Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
EXHIBIT 10.9
CONFIDENTIAL
------------
AMENDED AND RESTATED
DEFINITIVE AGREEMENT
for
JOINT MARKETING AND SERVICES
BETWEEN
GLOBALCENTER INC.
AND
STORAGENETWORKS, INC.
FOR DATA STORAGE AND PROFESSIONAL SERVICES
May 31, 2000
INDEX
----------------------------------------------------------------------
SCOPE OF AGREEMENT............................................. 3
TERM........................................................... 4
UNDERTAKINGS................................................... 4
SUBCONTRACTING................................................. 5
IMPLEMENTATION PLAN............................................ 5
PROGRAM RESPONSIBILITIES....................................... 5
PROGRAM MANAGEMENT............................................. 6
CHARGES, PAYMENT AND INVOICING................................. 7
CONFIDENTIALITY................................................ 8
EXCLUSIVITY.................................................... 9
TERMINATION.................................................... 9
SERVICE LEVEL AGREEMENT........................................ 10
OWNERSHIP OF INTELLECTUAL PROPERTY............................. 10
WARRANTIES..................................................... 10
LIABILITY...................................................... 10
DISPUTE RESOLUTION............................................. 10
INDEMNIFICATION................................................ 11
GENERAL........................................................ 11
EXHIBIT A DESCRIPTION OF THE SERVICES.......................... 15
EXHIBIT B IMPLEMENTATION PLAN.................................. 17
EXHIBIT C SERVICE ORDER........................................ 28
EXHIBIT D STORAGENETWORKS FACILITIES REQUIREMENTS.............. 29
EXHIBIT I MUTUAL INDUCEMENTS................................... 34
EXHIBIT J PROJECT TEAM ROSTER.................................. 36
EXHIBIT K MARKETING ENGAGEMENT PLAN............................ 40
EXHIBIT L - RULES OF SALES ENGAGEMENT.......................... 41
The information (data) contained in this Agreement constitutes a trade secret
and/or information that is commercial or financial and confidential or
privileged.
This AMENDMENT AND RESTATEMENT OF JOINT MARKETING AND SERVICES AGREEMENT
(this "Amendment"), dated as of May __, 2000, is by and between
StorageNetworks, Inc., a Delaware corporation ("StorageNetworks") and
GlobalCenter Inc., a Delaware corporation (individually, "GlobalCenter" and
collectively, with StorageNetworks, the "Parties").
WITNESSETH
----------
WHEREAS, StorageNetworks and GlobalCenter (referred to therein as Global
Crossing Ltd.) are parties to that certain Joint Marketing and Services
Agreement, dated as of October 29, 1999 (the "Agreement");
WHEREAS, the Parties acknowledge that, as a result of a scrivener's error,
GlobalCenter Inc. was incorrectly referred to as Global Crossing Ltd. in the
Agreement;
WHEREAS the Parties further acknowledge that GlobalCenter has been, and
will continue to be, responsible for all of the obligations and undertakings
set forth in the Agreement;
WHEREAS, StorageNetworks and GlobalCenter desire to amend and restate the
Agreement as provided herein; and
WHEREAS, capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Agreement;
NOW, THEREFORE, in consideration of the premises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree to
amend and restate the Agreement as follows:
1. SCOPE OF AGREEMENT
1.1. The Parties desire to establish a cooperative program (the "Program") for
the design, installation and management of enterprise storage services and the
performance of professional services (collectively, the "Services") to current
and potential Customers through StorageNetworks Storage Points of Presence ("S-
POPs") S-POPs located in GlobalCenter Data Centers ("GDCs").
1.2. "Customers" shall mean any current and prospective customers who are (i)
hosted in GDCs and uses any Services provided through S-POPs in any GDCs, (ii)
not hosted in GDCs but use any Services provided through S-POPs in any GDCs
(except as otherwise mutually agreed to by the Parties) and (iii) hosted in GDCs
and use Services provided remotely through S-POPs located in facilities owned by
StorageNetworks or other third parties.
1.3. "Services" shall mean all current and future StorageNetworks managed data
storage service offerings and professional services related to such data storage
service offerings; provided, however, that prior to offering any new service in
or through a GDC (other than StorageNetworks' existing DataPACS, SafePACS,
BackPACS and NetPACS services), StorageNetworks must obtain GlobalCenter's prior
written approval (which approval may be withheld in GlobalCenter's sole
discretion). Notwithstanding anything to the contrary set forth herein, in the
event GlobalCenter does not approve of StorageNetworks' offering of any such new
managed data storage service (a "Refused Service"), GlobalCenter agrees that it
shall not subsequently enter into an agreement with
This information (data) contained in this Agreement constitutes a trade secret
and/or information that is commercial or financial and confidential or
privileged.
another third party to offer a service substantially similar to such Refused
Service without allowing StorageNetworks to offer the Refused Service as well.
1.4. The parties shall share revenues derived from the Services in accordance
with the terms and conditions set forth in Exhibit A hereto.
2. TERM
2.1. The term of this Agreement shall continue until May 31, 2003 (the "Initial
Term").
2.2. Each Party has the right to extend the Agreement for an additional twenty-
four (24) month term, following the conclusion of the Initial Term provided such
Party exercises this option not less than ninety (90) days prior to the
expiration date of the Initial Term by giving written notice to the other Party,
and provided that the other Party does not decline the extension within 30 days
of its receipt of such notice.
3. UNDERTAKINGS
3.1. STORAGENETWORKS UNDERTAKINGS
3.1.1. StorageNetworks shall provide professional services to Customers and
high-availability enterprise data storage services to Customers at agreed upon
GDCs and, outside such GDCs, within such distances as current technology
permits.
3.1.2. StorageNetworks shall develop, co-market, deliver and support the
Services as more fully described in the Operations and Implementation Plan
attached hereto as Exhibit B.
3.2. GLOBALCENTER UNDERTAKINGS
3.2.1. GlobalCenter shall provide space, power and connectivity to meet the S-
POP requirements set forth in Exhibit D for the Services and shall work with
StorageNetworks to develop, co-market, deliver and support the Services as more
fully described in Exhibit B.
3.2.2. GlobalCenter shall maintain services to the S-POPs located at the GDCs
at the levels specified in the master service agreement attached hereto as
Exhibit E (the "GlobalCenter MSA"). In addition, the Parties shall execute the
GlobalCenter MSA and shall enter into GlobalCenter Service Orders for space to
be licensed to StorageNetworks pursuant to this Agreement in substantially the
form of Exhibit C attached hereto. StorageNetworks shall pay for such space at
the rates set forth in Exhibit A.
3.2.3. GlobalCenter shall provide StorageNetworks with the ability to obtain
additional space within GDCs as determined by the business needs of
StorageNetworks and GlobalCenter to support this Agreement upon terms mutually
agreeable to the Parties.
3.2.4. In addition to all current GDC locations owned solely by GlobalCenter,
during the term of this Agreement, GlobalCenter shall allow StorageNetworks to
deliver the Services to all future GDC locations owned solely by GlobalCenter
upon the same terms set forth in Exhibit A and the GlobalCenter MSA. In
addition, during the term of this Agreement, upon the written request of
StorageNetworks, GlobalCenter shall use commercially reasonable efforts to give
StorageNetworks the ability to deliver Services at future GDCs owned, but not
solely owned, by GlobalCenter on terms substantially similar to those set forth
in Exhibit A and the GlobalCenter MSA. Notwithstanding anything to the contrary
set forth herein, to allow GlobalCenter to effectively forecast space
requirements for any new GDC, if StorageNetworks does not notify GlobalCenter of
its intent to deliver Services in any GDC within thirty (30) days of
GlobalCenter's written notification (including any e-mail which GlobalCenter
confirms has been received by StorageNetworks' Executive Vice
This information (data) contained in this Agreement constitutes a trade secret
and/or information that is commercial or financial and confidential or
privileged.
President of Operations) to StorageNetworks of a planned GDC, GlobalCenter shall
not be required to allow StorageNetworks to deliver Services in such GDC.
4. SUBCONTRACTING
4.1. Where the nature of the Services so requires, either Party may retain such
employees, agents or subcontractors on its own behalf and to its own account as
such Party in its discretion deems necessary to perform the said Services.
4.2. Where a Party retains persons to perform Services for the other Party such
persons shall at all material times be considered employees, agents or
subcontractors of the retaining Party, and not the other Party. All obligations
owed to such persons incidental to an employer/employee relationship shall be
the sole responsibility of the retaining Party.
5. IMPLEMENTATION PLAN
5.1. The Parties shall establish and implement the Program in accordance with
the Operations and Implementation Plan, attached hereto as Exhibit B (the
"Implementation Plan").
6. PROGRAM RESPONSIBILITIES
6.1. GLOBALCENTER RESPONSIBILITIES.
6.1.1. GlobalCenter hereby covenants to perform the following activities in
connection with the Program, at its own and sole expense (except as otherwise
set forth herein):
. GlobalCenter shall provide suite-like facilities in a secure, caged
environment for all S-POPs in accordance with this Agreement.
. GlobalCenter shall promote, market and support the Services to current and
potential Customers that are or may be hosted at GDCs.
. GlobalCenter shall integrate the Services into GlobalCenter's existing sales
distribution channels and include the Services in its catalogues and list the
Services in its price lists.
. GlobalCenter shall integrate the Services into GlobalCenter's marketing and
sales support programs, including trade show involvement and support.
. GlobalCenter shall provide a Program Director to perform the following
functions:
1. Serve as marketing/sales liaison between the StorageNetworks and
GlobalCenter sales forces.
2. Develop GlobalCenter sales programs to target new prospects and key
accounts.
3. Support the preparation of Services proposals.
4. Plan and conduct Customer visits.
5. Coordinate Customer engagements and contracts
6. Address operational issues concerning the Services
This information (data) contained in this Agreement constitutes a trade secret
and/or information that is commercial or financial and confidential or
privileged.
