Note: Certain material has been omitted from this document
pursuant to a request for confidential treatment and has been
filed separately with the SEC. Notations of [redacted] have
been used to indicate such an omission.
NETWORK PRODUCTS PURCHASE AGREEMENT
Northern Telecom Inc., a Delaware corporation having offices at
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
("Nortel") and Teligent, Inc., a Virginia corporation, having
its principal offices and place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Teligent") agree as
follows:
1. SCOPE AND TERM
1.1 Certain terms used in this Agreement shall be defined
as set forth in Attachment A. In the case of any
conflict between the main text of this Agreement and
the Attachments hereto, the main text shall govern.
1.2 Scope
1.2.1 This Agreement sets forth the terms and
conditions under which Teligent shall purchase
and/or license, as applicable, certain
Deliverables as set forth herein.
[redacted]
[redacted]
1.3 This Agreement shall be binding on the Parties from
the date executed, except that if on or prior to
January 31, 1998 or such other date as Nortel and
Teligent may mutually agree upon (the "Determination
Date"), Nortel and Teligent have not entered into the
Finance Agreement and the security documents
contemplated thereby for any reason (a "Termination
Event"), either Party shall have the right to
terminate all the rights and obligations of both
Parties under this Agreement, except those with
respect to Core Deliverables ordered by Teligent, by
delivery of five (5) days prior written notice of such
termination.
With respect to such Core Deliverables, Teligent may
elect within fifteen (15) days after termination either (a)
to keep the Core Deliverables, and in which case, Teligent
shall pay Nortel for the purchase price of the Core
Deliverables, less [redacted] and Nortel's support obligations
shall survive and continue in full force and effect with
respect to such Core Deliverables; or (b) to return the
Core Deliverables, paying a re-stocking fee of [redacted]
of the Core Deliverables returned.
If Teligent shall fail to make any such election, Teligent
shall be deemed to have elected to return the Core
Deliverables to Nortel. Notwithstanding any election by
Teligent to keep the Core Deliverables, Teligent may within
fifteen (15) days after such election elect to return all
Core Deliverables with respect to which it has not yet paid
the reduced purchase price described in clause (a) above
(such purchase price with respect to any item of Core
Deliverables, the "Item Purchase Price") otherwise as
provided in clause (b) above.
If Teligent fails to pay the Item Purchase Price, or any
portion thereof, for any item of Core Deliverables (each an
"Item") within thirty (30) days after receipt of Notice
from Nortel that such amounts were not paid when due, a
"Return Event" shall be deemed to have occurred. At any
time after the occurrence and during the continuation of a
Return Event, Nortel may demand the return of the Item with
respect to which such Return Event has occurred and
Teligent shall promptly provide for the return of such Item
to Nortel as provided below. Upon the return of any Item
to Nortel, Nortel shall promptly refund to Teligent an
amount equal to all payments received by it in respect of
the Item Purchase Price for such Item [redacted] of such
Item Purchase Price.
If Teligent shall, for any reason, be required to return
any Item under this Section 1. 3, Teligent shall make such
Item available for return on the premises or facility where
such Item is then located and Nortel shall be entitled to
remove such Item during normal business hours or, if
requested by Nortel, Teligent shall, at Nortel's sole
expense, deliver such Item, or cause such Item to be
delivered, to any location in the continental United States
requested by Nortel.
Except as expressly set forth in this Section 1.3, Teligent
shall have no obligation or liability whatsoever in
connection with the return of any Core Deliverables
(including, without limitation, in connection with a Return
Event) arising out of a Termination Event. Unless Teligent
expressly elects to keep certain Core Deliverables as
provided in this Section 1.3, nothing contained in this
Section 1.3 or in Section 4.6 shall constitute, or be
deemed to constitute, an obligation of Teligent to purchase
any Item or to pay any purchase price in respect of an
Item; provided, that if no Termination Event shall have
occurred on or prior to the Determination Date, this
Section 1.3 shall no longer apply and shall have no further
effect.
[redacted]
[redacted]
[redacted]
1.5 Turn-Key Services
1.5.1 Nortel shall offer Buyer the option to purchase
from Nortel Services on both a full turn-key
(including engineering services but excluding
civil works) and a partial turn-key basis as set
forth in the Statement of Work, attached hereto
as Attachment H.
1.5.2 Buyer shall be responsible for any and all civil
works required under this Agreement, including
those set forth in the Buyer's Obligation Section
of the Statement of Work, as set forth in
Attachment H. Nortel and Buyer shall mutually
agree upon civil works ready dates when
developing detailed Core Deliverables schedules.
1.5.3 Nortel shall use only its own personnel or
Nortel-qualified third-party service contractors
and Nortel shall warrant their performance as set
forth in Section 10. Buyer may reasonably
request the removal of any Nortel personnel or
third-party service contractor and Nortel shall
promptly comply.
1.6 Nortel shall use all reasonable efforts to furnish and
install Core Deliverables so that such Core
Deliverables shall comply in all material respects
with all federal, state and local laws and regulations
in force on the date of execution of this Agreement,
which directly impose obligations upon the
manufacturer, seller or installer thereof. Notwithstanding
the foregoing, Buyer acknowledges that certain Core
Deliverables have not yet received required type
approval from the Federal Communications Commission
("FCC"). Nortel's obligation to furnish Core Deliverables to
Buyer is expressly conditioned upon Nortel or its
Teligent-Approved Radio Vendor receiving FCC Core Deliverables
type approval prior to delivery of such Core Deliverables,
unless Buyer can reasonably demonstrate to Nortel that such type
approval is not required for operation of such Core
Deliverables by Buyer, (e.g., situations where Buyer
operates the Core Deliverables under an FCC
experimental license). The failure of Nortel or its
Teligent-Approved Radio Vendor to receive necessary
Core Deliverables type approval from the FCC and to
meet other federal, state and local regulatory
requirements shall be regarded as a Force Majeure
event under Section 13 of this Agreement.
Nortel warrants that it and its Teligent-Approved
Radio Vendor are vigorously prosecuting the necessary FCC
type-approval application(s). Any failure by Nortel or its
Teligent-Approved Radio Vendor to use all reasonable
efforts to obtain FCC Type-approval prior to the General
Availability Dates for such Core Deliverables as specified
in Attachment F shall be grounds for Material Breach and
give rise to Teligent's right to terminate for cause.
1.7 Term
1.7.1 This Agreement shall be in effect on the date
last executed and continue for a period of five
(5) years thereafter ("Term"). This Agreement or
any part thereof may be terminated in accordance
with the express provisions of this Agreement
concerning termination or by written agreement of
the Parties.
1.7.2 The termination of this Agreement or any part
thereof shall not affect the obligations of
either Party thereunder which have not been fully
performed with respect to any accepted Order,
unless such Order is expressly terminated in
accordance with this Agreement or by written
agreement of the Parties.
2. PURCHASES OF CORE DELIVERABLES
2.1 Deliverables
2.1.1 For purposes of this Agreement, the definition of
"Core Deliverables" shall mean any Services,
Equipment and Software, including Radio Products,
drawings, documents, manuals and training,
supplied directly by Nortel including any
equipment not Nortel-branded ("OEM Equipment"),
even if such OEM Equipment is not part of
Nortel's standard product offerings.
2.1.2 For purposes of this Agreement, the definition of
"Adjunct Deliverables" shall mean any
telecommunications support products supplied by
third parties, including ancillary services,
directly to Teligent that are in the categories
described in Attachment E, attached hereto, and
used in connection with Core Deliverables.
Teligent shall have the right to acquire and
install in its network any Adjunct Deliverable if
it is compatible with the Core Deliverables and
in compliance with industry standard interfaces,
or if Teligent assumes the responsibility for
such equipment's non-compliance.
2.1.3 Before procuring any Adjunct Deliverables,
[redacted]. In the event Buyer purchases any
Adjunct Deliverable from Nortel, such equipment
shall be considered to be a Core Deliverable and
not an Adjunct Deliverable. Nortel shall provide
Buyer support of such equipment as if it were
non-OEM Equipment Core Deliverables.
2.1.4 Teligent further agrees that by the end of the
twelfth (12th) month from the effective date of
this Agreement, as defined in Section 1.7.1
herein, at least [redacted] percent [redacted]
of the total purchase price of Deliverables
financed by Nortel shall be Core Deliverables. By
the end of the [redacted] month of from the
effective date of this Agreement and on an annual
basis thereafter, Teligent agrees that at least
[redacted] of the total purchase price of all
Deliverables financed by Nortel from the
effective date of this Agreement shall be Core
Deliverables. These ratios shall include Core
Deliverables then on order for delivery under the
Standard Intervals set forth in Section 8. In
the event that at the end of the [redacted]
month from the effective date of this Agreement,
and for any following [redacted] month period
thereafter, Teligent has failed to purchase
enough Core Deliverables to meet the above
required percentages, then Teligent shall issue
within ninety (90) days additional Orders for
Core Deliverables for delivery within Standard
Intervals sufficient so as to meet the required
percentages.
2.2 Teligent-Approved Radio Vendor
2.2.1 Microwave transmission Products supplied as Core
Deliverables shall be made only by Teligent-
Approved Radio Vendors. Nortel shall be
responsible for managing Teligent-Approved Radio
Vendors in connection with this Agreement.
[redacted]
2.2.3 The process for establishing other Teligent-
Approved Radio Vendors shall be as follows:
- In consultation with Teligent senior
engineering staff, Nortel shall propose specific
new Microwave Product(s) to add to the Core
Deliverables in Attachment G, together with
pricing and specifications therefor.
- Teligent may elect to trial the equipment, with
Nortel and the vendor of the proposed Product,
according to mutually-agreed costs, tests and
scheduling, or Teligent may reject the proposal.
- If, based on the trial results and other
investigation of the proposed vendor's processes
and capabilities, Teligent is satisfied that the
Product should be added to the Core Deliverables
list, Teligent shall notify Nortel in writing
that the vendor is a Teligent-Approved Radio
Vendor for that Product and Attachment G shall
accordingly be modified.
- Teligent may refuse to certify a vendor or its
product in its sole, reasonable discretion and
shall provide Nortel the technical and business
reasons for such refusal to certify.
2.2.4 If a Teligent-Approved Radio Vendor is added or
dropped, the Parties recognize that changes may
be necessary to various terms of this Agreement
including the Future Deliverables set forth in
Attachment F. The Parties shall negotiate in
good faith on such changes.
3. FORECASTS, ORDERING AND ADMINISTRATION
3.1 Forecasts
3.1.1 Teligent hereby agrees that within one (1) week
of the effective date of this Agreement, Teligent
shall provide Nortel an initial forecast covering
four (4) quarters of Core Deliverables to be
purchased during the first year of this
Agreement. Such initial forecast shall also
include a firm Order for Teligent's Core
Deliverables as required to be purchased under
Section 3.1.2.
3.1.2 Teligent shall provide Nortel a rolling twelve
(12) month forecast ("Yearly Forecast") covering
Core Deliverables to be purchased. Such Yearly
Forecast shall detail the Core Deliverables by
product and quantities. Teligent shall update
the Yearly Forecast on a quarterly basis.
Teligent agrees that the first three (3) months
of such Yearly Forecast of Core Deliverables
shall represent a non-reducible binding purchase
commitment, and at least fifty percent (50%) of
the second three (3) months of each Yearly
Forecast of Core Deliverables shall also be
binding.
3.1.3 Nortel shall be obligated to deliver to Buyer up
to one hundred ten percent (110%) of the first
three (3) months of the Yearly Forecast for each
type of Core Deliverable products, if ordered, in
accordance with the Standard Intervals set forth
in Section 8. Core Deliverables in excess of one
hundred ten percent (110%) of the first three (3)
months of the Yearly Forecast for such Core
Deliverables shall be delivered in accordance
with Nortel's usual delivery intervals or as
mutually agreed by Nortel and Buyer.
3.2 Orders
3.2.1 All purchases of Core Deliverables pursuant to
this Agreement shall be made by means of Orders
issued from time to time by Buyer. Such Order
shall be accepted or rejected by Nortel in
writing within five (5) business days. If not
expressly rejected, an acknowledged Order will be
deemed accepted. All Orders shall reference this
Agreement and shall be governed solely by the
terms and conditions set forth herein.
3.2.2 When Buyer desires to order Core Deliverables, if
any, Buyer shall submit to Nortel's designated
representative as defined in Section 3.3, an
Order which shall at a minimum specify the
following, if applicable:
(i) the name of the Buyer placing the Order;
(ii) the types and quantities of Core
Deliverables, if any, to be furnished by
Nortel;
(iii) the applicable prices, charges and fees with
respect to such Core Deliverables, if any;
(iv) the location or facility to which the Core
Deliverables are to be delivered;
(v) the incorporation by reference of this
Agreement;
(vi) the location at which the Core Deliverables
are to be installed, if known;
(vii) the requested delivery date and/or in-
service date;
(viii) any other information required under this
Agreement to be included in an Order.
3.2.3 Orders shall specify if any Nortel installation
Services are required, and Buyer shall provide
Nortel all necessary information related to final
delivery destination and such installation
Services at least two (2) weeks prior to the
delivery date set forth in such Order.
3.2.4 An Order submitted pursuant to this Agreement,
and which Nortel has accepted, shall constitute a
Contract between the Buyer ordering and Nortel.
As long as this Agreement is effective, Nortel
may only reject an Order if such Order is not in
accordance with the provisions of Section 3.2.2
above, and in that event, Nortel shall
specifically identify the precise reasons under
which it rejects such Order. The foregoing does
not limit any rights Nortel may have under
Section 3.1.3.
3.2.5 Buyer may at any time request additions,
alterations, deductions or deviations to an Order
subject to the condition that such changes and
any adjustments resulting from such changes
including, but not limited to, schedules and
prices, shall be mutually agreed upon and, if so
agreed, subsequently detailed in a written
revision to the applicable Order ("Change
Order"). Buyer acknowledges that a premium
charge may be applied by Nortel should Nortel
agree to process a Change Order outside of its
standard Order processing cycle for a Core
Deliverable or in the event that a Change Order
requires an additional amount of work (such as
engineering) to be undertaken to comply with such
changes.
3.2.6 Buyer's original Order for each new System shall
be so identified. Buyer may place supplemental
Orders amending the original Order for each
System to add Node Equipment for sixty (60) days
from the issuance of the original Order, and to
add TAS equipment for ninety (90) days from the
issuance of the original Order, as long as the
TCO configuration is not changed, unless Nortel
shall consent to any configuration change. All
such Core Deliverables so ordered shall
constitute the System.
3.3 Administration
3.3.1 Each Party shall delegate a Program Manager
sufficient authority to administer day-to-day
contract administration matters.
3.3.2 Five (5) business days prior to the submission of
each quarterly forecast described in Section
3.1.2, Nortel's Program Manager shall submit to
Buyer's Program Manager an "Issues and Status
Report", identifying issues and matters requiring
resolution from Nortel's perspective.
Concurrently with the purchase forecasts
described in Section 3.1.2, the Buyer's Program
Manager shall submit to Nortel's Program Manager
an "Issues and Status Report" identifying issues
and matters requiring resolution from Buyer's
perspective. Within ten (10) business days after
receiving this report, both Program Managers
shall jointly prepare a report confirming the
current forecast and addressing the issues and
matters identified in the two (2) reports,
proposing specific steps to resolve them. These
reports shall be prepared in a manner appropriate
for submission to senior management responsible
for oversight of the Parties' relationship.
4. PRICES
4.1 Preferred Supplier Pricing
4.1.1 Price models for Teligent Central Offices
("TCOs") and Teligent Nodes ("Nodes"), as set
forth in Attachment G, include equipment
engineering, installation, commissioning and
testing services. Teligent Access Site ("TASs")
models, as set forth in Attachment G, are priced
with and without installation. If installation,
commissioning, engineering and professional
services and any other Core Deliverables,
including OEM Equipment, are separately priced
outside the Models, then they shall not be
subject to the discounts set forth in Section
4.1.2 or Section 4.2.
