Confidential Treatment has been requested for certain portions of this Agreement
that have been redacted in this Exhibit. These portions are indicated by an
asterisk (*). The omitted portions of this Agreement have been separately filed
with the Securities and Exchange Commission.
Product Purchase Agreement
between
Verizon Services Corp.
and
TII Network Technologies, Inc.
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
1. PARTIES 1
2. TERM 1
3. DEFINITIONS 1
4. SCOPE 3
5. CUSTOMER'S OPTIONS UNDER THE AGREEMENT 3
6. SOFTWARE LICENSE 3
7. PRICE AND TERMS OF PAYMENT 3
8. PURCHASE ORDERS; CANCELLATION OF PURCHASE ORDERS; REVOCATION OF
ACKNOWLEDGEMENT6
9. PAYMENT TERMS, BILLING 7
10. INVENTORY RETURN 7
11. RECORDS AND REPORTS 7
12. BAR CODING 8
13. ELECTRONIC PURCHASING 8
14. PRECEDENCE OF DOCUMENTS 9
15. DELIVERY 9
16. BILL OF SALE 10
17. INSPECTION AND ACCEPTANCE 11
18. PRODUCT WARRANTIES, SERVICES AND SUPPORT 11
19. INFORMATION AND INTELLECTUAL PROPERTY 18
20. CUSTOMER'S PROPERTY AND TOOLING 19
21. COMPLIANCE WITH LAWS 13
22. FORCE MAJEURE 14
23. ASSIGNMENT 15
24. TAXES 21
i
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
25. PLANT AND WORK RULES AND RIGHT OF ACCESS 17
26. INDEMNIFICATION 17
27. INSURANCE 24
28. INFRINGEMENT 25
29. CUSTOMER LIMIT OF LIABILITY 26
30. RELATIONSHIP OF PARTIES 20
31. TERMINATION 21
32. DISPUTE RESOLUTION 22
33. NOTICES 22
34 NO HAZARDOUS PRODUCT OR COMPONENTS 34
35. GOVERNMENT CONTRACT PROVISIONS 23
36. QUALITY 30
37. STANDARDIZATION 30
38. NONWAIVER 24
39. SEVERABILITY 24
40 SECTION HEADINGS 24
41. SURVIVAL OF OBLIGATIONS 24
42. CHOICE OF LAW AND JURISDICTION 25
43. ENTIRE AGREEMENT 25
44. SIGNATURES 25
ii
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
EXHIBITS AND ATTACHMENTS
EXHIBIT A: AFFILIATES VERIZON WEST (PRIOR GTE AFFILIATED COMPANIES)
EXHIBIT B COMPONENTS OF PRODUCT AND SERVICES
ATTACHMENT B-1: DETAILED DESCRIPTION OF PRODUCT AND SERVICES
ATTACHMENT B-2: PRODUCT AND SERVICE PRICES
ATTACHMENT B-3 PRODUCT DELIVERY INTERVAL
EXHIBIT C PURCHASE FOR RESALE - LICENSE WARRANTY AND PRODUCT SUPPORT-
NOT APPLICABLE
EXHIBIT D: PURCHASE FOR INTERNAL USE, WARRANTY AND PRODUCT SUPPORT
ATTACHMENT D-1 WARRANTY PERIOD
ATTACHMENT D-2 PRODUCT REPAIR RATES - NOT APPLICABLE
ATTACHMENT D-3 REPAIR PARTS PRICING - NOT APPLICABLE
ATTACHMENT D-4 SELLER'S WORKING HOUR SCHEDULE AND CONTACT
INFORMATION
ATTACHMENT D-5 ON-SITE ASSISTANCE RATES
ATTACHMENT D-6 TRAINING TERMS AND STANDARDS
ATTACHMENT D-7 TRAINING PRICES
ATTACHMENT D-8 DISCLOSURE OF POTENTIAL DEFECTS
EXHIBIT E: ELECTRONIC PURCHASING
ATTACHMENT E-1 ELECTRONIC DATA INTERCHANGE (EDI)
ATTACHMENT E-2 E-PROCUREMENT ARIBA TRANSACTIONS - NOT APPLICABLE
ATTACHMENT E-3 SELLER CIF REQUIREMENTS - NOT APPLICABLE
ATTACHMENT E-4 SELLER PUNCHOUT REQUIREMENTS - NOT APPLICABLE
EXHIBIT F: PRIMARY SELLER COMPLIANCE WITH MINORITY, WOMAN-OWNED,
DISABLED AND VIETNAMERA VETERAN BUSINESS
ENTERPRISES (MWDVBE) UTILIZATION
iii
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
ATTACHMENT F-1 MWDVBE CONTRACT COMPLIANCE
EXHIBIT G: VERIZON LOGISTICS AND NETWORK SERVICES TRANSPORTATION AND ROUTING
INSTRUCTIONS AND REQUIREMENTS
ATTACHMENT G-1 VERIZON SHIPPING INSTRUCTIONS - VERIZON LOGISTICS AND
VERIZON NETWORK SERVICES
ATTACHMENT G-2 VERIZON TRANSPORTATION ROUTING INSTRUCTION
ATTACHMENT G-3 OCEAN CONTAINER PLANNING AND LOADING PROCEDURE -
NOT APPLICABLE
ATTACHMENT G-4 VERIZON - SUPPLIER ROUTING INSTRUCTIONS
ATTACHMENT G-5 STATE TO STATE GRID
EXHIBIT H: QUALITY STANDARDS, PROCEDURES AND COMPLAINTS
ATACHMENT H-1 QUALITY STANDARDS, PROCEDURES AND COMPLAINTS
ATTACHMENT H-2 TL9000 REQUIREMENTS
EXHIBIT I PERFORMANCE COMPENSATION PAYMENTS - PRODUCT AVAILABILITY
EXHIBIT J - BILLING VERIFICATION & AUTHORIZATION FOR PAYMENT PROCESS (BVAPP) -
NOT APPLICABLE
EXHIBIT K STANDARDIZATION VERIZON
ATTACHMENT K-1 STANDARDIZATION VERIZON EAST
ATTACHMENT K-2 STANDARDIZATION VERIZON WEST
iv
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
PRODUCT PURCHASE AGREEMENT
1. PARTIES
(a) This Product Purchase Agreement (Agreement) is made between TII Network
Technologies, Inc., a Delaware corporation, with offices at 0000 Xxxxx
Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 ("Seller") and Verizon Services Corp.,
("Customer"), a Delaware corporation, with offices at 000 Xxxx 00xx
Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, for the benefit of itself and its
Affiliated Entities defined in this Agreement and listed at EXHIBIT A
hereof entitled "AFFILIATES: VERIZON WEST (PRIOR GTE AFFILIATED
COMPANIES)", which may be changed by Customer upon written notice to
Seller.
(b) An Affiliate that issues an Order hereunder shall also be a Customer
and may enforce the terms and conditions of this Agreement with respect
to any Product or Service purchased by such Affiliate as though it were
a direct signatory to the Agreement.
2. TERM
(a) Effective date and Term. This Agreement shall be effective on April 1,
2005 and shall continue in effect until March 31, 2010 unless earlier
terminated or extended. This Agreement shall be automatically
terminated unless renewed by the mutual written agreement of the
parties prior to the expiration of the term.
(b) Existing Purchase Orders Continue. The termination or expiration of
this Agreement shall not affect the obligations of either party to the
other under existing Purchase orders (POs) issued pursuant to this
Agreement (except to the extent orders are terminated or modified in
accordance with the Section 8 hereof entitled "PURCHASE ORDERS"), but
such POs shall continue in effect as if this Agreement has not been
ended.
3. DEFINITIONS
The terms defined in this Section shall have the meanings set forth
below whenever they appear in this Agreement, unless the context in
which they are used clearly requires a different meaning or a different
definition is described for a particular Section or provision:
(a) "Affiliate" means, at any time, and with respect to any corporation,
person or other entity, any other corporation, person or entity that at
such time, directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such
first corporation, person, or other entity. As used in this definition,
"Control" means (a) the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies
of a corporation, person or other entity, whether through the ownership
of voting securities, or by contract or otherwise, or (b) direct or
indirect ownership in the aggregate of twenty percent (20%) or more of
any class of voting or equity interests in the other corporation,
person or entity. Affiliate shall also include those companies
identified in EXHIBIT A hereof entitled "AFFILIATES VERIZON WEST (PRIOR
GTE AFFILIATED COMPANIES)", which may be changed by Customer upon
written notice.
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
1
Orders for Products or Services under this Agreement may be placed by
any Customer Affiliate. A Customer Affiliate that obtains or uses any
Product or Service shall be entitled to all of the rights and benefits
afforded to Customer under this Agreement and may enforce this
Agreement in its own name.
(b) "Order" means a purchase order, or other written communication and/or
electronic transmission that Customer may deliver to Seller for the
purchase of Product and/or Service.
(c) "Product" means all goods, supplies, materials, parts, components, and
assemblies, and documentation described in ATTACHMENT B-1 hereof
entitled "DETAILED DESCRIPTION OF PRODUCTS AND SERVICES."
(d) "Specifications" shall mean specifications for the Product or Service
as set forth in an Order, as well as Seller's then current published
specifications and user documentation, and Customer's requirements as
set forth in the exhibits hereto or otherwise communicated to Seller,
and applicable industry and government requirements.
4. SCOPE
(a) This Agreement is for the benefit of all U. S. and foreign Affiliates
of Customer. Customer may purchase for its own use, to provide services
to third parties, or for distribution, Seller's Product. Reference to
"Customer" shall include Affiliates.
(b) This Agreement is nonexclusive and shall not be construed to require
Customer to purchase any specific amount of Product from Seller or to
require Customer to sell any, all or a portion of Product it orders, or
restrict the purchase, resale and/or distribution of Product to any
geographic area. This is an "as ordered" agreement.
(c) This Agreement does not by itself order any Product. Customer shall
order Product by submitting an Order and Seller shall fulfill the Order
as specified in Section 8 for (i) Product listed in ATTACHMENT B-2
hereof entitled "PRODUCT AND SERVICES PRICES" at the prices specified
and (ii) other Product or Service for which Seller accepts an Order at
the price as quoted to Customer in writing.
(d) In order to facilitate international purchases of Products, the parties
may find it convenient to enter into separate agreements between Seller
and Customer and/or their respective affiliates authorized to conduct,
or to negotiate for the right to conduct, business in foreign
countries. The parties agree to use their best commercially reasonable
efforts, to assure that the terms and conditions of any such agreements
are consistent with the terms and conditions of this Agreement, subject
to applicable requirements of local law and business practice.
(e) This is not an exclusive dealings agreement.
(f) The Product Delivery Interval is set forth in ATTACHMENT B-3 hereof
entitled "PRODUCT DELIVERY INTERVAL" of EXHIBIT B hereof entitled
"COMPONENTS OF PRODUCT AND SERVICES."
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
2
5. CUSTOMER'S OPTIONS UNDER THE AGREEMENT
(a) Internal Use. If Customer orders Product for internal use, then the
provisions of EXHIBIT D hereof entitled "PURCHASE FOR INTERNAL USE -
WARRANTY AND PRODUCT SUPPORT," shall apply. Internal use includes use
by Customer, its Affiliates, employees, agents and subcontractors, and
use whereby Customer provides services to third parties in the normal
course of its business.
6. SOFTWARE LICENSE - NOT APPLICABLE
7. PRICE AND TERMS OF PAYMENT
7.1 PRICES PRODUCTS AND SERVICES
(a) Prices. Products and Services will be furnished by Seller in accordance
with the prices stated in ATTACHMENT B-2 hereof entitled "PRODUCT AND
SERVICE PRICES." All costs and prices identified include full
compliance with all terms and conditions of this Agreement. Such prices
shall be applicable to Orders issued to Seller by Customer at the
location and by the method agreed to by the parties.
(b) Increase During Term. Seller shall not, during the term of this
Agreement, increase the prices for PRODUCT or SERVICES specified in
ATTACHMENT B-2 hereof entitled "PRODUCT AND SERVICES PRICES."
(c) Reductions. Price reductions may be initiated by Seller at any time.
Any price decrease shall be effective immediately upon announcement by
Seller and shall apply to all Orders that have not been processed by
Customer for payment to Seller. In addition, Customer shall receive
credit or refund, at Customer's option, within thirty (30) days, for
the difference between the price paid by Customer and the reduced price
for all affected Products still in customer's inventory.
(d) Continuous Improvements. Seller and Customer shall identify areas for
Seller's continuous improvement in cost, quality, and service over the
term of this Agreement. Seller shall afford Customer the ability to
realize such improvement including price reductions.
(e) New Technology Replacement. Customer and Seller recognize that Seller
may develop and market new Product ("New Technology") that are designed
to enhance or replace the Product provided for in this Agreement.
Seller agrees to include the New Technology as part of its Product
offerings within the terms provided for in this Agreement, and at a
price for comparable, successor, or substitute features and
functionality, no greater than the pricing, for Product or Purchase
volumes stated within this Agreement, subject to the following:
Seller
1. New Technology shall only be furnished to Customer
pursuant to a written amendment hereto and for former
GTE companies in accordance with section 6 entitled
"Product Changes" of ATTACHMENT K-2 hereof
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
3
entitled STANDARDIZATION - VERIZON WEST", and for
former Bell Atlantic companies in accordance with
section 1 entitled "Changes to Hardware or
Software/Product Change Notices" of ATTACHMENT K-1
hereof entitled "STANDARDIZATION - VERIZON EAST"
including the notice requirements therein, except
that price reductions may be made at any time.
2. New Technology shall be priced at the same or lower
price for comparable, or successor, substitute
features and functionality, as the replaced Product
in accordance with the mutual goal of Continuous
Improvement.
3. In the event New Technology will cause the Seller to
incur greater per-unit costs compared to current
Product but will offer substantially increased
capacity or features which will allow Customer to
reduce its total costs or offer more services such
that Seller believes a price increase is justified,
then:
3(i). Seller shall provide to Customer a written
detailed explanation of such proposed price
increase including a breakdown of the
additional costs incurred by the Seller in
providing such Product and how such
additional features or capacity shall help
reach the goal of Continuous Improvement.
3(ii). Seller shall ensure continued availability
of the current Product during the Term at
the same or lower price as stated in EXHIBIT
B-3 hereof entitled "PRODUCT DELIVERY
INTERVAL" unless otherwise agreed to
pursuant to a written amendment to this
Agreement.