. GlobalCenter shall use the Services for internal usage (e.g. information
technology and applications) and internally developed or outsourced products if
GlobalCenter deems the Services suitable in terms of function and price.
. GlobalCenter will plan and coordinate with StorageNetworks sales, marketing
and related activities and inducements of the type detailed on Exhibit H.
6.2. STORAGENETWORKS RESPONSIBILITIES
6.2.1. StorageNetworks hereby covenants to perform the following activities in
connection with the Program, at its own and sole expense:
. StorageNetworks shall provide all hardware, software, network equipment and
personnel required to deliver the Services.
. StorageNetworks is responsible to orient appropriate GlobalCenter Operations,
Sales, Professional Services and Product Management staff on the Services prior
to release of said Services. StorageNetworks will orient additional
GlobalCenter personnel as appropriate. Additionally, StorageNetworks is
responsible to ensure that StorageNetworks support personnel are adequately
trained as required to provide support to GlobalCenter Customers with respect to
the data storage Services.
. StorageNetworks shall promote and market the Services to StorageNetworks
customers in and around locations with GDCs. StorageNetworks shall refer to and
recognize GlobalCenter as a "Preferred Hosting Service Partner" and will use
commercially reasonable efforts to proactively direct business as early in the
customer engagement cycle as possible towards GDC locations in order to make
this Agreement more successful. Notwithstanding the foregoing, GlobalCenter
acknowledges that, while StorageNetworks has agreed to use commercially
reasonable efforts to cause such customers to use GDCs, those customers are free
to procure such Services at a third party facility and nothing contained in this
paragraph shall be viewed as a guarantee that StorageNetworks to will ultimately
succeed in causing its customers to procure such Services at any applicable GDC.
Furthermore, StorageNetworks agrees that it will not offer "Preferred Hosting
Service Partner" status (or any substantially similar designation or
relationship) to any other hosting provider.
. StorageNetworks shall provide a Program Director to perform the following
functions:
1. Serve as marketing/sales liaison between the StorageNetworks and
GlobalCenter sales forces.
2. Develop StorageNetworks sales programs to target new prospects and key
accounts.
3. Support the preparation of proposals.
4. Plan and conduct Customer visits.
5. Address operational, customer engagement and related matters.
7. PROGRAM MANAGEMENT
7.1. Management Personnel and Meetings. Each Party shall designate one (1)
employee to serve as that Party's executive representative for the Program
(each, an "Executive Representative"). The Executive Representatives will
oversee and direct the activities of the Program. The Executive Representatives
shall meet as frequently as necessary, but in no event less than four (4) times
per year.
Each Party shall designate one or more program director(s) (each, a "Program
Director") to manage that Party's day-to-day sales and operational activities in
accordance with this Agreement and direction from the Executive
This information (data) contained in this Agreement constitutes a trade secret
and/or information that is commercial or financial and confidential or
privileged.
Representatives. The Program Directors shall meet as frequently as necessary,
but in no event less than four times per year. If the Program Directors cannot
resolve an issue, they shall submit such issue to the Executive Representatives
for resolution.
Each Party shall provide the other Party written notice of a change in a
designated Executive Representative or Program Director and identify an
appropriate replacement, in writing as soon as practicable thereafter.
Each party agrees to conduct a joint annual review of the agreement inclusive of
operations, costs, prices and historical performance.
7.2. Key Business Objectives. The Parties may develop business and performance
objectives (the "Objectives") for the Program. The Objectives may address
targets for implementation schedule, revenue and sales incentives. If adopted,
the Executive Representatives shall review and modify the Objectives on an
annual basis.
7.3. Customer Engagement. StorageNetworks shall contract with all Customers
for the delivery of the Services. In connection therewith, (a) all Customer
contracts must be approved, in advance, by GlobalCenter (and GlobalCenter shall
respond to any written request (including e-mail) for approval within one (1)
business day; provided, however, that GlobalCenter shall only be required to
respond in such time frame to the extent that StorageNetworks follows any such
written request with a phone call to confirm that an authorized GlobalCenter
Representative has actually received such request), (b) StorageNetworks shall
provide GlobalCenter a copy of each executed Customer contract within twenty
(20) days of the execution of such contract and (c) StorageNetworks shall not,
without GlobalCenter's prior written consent, provide any Services to Customers
unless and until any such Customer executes a written contract. In the event
that GlobalCenter disapproves of any such contract, (i) GlobalCenter shall not
subsequently provide substantially similar services to such Customer through a
competitive third party provider without first giving StorageNetworks the
opportunity to provide the co-branded Services to such Customer on substantially
similar terms and (ii) GlobalCenter shall not share any confidential information
received from StorageNetworks in connection with any such disapproved contract
with any competitive third party provider of such services.
7.4. Marketing/Advertising and Promotional Material. The Parties shall jointly
design and develop all marketing materials to be used in connection with the
Services (the "Marketing Materials"). All press releases, advertising and
promotional material relating to the Program shall be approved in advance by
each Party. The Parties shall designate marketing representatives to coordinate
all advertising and promotional material relating to the Program. Each party
shall be responsible for its own internal time and expenses utilized to develop
the Marketing Materials. The reasonable out-of-pocket costs of developing,
preparing, conducting, delivering and/or distributing all joint marketing
activities and collateral shall be borne equally by the Parties. In addition,
the Parties shall work together to discuss the creation of a joint marketing
fund which will be used primarily to publicize the launch of new S-POPs in GDCs
around the world.
7.5. Project Teams. Each party shall select a project team to guide the
implementation and release of the Services. A roster for such teams and the
team members' responsibilities is attached as Exhibit H.
7.6. Responsibility for Personnel. Each Party shall have responsibility for
all acts and omissions of their respective personnel with respect to the
performance of this Agreement.
7.7. Personnel Related Benefits and Taxes. Neither Party shall have any
obligation for any employee-related benefits applicable to the other Party's
personnel performing services pursuant to this Agreement. Each Party shall be
responsible for their employees' portion of FICA and for withholding income for
federal and state income tax purposes to the extent required by law.
This information (data) contained in this Agreement constitutes a trade secret
and/or information that is commercial or financial and confidential or
privileged.
8. CHARGES, PAYMENT AND INVOICING
8.1. Initially, StorageNetworks shall invoice Customers for all Services
delivered, made available or contracted for by Customers. Notwithstanding the
foregoing, the Parties agree that, at any time in the future, upon sixty (60)
days written notice to StorageNetworks, GlobalCenter may assume the
responsibility for invoicing Customers for the Services. StorageNetworks agrees
to use all commercially reasonable efforts to cooperate in transitioning any
billing functions to GlobalCenter at the time of any such request.
8.2. StorageNetworks will pay to GlobalCenter, forty-five (45) days following
the end of any calendar month, a percentage of the aggregate revenues
recognized, in accordance with GAAP, by StorageNetworks with respect to all
Customers during such month, such percentage to be determined in accordance with
Exhibit A hereto. In order to allow GlobalCenter to verify the appropriate
payment amounts, together with such payment, StorageNetworks shall provide to
GlobalCenter a true and accurate summary of the aggregate amounts owed by
Customers for each Service provided through any S-POP in a GDC or any services
provided remotely to any Customer during the applicable month. Such summary
shall include not only the total amounts owed by all Customers, but shall also
include an itemized breakdown of Customers and the Services provided to such
Customers. Upon GlobalCenter's written request, StorageNetworks shall make
available to GlobalCenter copies of all invoices delivered to Customers;
provided, however, that GlobalCenter shall be entitled to request such copies no
more than four (4) times per calendar year (except to the extent that invoices
made available pursuant to any request evidence an underpayment to GlobalCenter
of greater than 5%, in which case such request shall not be considered one of
GlobalCenter's allotted requests).
8.3. GlobalCenter shall have the right, upon not less than thirty (30) days
written notice, to audit StorageNetworks' books and records as they relate to
the Services. GlobalCenter may exercise this right no more often than twice per
calendar year unless pursuant to any such audit an underpayment to GlobalCenter
in excess of 5% is discovered, in which case such audit shall not be considered
one of GlobalCenter's allotted audits. All information provided to GlobalCenter
in connection with any such audit and any information GlobalCenter learns solely
as a result of such audit shall be considered confidential information and shall
be subject to the confidentiality provisions set forth in Article 9 of this
Agreement. GlobalCenter shall bear all of its costs in connection with any such
audit and shall reimburse StorageNetworks for any reasonable out-of-pocket costs
incurred by StorageNetworks in connection with such audit; notwithstanding the
foregoing, in the event that the results of such audit reveal that GlobalCenter
has been undercompensated by more than five percent (5%), StorageNetworks shall
bear all costs in expenses (including, without limitation, GlobalCenter's
reasonable costs and expenses) in connection with such audit. Such audits will
be conducted during normal business hours. To the extent that GlobalCenter
engages any third party to conduct such audit, such third party shall be
required to execute an appropriate confidentiality agreement (substantially
similar to Article 9 of this Agreement) with StorageNetworks in advance of such
audit.
8.4. StorageNetworks shall pay GlobalCenter for any GDC space (including all
power and connectivity required in accordance with Exhibit D) provided to
StorageNetworks in accordance with GlobalCenter MSA and any related Service
Orders in accordance with the schedule of charges for such space set forth in
Exhibit A. GlobalCenter shall issue invoices to StorageNetworks in accordance
with the terms of the GlobalCenter MSA, itemizing the amounts payable for each
in connection with each such GDC.
8.5. StorageNetworks shall issue payment by check, wire transfer, or as
otherwise agreed no later than thirty (30) days following receipt of an invoice,
except for those items in such invoice disputed in good faith.
9. CONFIDENTIALITY
9.1. The Parties acknowledge, understand and agree that the performance of this
Agreement may require the disclosure to the other of, or each may come to know,
trade secrets, proprietary and confidential information and know-how of the
other relating to aspects of their products, businesses, competitive activities
or relationships, and that their respective businesses and competitive positions
require that said trade secrets and all such proprietary and confidential
information and know-how continue to remain secret and confidential.
