Contract
Note:
Portions of this exhibit indicated by [*] are subject to a confidential
treatment request, and have been omitted from this exhibit. Complete, unredacted
copies of this exhibit have been filed with the Securities and Exchange
Commission as part of the Company’s confidential treatment request.
“AMENDMENT
AGREEMENT NO.3”
This
Amendment Agreement No. 3 to the FWA TASS, dated as of December 28, 2004 (the
“Amendment
Agreement No. 3”), is
entered by and between Airspan
Communications Limited
(“Airspan”) and
Axtel, S.A. de C.V. (“Axtel”)
WHEREAS, Axtel
and Nortel Networks Limited (“NN
Limited”) and
Nortel Networks de México, S.A. de C.V. (”NN
Mexico” and,
collectively with NN Limited, “Nortel
Networks”)
entered into a Purchase and License Agreement for FWA Equipment dated March 20,
2003, which was subsequently amended by Amendment No. 1 dated September 15, 2003
and by the Change Order dated December 5, 2003 (the “FWA
PLA”);
WHERAS, Nortel
Networks and Axtel entered into a Technical Assistance Support Services
Agreement for FWA Equipment dated March 20, 2003 (the “FWA
TASS”);
WHEREAS, Nortel
Networks, Airspan and Axtel entered into an Assignment and Assumption Agreement
dated December 23, 2003, by virtue of which Nortel Networks assigned all of its
rights and obligations under the FWA PLA and the FWA TASS to Airspan (the
“Assignment
Agreement”);
WHEREAS,
Airspan
and Axtel executed Amendment No.2 to the FWA PLA and the FWA TASS as of April
20, 2004.
WHEREAS,
Airspan
and Axtel (hereinafter referred to collectively as the “Parties” and
individually as a “Party”) have
been in discussions regarding several topics under the FWA TASS, including
prices and payment terms of the services, with the intent of setting forth their
agreements on such topics in an amendment to the FWA TASS;
WHEREAS, the
Parties, in light of the foregoing, wish to amend the FWA TASS in accordance
with the terms contained herein.
NOW
THEREFORE, in light
of the foregoing and pursuant to mutual covenants and agreements of which the
Parties acknowledge sufficient consideration, they hereby agree as
follows:
1. DEFINITIONS
AND EFFECTIVENESS.
1.1 Capitalized
terms not specifically defined in this Amendment Agreement No. 3 shall have the
meaning ascribed to them in the FWA TASS, as the case may be.
1.2 The
Parties hereby agree that this Amendment Agreement No. 3 shall become binding on
each Party upon its execution.
2. GENERAL
AGREEMENTS AND AMENDMENTS.
|
2.1
|
Change
to the Price of the TASS Services for the Fourth Quarter of
2004.
The
Parties hereby agree to modify the price of the TASS Services for the
fourth quarter of 2004 set forth in the FWA TASS, which currently is for
the total amount of [*] to the new price of [*] Dollars ([*] United Sates
Dollars). |
|
2.2 |
Service
Credit of US$[*].
Airspan,
for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged,
hereby agrees to reimburse Axtel the amount US$[*] United States Dollars)
of payments made by Axtel in the first three quarters of 2004 for
technical assistance and support services provided by Airspan to Axtel
under the FWA TASS in such period of time. |
This
reimbursement will be made through a pricing discount in the aggregate sum of
US$[*] United States Dollars), which will be applied against the payment of the
TASS Services to be performed by Airspan under the FWA TASS after the date of
this Amendment Agreement No. 3 (the “Service
Credit”). Axtel
hereby accepts this Service Credit discount.
Within
(5) days of the date of this Amendment Agreement No. 3, Airspan shall deliver to
Axtel the Service Credit note for the amount of US$[*] Dollars, such note to be
dated no later than December 30, 2004.
|
2.3 |
Amendment
of the Scope of Services under the FWA TASS.
The
Parties hereby agree to amend the scope of services under the FWA TASS, by
replacing in its entirety Annex
“B”
(“Description of the Technical Assistance Support Services”) of the FWA
TASS, with a new annex. The terms and conditions of the new Annex
“B”
are set forth in the document attached as Exhibit
“A” of
this Amendment Agreement No. 3. |
|
2.4 |
New
Prices and Payment Terms for Services under the FWA
TASS.
The
Parties hereby amend the FWA TASS, by modifying the price and payment
terms of the Services set forth in the FWA TASS for the years 2005 and
2006, as follows: |
| (i) |
For
Year 2005.
US$[*], for the Services to be provided by Airspan in year 2005, which
shall be paid by Axtel as follows: |
2
| · |
US$[*]
for the first calendar quarter, on the last business day of such quarter;
|
| · |
US$[*]
for the second calendar quarter, on the last business day of such
quarter; |
| · |
US$[*]
for the third calendar quarter, on the last business day of such
quarter; |
| · |
US$[*]
for the fourth calendar quarter, on the last business day of such
quarter. |
| · |
Axtel
will issue an Irrevocable Purchase order for the 2005 TASS prior to
15th
January 2005 with the payment terms detailed
above. |
| · |
Airspan
shall deliver to Axtel the respective invoice of such quarter payment, at
least thirty (30) days prior to such payment date (the last business day
of such quarter). |
| (ii) |
For
Year 2006.
