COMCAST AND XXXXXXX Sample Clauses

COMCAST AND XXXXXXX. XXX CONFIDENTIAL

COMCAST AND XXXXXXX. XXX CONFIDENTIAL · CVP (Cisco Voice Portal) – A Web Server application which interprets messages from the Cisco ICM; also consists of a Voice Browser that processes PSTN and IP telephone calls, converts the voice signals into events for processing by an application server, and acts upon VXML commands received from an application Server software and generates VXML documents that it uses to communicate with the Voice Browser. · ICM (Intelligent Contact Management) – Provides a virtualized contact center routing, reporting, and computer telephony integration across national and divisional customer care call routing platforms. The ICM will be signaled by the E-SBC via the Cube and CVP to provide pre-routing of every Customer Care toll free call using a translation route which defines a temporary DNIS number dedicated for the purpose of identifying the call. The ICM will respond with a 302 redirect and a label back to the E-SBC to alert the E-SBC where to route the call. · Dark Fiber – When a Comcast Point-of-Presence is located within proximity of an outsourcer Point-of-Presence, Comcast will install fiber optic connectivity between the Comcast demarcation and the outsourcer demarcation directly and the fiber will be lit by each side’s network router/switch. · Commercial Services EDIA Metro E – Also known as Metro Ethernet – A specific set of standards designed to provide parity among carriers and service providers. Where Comcast has EDIA footprint, outsourcer should implement this service. · Ibone Network – Comcast backbone network that peers with 3rd party carrier(s) to provide last mile p-t-p circuit to outsourcer location. Where Comcast does not have EDIA footprint, outsourcer should implement this service. · Point-to-Point – A carrier circuit that terminates a Comcast Point-of-Presence location to an outsourcer connection · Carrier circuits – Traditional or legacy means of connection when crossing between facilities through the “public domain.”

COMCAST AND XXXXXXX. XXX CONFIDENTIAL c. Remote access is used solely for purposes of fulfilling Vendor’s obligations under this Agreement and only to access equipment or software that is directly involved in Vendor’s performance of its obligations hereunder and not to access any other Comcast or third party systems, databases, equipment or software. d. Remote access is obtained through a secure connection. e. Compliance with the applicable policies, standards and requirements set forth in Exhibit B – Partner Connection Request Policies. f. Compliance with the applicable policies, standards and or requirements set forth in Exhibit D - Telecommunications Specifications. Upon Comcast’s request, Vendor will perform and provide results of periodic security audits of its access system and methods and will change authentication elements periodically to maintain the integrity and security of Vendor’s access.

COMCAST AND XXXXXXX. XXX CONFIDENTIAL 1.3 Subject to the terms of an SOW, Comcast reserves the right to: (i) add to, alter or subtract from the Services, including, but not limited to the Operation Hours, upon thirty (30) days prior written notice to Vendor provided, however, that Vendor shall have the right to terminate this Agreement and/or any SOW affected by such change within ninety (90) days following receipt of notice of any change in Vendor’s sole discretion and (ii) perform the same or similar types of Services itself or utilizing third parties. SECTION II COMCAST PRODUCTS All policies, procedures, scripts, descriptions, terms, conditions and prices utilized by Vendor for the Comcast Products shall be the policies, procedures, scripts, descriptions, terms, conditions and prices authorized by Comcast in writing or otherwise provided in writing to Vendor by Comcast. Vendor shall not under any circumstances utilize other policies, procedures, scripts, descriptions, terms, conditions and prices for any Comcast Product without the prior written authorization of Comcast. Comcast reserves the right to add to, alter or subtract from the Comcast Products as well as any policies, procedures, scripts, descriptions, terms or conditions related thereto upon prior written notice to Vendor. SECTION III INVOICING AND COMPENSATION 3.1 Comcast will pay Vendor the base compensation for the Services set forth in a SOW. In addition to the base compensation, if a SOW provides for a Bonus Rate if Vendor meets or exceeds the Service Level Target(s) (as both terms are defined in the applicable SOW) for the fiscal month, Comcast will pay Vendor additional compensation as set forth in the SOW. The Bonus Rate is determined by multiplying the achieved Bonus percentage set forth in the SOW by the Productive Hours Rate set forth in the SOW. 3.2 Vendor will provide Comcast with an itemized monthly invoice for the Services stating the Productive Hours Rate, Training Rate and Overtime Rate (to the extent such are provided for and defined in the applicable SOW), along with any other information that Comcast may request from time to time. If applicable, invoices for Bonus Rate payments due to Vendor (the “Bonus Invoice”) shall be submitted monthly by Vendor no later than ten (10) business days after Vendor sends to Comcast Vendor’s invoice for Productive Hours, Training and Overtime Hours. Vendor shall submit all invoices to Comcast electronically in accordance with Comcast's electronic payment policies...

