PURCHASE AGREEMENT
THIS AGREEMENT is made as of this 9th day of September, 1998, between
Computer Automation Systems, Inc. a corporation duly organized and existing
under the laws of the State of Texas with its principal office at 0000 X.
Xxxxx Xxxxxxx, Xxxxx 000, Xxxxx, Xxxxx 00000 ("Seller"), and ALCATEL NETWORK
SYSTEMS, INC., a corporation duly organized and existing under the laws of the
State of Delaware with its principal office at 0000 Xxxxx Xxxx Xxxx,
Xxxxxxxxxx, Xxxxx 00000 ("Buyer").
Recital
The parties hereto desire to establish the terms and conditions under
which purchase orders will be released by Buyer on such terms and conditions
as set forth in this Agreement.
Agreement
In consideration of the premises, mutual covenants and agreements
contained herein, the receipt and sufficiency of which are acknowledged, the
parties agree as follows:
1. DEFINITIONS
1.1 For purposes of this Agreement, the term "Buyer" is defined to be
Alcatel Network Systems, Inc. including any of its affiliated
companies.
1.2 For purposes of this Agreement, the term "Seller" is defined to
be Computer Automation Systems, Inc. including any of its
affiliated companies.
1.3 The term "product" as used herein shall refer to those items in
attachment A, a copy of which is attached hereto and incorporated
herein by reference. The product as a system shall meet
performance specifications and milestones as listed in Attachment
I.
2. ISSUANCE OF ORDERS AND TERM
2.1 Commitments to purchase will only be made by individual Purchase
Orders. Seller reserves the right to reject any purchase order
when outside the scope of this agreement.
2.2 Purchase orders will be placed from August 15, 1998 through
November 30, 2000 for delivery from September 1, 1998 through
December 31, 2000.
2.3 Purchase orders already placed for delivery during said period
are also included in any forecast subject to this Agreement.
2.4 If Buyer desires a non-standard product not listed in Attachment
A, Seller and Buyer will negotiate the terms of such sale and
purchase as mutually agreeable to the parties. Seller, however,
reserves the right to reject any orders outside the scope of this
agreement for any reason at any time prior to Seller and Buyer
reaching mutual agreement on the specific terms of such custom
order.
3. CHANGES
3.1 This Agreement may be revised by written amendment only, signed
and acknowledged by duly authorized officers or representatives
of the parties hereto.
3.2 New items may be added to or deleted from Attachment A without
additional amendment to the Purchase Agreement. Any changes that
require a revised Attachment A must be approved by authorized
representatives of the two parties and appropriately dated.
4. PRICING AND PAYMENT
4.1 Prices stated on Attachment A are not-to-exceed prices for all
products ordered for delivery through December 31, 2000. All
prices are stated in U.S. dollars.
4.2 Seller warrants that the prices contained in Attachment A are no
less favorable than those extended to any other customer for the
same or similar article in similar quantities and under similar
terms and conditions.
4.3 All prices are F.O.B. Seller's facility in Plano, Texas.
Products shall be shipped in accordance with routing instructions
as listed in Attachment A. Seller will not insure shipments made
unless specifically requested by Buyer. Buyer shall be invoiced
for the cost of any such insurance.
4.4 All prices do not include Federal Manufacturers and Retailers
excise, state or local sales and/or use taxes, nor any Federal,
state or local taxes of a similar nature. Any such taxes, if
applicable to and payable by Seller in connection with the
performance of this Agreement shall be billed to and paid by
Buyer as separate items on Seller's invoices.
4.5 Terms of payment are net forty-five (45) days after date of
invoice.
5. QUARTERLY MEETINGS
Both parties will use their best efforts to meet and review contract
performance.
6. SUPPLIER PULL AGREEMENT
6.1 Seller and Buyer agree to maintain quality levels and
documentation to support a supplier pull program. Seller and
Buyer further agree to use their best efforts to define and
implement Supplier Pull Shipments.
7. AGREEMENT COORDINATORS
For Seller: For Buyer:
Computer Automation Systems, Inc. Alcatel Network Systems, Inc.
0000 X. Xxxxx Xxxxxxx, Xxx 000 XX Xxx 000000
Xxxxx, Xxxxx 00000 Xxxxxxxxxx, Xxxxx 00000
Attention: Xxx Xxxxxxxxx Attention: Xxxxxxx X. Xxxxx M/S 406-134
8. DISTRIBUTOR AND SUBCONTRACTOR PURCHASES
Seller agrees that if the Buyer chooses to purchase material covered by
Attachment A from a duly authorized distributor, the price in Attachment
A will be used as a basis for establishing pricing to the distributor if
such prices are lower than distributor's normal price.
9. EARLY WARNING
9.1 If Seller intends to change the product specifications, or to
cease manufacturing, and or unwilling to support the product,
then Buyer has the option to execute the lifetime buy or
withdrawing the deposited material from escrow in paragraph 9.4
Seller shall notify Buyer in writing at least twelve (12) months
in advance. Buyer has the right to execute a lifetime buy at
contract pricing. Failure to notify Buyer may be considered as
default by Seller.
9.2 Seller acknowledges its responsibility to stay abreast of new
developments and shall inform Buyer of available substitutes and
developments of the products.
9.3 Seller shall notify Buyer in writing at least three (3) months in
advance of any supply disruption so Buyer can take appropriate
action to meet its requirements; provided however, that Seller
has at lease three (3) months advance knowledge that such supply
disruption is reasonably likely to occur.
9.4 It is agreed that Seller will if required by buyer, prior to
initial deliveries under this Agreement, enter into an Escrow
Agreement which would be acceptable to Buyer and under the
terms
and conditions which have been reviewed and approved by Buyer.
Attachment H to this Agreement is an example of an Escrow
Agreement which would be acceptable to Buyer. Seller will
submit
a detailed list to buyer of the material to be deposited in
escrow for Buyer's review and agreement, prior to submittal to
the Escrow agency. Buyer will be responsible for payment of
escrow fees with a third party escrow company.
10. QUALITY
10.1 Seller shall obtain and maintain Buyer's approval of its
inspection system in accordance with the then current version of
Alcatel Network Systems Specification 8BD 00041 3023 QRZZA titled
"Quality Assurance Requirements of Seller," a copy of which is
attached hereto as Attachment C and Quality Plan dated 8/15/98
Attachment J incorporated herein by reference.
10.2 Seller guarantees the system conformance of Attachment I with
the technical specification of the Part Number(s) referenced on
Attachment A. Seller agrees to promptly replace any products
rejected within sixty (60) days of delivery of such product.
10.3 Seller agrees to provide to Buyer finished product and test
data
if requested for upon initial shipment of prototypes in
accordance with Buyer's Quality Plan Requirements dated
8/15/98 as listed in Attachment J.
11. EDI
Both parties agree to make their best efforts to implement EDI on such basis
and schedule as is mutually agreed upon. The priority sequence of
implementation shall be mutually agreed upon.
12. COUNTRY OF ORIGIN AND PROHIBITION ON RESALE
12.1 Any item specified in Attachment A hereto may be sent to a
foreign location by Buyer for further assembly, or exported as
part of Buyer's end equipment under existing or future trade
agreements. When articles are imported into the U.S. after
further assembly under the Harmonized Tariff
Schedules of the United States (HTSUS), or exported under other
trade agreements the country of origin of the items imported or
exported must be known. Attachment A to this Agreement includes
two (2) columns for certifying country of origin. Each part
number contained in Attachment A must indicate the country of
origin including the city and state where the article is
manufactured in the United States. If the article is foreign, the
name of the foreign country must be designated. In order for a
product to be designated as being of U.S. origin, it must have
been: (a) wholly manufactured in the United States, or (b)
substantially transformed in the United States into a new and
different article by either a process of manufacture or assembly.
Activities such as cleaning, painting, testing, marking, and
sorting are not considered substantial transformations. By
execution of this Agreement, Seller hereby certifies that the
specified country of origin designation in the Attachment A is
accurate and correct as stated.
12.2 Buyer will not sell, resell, offer to sell or resell, lease,
sublease, offer to lease or sublease, license, sub-license,
offer
to license or sub-license, export, re-export, offer to export
or
re-export, or in any way transfer, convey, assign, or offer to
transfer, convey, or assign ownership, title, or possession of
any of the products without compliance with the laws,
ordinances,
rules, and regulations of any appropriate federal, state,
local,
or other government jurisdiction, whether domestic or foreign.
12.3 Buyer agrees not to export or re-export any of the products ,
or
any product thereof, in violation of any export laws or
regulations, or to Afghanistan, the People's Republic of China
or
any Group Q, S, W, Y or Z country as specified in the U.S.
Export
Administration Regulations (as specified from time to time).
13. JUST IN TIME PROCEDURE
The Just In Time (or commonly known as "Supplier Pull") program is an
automated order release mechanism that generates purchase orders based on
pre-determined stocking levels and consumption. Purchase orders are
"triggered" when an inventory level falls below a "Minimum" as set forth in
Attachment A1, a copy of which is attached hereto and incorporated herein by
reference; the purchase order quantity is based upon the difference between
the "Minimum" and the "Maximum" (see Attachment A1). Both parties shall
determine lot sizes and will mutually agree to adjust, as necessary.
Buyer shall procure those products listed on Attachment A which are subject to
the "just in time" procedure and so indicated on Attachment A1. The following
guidelines shall apply to such products, unless the parties indicate
otherwise in writing on a case by case basis:
13.1 In the event of termination of the Agreement for any reason
other
than Seller's breach of contract, Buyer shall purchase from
Seller:
(i) all finished units, up to the agreed upon level set forth in
Attachment A1, if an agreed upon level is established;
(ii) all work in process undertaken by Seller to cover the agreed
upon stock level as set forth in Attachment A1, if applicable; or
the issued Supplier Pull purchase orders; and
(iii) all non-cancelable unique parts ordered by Seller to cover
four (4) weeks' work in process to produce the products pursuant
to a purchase order placed by Buyer; unique parts must be
identified prior to incorporation on a separate attachment.
