MEMORANDUM OF AGREEMENT
[object omitted] EFTIA OSS SOLUTION
[object omitted]
KMC Telecom Holdings, Inc.
CLEC Solution
-------------------------
Prepared by:
Xxxxx & Xxxxx
Revision: 3.1
October 26th, 98
-------------------------
EFTIA OSS SOLUTION INC.
RESTRICTIONS
This document contains information intended for KMC Telecom
Holdings, Inc. and Eftia OSS Solutions Inc. The information
herein is restricted to Eftia and KMC personnel and any
organizations authorized by Eftia.
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TABLE OF CONTENTS
1. PROJECT...................................................................1
2. DELIVERABLES..............................................................3
3. PRICING...................................................................4
4. PROJECT MILESTONES........................................................4
5. PAYMENT TERMS.............................................................6
6. CHANGE REQUEST............................................................9
7. LICENSE AGREEMENT.........................................................9
8. SOFTWARE SUPPORT AGREEMENT................................................9
9. ATTACHMENTS...............................................................9
10. ACCEPTANCE...............................................................10
ii
MEMORANDUM OF AGREEMENT
Between
KMC TELECOM HOLDINGS, INC.
And
EFTIA OSS SOLUTIONS INC.
This Memorandum of Agreement, dated as of October 26th, 1998
("Effective Date") sets forth the mutual agreement of KMC TELECOM
HOLDINGS, INC. ("KMC") and EFTIA OSS SOLUTIONS INC. ("Eftia")
with regard to the following:
1. PROJECT
Implementation of the Master.Scribe CLEC package with associated
software packages as listed in the attached quotation identified
as Appendix A.
Eftia will provide all the required customizations to the
Enhanced Data Services and Long Distance Service Order options as
agreed to in writing during the assessment process. The
customizations will not include any interfaces.
All the required customizations and implementation services
including data migration required for the Maintenance, Number
Tracking and Circuit Inventory applications will be billable at a
daily rate of $1,250.
2. DELIVERABLES
The deliverables consist of Eftia's Master.Scribe CLEC package
and associated software packages as listed in the attached
quotation identified as Appendix A. All the software packages
will include complete set of documentation and media.
3. PRICING
All prices are in US Dollars. THE FOLLOWING PRICE PROPOSAL IS
ONLY VALID UP TO OCTOBER 30TH, 1998. New product prices will
apply for orders received after October 30th 1998.
PHASE I PHASE 11 PHASE III PHASE IV PHASE V
------------ ------------ ----------- ---------- -------------
SOFTWARE $1,493,128 $1,176,200 $710,000 $213,000 $1,000,000
SUPPORT $286,380 $245,700 $127,800 $38,340 $180,000
TRAINING $103,000 $25,000 $0 $0 $0
------------ ------------ ----------- ---------- -------------
TOTAL COST $1,882,508 $1,446,900 $837,800 $251,340 $1,180,000
The prices quoted above do not include any additional
customizations, implementation or data migration services that
may be required by KMC. Eftia will provide these services at a
per them rate of $1,250.
All travel expenses will be reasonable, itemized and subject to
prior written approval by KMC.
All applicable taxes are extra.
NOTE:
1. EFTIA WILL OFFER KMC SUBSIDIARY A 25% DISCOUNT ON CLEC
MASTER.SCRIBE PACKAGE IF THIS PACKAGE WAS TO BE PURCHASED AS
PART OF THIS MOA.
2. THE PRICES QUOTED FOR PHASES II TO V ARE VALID FOR ONE YEAR
FROM THE DATE OF QUOTATION, BUT ARE SUBJECT TO
RE-NEGOTIATION SHOULD KMC'S BUSINESS REQUIREMENTS CHANGE.
ALL SUPPORT PRICES ARE SUBJECT TO CHANGE AND WILL BE BASED
ON THEN CURRENT LIST PRICE OF SUPPORT.
4. PROJECT MILESTONES
The project milestones will be agreed to, in writing, by KMC and
Eftia after project kickoff meeting. Proposed milestones are as
follows:
2
PHASE I CLEC Master.Scribe
Service Order for Long Distance
Service Order for Enhanced Data Services
Form Generation System - Two forms (ASR, LSR)
Additional Forms for Service Order - Seven Forms
(E911, LIDB, CNAM, MCI LD, Calling Card,
Toll-Free, Lucent Service Order Form)
Integrated Fax Server
Basic Network Management Interface
Interface to Billing System Service Bureau - Note
2
AR System Software Licenses - As per quotation in
Appendix A
All Required Training (as per quotation in
Appendix A)
PHASE II Integrated Paging and IVR System
Workforce Management
ASR Order Gateway with single set of transactions
LSR Order Gateway with single set of transactions
Interface to LNP Service Bureau (Illuminet)
All Required Training (as per quotation in
Appendix A)
PHASE III Integrated Basic Network Management Interface
Service Impact Module
E911 and Directory Assistance Interfaces
Interface to LIDB / CNAM Service Bureau
(Illuminet)
3
PHASE IV WEB Interface for Order Submission and Query
Real Time Business Process Metrics for Service
Order
WEB Interface for Ticket Submission and Query
Real Time NOC Metrics
ARSystem Software Licenses - As per quotation in
Appendix A
PHASE V Trouble Administration Gateway - Client
Trouble Administration Gateway - Manager
NOTE:
1. ALL PHASES ARE SUCCESSIVE. IMPLEMENTATION OF PHASES II TO V
IS DEPENDENT UPON THE SUCCESSFUL IMPLEMENTATION OF EACH
PREVIOUS PHASE. KMC WILL INFORM EFTIA OF PHASE CONTENTS AND
START DATES WHICH ARE SUBJECT TO CHANGE SHOULD KMC'S
BUSINESS REQUIREMENTS CHANGE.
2. INTERFACE TO BILLING SYSTEM MILESTONE IS BASED UPON THE
IMPLEMENTATION OF AN INDUSTRY STANDARD BILLING PLATFORM. AN
INTERFACE TO ANY OTHER BILLING SYSTEM REQUIRES EFTIA'S
APPROVAL AND COULD CHANGE THE COST AND THE PHASE IN WHICH
THE INTERFACE TO THE BILLING SYSTEM WOULD OCCUR.
5. PAYMENT TERMS
All payments are due net 30 days from receipt of invoice.
Interest rate of 2% per month will apply on any late payment.
Training and additional Customizations will be billed at the end
of the month they are delivered.