US$[*] for the Services to be provided by Airspan in year 2006, which
shall be paid by Axtel as follows: |
| · |
US$[*]
for the first calendar quarter, on the last business day of such quarter;
|
| · |
US$[*]
for the second calendar quarter, on the last business day of such
quarter; |
| · |
US$[*]
for the third calendar quarter, on the last business day of such
quarter; |
| · |
US$[*]
for the fourth calendar quarter, on the last business day of such
quarter. |
| · |
Axtel
will issue an Irrevocable Purchase order for the 2006 TASS prior to
15th
January 2006 with the payment terms detailed
above. |
| · |
Airspan
shall deliver to Axtel the respective invoice of such quarter payment, at
least thirty (30) days prior to such payment date (the last business day
of such quarter). |
3
2
|
3. |
CONTINUED
EFFECT.
|
|
3.1 |
The
Parties hereby agree that the present Amendment Agreement No. 3
constitutes an amendment of some of the provisions of the FWA TASS, and
except as amended and modified herein, all of the other terms and
conditions of the FWA TASS shall remain in full force and
effect. |
IN
WITNESS WHEREOF, this
Amendment Agreement No. 3 is signed as of the date first above
written.
|
AXTEL, S.A. DE
C.V. |
AIRSPAN COMMUNICATIONS
LIMITED | |
| By:__________________________ | By:__________________________ | |
| Name: Xxxxxxx xx Xxxxxxxxxx Xxxxxxx | Name: Xxxxx Xxxxxxxx | |
|
Title:
Legal Representative |
Title:
Senior Vice President |
4
Exhibit
A
DESCRIPTION
OF THE TECHNICAL ASSISTANCE SUPPORT SERVICES
1
Exhibit A
- Description of The Technical Assistance Support Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
“Exhibit
A”
DESCRIPTION
OF THE TECHNICAL ASSISTANCE SUPPORT SERVICES
1.0 SERVICES
SUMMARY
This
package of services from the Airspan Support Services portfolio will
provide
remote
2nd
&
3rd level of
technical
assistance and
emergency recovery for Airspan
products in Axtel’s network. Axtel’s in house structure will perform the
Operations, Administration & Maintenance functions.
For
this
annually
contracted support package,
Airspan’ will
provide Technical and Support Services (the “Services”) to the
Airspan’ FWA Hardware and FWA Software installed in Axtel’s Network in Mexico
(excluding Hardware under warranty), such Services are described below:
| · |
Provide
remote
troubleshooting
on Airspan
supplied software
and/or hardware |
| · |
Assist
in resolving network fault issues that may be linked to AXTEL’s network
operational procedures and methodologies |
| · |
Assist
AXTEL’s staff in determining fault-locating interface problems between
Airspan hardware or software and other vendors’
equipment |
| · |
Perform
REM software upgrades |
The terms
and conditions for these services are set forth in this Exhibit B.
Here
follows a description of the Services to be provided by Airspan:
1.1 Technical
Support Services
Technical
Support Services, the foundation of the Airspan Support Services portfolio,
provides remote support for issues associated with the operation and maintenance
of Airspan products.
Technical
Support Services includes two levels of service:
| · |
Remote
Technical Assistance |
| · |
Emergency
Recovery |
Remote
Technical Assistance provides assistance to address network issues that are not
classified as emergency priority. Airspan will register and manage requests for
Technical Assistance during normal business days and business hours observed by
Airspan in the region where the service is being performed.
Note:
Airspan classifies Technical Assistance case priorities as Business Critical,
Major, and Minor. Please refer to “1.1.6 Technical Support Case Priority
Classifications and Examples.”
Emergency
Recovery provides assistance to address emergency network issues. Airspan
will register and manage requests for Emergency Recovery 24 hours per day, seven
days per week including holidays observed by Airspan in the region where the
service is being performed.
Note:
Airspan classifies Emergency Recovery case priorities as E1 and E2. Please refer
to “1.1.6 Technical Support Case Priority Classifications and
Examples.”
2
Exhibit A
- Description of The Technical Assistance Support Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
To
provide Remote Technical Assistance and Emergency Recovery, Airspan technicians
and engineers will provide support primarily by remote means. In a collaborative
effort with Axtel’s technical staff, these personnel will attempt to diagnose
and resolve issues related to the hardware, software, and/or documentation
supplied by Airspan as explained in this service description.
For both
Remote Technical Assistance and Emergency Recovery, where telephone support,
remote diagnosis, and all other means of restoring product operation have
failed, Airspan, upon Axtel’s request, and if Airspan determines that on-site
support is necessary and appropriate, will dispatch a trained and qualified
technical expert to Axtel’s premises to facilitate further
diagnosis.
| - |
Notwithstanding
Airspan’ determination that on-site support is not necessary, Axtel will
nevertheless have the right to require on site support from Airspan,
provided
that such on site support required by Axtel shall be at Axtel’s cost
unless it is agreed that it was necessary for such support to be provided
on site. |
1.1.1 Technical
Assistance Deliverables
Resolution
activities, based on typical cases, may include:
| · |
Remote
Troubleshooting problems using diagnostic
utilities |
| · |
Providing
advice on how to detect and resolve hardware and network-related
problems |
| · |
Advising
on issues requiring hardware replacement |
| · |
Diagnosing
issues related to Airspan products interfacing with non-Airspan
products |
Note:
Airspan will resolve the issue to the point of demonstrating that the problem is
attributable to the non-Airspan products and, under the coordination of Axtel, a
Airspan technician can be available to discuss the fault issue with the
appropriate vendor.
| · |
Analyzing
trace/log/dump/Operational Measurement (OM)
information |
| · |
Remote
telephone and/or email support to Airspan Second Level support (NTS) in
troubleshooting, diagnosing and correcting failures by Airspan hardware
and/or software to function as per the relevant Airspan product
specifications in Axtel’s network. |
| · |
Providing
regular, on-going updates on case progress using an agreed-upon
medium |
| · |
Service
Restoration and Resolution of the reported cases in accordance with
Section 2.2.3 below of this Exhibit . |
1.1.2 Emergency
Recovery Deliverables
Airspan
Emergency Recovery teams respond to customer emergencies 24 hours a day, 365
days a year. Customer emergencies are cases that are classified as E1 or E2 in
accordance with Airspan Case Priority Classification.
