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EXHIBIT 10.1
XXXXX ENTERPRISES, INCORPORATED
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT is entered into as of the ____ day of April, 1996 between
XXXXX ENTERPRISES, INCORPORATED, a corporation organized under the laws of the
state of North Carolina (the "Support Vendor") and NETCOM ON-LINE COMMUNICATION
SERVICES, INC., a corporation organized under the laws of the state of Delaware
(the "Client").
WHEREAS the Client has licensed certain software to its customers (the "End
Users") to whom it desires to provide support; and
WHEREAS the Support Vendor is hereby being contracted to provide such support on
the Client's behalf;
NOW, THEREFORE, the parties agree as follows:
1. SUPPORT VENDOR SERVICES: The Support Vendor agrees to provide services as set
forth in Exhibit A. Such services shall commence on the Activation Date. The
Client shall have a right to inspect the Support Vendor's facility at any time.
2. SUPPORT VENDOR LICENSE: The Client hereby licenses to the Support Vendor the
right to utilize the Applicable Products as provided in its standard End User
license and as reasonably necessary to provide the services contemplated by this
Agreement for the term of this Agreement.
3. PAYMENT: The Client agrees to pay all fees set forth in Exhibit C.
4. WARRANTY/INDEMNIFICATION: Support Vendor warrants that it will provide the
services to be provided pursuant to this Agreement in a professional manner, and
in accordance with the service standards set forth in this Agreement including,
but not limited, to the standards set forth in Support Vendor's Proposal to
Client dated February 23, 1996, attached hereto as Exhibit F. Support Vendor
does not warrant that it will be able to meet or resolve any or all errors,
questions, or requests. All services are provided "AS IS" WITH NO OTHER
WARRANTIES, EXPRESS OR IMPLIED. SUPPORT VENDOR EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUPPORT VENDOR SHALL NOT BE
LIABLE TO EITHER THE END-USER OR THE CLIENT FOR ANY DIRECT, INDIRECT, SPECIAL,
CONSEQUENTIAL, OR OTHER DAMAGES OR LOSS OF PROFITS RESULTING FROM OR RELATED TO
ANY SERVICES PERFORMED BY SUPPORT VENDOR, INCLUDING, BUT NOT LIMITED TO, ANY
LOSS OF DATA OR SOFTWARE, OR INABILITY OF SUPPORT VENDOR TO ADDRESS OR RESOLVE
ANY QUESTIONS, ERRORS, MALFUNCTIONS, OR DEFECTS.
5. LIABILITY LIMITATION: In the event of any Support Vendor liability arising
from this Agreement or its services, the cumulative monetary liability of
Support Vendor to any person, including any cause of action sounding in
contract, tort, or strict liability, excepting only those items specified below,
shall not exceed the total payments made by Client to Support Vendor pursuant to
this Agreement. This limitation of liability is intended to apply unless breach
of contract is proven to be willful, or to involve criminal conduct or gross
negligence.
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6. TERM: Subject to the provisions of Section 8 of this Agreement, this
Agreement shall exist for an initial term of one year from the Activation Date
listed in Exhibit A. After the initial one-year term, this Agreement shall
automatically continue in full force and effect until canceled by either party
as provided below.
7. DEFAULT: A default shall occur upon any of the following events: 1) except
for payment as set forth in section 3, upon a party's failure to perform any
term, condition, or obligation of this Agreement if such failure shall continue
for fifteen days after written notice of such default is received by the
defaulting party; ii) immediately upon any failure to make payment as specified
in section 3; iii) if either party is subject to a voluntary or involuntary
liquidation, dissolution, receivership, bankruptcy, insolvency, assignment for
the benefit of creditors, or other similar situation or proceedings tending to
affect that party's ability to conduct its business.
8. TERMINATION: Except for a default, either party may terminate this Agreement
upon ninety days written notice. In the event of Client's request to terminate
this Agreement twelve months or less from Activation Date, other than on account
of a default by Support Vendor, a Termination Fee as noted in Exhibit C will
apply. At or after the end of the initial one year term this Agreement may be
terminated upon thirty days written notice to the other. In the event of a
default, the non-defaulting party may terminate this agreement immediately upon
notice to the defaulting party. Upon termination of this Agreement, Support
Vendor agrees to return or destroy all Applicable Product(s) as Client may
specify.