COMCAST AND XXXXXXX. XXX CONFIDENTIAL 4.7 Vendor shall implement and comply with Security Protocols established by Comcast and attached hereto as Exhibit A. Upon reasonable prior notice, Comcast may audit Vendor for compliance with the Security Protocols. Any cost of audit shall be borne by Comcast, except in the event that a material breach of the Security Protocols is discovered during any audit, Vendor shall reimburse Comcast for the reasonable costs incurred in performing such audit. Comcast reserves the right to amend such Security Protocols from time to time as deemed necessary in its sole discretion, provided that Vendor shall have thirty (30) days from the date Comcast notifies Vendor of such change to either: (i) implement changes; or (ii) if such changes would result in substantial costs to Vendor or would otherwise adversely impact the provision of Services by Vendor hereunder, contact Comcast in order for the parties to discuss and mutually resolve such requested changes. Any failure to comply with Security Protocols (or amended Security Protocols, after such thirty (30) day period) shall be deemed a material breach of this Agreement, giving rise to Comcast’s right to immediately terminate this Agreement in its sole discretion without notice or opportunity to cure. The parties agree that it may be difficult, if not impossible, to determine damages in the event of a material breach of the Security Protocols. Vendor agrees to pay as liquidated damages, and not as a penalty, an amount equal to [***], in the event any material breach of the Security Protocols occurs. Such amount shall be in addition to any other obligation of Vendor, including, but not limited to, the indemnification obligations set forth in Section VI below, entitled “Indemnification, Limitation of Liability.” The parties agree that this amount is reasonable and commensurate with the anticipated loss to Comcast resulting from such breach and is agreed to as a fee, not a penalty.

COMCAST AND XXXXXXX. XXX CONFIDENTIAL OREQ-01 Outsourcer SBC Outsourcer will provide a SBC to physically interface to the Comcast installed co-located router. Outsourcer will configure session-agents to peer with Comcast E-SBCs. Comcast recommends providing the untrusted interface IP to route the session-agent. If outsourcer provides IP, outsourcer network needs to advertise and route to Comcast co-lo router OREQ-02 Outsourcer VoIP network Outsourcer will provide layer 1, 2 and 3 connectivity from outsourcer network to Comcast co-lo router to facilitate SIP signaling and audio/media to outsourcer SBC from designated router interface; Coordinate with Comcast network engineering OREQ-03 Outsourcer Data/H.323 network Outsourcer will provide layer 1, 2 and 3 connectivity from outsourcer network to Comcast co-lo router to facilitate data and H.323 One-X Agent registration/keep-alives to outsourcer agent stations from designated router interface; Coordinate with Comcast network engineering and division telecom OREQ-04 One-X Agent Outsourcer will install/facilitate agents’ desktop/phone for registration to Comcast division CMs. Coordinate with Comcast corporate and division telecom OREQ-05 Outsourcer Operation Support Outsourcer support teams to provide network and telecom support in coordination with Comcast Telecom Operation Support team and if necessary, 3rd party carrier support/tech ops. Coordinate with Comcast network engineering and corporate telecom 50 COMCAST AND XXXXXXX.XXX CONFIDENTIAL 3.25 Troubleshooting Requirement Number Requirement Title / Tag Requirement Description Explanatory Notes TROUE-01 Real-time The Enterprise network MUST support monitoring of real-time calling by site for selected Telephone Numbers. An Ops Support Plan document will be provided in a separate document, prior to outsourcer launch TROUE-02 Monitoring Tools The Enterprise network MUST support monitoring of signaling flows TROUE-03 Traps The Enterprise network MUST support traps for alarms of Enterprise network gear.