[redacted]
4.2 [redacted]
4.2.1 [redacted]
4.2.2 [redacted]
4.2.3 [redacted]
4.2.4 [redacted]
4.2.5 The percentage discount for Cumulative Purchase
Volumes shall be determined as follows:
[redacted]
4.2.6 [redacted]
4.2.7 [redacted]
4.3 Price Adjustments
4.3.1 Except as specifically provided in this Section,
the prices for Core Deliverables, whether
purchased in packaged or component form,
including Services, standard models, components
and Merchandise, as set forth in Attachment G,
[redacted]. If not included in Attachment G,
prices for Core Deliverables shall be provided to
Buyer on a quote by quote basis. [redacted]
4.3.2 Nortel agrees that pricing for the applicable
[redacted], as set forth in Attachment
G, with at least the functionality of Release
24B2.0 and 16 QAM, shall decline by [redacted]
effective the later of either two years after the
effective date of this Agreement or when Buyer's
aggregate purchases of [redacted],
including monies paid to Nortel for installation,
reaches [redacted].
4.3.3 For the applicable Radio Products, Nortel shall
offer Buyer additional functionality beyond
Release 24B2.0 under the same discount schedules
as applied to other Radio Products. Any future
features or functionality developed by Nortel for
such Radio Products shall not be used as a basis
for a price increase if they are: (a) not used by
Buyer, or (b) beyond those identified in
Attachment F if alternative Radio Products
conforming to the features identified in
Attachment F are not available from Nortel.
4.3.4 Buyer may request TCO pricing to include
technical support services as set forth in
Section 18.4 and Nortel shall offer Buyer TCO
pricing including such technical support for a
metropolitan area.
4.3.5 [redacted].
4.4 [redacted]
4.5 Nortel will prepay freight charges and the cost of any
insurance requested by Buyer and invoice Buyer for
these items at Nortel's [redacted]. These charges will appear
as separate line items on Nortel's invoice.
4.6 (a) In order to secure the Return Obligations (as
defined below), Buyer hereby grants Nortel a security
interest in all of its right, title and interest in
and to any item of the Core Deliverables in which it
has a right, title and interest. As used in the
Section 4.6, "Return Obligations" shall mean the
obligations of Teligent to provide for the return of
Core Deliverables if a Termination Event shall have
occurred and Teligent shall be required pursuant to
Section 1.3 to return said Core Deliverables to
Nortel.
(b) The Buyer shall not sell, lease or otherwise
dispose of any such item of Core Deliverables or any
portion thereof, except, (i) to any wholly-owned
subsidiary of the Buyer or any affiliate of the Buyer
that is wholly-owned by the parent of the Borrower, or
(ii) without the prior written consent of Nortel. The
Buyer shall not permit to exist any liens, security
interests or other encumbrances ("Liens") on any item of
Core Deliverables, possession of which has been
delivered to the Buyer, other than (a) the Liens created
or contemplated hereby, (b) Liens for taxes or
assessments, (c) any Liens arising by statute or
operation of law, (d) Liens of carriers, warehousemen,
mechanics, materialmen and repairmen, (e) Liens
contemplated by the Finance Agreement, and (f) and other
non-consensual Liens arising in the ordinary course of
business.
(c) Buyer agrees to execute such documents and to
take such other action reasonably requested by Nortel to
perfect, maintain and preserve Nortel's security
interest, including, without limitation, UCC financing
statements.
(d) If Teligent shall fail to provide for the
return of any Core Deliverables as provided in Section
1.3 (a "Default"), Nortel shall have all of the rights
and remedies of a secured party under the Uniform
Commercial Code ("UCC") consistent with the nature of
the Return Obligations. Upon the occurrence of a
Default, without limiting the generality of the
foregoing, to the extent permitted by, and in accordance
with, all applicable laws, Nortel may without demand or
notice to the Buyer, collect, receive or take possession
of the Core Deliverables or any part thereof and for
that purpose Nortel may enter upon any premises on which
the Core Deliverables subject to such Default are
located and remove the Core Deliverables subject to such
Default therefrom.
(e) Nortel's security interests in each item of
Core Deliverables granted pursuant to Section 4.6(a)
above (each such item, a "Secured Item", and such items
collectively, the "Secured Items") shall continue until
the earlier of (i) the purchase price of such Secured
Item is paid, or has been deemed to be paid, in full and
(ii) such Secured Item is required to be returned to
Nortel pursuant to Section 1.3 and such Secured Item has
been returned, at which time, with respect to such
Secured Item, (A) the Buyer's obligations and Nortel's
rights and remedies under this Section 4.6 shall
terminate and be of no further effect, (B) Nortel's
security interest in such Secured Item shall terminate
and hereby is terminated, and (C) Nortel shall execute
and deliver such documents and instruments and take such
other actions as may be reasonably requested by Teligent
or any lender under the Finance Agreement to effect or
evidence the termination of the obligations and security
interests under this Section 4.6, including, without
limitation, UCC termination statements. In order to
provide Teligent with more favorable terms under the
Finance Agreement, upon the request of Teligent or any
lender under the Finance Agreement, Nortel agrees that
it shall use reasonable commercial efforts to
accommodate the requests of Teligent or such lender with
respect to the priority of its security interests in the
Secured Items, and shall cooperate with Teligent and
such lender in amending the provisions hereof on such
terms as are mutually acceptable to all such Parties.
5. TERMS OF PAYMENT
5.1 Payments shall be due within [redacted] calendar days
from the invoice receipt, but penalties for late payment
shall not be assessed until [redacted] calendar days
from invoice receipt. Past due amounts shall accrue
interest at the lending rate made available to Teligent
as in the Finance Agreement. Notwithstanding the
foregoing, the final [redacted] payment on a System
shall not be due until the later of [redacted] after
invoice or [redacted] business days after all Punch
List items have been completed.
5.2 Invoicing Schedule
5.2.1 The Core Deliverables and Services in a System
shall be invoiced as follows:
[redacted] Upon delivery of Core
Deliverables and/or Services, if any;
[redacted] Upon completion of Turnover,
as set forth in Section 9.1.2; and
[redacted] Upon successful passage of the
applicable Soak Period and closure of service-
affecting items uncovered during the Soak Period.
[redacted]
5.2.2 Orders for Core Deliverables outside of a System,
including Merchandise, which require no
installation by Nortel shall be invoiced at
[redacted] upon delivery to Buyer.
Orders for TASs outside of a System in which
Nortel provides installation Services, or Orders
in which the purchase price of Core Deliverables
requiring Nortel installation Services is less
than [redacted], shall be invoiced at [redacted]
upon completion of installation and passage of
any relevant ATPs.
Orders for Nodes and TCO Expansions which are
not part of a System, and Orders requiring Nortel
installation Services which exceed [redacted]
shall be invoiced in accordance with the following
schedule:
[redacted] upon delivery;
[redacted] upon completion of installation
Services and passage of relevant ATPs; and
[redacted] upon closure of Punch List.
5.2.3 The initial list of spare parts for a System, as
provided in Nortel's recommended spares list set
forth in Attachment G shall be invoiced as set
forth in Section 5.2.1. Subsequent Orders for
individual Merchandise spare parts, Documentation
and software releases shall be invoiced [redacted]
upon delivery.
5.2.4 [redacted]
5.2.5 [redacted]
5.3 [redacted]
5.3.1 [redacted]
5.3.2 [redacted]
5.3.3 [redacted]
5.4 Nortel shall not be entitled to claim payment for
partial deliveries where the effect of the partial
delivery prevents Buyer from making beneficial use of
the facilities in question. If Buyer can make
beneficial use of the facilities in question, then
Nortel shall be entitled to payment for those goods or
services delivered and performed.
5.5 Where Core Deliverables that are part of a System Order
have not been installed at the time of System ATP
primarily due to circumstances within Buyer's control,
then such Core Deliverables shall be deemed installed
for purposes of invoicing and payment.
6. TAXES
Unless Buyer furnishes Nortel with tax exemption certificates
in a form acceptable to taxing authorities, Buyer shall, at
Nortel's direction and pursuant to a valid invoice therefor,
promptly pay to Nortel or pay directly to the applicable
government or taxing authority, if requested by Nortel, taxes
and charges which may be imposed by any federal, state, or
local governmental or taxing authority arising hereunder,
such as, but not limited to all such taxes and charges
relating to the purchase, license, ownership, possession,
use, operation and/or relocation of any Equipment, Software,
or Services furnished by Nortel pursuant to this Agreement,
excluding, however, all taxes computed upon the net income of
Nortel. Nortel shall cooperate with the electronic delivery
of Software if requested by Teligent. Teligent shall be
obligated to pay associated penalties and interest only if
such charges are imposed materially due to Teligent's
negligent or deliberate failure to pay after being given
adequate (at least thirty (30) days) notice of such tax
liability. Buyer's obligations pursuant to this Section 6
shall survive any termination of this Agreement.
Prices of imported equipment in the Core Deliverables, if
any, are destination duty paid and applicable duties, if any,
are included in the price.
7. RISK OF LOSS, TITLE AND DELIVERY
7.1 Risk of loss or damage and title to Core Deliverables
(excluding Software) shall pass to Buyer upon delivery
to the loading dock at the installation site or other
delivery location specified by Buyer in its Order, and
Buyer shall keep such Core Deliverables fully insured
for the total amount then due Nortel for such Core
Deliverables. Buyer shall cause its insurers with
respect to such Core Deliverables to name Nortel as loss
payee as Nortel's interests may appear. Nortel shall
remain responsible at all times for loss caused by
Nortel or its contractors.
7.2 Buyer shall receive a license to use Software subject to
the terms set forth in Attachment B.
7.3 When Buyer submits an Order requesting Nortel provide
installation, Nortel shall be responsible for all
staging and delivery of Core Deliverables to the job
site. When Nortel does not provide installation
Services, delivery of Core Deliverables, shall be made
to a designated Buyer warehouse. In the event Buyer
requests Nortel provide warehousing of Core Deliverables
and Nortel has sufficient warehouse space available,
Nortel shall make such warehouse space available and
Buyer shall pay the cost of such warehousing, subject to
the grace period and procedure set forth in Sections
8.2.1 and 8.2.2.
8. INSTALLATION INTERVALS
8.1 Installation Schedule
8.1.1 Prior to Buyer placing an Order for installation
Services for the First Commercial System, Nortel
and Teligent shall agree to an installation
schedule for such First Commercial System.
8.1.2 Subsequent Systems shall be scheduled based upon
the following lead times ("Standard Intervals").
These Standard Intervals shall only apply to
forecasted items:
TCO equipment for a System:
[redacted] from acceptance of Order to
completion of installation and passage
of the TCO ATPs.
Host Digital Terminals ("HDT") and Passport
equipment:
[redacted] from acceptance of Order to
completion of installation and passage
of relevant ATPs.
Node equipment and TCO expansion equipment:
[redacted] from acceptance of Order to
completion of installation and passage
of the Node ATPs.
TAS equipment:
[redacted] from acceptance of Order to
delivery of complete units; or
[redacted] from acceptance of Order to
completion of installation, if so
specified in the Order, and passage of
the TAS ATPs.
8.2 Installation Reschedule
8.2.1 [redacted]
8.2.2 In the event Buyer fails to provide Nortel advance
notice of its desire as set forth above, Nortel
shall be entitled to warehouse such Core
Deliverables and to invoice Buyer for all
reasonable and directly associated costs incurred
by Nortel for such warehousing associated with
such rescheduling.
9. ACCEPTANCE TESTING, TURNOVER AND ACCEPTANCE
9.1 Acceptance Testing
9.1.1 The Parties shall mutually develop acceptance test
procedures ("ATP") and pass/fail criteria for Core
Deliverables installed by Nortel. Such ATP shall
consist of separate test plans for each of the
major network elements provided by Nortel
hereunder and, with respect to a System, an
additional acceptance test plan for the System as
an integrated whole ("System ATP").
9.1.2 [redacted]
9.1.3 [redacted]
9.1.4 [redacted]
9.1.5 If Nortel does not install the Core Deliverables
furnished hereunder, Nortel shall, prior to
delivery of such, perform factory acceptance tests
in order to confirm that such Core Deliverables
are in accordance with the applicable
Specifications. Nortel shall include with the
shipment of any such Core Deliverables a certified
copy of the test results demonstrating passage of
such factory tests where normally available.
Unless Buyer notifies Nortel to the contrary
within [redacted] of the delivery of such Core
Deliverables, Buyer shall be deemed to have
accepted such Core Deliverables based upon such
tests and acceptance shall be deemed to have
occurred upon the delivery of such Core
Deliverables.
9.1.6 Merchandise equipment shall be deemed accepted upon
delivery to the Buyer. Services which are
purchased separately from a System shall be deemed
to be accepted upon completion of such Services.
9.1.7 [redacted]
9.1.8 [redacted]
9.1.9 [redacted]
9.1.10 [redacted]
9.1.11 In the event Buyer notifies Nortel of non-
acceptance of a Core Deliverable and Nortel
personnel travels to Buyer's installation site to
remedy such non-acceptance and determines that
non-acceptance is due primarily to a deficiency of
the nature described in Section 9.1.10, Nortel may
invoice Buyer for investigation of the matter,
including the standard labor rate for Nortel's
personnel who travel to Buyer's installation site
and reasonable travel and living expenses incurred
by such personnel.
9.2 Nortel acknowledges that Buyer may from time to time
install certain Adjunct Deliverables not purchased
through Nortel, and connect such Adjunct Deliverables to
Nortel's Core Deliverables through standardized
interfaces. Therefore, the Parties hereby agree, that
during such situations when Adjunct Deliverables are
installed, by either Nortel or Buyer, at the time of
acceptance testing, the System ATP shall verify the
proper function of the relevant standardized interface;
and where it is verified during such System ATP that
such Adjunct Deliverables comply with the relevant
interface specification, the attachment of such Adjunct
Deliverables to Core Deliverables shall not diminish
Nortel's warranty on the Core Deliverables.
9.3 [redacted]
9.3.1 [redacted]
9.3.2 [redacted]
9.4 Nortel agrees that the Core Deliverables, [redacted]
shall comply with open interface standards TR-08 and TR-
303 and other relevant Bellcore standards for switch
interfaces.
9.5 Nortel shall not ship Core Deliverables unless such Core
Deliverables have passed Nortel's standard factory
tests. Teligent shall have the right to inspect
Nortel's manufacturing facility upon reasonable notice.
Teligent shall also have the right to request from
Nortel an annual quality audit.
10. LIMITED WARRANTIES AND REMEDIES
10.1 Nortel warrants that the Core Deliverables shall meet or
exceed the performance Specifications in Attachment L,
or if Attachment L is silent, in Nortel's current
published specifications, for the lesser of [redacted]
from Turnover or [redacted] from delivery ("Warranty
Period") under normal use and service such equipment and
will be free from defective material and faulty
workmanship. The Warranty Period may be extended at
Teligent's option for an additional [redacted] upon
payment of a warranty extension fee. The foregoing
warranty shall not apply to items normally consumed
during operation of Core Deliverables such as, but not
limited to, lamps and fuses. Any installation Service
performed by Nortel will be free from defects in
workmanship for a period [redacted] from the completion
date of such Service. The performance by Nortel of any
of its obligations described herein shall not extend the
applicable Warranty Period.
10.2 Subject to Section 10.9, Nortel's obligation under the
warranty set forth in Section 10.1 above shall be
limited to the replacement or repair, at Nortel's option
and expense, of the defective Core Deliverables, or
correction of the defective installation Services.
Replacement Core Deliverables may be new or
reconditioned at Nortel's option, and shall be warranted
for the balance of the Warranty Period of the original
equipment, or for 90 days, whichever is longer.
10.3 If Core Deliverables are not free from defects in
material or workmanship and/or fail to comply with the
applicable Specifications during the Warranty Period,
Nortel shall repair, replace or modify the Core
Deliverables so that they do comply with the applicable
Specifications within [redacted] following receipt of
such defective Core Deliverables, or within [redacted]
on an emergency basis, if requested expressly by
Teligent as set forth in Section 18.3. Subject to the
provisions of Section 10.9, Nortel's obligation under
this Section 10.3 shall be limited to repair,
modification or replacement of the defective Core
Deliverables or correction of the defective installation
Services.
