1
Exhibit 10.38
***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Sections
200.80(b)(4), 200.83 and 230.406
OEM AGREEMENT
# LGSC103DS
THIS AGREEMENT IS MADE AND ENTERED INTO BY PREMISYS COMMUNICATIONS, INC. AND ITS
PARENT PREMISYS COMMUNICATIONS HOLDINGS, INC., HAVING THEIR PRINCIPAL PLACE OF
BUSINESS AT 0000 XXXXXX XXXXX, XXXX XXXX, XXXXXXXXXX, 00000, A CALIFORNIA
CORPORATION, HEREINAFTER COLLECTIVELY REFERRED TO AS, "SELLER", AND AT&T
PARADYNE CORPORATION, A DELAWARE CORPORATION, HAVING ITS PRINCIPAL PLACE OF
BUSINESS AT 0000 000XX XXXXXX XXXXX, X.X. XXX 0000, XXXXX, XXXXXXX 00000-0000,
HEREINAFTER REFERRED TO AS "BUYER".
WHEREAS, Buyer desires to purchase from Seller certain Products as defined
hereinafter.
WHEREAS, Seller desires to supply Buyer with such Products,
The above parties therefore agree that the following mutual promises and
covenants shall govern the sale by Seller, and the purchase by Buyer, of such
Products.
01.0. DEFINITIONS
01.1. EFFECTIVE DATE
The "Effective Date" of this Agreement shall be the date of execution.
01.2. TERM OF AGREEMENT
The initial term of this Agreement shall commence upon the Effective
Date of this Agreement by Seller and Buyer and shall terminate FIVE (50) years
after the Acceptance Date, unless sooner terminated as hereinafter provided.
01.3. PRODUCT
"Product" or "Products" shall mean the Seller's Channel Bank product
line as set forth in Exhibit A, including all associated hardware, software,
firmware, documentation and any enhancements or modifications thereof. This
shall include "New Products" that have been mutually agreed to between the
parties for inclusion into this Agreement.
01.4. RELEASE
"Release" shall mean Buyer's printed, written or Electronic Data
Interchange (EDI) order to Seller specifying Product shipment, quantities and
Buyer's shipment dates.
01.5. SPECIFICATIONS
1.
2
"Specifications" shall mean those purchase specifications
(#351-0047-0031) for the Product as now set forth in Exhibit B and as modified
from time to time in accordance with this Agreement.
01.6. EPIDEMIC
"Epidemic" shall mean the occurrence of one or more of the following
events:
a. Products that are dead on arrivals (DOA's) exceeding the
greater of three (3) percent of the Products delivered to Buyer or Buyer's
customer within a one month period.
b. Four (4) percent or more of any consecutive one hundred
Products delivered to Buyer or Buyer's customer that are rejected for defective
materials or workmanship.
c. Field repair reports indicate a non conformance to the
Specifications for the same defect of four (4) percent or more of the installed
Product base.
d. Reliability plots of field data for two (2) consecutive
months indicate that Products have an actual mean time between failure (MTBF)
less than eighty percent (80%) of the MTBF specified at one hundred and one
thousand (101,000) hours.
01.7. NEW PRODUCT
"New Product" shall mean any of Seller's products distributed after
execution of this Agreement, that would (i) replace or obsolete existing Product
or (ii) include all existing functions of the Products plus any Enhancements or
(iii) create a more favorable price/performance ratio than the Products.
Further, New Product shall include any new, jointly developed with Buyer or
existing models that offer new features, options or other new technology not
previously offered on existing Products but would otherwise not be offered to
Buyer under the existing Product specifications.
01.8. DELIVERY SCHEDULE
"Delivery Schedule" shall mean the mutually agreed upon date(s) of
shipment of Product to Buyer's customer. This date, that Product is to ship to
Buyer's designated customers, shall also be referred to as the "Scheduled Ship
Date".