Note:
Please refer to “1.1.6 Technical Support Case Priority Classifications and
Examples.”
3
Exhibit A
- Description of The Technical Assistance Support Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
Airspan
strives to immediately assign an engineer upon receipt of the call. Thereupon,
Airspan will provide continuous support as applicable until the service level is
restored to pre-incident operation. The Emergency Recovery team will be in
constant contact with Axtel throughout this case resolution activity, if
requested.
Note:
Please refer to “2.2 Call Center Access for Technical
Support.”
Following
service restoration, the E1/E2 case will be closed in agreement with Axtel and a
follow-up case (Major for E1 and Minor for E2) can be opened, if further
investigation or problem resolution activity is needed. Furthermore, Airspan
may, where applicable, conduct a root-cause analysis of the emergency incident,
which may be made available to Axtel.
1.1.3 Axtel
Responsibilities for Technical Support Services
For both
Technical Assistance and Emergency Recovery Axtel will be required
to:
| · |
Confirm
that the products are installed, commissioned, used and maintained by
knowledgeable and skilled people acting in
accordance with
the applicable product documentation from
Airspan |
| · |
Replace
hardware components during diagnosis or as remedial
actions. |
| · |
Generate
performance/availability reports and associated trend
analysis. |
| · |
Gather
data in a timely manner in support of Airspan’ diagnostic process when
reasonably within the technical competency of
AXtel. |
| · |
Identify
issues requiring hardware replacement |
| · |
If
applicable, use all reasonable efforts to maintain hardware and software
at the release or update level for supported hardware and software. This
maintenance will need to be in accordance with policies and procedures
published by Airspan. If Axtel is using a software version released prior
to the then-current minimum supported version(s) and is therefore
unsupported, then Axtel will need to upgrade to one of the then-current
minimum supported versions in order to acquire rights to any known
fix. |
| · |
Perform
software upgrades and/or patch applications, except for REM software
upgrades unless otherwise agreed with
Airspan. |
| · |
Except
for those activities described in Exhibit D of this Agreement, acknowledge
that any hardware / software upgrades / improvements or changes required
to install or use a software fix, update, release, or any part thereof are
charged separately from, and are in addition to, the charges of the
current contract |
| · |
Provide
connectivity in a timely manner to the product(s) for Airspan to establish
a data link for use by Airspan technical support group in order to conduct
remote diagnosis and maintenance |
Note:
Axtel and Airspan technical personnel will agree on the appropriate type of data
link based on network equipment and configuration as well as the appropriate
security measures to prevent unauthorized access. Axtel will be solely
responsible for security of the network. Airspan will not connect to Axtel’s
network without prior authorization and such connection will be solely to
provide technical support.
4
Exhibit A
- Description of The Technical Assistance Support Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
| · |
Excuse
Airspan from fault resolution for a period equal to such failure or delay,
should Axtel fail or cause delay in providing
connectivity |
| · |
Designate
and make available competent personnel to aid in problem diagnosis and
provide electronic access to the affected product(s) to aid in problem
investigation and resolution for all incidents. For E1/E2 Axtel personnel
should be available to work together with Airspan technical expert
throughout the process. |
| · |
Axtel
should provide their internal escalation process in order to inform all
the contacts to Airspan. |
| · |
Maintain
a support agreement(s) with the third-party supplier(s) for such
product(s), as Axtel sees fit. |
| · |
Axtel’s
in-house structure that performs first-line support will need to exhaust
internal troubleshooting processes. First-level Operations,
Administration, and Maintenance (OA&M) functions may include, but are
not limited to: |
| - |
Performing
day-to-day maintenance and network
operations |
| - |
Monitoring
network and system alarms |
| - |
Performing
diagnosis in accordance with instructions provided by Airspan and carrying
out initial remedial actions, including remote
diagnosis |
| - |
Operating
and controlling Axtel’s internal help desk for logging and tracking fault
inquiries, prioritizing events, and escalating, as required, to the
Airspan technical support group |
| - |
Providing
local time templates and historical actions performed on each event as
reference information to the Airspan technical support group
. |
1.1.4 Technical
Support Services Assumptions
For both
Technical Assistance and Emergency Recovery the following assumptions will
apply:
| · |
The
Technical Support Services program covers all FWA Hardware and Software
(except for Hardware under warranty) installed in Axtel’s network.
|
| · |
Airspan
shall provide an annual product software release designed to enhance the
functionality of the product and when appropriate it will include
solutions to issues raised through the CNR process. The First Market
Application of the annual product software release (including REM software
upgrades) is further described in Exhibit D of this Agreement. The content
of the 2003 annual release is described in Exhibit C to this Agreement.