10.4 Nortel warrants that any Software licensed by Nortel to
Buyer under this Agreement shall function during the
Warranty Period of the Equipment (but in any event not
less than [redacted]) with respect to which such
Software is furnished without any material, service-
affecting nonconformance to the applicable
Specifications, provided that Buyer shall have paid all
Software support fees. If the Software fails to so
function, Buyer's sole remedy and Nortel's sole
obligation under this warranty is for Nortel to correct
promptly such failure to ensure that the Equipment
performs to Specifications, if the Specifications
adequately address the service-affecting aspects of the
failure, or, if the Specifications do not adequately
address the service-affecting failure, Nortel shall
correct promptly such failure to Teligent's reasonable
satisfaction, through, at Nortel's option, the
replacement or modification of the Software or such
other actions as Nortel reasonably determines to be
appropriate. Any continuing service-affecting Software
failure that materially affects the performance of Core
Deliverables shall be treated under Section 10.9, below.
10.5 Nortel's warranties in Section 10.4 above shall only
apply to the portion of the Software actually developed
by Nortel, its Affiliates or Teligent-Approved Radio
Vendors. All other Software shall be provided by Nortel
"AS IS". Nortel shall assign to Buyer on a nonexclusive
basis any warranty on such other Software provided to
Nortel by the developer of such other Software to the
extent of Nortel's legal right to do so. Nortel shall
identify any such Software and the extent to which such
warranties are assigned prior to shipment.
10.6 Major Outage Warranty
10.6.1 [redacted] During the System Availability
Warranty Period, Nortel warrants to Teligent that
Major Outages, as defined in Section 10.6.2,
not attributable to Teligent or a third
party's error, resulting from failures of Nortel's
Core Deliverables shall be limited to [redacted]
cumulative during any calendar quarter. Scheduled
outages for any given System shall not be counted
against this limit, as long as: (a) a scheduled
outage is of less than [redacted] duration, and
(b) there are no more than [redacted] scheduled
outages during a given calendar quarter.
[redacted] Excluded from this System Availability
Warranty are outages due to failure by personnel,
not contracted or certified by Nortel, to properly
maintain the Core Deliverables or to follow Nortel
documents provided to Buyer; third-party events or
equipment; and Force Majeure events. Such liquidated
damages are to be paid in credits that may be applied
against outstanding invoices and/or future Orders
placed by Teligent under this Agreement.
10.6.2 For purposes of this Agreement, "Major
Outages" shall mean (a) an unscheduled loss of
engineered and installed call or data processing
capacity (as measured by the most limiting
capacity parameter) in excess of [redacted] or
(b) or any unscheduled service-affecting failure
in [redacted] or more of the Nodes (but at least
[redacted] Nodes) at any one time (according to
the system logs).
10.6.3 The System Availability Warranty shall apply
only to Systems in which the Core Deliverables
affected by the Major Outage are purchased
according to the models shown in Attachment G, or
if the Core Deliverables are of non-standard
configurations or have been re-engineered for
growth, if the standard recommended spares in
connection therewith have been purchased and the
engineered redundancy in the Core Deliverables is
as recommended by Nortel, such engineered
redundancy to be consistent with that reflected in
the standard models.
10.6.4 In no event shall Nortel's liability for such
penalties pursuant to this Section 10.6 exceed
[redacted].
10.7 Parameter Warranty
[redacted]
10.8 Capacity Warranty
10.8.1 During the Term, Nortel warrants the capacity
of the Core Deliverables as specified in
Attachment L and its published Specifications.
For Radio Products, capacity is limited to that
specified in Section 10.7(d) minus necessary
overhead (i.e., for [redacted] available bandwidth
for payload (user data rate) is [redacted]. For
[redacted] the available payload is [redacted].)
[redacted] Nortel may reduce the capacity based
on the provisioning and priority given to
different traffic types, as long as it
demonstrates to Teligent's satisfaction how it
proposes such reduction be made. Additional
equipment and costs directly attributable to this
breach of this Warranty shall be negotiated by the
Parties in good faith.
10.8.2 If Teligent chooses to license a new Software
release, such upgrade may require changes to the
capacity or purchases of additional Equipment.
Each such Software release shall have a revised
capacity warranty based on Teligent's new
Equipment and Software configurations. The
warranty of the capacity of the Core Deliverables
shall be contingent upon Buyer having maintenance
on such Core Deliverables adequately and properly
performed.
10.9 During the Warranty Period, in the event Nortel is
unable to repair or replace a defective Core Deliverable
which is service affecting, and Nortel's inability to
repair or replace such material and service affecting
defective Core Deliverable exceeds a period of
[redacted] then, at Buyer's election, Nortel shall
remove such service affecting defective Core
Deliverable, at Nortel's expense, and reimburse Buyer
for any costs or expenses Buyer may incur as a result of
the reinstallation of equivalent non-defective product
or equipment as well as reimburse Buyer the full Order
price of the defective Core Deliverable. Buyer shall
submit to Nortel an invoice for such reinstallation
costs or expenses and Nortel shall pay Buyer for such
amounts. The obligations and remedies set forth herein
shall be subject to the conditions set forth in Section 12.
10.10 The obligations and remedies set forth in this Section
10 shall be conditional upon: the Buyer having properly
installed, repaired and maintained the Equipment using
Nortel-qualified personnel; the Software not having been
modified; no material failure of Buyer to comply with
Buyer's Obligations, as set forth in the Statement of
Work, any defect or nonconformance not being the result
of mishandling, abuse, misuse, improper storage,
maintenance or operation by other than Nortel (including
use in conjunction with any product which is
incompatible with the applicable Core Deliverables or of
inferior performance, except as provided in Section
9.2), and/or any error, act, or omission of Buyer
described in Section 12.5; the Core Deliverables not
having been damaged by fire, explosion, power failure,
power surge, or other power irregularity, lightning,
failure to comply with all applicable environmental
requirements for the Core Deliverables specified by
Nortel or any other applicable supplier, such as but not
limited to temperature or humidity ranges, or any act of
God, nature or public enemy; and written notice of the
defect having been given to Nortel within the applicable
Warranty Period.
10.11 The performance by Nortel of any of its obligations in
this Section shall not extend the applicable Warranty
Period, except as specifically stated otherwise herein.
10.12 Unless Nortel elects to repair or replace defective
Equipment at Buyer's facility, all Equipment to be
repaired or replaced, whether in or out of warranty,
shall be packed by Buyer in accordance with Nortel's
instructions and shipped at Buyer's expense and risk of
loss to a location designated by Nortel. Replacement
Equipment shall be returned to Buyer at Nortel's expense
and risk of loss. Buyer shall ship the defective
Equipment to Nortel within thirty (30) days of receipt
of the replacement Equipment. In the event Nortel fails
to receive such defective Equipment within such thirty
(30) day period, Nortel shall invoice Buyer for the
replacement Equipment at the then-current price in
effect therefor.
10.13 If the Core Deliverables returned to Nortel pursuant to
the immediately preceding paragraph are determined by
Nortel to be beyond repair or are outside the Warranty
Period, Nortel shall notify Buyer and if requested
Nortel shall sell Buyer replacement Core Deliverables at
the then-current contract price between the Parties for
such Core Deliverables or if no such contract exists, at
Nortel's then-current price for such Core Deliverables.
Such repair and replacement Service and notice of any
discontinuance of such repair and replacement Service
shall be available for a minimum period set forth in
Section 18. This provision shall survive the expiration
of this Agreement.
10.14 Buyer shall bear risk of loss and shall pay for all
transportation charges for Core Deliverables returned to
Nortel and Nortel shall bear such risk and pay for
transportation charges for repaired or replacement Core
Deliverables shipped to Buyer.
10.15 Subject to Section 2.1.3, with respect to any OEM
Equipment furnished by Nortel to Buyer pursuant to this
Agreement, Nortel shall assign to Buyer on a
nonexclusive basis any warranty granted by the party
that supplied such OEM Equipment to Nortel to the extent
of Nortel's right to do so.
10.16 Neither Nortel nor Nortel's suppliers, as appropriate,
shall have any responsibility for warranties offered by
Buyer to any of its customers. Buyer shall indemnify
Nortel and Nortel's suppliers, as appropriate, with
respect thereto.
10.17 THE WARRANTIES AND REMEDIES SET FORTH IN THIS SECTION
-----------------------------------------------------
CONSTITUTE THE ONLY WARRANTIES OF NORTEL WITH RESPECT TO
--------------------------------------------------------
THE CORE DELIVERABLES AND SERVICES AND BUYER'S EXCLUSIVE
--------------------------------------------------------
REMEDIES IN THE EVENT SUCH WARRANTIES ARE BREACHED.
--------------------------------------------------
THEY ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR
----------------------------------------------------
ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
-------------------------------------------------------
LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS
-----------------------------------------------------
FOR A PARTICULAR PURPOSE. WITH RESPECT TO CLAIMS UNDER
-------------------------------------------------------
SECTION 10, NORTEL SHALL NOT BE LIABLE FOR ANY
----------------------------------------------
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE
-------------------------------------------------
WHATSOEVER, BEFORE OR AFTER THE PLACING OF ANY CORE
---------------------------------------------------
DELIVERABLE INTO SERVICE.
------------------------
11. LIABILITY FOR BODILY INJURY, PROPERTY DAMAGE AND PATENT
INFRINGEMENT
11.1 A party hereto shall defend the other party against any
suit, claim, or proceeding brought against the other
party for direct damages due to bodily injuries
(including death) or damage to tangible property which
allegedly result from the negligence, act or omission of
the defending party in the performance of this
Agreement. The defending party shall pay all litigation
costs, reasonable attorney's fees, settlement payments
and such direct damages awarded or resulting from any
such suit, claim or proceeding.
11.2 Nortel shall defend Buyer against any suit, claim or
proceeding brought against Buyer alleging that any Core
Deliverables, excluding OEM Equipment, furnished
hereunder infringe any patent, copyright, trademarks or
trade secrets enforceable in the United States. Nortel
shall pay all litigation costs, reasonable attorney's
fees, settlement payments and any damages awarded or
resulting from any such suit, claim or proceeding. With
respect to OEM Equipment, Nortel shall assign any rights
with respect to infringement of patents, copyrights,
trademarks, or trade secrets enforceable in the United
States granted to Nortel by the supplier of such OEM
Equipment to the extent of Nortel's right to do so.
11.3 The party entitled to defense pursuant to Section 11.1
or 11.2 shall promptly advise the party required to
provide such defense of the applicable suit, claim, or
proceeding and shall cooperate with such party in the
defense or settlement thereof. The party required to
provide such defense shall have sole control of the
defense of the applicable suit, claim, or proceeding and
of all negotiations for its settlement or compromise.
11.4 Upon providing Buyer with notice of a potential or
actual infringement claim, Nortel may (or in the case of
an injunction, shall), at Nortel's option, either
procure a right to use, replace or modify, or require
the return of the affected Core Deliverable for a full
refund of the purchase price for the Term of the
Agreement and a refund of the depreciated value of the
Core Deliverables thereafter.
11.5 The obligations of Nortel hereunder with respect to any
suit, claim, or proceeding described in Section 11.2
shall not apply with respect to Core Deliverables which
are (a) manufactured or supplied by Nortel in accordance
with any design or any special instruction furnished by
Buyer (excluding Buyer's requirement that Nortel's
products comply with usual and customary industry
standards), (b) used by Buyer in a manner or for a
purpose not contemplated by this Agreement, or (c) used
by Buyer in combination with other products not provided
by Nortel, including, without limitation, any software
developed solely by Buyer through the permitted use of
Core Deliverables furnished hereunder, provided the
infringement arises from such combination or the use
thereof. Buyer shall indemnify and hold Nortel harmless
against any loss, cost, expense, damage, settlement or
other liability, including, but not limited to,
attorneys' fees, which may be incurred by Nortel with
respect to any suit, claim, or proceeding described in
this Section 11.5.
11.6 The provisions of Sections 11.2 through 11.5 state the
entire liability of Nortel and its suppliers and the
exclusive remedy of Buyer with respect to any suits,
claims, or proceedings of the nature described in
Section 11.2. Nortel's total cumulative liability,
pursuant to Sections 11.2 shall for each infringement
claim not exceed [redacted] of the purchase price of the
Core Deliverables giving rise to such claim.
11.7 Each party's respective obligations pursuant to this
Section shall survive any termination of this Agreement.
12. REMEDIES AND LIMITATION OF LIABILITY
12.1 In the event of any material breach of this Agreement
which shall continue for thirty (30) or more days after
written notice of such breach (including a reasonably
detailed statement of the nature of such breach) shall
have been given to the breaching party by the aggrieved
party, the aggrieved party shall be entitled at its
option to avail itself of any and all remedies available
at law or equity, except as otherwise provided in this
Agreement.
12.2 In addition to any other remedy that may be available to
Buyer at law or equity, should Nortel fail to meet an
in-service date as set forth in an accepted Order, and
the cure period to remedy such failure shall have
expired without cure, Buyer shall be entitled to cancel
this Agreement upon thirty (30) days written notice to
Nortel. In the event of such cancellation, Buyer shall
pay Nortel for all Core Deliverables delivered by Nortel
prior to the cancellation of this Agreement which Buyer
desires to retain; and Teligent shall not be responsible
for any True-Up Amount, as set forth in Section 4.2.
12.3 Nortel shall have the right to suspend its performance
by written notice to Buyer and forthwith remove and take
possession of all Core Deliverables that shall have been
delivered to Buyer, if, prior to payment to Nortel of
any amounts due pursuant to this Agreement with respect
to such Core Deliverables, Buyer shall (a) become
insolvent or bankrupt or cease, be unable, or admit in
writing its inability, to pay all debts as they mature,
or make a general assignment for the benefit of, or
enter into any arrangement with, creditors, (b)
authorize, apply for, or consent to the appointment of,
a receiver, trustee, or liquidator of all or a
substantial part of its assets or have proceedings
seeking such appointment commenced against it which are
not terminated within ninety (90) days of such
commencement, or (c) file a voluntary petition under any
bankruptcy or insolvency law or under the reorganization
or arrangement provisions of the United States
Bankruptcy Code or any similar law of any jurisdiction
or have proceedings under any such law instituted
against it which are not terminated within ninety (90)
days of such commencement.
12.4 EXCEPT FOR A BREACH BY BUYER OF NORTEL'S SOFTWARE
LICENSE OR AN INDEMNIFICATION UNDER SECTION 11.1,
NOTHING IN THIS AGREEMENT SHALL MAKE EITHER PARTY LIABLE
FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL
DAMAGES OF ANY NATURE WHATSOEVER FOR ANY BREACH OF THIS
AGREEMENT WHETHER THE CLAIMS FOR SUCH DAMAGES ARISE IN
TORT, CONTRACT, OR OTHERWISE.
12.5 A Party shall not be liable for any additional costs and
expenses resulting from (a) errors, acts or omissions of
the other Party, including, but not limited to,
inaccuracy, incompleteness or untimeliness in the
provision of information by the other Party to the first
Party or (b) the fulfillment by the other Party of any
of its obligations under this Agreement. In such event,
the other Party shall pay the first Party the amount of
any such costs and expenses incurred by the first Party.
12.6 [redacted]
12.7 [redacted]
12.8 [redacted]
12.9 Dispute Resolution
12.9.1 If Nortel and Buyer are unable to resolve any
disagreement or dispute arising under this
Agreement, including without limitation, the
failure to agree upon any item requiring a mutual
agreement of the Parties hereunder, then Nortel
and Buyer resolve the disagreement or dispute as
follows:
12.9.2 Either party may refer the matter to a Vice
President or General Manager of the Parties by
giving the other party a notice. Within fifteen
(15) days after delivery of a notice, the relevant
officials of both Parties shall meet at a mutually
acceptable time and place to exchange relevant
information and to attempt to resolve the dispute.
12.9.3 If the matter has not been resolved within
thirty (30) days after delivery of a notice, or if
the relevant officials fail to meet within fifteen
(15) days after delivery of a notice, either party
may initiate mediation. The Parties shall submit
the dispute to a sole mediator selected by the
Parties or, any time at the option of a party, to
mediation by the American Arbitration Association
("AAA"). The mediation proceeding shall be in the
County of Fairfax, Virginia. Each party shall
bear its own expenses and equal share of the
mediator and fees of the AAA. The Parties, their
representatives, other participants and the
mediator shall hold the existence, content and
result of mediation in confidence. If such
dispute is not resolved by such mediation, the
Parties shall have the right to resort to any
remedies permitted by law. All such defenses
based on passage of time shall be tolled pending
the termination of the mediation. Nothing in this
clause shall be construed to preclude any party
from seeking injunctive relief in order to protect
its rights pending mediation. A request by a
party to a court for such injunctive relief shall
not be deemed a waiver of the obligation to
mediate.