13.2 If the amount purchased by Buyer decreases for any product by
50%
during a continuous six (6) week period, then:
(i) Seller and Buyer will mutually agree on a reduced
manufacturing plan. The parties will monitor the situation for
any required changes to the plan.
(ii) Seller will maintain the agreed upon stock level of such
product for six (6) months after the expiration of the
aforementioned six (6) week period. After the six (6) month
period, Seller and Buyer will mutually agree upon the disposition
of this stock.
14. FORECASTS
Buyer shall deliver monthly to Seller a forecast of products Buyer foresees
needing on a continuing, medium to long term basis for blanket purchase
orders. The forecasts are intended for planning purposes only and will not be
considered to be binding purchase orders.
15. SOFTWARE and SUPPORT
If Seller licenses software to Buyer which Seller, in its sole discretion,
deems necessary to require the execution of a license agreement prior to such
sale, Seller and Buyer agree to execute such license agreement on terms and
conditions substantially in the form set forth in Attachment D, a copy of
which is attached hereto and incorporated herein by reference. Buyer agrees
to execute and deliver all such additional and further documents as Seller may
require in connection with the license of Seller's software. Buyer has the
right to resell and sub-license the product in Attachment A at no cost and
without any additional obligations or restrictions other than those included
in Attachment D. Seller also agrees this product in Attachment A will require
a level of software and hardware technical support, including but not limited
to, drivers required by Specification referenced in Attachment I. Seller will
provide one (1) year of trouble shooting and bug fixing technical support, as
it relates to the sellers design specifications and feature sets, at no cost
to buyer. Seller shall maintain one primary contact for the Buyer's account
team. Buyer has the right to incorporate customer documentation into it's own
customer documentation. This includes product specifications, illustrations,
and operation and maintenance procedures.
16. CONFIDENTIALITY; ASSIGNMENT OF PRODUCT IMPROVEMENTS
16.1. Refer to the Proprietary Information Agreement, Mutual exchange
signed May 29, 1998 attached hereto and made a part hereof.
16.2. The obligations set forth herein shall expressly survive the
termination or expiration of this Agreement.
17. GOODWILL, TRADE SECRETS, TRADEMARKS, PATENTS, ETC.
Buyer hereby recognizes Seller's absolute right, title, and interest in all
patents, trademarks, trade names, copyrights, designs, software, and all other
proprietary interests incorporated as any part of the products. Buyer will
use its best efforts to protect and enforce Seller's goodwill, trade secrets,
trademarks, patents, trade names, copyrights, and other intellectual property
rights in conducting its business as set forth in Attachment G.
18. PRIVATE LABEL
Buyer may not private label any of Seller's products purchased hereunder,
without the express written consent of Seller. Seller will xxxx and reference
Buyer's part number and serial number to all shelves, racks, and modules if
required by Buyer as set forth in Attachment K.
19. TRAINING
As this is a "purchased part" no training is offered nor required.
20. INCORPORATION BY REFERENCE
The following documents are incorporated as a part of this Agreement, AND THE
PARTIES HERETO AGREE TO BE BOUND BY THE TERMS AND CONDITIONS IN THESE
DOCUMENTS; PROVIDED THAT IN THE CASE OF CONFLICT, THE TERMS OF THIS AGREEMENT
GOVERN:
ATTACHMENT A Products, Pricing and Product Origin Listing
ATTACHMENT Al Just In Time Parameters
ATTACHMENT B Supplier Ship-To-Stock Audit Program (Alcatel
Specification 8BD 00041 5004 QRZZA)
ATTACHMENT C Quality Assurance Requirements of Seller (Alcatel
Network Systems Specification 8BD 00041 3023 QRZZA)
ATTACHMENT D Form of Licensing Agreement
ATTACHMENT E Routing Instructions
ATTACHMENT F Terms & Conditions (Rev. 7-96)
ATTACHMENT G Proprietary Information Agreement - Mutual Exchange
ATTACHMENT H Escrow Agreement
ATTACHMENT I Specifications and Development Milestones
ATTACHMENT J Quality Plan
ATTACHMENT K OEM Enablement Technical Requirements
ATTACHMENT L Product Control Understanding
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed by a duly authorized officer as of the day and year first written
above.
Computer Automation Systems, Inc. ALCATEL NETWORK SYSTEMS, INC.
By:Xxxxxxx X. Xxxxxx 9-29-98 By: Xxxxxxx X. Xxxxx
------------------------- -----------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxx
Title: President Title: Subcontract Administrator, Specialist
COLUMBUS\257810.02
ATTACHMENT A
PURCHASE AGREEMENT NO. 9807-909
PRODUCTS, PRICING AND PRODUCT ORIGIN LISTING
1. Products and Pricing
Country of Origin
Alcatel Mfg ICS Vendor United States Estimated Unit Lead
Part Number Rev Rev P/N Name City/State Annual Qty Price Time JTT
MPS SYSTEM
3AL47880AAAA 01 01 Complete Assembly Plano, TX 80 Units $____ 6 weeks NO
3AL55361AAAA 02 01 Shelf.non-populated Plano,TX (1per system)$____ 6 weeks NO
3AL47878AAAA 02 02 Alarm Board Assmbly Plano,TX (1per system)$____ 6 weeks NO
3AL47876AAAA 01 01 Boot Disk Drive Ass Plano, TX(1per system)$____ 6 weeks NO
3AL47876AAAA 01 01 Data Disk Drive Ass Plano, TX(1per system)$____ 6 weeks NO
3AL47879AAAA 02 02 Fan Assembly Plano, TX (1per system)$____ 6 weeks NO
3AL47877AAAA 01 01 Optical Drive AsmbyPlano, TX (1per system)$____ 6 weeks NO
3AL47875AAAA 01 01 Power Supply AsmblyPlano, TX (1per system)$____ 6 weeks NO
3AL47874AAAA 03 02 CPU System Brd Asmb Plano, TX (1per system)$____ 6 weeks NO
3AL47966AAAA 01 01 Mounting Bracket AssPlano, TX (1per system)$____ 6 weeks NO
3AL47873AAAA 01 01 Air Filter Plano, TX (1per system)$____ 6 weeks NO
Note:
Shelf, 3AL55361AAAA, includes an air filter as part of the assembly.
Comments: The total repair and turn around time by Seller for faulty units
shall not exceed ten (10) business days. If necessary, material will be
exchanged to avoid delays. Seller will provide Buyer's CRG center with
failure analysis information if so requested by Buyer. All part number
labeling and repair process shall be in accordance with Attachment I
Specifications.
[THE PRICES LISTED IN THIS ATTACHMENT ARE DEEMED TO BE CONFIDENTIAL
INFORMATION. THEY HAVE BEEN OMITTED FROM THIS FILING AND HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
ATTACHMENT A1
JIT PARAMETERS (Supplier Pull)
Part Number Unit Price 1 wk usage 4 wk usage min qty max qty lot size
Not applicable at this time
Attachment B Supplier Ship to Stock Audit Program ( Alcatel Specification 8BD
00041 5004 QRZZA)
No longer Applicable
Attachment C Quality Assurance Requirements of Seller (Alcatel Network Systems
Specification (8BD 0041 3023 QRZZA)
THIS DOCUMENT NOT INCLUDED DUE TO NON-MATERIAL INTERNAL PROCEDURES-COPYRIGHTED
Attachment D Form of Licensing Agreement.
Attached is the signed agreement between Buyer and Seller.
Exhibit A PROGRAM/SOFTWARE
Exhibit B DOCUMENTATION
Exhibit C PRODUCTS
Exhibit D Licensee Fees
Exhibit E Maintenance/Support/Training and Fees
Not Applicable at this time.
Attachment E
ALCATEL NETWORK SYSTEMS ROUTING INSTRUCTIONS
see attached
ALCATEL NETWORK SYSTEMS
DOMESTIC INBOUND ROUTING GUIDE
Alcatel has negotiated special discounted transportation rates.
DO NOT DEVIATE FROM ROUTING GUIDE WITHOUT PREAPPROVAL BY
THE COGNIZANT ALCATEL PURCHASING REPRESENTATIVE
Instructions:
1. Must follow routing guide. 6. All shipping docs must have PO# or RA#
listed. (e.g. packing slips, Freight
Noncompliance will result In xxxx xxxx, ship labels)
2. No shrink wrap. 7. Packing slips must indicate correct PO #,
Part and the number of boxes shipped
3. FOB Point of Shipment.
4. Boxes shall not contain multiple8.Ship to address must match address on
orders the PO
5. Boxes are to be marked with the 9. DO NOT INSURE. Alcatel is self insured.
PO#, part # and box # (1 of 2, 2
of 2, etc) 10. See contact list below.
FREIGHT PAYMENT TERMS
Carrier Alcatel Ship to Address Non-Alcatel Ship to Address (Drop Ship)
Eagle 3rdPtybillacct# ALCA12750A 3rd Pty xxxx acct# ALCA12750
Xxxxx 3rd Pty xxxx acct#544922867 3rd Pty xxxx acct# 544509177
FedEx 3rd Pty xxxx acct# 00000-0000-0 3rd Pty xxxx acct# 0000-0000-0
RPS ship freight collect. ship ppd & add
Roadway ship freight collect. 3rd Pty xxxx: Alcatel Network Systems
0000 X. Xxxx Xx. Xxxxxxxxxx Xx. 00000
APPROVED CARRIERS
SURFACE SHIPMENTS
REGIONAL NATIONAL CARRIERS
WEIGHT CARRIERS USA CANADA
1-150 lbs RPS RPS RPS
150+ lbs Xxxxxx Roadway Roadway
* Regional carriers are used within a 500 mile radius.
