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Exhibit D
Transition and Stabilization
V7.0
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Transition and Stabilization
DOCUMENT INFORMATION
Project Manager: Xxx Xxx
Customer Project Na'ama Halperin
Manager:
Prepared by: Consolidation
Document Version No. V 6.0
Preparation Date: 16.09.2003
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INDEX
DOCUMENT INFORMATION................................................ 1
DOCUMENT INFORMATION................................................ 2
1 INTRODUCTION................................................. 4
1.1 DEFINITIONS................................................... 4
2 TRANSITION PHASE............................................. 6
2.1 GENERAL....................................................... 6
2.2 OPERATIONAL TRANSFER.......................................... 6
2.2.1 TRANSFER OPERATIONS ACTIVITIES FROM CUSTOMER TO HP-OMS..... 6
2.2.2 HP-OMS DAY 1 OPERATION..................................... 7
2.2.3 REQUEST FOR SERVICE DURING TRANSITION PHASE................ 9
2.2.4 DEFINE STANDARDIZATION POLICY.............................. 10
2.2.5 ESTABLISH HP-OMS REGIONAL SUPPORT CENTERS (RSC)............ 11
2.2.6 ESTABLISH HP-OMS MONITORING & CONTROL CENTER (MCC)......... 11
2.3 GAPS UPGRADE.................................................. 12
2.3.1 BACKUP SOLUTION COMPANY WIDE............................... 13
2.3.2 ANTIVIRUS STABILIZATION.................................... 14
2.3.3 CONNECT UNCONNECTED CUSTOMER SITES TO CUSTOMER'S NETWORK 15
2.3.4 TECHNOLOGY GAPS PER CUSTOMER SITE ......................... 17
2.4 SECURITY COMPLIANCE........................................... 18
2.4.1 SECURITY SERVICES ......................................... 18
2.4.2 SECURITY POLICY ........................................... 18
2.4.3 SECURITY COMPONENTS ....................................... 18
2.5 SOFTWARE LICENSE COMPLIANCE................................... 19
2.6 HP-OMS'S APPROACH & ASSOCIATED TIMELINES...................... 20
3 STABILIZATION PHASE.......................................... 21
3.1 OBJECTIVE..................................................... 21
3.2 SOLUTION INITIATIVES - GLOBAL PROJECTS........................ 21
3.3 DESCRIPTION OF SOLUTION INITIATIVES........................... 21
3.3.1 [**] IMPLEMENTATION ........................................ 22
3.3.2 MONITORING AND CONTROL SYSTEM IMPLEMENTATION .............. 22
3.3.3 WORLDWIDE NETWORK SOLUTION................................. 23
3.3.4 SOFTWARE DISTRIBUTION SYSTEM IMPLEMENTATION................ 25
3.3.5 [**]
3.3.6 [**]
APPENDIX B - TIMETABLE.................................................. 29
APPENDIX D - PROCEDURES TO BE DEFINED DURING TRANSITION PHASE........... 30
APPENDIX E - LIST OF THIRD PARTIES OUTSOURCERS.......................... 34
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1 INTRODUCTION
This Exhibit D is attached to the Master Services Agreement, dated as of
[_____________] 2003 by and between HP-OMS and Customer (the "Agreement") and
made a part thereof by reference. Capitalized terms not otherwise defined herein
shall have the meaning specified in the Agreement.
1.1 DEFINITIONS
"TRANSITION" - means the work that must be done to transfer the accountability
of all aspects included in the Services from Customer to HP-OMS without
interrupting the operation delivery.
"AS-IS LEVEL" means the service level of the Services existing at the Customer
Sites immediately prior to the Commencement Date, as described in the Customer
Site visit reports, collected by HP-OMS representatives during the Due Diligence
phase, and set out in APPENDIX A herein (Tecnomatix Site Reports), subject to
any improvement or changes that where made since then by the Customer prior to
the commencement date.
"TIMETABLE" has the meaning set out in SECTION 1(3)
"TRANSITION AND STABILIZATION PHASES" has the meaning set out in Section 1.3.
1. The Transition and Stabilization Phases shall commence as of the Commencement
Date and shall continue at varying lengths per Customer Site, until the
completion of the final Transition Milestone at each applicable Customer
Site, as described in the Timetable specified in Appendix B ("Timetable").
Accordingly, the Transition and Stabilization Phases may end at one Customer
Site while continuing at another Customer Site, provided, however, that in no
event shall the Transition and Stabilization Phases extend later than the ten
(10) month period following the Commencement Date (the "Transition and
Stabilization Phases").
2. During the Transition and Stabilization Phases, HP-OMS will: (i) provide all
the Services for a maximum period of the first ten (10) months following the
Commencement Date at the "As-Is" Level, provided that HP-OMS shall provide
Special Support for all Customer Software; and (ii) perform the transition
and stabilization services described in this Exhibit in accordance with the
Transition and Stabilization Milestones set out in the Timetable. Upon
completion of the Transition and Stabilization Phases at each applicable
Site, HP-OMS shall provide the Services at the Service Levels without
Credits. After ten (10) month from commencement date, HP-OMS shell provide
the Services at the Service Levels including Credits.