12.9.4 The Parties shall agree to binding arbitration
under AAA rules under the Federal Arbitration Act
in Fairfax, Virginia, except for claims involving
antitrust, intellectual property rights and claims
where a third party can be impleaded.
13. FORCE MAJEURE
If the performance by a party of any of its obligations under
this Agreement shall be directly, materially and unavoidably
interfered with by reason of any circumstances beyond the
reasonable control of that party, including without
limitation, unavailability of supplies or sources of energy,
power failure, breakdown of machinery, or labor difficulties,
including without limitation, strikes, slowdowns, picketing
or boycotts, then that party shall be excused from such
performance for a period equal to the delay resulting from
the applicable circumstances and such additional period as
may be reasonably necessary to allow that party to resume its
performance, as long as that party has diligently pursued
alternative means of performance, if legally available to it.
With respect to labor difficulties as described above, a
party shall not be obligated to accede to any demands being
made by employees or other personnel. If Nortel's
performance is suspended or materially reduced due to force
majeure for more than six (6) months, Buyer may terminate
this Agreement for cause.
14. CONFIDENTIAL INFORMATION
Confidential Information exchanged under this Agreement shall
be governed by the terms and conditions of the Nondisclosure
Agreement between the Parties, dated June 6, 1997, attached
hereto as Attachment M, except that the term of the
Nondisclosure Agreement shall be extended to conform with the
Term of this Agreement, and the Parties' obligations under
the Nondisclosure Agreement shall survive any termination of
this Agreement.
15. ADDITIONAL OBLIGATIONS OF NORTEL
15.1 [redacted]
15.2 Nortel shall, upon Buyer's request, provide Buyer with
copies of its then current training catalogue and
schedule of courses whenever Nortel provides such
catalogue and schedule to Nortel's customers. Upon the
request of Buyer, Nortel shall provide Buyer such
additional training as Buyer requests, at a time and
place mutually agreed upon and at the prices to be
quoted for such training. The cancellation fee set forth
in the training catalogues shall apply.
15.3 Nortel shall include its standard Documentation package,
if any, with each shipment of a Core Deliverable.
Nortel shall make the Documentation available on its
choice of media, which may include CD-ROM. Nortel shall
provide Buyer with any other Documentation that is
ordered at its then-current pricing therefor.
Documentation provided via Nortel's CD-ROM media may be
printed and copied to the extent necessary for the
operation and maintenance of the Core Deliverables to
which the Documentation pertains. However, Buyer may
not press any copies of CD-ROM discs.
15.4 Nortel shall offer installation training to Teligent and
its contractors whereby such can become certified to
install Core Deliverables (except for DMS-500 based
equipment). Proper installations made by such certified
installers in accordance with Nortel's published
installation standards shall carry the same warranty on
the Core Deliverables as if the installation were made
by Nortel directly.
16. SPECIAL TERMS APPLICABLE TO CERTAIN PRODUCT LINES
[redacted]
[redacted]
[redacted]
[redacted]
16.2 Nortel agrees that the base line [redacted] Software
release to be initially licensed under this Agreement
and to which modifications and/or enhancements will be
made is expected to be [redacted]. For all Teligent-
Approved Radio Vendor Products, Nortel agrees to
maintain the compatibility of any new Software release
at the Node with existing TAS equipment in the field
without requiring a site visit for at least 2 previous
complete versions, or two (2) years, whichever period is
longer. The foregoing compatibility requirement applies
only when Radio Products are manufactured by the same
vendor. Teligent recognizes that the installed TAS
equipment base may not support new functionality or
features, but such installed equipment base shall
continue to interface and inter-operate at its then
current level of functionality and features with such
new Nodes or TCO software Core Deliverables contingent
upon the above criteria.
16.3 [redacted]
17. HAZARDOUS MATERIALS
17.1 Prior to issuing any Order for Services to be performed
at Buyer's facilities, Buyer shall identify and notify
Nortel in writing of the existence of all Hazardous
Materials which Nortel may encounter during the
performance of such Services, including, without
limitation, any Hazardous Materials known to Buyer
contained within any equipment to be removed by Nortel.
17.2 If Buyer breaches its obligations pursuant to Section
17.1, (a) Nortel may discontinue the performance of the
appropriate Services until all the applicable Hazardous
Materials have been removed or abated to Nortel's
satisfaction by Buyer at Buyer's sole expense, and (b)
Buyer shall defend, indemnify and hold Nortel harmless
from any and all damages, claims, losses, liabilities
and expenses, including, without limitation, attorneys'
fees, which arise out of Buyer's breach of such
obligations. Buyer's obligations pursuant to this
Section 17.2 shall survive any termination of this
Agreement.
17.3 Nortel warrants that it shall not knowingly introduce
any Hazardous Materials to the premises without Buyer's
knowledge and consent, and, if it does so, (a) removal
and abatement of same shall be at Nortel's sole expense
and (b) Nortel shall defend, indemnify and hold Buyer
harmless from any and all damages, claims, losses,
liabilities and expenses, including, without limitation,
attorneys' fees, which arise out of Nortel's breach of
such obligations. Nortel's obligations pursuant to this
Section 17.3 shall survive any termination of this
Agreement.
18. CONTINUING AVAILABILITY AND SUPPORT OF CORE DELIVERABLES
18.1 For a period of [redacted] following the date of last
sale of the affected Core Deliverable, excluding OEM
Equipment but including Radio Products, Nortel shall
make spare parts, or their functional equivalent,
available for purchase by Buyer, so that Buyer may meet
existing obligations relative to such Core Deliverable.
The prices charged for the spare parts following the
termination of this Agreement shall be Nortel's then
current published list price or its then current policy.
Nortel shall use its best endeavors to obtain similar
terms from OEM suppliers.
18.2 [redacted]
18.3 During the Warranty Period, Nortel shall provide Buyer
emergency replacement for Core Deliverables (new,
repaired, or functionally equivalent) within [redacted]
of a verbal request from the Buyer. This service is
available twenty-four (24) hours a day, including
holidays. After the Warranty Period, emergency service
shall be provided at Nortel's current rates for such
service.
18.4 During the Term, Nortel shall offer Buyer, as an option,
technical support services, whereby Nortel supplies
Teligent up to three (3) experts in each metropolitan
area for a period of up to six (6) months following
acceptance of a System, extended upon notice by Buyer.
The Parties agree that initially the experts required
will be one (1) switching expert, one (1) operations and
maintenance expert and one (1) radio systems expert, but
the precise set of skills will be determined on a
metropolitan area-by-metropolitan area basis as mutually
agreed to by the Parties. TCO pricing including such
technical support services shall be provided to Buyer as
set forth in Section 4.3.4.
[redacted]
20. SUBCONTRACTING
Nortel may subcontract any of its obligations under this
Agreement, but no such subcontract shall relieve Nortel of
primary responsibility for performance of its obligations and
for ensuring that any such subcontractors adhere to Nortel's
relevant obligations in the performance of their duties,
including, but not limited to, obligations with respect to
Confidential Information.
21. REGULATORY COMPLIANCE
In the event of any change in the Specifications or Nortel's
manufacturing or delivery processes for any Core Deliverables
as a result of the legally-proper imposition of new and
material requirements by any government body or agency of
competent jurisdiction, Nortel may upon notice to Buyer,
increase its prices, charges and fees to cover the added
costs and expenses directly incurred by Nortel as a result of
such change.
22. GENERAL
22.1 If any of the provisions of this Agreement shall be
invalid or unenforceable under applicable law and a
party deems such provisions to be material, that party
may terminate this Agreement upon notice to the other
party. Otherwise, such invalidity or unenforceability
shall not invalidate or render this Agreement
unenforceable, but this Agreement shall be construed as
if not containing the particular invalid or
unenforceable provision and the rights and obligations
of the Parties shall be construed and enforced
accordingly.
22.2 A party shall not release without the prior written
approval of the other party any advertising or other
publicity relating to this Agreement wherein such other
party may reasonably be identified. In addition each
party shall take reasonable precautions to keep the
existence and the contents of this Agreement
confidential so long as this Agreement remains in effect
and for a period of three (3) years thereafter, except
as may be reasonably required to enforce this Agreement
or by law.
22.3 The construction, interpretation and performance of this
Agreement shall be governed by the laws of the State of
New York, except for its rules with respect to the
conflict of laws.
22.4 Neither party may assign or transfer this Agreement or
any of its rights hereunder without the prior written
consent of the other party, such consent not to be
unreasonably withheld, except Buyer's consent shall not
be required for any assignment or transfer by Nortel (a)
to any Affiliate of all or any part of this Agreement or
of Nortel's rights hereunder, or (b) to any third party
of Nortel's right to receive any monies which may become
due to Nortel pursuant to this Agreement.
22.5 Notices and other communications shall be transmitted in
writing by certified United States Mail, postage
prepaid, return receipt requested, by guaranteed
overnight delivery, or by facsimile addressed to the
Parties as follows:
To Teligent: Teligent, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President and General Counsel
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President Engineering
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇)▇▇▇-▇▇▇▇
To Nortel: Northern Telecom Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Vice President & G.M, Access
Networks
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
General Counsel
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Any notice or communication sent under this Agreement
shall be deemed given upon receipt, as evidenced by the
United States Postal Service return receipt Mail if
given by certified United States Mail, on the following
business day if sent by guaranteed overnight delivery,
or on the transmission date if given by facsimile during
the receiving party's normal business hours, with a
confirming call to the stated individual, his/her named
assistant, and/or his/her voice mail box.
The address information listed for a party in this
Section may be changed from time to time by that party
by giving notice to the other as provided above.
22.6 Expiration or termination of the Agreement for any
reason will not release either party from any
obligations or liabilities set forth in this Agreement
which a) the Parties have expressly agree will survive
or which remain to be performed, or b) which by their
nature tended to be applicable following such expiration
or termination.
22.7 All headings used herein are for index and reference
purposes only, and shall not be given any substantive
effect. This Agreement has been created jointly by the
Parties, and no rule of construction requiring
interpretation against the drafter of this Agreement
shall apply in its interpretation.
22.8 Buyer shall not export any technical data received from
Nortel pursuant to this Agreement, or release any such
technical data with the knowledge or intent that such
technical data will be exported or transmitted to any
country or to foreign nationals of any country, except
in accordance with applicable U.S. law concerning the
exporting of such technical data. Buyer shall obtain all
authorizations from the U.S. government in accordance
with applicable law prior to exporting or transmitting
any such technical data as described above.
22.9 Any changes to this Agreement may only be effected if
agreed upon in writing by duly authorized
representatives of the Parties hereto. No agency,
partnership, joint venture, or other similar business
relationship shall be or is created by this Agreement.
22.10 Nortel will demonstrate that it has normal and customary
insurance coverage in reasonable levels to be agreed by
the Parties.
22.11 This Agreement, including the following Attachments ▇,
▇, ▇, ▇, ▇, ▇, ▇, ▇, ▇, ▇, ▇, ▇ and M, constitutes the
entire agreement of the Parties with respect to the
subject matter hereof.
NORTHERN TELECOM INC. TELIGENT, INC.
By: /s/ ▇. ▇. ▇▇▇▇▇ By: /s/ K.G. Pickle
--------------------- ----------------------
(Signature) (Signature)
Name: ▇.▇. ▇▇▇▇▇ Name: K.G. Pickle
------------------- --------------------
(print) (print)
Title: President Title: President
------------------ -------------------
Date: 12/11/97 Date: 12/11/97
------------------ -------------------
ATTACHMENT A
------------
DEFINITIONS
-----------
As used in the Agreement (as defined below), the following
initially capitalized terms shall have the following meanings:
"Adjunct Deliverables" shall be as defined in Section 2.1.2.
"Affiliate" shall mean Nortel's parent corporation,
Northern Telecom Limited and any corporation controlled directly
or indirectly by Northern Telecom Limited through the ownership
or control of shares or other securities in such corporation.
"Attachments" shall mean Attachments ▇, ▇, ▇, ▇, ▇, ▇, ▇,
▇, ▇, ▇, ▇, ▇ and M attached hereto, and any additional
Attachments which Nortel and Buyer subsequently agree in writing
shall be incorporated into, and made a part of the Agreement by
reference.
"Agreement" shall mean the Agreement to which this
Attachment is attached.
"Buyer" shall mean Teligent and any Strategic Partner
purchasing Core Deliverables hereunder.
"Confidential Information" shall be defined as in the
Nondisclosure Agreement, set forth in Attachment M.
"Core Deliverables" shall be as defined in Section 2.1.1.
"Critical Event" shall mean [redacted]
"Deliverables" shall collectively mean Core Deliverables
and Adjunct Deliverables.
"Documentation" shall mean the documents which Nortel
generally makes available to its customers containing
descriptive, operating, installation, engineering and
maintenance information for Core Deliverables, including
Specifications, as such documents may be amended from time to
time.
"Equipment" shall mean the hardware listed or otherwise
identified in, or pursuant to, Attachment G.
"Extension" shall mean Core Deliverables which are
engineered by Nortel and installed and which are added to an
Initial System after the Turnover of the Initial System.
"Finance Agreement" shall mean the Agreement to be entered
into between Nortel and Teligent under which Nortel shall
provide financing for the Deliverables.
"First Commercial System" shall mean the System installed
in the first city or metropolitan that becomes ready for
commercial service and consists of the following equipment:
[redacted], as more clearly defined in Attachment G.
"First Soak Period" shall mean [redacted]
"Hazardous Materials" shall mean any pollutants or
dangerous, toxic or hazardous substances (including, without
limitation, asbestos) as defined in, or pursuant to, the OSHA
Hazard Communication Standard (29 CFR Part 1910, Subpart Z), the
Resource Conservation and Recovery Act of 1976 (42 USC Section
6901, et seq.), the Toxic Substances Control Act (15 USC Section
2601, et seq.), the Comprehensive Environmental Response
Compensation and Liability Act (42 USC Section 9601, et seq.),
and any other federal, state or local environmental law,
ordinance, rule or regulation.
"Merchandise" shall mean any Hardware or other parts or
components which are not ordered as part of a System and with
respect to which no engineering, installation or other Services
are provided by Nortel.
"Node" shall mean the Teligent Node Models identified in
Attachment G.
"OEM Equipment" shall mean any non-Nortel branded products,
but not including Radio Products.
"Order" shall mean a written purchase order issued by Buyer
to Nortel. Each Order shall specify on the face of the Order
the types and quantities of Core Deliverables and/or Services to
be furnished by Nortel pursuant to the Order, the applicable
prices, charges and/or fees with respect to such Core
Deliverables and/or Services, Buyer's facility to which the Core
Deliverables are to be delivered, the delivery and/or completion
schedule, and any other information which may be required to be
included in an Order in accordance with the provisions of this
Agreement.
"Parties" shall mean Teligent, Inc. and Nortel.
"Post Termination Purchases" shall mean those purchases
described in Section 4.2.1.
"Preferred Supplier Status" shall be as defined in Section
19.1.
"Punch List" shall be as defined in Section 9.1.7
"Radio Products" shall those products identified as radio
products in Attachment G and supplied by a Teligent-Approved
Radio Vendor.
"Services" shall mean all engineering, installation and
integration, training and testing and other services listed or
otherwise identified in, or pursuant to this Agreement which may
be purchased from or provided by Nortel and which are associated
with the Core Deliverables.
"Software" shall mean (a) programs in machine-readable code
or firmware which (i) are owned by, or licensed to, Nortel or
any of its Affiliates, (ii) reside in Equipment memories, tapes,
disks or other media, and (iii) provide basic logic operating
instructions and user-related application instructions, and (b)
Documentation associated with any such programs which may be
furnished by Nortel to Buyer from time to time.
"Specifications" shall mean, with respect to any Core
Deliverables, the specifications identified in Attachment L.
Nortel shall have the right at its sole discretion to modify,
change or amend such specifications at any time, provided that
the capacity and parameter warranties are not degraded, the
provisions of Section 9.4 are retained, and the ATPs are not
modified, without Teligent's prior approval.