AIR SHIPMENTS (MUST BE AUTHORIZED BY BUYER OR OTHER ALCATEL AGENT)
USA/CANADA EXCEPTION ORIGINS:
WEIGHT ORIGIN WEIGHT Alaska, Hawaii, Puerto Rico
Letter Fed Ex Letter Federal Express
1-25 lbs Fed Ex 1-10 lbs Federal Express
26-70 lbs Xxxxx 10 + lbs. Xxxxx
170 + lbs Xxxxx/Eagle**
If Xxxxx or Eagle are unable to meet specified delivery requirements Fed Ex
may be used
CONTACT INFORMATION
Carrier Customer Service Contact Telephone e-mail address
Xxxxxx Xxx XxXxxxxx (000)-000-0000 xxxxxxxx.xxx@xxx-xxx.xxx
Eagle USA Xxxx Xxxxxxx 0-000-000-0000 xxxxxxxx@xxxxxxxx.xxx
Xxxxx Worldwide Xxxxx Xxxxx 0-000-000-0000xxx0000 xxxxx.xxxxxx@xxxxxxxxxx.xxx
Federal Express Xxxx Xxxxxxx (000)-000-0000
RPS Xxxx Xxxxxxx 1-800-762-3725 xxxxxxx@xxxx.xxxxxxx.xxx
Roadway Xxxxx-Xxxx Xxxxx 1-80O-665-8374 xxxxxx@xxxxxxx.xxx
Alcatel Contact Telephone e-mail address
Alcatel North America Xxxxx Xxxxxx (000)-000-0000
xxxxx_x_xxxxxx@xxx.xxxxxxx.xxx
Telecom Sector Xxx Xxxxxxx (000)-000-0000 xxx_xxxxxxx@xxx.xxxxxxx.xxx
9/11/98
Attachment F
THIS ORDER IS SUBJECT TO THE FOLLOWING
STANDARD TERMS AND CONDITIONS
1. This order constitutes Buyer's offer to purchase the materials, services
and articles, all of which are herein called "articles," described elsewhere
in this order, in accordance with its provisions which include the provisions
set forth on the face of this order, the provisions attached hereto, and the
provisions incorporated herein by reference.
2. DELIVERY AND SHIPPING INSTRUCTIONS: (a) On date of shipment, send
original xxxx of lading Delivery and, air xxxx or express receipt reflecting
this order number to Buyer's Traffic Department and one copy of Notice of
Shipment to Buyer's Purchasing Department. (b) Do not deliver ahead of
schedule unless authorized by Buyer. Describe shipments in accordance with
the carrier's tariffs to obtain the lowest freight rate. Do not insure or
declare value on shipments beyond F.O.B. point. Title and risk of loss or
damage to the products contained in each shipment shall pass to Buyer upon
delivery thereof to the carrier. When a shipment is subject to freight rates
dependent upon value, annotate the xxxx of lading, airbill or express receipt
to show that the shipment is released at the maximum value which applies to
the lowest rate provided in applicable tariffs. If the value of any one
shipment exceeds $200.00 notify Buyer's Traffic Department by collect wire in
advance of shipment. Consolidate all shipments to be forwarded on one day.
(c) Articles furnished in excess of the quantity specified or in excess of any
allowable coverage will be retained by Buyer at no additional cost, unless
Seller notifies Buyer within 45 days after shipment that it desires the
return thereof. Seller will reimburse Buyer for the full cost or returning
such overshipment or a minimum charge of $50.00 whichever is higher. No
notification will be given to Seller of any overshipment unless the value
thereof exceeds $150.00. (d) Mail original and two duplicate invoices to
Buyer's Accounting Department when articles are shipped. STATE SHIPPING POINT
ON ALL INVOICES. Each case or parcel and accompanying packing list of
contents must show Buyer's order number. If no packing list accompanies the
shipment, Buyer's count will be conclusive on Seller. Seller agrees that from
time to time in connection with this order that Buyer may wish to change the
delivery schedule information stated in this order. In conjunction therewith,
it is understood and agreed that no change shall accelerate the rate of
delivery hereunder without Seller's consent. If any such change in delivery
schedule causes an increase or decrease in the cost of articles ordered
hereunder, said changes shall be governed by the provisions or Article 12,
CHANGES, set forth elsewhere in this order. Articles received more than
fifteen (15) days before schedule may, at Buyer's option, be returned at
Seller's expense, or be accepted and payment therefore, withheld until
schedule date. Notwithstanding the foregoing, if Buyer is in default of any
of its payment obligations to Seller, Seller may, in addition to its other
rights and remedies, defer shipments or deliveries hereunder, except upon
receipt of the purchase price or satisfactory security.
3. PACKAGING AND EXTRAS: No charges will be allowed for transportation,
packaging, packing, or returnable containers unless stated in this order. All
shipments must be packaged and must conform with Buyer's packaging
specification referred to elsewhere in this order, if any, so as to permit
efficient handling and to provide protection in shipment, and if tendered to a
common carrier for delivery, must also conform to the packaging requirements
applicable to such carrier. Damage to any articles resulting from improper
packaging will be charged to Seller. Acceptance of this Purchase Order by the
Seller constitutes a certification that the materials shipped to Buyer are
properly classified, described, packaged, marked and labeled, and are in
proper condition for transportation, according to the applicable regulations
of the Department of Transportation. Acceptance of this Purchase Order by
the Seller constitutes a certification that the inner packaging in which the
materials are shipped to Buyer meets all applicable regulations of the
Department of Transportation as to classification, description, packaging,
marking and labeling.
4. SPECIFICATIONS: All articles ordered to Buyer's or Government
specifications will comply with such specifications current as of the date of
this order unless otherwise specified by Buyer.
5. WARRANTY: Unless otherwise agreed to in writing by the parties, Seller
warrants for a period of twelve (12) months after shipment of the products
that the products will conform to the description this Purchase Order, that
Seller will convey good title to the products free from any security interest
unknown to Buyer, and that the products will be free from defects in material
or workmanship when shipped to Buyer. SELLER MAKES NO WARRANTIES, EXPRESS OR
IMPLIED (INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR
PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT OF ANY PATENT), EXCEPT AS
EXPRESSLY PROVIDED IN THIS PURCHASE ORDER. If the products supplied do not
conform to the limited warranty set forth above, Seller will, at its option,
(1) repair or replace the products which are defective ; provided, however,
that written notice of the defect and its nature is given to Seller as soon as
practical after discovery of the defect, but in no event later than one (1)
year from the date of shipment of products by Seller. Upon request, Buyer
shall return all defective products to Seller for diagnosis. With respect to
any claim made by Buyer, Buyer will allow Seller reasonable time to inspect,
in place, the products and to remove the products for testing and analysis, at
Seller's expense. Buyer will not alter or remove any of the products until
Seller has made such inspection or waived its rights to do so. Seller shall
have no warranty obligations under this Purchase Order for any product which
has been: (i) subjected to misuse, neglect, accident, or abuse not caused by
Seller; (ii) improperly repaired or altered by anyone other than Seller; (iii)
damaged by fire, explosion, external power failure, or any acts of god or
nature; or (iv) used in material violation of the appropriate written
instructions furnished by Seller. The remedy of repair, replacement, or
refund of the purchase price is Buyer's sole and exclusive remedy and will
satisfy all of Seller's liabilities, whether based on contract, negligence,
tort, product liability, strict liability, or otherwise. After the expiration
of any warranty described in this Purchase Order, Seller agrees that, if it
elects to repair damaged products, it will do so at a charge equal to its then
established repair rates for such products and for a period of at least five
years after the termination of the agreement. 6. INSPECTION: All articles
shall be subject to inspection and test at all times and places, including the
period of manufacture, by Buyer and, if this order is replaced under a
Government contract, the Government. If any inspection or test is made on
Seller's premises, Seller, without additional charge, shall provide all
reasonable facilities and assistance for the safety and convenience of Buyer
and Government inspectors. Such inspections and tests shall provide all
reasonable facilities and assistance for the safety and convenience of Buyer's
and Government inspectors. Such inspections and tests shall be performed in
such a manner not unduly to delay the work. All articles are also subject to
final inspection and acceptance at Buyer's plant notwithstanding any payments
or other prior inspections. Such final inspection shall be made within a
reasonable time after delivery.
7. RELEASE OF NEWS INFORMATION AND ADVERTISING: Unless otherwise required
by law or regulatory agency, neither party shall disclose to third parties the
content of this Agreement, in whole or in part, without the prior written
consent of the other party.
8. TERMINATION: Buyer shall have the right to terminate this order or any
part thereof at any time: (a) Without Cause -- in case of termination by
Buyer of all or any part of this order without cause, any termination claim
must be submitted to Buyer within sixty (60) days after the effective date of
termination. The provisions of this subparagraph shall not limit or affect
the right of Buyer to terminate this order for cause and shall not apply to a
termination for cause. (b) For Cause -- if Seller fails to make any delivery
in accordance with the agreed delivery date or schedule or otherwise fails to
observe or comply with any of the other instructions, terms, conditions or
warranties applicable to this order or fails to make progress so as to
endanger performance of this order or in the event of any proceedings by or
against Seller in bankruptcy or insolvency or appointment of a receiver or
trustee or an assignment for the benefit of creditors. Buyer may, in addition
to any other right or remedy provided by this order or by law,
terminate all or any part of this order by telegraphic or other written notice
to Seller without any liability by Buyer to Seller on account thereof. Buyer
may require a financial statement from Seller at any time during the term of
this order for the purpose of determining Seller's financial responsibility.
