Exhibit 10.5
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10/20/98 Lucent Technologies
▇▇▇▇ Labs Innovations
Lucent Technologies Inc.
Global Purchasing Organization
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Agreement No. WR71980036
Sheet 1 of 30
MicroFrame, Inc.
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This Agreement is made by and between Lucent Technologies Inc. ("Company")
having an office at ▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and MicroFrame,
Inc. ("Supplier") having an office at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇,. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
Company agrees to purchase and Supplier agrees to sell in accordance with the
terms and conditions stated in this Agreement and any attachments to this
Agreement.
WHEREAS. Company wishes to purchase products of Supplier's (design and)
manufacture for resale to Company's customers, and
WHEREAS, Supplier desires to sell such materials to Company for resale to
Company's customers,
THEREFORE, the parties agree as follows
1. AGREEMENT EFFECTIVE PERIOD
The term of this Agreement shall commence on, November 1,
1998, and shall, except as otherwise provided in this Agreement,
continue in effect thereafter until October 31, 2001.
2. MATERIAL
"MATERIAL" as used in this Agreement shall mean Supplier's ASG
Guard Electronic Communication Equipment as listed in Appendix A,
attached and made a part of this Agreement. Such MATERIAL is hereby
offered for sale by Supplier and may be purchased by Company in
accordance with the terms, conditions and specifications stated in this
Agreement. This Agreement is a non-commitment Agreement and MATERIAL
shall be furnished by Supplier on an as-ordered basis.
"Specification(s)" as used in this Agreement shall mean all of the
specifications made part of this Agreement.
Agreement No. WR71980036
Sheet 2 of 31
3. OPTION TO EXTEND
Company shall have the right to extend the period specified in
the section "AGREEMENT EFFECTIVE PERIOD" for up to twelve (12) months
by giving Supplier at least thirty (30) business days prior written
notice.
Within ten (10) business days of the date of Company's notice
to extend the period, Supplier shall notify Company in writing whether
Supplier proposes to revise the price(s) under this Agreement. If the
parties fail to agree on the revised price(s) within twenty (20)
business days after the date of Supplier's notice, Company's notice of
extension shall be considered withdrawn and prices for outstanding
orders or orders placed during the term of this Agreement shall not be
revised.
4. PRICE
Prices shall be as shown in Appendix A. Prices as listed in
Appendix A shall remain in effect during the term of this Agreement.
5. COST REDUCTION
Both parties shall endeavor to reduce the costs of products
furnished under this Agreement.
6. BEST PRICE
If, at any time during the term of this Agreement Supplier
sells to any customer other than to affiliates or subsidiaries of
Supplier, MATERIAL at least equal or similar quality {and volume} at a
price lower than that in effect under this Agreement, Company shall pay
the lower price on all deliveries of MATERIAL which are made during the
period when such lower price is in effect. Upon ten (10) days written
notice, Company, or Company's authorized representatives, may audit
Supplier's applicable books and records for the purpose of verifying
Suppliers compliance with this provision.
7. TERMS OF PAYMENT
Net thirty (30) business days from the date of delivery of the
MATERIAL to Company or receipt of the applicable invoice therefor by
Company whichever occurs later.
8. FORECAST
Company shall provide Supplier with a twelve (12) month
non-binding rolling forecast submitted to Supplier by the fifth (5th)
business day of each calendar month. Such forecast shall be used by
Supplier for planning purposes only and shall not be deemed a
commitment by Company to purchase the MATERIAL shown in the forecast.
9. FOB
Agreement No. WR71980036
Sheet 3 of 31
The MATERIAL shall be shipped FOB Supplier's location, ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, or such other Supplier's location as
may be designated by Supplier. Supplier shall notify Company's
transportation representative on (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇ when
MATERIAL is ready for shipment. Company shall select the carrier and
arrange at Company's expense for the transportation of the MATERIAL.
The 1990 INCOTERM manual shall govern interpretation of shipment terms
under this Agreement.
10. FREIGHT CLASSIFICATION
MATERIAL purchased under this Agreement shall be shipped to
Company or Company's customers subject to freight charges appropriate
for goods classified as Electronic Communications Equipment. Supplier
shall indicate on the ▇▇▇▇ of lading that Company's contract rates
apply.
11. NON-EXCLUSIVE MARKET RIGHTS
This Agreement neither grants to Supplier an exclusive right
or privilege to sell to Company any or all products of the type
described in the MATERIAL section which Company may require, nor
requires the purchase of any MATERIAL or other products from Supplier
by Company. Therefore, Company may contract with other manufacturers
and suppliers for the procurement of comparable products. In addition,
Company shall, at its sole discretion, decide the extent to which
Company will market advertise, promote, support or otherwise assist in
further offerings of the MATERIAL.
Purchases by Company under this Agreement shall neither
restrict the right of Company to cease purchasing nor require Company
to continue any level of such purchases.
12. SPECIFICATIONS OR DRAWINGS
Supplier's standard commercial Technical Specification and
Company's (referred to herein as "Technical MEMORANDUM" dated September
11, 1998, " or "Specification") is included by reference and further
described in Appendix B attached hereto and made a part of this
Agreement.
In accordance with the notification requirements outlined in
Section "PRODUCT CHANGE NOTICES", Supplier shall provide Company with
at least thirty (30) business days prior written notice of any change
proposed to be made by Supplier in the MATERIAL furnished pursuant to
said Technical Specification under this Agreement.
If Company, in its sole discretion, does not agree to the
change proposed by Supplier, then in addition to all other rights and
remedies at law or equity or otherwise, and without any cost to or
liability or obligation of Company, Company shall have the right to
terminate this Agreement and to terminate any or all purchase orders
for MATERIAL affected by such change.
Agreement No. WR71980036
Sheet 4 of 31
Supplier shall continue to supply MATERIAL to Company pursuant
to the Technical Specification for the term of the Agreement. If
Supplier is unable to continue to thus supply or discontinues
manufacture of MATERIAL, Company shall be entitled to one (1) year's
advance notice plus a manufacturing license and appropriate
specifications and drawings to enable Company to manufacture or have
manufactured the MATERIAL.
13. ASSIGNMENT
Supplier shall not assign any right or interest under this
Agreement (excepting solely for moneys due or to become due) without
the prior written consent of Company, which shall not be unreasonably
withheld. Supplier shall be responsible to Company for all Work
performed by Supplier's subcontractor(s) at any tier.
14. BANKRUPTCY AND TERMINATION FOR FINANCIAL INSECURITY
Either party may terminate this Agreement by notice in
writing:
(i). if the other party makes an assignment for the benefit
of creditors (other than solely an assignment of monies due);
or
(ii). if the other party evidences an inability to pay debts
as they become due unless adequate assurance of such ability
to pay is provided within thirty (30) days of such notice.
If a proceeding is commenced under any provision of the United
States Bankruptcy Code, voluntary or involuntary, by or against either
party, and this Agreement has not been terminated, the non-debtor party
may file a request with the bankruptcy court to have the court set a
date within sixty (60) days after the commencement of the case, by
which the debtor party will assume or reject this Agreement, and the
debtor party shall cooperate and take whatever steps necessary to
assume or reject the Agreement by such date.
15. CFC PACKAGING
Supplier warrants that all packaging materials furnished under
this Agreement and all packaging associated with MATERIAL furnished
under this Agreement were not manufactured using and do not contain
chlorofluorocarbons. "Packaging" means all bags, wrapping, boxes,
cartons and any other packing materials used for packaging. Supplier
shall indemnify and hold Company harmless for any liability, fine or
penalty incurred by Company to any third party or governmental agency
arising out of Company's good faith reliance upon said warranty.
16. CHOICE OF LAW
This Agreement and all transactions under it shall be governed
by the laws of the State of New Jersey excluding its choice of law
rules and excluding the Convention for the
Agreement No. WR71980036
Sheet 5 of 31
International Sale of Goods. Supplier agrees to submit to the
jurisdiction of any court wherein an action is commenced against
Company based on a claim for which Supplier has agreed to indemnify
Company under this Agreement.
17. COMPLIANCE WITH LAWS
Supplier and all persons furnished by Supplier shall comply at
their own expense with all applicable laws, ordinances, regulations and
codes, including the identification and procurement of required
permits, certificates, licenses, insurance, approvals and inspections
in performance under this Agreement.
18. CONTINUING AVAILABILITY
Supplier shall offer for sale to Company, during the term of
this Agreement and for at least one (1) year after the expiration of
this Agreement, MATERIAL conforming to the Technical Specifications and
other Specifications set forth in this Agreement. Supplier further
shall offer for sale to Company, during the term of this Agreement and
until five (5) years after the expiration of this Agreement,
maintenance, replacement, and repair parts ("Parts") which are
functionally equivalent and identical in form and fit for the MATERIAL
covered by this Agreement. The price for the MATERIAL and Parts shall
be the price set forth in Suppliers then current Agreement with Company
for said MATERIAL or Parts or, if no such Agreement exists, at a price
agreed upon by Company and Supplier. If the parties fail to agree on a
price, the price shall be a reasonably competitive price for said
MATERIAL or Parts at the time for delivery. The MATERIAL and Parts
shall be warranted as set forth in the "WARRANTY" section of this
Agreement. The term "Parts" is included in the term "MATERIAL."
19. DEFAULT
If Supplier shall be in breach or default of any of the terms,
conditions or covenants of this Agreement or of any purchase order, and
if such breach or default shall continue for a period of ten (10) days
after the giving of written notice to Supplier thereof by Company,
then, in addition to all other rights and remedies which Company may
have at law or equity or otherwise, Company shall have the right to
cancel this Agreement and/or any purchase orders placed by Company
without any charge to or obligation or liability of Company.
20. ELECTRONIC DATA INTERCHANGE
Supplier agrees, if requested by Company, to implement
Electronic Data Interchange (EDI) ordering and payment arrangements as
an electronic means of trading business document with Company. The
electronic business documents include purchase orders, acknowledgments,
purchase order changes, ship notices, invoices, remittance advice,
electronic funds transfer (EFT) or such purchasing communications as
may be requested by Company for transaction under this Agreement.
Supplier shall at its sole expense, obtain, make fully operational and
maintain all equipment, software and other materials set forth in
Agreement No. WR71980036
Sheet 6 of 31
Company's EDI Planning Guide. Supplier shall also execute an Electronic
Purchasing Agreement with Company at the time of execution of this
Agreement.
21. EPIDEMIC CONDITION
If during the term of this Agreement and for one (1) year
after the last shipment date of MATERIAL under this Agreement Company
notifies Supplier that MATERIAL shows evidence of an "Epidemic
Condition," Supplier shall prepare and propose a Corrective Action Plan
("CAP") with respect to such MATERIAL within five (5) working days of
such notification, addressing implementation and procedure milestones
for remedying such Epidemic Condition(s). An extension of this
time-frame is permissible upon mutual written agreement of the parties.