"Strategic Partner" shall mean any company designated by
Teligent through a formal Strategic Partnership Arrangement as
set forth in Section 1.4.2.
"Strategic Partnership Arrangement" shall mean any of the
conditions set forth in Section 1.4.2.
"Subsequent System" shall mean the System installed in any
new city or market, as may be configured by Buyer for that city
or market, usually consisting of [redacted]. More than one (1)
Subsequent Initial System may be installed in a given city or
market.
"Subsequent System Soak Period" shall mean a period of
[redacted] consecutive operational days without a Critical Event
due to Core Deliverables (but not due to Teligent's or a third
party's error) must be demonstrated in a Subsequent System.
"System" shall mean the First Commercial System and any
Subsequent System.
"Teligent Approved Radio Vendor" [redacted]
"Turnover" shall mean [redacted]
"Third Party Software Vendor" shall mean any supplier of
programs contained in the Software which is not an Affiliate of
Nortel.
ATTACHMENT B
------------
SOFTWARE LICENSE
----------------
1. Buyer acknowledges that the Software may contain
programs which have been supplied by, and are
proprietary to, Third Party Software Vendors. In
addition to the terms and conditions herein, Buyer
shall abide by any additional terms and conditions
provided by Nortel to Buyer with respect to any
Software provided by any Third Party Software Vendor.
2. Upon Buyer's payment to Nortel of the applicable fees
with respect to any Software furnished to Buyer
pursuant to this Agreement, Buyer shall be granted a
personal, non-exclusive, paid-up license to use the
version of the Software furnished to Buyer only in
conjunction with Buyer's use of the Equipment with
respect to which such Software was furnished for the
life of that Equipment as it may be repaired or
modified. Buyer shall be granted no title or ownership
rights to the Software, which rights shall remain in
Nortel or its suppliers.
3. As a condition precedent to this license and to the
supply of Software by Nortel pursuant to the
Agreement, Nortel requires Buyer to give proper
assurances to Nortel for the protection of the
Software. Accordingly, all Software supplied by
Nortel under or in implementation of the Agreement
shall be treated by Buyer as the exclusive property,
and as proprietary and a TRADE SECRET, of Nortel
and/or its suppliers, as appropriate, and Buyer shall:
a) hold the Software, including, without limitation,
any methods or concepts utilized therein in confidence
for the benefit of Nortel and/or its suppliers, as
appropriate; b) not provide or make the Software
available to any person except to its employees on a
'need to know' basis; c) not reproduce, copy, or
modify the Software in whole or in part except as
authorized by Nortel; d) not attempt to decompile,
reverse engineer, disassemble, reverse translate, or
in any other manner decode the Software; e) issue
adequate instructions to all persons, and take all
actions reasonably necessary to satisfy Buyer's
obligations under this license; and f) forthwith
return to Nortel, or with Nortel's consent destroy,
any magnetic tape, disc, semiconductor device or other
memory device or system and/or Documentation or other
material, including, but not limited to all printed
material furnished by Nortel to Buyer which shall be
replaced, modified or updated. The foregoing
restrictions shall not apply to the maintenance of the
Software by Teligent when Nortel no longer offers
support for such Software or any update thereto.
4. The obligations of Buyer hereunder shall not extend to
any information or data relating to the Software which
is now available to the general public or becomes
available by reason of acts or failures to act not
attributable to Buyer.
5. Buyer shall not assign this license or sublicense any
rights herein granted to any other party without
Nortel's prior written consent.
6. Buyer shall indemnify and hold Nortel and its
suppliers, as appropriate, harmless from any loss or
damage resulting from a breach of this Attachment B.
The obligations of Buyer under this Attachment B shall
survive the termination of the Agreement and shall
continue if the Software is removed from service.
ATTACHMENT C
------------
FAULT CLASSIFICATIONS
---------------------
As different types of problems require different levels of
reaction, a Nortel Priority Classification system is set up to
establish a relationship between the reported problems and appropriate
level of reaction and resolution. The Priority System is based upon
problem's direct or potential effect upon subscriber service. Each
reported problem is assigned priority rating accordingly.
The Priority System has five levels:
E1 Emergency: Severe Degradation or Outage
E2 Emergency: Potential Degradation or Outage
S1 Non-Emergency: Service-Affecting Problem
S2 Non-Emergency: Intermittently Service Affecting
NS Non-Service Affecting Problem
The resolution objective for E1 or E2 Emergency classification is
immediate and continuous assistance until the service level is
restored to pre-incident operation. For assistance in such E1 or E2
Emergency, please call [redacted]. The resolution objective for
non-emergency condition is to provide a status response in [redacted]
and solution to the problem in [redacted] for S1 Classification
or [redacted] for S2. The resolution objective for non-service affecting
condition is to provide a status response in [redacted] and a fix, if
applicable, will be scheduled for future standard hardware, software or
Documentation update or revision.
In the event that Nortel believes that other actions may be more
economically or strategically beneficial to the Buyer, Nortel may
recommend actions different from those described. In such case, the
Buyer will not unreasonably withhold its consent to such alternative
actions.
The following is a detailed description of priority ratings:
E1 - Emergency: Severe Degradation or Outage
i) System ceased call processing
ii) [redacted] or more subscribers out of service;
iii) [redacted] or more trunk circuits out of service;
E2 - Emergency: Potential Degradation or Outage
i) [redacted]
ii) [redacted]
S1 - Service Affecting Problem
i) Problems directly and continuously affecting
subscriber service, not specified under ▇▇ ▇▇ ▇▇;
ii) Problems that will seriously impair service after
in-service date;
S2 - Intermittently Service Affecting Problem
i) Software and hardware faults that only
intermittently affect service;
ii) Documentation errors that result service
impairments;
iii) Problems where operating company can show
significant impact upon plant and traffic operations
NS - Non-Service Affecting Problem
i) Service analysis, operational measurements, or
system-related Documentation inaccuracies that do
not affect call processing or revenue collection
capabilities;
ii) Non-service affecting software inconsistencies;
iii) Loss of test facilities for which manual procedures
or alternate test equipment can be readily
substituted.
ATTACHMENT D
------------
CORE DELIVERABLES SUPPORT
-------------------------
1. WARRANTY SUPPORT
Except for the items provided at no additional costs
specified in Section 19, the following terms apply to
Warranty Support:
1.1 Remote (off-site) Assistance
Technical support offered at no charge to Buyer during
the Warranty Period includes Remote (off-site)
assistance to Buyer's trained personnel in resolving
Core Deliverables operational and compatibility
problems.
Remote (off-site) assistance consists of one or more
of the following:
a) Over-the-phone consultations and guidance at
▇-▇▇▇-▇▇▇-▇▇▇▇.
b) Interrogation and analysis of systems over
data lines from Nortel's service facility.
(**Please note: If system access over data
lines is not provided by the customer,
regardless of the problem cause, support
charges may apply.)
c) Other activity directly related to problem
resolution, where Nortel travel is not
involved.
If after investigation, Nortel determines that the
problem was caused by equipment, software, or
conditions not attributable to Nortel then such
technical assistance shall be billable to Buyer in
accordance with Nortel's current rates and procedures
as set forth in Section 3 of this Attachment.
Calls to Nortel's service facilities during Nortel's
off-hours shall be limited to Core Deliverable
failures directly affecting service that Buyer could
not resolve by following standard troubleshooting
procedures, covered by NTPs.
1.2 Local (on-site) Assistance
Local (on-site) assistance by Nortel field engineers
is also available as part of the warranty support. To
qualify for Local (on-site) assistance without charge,
the following efforts must have been exhausted prior
to the field trip:
a) Buyer has determined that the Core
Deliverable is the source of the problem; and
b) Buyer was unable to resolve the problem by
using standard troubleshooting procedures
covered by applicable NTP's; and
c) Nortel 's engineer could not resolve the
problem remotely with full cooperation of
Buyer's personnel.
Local on-site assistance, provided at Buyer's request,
that does not meet above requirements is billable in
accordance with Nortel's current rates and procedures
as set forth in Section 3 of this Attachment. If
after investigation, Nortel determines that the need
for Local (on-site) assistance was not caused by the
Equipment, Software nor conditions attributable to
Nortel then, such technical assistance and associated
travel and living expenses shall be billable to Buyer
at Nortel's current rates and procedures as set forth
in Section 3 of this Attachment.
The following types of assistance fall outside the
scope of warranty support and are billable;
a. Local (on-site) assistance with system
verification and pre-service testing, where
required by the Buyer.
b. Local (on-site) assistance for Software upgrades,
where required by the Buyer.
c. Analysis to determine origins of the fault and
resolution of technical problems associated with
equipment or software not furnished by Nortel.
d. Non-emergency calls for technical assistance
during Service Center off-hours.
e. Consultation in excess of [redacted] on matters
that are adequately covered by standard
Documentation and/or for which training programs
are available, including Software upgrades.
2. OUT-OF-WARRANTY SUPPORT
Technical assistance as set forth in Section 1 of this
Attachment is available for out-of-warranty Equipment and
is billable at the current rates and procedures as set
forth in Section 1 of this Attachment.
3. TECHNICAL SERVICE RATES
All billable technical services are billed at hourly rate
plus expenses as defined herein.
Billable expenses include coach air travel, economy car
rental and mutually-agreed per diem meals and lodging costs
for Nortel's service representatives, if the job site is
more than [redacted] from the representative's normal place
of employment, and long distance telephone and data link
charges and other costs which are directly related to the
service effort. These expenses shall be augmented by
[redacted] handling and administration charge.
For Local (on-site) assistance service, both work and
travel time to the site are included and charged as
applicable. Minimum charge for Local (on-site) assistance
service is [redacted] plus expenses.
Minimum charge for Remote assistance service shall be one
(1) hour, billable according to the rate structure listed
below.
The following standard rates are in effect for these
procedures:
i) REGULAR WORKING HOURS (STD)- [redacted]
ii) OVERTIME 1 RATE (OT1) [redacted]
iii) OVERTIME 2 RATE (OT2)- [redacted]
Overtime may only be worked with Teligent's express
approval. Work required during Overtime periods
necessitated due to Nortel's or its contractor's acts,
errors or omissions, shall be billed only at Standard
rates.
Buyer's Local Time 0000 0800 16:30 2400
Midnight 8:00 a.m. 4:30 p.m. Midnight
MON-FRI OT1 STD OT1
SAT OT1 OT1
SUN/HOLIDAYS OT2
NOTE: Nortel observed holidays are: New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and the day after, and Christmas week.
The telephone number for the Broadband Technical Support
Group is as follows:
Non-Emergency Support: 1-800-ASK ▇▇▇▇(▇-▇▇▇-▇▇▇-▇▇▇▇)
Emergency Support: 1-800-ASK ETAS (▇-▇▇▇-▇▇▇-▇▇▇▇)
ATTACHMENT E
ADJUNCT DELIVERABLES
Adjunct Deliverables - Section 2.1.2
AC and DC power systems, including rectifiers and batteries
Grounding Systems
Antennas and Coax Cabling Systems
TCO Cabling & Cable Termination Equipment
HVAC Equipment
Stand-By Generators
Fire Protection Systems
Alarm Reporting & Monitoring Systems
Network Management Systems
Provisioning Systems
Billing Systems
Customer Care Systems
Fraud Management Systems
Voice Mail Equipment
Signal Transfer Point (STP) Equipment
Service Control Point (SCP) Equipment
AIN Platform Equipment & Software
Synchronization Equipment
DACS Equipment
Digital cross-connect (DSX) Equipment
Fiber cross-connect Equipment
Multiplex Equipment
Channel Bank Equipment
IP Network Platform Equipment
WAN Network Equipment
Point-to-Point Microwave Equipment
ATTACHMENT F
Future Deliverables - Section 4.4
Preamble: A number of questions have been raised on the measurement
methodology of many of the points below, and Nortel compliance will depend
on the determination of specific test plans which need to be agreed upon.
[redacted] renamed Proximity B product with availability as follows:
24B1.0 Gate 1B -[redacted]
24B2.0 General Availability -[redacted]
24B3.0 General Availability -[redacted]
The failure of Nortel to deliver the features described below by the date
indicated will result in a discount being applied as described in Section
4.4:
Description of Future Deliverable Discount Date
1
2 [redacted]
3
4
5
6
7
8
ATTACHMENT G
PRICING
The following models are as revised by Nortel through December
11, 1997.
Merchandise pricing is as presented by Nortel through November
25, 1997.
TCO component pricing is to be supplied, reflecting net prices.
Section 1: High Level Model Overview
-------------------------------------
[redacted]
In order to simplify ordering, Teligent equipment has been partitioned into
the following stock models for point to multi-point wireless networks. Each
model is described in detail in the following sections, pricing is at the
Teligent base level and does not include applicable volume discounts.
Additional models for point-point wireless networks are provided in
Appendix 1.
Services Matrix
---------------
Program Management I I I O
Engineering, Installation & Testing I I O O
Power plant (sufficient to Nortel equipment I I I N/A
On-line technical assistance I I I O
Delivery I N N N/A
I = Included, O = Optional, N = Not Included, N/A = Not Applicable
Items Excluded from All Models (except where otherwise stated)
-------------------------------------------------------------
- Ancillary equipment including but not limited to HVAC, DACS/DSX,
cable racks
- Applicable taxes
Section 2: Teligent Central Office Models
-----------------------------------------
TCO Base Model: [redacted]
--------------
A TCO start-up configuration to serve[redacted] voice lines assuming a
[redacted] concentration level. This model includes all necessary
DMS-500, AccessNode HDT and Power equipment:
- One (1) DMS-500 Switch
Including:
[redacted]
[redacted]
[redacted]
TCO Voice Expansion Model
-------------------------
[redacted] (when ordered and installed at the same time as TCO base model)
[redacted](when ordered and installed after the TCO base model)
-
This increases the TCO capability by [redacted] voice lines
assuming a [redacted] concentration level. This model includes all
necessary DMS-500, AccessNode HDT Power equipment. Since Passport
equipment also serves data requirements it is provided in a separate
model.
DMS-500 Switch Equipment
Including:
[redacted]
TCO Trunk Expansion Model
-------------------------
[redacted] when ordered and installed at the same time as TCO base
model)
[redacted] when ordered and installed after the TCO base model)
This increases the TCO capability by [redacted]. This model includes
the following:
[redacted]
TCO Passport Model (Phase 1): [redacted]
---------------------------
This model provides TCO Passport capability to serve voice and data lines by
[redacted] and includes the following:
[redacted]
Passport Spares Model (Phase 1): [redacted]
---------------------
Recommended spares kit (per TCO) contains the following:
[redacted]
TCO Passport Model (Phase 2): [redacted]
----------------------------
This model provides TCO passport capability to serve voice and data lines by
[redacted] using new development 2 port channelized DS3 card and includes
the following:
[redacted]
Passport Spares Model (Phase 2): [redacted]
------------------------------
spares kit (per TCO) contains the following:
[redacted]
TCO Passport Model (Phase 1): DS-3 to OC-3 Upgrade: [redacted]
---------------------------------------------------
[redacted]
Section 3: Teligent Node Models
-------------------------------
TN's are modeled in increments of [redacted]. The table below shows the
number of components required for each size of TN in terms of DS-1 capacity.
All models contain an MDS50 Power system equipped with 1 HELIOS 15 Amp
rectifier and [redacted] battery reserve (for full configured system -
820 w).
The provisioning rules are slightly different between Release 1 of the radio
and Release 2 (refer to the technical proposal) - there is no difference in
pricing between the two releases until the base station reaches a capacity of
[redacted].
Release 1 model
--------------
BRU per Sector
--------------
BSS
BSU
BMU
BRU
RSM [redacted]
Cable
Mounting
Bay
Power
Battery
Doc
---------
TN Price
BW in OS-1
---------
Release 2 model
--------------
BRU per Sector
--------------
BSS
BSU
BMU
BRU
RSM [redacted]
Cable
Mounting
Bay
Power
Battery
Doc
---------
TN Price
BW in OS-1
---------
Based on the final design, engineering configuration and optimization, the
Parties may agree that fewer component quantities may be required in the
Release 2 Models, commensurate with mutually agreed-upon price
reductions.
TN Spares Kit: [redacted]
------------------------
spares kit contains the following:
[redacted]
TN Options
----------
The following items provide options to the basic package. All prices are
incremental to the basic package.