This information (data) contained in this Agreement constitutes a trade secret
and/or information that is commercial or financial and confidential or
privileged.
GlobalCenter and StorageNetworks each represents and warrants to the other that
it shall not use or gain any competitive advantage from said secrets and
information of the other party to the detriment of such party.
Each party ("Recipient") shall keep confidential all secret, confidential or
proprietary information, knowledge or data of the other that is submitted to it
in writing marked confidential, or conveyed orally to the other with the
understanding that it is proprietary, secret or otherwise confidential. This
obligation of confidence shall not apply to (a) any such information that is
currently or subsequently becomes part of the public domain, unless wrongfully
placed in the pubic domain by the Recipient, (b) information which is rightfully
obtained from any third party who is not then bound by an obligation to maintain
such information in confidence or is developed independently by Recipient (as
evidenced by contemporaneous written records maintained in the ordinary course
of business), or (c) information which was known to Recipient prior to its
disclosure pursuant to or in anticipation of this Agreement (as evidenced by
contemporaneous written records maintained in the ordinary course of business)
provided that the source of such information was not bound by any obligation to
maintain such information in confidence.
The Recipient shall not be prohibited from releasing such information when such
disclosure is required by law, regulation or pursuant to legal process or is
incidental to the performance of the Recipient's obligations hereunder;
provided, however, that the Recipient, upon receipt of a subpoena or other such
similar order or legal process, shall promptly give written notice to the
disclosing party to enable the disclosing party to seek a protective order or
other such appropriate relief.
Neither GlobalCenter nor StorageNetworks will use each other's trademarks,
service marks or other proprietary information without the prior written consent
of the other party. In addition to the foregoing, the terms and conditions of
this Agreement shall be deemed confidential information; provided, however, the
fact of the existence of this Agreement may be disclosed in accordance with the
aforementioned circumstances.
10. EXCLUSIVITY
10.1. This Agreement shall in no way restrict either Party's ability to market
or provide its services or products to any end-user of such services or in
conjunction with any third party or parties.
10.2. StorageNetworks agrees that, during the term of this Agreement, if it
determines to locate an S-POP in any metropolitan area in which (i)
StorageNetworks does not currently have an S-POP and (ii) GlobalCenter has an
operational or planned facility capable of supporting an S-POP in accordance
with the requirements set forth in Exhibit D, StorageNetworks will provide
GlobalCenter a right of first refusal to host such new S-POP, exercisable within
ten (10) days of StorageNetworks' notice to GlobalCenter of its intention to
locate such S-POP. This right of first refusal shall apply only to the first S-
POP StorageNetworks determines to locate in such metropolitan area and shall not
apply if (a) a customer or customers who are or have already committed to
another provider's facilities and then choose to seek services from
StorageNetworks or (b) GlobalCenter is not able to meet StorageNetworks timeline
or other specifications for such S-POP.
10.3. No contract entered into between StorageNetworks and any Customer may be
transferred to an S-POP in any non-GlobalCenter hosting facility. In the event
that any Customer transfers to another hosting provider for reasons outside of
GlobalCenter's sole control, including, without limitation, GlobalCenter's
failure to meet its service levels for any other service provided to such
Customer by GlobalCenter, and continues to receive Services at such other
facility, StorageNetworks agrees to continue to pay GlobalCenter the applicable
payment percentage, in accordance with Exhibit A, as if such Customer were still
in a GDC for the remainder of the original term of such Customer's contract
entered into pursuant to this Agreement.
11. TERMINATION
11.1. Termination for Cause. Either Party may terminate this Agreement upon
thirty (30) days prior written notice if the other Party breaches any material
provision of this Agreement and fails to cure such breach within the thirty
This information (data) contained in this Agreement constitutes a trade secret
and/or information that is commercial or financial and confidential or
privileged.
(30) day notice period. In the event of a termination pursuant to this Section,
the Parties will attempt to negotiate in good faith an appropriate transition
for any joint sales, marketing or operations activities in progress.
11.2. Effect of Termination or Expiration. The termination or expiration of
this Agreement shall terminate the obligations of the Parties to perform any
joint marketing activities hereunder but no such termination shall have any
effect on any existing agreements with Customers for Services, which will
continue in full force and effect until terminated as per the terms of the
individual Customer agreements. For the avoidance of doubt, StorageNetworks
shall pay to GlobalCenter (i) the applicable percentage of service revenues for
all such existing Customer agreements through the terms of all such agreements
and (ii) the applicable price for licensed data center space necessary to
support such Customers, all in accordance with the terms of Exhibit A hereto.
11.3. Post-Termination Relationship. Should this agreement be terminated or
expire, StorageNetworks may continue, at its option, to occupy any then
presently occupied S-POP space in any GDC on the standard terms and conditions
set forth in the GlobalCenter MSA. The charges for any such space shall be
provided pursuant to a valid GlobalCenter Service Order and shall equal
GlobalCenter's then-current market rates for each such space (including any
minimum bandwidth requirements for such space in accordance with GlobalCenter's
then current standard practices).
12. OWNERSHIP OF INTELLECTUAL PROPERTY
12.1. Branding. Services shall be co-branded as determined by the Parties under
the direction and continuity of the Project Team marketing representatives. Said
Services, although branded under the GlobalCenter naming conventions, will be
marketed as being provided by and through StorageNetworks. Both companies'
logos shall appear on all invoices, marketing or promotional materials utilized
in reference to the Services (e.g. websites, hardcopy data sheets, brochures).
12.2. Trade/Service Marks. Trade and Service Marks associated with
GlobalCenter's promotion of the Services will, to the extent possible, be
jointly owned by the Parties.
12.3. Intellectual Property Ownership. Software and other intellectual
property developed by StorageNetworks at the request of GlobalCenter or in the
course of performing Services, shall remain the property of StorageNetworks.
Software and other intellectual property developed by GlobalCenter in the course
of supporting the Services, shall remain the property of GlobalCenter.
13. WARRANTIES
13.1. Each Party represents and warrants it has full power and authority to
enter into and perform this Agreement, and that the person signing this
Agreement on its behalf has been properly authorized to enter this Agreement.
14. LIABILITY
14.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN AN ACTION OF
CONTRACT, TORT OR OTHER LEGAL THEORY EVEN IF THE PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
15. DISPUTE RESOLUTION
15.1. Neither Party may bring a dispute arising in connection with this
Agreement before any judicial or quasi-judicial entity unless and until the
aggrieved Party notifies the other Party of the claim and attempts to resolve
the dispute by causing the Executive Representatives to meet within thirty (30)
days following notice of a controversy or claim to attempt to resolve the
dispute in good faith. Prior to such meeting, the Parties shall investigate the
circumstances of the dispute.
This information (data) contained in this Agreement constitutes a trade secret
and/or information that is commercial or financial and confidential or
privileged.
15.2. If the Parties' Executive Representatives cannot resolve the dispute at
this meeting, or the non-aggrieved Party refuses to cooperate, the aggrieved
Party may then pursue any and all available remedies. In the event that the
non-aggrieved Party has refused to cooperate in the dispute resolution meeting
and the aggrieved Party ultimately prevails at trial or in another agreed to
form of alternate dispute resolution, the aggrieved Party may recover its
reasonable attorney's fees.
16. INDEMNIFICATION
16.1. GlobalCenter Indemnity. GlobalCenter shall indemnify and hold
StorageNetworks, its parent, subsidiaries and affiliates, if any, and the
respective employees and agents of any of them, harmless from and against any
and all claims, liabilities, losses, damages and causes of action relating to
bodily injury, death, or property damage directly caused by the intentional or
negligent acts or omissions of GlobalCenter in the performance or nonperformance
by GlobalCenter of this Agreement; provided, however, that GlobalCenter shall
not be responsible for injury attributable to the acts or omissions of
StorageNetworks, its parent, subsidiaries and affiliates, if any, or the
respective agents and employees of any of them.
17.2. StorageNetworks Indemnity. StorageNetworks shall indemnify and hold
GlobalCenter, its parent, subsidiaries and affiliates, if any, and the
respective employees and agents of any of them, harmless from and against any
and all claims, liabilities, losses, damages and causes of action relating to
bodily injury, death, or property damage directly caused by the intentional or
negligent acts or omissions of StorageNetworks in the performance or
nonperformance by StorageNetworks of this Agreement; provided, however, that
StorageNetworks shall not be responsible for injury attributable to the acts or
omissions of GlobalCenter, its parent, subsidiaries and affiliates, if any, or
the respective agents and employees of any of them.
17. GENERAL
17.1. Independent Contractor. Nothing contained in this Agreement shall be
deemed or construed as creating a joint venture or partnership between
GlobalCenter and StorageNetworks. Neither Party is authorized as an agent,
employee or legal representative of the other Party. Except as specifically set
forth herein, neither Party shall have power to control the activities and
operations of the other and their status is, and at all times will continue to
be, that of independent contractors. Neither Party shall have any power or
authority to bind or commit the other.
17.2. Headings. Headings used in this Agreement are for reference only and
shall not be deemed a part of this Agreement.
17.3. Applicable Law. This Agreement shall be interpreted, construed and
governed by the internal laws of the State of New York, without regard to its
conflicts of law provisions.
17.4. Assignment. This Agreement and the rights and obligations may not be
assumed, assigned and/or delegated without the prior written consent of the
other Party other than to a corporation controlled by, controlling or under
common control with the assigning Party.
17.5. Notices. All notices, requests, demands, or communications required or
permitted hereunder shall be in writing, delivered personally or by telex,
telegram, or certified, registered, or express mail at the respective addresses
set forth above (or at such other addresses as shall be given in writing by
either Party to the other). All notices, requests, demands or communications
shall be deemed effective upon personal delivery on the calendar day following
the date of the telex, telegram, or when received if sent by registered,
certified, or express mail.