The content of subsequent years’ releases shall be agreed via the
bi-monthly Product Enhancement Conferences and by the end of September of
the previous year. |
| · |
In
the event that Axtel fails to comply with the requirements described in
section 1.1.3 (Axtel Responsibilities for Technical Support), Airspan will
advise Axtel of its non-compliance. Airspan and Axtel may then agree upon
service to be provided at the then-current time-and-materials basis
published by Airspan plus any travel and living expenses
incurred. |
| · |
Airspan,
or a skilled, qualified third-party authorized by Airspan, will furnish
this service. |
5
Exhibit A
- Description of The Technical Assistance Support Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
1.1.5 Technical
Support Services Exclusions
The
following exclusions will govern the delivery of both Technical Assistance and
Emergency Recovery:
| · |
Airspan
is not responsible for products that have not been installed, commissioned
or upgraded as per the applicable processes and
procedures. |
| · |
Airspan
is not responsible for supporting non-Airspan supplied third-party
product(s). Axtel
will be responsible for maintaining support agreements with the
OEM/third-party supplier for such
product(s). |
| · |
Technical
Support Services do not cover Airspan products not purchased from Airspan
or from a Airspan authorized agent |
| · |
Airspan
will not be obliged to incorporate software corrections into software
releases prior to the then-currently supported software release(s).
Airspan reserves the right to incorporate software corrections into future
software releases |
| · |
Airspan
support obligations are expressly conditional upon the products not being
(i) subject to unusual mechanical stress or unusual electrical or
environmental conditions; (ii) subject to misuse, accident or disaster
including without limitation, fire, flood, water, wind, lightning or other
acts of God; or (iii) altered or modified unless performed or authorized
by Airspan |
| · |
Airspan
Products under Warranty are excluded from this Technical Support Services
Pack. |
| · |
Products
which have not been installed and commissioned by appropriately skilled
and trained personnel using Airspan Procedures are excluded from this
Technical Support Services Pack. |
| · |
Technical
Support Services will not be provided during installation and/or
commissioning process. |
1.1.6 Technical
Support Case Management
| · |
Airspan
will measure the severity level of hardware or software incidents
according to the following TL9000 Customer Severity classifications for
Critical, Major, and Minor Hardware/Software problem reports. Only if it
is not clear which severity level applies, then the severity level
assigned by Axtel will be used. |
| · |
Airspan
uses case priorities that correspond with the Customer Severity (TL9000)
classifications. Notwithstanding the TL9000 Major Customer Severity
definition, to provide increased focus on certain types of Major problems,
Airspan uses additional case priority definitions: E2, Business Critical,
and Major. |
| · |
Airspan
uses case priorities that correspond to the TL9000 Customer Severities as
shown in the following table: |
6
Exhibit A
- Description of The Technical Assistance Support Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
|
TL9000
Customer
Severity |
Airspan
Case
Priority |
|
Critical |
E1 |
|
Major |
E2 |
|
Business
Critical | |
|
Major | |
|
Minor |
Minor |
For more
detailed information about Technical Support Case Priority, Case Resolution
Objectives, Case Progress Status and Case Resolution Classification, please
refer to sections 2.2.3 to 2.2.7.
2.0 GENERAL
2.1 Holidays
Observed by Airspan
Please
refer to your local Airspan representative to get information of Local National
Holidays observed at
Customer’s location.
2.2 Call
Center Access for Technical Support
The
Airspan Call Center will function as a single point of contact for the receipt
of all support calls and inquiries. The remote support effort will begin with a
telephone call and will continue with the appropriate actions
to be taken according to Airspan Case Severity Classifications.
The Call
Center will be available 24 hours a day, 365 days a year. General provisions for
accessing Technical Support services include:
| · |
Airspan
may, where applicable, also provide a customer with the ability to open,
view, and modify cases directly within the Airspan case-tracking system
via .
The customer will bear telecommunication facility charges and/or long
distance toll charges with
access to |
| · |
Where
toll-free +access is not available, the customer will bear
telecommunication facility charges and/or long distance toll charges for
access to the Call Center |
| · |
All
cases are logged into a Airspan case-tracking system. The case is
time-stamped and a case reference number allocated. Furthermore, Airspan
will request that the customer agree to a case priority level
|
| · |
E1
and E2 priority cases are to be reported by telephone
only |
| · |
The
Customer escalation of a case to higher levels of management within
Airspan, shall be in accordance with the following escalation table:
|
“Airspan
Escalation Procedure”
7
Exhibit A
- Description of The Technical Assistance Support Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
|
Axtel’s
NOC |
|||||
|
Call
Center Airspan |
|||||
|
Airspan
Technical Support Engineer |
|||||
|
Airspan
Technical Support Manager. |
|||||
|
Airspan
Technical Support Sr. Mgr. |
|||||
|
Airspan
Technical Support Director |
Airspan
Customer Operation Leader | ||||
At
Closing Date, Airspan will provide Customer with the contact information of the
persons involved in this Escalation Procedures, as well from time to time, the
changes to such contact information will be provided to Customer.
2.2.1 Airspan
Technical Support Services Call Process
When
calling Airspan for Technical Assistance or Emergency Recovery, the customer’s
representative will be asked to provide the following information:
| 1. |
Company
name |
| 2. |
Caller
name and phone number |
| 3. |
Personal
Identification Number (PIN) or a unique Customer Purchase Order number or
credit card number, if a PIN has not been
issued. |
| 4. |
Site
Location/Site ID |
| 5. |
Product
on which the problem is being reported |
| 6. |
Problem
description and severity |
A Call
Center agent will generate a Case Reference Number (CRN), which will be provided
to the customer for
tracking the case. Airspan technician will then team with the customer’s
representative to resolve the reported issue.
