EXHIBIT 10
MASTER SERVICE AGREEMENT
AGREEMENT made as of September 1, 1997, by and between ATS Money Systems
("ATS Money Systems"), with its principal office at 00 Xxxxxxxx Xxxxx,
Xxxxxxxxx, Xxx Xxxxxx 00000, and Vanstar Corporation ("Vanstar"), a
Delaware corporation with its principal office at 0000 Xxxx Xxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000.
WHEREAS, Vanstar is a provider of desktop-computing technology services;
WHEREAS, ATS Money Systems desires to utilize Vanstar's desktop-computing
technology services as set forth below;
WHEREAS, Vanstar has indicated its willingness to provide such services as
set forth below.
NOW THEREFORE, the parties hereby agree as follows:
1. Scope of Services
Subject to the general terms and conditions set forth in this Agreement
and of any exhibits and/or amendments to which the parties may mutually
agree in writing, ATS Money Systems agrees to purchase from Vanstar,
and Vanstar agrees to provide to ATS Money Systems such services, as
identified and priced in Exhibit A, including specified reporting and
performance parameters as set forth therein. Subsequent exhibits
and/or amendments may be added to this Agreement from time to time
during the Agreement term, by mutual agreement and execution by both
parties in writing.
ATS Money Systems will review the progress of services performed by
Vanstar hereunder no less frequently than monthly. Changes will be
processed by both parties in accordance with the Change Management
Process of Exhibit B. All resulting changes requested by ATS Money
Systems will be in writing.
Vanstar will notify ATS Money Systems if a requested change would either
require additional time or increase Vanstar's charges in excess of those
stated within this Agreement. Vanstar will perform the change only if
Vanstar and ATS Money Systems agree in writing on additional time and/or
charges.
In the event that end item materials or data are first developed for ATS
Money Systems by Vanstar under this Agreement it is agreed that ATS Money
Systems will have all right and title to such material and/or data. Nothing
in this Agreement, however, will be construed to restrain either party in
the use of the techniques and skills of computer operation, system design
and programming which may be used or acquired in the course of this
Agreement.
ATS Money Systems agrees that any machine-readable data or software
furnished to Vanstar for use in the services to be provided herein
or for use in configuring any hardware on ATS Money Systems' account
for any purpose agreed to by ATS Money Systems will be in good and
usable condition. ATS Money Systems will be responsible for the
correctness and completeness of any such data and/or software. ATS
Money Systems will retain copies of all data and software provided
to Vanstar.
2. Program Management, Review Meetings, and Disputes Resolution
ATS Money Systems and Vanstar shall each appoint a Program Manager of
suitable experience to be its single operational interface and point
of initial contact for the duration of the Agreement. Either party
may change its Program Manager by providing reasonable written notice
to the other party of such change before the change is to become
effective. The Program Managers will establish and jointly host
regular quarterly program status meetings of suitable representatives
of both parties, at mutually agreed times and locations, to discuss
such items as: issues arising in connection with performance of this
Agreement by ATS Money Systems and/or Vanstar, proposed changes in
accordance with the Change Management Process of Exhibit B, and
potential cost savings projects.
Both ATS Money Systems and Vanstar have an interest in improving the cost
effectiveness of the service delivery over the period of this Agreement.
ATS Money Systems and Vanstar Program Managers will conduct a quarterly
planning meeting throughout the period of the Agreement to identify and
evaluate potential cost savings due to productivity and/or efficiency gains.
The parties will implement any related projects by separate agreement, and
if necessary, amend this Agreement in accordance with Section 1 above. The
goal of this effort is to achieve tangible cost savings for ATS Money
Systems and improved profitability for Vanstar.
In the event there is a performance or proposed change issue which cannot
be resolved at these review meetings, either party may request that their
Program Managers meet separately to resolve the issue. If the issue is
still not resolved to the mutual satisfaction of both parties, then the
Program Managers will involve the ATS Money Systems and Vanstar contracting
authorities to resolve the issue.