01.9. ENHANCEMENT
"Enhancements" shall mean minor modifications or additions to the
Products which shall not materially alter its architecture or fundamental
functionality. Enhancements include substantial cost reductions of Products, or
portions of the Products.
01.10. SOFTWARE
2.
3
"Software" shall mean any binary product in the form of object code,
whether residing on media loadable into the Products or in the Products as
firmware, and all documentation related to its use.
01.11. SOFTWARE BUG FIX
A "Software Bug Fix" shall mean any Software related defect that has
been fixed in a later revision of software.
01.12. SOFTWARE MAINTENANCE RELEASE
A "Software Maintenance Release" shall mean any Software that has been
revised by including one or more Software Bug Fixes into the base Software.
01.13. SOFTWARE FEATURE RELEASE
A "Software Feature Release" shall mean any Software that has been
revised to include new features or functionally.
01.14. ACCEPTANCE DATE
The "Acceptance Date" of the Product shall mean the date in which the
Buyer agrees that the Product has successfully passes the Buyer's internal
system tests and field beta tests and the product can be introduced into the
Buyer's controlled introduction process.
02.0. PURCHASE AND SALE OF PRODUCTS
02.1. PURCHASE AND SALE
Seller agrees to manufacture the Products released hereunder by Buyer
in accordance with the Specifications and to sell such Products, including any
Enhancements, to Buyer, and Buyer agrees to purchase from Seller the Products on
the terms and conditions and at the prices as hereinafter provided.
02.1.1 NO RESALE RESTRICTIONS
Except as provided herein, nothing contained herein shall be deemed in
any way restrict the rights of Buyer with respect to the resale of the Products
purchased hereunder.
02.2. EXPORTATION
Buyer agrees not to export the Products, or any systems containing the
Products, or any technical data relating to the Products without first obtaining
licenses or any other approvals required by the United States Department of
Commerce or other United States governmental agencies. Buyer agrees not to
export to any prohibited countries listed under the United States Export
Administration Act of 1979 as amended and updated from time to time and the
regulations promulgated thereunder.
3.
4
02.3. MARKET RIGHTS
02.3.1. WORLDWIDE MARKET RIGHTS
Both Seller and Buyer intend that Buyer and the Buyer's distributors
shall be a primary distribution channel for the Products to end-user customers
for both the domestic and international markets. The Buyer shall have worldwide
distribution rights to sell the Products.
Seller shall assist Buyer in obtaining type approvals and homologation
for Buyer to distribute Products worldwide. Homologation schedules and
distribution of homologation costs are to be mutually agreed upon between the
Buyer and Seller. Seller further agrees where applicable to list Buyer's OEM
name on certificates already earned, where possible.
With respect to non domestic market rights Seller and Buyer agree to
the following:
a. On ore before the effective date of this Agreement, Buyer
will provide to Seller a confidential list (Buyer's list) of those
countries in which Buyer will support sales of the Products through
Buyer's direct sales operations or its in-country distributors. The
Buyer's list will also indicate the names of the distributors that
Buyer intends to use for resale of the Products in each country. Seller
will review the Buyer's list and within ten (10) days after receipt of
such list: i.) Seller shall provide to the Buyer a list (Seller's list)
that specifies any areas of potential conflicts or problems with the
Buyer's list and will specify the names of the distributors within the
countries on the Buyer's list that the Seller is currently in
negotiation with, ii.) Seller further agrees that it will not enter
into any new discussions to add other in-country distributors to the
countries on the Buyer's list for at least six (6) months after the
Effective Date without Buyer's written consent. After Seller has
received Buyer's list and returned to the Buyer the Seller's list, the
Buyer agrees to grant Seller forty five (45) day in which to close on
any distribution agreements that the Seller may have in process.
b. Any time within one year after the Effective Date Buyer may
add countries to the Buyer's list as Buyer requires. The same
guidelines as outlined in item a. of this Section will be used for each
country, with the six month time period starting after Seller receives
Buyer's written request to add the countries to the Buyer's list.
c. Beginning one year after the Effective Date any new
countries added to the Buyer's list, per item a. and b. above, will be
subject to a four month rather than a six month window.
d. Buyer and Seller agree to review at least semi-annually
Buyer's sales performance in each country where it is selling the
Products. If minimal performance objectives are not being met in any
country, Buyer and Seller will implement mutually agreeable programs to
improve sales performance in those countries.