4. All such proposed changes to ATTACHMENT B-3 hereof entitled
"PRODUCT DELIVERY INTERVAL" shall be subject to Customer's
written Agreement evidenced by a written amendment to this
Agreement .
(f) New Technology Additions Seller may propose the addition of New Technology
to ATTACHMENT B-1 hereof entitled "DETAILED DESCRIPTION OF PRODUCT AND
SERVICE" which is not intended to replace or upgrade current PRODUCT("New
Technology Addition"). Seller shall provide a detailed written explanation
of how such New Technology Addition will meet the joint goal of Continuous
Improvement. All proposed New Technology Additions shall only be furnished
to Customer pursuant to a written Amendment to this Agreement or pursuant
to a separate written agreement between the parties.
7.2 FIRM PRICE QUOTE - NOT APPLICABLE
7.3 MOST FAVORED CUSTOMER
(a) Seller represents that all of the prices, warranties, benefits, terms
and conditions granted to Customer by Seller hereunder will be as
favorable as the prices, warranties, benefits,
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
4
terms and conditions granted to Seller's other commercial customers
under like or similar circumstances.
(b) If at any time during the term of this Agreement, Seller shall offer
more favorable prices, warranties, benefits, terms, or conditions for
substantially the same or similar Product or Services as those provided
hereunder, then:
1. Seller shall, within thirty (30) days after the effective
date of such offering, notify Customer of such fact in
accordance with Section 33 hereof, entitled "NOTICES", and
offer Customer the more favorable offering and negotiate any
additional differentiating factors; and
2. This Agreement and all applicable Orders shall be deemed to
be automatically amended, effective retroactively to the
effective date of the more favorable offering, and Seller
shall provide the same prices, warranties, benefits, terms and
conditions to Customer; and
3. Customer shall have the right to decline to accept the
offering, in which event such automatic amendment shall be
deemed to be void.
(c) Seller's compliance with this clause shall be subject, at Customer's
option, to independent verification in accordance with the Section 11
hereof, entitled "RECORDS AND REPORT."
7.4 DISTINGUISH PAYMENT AND ACCEPTANCE.
Payment by Customer of such invoices does not mean or imply that the
Product has been accepted and does not impair or limit in any way
Customer's full rights and remedies which shall be and remain as set
forth hereof.
7.5 INVOICES FOR FIRM PRICE QUOTES - NOT APPLICABLE
7.6 CRITICAL MILESTONES
Seller agrees to the schedule attached hereto as EXHIBIT B hereof with
ATTACHMENTS B-1 hereof entitled "DETAILED DESCRIPTION OF PRODUCT AND
SERVICES", B-2 hereof entitled "PRODUCT AND SERVICE PRICES", and B-3
hereof entitled "PRODUCT DELIVERY INTERVAL", which set forth certain
"Critical Performance Milestones" which must occur as part of the
Project and the dates by which Seller has represented that each of the
products will be available to Buyer (the "Critical Performance Dates").
In the event Seller fails to meet a Critical Performance Date, Seller
shall be considered in breach of contract and shall be liable to
compensate Customer in accordance with EXHIBIT I hereof entitled
"PERFORMANCE COMPENSATION PAYMENTS."
7.7 FEATURE AVAILABILITY
(a) Seller shall make any new features and innovations in architecture or
functionality in the PRODUCT, available to Customer during the term of
this Agreement.
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
5
8. PURCHASE ORDERS; CANCELLATION OF PURCHASE ORDERS, REVOCATION OF
ACKNOWLEDGEMENT
(a) An Order may be mailed, sent by facsimile transmission or electronic
data interchange (EDI). Prior to initiating an EDI transaction, the
parties will execute an EDI Trading Agreement which will set forth the
terms and conditions of EDI transactions (attached as ATTACHMENT E-1
hereof entitled "ELECTRONIC DATA INTERCHANGE (EDI)").
(b) Seller shall be obligated to acknowledge Orders within ten (10) days of
receipt, without conditioning such acknowledgement on the acceptance by
Customer of any terms inconsistent with or in addition to those set
forth in this Agreement. Upon acknowledgement, the Order and related
acknowledgement shall constitute a binding contract for the purchase
and sale of the applicable Product governed by the provisions of this
Agreement, as such provisions may be modified as provided herein.
(c) Seller may enforce each Order only against the Affiliate that has
submitted the Order. Default by an Affiliate shall not affect any other
Affiliate party to this Agreement.
(d) If an Affiliate shall be in material breach or default of this
Agreement, including, but not limited to, timely payment for Product
purchased and such breach shall continue for a period of thirty (30)
days after receipt of Seller's written notice, then, in addition to all
other rights and remedies of law or equity or otherwise, Seller shall
have the right to suspend delivery of Product on outstanding Orders or
revoke existing acknowledgements only with respect to such Affiliate.
(e) If Seller shall be in material breach or default of this Agreement, and
such breach shall continue for a period of thirty (30) days after
Seller's receipt of Customer's written notice thereof, then, in
addition to all other rights and remedies of law or equity or
otherwise, Customer shall have the right to immediately cancel all
applicable Orders without any obligation or liability to Seller for
said cancellation. However, if Seller fails to tender delivery of
Product on the respective date agreed upon or as set forth in Seller's
acknowledgement, then Customer shall have the right to immediately
cancel all applicable Orders without further obligation or liability to
Seller for said cancellation with the exception of Seller's inventories
of Product which are private labeled for Customer and not saleable
elsewhere, or any obligation to provide Seller a time period to cure
said breach.
(f) Unless specified otherwise in an Exhibit or Attachment to this
Agreement, Customer may reschedule Orders for convenience, in whole or
in part, without obligation or liability, by providing written notice
to Seller at least ten (10) days before scheduled ship date of Product
or date Service is to be rendered.
(g) Existing Purchase Orders Continue. The termination or expiration of
this Agreement shall not affect the obligations of either party to the
other under existing Purchase Orders (POs) issued pursuant to this
Agreement (except to the extent orders are terminated or modified in
accordance with the Section entitled "PURCHASE ORDERS"), but such POs
shall continue in effect as if this Agreement had not been ended.
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
6
(h) Change Order. Customer may, by issuing a written document labeled as a
"Change Order", make changes to a PO. If any change required by a
Change Order alters the value of the Products ordered, Seller shall
promptly notify Customer and Seller shall adjust the price accordingly.
If the amount of the price adjustment is not specified in this
Agreement, then the amount of any change in price caused by the
adjustment may be no greater than Seller's reasonable documentable
increased costs and expenses. Seller shall notify Customer within three
(3) business days of Seller's receipt of a Change Order if the Change
Order will cause an increase in price. Customer may, at its discretion,
agree to the changed price or withdraw the underlying Change Order.
9. PAYMENT TERMS, BILLING
(a) Payment Due Date. Payment for Product shall be due 30 days from date of
receipt of goods, or receipt of an undisputed invoice, whichever occurs
later, unless payment terms more favorable to Customer are stated on
Seller's invoice and Customer elects to pay on such terms. However,
payment shall not indicate acceptance of any Product .
(b) Disputed Invoices, Right of Set Off. If Customer disputes all or any
portion of an invoice, it shall be required to pay only the amount not
in dispute. Customer shall be entitled to set off any amount Seller
owes it against amounts payable under this or any other Agreement.
Payment by Customer shall not result in waiver of any of its rights
under this Agreement. Customer shall not be obligated to pay Seller for
Services that are not fully and properly invoiced.
(c) Invoices For Charges Specified in an Order. Seller shall not issue and
invoice for Product prior to shipment of such Product. Invoices for
charges specified in an Order shall be submitted by Seller to the
address specified in the Order. Invoices shall include, but not be
limited to, (i) Order number; (ii) Order line number; (iii) Product
identification number; (iv) ship to address; (v) quantity shipped and
billed; (vi) net unit cost; and (vii) net invoice amount.
10. INVENTORY RETURN - NOT APPLICABLE
As Product is private labeled for Customer, and therefore not saleable
to others, this section is not applicable.
11. RECORDS AND REPORTS
(a) Complete Records. Seller shall maintain complete and accurate records
of all invoices, all amounts billable to and payments made by Customer,
in accordance with generally accepted accounting practices. Seller
shall retain and make available upon request such records for a period
of six (6) years from the date of final shipment of Product or
rendering of services covered by this Agreement.
(b) Monthly Purchase Report. When requested by Customer, Seller shall, for
all Orders placed directly with Seller, provide Customer a monthly
purchase report by ordering location, listing Product and Service
purchased under this Agreement, including description, part number,
quantities shipped, and associated list and net prices.
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
7
(c) Seller agrees to provide reasonable supporting documentation concerning
any disputed amount(s) within twenty (20) days after Customer or its
Affiliates provides written notification of the dispute to the Seller.
(d) Customer and Seller shall mutually agree upon the independent auditor
who, at Customer's option, shall audit Seller's records of Seller's
transactions with its other commercial customers (provided the identity
of such other commercial customers shall not be disclosed to Customer)
for verification of comparable pricing and other commercial elements in
accordance with Section 7.3 hereof entitled "MOST FAVORED CUSTOMER" and
Seller's compliance with all other provisions of this Agreement. Seller
shall be responsible for all audit/verification expenses should the
audit reveal or determine that there is a deficiency or violation of
Section 8 hereof entitled "PURCHASE ORDERS; CANCELLATION OF PURCHASE
ORDERS; REVOCATION OF ACKNOWLEDGEMENT". At Customer's request, the
independent auditor shall have access to the Seller's records, for
purposes of audit during normal business hours during the term of this
agreement and during the respective periods in which Seller is required
to maintain such records. The accuracy of Xxxxxx's billing shall be
determined from the results of such audits.
(e) Minority, Woman owned, Disabled and Vietnam Era Veteran Business
Enterprises (MWDVBE) Utilization. With respect to the Seller's
Compliance (as the Primary Seller) with Minority, Woman-owned, Disabled
and Vietnam era Veteran Business Enterprises (MWDVBE) Utilization,
Seller must submit the Prime Seller Quarterly Reports as described on
the website and submit them via the website at
xxxx://xxx.xxxxxxx.xxx/xxxxxxxxx/Xxxxxxx to Customer on a quarterly
basis thirty (30) business days following the end of each quarter. In
addition, Seller (as the Primary Seller) agrees to provide
opportunities for MWDVBE in accordance with ATTACHMENT F-1 hereof
entitled "PRIMARY SELLER CONTRACT COMPLIANCE", of EXHIBIT F hereof
entitled "PRIMARY SELLER COMPLIANCE WITH MINORITY, WOMAN-OWNED,
DISABLED AND VIETNAM ERA VETERAN BUSINESS ENTERPRISES (MWDVBE)
UTILIZATION" and before executing this Agreement, at the Request for
Proposal (RFP) Stage shall answer the questions set forth in the
document entitled "MWDVBE RFP QUESTIONNAIRE."
12. BAR CODING
Seller agrees to comply with the standards for Bar Coding as specified
in ATTACHMENT G-1 hereof entitled "VERIZON LOGISTICS SHIPPING
INSTRUCTIONS", Section 6 entitled "PACKAGE LABELING INSTRUCTION.
13. ELECTRONIC PURCHASING
(a) Electronic Data Interchange. Seller agrees to participate with customer
in the development of an electronic data interchange (EDI) for the
communication of purchase orders, acknowledgements, subsequent
invoicing or other data that may be communicated between customer and
seller. Seller further agrees to the terms and conditions as set forth
in ATTACHMENT E-1 hereof entitled "ELECTRONIC DATA INTERCHANGE (EDI),
of EXHIBIT E hereof entitled "ELECTRONIC PURCHASING", for the
transmission of such electronically communicated data.
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
8
14. PRECEDENCE OF DOCUMENTS
(a) All quotations, purchase orders, acknowledgements, and invoices issued
pursuant to this Agreement shall be subject to the provisions contained
in this Agreement. The terms and conditions of this Agreement will
control over any conflicting or inconsistent terms contained in any
quotation, purchase order, acknowledgement or invoice. Unless Seller's
rejection is forwarded to Customer within ten (10) days of receipt of
the purchase order, the following provisions, as they relate to the
Product ordered pursuant to a particular purchase order, can be changed
by language contained in that purchase order: (i) the quantity, (ii)
shipping instructions, or (iii) delivery date.
(b) Except for the changes enumerated in Section 14 (a) (i-iii) above, no
modification to this Agreement or additional terms contained in any
quotation, purchase order, acknowledgement, or invoice shall be valid
without the prior written approval of the authorized representatives of
the parties.
15. DELIVERY
(a) Title to a Product sold pursuant to this Agreement shall pass at the
F.O.B. point by Seller as described in Section 15(b). Any loss or
damage to a Product prior to the passing of title shall be for the
account and risk of Seller and after the passing of title shall be for
the account and risk of Customer.
(b) Shipments of Product may be made FOB Origin, freight collect ("OC").
When Customer requests Seller to arrange the transportation of the
Product, Seller shall ship Product freight collect in accordance with
the Shipping and Carrier Routing Instruction, EXHIBIT G-2 hereof
entitled " VERIZON TRANSPORTATION ROUTING INSTRUCTION ", (which
Customer may revise and provide to Seller), unless otherwise specified
on Customer's Order.
(c) Failure of Seller to ship Product in accordance with Customer's freight
routing instructions may result in charge-backs to Seller for excess
freight charges.
(d) Unless instructed otherwise by Customer, Seller shall, for Orders
placed, (i) see that all subordinate documents bear Customer's Order
number; (ii) enclose a packing list with each shipment and when more
than one package is shipped, identify the one containing the packing
list; (iii) mark Customer's Order number on packages as required and
all shipping papers; (iv) render invoices showing Customer's Order
number; (v) render separate invoices for each shipment or Order; (vi)
invoice Customer by mailing or otherwise transmitting invoices, bills,
and notices to the billing address on the Order; and (vii) make
available a bill of lading upon request. If requested by Xxxxxxxx,
Seller will forward shipping notices with invoices.
(e) Standard delivery intervals for Product shall be specified in EXHIBIT
B-3 hereof entitled "PRODUCT DELIVERY INTERVAL," and may be amended
only by a written document signed by both parties. Standard delivery
intervals begin from the date of Seller's receipt of Customer's Order.