9. NOTICES: Any notices required or permitted under this Agreement shall be
deemed given five days after the deposit with the U.S. Postal Service as
certified mail, return receipt requested, postage prepaid; or courier service
and addressed as follows (or as subsequently noticed to the other party):
Support Vendor:
Xxxxx Enterprises, Incorporated
Customer Support Center
0000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
and
Xxxxx Enterprises, Incorporated
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Client:
NETCOM On-Line Communication
Services, Inc.
0000 Xxxxx Xxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxx
10. PROPRIETARY RIGHTS: Each party acknowledges that the other exclusively owns
certain trademark, copyright, and other proprietary rights. Each party agrees
that it shall not use such rights without the written permission of the other
unless reasonably necessary for efficient performance under this Agreement.
Client agrees to indemnify, hold harmless, and defend the Support Vendor against
any claims asserted against it that any Applicable Product infringes any patent,
copyright, trade secret, or other proprietary right. Support Vendor agrees to
indemnify, hold harmless and defend Client against all claims asserted against
it that any product used by Support Vendor in providing services pursuant to
this Agreement (other than Applicable Products) infringes any patent, copyright,
trade secret, or other proprietary right. The indemnification obligations of
both Support Vendor and Client shall survive any termination of this Agreement.
11. CONFIDENTIAL INFORMATION: The Support Vendor acknowledges that certain
information entrusted to it by the Client may constitute trade secret
information. The Support Vendor agrees to hold confidential all such information
for the Client's benefit and agrees to return such information upon any
termination of this Agreement. All staff of Support Vendor shall sign
appropriate agreements to protect the confidentiality of any trade secrets of
the Client. In order to adequately inform Support Vendor and its staff what
information the Client considers
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confidential, the Client agrees to include on such documents the conspicuous
notation "confidential" upon any delivery. The obligations not to use the
Client's proprietary rights and to hold trade secret information confidential
shall remain in effect and shall survive any termination of this Agreement.
12. FORCE MAJEURE: Either party shall be excused from delays in performing or
from its failure to perform hereunder to the extent that such delays or failures
result from causes beyond the reasonable control of such party, including, but
not limited to, fire, flood, interruption in utility service, strikes, acts of
God or public enemy.
13. NO PARTNERSHIP: The Support Vendor acknowledges that, in furnishing services
to Client, it is acting as an independent contractor. In no way shall Support
Vendor be construed or hold itself out as an agent of or in partnership with the
Client.
14. NO ASSIGNMENT: Neither this Agreement nor any terms hereunder shall be
assignable by either party without the other party's written consent, except
that Client shall be entitled to assign this Agreement to anyone who purchases
all or substantially all of Client's business.
15. APPLICABLE LAW: This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado or federal law to the extent
applicable; all parties hereby submit to jurisdiction and venue in Colorado or
in federal court in Colorado if mandated.
16. ARBITRATION: Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by binding arbitration
pursuant to the then current rules of the American Arbitration Association or as
otherwise provided by a decision of a majority of the arbitrators, and both
parties hereby submit to such arbitration in Colorado. In the event either party
institutes litigation or arbitration involving this Agreement, the prevailing
party shall be entitled to recover its reasonable attorney fees and costs
incurred.
17. SEVERABILITY: In the event any provision of this Agreement is found to be
unenforceable, void, invalid, or to be unreasonable in scope, such provision
shall be modified to the extent necessary to make it enforceable, and as so
modified, this Agreement shall remain in full force and effect. Failure to
exercise any rights contained in this Agreement shall not be construed a waiver
of such rights or of any default hereunder.
18. ENTIRE AGREEMENT: This Agreement and the exhibits annexed hereto constitute
the entire Agreement between the parties, and there are no understandings or
terms relative to this Agreement other than those which are expressed herein. No
modification, waiver, addition, or change of this Agreement shall be valid
unless in writing signed by both parties.
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ENTERED INTO as of the day referenced above.