Upon notification of the Epidemic Condition to Supplier,
Company shall have the right to postpone all or part of the shipments
of unshipped MATERIAL, by giving written notice of such postponement to
Supplier, pending correction of the Epidemic Condition. Such
postponement shall temporarily relieve Supplier of its shipment
liability and Company of its shipment acceptance liability. Should
Supplier not agree to the existence of an Epidemic Condition or should
Company not agree to the CAP, then Company shall have the right to
suspend all or part of its unshipped orders without liability to
Company until such time as a mutually acceptable solution is reached.
An Epidemic Condition will be considered to exist when one or
more of the following conditions occur:
(1) Failure reports or statistical samplings show that
MATERIAL shipped contain a potential safety hazard (such as personal
injury or death, fire, explosion, toxic emissions, etc.), or exhibit a
highly objectionable symptom (such as emissions of smoke, loud noises,
deformation of housing) or other disconcerting symptoms of this type.
(2) Reliability plots of relevant data indicate that the
MATERIAL has actual Mean Time Between Failures (MTBF) of less than 80%
of the MTBF stipulated in the Technical Specification. The MTBF
parameter of MATERIAL is defined as the total operating or power-on
time of any population under observation ("T"), in hours, divided by
the total number of critical failures ("n") that have occurred during
the observed period. A critical failure is defined as a failure to
operate per the requirements of the Technical Specification. The total
operating time of a population is the summation of operating time of
individual units in that population. MTBF is expressed as MTBF = T/n.
An Epidemic Condition shall exist when data derived from populations
being tracked confirms the condition with 80% confidence. (3) MATERIAL
Dead on Arrival (DOA) failures exceed the Epidemic DOA failure rate
which is defined as 1.2 x DOA specified in the section of this
Agreement entitled PRODUCT CONFORMANCE REVIEW.
Agreement No. WR71980036
Sheet 7 of 31
Only major functional and visual/mechanical/appearance defects
are considered for determining Epidemic Condition. MATERIAL could be
either sampled or, a Company's option, 100% audited at Company
warehouses, factories or Company's customers' locations. If MATERIAL is
sampled, the data must have 80% or better statistical confidence.
For the purpose of this Agreement, functional DOA shall be
defined as any MATERIAL that during the test, installation or upon its
first use fails to operate as expected or specified.
Visual/mechanical/appearance DOA is defined as any MATERIAL containing
one or more major defects that would make the MATERIAL unfit for use or
installation.
An Epidemic Condition shall not include failures due to
customer misapplication, utilization of parts not approved by supplier,
or chain failures induced by internally or externally integrated
subassemblies.
In the event that Supplier develops a remedy for the defect(s)
that caused the Epidemic Condition and Company agrees in writing that
the remedy is acceptable Supplier shall:
(a) Incorporate the remedy in the affected MATERIAL in
accordance with Company's.
(b) Ship all subsequent MATERIAL incorporating the required
modification correcting the defect(s) at no additional charge to
Company; and
(c) Repair and/or replace MATERIAL that caused the Epidemic
Condition. In the event that Company incurs costs due to such repair
and/or replacement, including but not limited to labor and shipping
costs, Supplier shall reimburse Company for such costs. Supplier shall
bear risk of in transit loss and damage for such repaired and/or
replaced MATERIAL.
Supplier and Company shall mutually agree in writing as to the
remedy's implementation schedule. Supplier shall use its best efforts
to implement the remedy in accordance with the agreed-upon schedule.
If Supplier is unable to develop a mutually agreeable remedy,
or does not adequately take into account the business interests of
Company, as reasonably agreed by the parties, Company may (i) develop
and implement such remedy and, in such case, implementation costs and
risk of in- transit loss and damage shall be allocated between the
parties as set forth in this section, and/or (ii) cancel postponed
orders without liability and return all MATERIAL affected by such
Epidemic Condition for full refund, payable by Supplier within thirty
(30)
Agreement No. WR71980036
Sheet 8 of 31
business days after receipt of returned MATERIAL (with risk of
loss or in-transit damage borne by Supplier) and/or (iii) terminate
this Agreement without further liability.
22. EXPORT CONTROL
Supplier will not use, distribute, transfer or transmit any
products, software or technical information (even if incorporated into
other products) provided under this Agreement except in compliance with
U.S. export laws and regulations (the "Export Laws"). Supplier will
not, directly or indirectly, export or re-export the following items to
any country which is in the then current list of prohibited countries
specified in the applicable Export Laws: (a) software or technical data
disclosed or provided to Supplier by Company or Company's subsidiaries
or affiliates; or (b) the direct product of such software or technical
data. Supplier agrees to promptly inform Company in writing of any
written authorization issued by the U.S. Department of Commerce office
of export licensing to export or re-export any such items referenced in
(a) or (b). The obligations stated above in this clause will survive
the expiration, cancellation or termination of this Agreement or any
other related agreement.
23. FORCE MAJEURE
Neither party shall be held responsible for any delay or
failure in performance of any part of this Agreement to the extent such
delay or failure is caused by fire, flood, strike, civil, governmental,
or military authority, act of God, or other similar causes beyond its
control and without the fault or negligence of the delayed or non
performing party or its subcontractors.
Supplier's liability for loss or damage to Company's MATERIAL
in Supplier's possession or control shall not be modified by this
section. When a party's delay or nonperformance continues for a period
of at least fifteen (15) days, the other party may terminate, at no
charge, this Agreement or an order under the Agreement.
24. GOVERNMENT CONTRACT PROVISIONS
The following provisions regarding equal opportunity, and all
applicable laws, rules, regulations and executive orders specifically
related thereto, including applicable provisions and sections from the
Federal Acquisition Regulation and all supplements thereto are
incorporated in this Agreement as they apply to work performed under
specific U.S. Government contracts: 41 CFR 60-1.4, Equal Opportunity;
41 CFR 60-1.7, Reports and Other Required Information 41 CFR 60-1.8,
Segregated Facilities; 41 CFR 60-250.4, Affirmative Action For Disabled
Veterans and Veterans of the Vietnam Era (if in excess of $10,000); and
41 CFR 60-741.4, Affirmative Action for Disabled Workers (if in excess
of $2,500), wherein the terms "contractor" and "subcontractor" shall
mean "Supplier". In addition, orders placed under this Agreement
containing a notation that the material or services are intended for
use under Government contracts shall be subject to such other
Agreement No. WR71980036
Sheet 9 of 31
Government provisions printed, typed or written thereon, or on the
reverse side thereof, or in attachments thereto.
25. HEAVY METALS IN PACKAGING
Supplier warrants to Company that no lead, cadmium, mercury or
hexavalent chromium have been intentionally added to any packaging or
packaging component (as defined under applicable laws) to be provided
to Company under this Agreement and that packaging materials were not
manufactured using and do not contain chlorofluorocarbons. Supplier
further warrants to Company that the sum of the concentration levels of
lead, cadmium, mercury and hexavalent chromium in the package or
packaging component provided to Company under this Agreement does not
exceed 100 parts per million. Upon request, Supplier shall provide to
Company Certificates of Compliance certifying that the packaging and/or
packaging components provided under this Agreement are in compliance
with the requirements set forth above in this section.
26. IDENTIFICATION
Supplier shall not, without Company's prior written consent,
engage in publicity related to this Agreement, or make public use of
any Identification in any circumstances related to this Agreement.
"Identification" means any semblance of any trade name, trademark,
service ▇▇▇▇, insignia, symbol, logo, or any other designation, or
drawing of Company or its affiliates. Supplier shall remove or
obliterate any Identification prior to any use or disposition of any
MATERIAL rejected or not purchased by Company.
27. IMPLEADER
Supplier shall not implead or bring an action against Company
based on any claim by any person for personal injury or death to an
employee of Company for which Company has previously paid or is
obligated to pay worker's compensation benefits to such employee or
claimant and for which such employee or claimant could not otherwise
bring legal action against Company.
28. INDEMNITY
At Company's request, Supplier agrees to indemnify, defend and
hold harmless Company, its affiliates, customers, employees, successors
and assigns (all referred to as "Company") from and against any losses,
damages, claims, fines, penalties and expenses (including reasonable
attorney's fees) that arise out of or result from: (i) injuries or
death to persons or damage to property, including theft, in any way
arising out of or caused or alleged to have been caused by the Work or
services performed by, or material provided by Supplier or persons
furnished by Supplier; (ii) assertions under Workers' Compensation or
similar acts made by persons furnished by Supplier; or (iii) any
failure of Supplier to perform its obligations under this Agreement.
Agreement No. WR71980036
Sheet 10 of 31
29. INFRINGEMENT
Supplier shall indemnify and save harmless Company, its
affiliates and their customers, officers, directors, employees (all
referred to in this section as "Company") from and against any losses,
damages, liabilities, fines, penalties, and expenses (including
reasonable attorneys' fees) that arise out of or result from any and
all claims: (i) of infringement of any patent, copyright, trademark or
trade secret right, or other intellectual property right, private
right, or any other proprietary or personal interest, and (ii) related
by circumstances to the existence of this Agreement or performance
under or in contemplation of it (an Infringement Claim). If the
Infringement Claim arises solely from Suppliers adherence to Company's
written instructions regarding services or tangible or intangible goods
provided by Supplier (items) and if the Items are not (i) commercial
items available on the open market or the same as such items, or (ii)
items of Supplier's designated origin, design or selection, Company
shall indemnify Supplier. Company or Supplier shall defend or settle,
at its own expense any demand, action or suit on any Infringement Claim
for which it is indemnitor under the preceding provisions and each
shall timely notify the other of any assertion against it or any
Infringement Claim and shall cooperate in good faith with the other to
facilitate the defense of any such Claim.
30. INSIGNIA
Upon Company's written request, "Insignia", including certain
trademarks, trade names, insignia, symbols, decorative designs or
packaging designs of Company, or evidences of Company's inspection will
be properly affixed by Supplier to the MATERIAL furnished or its
packaging. Such Insignia will not be affixed, used or otherwise
displayed on the MATERIAL furnished or in connection therewith without
written approval by Company. The manner in which such Insignia will be
affixed must be approved in writing by Company in accordance with
standards established by Company. Company shall retain all right, title
and interest in any and all packaging designs, finished artwork and
separations furnished to Supplier. This section does not reduce or
modify Suppliers obligations under the "IDENTIFICATION" and "USE OF
INFORMATION" section.