4.
5
e. Notwithstanding paragraphs a. through d. above, Seller at
its option may sell directly to carriers and service providers, and
OEMs who may sell to these carriers and service providers. However,
Seller agrees to inform Buyer, whenever practical of any opportunity
for sales of Product in those international countries where Buyer has
direct sales channels, except when Seller is unable to do so due to
business conditions including, but not limited to, non-disclosure
agreements, RFPs directed to Seller, and opportunities brought to
Seller by its other partners.
If Buyer wishes to pursue an opportunity brought to Buyer by Seller,
Buyer will provide to Seller a plan to pursue the opportunity in a time
frame in accordance with the following applicable situation:
1) Pursuit of an opportunity for which there is no
pressing deadline from an external entity: Buyer will submit
to Seller a plan within 60 days.
2) Pursuit of an opportunity which is constrained by
a deadline imposed by an external entity. Buyer must submit a
plan to Seller within a time period as required to meet
Seller's needs. Seller shall make every reasonable effort to
maximize the amount of time that the Buyer has to respond.
If rejected by the Seller, Seller will inform Buyer
of the reasons for rejection within four (4) business days and
conversely Buyer has four days to remedy reasons for
rejection, if practical. If accepted, Seller will assist Buyer
in Buyer's plan to pursue that opportunity. Furthermore,
Seller will not pursue direct sales to the identified customer
unless such customer indicates that its does not wish to do
business with Buyer.
In those cases where Buyer has proposed the Product
into an account, and that account subsequently contacts Seller
directly, Seller will inform Buyer as soon as practicable. In
addition, Seller will use all reasonable efforts to maintain
sales of Product through Buyer. If the account informs Seller
that it does not want to purchase from Buyer, Seller may
pursue that business directly. In such cases, Seller will
provide compensation to Buyer in the form of a commission on
revenue for all Products sold to that customer for a 12 month
period. Such commission will be based on the discount that
Seller offers to that customer according to the following
schedule:
Seller's Discount to Purchaser Buyer's Commission
0 to 15% [***]
15 to 20% [***]
21 to 25% [***]
26 to 30% [***]
31 to 35% [***]
36 to 40% [***]
--------------------------
* Confidential Treatment Requested
5.
6
41% or more [***]
All such commission will be in the form of a credit
which Buyer may apply up to 50% of the purchase price of any
future purchases of Products.
In addition, any U.S.-based reseller with which
Seller may have an agreement is not precluded from providing
Product to any of its international customers.
f. Seller agrees to support Buyer's international sales
efforts for the Products without preferential treatment to other
resellers.
With respect to domestic (US) market rights and obligations, Buyer and Seller
agree to the following:
g. For a period of twelve months from the general availability
of the Products to the Buyer's customers ("General Availability
Date"), Seller agrees to limit to twenty (20) the number of
distributors authorized by Seller to sell its products. These
distributors can be either stocking or non-stocking distributors
classified as "VADs" (Distributors) and resellers (exclusive of
OEMs).
h. The limit of twenty (20) distributors in (a) does not apply
to OEMs, telcos, Inter-Exchange Carrier's or other providers or
resellers of telecommunications services. It also does not apply
to wholesale distributors which primarily sell to such
telecommunications service providers. For a period of twelve
months from General Availability Date, such wholesale distributors
shall be limited to four (4) and shall be reviewed with Buyer.