CLIENT SUPPORT VENDOR
NETCOM ON-LINE COMMUNICATION SERVICES, INC. XXXXX ENTERPRISES, INCORPORATED
Signature: /s/ [signature illegible]
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Name:
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Title:
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Date:
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Attest:
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EXHIBIT A
SUPPORT AND STANDARDS
GENERAL STANDARDS:
All support shall be provided through direct End User dialed telephone access to
and/or calls transferred from Client's telephone system to Support Vendor's
telephone system answered either in person by a member of the Support Vendor's
staff or (if elected by Client) electronically with voice messaging. End User
demographic information will be collected as required. "Installation" refers to
the capability to assist End Users in the initial installation in order to allow
the Applicable Product to be run by the End User. "Setup" refers to the
capability to configure the Applicable Product for convenient use on or with
particular hardware by telephone consultation. Due to the varied nature of
problems possible, it is understood that the term "Answer Time" does not
guarantee a solution within such times; the Support Vendor shall, however,
provide highest priority to outstanding questions on a first-come, first-served
basis.
ACTIVATION DATE
April 3, 1996
TECHNICAL EXPERTISE
Support Vendor shall have baseline skills in Windows, Internet, UNIX, and modem
trouble-shooting. Client will provide Support Vendor with a training plan and
subsequent training documents to establish the knowledge and competency
requirements for technical support calls for the Applicable Products.
TIME AND DAYS OF AVAILABILITY
Weekdays and weekends (except designated Holidays) from 8 a.m. to 8 p.m. PST or
PDT as in effect. This schedule may be changed upon mutual agreement of both
parties.
HOLIDAYS
Support shall not be required on the following days unless Client gives Support
Vendor 14 days written notice:
New Year's Day
President's Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day
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APPLICABLE PRODUCTS; OTHER PRODUCTS SUPPORTED
Unless otherwise specified, all support is to be provided in both the Windows
3.x and Windows 95 environments.
Applicable Products:
Netcruiser - all versions
Other Support (as indicated):
Netscape Personal Edition 2.x - all aspects
[Note: without Client's prior written consent, Support Vendor may
not contact, and may not refer any End User directly to, Netscape
for problem resolution.]
Microsoft Windows 95 Dialer - assist End Users with configuration
necessary to enable access and connectivity to a NETCOM POP.
Shiva Dialer - assist End Users with configuration necessary to
enable access and connectivity to a NETCOM POP.
Modem Configuration Strings (any modem which supports the Xxxxx
command set) - assist End Users with modem configuration necessary
to enable access and connectivity to a NETCOM POP.
Quarterdeck Internet Suite - assist End Users in the following
areas:
Installation
Setup
Registration
Third Party Winsock Applications - limited assistance to End Users
using third party Winsock applications, such as e-mail and news
clients, by providing the NETCOM addressed information necessary for
the applications to contact and interact with the NETCOM mail and
news servers.
And any other client product an/or service as mutually agreed upon by the
parties.
SUPPORT VENDOR CONFIGURATION REQUIRED
Support Vendor will provide a basic configuration for each support
representative workstation. Each work area will have a computer (PC), configured
to accommodate the call tracking system and support requirements for each
Applicable Product. MS Windows 3.1 or Windows 95, MS Windows X-Windows Emulator
(such as Hummingbird Exceed), Telnet Session Software, Unique IP Address,
individual 28.8 kbs modem on every PC, and 486DX2 66 MHz minimum with 512 MB
Hard-drive and 16K RAM for each support team member's workstation. Additionally,
a lab will be set up to allow support representative access to a variety of
modems for troubleshooting.
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FACILITIES
Support Vendor will provide the necessary facilities to provide work areas for
each support representative, offices for management, and team leaders for this
program, and training and conference areas.
FURNITURE, SUPPLIES, MISCELLANEOUS
Support Vendor will provide all the necessary furniture and supplies to this
program. Support Vendor will provide the telephones, headsets, wiring, and
installation for this program.
CALL DISTRIBUTION
Support Vendor will provide an AT&T Definity System ACD, VRU, and call
management software to route calls intelligently to the appropriate Client
team/representative. The system will also provide call metrics information as
defined in Exhibit D, Project Reporting. Support Vendor will pay for integrated
CSU's and DS1 cards at Support Vendor's site to connect voice T1 lines to
Support Vendor's PBX.