For any Agreement performance issues, as the final step in the resolution
process, and prior to either party giving written notice of intent to
terminate, as described in Section 3, ATS Money Systems and Vanstar will
each designate a corporate executive who will meet to resolve the issue.
3. Term and Termination
The parties agree that the term of this Agreement will commence upon
September 1, 1997, and continue for a period of three (3) years. ATS Money
Systems may terminate this Agreement at any time for any reason upon ninety
(90) days prior written notice. Vanstar may terminate this Agreement at any
time for any reason upon ninety (90) days prior written notice. If ATS Money
Systems becomes insolvent, is unable to pays it's debts when due, ceases to
operate in the normal course of business, has a receiver appointed, or has
it's assets assigned, it shall be considered a material breach and Vanstar
may cancel any unfulfilled obligations and terminate for cause without
notice. In the event Vanstar is purchased by a third party during the
term of this Agreement ATS Money Systems may terminate the Agreement by
providing Vanstar with ninety (90) days prior written notice.
If Vanstar fails to perform substantially in accordance with its obligations
under this Agreement, ATS Money Systems may notify Vanstar in writing of
the nature of the failure. If Vanstar fails to correct such failure within
sixty (60) days of receipt of ATS Money Systems notice, or secure ATS
Money Systems' written approval for an extension, , ATS Money Systems
may there upon terminate all or part of this Agreement, as applicable.
Such approval for an extension shall not be unreasonably withheld.
Except for non-payment by ATS Money Systems, if ATS Money Systems fails
to perform substantially in accordance with its obligations under this
Agreement, Vanstar may notify ATS Money Systems in writing of the nature
of the failure. If ATS Money Systems fails to correct such failure within
thirty (30) days of receipt of Vanstar's notice, Vanstar may, in addition
to any other remedies provided herein or by law, cease providing services
hereunder and/or terminate specific exhibits or amendments for Service,
or this entire Agreement for cause. In the event of non-payment by ATS
Money Systems, Vanstar may give fifteen (15) days written notice after
payment was due, and, in addition to any other remedies provided herein
or by law, cease providing services hereunder or terminate specific
exhibits or amendments for Service or this entire Agreement for cause,
if payment is not made by the end of the fifteen (15) day notice period.
Upon termination of this Agreement by ATS Money Systems, Vanstar shall
upon mutual agreement and as requested by ATS Money Systems in writing
prior to the termination date, continue delivering services at the
contract terms for an additional two (2) months. Such approval for
an extension shall not be unreasonably withheld.
4. Prices and Payment
Prices for Covered Maintenance Services and Billable Call Services shall
be as set forth and defined in Exhibit A. The parties agree that after
the first three (3) months of the Agreement, all service requirements,
pricing and price assumptions will be reviewed for effectiveness and
validity. Mutually agreed upon changes with the appropriate pricing
adjustments may be made for the remainder of the initial twelve (12)
months and apply retroactively to the beginning of the Agreement.
All pricing and service requirements will be reviewed on an annual basis.
Mutually agreed upon changes with the appropriate pricing adjustments may
be made and applied going forward.
Invoices for Covered Maintenance Services will be provided by Vanstar to
ATS Money Systems on a monthly basis. ATS Money Systems acknowledges that
the prices for Covered Maintenance Services are based upon the actual
quantities of supported equipment as identified in Exhibit A, as provided
to Vanstar by ATS Money Systems, and the "Pricing Factors & Assumptions"
identified in Exhibit A, derived from information discussions with ATS
Money Systems. ATS Money Systems agrees that Vanstar may adjust the
Covered Maintenance Services pricing in the event Vanstar determines
the data and/or documented information from ATS Money Systems was
incomplete, incorrect, or otherwise substantially affects the basis
of Vanstar's pricing. Vanstar shall notify ATS Money Systems in writing
of any proposed adjustments to Covered Maintenance Services pricing,
including supporting rationale/justification. All price changes will
be mutually agreed in writing in accordance with Section 1. The intent
of both parties is that all changes to Exhibit A be resolved through
the Change Management Process of Exhibit B.