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
9
(f) Seller shall ship Product to Customer within (i) the delivery intervals
specified in EXHIBIT B-3 hereof entitled "PRODUCT DELIVERY INTERVAL ,"
(which do not include in-transit interval), or (ii) as otherwise
provided by Seller to Customer in a purchase order acknowledgement or
other written means (provided that such time period is not longer than
the time period specified in EXHIBIT B-3 hereof entitled " PRODUCT
DELIVERY INTERVAL," without Customer's written request or agreement).
If Seller fails to meet a delivery date, Customer may require an
expedited delivery, with any additional costs to be borne by Seller, or
Customer may cancel all or part of the Order in accordance with Section
8 hereof entitled "PURCHASE ORDERS; CANCELLATION OF PURCHASE ORDERS;
REVOCATION OF ACKNOWLEDGMENT." If Product is delivered ahead of the
delivery date, Customer may withhold payment for Product until after
the specified delivery date or place Product in storage, at Seller's
expense, until the specified delivery date.
In no event will Customer be liable for Premium shipping modes unless
previously authorized. Shipping and routing instructions may be
altered, orally or in writing, as mutually agreed upon by Xxxxxx and
Customer. If requested by Xxxxxxxx, Xxxxxx agrees to substantiate such
charges by providing Customer with the original freight bill or a copy
thereof.
(g) Product shall be packaged for shipment, at no additional charge, in
commercially suitable containers, consistent with all applicable laws,
that provide protection against damage during the shipment, handling
and storage of the Product in reasonably dry, unheated quarters.
(h) Stock Provision: Seller shall maintain on its premises, stocks as
agreed to. Should Customer's abnormal demand deplete Seller's safety
stocks, Seller shall be given an adequate period of time, not to exceed
90 days, to replenish said stock. During the last quarter of this
Agreement term, Seller will be required to discontinue production and
deplete the inventory down to zero unless specifically authorized
otherwise in writing by Customer. Customer's liability will be limited
to the quantities of Product inventory.
(i) Forecast and Abnormal Demand: Customer shall upon request by Seller
make a reasonable effort to share with Seller its forecasted
requirements and Customer's inventories for the Products to be provided
under this Agreement. In the case of Abnormal Demand, which shall be
defined as an unforecasted requirement or any other unforeseen event,
the Seller's set delivery interval may be altered as mutually agreed by
both parties. It is understood that the Seller shall use its best
efforts to provide the Products in an expeditious manner as outlined in
section 22 (c) entitled Extraordinary Support. Customer shall not be
liable or obligated to Seller as a result of a failure to purchase its
forecasted requirements.
16. BILL OF SALE
Seller shall, upon request and after payment by Customer, execute and
deliver to Customer a bill of sale or similar document evidencing
conveyance of Product, free and clear of all liens, security interests
and encumbrances.
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
10
17. INSPECTION AND ACCEPTANCE
(a) All product shall be subject to inspection by Customer after delivery
to determine conformity with Customer's order and seller's advertised
or published specifications. Unless otherwise mutually agreed, Customer
shall have a period of ninety (90) days following arrival of product at
the delivery destination specified by Customer within which to inspect
the product for conformity with Customer's order and seller's
advertised and published specifications and to provide Seller with
written notice of any discrepancy or rejection. If the product is to be
installed by Customer, Customer shall have the longer of thirty (30)
days following such installation or following completion of any Seller
independent testing period within which to complete such inspection,
provided that installation shall occur not more than thirty (30) days
from delivery. Following notification by Customer, if Seller is unable
to or replace product that does not conform, in whole or in part,
within twenty (20) business days or such lesser time as is determined
by customer to be reasonable, then Customer may return product to
Seller, at Seller's risk and expense, and receive a refund of all
amounts paid with respect to the returned product. For such product
returns, Customer shall notify seller and arrange for the return of
product .
Inspection or failure to inspect on any occasion shall not affect
Customer's rights under the "WARRANTY" provisions of this Agreement or
any other rights or remedies available to Customer, under this
Agreement.
(b) Customer's right to inspect and test does not relieve Seller from its
testing, inspection and quality control obligations. Time used by
Seller to correct nonconformities as described in (a) and for Customer
or Seller to retest nonconforming Products shall extend Customer's
allowable time for inspection and acceptance or rejection.
18. PRODUCT WARRANTIES, SERVICES AND SUPPORT
(a) Seller shall provide warranties and Product, Services and Support as
set forth in EXHIBIT D hereof entitled "PURCHASE FOR INTERNAL USE -,
WARRANTY AND PRODUCT SUPPORT."
(b) Seller warrants that it will disclose all potential or actual product
defects in accordance with ATTACHMENT D-8 hereof entitled "DISCLOSURE
OF POTENTIAL DEFECTS."
19. INFORMATION AND INTELLECTUAL PROPERTY.
(a) Information Defined. The term "Information" includes: programs and
related documentation; specifications, drawings, models, technical and
business data and plans; works of authorship and other creative works;
and ideas, knowledge and know-how. Information may be transmitted in
writing (or other tangible form) or orally.
(b) No Seller Confidential Information. No Information Seller provides to
Customer (even if labeled or otherwise designated as proprietary or
confidential) shall be considered by Customer to be confidential or
proprietary.
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
11
(c) Customer Information. Information that Customer furnishes to Seller or
that Seller otherwise comes into contact with under this Agreement will
remain Customer's property. Seller will return such Information to
Customer upon termination of the Agreement or at Customer's earlier
request. Unless such Information was previously known to Seller free of
any obligation to keep it confidential or is made public by Customer or
a third party without breach of any agreement, Seller will keep the
Information confidential and use it only in performing this Agreement.
In addition, except with Customer's separate, advance written consent,
in no event shall Seller (i) store Customer Information regarding
Customer's systems, infrastructure or customers outside of the United
States, (ii) make Customer Information regarding Customer's systems,
infrastructure or customers available to persons located outside of the
United States, (iii) access any Customer systems from outside of the
United States, or (iv) make access to any Customer systems available to
any person who is then located outside of the United States.
(d) Work Product. The entire right, title and interest in all edits,
original inventions and works of authorship created by Xxxxxx, or on
Seller's behalf, specifically for Customer hereunder, or using
Customer's proprietary Information, shall be transferred to and vested
in Customer. All such works shall be considered to be made for hire.
Seller agrees to provide documentation and to sign all documents
prepared or supplied by Customer which Customer believes are necessary
to ensure the conveyance of all such right, title and interest,
including patent, trademark and copyright, to Customer. It is
understood and agreed that Seller shall retain ownership of all
pre-existing Seller's intellectual property, even if included in the
Product, and all other intellectual property not created for Customer.
(e) No Seller Licenses. Customer does not grant Seller any license, express
or implied, under any patent, copyright, trademark, trade secret or
otherwise, except for the sole purposes of Seller's performance of this
Agreement.
(f) Publicity And Disclosure
1. Seller shall not provide copies of this Agreement, or
otherwise disclose the terms of this Agreement, to any third
party without the prior written consent of Customer; provided,
however, that Seller may, without obtaining Customer's
consent, provide copies or make disclosures to prospective
Customers of the business of Seller or of any Affiliate; or
for the purpose of obtaining third party financing; and any
regulatory or judicial body requesting such information.
2. Customer will not approve issuance of a press release to
announce this or other agreements in which the Seller is
providing products or services to Customer, other than in
exceptional situations where Customer determines that a
release would significantly benefit Customer. The Seller shall
not, without Customer's prior written approval, release any
advertising, sales promotion, press releases and other
publicity matters relating to the Product furnished or the
Service performed pursuant to this Agreement, when Customer's
respective name or mark is mentioned or language from which
the connection of said name or mark
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CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
12
may be inferred or implied. Customer may withhold approval in
its sole discretion.
20. CUSTOMER'S PROPERTY AND TOOLING
(a) Customer Ownership. Title to and the right to immediate possession of
any property, including patterns, tools, molds, jigs, dies, information
provided in tangible form or made for Seller's performance under this
Agreement, and any other equipment or material, furnished to Seller or
paid for by Customer shall vest in Customer. Seller may not furnish any
articles made therefrom to any other party without the prior written
consent of Customer. Seller shall keep adequate records of such
property and Seller will safely store, protect, preserve, repair and
maintain such property at Seller's expense.
(b) Customer Disclaimer of Warranties. If Customer allows Seller to use any
of Customer's tools or equipment, such tools and equipment are supplied
to Seller "AS-IS" with no warranties whatsoever. CUSTOMER EXPRESSLY
DISCLAIMS ALL WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. It is Seller's responsibility to
inspect the tools and equipment to assure that they are safe and fit
for their intended purposes. Seller shall indemnify and hold Customer,
as well as any Customer Affiliate, harmless against any claims, demands
and liabilities that result from Seller's use of such tools and
equipment, including, but not limited to, any claims, demands and
liabilities resulting from defects or other failures of the tools and
equipment, the inadequacy of a tool or equipment for a particular task
or the failure to properly use any tool or equipment.
21. COMPLIANCE WITH LAWS
(a) Seller shall comply with the provisions of all applicable federal,
state, county and local laws, ordinances, regulations and codes
(including procurement of required permits or certificates) in
manufacturing, assembling, selling and providing Product and in
performing its other obligations under this Agreement, including, but
not limited to, the standards promulgated under the Occupational Safety
and Health Act, Executive Order 11246, as amended, Section 503 of the
Vocational Rehabilitation Act of 1973, as amended, the Vietnam Era
Veterans Readjustment Assistance Act of 1974, the Immigration Reform
and Control Act of 1986, the Civil Rights Acts of 1964 and 1991, the
Americans with Disabilities Act, the Age Discrimination in Employment
Act, and all rules and regulations relative to these Acts and other
applicable equal employment opportunity laws, rules and regulations,
which are expressly incorporated herein by reference. Irrespective of
whether a specification is furnished, if Product or containers
furnished are required to be constructed, packaged, labeled, or
registered in a prescribed manner, Seller shall comply with applicable
federal, state or local laws. Seller shall indemnify Customer against
all claims, loss or damage sustained because of its noncompliance.
(b) If any persons furnished under the Agreement by Seller have a
disability as defined in the Americans with Disabilities Act, 42
U.S.C.A. 12101 et seq. (the ADA), Seller shall, where required by Title
I of the ADA and at its sole expense, provide "reasonable
accommodations" that may be required under Title I of the ADA
including, but not limited
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CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
13
to, "auxiliary aids and services" to make aural, visual materials or
interpreters available to individuals furnished by Seller with
impairments so that such individuals are able to perform the essential
functions of the job they are contracted to perform. Seller further
agrees to indemnify and defend Customer for any losses, fines,
reasonable attorney fees, or other penalties that may be incurred or
assessed upon Customer due to Seller's failure to comply with the
provisions of the Title I of the ADA with respect to the persons
furnished by Seller.
(c) Product furnished shall comply, to the extent applicable, with the
requirements of the Federal Communications Commission's Rules and
Regulations, as may be amended, including those sections concerning the
labeling of such Product and the suppression of radiation to specified
levels. If the Product generates interference harmful to radio
communications, and such Product was installed in accordance with such
Rules and Regulations, then Seller shall provide to Customer methods
for suppressing the interference. If the interference cannot be
reasonably suppressed, Seller shall accept return of the Product,
refund to Customer the price paid for the Product and bear all expenses
for removal and shipment of such Product. Nothing herein shall be
deemed to diminish or otherwise limit Seller's obligations under the
"WARRANTY" provisions of this Agreement herein or any other rights or
remedies available to Customer, whether at law or in equity.
(d) When Product furnished under this Agreement is subject to registration
under Part 68 of the Federal Communications Commission's Rules and
Regulations as they may be amended from time to time ("Part 68"),
Seller warrants that such Product furnished under this Agreement is
registered under and complies with Part 68 including, but not limited
to, all labeling and customer instruction requirements unless such
Product is furnished as part of a technical field trial or unless the
Product is provided for services not covered or exempt under Part 68.
Seller agrees to defend and hold Customer harmless from any liability,
claim or demand (including the costs, expenses and reasonable
attorney's fees on account thereof) that may arise out of Seller's
non-compliance with Part 68. Customer agrees to promptly notify Seller
of any liability, claim or demand against Customer for which Xxxxxx is
responsible under this clause and gives Seller full opportunity and
authority to assume the defense, including appeals, and to settle such
liability, claims and demands, provided that if Customer reasonably
believes that Seller is not adequately handling such defense or
settlement, Customer reserves the right to assume the defense or
settlement.
22. FORCE MAJEURE
(a) Force Majeure. Neither party shall be responsible for any delay or
failure in performance of any part of this Agreement to the extent that
such delay or failure is caused by fire, flood, explosion, war,
embargo, government requirement, civil or military authority, acts of
God, terrorism, strikes, slowdowns, picketing, boycotts, or any other
circumstances beyond its reasonable control and not involving any fault
or negligence of the party affected (Condition). If any such Condition
occurs, the party delayed or unable to perform ("delayed party") shall
give written notice to the other party Within five (5) business days.
If such Condition remains at the end of thirty (30) days, the party
affected by the other's delay or inability to perform ("affected
party") may elect to (i) terminate such purchase order or part thereof,
or (ii) suspend such purchase order for
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
14
the duration of the Condition, and if Customer is the suspending party,
buy elsewhere comparable material to that to be sold under such
purchase order, and apply to any commitment the purchase price of such
purchase, and require the delayed party to resume performance of such
purchase order once the Condition ceases, with an option in the
affected party to extend the period of this Agreement up to the length
of time the Condition endured.
(b) Notices. Unless written notice is otherwise given to the delayed party
by the affected party within sixty (60) days after the affected party
is notified of the Condition, (a)(ii) above shall be deemed selected.
(c) Extraordinary Support.
(1) In addition to the provisions for replacement of Product set
forth in EXHIBIT D hereof entitled "PURCHASE FOR INTERNAL USE,
WARRANTY AND PRODUCT SUPPORT" Seller agrees, in any event, if
any natural or other disaster or emergency causes an out of
service condition, Seller shall use extraordinary effort to
locate or provide (i.e. procure or manufacture) and ship to
Customer replacement Product within forty-eight (48) hours of
verbal notification by Customer within the limits of available
transportation.
(2) Such emergency support shall be available twenty four (24)
hours a day, seven (7) days a week during the term of this
Agreement and for a period of ten (10) years after the
expiration of this Agreement or survival of the technology,
whichever is greater.