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3. During the Transition and Stabilization Phases, HP-OMS will build the
Services operations, including without limitation, all tools, methodologies
and standardizations to enable the provision of the Services in accordance
with the Service Levels upon completion of the Transition and Stabilization
Phases.
4. At first during the Transition Phase, HP-OMS will provide the Services with
no change as they were before Commencement Date. Then, HP-OMS will
systematically set up its mode of operations, as described herein, in order
to achieve the Service Levels. Changing the mode of operation and providing
solutions for agreed gaps will enable HP-OMS to standardize the Service
Levels. In addition, HP-OMS shall define the detailed IT business procedures,
subject to Customer's written approval.
5. The work during the Transition and Stabilization Phases will be performed in
two parallel phases: Transition Phase and Stabilization Phase.
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2 TRANSITION PHASE
2.1 GENERAL
TRANSITION PHASE IS DIVIDED INTO TWO TYPES OF ACTIVITIES:
o Operational transfer
o Technological gaps closure
2.2 OPERATIONAL TRANSFER
OPERATIONAL TRANSFER INITIATIVES:
o Transitioned Employees transfer - according to EXHIBIT F
o Transfer operations activities from Customer to HP-OMS
o Set up HP-OMS Monitoring& Control Center (MCC)
o Set up HP-OMS Regional Support Centers (RSC)
o Define support Policy
o Define working procedures
2.2.1 TRANSFER OPERATIONS ACTIVITIES FROM CUSTOMER TO HP-OMS
The operational transfer shall be the first part of the Transition Phase. During
this phase HP-OMS will:
o Define (subject to Customer's approval) the support policy and guidelines
including but not limited to:
o The roles and responsibilities of the MCC
o The roles and responsibilities of the RSC
o Standardization
o Security compliance according to Customer's Security Policy
o Software license compliance
o 3 tiers of support (as described in EXHIBIT B, SECTION 5 (INCIDENT
MANAGEMENT))("SUPPORT TIERS")
o Define (subject to Customer's approval) operational and technical
procedures (as described in Appendix D - Procedures to be Defined During
Transition Phase)
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o Conduct training (HP-OMS-culture, administrative processes & procedures)
- HP-OMS will train/educate HP-OMS Personnel with all necessary
information and details in respect of the Services, including without
limitation the working procedures.
o Create site folder - HP-OMS will create a "Site Folder" for every
Customer Site. Each Site Folder will include information similar to the
content managed as of the Commencement Date at the Customer Site in
Israel. That folder includes:
o NT Server Form
o Unix Server Form
o List of workstations
o Network & relationships (Wins, DHCP etc) Diagrams
o Excel sheet for all names and roles of Customer Site users including
names of power users and users who authorized to initiate Emergency
Escalation Process
o Hardware inventory and users who are the "owners" of the hardware
o Applications in use at the Customer Site and support procedures for
the applications (e.g. installation, troubleshoot, etc.)
o Backup and restore procedures
o Any relevant procedures for Customer Site operation
o Ensure that the Baseline Survey and follow-up satisfaction surveys are
conducted, in accordance with the terms and conditions of EXHIBIT C
SECTION 5 (BASELINE INDEPENDENT SURVEYS) of the Agreement.
2.2.2 HP-OMS DAY 1 OPERATION
As of the commencement date:
i. [**];
ii. [**]
iii. HP-OMS shall take prompt steps to ensure that the third party contractors
providing outsourcing services to Customer immediately prior to the
Commencement Date, listed in Appendix [E] (the "THIRD PARTY OUTSOURCERS")
shall continue to provide such services through HP-OMS at least t for a
period of 4 months (Publicom for a period of 6 months), subject to
SECTIONS [7] (REQUIRED CONSENTS) AND [5.1B] (CUSTOMER RIGHTS CONCERNING
KEY PERSONNEL; REPLACEMENT OF HP-OMS PERSONNEL) of the agreement.
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IV. There are Customer's employees who provide support Services prior to
Commencement Date and those Services are part of HP-OMS scope under this
agreement. Some of those employees are included in Exhibit F and some are
not. Those employees that are excluded from Exhibit F will continue to
provide the same support Services according to the "As Is" description as
shown in Appendix A herein. This is until HP-OMS will take operational
responsibility to the applicable site and to a period no longer then 10
months.
In the event that, for any reason, HP-OMS fails to contract for the continuing
services of the Third Party Outsourcers throughout the Transition and
Stabilization Periods and Customer pays for such services directly to the Third
Party Outsourcers, Customer shall be entitled to deduct the amount of such
payments from the quarterly Target Price invoice from HP-OMS. Such Third Party
Outsourcer payments will be limited to the fees payable by the Customer for such
Outsourcers as mentioned in the Due Diligence findings and subject to HP-OMS
review of the invoice prior the payment. Customer will have the right to deduct
such payments as follows:
o Israel support contractor ("Integrity") - Deduction will be only for a
maximum period of up to 4 months if HP-OMS failed to contract for the
continuing services
o Israel security contractor ("Publicom") - Deduction will be only for a
maximum period of up to 6 months if HP-OMS failed to contract for the
continuing services
o Italy support contractor (Xxxxx Xxxxxxx) - Deduction will be only for a
maximum period of up to 6 months if HP-OMS failed to contract for the
continuing services
HP-OMS will prepare a training program for all HP-OMS Personnel (including
without limitation the Transitioned Employees) required for the provision of the
Services during the Transition and Stabilization Phases, provided that such
training will not adversely affect the Customer's daily activities. The training
program will include, without limitation:
o HP-OMS culture and methodologies
o The new support structure (RSC, MCC)
o Working procedures
o Scope of Work and Services to be provided to the Customer
In connection with all purchase orders issued by Customer prior to the
Commencement Date for HP-OMS Hardware, HP-OMS Software and/or Customer Software,
HP-OMS shall have the responsibility for (i) providing the Services in
connection therewith; and (ii) paying the relevant invoices, if received by
Customer or HP-OMS after the Commencement Date (or if not paid by HP-OMS,
Customer may pay, after receiving HP-OMS approval, the same and deduct the
amount of such payments from the quarterly Target Price invoice from HP-OMS).