TN Cabinet: [redacted]
----------------------
- 5" [redacted] Cabinet Packaging
TN OC-3 Interface: [redacted]
----------------------------
[redacted]
Section 4: Teligent Access Site Models
--------------------------------------
[redacted] TAS Model: [redacted]
--------------------
Installation: [redacted]
A start-up TAS configuration wired to serve [redacted] with rectifiers and
batteries sufficient for [redacted]. This model includes all necessary
AccessNode Express, Proximity-B Radio and Power equipment including:
[redacted]
96-Line TAS Model: [redacted]
------------------
Installation: [redacted] *********************
A start-up TAS configuration wired to serve * supplemental *
[redacted] lines. This model includes * exhibit - Diagram*
all necessary AccessNode Express, * filed in paper *
Proximity-B Radio and Power equipment * format on Form SE*
including: * *
* *
[redacted] * *
*********************
TAS POTS Line Cards:
--------------------
Each line card serves [redacted].
[redacted]
Upgrades
--------
The following items provide upgrades to
the basic package. All prices are
incremental to the basic package and
assume purchase and installation with
the basic package.
[redacted]
Appendix 1: Supplementary Models for Point-to-Point
---------------------------------------------------
Wireless Applications
---------------------
The following stock models add point to point wireless capability
to the models included in the previous sections.
[redacted]
Schedule and shipments:
----------------------
First Shipments of Point to Point systems are scheduled to begin on
[redacted]. Nortel understands Teligent's desire to ship in January and
will make every effort in conjunction with Teligent to improve upon the
existing timeline.
TCO Base M13 Model: [redacted]
------------------
Installation/SLAT:[redacted] (when installed at the same time as TCO
base model)
Optional Installation/SLAT: [redacted] (when installed after TCO
base model)
A start-up package containing [redacted] to terminate point-
point TN traffic at the TCO.
[redacted]
TCO M13 Expansion Model: [redacted]
-----------------------
Installation/SLAT: [redacted] installed at the same time as M13
base model)
Optional Installation/SLAT: [redacted] (when installed after the
M13 base model)[redacted] to terminate TN traffic at TCO.
[redacted]
TN Model (Pt-Pt) 8 DS1:[redacted] ( First availability [redacted])
----------------------
TN Spares Kit 8 DS1: [redacted] First availability [redacted])
-------------------
Optional SLAT (excluding installation and civil works):
[redacted] TN equipped with 4 DIU
Optional RF Planning: [redacted]/ link
Network management return path: $TBD
[redacted]
The TN cabinet includes:
[redacted]
TN Spares Kit 8 DS1: [redacted]
-------------------
Recommended spares kit per TN contains the following:
[redacted]
Optional RF Planning: [redacted]
--------------------
RF planning include the following activities that may either be
performed by Nortel or by a subcontractor under Nortel supervision.
[redacted]
Point to Point TAS Models
-------------------------
[redacted]
[redacted] Cabinet Configuration (Preliminary)
[redacted]
[redacted]: [redacted]( First availability [redacted])
Optional Installation/SLAT (excluding civil works and
travel): [redacted]
A start-up TAS configuration for a point to point wireless
application wired to serve [redacted] with rectifiers and
batteries sufficient for [redacted] (excluding line cards).
This model includes all necessary AccessNode Express,
Innova Radio and Power equipment including:
[redacted]
[redacted]: (First availability [redacted])
----------
Optional Installation/SLAT (excluding civil works and travel): [redacted]
A start-up TAS configuration for a point to point wireless
application wired to serve [redacted] excluding line cards).
This model includes all necessary AccessNode Express, Innova
Radio and Power equipment including:
[redacted]
TAS Line Cards:
--------------
Each line card serves one subscriber line.
- POTS Line Card: [redacted]
Supports loop start signaling and CLASS service.
- 2W Service Adaptive Station Line Card: [redacted]
supports special 2-wire office services such as ISDN, Meridian
Business Set (i.e. P-Phone) and CO/DOD PBX trunks.
- 2W Service Adaptive Office Line Card: [redacted]
supports special 2-wire office services such as DID PBX
Trunks and FXO lines.
Upgrades & Options
------------------
The following items provide upgrades to the basic package.
All prices are incremental to the basic package and assume
purchase and installation with the basic package.
- Duplicated Common Equipment: [redacted]
reduces the impact of equipment failures to one line.
- Cable Package: [redacted] Includes Connectors)
500 feet coax cables reel ▇▇▇▇▇▇ type 89913 Plennum,
to connect ▇▇▇ ▇▇ ▇▇▇.
- ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Power Inverter: [redacted]
Provides un-interuptable 120V ac for ancillary equipment.
Section 2 Merchandise and Components
to be completed
The component and merchandise pricing shown is from Nortel's
telefaxes of November 24 and 25, except that TCO component
pricing is to be revised to be net prices, not list prices.
CUSTOMER: Teligent
PROJECT: Merchandise Price List
CONFIGURATION: AccessNode Express
* Prices do not include additional [redacted] contract discount which will be
added at invoicing
PRODUCT PEC CPC UNIT
ITEM DESCRIPTION CODE CODE PRICE
---------------------------------------------------------------------------
#1.0 HOST DIGITAL TERMINAL
HDT EQUIPMENT
7' ABM Bay , No CDS pre-wiring NT4K03BB A0647794 [redacted]
Bottom Plate (Optional) NT4K13AA B0231568 [redacted]
ABM Bay Installation Kit NT4K0120 A0398539 [redacted]
ABM Bay Top Support /
Grounding Material ▇▇▇ ▇▇▇ [redacted]
Termination Plug NT7E5072 A0363083 [redacted]
Wrist Strap NPS50332-01L3 A0336175 [redacted]
Control Network Cable (1M) NT7E44JB A0365242 [redacted]
Control Network Cable (5M) NT7E44JC A0365243 [redacted]
Control Network Cable (10M) NT7E44JK A0394840 [redacted]
---------------------------------------------------------------------------
---------------------------------------------------------------------------
#2.0 COMMON EQUIPMENT SHELVES
Access Bandwidth Manager Shelf NT4K10AA B0231565 [redacted]
ABM Label Kit, English NT4K1022 A0397896 [redacted]
ABM Shelf Cover NT4K1033 A0394065 [redacted]
Breaker Interface Panel NT4K14AB B0239825 [redacted]
BIP Label Kit, English NT4K1422 A0397898 [redacted]
Breaker Interface Panel Cover NT4K1490 A0395045 [redacted]
Local Craft Access Panel NT4K16AA B0232290 [redacted]
Cooling Module NT4K17BA A0644781 [redacted]
Cooling Unit Shelf NT4K18BA A0644780 [redacted]
BIP -to- ABM Power Cable NT4K84BA A0375509 [redacted]
Cooling Unit Power Cable NT4K84CB A0398133 [redacted]
Cooling Unit Interface Cable NT4K85JA A0375511 [redacted]
BIP Control Cable NT4K85KA A0375512 [redacted]
---------------------------------------------------------------------------
---------------------------------------------------------------------------
#3.0 OPERATIONS CONTROLLER & S/W
OPC Module with Tape Drive NT7E24BC A0399043 [redacted]
Software Rel. AN14 NT4K90JA A0684788 [redacted]
Fiberworld Blank DAT Tape NT7E24TA A0379851 [redacted]
---------------------------------------------------------------------------
---------------------------------------------------------------------------
#4.0 SOFTWARE CERTIFICATES
AN14 Software Certificate NTG370AH A0679472 [redacted]
SuperNode Integration
AN10/11/12/14 NTG375AD A0627718 [redacted]
Data Direct (TR-303 CSC/DMS-100)
(AN12.31 mini NTG634AA A0663614 [redacted]
X.25 Interface NTG350AA A0405636 [redacted]
TL1 Generic Surveillance OS I/F NTG352AC A0627727 [redacted]
DS1 Protection Switching
(Reqd for HDT) NTG353AA A0405639 [redacted]
DS1 Performance Monitoring NTG620AA A0609080 [redacted]
Multi-Hosting NTG357AB A0410326 [redacted]
Standby OPC NTG372AA A0402363 [redacted]
High Speed Performance Monitor NTG373AB A0608836 [redacted]
Meridian Business Set Feature
Package NTG376AB A0409696 [redacted]
ISDN-U Integration ▇▇▇▇ ▇▇▇▇▇▇▇▇ A0608842 [redacted]
Enhanced Administration AN10 NTG378AD A0627719 [redacted]
Enhanced Maintenance ▇▇▇▇ ▇▇▇▇▇▇▇▇ A0608843 [redacted]
Network View Inventory NTG624AA A0609084 [redacted]
TR-08 Interface NTG625AA A0609085 [redacted]
TL1 Generic Provisioning OS I/F NTG626AC A0627725 [redacted]
CDS S/W RTU NTG368AC A0634208 [redacted]
---------------------------------------------------------------------------
---------------------------------------------------------------------------
#5.0 HDT COMMON EQUIPMENT
Processor Card NT4K52FA A0628692 [redacted]
Maintenance Interface Card NT4K53AC A0619177 [redacted]
Test Access Card NT4K54AA A0370303 [redacted]
Loopback Access Interface Car NT4K55CA A0661614 [redacted]
Transport Interface Card NT4K56AC A0409344 [redacted]
Face Plate 1 Assy, Passive
(Slots 30-45) NT4K5830 A0396781 [redacted]
Face Plate 2 Assy, Passive
(Slots 46-53) NT4K5840 A0396782 [redacted]
Alarm Relay Card NT4K64AA A0389031 [redacted]
TXC Card NT4K75AA A0617179 [redacted]
---------------------------------------------------------------------------
---------------------------------------------------------------------------
#6.0 HDT DS1 INTERFACE
DS1 Protection Bridge NT4K31AA A0389517 [redacted]
DS1 Input NT4K32AA A0389518 [redacted]
DS1 Output NT4K33AA A0389519 [redacted]
DS1 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ A0652867 [redacted]
---------------------------------------------------------------------------
---------------------------------------------------------------------------
#7.0 HDT TESTING
Integrated Test Bypass Pair Card NTN516AA A0666004 [redacted]
Auxiliary Shelf NTN556AA A0666007 [redacted]
Aux Mounting Bracket NTN55650 A0669059 [redacted]
ITBP HDT Cable NTN558CD A0679757 [redacted]
Power Cable NTN559NA A0689038 [redacted]
Single Shielded Twisted Pair
Cable R0113753 R0113753 [redacted]
---------------------------------------------------------------------------
---------------------------------------------------------------------------
#8.0 HDT EXTERNAL CABLING
Main Power Cable, UL/CSA (35') NT4K84UA A0399780 [redacted]
ABM DS1 Cable (50') NT4K85HH A0401069 [redacted]
9/25-Pin User Interface
Cable (5M) NT7E44EA A0365239 [redacted]
Parallel Telemetry Cable (30M) NT4K85GA A0375504 [redacted]
OPC Cable (Port B) ▇▇ ▇▇▇▇▇▇▇▇ A0394185 [redacted]
---------------------------------------------------------------------------
---------------------------------------------------------------------------
#9.0 ANX REMOTE WALL/ FLOOR/ BAY MOUNT TERM
Mounting
--------
25" ANX Enclosure NTN473BA A0675628 [redacted]
ANX Enclosure Top Cover NTN47390 A0673315 [redacted]
Universal L-Frame NTN474AA A0651712 [redacted]
Shell Shelf with Installation
Kit NTN550AA A0666006 [redacted]
Aux Mounting Bracket NTN55650 A0669059 [redacted]
7'0" Bay Assembly NT7E70AA A0364959 [redacted]
ABM Bay Top Support / Grounding
Material ▇▇▇ ▇▇▇ [redacted]
Air Deflectors - VM NTN55040 A0665980 [redacted]
Air Deflectors - DM NTN55044 A0680159 [redacted]
Air Deflector, Full Width NTN55045 A0680161 [redacted]
Auxiliary Shelf
---------------
Auxiliary Shelf NTN556AA A0666007 [redacted]
Mini-250/48V Power Supply NTN559JA A0680567 [redacted]
Mini-500/48V Power Supply NTN559HA A0680566 [redacted]
Mini-500 48V Rectifier Module NT5C15AA A0638309 [redacted]
Remote Power Cable, 10 ft NTN55645 A0679756 [redacted]
Integrated Test Bypass Pair
(ITBP) Card NTN516AA A0666004 [redacted]
ITBP Intershelf Cable, 6 ft NTN558CA A0673312 [redacted]
ITBP Intershelf Cable, 50 ft NTN558CB A0678054 [redacted]
ITBP Intershelf Cable, 150 ft NTN558CC A0678055 [redacted]
ITBP Intershelf Cable,
18 inches NTN558CF A0687426 [redacted]
Single Shielded Twisted
Pair Cable R0113753 R0113753 [redacted]
Miscellaneous
-------------
PC GUI Software NTN591AA A0684432 [redacted]
ANX Software ▇▇▇ ▇▇▇▇▇▇▇▇ A0684431 [redacted]
DS1 Cable, 6 pr 26 awg, 50 ft NTN558AA A0673310 [redacted]
DS1 Cable, 6 pr 26 awg, 6 ft NTN558AB A0675633 [redacted]
50-pair VF Cable (10') NTN558DA A0679776 [redacted]
50-pair VF Cable (50') NTN558DB A0679778 [redacted]
50-pair VF Cable (150') NTN558DC A0679779 [redacted]
100-pair VF Cable (10') NTN558EA A0679780 [redacted]
100-pair VF Cable (50') NTN558EB A0679781 [redacted]
100-pair VF Cable (150') NTN558EC A0679782 [redacted]
6' Extension VF Cable NTN558HA A0684697 [redacted]
25-pair VF Cable (50') NTN558HB A0684698 [redacted]
25-pair VF Cable (100') NTN558HC A0684699 [redacted]
Spares
------
Mini-500 48V DC Distribution NT6C34DB A0643608 [redacted]
Mini-500 48V Controller Assy NT6C34CA A0643606 [redacted]
I/O Module for 48L VM NTN555AA A0664182 [redacted]
---------------------------------------------------------------------------
---------------------------------------------------------------------------
#10.0 BATTERY BACKUP OPTION
---------------------
18" ANX Enclosure NTN473AA A0651539 [redacted]
ANX Enclosure Top Cover NTN47390 A0673315 [redacted]
Battery Kit (Cables,
Tray and Bracket) NTN559KA A0680568 [redacted]
▇▇▇▇▇▇▇-Controls TEL12-45
Battery A0672263 A0672263 [redacted]
---------------------------------------------------------------------------
---------------------------------------------------------------------------
#11.0 TRANSPORT OPTIONS
-----------------
18" ANX Enclosure NTN473AA A0651539 [redacted]
ANX Enclosure Top Cover NTN47390 A0673315 [redacted]
Westcom T-1 Repeater Shelf
Model 3192 A0368502 A0368502 [redacted]
OC-1 Fiber Shelf [redacted]
Kit, 28 DS1 Test Panel NTN559AA A0675991 [redacted]
Kit, 28 DS1 Test + DSX Field NTN559BA A0675992 [redacted]
Kit, DSX3 Chassis Module
and cable NTN559CA A0678690 [redacted]
Kit, 28 DS1 Wire Wrap Field NTN559DA A0678691 [redacted]
Fiber Splice Tray NTN559EA A0678692 [redacted]
---------------------------------------------------------------------------
---------------------------------------------------------------------------
#12.0 DATA MODULE EQUIPMENT
Common Equipment
----------------
Kit, DM + Common Equipment NTN601AA A0681135 [redacted]
NTN601AA Includes equipment with *
*Data Module Chassis NTN605AA A0675651 [redacted]
Data Module Pwr Supply NTN610AA A0675653 [redacted]
*Data Chassis Power Cable NTN606AA A0675684 [redacted]
Data Module Power Cable (4FT) NTN606BA A0682687 [redacted]
Data Module Power Cable (5FT) NTN606CA A0682688 [redacted]
Interface Card
--------------
*8 T1/E1 IF, 128k NVRAM NTN620AA A0675655 [redacted]
CPU Cards & Firmware
--------------------
*CPU Card XCON (5.x) NTN621AA A0675656 [redacted]
*Firmware, CPU Host Ver.5.0 NTN62141 A0681136 [redacted]
Firmware, CPU Host Ver.5.1 NTN62142 A0684429 [redacted]
TCP/IP/SNMP Telnet/SNMP (s/w) NTN62131 A0682593 [redacted]
WAN Interface Cards and Personality Modules
-------------------------------------------
WAN Card, 1 x T1/E1 NTN622AA A0675657 [redacted]
WAN Card, 2 x T1/E1 NTN622BA A0675659 [redacted]
HDSL Card, 2 x T1/E1 HDSL NTN622CA A0675660 [redacted]
WAN Card Module - DSX/CEPT
Line Interfac NTN624AA A0675661 [redacted]
WAN Card Module - CSU Line
Interface NTN624BA A0675662 [redacted]
WAN Card Module - HDSL Line
Interface NTN624CA A0675663 [redacted]
User Interface Cards
--------------------
E&M/TO Card 2-wire, 8 ports NTN630AA A0675664 [redacted]
E&M/TO Card 4-wire - Extended
Range, 4 p NTN630BA A0675665 [redacted]
▇▇▇ Card 2 - port w/ RS-530
(DB25) NTN631AA A0675666 [redacted]
▇▇▇ Card 2 - port w/ V.35
(DB25) NTN631BA A0675667 [redacted]
▇▇▇ Card 2 - port w/ RS-530/V.35
& RS366 NTN631CA A0675668 [redacted]
▇▇▇ Card 4 - port w/ RS-530/V.35
(DB26) NTN631DA A0675669 [redacted]
SRU Card, 10-port NTN632AA A0675670 [redacted]
FRAD Card, 10-port, RS-232,
HDLC and Syn NTN633AA A0675671 [redacted]
OCU-DP Card 10-Port NTN634AA A0675672 [redacted]
DSO-DP Card, 4-ports NTN635AA A0675675 [redacted]
BRI "S/T" Card 8-port, 4-wire NTN636CA A0675678 [redacted]
Single Port Kit v.25 NTU
(20/Pack) NTN654AA A0682591 [redacted]
Installation Kit FOR SERIES
2560 NTU NTN654BA A0683656 [redacted]
Server Cards
------------
ISDN PRI Server, 2 PRI Channels ?