8
Exhibit A
- Description of The Technical Assistance Support Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
| 2.2.2 |
Call
Center Phone Numbers |
Customer
sites in Latin America will access the Airspan technical support organizations
by calling:
Tel: +
(0) 000
000-0000
Available
24 hours a day, 365 days a year
email:
from the
Airspan Web Site :://xxx.xxxxxxx.xxx/Xxxxx/XxxxxxxXxxx/xxxxxxxxxxx.xxx
2.2.3 Technical
Support Response Times
Once
Axtel has opened a CRN at the Airspan’ Call Center and depending on the Severity
Classification, a Airspan Technical Support (NTS) Engineer will contact the
Axtel’s representative as per the terms set forth in Table 2.2.3 below :
“Table
2.2.3”
|
TL9000
Severity Classification |
Actions |
Response
Times |
Target
Service restoration time |
Resolution
Targets
Based
on RQMS* | |
|
Business
Hours |
Non
- Business Hours | ||||
|
E1
(*1) |
Worked
continuously (7 x 24) until resolution or workaround is
provided |
15
min |
30
min |
7
Xx |
00
xx |
|
E2
(*1) |
Worked
continuously (7 x 24) until resolution or workaround is
provided |
15
min |
30
min |
8
Hr |
10
Days |
|
Business
Critical and Major (*2) |
Worked
during normal business days and business hours. |
2
hrs |
Next
Business
Day |
24
Xx |
00
Days |
|
Minor
(*2) |
Worked
during normal business days and business hours. |
Next
Business Day |
Next
Business Day |
30
Days |
180
days |
(*1) This
Service is provided 7 x 24
(*2) This
Service is provided in Normal Business Hours
Note: The
times set forth in Table
2 - R above,
are subject to Airspan and Customer working together in conjunction on a
reasonable efforts basis to find a workaround for services restoration and
resolution within the target times. These times do not represent an obligation
or performance indicator.
* RQMS -
Reliability
and Quality Measurements for Telecommunications Systems.
2.2.4 Technical
Support Case Priority
9
Exhibit A
- Description of The Technical Assistance Support Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
Problem
reports will be classified as set forth in the tables below:
|
TL9000
Severity
Classification |
Airspan
Case Priority & Definition |
Examples | ||
|
Critical |
E1 |
» Total
or partial network element outage | ||
|
Problems
that severely affect service, and require or |
» A
reduction in capacity or traffic handling capability such that expected
loads cannot be handled | |||
| day of the week capacity/traffic, billing and |
»
Failure resulting in dynamic routing, switching capability or transport
loss | |||
| maintenance capabilities immediate corrective |
»
Any loss of safety or emergency capability (e.g., emergency calls such as
911 in North America) | |||
| action, regardless of time of day |
»
Loss of the system’s ability to perform automatic system
reconfiguration | |||
|
»
Inability to restart the system | ||||
|
»
Loss of billing/accounting capability | ||||
|
»
Corruption of billing or system databases that requires service affecting
corrective actions |
Other
problems that severely affect service, capacity/traffic, billing, and
maintenance capabilities or are jointly viewed by Airspan and the customer as
critical
|
TL9000
Severity Classification |
Airspan
Case Priority & Definition |
Examples | ||
|
Major |
E2 |
»
Loss of redundancy of critical functions | ||
| Problems that result in potential service |
»
Loss of protection switching capability | |||
| degradation and/or total outage. Serious situation not involving service degradation in |
»
Short outages equivalent to system or subsystem outages not seriously
impacting service with accumulated duration of greater than two minutes in any 24-hour period, or that continue to repeat during longer periods | |||
| a live environment, but leading to a total or |
» A
reduction in provisioned capacity of 5% and for a cumulative duration of
more than 10 minutes per 24 hours | |||
| partial loss of redundancy. |
»
Repeated degradation of DS1/E1 or higher rate spans or
connections | |||
|
»
Loss of system’s ability to perform automatic system
reconfiguration | ||||
|
»
Loss of system’s ability to perform automatic system
reconfiguration | ||||
|
»
Loss of access to maintenance or recovery
operations | ||||
|
»
Any loss of functional visibility and/or diagnostic
capability | ||||
|
»
Loss of system’s ability to provide any required system critical/major
alarms | ||||
| » Total loss of access to provisioning |
10
Exhibit A
- Description of The Technical Assistance Support Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
|
TL9000
Severity Classification |
Airspan
Case Priority & Definition |
Examples | ||
|
Major |
Business
Critical |
»
The customer has been given a work-around but the situation still requires
constant attention due to the temporary nature of the work-around | ||
|
Problems
that result in a major degradation of system or service |
»
Software application/migration issues that gate the introduction of new
services or functionality | |||
| performance that impacts service quality or significantly impairs |
»
Billing error rates that exceed specifications | |||
| network operator control or operational effectiveness. Overall network | » Corruption of system or billing databases | |||
| is degraded resulting in severe limitations to operations or network management software product has major feature that is not working properly with only difficult workaround. |
|
TL9000
Severity Classification |
Airspan
Case Priority & Definition |
Examples | ||
|
Major |
Major |
»
Degradation of any capacity/traffic measurement function; degradation of
functional visibility and/or diagnostic capability | ||
|
Problems
that result in conditions that seriously |
»
Degradation of access for maintenance or recovery
operations | |||
| affect system operation, maintenance and |
»
Degradation of the system’s ability to provide any required system
critical/major alarms | |||
| administration, etc. and require immediate |
»
Loss of access for routine administrative
activity | |||
| attention. The urgency is less than in a |
»
Any system failure without direct immediate
impact | |||
| Business Critical situation because of a lesser |
»
Intermittent degradation of services; partial loss of access to
provisioning | |||
| immediate or impending effect on system |
»
Software application/migration issues that do not impact
service | |||
| performance, customers, and the customer’s |
»
Reduction in any capacity/traffic measurement
function | |||
| operation and revenue. |
»
Any loss of functional visibility and/or diagnostic
capability | |||
|
»
Any significant increase in product-related customer trouble
reports | ||||
|
»
Follow-up to E1 customer problems | ||||
|
»
Other problems that disrupt or prevent routine system activities, or
problems that are jointly viewed as Major events by Airspan and the customer |
11
Exhibit A
- Description of The Technical Assistance Support Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
|
TL9000
Severity Classification |
Airspan
Case Priority & Definition |
Examples | ||
|
Minor |
Minor |
»
Service analysis, recorded announcements, operational measurements,
maintenance program, or network management problems; or system-related documentation inaccuracies, that do not affect call processing | ||
|
Problems
do not significantly impair the |
»
Test equipment failures for which a backup or manual alternative can be
employed | |||
| functioning of the system and do not | » Circuit pack testing problems | |||
| significantly affect service to customers. These problems are tolerable during system use. |
2.2.5 Case
Resolution Objectives
Airspan
Technical Support case resolution targets are based in Airspan best efforts and
set according to the following TL9000 standard. The Case Resolution Objectives
are described in Table 2.2.3 above.
