DVX CL09-01 Asynchronous Controller $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (1) T&M
DVX DN01-01 Net Cntrllr Intrfce Adpter $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (1) T&M
DVX CRS Comm Resrce Srvr (8 port) $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (1) T&M
DVX CRS Comm Resrce Srvr (16 port) $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (1) T&M
SUN Various SPARCstation II $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
SUN Various SPARCstation IPC $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Wyse Datamanager PC 20MB & 80MB $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (2) T&M
AST Datamanager PC 80MB & 150MB $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (2) T&M
Genicom 3210 Printer $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Genicom 3410 Printer $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Okidata Printer $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
HP Paintjet Printer $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
GNP Comm Intrfce 8&16 Port Term Intrfce $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (3) T&M
Logicraft ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇&▇▇ ▇▇▇▇ $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Sony Optical Drive $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Pinnacle Micro Optical Drive $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Chase IOLAN Term Serv 8&16 Port $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Exabyte 8MM Ext. Tape Sub-System $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
________________________________________________________________________________
/*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Exhibit D-1
Exhibit D-1 (pg.2)
UNISON (Call Center Systems)
MFG MODEL DESCRIPTION BMMC REF MAC
SUN Various Ultra 60 $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (5) (6) T&M
SUN Various Ultra 5 $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (5) (6) T&M
SUN Various Ultra II $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (5) (6) T&M
SUN Various Ultra I $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (5) (6) T&M
SUN Various SPARCstation 20 $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
SUN Various SPARCstation 5 $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
SUN Various SPARCstation 10 $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
SUN Various SPARCclassic $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Various Various 4.0GB Ext. Hard Drive N/C (4) T&M
Various Various 1.05GB Ext Hard Drive $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (4) T&M
Various Various 2.1GB Ext Hard Drive $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (4) T&M
SUN X1062A SCSI S-Bus Diff N/C T&M
SUN X1018A S-Bus SUNswift 100MB N/C T&M
SUN X1014A Token Ring PCB N/C T&M
DAVOX(R) DCS DIALER $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ (1) T&M
INTEL PCEM72144F Modem $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
US Robotics 14.4kb & 28.8kb Modem $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
GENICOM 3410 Printer $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
DEC LA-424 Printer $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
DEC LA-400 Printer $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
HP 550/560 Printer $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
HP 660C Printer $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
HP 694 Printer $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
HP 682C Printer $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
HP 693C Color Deskjet Printer $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
SUN CPRN-360 NEWSprinter CL+ $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Bay Networks FE516 100 Base T Hub $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Bay Networks CY2012001 30T E-Net Converter $ [CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
________________________________________________________________________________
/*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Exhibit D-1
Exhibit D-1 (pg.3)
UNISON (Call Center Systems) CON'T
MFG MODEL DESCRIPTION BMMC REF MAC
Digi Milan MIL5008H 100 Base TX Hub $[CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Technologies
Digi Milan MIL4000H 10 Base T Hub $[CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Technologies
Syquest Syjet 1.5E Optical Drive $[CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
SONY RM-S350 Optical Drive $[CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Pinnacle Micro PMO-130 Optical Drive $[CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Iomega 1GB Outsider Jazz Drive $[CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
AST 386 Personal Computer $[CONFIDENTIAL TREATMENT REQUESTED]/*/ (2) T&M
AST 486 Personal Computer $[CONFIDENTIAL TREATMENT REQUESTED]/*/ (2) T&M
Dell Computer TWR 220-1906 Personal Computer $[CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Logicraft RCS Personal Computer $[CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
GNP Comm Interface $[CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Chase Iolan Terminal Server $[CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
SUN X6202A, X843A, 170 8MM Ext. Tape Sub-Sys $[CONFIDENTIAL TREATMENT REQUESTED]/*/ (4) T&M
Mammoth
SUN X6230A 8MM Ext. Tape Sub-Sys N/C (4) T&M
Cisco 2513 E-Net/Token Dual Router $[CONFIDENTIAL TREATMENT REQUESTED]/*/ T&M
Storage Superflex 5000 Disk Array N/C (1) T&M
Dimensions
(1) Spares provided by DAVOX(R)
(2) Assumes standard configuration consisting of internal hard drive, floppy
drive, external color monitor.
(3) No Longer Manufactured or Supported By OEM, Serviced through existing
availability of parts/spares
(4) Included with Ultra Systems
(5) Quantitative Sparing, Local, District, Regional and National Sparing
provided per install base and geographical distribution.
(6) BMMC may vary with Model/Type
________________________________________________________________________________
/*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Exhibit ▇-▇
▇▇▇▇▇▇▇ ▇ - ▇
▇▇▇▇▇(▇) Extended Coverage (Periods of Extended Maintenance)
------------------------------------------------------------------------------------------------------------------------------
Coverage 7X24 6X16
------------------------------------------------------------------------------------------------------------------------------
Response 2hr 4hr 8hr Bst efrt 2hr 4hr 8hr
------------------------------------------------------------------------------------------------------------------------------
Mileage 0-35 0-50 51-100 100+ 0-35 0-50 51-500
------------------------------------------------------------------------------------------------------------------------------
Price: ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
------------------------------------------------------------------------------------------------------------------------------
Uplift /*/ /*/ /*/ Exp+.5 trvl /*/ /*/ /*/
------------------------------------------------------------------------------------------------------------------------------
Retainer/City/Mnth $ /*/ $ /*/ $ /*/ $ /*/ $ /*/ $ /*/ $ /*/
------------------------------------------------------------------------------------------------------------------------------
SERVICE CITIES
------------------------------------------------------------------------------------------------------------------------------
PC CITY/STATE
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇
------------------------------------------------------------------------------------------------------------------------------
1106 Buffalo NY
------------------------------------------------------------------------------------------------------------------------------
1108 Toronto CN
------------------------------------------------------------------------------------------------------------------------------
1202 Long is NY
------------------------------------------------------------------------------------------------------------------------------
1205 NYC NY
------------------------------------------------------------------------------------------------------------------------------
1206 Fairfld NJ
------------------------------------------------------------------------------------------------------------------------------
2101 Wash DC/Rock
------------------------------------------------------------------------------------------------------------------------------
2103 Rchmnd VA
------------------------------------------------------------------------------------------------------------------------------
2105 Phil PA
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ X X X X X X X
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇
------------------------------------------------------------------------------------------------------------------------------
2208 Orlando FL
------------------------------------------------------------------------------------------------------------------------------
2210 Huntsville AL
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇
------------------------------------------------------------------------------------------------------------------------------
3101 Pitts PA
------------------------------------------------------------------------------------------------------------------------------
3102 Cincin OH
------------------------------------------------------------------------------------------------------------------------------