Such approval will not be withheld without a reasonable cause.
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From and after the Commencement Date, any purchase request will be transferred
to HP-OMS to provide procurement services as defined in EXHIBITS A-B, subject to
SECTION [11] (CHANGE MANAGEMENT) OF THE AGREEMENT.
2.2.3 REQUEST FOR SERVICE DURING TRANSITION PHASE
During the Transition Phase, HP-OMS will set up its operations of the RSC and
the MCC.
Without limiting HP-OMS' obligations to provide the Services in accordance with
the Agreement, HP-OMS will ensure that its support engineers and all other
relevant HP-OMS Personnel (e.g. Network Engineer, System Administrator, etc.)
will learn, understand and gain in depth knowledge about the Customer's work
processes and needs. This stage is scheduled to last ninety (90) calendar days
as described in the APPENDIX B herein.
HP-OMS shall provide Customer end user support during the Transition and
Stabilization Phases and thereafter, in accordance with the following request
procedures, depending on the stage at which the request is made:
POINT AT WHICH SERVICE
REQUEST IS MADE (IN
DAYS FOLLOWING
COMMENCEMENT
DATE) METHOD FOR CUSTOMER REQUESTS FOR SUPPORT
----------------------- --------------------------------------------
Customer Site in Israel - via syshelp
1 - 30 DAYS Customer Sites other than in Israel - AS IS
PRIOR TO COMMENCEMENT DATE
ISRAEL - VIA SYSHELP
31-90 DAYS Customer sites other than in israel - via
email to dedicated email address
Israel - Via Ticketing System
91-150 DAYS Customer Sites Other Than in Israel - Via
Email to Dedicated Email Address
151 DAYS - End of Term All Customer Sites - Via Ticketing System or
According to Procedure Defined In EXHIBIT B,
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Piont at which service
request is Made (in
days following Method for Customwe Request for Support
Commencement
Date)
SECTION 5.6 (TICKETING SYSTEM MANAGEMENT)
2.2.4 DEFINE STANDARDIZATION POLICY
HP-OMS shall defined standards (for Customer's prior written approval) and then
shall standardize the IT Environment in a manner consistent with HP-OMS'
obligations to provide the Services in accordance with the Service Levels.
HP-OMS understands the complexity of the Customer's IT Environment and the fact
that support of Customer's IT Environment will include support of the following
environments:
o Office environment; and
o Development environment
HP-OMS will define a standard (for Customer's prior written approval) and then
standardize for each such environment the HP-OMS Hardware and HP-OMS Software.
It will be Customer's responsibility to cooperate with HP-OMS in its efforts to
implement the Customer-approved standardization policy in each environment,
provided that Customer end users are not prevented or delayed from performing
their daily tasks or otherwise adversely affected as a result of such
cooperation.
HP-OMS shall bear, and in no case shall Customer incur or be responsible for
paying, any additional costs or expenses as a result of HP-OMS' standardization
efforts unless the Customer did not purchase enough licenses as defined in
SECTION 2.5 (SOFTWARE LICENSE COMPLIANCE) HEREIN.
For example, if as a result of a new HP-OMS antivirus standard, existing
anti-virus software licenses are required to be replaced and purchased at one or
more Customer Sites, HP-OMS shall bear all costs and expenses in connection with
the purchase, installation and ongoing maintenance and support of such software
licenses at the applicable Customer Site(s), in accordance with the Services.
For the avoidance of doubt, HP-OMS shall define (with the Customer's prior
written approval) the Customer's IT corporate standards (e.g. IT corporate
internet browser application for office environment - Netscape or Explorer) and
standardize the same in accordance with this Section.
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2.2.5 ESTABLISH HP-OMS REGIONAL SUPPORT CENTERS (RSC)
Regional Support Centers are HP-OMS' 1st tier support arm at the Class 1
Customer Sites. RSCs support Class 1 and Class 2 Customer Sites as described in
EXHIBIT B SECTION 5.1, TABLE 2. The RSC will serve as a single point of contact
(SPOC) for Customer end-users.
HP-OMS responsibilities in setting up the RSC will include without limitation:
o Defining RSC support workflow and working procedures until Monitoring
and Control System is operational.
o Defining escalation process until Monitoring and Control System is
operational.
o Hiring RSC personnel if required
o Training the RSC personnel on the defined support workflow and working
procedures
o Publishing the support workflow and escalation process to the Customer
end users.