(3) Charges for replacement Product shall be at the prices
contained in ATTACHMENT B-2 hereof entitled "PRODUCT AND
SERVICES PRICES", for the term of this Agreement.
(4) Extraordinary Support: Seller agrees to the extent possible to
provide extraordinary support (materials, manpower, etc.)
within Seller's resource and manpower limitations to furnish
abnormal demand for Products under this Agreement at the
prices listed herein, plus any additional extraordinary
support costs incurred to assist Customer in restoring service
which has been disrupted because of catastrophic conditions
(fire, flood, etc.) Extraordinary support shall be defined as
that level of effort required (i.e., including overtime) to
provide Products in a time frame that is mutually agreeable.
23. ASSIGNMENT
(a) No Seller Assignment. Seller may not assign any right or interest under
this Agreement or a PO issued pursuant to this Agreement (excepting
moneys due or to become due) or delegate any work or other obligation
owed by Seller under this Agreement without first obtaining the written
permission of Customer, which Customer may refuse in its sole
discretion. Any attempted assignment or delegation in contravention of
this section shall be void and ineffective. Any assignment of money
shall be void and ineffective to the extent that: (1) Seller fails to
provide Customer at least thirty (30) days prior written notice of such
assignment; or (2) such
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
15
assignment attempts to impose upon Customer obligations to the assignee
in addition to the payment of such monies, or preclude Customer from
dealing solely and directly with Seller in all matters pertaining to
the Agreement including, but not limited to, the negotiation of
amendments or the settlement of charges due.
(b) Customer Assignment. Customer may freely assign all or part of this
Agreement.
24. TAXES
(a) The Seller and Customer acknowledge and agree that it is their mutual
objective and intent to legally minimize, to the extent feasible, the
aggregate Federal, state or local tax with respect to the products or
related services being purchased under this Agreement.
(b) With respect to any purchase products or services under this Agreement,
if any Federal, state or local tax excluding any tax levied on property
or income (a "Tax") is required by applicable law to be collected from
Customer by Seller, then (i) Seller will bill, as a separately stated
item, Customer for such Tax, (ii) Customer will timely remit such Tax
to Seller, and (iii) Seller will timely remit such collected Tax to the
applicable taxing authority.
(c) If either Party is audited by a taxing authority or other governmental
entity the other Party agrees to reasonably cooperate with the Party
being audited in order to respond to any audit inquiries in a proper
and timely manner so that the audit and/or any resulting controversy
may be resolved expeditiously.
(d) If applicable law places the responsibility on Seller to collect a Tax
from Customer and Seller fails to do so, Customer will not be
responsible for any interest or penalties associated with Seller's
failure to collect such Tax. Furthermore, Seller shall not bill a Tax
to Customer on products or services under this Agreement which are, by
law, not taxable.
(e) If an exemption procedure is available, such as a resale exemption
certificate, and Customer complies with such procedure, then Seller
will not bill or collect such Tax during the effective period of the
exemption.
(f) Customer's Purchase Order may provide Seller additional tax instruction
as allowed by law including, but not limited to, Customer's self
accrual and payment of taxes, temporary storage, research and
development and/or other special jurisdictional exemptions.
(g) Seller will be responsible for personal property or ad valorem taxes on
property owned by Seller and Customer will be responsible for such
taxes on property owned by Customer. Each Party is responsible for
properly reporting owned property and neither Party will be responsible
for either reporting or paying personal property or ad valorem taxes
owed by the other Party.
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
16
25. PLANT AND WORK RULES AND RIGHT OF ACCESS
(a) The respective agents and employees of the parties, while on the
premises of the other, shall comply with all plant rules, regulations
and company standards for security, including (when required by U. S.
government regulations) submission of satisfactory clearance from U. S.
Department of Defense and other federal authorities concerned.
(b) Each party shall permit reasonable access during normal working hours
to its facilities in connection with the work. Reasonable prior notice
shall be given when access is required.
(c) If Seller is given access, whether on-site or through remote
facilities, to any Customer computer or electronic data storage system
in order for Seller to accomplish the work called for in this
Agreement, Seller shall limit such access and use solely to perform
work within the scope of this Agreement and shall not access or attempt
to access any computer system, electronic file, software or other
electronic services other than those specifically required to
accomplish the work required under this Agreement. Seller shall limit
such access to those of its employees who are qualified and required,
subject to Customer requiring written authorization, to have such
access in connection with this Agreement, and shall strictly follow all
Customer's security rules and procedures for use of Customer's
electronic resources. All user identification numbers and passwords
disclosed to Seller and any information obtained by Seller as a result
of Seller's access to and use of Customer's computer and electronic
data storage systems shall be deemed to be, and shall be treated as,
Customer Confidential Information under applicable provisions of this
Agreement. Xxxxxx agrees to cooperate with Customer in the
investigation of any apparent unauthorized access by Seller to
Customer's computer or electronic data storage systems or unauthorized
release of Confidential Information by Seller.
(d) Seller is responsible for ensuring that all of Seller's employees,
agents, subcontractors or other persons furnished by Seller: (1) comply
with all plant rules, regulations, and security procedures; and (2)
work in harmony with all others working on the property of Customer and
its Affiliates. If Seller installs any products on the premises of
Customer or its Affiliate, Seller shall be responsible for promptly
removing all packaging materials and debris. Seller may not bring any
toxic or hazardous materials onto any premises of Customer or its
Affiliate without the permission of Customer, and Seller shall be
responsible for removing any such toxic or hazardous materials in
accordance with all relevant laws, section 34 entitled "NO HAZARDOUS
PRODUCTS AND COMPONENTS" and any additional requirements of Customer.
26. INDEMNIFICATION
(a) Indemnification. Seller shall defend, indemnify and hold harmless
Customer, its parents, subsidiaries and affiliates, and its and their
respective directors, officers, partners, employees, agents, successors
and assigns ("indemnified parties") from any claims, demands, lawsuits,
damages, liabilities, judgments and settlements of every kind
("claims") that may be made: (a) by anyone for injuries (including
death) to persons or damage to property, including theft, resulting in
whole or in part from the acts or
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Xxxxxxx's written permission.
17
omissions of seller or those persons furnished by seller, including its
subcontractors (if any); (b) by persons furnished by Seller and its
subcontractors (if any) under worker's compensation or similar acts,
(c) by anyone in connection with or based upon products, services,
information or work provided by seller and its subcontractors (if any)
or contemplated by this agreement, including claims regarding the
adequacy of any disclosures, instructions or warnings related to any
such products or services; and (d) under any federal securities laws or
under any other statute, at common law or otherwise arising out of or
in connection with the performance by seller contemplated by this
agreement or any information obtained in connection with such
performance. The foregoing indemnification shall apply whether Seller
or an indemnified party defends such claim and whether the claim arises
or is alleged to arise out of the sole acts or omissions of the Seller
(and/or any subcontractor of Seller) or out of the concurrent acts or
omissions of Seller (and/or any subcontractor of Seller) and any
indemnified parties. Seller further agrees to bind its subcontractors
(if any) to similarly indemnify, hold harmless and defend the
indemnified parties.
(b) No Limitations. The obligations of this provision are in addition to
Seller's obligation to provide insurance (pursuant to section 27
entitled "INSURANCE"), and shall not be limited by any limitation on
the amount or type of damages, compensation or benefits payable by
Seller under the Worker's Compensation Acts, Longshoremen and
Harborworker's Act, Disability Benefits Act or any other employee
benefit act.
(c) Notices. Customer will provide Seller with written notice of any
written claim covered by this indemnification and will cooperate with
seller in connection with Xxxxxx's evaluation of such claim. Seller
shall defend any indemnified party, at the indemnified party's request,
against any claim. Promptly after receipt of such request, Xxxxxx shall
assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party. Seller shall not settle or compromise any
such claim or consent to the entry of any judgment without the prior
written consent of each indemnified party and without an unconditional
release of all claims by each claimant or plaintiff in favor of each
indemnified party.
27. INSURANCE
(a) Limit Requirements. Seller shall secure and maintain at its expense
during the term of this Agreement (i) Commercial General Liability
Insurance (including, but not limited to, premises-operations, broad
form property damage, products/completed operations, contractual
liability, independent contractors, personal injury) with limits of at
least $2,000,000. combined single limit for each occurrence. (Limits
may be satisfied with primary and/or excess coverage.) (ii) Commercial
Automobile Liability with limits of at least $2,000,000. combined
single limit for each occurrence. (Limit may be reduced to $1,000,000
if contract does not require Seller to use vehicles to deliver products
or perform services.) (iii) Workers' Compensation insurance as required
by Statute, and Employer's Liability insurance with limits of not less
than $1,000,000 per occurrence.
(b) Additional Requirements. The insurer must be licensed to do business in
the state in which the work is performed and must have Bests Rating
"AX" or better. Seller shall deliver a certificate of insurance on
which VERIZON Communications Inc., its
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Xxxxxxx's written permission.
18
subsidiaries and affiliates and named company Verizon Services Corp.,
are included as additional insureds with reference to (i) above.
Certificates of insurance must be provided prior to any work being
performed and must be kept in force during the term of this Agreement.
It is also agreed that Xxxxxx's policy is primary.
(c) No Subrogation. Seller shall waive its rights of subrogation against
Customer for Workers' Compensation claims. Seller shall, prior to
rendering such services, furnish to the address specified in Notices
provision of this Agreement, certificates or evidence of the foregoing
insurance indicating the amount and nature of such coverage, the
expiration date of each policy, and stating that no material change or
cancellation of any such policy shall be effective unless thirty (30)
days' prior written notice is given to Customer. Seller shall have the
option, when permitted by law, to self-insure any or all of the
foregoing risks.
(d) No Limitation. Seller is responsible for determining whether the above
minimum insurance coverages are adequate to protect its interests. The
above minimum coverages do not constitute limitations upon Seller's
liability.
(e) Endorsements. The policies referred to above shall contain an
endorsement naming Verizon as an Additional Insured and eliminating and
removing any exclusion of liability for i) injury, including bodily
injury and death, to an employee of the insured or of Customer or ii)
any obligation of the insured to indemnify, hold harmless, defend or
otherwise make contribution to Customer because of damage arising out
of injury, including bodily injury and death, to an employee of
Customer.
(f) Self-Insure. Should Seller elect to self-insure, in lieu of
Certificates of Insurance as stipulated in this section Seller shall
provide to Customer: (i) the self-insurance registration identification
number assigned by each state in which Seller desires to provide
services to Customer or manufactures Product; (ii) a letter of
certification from Seller's insurance carrier or self- insurance
administrator that Seller is self-insured for the coverages and amounts
as stipulated in this Agreement, including that Customer is an
additional insured and shall be indemnified and saved harmless from all
claims, suits, and liabilities as set forth within this Agreement; and
(iii) a notification of the states in which Seller is provided coverage
under its self-insurance.
28 INFRINGEMENT
(a) Infringement Indemnification. Seller shall indemnify, defend and hold
harmless Customer and its affiliates, shareholders, directors,
officers, employees, contractors, and agents from all claims, suits,
demands, damages, liabilities, expenses (including reasonable fees and
disbursements of counsel) judgments, settlements and penalties of every
kind ("Claims") arising from or relating to any actual or alleged
infringement or misappropriation of any patent, trademark, copyright,
trade secret or any actual or alleged violation of any other
intellectual property rights arising from or in connection with the
Products provided or the Services performed under this Agreement.
Notwithstanding anything to the contrary contained in this Agreement
(including, but not limited to, Section 26 hereof entitled
"INDEMNIFICATION" and Section 27 hereof entitled "INSURANCE"), the
provisions of this Section 28 hereof entitled "INFRINGEMENT" shall
govern the rights of Customer and its affiliates, shareholders,
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Xxxxxxx's written permission.
19
directors, officers, employees, contractors, and agents to
indemnification for Claims of infringement, misappropriation or
violation of intellectual property rights.
(b) Procedures. The procedures set forth in Section 26 hereof entitled
"INDEMNIFICATION" shall apply in the case of any claims of
infringement, misappropriation or violation of intellectual property
rights for which indemnification will be sought.
Without limitation of Section 26 hereof entitled "INDEMNIFICATION", if
the sale or use of the Products or Services is enjoined, Seller shall,
at Customer's option and Seller's expense, either:
(1) Procure for Customer the right to use the Products or
Services;
(2) Replace the Products or Services with equivalent,
non-infringing Products or Services;
(3) Modify the Products or Services so they become
non-infringing; or
(4) Remove the Products or Services and refund the
purchase price, including transportation,
installation, removal and other incidental charges.
29. CUSTOMER LIMITATION OF LIABILITY.
Seller agrees that neither Customer nor any Customer Affiliate shall be
liable for any consequential, special, indirect, incidental, punitive
or exemplary damages for any acts or failure to act under this
Agreement.
30. RELATIONSHIP OF PARTIES
(a) Seller's Relationship. In providing any Services under this Agreement,
Seller is acting solely as an independent contractor and not as an
agent of any other party. Persons furnished by the respective parties
shall be solely the employees or agents of such parties, respectively,
and shall be under the sole and exclusive direction and control of such
parties. They shall not be considered employees of the other party for
any purpose. Each party shall be responsible for compliance with all
laws, rules and regulations involving its respective employees or
agents, including (but not limited to) employment of labor, hours of
labor, health and safety, working conditions and payment of wages. Each
party shall also be responsible, respectively, for payment of taxes,
including federal, state, and municipal taxes, chargeable or assessed
with respect to its employees or agents, such as social security,
unemployment, worker's compensation, disability insurance and federal
and state income tax withholding. Neither party undertakes by this
Agreement or otherwise to perform or discharge any liability or
obligation of the other party, whether regulatory or contractual, or to
assume any responsibility whatsoever for the conduct of the business or
operations of the other party. Nothing contained in this Agreement is
intended to give rise to a partnership or joint venture between the
parties or to impose upon the parties any of the duties or
responsibilities of partners or joint venturers.
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
20
(b) Customer's Contractors. Customer reserves the right to enlist
contractors for engineering, installation or maintenance services with
respect to Seller's Products.
(c) No Subcontractors. Seller shall not, without Customer's prior written
approval, subcontract any portion of the work to be performed hereunder
(for example, including but unlimited to installation and maintenance
services).