31. INSURANCE
Supplier shall maintain and cause Supplier's subcontractors to
maintain during the term of this Agreement: (i) Workers' Compensation
insurance as prescribed by the law of the state or nation in which the
Work is performed; (ii) employer's liability insurance with limits of
at least $500,000 for each occurrence; (iii) automobile liability
insurance if the use of motor vehicles is required, with limits of at
least $1,000,000 combined single limit for bodily injury and property
damage for each occurrence; (iv) Commercial General Liability ("CGL")
insurance, ISO 1988 or later occurrence form of insurance including
Blanket Contractual Liability and Broad Form Property Damage, with
limits of at least $1,000,000 combined single limit for bodily injury
and property damage for each occurrence; and (v) if the furnishing to
Company (by sale or otherwise) of products or material is involved, CGL
Agreement No. WR71980036
Sheet 11 of 31
insurance endorsed to include products liability and completed
operations coverage in the amount of $5,000,000 per occurrence. All CGL
and automobile liability insurance shall designate Company, its
affiliates, and its directors, officers and employees (all referred to
as "Company") as additional insured. All such insurance must be primary
and non-contributory and required to respond and pay prior to any other
insurance or self-insurance available. Any other coverage available to
Company shall apply on an excess basis. Supplier agrees that Supplier,
Supplier's insurer(s) and anyone claiming by, through, under or in
Supplier's behalf shall have no claim, right of action or right of
subrogation against Company and its customers based on any loss or
liability insured against under the foregoing insurance. Supplier and
Supplier's subcontractors shall furnish prior to the start of Work,
certificates or adequate proof of the foregoing insurance, including if
specifically requested by Company, endorsements and insurance Policies.
Company shall be notified in writing at least thirty (30) days prior to
cancellation of or any change in the policy. Insurance companies
providing coverage under this Agreement must be rated by A-M Best with
at least an A rating.
32. INVOICING FOR GOODS
Supplier shall: (i) render original invoice, or as otherwise
specified in this Agreement, showing Agreement and order number,
through routing and weight, (ii) render separate invoices for each
shipment within twenty-four (24) hours after shipment, and (iii) mail
invoices with copies of bills of lading and shipping notices to the
address shown on this Agreement or order. If shipping notices to
prepayment of transportation charges is authorized, Supplier shall
include the transportation charges from the F.O.B. point to the
destination as a separate item on the invoice stating the name of the
carrier used.
33. INVOICING FOR STOCKS
If Company requests for reasons other than covered by Section
"FORCE MAJEURE", that shipment be postponed beyond the date shown on a
purchase order, Supplier may invoice Company as of the original
scheduled delivery date for MATERIAL manufactured under this Agreement,
if it has been inspected and approved by Company's designated quality
organization (provided inspection has been specified in this Agreement
or in an order issued under this Agreement).
34. JURISDICTION
Subject to the section "MEDIATION", Supplier agrees that any
action or legal proceeding arising out of this Agreement shall be
brought only in a court of competent jurisdiction in the United States
of America and Supplier expressly submits to, and accepts the
jurisdiction of, any such court in connection with such action or
proceeding and Supplier further consents to the enforcement of any
judgment against it arising therefrom in any jurisdiction in which it
has or shall have any assets.
Agreement No. WR71980036
Sheet 12 of 31
35. LICENSES
No Licenses, express or implied, under any patents are granted
by Company to Supplier under this Agreement or order.
36. MARKING
All MATERIA L furnished under this Agreement shall be marked
for identification purposes in accordance with the specifications set
forth in this Agreement and as follows:
(a) with Supplier model/serial number; and
(b) with month and year of manufacture.
(c) with Company's Comcode
In addition, Supplier shall add any other identification which
might be requested by Company such as but not limited to indicia
conforming to the Company's Serialization Plan (KS-23490) as shown in
Appendix C. Charges, if any, for such additional identification marking
shall be as agreed upon by Supplier and Company. This section does not
reduce or modify Supplier's obligations under the "IDENTIFICATION"
section.
37. MEDIATION
If a dispute relates to this Agreement, or its breach, and the
parties have not been successful in resolving such dispute through
negotiation, the parties shall attempt to resolve the dispute through
mediation by submitting the dispute to a sole mediator selected by the
parties or, at any time at the option of a party, to mediation by the
American Arbitration Association ("AAA"). Each party shall bear its own
expenses and an equal share of the expenses of the mediator and the
fees of the AAA. All defenses based on passage of time shall be
suspended pending the termination of the mediation. Nothing in this
section shall be construed to preclude any party from seeking
injunctive relief in order to protect its rights pending mediation.
38. MONTHLY ORDER AND SHIPMENT REPORTS
Supplier shall render monthly order and shipment reports on or
before the fifth working day of the succeeding month containing the
information as agreed by Company and Supplier.
39. NEW AND CHANGED METHODS, PROCESSES AND EQUIPMENT
Supplier shall keep abreast of major developments in
Supplier's industry and to promptly advise Company of any developments
which might affect the production of any MATERIAL under this Agreement.
Agreement No. WR71980036
Sheet 13 of 31
40. NON WAIVER
The failure of either party at any time to enforce any right
or remedy available to it under this Agreement or otherwise with
respect to any breach or failure by the other party shall not be
construed to be a waiver of such right or remedy with respect to any
other breach or failure by the other party.
41. NOTICES
Any notice given or demand which under the terms of this
Agreement or under any statute, must or may be given or made by
Supplier or Company shall be in writing and shall be given or made by
confirmed facsimile, or similar communication or by certified or
registered mail addressed to the respective parties as follows
To Company: Lucent Technologies Inc.
Global Procurement Organization
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Attn.: Sourcing and Manufacturing Manager
-OR-
To Supplier: MicroFrame, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇ ▇▇▇▇
Such notice or demand shall be deemed to have been given or
made when sent by facsimile, or other communication or when deposited,
postage prepaid in the U.S. mail. The above addresses may be changed at
any time by giving prior written notice as above provided.
The above addresses may be changed at any time by giving prior
written notice as above provided.
42. OPERATING SYSTEM SOFTWARE
The term MATERIAL includes any software (operating program in
machine readable form and related documentation) and storage media
therefor normally furnished with or embedded in the MATERIAL. Title to
the software, including copyright, shall remain in Supplier. The party
having title to the MATERIAL shall have title to the software storage
media. For the life of the MATERIAL listed in this Agreement, Supplier
grants to Company
Agreement No. WR71980036
Sheet 14 of 31
and any subsequent purchaser, lessee or other end user (referred to
collectively in this section as "end user") a non-exclusive license to
use said software on the MATERIAL on which it was delivered. Company
and any subsequent end user may copy the software for use on such
MATERIAL with which it was originally delivered and for archival
purposes, but shall not knowingly reproduce either the original
software for distribution to others. Company and any subsequent end
user may add to, delete from or modify the software in any manner, but
no changes, however extensive, shall alter Supplier's title to such
original software. Title to any such modification or addition to the
software shall remain in the entity which creates the modification or
addition.
43. OZONE DEPLETING CHEMICALS
Supplier hereby warrants that it is aware of international
agreements and pending legislation in several nations, including the
United States, which would limit, ban and/or tax importation of any
product containing, or produced using ozone depleting chemicals
("ODCs"), including chloroflurocarbons, halons and certain chlorinated
solvents. Supplier hereby warrants that the MATERIAL furnished to
Company will conform to all applicable requirements established
pursuant to such agreements, legislation and regulations, and the
MATERIAL furnished to Company will be able to be imported and used
lawfully (and without additional taxes associated with ODCs not
reported to Company by Supplier as set forth in this section) under all
such agreements, legislation and requirements. Supplier also warrants
that it is currently reducing, or if Supplier is not the manufacturer
of the MATERIAL, is currently causing the manufacturing vendor to
reduce and will, in an expeditious manner, eliminate, or, as
applicable, have its manufacturing vendor eliminate the use of ODCs in
the manufacture of the MATERIAL.
If the MATERIAL furnished by Supplier under this Agreement is
manufactured outside the United States, Supplier shall, upon execution
of this Agreement, and at any time that new products are added to this
Agreement or changes are made to the MATERIAL furnished under this
Agreement, complete, sign and return to Company the attached ODC
Content Certification. The ODC Content Certification must be signed by
Supplier's facility manager, corporate officer or his delegate.
The term "ODC content" on the ODC Content Certification means
the total pounds of ODC used directly in the manufacture of each unit
of MATERIAL. This includes all ODCs used in the manufacturing and
assembly operations for the MATERIAL plus all ODCs used by Supplier's
vendors and any other vendors in producing components or other products
incorporated into the MATERIAL sold to Company.
Supplier is responsible to obtain information on the ODC
content of all components and other products acquired to manufacture
the MATERIAL and to incorporate such information into the total ODC
content reported to Company. Provided however, that
Agreement No. WR71980036
Sheet 15 of 31
Supplier should not include in the ODC content those components or
other products which are manufactured in the United States. Supplier
hereby warrants to Company that all information furnished by Supplier
on the ODC Content Certification is complete and accurate and that
Company may rely on such information for any purpose, including but not
limited to providing reports to government agencies or otherwise
complying with applicable laws. Supplier shall defend, indemnify and
hold Company harmless of and from any claims, demands, suits,
judgments, liabilities, fines, penalties, costs and expenses (including
additional ODC taxes as provided for in paragraph one of this section
and reasonable attorney's fees) which Company may incur under any
applicable federal, state, or local laws or international agreements,
and any and all amendments thereto by reason of Company's use of
reliance on the information furnished to Company by Supplier on the ODC
Content Certification or by reason of Supplier's breach of this
section. Supplier shall cooperate with Company in responding to any
inquiry concerning the use of ODCs to manufacture the MATERIAL or
components thereof and to execute without additional charge any
documents reasonably required to certify the absence or quantity of
ODCs used to manufacture the MATERIAL or components thereof.
44. OZONE DEPLETING SUBSTANCES LABELING
Supplier warrants and certifies that all MATERIAL and other
products, including packaging and packaging components, provided to
Company under this Agreement have been accurately labeled, in
accordance with the requirements of 40 CFR, Part 82 entitled
"Protection of Stratospheric Ozone, Subpart E- The Labeling of Products
Using Ozone Depleting Substances."
45. PACKING
MATERIAL purchased, repaired, replaced or refurbished under
this Agreement shall be packed and labeled by Supplier at no additional
charge in accordance with Packing Specifications PKG-91NJ1045, Issue 6,
as changed from time to time with Supplier's written approval, which
Specifications are attached. and made a part of this Agreement as
Appendix D.
46. PRODUCT CHANGES
Supplier shall notify Company in advance, in writing of any
change proposed to be made in accordance with this Agreement, or in the
Specification and documentation covered by this Agreement that would
impact upon: (i) reliability, (ii) requirements of the Specification,
or (iii) form, fit or function (as defined below).
In order for Company to review these proposed changes, at
least thirty (30) business days advance notice will be required except
for those cases where an extremely unsatisfactory condition requires
immediate action. In that instance, verbal notification to Company
shall be used, followed by Supplier's immediate written confirmation.
Agreement No. WR71980036
Sheet 16 of 31
"Form" shall mean changes in appearance visible to the user
(customer, repair personnel, developer) of the MATERIAL.
"Fit" shall mean changes in parts to components that are not
physically interchangeable.
"Function" shall mean changes that affect operational
characteristics of the MATERIAL or require the operator to change the
method of operation.