3103 Detroit MI
------------------------------------------------------------------------------------------------------------------------------
3105 Louisvill KY
------------------------------------------------------------------------------------------------------------------------------
3106 Clevlind OH
------------------------------------------------------------------------------------------------------------------------------
3109 Columbus OH
------------------------------------------------------------------------------------------------------------------------------
3112 Indianap IN
------------------------------------------------------------------------------------------------------------------------------
3113 Kan Cty KS
------------------------------------------------------------------------------------------------------------------------------
3201 Minneapolis MN
------------------------------------------------------------------------------------------------------------------------------
3201 Chicago IL X X X X X X X
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇ X X X X X X X
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ X X X X X X X
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ X X X X X X X
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ X X X X X X X
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ X X X X X X X
------------------------------------------------------------------------------------------------------------------------------
3305 Denver CO X X X X X X X
------------------------------------------------------------------------------------------------------------------------------
3307 Ponca City OK
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
------------------------------------------------------------------------------------------------------------------------------
5102 Salt Lake City UT
------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ X X X X X X X
------------------------------------------------------------------------------------------------------------------------------
5106 Los Angeles CA
------------------------------------------------------------------------------------------------------------------------------
5107 San Diego CA
------------------------------------------------------------------------------------------------------------------------------
5109 Phoenix AZ
------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Coverage 5X16
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Response BST EFRT 2HR 4HR 8HR BST EFRT
---------------------------------------------------------------------------------------------------------------
Mileage 100+ 0-35 0-50 51-100 100+
---------------------------------------------------------------------------------------------------------------
Price: Base Var Var Var Var Var
---------------------------------------------------------------------------------------------------------------
Uplift Exp+.5 trvl /*/ /*/ /*/ Exp+.5 trvl
---------------------------------------------------------------------------------------------------------------
Retainer/City/Mnth $ /*/ $ /*/ $/*/ $ /*/ $ /*/
---------------------------------------------------------------------------------------------------------------
SERVICE CITIES
---------------------------------------------------------------------------------------------------------------
PC CITY/STATE
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇
---------------------------------------------------------------------------------------------------------------
1106 Buffalo NY
---------------------------------------------------------------------------------------------------------------
1108 Toronto CN
---------------------------------------------------------------------------------------------------------------
1202 Long is NY
---------------------------------------------------------------------------------------------------------------
1205 NYC NY
---------------------------------------------------------------------------------------------------------------
1206 Fairfld NJ
---------------------------------------------------------------------------------------------------------------
2101 Wash DC/Rock
---------------------------------------------------------------------------------------------------------------
2103 Rchmnd VA
---------------------------------------------------------------------------------------------------------------
2105 Phil PA
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ X X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇ X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇ X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ X X X X
---------------------------------------------------------------------------------------------------------------
3106 Clevlind OH X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ X X X X
---------------------------------------------------------------------------------------------------------------
3112 Indianap IN X X X X
---------------------------------------------------------------------------------------------------------------
3113 Kan Cty KS X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ X X X X
---------------------------------------------------------------------------------------------------------------
3201 Chicago IL X X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ ▇▇ X X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ X X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ X X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ X X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ X X X X X
---------------------------------------------------------------------------------------------------------------
3305 Denver CO X X X X X
---------------------------------------------------------------------------------------------------------------
3307 Ponca City OK X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ X X X X X
---------------------------------------------------------------------------------------------------------------
5106 Los Angeles CA X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ X X X X
---------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ X X X X
---------------------------------------------------------------------------------------------------------------
NOTE: 1. Service delivered 100+ miles from a GSSC service center will
receive travel hours one way.
2. Retainer pricing is monthly per service city. Wherein a service
city meets the retainer fee through the uplifted sum of all the
accounts in that particular service city, the retainer fee will
be waived. For example; If a service city is receiving a $450/mo
retainer fee and there are 18 accounts at a BMMC of @50 ea with
a $25 (10%16) uplift, GSSC will waive the retainer fee. (18 x
$25 = $450)
3. As an option, 6 x 16 coverage will be delivered from the closest
GSSC service city with that capability, as indicated above.
--------------------------------------------------------------------------------
/*/ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Exhibit D-2
EXHIBIT E
SCHEDULE OF CONSIGNED INVENTORY ("PARTS") SERVICES
1. DAVOX(R) shall furnish, on a consigned basis and in the quantities mutually
agreed upon by GSSC and DAVOX(R), all spare Hardware parts necessary for
the maintenance of DAVOX(R) proprietary Hardware in accordance with this
Agreement (the "Parts"). Quantity of Parts to be provided by DAVOX(R) shall
be determined based on mutual agreement and shall consider Customer
location, quantities of Customers within any given Service City service
area, quantity and mix of DAVOX(R) product required to service such
Customers, and actual usage experienced.
2. The Parts shall at all times be subject to DAVOX's(R) direction and
control. Upon termination of this Agreement, GSSC shall return all Parts
then remaining in its possession to DAVOX(R).
3. DAVOX(R) reserves the right to require GSSC to return for any reason any or
all Parts then in GSSC's possession. DAVOX(R) reserves the right to verify
the condition of any returned Parts through its own internal testing and
inspection procedures, within five (5) business days of receipt.
4. Any Part which has been damaged as a result of or due to GSSC's negligent
act shall be paid for by GSSC but such damaged Part shall be returned to
and shall become the property of DAVOX(R).
5. During the term of this Agreement, GSSC will provide the following Parts
services to DAVOX(R):
a. Maintain depots for stocking of Parts in select Service Cities and
GSSC's National Logistics Stocking Depot, located in Longmont, CO.
GSSC will keep records of the receipt, disbursement and use of such
Parts;
b. Maintain all Parts in its possession or control as separate and
distinct from any other parts belonging to any other party which may
be held at the same location.
c. Utilize at least the same care and procedures, which shall in no event
be less than reasonable care, in the safekeeping and record keeping of
DAVOX's(R) Parts as it uses in maintaining its own parts and inventory
records;
Conduct annual inventories, at GSSC's expense of the Parts and provide
DAVOX(R) with an inventory report immediately after its completion.
GSSC will have ninety (90) days to reconcile any inventory
discrepancies identified by DAVOX(R). GSSC's responsibility for
unreconciled inventory discrepancies will be subject to a 3% annual
industry standard shrinkage factor.