31. TERMINATION
(a) Without Cause. Customer or Seller may terminate this Agreement without
cause, effective immediately, upon written notice to the other.
Termination shall not affect any purchase order placed, any subordinate
agreement executed prior to the date of termination, or any fully paid
up license granted to Customer. Upon termination of this Agreement
without cause, Customer shall not be liable to Seller, either for
compensation or for damages of any kind or character whatsoever,
whether on account of the loss by Seller of present or prospective
profits on sales or anticipated sales, or expenditures, investments or
commitments made in connection with the establishment, development or
maintenance of Seller's business, or on account of any other cause or
thing whatsoever except Customer's liability for private labeled
Product, under Section 8 hereof. The termination shall not prejudice
the rights or liabilities of the parties with respect to Product sold,
or any indebtedness then owing by either party to the other.
(b) For Insolvency, Court Action, or Assignment. Either party may terminate
this Agreement, effective immediately, without liability for said
termination, upon written notice to the other party, if any of the
following events occur:
1) The other files a voluntary petition in bankruptcy;
2) The other is adjudged bankrupt;
3) A court assumes jurisdiction of the assets of the
other under a federal reorganization act;
4) A trustee or receiver is appointed by a court for all
or a substantial portion of the assets of the other;
5) The other becomes insolvent or suspends its business;
6) The other makes an assignment of its assets for the
benefit of its creditors, except as required in the
ordinary course of business;
(c) Material Breach. Customer or Seller may terminate this Agreement for a
material breach or default of any of the terms, conditions or covenants
of this Agreement by the other, provided that such termination may be
made only following the expiration of a thirty (30) day period during
which the other party has failed to cure such breach after having been
given written notice of such breach. This subsection shall not apply to
Customer's cancellations or Seller's revocations under Section 8 hereof
entitled "PURCHASE ORDERS; CANCELLATION OF PURCHASE ORDERS; REVOCATION
OF ACKNOWLEDGEMENT."
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
21
(d) Termination by Seller for Non-Payment: Seller may terminate this
Agreement, or cancel an Order(s) for non-payment of the purchase price
and then only if after sixty (60) days of receipt of written notice of
non-payment in accordance with Section 33 hereof, entitled "NOTICES",
Customer fails to pay such purchase price and thereupon Seller issues
its written notice of default and Customer fails to pay such purchase
price within ten (10) business days of receipt of such notice of
default. In no way shall such termination act to impair Customer's
right, title and interest to the Product purchased hereunder, and under
Section 19 hereof entitled "INFORMATION AND INTELLECTUAL PROPERTY" and
under and Section 28 hereof entitled "INFRINGEMENT."
32. DISPUTE RESOLUTION
(a) Nature of Dispute Resolution. The parties desire to resolve certain
disputes, controversies and claims arising out of this Agreement
without litigation. Accordingly, except in the case of (i) a dispute,
controversy or claim relating to a breach or alleged breach on the part
of either party of the provisions of Section 19 entitled "INFORMATION
AND INTELLECTUAL PROPERTY", (ii) a suit, action or proceeding to compel
Seller to comply with its obligations to indemnify Customer pursuant to
this Agreement or (iii) a suit, action or proceeding to compel either
party to comply with the dispute resolution procedures set forth in
this Section 32 hereof entitled "DISPUTE RESOLUTION", the parties agree
to use the following alternative procedure as their sole remedy with
respect to any dispute, controversy or claim arising out of or relating
to this Agreement or its breach. The term "Dispute" means any dispute,
controversy or claim to be resolved in accordance with the dispute
resolution procedure specified in this Section 32 hereof entitled
"DISPUTE RESOLUTION."
(b) Procedure. At the written request of a party, each party shall appoint
a knowledgeable, responsible representative to meet and negotiate in
good faith to resolve any Dispute arising under this Agreement. The
parties intend that these negotiations be conducted by nonlawyer,
business representatives. The discussions shall be left to the
discretion of the representatives. Upon agreement, the representatives
may utilize other alternative dispute resolution procedures such as
mediation to assist in the negotiations. Discussions and correspondence
among the representatives for purposes of these negotiations shall be
treated as confidential information developed for purposes of
settlement, shall be exempt from discovery and production, and shall
not be admissible in any lawsuit without the concurrence of all
parties. Documents identified in or provided with such communications,
which are not prepared for purposes of the negotiations, are not so
exempted and may, if otherwise admissible, be admitted in evidence in
the lawsuit.
(c) Remedies At Law or Equity. If the negotiations do not resolve the
Dispute within sixty (60) days of the initial written request, the
parties may pursue their available remedies in law or equity.
33. NOTICES
(a) Notices (with the exception of price change notifications pursuant to
Section 7, Price and Terms of Payment) concerning this Agreement shall
be in writing and shall be given or made by means of telegram,
facsimile transmission, certified or registered mail, express
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
22
mail or other overnight delivery service, or hand delivery, proper
postage or other charges paid and addressed or directed to the
respective parties as follows. A notice that is sent by facsimile shall
also be sent by one of the other means set out in this subsection.
To Seller: At Seller's address shown on the first page of this
Agreement,
Attention: Vice President, Contract Administration
To Customer: VERIZON
000 Xxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Sr. Sourcing Process Leader
and
to the Affiliate that placed the Order if different than Verizon
Services Corp.
(b) Notices for change in ownership, change in name of firm, or change in
mailing address must be given by Seller by mailing to Customer within
thirty (30) days of such change. Notices for change in ownership must
include the names of all new owners or officers, registered agent for
service of process and state of incorporation or organization.
34. NO HAZARDOUS PRODUCTS AND COMPONENTS
(a) Seller's Representations. Seller represents that each Product furnished
by Seller is safe for all intended uses, is nontoxic and presents no
abnormal hazards to persons or the environment. Seller agrees to notify
Customer in writing and to supply an appropriate Material Safety Data
Sheet (MSDS) to Verizon Services Corp., Integrated Technical Services
Division, 000 X 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 as
well as to the ship-to point, if any Product or component thereof is
toxic or hazardous under any Federal, state or local law or if the
Product is capable of constituting a hazard. Seller represents that
Products display all reasonable notices and warnings of foreseeable
hazards. Seller further represents that if any Products or containers
would be or could be classified as hazardous or otherwise regulated
waste at the end of its useful life, Seller has advised Customer in
writing and provided Customer with proper disposal instructions.
(b) Notices. Seller shall immediately notify Customer by telephone
(followed by written confirmation within twenty-four hours) if Product
purchased or materials used fail to comply with applicable safety rules
or standards of the United States Consumer Product Safety Commission or
the Environmental Protection Agency or contain a defect that presents a
foreseeable risk to the public health or injury to the public or the
environment, whether by itself or when used by Customer for its
intended purpose.
(c) Shipping and Routing Instructions. Seller shall comply with Section 7
entitled "HAZARDOUS MATERIALS REGULATIONS GENERAL of ATTACHMENT G-1
SECTION I entitled "VERIZON SHIPPING INSTRUCTIONS - VERIZON LOGISTICS
AND VERIZON NETWORK SERVICES."
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
23
35. GOVERNMENT CONTRACT PROVISIONS
If an Order contains a notation that Product or Service is intended for
use under a government contract, it shall be subject to the then
current government contract provisions printed on or attached to such
Order.
36. QUALITY
Seller shall follow the requirements and procedures in EXHIBIT H,
ATTACHMENT H-1 hereof entitled "QUALITY STANDARDS, PROCEDURES AND
COMPLAINTS" in respect to Products ordered by Customer. Where
compliance with the TL9000 standard is required, Seller and Customer
shall follow the requirements and procedures in EXHIBIT H, ATTACHMENT
H-2 hereof entitled ""TL9000 REQUIREMENTS."
37. STANDARDIZATION
(a) In respect to Products ordered by or in behalf of the former Bell
Atlantic Affiliates, Seller and Customer shall follow the requirements
and procedures described in EXHIBIT K, ATTACHMENT K-1 hereof entitled
"STANDARDIZATION VERIZON EAST."
(b) In respect to Products ordered by or in behalf of the former GTE
Affiliates, Seller and Customer shall follow the requirements and
procedures described in EXHIBIT K, ATTACHMENT K-2 hereof entitled
"STANDARDIZATION VERIZON WEST."
38. NONWAIVER
Either party's failure to enforce any of the provisions of this
Agreement or any purchase order, or to exercise any option, shall not
be construed as a waiver of such provisions, rights, or options, or
affect the validity of this Agreement or any purchase order.
39. SEVERABILITY
If any of the provisions of this Agreement shall be invalid or
unenforceable, then such invalidity or unenforceability shall not
invalidate or render unenforceable the entire Agreement. The entire
Agreement shall be construed as if not containing the particular
invalid or unenforceable provision or provisions, and the rights and
obligations of Seller and Customer shall be construed and enforced
accordingly.
40. SECTION HEADINGS
The headings of the sections are inserted for convenience only and are
not intended to affect the meaning or interpretation of this Agreement.
41. SURVIVAL OF OBLIGATIONS
Seller's obligations under this Agreement, which by their nature would
continue beyond the termination, cancellation or expiration of this
Agreement, shall survive termination, cancellation or expiration of
this Agreement, including but not limited to, obligations to indemnify,
insure and maintain confidentiality, and continued availability of
Product support and warranty provisions set forth in Exhibit D.
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
24
42. CHOICE OF LAW AND JURISDICTION
State Law And Forum. The validity, interpretation and performance of
this agreement shall be governed by the procedural and substantive laws
of the state of New York without regard to conflicts of laws. All
actions under this agreement shall be brought in a court of competent
subject matter jurisdiction in the county of New York in the state of
New York and both parties agree to accept the personal jurisdiction of
such court. Xxxxxx also agrees to submit, at Customer's option, to the
jurisdiction of any court in the United States wherein an action is
commenced against Purchaser based on a claim for which Xxxxxx has
indemnified Purchaser hereunder.
The application of the U. N. Convention on Contracts for the
International Sale of Goods is specifically excluded from this
Agreement.
43. ENTIRE AGREEMENT
This Agreement together with its exhibits and attachments constitutes
the entire agreement between the parties and cancels all
contemporaneous or prior agreements, whether written or oral, with
respect to the subject matter of this Agreement. Except as provided in
Section 14 hereof entitled "PRECEDENCE OF DOCUMENTS", and Section 8
hereof entitled "PURCHASE ORDERS; CANCELLATION OF PURCHASE ORDERS;
REVOCATION OF ACKNOWLEDGEMENT", no modifications shall be made to this
Agreement unless in writing and signed by authorized representatives of
the parties.
44. SIGNATURES
Each party represents that it has executed this Agreement through its
authorized representative:
CUSTOMER: SELLER:
Verizon Services Corp TII Network Technologies, Inc.
/s/ XXXXXX X. XXXXXX /s/ XXXXXXX X. XXXXX
-------------------------------------------------- -------------------------------------------------
(Signature) (Signature)
Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx
-------------------------------------------------- -------------------------------------------------
(Printed Name) (Printed Name)
VP - Supply Chain Services President & CEO
-------------------------------------------------- -------------------------------------------------
(Title) (Title)
June 28, 2005 May 17, 2005
-------------------------------------------------- -------------------------------------------------
(Date) (Date)
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
25
EXHIBIT A
AFFILATES VERIZON WEST (FORMER GTE AFFILIATES)
Exhibit A 1
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
EXHIBIT A
GTE AFFILIATED ENTITIES
The names of certain GTE Affiliated Business Units are in the process of being
changed as a result of the merger of GTE Corporation and Bell Atlantic
Corporation. The legal entities themselves have not changed under the merger.
The only change is either in the name of the company or a change in the
doing-business-as (d/b/a) name. For ease of reference, where not obvious as from
a d/b/a, the name by which a Verizon company was formerly known has been
included in parenthesis (f/k/a). That f/k/a is not part of the legal name.
Exhibit A 1
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
GENERAL ADMINISTRATION
GTE Corporation
GTE Finance Corporation
GTE REinsurance Company Limited
GTE Life Insurance Company Limited
GTE Service Corporation, d/b/a Verizon
Services Group
GTE Shareholder Services Incorporated
Verizon Investment Management Corp. (f/k/a
GTE Investment Management
Corporation)
Verizon Realty Corp. (f/k/a GTE Realty Corporation)
GTER Incorporated
GTE-TCCA, Inc.
SELECT SERVICES
ContelVision, Inc.
GTE Main Street Incorporated
Verizon Media Ventures Inc. (f/k/a GTE
Media Ventures
Incorporated)
Verizon Select Services Inc. (f/k/a GTE Communications
Corporation)
Verizon Select Services of Virginia Inc.
(f/k/a GTE
Communications Corporation of
Virginia)
INFORMATION SERVICES
Verizon Information Services Inc. (f/k/a GTE Information
Services Incorporated)
General Telephone Directory Company
C. por A.
Verizon International Telecom Services
Inc. (f/k/a Telecom Services
Corporation)
GTE Directories (B) SDN.BHD. (Brunei)
Verizon Directories Corp. (f/k/a GTE Directories Corporation)
Verizon Directories Distribution
Corp. (f/k/a GTE Directories
Distribution Corporation)
Verizon Directories Sales Corp.
(f/k/a GTE Directories Sales Corporation)
GTEX Corporation
GTE Directorios - Republica
Dominicana, C. por A. GTE GmbH
Verizon New Media Services Inc. (f/k/a GTE
New Media Services Incorporated)
GTE Yellow Pages Publishing Hungary
Kft
INFORMATION TECHNOLOGY
Verizon Data Services Inc . (f/k/a GTE Data Services Incorporated)
Verizon Data Services International Inc.
(f/k/a GTE Data Services International Incorporated)
GTE Airfone of Canada Incorporated
NETWORK SERVICES
GTE Alaska Incorporated, d/b/a Verizon
Alaska
GTE Arkansas Incorporated, d/b/a Verizon Arkansas
Verizon California Inc. (f/k/a) GTE California Incorporated)
Contel Advanced Systems, Inc.