17.6. Entire Understanding. This Agreement shall become binding when signed
by both Parties. This Agreement constitutes the entire understanding of the
Parties hereto, and supersedes all prior or contemporaneous written and oral
agreements, regarding the subject matter hereof, including specifically and
without limitation the Letter
This information (data) contained in this Agreement constitutes a trade secret
and/or information that is commercial or financial and confidential or
privileged.
of Intent dated as of August 12, 1999. Notwithstanding the foregoing, nothing
herein shall affect any nondisclosure agreement between the Parties entered into
prior to the Effective Date. This Agreement may not be modified or amended
except in writing signed by both Parties. No third party shall have any interest
herein or be deemed a third Party beneficiary of this Agreement.
17.7. Excusable Delay. If the performance of this Agreement, or of any
obligation hereunder, is prevented, restricted or interfered with by reason of
(i) acts of God; (ii) wars, revolution, civil commotion, acts of public enemies,
blockage or embargo; (iii) acts of any Government in its sovereign capacity;
(iv) labor difficulties, including, without limitation, strikes, slowdown,
picketing or boycotts; or (v) any other circumstances beyond the reasonable
control and without the fault or negligence of the Party affected, the Party
affected, upon giving prompt notice to the other Party, shall be excused from
such performance on a day-to-day basis.
17.8. Survival. The obligations of the Parties under this Agreement, which by
their nature would continue beyond termination, cancellation, or expiration of
this Agreement shall in all cases survive the termination, cancellation or
expiration of this Agreement.
17.9. Waiver. The failure of either Party to insist on the strict performance
of any terms, covenants and conditions of this Agreement at any time, or in any
one or more instances, or its failure to take advantage of any of its rights
hereunder, or any course of conduct or dealing shall not be construed as a
waiver or relinquishment of any such rights or conditions at any future time and
shall in no way effect the continuance in full force and effect of all the
provisions of this Agreement.
This information (data) contained in this Agreement constitutes a trade secret
and/or information that is commercial or financial and confidential or
privileged.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date first written above.
STORAGENETWORKS, INC. GLOBALCENTER INC.
By: ________________________ By: _______________________
Title: _______________________ Title: ____________________
Date: ______________________ Date: _____________________
This information (data) contained in this Agreement constitutes a trade secret
and/or information that is commercial or financial and confidential or
privileged.
EXHIBITS
--------------------------------------------------------------------------------
EXHIBIT A: Description of the Services
EXHIBIT B: Implementation Plan
EXHIBIT C: Service Order
EXHIBIT D: Key Business and Performance Objectives
EXHIBIT E: Facility Requirements
EXHIBIT F: GlobalCenter Master Service Agreement
EXHIBIT G: Mutual Inducements
EXHIBIT H: Project Teams
EXHIBIT I: Marketing Engagement Plan
EXHIBIT J: Sales Rules of Engagement
This information (data) contained in this Agreement constitutes a trade secret
and/or information that is commercial or financial and confidential or
privileged.
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
EXHIBIT A DESCRIPTION REVENUES AND FLOOR SPACE
--------------------------------------------------------------------------------
SERVICES OVERVIEW
-----------------
The managed data storage Services provide GlobalCenter "hosting" customers
with access to a centralized data storage service. The professional services
provide Customers with assessment, implementation and design of storage
solutions, both in conjunction with the managed data storage Services and
independently. In addition, the Services will include remote services
provided to GlobalCenter "hosting" customers and services provided at S-POPs
in GDCs to StorageNetworks customers that are not GlobalCenter "hosting"
customers.
SERVICE REVENUES
----------------
StorageNetworks will pay to GlobalCenter a percentage of all revenue due from
Customers for Services (including, without limitation, any data storage,
professional services and setup fees) during the term of this Agreement in
accordance with the following table. Such payments will be made in accordance
with Section 8.2 of the Agreement.
Term Year Percentage
-----------------------------------------------------------------------------------------------
Year 1 (from June 1, 2000 through May 31, 2001) [**]%
-----------------------------------------------------------------------------------------------
Remaining Term (from June 1, 2001 through the end of the [**]%
Initial Term)
-----------------------------------------------------------------------------------------------
Any renewal term To be negotiated by the Parties
-----------------------------------------------------------------------------------------------
*Notwithstanding the table above, GlobalCenter shall receive [**]% of all
revenue from Customers for Services who enter into agreements for such
services on or before May 31, 2000.
** The Parties acknowledge GlobalCenter's desire to obtain a greater
percentage of the revenues derived from the Services if StorageNetworks
achieves a gross margin percentage of greater than [**]% in its business (or,
in the case of clause (c) below, a gross margin percentage of greater than
[**]% in its business at GDCs before taking into account any amounts payable
to GlobalCenter pursuant to this Agreement). StorageNetworks is willing to
renegotiate the above revenue share percentages with the aim of permitting
GlobalCenter to further participate in the increased efficiency of
StorageNetworks operations reflected by the achievement of gross margin in
excess of [**]%. Whether StorageNetworks has achieved a gross margin of
greater than [**]% shall be determined: (a) if StorageNetworks has a class of
publicly-traded securities or is otherwise subject to the reporting
requirements of the Securities Exchange Act of 1934, from any publicly
available filing StorageNetworks makes with the Securities and Exchange
Commission; or (b) if StorageNetworks does not have a class of publicly traded
securities or is otherwise not subject to the reporting requirements of the
Securities Exchange Act of 1934, from StorageNetworks most recent audited
financial statements; or (c) regardless of whether StorageNetworks has a class
of publicly-traded securities or is otherwise subject to the reporting
requirements of the Securities Exchange Act of 1934, if StorageNetworks
establishes internal processes and record keeping that analyzes
StorageNetworks gross margin percentage derived from its individual hosting
service provider joint marketing and services agreements, from such records.
MOST FAVORED PARTNER
--------------------
StorageNetworks agrees that in the event that a third party enters into a
contract for Services, or any service, which is more advantageous (in its
totality) to such third party in any respect than this Agreement is to
GlobalCenter, GlobalCenter shall be notified of such agreement within five (5)
days of its execution and shall be offered the ability to enter into a similar
arrangement with StorageNetworks. GlobalCenter shall have the right to engage
an
This information (data) contained in this Agreement constitutes a trade secret
and/or information that is commercial or financial and confidential or
privileged.
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
independent auditor, from one of the five nationally recognized accounting firms
not then-currently engaged by one of the Parties, to determine whether
StorageNetworks is in compliance with this provision.
FLOOR SPACE CHARGES
-------------------
StorageNetworks will pay a monthly fee for all space licensed by StorageNetworks
in GlobalCenter GDCs for S-POP data centers (such fee to include all power and
connectivity required in accordance Exhibit D). In connection with the execution
of this Agreement, the Parties will execute a GlobalCenter MSA which describes
the terms and conditions of such license. The applicable monthly fee shall be
determined as follows:
(a) From the date hereof through April 30, 2001, StorageNetworks will pay a
maximum amount of US$[**] per square foot of licensed space in each U.S.
GDC space that StorageNetworks currently occupies or in which it
establishes a new S-POP. The floor space shall paid at a graduated rate, as
follows: (i) StorageNetworks shall pay US$[**] per square foot of licensed
space upon the opening of any S-POP in a GDC and (ii) StorageNetworks shall
increase its payments by US$[**] per square foot per Customer until three
or more Customers are installed or using such S-POP, at which point the
price for the floor space at such S-POP shall equal the full US$[**] per
square foot. Notwithstanding anything to the contrary set forth herein,
StorageNetworks shall pay the full US$[**] per square foot commencing on
the first day of the fifth month following the establishment of any S-POP
for that S-POP.
(b) From May 1, 2001 through the remainder of the term of this Agreement,
StorageNetworks will pay a maximum of US$[**] per square foot of licensed
space in each U.S. GDC that StorageNetworks currently occupies space or in
which it establishes an S-POP. The floor space shall paid at a graduated
rate, as follows: (i) StorageNetworks shall pay US$[**] per square foot of
licensed space upon the opening of any S-POP in a GDC and (ii)
StorageNetworks shall increase its payments by US$[**] per square foot per
Customer until three or more Customers are installed or using such S-POP,
at which point the price for the floor space shall equal the full US$[**]
per square foot. Notwithstanding anything to the contrary set forth herein,
StorageNetworks shall pay the full US$[**] per square foot commencing on
the first day of the third month following the establishment of any S-POP
for that S-POP.
(c) For all GlobalCenter wholly-owned GDC locations in Europe and Australia,
StorageNetworks will pay a price per square foot of licensed space in each
applicable GDC equal to [**] percent ([**]%) off of the list price of such
space at the time that StorageNetworks establishes an S-POP in any such
GDC. In addition, such licensed space shall be paid for at graduated
rates proportional to those set forth in paragraphs (a) and (b) above
during the periods covered by each of those paragraphs.
(d) For all GDC locations outside the U.S., Europe and Australia or GDC
locations not wholly-owned by GlobalCenter, the Parties shall work together
to jointly determine the appropriate price for such licensed space and such
space shall be paid for at graduated rates proportional to those set forth
in paragraphs (a) and (b) above or at such other rates as the Parties may
mutually agree.
This information (data) contained in this Agreement constitutes a trade secret
and/or information that is commercial or financial and confidential or
privileged.
EXHIBIT B IMPLEMENTATION AND OPERATIONS PLAN
--------------------------------------------------------------------------------
StorageNetworks agrees to install StorageNetworks equipment in GDCs as GDCs
become available, if and only if sufficient pre-orders exist for data storage
Services from such GDCs to justify such installation or if StorageNetworks
determines that historical sales performance at existing S-POPS located in
GDCs justify such installation; provided, however, that StorageNetworks shall
not be entitled to decline installation in any GDC if it is installed, or has
agreed to install, at any other hosting facility in the same metropolitan area
as any GDC (in the event that StorageNetworks is compelled to install in any
GDC pursuant to this clause, StorageNetworks shall use commercially reasonable
efforts to install such S-POP as quickly as reasonably practicable).
GlobalCenter and StorageNetworks will mutually decide initial S-POP size and
future growth plan based on business need at each GDC.