In the event any discrepancy is identified by DAVOX(R) and
unreconcilable by GSSC, GSSC shall reimburse DAVOX(R) for such missing
Parts at DAVOX's(R) then current commercial price for same. GSSC
agrees to permit, during its regular business hours and upon request
by DAVOX(R), an annual on-site audit of any of GSSC
--------------------------------------------------------------------------------
Exhibit E-1
location where Parts are stocked. DAVOX(R) may request additional
inventories to be taken and GSSC will comply at a mutually agreeable
time.
d. If DAVOX(R) does not notify GSSC of any discrepancies within sixty
(60) days of receipt of a reconciliation inventory report,
specifically identifying any discrepancies, such inventories will be
deemed to be conclusive and agreed to by DAVOX(R); GSSC will have no
further liability for any future discrepancies which may be identified
with respect to the specific inventory and levels referenced therein.
Procure and maintain sufficient inventory to support OEM Equipment and
comply with such Equipment manufacturer's requirements related
thereto.
e. Replenish and/or expand the inventory of Parts as mutually agreed to
by DAVOX(R) and GSSC.
f. Provide to DAVOX(R) Part Usage Reports and Material & Service
Measurements (the "Metrics") pursuant to Exhibit N and as mutually
agreed to by DAVOX(R) and GSSC.
g. Provide Parts control and management staff ("Logistics") Monday
through Friday 6AM to 6PM, Mountain Time, and pager availability of
standby Logistics personnel on all remaining days and times at GSSC's
National Logistics Stocking Depot located in Longmont, CO. to ensure
that DAVOX(R) has year-round access to the Parts 24 hrs/day, 7
days/week.
6. During the term of this Agreement and any extensions thereof, when DAVOX(R)
has been informed that Parts have been used to replace a faulty DAVOX(R)
proprietary component, board, subassembly, or assembly at a DAVOX(R)
Customer site, DAVOX(R) will express ship a replacement to GSSC at no cost
to GSSC. The replaced faulty part shall be shipped to DAVOX(R) at
DAVOX's(R) expense within ten (10) days of GSSC's receipt of the
replacement Part. GSSC will utilize this program to repair and/or replace
failed DAVOX(R) proprietary Hardware at no cost to GSSC. DAVOX(R) shall be
responsible for all costs related to shipping, handling, taxes, and in-
transit insurance.
7. Title in and to all Parts shall remain vested in DAVOX(R) until such Parts
are actually installed at a Customer site. Upon such installation, title to
such Part(s) shall automatically transfer to such Customer. Notwithstanding
the foregoing, GSSC shall be and shall remain responsible for the
safekeeping and handling of any Parts while such Parts are in its
possession or control. Title to any Hardware or component part thereof
which GSSC may replace with a Part shall vest in DAVOX(R) immediately upon
GSSC's removal of such Hardware or component part from the Customer's
System installation.
GSSC will not acquire nor be granted any right, title or interest in or to
any equipment or to any spare Parts which DAVOX(R) may supply unless GSSC
specifically purchases them. GSSC will bear the risk of all loss or damage
with respect to equipment and Parts in GSSC's possession.
8. Subject to GSSC's inventory maintenance obligations set forth above, in the
event that Parts supply commitments described in this Agreement are not
maintained by DAVOX(R) and it becomes necessary for GSSC to notify DAVOX(R)
that one or more Parts are required for an emergency, then DAVOX(R) will
take reasonably prompt action to ship the Parts required by GSSC, at
DAVOX's(R) expense, by the best method as determined by DAVOX(R) and to
such location as may be mutually agreed upon by DAVOX(R) and GSSC within 24
hours of receipt
--------------------------------------------------------------------------------
Exhibit E-2
of such notice from GSSC. In such event, the measurement of GSSC's response
time shall commence upon receipt of such emergency Parts at the location to
which the parties agreed the Parts would be delivered.
9. GSSC will not be obligated to respond to any service requests unless
sufficient Parts are available to the responding GSSC engineer either at
the GSSC Service City office location or at the Customer site provided,
however, that GSSC has notified DAVOX(R) of its requirements pursuant to
paragraphs 1 and 8 above and provided further that DAVOX(R) has failed to
respond accordingly.
10. The cost of repair, transportation and handling of Parts to and from
DAVOX(R) shall be paid by DAVOX(R). For non-proprietary OEM Equipment
parts, the cost of repair, transportation and handling will be at no cost
to DAVOX(R) and will be the responsibility of GSSC.
11. Within thirty (30) days of expiration or termination of this Agreement,
GSSC will provide DAVOX(R) with a final written reconciliation inventory,
together with the return shipment of remaining Parts and any other
materials, Hardware, Software, documentation, and any other DAVOX(R)
property then in GSSC's possession or control, to DAVOX(R) at DAVOX's(R)
expense. GSSC shall, however, be responsible for packing all such Parts and
other materials in such a manner so as to reasonably ensure their safety
and security during transit.
12. GSSC shall conduct all Hardware repairs contemplated hereunder in
accordance with the OEM Equipment manufacturer's recommended diagnostic
processes and procedures and troubleshooting guidelines. Where whole unit
system exchanges are requested by DAVOX(R), DAVOX(R) will assume all costs
associated with the whole unit exchange unless in the course of repair,
GSSC and DAVOX(R) mutually agree that a whole unit exchange is necessary
and required.
14. OEM spare equipment/component part stocking is based on a minimum install
base of equipment(s) and whereby minimum quantities of like product exist
in geographical densities. GSSC employs a single central stocking approach
to products and components with insufficient install base or insufficient
geographical distributions. Where new products are introduced with
Indefinite Deliveries and Indefinite Quantities GSSC will initially stock
spare components at its National Logistics Center in Longmont, CO.
15. Where DAVOX(R) employs equipment that requires identical component exchange
and where specific manufacturer and model number are not provided per the
work authorization form and where the use of components equivalent in
operation and manufacturer support are prohibited, GSSC and DAVOX(R) agree
to mutually develop a stocking and sparing implementation approach and
plan.