2.2.6 Case
Progress Status
Airspan
Technical Support use the following status to differentiate the case conditions
during the evolution of the case investigation. A set of status, its related
meaning and its relationship with the case age, are defined in the table
below:
|
Status |
Description |
Airspan
Clock | ||
Newly
Opened |
This
status is the default. It signifies that no work has been done on the
case. |
Start | ||
WIP
Level 1 |
This
status is used when a NTS Engineer is actively working on the
Case. |
Not
Stopped | ||
WIP
Level 2 |
This
status is used when a Second Level Support Engineer is actively working a
case
*
Second Level Support: Software Support, Product Support. |
Not
Stopped | ||
Escalated
To Design |
This
status is used when a Design Engineer is actively working on the
case |
Not
Stopped | ||
Answer
From Design |
Design
Engineer has concluded its investigation and has replied back to the NTS
Engineer |
Not
Stopped | ||
With
A Customer |
During
the course of conducting their research, the NTS Engineer may need
additional information or activity from the Customer. The "With a
Customer” status is assigned when the NTS Engineer is waiting on a
Customer response in order to continue investigation |
Stopped |
12
Exhibit A
- Description of The Technical Assistance Support Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
|
Status |
Description |
Airspan
Clock | ||
Interim
Solution |
If
a temporary solution is provided that eliminates the customers pain until
a permanent solution can be delivered, RQMS requirements allow the case to
be set to an “IS” status during this window of time if approved by the
Customer. In calculating case age, this interval will be discounted if the
permanent fix was delivered on the negotiated commitment date. If the
permanent fix does not resolve the reported problem, case status shall be
changed to Work in Progress (Level 1 or 2). If the case is returned to a
Work in Progress (Level 1 or 2) status after using the IS, the IS time
period will be added to the RQMS age of the case. |
Stopped | ||
Future
Deliverable |
Customer
agrees to live with the problem condition and that the fix will be
delivered as part of a future Airspan product release (software release,
maintenance release, documentation release or hardware revision.
Requirements to use this status include Customer consent; fix
identification, and delivery commitment. This status code does not add
time to the RQMS age of the case unless the solution fails and the case is
moved back to Work in Progress (Level 1 or 2) status. If the case is
returned to a Work in Progress (Level 1 or 2) status after using the FD,
the FD time period will be added to the RQMS age of the
case. |
Stopped | ||
Solution
Delivered |
Solution
Delivered or available for testing and verification. If the delivered
solution does not resolve the reported problem, the status will be changed
to Work in Progress (Level 1 or 2). If the case is returned to a Work in
Progress (Level 1 or 2) status after using the SD status, the SD time
period will be added to the RQMS age of the case. |
Stopped | ||
Pending
OEM Vendor |
The
case has been handed over to an OEM Vendor for resolution |
Not
Stopped |
2.2.7 Case
Resolutions Classifications
Airspan
Technical Support case resolutions: which shall be mutually agreed for each
case:
| · |
Cannot
Reproduce:
After 60 days and a reasonable effort, a problem has not been observed in
the Network, is not reproducible or sufficient information has not been
provided to adequately troubleshoot the problem and isolate the root
cause |
| · |
Customer
Process:
Human errors are present or the customer has failed to follow procedures
recommended and documented by Airspan |
| · |
Design
Intent:
The functionality required by customer does not align with the design
specifications of the product set forth in Agreement, in which case
Airspan shall make clear to Axtel which is such design specification
(i.e., the functionality is unsupported), and the issue can only be
resolved through new development efforts subject to a separate product
development agreement and charges. |
| · |
External
Cause:
Issue caused by non-Airspan products |
| · |
Hardware
Deficiency: A
problem is isolated to defective
hardware materials or workmanship or substantial nonconformance to
specifications published by Airspan |
| · |
Hardware
Failure: A
problem is caused by a hardware component failure that falls within Mean
Time Between Failure (MTBF) limitations |
13
Exhibit A
- Description of The Technical Assistance Support Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
| · |
Airspan
Literature:
Required Airspan technical document does not exist or the contents of an
existing document are in error [for example, an incomplete Airspan
Technical Publication (NTP)] |
| · |
Airspan
Process: A
problem occurs as a result of a Airspan process
deficiency |
| · |
Opened
in Error:
The case should not have been opened |
| · |
Scheduled
Event:
An outage occurs resulting from planned maintenance, installation, or
manual initialization, including such activities as parameter loads,
software/firmware changes, and other OA&M
activities |
| · |
Software
Deficiency: A
problem is isolated to a software design deficiency.
|
| 2.3 |
Airspan
Conditions for Services Provided Outside of the Scope of this Technical
Support Services Pack |
If a
customer requests a service that is neither part of the scope of the Technical
Support Service nor within the control or responsibility of Airspan and if
Airspan agrees to perform the service, then Airspan will charge customer at the
per-occurrence rate schedule to perform such services as published by Airspan.