Supplier shall submit a proposal to Company, specifically
documenting all cost factors, implementation schedules, and repair
changes. The change notice shall be sent to the following address:
Lucent Technologies Inc.
▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Sourcing & Manufacturing Manager
The format of Suppliers notification document shall be the
responsibility of Supplier but said notification document shall contain
at least the following information.
1. Supplier's name.
2. Agreement number.
3. MATERIAL description.
4. Change number.
5. MATERIAL affected.
6. Reason for change.
7. Description of change (including the impact upon: (i)
reliability, (ii) requirements of the Specification and
(iii) form, fit or function..)
8. Cost impact.
9. Marking method of identifying changed units.
10. Documentation
a. Marked up documents shall be provided until the
document or drawing is re-issued.
b. Listing of documents and drawings to be changed.
c. Field repair or modification kit documentation
(if applicable).
11. Unit in process, in stock and installed affected by
change.
12. Date changes are proposed to be implemented.
Agreement No. WR71980036
Sheet 17 of 31
13. All necessary and relevant temporary changes affected by
this notice.
14. All necessary and relevant attachments.
15. Additional comments.
If, as mutually agreed by Company and Supplier, sufficient
changes have been made to warrant a MATERIAL re-qualification, such
requalification will be performed at no cost to Company unless
otherwise agreed.
MATERIAL shall be in accordance with the latest information
stated or referenced in the Specification.
The quality of MATERIAL used and the method of manufacturing,
handling and shipping, shall be such that the finished MATERIAL meets
the properties and requirements shown in the Specification and in the
other sections of this Agreement.
If Company, in its sole discretion, does not agree to the
change(s) proposed by Supplier, then in addition to all other rights
and remedies at law or equity or otherwise, and without any cost to or
liability or obligation of Company, Company shall have the right to
terminate this Agreement and to terminate any or all orders for
MATERIAL affected by such change.
47. PRODUCT CONFORMANCE REVIEWS
Supplier shall, utilizing documented procedures specified
herein, make such tests and inspections as are necessary to insure that
MATERIAL meets all technical requirements of the MATERIAL
specification. Supplier shall provide, without charge, any production
testing facilities and personnel required to inspect the MATERIAL under
Quality Program Specification (QPS) Nos. 40.002 and 40.030, as changed
from time to time with Supplier's written approval, which specification
is attached and made a part of this Agreement as Appendix E. Company
reserves the right to inspect MATERIAL prior to shipment from Supplier
or Supplier's subcontractor(s). Such inspection shall be conducted by
Company's Engineering and Environmental Technologies (EE&T)
organization utilizing a 0.65% Acceptability Level (AQL) sampling plan
as described in QPS 40.030. If MATERIAL fails inspection, Supplier
agrees to pay for all re-inspection costs. Inspection requirements may
be waived only by written notification from Company's Engineering and
Environmental Technologies (EE&T) organization. In the event that any
or all work under this Agreement is subcontracted to another Supplier,
Company reserves the right to conduct the aforementioned inspections at
the subcontractors facilities.
48. PRODUCT DOCUMENTATION
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Sheet 18 of 31
Supplier shall furnish, at no charge, product documentation,
and any succeeding changes thereto, as described in the Technical
Specification. Company may use, reproduce, reformat, modify and
distribute such product documentation.
Company shall reproduce Suppliers copyright notice contained
in any documentation reproduced without change by Company. For
documentation which is reformatted; or modified by Company, Company
shall have the right to place only Company's own copyright notice on
the reformatted or modified documentation. It is the intent of the
parties that Company's copyright notice shall be interpreted to protect
the underlying copyright rights of Supplier to the documentation to the
extent such underlying rights are owned by Supplier.
49. PURCHASE ORDERS
Purchase orders issued under this Agreement shall be sent to
the following address:
MicroFrame, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇
Purchase orders shall specify: (i) description of MATERIAL,
inclusive of any numerical/alphabetical identification referenced in
the price list in this Agreement, (ii) delivery date, (iii) applicable
price, (iv) location to which the MATERIAL is to be shipped and (v)
location to which invoices shall be sent for payment.
50. REGISTRATION AND RADIATION STANDARDS
When MATERIAL furnished under this Agreement is subject to
Part 68, Part 15 or any other part of the Federal Communication
Commission's Rules and Regulations, as may be amended from time to time
(hereinafter "FCC Rules"), Supplier warrants that such MATERIAL
complies with the registration, certification, type-acceptance and/or
verification standards of the FCC Rules including, but not limited to,
all labeling, customer instruction requirements, and the suppression of
radiation to specified levels. Supplier shall also establish periodic
on-going compliance retesting and follow a Quality Control program,
submitted by Company, to assure that MATERIAL shipped complies with the
applicable FCC Rules. Supplier shall indemnify and save Company
harmless from any liability, fines, penalties, claims or demands
(including the costs, expenses and reasonable attorney's fees on
account thereof) that may be made because of Supplier's noncompliance
with the applicable FCC Rules. Supplier shall defend Company, at
Company's request, against such liability, claim or demand.
In addition, should MATERIAL which is subject to Part 15 of
the FCC Rules, during use generate harmful interference to radio
communications, Supplier shall provide the
Agreement No. WR71980036
Sheet 19 of 31
Company information relating to methods of suppressing such
interference and pay the cost of suppressing such interference or, at
the option of Company, accept the return of the MATERIAL and refund to
Company the price paid for the MATERIAL less a reasonable amount for
depreciation, if applicable.
To the extent that MATERIAL furnished under this Agreement is
also subject to FCC Rules governing the use of the MATERIAL as a
component in a system, Company shall be responsible for compliance with
the applicable FC Rules governing the system. Supplier shall fully
cooperate with Company, by providing technical support and information,
and, upon written request from Company, shall modify MATERIAL to enable
Company to ensure ongoing compliance with the FCC Rules. Company shall
pay any increase in Suppliers costs and/or expenses resulting from
Company's request to modify MATERIAL to enable Company to comply with
the FCC Rules.
Nothing in this section shall be deemed to diminish or
otherwise limit Supplier's obligations under the "WARRANTY" section or
any other section of this Agreement.
51. REJECTIONS
If Company rejects any or all of the MATERIAL, company may, in
addition to all its other rights and remedies at law or equity,
exercise one or more of the following remedies: (i) return rejected
MATERIAL for full credit at the price charged plus transportation
charges from Supplier's plant, and return; or (ii) accept a conforming
part of any shipment; or (iii) have rejected MATERIAL replaced by
Supplier at the purchase price stipulated in this Agreement.
52. RELEASES VOID
Neither party shall require (i) waivers or releases of any
personal rights or (ii) execution of documents which conflict with the
terms of this Agreement, from employees, representatives or customers
of the other in connection with visits to its premises and both parties
agree that no such releases, waivers or documents shall be pleaded by
them or third persons in any action or proceeding.
53. REPAIRS NOT COVERED UNDER WARRANTY
In addition to repairs provided for in the "WARRANTY" section
Supplier shall provide repair service on all MATERIAL ordered under
this Agreement during the term of this Agreement and until five (5)
years after the expiration of this Agreement. MATERIAL to be repaired
under this section will be returned to a location designated by
Supplier, and unless otherwise agreed upon by Supplier and Company,
Supplier shall ship the repaired MATERIAL which meets the
Specifications set forth in the "SPECIFICATIONS OR DRAWINGS" section
and all other Specifications within ten (10) business days of receipt
of
Agreement No. WR71980036
Sheet 20 of 31
the defective or non-conforming MATERIAL. With the concurrence and
scheduling of Company, repair may be made by Supplier on site.
If MATERIAL is returned to Supplier for repair as provided for
in this section and is determined to be beyond repair, Supplier shall
so notify Company. If requested by Company, Supplier will sell to
Company a replacement at the price set forth in Supplier's then current
agreement with Company for said MATERIAL or, if no such agreement
exists, at a price agreed upon by Supplier and Company. If the parties
fail to agree on a price, the price shall be a reasonably competitive
price for such MATERIAL at the time for delivery. Further, if requested
by Company, Supplier shall take the necessary steps to dispose of the
unrepairable MATERIAL and pay to Company the salvage value, if any.
Replacement and repaired MATERIAL shall be warranted as set forth in
the "WARRANTY" section.
This Agreement does not grant Supplier an exclusive privilege
to repair any or all of the MATERIAL purchased under this Agreement for
which Company may require repair; and Company may perform the repairs
or contract with others for these services. In addition, Supplier
authorizes Company and any qualified repairer with whom Company may
contract to perform repairs on all MATERIAL purchased under this
Agreement.
All transportation costs of and in transit risk of loss and
damage to MATERIAL returned to Supplier for repair under this section
will be borne by Company and all transportation costs of and in transit
risk of loss and damage to such repaired or replacement MATERIAL
returned to Company will be borne by Company.
Price schedules for repairs under this section are listed in
Appendix A.
54. REPAIR PROCEDURES
Company shall furnish the following information with MATERIAL
returned to Supplier for repair: (a) Company's name and complete
address; (b) name(s) and telephone numbers(s) of Company's employee(s)
to contact in case of questions about the MATERIAL to be repaired; (c)
ship-to address for return of repaired MATERIAL if different than (a);
(d) a complete list of MATERIAL returned; (e) the nature of the defect
or failure if known; and (f) whether or not returned MATERIAL is in
warranty. Supplier shall, within ten (10) days of the execution of this
Agreement, provide a written notice to Company specifying (i) the
name(s) and telephone number(s) of the individual(s) to be contacted
concerning any questions that may arise concerning repair, and (ii) if
required, any special packing of MATERIAL which might be necessary to
provide adequate in-transit protection from transportation damage.
MATERIAL repaired by Supplier shall have the repair completion
date stenciled or otherwise identified in a permanent manner at a
readily visible location on the MATERIAL
Agreement No. WR71980036
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and the repaired MATERIAL shall be returned with a tag or other papers
describing the repairs which have been made.
All invoices originated by Supplier for repair services must
be clearly identified as such, and must contain: (i) a reference to
Company's purchase order for these repair services, (ii) a detailed
description of repairs made by Supplier and the need therefor, and
(iii) an itemized listing of parts and labor charges, if any. Replaced
parts will, upon request, be available for inspection by or returned to
Company. Further, the provisions of the "INVOICING" and "SHIPPING"
sections, other than provisions relating to transportation charges with
respect to MATERIAL repaired under warranty, shall apply to Suppliers
return to Company of repaired MATERIAL.
55. RIGHT OF ENTRY
Each party shall have the right to enter the premises of the
other party during standard business hours with respect to the
performance of this Agreement, including an inspection or a Quality
Review, subject to all plant rules and regulations, clearances,
security regulations and procedures as applicable. Each party shall
provide safe and proper facilities for such purpose. No charge shall be
made for such visits. It is agreed that prior notification will be
given when access is required.