--- END ---
--------------------------------------------------------------------------------
Exhibit E-3
EXHIBIT F
SCHEDULE OF GSSC'S SERVICE CITIES
PC CITY STATE ZIP
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ 1801
1106 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
1108 Toronto CN L7N2G1
▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
1206 ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇/▇▇▇▇ ▇▇ ▇▇▇▇▇
2103 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
2105 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
2114 ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
2201 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
2202 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
2208 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
2210 ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
2211 ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
2212 ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3101 ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3102 ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3103 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3106 ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3109 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3112 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3113 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3114 ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3201 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3201 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3202 ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3302 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3303 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3305 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3307 ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3308 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
5101 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
5102 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
5103 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
5106 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇
--------------------------------------------------------------------------------
F-1
EXHIBIT G
SAMPLE WORK AUTHORIZATION FORM
--------------------------------------------------------------------------------------------------------
TYPE DAVOX(R) PN VENDOR PN $ USD EA. QTY TOTAL
--------------------------------------------------------------------------------------------------------
30T CONVERTER 906204 bay networks cy2012001 $ X $
--------------------------------------------------------------------------------------------------------
16P 100 BASE TX 906213 bay networks netgear fe516 $ X $
--------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ chase iolan plus 16 $ X $
--------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ cisco 2513 enet/token ring $ X $
--------------------------------------------------------------------------------------------------------
DCS 905349 DAVOX(R) $ X $
--------------------------------------------------------------------------------------------------------
PTR LA400 906151 dec dot mtrx la400 $ X $
--------------------------------------------------------------------------------------------------------
PRINTER HP 693 906193 hp 693c $ X $
--------------------------------------------------------------------------------------------------------
10T HUB 906121 milan technology x4710h $ X $
--------------------------------------------------------------------------------------------------------
ULTRA 2/2300 906251 sun a14-uec2-17e-256ac $ X $
--------------------------------------------------------------------------------------------------------
ULTRA 5/270 906257 a21-ufe1a9j-128cg $ X $
--------------------------------------------------------------------------------------------------------
ULTRA 60/300 906254 sun a23-uec2-9l-256ac $ X $
--------------------------------------------------------------------------------------------------------
ULTRA 2 906187 sun a14-uba2 $ X $
--------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ sun sparc 20/712 $ X $
--------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇ ▇▇▇▇▇▇ sun s5kx2-170-32-p17unison $ X $
--------------------------------------------------------------------------------------------------------
EXT 1GIG 906114 sun x5102a $ X $
--------------------------------------------------------------------------------------------------------
EXT 2GIG 906115 sun x5152a $ X $
--------------------------------------------------------------------------------------------------------
EXT 4GIG 906130 sun x5203a $ X $
--------------------------------------------------------------------------------------------------------
EXT 4GIG 906261 sun sg.xdsk010a-4g $ X $
--------------------------------------------------------------------------------------------------------
EXT 4GIG 906190 sun x5213a $ X $
--------------------------------------------------------------------------------------------------------
CALL VISOR PC 906167 Dell $ X $
--------------------------------------------------------------------------------------------------------
8MM TAPE DRV 906201 sun x6230a 20-40gb $ X $
--------------------------------------------------------------------------------------------------------
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ syquest 1.5gb $ X $
--------------------------------------------------------------------------------------------------------
MODEM 28.8 906168 us rob 000839-0x $ X $
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
EXTENDED 16X5 /*/ $
--------------------------------------------------------------------------------------------------------
EXTENDED 16X6 /*/ $
--------------------------------------------------------------------------------------------------------
EXTENDED 24X7 /*/ $
--------------------------------------------------------------------------------------------------------
GRAND TOTAL MONTH $
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
CLIENT:
--------------------------------------------------------------------------------------------------------
ADDRESS:
--------------------------------------------------------------------------------------------------------
ADDRESS:
--------------------------------------------------------------------------------------------------------
ADDRESS:
--------------------------------------------------------------------------------------------------------
ADDRESS:
--------------------------------------------------------------------------------------------------------
CONTACT:
--------------------------------------------------------------------------------------------------------
PHONE:
--------------------------------------------------------------------------------------------------------
SERVICE COVERAGE:
--------------------------------------------------------------------------------------------------------
START DATE:
--------------------------------------------------------------------------------------------------------
END DATE:
--------------------------------------------------------------------------------------------------------
PRODUCT: UNISON
--------------------------------------------------------------------------------------------------------
SYSTEM:
--------------------------------------------------------------------------------------------------------
NOTES:
--------------------------------------------------------------------------------------------------------
SITE CODE:
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
/*/ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
G-1
EXHIBIT I
SOFTWARE LICENSE AGREEMENT
GSSC shall not reverse compile, disassemble or otherwise reverse engineer, embed
within any other software product, or modify in any manner, including
modifications to source code with respect thereto, the software, in whole or in
part. The software may be copied, in whole or in part, only to the extent
necessary for GSSC's use on GSSC's designated single CAS products, controller
unit, personal computer, workstations or UNISON(R) products for back-up purposes
or to replace a worn or defective copy.
If GSSC is unable to operate the software on the single designated CAS products,
controller unit, personal computer, workstation or UNISON(R) products due to an
equipment malfunction, the software may be transferred temporarily to another
CAS, controller unit, personal computer, workstation or UNISON(R) during the
period of equipment malfunction.
GSSC shall include any and all copyright and proprietary notices placed on the
Software by DAVOX(R) on all copies of the Software.
GSSC shall not disclose, provide or otherwise make available the Software or
Source Code or any Part or copy thereof to any third party. The Software and the
Source Code shall be deemed Confidential information of DAVOX(R) for purposes of
Section 10 of this Agreement. All copies of Software and Source Code, whether
provided by DAVOX(R) or made by GSSC in accordance with this Agreement,
including without limitation, translations, compilations or partial copies are
the property of DAVOX(R) and may not be used or disclosed except as permitted by
this Agreement. All right, title and interest to, and all applicable rights in
patents, copyrights, and trade secrets in, the Software shall at all times
remain vested in DAVOX(R) or in any third party from whom DAVOX(R) has acquired
rights to license the Software. DAVOX(R) shall indemnify and hold GSSC and its
agents harmless from any claim or liability arising from patent, copyright or
trade secret infringement, subject to and in accordance with the terms in
Section 16.1 of this Agreement.
The license granted to GSSC hereunder shall expire upon expiration or
termination of this Agreement. GSSC agrees, upon expiration of such license term
or upon notice of termination, to immediately return or destroy the Software,
the Source Code and all portions and copies thereof as directed by DAVOX(R),
and, if required, to certify in writing as to the destruction or return of the
Software, the Source Code and all copies thereof.
If necessary, DAVOX(R) will take action to enforce compliance with the terms of
the license on its behalf and on behalf of any third party for which it licenses
the Software. In the event it becomes necessary to furnish GSSC with Software
related to Smart Management Center (SMC) products the parties agree that such
Software will be loaned to GSSC in accordance with the terms set forth
hereunder, and such other terms as may be required by DAVOX's(R) third-party
software vendors and mutually agreed to in writing by the parties.
________________________________________________________________________________
I-1
EXHIBIT J
DISPATCH
GSSC and DAVOX(R) have mutually agreed on the process and procedures by which a
Service request is dispatched by DAVOX(R) to GSSC (the "Dispatch Process") and
the dispatch dynamics thereof, Exhibit J-1 details the ETA process and is
-----------
attached hereto and incorporated herein by reference.
1. Service, Installation and MAC activity requests are accepted by GSSC only
from authorized and identified DAVOX(R) representative(s).