Specific wholesale distributors may change from time to time,
although the number shall be limited to four.
i. If Buyer wishes to pursue an opportunity brought to Buyer
by Seller, Buyer will provide to Seller a plan to pursue the
opportunity in a time frame in accordance with the following
applicable situation:
1) Pursuit of an opportunity for which there is no
pressing deadline from an external entity: Buyer will submit
to Seller a plan within 60 days.
2) Pursuit of an opportunity which is constrained y a
deadline imposed by an external entity: Buyer must submit a
plan to Seller within a time period as required to meet
Seller's needs. Seller shall make every reasonable effort to
maximize the amount of time that the Buyer has to respond. If
rejected by the Seller, Seller will inform Buyer of the
reasons for rejection within four (4) business days and
conversely Buyer has four (4) days to respond, if practicable.
j. Seller agrees to review Seller's present distributors and
future distributors before authorizing distribution or sale of its
Products with the Buyer in order to minimize sales channel
conflict and sales expense for both parties. The intent of these
----------------
*Confidential Treatment Requested
6.
7
reviews is to assure Seller that its desired market coverage is
being met and to assure Buyer that its sales penetration is
maximized.
k. Seller agrees to maintain a minimum differential of 19%,
referenced to Seller's published list price, between the most
favorable VAD or Distributor (not OEM's) contract pricing and that
of the Buyer. In the event of an exception to this for specific
distributor sales opportunities, the Seller shall notify the Buyer
and gain the Buyer's agreement as to the special pricing for that
opportunity.
l. In those cases where Buyer has proposed the Product into an
account, and that account subsequently contacts Seller directly,
Seller will inform Buyer as soon as practicable. In addition,
Seller will use all reasonable efforts to maintain sales of
Product through Buyer. If the account informs Seller that it will
not purchase from Buyer, Buyer shall inform Seller and Seller with
Buyer's approval may pursue that business directly. In such cases,
Seller will provide compensation to Buyer in the form of a
commission on net revenue on all Product sold to that customer for
a 12 month period. Such commission will be based on the discount
that Seller offers to that customer according to the following
schedule:
Seller's Discount to Purchaser Buyer's Commission
0 to 15% [***]
15 to 20% [***]
21 to 25% [***]
26 to 30% [***]
31 to 35% [***]
36 to 40% [***]
41% or more [***]
All such commission will be in the form of a credit
which Buyer may apply up to 50% of the purchase price of any
future purchases of Products.
02.3.2. OTHER MARKET RIGHTS
Seller will agree not to enter into any technology transfers,
joint development efforts, manufacturing rights, or distribution agreements for
Products with the following: Codex, Racal-Milgo, N.E.T., Timeplex, Newbridge,
Stratacom, G.D.C., or Gandalf. Buyer and Seller may from time to time add
companies to this list by mutual agreement.
Buyer may provide Seller with a list of it's customers (not to
exceed 1,600) and Seller agrees that it will not pursue direct sales with said
customers. This list may be updated from time to time. Seller agrees that if its
direct sales force attempts to sell Products to customers of Buyer, then Seller
at the request of Buyer will support Buyer in the sale, unless that customer has
stated that it only buys product directly from the manufacturer or will not
purchase Products from the Buyer. Seller in these cases will not show
preferential financial consideration to any of the Sellers
--------------------------
* Confidential Treatment Requested
7.
8
distribution channels in competitive sales situations. In the event that Seller
does sell under this paragraph, the commission schedule applicable to domestic
sales in sub paragraph 1. shall apply.