56. SAFETY CERTIFICATION
All MATERIAL purchased under this Agreement shall be designed
to be in compliance with the applicable Underwriters Laboratories (UL)
and Canadian Standards Association (CSA) rules and regulations. It is
agreed that Supplier shall be responsible for filing the required
documents to obtain compliance with said Underwriters Laboratories
Standards and Canadian Standards. Supplier shall be responsible for
making the MATERIAL available for testing.
57. SECTION HEADINGS
The headings of the sections in this Agreement are inserted
for convenience only and are not intended to affect the meaning or
interpretation of this Agreement.
58. SERVICES
Visits by Supplier's representatives or its suppliers'
representatives for inspection, adjustment or other similar purposes in
connection with MATERIAL purchased under this Agreement shall for all
purposes be deemed "Work under this Agreement" and shall be at no
charge to Company unless otherwise agreed in writing between the
parties.
59. SEVERABILITY
If any of the provisions of this Agreement shall be invalid or
unenforceable, such invalidity or unenforcability shall not invalidate
or render unenforceable the entire Agreement,
Agreement No. WR71980036
Sheet 22 of 31
but rather the entire Agreement shall be construed as if not containing
the particular invalid or unenforceable provision or provisions, and
the rights and obligations of Supplier and Company shall be construed
and enforced accordingly.
60. SHIPPING
Supplier shall: (i) ship the MATERIAL covered by this
Agreement or order complete unless instructed otherwise, (ii) ship to
the destination designated in the Agreement or order, (iii) ship
according to routing instructions given by Company, (iv) place the
Agreement and order number on all subordinate documents, (v) enclose a
packing memorandum with each shipment and, when more than one package
is shipped, identify the package containing the memorandum; and (vi)
▇▇▇▇ the order number on all packages and shipping papers. Adequate
protective packing shall be furnished at no additional charge. Shipping
and routing instructions may be furnished or altered by Company without
a writing. If Supplier does not comply with the terms of the FOB
section of the Agreement or order or with Company's shipping or routing
instructions, Supplier authorizes Company to deduct from any invoice of
Supplier (or to charge back to Supplier), any increased cost incurred
by Company as a result of Supplier's noncompliance.
61. SHIPPING INTERVAL
The delivery schedule applicable to each purchase order will
be agreed upon by Supplier and Company and set forth in the purchase
order. (Note: Supplier has indicated that MATERIAL can usually be
shipped an average of fifteen (15) business days after receipt of
Company's purchase order; however, in no event shall the delivery
interval exceed forty-five (45) business days after receipt of purchase
order.)
If Supplier exceeds the above maximum interval then in
addition to all other rights and remedies at law or equity or
otherwise, and without any liability or obligation of Company, Company
shall have the right to: (a) cancel such purchase order, or (b) extend
such delivery date to a later date, subject, however, to the right to
cancel as in (a) preceding if delivery is not made or performance is
not completed on or before such extended delivery date. If Company
elects to extend such delivery date, Supplier shall absorb the
difference between the charges to ship normal transportation and the
charges to ship premium overnight.
If a purchase order is canceled by Company pursuant to the
above, Company shall have the right to retain or return any or all
MATERIAL received by or paid for by Company under such purchase order.
Within fifteen (15) business days of Supplier's receipt of returned
MATERIAL, Supplier shall reimburse Company for the costs of shipping
the MATERIAL returned to Supplier and for any amounts, including
shipping costs, previously paid by Company for the MATERIAL. Company
shall pay for any MATERIAL if retains at the prices set forth in
Appendix A, less applicable discounts which shall be applied on the
basis of the quantity specified in the purchase order.
Agreement No. WR71980036
Sheet 23 of 31
If, during the course of this Agreement, Supplier determines
that Supplier will no longer be able to ship within the above interval,
Supplier shall immediately notify Company's buyer to that effect.
Supplier shall also notify Company's buyer, as soon as it becomes
apparent, if Supplier is unable to meet the delivery date for an order.
However, nothing contained in this paragraph shall waive Company's
rights as set forth above in this section.
62. STORAGE OF PAID FOR STOCK
Subject to the section "OPERATING SYSTEM SOFTWARE", Company
has and shall have at all times all right, title and interest in all
MATERIAL invoiced to Company in accordance with the section "INVOICING
FOR STOCKS". Such MATERIAL shall be referred to in this section as
"Company Property." Supplier shall store such Company Property without
cost to Company at Supplier's] ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
facility and ship such Company Property as ordered by Company. In
addition, Supplier shall:
(i) Be responsible for the safekeeping of the Company
Property, assume all risks of loss or damage to the same and be liable
for the full actual value of such Company Property. In case of removal
of all or any part of the Company Property from one building to
another, Supplier's responsibility for loss or damage shall continue
and Supplier shall give Company at least ten (10) days advance notice
in writing of the removal, except when the removal is required to
comply with Company's shipping orders or to protect the Company
Property from loss or damage.
(ii) Permanently ▇▇▇▇ or if impracticable to do so then affix
labeling stating that the Company Property is the "PROPERTY OF LUCENT
TECHNOLOGIES INC." For purposes of this section, the term "LUCENT
TECHNOLOGIES INC." shall be deemed to mean Company or the Company
affiliated or associated company which owns the tooling, as applicable.
(iii) Store the Company Property safely, indoors in protected
areas approved by Company. Store the Company Property segregated from
other property in sections of Supplier's plant marked Property of
Company.
(iv) Deliver the Company Property only to Company or Company's
designated customers in accordance with Company's orders or upon
Company's demand, FOB Supplier's plant without additional charge for
removal, packing, or crating.
(v) Supplier shall not allow any security interest, lien, tax
lien or other encumbrance (collectively referred to as "encumbrance")
to be placed on any Company Property. Supplier shall give Company
immediate written notice should any third party attempt to place or
place an encumbrance on such Company Property. Supplier shall indemnify
and hold Company harmless from any such encumbrance. Supplier shall, at
Agreement No. WR71980036
Sheet 24 of 31
Company's request, promptly execute a "protective notice" UCC-1 form
and all other documents reasonably necessary to enable Company to
protect its interest in such Company Property. This Agreement shall
constitute the security agreement required by the UCC of the
appropriate state.
(vi) Company may inspect, inventory, and authenticate the
account of the Company Property during Suppliers normal business hours.
Supplier shall provide Company access to the premises where all such
Company Property is located.
The obligations assumed by Supplier with respect to the
Company Property are for the protection of Company's property. If
Supplier defaults in carrying out Supplier's obligations under this
Agreement, then, at no cost to Company and upon twenty-four (24) hours
notice to Supplier, Company may cancel this Agreement in whole or in
part or withdraw all or any part of the Company Property, or both.
Supplier shall, at Company's option, return to Company or hold for
Company's disposition any or all of such Company Property in Suppliers
possession.
63. SUPPLIERS INFORMATION
Supplier shall not provide under, or have provided in
contemplation of, this Agreement any idea, data, program, technical,
business or other intangible information, however conveyed, or any
document, print, tape, disc, semiconductor memory or other
information-conveying tangible article, unless Supplier has the right
to do so, and Supplier shall not view any of the foregoing as
confidential or proprietary. If Supplier must furnish any such
information to Company with restrictions, it shall only be furnished
after negotiation and execution on behalf of Company of a separate
written agreement specifically identifying the documents to be
furnished and setting forth Company's rights and obligations with
respect hereto.
64. SURVIVAL OF OBLIGATIONS
The obligations of the parties under this Agreement which by
their nature would continue beyond the termination, cancellation or
expiration of this Agreement shall survive termination, cancellation or
expiration of this Agreement.
65. TAXES
Company shall reimburse Supplier only for the following tax
payments with respect to transactions under this Agreement unless
Company advises Supplier than an exemption applies: state and local
sales and use taxes, as applicable. Taxes payable by Company shall be
billed as separate items on Supplier's invoices and shall not be
included in Supplier's prices. Company shall have the right to have
Supplier contest any such taxes that Company deems improperly levied at
Company's expense and subject to Company's direction and control.
Agreement No. WR71980036
Sheet 26 of 31
66. TECHNICAL SUPPORT
Company shall be entitled to ongoing technical support and
assistance, provided, however, that the availability or performance of
this technical support service shall not be construed as altering or
affecting Suppliers obligations as set forth in the "WARRANTY" section
or elsewhere provided for in this Agreement.
Ongoing Tier IV technical support via telephone will be at no
charge. Beyond the WARRANTY period, charges, if any for Tier 1 and 2
technical support, will be as shown in Appendix A.
67. TERMINATION OF PURCHASE ORDER
Company may at any time terminate any portion or the total
quantity of any purchase order(s) placed under this Agreement.
Company's liability to Supplier with respect to such termination shall
be limited to (i) Supplier's purchase price of all components for the
MATERIAL (not usable in Supplier's other operations or, saleable to
Supplier's other customers), plus (ii) the actual costs incurred by
Supplier in procuring and manufacturing MATERIAL (not usable in
Supplier's other operations or saleable to Supplier's other customers)
in process as of the date of giving notice of termination, less (iii)
any salvage value thereof. However, no such termination charges will be
invoiced if, within sixty (60) days of notice of termination, MATERIAL
equivalent in kind to that being terminated is ordered by Company. If
requested, Supplier shall substantiate such cost and price with proof
satisfactory to Company.
68. TIMELY PERFORMANCE
If Supplier has knowledge that anything prevents or threatens
to prevent the timely performance of the Work under this Agreement,
Supplier shall immediately notify Company's Representative thereof and
include all relevant information concerning the delay or potential
delay.
69. TITLE AND RISK OF LOSS
Title (other than software) and risk of loss and damage to
MATERIAL including software purchased by Company under this Agreement
or an order issued pursuant to this Agreement shall vest in Company
when the MATERIAL has been delivered at the FOB point. If this
Agreement or an order issued pursuant to this Agreement calls for
additional services including, but not limited to, unloading,
installation, or testing to be performed after delivery, Supplier shall
retain title and risk loss and damage to the MATERIAL until the
additional services have been performed. If Supplier is authorized to
invoice Company for MATERIAL prior to shipment or prior to the
performance of additional services, title to MATERIAL (other than
software) shall vest in Company upon payment of the invoice, but risk
of loss and damage shall pass to Company when the additional services
have been performed.
Agreement No. WR71980036
Sheet 27 of 31
70. TOXIC SUBSTANCES AND PRODUCT HAZARDS
Supplier hereby warrants to Company that, except as expressly
stated elsewhere in this Agreement, all MATERIAL furnished by Supplier
as described in this Agreement is safe for its foreseeable use, is not
defined as a hazardous or toxic substance or material under applicable
federal, state or local law, ordinance, rule, regulation or order
(hereinafter collectively referred to as "law" or "laws"), and presents
no abnormal hazards to persons or the environment. Supplier also
warrants that it has no knowledge of any federal, state or local law,
that prohibits the disposal of the MATERIAL as normal refuse without
special precautions except as expressly stated elsewhere in this
Agreement. Supplier also warrants that where required by law, all
MATERIAL furnished by Supplier is either on the EPA Chemical Inventory
compiled under Section 8 (a) of the Toxic Substance Control Act, or is
the subject of an EPA-approved pre manufacture notice under 40 CFR Part
720. Supplier further warrants that all MATERIAL furnished by Supplier
complies with all use restrictions, labeling requirements and all other
health and safety requirements imposed under federal, state, or local
laws. Supplier further warrants that, where required by law, it shall
provide to Company, prior to delivery of the MATERIAL, a Material
Safety Data Sheet which complies with the requirements of the
Occupational Safety and Health Act of 1970 and all rules and
regulations promulgated thereunder.