All travel expenses will be billed on a monthly basis and are due
on receipt of detailed invoice. Actual expense bills will be
provided with each invoice.
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DESCRIPTION AMOUNT
----------- ------
PHASE I On completion of JAD (Joint $342,726
Application Design ) With
KMC And KMC's selected billing
vendor.
Upon implementation of CLEC $685,454
Master.Scribe System
This includes cost for CLEC
package, ARSystem licenses and
one-year support on AR System
licenses only.
Upon implementation of Service $103,000
Order for Long Distance
Upon implementation of Service $103,000
Order for Enhanced Data Services
Upon completion of above items - $180,000
Support for CLEC package
Upon implementation and $35,400
Integration of Form Generation
System - Two forms
Upon implementation and $23,600
Integration of each additional
forms for Service Order
Total
$165,200
Upon implementation of Integrated $35,400
Fax Server
Upon implementation of Inter-face $82,128
to Billing System Service Bureau
(Note 2)
Upon implementation of Backup $47,200
Software
PHASE II Upon implementation of Integrated $35,400
Paging and IVR System
Upon integration of Workforce $118,000
Management
Upon Implementation of Interface $177,000
to LNP Service Bureau (Illuminet)
- APPROXIMATE COST
Upon Implementation of ASR Order $619,500
Gateway with single set of
transactions
5
Upon Implementation of LSR Order $472,000
Gateway with single set of
transactions
PHASE III Upon Integration of Basic Network $70,800
Management Interface
Upon Implementation and $236,000
Integration of Service Impact
Module
Upon implementation of E911 and $354,000
Directory Assistance Interfaces
Upon Implementation of Interface $177,000
to LIDB/CNAM Service Bureau
(Illuminet) - APPROXIMATE COST
PHASE IV Upon implementation of WEB $59,000
Interface for Order Submission
and Query
Upon implementation of Real Time $41,300
Business Process Metrics for
Service Order
Upon implementation of WEB $59,000
Interface for Ticket Submission
and Query
Upon implementation of Real Time $39,530
NOC Metrics
AR System Licenses and Support $52,510
PHASE V Upon implementation of Trouble $590,000
Administration Gateway - Client
Upon implementation of Trouble $590,000
Administration Gateway - Manager
NOTES:
1. EACH TIME EFTIA SELLS AND COLLECTS FROM SALE
OF TA GATEWAY, A ROYALTY OF 20% OF THE NET
SALE PROCEEDS COLLECTED BY EFTIA FROM SUCH
SALE WILL BE PAID TO KMC. THIS PAYMENT, BY
EFTIA TO KMC, IN AGGREGATE, WILL NOT EXCEED
50% OF THE TA GATEWAY COST PAID BY KMC TO
EFTIA.
2. INTERFACE TO BILLING SYSTEM MILESTONE IS
BASED UPON THE IMPLEMENTATION OF AN INDUSTRY
STANDARD BILLING PLATFORM. AN INTERFACE TO
ANY OTHER BILLING SYSTEM REQUIRES EFTIA'S
APPROVAL AND COULD CHANGE THE COST AND THE
PHASE IN WHICH THE INTERFACE TO THE BILLING
SYSTEM WOULD OCCUR.
6
6. CHANGE REQUEST
Any change request is required in writing. Upon receipt of a
change request, system development timelines and associated costs
will be provided to KMC for approval.
7. LICENSE AGREEMENT
The attached License Agreement identified as Appendix B needs to
be read and initialized for acceptance of the terms.
8. SOFTWARE SUPPORT AGREEMENT
The attached Software Support Agreement identified as Appendix C
needs to be read and initialized for acceptance of the terms.
9. ATTACHMENTS
Appendix A - Quotations dated October 26th, 1998
Appendix B - Software License Agreement
Appendix C - Software Support Agreement
7
10. ACCEPTANCE
IN WITNESS WHEREOF, the parties have caused this Memorandum of
Agreement to be executed by their duly authorized
representatives.
KCM Telecom Holdings, INC EFTIA OSS SOLUTIONS INC
By: /S/ By: /S/
---------------------- ----------------------
Title: CIO Title: CFO
------------------- -------------------
Date: 10 NOV. 1998 Date: NOV. 17, 1998
-------------------- --------------------
8
EFTIA OSS SOLUTIONS, INC.
APPENDIX "B" - LICENSE AGREEMENT
This is a legal and binding agreement between you "End User" and
Eftia OSS Solutions Inc ("Eftia"). By accepting the delivery of
the software, the End User agrees to and accept all terms of this
license agreement. If the End User does not agree to all terms,
do not accept the application software and return the product(s),
all manuals and documentation within 30 days of first acquiring
this product.
1. DEFINITION
As used herein, the term "Software" means the EFTIA Application
Module Software provided with this License, including all
associated schema definitions, filters, escalations, active links
and menus and all supporting documentation ("`Documentation") for
which the End User has purchased licenses. Software, as used
herein, does not refer to source code and no license is granted
with respect to source code software. No license is granted with
respect to EFTIA Application Module Software for which the End
User has not paid the applicable license fee. Evaluation Licenses
for the Software are provided for a limited term as described in
Paragraph 2 below.
2. LIMITED USE LICENSE
In consideration of the End User's license fee, EFTIA hereby
grants to the End User and the End User's affiliates, a
non-exclusive, nontransferable License to install and use the
programs(s) on a server directly connected to a local area
network, object code form only, upon the terms and conditions of
this License Agreement. The total number of users that may access
the server on which the Software is installed is limited to the
number of designated users for which Remedy client licenses have
been purchased. THE SOFTWARE MAY ONLY BE USED FOR THE PROCESSING
OF THE END USER'S OWN INFORMATION AND DATA. If the Software has
been provided to the End User for evaluation, the license grant
above shall be limited to a 30-calendar day term after which the
license shall automatically terminate. Eftia and its licensors
retain all rights not expressly granted herein. With the
exception of evaluation Software, the End User may assign the End
User's rights under this License Agreement to a third party who
agrees in writing to be bound by this License Agreement prior to
the assignment and provided that the End User transfer all copies
of the Software and related documentation to the third party and
destroy any copies not transferred. Except as set forth above,
the End User may not assign the End User's rights under this
License Agreement. The End User agrees that EFTIA may cause an
audit and/or inspection to be made of the End User's applicable
records and facilities in order to verify compliance with the
terms and conditions of this License Agreement.
3. OWNERSHIP OF SOFTWARE
This license is not a sale of the Software or any copy thereof.