9. INDEMNITY: (a) Each party hereto agrees to indemnify the other party
against, and to hold it harmless from, any and all damages, costs, and
expenses, including attorney fees, caused to or incurred by such other party
as a result of any and all claims, proceedings, suits, or causes of action
brought or alleged by any third party or parties arising out of the acts or
omissions of such other party or any of its directors, officers, employees,
agents, or subcontractors in connection with this Purchase Order or any
obligations arising hereunder, whether such claims are based on contract,
negligence, tort, strict liability, product liability, or otherwise. The
foregoing indemnity shall remain operative and in full force and effect,
regardless of any termination or expiration of this Purchase Order, and shall
be in addition to any liability which either party hereto may otherwise have
to the other party. (b) Seller hereby indemnifies Buyer, its successors and
assigns against loss, damage, or liability, including costs and expenses,
including attorneys fees, which may be incurred on account of any suit,
claims, judgment or demand involving infringement or alleged infringement
of any patent rights in the manufacture, use or disposition of any articles
supplied by Seller, provided Buyer shall notify Seller or any suit instituted
against it and, to the full extent of its ability to do so, shall permit
Seller to defend the same or make settlement in respect thereof. However,
Seller shall have no liability to Buyer under this section or otherwise for
any such patent infringement, or claim thereof, which is based upon (i) the
use of any product in combination with any other product, device or equipment
not supplied by Seller, (ii) the use of any product for a purpose or
application not intended by Seller, (iii) the furnishing to Buyer of any
information, data, service or applications assistance, or (iv) for Seller's
compliance with Buyer's designs or specifications or (v) any change or
modification to the product made by Buyer. No costs or expenses shall be
incurred for the account of Seller without Seller's written consent. The
foregoing states the entire liability of Seller with regard to patent
infringement of Seller's products. Buyer shall indemnify Seller for any loss,
damage, expense or liability in any suit or proceeding based upon any patent
infringement claim brought against Seller resulting from Seller's compliance
with Buyer's designs or specifications and for any trademark infringement
involving any marking or' branding applied by Seller at the request of Buyer.
(c) Any legal action against Seller for a default of its obligations to Buyer
must be commenced within the applicable statutory period for such action.
10. EXCUSABLE DELAYS: Neither party shall be liable for damages for delay in
delivery arising out of causes beyond its reasonable control and without its
fault or negligence, including, but not limited to, acts of God or of the
public enemy, acts of the Government in either its sovereign or contractual
capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight
embargoes, and unusually severe weather. If the delay is caused by the delay
of a subcontractor or Seller and if such delay arises out of causes beyond the
reasonable control or both Seller and the subcontractor, and without the fault
or negligence of either of them, Seller shall not be liable to Buyer in
damages unless the articles or services to be furnished by the subcontractor
were obtainable from other sources in sufficient time to permit the Seller to
meet the required delivery schedule. Seller will notify Buyer in writing
within ten (10) days after the beginning of any such cause.
11. ASSIGNMENT: Neither party may assign or transfer this Purchase Order or
any rights hereunder without the prior consent of the other party, except for
assignment by Seller to Applied Innovation International Inc. and assignment
of rights to receive payments. The terms and conditions of this order shall
bind any permitted successors and assigns of such parties. Any consent by
either party to assignment shall not be deemed to waive such party's right
to recoupment and/or set off of claims arising out of this or any other
transactions with the other party, its divisions, affiliates or subsidiaries,
or to settle or adjust matters with the other party without notice to
permitted successors and assigns.
12. CHANGES: Buyer may at any time, by a written notice, make changes in the
specifications, designs or drawings, samples or other description to which the
articles are to conform, in methods or shipment and packaging or place of
delivery. If any such change causes an increase or decrease in the cost of,
or the time required for, the performance of any part of the work under this
order, whether changed or not changed by any such order, and equitable
adjustment shall be made in the price or delivery schedule, or both, and this
order modified in writing accordingly. Any claim by Seller for an adjustment
be made in writing within thirty (30) days of the receipt of any such notice;
provided, however, that Buyer may, in its discretion, receive and act upon any
such claim so made at any time prior to final payment under this order.
Nothing in this clause shall excuse Seller from proceeding without delay to
perform this order as changed.
13. INFORMATION: (a) Drawings, data, design, inventions, computer software
and other technical information supplied by Buyer shall remain Buyer's
property and shall be held in confidence by Seller. Such information shall
not be reproduced, used or disclosed to others by Seller without Buyer's prior
written consent, and shall be returned to Buyer upon completion by Seller of
its obligations under this order or upon demand. (b) Except as otherwise
provided in the Purchase Agreement or this Purchase Order, any information
which Seller may disclose to Buyer with respect to the design, manufacture,
sale, or use of the articles covered by this order shall be deemed to have
been disclosed as part of the consideration for this order, and Seller shall
not assert any claim against Buyer by reason of Buyer's use thereof.
14. BUYER'S PROPERTY: (a) All property used by Seller in connection with
this order which is owned, furnished, charged to or paid for by Buyer
including, but not limited to, materials, tools, dies, jogs, molds, patterns,
fixtures, equipment, drawings and other technical information, specifications,
and any replacement thereof, shall be and remain the property of Buyer subject
to removal and inspection by Buyer at any time without cost or expense to
Buyer and Buyer shall have free access to Seller's premises for the purpose of
inspecting or removing such property. All such property shall be identified
and marked as Buyer's property, used only for this order and adequately
insured by Seller at its expense for Buyer's protection. Seller shall assume
liability for and maintain and repair such property and return the same to
Buyer in its original condition, reasonable wear and tear excepted, and when
such property is no longer required hereunder. Seller shall furnish Buyer
with a list thereof and shall comply with any Buyer disposition instructions
applicable thereto. Buyer shall not be obligated to pay any invoices for
tooling until the first article produced therefrom shall have been received
and accepted. Notwithstanding the foregoing, upon written notice to Buyer and
to the extent such use will not interfere with Seller's performance of this or
other orders from Buyer in effect at the xxxx Xxxxxx enters into a direct
contract with the U.S. Government, Seller shall have the right to use Buyer's
property in the manufacture of end times for direct sale to the U.S.
Government to the extent the Government has the right under its prime contract
with Buyer to authorize such use by Seller, provided that, to the extent
practicable, Seller prominently identifies each such end item as being
manufactured by Seller for direct sale to the U.S. Government. (b) Materials,
excluding Government Property, furnished by Buyer on other than a charge basis
in connection with this order shall be deemed to be held by Seller as bailee
thereof. Seller agrees to pay Buyer's replacement cost for all such material
spoiled or otherwise not satisfactorily accounted for over and above 2%
thereof allowable for scrap loss.
15. GRATUITIES: Seller warrants that neither it nor any of its employees,
agents or representatives has offered or given any gratuities to Buyer's
employees, agents or representatives with a view toward securing this order or
securing favorable treatment with respect thereto.
16. UTILIZATION OF SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS,
WOMEN-OWNED SMALL BUSINESS AND LABOR SURPLUS AREA CONCERNS. To support
Government policy as declared by the Congress, and as consistent with the
efficient performance of this order, Seller agrees to accomplish a maximum
amount of subcontracting to small business, small disadvantaged business and
women-owned small business concerns, and to use its best efforts to place
subcontracts hereunder, if any, with subcontractors who will perform such
subcontracts substantially in areas of persistent or substantial labor surplus
when it can be done at prices no higher than are obtainable elsewhere
observing exemptions and preferential order established by applicable
Government regulations.
17. COMPLIANCE WITH LAWS: (a) The parties hereto will comply with all
applicable federal, state, and local laws, ordinances, rules, and regulations
in performance of their respective obligations under this Purchase Order.
Buyer will not take any action which will cause Seller to be in violation of
any law of any jurisdiction. (b) To the extent applicable hereto, Seller
shall in the performance of this order comply with: the Fair Labor Standards
Act of 1938 (29 U.S.C. 201-219); the Xxxxx-Xxxxxx Public Contract Act (41
U.S.C. 35-45); the Contract Work Hours and Safety Standards Act (40 U.S.C.
327-333); laws prohibiting the use of convict labor, all other federal, state,
and local laws; all regulations and orders issued under any applicable law.
Seller warrants that the equipment to be furnished hereunder complies with the
Occupational Safety and Health Act of 1970 (29 U.S.C. 651-678) and the
Radiation Control for Health and Safety Act of 1969 (42 U.S.C. 263 b-n) and
all applicable regulations and standards promulgated thereunder.
18. NOTICE OF BUYER OF LABOR DISPUTES: (a) Whenever Seller has knowledge
that any actual or potential labor dispute is delaying or threatens to delay
the timely performance of this order, Seller shall immediately give notice
thereof, including all relevant information, with respect thereto, to Buyer.
(b) Seller agrees to insert the substance of this clause, including this
paragraph (b), in any subcontract hereunder as to which a labor dispute may
delay the timely performance of this order.
19. EFFECT OF INVALIDITY: The invalidity in whole or in part of any
provision hereof shall not affect the validity of any other provision.
20. RIGHTS, REMEDIES AND WAIVER: The rights and remedies provided to the
parties herein shall be cumulative, and in addition to any other rights and
remedies provided by law or equity. A waiver of a breach of any provision
hereof shall not constitute a waiver of any other breach. The construction,
interpretation, and performance of this Agreement shall be governed by the
laws of the State of Ohio.
21. DISPUTES: Any dispute arising under this order which is not settled by
agreement of the parties may be settled by appropriate legal proceedings.
Pending any decision, appeal or judgment in such proceedings or the
settlement of any dispute arising under this order, Seller shall proceed
diligently with the performance of this order in accordance with the decision
of Buyer.
22. BUYER APPROVALS AND REVIEWS: The review or approval by Buyer of any work
hereunder or of any designs, drawings, specifications or other documents
prepared hereunder shall not relieve Seller of any of its obligations under
this order, nor excuse or constitute a waiver of any defects or
nonconformities in any articles furnished under this order, not change, modify
or otherwise affect any of the provision of this order, including, but not
limited to, the prices and delivery schedules herein.