Supplier shall defend, indemnify and hold Company harmless for
any expenses (including but not limited to, the cost of substitute
material, less accumulated depreciation) that Company may incur by
reason of the recall or prohibition against continued use or disposal
of MATERIAL furnished by Supplier as described in its Agreement whether
such recall or prohibition is directed by Supplier or occurs under
compulsion of law. Company shall cooperate with Supplier to facilitate
and minimize the expense of any recall or prohibition against use or
disposal of MATERIAL directed by Supplier or under compulsion of law.
Supplier further shall defend, indemnify and hold Company
harmless any claims, demands, suits, judgments, liabilities, costs and
expenses (including reasonable attorney's fees) which Company may incur
under any applicable federal, state or local laws, and any and all
amendments thereto, including but not limited to the Comprehensive
Environmental Response, Compensation and Liability Act of 1980; the
Consumer Product Safety Act of 1972; the Toxic Substance Control Act;
Fungicide, Rodenticide Act; the Occupational Safety and Health Act; and
the Atomic Energy Act; and any and all amendments to all applicable
federal, state, or local laws, by reason of Company's acquisition, use,
distribution or disposal of MATERIAL furnished by Supplier under this
Agreement.
71. TRAINING
If requested by Company, Supplier will, without charge to
Company, provide five (5) separate training sessions at a location
agreed to by Company and Supplier. Supplier shall:
Agreement No. WR71980036
Sheet 27 of 31
(a) provide instructors and the necessary instructional
material of Supplier's standard format to train Company's personnel in
the installation, planning and practices, operation, maintenance and
repair of MATERIAL furnished under this Agreement. These training
sessions shall be conducted at reasonable intervals at locations agreed
upon by Supplier and Company.
Or, at the option of Company,
(b) provide to Company training modules or manuals and any
necessary assistance, covering those areas of interest outlined in (a)
of this section, sufficient in detail, format and quantity to allow
Company to develop and conduct a training program.
72. USE OF INFORMATION
Supplier shall view as Company's property any idea, data,
program, technical, business or other intangible information, however
conveyed, and any document, print tape, disc, tool, or other tangible
information-conveying or performance-aiding article owned or controlled
by Company, and provided to, or acquired by, Supplier under or in
contemplation of this Agreement (information). Supplier shall, at no
charge to Company, and as Company directs, destroy or surrender to
Company promptly at its request any such article or any copy, of such
Information. Supplier shall keep Information confidential and use it
only in performing under this Agreement and obligate its employees,
subcontractors and others working for it to do so, provided that the
foregoing shall not apply to information previously known to Supplier
free of obligation, or made public through no fault imputable to
Supplier.
73. VARIATION IN QUANTITY
Company assumes no liability for MATERIAL produced, processed
or in excess of the amount specified in this Agreement or in an order
issue pursuant to this Agreement.
74. WARRANTY
Supplier warrants to Company and Customer, as defined in this
section, that MATERIAL furnished will be new, merchantable, free from
defects in design, material and workmanship and will conform to and
perform in accordance with the Specifications, drawings and samples set
forth in this Agreement. These warranties extend to the future
performance of the MATERIAL and shall continue for a period of eighteen
(18) months from the date of delivery to Company.
Supplier also warrants to Company and Customers that services
will be performed in a first class, workmanlike manner. In addition, if
MATERIAL furnished contains one or more manufacturers warranties,
Supplier hereby assigns such warranties to Company and Customers.
Supplier warrants that at the time of delivery to Company such MATERIAL
shall
Agreement No. WR71980036
Sheet 28 of 31
be free of any security interest or any other lien or any other
encumbrance whatsoever. All warranties shall survive inspection,
acceptance and payment.
Defective or non-conforming MATERIAL will, at Company's
option, either be returned to Supplier for repair or replacement, at no
cost to Company, with risk of in-transit loss and damage borne by
Supplier and freight paid by Supplier, or be repaired or replaced by
Supplier on Customers site or another site designated by Company at no
cost to Company. Unless otherwise agreed upon by Supplier and Company,
Supplier shall complete repairs and ship the repaired MATERIAL within
ten (10) business days of receipt of defective or non-conforming
MATERIAL, or at Company's option, ship replacement MATERIAL within ten
(10) business days after verbal notification is given Supplier by
Company. Supplier shall bear the risk of in-transit loss and damage and
shall prepay and bear that cost of freight for shipments to Company of
repaired or replaced MATERIAL. If requested by Company, Supplier shall
begin on-site repairs within ten (10) business days after verbal
notification is given Supplier by Company.
If MATERIAL returned to Supplier or made available to Supplier
on site for repair as provided for in this section is determined to be
beyond repair, Supplier shall promptly so notify Company and, unless
otherwise agreed to in writing by Supplier and Company, Supplier shall
ship replacement MATERIAL without charge within ten (10) business days
of such notification.
Replacement, MATERIAL shall be warranted as set forth above in
this "WARRANTY" section. Any MATERIAL which is repaired, modified, or
otherwise serviced by Supplier shall be warranted as provided in this
"WARRANTY" section for the remainder of the warranty period (based upon
the date repair, modification or other service is completed and
accepted by Company) or ninety (90) business days after the MATERIAL is
returned to a Customer, whichever is later.
Supplier also warrants that software will record, store,
process and present calendar dates falling on or after January 1, 2000,
in the same manner and with the same functionality as it performed
before January 1, 2000. This maintenance will be considered part of and
covered under the maintenance provisions of the Agreement at no
additional charge to Company.
75. ENTIRE AGREEMENT
This Agreement shall incorporate the typed or written
provisions on Company's orders issued pursuant to this Agreement and
shall constitute the entire agreement between the parties with respect
to the subject matter of this Agreement and the order(s) and shall not
be modified or rescinded, except by a writing signed by Supplier and
company. Printed provisions on the reverse side of Company's orders
(except as specified otherwise in this
Agreement No. WR71980036
Sheet 29 of 31
Agreement) and all provisions on Supplier's forms shall be deemed
deleted. Estimates or forecasts furnished by Company shall not
constitute commitments. The provisions of this Agreement supersede all
contemporaneous oral agreements and all prior oral and written
communications, and understandings of the parties with respect to the
subject matter of this Agreement.
Accepted (Date) October 28, 1998
MicroFrame, Inc. Lucent Technologies Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ M.B. Fahmey
Name (Print) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name (Print) M.B. Fahmey
Title Executive V.P. Finance Chief Title Global Purchasing Manager
Financial Officer
Appendices- The following Appendices are hereby made part of the Agreement:
Appendix A, Price Schedule
Appendix B, Specifications or Drawings
Appendix C, Marking
Appendix D, Packing
Appendix E, Quality Program Specifications
Agreement No. WR71980036
Appendix A
Sheet 1 of 1
Price Schedule
1. Material
Description Model No. Comcode Price
ASG Guard - U.S. (4 port) SEN-2000SD * 407995794 $ 1,524.00 ea.
ASG Guard - Intl. (4 port) SEN-2000SG *+ 407995810 $ 1,560.00 ea.
ASG Guard Plus - U.S. (1 6 port) SEN-2000HD * 407995828 $ 2,673.60 ea.
ASG Guard Plus - Intl. (16 port) SEN-2000HG *+ 407995836 $ 2,709.60 ea.
ASG Guard - US (80 Contact Closure) SEN-20001D * N/A $ 2,481.60 ea.
ASG Guard - Intl. (80 Contact Closure) SEN-2000IG *+ N/A $ 2,517.60 ea.
* Includes 2 modems, 32 MB Ram
+ ▇▇▇▇▇▇▇▇ - ▇▇▇-▇▇▇▇▇▇,▇▇▇▇ ▇▇, ▇▇▇▇▇ OUT
Part # Description Price
ASG-Key Token 407994060 $ 48.75 ea.
ASG-RMK19 Rack Mount 407997451 $ 25.00 ea.
ASG-WMK Wall Mount 407997469 $ 12.50 ea.
ASG-PS16-D Power Supply (U.S.) 408007409 $ 25.00 ea.
ASG-PS16-230 Power Supply (Europe) 408007417 $ 25.00 ea.
ASG-PS16-U Switching Power Supply 408007425 $ 90.00 ea.
ASG-K002 Cable Kit (5-DB9 to DB25 cables) 407997790 $ 20.00 ea.
SEN-HPX 12 port upgrade/ASG Guard Plus 407997782 $1,018.00 ea.
PMDM-336D Modem (U.S.) 408007433 $ 150.00 ea.
SEN-PS16-U Universal Power Supply 95-250 N/A $ 90.00 ea.
VAC, 47-63Hz In, 18VDC Out
PMDM-336G Modem (International) 408008043 $ 175.00 ea.
ASG-BAT Battery 408007441 $ 30.00 ea.
2. Out of Warranty Repair
ASG Guard $ 500.00 ea.
Hourly Tech Support Rate (Tier 1 & 2) $ 100.00
Agreement No. WR71980036
Appendix B
TECHNICAL MEMORANDUM
ASG-GUARD
September 11, 1998
1. INTRODUCTION
This document provides the vendor, product functional and feature, requirements
for a Sentinel 2000 which will be labeled the ASG GUARD product that provides
secure access to dial-up communications ports. The initial application of this
product is to provide secure access to RS-232 console and Administration Ports
on LUCENT PBXS, adjunct processors (i.e.: CMS, Conversant, and the Voice
Messaging Systems) that can only be accessed by authorized personnel.
2. PRODUCT DESCRIPTION
The ASG GUARD is a single or double channel protection system that prevents
unauthorized access to four to twenty-eight communications ports. The ASG GUARD
is a device for "GUARDing" the console port so it cannot be accessed without
being provided an appropriate response via an authentication device such as ASG
KEY or ASG Manager. The ASG GUARD provides a secure access system by making use
of an encryption/decryption algorithm controlled by a programmable secret key
password.
The ASG GUARD will initially be used as a console port security enhancement for
DEFINITY and the Operations Support System (OSS) products that support it. The
ASG Guard, manufactured by MicroFrame Inc., will allow customers to control
access on incoming modem calls to the PBX system Maintenance and Administration
ports as well as the administrative and maintenance ports of adjunct devices.
The ASG GUARD shall provide a system activity log of access, attempts, both
allowed and denied that includes date and time of access, Login identification
and status information.