wasn't incl on P NTN640AA A0675679 [redacted]
ACS Card, Frame Relay NTN641AA A0675680 [redacted]
ACS Card, MCC NTN641BA A0675681 [redacted]
ACS Card, ATM DS3 NTN641CA A0675682 [redacted]
ATM Concentrator V1.1 (f/w) NTN64161 A0682597 [redacted]
Frame Relay Server V1.5 (f/w) NTN64141 A0682594 [redacted]
MCC Firmware Ver 1.0 NTN64151 A0682596 [redacted]
MCC Firmware Ver 1.1 NTN64152 A0684430 [redacted]
Other Cards
-----------
Steel Filler Panel NTN611AA A0675652 [redacted]
External Alarms, 4-port,
4 inputs & 4 outputs NTN612AA A0675654 [redacted]
BRI NTU [redacted]
HDSL NTU [redacted]
Cables
------
1 Amp (M) to bare end, 6 ft NTN650AA A0675685 [redacted]
2 Amp (M) to bare end, 25 ft NTN650BA A0675686 [redacted]
RJ-48(M) to DB25(M) VT-100
cable, 15 ft. NTN650CA A0675687 [redacted]
Gndr chgr: DB25/DB25 NTN650DA A0675688 [redacted]
RJ-48 to open end, 10 ft NTN650EA A0675689 [redacted]
DB26(M) to M34(F) Straight-thru,
6-ft NTN651AA A0675690 [redacted]
DB26(M) to M34(M) Straight-thru,
6-ft NTN651BA A0675691 [redacted]
DB26(M) to DB26(F) V.35 ext'n,
25 ft NTN651CA A0675693 [redacted]
DB25(M) to M34(F) Straight-thru
V.35 cab NTN651DA A0675694 [redacted]
DB25(M) to M34(M) Straight-thru
V.35 cab NTN651EA A0675695 [redacted]
DB15(M) to DB25(F) RS366 s
traight-thru, NTN651FA A0675696 [redacted]
RJ48(M) to DB25(F) Straight-thru,
6-ft, NTN652AA A0675697 [redacted]
RJ48(M) to DB25(F) Straight-thru,
6-ft NTN652BA A0675699 [redacted]
RJ48(M) to DB25(M) Straight-thru,
6-ft NTN652CA A0675701 [redacted]
RS530 to V.35 Converter NTN653AA A0675702 [redacted]
RS530 to RS232 Converter NTN653BA A0675703 [redacted]
DB25(M)-to-DB25(M), RS530
Gender Chgr NTN655AA A0721086 [redacted]
▇▇▇-▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ A0721087 [redacted]
▇▇▇-Trunk, DCE NTN656BA A0721088 [redacted]
Personality Module 1252 Cable NTN656CA A0721089 [redacted]
---------------------------------------------------------------------------
--------------------------------------------------------------------------
#13.0 VOICE MODULE EQUIPMENT
48 Line Voice Module (VM) NTN551AA A0673309 [redacted]
Common Equipment
----------------
Controller (Processor) NTN510AA A0664179 [redacted]
PSURA (Power Supply/Ring Amp) NTN501AA A0664181 [redacted]
TBF (Talk Battery Filter for 96L) NTN515AA A0666002 [redacted]
ITU (Internal Test Unit) NTN511AA A0664180 [redacted]
Line Cards
----------
Omega 2W Station Line Card NT4K67AC A0407068 [redacted]
Omega 2W Office Line Card NT4K68AA A0367099 [redacted]
Omega 4W Line Card NT4K69AA A0367100 [redacted]
2-Wire Manual Ringdown Line NT4K78AA A0397226 [redacted]
UVG Station Line Card NT4K79AB A0618283 [redacted]
Epsilon II (POTS Only) NTN502AA A0665474 [redacted]
---------------------------------------------------------------------------
---------------------------------------------------------------------------
#14.0 ANX REMOTE TERMINAL, OSP
ANX ModCab
----------
ANX standard OSP (Evergood ▇▇▇) ▇▇▇▇▇▇▇▇ A0675994 [redacted]
▇▇▇▇▇▇▇-Controls TEL12-45 Battery A0672263 A0672263 [redacted]
Mini-500/48V Power Supply NTN559HA A0680566 [redacted]
Mini-500 48V Rectifier Module NT5C15AA A0638309 [redacted]
Auxiliary Shelf NTN556BA A0678056 [redacted]
Cabinet Mounting
----------------
Anchor Plate Assy Kit NTN57016 A0679771 [redacted]
Shim Kit A0667167 A0667167 [redacted]
Pole Mount Kit A0688549 A0688549 [redacted]
Power Pedestal/Load Box Options
-------------------------------
Power Ped, 100Amp, UL, ▇▇▇▇▇▇▇,
Sgl Ph A0659135 A0659135 [redacted]
Power Ped, 100A, UL, ▇▇▇▇▇▇ Hds,
Sgl Ph A0659138 A0659138 [redacted]
Power Ped, 100A, CSA, ▇▇▇▇▇▇ Hds,
Sgl Ph A0659253 A0659253 [redacted]
Disc Module (Load Box), 100A A0659143 A0659143 [redacted]
Power ▇▇▇, ▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇,
▇▇▇ Ph w A A0672175 A0672175 [redacted]
Internal ATS Disconnect Upgrade
Kit A0672177 A0672177 [redacted]
Protector Blocks/Modules
------------------------
100-pair HF Prot Block 3M ▇▇▇ ▇▇▇▇▇▇▇▇ B0247186 [redacted]
100-pair HF Prot Block AT&T 710 NT3W30DA B0247187 [redacted]
100-pair VF Prot Block 3M ▇▇▇ ▇▇▇▇▇▇▇▇ B0247511 [redacted]
100-pair VF Prot Block AT&T 710 NT3W30RA B0247512 [redacted]
100-pair VF Prot Block -to-
Reliant BP NT3W30LA B0247507 [redacted]
Binding Post Mounting Bracket P0843862 P0843862 [redacted]
Binding Post Test Probe A0663883 A0663883 [redacted]
Blue Label Binding Post Kit R0117879 R0117879 [redacted]
Green label Binding Post Kit R0117881 R0117881 [redacted]
50-pair Binding Post -to- 3M ▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇ B0247194 [redacted]
50-pair Binding Post -to- 3M MS2,
Short NT3W31NA B0247421 [redacted]
50-pair Binding Post -to- AT&T 710,
Long NT3W31BA B0247201 [redacted]
50-pair Binding Post -to- AT&T 710,
Short NT3W31PA B0247422 [redacted]
Binding Post Test Kit NT3W50AG B0248379 [redacted]
100-pair Prot Block -to- Nortel BIX NT3W30NA B0247509 [redacted]
Nortel BIX Mounting Bracket P0843861 P0843861 [redacted]
Blue Label Nortel BIX Kit P0859944 P0859944 [redacted]
25-pair Nortel BIX Block -to- 3M
▇▇▇ ▇▇▇▇▇▇▇▇ B0247195 [redacted]
25-pair Nortel BIX Block -to-
AT&T 710 NT3W31HA B0247203 [redacted]
400V 7A Fail Short Gas, Black,
Tin Pins 303-0750 A0312598 [redacted]
300V SS Prot, Black, Gold Pins 303M-11A1G0 A0341959 [redacted]
300V SS Prot, Black, Tin Pins 303M-11A1TO A0341961 [redacted]
300V SS w/Heat Coils Prot, Black,
Tin Pins 303M-12A1TA A0353718 [redacted]
240V SS Prot, Black, Tin Pins 303M-11A1KO A0342431 [redacted]
400V 9A Fail Short Gas, Red,
Tin Pins 303-0970 A0298238 [redacted]
300V SS Prot, Red, Gold Pins 303M-11A3G0 A0341960 [redacted]
300V SS Prot, Red, Tin Pins 303M-11A3TO A0341962 [redacted]
300V SS w/Heat Coils Prot, Red,
Tin Pins 303M-12A3TA A0353719 [redacted]
240V SS Prot, Red, Tin Pins 303M-11A3KO A0342434 [redacted]
---------------------------------------------------------------------------
---------------------------------------------------------------------------
#15.0 ANX-MODCAB TRANSPORT OPTIONS
T1/HDSL Repeaters
-----------------
Westcom Repeater Kit w/ Cables NTN575BA A0679784 [redacted]
Fuse & Alarm Repeater Module 3192-9F A0368064 [redacted]
Power Office Repeater Module NPS5097702L1 A0368063 [redacted]
Cut-Thru Repeater Module 3192-9C A0368065 [redacted]
Bridge Office Repeater Module 3192-9B A0368066 [redacted]
Remote Testing Adapters
-----------------------
ITBP Adapter Kit NTN576AA A0679790 [redacted]
4Tel RMU Wiring harness kit NTN576BA A0679791 [redacted]
---------------------------------------------------------------------------
---------------------------------------------------------------------------
#16.0 DOCUMENTATION
AN14 NTP'S on Paper NT4K00GB A0688333 [redacted]
AN14 NTP's on CD-ROM NT4K00GP A0685487 [redacted]
AN14 Quick Reference Guide NT4K00JG A0688808 [redacted]
AN14 Planning Guide NTR410GA A0681055 [redacted]
ANX Data Module Users Guide NTN680AA A0684433 [redacted]
ABM Bay Installation Guide P0833108 P0833108 [redacted]
ANX Maintenance Guide P0873660 P0873660 [redacted]
ANX Ordering Guide P0873662 P0873662 [redacted]
PC-GUI Users Guide P0873663 P0873663 [redacted]
ANX-ModCab Installation Guide P0871629 P0871629 [redacted]
ANX VM Quick Ref Guide P0876010 P0876010 [redacted]
ANX Wall Mt Quick Ref Guide P0876011 P0876011 [redacted]
ANX Data Module Quick Ref Guide P0875696 P0875696 [redacted]
---------------------------------------------------------------------------
NORTEL MAGELLAN
---------------
North American ($US) Prices
--------------------------------------------------------------
HARDWARE North American
Unit Price ($US)
--------------------------------------------------------------
Packages (Model 160):
--------------------------------------------------------------
--------------------------------------------------------------
AC Seismic Cabinet Package QMY733B [redacted]
DC Seismic Cabinet Package QMY734B [redacted]
Seismic Cabinet NTFN23XX [redacted]
Anchoring Kit QMY709X [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Passport Shelf - AC Power (16 slot) NTBP05XX [redacted]
Passport Shelf - DC Power (16 slot) NTBP64XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Packages (Model 50):
-------------------
AC Rack Mount Package QMY725X [redacted]
AC Stand-alone Package QMY726X [redacted]
AC Stand-alone Package with Covers QMY727X [redacted]
DC Rack Mount Package QMY728X [redacted]
DC Standalone Package QMY729X [redacted]
DC Standalone Package with Covers QMY730X [redacted]
Model 50 Shelf Assembly NTEP39XX [redacted]
Left Bus Terminator Assembly NTEP05XX [redacted]
Shelf Assembly with Cooling Unit Only NTEP06XX [redacted]
Right Bus Terminator NTBP10XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Packages (Model 50 with CFP1 Base Package Types):
------------------------------------------------
AC Rack Mount Package (with CFP1) QMY731X [redacted]
DC Rack Mount Package (with CFP1) QMY732X [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Packages (Model 30 with CFP1 Base Package Types):
------------------------------------------------
Passport Model 30 Base Package
(with CFP1) QMY435X [redacted]
Passport Model 30 N. American Voice Package
(with CFP1) QMY436X [redacted]
Passport Model 30 European Voice Package
(with CFP1) QMY437X [redacted]
Model 30 Shelf Assembly NTHQ01X [redacted]
Desk Top Kit NTHQ05XX [redacted]
Vertical Mount Kit NTHQ08XX [redacted]
Rack Mount Kit NTHQ04XX [redacted]
Rear Fanout Mount Kit NTHQ09XX [redacted]
Cable Management Unit NTHQ10XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
FPs and Interfaces (Model 160, Model 50 and Model 30)
-----------------------------------------------------
Control Processor (Model 160 and
Model 50) NTBP12XX [redacted]
Control Function Processor (CFP1,
for Model 50 and Model 30) NTFP61XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Eight-port V.35 FP,16M NTFN46XX [redacted]
Eight-port V.35 FP,32M NTFN73XX [redacted]
Eight-port V.11 FP,16M NTFN45XX [redacted]
Eight-port V.11 FP,32M NTFN49XX [redacted]
Four-port DS1 FP, 16M NTFN47XX [redacted]
Four-port E1 FP, 16M NTFN48XX [redacted]
Four-port Channelized DS1 FP 16M NTFN52XX [redacted]
Four-port Channelized DS1 FP 32M NTFL04XX [redacted]
Four-port Channelized E1 FP 16M NTFN57XX [redacted]
Four-port Channelized E1 FP 32M NTFK01XX [redacted]
Eight-port DS1 Unch. FP, 16M NTFN56XX [redacted]
One-port DS3 FP16M NTFN71XX [redacted]
One-port DS3 FP32M NTFN50XX [redacted]
One-port E3 FP,16M NTFN51XX [redacted]
One-port HSSI FP,16M NTFN58AA [redacted]
One-port DS3 Channelized, 32M FP NTFP67XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Three-port DS1 ATM FP NTFP30XX [redacted]
Three-port E1 ATM FP NTFP32XX [redacted]
Four-port DS1 AAL1 CES FP NTFP80XX [redacted]
Four-port E1 AAL1 CES FP NTFP82XX [redacted]
Eight-port DS1 ATM UNI/IMA FP NTFN14XX [redacted]
Eight-port E1 ATM UNI/IMA FP NTFN16XX [redacted]
Three-port E3 ATM FP NTFP17XX [redacted]
Three-port DS3 ATM FP NTFP18XX [redacted]
Three-port OC3/STM-1 ATM Multimode FP NTFP16X [redacted]
Three-port OC3/STM-1 ATM Singlemode FP NTFP38XX [redacted]
Two-port 6 Mbps ATM FP NTFP58XX [redacted]
Four-port AAL1 FP NTFP80XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Four-port Token Ring FP,16M NTFN42XX [redacted]
Six-port Ethernet FP,16M NTFN59XX [redacted]
ILS Forwarder FP NTFN18XX [redacted]
One-port FDDI Multimode FP,16M NTFN61XX [redacted]
One-port FDDI Singlemode FP,16M NTFN60XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
One-port TTC2M Voice FP NTBP96XX [redacted]
One-port DS1 Voice FP NTFP41XX [redacted]
One-port E1 Voice FP NTFP43XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Blank Function Processor Face Plate
(PP160 and PP50) NTBP23XX [redacted]
Blank Power Converter Face Plate
(PP160) NTBP51XX [redacted]
Blank Power Converter Face Plate (PP50)NTEP41XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Power Supply
------------
AC Power Converter (Model 160) NTBP09XX [redacted]
DC Power Converter (Model 160) NTBP52XX [redacted]
AC Power Converter (Model 50) NTEP26XX [redacted]
DC Power Converter (Model 50) NTEP27XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Power Cords (Model 160 & 50)
---------------------------
AC Power Cord - N.A., Thailand, Korea,
aiwan and CALA (excl. Argentina) NTFP83XX [redacted]
AC Power Cord - Japan NTFP84XX [redacted]
▇▇ ▇▇▇▇▇ ▇▇▇▇ - ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ [redacted]
AC Power Cord - Continental Europe and
Indonesia NTFP86XX [redacted]
AC Power Cord - Australia, New Zealand,
China, and Argentina NTFP87XX [redacted]
AC Power Cord - Switzerland NTFP88XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Seismic Cabinet Components
--------------------------
Configured Seismic Cabinet Assembly
(AC Power) NTFN26XX [redacted]