B.1 IMPLEMENTATION PLANNING & COORDINATION
The Program will be targeted initially at driving Customers to those GDCs
where StorageNetworks is planning to have an S-POPsm data center.
Specific tasks include, but are not limited to, the following:
STORAGENETWORKS RESPONSIBILITIES
. Educate GlobalCenter operations & data center staff on StorageNetworks
facility and service provisioning requirements and procedures.
. Provide periodic facility forecasts to GlobalCenter.
. Perform a site survey of data center no later than 60 days before the S-POPsm
live date.
. Provide initial equipment layout diagrams no later than 45 days before the S-
POP live date. Such proposed diagrams will not reflect the final equipment
layout, but will include all initial equipment requirements.
GLOBALCENTER RESPONSIBILITIES
. GlobalCenter will provide StorageNetworks with at least 90 days prior written
notice of the opening of any new GDC. StorageNetworks will have the right to
acquire space in such GDCs in accordance with the provisions of the Agreement.
. GlobalCenter will, if available, provide StorageNetworks with contiguous
space in each of the GDCs. GlobalCenter will, if available and to the extent
reasonably practicable, provide the space directly adjacent to the transport
room and the main cabling tray/basket pathway at each facility.
. Not later than July 31, 2000, GlobalCenter will ensure that the data center
managers at each existing facility where StorageNetworks will be or is licensing
space have reviewed StorageNetworks' SPOP Co-Location Standard in Exhibit D and
that any technical or
This information (data) contained in this Agreement constitutes a trade secret
and/or information that is commercial or financial and confidential or
privileged.
operational issues raised by such data center managers are clearly identified
and provided in writing to GlobalCenter's program manager and StorageNetworks
program manager.
. Not later than July 31, 2000, GlobalCenter will ensure that individual data
center managers and technical staff have been briefed on the Agreement and the
Services and that key installation and provisioning requirements for the
Services have been clearly defined (e.g., point-point fiber cable measurement,
installation, and provisioning; power; cable path diversity; and StoragePort
deployment).
B.2 PROGRAM PERSONNEL
StorageNetworks Responsibilities
. StorageNetworks shall provide a Global Services Program Manager to manage and
coordinate the implementation of StorageNetworks' infrastructure and storage
service delivery capability at GDCs. The Global Services Program Manager will
be the primary point of contact at StorageNetworks for operational issues
including taking space, coordinating build-out, establishing the customer care
interface between GlobalCenter and StorageNetworks' Customer Support Center and
supporting the Service delivery to each customer and shall have an appropriate
level of authority to evaluate and resolve any deployment and service-affecting
issues within any GDC.
. In addition to the Program Manager, StorageNetworks shall provide an Alliance
Manager to: serve as marketing/sales/relationship liaison between the
StorageNetworks and GlobalCenter sales forces and management; develop
StorageNetworks sales programs to target both new prospects and existing
customer accounts; support the preparation of proposals for the Services; plan
and conduct Customer and executive visits; coordinate with the StorageNetworks
Global Services Program Manager.
. StorageNetworks shall provide GlobalCenter with regional, national and
international points of contact to administer effectively the GlobalCenter
operations relationship.
GLOBALCENTER RESPONSIBILITIES
. GlobalCenter will designate a Program Manager as the primary point of contact
for StorageNetworks to address all operations and facility issues on a global
basis. This person will have an appropriate level of authority to evaluate and
resolve any deployment and service-affecting issues within each individual data
centers.
. GlobalCenter will assign a person responsible for assisting StorageNetworks
in developing a joint operations training program and subsequent deployment of
the training program to GlobalCenter personnel.
. Within thirty (30) days of a written request from StorageNetworks,
GlobalCenter will provide StorageNetworks with a list of all key regional,
national, and international contacts necessary to effectively administer the
StorageNetworks operational relationship. This list will include the data center
managers, technical contacts, program managers, and shipping and telco contacts.
B.3 FACILITY PROVISIONING
StorageNetworks and GlobalCenter will work together on developing and
provisioning S-POPs in each GDC. This will involve defining floor space and
layout requirements, physical security, power, fiber cable management,
heating/cooling requirements, and ability to move large and heavy cabinets of
equipment within the data center from the loading dock to the StorageNetworks
cage.
Specific responsibilities include, but are not limited to, the following:
STORAGENETWORKS RESPONSIBILITIES
Provide customer fiber cabling assemblies to GlobalCenter at no charge to
GlobalCenter.
Provide S-POP fiber cable management system.
Provide power requirements to GlobalCenter
GLOBALCENTER RESPONSIBILITIES
All space in GDCs licensed to StorageNetworks shall meet the requirements set
forth in Exhibit D.
All reasonable StorageNetworks S-POP power requirements will be supplied and
installed by GlobalCenter.
All POTS and Frame relay cross-connects will be provided by GlobalCenter, to the
extent reasonably practicable, within three (3) working days of a written
request by StorageNetworks. The written request must occur after the lines have
been terminated in the GlobalCenter networking room.
GlobalCenter shall ensure that fiber cable tray and conduit facilities are
available from StorageNetworks' S-POP(s) to all cabinets / suites within the
facilities o Customers who have purchased the co-branded Services of the
Parties.
GlobalCenter shall provide adequate heating/cooling in accordance with the
requirements set forth in Exhibit D.
Provide sufficient rack space for routers and switches.
B.4 CUSTOMER SERVICE PROVISIONING
StorageNetworks and GlobalCenter will coordinate Customer engagement,
engineering review processes, service delivery and acceptance procedures,
customer care processes, and change order procedures.
The Parties will establish key tasks / intervals for the entire Customer
provisioning process for the Services and will communicate those tasks /
intervals to their internal organizations. The objective is to ensure that
Customers are provisioned in a consistent and timely manner. The Parties
agree that due to certain complex customer configurations, the standard
provisioning intervals may not apply. In those cases, the Parties will
promptly communicate the actual intervals to the Customer.
The Parties goal for provisioning the Services, from receipt of Customer order
to service activation, will be to consistently achieve a maximum 15 calendar
day interval.
Specific tasks include, but are not limited to, the following:
STORAGENETWORKS RESPONSIBILITIES
StorageNetworks shall have responsibility to perform the following activities
in connection with this Section B.4, at its own and sole expense:
Upon receipt of an order from GlobalCenter, StorageNetworks shall provide all
hardware, software, network equipment and personnel required to adequately
deliver the StorageNetworks' portion of the Services including, but not
limited to:
Ordering and delivery of all storage hardware and software
Ordering and delivery of StoragePort Access Channel devices.
Ordering and delivery of multimode fiber cable assemblies of the
appropriate type and distance for connecting Customer servers (via
StoragePort device) to StorageNetworks' SPOP(s).
Ordering and delivery of server attach kits to allow connection of the
Customer's servers, via the StoragePort, to StorageNetworks' SPOP.
Issuing to GlobalCenter Service Orders required to deliver the Services.
Configuration, test, and activation of the Services.
Providing fiber cable installation and test guidelines to GlobalCenter.
Deliver a copy of the customer contract to GlobalCenter to start customer
provisioning.
StorageNetworks reserves the right to make all storage service infrastructure
decisions including choice of vendor.
StorageNetworks will deploy the requisite personnel and network resources to
turn up/ increase capacity for Customers.
GLOBALCENTER RESPONSIBILITIES
GlobalCenter shall have responsibility to perform the following activities in
connection with this Section B.4, at its own and sole expense:
GlobalCenter will be responsible for measuring the required length of
fiber and installation and test of point-point fiber cables directly from
the StorageNetworks S-POP(s) to the StoragePort located in the Customer's
cage/cabinets in accordance with the interval established in this Section
B.4.
GlobalCenter will be responsible for ensuring that the provisioning tasks
associated with the facility services are integrated in the GlobalCenter
Order Entry system (e.g. 208V, 50Amp and 30Amp 3-phase power cables,
point-point fiber installation, providing measurements of the fiber cable
run.)
GlobalCenter will work with StorageNetworks to provide guaranteed turn-
around times on installation and provisioning requests such as cage
builds, power, fiber cable installation and cross-connects, and telco
installation.
B.5 CUSTOMER CARE
The Parties will continue to develop a joint Customer Care plan. The plan
will identify specific procedures and processes for handling trouble tickets,
change orders, and escalation procedures between the Parties' respective
customer care organizations. Additionally, the Parties will evaluate the
feasibility of electronic integration of the Parties customer care systems to
ensure the highest levels of customer satisfaction.
The Parties agree to meet at least once every quarter to review procedures,
performance measurements, and update processes.
Specific responsibilities include, but are not limited to, the following:
STORAGENETWORKS RESPONSIBILITIES
StorageNetworks Customer Support Center (CSC) will work with GlobalCenter to
create a list of questions that are frequently asked by the Customer, along
with information needed to answer the questions. StorageNetworks and
GlobalCenter will define the circumstances which will result in the call being
escalated to StorageNetworks via the toll free CSC telephone number,
000-000-0000.
StorageNetworks and GlobalCenter will develop a procedure to provide an
electronic copy of incident tracking information, including the incident
tracking number.
GLOBALCENTER RESPONSIBILITIES
GlobalCenter will provide StorageNetworks CSC with an incident tracking number
for cross reference purposes and electronic copies of any information
pertaining to the reason for the call. Electronic copies will be emailed to
xxxxxxxx.xxxxxxx@xxxxxxxxxxxxxxx.xxx.xxxxxx an alternative electronic format
has previously been implemented. The GlobalCenter incident tracking number
needs to be included in the message's subject line.
B.6 TRAINING
StorageNetworks and GlobalCenter will provide training on the Services to
GlobalCenter personnel not later than July 31, 2000. Representatives from
GlobalCenter and StorageNetworks will meet to develop a Joint Training Plan
("JTP") not later than June 30, 2000. The JTP document will be the result of
the combined planning efforts of the Parties representatives and will identify
the specific activities and timelines for training.