System administration and/or system activity recording of the ASG Guard system
shall be provided through attached equipment connected to an RS-232 auxiliary
port or via remote connection over phone lines or network access. Administration
equipment connected to the RS-232 port shall be customer provided, e.g.,
asynchronous terminal or personal computer.
The customized software within the ASG GUARD product shall meet the feature and
user interface requirements outlined by this document. The customized software
for LUCENT will be based upon and added to the same standard software feature
capabilities as offered by MicroFrame, Inc in their Sentinel 2000 product.
MicroFrame gives LUCENT certain rights with
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Appendix B
respect to Alarm Delivery (section 3.5), any LUCENT specific functionality
associated with User Secret Key Encryption (Section 3.6), and LUCENT Permanent
Users (Section 3.2. 1, Section 3.2.2, Section 3.2.3, and Section 3.2.4),
including all intellectual property to be used in ASG Guard. The LUCENT
customized features and capabilities cannot be offered to any other parties
without LUCENT's written consent. The ASG Guard shall meet YEAR 2000 compliance.
3. FUNCTIONAL REQUIREMENTS
3.1 Controlled Access
The ASG GUARD shall allow access to its host ports port only after receiving a
valid authentication response to the authentication challenge given by the ASG
Guard and independent of equipment connected to the ASG GUARD. The ASG GUARD
challenge and response handshake (verification process) shall make use of a data
encryption/decryption algorithm as specified by ANSI X3.92 - 1961, Data
Encryption Algorithm.
In response to an incoming call, the ASG GUARD shall prompt the calling user for
an authorized LOGIN identifier. The ASG GUARD will verify permission to the
reception of an authorized LOGIN identifier by issuing a challenge. The
challenge is on encrypted pseudo-random code, based on an algorithm using a
secret programmable secret key password associated with the received LOGIN
identifier, that is transmitted to the session originator. An authorized session
originator shall be able to send a valid response after processing the challenge
through a similar decryption/encryption procedure using the same secret key
password that the ASG GUARD used for encryption. The ASG GUARD after receiving a
valid response (calculated by the ASG KEY or other ASG compliant device) shall
provide access in the ASG Guard or connected external product as directed by the
originators LOGIN profile.
3.2 Administration of LOGIN Users
The ASG GUARD shall provide the capability for a total of 75 authorized LOGIN
users (i.e. identifiers and associated secret key passwords). All LOGIN's are to
be identified as either LUCENT or customer level LOGIN'S. The LUCENT level can
only be administered by LUCENT Technologies. The customer will only be able to
create additional customer level LOGIN's (via the Customer Master access class).
The customer level LOGINs can be administered by either LUCENT or the customer.
The customer shall be able to permit/restrict Lucent logins from administering
customer Logins (Permit is the default). The ASG GUARD shall be administrable to
block or restrict (number of Sessions allowed/Expiration Date)access from valid
LOGIN users, both LUCENT and customer users. Customers shall not be able to
delete LUCENT LOGIN's from the ASG GUARD. Only LUCENT will be allowed to add or
delete LUCENT LOGIN users. An initial default LOGIN user will be created and
designated for LUCENT Services.
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Appendix B
A single LOGIN can be administered to access multiple ASG GUARDS. Initially, ASG
GUARDS will be shipped with the same LUCENT permanent LOGIN user that will allow
LUCENT Services to gain access to all ASG GUARDS.
3.2.1 LUCENT Permanent Login User:
ASG GUARD administration of the permanent LOGIN user and the secret key password
shall require a special procedure referred to as Unit Initialization. ASG GUARDs
shall be initialized at the factory and shipped with the permanent login user
loaded into the firmware. Once delivered, adding or deleting LUCENT LOGIN
identifiers shall require LUCENT Master Users rights or for the unit to be
initialized, wiping the unit clean of all ASG application code.
3.2.2 Default Lucent User Administration:
The ASG GUARD shall provide means of administering authorized users through the
use of a special default LUCENT Master user or via loading a LUCENT
CONFIGURATION FILE.
The LUCENT CONFIGURATION FILE will contain the LUCENT MASTER USER with the
following information:
o One LOGIN identifier with access parameters (Rights
Level, Access Rights etc.)
o One secret key password the LUCENT LOGIN identifier
3.2.3 Customer Level Users:
Customers administration shall allow for provisioning up to a maximum of 55
customer level LOGINs including the deleting or changing of the non-LUCENT LOGIN
identifiers and associated secret key password(s). The secret key password can
be specified by the customer administrator or randomly assigned by the ASG
GUARD.
Four access levels for the customer user logins shall be provided. They are
Customer Master, Customer Sysop 1, Customer Sysop 2, and Host. The functionality
provided for the Sysop l, Sysop 2, and host classes is the same as the standard
functionality currently provided the Sysop 1, Sysop 2, and host classes by the
MicroFrame Sentinel product. The Customer Master access class shall be able to
use the dump and config capabilities for the Customer User Table and other parts
of the ASG Guard configuration. Customer users shall not be able to use the dump
or config capabilities for the Lucent User Table.
The ASG GUARD shall allow the customer to block or restrict (but not delete,
add, or change) individual LUCENT LOGIN users from accessing it (via the
Customer Master access class).
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Appendix B
The customer shall be able to display the customer LOGIN identifiers and their
associated secret key passwords only during the administrative session when they
are added to the ASG GUARD. The customer, via the Customer Master access class
only, shall be able to display or block the LUCENT LOGIN identifiers, but shall
not be able to display secret key passwords of the LUCENT LOGIN users.
As stated in Section 5.2, the ASG Guard shall not allow for customer access to
the internal programming mode (CCL).
3.2.4 Lucent Level Users:
Lucent administration shall allow for provisioning up to a maximum of 20 Lucent
LOGINS. Lucent logins can be added, changed, or deleted via the Lucent Master
access level only.
Four access levels for the Lucent user logins shall be provided. They are Lucent
Master, Lucent Sysop 1, Lucent Sysop 2, and Host. The functionality provided for
the Sysop l, Sysop 2, and host classes is the same as the standard functionality
currently provided the Sysop 1, Sysop 2, and host classes by the MicroFrame
Sentinel product. The Lucent Master access class shall be able to use the dump
and config capabilities for the Lucent User Table and other parts of the ASG
Guard configuration. It is not required that the Lucent Master access class be
able to dump or config the Customer User Table, nor is it prohibited that this
functionality be provided.
3.3 Invalid Attempts
An invalid attempt is defined to be either an invalid LOGIN identifier, an
invalid response to a challenge or the absence of a response to the Login or
Challenge request. The ASG GUARD shall drop the incoming line as the result of
three consecutive invalid attempts and the call attempt noted in the Failure
History Log, along with a status code to explain the access failure. The ASG
GUARD shall send the access failure status code to the connecting computer
explaining why the connection is being dropped.
3.4 Blocked/Restricted Attempts
A blocked attempt is defined to be valid LOGIN user (identifier) that has been
deliberately blocked from accessing the ASG GUARD through administration. A
restricted attempt is defined to be a valid LOGIN user (identifier) that has
tried to access the ASG GUARD during a time of day or day of week that has been
deliberately restricted blocked for that LOGIN user. The ASG GUARD shall send
the access failure status code to the connecting computer explaining why the
connection is being dropped.
3.5 ASG GUARD Transparency
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Appendix B
The GUARD shall be transparent when idle, i.e., the interface presented to the
user equipment shall appear as an idle Network interface. This will allow normal
maintenance testing on the port by the PBX or adjunct without impairment to the
ASG GUARD.
The ASG GUARD under any circumstance shall not impact outgoing call origination
from the ASG GUARD's host port(s), e.g., PBX alarm Origination. If the ASG
Guard's modem is in use, the host device originating an alarm will receive a
modem busy message.
The ASG GUARD shall become transparent on incoming calls after access permission
has been established, but shall monitor for a disconnect from either port
(Network or Host).
3.6 User Secret Key Encryption
User secret keys shall be stored on the ASG Guard securely in an encrypted
format. This will support a more secure approach to backup offline the User
Secret Key Table. This will also support a more secure approach to distribute a
User Secret Key Table to multiple ASG Guards from a remote location. The ASG
Guard will provide 1) a Lucent administrable key to encrypt the Lucent user
secret keys and 2) a separate customer administrable key to encrypt the
customers user secret keys. MicroFrame and Lucent will jointly define the
structure and administrative capabilities for the Lucent and customer keys used
to encrypt the Lucent and customer user secret keys.
3.7 Blocked Access
The system administrator shall be able to control access through a ASG GUARD (to
the host ports connected behind the ASG GUARD) by blocking specific LOGIN
(identifiers) or all LOGINS. Both permanent (LUCENT Services) and non-permanent
LOGINS may be blocked. Blocked LOGINS will not be able to access the ASG GUARD
until they are unblocked by ASG GUARD administration.
3.8 Time of Day/Day of Week Restriction
The system administrator shall be able to control access to a ASG GUARD by
administering time of day restrictions and/or days of the week for specific
LOGIN identifiers including LUCENT Services LOGIN identifiers. This function
shall be provided using a twenty-four hour clock.
3.9 Access Failure Messages
The ASG GUARD shall provide access failure codes and associated messages to
enable a system administrator or technician to:
o detect and diagnose equipment problems
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Appendix B
o detect that an invalid access attempt has occurred
o detect a Blocked user or time restriction call
attempt
o detect a forced disconnect, by either an issued
command or an outgoing call
3.10 Version Display
The ASG GUARD Version display shall contain the following:
o Software Version
o Equipment version number
o Firmware version number
o Memory
o Port information
o Number of Host Ports
o Number of Modem Ports
o Number of Telnet Ports
o Modem Type installed
o Current date and time
o Site Name
3.11 ASG GUARD History Log
The ASG GUARD shall provide the capability to record, display and print a log of
all ASG GUARD activity. The following data will be provided in the audit trail:
o Incoming call arrival date and time
o Call disposition (connected or disconnected)
o LOGIN identifier
o Disconnect time
o Reason for disconnect by access failure codes
o GUARD log identification if available
o LOGIN identifier(s) added and removed
o LOGIN identifier(s) Blocked and unblocked
o LOGIN identifier(s) restricted and unrestricted
o A Message Authentication Code (MAC) allowing LUCENT
to determine if a log report has been tampered with
The ASG GUARD History Log shall be available in real time. I.e., all activity
messages shall be sent to the connected administration equipment whenever there
is no software session running. The ASG GUARD activity messages shall also be
stored in the History Log buffer for retrieval. The ASG GUARD History Log shall
provide for the storage of at least the last 200 messages of ASG GUARD activity.
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Appendix B
3.12 ASG GUARD Access Log
The ASG GUARD shall provide the capability to store, display and print a log of
call access attempts for both incoming and outgoing calls. The following data
shall be provided in the audit trail:
o Date and time
o LOGIN identifier and device number
o Length of connection in hours. Minutes and seconds
o Session type and level
o A message Authentication Code (MAC) which will allow
LUCENT to determine if a log report has been tampered
with
o The Access History Log shall provide for storage of
at least the last 500 messages of ASG GUARD activity.