In the event that ATS Money Systems adds new equipment types and/or models,
Vanstar will use the same pricing methodology as used for current Covered
Maintenance Services to determine the proposed adjustments to contract
pricing.
Invoices for Billable Call Maintenance services shall be provided to
ATS Money Systems on a monthly basis. Copies of supporting data
documenting the maintenance calls shall be attached.
Invoices are payable to Vanstar within thirty (30) days from the date of
invoice.
5. Taxes
ATS Money Systems agrees to pay charges for the goods and services set
forth herein plus an amount equal to any applicable sales, use, excise,
value added, utility or similar taxes, unless otherwise provided for in
writing and set forth in this Agreement. In lieu of paying such taxes
ATS Money Systems will provide Vanstar with a tax exemption certificate
acceptable to the taxing authorities.
6. Confidentiality
Vanstar and ATS Money Systems acknowledge that material and information
may come into the possession or knowledge of each in connection with this
transaction or the performance hereof, which consists of confidential and
proprietary data. Vanstar and ATS Money Systems agree to hold all material
and information, including but not limited to such confidential and
proprietary data, in strictest confidence; not to make use thereof
other than for the performance of the contract; to release it only
to employees requiring such Information and not to release or disclose
it to any other party. No obligation of confidentiality applies to
any Information that the receiving party (i) already possesses without
obligation of confidentiality; or (ii) develops independently; or
(iii) rightly receives without obligation of the confidentiality
from a third party; or (iv) receives after prior disclosure by the
disclosing party to a third party without similar restrictions. This
obligation shall survive the expiration or termination of this Agreement.
7. Warranties
Vanstar warrants that the services provided will be performed in a
professional and workmanlike manner and in accordance with the
applicable service descriptions as set forth in exhibits to this
Agreement. Vanstar's sole obligation for failure to perform any
service substantially in accordance with the applicable service
description will be refund of any charges paid by ATS Money Systems
to Vanstar for services which were not performed as warranted.
Vanstar agrees to take all necessary steps to provide, to the
extent permitted by third party vendors, any and all license rights
and/or manufacturers' warranties related to the replacement hardware
and/or software provided and such warranties shall be exclusive.
Vanstar warrants that it is in compliance with all federal, state and local
laws and regulations as such may pertain to this Agreement or the services
being provided by Vanstar hereunder.
IN NO EVENT WILL VANSTAR BE LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER
ARISING FROM ITS FAILURE TO DISCOVER OR REPAIR LATENT DEFECTS OR DEFECTS
INHERENT IN THE DESIGN OF THE EQUIPMENT BEING PROVIDED UNDER THIS AGREEMENT.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO OTHER WARRANTIES,
EXPRESS, IMPLIED OR STATUTORY INCLUDING ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, APPLY TO HARDWARE AND/OR SOFTWARE
PROVIDED HEREUNDER.
8. Limitation of Liability
EXCEPT FOR SECTIONS 7 (WARRANTIES) AND 10 (INDEMNIFICATION) OF THIS
AGREEMENT, FOR ANY BREACH OF THIS AGREEMENT BY VANSTAR, ATS MONEY
SYSTEMS' EXCLUSIVE REMEDY SHALL BE LIMITED TO REFUND OF CHARGES PAID
BY ATS MONEY SYSTEMS DIRECTLY ATTRIBUTABLE TO THE BREACH AND DURING
THE PERIOD OF BREACH UP TO THE TOTAL AMOUNT OF THIS AGREEMENT.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL,
INCIDENTIAL OR CONSEQUENTAL DAMAGES EVEN IF A PARTY IS ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
This obligation shall survive the expiration or termination of this
Agreement.
9. Force Majeure
Except for failure to make payments when due, neither party shall be liable
for loss or damage suffered as result of any delay or failure in performance
under this Agreement or interruption of performance resulting directly or
indirectly from acts of God, civil or military authority, acts of public
enemy, war, riots, civil disturbance, insurrections, accidents, fire,
explosions, earthquakes, floods, water, wind, or lightning to the extent
such events are beyond the reasonable control of the party claiming
excuse from liability resulting therefrom.