2. At a minimum, DAVOX(R) will provide the Customer Site name, Site address,
Site contact and phone number, equipment type to be serviced, description of
problem or requested activity, recommended or implicated failing component (if
applicable), DAVOX(R) support/management contact (if applicable), DAVOX(R) site
code, GSSC site contract number and any and all special instructions as
applicable.
3. GSSC staffs its Customer Service Center 7 days per week, 24 hours per day
and 365 days per year. GSSC will accept dispatches from authorized DAVOX(R)
personnel any day or time and will dispatch within that Customers contracted
PPM. In those instances where requests for services are outside the PPM, are
dispatched by DAVOX(R) and are not considered a scheduled activity, will be
invoiced at the Time and Material Rates as stated in Exhibit D, paragraph B.
4. GSSC and DAVOX(R) are currently seeking to develop a consolidation of their
respective Service Management Systems. It is anticipated that an electronic
merge of DAVOX's(R) and GSSC's service management systems will eventually allow
GSSC direct communication in providing ETA, Update and Call Closure information
directly to DAVOX's(R) management system. Additionally, it is anticipated that
dispatches will be directly and electronically sent by DAVOX(R) and received by
GSSC, for dispatch to GSSC's field service organization.
________________________________________________________________________________
J-1
EXHIBIT J - 1
GSSC / DAVOX(R)REMEDIAL SERVICE CALL ETA PROCESS
[FLOW CHART OF GSSC / DAVOX(R)REMEDIAL SERVICE CALL ETA PROCESS]
--------------------------------------------------------------------------------
J-2
EXHIBIT K
TRAINING CURRICULUM(S)
APPLICATION DEVELOPMENT TOOLS
Overview
This course teaches you how to develop new applications as well as make changes
to existing applications. We will cover the full use of the Application
Development tools to make and install applications. You must successfully pass
the final lab exercise to have access to the application tools at your site.
Who Should Attend
IS personnel responsible for design and development of applications. This course
is required for those who want use of the application tools at their site.
Prerequisites
Knowledge of file structures, download/upload transfer methods and general
concepts of a predictive dialer.
Objectives
Upon completion of the course you should be able to:
. Design, develop and modify your own application map
. Define the download and upload process
. Customize an import and export file layout
. Create a call script profile
. Define application default parameters
. Identify the form components of Screen Builder
. Create a form
. Create screen branches
. Define agent and system initiated termination codes and their associated
components
================================================================================
K-1
Application Tool
The Application Tool provides you with a set of integrated file and database
tools used to build and modify applications. It includes both File Tools and
Database Tools.
File Tools Include
. Make Application Maps to write database tables into files
. Application Map Editor to create or modify application maps
. Install Application Map to load files into database tables
Database Tools Include
. Import/Export Tool to define manual downloads and uploads
. Call Guide to create, modify and delete call script profiles and
application default parameters
. Screen Builder to create or modify agent hit screens
. Term Code Editor to define the codes entered by agents to describe how a
call ended
3 Day Course
DAVOX(R) Course Number 105 (ADT) or equivalent.
UNISON SYSTEM ARCHITECTURE
Overview
This course is a basic overview of the hardware and software architecture of the
Unison system. It introduces the internal processing of the system, and
supervisor activities as they are related to the system servers.
Who Should Attend
Individuals responsible for supporting and troubleshooting the
Unison system.
================================================================================
K-2
Prerequisites
Ability to use a mouse and operate a PC in a Windows environment.
A basic understanding of UNIX commands (such as find, grep, cd, 1s, more, ps,
rsh).
Unison Supervisor Training (UST 101) or equivalent or Unison Overview (UO 100)
or equivalent.
Objectives
. Upon completion of the course you should be able to:
. Identify the Unison system architecture layers
. Explain basic hardware set-up of the system
. Explain the process flow for downloads and uploads
. Identify and explain the major software servers
. Access system messages and system logs
. Develop a troubleshooting strategy using diagnostic tools
3 Day Course
DAVOX(R) Course Number 102 (UA) or equivalent.
PHYSICAL LAYER
Overview
In this course you will learn the necessary skills to install the Unison
hardware in a network environment and troubleshoot your Unison hardware.
Who Should Attend
Individuals responsible for
. Installation and verification of configurations
. Communication between all hardware devices
. Maintenance of the Unison hardware.
================================================================================
K-3
Prerequisites
. Basic LAN/WAN
. Basic T1/E1
. Knowledge of SQL (i.e., isql command, select statement)
. A basic understanding of UNIX commands (such as find, grep, cd, 1s, more,
ps, rsh)
Objectives
Upon completion of the course you should be able to:
. Identify the site and environment requirements
. Identify the function and hardware components of the Unison system
. Identify and describe the function, hardware and software of the SMC, TRS,
Supervisor workstations and agent terminals
. Connect Unison components and test network connection between hardware
components
. Perform a logical shutdown/reboot procedure
. Perform a full system backup/restore
. Identify the function of, install, test and troubleshoot the Unidisk, CCR
and TM Report drives
. Identify the function of, remove, install, test and troubleshoot NIS, XDM
and Smart Access(TM) software
. Identify the function of, configure ports, and identify logical and
physical connections made through a terminal server
. Identify the function and components of the DCS
. Identify, customize and modify databases
. Identify the function, requirements and installation of Unison SCALETM
5 Day Course DAVOX(R)
Course Number 103 (PL) or equivalent.
===============================================================================
K-4
EXHIBIT K (con't)
TRAINING CURRICULUM(S)
UNISON SUPERVISOR TRAINING
Overview
This course prepares call center supervisors and managers to operate the Unison
system.
Who Should Attend
Call center supervisors and managers who arc responsible for:
. Verifying downloaded call records from the host database
. Organizing call records into campaigns
. Assigning agents to campaigns
. Tracking status of campaigns, agents, trunk lines, and systems
. Generating call center reports
Prerequisites
Ability to use a mouse and operate a PC in a Windows environment.
Objectives
Upon completion of the course you should be able to:
. Identify call center terms, conventions, and concepts
. Identify Unison hardware components
. Operate the Unison workstation
. Verify download of call tables
. Create, manage, and modify campaigns
. Create and modify filters
. Describe an exclusion list process
================================================================================
K-5
. View and monitor agent statistics and trunk statistics
. Perform functions as Agent Manager
. Identify end of day procedures
. Understand how to get your agents up and running
4 Day Course
DAVOX(R) Course Number 101 (UST) or equivalent.
===============================================================================
K-6
EXHIBIT L
[LOGO OF DAVOX CORPORATION]
MUTUAL NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made this 25th day of May, 1999 by and between DAVOX(R)
Corporation, a Delaware corporation with its principle place of business located
at ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("DAVOX(R)") and
Grumman Systems Support Corporation, a Maryland corporation, with its principle
place of business located at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇
("Company").