All worldwide ownership of and rights, title and interest in and
to the Software, and all copies and portions thereof, including
without limitation, all copyrights, patent rights, trademark
rights, trade secret rights, inventions and other proprietary
rights therein and thereto, are and shall remain exclusively in
EFTIA and its Licensors.
4. COPY RESTRICTIONS
The Software and the accompanying written materials ("the
Documentation") are protected by federal copyright law and
international treaties. The End User may not prepare derivative
works of the Software but may combine the Software with other
software and customize the Software in accordance with the
supporting Documentation. The End User may create a reasonable
number of backup or archive copies of the Software. In addition,
the End User may copy the Software, provided that the End User
has purchased a license for each copy of the Software that the
End User makes. The End User agrees that: (a) the End User shall
not, (b) the End User shall not permit a third party to and (c)
if the End User is a corporation, the End User shall use
reasonable efforts to prevent the End User's employees and
contractors from attempting to (i) decompile, disassemble,
reverse engineer or otherwise attempt to reconstruct or discover
the source code of any Software, or to (ii) remove any product
identification, copyright or other notice from the Software or
the Documentation. The End User shall not release the results of
any benchmark of the Software to any third party. without the
written prior consent of EFTIA.
5. TERMINATION
The license granted herein is effective until terminated, except
for evaluation copies of the Software which have a 30 calendar
day license term. This license will terminate immediately without
prior additional notice if the End User fails to comply with any
material provisions of this License Agreement and fail to correct
such default within 30 days after notice thereof. Upon
termination or expiration of the evaluation term, the End User
shall remove all copies of the Software or any part thereof from
the server and any and all of the End User's systems and storage
devices, and destroy the same and destroy all Documentation. Upon
EFTIA'S written request the End User shall certify to EFTIA in
writing that all complete and Partial copies of the Software and
the Documentation have been destroyed and that none remain in the
End User's possession or under the End User's control. The
provisions of this License Agreement other then the license grant
contained in Section 2 ("Limited Use License") hereof, shall
survive termination.
2
6. LIMITED WARRANTY AND DISCLAIMERS
EFTIA warrants to the End User, for the period of thirty (30)
days from the date of delivery to the End User, that the software
will be free from defects in media, and, if not modified and if
properly installed and used, will substantially conform to the
material specifications set forth in the documentation ("limited
warranty"). Such warranties are for the End User's benefit and
the benefit of the End User's affiliates only and are
non-transferable. EFTIA does not warrant that the software will
operate error free, or uninterrupted, or will meet the End User's
requirements. Except for the express warranties stated in this
section 6 ("Limited Warranty and Disclaimers"), the software and
documentation are each licensed "as is" and EFTIA hereby
specifically excludes and disclaims all warranties, whether
express, implied or statutory, including, without limitation, the
implied warranties of merchantability and of fitness for a
particular purpose.
7. EXCLUSIVE REMEDY
The End User's sole and exclusive remedy, and EFTIA'S sole and
exclusive obligation and liability, with respect to Software
which does not conform to an express warranty set forth above, or
with respect to Software or the quality or performance thereof
under any warranty, negligence, strict liability or other theory,
shall be (a) in the case of a defect, to provide non-defective
replacement of the Software, or (b) in case of a material
non-conformance with specifications to use commercially
reasonable efforts to correct such material non-conformance or,
if such is not reasonably feasible, in EFTIA'S opinion, to refund
the Software license fee upon return of the Software and
destruction of all remaining copies. The End User understands
that EFTIA does not guarantee that any error or other
non-conformance can and will be corrected. This limited Warranty
is void if failure of the Software has resulted from the End
User's negligence or misapplication. The End User agrees to
report any material non-conformance in the Software to EFTIA and
provide EFTIA with all available information in written or
electronic form so as to enable EFTIA to reproduce the
non-conformance.
3
8. LIMITED LIABILITY
Neither EFTIA or the End User will be liable for any special,
indirect, incidental or consequential damages of any kind or
nature whatsoever, arising out of or in any way related to this
agreement, the software or the use of or inability to use the
software, including, without limitation, lost goodwill, lost
profits, loss of data or software, work stoppage or impairment of
other goods, and whether arising out of breach of warranty,
breach of contract, tort (including negligence), strict liability
or otherwise, even if advised of the possibility of such damage
or if such damage could have been reasonably foreseen, and
notwithstanding any failure of essential purpose of any exclusive
remedy provided herein, in addition, except for Section 11
("Patent and Copyright Indemnity") in no event shall EFTIA'S
total liability relating to or in connection with this agreement
or any software, whether based on contract, warranty, tort
(including negligence), strict liability or otherwise, exceed the
actual amount paid to EFTIA for software giving rise to the
liability. In no event shall EFTIA be liable for the costs of
procurement of substitute software or services.
9. U.S. GOVERNMENT RESTRICTED RIGHTS
If this Software is being acquires by the U.S. Government, the
Software and related documentation is commercial computer
software and documentation developed exclusively at private
expense, and (a) if acquired by or on behalf of a civilian
agency, shall be subject to the terms to this computer software
License as specified in 48 C.F.R. 12.212 of the Federal
Acquisition Regulations and its successors; and (b) if acquired
by or on behalf of units of the Department of Defense ("DoD")
shall be subject to the terms of this commercial computer
software license as specified in 48 C.F.R. 227.720202, DoD FAR
Supplement and its successors.
10. EXPORT
The Software is subject to the export control laws and
regulations of the United States, and the End User agrees to
fully comply with all U.S. export control laws and regulations
11. PATENT AND COPYRIGHT INDEMNITY
EFTIA will defend, at its own expense, any legal action brought
against the End User to the extent that it is based on a claim
that the Software used within the scope of this Agreement
infringes a patent, copyright or other intellectual property
right of third party, and EFTIA will pay any costs and damages
finally awarded against the End User in any such action that are
4
attributable to any such claim or incurred by the End User
through settlement thereof. However, such defense and payments
are subject to the condition that the End User must: (i) notify
EFTIA promptly in writing of such claim, (ii) permit EFTIA to
have sole control of the defence, compromise or settlement of
such claim, including, any appeals, provided that EFTIA will not
settle any claims against the End User without the End User's
prior written consent, which will not be unreasonably withheld,
and (iii) reasonably cooperate with EFTIA in the defence or
settlement of such claim at no charge to EFTIA. Except as
described above, EFTIA shall not be liable for any other costs,
damages or fees incurred by the End User in connection with such
action or claim unless authorized in writing by EFTIA.