The Parties will prioritize the training in the GDCs where the Services will
be available first.
The Parties agree that each Party shall be responsible for its own internal
time and expenses utilized in developing the JTP and the resulting training
programs and materials that result from the JTP.
Specific responsibilities include, but are not limited to, the following:
STORAGENETWORKS RESPONSIBILITIES
StorageNetworks shall have responsibility to perform the following activities
in connection with this Section B.6, at its own and sole expense:
StorageNetworks is responsible to educate appropriate GlobalCenter Operations,
Sales, Professional Services and Product Management staff on the
StorageNetworks portion of the Services prior to (or simultaneously with) the
release of said Services.
StorageNetworks is responsible to ensure that StorageNetworks support
personnel are adequately trained to provide support to GlobalCenter's
Customers with respect to the StorageNetworks portion of the Services.
GLOBALCENTER RESPONSIBILITIES
-----------------------------
GlobalCenter shall have responsibility to perform the following activities in
connection with this Section B.6, at its own and sole expense:
GlobalCenter is responsible to educate appropriate StorageNetworks Operations,
Sales, Professional Services and Product Management staff on the GlobalCenter
portion of the Services prior to (or simultaneously with) the release of said
Services.
GlobalCenter is responsible to ensure that GlobalCenter support personnel are
adequately trained as required to provide Tier 1 support to Customers with
respect to the GlobalCenter portion of the Services.
GlobalCenter will provide appropriate facilities for training and will make
commercially reasonable efforts to bring people together on a regional basis
for training so that the number of training sessions provided by
StorageNetworks is minimized.
B.7 CHANGE MANAGEMENT
StorageNetworks and GlobalCenter will meet not later than June 30, 2000 to
develop procedures for change management. These procedures will be clearly
documented and available for dissemination within the Parties internal
operations and support organizations not later than July 31, 2000.
STORAGENETWORKS RESPONSIBILITIES
GlobalCenter will be provided with at least twenty-one (21) days prior written
notice of any scheduled changes made by StorageNetworks that affect the
Services. However, if shorter notification period is required, changes will
be made with the agreement of GlobalCenter.
If a scheduled outage is required, StorageNetworks will work with GlobalCenter
to ensure that the services are not affected beyond the levels set forth in
the Master Service Level Agreement. StorageNetworks reserves the right to
proceed with any change if it is determined by StorageNetworks that the change
will not cause harm to the customer's specific environment.
StorageNetworks is responsible to provide the GlobalCenter with a 7x24x365
Customer Service Center that can process change requests for customers. All
change requests will follow normal StorageNetworks Change Management
procedures.
B.8 MONITORING, EVENT NOTIFICATION & ESCALATION
StorageNetworks and GlobalCenter agree to meet not later than June 30, 2000
to:
Develop processes and procedures to integrate their respective network /site
monitoring systems.
Develop processes and procedure for responding to and addressing outages.
Develop escalation procedures.
These processes and procedures will be clearly documented and available for
dissemination within the Parties internal operations and support organizations
not later than July 31, 2000. The objective of this effort is to provide a
consistent, timely and quality mechanism for dealing with service-affecting
problems.
B.9 SITE SECURITY
The Parties agree that in each data center, access is granted on an as-needed
basis. Facilities must be in place to validate a person's identity and allow
appropriate access.
STORAGENETWORKS RESPONSIBILITIES
StorageNetworks will comply with GlobalCenter site security and access control
policies.
StorageNetworks will be responsible for all work performed by StorageNetworks
personnel and contractors while on GlobalCenter premises.
StorageNetworks will be responsible for developing and maintaining an
authorized site access list which is provided to GlobalCenter periodically as
required and in accordance with GlobalCenter site access / security policies.
GLOBALCENTER RESPONSIBILITIES
GlobalCenter is responsible for complying with the security provisions in the
Master Service Level Agreements between GlobalCenter and StorageNetworks.
GlobalCenter shall ensure site security and data center access policies and
procedures are clearly documented and provided to StorageNetworks not later
than June 30, 2000.
GlobalCenter will update its site access lists no later than 24 hours after
confirmed receipt of any written / email request from StorageNetworks
authorized representative(s).
Unless there is an emergency situation in the facility, GlobalCenter is
responsible for contacting StorageNetworks before gaining access to
StorageNetworks private cage/suite. At all times, other than in the case of
an emergency situation, GlobalCenter and/or its authorized representatives
must be escorted by a StorageNetworks employee.
Personal Identification Access Units, such as key cards and biometric readers
or onsite security processes requiring identity validation for entry, will be
required for direct access to the data center.
B.10 INTER-SITE CONNECTIVITY
StorageNetworks Responsibilities
In instances where fiber connectivity is utilized to link one or more GDCs or
a GDC to a Customer's facility, StorageNetworks will be responsible for
procurement and deployment of such fiber connectivity.
GLOBALCENTER RESPONSIBILITIES
GlobalCenter will provide appropriate methods to route fiber cable between
two adjoining GDCs. The appropriate method for running the fiber will be
jointly determined. Any facilities costs will be the responsibility of
GlobalCenter.
B.11 STORAGEPORT
GlobalCenter and StorageNetworks jointly will implement the StorageNetworks
StoragePORTtm access channel in each GlobalCenter data center that houses a
StorageNetworks S-POP. The Parties shall use commercially reasonable efforts
to integrate an option for GlobalCenter customers to install StoragePorts into
the sales process, including GlobalCenter Client Services Representatives
informing GlobalCenter customers of the option to have a StoragePort installed
in one of their cages at the time of such GlobalCenter customer's
installation. In addition, in the event GlobalCenter creates a checklist that
will provide GlobalCenter customers with several different options in relation
to services provided by GlobalCenter, GlobalCenter shall include in such
checklist an option for a GlobalCenter customer to have a StoragePort
installed in one of the GlobalCenter customer's cages in a GDC.
Each StoragePORTtm, both rack mounted and wall mounted, will, if possible, be
prominently displayed. StorageNetworks will bear the cost of the
StoragePORTtm device and the installation in connection therewith, and all
StoragePort equipment will be co-branded with GlobalCenter's Disk-on-
Demand(sm) service messaging.
B.12 SUMMARY OF KEY DATES
Section DESCRIPTION Date
------------------------------------------------------------------------------------------
B.1 Written notice of the opening of any new data center 90 days prior
facility
------------------------------------------------------------------------------------------
B.1 GlobalCenter data center managers have reviewed July 31, 2000
StorageNetworks SPOP Co-Location Standard.
------------------------------------------------------------------------------------------
B.1 GlobalCenter data center managers and technical staff have July 31, 2000
been briefed on the Agreement and Storage Services.
------------------------------------------------------------------------------------------
B.2 Executive Representatives meetings Minimum 2 per year
------------------------------------------------------------------------------------------
B.2 GlobalCenter will provide StorageNetworks with key 30 days after
regional, national, and international contacts. written request
from
StorageNetworks
------------------------------------------------------------------------------------------
B.3 POTS and Frame relay cross-connects provided to 3 days, to the
StorageNetworks by GlobalCenter after lines terminated in extent reasonably
networking room practicable
------------------------------------------------------------------------------------------
B.4 Customer order to service activation timeline goal 15 days maximum
------------------------------------------------------------------------------------------
B.5 Meeting to discuss and develop a joint Customer Care plan June 30, 2000
------------------------------------------------------------------------------------------
B.5 Meeting to review customer care procedures, performance Quarterly
measurements, and update processes.
------------------------------------------------------------------------------------------
B.6 Meeting for development of a Joint Training Plan June 30, 2000
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
B.6 Training to GlobalCenter personnel completed July 31, 2000
------------------------------------------------------------------------------------------
B.9 Meeting to develop a plan & procedures for Change Management June 30, 2000
------------------------------------------------------------------------------------------
B.9 Plan documented and disseminated to internal support July 31, 2000
organizations
------------------------------------------------------------------------------------------
B.9 GlobalCenter provided with written notice of any scheduled 21 days prior
changes that affect the Storage Services
------------------------------------------------------------------------------------------
B.10 Meeting to develop processes / procedures for monitoring June 30, 2000
systems, response to outages, and escalation procedures
------------------------------------------------------------------------------------------
B.10 Documentation and dissemination of Monitoring, Event July 31, 2000
Notification, and escalation processes and procedures.
------------------------------------------------------------------------------------------
B.11 Site Security and data center access policies and June 30, 2000
procedures documented and provided to StorageNetworks
------------------------------------------------------------------------------------------
B.11 Site access lists updated Within 24 hours of
confirmed receipt
------------------------------------------------------------------------------------------
EXHIBIT C SERVICE ORDER
--------------------------------------------------------------------------------
[SERVICE ORDER TO BE ATTACHED]
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
EXHIBIT C
Web Hosting Service Order
GLOBALCENTER ------------------------------------
A GLOBAL CROSSING COMPANY Service Order Term: [**] subject
to the term of
the JMSA
Use with MSA # 5.01.00
Service Order Date: 5/31/00
Estimated Install Date: N/A
--------------------------------------------------------------------------------
CUSTOMER DATA GLOBALCENTER SALES DATA
----------------------------------------------------------------------------------------------------------------------------------
Company: StorageNetworks Salesperson: Xxxx Xxxx
----------------------------------------------------------------------------------------------------------------------------------
Primary Contact: Xxxxx Xxxxxx
----------------------------------------------------------------------------------------------------------------------------------
Billing Address: 000 Xxxxx Xxxxxx, 6th Floor Address: 000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Phone: (000) 000-0000 Phone: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
Email: xxxx.xxxxxx@xxxxxxxxxxxxxxx.xxx Email: xxxxx@xxxxxxxxxxxx.xxx
----------------------------------------------------------------------------------------------------------------------------------
Technical or Secondary Contact: Xxxx Xxxxxx Secondary Contact: Xxxx Xxxxxxxx
Phone: (000) 000-0000 Phone: (000) 000-0000
Email: xxxx.xxxxxx@xxxxxxxxxxxxxxx.xxx Email: xxxxxxxxx@xxxxxxxxxxxx.xxx
----------------------------------------------------------------------------------------------------------------------------------
COMPLEX WEB HOSTING - ONE TIME INSTALLATION FEES:
UNIT EXTENDED
ITM # DESCRIPTION QTY UM PRICE PRICE
---------------------------------------------------------------------------------------------------------------------------
2 ADDITIONAL POWER CIRCUIT: SEE JMSA $[**] [**]
Includes
labor
---------------------------------------------------------------------------------------------------------------------------
3 CO-LOCATION INSTALLATION: Setup of racks or cages in the data center [**]
facilities.