The RSC at the Israeli Customer Site will receive daily/weekly activity reports
from RSC personnel prior to the implementation of the Ticketing System. These
reports will assist the RSC to control the Customer Site support.
Once the MCC is operative, HP-OMS will update the support workflow and working
procedures and the RSC will continue to serve as first tier support to the
Customer end users.
2.2.6 ESTABLISH HP-OMS MONITORING & CONTROL CENTER (MCC)
The Monitoring & Control Center (MCC) will be located at the HP-OMS premises in
Ra'anana, Israel. The MCC functions will include without limitation, providing
the RSC and the Customer global control over the worldwide support process, 2nd
and 3rd tier support (as defined in EXHIBIT B, SECTION 5 (INCIDENT MANAGEMENT),
and ability to monitor the infrastructure and system administration services.
HP-OMS will install a communication line between the MCC and the Israeli
Customer Site that will be used to connect the MCC to the Customer WAN as
detailed in SECTION 3.3.3 herein.
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In order to provide support for HP-OMS efficient provision of the Services,
HP-OMS will implement information systems as described in SECTION 3
[STABILIZATION PHASE] herein.
Only authorized HP-OMS Personnel from the MCC will have access to the Customer
network.
Until the Transition and Stabilization Phases are finalized, the MCC will
provide basic services, including without limitation:
o 2nd and 3rd Support Tiers for the RSC
o NT and Unix system administration
o Exchange administration and support
o Security Systems (e.g. Firewall) management
o Non proactive network monitoring
o DBA Services
2.3 GAPS UPGRADE
HP-OMS shall implement and perform projects to address the agreed technology
gaps in Customer's infrastructure at the applicable Customer Sites, in
accordance with the Timetable, and as specified below and in Exhibit E Appendix
D.
HP-OMS RESPONSIBILITIES
o Consult the Customer on any open technical issues, implement and support
the suggested solution for each technology gap upgrade item, as specified
in EXHIBIT E, APPENDIX C (THE EXHIBIT E GAPS UPGRADES")
o Provide the Customer, prior to HP-OMS performing any work, with a
separate cost list for all technology gap upgrade items, which are not
defined in Exhibit E, Appendix C, for Customer's approval, and implement
and support the agreed solution for such technology gap upgrades, as
agreed in writing between the parties (such agreed technology gap
upgrades and the Exhibit E GAPS UPGRADES COLLECTIVELY, the "gaps
upgrades"). customer responsibilities
o Review and confirm whether it approves of HP-OMS solution design for
the Gaps Upgrades
JOINT RESPONSIBILITIES
o HP-OMS will work with Customer to define a working plan to implement Gaps
Upgrades
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GAPS UPGRADE INITIATIVES INCLUDE AMONG OTHER THINGS:
o Backup solution company wide
o Antivirus stabilization
o Technology gaps - Provide solutions per Customer Site
o [**]
2.3.1. BACKUP SOLUTION COMPANY WIDE
2.3.1.1 PURPOSE AND BACKGROUND
As discovered during the Due Diligence phase, backup and recovery procedures are
not clearly defined and there is no working backup infrastructure for every
Customer Site. The Customer Sites locations at which backup and restore systems
will be improved, in accordance with the standard backup policy by HP-OMS are:
o [**]
HP-OMS shall implement the backup and recovery solution before other major
projects, in accordance with the Timetable.
2.3.1.2 OBJECTIVES
The objectives of this project are:
o Define backup and recovery procedures
o Reliable backup and recovery solutions at all Customer Sites
o Improve backup success rate
2.3.1.3 PROJECT SCOPE
The scope of this project is to:
o Define backup and restore policy
o Analyze and define backup recovery and restore procedures
o Design backup solution per Customer Site
o Purchase systems and media (tapes)
o Reconfigure existing systems to comply with HP-OMS backup procedures
(Hardware and Software)
o Implement Backup and Restore Systems at all Customer Sites
o Connect the backup systems to the Monitoring and Control System (will be
done as part of the Stabilization Phase)
o Nominate at least two backup operators) per Class 2 Customer Site and
train them
o Create and submit to the Customer, commencing immediately after the
implementation of the backup system, weekly and monthly backup success
rate reports.
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2.3.1.4 PROJECT ABSTRACT DESCRIPTION
o Design new/upgraded backup solution based on the existing tools or
implementation of new tools
o Implementation of the defined solutions at all Customer Sites
o Analyze the existing backup and recovery requirements
o Analyze roles and responsibilities
o Design new/changed backup solution based on the existing tools or
implementation of new tools
o Implementation of the defined solution
2.3.1.5 DELIVERABLES
o Backup and restore policy in accordance with the Service Levels
o Backup and restore procedures per Customer Site
o Document solution design for backup and recovery processes
o Operative Backup and restore system per Customer Site
o Training kit for backup operators
o Weekly and monthly backup success rate reports commencing immediately
after implementation of the backup system and continuing throughout the
Term.
2.3.2 ANTIVIRUS STABILIZATION
2.3.2.1 PURPOSE AND BACKGROUND
As discovered during the Due Diligence phase, Antivirus protection is not
installed on all Customer Site servers and workstations and virus update is not
always being performed correctly. The survey also discovered that different
Antivirus applications are used company wide.