Should the Software become, or in EFTIA'S opinion be likely to
become, the subject of any such claim, the End User shall permit
EFTIA, at EFTIA'S option and expense, to (a) procure for the End
User the right to continue using the Software, (b) replace or
modify the Software so that it becomes non-infringing, or (c) if
the foregoing, is nor practicable, terminate the right to use the
Software and remove the Software, upon which termination the End
User agrees to promptly return and/or destroy all copies of the
Software and certify the same to EFTIA, whereupon EFTIA will
refund the End User license fees for the Software as depreciated
on a straightens three (3) year basis.
EFTIA shall have no liability, for any claim of patent or
copyright infringement which is based on (a) the use of other
than the then latest version the Software, if such infringement
could have been avoided by the use of the latest version so long
as the latest version is available to the End User at no charge,
(b) the use or combination of the Software with software,
hardware or other materials not provided or approved by EFTIA,
provided such infringement would not have arisen but for such use
or combination, (c) use of the Software in a manner other than
for which it was designed or contemplated as evidenced by EFTIA'S
published specification, (d) any modification by the End User or
a third party of the Software that is not approved by EFTIA, or
(e) any compliance with specific, detailed written designs, plans
or specifications furnished by the End User or on the End User's
behalf.
This section 11 ("Patent and Copyright Indemnity") states the
entire liability of EFTIA, and the End User's sole and exclusive
remedy, with respect to infringement of any patents, copyrights,
or other intellectual property rights, and EFTIA shall have no
additional liability with respect to any alleged or proved
infringement.
5
12. GOVERNING LAW
This Agreement is governed by the laws of the State of New Jersey
without regard to conflict of laws, rules and principles. The
United Nations Convention on Contracts for the International Sale
of Goods is specifically disclaimed.
13. MISCELLANEOUS
If any provision hereof shall be held illegal, invalid or
unenforceable, in whole or in part, such provision shall be
modified to the minimum extent necessary to make it legal, valid
and enforceable, and the legality, validity and enforceability of
all other provisions of this Agreement shall not be affected
thereby. No delay or failure by either party to exercise or
enforce at any time any right or provision hereof shall be
considered a waiver thereof, or of such party's right thereafter
to exercise or enforce each and every right and provision of this
Agreement. A waiver or amendment hereto shall be effective only
if it is in writing (by non-preprinted agreement or terms and
conditions) and signed by an authorized representative of the End
User and EFTIA. No single waiver shall constitute a continuing or
subsequent waiver. The prevailing party in any action to enforce
this Agreement shall be entitled to recover costs and expenses,
including reasonable attorneys' fees. The price terms of this
Agreement are confidential and no press release or any other
written or oral disclosure of any price terms may be made by
either party without the other party's prior written consent.
This Agreement is the complete and exclusive statement of the End
User and EFTIA relating to the subject matter hereof and
supersedes all prior oral and written and all contemporaneous
oral negations, commitments and understandings of the parties.
EFTIA OSS SOLUTIONS INC. KMC TELECOM HOLDINGS INC.
Signature: /S/ Signature: /S/
------------------------- -------------------------
Name/Title: CFO Name/Title: CIO
------------------------ ------------------------
Date: NOV. 17, 1998 Date: 10 NOV. 1998
------------------------------ ------------------------------
6
APPENDIX C
[object omitted] Eftia OSS Solutions Inc.
CUSTOMER SUPPORT SERVICES AGREEMENT
This Customer Support Services Agreement (the "Agreement") is
effective as of 1 December 1998 ("Effective Date") by and between
Eftia OSS Solutions, Inc. ("'EFTIA"), with its principal place of
business at 0000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxx XxX 0X0
and KMC TELECOM HOLDINGS INC. ("Licensee"), with its principal
place of business at 0000 XXXXX 000, XXXXX 000, BEDMINSTER, NJ
07921.
The following are included herein by reference as integral parts
of this Agreement:
EXHIBIT A: Licensed Software Products Covered by this Agreement
EXHIBIT B: Explanation of Escalation Procedures
1. DEFINITIONS
1.1 "Documentation" shall mean any user manuals, release notes,
installation notes, and other materials in any form provided in
conjunction with the Licensed Software Products.
1.2 "Error" means a problem which causes the Licensed Software
Products not to perform substantially in accordance with the
specifications set forth in applicable Licensed Software Products
Documentation.
1.3 "Licensee" shall mean that End User which acquires the
Licensed Software Product for its own use and which has no right
to sublicense or transfer the Licensed Software Product to any
third party, and its subsidiaries and affiliates.
1.4 "Licensed Software Product(s)" shall mean the software in
object code specified on a purchase order referencing this
agreement, together with the Documentation, licensed to the
Licensee by way of a separate license agreement.
7
1.5 "Release" shall mean any update, enhancement, or bug-fix of a
Licensed Software Product which is substantially similar to and
is marketed under the same product number and nomenclature. A
Release is designated by a number to the right of the decimal
point (such as Vx.1 or Vx.2 or Vx.2.2).
1.6 "Site" shall mean a single corporate or business entity,
located within an area having a radius of less than 25 miles (40
kilometers) for which a single Customer Support Services
Agreement exists to cover support of all Licensed Software
Products.
1.7 "Software Maintenance" shall mean the issuance of new
Releases of Licensed Software Products on an as-needed basis in
order to correct "bugs" or to add functional enhancements.
1.8 "Software Support" shall mean providing commercially
reasonable responses to a reasonable amount of technical
questions posed via telephone, facsimile or electronic mail
during Eftia's normal business hours - 8.00 a.m. to 5.00 p.m.
EST.
1.9 "Update" shall mean at Release of the Licensed Software
Product or new Documentation designated to correct any Errors or
to improve performance or functionality.
1.10 "Version" shall mean specific edition of the Licensed
Software Products and is designated by a number located to the
left of the decimal point (such as Vl.x or V2.x). Each new
Version of the Licensed Software Products contains significant
functionality changes or improvements.
2. PURPOSE AND SUPPORT PLANS AVAILABLE
2.1 Purpose: Eftia offers optional support and maintenance plans
for the Licensed Software Products detailed in Exhibit A on an
annual subscription basis. Licensee desires to subscribe to one
of these support plans as indicated on Exhibit A.