STAFFING
If hourly fee per support representative is to be charged as noted in Exhibit C,
Support Vendor and Client to agree on staffing requirements to meet forecast
call volumes and service level requirements. In the event of per minute or per
call pricing, Support Vendor to determine appropriate staffing model to meet
Client's service level requirements.
Changes in staffing not to exceed ten percent (10%) on a weekly basis, unless
Support Vendor has sufficient lead time to add, train, or transition staff (if
call volumes decline).
CALL TRACKING/DATABASE MAINTENANCE
If requested, Support Vendor will work with Client to allow Client-designated
support personnel access to Client-developed call tracking application and
Client database. Support Vendor will develop, maintain, and revise such
application at the rates noted in Exhibit C. Maintenance is estimated at 25 to
30 hours per month. Support Vendor will provide diagnostics, systems
troubleshooting, and data communications tasks as required for Client at the
rates noted in Exhibit C.
Support Vendor will absorb the cost of additional server equipment at Support
Vendor's site for the call tracking application and End User database. Client's
access and usage of Support Vendor's call tracking application will be licensed
under Support Vendor's current site license for Sybase usage. Both parties agree
to negotiate new fees and responsibilities if any of the following occurs: 1) if
the number of Client representatives remotely accessing this application exceeds
Support Vendor's site license agreement, 2) additional servers, routers and
related hardware to support Client at Support Vendor site are required in order
to support
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more than 50 concurrent users, 3) the need for this application is greater than
one-year, or 4) this Agreement is terminated but the Client continues usage of
Support Vendor's call tracking application.
TAXES AND INSURANCE
Support Vendor will be responsible for providing and paying all appropriate
business taxes and providing necessary insurance for the business. Such
insurance coverage includes Worker's Compensation, General Liability,
Professional Liability errors and omissions, and Automobile Liability.
Acceptance/Modification by the Parties
Client Support Vendor
Signature: /s/ [signature illegible]
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Title:
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Date:
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EXHIBIT B
TRAINING
PRODUCT/SERVICES
Technical support calls on Applicable Products.
NUMBER OF SUPPORT VENDOR PERSONNEL TO BE TRAINED
To be determined by Support Vendor.
PLACE OF TRAINING
Greeley, CO
DATES OF TRAINING
March 18 - March 29, 1996
TOPICS TO BE COVERED
Refer to the Client training plan, attached hereto as Exhibit G. Support Vendor
will provide general call handling, systems and process training to its staff.
Support Vendor will work with Client to develop the implementation training
program and ongoing training for the period of this Agreement.
Client will provide initial training to Support Vendor at no cost for the
Applicable Product training. Support Vendor will assign a support representative
for the duration of the initial training to be a trainer for subsequent classes.
Acceptance/Modification by the Parties
Client Support Vendor
Signature: /s/ [signature illegible]
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Title:
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Date:
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EXHIBIT C
FEE SCHEDULE
EXPENSES TO BE INVOICED
For any support representative training at Client location, Client will
reimburse Support Vendor personnel for reasonable travel costs, to include
airfare, hotel, meals/per diem, and car rental.
TRAINING FEES
If initial training period for a support representative exceeds 80 hours, Client
will be billed $20.00 per hour per support representative in excess of 80 hours.
TELECOMMUNICATION CHARGES
Client will be rebilled actual cost of Support Vendor's long distance charges to
call back End Users. Call back procedure will be reviewed by Support Vendor and
Client 15 days after Activation Date.
Client will be rebilled analog line installation fees, monthly service charges,
and actual cost of Support Vendor's long distance charges on analog modem lines
used by support representatives to trouble-shoot End-User problems.
TRANSACTION FEES
A transaction is defined as the End User request, which may include incoming
telephone call, facsimile, letter, and/or electronic support message. These fees
will be calculated on a per minute or hourly basis as noted below:
Fee Method Standard Fee Extended Hours Fee Holiday Fee
Elected by Client 8 a.m. - 8 p.m. 8 p.m. - 8 a.m.