23. TAXES: Seller is liable for and shall pay all taxes, impositions,
charges and exaction's imposed on or measured by this order except those Buyer
specifically agrees or is required by law to pay and which are separately
stated on Seller's invoice. Prices shall not include any taxes, impositions,
charges and exaction's for which Buyer has furnished an exemption certificate.
24. TIME: Time is of the essence in the performance of this order by Seller.
25. TITLE: Except if title has heretofore passed to Buyer or Buyer's
customers under other provisions of this order, title to the articles shall
pass to Buyer upon delivery of the articles to the F.O.B. point named herein.
26. STOP WORK ORDER: The provisions of the clause contained in FAR 52.212-13
in effect on the date hereof are hereby incorporated herein by reference with
the following changes: the words "Contracting Officer" and "Government" means
Buyer; the word "Contractor" means Seller; the words "ninety (90) days" are
hereby changed to one hundred (100) days and the words "thirty (30) days" are
hereby changed to twenty (20) days wherever they appear; and the reference to
the "Termination for Convenience" clause shall be deemed to refer to paragraph
(b) of the clause hereof entitled "Termination."
27. HAZARDOUS MATERIALS: Seller shall notify Buyer of every article ordered
hereunder which contains material hazardous or injurious to the health or
physical safety of person even though said hazard or injury may only occur due
to mishandling or misuse of the article. In addition, Seller shall identify
the hazardous or injurious material and notify Buyer of the effects of such
material on human beings and the physical manifestations that could result.
For each article so identified, Seller shall supply Buyer warning labels or
instructional material appropriate to warn persons coming in contact therewith
of the hazard and its effects.
28. QUALITY ASSURANCE REQUIREMENT: Seller agrees that performance hereunder
will be in accordance with the current revision status of Buyer's
specification 8BD 00041 3023 QRZZA titled "Quality Standard -- Quality
Assurance Requirements for Suppliers."
29. LIMITATION OF LIABILITY: Notwithstanding any other provisions in the
agreement, neither Buyer nor Seller shall be liable for indirect, special,
incidental, remote, or consequential damages, (including but not limited to
the loss of revenue or profits) resulting from or arising out of the
respective parties' performance or failure to perform under this agreement, or
from the use of or the inability to use this material, software and/or service
either separately or in combination with other equipment or software, or from
any other cause.
IF THIS ORDER INDICATES THAT IT IS PLACED UNDER A GOVERNMENT CONTRACT,
THE FOLLOWING ADDITIONAL PROVISIONS ARE APPLICABLE
30. The work covered by this order relates to a prime contract with the
United States Government, and is within the jurisdiction of a Department of
Agency of the United States. Unless otherwise indicated below, the following
terms and designations shall apply in each of the Government clauses
identified in this section: "Contractor" means Seller, "subcontractor" means
Seller's subcontractor, "Contract" means this order, and both "Contracting
Officer" and "Government" mean Buyer.
A. FEDERAL ACQUISITION REGULATION: The following Federal Acquisition
Regulation (FAR) clauses, in effect on the date hereof, are incorporated
herein by reference, except that "Government" and "Contracting Officer"
mean "Government" and "Contracting Officer" in FAR 52.204-2, 52.222-26,
52.222-35, 52.222-36 and 52.225-9, and except that "Government" means
"Government" in the terms "Government property," "Government-furnished
property," "Government-owned property," and "Former Government surplus
property." In addition, the first time "Government" appears in paragraph (f)
of FAR 52.245-2 it means "Government or Buyer." All references to disputes
procedures in Government clauses incorporated by reference shall be deemed to
be superseded by Article 21 "Disputes."
Security Requirements...............................................52.204-2
New Material........................................................52.210-5
Priorities, Allocations, and Allotments.............................52.212-8
Government Delay of Work...........................................52.212-15
*Examination of Records by Comptroller General
($10,000) (Except subparagraph (c))...............................52.215-1
*Audit-Negotiation ($10,000)........................................52.215-2
*Small Business and Small Disadvantaged Business
Subcontracting Plan ($500,000)....................................52.219-9
*Labor Surplus Area Subcontracting Program
($500,000)........................................................52.220-4
Equal Opportunity..................................................52.222-26
*Affirmative Action for Special Disabled and
Vietnam Era Veterans ($10,000)...................................52.222-36
*Affirmative Action for Handicapped Workers
($2,500).........................................................52.222-36
Buy American Act - Supplies.........................................52.225-3
Government Property (Fixed-Price Contracts).........................52.245-2
*Notice and Assistance Regarding Patent and Copyright
Infringement ($10,000) DAR 7-103-23 (or comparable FAR clause)
*Note - Clause is applicable if order exceeds the amount indicated
B. The following provisions are incorporated herein and replace Article 8
"Termination":
TERMINATION: (a) Buyer may terminate this order, in whole or in part in
accordance with the provisions of the "Default (Fixed Price Supply and
Service)" clause set forth in FAR 52.249-8 if Seller fails to comply with any
of the provisions hereof, or if Seller becomes the subject of a proceeding
under state or federal law for relief of debtors or makes an assignment for
the benefit of creditors. (b) Without affecting its right to terminate this
order under paragraph (a) hereof, Buyer may, for its convenience, terminate
this order in whole or, from time to time, in part in accordance with the
provisions of the "Termination for Convenience of the Government
(Fixed-Price)" clause set forth in FAR 52.249-2 except the term "1 year" in
paragraph (d) is changed to "6 months," (c) The FAR clauses referred to in
paragraphs (a) and (b) are hereby incorporated herein by reference as in
effect on this date hereof.
C. RIGHTS IN DATA: If this order is placed under a Government contract
having rights in data and computer software clauses, the provisions thereof
are incorporated herein and replace subparagraph (b) or Article 13
"Information." Seller assumes the obligations of such clauses as they pertain
in this order.
D. DOD CONTRACTS: If this order is placed under a Department of Defense
(DOD) contract the following DOD FAR Supplement clause in effect on the date
hereof applies:
31. GOVERNMENT-FUNDED SUBCONTRACT OR AGREEMENT EXPECTED WITH VALUE OF $10,000
OR MORE: In the event this is a government-funded subcontract or agreement
and the total value of this purchase order is $10,000 or more, the provisions
of Fly-sheet LS titled "Socio-Economic Program Requirements," attached
thereto, are incorporated into and made a part hereof as though set out at
length hereunder.
As a condition precedent to this becoming a formal contract, it shall be
incumbent upon Seller to execute Form 130-Z titled "Equal Employment
Opportunity Compliance Certificate," and to return said certificate with the
Vendor's acknowledgment copy of the order.
ATTACHMENT G
PROPRIETARY INFORMATION AGREEMENT- MUTUAL EXCHANGE
SIGNED 5/29/98
NOT ATTACHED DUE TO NON-MATERIAL INTERNAL PROCEDURE-COPYRIGHT
ATTACHMENT H
CORPORATE SOURCEFLEX SOFTWARE SOURCE CODE AND HARDWARE ESCROW AGREEMENT
SOURCEFILE NUMBER 7442
CORPORATE SOURCEFLEX
SOFTWARE SOURCE CODE AND HARDWARE ESCROW AGREEMENT
SOURCEFILE NUMBER: ________
This Software Source Code and Hardware Escrow Agreement, dated as of 26
August, 1997, by and between FileSafe, Inc., a California corporation, doing
business as SourceFile ("SourceFile") located at 0000 Xxxx Xxxxx Xxx.,
Xxxxxxx, Xxxxxxxxxx 00000 and Alcatel Network Systems Inc., a corporation duly
organized and existing under the laws of the State of Delaware with its
principal office at 0000 Xxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxx 00000
("Beneficiary"), and each Depositor identified by Beneficiary to SourceFile as
provided for in Section 3 hereof (each "Depositor", collectively the
"Depositors").
RECITALS:
A. Pursuant to certain software license agreements (each a "License
Agreement", collectively the "License Agreements"), Depositor licenses, to
certain beneficiaries, certain software in object code form (the "Software")
and hardware drawings in a format to manufacture material . A description of
the Software and Hardware effective as of the date hereof, is provided in
Addenda in Exhibit "A".
B. Depositor desires to ensure the availability to Beneficiary of the source
code and all necessary proprietary information related to the Software or
Hardware (the "Source Material") in the event any of the conditions set forth
in Section 4 of this Agreement should occur.
C. The Source Material is the proprietary and confidential information of
Depositor, and Depositor desires to protect such ownership and
confidentiality.
AGREEMENT:
1. Delivery of Source Material to SourceFile. Depositor shall deliver to
SourceFile a parcel (the "Parcel") sealed by Depositor, which Depositor
represents and warrants is the Source Material.
2. Acknowledgment of Receipt by SourceFile. SourceFile shall promptly
acknowledge to Beneficiary and Depositor, in writing, the receipt of the
Parcel and of any supplements to the Source Material which are added to the
Parcel. SourceFile will provide an account status report to the Beneficiary
and Depositor on a semi-annual basis.
3. Acknowledgment by Depositors. For purposes of this Agreement, a
Developer of the Software shall be a Depositor hereunder with such rights of a
Depositor as set forth herein, only if (i) such Developer has sent to
SourceFile a fully executed copy of the form of acknowledgment attached hereto
as Exhibit "B", in which the Developer accepts the terms of this Agreement and
(ii) all fees are paid. The names and addresses of the Depositors shall be
described in one or more schedules of Depositors to be presented to SourceFile
from time to time by Beneficiary. A schedule of Depositors effective as of
the date of this Agreement is attached hereto as Exhibit "D". All other
Developers of the Software shall have no rights hereunder and SourceFile shall
have no duties to such Developers.