WHEREAS, DAVOX(R) and the Company each desire to divulge certain information
which the divulging party deems to be proprietary and confidential, specifically
including, without limitation, the following: (the "Information") and
WHEREAS, each party desires to disclose the Information for the specific purpose
of discussing and evaluating the possibility of the parties entering into a
joint business relationship with regard to either or both party's products,
services, and/or customers (the "Business Purpose").
NOW THEREFORE, the parties agree and undertake as follows:
1) The party disclosing Information hereunder shall be called the "Discloser"
and the party receiving Information hereunder shall be called the
"Recipient".
2) For purposes of this Agreement, Information shall include all information
relating to Discloser, its business or affairs, or the business or affairs
of its customers, which Discloser may disclose hereunder and which
Discloser considers commercially valuable, proprietary, and confidential to
Discloser.
3) Information may be disclosed (a) in written, graphical, or electronic
format if marked or otherwise identified as being confidential, or (b)
orally or visually.
4) For the purposes of this Agreement, Information shall not include
information which:
a) is in or subsequently becomes part of the public domain through no
fault of the Recipient;
b) is lawfully received from a third party having the right to disclose
such information;
c) is independently developed by Recipient without breach of this
Agreement;
d) is disclosed with the prior written approval of Discloser; or
e) Recipient is required to disclose by law, regulation or order of a
competent authority; provided, however, that Recipient shall give
-------- -------
Discloser not less than fifteen (15) days' advance written notice of
any such requirement in order that Discloser may seek a restrictive
order or similar equitable relief which Discloser may deem necessary
to protect the subject Information.
5) The Recipient acknowledges that all Information shall remain the property
of Discloser and the Recipient agrees:
a) to maintain and protect all information (including all portions or
copies thereof) against theft, damage, loss or unauthorized access in
at least the same manner as its own proprietary and confidential
information is maintained and protected. In no event shall Recipient
use less than reasonable care in its efforts to maintain and protect
the Information;
b) except as specifically permitted hereunder or as specifically
consented to in writing by Discloser, not to directly or indirectly
disclose, exploit, copy, modify, or otherwise reproduce any
Information at any time during or after the period of relationship
between the parties;
c) not to disclose, and to ensure that its employees, officers,
directors, representatives, contractors or agents ("Recipient
Employee(s)") do not disclose, the Information other than to those
Recipient Employees with a specific "need to know" such Information;
--------------------------------------------------------------------------------
L-1
d) to ensure that any Recipient Employee to whom the Information has been
disclosed has agreed in writing to maintain, during and after such
Recipient Employee's relationship with Recipient, the confidentiality
of any third party confidential information which such Recipient
Employee may be entrusted with;
e) to inform any Recipient Employee to whom the Information may be
disclosed, of the Recipient's obligations hereunder and to use its
best efforts to insure compliance with this Agreement by all such
Recipient Employees; and
f) not to use, and to ensure that Recipient Employees do not use, any
Information except for the Business Purpose.
6) Nothing contained in this Agreement shall be construed as granting or
conferring by implication or otherwise any right, title, or ownership, by
license or otherwise, in or to Discloser's trademarks, inventions,
copyrights, patents or other intellectual property or proprietary rights.
7) Discloser makes no representation or warranty and accepts no liability in
respect of the accuracy or completeness of any or all of the Information
and shall have no responsibility for Recipient's use of the Information nor
for the claims of third parties howsoever arising from Recipient's use or
possession of any Information.
8) Recipient understands that any future-oriented Information or plans (i.e.
product, marketing, financial, or other) are subject to change without
notice at any time and that Discloser shall have no obligations to execute
such plans and shall have no liability as a result of any change to such
plans.
9) Upon the earlier of receipt of a written request from Discloser or
termination of the business relationship between the parties for any
reason, Recipient shall return to Discloser any and all Information then in
its possession, custody or control and shall not retain any copies of the
same. Upon request, Recipient shall certify to Discloser as to the
completion of such activity.
10) Recipient acknowledges and agrees that a breach by it or any Recipient
Employee of any provision of this Agreement will result in irreparable harm
and monetary damages to Discloser for which there may be no adequate remedy
at law. In the event of such breach or any threatened breach, Discloser
shall be entitled to injunctive relief and such other and further equitable
relief as may be appropriate. Recipient shall immediately notify Discloser
in writing of any breach or threatened breach of this Agreement of which it
becomes aware, and shall offer all reasonable assistance and co-operation
to Discloser in Discloser's efforts to regain possession and control of the
Information and to prevent further unauthorized use of same.
11) Recipient agrees to indemnify and hold harmless Discloser from and against
all losses, damages or claims which Discloser may incur or suffer to the
extent that such loss, damage, or claim is a direct result of any breach of
this Agreement by Recipient, Recipient Employees, or any third party to
whom Recipient may disclose the Information.
12) This Agreement shall be binding upon the Recipient, Recipient's Employees,
and Recipient's successors and permitted assigns and shall inure to the
benefit of Discloser, its successors, agents and assignees.
13) This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts, excluding its conflicts of law principles.
14) If any provision or application of this Agreement is held to be invalid or
unenforceable in any respect, the validity or enforceability of any of the
other provisions shall not in any way be affected or impaired. In such
event, the offending provision shall be deemed null and void and shall be
rewritten so that it reflects the parties' original intentions as closely
as possible and in such a manner that it shall be valid and enforceable.
15) This Agreement sets forth the entire understanding between the parties with
respect to the subject matter hereof and supercedes any and all prior
communications, commitments, and obligations between the parties, whether
written or oral. This Agreement may not be modified, changed or amended,
except by a writing signed by both parties.
--------------------------------------------------------------------------------
L-2
AGREED TO: AGREED TO:
_____________________________ DAVOX(R) CORPORATION
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------- ----------------------------
NAME: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ NAME: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------ --------------------------
TITLE: Director TITLE: V.P. Finance & CEO
----------------------- -------------------------
DATE: 5/27/99 DATE: 5/25/99
------------------------ --------------------------
--------------------------------------------------------------------------------
L-3
EXHIBIT M
PHYSICAL LAYER
INSTALLATION CHECKLIST
I. Purpose
The Unison installation checklist is to be used by all those involved in the
integration of a UNISON call center and in order to communicate the successful
implementation and/or to highlight any and all discrepancies as a result of an
installation effort.
Additionally, the checklist will provide the necessary metrics to assist DAVOX
(R) System Integration Managers (SIM) in accomplishing their tasks along with
serving as a performance metric in achieving the goals and milestones
established by GSSC and DAVOX(R).