10. Indemnification
Vanstar shall defend, indemnify and hold ATS Money Systems harmless from
and against any and all costs, claims, liabilities, damages and expenses
(including reasonable attorney's fees) on account of personal injuries
and/or damage to or loss of tangible personal property caused by negligent
or willful acts or omissions of Vanstar's employees, agents, contractors or
prospective customers provided that Vanstar is notified promptly in writing
and given authority, information and assistance to defend and/or settle or
compromise such suit or proceeding. Vanstar however, shall not be
responsible for any compromise or settlement of any such suit or
proceeding made without Vanstar's prior consent. Additionally,
Vanstar's obligations and responsibilities hereunder will be mitigated
to the extent of relevant ATS Money Systems' negligence or willful acts
or omissions.
Vanstar warrants that the services provided hereunder shall be provided free
of any rightful claim of any third party for infringement of any duly issued
patent, registered design, utility model, trademark, copyright or any other
intellectual property right. If notified promptly in writing and given
authority, information and assistance, Vanstar shall defend, indemnify and
hold harmless ATS Money Systems of from and against any and all costs,
claims, liabilities and expenses (including reasonable attorney's fees)
based on or related to a claimed infringement and shall pay all damages
and costs finally awarded therein or made in settlement or compromise
thereof against ATS Money Systems due to such claim. In the event the
services provided to ATS Money Systems hereunder are in such suit held
to constitute such an infringement and further use is enjoined, Vanstar
shall at its expense and option, either (i) procure for ATS Money Systems
the right to continue to use the services or, in the alternative;
(ii) modify the services so that they become non-infringing without
loss of functionality or, in the alternative; (iii) replace the services
with an equally suitable non-infringing service; or (iv) terminate this
Agreement and refund the price paid by ATS Money Systems for the infringing
service. This indemnity shall not extend to any infringement or alleged
infringement caused directly by a design or instruction in writing supplied
by ATS Money Systems, modification of the service by a party other than
Vanstar after delivery by Vanstar, or use or sale of the service in
combination with any other service. The foregoing states the entire
obligation and the exclusive remedy of each party hereto with respect
to any alleged intellectual property right infringement by any service
furnished hereunder.These obligations shall survive the expiration or
termination of this Agreement.
11. Insurance
During the term of this Agreement, both ATS Money Systems and Vanstar will
maintain in full force and effect, at their own expense, insurance coverage
to include Worker's Compensation, Employer's Liability, Commercial General
Liability, Automobile Liability and Property insurance. Certificates of
Insurance evidencing the required coverages shall be furnished to ATS Money
Systems and Vanstar respectively before any work is commenced hereunder and
shall provide: (1) that there will be no cancellation without 30 days prior
written notice and (2) each shall be named as an Additional Insured as their
interests may appear. All insurance policies shall be written by a company
authorized to do business in the state where the services are delivered.
12. General Provisions
12.1 Sole Benefit
The provisions of this Agreement are for the sole benefit of the parties
denoted hereunder and not for the benefit of any other persons or legal
entities.
12.2 Enforceability
If any provision of this Agreement (Including items incorporated by
reference) is declared or found to be illegal, unenforceable, or void,
then both ATS Money Systems and Vanstar shall be relieved of all
obligations arising under such provision; if the remainder of this
Agreement is capable of performance, it shall not be affected by
such declaration or finding and shall be fully performed.
12.3 Assignment and Subcontracting
Neither party may assign this Agreement without the prior written consent
of the other party, which consent will not be unreasonably withheld;
provided, however, that either party may assign this Agreement, without
consent, to a successor in interest to substantially all of the business
of that party to which the subject matter of this Agreement relates.
Vanstar is authorized to subcontract services hereunder with the
understanding and agreement by Vanstar and ATS Money Systems that
such subcontracting shall not relieve Vanstar of any of its liabilities
or obligations to ATS Money Systems to be performed hereunder.
Specifically, Vanstar shall ensure that its subcontractors comply with
the applicable provisions of this Agreement including, without
limitation, the Personnel Guidelines provisions of Exhibit A.