4. Terms and Conditions of the Source Material Escrow. The Parcel shall be
held by SourceFile upon the following terms and conditions:
(i) In the event that SourceFile is notified by Beneficiary that
Depositor is unwilling or unable to support or maintain the Software, in
breach of the License Agreement with Beneficiary and that Beneficiary has
given Depositor written notice of such breach (the "Release Condition"),
SourceFile shall immediately notify Depositor of its receipt of the
Beneficiary's notice and shall provide a copy of such notice to Depositor
promptly thereafter.
(ii) If SourceFile does not receive Contrary Instructions from Depositor,
as defined below, within thirty (30) days of the giving of such notice to
Depositor, SourceFile shall deliver a copy of the Source Material to the
Beneficiary demanding delivery within sixty (60) days after the date of the
Beneficiary's original notice to SourceFile. "Contrary Instructions" for the
purposes of this Section 4 shall mean the filing of a notice with SourceFile
by Depositor, with a copy to the Beneficiary demanding delivery, stating that
the Release Condition has not occurred or has been cured.
(iii) If SourceFile does receive Contrary Instructions from Depositor
within thirty (30) days of the giving of such notice to Depositor, SourceFile
shall not deliver a copy of the Source Material to the Beneficiary, but shall
continue to store the Parcel until: (1) otherwise directed by the Depositor
and Beneficiary jointly, (2) SourceFile has received notice of the resolution
of the dispute by a court of competent jurisdiction, or (3) SourceFile has
deposited the Parcel with a trustee selected by a court of competent
jurisdiction for the purpose of determination of its obligations under this
Agreement.
(iv) Upon receipt of Contrary Instructions from Depositor, SourceFile
shall have the absolute right, at SourceFile's election to file an action in
interpleader requiring the Depositor and Beneficiary to answer and litigate
their several claims and rights among themselves. SourceFile is hereby
authorized to comply with the applicable interpleader statutes of the State of
California in this regard.
5. Term of Agreement. This Agreement shall have an initial term of five (5)
years. The term shall be automatically renewed on a yearly basis thereafter,
unless Beneficiary or SourceFile notifies the other party at least forty-five
(45) days in advance of the end of the current term of its election to
terminate this Agreement.
6. Compensation of SourceFile. Beneficiary or Depositor agree to pay
SourceFile reasonable compensation for the services to be rendered hereunder,
in accordance with SourceFile's then current schedule of fees, and will pay or
reimburse SourceFile upon request for all reasonable expenses, disbursements
and advances, including software duplication charges and reasonable attorneys'
fees, incurred or made by it in connection with carrying out its duties
hereunder.
7. Limitation of Duties of SourceFile. SourceFile undertakes to perform
only such duties as are expressly set forth herein. SourceFile has no
knowledge of, and makes no representations with respect to, the contents or
substance of the Parcel, the Software or the Source Material.
8. Limitation of Liability of SourceFile. SourceFile may rely on and shall
sustain no liability as a result of acting or refraining from acting upon any
written notice, instruction or request furnished to SourceFile hereunder which
are reasonably believed by SourceFile to be genuine and to have been signed or
presented by a person reasonably believed by SourceFile to be authorized to
act on behalf of the parties hereto. SourceFile shall not be liable for any
action taken by it in good faith and believed by it to be authorized or within
the rights or powers conferred upon it by this Agreement. SourceFile may
consult with counsel of its own choice, and shall have full and complete
authorization and protection for any action taken or suffered by it hereunder,
in good faith and in accordance with the opinion of such counsel.
9. Indemnification of SourceFile. Depositor and Beneficiary shall jointly
and severally indemnify, defend, and hold harmless SourceFile and its agents
and employees (collectively, "SourceFile") from any and all claims, demands,
liability, costs and expenses (including attorneys' fees) incurred by
SourceFile directly or indirectly arising from or relating to the Source
Material and/or SourceFile's performance of its duties under this Agreement.
10. Record Keeping and Inspection of Source Material. SourceFile shall
maintain complete written records of all materials deposited by Depositor
pursuant to this Agreement. During the term of this Agreement, Depositor
shall be entitled at reasonable times during normal business hours and upon
reasonable notice to SourceFile to inspect the records of SourceFile
maintained pursuant to this Agreement and to inspect the facilities of
SourceFile and the physical condition of the Source Material.
11. Technical Verification. Beneficiary reserves the option to request
SourceFile to verify the Source Material for completeness and accuracy.
SourceFile may elect to perform the verification at its site or at the
Depositors site. Depositor agrees to cooperate with SourceFile in the
verification process by providing its facilities and computer systems and by
permitting SourceFile and at least one employee of Beneficiary to be present
during the verification of Source Material.
12. Restriction on Access to Source Material. Except as required to carry
out its duties hereunder, SourceFile shall not permit any SourceFile employee,
Beneficiary or any other person access to the Source Material, unless
consented to in writing by Depositor. SourceFile shall use its best efforts
to avoid unauthorized access to Source Material by its employees or any other
person.
13. Updates of the Source Material.
(i) Depositor shall provide from time to time, supplements of the Source
Material.
(ii) A representative of SourceFile shall add such supplements into the
Parcel containing the Source Material without removing the Source Material.
(iii) Depositor shall send to SourceFile a duplicate of the Source
Material within three (3) days after receiving written notice from SourceFile
that the Source Material has been destroyed or damaged.
(iv) All supplements to Source Material and duplicate Source Material
shall be subject to the terms and provisions of this Agreement.
14. Bankruptcy Depositor and Beneficiary acknowledge that this Agreement is
an "agreement supplementary to" the License Agreement as provided in Section
365 (n) of Xxxxx 00, Xxxxxx Xxxxxx Code (the "Bankruptcy Code"). Depositor
acknowledges that if Depositor, as a debtor in possession or a trustee in
Bankruptcy in a case under the Bankruptcy Code, rejects the License Agreement
or this Agreement, Beneficiary may elect to retain its rights under
the License Agreement and this Agreement as provided in Section 365 (n) of the
Bankruptcy Code. Upon written request of Beneficiary to Depositor or the
Bankruptcy Trustee, Depositor or such Bankruptcy Trustee shall not interfere
with the rights of Beneficiary as provided in the License Agreement and this
Agreement, including the right to obtain the Source Material from SourceFile.
15. Notices.
(i) Any notice or other communication required or permitted under this
Agreement shall be in writing and shall be deemed to have been duly given on
the date service is served personally, one business day after the date if sent
by overnight courier, or five (5) days after the date of mailing if sent
registered mail, postage prepaid, return receipt required, and addressed as
follows or to such other address or facsimile number as either party may, from
time to time, designate in a written notice given in like manner:
TO DEPOSITOR: AS SET FORTH ON EXHIBIT "D"
TO BENEFICIARY: Alcatel Network Systems Inc.
0000 Xxxxx Xxxx Xxxx
Xxxxxxxxxx , Xxxxx 00000-0000
Attn: Purchasing Xxxxx Xxxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
TO SOURCEFILE: SOURCEFILE
0000 Xxxx Xxxxx Xxx.
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Client Services
Phone: 000.000.0000
Fax: 000.000.0000
(ii) Deposit update notices and invoices will be sent to parties listed
in Exhibit "C" and "D".
16. Miscellaneous Provisions.
(a) Waiver. Any term of this Agreement may be waived by the party entitled
to the benefits thereof, provided that any such waiver must be in writing and
signed by the party against whom the enforcement of the waiver is sought. No
waiver of any condition, or of the breach of any provision of this Agreement,
in any one or more instances, shall be deemed to be a further or continuing
waiver of such condition or breach. Delay or failure to exercise any right or
remedy shall not be deemed the waiver of that right or remedy.
(b) Modification or Amendment. Any modification or amendment of any
provision of this Agreement must be in writing, signed by the parties hereto
and dated subsequent to the date hereof.
(c) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
(d) Headings; Severability. The headings appearing at the beginning of the
sections contained in this Agreement have been inserted for identification and
reference purposes only and shall not be used to determine the construction
or interpretation of this Agreement. If any provision of this Agreement is
held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
(e) Further Assurances. The parties agree to perform all acts and execute
all supplementary instruments or documents which may be reasonably necessary
to carry out the provisions of this Agreement.
(f) Entire Agreement. This Agreement, including the attachments hereto,
contains the entire understanding between the parties and supersedes all
previous communications, representations and contracts, oral or written,
between the parties, with respect to the subject matter thereof. It is agreed
and understood that this document and agreement shall be the whole and only
agreement between the parties hereto, with regard to these escrow instructions
and the obligations of SourceFile herein, in connection with this Agreement,
and shall supersede and cancel any prior instructions. SourceFile is
specifically directed to follow these instructions only and SourceFile shall
have no responsibility to follow the terms of any prior agreements or
understandings.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
BENEFICIARY SOURCEFILE
Alcatel Network Systems Inc FileSafe, Inc.,
a Delaware corporation a California corporation
By: __________________________ By: __________________________
Name: Xxxxx Xxxxxxx Name: ________________________
Title: Purchasing Manager Title: _________________________
EXHIBIT "A-_____"
DESCRIPTION OF SOURCE MATERIAL
SourceFile Account #________
The Depositor agrees to deposit the Source Material for the benefit of the
Licensee of this escrow arrangement. Below is the acknowledgment that the
deposit arrived at SourceFile in good order. It is completed by the Depositor
and visually inspected by SourceFile. A copy of this form will be shared with
Licensees of the Source Material.( As multiple deposits are made please make
copies of this form and number them appropriately. For example, the initial
deposit will be Exhibit "A-1", the next "A-2" and so on.)
1. Source Material Deposit
Product Name Computer Automation Systems, Inc. same as Alcatel part
number 3AL47880AAAA
Version Current software version 1.3 or more recent as updated
2. Type of Media
-there can be more than one type (i.e. diskette, tape, hard copy
materials, etc.)
-please include the quantity of type (i.e. two (2) diskettes)
engineering drawing and/or diskette to manufacture hardware and software
to
current revision level (tool chain information is required).