02.3.3. RETENTION OF MARKET RIGHTS
In order to retain the preferential market rights specified in
paragraphs 2.3.1. a-d with respect to the international rights, paragraphs
2.3.1. x-x with respect to domestic rights and paragraph 2.3.2 (hereinafter
collectively called "Preferential Market Rights"), Buyer and Seller agree to the
following:
a. From the Effective Date of this Agreement the Buyer agrees to
attempt to achieve purchase objectives of Products of six hundred (600) units by
September 1, 1993, purchases of an additional seven hundred (700) units by March
1, 1994, purchases of an additional one thousand (1,000) units by September 1,
1994, and an additional one thousand four hundred and fifty (1,450) units by
March 1, 1995.
b. Buyer and Seller will review Seller's purchase performance on
said dates. Buyer's Preferential Marketing Rights may thereafter terminate, at
the election of Seller after thirty days written notice, if Buyer failed to meet
the purchase objectives unless Seller was unable to meet Buyer's requested
deliveries during such period, if such requests were consistent with the
forecast provided under section 03.3. The above state performance objectives and
remedies apply solely to the Preferential Marketing Rights and shall in no way
be construed to affect Buyer's other rights under this Agreement or any other
terms and conditions of this Agreement.
c. On or before March 1, 1995, Buyer and Seller shall in good
faith meet and negotiate the six month purchase targets for the remainder of the
term of this Agreement. Absent reaching agreement the Preferential Marketing
Rights shall terminate on March 1, 1995, unless Buyer has offered to attempt to
purchase at least in the aggregate the same number of units purchased during the
prior six months and thereafter such Preferential Marketing Rights shall
terminate.
03.0. ORDERING OR PRODUCTS
03.1. USE OF RELEASES
Buyer shall issue Releases via Buyer's purchase orders, or
customer drop ship orders confirmed in writing and/or via Electronic Data
Interchange (EDI), specifying Buyer's part numbers and/or model numbers,
quantities, prices, destination and Delivery Schedule(s) for the Products
furnished under this Agreement. Releases for Products which are the subject of
this Agreement will be considered released under the provisions of this
Agreement unless otherwise specified in writing. This Agreement will take
precedence over any preprinted terms of Buyer's Releases in the event there are
conflicting or additional terms and conditions.
Seller shall have EDI available, in a format compatible with
Buyer's current software, within six (6) months of the Effective Date of this
Agreement.
8.
9
Seller shall drop ship Releases and logistics spare parts at
Buyer's request to Buyer or Buyer's customer at locations specified by Releases
as defined, above. Seller shall utilize freight carriers designated by Buyer in
Buyer's Corporate Routing Guide, a copy of which is attached hereto as Exhibit
C, unless otherwise specified on Buyer's Release.
0.3.2. RELEASE ACKNOWLEDGMENT
Seller shall acknowledge to Buyer each Release within 24 hours
where possible, but no more than 48 hours of Seller's receipt of same. Such
acknowledgment shall constitute acceptance of the Release, and Seller will at
the same time confirm the Scheduled Ship Date.
03.3. FORECAST
Buyer will provide a rolling monthly forecast of Buyer's demand
for the Product with visibility for the next six (6) months. The quantity of
Products forecast for the first month of a given forecast will be no more than
one hundred twenty percent (120%) of the Products forecast for the second month
of the immediately prior forecast. This shall hold true for any ninety (90) day
period of the then current monthly rolling forecast. The forecast given for any
period beyond this ninety (90) day window may be increase by any amount.
This forecast will be for planning purposes only.
03.4. RELEASE RESCHEDULE BY BUYER
Buyer has the right to reschedule any Release up to an including
twenty one (21) calendar days before a Release's Scheduled Ship Date. Buyer may
reschedule any Release one (1) time without surcharge within twenty one (21)
calendar days of the Release's Schedule Ship Date. Buyer may reschedule the same
Release additional times upon payment of two (2) percent of the Buyer's purchase
price of such Release or five hundred dollars ($500.00), whichever is less, for
each time the Buyer makes such additional reschedulings. All rescheduled ship
date under this Section shall be no more than thirty (30) days after the then
current ship date for the Release.
Notwithstanding the above, Buyer may reschedule in any manner 100%
of any Release under this Agreement without surcharge or penalty in the event of
Seller's delay in delivery of production quantities of the products ordered in
conformity with this Agreement.