2.2 Support Plans: Licensee may obtain services under this
Agreement by issuing a purchase order to Eftia. No purchase order
is binding on Eftia unless and until accepted by Eftia and
nothing contained in any purchase order, P.O. Acknowledgment, or
invoice shall in any way modify the terms of this Agreement or
add any additional terms or conditions.
The Basic Plan: Eftia will provide diagnostic assistance through
telephone, facsimile or electronic mail to assist Licensee in
isolating and resolving Errors and other problems during normal
8
business hours. Response time is two (2) hours or less. The Basic
Plan also includes updates to Licensed Software Product and
Documentation or delivery of software patches and workarounds.
Support Coverage: Monday to Friday 8:00 to 17:00 EST,
excluding Eftia Holidays
Telephone Number: 0-000-000-0000 (1 888 42EFTIA)
E-mail Address: xxxxxxx@xxxxx.xxx
B. Consulting Services: Licensee questions concerning the
adaptation or modification of the supported Software
Licensed Products are not covered by this Customer
Support Agreement. Eftia does offer optional Consulting
Services for areas beyond the scope of this Agreement
for additional fees.
3. EFTIA RESPONSIBILITIES
3.1 Eftia will provide the standard Software Support services on
weekdays from 8:00 AM to 5:00 PM, Eastern Standard Time,
excluding Eftia holidays.
3.2 Eftia shall investigate Errors in the Licensed Software
Product reported by the Licensee. If Xxxxx's investigation
reveals an Error or malfunction in the supported Licensed
Software Products, Eftia will use commercially reasonable
efforts to either provide a correction to the Error or to
provide a suitable workaround solution.
9
3.3 Eftia shall have no obligation to support:
A. Altered or Licensee/Third Party-modified Licensed
Software Products that have not been approved by Eftia;
B. Derivative works;
C. Any combination of the supported Licensed Software
Product with other software not covered by this
Agreement that has not been approved by Eftia;
D. Software Errors created through Licensee's negligence
or misapplication of the Licensed Software Products for
purposes other than those specified in the
Documentation;
E. Software Errors resulting from hardware malfunction or
Licensee's failure to backup data;
F. Licensed Software Product used on non-qualified
computer systems or hardware. Eftia will provide to the
Licensee a list of qualified hardware and software upon
releasing any enhancements to the product as part of
the support agreement.
3.4: Eftia will provide support services for the most recent
Release of the Licensed Software Product. Eftia will also
support the preceding release ("Previous Sequential
Release") until the most recent Release has been generally
commercially available for one (1) year.
3.5 Product Updates: The Licensee will be provided software
upgrades from Eftia, if annual maintenance fees are current.
3.6 Eftia will provide temporary re-host of the Licensed
Software Product at extra cost to a substantially similar
back-up system when the primary designated system is
inoperable.
4. LICENSEE RESPONSIBILITIES
4.1 Licensee shall appoint a Technical Representative, and an
Alternate if the system size warrants i, who will be trained
and qualified to maintain the integrity of the Licensed
Software Products on Licensee's system. The Technical
Representative or Alternate shall make all technical
communications by Licensee to Eftia. All technical
information and materials provided to Eftia pursuant to this
Agreement will be routed to the Technical Representative.
10
4.2 Licensee end users shall use reasonable efforts to read,
comprehend and follow operating instructions and procedures
specified in Documentation.
4.3 Licensee will use reasonable efforts to notify Eftia if
problems or Errors with the Licensed Software Product are
encountered. Licensee shall provide descriptions of the
Error to Eftia. Licensee will answer questions and use
reasonable efforts to assist Xxxxx's efforts to duplicate
any Licensed Software Product Errors or problems. Subject to
Licensee's security and confidentiality requirements,
Licensee will provide Eftia with access to and use of
information and system facilities reasonably determined
necessary by Eftia to provide timely support.
4.4 Licensee will provide reasonable remedial corrective action,
if necessary, under the direction of Eftia support
personnel.
4.5 For customers on the Eftia Support Plan, at least two named
technical contacts must have received training on all of the
Licensed Software Products in use at Licensee's site.
5. TERM
5.1 Term: Unless terminated earlier as provided herein, this
Agreement is effective for one (1) year from the Effective
Date of this Agreement.
5.2 Renewal: This Agreement will be automatically renewed for
additional one year terms unless Licensee notifies Eftia in
writing that support is not being renewed. Licensee agrees
to provide at least thirty (30) days written notice that
support is not being renewed. Eftia has the right not to
renew this Agreement with respect to the Licensed Software
Products by providing written notice of such election at
least ninety (90) days prior to the anniversary date, if and
only if Eftia no longer generally provides support for such
Licensed Software Products, or no longer provides the
specific services previously offered.
6. PAYMENT TERMS
6.1 Payment Terms: Payment terms are net 30 days from receipt of
Eftia invoice.
6.2 Payment will be made in U.S. dollars to Eftia's Corporate
Address.
6.3 All prices are F.O.B. at Ottawa, ONTARIO, Canada.
11
6.4 In addition to any other sums payable hereunder, Licensee
shall pay all reasonable transportation charges, shipping
insurance or duties, and shall be responsible for any and
all taxes, import or export fees, excise taxes, and
withholding taxes arising from use of the licensed Software
Products (excluding taxes based upon Eftia's income).
7. CONFIDENTIALITY
7.1 Both parties understand and acknowledge that by reason of
their relationship with each other, they will have access to
certain information and materials concerning the other
party's business, plans, customers, and technology, that are
confidential and of substantial value, which value would be
impaired if such information were disclosed to third
parties. Both parties agree that they shall not use in any
way for its own account or the account of any third party,
nor disclose to any third party, any such confidential
information revealed to it by the other party other than to
fulfill its express obligations under this Agreement except
as otherwise required by applicable law or legal process.
Each party will take every reasonable precaution to protect
the confidentiality of such information.
7.2 All customer lists, potential customer lists, marketing and
financial information, business plans, and technical
information, whether written or verbal, shall be deemed
confidential information.
7.3 Licensed Software Products and all code, inventions,
algorithms, know how and ideas obtained from Eftia shall be
deemed confidential information.
7.4 This Agreement is confidential and neither party shall make
any public announcement of this Agreement or the
relationship between the parties without the advance,
written consent of the other party.
8. TERMINATION
8.1 Termination for Cause: Upon default in the performance of
any provision of this Agreement, the non-defaulting party
will issue a written notice to the defaulting party and if
the default is not cured, or the defaulting party does not
submit a Plan for Cure acceptable to the non-defaulting
party, within 30 days then the non-defaulting party shall
have the right to terminate the agreement immediately.