Verizon Florida Inc. (f/k/a GTE Florida Incorporated)
GTE Funding Incorporated
Verizon Hawaii Inc. (f/k/a GTE Hawaiian Telephone Company Incorporated)
GTE Hawaiian Tel Insurance Company Incorporated
Verizon Hawaii International Inc. (f/k/a
GTE Hawaiian Tel International Incorporated)
GTE Far East (Services) Limited
The Micronesian Telecommunications Corporation
GTE Pacifica Incorporated, d/b/a Verizon Pacifica
GTE Midwest Incorporated, d/b/a Verizon Midwest
Verizon North Inc. (f/k/a GTE North
Incorporated)
Verizon Northwest Inc. (f/k/a GTE Northwest Incorporated)
Verizon West Coast Inc. (f/k/a GTE West
Coast Incorporated)
Verizon South Inc. (f/k/a GTE South Incorporated)
Exhibit A 2
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
GTE Southwest Incorporated, d/b/a Verizon Southwest
Contel of Minnesota, Inc., d/b/a Verizon Minnesota
Contel of the South, Inc. d/b/a Verizon South Systems/
Verizon North Systems
GTE Consolidated Services Incorporated
INTERNATIONAL
CODETEL International Communications Incorporated
GTE Anglo Holding Company Incorporated
La Compagnie de Telephone Anglo-Canadienne/Anglo-Canadian Telephone Company
TELUS Corporation
3554864 Canada Ltd.
Aerotech Specialties Ltd.
ISM Information Systems Management
(B.C.) Corporation
Telecom Leasing Canada (TLC) Limited
TELUS Communications (B.C.) Inc.
TELUS Holdings Inc.
TELUS Communications Inc.
TELUS Enterprises Inc.
TELUS Services Inc.
TELUS Advanced Services Inc.
TELUS Mobility Cellular Inc.
TELUS Risk Management Inc.
The QuebecTel Group Inc.
DynEC Inc.
Groupe Fortune 1000 Inc.
Quebec-Telephone
Quebec -Communications Inc.
Quebec Tel Xxxx. Inc.
QuebecTel Communications Inc.
SWAP-T Inc.
Versalys Inc.
GTE China Incorporated
GTE International Telecommunications
Services LLC
GITS Branch LLC
GTE Holdings Mexico, S. de X.X. de
C.V.
GTE Data Services-Mexico,
S.A. de C.V. GTEDS Services-Mexico, S.A. de C.V.
GTE Information Services (UK) Limited
Xxxxxx Business Data AG Panorama Polska Sp. z o.o.
GTE Supply do Brasil, Ltda.
Guangzhou Guangtong-GTE Tianwei
Communications Development Company Ltd.
GTE Holdings (Canada) Corporation
Compania Dominicana de Telefonos, C.
por A. (CODETELl)
Operaclora de Procesamiento de
Informacion y Telefonia, C. por A.
(OPITEL)
Quality Telecommunications, C. por A.
GTE Dominican Republic Holdings LLC
GTE International Telecommunications Incorporated
GITI Services Puerto Rico Incorporated
GTE do Brasil Limitada
GTE PCS International Incorporated
GTE Venezuela Incorporated
VenWorld Telecom, C.A. (Venezuela)
Compania Anonima Nacional Telefonos de
Venezuela (CANTV)
GTE Holdings (Puerto Rico) LLC
Caribe Information Investments Incorporated
Axesa Informacion Incorporado
Telecommunicaciones de Puerto Rico, Inc.
Celulares Telefonica Inc.
Datacom Caribe, Inc.
Puerto Rico Telephone Company, Inc.
GTE International Telephone Incorporated
Informatica y Telecommunicaciones, C.
por A. (Dominican Republic)
GTE Investments Incorporated
WIRELESS PRODUCTS AND SERVICES
GTE Consumer Services Incorporated
GTE Wireless Incorporated
Contel Cellular International, Inc.
Exhibit A 3
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
GT Towers Incorporated
GTE Mobile Communications
International Incorporated
CTI Holdings, S.A.
CTI Compania de Telefonos del Interior S.A. CTI Norte Compania de Telefonos del
Interior S.A.
CTI PCS Holdings S.A.
CTI PCS S.A.
GTE Mobilnet of Cleveland Incorporated
GTE Wireless of Ohio Incorporated
GTE Mobilnet of Eastern North Carolina
Incorporated
GTE Wireless of the South Incorporated
GTE Wireless Service Corporation
GTE Airfone Incorporated
GTE Railfone Incorporated
Mexfone, S.A. de C.V.
OTHER OPERATIONS
Contel Federal Systems, Inc.
GTE Telecommunications Services
Incorporated
GTE Signaling LLC
Contel Page International, Inc.
GTE Telecom International Incorporated
GTE Telecom International Systems Corporation
GTE Assets Incorporated
GTE Enterprise Initiatives Incorporated
GTE Products of Connecticut Corporation
GTE Communication Systems Corporation (acting through its Verizon Logistics
division)
GTE International Incorporated
GTE Overseas Corporation
Verizon Laboratories Inc. (f/k/a GTE
Laboratories Incorporated)
GTE Operations Support Incorporated
Televac, Inc.
Verizon Credit Inc. (f/k/a GTE Leasing Corporation)
Verizon Capital Acceptance Corp. (f/k/a
GTE Leasing Acceptance Corporation)
Kalama Grain Terminal, Inc.
GTE Transfer Corporation
Verizon Technology Corp. (f/k/a GTE
Technology Corporation)
BBNT Solutions LLC
Federal Network Systems LLC
XXX.Xxx LLC, d/b/a Verizon Internet
Solutions
Exhibit A 4
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
EXHIBIT B
COMPONENTS OF PRODUCTS AND SERVICES
ATTACHMENT B-1 DETAILED DESCRIPTION OF PRODUCTS AND SERVICES
ATTACHMENT B-2 PRICES
ATTACHMENT B-3 DELIVERY INTERVAL - DOES NOT INCLUDE IN TRANSIT TIME
*
Exhibit B
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except with
Xxxxxxx's written permission.
EXHIBIT C
PURCHASE FOR RESALE - LICENSE, WARRANTY AND PRODUCT SUPPORT
NOT APPLICABLE
EXHIBITS 3 1
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon except
by written agreement
EXHIBIT D
PURCHASE FOR INTERNAL USE - WARRANTY AND PRODUCT SUPPORT
ATTACHMENT D-1 WARRANTY PERIOD
ATTACHMENT D-2 PRODUCT REPAIR RATES - NOT APPLICABLE
ATTACHMENT D-3 REPAIR PARTS PRICING - NOT APPLICABLE
ATTACHMENT D-4 SELLERS WORKING HOUR SCHEDULE AND CONTACT INFORMATION
ATTACHMENT D-5 ON-SIGHT ASSISTANCE RATES - NOT APPLICABLE, Seller with
provide on-Site assistance to Customer as mutually agreed to without
charge.
ATTACHMENT D-6 TRAINING TERMS AND STANDARDS
ATTACHMENT D-7 TRAINING PRICES - NOT APPLICABLE, Seller with provide
training to Customer as mutually agreed to without charge.
ATTACHMENT D-8 DISCLOSURE OF POTENTIAL OR ACTUAL DEFECTS
*
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
EXHIBIT E
ELECTRONIC PURCHASING
ATTACHMENT E-1 ELECTRONIC DATA INTERFACE (EDI)
ATTACHMENT E-2 E-PROCUREMENT ARIBA TRANSACTIONS - NOT APPLICABLE
ATTACHMENT E-3 SELLER CIF REQUIREMENTS - NOT APPLICABLE
ATTACHMENT E-4 SELLER PUNCHOUT REQUIREMENTS - NOT APPLICABLE
*
2
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
EXHIBIT F
Primary Seller Compliance with Minority, Woman-owned, Disabled and Vietnam era
Veteran Business Enterprises (MWDVBE) Utilization
ATTACHMENT F-1 MWDVBE CONTRACT COMPLIANCE
XXX is currently a reporting participant.
4
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
EXHIBIT F
PRIMARY SUPPLIER COMMITMENT
COMPLIANCE WITH MINORITY, WOMAN-OWNED, DISABLED AND VIETNAM
ERA VETERAN BUSINESS ENTERPRISES
(MWDVBE) UTILIZATION
1. SUPPLIER COMMITMENT.
The Primary Supplier (Seller) agrees to provide opportunities for Certified (1)
Suppliers identified as Minority (2),Woman (3) -owned (4), Business Enterprises
("MWDVBE")(5), Disabled, Service Disabled and Vietnam Era Veteran (6) Business
Enterprises ("DVBE"), (hereinafter "Diversified Suppliers") in accordance, at a
minimum, with the terms and conditions of this Section.
2. PRIMARY SUPPLIER COMMITMENTS.
A. SUPPLIER DIVERSITY UTILIZATION PLAN.
The Primary Supplier must submit an approved Supplier Diversity Utilization Plan
("Plan") within sixty (60) days after execution of this Agreement, if not
already supplied in the RFP response. The Plan must include a statement that the
Primary Supplier will achieve MWDVBE and PC Percent Commitments specified in
this section, and a commitment to report results utilizing the reporting method
described below:
CONTRACT SPECIFIC REPORTING.
The Primary Supplier must relate MWDVBE expenditures to specific
Verizon contracts and track them by using the Contract Specific method
of reporting of the Prime Supplier MWDVBE Quarterly Report found on
line at xxxx://xxx.xxxxxxx.xxx/xxxxxxxxxxxxxxxxx. In this case, the
Primary Supplier will also provide:
(1) A list of the name(s) and address(s) of any Diverse Suppliers the
Primary Supplier has identified to use in support of this Agreement,
(2) A description of the products/services or scope of work to be
performed by Diverse Suppliers and,
(3) The percentage or volume of contract work to be performed by each
such firm.
---------------------------
(1) Currently certified as MWDVBE by an authorized certifying body, such as
NMSDC, WBENC, or other similar local, state, or federal certifying body, among
others. (2) "Minority" is defined as a business of which at least 51% of the
ownership and control is held by individuals who are members of a minority
group, and of which at least 51% of the net profits accrue to members of a
minority group. Such persons include, but are not limited to Black Americans,
Hispanic Americans, Asian Pacific Americans, Native Americans; "Control" is
defined as having overall fiscal/legal responsibility and exercising the power
to make policy decisions; Asian Pacific Americans (persons with origins from
Japan, China, the Philippines, Vietnam, Korea, Samoa, Guam, U.S. Trust Territory
of the Pacific Islands (Republic of Palau), the Commonwealth of the Northern
Mariana Islands, Laos, Cambodia (Kampuchea), Taiwan; Burma, Thailand, Malaysia,
Indonesia, Singapore, Brunei, Republic of the Xxxxxxxx Islands, Federated States
of Micronesia., Macao, Hong Kong, Fiji, Tonga, Kiribati, Tuvalu, or Nauru;
Subcontinent Asian Americans (persons with origins from India, Pakistan,
Bangladesh, Sri Lanka, Bhutan, the Maldives Islands or Nepal; and Native
Americans (American Indians, Eskimos, Aleuts, and Native Hawaiians). Members of
other groups designated by the U. S. Small Business Administration.
(3) "Women-owned" is defined as a business that is at least 51% owned and
controlled by a woman or women. Such women's business enterprise shall further
be classified as either minority or non-minority women-owned business, depending
upon the greater portion of ownership; "Owned" is defined as at least 51% of the
business or in the case of a publicly owned business, at least 51% of the stock
is owned either by a minority or women; "Control" is defined as having overall
fiscal/legal responsibility and exercising the power to make policy decisions.
(4) "Owned" is defined as at least 51% of the business or in the case of a
publicly owned business, at least 51% of the stock owned either by a minority or
women. Transfer of ownership or purchase of an existing business by a minority
(or non-minority women) from a non-minority (or non-minority male), that remains
actively involved in the operation of the business, does not qualify as a
minority-owned or women-owned business. (5) A "minority business" or
"women-owned business" may be an individual partnership, a joint venture or a
corporation, other than an employee of a Verizon company.
(6) A business that is at least 51% owned and controlled by an owner or owners
who are Veterans or Disabled Veterans who are veterans of the military, naval,
or air service of the United States with a service-connected disability or who
are disabled as defined by the Americans With Disabilities Act. This
classification can also include agencies that employ 51% or more disabled
persons.
ATTACHMENT F-1
1
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
The list of Diverse Suppliers by the Primary Supplier in its
(Contract-Specific) Suppler Diversity Utilization Plan form shall
constitute:
o A representation by the Primary Supplier to Verizon in regard to the
Diverse Supplier(s) that: (a) it intends to use the firm for the work
specified in the Supplier Diversity Utilization Plan; (b) on the basis
of information known to it and after reasonable inquiry, it believes
such Diverse Supplier(s) to be technically and financially qualified to
perform the work specified, and that the firm is available to perform
the work; and (c) the Diversified Supplier(s) identified is currently
certified as MWDVBE by an authorized certifying body.
o A commitment that the Primary Supplier will enter into a contract
with each such Diverse Supplier (or approved substitutes) in accordance
with its Supplier Diversity Utilization Plan. o A commitment by the
Primary Supplier that it will not substitute a Diverse Supplier listed
in its Supplier Diversity Utilization Plan without notifying Verizon.
Unless the Primary Supplier has a reasonable belief that use of a
designated Diverse Supplier will potentially cause personal injury or
damage to property, or that such Diverse Supplier has engaged in
illegal or unethical behavior, no substitution(s) of Diverse
Supplier(s) designated on the Primary Supplier's Utilization Plan Form
may be made without notifying Verizon in writing, citing the specific
reason(s) for substitution.
B. PRIMARY SUPPLIER MWDVBE PERCENT COMMITMENT.
The Primary Supplier shall engage the services of certified Diversified
Supplier(s) for an amount equivalent to at least "sixteen" percent (16%) of
dollars spent under this Agreement in 2003, "seven-teen" percent (17%) in 2004
and 2005 and eight-teen percent (18%) in 2005 and thereafter in MWDVBE
utilization under the Agreement ("MWDVBE Percent Commitment").
C. PRIMARY SUPPLIER COMPLIANCE; STANDARDS AND REMEDIES.
I. COMPLIANCE STANDARDS. Verizon has the right to determine compliance by the
Primary Supplier with the Supplier Diversity Utilization Plan and the MWDVBE
Percent Commitments (hereinafter collectively the "MWDVBE Commitments")
established in this Section. Verizon may determine that the Primary Supplier is
achieving its MWDVBE Commitments as set forth in this Section by examining
reports received from the Primary Supplier, performing on-site inspections,
conducting progress meetings regarding work required by the Agreement,
contacting involved Diversified Supplier, or through other Verizon actions taken
in the ordinary course of administering the Agreement.