Due to the high security risk of virus intrusion attacks, HP-OMS will deal with
this issue as one of the first technology projects (in accordance with the
Timetable) to ensure that standard Antivirus on all Customer servers and
workstation will be installed and configured and will operate and be supported
in accordance with the Service Levels.
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2.3.2.2 OBJECTIVES
The objective of this project is:
o Provide virus protection for all company computers (Servers and
workstations) in accordance with the Service Levels
2.3.2.3 PROJECT SCOPE
The scope of this project is to:
o Design new/changed Antivirus solution
o Purchase missing Antivirus Licenses. If replacing existing licenses not
compliant with standard at no cost. If there were no licenses before
Commencement Date, on Customer expense.
o Install Antivirus applications on all Servers and Workstation at all
Customer Sites
o Configure Antivirus applications according to the solution design at all
Customer Sites
o Verify that updates are done constantly at all Customer Sites
o Train support teams on security policy and Antivirus procedures
o Communicate the importance of Antivirus updates to end-users
2.3.2.4 PROJECT ABSTRACT DESCRIPTION
o List all the workstations and the servers that require Antivirus
installation/reinstallation/update
o Execute changes to necessary computers
o Update the scanning and update/scan procedure in all the computers:
servers every day and workstations every week
o Monitor servers and workstations to ensure computers are working
according to the update/scan procedure
2.3.2.5 Deliverables
o Security policy implementation
o Antivirus procedures
o Document solution design for Antivirus
o Constant Antivirus updates on all workstations and Servers at all
Customer Sites
o Training kit for support teams and end-users
o Weekly and monthly updates reports for Servers
2.3.3 CONNECT UNCONNECTED CUSTOMER SITES TO CUSTOMER'S NETWORK
2.3.3.1 PURPOSE AND BACKGROUND
In order to provide Services to all Customer's end-users, HP-OMS will use remote
control technology. The parties acknowledge that not every Customer Site as of
the Commencement Date has a connection to the Customer network. HP-OMS will
decide whether or not to connect an unconnected office to the Customer's
network, as long as the Service Levels to an unconnected office will be
maintained. THE CUSTOMER SITES IN THE FOLLOWING LOCATIONS [WILL BE CONNECTED] TO
THE CUSTOMER'S NETWORK NO LATER THEN TEN (10) MONTH AFTER COMMENCEMENT DATE:
Brussels
16
2.3.3.2 OBJECTIVES
The objective of this project is:
o To connect all Customer Sites (not connected as of the Commencement Date)
to the Customer network in accordance with the Timetable.
2.3.3.3 PROJECT SCOPE
The scope of this project is to:
o Learn and identify the Customer's technology requirements to perform the
connection per unconnected Customer Site
o Decide on communication method per Customer Site
o Order communication lines and relevant equipment
o Install security systems according to security policy
o Install and configure Customer Sites' systems to enable remote monitoring
o Connect the Customer Sites
2.3.3.4 PROJECT ABSTRACT DESCRIPTION
o Understand Customer's technology needs
o Look for suitable technology solution that complies with the Customer
global network
o Contact network provider to perform the connection
o Define working procedures with new connection method
o Execute necessary connection of the Customer Sites
2.3.3.5 DELIVERABLES
o HP-OMS Personnel will be able to support end-users by remote control on a
Customer-wide basis
o Ability to monitor all Customer infrastructure at all Customer Sites
o Ability to perform automatic software distribution to all Customer Sites
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2.3.4 TECHNOLOGY GAPS PER CUSTOMER SITE
2.3.4.1 PURPOSE AND BACKGROUND
The parties acknowledge that each Customer Site has a technology gap, which
adversely affects the quality of IT services and the service that the end-users
are receiving, and which has a significant impact on the overall Customer IT
operation.
This project consists of implementing necessary changes to bring the Customer
Sites to a technology level in accordance with the Timetable, which will enable
HP-OMS to provide the Services according to the Service Levels. HP-OMS shall
perform the technology gaps projects in accordance with a detailed report
prepared by HP-OMS based on its analysis of each Customer Site, which report's
recommendations are detailed in Exhibit E, Appendix C.
2.3.4.2 OBJECTIVES
The objective of this project is to:
o Solve major IT Environment infrastructure issues at Customer Sites
2.3.4.3 Project Scope
The scope of (and HP-OMS' responsibilities under) this project is to:
o Define Class 1 Customer Site IT Environment infrastructure standards
o Define Class 2 Customer Site IT Environment infrastructure standards
o List technology gaps at each Customer Site
o Purchase (at no additional cost to Customer in excess of the fees set out
in Exhibit E) required equipment and install it
o Provide and implement solutions for technology gaps according to gaps
table list described in Exhibit E Appendix C
2.3.4.4 PROJECT ABSTRACT DESCRIPTION
o Define Class 1 Customer Site IT Environment infrastructure standards
o Define Class 2 Customer Site IT Environment infrastructure standards
o Suggest technology solutions
o Set up a working plan to deal with technology gaps
o Work with Customer to reach agreement on work which needs to be done
o Execute resolution
2.3.4.5 DELIVERABLES
o Customer Sites will be compatible with Customer's needs
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2.4 SECURITY COMPLIANCE
[**]
2.4.1 SECURITY SERVICES
[**]
2.4.2 SECURITY POLICY
The Customer will provide HP-OMS, within one month after the Commencement Date,
an Information Security Policy.