Configured Seismic Cabinet Assembly
(DC Power) NTFN32XX [redacted]
Seismic Cabinet NTFN23XX [redacted]
Seismic Cabinet Mounting Rail Kit NTFN36XX [redacted]
Seismic Cabinet Anchoring Kit NTFN37XX [redacted]
Seismic Shelf Mounting Collar Kit NTFN38XX [redacted]
Door Alarm Cable NTBP42XX [redacted]
External Alarm Board NTBP69XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Cabinet Components (Model 50)
-----------------------------
Front/Rear Cover Kit NTEP19XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Cooling Unit Assembly (Model 160)
---------------------------------
Cooling Unit NTBP07XX [redacted]
Air FilterNTBP0702[redacted]
Cooling ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Cooling Components (Model 50)
-----------------------------
Air Filter Replacement Pad A0626924 [redacted]
Cooling Unit Door Assembly NTEP13XX [redacted]
Cooling Unit Assembly NTEP14XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Termination Panels (Model 160 and Model 50)
--------------------------------------------
V.35 Termination Panel (2 units high) NTBP53XX [redacted]
DS3/E3 Termination Panel (1 unit high) NTBP99AA [redacted]
V.35 Termination Panel (1 units high) NTFP08AA [redacted]
V.11 Termination Panel (1 units high) NTFP09AA [redacted]
DS1/E1 Balanced Termination Panel
(1 units high) NTFP10AA [redacted]
E1 Unbalanced Termination Panel
(1 units high) NTFP11AA [redacted]
Ethernet Fanout Panel (Passport 160) NTFP23XX [redacted]
DS3/E3 ATM Termination Panel
(Passport 160) NTFP99AA [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Termination Panels (Model 50 only)
----------------------------------
Integrated V.35 Termination Panel NTEP21XX [redacted]
Integrated V.11 Termination Panel NTEP22XX [redacted]
Integrated DS1/E1 Balanced Termination
Panel NTEP23XX [redacted]
Integrated E1 Unbalanced Termination
Panel NTEP24XX [redacted]
Integrated DS3/E3 Balanced Termination
Panel NTEP37XX [redacted]
Integrated Ethernet Fanout Panel NTEP42XX [redacted]
Integrated FDDI Fanout Panel NTEP46XX [redacted]
DS3/E3 ATM Termination Panel
(Passport 50) NTEP53AA [redacted]
CFP1 V.35 Termination Panel NTFN06XX [redacted]
CFP1 V.11 Termination Panel NTFN05XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Cable Management Unit (Model 160) NTBP08XX [redacted]
Cable Management Unit (Model 30) NTBP10XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Cables (Models 160, 50 and 30)
-----------------------------
Passport to DPN Interconnect Cable
(5M) NTFP21AA [redacted]
Passport to DPN Interconnect Cable
(10M) NTFP21AB [redacted]
DCE V.24 Operator Cable NTBP25XX [redacted]
DS1 Termination Panel Cable (3M) NTBP27AA [redacted]
DS1 Termination Panel Cable (15M) NTBP27AB [redacted]
E1 Termination Panel Cable (3M) NTBP28AA [redacted]
E1 Termination Panel Cable (15M) NTBP28AB [redacted]
V.35/V.11 Termination Panel Cable (3M) NTBP29CA [redacted]
V.35/V.11 Termination Panel Cable
(10M) NTBP29CB [redacted]
V.35/V.11 Termination Panel Cable
(15M) NTBP29CC [redacted]
Grounding Cable NTBP63XX [redacted]
Shelf Alarm Interconnect Cable NTBP73XX [redacted]
Ethernet Cable (3M) (Passport
160 only) NTFN03XX [redacted]
Ethernet Cable (15M) (Passport
160 only) NTFN04XX [redacted]
DS3/E3 Termination Panel Cable (3 M) NTFP19AA [redacted]
DS3/E3 Termination Panel Cable (15 M) NTFP19AB [redacted]
DS3/E3 Termination Panel Cable w/Ferrite
(3 M) NTFP19AD [redacted]
DS3/E3 Termination Panel Cable w/Ferrite
(15 M) NTFP19AE [redacted]
DS3/E3 Interface Cable (3 M) NTFP20AA [redacted]
DS3/E3 Interface Cable (15 M) NTFP20AB [redacted]
DS3/E3 ATM Termination Panel Control
Cable (1M) NTFP52AA [redacted]
DS3/E3 ATM Termination Panel Control
Cable (3M) NTFP52AB [redacted]
DS3/E3 ATM Termination Panel Control
Cable (15M) NTFP52AC [redacted]
DS1 Termination Cable (3M)
(8 port DS1 FP) NTFP69AA [redacted]
DS1 Termination Cable (15M)
(8 port DS1 FP) NTFP69AB [redacted]
HSSI null modem cable (3M) NTFP94AA [redacted]
HSSI null modem cable (50') NTFP95AA [redacted]
HSSI 1:1 cable assembly (3M) NTFP96AA [redacted]
HSSI 1:1 cable assembly (50') NTFP97AA [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Cables (Model 50 only)
---------------------
DS1 Integrated Termination Panel
Cable (32") NTEP01XX [redacted]
E1 Integrated Termination Panel
Cable (32) NTEP02AA [redacted]
E1/E1V/DS1/DS1V Integrated Termination
Panel Cable (1M) NTEP02BA [redacted]
V.35/V.11 Integrated Termination Panel
Cable (1M) NTEP03CA [redacted]
V.35/V.11 Integrated Termination Panel
Cable (1M) - also used for ▇▇▇▇ ▇▇▇▇▇▇▇▇ [redacted]
FDDI Fiber Optic Cable NTFN01XX [redacted]
Ethernet Cable (1M) NTFN02XX [redacted]
DS3/E3 Termination Panel Cable (1 M) NTFP19AC [redacted]
DS3/E3 Termination Panel Cable
w/Ferrite (1M) NTFP19AF [redacted]
DS3/E3 Interface Cable (0.8 M) NTFP20AC [redacted]
DS1 Termination Cable (30)
- Passport 50 NTFP70AA [redacted]
DS1 Termination Cable (36")
- Passport 50 NTFP70AB [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Cables (Model 30 only)
---------------------
Ferrite Bead Cable (for CFP1
LAN ports) NTHQ11XX [redacted]
V.35/V.11 Integrated Termination
Panel (1M) - also used for ▇▇▇▇ ▇▇▇▇▇▇▇▇ [redacted]
E1/E1V/DS1/DS1V Integrated Termination
Panel Cable (1M) NTEP02BA [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Mounting Kits
-------------
Rack Mounting Kit NTEP17XX [redacted]
Standalone Mounting Kit NTEP40XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Miscellaneous Items
-------------------
Air Filter Pad (Model 160) A0383866 [redacted]
Model 160 Anchoring Kit QMY709 X [redacted]
Antistatic Wriststrap (Model 160
and 50) A0378999 [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Base Software
-------------
Passport 160 Base Software NTJ200XX [redacted]
Passport 50 Base Software NTJ212XX [redacted]
Passport 30 Base Software NTJ230XX [redacted]
CFP1 Software NTJ226AE [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Routing Software
----------------
Path Oriented Routing Software NTJ206XX [redacted]
Connectionless Routing Software NTJ203XX [redacted]
Application Software
--------------------
DPN Gateway Software NTJ201XX [redacted]
Passport- Network Trunk Software NTJ202XX [redacted]
Frame Relay UNI Software NTJ204XX [redacted]
Frame Relay NNI Software NTJ205XX [redacted]
Frame Relay UNI SVC Software NTJ222XX [redacted]
Frame Relay / ATM PVC Service
Interworking NTJ227XX [redacted]
Frame Relay Trace Software NTJ228AE [redacted]
ATM Software NTJ214XX [redacted]
Networking Protocols (ECMA & QSIG) NTJ225XX [redacted]
Voice Transport Service Software NTJ207XX [redacted]
Voice Compression Software NTJ208XX [redacted]
Voice Networking Software NTJ224XX [redacted]
Lan Protocols NTJ216XX [redacted]
Link Protocols NTJ218XX [redacted]
Filtering Software NTJ219XX [redacted]
Virtual Networking Software NTJ223XX [redacted]
Speech Activity Detection Software NTJ209XX [redacted]
HDLC Transparent Data Software NTJ210XX [redacted]
Bit Transparent Data Software NTJ211XX [redacted]
Echo Cancellation Software NTJ213XX [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Complete Voice Software, includes : QMYJ201AC [redacted]
Complete Lan Software, includes : QMYJ202AA [redacted]
--------------------------------------------------------------
NA Price ($US)
NMS
S/W Licenses (per copy) (Site License)
--------------------------------------------------------------
Magellan NMS Optional Package (R10 CDROM)
----------------------------------------
NMS Base NTJ100AG [redacted]
Advisor NTJ101AG [redacted]
DPN Provisioning NTJ103AJ [redacted]
DPN Backup and Restore NTJ103AM [redacted]
Passport Provisioning NTJ103AK [redacted]
Passport Backup and Restore NTJ103AN [redacted]
Configuration Server NTJ103AL [redacted]
Passport Global Data Manager NTJ115AC [redacted]
Passport Module Manager NTJ500AC [redacted]
SNMP Integrator NTJ112AC [redacted]
Network Activation Tool NTJ118AC [redacted]
Magellan View NTJ126AA [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Magellan Data Provider (per copy) NTJ113AC [redacted]
Magellan Data Provider (network
license) NTJ113AC [redacted]
--------------------------------------------------------------
NA Price ($US)
(per copy)
--------------------------------------------------------------
X-AMINER Options:
----------------
Basic Data Reporter (BDR) NTJ303AA [redacted]
Enhanced Statistics Reporter (ESR) NTJ303AB [redacted]
Magellan Accounting Reporter (MAR) NTJ303AE [redacted]
Passport Data Reporter (PDR) NTJ303AF [redacted]
X.11 Multi-Access Software for
X-AMINER (up to five users) NTJ303AD [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
X-PLORER Options:
----------------
Configurator NTJ302AA [redacted]
Tariff ▇▇▇▇▇▇ NTJ302AB [redacted]
Traffic Modeling NTJ302AC [redacted]
Model Link NTJ302AE [redacted]
Architect Link NTJ302AJ [redacted]
Passport Modeling NTJ302AG [redacted]
End-to-End Delay NTJ302AH [redacted]
User Re-Homing NTJ302AF [redacted]
ATM Modeling NTJ302AL [redacted]
X.11 Multi-Access Software for X-PLORER
(up to five users) NTJ302AK [redacted]
Traffic Link NTJ302AM [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Service Management Reporter
---------------------------
SMR Core System NTJ304AA [redacted]
Data Populator - Magellan BDF
Accounting NTJ305AA [redacted]
Data Populator - Magellan Statistics NTJ306AA [redacted]
Data Populator - SNMP Statistics NTJ307AA [redacted]
Reports - Frame Relay
Usage/Availability NTJ308AA [redacted]
Reports - Backbone Statistics NTJ309AA [redacted]
Reports - Standard Access Usage NTJ310AA [redacted]
Reports - Standard Access Daily Calls NTJ311AA [redacted]
Reports - LAN Interconnect Reports NTJ312AA [redacted]
Reports - X.25 Statistics NTJ321AA [redacted]
Reports - ATM Accounting Reports NTJ319AA [redacted]
Reports - ATM Trunk Statistics/Usage NTJ318AA [redacted]
Reports - ATM Trunk
Statistics/Exception NTJ320AA [redacted]
Multi-Client License - 3 additional
clients license NTJ314AA [redacted]
Multi-Client License - 10 additional
clients license NTJ315AA [redacted]
SMR Installation (Travel and Living
not included) NTJ316AA [redacted]
Training (Travel and Living not
included) NTJ317AA [redacted]
--------------------------------------------------------------
--------------------------------------------------------------
Service Monitor Pricing Unit Price ($US)
-----------------------
Base Packages
-------------
Service Monitor Base (20 VPNs)
- Electronic NTJ114AP [redacted]
Service Monitor Base (50 VPNs)
- Electronic NTJ114AH [redacted]
License for Additional 50 VPNs
- Electronic NTJ114AJ [redacted]
Service Monitor Base (20 VPNs) - CDROM NTJ114AN [redacted]
Service Monitor Base (50 VPNs) - CDROM NTJ114AC [redacted]
License for Additional 50 VPNs - CDROM NTJ114AD [redacted]
Service Monitor Applications
----------------------------
Performance Data Viewer - Electronic NTJ114AK [redacted]
Command Application - Electronic NTJ114AM [redacted]
HP Open View for Windows Integration
- Electronic NTJ114AL [redacted]
Performance Data Viewer - CDROM NTJ114AE [redacted]
Command Application - CDROM NTJ114AG [redacted]
HP Open View for Windows Integration
- CDROM NTJ114AF [redacted]
Service Report Distribution - CDROM NTJ114AQ [redacted]
Connection Manager - CDROM NTJ114AR [redacted]
Local Grouping Tool - CDROM NTJ114AS [redacted]
Third Party Resource Integration
- CDROM NTJ114AT [redacted]
-----------------------------------------------------------------
ATTACHMENT H
STATEMENT OF WORK
DRAFTED Revision required
Due by:
Draft due from: Teligent
The draft Statement of Work appearing as Appendix D of the
Parties' Letter of Intent is to be revised as necessary to be
made consistent with the Parties' intent as expressed in this
Agreement. Teligent will propose a draft Responsibility Matrix
and other language as necessary to define the Parties'
responsibilities under the Statement of Work, and the Parties
will mutually develop through good faith negotiation the final
Statement of Work.
ATTACHMENT I
ACCEPTANCE TEST PROCEDURE
1. ATP for Components: This will be Nortel NTPs, available now
with the exception of the Radio components.
2. ATPs for:
a) TCOs due: from:
b) Nodes due: from:
c) TASs due: from:
3. System ATP due: from:
ATTACHMENT J
NETWORK MONITORING
This Attachment shall specify the intent of Section 19.1.5.
Due by: 11/18/97
Due from: ▇▇▇▇ ▇▇▇▇▇▇
ATTACHMENT K
CORPORATE AND REGIONAL SUPPORT TEAM
This Attachment shall specify the intent of Section 19.1.7.
Due by: 11/18/97
Due from: ▇▇▇▇ ▇▇▇▇▇▇▇
ATTACHMENT L
SPECIFICATIONS
This Attachment shall capture the capacity and performance
specifications contained in Teligent's RFP and Nortel's response
to such RFP.
Due by: 11/18/97
From: ▇▇▇ ▇▇▇▇▇
ATTACHMENT M
NONDISCLOSURE AGREEMENT
insert June 6, 1997 letter here.