II. QUARTERLY COMPLIANCE REPORTS. "Verizon Prime Supplier MWDVBE Quarterly
Reports", shall be submitted via the website
xxxx://xxx.xxxxxxx.xxx/xxxxxxxxxxxxxxxxx by the Primary Supplier, as required by
this agreement, no later than thirty (30) days following the end of each
quarter. This document is intended to provide a reporting mechanism to monitor
the Primary Supplier's progress in achieving its MWDVBE Commitments as set forth
in this Section.
III. UPDATES. An annual update of the Primary Supplier's Supplier Diversity
Utilization Plan will be required to ensure compliance with this Agreement's
provision for continuous year over year improvement. IV. COMMITMENTS NOT
ACHIEVED. In the event that the Primary Suppliers MWDVBE Commitments hereunder
are not achieved and the Primary Supplier can not demonstrate to the reasonable
satisfaction of Verizon that commercially reasonable efforts were made to
accomplish such MWDVBE Commitments, such failure shall constitute an occasion of
default and Verizon reserves the right and shall have the option to invoke the
default and termination provisions of this Agreement. Verizon in addition to
Article(s) of this Agreement pertaining to default and termination shall have
all other rights and remedies available at law and in equity and under this
Agreement. Verizon may also require that the Primary Supplier, upon request,
submit additional documentation and information concerning the Primary
Supplier's performance in achieving its MWDVBE Commitments and compliance with
its Supplier Diversity Utilization Plan.
V. CURE PERIOD FOR COMMITMENTS NOT ACHIEVED. Should the Primary Supplier
continue to fail in achieving the MWDVBE Commitments of this Agreement or any
amendments thereto after having been given notice of such failure to meet its
MWDVBE Commitments, and failing to cure such
ATTACHMENT F-1
2
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
Commitments within thirty (30) days of receiving such notice by achieving its
requirements, the Primary Supplier shall be in default and no further cure shall
be permitted.
VI. SUPPLIER REPORT CARD. In addition, the Primary Supplier's ability to achieve
its MWDVBE Commitments shall reflect upon and shall contribute to the Primary
Supplier's overall grade on the Supplier Report Card or other performance
measurement(s).
ATTACHMENT F-1
3
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
EXHIBIT G
VERIZON LOGISTICS AND NETWORK SERVICES TRANSPORTATION AND ROUTING
INSTRUCTIONS AND REQUIREMENTS
ATTACHMENT G-1 VERIZON SHIPPING INSTRUCTIONS - VERIZON LOGISTCS AND
VERIZON NETWORK SERVICES
ATTACHMENT G-2 VERIZON TRANSPORTATION ROUTING INSTRUCTION
ATTACHMENT G-3 OCEAN CONTAINER PLANNING AND LOADING PROCEDURE -
NOT APPLICABLE
ATTACHMENT G-4 VERIZON - SUPPLIER ROUTING INSTRUCTIONS
ATTACHMENT G-5 STATE TO STATE GRID
*
EXHIBITS
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
EXHIBIT H
QUALITY STANDARDS, PROCEDURES AND COMPLAINTS
ATTACHMENT H-1 QUALITY STANDARDS AND PROCEDURES
ATTACHMENT H-2 TL9000
EXHIBITS
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
EXHIBIT H
ATTACHMENT H-1
QUALITY STANDARDS, PROCEDURES AND COMPLAINTS
1.1 QUALITY COMMITMENT Commitment to quality is a primary requirement
of this Agreement and as used herein shall mean conformance to the terms,
conditions and SPECIFICATIONS of this Agreement. Customer will assure continued
Quality Improvement in the Products and Services purchased pursuant to this
Agreement. Seller will demonstrate commitment to a Quality Improvement Process
by providing:
1. A published statement of its quality policy signed by an officer of
the company;
2. An established means of measuring and reporting customer
satisfaction;
3. A quality training and awareness program;
4. A continuous Quality Improvement Process;
5. An established means of monitoring conformance to requirements for
Products and Services; and
6. An established Product Quality Inspection Program.
1.2 QUALITY SYSTEM Seller shall document, implement and maintain a
quality control, assurance and improvement system which assures that the
System(s), Product(s) and Services provided to Customer meet all performance
standards and requirements, and perform in accordance with Specifications,
including, but not limited to those contained in APPENDIX A hereof, entitled
"Quality, Reliability and Engineering Specifications," together with the
following: TL 9000 Quality Management System Requirements, Book 1 Release 3.0,
and TL 9000 Quality Management System Measurements, Book 2, Release 3.0. Seller
shall be in compliance with all updates to such performance standards and
requirements, including all those listed in this Article hereof, entitled
QUALITY, STANDARDS, PROCEDURES, AND COMPLAINTS or in any appendix attached
hereto, or as currently denominated by the QuEST Forum, Telcordia or Verizon.
Seller agrees to allow Customer or Customer's Agent to conduct periodic
on-site reviews at Seller's Hardware manufacturing and Software development
facility(s) to verify compliance with Specifications. Seller also agrees to
develop corrective action plans for any quality system deficiencies that may be
detected during these periodic on-site reviews, and submit such plans to the
Customer or Customer's agent within thirty (30) days after the review. Further,
Xxxxxx agrees to implement these corrective action plans within six (6) months
after the review.
1.3 QUALITY PERFORMANCE REPORTING SELLER agrees to provide, at no cost
to Customer, data reports, upon request by Customer, which demonstrate the
performance of the Seller's Product while in development, manufacture and
service, and the adherence of the Seller's Product to the Specifications.
Requirements for collecting, calculating and reporting data are defined in
documents listed in APPENDIX A hereof-entitled QUALITY, RELIABILITY AND
ENGINEERING SPECIFICATIONS.
All required reports and data shall be delivered to Customer's Seller
Quality Management Organization at:
EXHIBIT H ATTACHMENT H-1
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
Specialist Supply Chain Services
Quality Management
Verizon Corporate Sourcing
000 Xxxxxx Xxxxx
Irving, TX 75038
And to Customer's Sourcing Process Organization at:
Sr. Sourcing Process Leader
Verizon Corporate Sourcing
000 Xxxxxx Xxxxx
Xxxxxx, XX 00000
Seller agrees to render other periodic reports for service affecting
conditions or other conditions that affect the operations and administrative
procedures of Customer of its AFFILIATES, or as otherwise requested by Customer
of Its AFFILIATES. All provided information shall be proprietary to Customer.
1.4 SOURCE INSPECTION Source Inspection means that Customer shall have
the right to conduct due diligence inspection and testing at the Seller's, and
any of its subcontractors, facilities at any point(s) or on a continuing basis
as Customer may deem appropriate. Source Inspection applies to all Products.
Source Inspection shall be performed by a Customer's representative. When
requested, Seller will furnish Customer full access to its facilities and those
of its subcontractors. Seller will provide Appropriate Documentation To
Demonstrate That the Product Does Conform to All SPECIFICATIONS, and the
Seller's projected failure rate, along with the test data that substantiates the
conformance of Product prior to shipment. Should Customer give Seller written
notice that it requires source inspection of Product prior to shipment, Seller
shall notify Customer when the Product is ready for inspection and Customer or
its agent shall be given reasonable opportunity to inspect the Product at any
time prior to shipment under agreed upon Quality Program Specifications listed
in APPENDIX A hereof entitled QUALITY, RELIABILITY AND ENGINEERING
SPECIFICATIONS. Inspection or failure to inspect on any occasion shall not
affect Customer's rights under Article 14 hereof, entitled WARRANTY or any other
provisions of this Agreement.
Seller shall make available at no additional cost to Customer, such
production testing facilities, labor, data, specifications, procedures and such
other documents, and assistance as necessary for Customer or its agent to
perform inspection, as indicated in APPENDIX A hereof-entitled QUALITY,
RELIABILITY AND ENGINEERING SPECIFICATIONS. In addition, Seller shall make
available to Customer or its agent at no additional charge, data obtained
through Seller's normal routines, which show results of Seller's inspection,
tests and audits of Product as specified in the Quality Program Specifications.
Such data shall be sufficient to demonstrate that the Product meets all quality
and reliability requirements.
Where Customer's Seller Quality Management finds received Products do
not meet Specifications, the cost of inspection and testing, replacement and
shipping shall be incurred by the Seller.
EXHIBIT H ATTACHMENT H-1
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
Customer reserves the right to have the Seller inspect and test 100% of
their Product at their cost in cases where Product does not meet SPECIFICATIONS.
1.5 PRODUCT TESTING All Product shipped to Purhaser shall receive
Seller testing to demonstrate functionality, quality and reliability. The
Seller's test environment shall emulate or simulate the Customer's actual
Product application/usage conditions as identified in the Specifications.
Seller's testing shall be of a sufficient magnitude and duration to demonstrate
full Product feature functionality in accordance with Specifications. If
Seller's quality level for this final test stage does not conform to the
Specifications, then Seller shall notify Customer immediately of such
no-conformance before Product shipment, and Customer will advise Seller as to
the disposition of this Product (accept or not accept).
1.6 QUALITY SURVEILLANCE Seller agrees to quality system surveillance
activities through Customer or its agent designated by Customer to demonstrate
that that the quality system is achieving results consistent with product
quality, engineering and reliability requirements. The scope and frequency of
these surveillance activities will be based on the Seller achieving and
maintaining consistent and stable quality and reliability results.
1.7 TECHNICAL ANALYSIS If the parties agree to pursue technical
analysis activities with third parties, Seller agrees to fund Product technical
analysis activities that may be required by Customer to deploy the Product, in
the Customer's NETWORK through Customer's or its agent's program or through test
laboratories approved by Customer or its agent. Customer may request Product
technical analysis activities in instances where the Seller cannot provide
sufficient validation of Product performance, quality and reliability.
1.8 COMPLAINTS
1.8.1 ENGINEERING COMPLAINTS The Seller shall handle all
Engineering Complaints (EC) submitted by Customer in accordance with GR230,
Issue 2, as modified below, together with such further and additional
requirements set forth in APPENDIX A hereof entitled Quality, Reliability and
Engineering Specifications.
a) Verizon recognizes (Section 2.1.R2-1, Applicable Use of
Engineering Complaints; Section 2.2. CR-2, Emergency or Special
Handling; Section 2.3.R2-3 Non-Applicable Uses of Engineering
Complaints: and Section 2.5.3. R2-9 EC Confirmation Report-EO-150)
as guidelines and typical examples, "NOT" as requirements or objectives:
b) Verizon "DOES NOT" recognize (Section 2.5.4.R2-11, EC Interim
Report-EO-151) the Seller shall notify Verizon of a proposed Action
Plan for the Complaint within 15 days of receipt.
In addition the following requirements shall be adhered to:
In the event that a Customer's Engineering Complaint (EC) is marked
"SERVICE EMERGENCY," then Seller agrees to exert effort that goes beyond that
which is customarily provided to resolve the EC. Such effort will be consistent
with the level of effort the Seller will furnish to support Customer and its
AFFILIATES under Exhibit D, Warranty and Product Support and Section 22 (c),
entitled EXTRAORDINARY SUPPORT.
EXHIBIT H ATTACHMENT H-1
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
Upon receipt of Xxxxxxxx's EC identified as a fire or safety hazard,
Xxxxxx agrees to acknowledge receipt of such EC and to respond within
twenty-four (24) hours. This response shall include the proposed remedy or
proposed corrective action to resolve the stated problem, or the date when the
accepted solution will be completed.
In the event the Seller anticipates that the proposed solution to the
EC will exceed thirty (30) days, and then Seller shall, once every two weeks,
issue an Interim Report to Customer, reporting actions taken and progress made
during the reporting period. In addition, such reports will indicate the date by
which Seller anticipates that the ongoing EC study will be successfully
concluded.
Seller shall create and maintain a tracking system that records and
summarizes all events surrounding any EC submitted by Customer. Seller shall
also provide Customer with on-going reports at monthly intervals as to what
manifested the EC, what remedial actions were made by Seller as a result of the
Complaint and what was the result of those remedial actions. The overall
progress and performance results shall be reviewed by Customer and Seller to
evaluate the overall quality of the process.
Upon Acceptance of Seller's resolution by Customer, Seller shall
implement necessary changes within thirty (30) days.
In the event an EC causes Customer to incur additional costs, Seller
shall be responsible to reimburse Customer and/or its Affiliate for such costs.
Customer shall substantiate such costs and submit to Seller a claim. for such
costs. Seller shall pay such claim within thirty (30) days after resolution of
the EC upon which the claim is based. In the event Seller fails to pay such
claim, Seller shall compensate Customer in accordance with Exhibit I, entitled
PERFORMANCE COMPENSATION PAYMENTS.
If Customer or its Affiliate disagree with Seller on the implementation
schedule and/or resolution of Complaint, Customer or its Affiliate shall have
the right to escalate the matter for review on the implementation schedule,
validity of the complaint, and/or resolution to higher management in accordance
with Section 32 hereof, entitled DISPUTE RESOLUTION.
1.8.2 SELLER QUALITY COMPLAINTS In the event Customer
determines that Product furnished hereunder does not perform in a satisfactory
manner or is unsatisfactory in other respects, Customer may issue a Seller
Quality Complaint (SQC) in writing to notify Seller. Seller shall provide an
acknowledgment to Customer within ten (10) days of receipt. Within twenty (20)
days the Seller shall provide a final report specifying, as required, the change
in design, manufacturing process or installation and/or engineering instructions
required to address Customer's SQC. The report will include the root cause of
the SQC, condition and a plan for immediate corrective action to correct the
SQC, and a long-term plan to ensure continued quality Products are provided.
Nothing herein shall obviate Seller's obligations (including but not
limited to the following EXHIBITS and/or Sections of this Agreement regarding
warranty, repair and replacement): EXHIBIT K-2 STANDARDIZATION hereof, Exhibit
K-1, Part B, Section 1 entitled CHANGES TO HARDWARE OR SOFTWARE/PRODUCT CHANGE
NOTICES (PCNs), and EXHIBIT D PURCHASE FOR INTERNAL USE, LICENSE WARRANTY AND
PRODUCT SUPPORT.