A. Eftia may suspend or terminate services under this
Agreement if Licensee fails to timely pay support fees.
12
B. In the event Licensee terminates this Agreement, Eftia
will refund any unused support fees that have already
been paid by the Licensee to Eftia.
8.2 Termination for Insolvency: Either party may terminate this
Agreement immediately upon written notice in the event the
other party shall (a) become insolvent or files or have
filed against it a petition for bankruptcy (which is not
dismissed within 90 days after it is filed), or (b) make an
assignment for the benefit of creditors, or (c) dissolve or
cease to do business in the ordinary course.
8.3 Services under this Agreement shall automatically terminate
upon termination of the License Agreement.
9. LIMITED LIABILITY
9.1 EFTIA'S SOLE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR
DAMAGES WITH RESPECT TO SERVICES UNDER THIS AGREEMENT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY,
SHALL BE LIMITED TO THE AMOUNT PAID ANNUALLY BY LICENSEE FOR
THESE SERVICES.
9.2 UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL EFTIA OR
LICENSEE BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, ARISING IN ANY WAY OUT OF THIS
AGREEMENT OR THE USE OF THE LICENSED SOFTWARE PRODUCT OR
DOCUMENTATION.
10. ASSIGNMENT
10.1 This Agreement and the rights hereunder are not transferable
or assignable without the prior written consent of the
parties hereto, except for rights to payment and except to a
person or entity who acquires all or substantially all of
the assets or business of a party, whether by sale, merger
or otherwise.
11. GENERAL
11.1 Headings: Headings and captions are for convenience only and
are not to be used in the interpretation of this Agreement.
13
11.2 Governing Law: This agreement shall be governed by and
construed under the laws of the State of New Jersey. In any
action or proceeding to enforce rights under this Agreement,
the prevailing party shall be entitled to recover reasonable
costs and attorneys' fees.
11.3 No Waiver: Failure by either party to enforce any provision
of this Agreement will not be deemed a waiver of future
enforcement of that or any other provision.
11.4 Partial Invalidity: If any portion of this Agreement is held
to be invalid by a court of competent jurisdiction, then the
remaining provisions shall nevertheless remain in full force
and effect.
11.5 Notices: Notices under this Agreement shall be sufficient
only if personally delivered, delivered by a major
commercial rapid delivery courier service or mailed by
certified or registered mail, return receipt requested to a
party at its addresses first set forth herein or as amended
by notice pursuant to this subsection. If not received
sooner, notice by mail shall be deemed received 5 days after
deposit in Canada or international mails.
11.6 Entire Agreement: This Agreement sets forth the entire
agreement and understanding of the parties relating to the
subject matter and supersedes all prior agreements or
representations, oral or written, regarding such subject
matter. No modification of or amendment to this Agreement,
nor any waiver of rights under this Agreement, shall be
effective unless in writing signed by authorized
representatives of both parties.
14
EXHIBIT A
SOFTWARE COVERED BY THIS AGREEMENT
|X| Licensee elects to subscribe to the Basic Support Plan.
EFTIA OSS MODULES:
Master.Scribe CLEC
Licensee /S/ Date 10 NOV. 1998
--------------------------- -----------------------------
Eftia /S/ Date NOV. 17, 1998
------------------------------ -----------------------------
15
EXHIBIT B
ESCALATION PROCEDURES
Eftia shall investigate Errors in the Licensed Software Product
reported by the Licensee. If Xxxxx's investigation reveals an
Error or malfunction in the supported Licensed Software Products,
Eftia will use commercially reasonable efforts to either provide
a correction to the Error or to provide a suitable workaround
solution.
Eftia classifies Errors as follows:
A. CRITICAL: Licensee is unable to use the Licensed
Software Product because specified functions are
consistently failing, resulting in critical impact to
operations; with no known workaround. Eftia will use
commercially diligent efforts to have a two hour
acknowledgment, and same day response, and a one-day
resolution/work around/patch.
B. MAJOR: Licensee is able to use the Licensed Software
Product but is severely restricted because specified
functions are failing, resulting in impaired
productivity. There is a workaround but it is awkward.
Eftia will use commercially diligent efforts to have a
two hour acknowledgment, one day response, and two-day
resolution/work around/patch.
C. MODERATE: Licensee Nvork is impeded but progress is not
seriously impacted. Eftia will use commercially
diligent efforts to have a one day acknowledgment and a
four day response.
X. XXXXX: Licensee has discovered Licensed Software
Product behavior that is different from specifications
in Documentation, but operations are not impacted.
There may be a known workaround. Eftia will acknowledge
problem and will endeavor to resolve the problem in a
future bug-fix or minor release.
If Licensee does not receive the level of attention that Licensee
feels is necessary to resolve the Error or problem, or Licensee
feels the problem should be reclassified, the Licensee should
contact the manager of the Eftia Customer Care (Telephone Number:
1 613 722 4407). Eftia encourages Licensee to use this option any
time that Licensee would like to speak with an Eftia manager
about concerns with the level of support.
Eftia's modules are supported by the developers that engineered
them. Our software developers are on a support rotation
specifically to focus on customer concerns or troubles. The
support line takes the initial call and then passes on the
trouble to the appropriate developer for resolution. Eftia 's
staff wear pagers to ensure prompt response to any troubles
during the support hours.
16
KMC Telecom Holdings, Inc. /S/ Date 10 NOV. 1998
---------------------- --------------------------
Eftia /S/ Date NOV 17, 1998
---------------------- --------------------------
QUOTATION FROM: QUOTATION TO:
XxxXxxxx Xxxxx (graphic Xxxxxx Xxxxxx
Eftia OSS Solutions, Inc. omitted) KMC Telecom
0000 Xxxxx Xx., 0xx Xxxxx Xxxxx 000, 0000 Xxxxxxxxxxxx Xxxx.
P.O. Box 165 Duluth, Georgia
Ottawa, Ontario K1Y 4S1 30096
EFTIA OSS SOLUTIONS INC.
Tel: (000) 000-0000 Tel: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
PHASE I KMC REVISED
APPENDIX: A
Quotation Number: 102698.1 Quotation Expiry: October 30th, 1998
Quotation Date: October 26th, 1998 Currency: US $$'s
ITEM PART NO. DESCRIPTION QTY UNIT PRICE EXT. PRICE COMMENTS
01A Eftia's CLEC Package. Includes: 1.00 $1,000,000 $1,000,000
Service Order
Circuit Inventory and Asset
Telephone Number Administration
Maintenance System
Includes CLR and DLR
forms
Notes:
1) All the required
customizations for Service Order
are included - up to 20 days.