The checklist also provides installation personnel a guideline in performance
expectations and specific task requirements necessary to integrate a UNISON call
center.
II. Procedure
Prior to starting any Unison integration the installers should have a site
specification inventory, provided by the DAVOX(R)(R) System Integration Manager
(SIM) defining the system layout and configuration.
During a UNISON install activity service installation personnel will use, as a
guideline and task execution document, the Grumman Physical Layer Install
checklist. As items are attempted or successfully concluded they should be
checked off indicating that particular task(s) completion.
Immediately upon completion of the checklist and inventory a copy should be
faxed to ▇▇▇ ▇▇▇▇▇▇ at DAVOX(R) headquarters in Westford, MA at ▇▇▇ ▇▇▇-▇▇▇▇.
▇▇▇ will distribute copies as necessary to all cognizant personnel.
A copy is to be left on site for the SIM and be included as part of that
particular sites log. GSSC install personnel should provide a folder for this
and include all relevant documentation as it pertains to the site.
--------------------------------------------------------------------------------
M-1
Installer__________________________________________Date of Install:_____________
DAVOX(R) SYSTEMS INTEGRATION MANAGER____________________________________________
SITE NAME_______________________________________________________________________
--------------------------------------------------------------------------------
1. Equipment (According to spec)
----------------------------
Site Spec Received Date ___________
Check here Number Missing
if all accounted for How Many? if any
Sparc Stations _____ _____ _____
Monitors _____ _____ _____
Keyboards _____ _____ _____
Mice _____ _____ _____
DSP cards _____ _____ _____
T1 Cards _____ _____ _____
Dig Sw. cards _____ _____ _____
Op Interface cards _____ _____ _____
Slac Cards _____ _____ _____
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2. EQUIPMENT INTERCONNECT VERIFICATION
-----------------------------------
A. SPARC STATIONS
--------------
Check if OK
Sparc LAN Connections
SMC to Work_a, Work_b, ... _____
SMC to TRS_a, TRS_b... _____
NIS Running on every Sparc Station _____
Banner up on every Sparc Work Station _____
(If no graphics monitor to display banner check
to see if CLM is running)
Supervisory Logon OK on every Sparc Station _____
B. PC SUPERVISORS
--------------
Lan Connections to proper Work Station _____
Supervisory Logon OK on every Super PC _____
(Banner must come up)
Can Logout and back in OK _____
C. AGENT TERMINALS
---------------
All agent terminals can get Logon screens _____
Allows logon of individual Agend Ids on all _____
Terminals
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
M-2
--------------------------------------------------------------------------------
3. DTM
---
DSP's Load up (LEDs have proper reading) _____
Spans in sync _____
Configuration tables checked out _____
Host file on SMC or TRS reflect all DSPs _____
DSP conn connected on all DSP cards _____
Lines on all spans have been dialed on _____
(Using Isrvr commands)
Situation for answer, no answer, and busy _____
have been checked out
All agent and supervisor audio have been _____
checked out (full logon short of campaign)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
4. HOST ISSUES
-----------
(Fill in where applicable)
FTP has been tried and test file can be xfer'd _____
Please Document for FTP set-up
Host Name __________
IP / Address __________
FTP Logon ID __________
FTP Password __________
Xfer Commands __________
RCS loads up correctly and can be ping'd _____
RCS containment files in RCS directory _____
RJE set-up and logon information for host _____
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
5. MISCELLANEOUS
-------------
Inventory form completed _____
Modem installed and checked _____
8MM installed and seen by system _____
MO disk installed and seen by system _____
Complete system backup _____
--------------------------------------------------------------------------------
6. COMMENTS OR ISSUES (Add attachments as required)
------------------
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
Signature______________________________________________ Date __________________
--------------------------------------------------------------------------------
M-3
EXHIBIT N
MATERIAL AND SERVICE METRICS
I. Material Metrics:
GSSC shall provide the following material metrics on a monthly basis
providing the following information on a DAVOX(R) provided document
substantially in the form attached hereto. Supporting documentation is
available upon request.
DAVOX(R) Statistics
1. Period of Activity
2. Product Type
3. # of Requests for Period
4. # of Priority one Requests
5. Requests Filled Same Day
6. Requests Shipped Same Day
7. Parts Shipped to Replenish Kit(s)
8. Parts Shipped to Customer/Site
9. # of After Hours Requests
10. # of Requests Shipped Counter to Counter
11. Shipments Received DOA
DAVOX(R) Inventory Variance
1. Part #
2. Stock Level
3. Quantity On Hand
4. Variance
5.
II. Service Performance Metrics:
1. GSSC shall provide, on a document substantially similar to the form
attached hereto, monthly Response and Repair Times Metrics Reports for
contracted accounts PPM Service requests calculate response times
incrementally from 0-2 to over 48 hours. Reporting options include
GSSC organizational service delivery levels; branch, district, region
and national.
2. Response Time reports are calculated per the contractual response
times as found in Exhibit A, Schedule of Maintenance Services, which
---------
are further defined by an
--------------------------------------------------------------------------------
N-1
individual sites distance, as measured by highway miles, from the GSSC
office providing DAVOX(R) services. All supporting service detail
documentation will be provided in addition to the overview charts.
Response time reporting options include GSSC's organizational service
delivery levels; branch, district, region and national.
3. Repair Time reports will be provided per the response time format
described in item 1. Repair time reporting options include GSSC's
organizational service delivery levels; branch, district, region and
national.