12.4 Governing Law
This Agreement shall be governed by the law of the State of New Jersey.
This provision shall survive the expiration or termination of this
Agreement.
12.5 Hiring of Employees
In the absence of Vanstar's consent, during the term of this Agreement
and for a period of twelve (12) months after expiration or termination
of this Agreement, ATS Money Systems agrees not to solicit and hire any
person who, during the year immediately preceding such hiring, has been
a Vanstar employee engaged in services as described herein. In the event
of breach of this provision ATS Money Systems agrees to pay Vanstar, as
liquidated damages, a sum equal to twelve (12) months pay for each hired
Vanstar employee at the rate paid by Vanstar for the last full month of
employment. This obligation shall survive the expiration or termination
of this Agreement.
12.6 Commencement of Action
Any action of any kind by either party arising out of this Agreement must
be commenced within two (2) years from the date the right, claim, demand,
or cause of action shall first arise. This obligation shall survive the
expiration or termination of this Agreement.
12.7 Notices
Notices hereunder shall be delivered and be effective as follows: (i)
Every written notice may be delivered in person or may be sent by courier,
telecopy, express mail or commercial equivalent, or postage prepaid or
first class mail, addressed to the party for whom it is intended at the
address specified at the head of this Agreement or such other address as
authorized representatives of the parties may agree in writing; (ii) Any
written notice shall be effective on the date received.
To ATS Money Systems: ATS Money Systems
00 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
To Vanstar : Vanstar Corporation
000 Xxxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxxx
Program Manager
12.8 Similar Services
Nothing in this Agreement shall bar Vanstar from providing to other
customers services that are similar or the same as services provided
to ATS Money Systems hereunder. Nothing herein shall bar ATS Money
Systems from obtaining from other suppliers services similar or the
same as the services provided by Vanstar hereunder.
12.9 Backup of Data
ATS Money Systems acknowledges and agrees that the use of computer
products is accompanied by a risk of loss of magnetically stored data
and agrees therefore to assume all responsibility for the back-up and
restoration of its own data. ATS Money Systems agrees that Vanstar shall
not assume any risk of loss of ATS Money Systems' magnetically stored
data in any way related to or resulting from the service of equipment
or systems by Vanstar or any other handling of ATS Money Systems'
magnetically stored data by Vanstar. ATS Money Systems hereby releases
Vanstar from any liability for loss of ATS Money Systems' magnetically
stored data from any and all causes.
12.10 Advertising and Publicity
During the term of this Agreement, Vanstar may include ATS Money Systems
among its list of clients but Vanstar may not otherwise mention ATS Money
Systems in any advertising or publicity without ATS Money Systems' prior
written consent, which consent shall not be unreasonably withheld. This
restriction shall survive the expiration or earlier termination of this
Agreement.
12.11 Complete Agreement
This Agreement (including Exhibits A and B and such other exhibits and/or
amendments as may be subsequently executed by the parties and incorporated
herein) contains the full understanding of the parties with respect to the
subject matter hereof, and no waiver, alteration, or modification of any of
the provisions hereof shall be binding unless in writing and signed by the
parties to this Agreement. Neither the course of conduct between the
parties nor trade usage shall act to modify or alter the provisions of
this Agreement. In the event ATS Money Systems issues a purchase order,
memorandum, or other instrument covering the services herein provided,
it is hereby specifically agreed and understood that such instrument is
for ATS Money Systems' internal purposes only and any and all terms and
conditions contained therein, whether printed or written, shall be of
no force and effect.
ACCEPTED AND AGREED TO:
VANSTAR CORPORATION ATS MONEY SYSTEMS, INC.
By: By:
Title:____________________________ Title:_____________________________
Date:____________________________ Date:______________________________
EXHIBIT A
SERVICES DESCRIPTION AND PRICE SCHEDULE
COVERED MAINTENANCE SERVICES AND PRICING
Covered Equipment
Vanstar will provide maintenance support for Standard Equipment and ATS
Equipment. Standard Equipment is defined as the equipment that Vanstar
currently provides support on a national basis. ATS Equipment is defined
as the unique proprietary hardware for which Vanstar will provide customized
support only for ATS Money Systems.