This does not include any work on
the interfaces.
One Year Support Cost 1.00 $180,000 $180,000
Discount - 15% ($150,000)
01B Service Order for Long Distance 1.00 $100,000 $100,000 Process ASRs from
AT&T
- Required customizations included
One Year Support Cost 1.00 $18,000 $18,000
Discount - 15% ($15,000)
01C Service Order for Enhanced Data 1.00 $100,000 $100,000 Process orders for
Services ATM, Frame Relay,
etc.
- Required customizations included
One Year Support Cost 1.00 $18,000 $18,000
Discount - 15% ($15,000)
02 Fax Integration Option
Form Generation System. Includes: 1.00 $30,000 $30,000
- Software and implementation of
two forms - ASR & LSR
- Integration to the fax server
One Year Support Cost 1.00 $5,400 $5,400
Additional Forms for Service Order 7.00 $20,000 $140,000
- E911, LIDB, CNAM, MCI LD, Calling
Card, Toll-Free and Lucent
Service Order Form
One Year Support Cost 1.00 $25,200
Integrated Fax Software Option. 1.00 $30,000 $30,000
Includes
- Server based software with
integration to Service Order
One Year Support Cost 1.00 $5,400 $5,400
03 Training
- All training is offered at
customer site
- Maximum number of ten (10)
students per class
- Training costs provided are per
class costs
Service Order Training
Four days of application and 2.00 $12,000 $24,000
"process" training
Two days of administration training 1.00 $7,000 $7,000
Circuit Inventory and Asset Training
Four days of user training 2.00 $12,000 $24,000
Two days of administration training 1.00 $7,000 $7,000
Telephone Number Administration Training
Three days of user training 1.00 $9,000 $9,000
Two days of administration training 1.00 $7,000 $7,000
Maintenance Training
Three days of user training 2.00 $9,500 $19,000
Two days of administration training 1.00 $7,000 $7,000
04 Required Software Licenses
AR System Server with multiple 2.00 $9,500 $19,000
server option. Includes three
fixed write licenses
AR System Floating Write licenses - 10.00 $10,000 $100,000
In packs of five (5)
AR System Fixed Write licenses - In 8.00 $4,000 $32,000
packs of five (5)
One Year Support Cost 1.00 $27,180
05 Backup Solution
Backup Software, Installation and 1.00 $40,000 $40,000
Customization Services for CLEC
Master.Scribe Package
One Year Support Cost 1.00 $7,200
06 Required Interfaces
Interface to Billing System Service 1.00 $160,000 $160,000
Bureau
- Includes ORB Software
One Year Support Cost 1.00 $28,800
Development Discount ($106,672)
NOTES:
- Cost for distributed application and disaster recovery
environments would be provided after detailed discussions with
KMC.
- No costing has been provided for setting up test and development environments.
- Customization and Integration assistance (including development of interfaces)
will be provided at a per diem rate of $1,250 or on a fixed price based on an
assessment.
ASSUMPTIONS:
- KMC would be providing the appropriate hardware and software to
run the Eftia OSS applications including the selected database
software.
Subtotal $1,882,508
GENERAL NOTES:
[1] All Taxes are extra
[2] Travel Expenses are extra
[3] Payment terms are net 30 days; 2% per month charged on all
overdue accounts
[4] FOB Ottawa
QUOTATION FROM: QUOTATION TO:
AllKarim Somji Xxxxxx Xxxxxx
Eftia OSS Solutions, Inc. (graphic omitted) KMC Telecom
0000 Xxxxx Xx., 0xx Xxxxx Xxxxx 000, 0000 Xxxxxxxxxxxx Xxxx.
P.O. Box 165 Duluth, Georgia
Ottawa, Ontario K1Y 4S1 30096
EFTIA OSS SOLUTIONS INC.
Tel: (000) 000-0000 Tel: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
PHASE II KMC REVISED
APPENDIX: A
Quotation Number: 102698.2 Quotation Expiry: October 30th, 1998
Quotation Date: October 26th, 1998 Currency: US $$'s
ITEM PART NO. DESCRIPTION QTY UNIT PRICE EXT. PRICE COMMENTS
01 Trouble Notification
Integrated Paging and Basic IVR 1.00 $30,000 $30,000
System
- Integrated and automated
notification from Maintenance
- Paging and Basic IVR hardware
and software
One Year Support Cost 1.00 $5,400 $5,400
02 Workforce Management
Workforce Management integrated to 1.00 $100,000 $100,000
Service Order and Maintenance
- For up to 100 scheduled users
One Year Support Cost 1.00 $18,000 $18,000
Workforce Management Training
Three days of user training 2.00 $9,000 $18,000
Two days of administration training 1.00 $7,000 $7,000
03 Required Interfaces
Interface to LNP Service Bureau 1.00 $150,000 $150,000 Approximate Cost
(Illuminet)
One Year Support Cost 1.00 $27,000
ASR Order Gateway with single set $525,000
of transactions. Customization
required for individual interfaces
- at extra cost
One Year Support Cost 1.00 $94,500
LSR Order Gateway with single set $400,000
of transactions. Customization
required for individual interfaces
- at extra cost
One Year Support Cost 1.00 $72,000
NOTES:
- Cost for distributed application and disaster recovery
environments would be provided after detailed discussions with
KMC.
- No costing has been provided for setting up test and development environments.
- Customization and Integration assistance (including development of interfaces)
will be provided at a per diem rate of $1,250 or on a fixed price based on an
assessment.
ASSUMPTIONS:
- KMC would be providing the appropriate hardware and software to
run the Eftia OSS applications including the selected database
software.
Subtotal $1,446,900
GENERAL NOTES:
[1] All Taxes are extra
[2] Travel Expenses are extra
[3] Payment terms are net 30 days; 2% per month charged on all
overdue accounts
[4] FOB Ottawa
QUOTATION FROM: QUOTATION TO:
XxxXxxxx Xxxxx (graphic Xxxxxx Xxxxxx
Eftia OSS Solutions, Inc. omitted) KMC Telecom
0000 Xxxxx Xx., 0xx Xxxxx Xxxxx 000, 0000 Xxxxxxxxxxxx Xxxx.
P.O. Box 165 Duluth, Georgia
Ottawa, Ontario K1Y 4S1 30096
EFTIA OSS SOLUTIONS INC.