3. Please check one of the following:
Initial Deposit x Supplemental____ Replacement ____*
*If Replacement then: Destroy Deposit_____ or Return Deposit_____
___________________________________________________________________________
Completed by: Visually verified by:
DEPOSITOR SOURCEFILE
By: COMPUTER AUTOMATION SYSTEMS, INC. By:______________________
Name:_______________________ Name:____________________
Title:_______________________ Title: Client Services
Date:________________________ Date:_____________________
EXHIBIT "B"
ACKNOWLEDGMENT BY DEPOSITOR
The undersigned hereby acknowledges, accepts, and agrees to be bound by
the terms of the attached Corporate SourceFlex Software Source Code Escrow
Agreement by and between FileSafe, Inc., a California corporation doing
business as SourceFile, as Escrow Agent and Alcatel Network Systems Inc., as
Beneficiary, dated August 26, 1997.
DEPOSITOR: By: _______________________________
Name: ____________________________
Title: ___________________________
Address: __________________________
__________________________
__________________________
Phone: ____________________________
Fax: ______________________________
BENEFICIARY: Alcatel Network Systems Inc.
0000 Xxxxx Xxxx Xxxx
Xxxxxxxxxx , Xxxxx 00000-0000
Attn: Purchasing Xxxxx Xxxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
Once executed, send original via CERTIFIED OR REGISTERED MAIL to:
SOURCEFILE: SOURCEFILE
0000 Xxxx Xxxxx Xxx.
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Client Services
Phone: 000.000.0000
Fax: 000.000.0000
EXHIBIT "C"
SCHEDULE OF NOTICES
BENEFICIARY
Beneficiary deposit notices should be sent to:Name: Xxxxx Xxxxxxx
Title: Purchasing Manager
Address: X.X. Xxx 000000
Xxxxxxxxxx Xx. 00000
Phone: 000-000-0000
Fax: 000-000-0000
Beneficiary invoices should be sent to: Name: Xxx Xxxxxxxxx
Title: Account Payable Manager
Address: X.X. Xxx 000000
Xxxxxxxxxx Xx. 00000
Phone: 000-000-0000
Fax: 000-000-0000
EXHIBIT "D"
SCHEDULE OF NOTICES
DEPOSITOR
Depositor deposit notices should be sent to: Name:____________________________
Title:___________________________
Address: _______________________
___________________________
___________________________
Phone: __________________________
Fax: ___________________________
Depositor invoices should be sent to: Name: ___________________________
Title: __________________________
Address: _______________________
___________________________
___________________________
Phone: __________________________
Fax: ___________________________
Attachment I Specifications (IS NOT ATTACHED DUE TO COPYRIGHT), Development
Milestones (IS NOT ATTACHED DUE TO NON-MATERIAL INTERNAL PROCEDURES-
COPYRIGHTED), and CASI MPS shelf and module part number and Repair process.
CASI MPS SHELF AND MODULES
PART NUMBERS AND REPAIR PROCESS
1. Separate Alcatel part numbers will be assigned for the shelf and for each
module.
2. Buyer's Alcatel part number will be installed at Seller's factory prior to
shipment of the MPS shelf or modules. Buyer's Alcatel part numbers shall be in
the same format and label material as Seller's CLEI codes on the front
panels. Location to be determined by Buyer.
3. Defective shelves an/or modules will be returned by customers to Buyer's
Customer Return Goods (CRG) for repair and/or exchange.
4. CRG will forward the defective material - shelves or modules - to Seller
for repair.
5. Seller will designate a primary contact for Buyer's CRG to serve as the
liaison for the repair process and answer questions we may have.
6. If Seller repairs the unit(s), repair information will be included with
the material when returned to Buyer's CRG.
7. If Seller exchanges the units, information on any new or exchanged serial
numbers that were shipped shall be included with the material returned to
Buyer's CRG.
8. Seller's repair Turnaround time (TAT) will not exceed ten business days
from Buyer's shipment date. If necessary material may be exchanged to avoid
delays.
9. Seller will provide Buyer's CRG with failure analysis information if
requested by Buyer on the repair order.
10. Seller will install Buyer's Alcatel part number label on units that have
been exchanged by Seller.
Attachment J Quality Plan Requirements (See attached)
QUALITY PLAN
For
Computer Automation Systems, Inc.
Agreement Number 9809-928
DATE: September 01, 1998
Quality Plan
Requirements
PURPOSE: To obtain agreement between Computer Automation Systems, Inc.
and Alcatel USA, Inc. that describes additional quality requirements not
covered by Purchase Agreements or Alcatel document 8BD 00041 3023 QRZZA,
Quality Assurance Requirements For Suppliers which is required by Alcatel
Terms and Conditions of purchase section 28. The "Quality Plan" or checklist
of requirements serves as a guide to list all the relevant information a
supplier needs to deliver quality material. The agreed upon checklist of
requirements may be specific to a supplier and/or a purchased commodities.
SUPPLIER COMMITMENT: Computer Automation Systems, Inc. must maintain
an approved and auditable quality system throughout life of the contract.
Computer Automation is responsible for assuring a continuous supply of quality
material conforming to all the requirements of the Purchase Agreement and this
Quality Plan.
CUSTOMER SUPPLIED MATERIAL: Computer Automation shall maintain a control
system to inspect, protect, segregate, store and be accountable for all
material furnished by or sold to Alcatel in support of the Purchase Agreement.
SPECIFIC REQUIREMENTS:
Bellcore TR-NWT-000078 -Current revision specification for the "Generic
Design Requirements for Telecommunications Products and Equipment" Available
from Bellcore call 0-000-000-XXXX (2673) in USA and Canada; for all others
call 0-000-000-0000.
Bellcore GR-929-CORE - Current revision specification for "Reliability
and Quality Measurements for Telecommunications
Systems Requirements". Available from Bellcore call 0-000-000-XXXX (2673)
in USA and Canada; for all others call 0-000-000-0000.
Handling of Moisture Sensitive Components - Alcatel document 8BD 00019
4201 QRZZA describes the methods used in application and control of dry
packaging moisture sensitive components. Paragraph 6.0, 7.0, 8.0, and 9.0 are
specifically required during the manufacturing phase.
Electro-Static Discharge Control (ESD) - Computer Automation shall
establish a program to prevent electrostatic charge buildup in accordance with
ANS Document 1AB 00000 0021 ASZZA.
Alcatel Workmanship Standards Manual - Computer Automation shall adhere
to the applicable section(s) of Alcatel Workmanship Standards Manual 8BD 00051
0007 QRZZA as well as (Bellcore TR-NWT-000078). Alcatel Workmanship
Standards establish the accept/reject criteria for products built for Alcatel.
Inspection - Computer Automation shall perform all the necessary inspection of
products to assure compliance to drawings, specifications, workmanship
standards and this Quality Plan.
Fabrication Practices Manual Alcatel Specification 580-5400-00l -
Computer Automation shall adhere to this document for manufacturing fabricated
piece parts. These fabrication standards establish the accept/reject criteria
for machined parts and sheet metal products built for Alcatel at the piece
part level.
Silk Screening Specification 000-0000-000 - Computer Automation or
subcontractors used by Computer Automation shall adhere to this document when
Silk Screen Printing is required for products delivered to Alcatel.
Powder Coating Specification 580-0739-001- Subcontractors used by
Computer Automation shall adhere to this quality document when powder coating
is required for products delivered to Alcatel. The panel color is RAL 9002
in accordance with Alcatel specification 005-0663-030. Computer Automation
will subcontract powder coating to Alcatel Approved Special Processors who
draw from the same powder batch approved by Alcatel for consistency. Approved
Special Processor lists are available from Alcatel. Approved Special
Processors are familiar with Alcatel requirements.
First Article Inspection - Computer Automation will perform first article
inspection to Alcatel mechanical and fabrication standards and furnish data
with the first article to Alcatel Quality for review and verification. Any
significant revision to the product will require additional First Article
inspection data and approval from Alcatel Quality.
Inspection/Test Data - Computer Automation shall maintain records (for 1
year) of all test and inspection criteria including Accept / reject decisions
to be supplied upon request to Alcatel.
Inspection/Test Status Identification - Computer Automation must indicate
acceptance of products using ink stamps such as INSPECTION and TEST. Computer
Automation must furnish Alcatel with information identifying and describing
the various inspection and test stamps as well as use criteria.
Packaging & Handling on Products - Material shipped to Alcatel shall be
packaged in non-static generating packaging and dunnage. All products
shipped to Alcatel or dropped shipped to Alcatel customers shall be packed and
handled in accordance with ANS document 8BD 00041 3023 QRZZA, or special
requirements.
Supplier/Alcatel Interface - The supplier and Alcatel will establish
interface contacts to report problems, issues, information, etc. using one or
more of the following:
ECN Engineering Change Notice
PDW Pre-Delivery Waiver (8BD 00019 0910 QRZZA)
LDSCAR Latent Defects Supplier Corrective Action Request (8BD
00019 0912 QRZZA)
SQPA Supplier Quality Performance Analysis
Supplier's Sub-Contractors - Computer Automation must provide to Alcatel,
a list of "major" subcontractors for evaluation and review of any required
quality action. Computer Automation is responsible for imposing quality and
process requirements to subcontractors.
Control of Procured Material - Computer Automation must supply
information as to how specification requirements are imposed on subcontractors
and other key suppliers.
Quality Plan Re-Evaluation - The Quality Plan may be reevaluated annually
by Alcatel to determine if any additions or deletions are necessary.