Standard equipment: All CPU's, and connected Monitors and Printers
ATS Equipment: All Currency Counters, ATS Keyboards, Interface
Boards, Encoders
Service Level Agreement (SLA's)
Standard equipment:
For all ATS Money Systems' end-user locations with the exception of Home
Depot, the response time shall be eight (8) business hours and the repair
time shall be the next business day after response. For Home Depot, the
response time shall be four (4) business hours and the repair time shall be
next business day.
ATS Equipment:
For all end-user locations, when ATS Money Systems is required to deploy a
repair part for ATS Equipment, ATS Money Systems' Helpdesk shall schedule
the Estimated Time of Arrival (ETA) for the Vanstar Field Engineer to go
on-site, based on the arrival of the repair part. Repair time shall be on
the day of the Vanstar Field Engineer's arrival. If an ATS Equipment
repair part is not required the response and repair times shall be as
defined above for Standard Equipment.
Other:
Repair is defined as returning the CPU to the DOS C-prompt or Windows
functionality level, and all other equipment to a functioning condition.
Vanstar shall not be responsible for delays as a result of the actions of
ATS Money Systems and/or ATS Money Systems' Customers, to include but not
limited to access to site, site readiness, availability of ATS Money Systems
supplied components, or customer request.
Principle Period of Maintenance
The Principle Period of Maintenance (PPM) is Monday through Friday 8:30-5:00
local time, excluding Vanstar holidays.
Call Process
Vanstar will provide ATS Money Systems with a remote CIM (Call Incident
Management) system interface to place, update and status service calls
directly. Vanstar will provide the software and training for the remote
system. ATS Money Systems will be responsible for hardware and communication
charges.
ATS Money Systems will have the option of placing calls telephonically for
the first ninety (90) days of the Agreement.
For all equipment, ATS Money Systems will provide the manufacturer, model,
customer and failure data, to include the recommended replacement part.
Each failing device will be assigned an individual service call incident
number.
For all ATS Equipment, as well as clone CPU (i.e. Acer, Goldstar, Leading
Edge) equipment, ATS will provide specific part numbers to be replaced at
the time of call placement. Failure to provide this information could
extend repair times.
Technical Support
ATS Money Systems will provide direct technical support to Vanstar Field
Engineers on request for all ATS Equipment service calls. ATS Money Systems
will provide an 800 number for Vanstar Field Engineer access to this
technical support.
Documentation and Training
ATS Money Systems will provide Vanstar with initial documentation and
training for ATS Equipment. Training delivery methods for ATS Equipment
shall be at Vanstar's discretion. ATS Money Systems will provide Vanstar
with initial documentation and training for new products and/or engineering
changes for existing equipment.
Program Manager
Vanstar will designate a Program Manager to be responsible for service
performance of the account. The Program Manager will reside in Atlanta and
have the following responsibilities:
Provide central Vanstar point of escalation for ATS Money Systems
management.
Manage the service delivery processes to ensure that Vanstar complies with
SLA's.
Meet with ATS Money Systems management regularly (via phone) to address
issues and provide resolutions.
Prepare monthly reports.
Manage the Change Management Process as defined in Exhibit B.
Parts Procurement and Management
Vanstar will provide necessary sparing for Standard Equipment at strategic
locations to meet the SLA's as defined above. Vanstar's Xxxxxxx logistics
center will manage the deployment and distribution of the parts throughout
Vanstar's service geography. ATS Money Systems will procure and manage the
spare parts for all ATS Equipment. Although ATS Money Systems plans to
generally deploy parts for next day delivery, ATS Money Systems will
determine when the parts will ship and establish ETA's for Vanstar's
on-site response based upon the part(s) availability on-site. ATS
Money Systems may elect to provide spare parts for ATS Equipment to
Vanstar on a consignment basis. In this event, the following Annual Pricing
shall be charged by Vanstar for Parts Management.