On
Site/Remote Technical Assistance & On Site/Remote Emergency Recovery Out of
Scope Services may be provided on a per-occurrence
basis only when:
| · |
Support
is needed for efforts not covered under a contract support program (such
as the one proposed herein) |
Note:
Axtel must
have a Airspan Support Contract in place, as the one proposed herein, to be able
to request any Per-Occurrence Support Services. It is not intended to offer the
Per-Occurrence Support Services separately from a Airspan Support
Contract.
Technical
Support Out of
Scope situations
can include
| · |
On-site
visits to a customer’s system sites, when the visit is at the request of
the customer but is not deemed necessary by Airspan. This includes site
visits requested by the customer for support when resolution could have
otherwise been achieved from a remote location. This is subject to the
terms set forth in Section 1.1 above. |
| · |
Requests
to investigate issues pertaining to software features that are either
outside the functionality as defined in the Airspan Technical Publications
(NTPs) or are outside standards supported by
Airspan |
Note:
Airspan periodically reviews the deployment of its products based on technology,
market deployment, and support requirements. Airspan then nominates products
that would no longer be supported as of a specified date and changes the status
to “nominated EOL.” Airspan will notify customers of EOL product intentions well
in advance through the distribution of Product Portfolio Simplification/Product
Service Information (PSI) bulletins as well as Airspan Feature Planning
Guides.
| · |
Assistance
in set-up and usage of Operational Measurements
(OMs) |
| · |
System
performance assessment |
| · |
Training
on product hardware maintenance |
14
Exhibit A
- Description of The Technical Assistance Support Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
| · |
Training
on general office operations/maintenance
procedures |
| · |
Training
on test equipment and troubleshooting
procedures |
| 2.3.1 |
Per-Occurrence
Repair Services |
Airspan
Networks will register and manage requests for Return and Replace service during
Airspan’ normal business days and hours in the location where the service is
being performed.
Upon
receiving Axtel’s request, Airspan will allocate a part request number (also
known as a Return Material Authorization number) to each FRU to be replaced and
will notify Axtel in writing of the relevant part request number.
Following
allocation of the part request number(s) Airspan will repair or replace the unit
and will deliver the repaired unit or an equivalent to Axtel within 60 days of
receipt by Airspan at the place where the repair or replacement is carried out
(the “R&R
Time Limit”).
On-site
repair and on-site replacement services by Airspan are not included with the
Return and Replace Service.
1.2.1 Like
for Like Replacement
Airspan,
at its own cost and expense, shall provide within 60 days after the Effective
Date of this Agreement and maintain in Axtel warehouses to be notified to
Airspan in writing the following amount of Products (the “Stock
Products”):
1 The
amount of Stock Products set forth in this Exhibit B is the same amount set
forth in Annex G of the FWA PLA therefore, Airspan is obligated under both
agreements to deliver only this amount no twice of such amount, provided that,
any delays in the repair and return, either under the FWA PLA and/or under this
agreement, shall increase the Stock Products as provided under such
agreements.
|
Ref |
Part
Number |
Description |
Quantities |
|
1 |
NTEG72AD |
XXX |
00 |
|
0 |
XXXX00XX |
XXX |
00 |
|
0 |
XXXX0000 |
XXX |
0 |
|
0 |
XXXX00XX |
XXX |
0 |
|
0 |
XXXX00XX |
NMM |
4 |
|
6 |
NTEG74BA |
OVPM |
12 |
|
7 |
NTEG71HA |
TPM-PD |
12 |
These
Stock Products shall be kept by Axtel in its own facilities in México and Axtel
shall manage such Stock Products at its sole discretion to create a replacement
process for damaged parts as a “Like for Like” replacement process.
The
Parties hereby agree that Airspan shall be obligated to increase the Stock
Products by one piece of the respective part number, if Airspan is more than
five (5) days late under section 1.2 of Part Two above, in the repair and return
of such part (this shall be accounted by pieces).
1 The
amount of Stock Products set forth in this Exhibit B is the same amount set
forth in Annex G of the FWA PLA therefore, Airspan is obligated under both
agreements to deliver only this amount no twice of such amount, provided that,
any delays in the repair and return, either under the FWA PLA and/or under this
agreement, shall increase the Stock Products as provided under such
agreements.
15
Exhibit A
- Description of The Technical Assistance Support
Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
Axtel
will be required to:
| · |
Pay
the expense of shipping a defective FRU to Airspan’s warehouse or logistic
center defined for this purposes. |
| · |
Use
the specifically-assigned part request number(s) provided by Airspan and
include completed Airspan Fault Report Forms when returning any
FRU |
| · |
Adhere
to Airspan’ packing instructions (including anti-static precautions) when
returning the defective unit. The packing instructions will be included
with the return instructions accompanying the replacement
FRU |
| · |
Put
the replacement FRU into service once it has been returned by Airspan to
Axtel. |
| · |
As
a separate and additional charge, each Base Station item returned for
repair will be charged individually. Invoicing at the beginning of each
month for units delivered to Airspan for repair during the previous
month. |
| · |
The
Individual Base Station element return & repair included
are: |
| - |
TPM
|
| - |
TTM
|
| - |
TBM
|
| - |
NMM
|
| - |
TMU
|
| - |
OVPM |
| · |
As
a separate and additional charge, an RTU Repair & Return service will
be offered through one of two options. Axtel will elect one of these two
options by the Closing Date for the year 2003 and by December
15th of
the prior year for each year thereafter. Both options are detailed in the
Price Summary (Exhibit “A”). |
| · |
Airspan
repair cases resulting in “no fault found” to be charged at 50 % of the
Airspan’ full repair rates. Axtel will pay the handling fee of units
determined by Airspan to be beyond economic repair. Return and repair
turnaround time shall be 60 days. |
| · |
Airspan
will not provide a hardware emergency replacement
service. |
| 2.3.2 |
Axtel
Order Process for FWA Repair
Services |
16
Exhibit A
- Description of The Technical Assistance Support
Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
This
process supports the delivery of Airspan FWA Repair Services for
AXtel.