The Customer's Information Security Policy defines information security as the
protection of information from loss of confidentiality, integrity and/or
availability. The scope of the policy includes all information, which is stored,
processed, transmitted or printed, using any system or storage medium. The
policy shall apply to all Customer Employees and HP-OMS Personnel.
For the first [**] months of the Transition and Stabilization Phases, HP-OMS
will maintain at least the same level of security ("As-Is") as detailed in
section 2.4.3 herein. Based on the Customer Information Security Policy, HP-OMS
and the Customer will define the security business procedures, which will comply
with Customer's security policy within [**] months after the Customer will
provide HP-OMS its Security Policy. HP-OMS shall comply with the Customer's
Information Security Policy and procedure and shall ensure its enforcement among
all relevant HP-OMS Personnel. Customer shall comply with the Customer's
Information Security Policy and procedure. Customer will submit HP-OMS its
security policy for review and approval. If Customer security policy will
include additional Services other then detailed in section 2.4.3 will be on
Customer's expense.
2.4.3 SECURITY COMPONENTS
HP-OMS acknowledges that the Customer has in place, immediately prior to the
Commencement Date, security standards that allow for or have:
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o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
For the first [**] months of the Transition and Stabilization phases, HP-OMS
will maintain at least the same level of security as detailed above and will
implement or suggest security improvements that will be defined no later then
[**] months after commencement date.
The time frame for security components versions upgrade (e.g. Fire wall,
Antivirus definition files) will be mutually defined per version release. [**].
2.5 SOFTWARE LICENSE COMPLIANCE
HP-OMS will gather and provide to Customer within [**] months from the
Commencement Date, information to Customer concerning the number of HP-OMS
Software licenses purchased by the Customer worldwide, before the Commencement
Date and will compare that number to the number of HP-OMS Software licenses in
use, as determined though HP-OMS' inventory system. In order to obtain any
missing licenses, for Microsoft software, Customer will pay directly to HP-OMS
the applicable amount to cover software relative cost in the baseline payments.
The pricing for the customer will be calculated using the Microsoft Enterprise
pricing model. For other software license, the Customer, in its discretion,
shall choose between purchasing the missing licenses directly, through a third
party or through HP-OMS, under the procurement process described in EXHIBIT A
SECTION 7.1(PROCUREMENT SERVICES), subject to SECTION 11 (CHANGE MANAGEMENT) OF
THE AGREEMENT.
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2.6 HP-OMS'S APPROACH & Associated Timelines
HP-OMS is committed to the Timetable as described in Appendix B herein. The
Timetable shall not be revised or amended without the Customer's prior written
consent. Time is "of the essence" with respect to the completion of the
Transition and Stabilization Phases at all Customer Sites in accordance with the
Agreement not later than [**] months following the Commencement Date.
Accordingly, if HP-OMS fails to complete the Transition and Stabilization Phases
within such period as a result of factors within the responsibility and control
of HP-OMS, Customer will provide HP-OMS with a list of rejections that should be
accepted by both parties and HP-OMS will have a Grace Period of [**] months to
correct those rejections. [**]
For the avoidance of doubt HP-OMS will provide the Services to the Customer
using Service Level measurements [**] months after the Commencement Date.
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3 STABILIZATION PHASE
The fully detailed Timetable for the Stabilization Phase is set out in Appendix
B, attached hereto and made a part of this Exhibit by reference.
3.1 OBJECTIVE
The objective of the Stabilization Phase is to implement information systems
that will assist HP-OMS to provide the Services.
3.2 SOLUTION INITIATIVES - GLOBAL PROJECTS
The following table summarizes the solution initiatives, which are considered as
required to evolve the Customer's IT Environment into one that compares to
HP-OMS Best Known Method (BKM) and ITSM guidelines].
TABLE 2: GLOBAL PROJECTS
GLOBAL PROJECTS
----------------------------------------------------------------------------
[**]
[**]
[**]
[**]
[**]
[**]
[**]
Therefore, the Parties agree that the implementation of the [**] and the
Monitoring and Control System is a condition precedent to meeting minimum
requirements to perform services according to the Service Levels. [**]
3.3 DESCRIPTION OF SOLUTION INITIATIVES
All Stabilization initiatives are described in more detail in the following
section with respect to:
o Purpose and Background
o Objectives
o Project scope
o Project abstract description
o Deliverables
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3.3.1 [**] IMPLEMENTATION
3.3.1.1 PURPOSE AND BACKGROUND
[**]
3.3.1.2 OBJECTIVES
o [**]
3.3.1.3 PROJECT SCOPE
o [**]
3.3.1.4 PROJECT ABSTRACT DESCRIPTION
o [**]
3.3.1.5 DELIVERABLES
o [**]
3.3.2. MONITORING AND CONTROL SYSTEM IMPLEMENTATION
3.3.2.1 PURPOSE AND BACKGROUND
Using advanced technology infrastructure with advanced management and monitoring
abilities is required to operate a 24/7 (manned 24/6) central control center,
which will manage all company infrastructure and control support activities
worldwide. MCC operation will rely on this technology to provide real time
support and monitoring from a central location. MCC will also be responsible for
the availability and functionality of the Monitoring and Control System.