COMCAST AND XXXXXXX. XXX CONFIDENTIAL 6.2 Notwithstanding anything in this Agreement to the contrary, if a Fine (as defined below) is charged or owed due to Vendor’s failure to make the PCI Environment (as defined below) PCI Compliant as set forth in Exhibit A, Vendor will indemnify, defend, and hold Comcast harmless from and against such Fine. If a Fine is charged or owed due in material part to Comcast, including Comcast’s hardware, software, network (excluding the services provided by another service provider/vendor), Vendor will have no indemnity obligations related to such Fine, provided that Vendor has notified Comcast that it is unable to be PCI Complaint due to Comcast prior to the assessment of such Fine. If a Fine is charged or owed partially due to Vendor’s failure to make the PCI Environment PCI Compliant, Vendor shall only be liable for Vendor’s proportionate amount of such Fine as determined based on any specific percentage attribution of causation determined by the entity charging, determining, or owed the Fine, or if no such attribution is specified, on a pro rata basis between Vendor and the other parties identified as responsible for such failure. A “Fine” shall mean any administrative or breach based fines or penalties levied against Comcast specifically for its failure to be PCI compliant. “PCI Environment” shall mean any Vendor systems that have, or substantially support Vendor systems which have, cardholder data. 6.3 EXCEPT FOR DAMAGES RESULTING FROM A PARTY’S (1) GROSS NEGLIGENCE, INTENTIONAL ACTS, CRIMINAL OR FRAUDULENT ACTS OR (2) A PARTY’S OBLIGATION TO INDEMNFIFY THE OTHER PARTY HEREUNDER, OR (3) A PARTY’S BREACH OF SECTION X (RELATING TO CONFIDENTIALITY) OF THIS AGREEMENT (IN EACH CASE, WITH RESPECT TO WHICH THESE LIMITATIONS SHALL NOT APPLY), UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY (WHETHER BASED IN CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE GROUNDS) FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO, LOSS REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. EXCEPT FOR DAMAGES RESULTING FROM A PARTY’S (1) BREACH OF PAYMENT OBLIGATIONS IN RELATION TO FEES DUE, (2) A PARTY’S OBLIGATION TO INDEMNFIFY THE OTHER PARTY HEREUNDER, OR (3) A PARTY’S BREACH OF SECTION X (RELATING TO CONFIDENTIALITY) OF THIS AGREEMENT (IN EACH CASE, WITH RESPECT TO WHICH THESE LIMITATIONS SHALL NOT APPLY), UNDER NO CIRCUMSTANCES ...

COMCAST AND XXXXXXX. XXX CONFIDENTIAL 11.3 Vendor, its affiliates and subsidiaries, and their respective employees and agents, hereby agree that they shall not directly or indirectly induce, influence or suggest that any actual or prospective Comcast customer purchase, contract for, or switch to any non-Comcast product or service. Comcast shall have the right to enforce this Section XI by obtaining an injunction or specific performance from any court of competent jurisdiction. Additionally, if Vendor its affiliates and subsidiaries, and their respective employees and agents or its subcontractors violates this Section XI, Comcast, in addition to the right to terminate the Agreement pursuant to Section XII, shall be entitled to recover reasonable attorneys' fees in redressing said breach. The provisions of this Section XI shall survive the termination of this Agreement. The remedies set forth herein are cumulative and are in addition to, and not in limitation of, other remedies available at law or in equity. None of the remedies specified in this Section XI for any default or breach of this Agreement shall be exclusive. SECTION XII

COMCAST AND XXXXXXX. XXX CONFIDENTIAL 4.22 Vendor shall ensure skilled network facility repair personnel are available 7 days a week, 24 hours a day, 365 days a year to manage of Vendor’s network facilities (the “Network Personnel”). The Network Personnel shall have detailed knowledge of all systems used by Vendor to provide the Services and be capable of providing support and information to identify and resolve issues related to the Vendor’s network facilities. Network Personnel shall be on duty thirty (30) minutes prior to the start of the Operation Hours (as defined in the applicable SOW) until thirty (30) minutes after the end of the Operation Hours as well as during any installation or maintenance of Vendor’s network facilities. Vendor shall provide Comcast with information regarding an outage of Vendor’s network facilities as soon as such information is available, including, but not limited to, the anticipated timeframe for resolution of the outage. Vendor shall provide the name, telephone number, facsimile number and electronic mail address of Vendor contacts to whom any telecommunications or network outage or latency problems are to be directed.

COMCAST AND XXXXXXX. XXX CONFIDENTIAL 5.8 If applicable to an SOW, Comcast shall provide Vendor with sixty (60) days advance written notice of the Service Level Targets (as defined in the SOW) for each fiscal month, other than Line Adherence, which shall be as specified in the SOW. 5.9 Promptly following the Effective Date, Comcast shall provide Vendor with a master copy of relevant documentation and materials for the Comcast Products as applicable to the Services. Alternatively, Comcast may provide such information electronically. Vendor may copy and circulate copies of such materials to its personnel who will be performing the Services provided it preserves the intellectual property marks or confidentiality marks contained on such materials. Vendor shall cease the use of and return the master copy and any and all copies of such documentation and materials to Comcast upon the termination of this Agreement as well as those materials developed by Vendor specific to the Services containing Comcast Proprietary Information.