---------------------------------------------------------------------------------------------------------------------------
4 INSTALLATION AND COORDINATION FEES 2 HRS By Quote [**]
---------------------------------------------------------------------------------------------------------------------------
WEB HOSTING - ONE TIME FEES TOTAL $ [**]
---------------------------------------------------------------------------------------------------------------------------
The information (data) contained in this Service Order is confidential and
proprietary information, and contains trade secrets and other privileged
information. It is furnished to the Buyer in confidence and upon the condition
that it be used only for internal evaluation purposes, and not divulged or
disclosed to third parties without the written consent of GlobalCenter. GC
Complex Web Hosting SO/Quote Ver. 5 Rev. 4 March 2000
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
Web Hosting Service Order
GLOBALCENTER ------------------------------------
A GLOBAL CROSSING COMPANY Service Order Term: [**] subject
to the term of
the JMSA
Use with MSA # 5.01.00
Service Order Date: 5/31/00
Estimated Install Date: N/A
COMPLEX WEB HOSTING - MONTHLY RECURRING FEES:
ITM # DESCRIPTION QTY UM UNIT EXTENDED PRICE
PRICE
----------------------------------------------------------------------------------------------------------------------------
1 ADDITIONAL POWER CIRCUITS: As per SPOP specification 1 EA $[**] [**]
----------------------------------------------------------------------------------------------------------------------------
2 CO-LOCATION SERVICES: Monthly rental of secure space in a data
center facility.
Toyama Data Center (S-POP opened 12/99) 50 Sq. ft $[**] $[**]
Borregas Data Center (S-POP opened 1/00) 1,200 Sq. ft $[**] $[**]
Anaheim Data Center (S-POP opened 3/00) 300 Sq. ft $[**] $[**]
Xxxxxxx Data Center (S-POP opened 12/99) 600 Sq. ft $[**] $[**]
New York Data Center (S-POP opened 2/00) 600 Sq. ft $[**] $[**]
*The amounts payable for the space licensed pursuant to this Service
Order shall be payable in accordance with Exhibit A of the JMSA.
----------------------------------------------------------------------------------------------------------------------------
3 TECHNICAL ACCOUNT MANAGER (TAM) CONSULTING TIME: HR [**]
Committed Time for 0 - 9 Hours $[**]/hr
Committed Time for 10 - 40 Hours $[**]/hr
Committed Time for Over 40 Hours $[**]/hr
Non-contracted Time - $[**]/hr
Non-contracted time is utilized in 1-hour time blocks.
Emergency Rate - $[**]/hour over the current rate. Billed in 2-hour
blocks.
Emergency time (6pm-8am local time, Monday through Friday, weekends
and holidays).
----------------------------------------------------------------------------------------------------------------------------
WEB HOSTING - MONTHLY RECURRING FEES TOTAL $[**]
----------------------------------------------------------------------------------------------------------------------------
The information (data) contained in this Service Order is confidential and
proprietary information, and contains trade secrets and other privileged
information. It is furnished to the Buyer in confidence and upon the condition
that it be used only for internal evaluation purposes, and not divulged or
disclosed to third parties without the written consent of GlobalCenter. GC
Complex Web Hosting SO/Quote Ver. 5 Rev. 4 March 2000
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
[GLOBALCENTER LOGO APPEARS HERE] Web Hosting Service Order
GLOBALCENTER ----------------------------------------
A GLOBAL CROSSING COMPANY Service Order Term: [**] subject
to the term of
the JMSA
Use with MSA # 5.01.00
Service Order Date: 5/31/00
Estimated Install Date: N/A
--------------------------------------------------------------------------------
TERMS and CONDITIONS:
1. Monthly recurring charges for space commence upon the date of receipt of
equipment by GlobalCenter into the space, or 30 days from the execution of this
Service Order, whichever occurs first.
2. Cartage fees and off-hours elevator service fees charged by building
management at 000 0xx Xxxxxx, XXX for client moves, trash and packing material
disposal will be forwarded to the client for payment, and are the obligation of
the client, not GlobalCenter.
3. This Service Order is subject to both the terms and conditions set forth in
that certain Amended and Restated Joint Marketing and Services Agreement between
the Parties, dated as of the date hereof ("JMSA") and the terms and conditions
of the MSA (as defined below).
4. Notwithstanding anything to the contrary set forth herein, during the term
of the JMSA, GlobalCenter agrees not to terminate this Service Order in
accordance with Section 10.1 of the MSA.
--------------------------------------------------------------------------------
95TH PERCENTILE RULE
Clients are billed monthly for the committed bandwidth. GlobalCenter monitors
SNMP bandwidth and takes a data point reflecting bandwidth utilization at that
particular instance on the client's Internet connection(s) every 5 minutes, then
averages every 30 minutes for a billing period of one month. At the end of the
month, all the data samples are collected then sorted from highest to lowest and
the top 5% are discarded. The next highest data sample will then be referred to
as the "95th Percentile" number. This number will then be used as the basis in
computing the additional (burst) bandwidth amount for that particular month over
the committed bandwidth already purchased.
All Service Orders are subject to the GlobalCenter Master Service Agreement
entered into between the Parties as of the date hereof (the "MSA"). This
Service Order serves as a Purchase Order when signed by authorized
representatives of client and GlobalCenter. Please send or FAX signed Service
Order to the above GlobalCenter address. This service order pricing is valid and
may be accepted for 30 days.
FOR CLIENT: FOR GLOBALCENTER:
Accepted by: Accepted by:
----------------------------------------------------- -----------------------------------------------------------
Printed Name: Printed Name:
----------------------------------------------------- -----------------------------------------------------------
Title: Title:
----------------------------------------------------- -----------------------------------------------------------
Date: Date:
----------------------------------------------------- -----------------------------------------------------------
PO#
--------------------------------------------------------
The information (data) contained in this Service Order is confidential and
proprietary information, and contains trade secrets and other privileged
information. It is furnished to the Buyer in confidence and upon the condition
that it be used only for internal evaluation purposes, and not divulged or
disclosed to third parties without the written consent of GlobalCenter. GC
Complex Web Hosting SO/Quote Ver. 5 Rev. 4 March 2000
Exhibit D STORAGENETWORKS FACILITIES REQUIREMENTS
--------------------------------------------------------------------------------
INTRODUCTION
StorageNetworks, Inc. is building a worldwide network to support the data
storage needs of the e-Economy. Data storage equipment will be installed within
new and existing co-location facilities as well as customer data centers. The
data storage location is referred to as an S-POP.
This document contains the physical site planning requirements and guidelines
for the installation of data storage and associated electronic communications
equipment and materials that will be installed, operated and maintained by
StorageNetworks, Inc. personnel. It is intended solely to provide guidance for
the co-location facility manager, the S-POP design engineers and construction
contractors and the S-POP communications cabling planners. Supplementary
specifications, equipment layouts, floor plans and requirements for special
conditions will be provided for each specific site.
Requests for technical information regarding the co-location provider's facility
systems are included in this document. This information is necessary to aid
StorageNetworks, Inc. personnel in understanding the design, operation and
reliability of the mechanical and electrical support systems, the fire
protection systems and the physical security of this facility.
ALL PHYSICAL SITE REQUIREMENTS ARE SUBJECT TO THE LOCAL BUILDING AND FIRE CODES
OF ANY APPLICABLE GDC. GLOBALCENTER WILL USE COMMERCIALLY REASONABLE EFFORTS TO
ACHIEVE THESE GUIDELINES. STORAGENETWORKS WILL BE NOTIFIED WHEN GLOBALCENTER
CANNOT MEET THESE SPECIFICATIONS AND BOTH COMPANIES WILL WORK TOGETHER TO COME
TO A MUTUALLY AGREEABLE SOLUTION.
Physical Site Requirements
1.1. Walls/partitioning system: Wire cage partitions, metal studs and drywall,
modular panel systems or other similar systems are acceptable methods for
securing the S-POP space. Visual access from main aisle-ways is preferred.
Walls/partitioning must extend from structural ceiling to raised floor or at a
minimum 96in/243.84cm above the finished raised floor.
1.2. Doors: Sliding or swinging doors with clear dimensions sufficient to
accommodate entry of storage equipment measuring 75in/190.3cm high x
69in/174.5cm wide x 36.5in/92.5cm deep and equipment cabinets measuring
84.5in/214.63cm high x 24in/60.96cm wide x 36in/91.44cm deep. Where possible,
removable headers and transoms above the doors are preferred. Doors must be
lockable.
1.3. Raised floor system: Standard data center type, 24in/60.96cm x
24in/60.96cm panels are required.
. height: minimum raised floor height of 12in/30.48cm
------
. minimum floor load requirements:
-------------------------------
o Floor load bearing: 300psf
. grid type: Rigid grid with bolted stringers is required. Note that some
---------
equipment may require additional stanchions located approximately at the
center of uncut corner floor tiles for extra support.
. floor panel cutouts: Floor panel cutouts to accommodate the bus and tag
-------------------
cables are required. All cutouts will be trimmed off. Dimensions and
locations of cut outs will be shown on final drawings for each specific
site.
. Earthquake bracing is required in earthquake prone regions.
1.4. Clearances: CLEAR HEIGHT MINIMUM OF 93IN/236.22CM ABOVE THE
RAISED FLOOR WITHIN THE S-POP IS REQUIRED.