03.5. RELEASE RESCHEDULE BY SELLER
At no time can the Seller reschedule any of the Buyer's Releases
that were previously committed and assigned Scheduled Ship Dates by the Seller
without the express advance authorization of the Buyer. This advance notice of
the Seller's potential rescheduling of the Buyer's Release must be provided to
the Buyer, with all reasonable effort, five (5) business days before the
Release's Scheduled Ship Date.
03.6. RELEASE INCREASE AND RELEASE DECREASE
Notwithstanding anything else in this Agreement to the contrary,
Buyer may, up to and including twenty (21) business days before a Scheduled
Shipment Date, without surcharge or
9.
10
penalty, increase or decrease the quantity of Products previously ordered for
such shipment. If Buyer increases a Release within twenty (21) business days
before Scheduled Shipment Date for that Release, Seller shall use reasonable
commercial efforts to meet such increased Release. Buyer and Seller shall
negotiate in good faith any associated expediting fees, provided Seller provides
documented evidence of such charges which are agreed to and accepted by Buyer.
03.7. CANCELLATION
Buyer may cancel a Release up to and including twenty one (21)
calendar day before the scheduled ship date without surcharge. Releases
cancelled within twenty one (21) calendar days of the Scheduled Ship Date will
be subject to a [***] percent cancellation charge. This cancellation charge
shall not exceed [***] ($[***]) for any one (1) Release. A Release shall not be
considered to be cancelled where it is immediately replaced by another identical
Release.
Cancellation charges are expressed as a percentage of the Buyer's
purchase price of a Release which would have been applicable had it not been
canceled. Payment of the applicable cancellation charges shall be invoiced by
Seller and paid by Buyer within thirty (30) calendar days of its receipt of such
invoice.
03.8. PRODUCT SHIPMENT AND DELIVERY
03.8.1. EQUIPMENT PACKAGING
Seller shall package Products for shipment in conformance with the
specifications as contained in Exhibit D and will utilize only Electro-Static
Discharge (ESD) protective packaging.
All logistics spares shall be packaged in reusable containers
capable of withstanding shipment to multiple destinations and packaged at the
Field Replacement Unit level (FRU). The outer package will be marked with the
Buyer's model or part number, serial number (if applicable), manufacturing date
and the description of the part ordered.
All Product chassis will be labeled with the Buyer's part number,
model number, serial number and manufacturing date.
All Products will be labeled on the outside of the box with the
Buyer's part number, unit model number, serial number and manufacturing date.
The shipping label and packing slips will state, at a minimum, the
customer's name and telephone number, xxxxxx xxxxxxx, xxxx, xxxxx, zip code,
Buyer's Release number, Buyer's customer purchase order number (if supplied),
and the number of each box of a total box count.
03.8.2. DELIVERY
Until such time as Releases issued and accepted require shipment
in a given month of Products aggregating more than one hundred ten percent
(110%) of the then current forecast
--------------------------
* Confidential Treatment Requested
10.
11
quantity (pursuant to Section 03.3 above) for that month all shipments will be
made within twenty one (21) calendar days after receipt of Buyer's Release by
Seller, unless a later date is specified on the Release. Otherwise, Seller shall
use reasonable commercial efforts to deliver Products in accordance with the
Delivery Schedules set forth in any Release issued and accepted in conformity
with this Agreement. Seller shall ship to the locations designated by Buyer.
Seller will provide proof of delivery for all shipments to Buyer's customers, if
requested by Buyer. Seller will drop ship Product to Buyer's customers. Seller
will not ship any of the Buyer's Release short any parts on the Release without
the approval of Buyer.