3.3.2.2 OBJECTIVES
o Provide abilities to manage company infrastructure from central location
o Support back-office systems and communication infrastructures
o Ensure systems up-time
o Implement web enabled Monitoring and Control System to be used at all
Customer Sites worldwide.
o Preventive maintenance for HP-OMS Software and HP-OMS Hardware
o Improve performance and availability checks
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3.3.2.3 PROJECT SCOPE
o Define Monitoring and Control System (MCS) technology requirements
o Define automated checks and related alerts
o Implement the Monitoring and Control System at all Customers Sites,
starting with Israel and then at the rest of the world
o Optimize the preventive maintenance actions
3.3.2.4 PROJECT ABSTRACT DESCRIPTION
[**]
3.3.2.5 DELIVERABLES
o 7/24 monitored IT Environment
o [**]
o Provide Service reports as defined in EXHIBIT B APPENDIX H
o Constant update of solutions knowledge base
o Improve resolution of Service Requests
3.3.3 WORLDWIDE NETWORK SOLUTION
Current Customer Wide Area Network (WAN) relays on two types of communication
lines: Frame Relay (F/R) and Internet lines. 12 Customer Sites are connected via
F/R lines to the Israeli Customer Site office. X sites are connected via
point-to-point lines.
3.3.3.1 PURPOSE AND BACKGROUND
Customer is currently (prior to the Commencement Date) using (at most of its
Customer Sites) Infonet as the private WAN provider and a local ISP for an
Internet connection.
o [**]
3.3.3.2 OBJECTIVES
o [**]
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3.3.3.3 PROJECT SCOPE
o [**]
3.3.3.4 Project Abstract Description
HP-OMS will connect Customers sites to the WAN network according to connection
types methods as follows:
o [**]
CUSTOMER'S SITES CONNECTION TYPE WILL BE AS FOLLOWS:
[**] [**] [**]
----- ------ --------
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
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[**] [**] [**]
----- ------ --------
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
WAN network Services that will be provided by HP-OMS to the Customer will
comply with the Service Levels as detailed in EXHIBIT C APPENDIX A SECTIONS 2.4,
2.5.
3.3.3.5 DELIVERABLES
o [**]
o Monthly report of compliant with the above performance tables
3.3.4 SOFTWARE DISTRIBUTION SYSTEM IMPLEMENTATION
3.3.4.1 PURPOSE AND BACKGROUND
HP-OMS acknowledges the importance to Customer of achieving ability to support
software distribution.
Software Distribution Systems implementation will allow HP-OMS to perform
Software distribution and installation, and remote troubleshooting tools.
3.3.4.2 OBJECTIVES
The objective of this project is:
o Enable electronic HP-OMS Software and Customer Software distribution
o Standardize HP-OMS Software in use
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REASONS FOR USING ELECTRONIC SOFTWARE DISTRIBUTION TOOL:
o ELECTRONIC SOFTWARE DISTRIBUTION - Eliminates desktop visits and human
error by electronically distributing Software to all desktops and servers
on the Customer network from a central location.
o INSTALLATION - Provides an installation tool, which allows repackaging
changes and writing scripts to create a package for any Windows-based
application. The users will use these scripts to install or update the
Software on their computers.
o UNATTENDED SOFTWARE INSTALLATION - Installs Software without requiring
any user interaction and can install Software with administrator rights
using Systems Management Server for off-hours distribution or
distribution to servers
3.3.4.3 PROJECT SCOPE
o Implement software distribution system for all types of Customer users
(e.g. software development users, administrative users) in supported
languages as defined in EXHIBIT B SECTION 5.7 (TICKETING SYSTEM
MANAGEMENT)
3.3.4.4 PROJECT ABSTRACT DESCRIPTION
o Analyze the different types of Software versions and languages, which
will be distributed around the world
o Design software distribution and management servers' architecture.
o Define and document working procedures including installation approval
procedure
o Installation of management servers according to suggested architecture.
o Gather information on the status of computers and the installed Software.
o Build the necessary scripts to enable the users to perform the Software
updates remotely.
o Build the reports and the control procedures in order to have the same
Software level in all the computers and to control the Software that is
being installed in each computer
o Train the support teams and end-users how to use the system
o Implementation of the defined solution
3.3.4.5 DELIVERABLES
o Software distribution and installation approval working procedures
o Operative Software distribution system
o Training kit for support teams and Customer end-users
o Up to date Software inventory
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3.3.5 [**]
3.3.5.1 Purpose and Background
[**]
3.3.5.2 OBJECTIVES
The objectives of this project are:
o [**]
3.3.5.3 PROJECT SCOPE
o [**]
3.3.5.4 PROJECT ABSTRACT DESCRIPTION
o [**]
3.3.5.5 DELIVERABLES
o [**]
3.3.6 [**]
3.3.6.1 PURPOSE AND BACKGROUND
[**]
3.3.6.2 OBJECTIVES
o [**]
3.3.6.3 PROJECT SCOPE
o [**]
3.3.6.4 PROJECT ABSTRACT DESCRIPTION
o [**]
o Train the end-users worldwide about the new system
o Implement support knowledge base
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3.6.5.5 DELIVERABLES
[**]
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APPENDIX B - TIMETABLE
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APPENDIX D - PROCEDURES TO BE DEFINED DURING TRANSITION PHASE
TYPE PROCEDURE NAME DESCRIPTION
-------- ----------------------- ----------------------------------------------------------------------
Security Permissions procedure How to manage permissions to a user account. The procedure will include
process description for permission approval for end-user, which level
will be given, etc.