1.5. Accessibility: Access from the loading dock, elevators and common area
corridors leading to the S-POP space must be adequate to accommodate delivery of
storage equipment 75in/190.3cm high x 69in/174.5cm wide x 36.5in/92.5cm deep,
weighing 3,127lbs/1,421kg and equipment cabinets measuring 84.5in/214.63cm high
x 24in/60.96cm wide x 36in/91.44cm deep and weighing 1,300lbs/589.7kg.
1.6. Signage locations: A vinyl banner measuring 36in/91.44cm x 96in/243.84cm
and a sign measuring 24in/60.96cm x 36in/91.44cm may be attached to the
wall/partitioning. StorageNetworks, Inc will provide the banner and sign.
1.7. Obstructions: Pipes, ducts, conduits, light fixtures, etc. within the S-
POP space MUST BE AT LEAST 108IN/274.32CM ABOVE FINISHED FLOOR HEIGHT. There
should be no obstructions in the immediate vicinity of the S-POP entry way(s)
that would interfere with the delivery of new equipment.
2. ELECTRICAL POWER SERVICES
2.1. Primary Service:
Utility Provider: Identify utility company(s)
Number of lines: Identify line number(s)
Underground or overhead: Identify type
Redundant transformer: Identify ratings and location
Power Factor: Determine power factor
Harmonic Distortion: Determine total harmonic distortion
2.2. General area lighting: Adequate emergency lighting must be provided in
accordance with the governing building codes to permit personnel to service the
equipment in the event of a power failure.
2.3. Emergency egress lighting: Determine locations of nearest fixtures.
2.4. Critical equipment power: The design of the mission critical electrical
distribution system must contain the capacity and capability to provide Fault
Tolerant functionality. This will enable the infrastructure to withstand one
unplanned system failure with no impact on the critical loads.
Based on manufacturer's nameplate data, the maximum power density for a
fully configured S-POP is approximately 162 xxxxx/sf. Note that most of the data
storage devices to be installed require two dedicated or isolated AC power lines
located within 6 feet of a specified location depending upon the actual model
number of the device. The power line sources must reside on separate circuit
panels or power distribution units and separate UPS systems.
2.5. UPS/batteries: Identify number of modules, capacity, load utilization,
battery life and configuration (n+1, 2n, 2n+1, etc.). Identify all single
points-of-failure.
2.6. Identify if shared with others or if dedicated to StorageNetworks' S-POP.
2.7. Auxiliary generators: Identify number of generators, capacity, load
utilization, configuration (n+1, n+2, 2n, etc.) and fuel storage capacity.
2.8. Power distribution units: Identify number of PDU's that will serve the S-
POP, the capacity of each, load balance values, and load utilization. Identify
if shared with others or if dedicated to the S-POP.
2.9. Grounding: Grounding requirements are referenced in the equipment
specifications. All work must be in accordance with the governing local codes
and standards.
2.10. Circuit Identification: Label all receptacles and connectors with the
specific equipment identifier, UPS #, PDU #, panel-board and circuit number
designations.
2.11. Convenience power: Provide (2) convenience receptacles for non-
equipment purposes. Label the receptacles as "NON-UPS".
2.12. Remote Power Monitoring: Remote power monitoring may be required at
locations where onsite 24x7 monitoring by the co-location provider is not
available.
3. MECHANICAL SERVICES
Environmental equipment: The design of the mission-critical cooling system must
contain the capacity and capability to provide Fault Tolerant functionality.
This will enable the infrastructure to withstand one unplanned system failure
with no impact on the critical loads.
Cooling units: Identify number of A/C units serving the S-POP, capacity,
utilization and configuration (n+1, n+2, etc.). Based on manufacturer's
nameplate data, the approximate heat dissipation of a fully configured S-
POP is approximately 510 btu/hr/sf.
3.1. Remote Power Monitoring: Remote power monitoring may be required at
locations where onsite 24x7 monitoring by the co-location provider is not
available.
3.2. Fire Protection equipment:
smoke/fire detection systems: Identify type of fire and smoke
detectors
smoke/fire alarm system: Identify location of nearest a/v
device
pre-action sprinkler: Identify type of sprinkler system
gas suppression: Identify type of gas suppression
system
portable fire extinguishers: Identify location of nearest
portable extinguisher
remote fire alarm monitoring: Identify location of remote
monitoring
4. SECURITY
StorageNetworks, Inc. treats customer data with the highest levels of security
and as such our facilities must be secure and safe. In each facility
access is granted on an as needed basis. Procedures must be in place to
validate a person's identity and allow appropriate access of
StorageNetworks' personnel by an authorized StorageNetworks'
representative. Key-cards, palm-readers or an on-site security access
process requiring identity validation for entry will be required for access
to the technical operations spaces.
4.1. Access control equipment: Identify type of access control systems in use at
the facility entrance and at the S-POP cage doors.
4.2. Key locks: Identify type, key number and control procedure.
4.3. Video monitoring: Identify nearest location to S-POP and coverage.
4.4. Motion detection: Identify nearest detector to S-POP.
4.5. Remote monitoring: Identify location of 24x7 remote monitoring systems.
Exhibit F - GlobalCenter Master Service Agreement
--------------------------------------------------------------------------------
[MSA to be attached]
EXHIBIT G MUTUAL INDUCEMENTS
In order to ensure the successful execution and continuity of the
GlobalCenter-StorageNetworks alliance for delivery of Storage Services, the
following marketing activities shall be pursued:
SALES FORCE TRAINING: All relevant sales force personnel at GlobalCenter and
StorageNetworks shall receive training on the presentation and value of the
Storage Services to be delivered at GDCs.
MARKETING MEDIA: Both Parties shall actively commit their respective marketing
departments to stimulate and maintain market awareness of the Storage Services
to be delivered at the GDCs. Primary marketing media to be included in this
inducement include, but are not limited to, internet, print, person-to-person,
and public exhibits. See Exhibit I for details on marketing activities.
EXHIBIT H PROJECT TEAM ROSTER
GLOBALCENTER PROJECT TEAM
PRODUCT MANAGEMENT
------------------
Xxxx Xxxx, Product Manager - Storage Network Architecture
PROJECT MANAGEMENT
------------------
Xxxx Xxxxxx, Senior Program Manager
INSTALLATION/ PROVISIONING
--------------------------
Xxxxx Xxxxxx, Install Coordinator
FACILITIES
-----------
Xxxx Xxxxxx - National Director of Operations
Xxxx Xxxxxx - Facilities coordinator - NY
Xxxxxx Xxxxxxx - Facilities coordinator - Herndon, VA
Xxxx Xxxxx - Facilities Coordinator - Sunnyvale
OPERATIONS:
-----------
Xxxx Xxx Xxxxxxx, Senior Director
MARKETING/ PR:
--------------
Xxxx XxXxxxx, Manager Alliance Marketing
Xxx Xxxxx, Manager Product Marketing
Xxxxxxxx Xxxxx, XX Specialist
PROF. SERVICES:
---------------
Xxxxx Xxxxxxx, Manager TAM
SALES:
------
Xxx Xxxxxx, Director of Sales
SALES OPERATIONS:
-----------------
Xxxxxxx XxXxxxx, Manager Sales Operations
TECHNICAL ADVISOR:
------------------
Xxxxx Xxxxxxx, Manager R&D
LEGAL:
------
Xxxx Xxxxxxxx, Vice President & Associate General Counsel
FINANCE:
--------
Xxxxx Xxxxx, Executive Vice President & Chief Financial Officer
38
STORAGENETWORKS PROJECT TEAM
BUSINESS PLAN AND PROJECT OVERSIGHT:
------------------------------------
Xxxx Xxxxxxx, Director of Alliances
OPERATIONS:
-----------
Xxxx Xxxxxx, Program Manager
Marketing:
----------
Xxxxxx Xxxxxx, Director of Partner Marketing
MARCOMM:
--------
Xxxxxx Xxxxxx, Director of Marketing Communications
PROF. SERVICES:
---------------
Xxxxxxx Xxxxx, Director of Professional Services
SALES:
------
Xxxx Xxxxx, Western Region Director of Sales Operations
TRAINING:
---------
Xxxx Xxxxxxx, Director of Corporate Education
LEGAL:
-----
Xxxx Xxxxx, General Counsel
FINANCE:
-------
Xxxx Xxxxxxxx, Chief Financial Officer
EXHIBIT J - RULES OF SALES ENGAGEMENT
1. LINES OF COMMUNICATION
StorageNetworks and GlobalCenter regional sales directors will coordinate
efforts within their regions and act as the point of contact for their
respective field sales forces. Each regional sales director will provide
complete lists of area account executives and plans for ensuring initial account
meetings and interaction.
2. TEAMING
The appropriate level of account teaming will be defined by the existing
relationship with the Customer. StorageNetworks and GlobalCenter agree that one
of the below scenarios will be utilized for engaging Customers:
1. StorageNetworks possesses the initial relationship with prospective or
present Customer and will introduce said Customer to a GlobalCenter sales
representative to assist in selling the Services and/or other services provided
by the Parties or GlobalCenter.
2. GlobalCenter possesses the initial relationship with prospective or present
Customer will introduce said Customers to a StorageNetworks sales representative
to assist in selling the Services and/or other services provided by the Parties
or StorageNetworks.
3. Both GlobalCenter sales and StorageNetworks sales jointly approach the
initial Customer to present the Services and/or other services provided by the
Parties.
3. SALES TRAINING
3.1 Regional sales training. Each Party will deliver presentations and engage
in appropriate training to support the roll-out of the Services and gain
familiarity with the other Party's business operations.
3.2 Ongoing training. Periodically, the Parties agree to engage in joint
training of their sales forces as it pertains to delivery and presentation of
the Services.
4. CONFLICT RESOLUTION.
In the event of a dispute regarding any sales account issues, both Parties agree
to attempt to resolve the conflict first at a local level. In the event of an
impasse, the issue will be addressed at a regional level or escalated to their
appropriate sales or corporate leadership, as merited.