--------------------------------------------------------------------------------
N-2
EXHIBIT N (CON'T)
MATERIAL AND SERVICE METRICS
II. Service Metrics
Davox Metrics
Targeted Response Time (All Categories)
[CHART APPEARS HERE]
--------------------------------------------------------------------------------
N-3
Davox Metrics
Targeted Response Time (8hr Performance)
[CHART APPEARS HERE]
Davox Metrics
Targeted Response Time (4hr Performance)
[CHART APPEARS HERE]
--------------------------------------------------------------------------------
N-4
Davox Metrics
Time to Repair (Remedial)
[CHART APPEARS HERE]
Davox Metrics
Remedial Response Time (Best Effort Performance)
[CHART APPEARS HERE]
--------------------------------------------------------------------------------
N-5
Davox Metrics
Events Opened/Closed (All Categories)
[CHART APPEARS HERE]
Davox Metrics
First Call Fix (All Categories
[CHART APPEARS HERE]
--------------------------------------------------------------------------------
N-6
Davox Metrics
Service Call Resolution (All Categories)
[CHART APPEARS HERE]
Davox Metrics
Down Time Report (Remedial)
[CHART APPEARS HERE]
--------------------------------------------------------------------------------
N-7
EXHIBIT O
[LOGO OF DAVOX CORPORATION]
--------------------------------------------------------------------------------
GSSC INSTALLATION EVALUTION FORM
Customer Name and Address: GSSC Engineer: DAVOX(R) SIM:
__________________________ ____________________ _____________________
Site Code: Install Date:
__________________________ ____________________ _____________________
1. Was the GSSC Engineer on-site in the specified time frame for the installation? Yes No
If no, please explain:
______________________________________________________________________________________________________
2. Did the GSSC Engineer provide a voice to voice hand-off of the installation to you? Yes No
If no, please explain:
______________________________________________________________________________________________________
3. Did the GSSC Engineer properly complete and provide the Physical Layer Install Checklist and
Inventory form to you? Yes No
If no, please explain:
______________________________________________________________________________________________________
4. From your testing, was the system installed, tested, and functional per the Physical Layer
Install Checklist and Inventory form? Yes No
If no, please explain:
______________________________________________________________________________________________________
5. Were any issues or delays with the installation communicated to you prior to the GSSC
Engineer leaving the site? Yes No
If no, please explain:
______________________________________________________________________________________________________
6. Were the systems components clearly and correctly labeled? Yes No
If no, please explain:
______________________________________________________________________________________________________
7. Were all cables labeled and tie wrapped in an orderly fashion? Yes No
If no, please explain:
______________________________________________________________________________________________________
8. Any other comments regarding the installation?
______________________________________________________________________________________________________________________
SIM Signature: _____________________________ Date: _____________________
----------------------------------------------------------------------------------------------------------------------
O-1 05/17/99
EXHIBIT P
---------------------------------------------------------------------------------------------------------------------------------
DAVOX(R) Install/Site Inventory
Form:
---------------------------------------------------------------------------------------------------------------------------------
Send Completed Form To: ▇. ▇▇▇▇▇▇▇ at ▇▇▇▇▇▇▇@DAVOX(R).com
---------------------------------------------------------------------------------------------------------------------------------
▇. ▇▇▇▇▇▇▇ at ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇
---------------------------------------------------------------------------------------------------------------------------------
▇. ▇▇▇▇▇ at ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇
---------------------------------------------------------------------------------------------------------------------------------
GSSC FE Name:
---------------------------------------------------------------------------------------------------------------------------------
DAVOX(R) SIM Name:
---------------------------------------------------------------------------------------------------------------------------------
Date Installed:
---------------------------------------------------------------------------------------------------------------------------------
Account Name:
---------------------------------------------------------------------------------------------------------------------------------
Address:
---------------------------------------------------------------------------------------------------------------------------------
State:
---------------------------------------------------------------------------------------------------------------------------------
ZIP:
---------------------------------------------------------------------------------------------------------------------------------
Suite/Floor:
---------------------------------------------------------------------------------------------------------------------------------
DAVOX(R) Site Code:
---------------------------------------------------------------------------------------------------------------------------------
Customer Site Contact(s)
---------------------------------------------------------------------------------------------------------------------------------
Name:
---------------------------------------------------------------------------------------------------------------------------------
Phone:
---------------------------------------------------------------------------------------------------------------------------------
Customer Site Contact(s)
---------------------------------------------------------------------------------------------------------------------------------
Name:
---------------------------------------------------------------------------------------------------------------------------------
Phone:
---------------------------------------------------------------------------------------------------------------------------------
Add Rows as Necessary for Serial Number or Additional Equipment
---------------------------------------------------------------------------------------------------------------------------------
TYPE DAVOX(R) PN MANU MODEL DESCRIPTION SERIAL NUMBER
---------------------------------------------------------------------------------------------------------------------------------
30T CONVERTER 906204 bay networks cy2012001 Base T Converter
---------------------------------------------------------------------------------------------------------------------------------
16P 100 BASE TX 906213 bay networks FE 516 Base T Converter
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ chase iolan 16 port Terminal Server
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Cisco 2513 enet/token ring router
---------------------------------------------------------------------------------------------------------------------------------
DCS 905349 DAVOX(R) 905349 Dialer
---------------------------------------------------------------------------------------------------------------------------------
PTR LA400 906151 Dec la400 dot matrix printer
---------------------------------------------------------------------------------------------------------------------------------
PRINTER HP 693 906193 HP 693c color printer
---------------------------------------------------------------------------------------------------------------------------------
10T HUB 906121 Milan Technology x4710H Base T Hub
---------------------------------------------------------------------------------------------------------------------------------
ULTRA 2/2300 906251 SUN a14-uec2-17e-256ac Server
---------------------------------------------------------------------------------------------------------------------------------
ULTRA 5/270 906257 SUN a21-ufe1a9j-128cg Server/Workstation
---------------------------------------------------------------------------------------------------------------------------------
ULTRA 60/300 906254 SUN a23-uec2-9l-256ac Server
---------------------------------------------------------------------------------------------------------------------------------
ULTRA 2 906187 SUN a14-uba2 Server
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ SUN 20/712 Server
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇ ▇▇▇▇▇▇ SUN s5kx2-170-32-p17 Server/Workstation
---------------------------------------------------------------------------------------------------------------------------------
EXT 1GIG 906114 SUN x5102a External Drive
---------------------------------------------------------------------------------------------------------------------------------
EXT 2GIG 906115 SUN x5152a External Drive
---------------------------------------------------------------------------------------------------------------------------------
EXT 4GIG 906130 SUN x5203a External Drive
---------------------------------------------------------------------------------------------------------------------------------
EXT 4GIG 906261 SUN sg-xdsk010a-4g External Drive
---------------------------------------------------------------------------------------------------------------------------------
EXT 4GIG 906190 SUN x5213a External Drive
---------------------------------------------------------------------------------------------------------------------------------
CALL VISOR PC 906167 dell Dimension 133 TWR 220-1906 Personal Computer
---------------------------------------------------------------------------------------------------------------------------------
8MM TAPE DRV 906201 SUN x6230a (20-40GB) 8mm tape drive
---------------------------------------------------------------------------------------------------------------------------------
MO DISK 906233 syquest 1.5GB External CD Rom
---------------------------------------------------------------------------------------------------------------------------------
MODEM 28.8 906168 us robotics 000839-OX Modem
---------------------------------------------------------------------------------------------------------------------------------
OTHER
---------------------------------------------------------------------------------------------------------------------------------
OTHER
---------------------------------------------------------------------------------------------------------------------------------
OTHER
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
P-1
Sample Unison Configuration Layout
[PLAN OF UNISON APPEARS HERE]
--------------------------------------------------------------------------------
P-2 05/17/99