To provide this storage capacity, MicroFrame will
develop a feature that will write the Access History
Log entries on both static RAM and on the RAM drive.
This feature will be available in version 2 of the
code at no charge to Lucent. ASG Guards with code
prior to version 2 shall be able to be upgraded with
this feature.
3.13 GUARD Failure History Statistics
The GUARD shall provide the capability to store, display, and print a log of
attempt failures. The following data shall be provided in the audit trail:
o Incoming call arrival date and time
o LOGIN identifier and Port
o Failure reason
o A Message Authentication Code (MAC) which will allow
LUCENT to determine if a log report has been tampered
with
The Failure History Log shall provide for storage of at least
the last 500 access failures. To provide this storage
capacity, MicroFrame will develop a feature that will write
the Failure History Log entries on both static RAM and on the
RAM drive. This feature will be available in version 2 of the
code at no charge to Lucent. ASG Guards with code prior to
version 2 shall be able to be upgraded with this feature.
3.14 ASG GUARD Error Log
The ASG GUARD shall provide the capability to record, display and print a
statistical summary of system errors. The following data shall be provided in
the audit trail:
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Appendix B
o Date and time
o Error message
3.15 ASG GUARD Administration
The ASG GUARD shall provide an EIA RS-232 auxiliary port for the connection of
an asynchronous administration terminal or PC. The administration interface
shall be menu driven.
The ASG GUARD unit can also be administered remotely via the network port or
modem connection. This requires a user login with administration privileges such
as Master or Sysop. Then all administrative capabilities will be available by
dialing through the modem or telneting through the ethernet port. Access to
administrative functions will require authentication.
Administrative sessions on the modem port will not prevent an administrative
session on the AUX port.
3.16 Single Point Administration for multiple ASG GUARDs
As limited by the constraints of an EIA RS-232 connection, the system
administrator shall be able to administer multiple ASG GUARDs from a single
terminal. This means that in addition to being able to set the time and date,
and speed/parity, the administrator shall also be able to add/delete authorized
users, check ASG GUARD status (idle, busy), and collect the audit trail data
from a central location.
When multiple ASG GUARDs are used, ASG GUARD log identification should be
assigned to each ASG GUARD.
3.17 Power Outage
No ASG GUARD administration shall be required following a power outage, when
power is restored; the ASG GUARD shall automatically come back on-line and reset
itself to their idle states, respectively. ASG GUARD stored information and
parameters shall be unchanged by power outages.
3.18 Key Change Interface
ASG Guard shall provide a key change interface to enable the Lucent ASG Key
Change tool to change secret keys provisioned on the ASG Guard. This feature is
required for handling secret key corruption, key exposure to unauthorized users,
and expiration of key lifetime. It is required that the key change operation be
done via the Lucent MASTER access level only. This key change interface feature
shall be provided in version 2 of the code at no charge to Lucent. ASG
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Agreement No. WR71980036
Appendix B
Guards with code prior to version 2 shall be able to be upgraded with this
feature. MicroFrame and Lucent will jointly define the specifications for this
feature.
4. USER INTERFACE
4.1 Initialization and Test Response Code
The vendor shall provide LUCENT with the ability to reset an ASG GUARD to its
initial translations. An ASG GUARD shall not allow this reset function to be
accomplished from a remote location.
All ASG GUARDs are to be initialized in the factory before shipment with an
initial LUCENT level LOGIN user.
When a LOGIN user is added to the ASG GUARD's user list, a pseudo-random test
response code shall be generated that maps into the specific secret key password
administered for the added user. The secret key password can be chosen by the
administrator or randomly generated by the ASG GUARD. This test response code is
to be used to verify that the correct secret key password has been entered into
the appropriate authentication tool (i.e. ASG Key, ASG Mobile, ASG Manager,
etc.).
Customer authentication tools are to be shipped un-initialized and need to be
initialized/administered with their secret key & pin.
4.2 ASG GUARD Administration
LUCENT or the customer/system administrator, using an asynchronous terminal or
PC connected to the ASG GUARD's auxiliary port, through a dialup connection, or
network connection (LAN) will be able to administer the ASG Guard.
4.2.1 LUCENT Master Level ASG Guard Administration
o To set communications parameters of the auxiliary
port
o To set time and date
o To display ASG GUARD status (idle or busy) (i.e. PST
- Port Status Command)
o To add, delete or change any authorized LOGINs
(LUCENT can only administer LUCENT level LOGIN
Identifiers and secret key passwords. Lucent and
customer administrators can administer customer level
LOGINS)
o To enable/disable (block) all LOGIN users from
accessing the ASG GUARD (i.e., both LUCENT and
customer LOGINS)
o To connect to an established call or disconnect a
call in progress
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Appendix B
o To set a unique ASG GUARD identification and site
information
o To list the contents of the GUARD Error log
o To list the contents of the GUARD Access Log
o To list the contents of the GUARD History Log
o To list the contents of the GUARD Failure log
4.2.2 Customer Master Level ASG Guard Administration
o To set communications parameters of the auxiliary
port
o To set time and date
o To display ASG GUARD status (idle or busy) (i.e., PST
- Port Status Command)
o To add, delete or change only customer level
authorized LOGINs (LUCENT can only administer LUCENT
level LOGIN Identifiers and secret key passwords.
Lucent and customer administrators can administer
customer level LOGINS)
o To enable/disable (block) all LOGIN users from
accessing the ASG GUARD (i.e., both LUCENT and
customer LOGINS)
o To connect to an established call or disconnect a
call in progress
o To list the contents of the GUARD Error log
o To list the contents of the GUARD Access Log
o To list the contents of the GUARD History Log
o To list the contents of the GUARD Failure log
4.3 LED Indicators
The ASG GUARD shall have Several LEDs on the front panels to provide the
following functionality:
o Power On indicator
o Battery indicator
o Power Failure indicator
o Unit Pulse
o Alarm, Event & File Buffer indicator
o Auxiliary port activity
o Host port activity indicators
o Modem port activity indicators
o Ethernet port indicator
4.5 Test Capabilities
4.5.l LED Testing: When powered up, all the LEDs (except Power LEDs on the front
panel of the ASG GUARD shall blink on and off in unison three times, then settle
into an Idle/locked condition with 2 LEDs on (power and Idle/Locked).
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Agreement No. WR71980036
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Group Led Function
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power o AC Power is being supplied to the unit.
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o 48VDC Power is being supplied to the unit from a
48VDC source (such as the PBX battery).
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o Battery Internal battery is charging
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o Power Fail Main power has filed and the internal
battery is supplying power to the unit
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system o PULSE Flashes to indicate that the system is
operating correctly
--------------------------------------------------------------------------------
green o Alarm - clear Pending indicates that an alarm is being
processed.
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red o Alarm - pending
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green o Event - clear Pending LED indicates that the Sentinel
has events (alarms) queued for processing.
--------------------------------------------------------------------------------
red o Event - pending
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green o File - clear Pending LED indicates that the amount of
data stored on the RAMdisk has reached the
critical level.
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red o File - pending data stored on the RAMdisk has reached the
critical level
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Ports Aux
o Aux - RX
o Aux - DTR
Host 1 The upper LED (RX) flashes when data is
being received
o RX
o DTR
Host 2
o RX
o DTR
Host 3 The lower LED (DTR) indicates that a
device is connected to the port.
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Agreement No. WR71980036
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GROUP LED FUNCTION
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o DTR
o Host 4
o RX
o DTR
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Modem Modem 1 Upper LED (RX) indicates that data is
currently being transferred.
o RX
o CD
Modem 2 Lower LED (CD) indicates that the modem is
connected to a remote system.
o CD
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Host Expansion
Board (for each port) The upper LED (RX) indicates the unit is
in the process of receiving data.
o RX
O DTR
The Lower LED (DTR) indicates that a
device is connected to the port
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Ethernet o RX Indicate the reception and transmission
of network data.
O TX
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4.5.2 GUARD Self-Check: The GUARD shall provide a test procedure on device boot
up (Self-Check) that checks if its firmware/hardware is operating properly.
5. PRODUCT DEVELOPMENT
This section states MicroFrame's development responsibilities. It also includes
signaling, protocol and physical requirement, for communicating with LUCENT
switches and OSS devices, and with non-LUCENT endpoints.
LUCENT acceptance criteria for the ASG GUARD will include LUCENT system test
results. In other words, LUCENT will system test the ASG GUARD with switches and
OSS devices it intends to support, prior to acceptance. The vendor may be
required to make changes to the product if the system test results indicate that
the product does not satisfy LUCENT ASG GUARD functional and feature
requirements.
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Agreement No. WR71980036
Appendix B
5.1 Other ASG GUARD Applications
The initial product offering will be to secure dial-up maintenance ports on the
LUCENT BCS products. In the future, the product is intended to be used to secure
other dial-up port applications on LUCENT BCS products, other LUCENT products,
and non-LUCENT products.
5.2 Internal Program Mode
The ASG GUARD product, specified by these requirements shall not allow for
customer access to the internal programming mode (CCL).
5.3 Timing Accuracy
The product shall keep accurate time for logging purposes. The time clock
provided shall not lose or gain more than five minutes per month.
5.4 Hardware Components
The ASG GUARD shall provide the following ports:
o One or two female RJ11 Network port for connection to
a CC 2-wire telephone line(s)
o A female DB-9 Auxiliary port (DCE interface) for
connection to either a terminal
o Four DB-9 RS232 ports (DCE interface) for connection
to host equipment such as PBX or Voice Mail systems
o A ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ port for TCP/IP connection to a
network
o 5 dry contact closures (Slimline)
o 8 dry contact closures for 16/28 port unit
o 2 relays (Slimline only)
o Temperature probe ports
o 1 5V analog to digital conversion port
The Auxiliary port shall support connected equipment with the following
Requirements:
o RS-232 DTE interface
o Asynchronous
o Full or half duplex
o 8 bits no parity, 7 bits no parity, 7 bits even
parity, 7 bits odd
o parity (ASG GUARD admin option)
o Baud rates of 2400, 4800, 9600, 19200, 38400, 57600
(ASG GUARD admin option)
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Agreement No. WR71980036
Appendix B
6.0 Miscellaneous
6.1 Environmental
The product shall be consistent with switch environmental requirements as
specified by the "LUCENT Definity Generic 3, System Description" manual.
6.2 Network Port
The GUARD's network interface shall conform to Bellcore Technical Advisory
NPL-000912.
6.3 FCC & CSA Requirements
The product modem shall pass FCC Part 15 and part 68 requirements and equivalent
CSA standards.
6.4 UL and CSA Requirements
The product shall meet UL part 1459, Issue 2, requirements and equivalent CSA
6.5 Reliability
The GUARD shall have a minimal mean time between failure rate of 6.3 years.
14