Customers
of Airspan who request a hardware repair service should have the
following required information ready when placing a repair order with
Airspan:
| 1. |
Customer
or distributor name |
| 2. |
Customer
ID (Project #, Site ID) |
| 3. |
Requestor
name, phone and fax number, and e-mail
address |
| 4. |
Customer
ship to address |
| 5. |
Part
number (PEC or CPC or manufacturer’s part
number) |
| 6. |
Quantity
(quantity of one per serial number) |
| 7. |
Serial
number of the defective part(s) being returned (if
applicable) |
| 8. |
Warranty
status |
| 9. |
Confirmation
of the availability of a fully completed Airspan fault report form for
said product. |
| 10. |
Any
additional information about product (system type or software
release) |
| 11. |
Any
special shipping instructions |
Upon
receiving the customer’s request and after any diagnostics assistance, Airspan
will allocate a part request number to each FRU to be repaired and notify the
customer of the relevant part request number.
This part
request number, also known as the Return Material Authorization (RMA) number, is
critical for tracking individual orders and must be referenced on failure tags,
shipping/packing lists, returned defectives, and any correspondence or inquiries
concerning the order.
The
customer’s representative can call in, fax or e-mail a Repair Service order
directly to Airspan the UK using the following contact means:
Office
hours (Monday through Friday from 9:00 a.m. to 6:00 p.m. (Local time)
+
00-0000-000000
Faxes
All faxed
orders will be processed and assigned an RMA# by the close of the next business
day.
To obtain
a parts request form by e-mail, please send an e-mail message to any of the
above addresses and note “repair order form” in the subject/title field. A form
will be sent automatically.
Place the
PO number in the subject/title field when e-mailing a completed parts request
form back to Airspan. For order confirmation, Airspan will respond with an RMA
number to all e-mail orders by the next business day.
2.3.3.
Package
Labeling Instructions and Addresses for Returns
17
Exhibit A
- Description of The Technical Assistance Support
Services
Agreement
for the Provision of Technical Assistance Support Services for FWA Equipment
(December 2004)
Circuit
packs should be packed in anti-static containers designed specifically for the
circuit packs in order to avoid damage during shipment. Other parts should be
individually wrapped in either anti-static packaging or packaging specifically
designed for that product to avoid damage during shipment. Airspan will inform
customers of any improper packaging, which will void the warranty.
All
materials should be returned pre-paid and sent to the appropriate Airspan repair
facility. The customer should use discretion in selecting shipping methods.
Airspan recommends that customers insure all packages to cover possible loss or
damage during shipping, regardless of warranty status.
A
completed Airspan fault report must be filled out and attached to each returned
item to assist in failure assessment and problem tracking. Fault reports are
sent with each replacement shipment. Customers can obtain additional supplies by
contacting the Airspan Customer Support Center.
Airspan
will inform customers of any discrepancy in return shipments. Any discrepancy,
whether it is quantity (more or less), product returned not matching what was
ordered, inability to determine complete order information, or non-suitable
packaging, would be noted and addressed.
In the
case of Product replaced at Airspan discretion, and which would be returned with
a different Serial Number to Axtel, the proper documentation shall be provided
by Airspan for Axtel’s asset controls to evidence which serial number is
replaced.
Defective
Return Packing Slips
Defective
return packing slips should be used to return all defective parts to
Airspan. Airspan
will provide defective return packing slips for use to return shipments. A copy
of the defective return packing slip should be placed in all the cartons and
attached outside. This duplication will aid in processes and proper
identification of returned material. The RMA number and the PO number should be
clearly marked on the outside of each box. If a customer supplies a packing
slip, the following information must be included on the shipping/packing list
for proper handling:
Item
(Information Required)
| 1. |
From
(Company name, return address, and telephone
number) |
| 2. |
Ship
Date (Date parts are shipped from the
customer) |
| 3. |
Ship
via (Carrier or Enterprise name) |
| 4. |
Waybill
number (Carrier or Enterprise tracking
number |
| 5. |
Number
of Cartons (Number of cartons being sent on
shipment) |
| 6. |
Customer’s
PO# (Provided, if applicable) |
| 7. |
Repair
order number (RMA# issued by Call Center when order is
placed) |
| 8. |
Site
ID or Project number |
| 9. |
Item
Number |
| 10. |
Quantity
ordered |
| 11. |
Quantity
returned |
| 12. |
Airspan
Part number |
| 13. |
Description
of item |
| 14. |
Serial
number (The serial number for each item in the
shipment) |
| 15. |
Shipment
requested by (Signature of the customer’s
representative) |
Repair
Facility Addresses
RSS’s
equipment should be sent to Solectron Guedalajara and for Base Stations to
Solectron Dumfermline
Attn:
Airspan Hardware Support Representative
62530.000002
MIAMI 273757v1
This
address may be modified from time to time by Airspan.18