Security Remote Access Which users are entitled to Secure Remote connection.
How to use the secure remote connection.
Security Security Policy Detailed Customers' Security policy
Security Firewall management How to manage the firewalls and their rule base
Security e-Safe management How to manage the e-Safe's and their rule base
Security Antivirus management How to manage the Antivirus systems on the workstation level, server
level and mail systems level.
Security Virus alert What should be done when a virus was fund on the workstation level,
server level and mail systems level?
Security Password reset procedure Procedure for resetting/ unlocking end-user account
MCC Backup and restore Backup and restore activities locally and by MCC
MCC Support workflow Incident workflow and end-users escalation procedures.
Support Incident Management
Support Remote/traveling users Supporting procedure for remote/traveling users' support environment
Support Home users Supporting procedure for home users' support environment
Support Business Application - Clarify support process and procedures
Clarify
Support Business Application Support process and procedures for other business applications
Support New installations - Desktop installation procedure for office use
Desktops office
environment
Support New installations - Desktop installation procedure for development use
Desktops development
environment
Support New installations - Laptop installation procedure for office use
Laptops Office environment
Support New installations - Sales Laptop installation procedure for sales usage
Laptops
Support New installations - Unix Unix workstation installation procedure for development use
workstation
Support Software installation - Installation procedure for office environment software (e.g. MS-office,
Office environment Visio etc)
software
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TYPE PROCEDURE NAME DESCRIPTION
-------- ----------------------- ----------------------------------------------------------------------
Support Software installation - Installation procedure for development software (e.g. exceed, visual
Development environment studio etc)
software
Support Full Support procedure
Support Make it work support
procedure
Support Special support procedure
Support
Support 3rd party support How and when to ask for a 3rd party support
procedure
Support 3rd party support List all 3rd party vendors , suppliers and providers which requires for
providers list the support process and their contact information
Support Computers/ hardware
location change procedure
Support New end-users
installation request
procedure
Support Hardware upgrade
procedure
Support Software Support Support procedure of HP-OMS Software and Customer Software
Support Management escalation Process and procedure for operating necessary project key personnel
procedure
RSC RSC Class1 working RSC duties and responsibilities in Class 1 sites
procedure
RSC RSC Class2 working RSC duties and responsibilities in Class 2 sites
procedure
RSC RSC escalation
procedure
MCC MCC escalation
procedure
MCC Environment What is the current monitoring system setting and what is being monitor
monitoring procedure
MCC Monitoring system Process required for changing the monitoring and control; system
changing procedure settings
MCC Ticketing System What is the current ticketing system setting and what is the current
procedure workflow
MCC Ticketing system changing Process required for changing the monitoring and control; system
procedure settings
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TYPE PROCEDURE NAME DESCRIPTION
-------- ----------------------- ----------------------------------------------------------------------
MCC Proactive maintenance When and how to perform proactive maintenance
procedure
MCC Server installation How to install a new server
procedure
MCC Crisis management
MCC Reporting procedure SLA management and reporting procedure
MCC Shift transfer Internal MCC procedure on what should be done during MCC shifts
transfer.
MCC Environmental changes Who is allowed to make changes in the different infrastructure
environments, when and who should authorize it.
MCC Remote/traveling users Remote/traveling users' support environment
MCC Service Request Escalation
Process
MCC Software Distribution
MCC HP-OMS Software Standard
MCC Assets management
MCC Site operation How to operate Customer Sites IT infrastructure
MCC Printer installation How to install printer, when and printers maintenance activities
MCC Site folder change How and who can approve changes to the sites folder
procedure
MCC WAN support procedure WAN current configuration and support procedure
MCC WAN escalation procedure
Procurement Hardware and software How to order new hardware or software, who can order, who needs to
order procedure approve, where should the order made etc
Procurement Orders tracking procedure How and when to track hardware and software orders
Procurement
General Change Management Change management process and procedure
Procedure
General
General License management Software license management procedure
procedure
General Contracts management 3rd party contracts management
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TYPE PROCEDURE NAME DESCRIPTION
-------- ----------------------- ----------------------------------------------------------------------
General New HP-OMS support person Process and procedure for training new HP-OMS support xxxxxxx
General Adding/removing sites Process and procedure for adding or removing customer's site
End user Service Request Reporting How to report a Service Request to the Ticketing Systems and what to do
when the System is not accessible
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APPENDIX E - LIST OF THIRD PARTIES OUTSOURCERS
Israeli Office - Integrity
Israeli Office - Publicom
Italian Office - Xxxxx Xxxxxxx
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