ADDITIONAL QUALITY REQUIREMENTS
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Quality Plan Agreement
Authorized Signatures
[S] Xxxxxxx X. Xxxxxx 9-29-98
----------------------------------------------- ---------------
Supplier Representative Date
----------------------------------------------- ---------------
Supplier Representative Date
[S] Xxxxxxx X. Xxxxx 10-7-98
----------------------------------------------- ---------------
Alcatel Procurement Date
[S] (illegible) 10-12-98
----------------------------------------------- ---------------
Alcatel Quality Date
[S] (illegible) 10-7-98
----------------------------------------------- ---------------
Alcatel Engineering Date
ATTACHMENT K
OEM Enablement Technical Requirements
PROCEDURE
ISO Element 4.8
Abstract: The purpose of this document is to define the product identification
and individualization requirements applicable to all vendors to ANSI of
configured assemblies intended for resale by ANSI to ANSI customers, (OEM
Vendors); where such assemblies are intended for quality tracking within the
ANSI Quality Database System. This document is referenced by applicable ANSI
Purchasing Document.
Keywords:
Location: Richardson Documentation/Data Management (DDM under applicable
part number.)
01 11/25/97 B. Xxxxx
XX DATE APPROVED BY CHECKED BY ORIGINATOR
OEM ENABLEMENT TECHNICAL REQUIREMENTS
TABLE OF CONTENTS:
1.0 OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
2.0 PROCESS FLOW . . . . . . . . . . . . . . . . . . . . . . . . . .29
3.0 OEM VENDOR LABELING REQUIREMENTS . . . . . . . . . . . . . . . .30
4.0 OEM PRODUCT IDENTIFICATION ENABLING STRATEGY . . . . . . . . . .30
5.0 RELATED REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . .33
1.0 Overview
The purpose of this document is to define the product identification and
individualization requirements applicable to all vendors to ANSI of configured
assemblies intended for resale by ANSI to ANSI customers, (OEM Vendors); where
such assemblies are intended for quality tracking within the ANSI Quality
Database System. This is a living document and will be updated as new
requirements are identified.
2.0 Process Flow
3.0 OEM Vendor Labeling Requirements
3.1 This document requires that all vendors to ANSI of configured assemblies
intended for resale by ANSI to ANSI customers (OEM Vendors), will comply with
current Telecommunications Industry Forum (TCIF) product labeling
requirements. This will include, but is not limited to, the following:
3.2 Approved application to BellCore, Inc. for issuance of a
Manufacturer/Supplier/Related Service Company Code per American National
Standards Institute T1.220-1991.
3.3 Product label(s), to include a TCIF-compliant, industry-unique serial
number, presented as both ASCII text and Code 39 bar code, printed per
American National Standards Institute X3.182-1980 printing quality guidelines.
3.4 Product label(s), to include the ANSI documented top-level assembly part
number, ANSI manufacturing revision one, and ANSI manufacturing revision two
as ASCII text, per American National Standards Institute X3.182-1980 printing
quality guidelines.
3.5 Data Transmission: The OEM upload file must be electronically
transmitted from the OEM Vendor to the ANSI anonymous FTP site not less than
48 hours prior to product shipment to ANSI. This time delay will ensure that
the data will be successfully loaded into QDS prior to product handling.
3.5.1 All files placed onto the ANSI FTP server must be in compressed form,
compliant with the UNIX Tar file compression method. Multiple unique data
files may be compressed into one Tar file.
4.0 OEM Product Identification Enabling Strategy
4.1 Vendor Serialization System Each OEM vendor will be identified by a
unique 4 alpha-character TCIF compliant vendor code. This TCIF vendor code
will be prefixed to the OEM vendor serial number to ensure industry standard
uniqueness. This provides for OEM vendor serialization to coexist with ANSI
serialization in the Quality Database System. This is required for processing
of these serial numbers by ANSI computer-based applications such as
Serialization, A.Q.S, etc.
4.2 Product Identification Data Upload Text File Each OEM Vendor shall
provide a comma-delimited text file which contains 1 record of data per line
(i.e., each individual record is followed by a carriage return/line feed).
Each line of data in the file will contain individualization data for only one
serialized vendor item. At all times that such a file contains lines of data
identifying vendor items intended as sub-assemblies (children) to a vendor
configured item (parent), the first line of data in the file shall be used
to identify the vendor configured item (parent).
The upload text file shall conform to the following format (example files
illustrated below):
Field 1 Concatenated TCIF vendor code and vendor serial number (max.
Twenty-position alphanumeric)(no spaces)
Field 2 ANSI part number (twelve-position alphanumeric)(no spaces)
Field 3 ANSI manufacturing rev (rev-1) (two-position; numeric)(no spaces)
Field 4 Concatenated TCIF vendor code and vendor configured-item serial number
(parent) for serial number in field one
(max. twenty-position alphanumeric)(no spaces)
Xxxxx 0 Xxxxxx Xxxxxxxx Start Date (YYMMDD)(six-position numeric)(no spaces)
Field 6 Vendor Warranty End Date (YYYYMMDD)(six-position numeric)(no spaces)
Field 7 Vendor Software Version on date of shipment to ANSI (max.
twenty-position alphanumeric)(no spaces)
Field 8 Vendor Ethernet Address (seventeen-position alphanumeric) (six
two-position; includes one space between adjacent
pairs)
vendor_codevendor_sn,ans_pn,ans_rev1,vendor_codevendor_configureditem_sn,vendo
r_warranty_start_date,vendor_warranty_end_date,vendor_software_version,vendor_
ethernet_address
vendor_codevendor_sn,ans_pn,ans_rev1,vendor_codevendor_configureditem_sn,vendo
r_warranty_start_date,vendor_warranty_end_date,vendor_software_version,vendor_
ethernet_address
vendor_codevendor_sn,ans_pn,ans_rev1,vendor_codevendor_configureditem_sn,vendo
r_warranty_start_date,vendor_warranty_end_date,vendor_software_version,vendor_
ethernet_address
Where the warranty detail is not applicable, a space shall replace the
associated fields (see below).
vendor_codevendor_sn,ans_pn,ans_rev1,vendor_codevendor_configureditem_sn, ,
,vendor_software_version,vendor_ethernet_address
vendor_codevendor_sn,ans_pn,ans_rev1,vendor_codevendor_configureditem_sn, ,
,vendor_software_version,vendor_ethernet_address
vendor_codevendor_sn,ans_pn,ans_rev1,vendor_codevendor_configureditem_sn, ,
,vendor_software_version,vendor_ethernet_address
Where the software version is not applicable, a space shall replace the
associated field (see below).
vendor_codevendor_sn,ans_pn,ans_rev1,vendor_codevendor_configureditem_sn,vendo
r_warranty_start_date,vendor_warranty_end_date, , vendor_ethernet_address
vendor_codevendor_sn,ans_pn,ans_rev1,vendor_codevendor_configureditem_sn,vendo
r_warranty_start_date,vendor_warranty_end_date, ,vendor_ethernet_address
vendor_codevendor_sn,ans_pn,ans_rev1,vendor_codevendor_configureditem_sn,vendo
r_warranty_start_date,vendor_warranty_end_date, , vendor_ethernet_address
Where the ethernet address is not applicable, a space shall replace the
associated field (see below).
vendor_codevendor_sn,ans_pn,ans_rev1,vendor_codevendor_configureditem_sn,vendo
r_warranty_start_date,vendor_warranty_end_date,vendor_software_version, ,
vendor_codevendor_sn,ans_pn,ans_rev1,vendor_codevendor_configureditem_sn,vendo
r_warranty_start_date,vendor_warranty_end_date,vendor_software_version, ,
vendor_codevendor_sn,ans_pn,ans_rev1,vendor_codevendor_configureditem_sn,vendo
r_warranty_start_date,vendor_warranty_end_date,vendor_software_version, ,
Where the vendor serial number is a configured-item vendor serial number
(parent) OR the vendor serial number does not have a configured-item vendor
serial number (parent), a space shall replace the associated field (see
below).
vendor_codevendor_sn,ans_pn,ans_rev1,,vendor_warranty_start_date,vendor_warran
ty_end_date,vendor_software_version, vendor_ethernet_address
vendor_codevendor_sn,ans_pn,ans_rev1,,vendor_warranty_start_date,vendor_warran
ty_end_date,vendor_software_version, vendor_ethernet_address
vendor_codevendor_sn,ans_pn,ans_rev1,,vendor_warranty_start_date,vendor_warran
ty_end_date,vendor_software_version, vendor_ethernet_address
4.3 Vendor Upload Text File Naming Convention Each product data upload text
file electronically transferred to ANSI shall be named by concatenating the
digits of the creation calendar date, including two each of digits for year,
month, and day, with the creation hour and minute. Single-digit day dates,
hours, or minutes will have zero preceding them to fulfill a ten character
length requirement. Example: YYMMDDHHMM; such as: 9802151147
5.0 Related Requirements
5.1 Parent/Child Relationships
The OEM product data file shall contain information denoting serialized
parent/child relationships between complex assemblies and their contained
configured sub-assemblies. These relationships shall be maintained within the
QDS database as part of the OEM product data upload process.
5.2 Failure Analysis
A method must be developed by which the OEM vendor may transmit failure
analysis data to ANSI on a regular basis. This failure analysis data should be
processed and uploaded into the Quality Database System, and a descriptive
specification for this requirement shall be developed in the future.
End of Document
ATTACHMENT L
For all Computer Automation Systems, Inc. (CASI) suggested product changes
relating to form, fit, function, design or component changes, they shall be
directed through the Alcatel Network Systems (ANS) Product Control Center
(PCC) for acceptance and implimentation. Through ANS cross-functional
approval (e.g., R&D, Planning, Operations, Quality, etc.), the PCC will
evaluate the impact of the change(s), determine its merit, and assist in
facilitating the implimentation of the change(s), if applicable. Note that
after first article approval is granted, CASI shall make no changes in
electrical, mechanical, or alter specification limits to design(s) or
materials without prior approval from ANS PCC.
ANS Product Line Management (PLM) and R&D agree to review, on an on-going
basis, the feasibility of any new CASI product integration for ANS acceptance
and implimentation,(if applicable). PCC may assist in the coordination of
this activity.