Parts Management:
Encoders $45.00
ATS Keyboard: $ 1.00
Model 537 Currency Counter: $11.00
Other Currency Counter: $ 9.00
Pricing Factors and Assumptions
1) Above pricing assumes 85% of calls require parts.
2) 70% First Time Repair Rate for ATS and Clone Equipment.
3) ATS will provide technical support to Vanstar technicians for ATS
Equipment.
4) ATS will provide all repair parts for ATS Equipment.
5) ATS Equipment Maintenance Pricing for this Agreement is based on
failure information provided by ATS Money Systems. The following
annual failure rates are assumed to be accurate:
Billable Call Maintenance Pricing
Service calls outside of the Principle Period of Maintenance (PPM) shall be
invoiced at the rate of $157.00 per hour, portal to portal, with a two (2)
hour minimum charge per incident.
Standard Equipment Installs shall be invoiced at a Per Incident rate of
$135.00 per system for locations within fifty (50) miles of a Vanstar
Service Location. Travel Time shall be invoiced at the rate of $115.00
per hour for locations beyond fifty (50) miles of a Vanstar Service Location.
Service as defined below as Billable Call Maintenance shall be invoiced at a
Time and Materials rate of $115.00 per hour, portal to portal, plus parts,
with a two (2) hour minimum change per incident.
ATS Money Systems Obligations in Association With Covered Maintenance
Services
(a) maintenance of environmental conditions at the location of equipment
installations in accordance with specifications established by the equipment
manufacturer;
(b) adequate working space, including telephone service, heat, light,
ventilation and electric power for use by Vanstar representatives on ATS
Money Systems sites;
(c) access to all equipment, attachments and features to be maintained,
rescheduled trips due to lack of such access shall be subject to charges as
described below in Billable Call Maintenance.
(d) supply and installation of all expendable items such as printer paper,
ribbons, magnetic tape, lamps, batteries, filters and disk cartridges;
(e) unless otherwise provided for in this Agreement, all software-related
services, including diagnosis of non-hardware problems; implementation of
programming, microcode or communication instruction sets; loading, saving,
replacement, backup, restoration or reloading of network operating systems
programs, databases, data or instruction sets; and interaction with
software supplier, interpretation of documentation or other services
required to Identify or resolve software problems.
Exclusions From Covered Maintenance Services
Covered Maintenance services do not include:
(a) maintenance of accessories, attachments, supplies, machines or other
devices that are not Supported Equipment items;
(b) repair or damage not caused by Vanstar, including without limitation,
damage resulting from accident, vandalism/burglary, neglect/misuse,
transportation, power, air conditioning or humidity control, telephone
equipment or communication lines failure, failure of foreign interconnect
equipment, use of external materials or supplies, which do not adhere to
manufacturer specification, or causes other than ordinary use.
(c) Supported Equipment specification changes in which no advance written
notice was provided to Vanstar;
(d) service which is impractical for Vanstar to render because of:
alterations in the Supported Equipment made by persons other than ATS Money
Systems, a qualified third party, or Vanstar without Vanstar's prior written
approval; the connection of Supported Equipment by mechanical or electrical
means to another machine or device; or the physical inaccessibility of
Supported Equipment;
(e) any services in respect to software or firmware programming or any
repair of any damage to Supported Equipment caused by software or firmware
programming;
(f) Reconditioning required when repair and parts cannot keep Supported
Equipment in operating condition;
(g) Consumables and/or ATS Money Systems maintainable items so designated
within the manufacturer/user documentation as operator responsibilities,
including but not limited to printer printheads, ribbons, toner, cartridges,
etc.;
(h) end-of-life replacement of print engines or other products that are
deemed by the manufacturer to have a designated life span;
(i) any replacement of the Cathode Ray Tube (CRT) for such occurrences as
burnt phosphor of the screen, but does include the replacement if the CRT
should fail; and
(j) restoration of drive images, software, or data on any systems including
servers, routers, or workstations.
(k) any action by ATS Money Systems which invalidates or voids the Supported
Equipment manufacturer warranty(ies).