Monday - Friday Monday - Friday,
all day Saturday and
Sunday
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Method I $.74 per call minute $.81 per call minute $1.11 per call minute
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Method II $23.50 per hour $25.85 per hour $35.25 per hour
per representative per representative per representative
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For the first ninety days after the Activation Date, Client shall pay for
support services per Method I above. Thereafter, Client may continue to pay in
accordance with Method I, or Client may elect to switch to Method II. If Client
elects to switch to Method II, such election shall be irrevocable for the term
of this Agreement, unless Client and Support Vendor shall otherwise agree.
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SYSTEM FEES
Call tracking development, database implementation, and knowledgebase conversion
will have no charge for up to 120 hours of development and implementation tasks.
If additional hours beyond 120 hours are required, then the rate of $80.00 per
hour will be charged.
If Client elects to utilize Support Vendor developed call tracking application,
then the rate of $40.00 per hours, ($60.00 for holidays), will be charged for
Client database maintenance, diagnostics, systems trouble-shooting, and data
communication maintenance tasks.
TERMINATION FEE
In the event of termination of this Agreement, other than on account of a
default by Support Vendor, prior to completion of the initial 12 month term,
Support Vendor will charge Client a $50,000.00 fee to recover implementation
costs such as management overhead, systems and telecommunications equipment
costs.
CLIENT BILLING CONTACT
Xxxxx Xxxxx
BILLING POLICY
All fees will be based upon Support Vendor reports and documentation which will
be sent to Client Billing Contact monthly or as needed to verify billing
charges. The Client agrees to pay all fees for its services monthly upon
invoicing by the thirtieth (30th) day following invoicing. Any amounts not paid
by the date due shall bear interest at the rate of one and one-half percent
(1.5%) per month, eighteen percent (18%) per year from the due date. The Client
understands that the prompt payment of amounts due is a material term of this
Agreement, thus the Client agrees that the Support Vendor may, without breach,
suspend immediately any provision of services in the event timely payment is not
made, provided that the Client does not, in good faith, dispute the amount of
fees stated by the Support Vendor to be due and payable. The Client agrees to be
responsible for and to reimburse the Support Vendor upon invoicing for any
federal, state, county, or local sales or use or other such taxes levied as a
result of the services rendered.
Acceptance/Modification by the Parties
Client Support Vendor
Signature: /s/ [signature illegible]
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Title:
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Date:
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EXHIBIT D
PERFORMANCE MEASUREMENTS AND PROJECT REPORTING
TARGET PERFORMANCE MEASURES
Performance metrics will be reviewed weekly and reported to Client as noted
below. Metrics will be re-evaluated by Client at 90 days for reasonableness.
SERVICE LEVELS
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PERFORMANCE MEASURE TARGET METRIC
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AVERAGE DAILY TALK TIME 10 minutes
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AVERAGE ABANDONMENT RATE less than 10%
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FIRST CALL RESOLUTION TBD
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PERCENT ESCALATED(1) less than 10%
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AVERAGE WAIT (ANSWER) TIME 85% within four minutes
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END USER SATISFACTION(2) 4.0/5.0 survey average
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(1)ESCALATION
The Support Vendor will escalate calls to Client based upon procedures to be
provided by Client to Support Vendor and agreed upon by Support Vendor. Calls
that exceed a twenty (20) minute talk time will be escalated to Client.
(2)END USER SATISFACTION
Support Vendor will perform call monitoring and other quality assurance
procedures to ensure End User satisfaction. In addition, the same quality
assurance process in use by the Client will be used by the Support Vendor.
Client will provide quality assurance procedures. Client and Support Vendor will
agree upon a survey to be used to measure End User satisfaction.
ADDITIONAL SERVICE METRICS
Forty-five (45) days after handling the first End User call, Support Vendor will
achieve the End User satisfaction level of 4.0.
If Support Vendor is charging Client an hourly fee, then the initial standard of
a minimum of 25 calls handled per day per support representative (team average)
will apply for all full-time Support Vendor representatives scheduled on
Client's account. This minimum will increase to 30 calls per day average per
representative after a 90 day support period.
REPORTING/MIS
Support Vendor will provide basic call tracking information and call history to
Client, including End User data, problem/resolution, and call codes. Such data
will be supplied electronically on a weekly basis, and summarized monthly, to be
included in the billing. Support Vendor and Client will electronically exchange
data from their respective systems nightly.