03.8.3. F.O.B. POINT
Shipments of Product shall be F.O.B. Seller's manufacturing
facility in the domestic United States. Freight charges for shipments of Product
will be billed third party to Buyer's freight account unless otherwise specified
on the Release. Seller will comply with all shipping instructions specified in
the Buyer's Routing Guide. Title to shipped Products and risk of loss passes to
Buyer upon delivery of the Product to Buyer, Buyer's Customer, Buyer's Agent, or
designated common carrier at the F.O.B. point specified above. Insurance
coverage on all shipments will be the responsibility of the Buyer.
Seller will bear the cost of transportation for non-conforming,
and defective in warranty material.
03.9. SHIPMENT ACKNOWLEDGMENT
Seller will provide Buyer with a shipment acknowledgment form
within twenty four (24) hours of the shipment to the Buyer's customer. Buyer
will include at a minimum, the serial number of the unit, the date shipped, the
part number and quantity shipped, the carrier name, and the waybill number on
the shipment acknowledgment form.
04.0. PRICES
Buyer and Seller agree that the Seller's list prices, Buyer's
purchase prices and discount levels for the Products are as set forth in Exhibit
A for the term of this Agreement unless changed and amended as mutually agreed
by the parties. The parties agree that it is in their mutual interest to meet
semi-annually to review market position, market pricing, competition, pricing
structures, manufacturing costs, product improvements and sales plans to
determine ways to increase market shares and reduce costs. Based on the above
semi-annual meeting the then current pricing and discount structures will be
established. Mutually agreed upon recommendations will be set forth for the
relevant party to pursue to enhance market position, reduced costs, increased
sale efficiency or gain additional market share. Both parties agree to
establish, on or before three months after the Effective Date of this Agreement,
the appropriate measurements and to share the cost information with one another
in an effort to establish a baseline for these evaluations. The parties will
make every reasonable effort to reduce cost in their respective areas, as a
goal, by seven (7) percent per year.
11.
12
Should any recommendation result in a cost savings to either
party, the parties agree to share in these benefits. Information regarding the
savings or cost reductions will be shared between the parties. Resulting savings
will be allocated between the parties semi-annually on a [***] percent ([***]%)
- [***] percent ([***]%) basis. The party responsible for implementing the
saving will receive [***] percent ([***]%), and the other party will receive
[***] percent ([***]%) of the resulting saving.
Prices are exclusive of all sales, use, property, and the like
taxes. Any such tax Seller may be required to collect or pay upon the sale or
delivery of the Product shall be paid or collected by the Buyer and such sums
shall be promptly due and payable to Seller by Buyer under the payment terms of
the Agreement; however, Seller agrees to accept valid tax exemption documents in
lieu of payment where applicable.
04.1. TERMS OF PAYMENT
Seller shall render and date its invoice and shipment
acknowledgment form for any Products it shall deliver hereunder to Buyer or
Buyer's customer concurrent with the shipment of such Product. Terms of payment
are net thirty (30) days from the date of invoice. Incorrect invoices will be
returned unpaid for correction, with every reasonable effort, within seventy-two
(72) hour of receipt.
0.4.2. TAXES
Buyer shall bear all applicable federal, state, municipal, and
other government taxes (such as sales, use or similar taxes) and all personal
property taxes assessable on the Products after delivery to the carrier by
Seller unless Buyer provides Seller with a proper tax exempt certificate. Custom
duties and brokerage fees incurred due to a shipment to Buyer's customer shall
be borne by Buyer.
04.3. CASH ADVANCE
Buyer agrees to provide Seller certain cash advances in accordance
with Exhibit G. The amounts reflected in Exhibit G represent the parties' best
estimate of shipments to occur during the period specified; in the event actual
shipments vary from those set forth in Exhibit G, the amounts will be adjusted
accordingly. In addition, if the Agreement terminates before the Net Balance on
Account (as set forth in Exhibit G) reaches zero, Seller will remit to Buyer any
such outstanding balance within thirty (30) days of the effective date of
termination.