Tel: (000) 000-0000 Tel: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
PHASE II KMC REVISED
APPENDIX:
Quotation Number: 102698.3 Quotation Expiry: October 30th, 1998
Quotation Date: October 26th, 1998 Currency: US $$'s
ITEM PART NO. DESCRIPTION QTY UNIT PRICE EXT. PRICE COMMENTS
01 Options for Maintenance
Integrated Basic Network Management 1.00 $60,000 $60,000
Interface. Includes:
- Customization of rules (maximum
of eight)
- Following Reports: Event
History, Category and Trend
- Event Archival
One Year Support Cost 1.00 $10,800 $10,800
Service Impact Module - Integrated 1.00 $200,000 $200,000
to Maintenance and Circuit
Inventory to provide circuit trace
and customer impact
One Year Support Cost 1.00 $36,000 $36,000
02 Required Interfaces
Interface to E911 and Directory 1.00 $300,000 $300,000
Assistance Service Bureau
One Year Support Cost 1.00 $54,000
Interface to LIDB/CNAM Service 1.00 $150,000 $150,000 Approximate Cost
Bureau (Illuminet)
One Year Support Cost 1.00 $27,000
NOTES:
- Cost for distributed application and disaster recovery
environments would be provided after detailed discussions with
KMC.
- No costing has been provided for setting up test and development environments.
- Customization and Integration assistance (including development of interfaces)
will be provided at a per diem rate of $1,250 or on a fixed price based on an
assessment.
ASSUMPTIONS:
- KMC would be providing the appropriate hardware and software to
run the Eftia OSS applications including the selected database
software.
Subtotal $837,800
GENERAL NOTES:
[1] All Taxes are extra
[2] Travel Expenses are extra
[3] Payment terms are net 30 days; 2% per month charged on all
overdue accounts
[4] FOB Ottawa
QUOTATION FROM: QUOTATION TO:
XxxXxxxx Xxxxx (graphic Xxxxxx Xxxxxx
Eftia OSS Solutions, Inc. omitted) KMC Telecom
0000 Xxxxx Xx., 0xx Xxxxx Xxxxx 000, 0000 Xxxxxxxxxxxx Xxxx.
P.O. Box 165 Duluth, Georgia
Ottawa, Ontario K1Y 4S1 30096
EFTIA OSS SOLUTIONS INC.
Tel: (000) 000-0000 Tel: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
PHASE IV KMC REVISED
APPENDIX: A
Quotation Number: 102698.4 Quotation Expiry: October 30th, 1998
Quotation Date: October 26th, 1998 Currency: US $$'s
ITEM PART NO. DESCRIPTION QTY UNIT PRICE EXT. PRICE COMMENTS
01A WEB Interface for Order Submission 1.00 $50,000 $50,000 Requires ARWeb Server
and Query product
One Year Support Cost 1.00 $9,000 $9,000
01B "Real Time" Business Process 1.00 $35,000 $35,000 Requires Flashboards
Metrics for Service Order Server product
One Year Support Cost 1.00 $6,300 $6,300
02A WEB Interface for Ticket Submission 1.00 $50,000 $50,000 Requires ARWeb Server
and Query Product
One Year Support Cost 1.00 $9,000 $9,000
02B "Real Time" NOC Metrics 1.00 $33,500 $33,500 Requires Flashboards
Server Product
One Year Support Cost 1.00 $6,030 $6,030
03 Action Request System - ARWeb 2.00 $12,000 $24,000
Action Request System - Flashboards 2.00 $8,500 $17,000
with one five pack fixed licenses
Additional five pack fixed licenses 1.00 $3,500 $3,500
for Flashboards
One Year Support 1.00 $8,010
NOTES:
- Cost for distributed application and disaster recovery environments
would be provided after detailed discussions with KMC. - No costing
has been provided for setting up test and development environments. -
Customization and Integration assistance (including development of
interfaces) will be provided at a per diem rate of $1,250 or on a
fixed price based on an assessment.
ASSUMPTIONS:
- KMC xxxx be providing the appropriate hardware and software to run
the Eftia OSS applications including the selected database software.
Subtotal $251,340
GENERAL NOTES:
[1] All Taxes are extra
[2] Travel Expenses are extra
[3] Payment terms are net 30 days; 2% per month charged on all
overdue accounts
[4] FOB Ottawa
QUOTATION FROM: QUOTATION TO:
XxxXxxxx Xxxxx (graphic Xxxxxx Xxxxxx
Eftia OSS Solutions, Inc. omitted) KMC Telecom
0000 Xxxxx Xx., 0xx Xxxxx Xxxxx 000, 0000 Xxxxxxxxxxxx Xxxx.
P.O. Box 165 Duluth, Georgia
Ottawa, Ontario K1Y 4S1 30096
EFTIA OSS SOLUTIONS INC.
Tel: (000) 000-0000 Tel: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
PHASE IV KMC REVISED
APPENDIX: A
Quotation Number: 102698.4 Quotation Expiry: October 30th, 1998
Quotation Date: October 26th, 1998 Currency: US $$'s
ITEM PART NO. DESCRIPTION QTY UNIT PRICE EXT. PRICE COMMENTS
01 Trouble Administration Gateway
Trouble Administration Gateway - 1.00 $500,000 $500,000 Electronically receive
Client Integrated to Maintenance trouble admin. data from
Module trading partners
One Year Support Cost 1.00 $90,000 with electronic bonding
TA capability
Trouble Administration Gateway - 1.00 $500,000 $500,000 Electronically receive
Manager Integrated to Maintenance trouble admin. data from
Module trading partners
One Year Support Cost 1.00 $90,000 with electronic bonding
TA capability
50% of the TA Gateway will be
refunded to KMC as part of royalty
NOTES:
- Cost for distributed application and disaster recovery environments
would be provided after detailed discussions with KMC. - No costing
has been provided for setting up test and development environments. -
Customization and Integration assistance (including development of
interfaces) will be provided at a per diem rate of $1,250 or on a
fixed price based on an assessment.
ASSUMPTIONS:
- KMC xxxx be providing the appropriate hardware and software to run
the Eftia OSS applications including the selected database software.
Subtotal $1,180,000
GENERAL NOTES:
[1] All Taxes are extra
[2] Travel Expenses are extra
[3] Payment terms are net 30 days; 2% per month charged on all
overdue accounts
[4] FOB Ottawa