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PROJECT REPORTING
The following data will be reported to Client:
Call statistics:
Average speed of answer
Average hold time
Calls offered
Calls answered
First contact resolution percentage
Average call duration Average
number of representatives staffed
Abandonment rate
Call tracking data:
End User information (if required)
Call problem and resolution
Call types
And other data and measurements as required by Client.
MANAGEMENT REPORTING
Support Vendor's designated manager for this program is Xxxxx Xxxx. A Project
Leader will be assigned as a daily contact. Support Vendor will establish (as
requested by Client) regular written reports, telephone conference calls,
in-person meetings, and formal reviews for the purposes of discussing
performance, End User satisfaction, and other information necessary for Support
Vendor to meet the requirements of this Agreement. At a minimum, a monthly
meeting will be held throughout the period of this Agreement. Each party is
responsible for its own travel expenses for any in-person meetings.
Acceptance/Modification by the Parties
Client Support Vendor
Signature: /s/ [signature illegible]
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Title:
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Date:
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EXHIBIT E
CLIENT RESPONSIBILITIES
FORECAST OF CALL VOLUME
Client and Support Vendor will agree upon a forecast of anticipated call volume
for the first fifteen days from the Activation Date. Thereafter, Client agrees
to provide Support Vendor, on a weekly basis, with a forecast of half hour call
distribution by week; such forecast shall be provided not less than two weeks in
advance of the forecast period. If call volumes stabilize, the frequency of
forecasting this data can be changed upon agreement of Support Vendor and
Client. In the event of Client's inability to forecast this detailed call volume
and daily distribution, the parties will determine a mutually acceptable call
volume forecast.
TARGETED CALL VOLUME
Beginning fifteen days after the Activation Date, Client will endeavor to send
an average of five hundred fifty (550) calls per day to Support Vendor between
the hours of 8:00 a.m. and 8:00 p.m. It is anticipated that the average talk
times will be 10 minutes per call.
TELECOMMUNICATIONS AND DATA COMMUNICATIONS
Client will pay for telecommunications costs to transfer calls to Support
Vendor. Such costs include redirected calls, line (T1) installation fees, and/or
monthly fees for the period of this Agreement, and hardware costs to connect
line at Client site.
Client will reimburse Support Vendor for the cost of analog to digital circuit
pack cards for Support Vendor's PBX to support individual modem lines at the
support representative's work stations. Such cards are unique Client
requirements for this project. Initial purchase cost of these cards to support
the 550 daily call volume is estimated at $15,000.00.
Client will pay for line costs, data communications hardware and software (i.e.
emulation software, routers, DSU's) to allow Client support personnel to remote
access Support Vendor's call tracking application and database.
Client will provide access for Support Vendor representatives to NETCOM service
at no cost to Support Vendor. Client to pay costs of toll calls (if any) from
Support Vendor site to NETCOM Point of Presence.
SOFTWARE
Client will provide Support Vendor Netcruiser software (Applicable Product) to
support this program.
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TECHNICAL REQUIREMENTS
Client will provide Support Vendor with formal reporting, customer service,
and transmission requirements for Support Vendor's call tracking application.
Such requirements will be provided no later than two weeks prior to Activation
Date.
KNOWLEDGEBASE
Client will supply Support Vendor with access to and/or replication of Client's
technical support knowledgebase.
MANAGEMENT REPORTING
Client's designated manager for this support program is Xxxxxxxx Xxxx. Client
agrees to communicate to Support Vendor on a regular basis necessary support
information such as support policy changes. Client may provide initial project
management to assist Support Vendor's operation during the startup of this
program.
Acceptance/Modification by the Parties
Client Support Vendor
Signature: /s/ [signature illegible]
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Title:
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Date:
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EXHIBIT F
PROPOSAL
ATTACHED.
Acceptance/Modification by the Parties
Client Support Vendor
Signature: /s/ [signature illegible]
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Title:
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Date:
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EXHIBIT G
CLIENT TRAINING PLAN
ATTACHED.
Acceptance/Modification by the Parties
Client Support Vendor
Signature: /s/ [signature illegible]
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Title:
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Date:
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