All work requests by ATS Money Systems in association with the above noted
maintenance exclusions shall be acknowledged by the parties as out-of-scope
work under this Agreement (labor and material) and shall be handled in
accordance with Section 1 of this Agreement.
With the exception of item (a) above, ATS Money Systems or a qualified third
party may perform the corrective action to return the Supported Equipment to
an acceptable condition to re-instate in-scope Covered Maintenance Services.
Upon ATS Money Systems' request, Vanstar shall validate the corrective
action on a Billable Call Maintenance basis as described below.
Personnel Guidelines
Neither party nor its personnel are or shall be deemed to be employees of
the other party. Each party will be solely responsible for the payment of
its employees' compensation and benefits, including employment taxes,
workers' compensation, unemployment insurance and any similar taxes or
assessments arising out of or associated with their employment. Vanstar
agrees to maintain full and sole responsibility for the payment of Vanstar
personnel salaries (including withholding of income and social security
taxes), workers' compensation insurance, disability insurance and benefits,
health insurance and benefits, sick time, vacation time, personnel time off,
time off for religious observance and any and all other responsibilities,
obligations and liabilities employers have toward their employees.
This Agreement shall not create any partnership or joint venture between the
parties. Nothing contained in this Agreement shall constitute either party
as the agent or legal representative of the other for any purpose. No
provision of this Agreement grants either party any express or implied
right of authority to assume or create any obligation or responsibility
on behalf of or in the name of the other party, or to bind the other party
in any manner or thing whatsoever.
While on ATS Money Systems' premises in connection with the performance of
this Agreement Vanstar personnel will comply with the same rules of conduct
as apply to ATS Money Systems' own personnel at that location of which
Vanstar is given notice. On notice from ATS Money Systems, Vanstar will
remove immediately any of its personnel assigned to perform work under
this Agreement for ATS Money Systems who do not meet this condition. ATS
Money Systems agrees to provide to Vanstar such office facilities,
equipment, modems, telephone access and other resources necessary and
appropriate for Vanstar to perform its work for ATS Money Systems.
Vanstar agrees that provision by ATS Money Systems of such access by
Vanstar to ATS Money Systems' facilities shall not result in additional
charges to ATS Money Systems than are denoted within this exhibit.
Billable Call Maintenance
The term "Billable Call Maintenance" as used herein means any maintenance,
other than Covered Maintenance, performed by Vanstar and includes, but is
not limited to, the following types of maintenance:
(a.) Work requested by ATS Money Systems for rearrangement, such as
additional wiring, moving other equipment or cables, relocating Supported
Equipment or repairing a previously prepared site or station to make it
operational;
(b.) Electrical work external to the Supported Equipment;
(c.) Refinishing of Supported Equipment;
(d.) Adding or removing accessories, attachments or other devices not
included within the definition of Supported Equipment;
(e.) Work on Supported Equipment related to those actions and/or
circumstances identified in the above Exclusions From Covered Maintenance;
and
(f.) Specific requests by ATS Money Systems for maintenance in addition to
Covered Maintenance requirements. To include performing maintenance or other
services on Non-supported Equipment.
Billing
Invoices for Covered Equipment Maintenance Services will be provided by
Vanstar to ATS Money Systems on a monthly basis. Maintenance charges will
be based on actual quantities of Covered Equipment and will be charged at
the beginning of the monthly maintenance period (i.e., in advance) and
adjusted to reflect the changes in Base Rates from the previous maintenance
period. The quantities of each type of Standard Equipment and ATS Equipment
will be shown separately on the invoice. Invoices for Billable Call
Maintenance will be provided by Vanstar to ATS Money Systems on a monthly
basis. Copies of supporting data documenting the maintenance calls shall
be attached. Invoices are payable to Vanstar within thirty (30) days from
the date of invoice.
ACCEPTED AND AGREED TO:
VANSTAR CORPORATION ATS MONEY SYSTEMS, INC.
By: By:
Title:________________________ Title:_____________________________
Date:_________________________ Date:_____________________________
Master Service Agreement For ATS Money Systems September 1, 1997