EXHIBIT H ATTACHMENT H-1
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
Customer's points of contact for all complaint information and
correspondence shall be:
Specialist Supply Chain Services
Quality Management
Verizon Corporate Sourcing
000 Xxxxxx Xxxxx
Xxxxxx, XX 00000
and:
Sr. Sourcing Process Leader
Verizon Corporate Sourcing
000 Xxxxxx Xxxxx
Xxxxxx, XX 00000
1.9 E-REPORT CARDS (ERC) e-Report Cards may be used as a means of
measuring the Seller's overall performance to ensure the Seller is in compliance
with established performance levels. Seller shall be responsible for reporting
performance data in accordance with specific metrics to be developed for the
applicable product/service. Grades will be assigned to assess the Seller's
performance via the eRC process, and the Seller shall be required to meet a
grade of "B" or above.
Within an agreed upon timeframe after the execution of this Agreement, the
Customer may implement the eRC process utilizing Seller's product performance
data.
For any elements of the eRC that are below a grade of "B", the Seller shall be
required to develop a written Corrective Action Plan, within a specified
timeframe as stated by the Customer. If within a mutually agreed upon timeframe,
the Corrective Action Plan has not led to an acceptable improvement of the said
elements (to a grade of "B" or above), then the Customer may exercise remedies
as set forth in this Agreement.
If, based upon the monthly data collected for the Customer's eRC process, the
Seller fails to maintain a total grade of "B" or above for three (3) consecutive
months, the Customer may, in addition to other rights under this Agreement,
terminate such as specified in the TERMINATION FOR CAUSE provision of this
Agreement. The Customer's right to terminate this Agreement for Cause are not
precluded by the Customer's delay in exercising its rights under this Agreement.
1.10 CONTINUOUS QUALITY IMPROVEMENT PLAN Seller shall have a written
plan for continuously assessing and improving the quality and reliability of
Product. Seller's Quality Improvement Plan (QIP) shall incorporate and use a
well defined and written set of metrics, approved by Customer's Seller Quality
Leader (SQL). This plan will assess internal development data and field
performance data used to improve Seller's performance. Metric collection,
analysis and reporting should be conducted on a continual basis. Both file
performance and in-process data shall be utilized.
All information, including, but is not limited to, plans, procedures
and results, in Seller's QIP shall be made available for monthly review.
EXHIBIT H ATTACHMENT H-1
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
APPENDIX A
QUALITY, RELIABILITY AND ENGINEERING SPECIFICATIONS
Seller shall be expected to comply with the most current issue of the documents
below that apply.
"TL 9000 Quality Management System - Requirements Handbook, Release 3.0 and TL
9000 Quality Management System Measurements, Release 3.0"
Copies may be ordered through the American Society for Quality by calling (800)
000-0000. Additional information on TL 9000 may be found on the QUEST Forum web
site at xxx.xxxxxxxxxx.xxx.
Information and ordering instructions for the technical references below may be
obtained by contacting Telcordia Technologies at the following number:
0-000-000-0000 (current charges apply).
*
TECHNICAL REFERENCES
--------------------
Number Date Title
TL 9000 3/01 TL 9000 Quality Management System - Requirements Handbook, Release 3.0
TL 9000 3/01 TL 9000 Quality Management System Measurements Handbook, Release 3.0
GR-63 10/95 Network Equipment - Building System (NEBS) Requirements: Physical Protection
GR-78 09/97 Generic Requirements for the Physical Design and Manufacture of Telecommunications
Products and Equipment
GR-209 09/98 Requirements for Product Change Notices
GR-230 12/97 Requirements for Engineering Complaints
GR-282 Rev 1 Software Reliability And Quality Acceptance Criteria (SRQAC), A Module Of RQGR,
12/97 FR-796
GR-383 10/00 COMMON LANGUAGE(R) Equipment Codes (CLEITM Codes) - Generic Requirements for Bar Code
Labels
GR-485 02/01 Common Language(R) Equipment Codes (CLEITM Codes)- Generic Requirements for Processes
and Guidelines
GR-929 12/00 Reliability and Quality Measurements for Telecommunications Systems RQMS-Wire
line), A Module of RQMS, FR-929 and RQGR, FR-796
GR-1089 12/97 Electromagnetic Compatibility and Electrical Safety Generic Criteria for Network
Telecommunications Equipment
GR-1315 12/97 In-Process Quality Metrics (IPQM)
GR-1421 06/96 Generic Requirements for ESD Protective Circuit Packet Containers
SR-NWT-2759 01/95 A View of Packaging, Palletization and Marking Requirements
SR-332 05/01 Reliability Prediction Procedure for Electronic Equipment
TR-NWT-000357 10/93 Generic Requirements for Assuring Reliability of Components Used in
Telecommunications Equipment
TR-NWT-000418 12/97 Generic Reliability Assurance Requirements For Fiber Optic Transport Systems A
Module Of RQGR, FR-796
Replaced; (Now)
GR-418
TR-NWT-000840 06/00 Supplier Support Generic Requirements (SSGR), A Module of LSSGR, FR-64; OTGR,
FR-439; and TSGR, FR-440
Replaced; (Now)
GR-840
TR-NWT-000870 02/91 Electrostatic Discharge Control in the Manufacture of Telecommunications Equipment
EXHIBIT H ATTACHMENT H-1
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
EXHIBIT H
ATTACHMENT H-2
TL 9000 REQUIREMENTS
(REPRESENTATION AND WARRANTY LANGUAGE)
QUALITY SYSTEM WARRANTY:
A. TL 9000 REPRESENTATION AND WARRANTY
1. As used in this Section, the term:
(a) "TL 9000 Registration" is a certification of TL 9000 Compliance and
indicates the successful completion of a Registration Audit by
a TL 9000 Registrar, including the receipt of a TL 9000
Certificate. TL 9000 Registration (i) may apply to the quality
management system for Hardware, Software, Services, and/or
Documentation or any combination thereof and (ii) may cover an
entire company, a business unit, facility or a limited,
defined product line as mutually agreed by Seller and the
Registrar. The scope of TL 9000 Registration will be clearly
defined within the TL 9000 Certificate. TL 9000 Registration
lasts for 3 years, covers 100% of the scope of the entity
being registered (i.e., company, organizational unit, facility
or limited, defined product line) and the TL 9000Quality
Management System Requirements.
(b) "TL 9000 Certificate" defines the scope of TL 9000
Registration and certifies that Seller's applicable quality
management system is TL 9000 Compliant and has successfully
completed a TL 9000 Registration Audit by a TL 9000 Registrar.
(c) "TL 9000 Registration Audit" means a planned, independent and
documented assessment of a Seller's quality management system
that is performed by a TL 9000 Registrar to determine TL 9000
Compliance of such system.
(d) "TL 9000 Registrar" means an organization that meets the
requirements established by the Quality Excellence for
Suppliers of Telecommunications Leadership Forum ("QuEST
Forum") and affirmed by the accreditation body for the purpose
of administering the TL 9000 Registration process. Registrars
perform TL 9000 Registration Audits under a contractual
arrangement with the Seller (the "Registration Contract").
Registrars are responsible for verifying that a contracting
Seller has implemented a quality management system that
complies with TL 9000 Requirements for as long as the
Registration Contract is in effect.
(e) "TL 9000 Quality Management System Requirements," referred to
herein as "TL 9000 Requirements," mean the telecommunications
quality system requirements that are common to the design,
development, production, delivery,
EXHIBIT H ATTACHMENT H-2
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
installation and maintenance of hardware, software and/or
services established by the QuEST Forum. In addition to common
quality requirements, the QuEST Forum has also established
separate quality system requirements that are specific to
hardware, software and services, respectively, as part of the
TL 9000 Requirements. TL Requirements also include such
Requirements as updated or amended from time to time by the
QuEST Forum.
(f) "TL 9000 Compliant" or "TL 9000 Compliance" means that
Seller's applicable quality management system fully meets the
TL 9000 Requirements as documented by the receipt of either:
(i) TL 9000 Certificate; or (ii)TL 9000 Compliance Statement
as such terms are defined herein.
(g) "TL 9000 Compliance Statement" is an affirmative indication in
writing that Seller's quality management system has met the TL
9000 Requirements from any quality auditor who is independent
of Seller, is certified to perform TL 9000 audits and is not a
TL 9000 Registrar ("Quality Auditor").
(h) "TL 9000 Product Category Table" means the auditable TL 9000
Requirements (which are referred to herein as the TL 9000
Quality System Measurements) as published in TL 9000 Quality
Management System - Measurements Handbook by the QuEST Forum.
*
2. (a) Seller represents, warrants and agrees that within one
year from execution of this Agreement, or sooner if possible,
it will use commercially reasonable efforts to ensure that the
processes it utilizes to produce Hardware, Software, Services,
and/or Documentation or any combination thereof under this
Agreement will be under quality management system(s) that
shall have undergone TL 9000 Registration. Seller shall
maintain its TL 9000 Registration for the term of this
Agreement. Seller shall provide Customer written documentation
of its TL 9000 Registration, consisting of copies of Seller's
TL 9000 Certificate(s) within thirty (30) days from the date
of issuance of such written documentation of TL 9000
Registration.
(b) If Seller has not provided documented evidence of its TL
9000 Registration, i.e., the TL 9000 Certificate, within one
year, or sooner if possible, from the execution of this
Agreement, then, Seller shall provide Customer upon Customer's
request and at no additional charge, the following for each of
Seller's quality management systems described above that have
not achieved TL 9000 Registration:
EXHIBIT H ATTACHMENT H-2
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
o A TL 9000 quality plan that conforms to the most current
versions of (i) the TL 9000 Requirements and (ii) the TL 9000
Quality System Measurements.
o The elements to be detailed in such quality plan shall include
(at minimum): (i) a schedule for achieving TL 9000
Registration; and (ii) designation of Seller's quality
representative and of the Seller senior executive with quality
responsibility.
(c) Seller shall provide Customer upon Customer's request or on the reporting
basis stated herein and at no additional charge, the following
information for each of Seller's quality management systems described
above whether such systems have achieved TL 9000 Registration or not:
(i) TL 9000 Registration Audit results, if any;
(ii) Quality management system review goals and objectives on an annual
basis; and
(iii) the TL 9000 Registration Audit results for any
business unit that has achieved TL 9000 Registration and received the
TL 9000 Certificate.
(d) Prior to achievement of TL 9000 Registration, Customer and Seller will
mutually agree on the format for delivery of quality performance
measurements. Seller shall provide Customer with these measurements for
each of Seller's quality management systems described above, which shall
be submitted on a quarterly basis (within 20 working days after the end
of each quarter
(e) After the achievement of TL 9000 Registration, Seller shall provide
Customer with quality performance measurements for each of Seller's
quality management systems described above. These measurements shall be
submitted on a quarterly
basis in conformance with the TL 9000 Quality System Measurements,
including the TL 9000 Product Category Table, as required by TL 9000
Registration.
3. If Seller allows its TL 9000 Registration to lapse or if Seller is not
compliant with the most current TL 9000 Requirements, Seller agrees to allow
Customer or Customer's agent to conduct periodic on-site reviews at Seller's
Hardware production/Software development facility(s) to verify compliance with
TL 9000 Requirements or any such other industry-wide quality requirements that
replaced TL 9000. Seller also agrees to develop corrective action plans for any
of its quality systems that fail to comply with TL 9000 Requirements, or any
such other industry-wide quality requirements that replaced TL 9000, that may be
detected during these periodic on-site reviews, and submit such plans in writing
to the Customer or Customer's agent for Customer's agreement within thirty (30)
days after any such on-site review. Further, Xxxxxx agrees to implement these
corrective action plans within a time frame as agreed to by Customer within such
corrective action plan.
EXHIBIT H ATTACHMENT H-2
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
B. ORDER OF PRECEDENCE
In the event of conflict between the TL 9000 Representation and
Warranty and any corresponding term of this Agreement, the terms of TL
9000 Representation and Warranty will take precedence.
C. SUBCONTRACTORS
Seller represents, warrants and agrees that within 180 days from
execution of this Agreement, or sooner if possible, it will use
commercially reasonable efforts to ensure that the processes utilized
by each of its subcontractors, if any, to produce component part(s) of
the Hardware, Software, Services, and/or Documentation or any
combination thereof provided under this Agreement will all be under
quality management systems that are mutually agreeable to the parties.
Seller shall monitor and audit such quality management systems and
share the results of such monitoring and auditing with Customer on a
quarterly basis to the extent such reporting would be allowed by the
applicable subcontracts and in a format and on a reporting basis as are
mutually agreed to by the parties.
At such time that the TL 9000 Requirements for subcontractors have been
established, Seller shall assure that each of its subcontractors that
produce component part(s) of the Hardware, Software, Services, and/or
Documentation or any combination thereof provided under this Agreement
is performing under a quality management system that is TL 9000
Compliant and shall provide to Customer on a quarterly basis: (1) such
measurements regarding the quality systems of subcontractors as is
mandated by the TL 9000 Requirements; (2) an identification of key
subcontractors, their respective TL 9000 Compliance status and schedule
for achieving TL 9000 Compliance; and (3) the designation of Seller's
subcontractors' quality representative.
D. TERM OF TL 9000 REPRESENTATIONS AND WARRANTIES
The representations, warranties and remedies set forth in this Section:
(a) shall be in effect for the Term of this Agreement; and (b) are in
addition to any other rights or remedies available to Customer under
this Agreement or otherwise at law or equity. Notwithstanding anything
to the contrary herein, the TL 9000 Registration Audit results, any
information required to be disclosed under this Section, and the TL
9000 Certificate provided by Seller under this Section shall not be
deemed proprietary to Seller.
EXHIBIT H ATTACHMENT H-2
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
EXHIBIT I
PERFORMANCE COMPENSATION PAYMENTS PRODUCT AVAILABILITY AND
PERFORMANCE REMEDIES
*
EXHIBIT I
NOTICE
CONFIDENTIAL - Not for use or disclosure outside of Verizon
except with Xxxxxxx's written permission
EXHIBIT J
BILLING VERIFICATION & AUTHORIZATION FOR PAYMENT PROCESS (BVAPP)
NOT APPLICABLE
EXHIBITS 10
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon
except by written agreement
EXHIBIT K
ATTACHMENT K-1 STANDARDIZATION VERIZON EAST
ATTACHMENT K-2 STANDARDIZATION VERIZON WEST
*
EXHIBITS 11
NOTICE
CONFIDENTIAL - Not for use or disclosure outside Verizon
except with Xxxxxxx's written permission