05.0. WARRANTY AND LIMIT OF LIABILITY
05.1. WARRANTY PERIOD
Seller warrants that the Products will conform to the applicable
Specifications set forth in Exhibit B and will be free from defects in materials
and workmanship under normal use for a period of sixty (60) months after
shipment from Seller's plant. Buyer's inspection, approval,
--------------------------
* Confidential Treatment Requested
12.
13
acceptance, use of or payment for all or any such Product shall be deemed not to
constitute a waiver of any warranty or of any term or condition hereof.
05.2. BREACH
In the event of a breach of warranty, Buyer shall provide Seller
with the opportunity to inspect and test product claimed to be defective on
Buyer's premises, or if Seller deems it necessary, at Seller's factory.
Corrective action required on the part of Seller is contingent upon Seller's
examination disclosing that claimed defects have not been caused by misuse,
abuse, neglect, unauthorized alteration or modification, improper installation
or mishandling. The liability of Seller is limited, at the option of Seller, to
either (1) repair of the defective Product or (2) the replacement by Seller at
its cost of the defective Product, or (3) refund of the purchase price of the
defective Product, in the event that the previously stated remedies are not
reasonably available. Whenever the preceding remedies are not practicable, Buyer
may, at its option, remedy any defect in the Product using available parts and
other resources to accomplish such repair or replacement. Buyer's actions under
such condition will be considered to be "authorized" by Seller so that warranty
and the correction of further deficiencies will not be affected. Unless
otherwise agreed to in writing, Seller will bear all costs associated with
correction of the Product, including Buyer's labor, incurred to identify,
remove, package, ship, reinstall and test the replacement for the defective
Product up to a maximum of two (2) times the Buyer's total purchase price of the
defective Product. All transportation and insurance costs, whether incurred by
Buyer or Seller are Seller's responsibility. In the event that Seller can
demonstrate to Buyer's satisfaction that Buyer's claim of breach of warranty is
invalid, e.g., the claimed defect cannot be duplicated or was caused by Buyer's
actions (except as provided above), or that the Product was incorrectly
diagnosed as defective by Buyer, then the above remedies do not apply to the
respective Product which Buyer claimed to be defective. Other remedies and
obligations pertaining to other equipment/Product are unaffected.
05.3. WARRANTY RESPONSE TIME
Buyer, if practicable, shall use its spare parts inventory to
effect immediate replacement of the defective item(s) and return the defective
item(s) to Seller for repair/replacement. Seller will effect the
repair/replacement and return the item(s) to Buyer within fifteen (15) days
after receipt of the defective item(s); however, Seller will respond to
emergency situations by immediately shipping Product on hand within twenty four
(24) hours.
05.4. WARRANTY LIMITATION
THE ABOVE WARRANTIES COVERING THE PRODUCTS DO NOT INCLUDE AND
SELLER DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. THE PROVISIONS OF THIS CONTRACT ARE SELLER'S SOLE OBLIGATIONS, AND
BUYER'S EXCLUSIVE REMEDIES, FOR BREACH OF ANY WARRANTY, EXCEPT FOR THE
PROVISIONS OF THE PARAGRAPH ENTITLED "EPIDEMIC". UNDER NO CIRCUMSTANCES SHALL
SELLER BE LIABLE IN ANY WAY TO BUYER FOR INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING BUT NOT LIMITED TO, ANY LOSS OF BUSINESS OR PROFITS,
13.
14
WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT BASED ON BREACH OF WARRANTY, IN
CONNECTION WITH THE SALE OF PRODUCTS.
05.5. WARRANTY EXCLUSIVITY
The warranties of Seller contained herein extend solely to Buyer
and shall only be enforceable by Buyer. Seller makes no warranty to any persons
other than Buyer.
06.0. QUALITY ASSURANCE
Notwithstanding the post-acceptance obligations of Seller, Buyer
has a significant interest in the quality of the Product. Because the Product
has a useful life expectancy greater than the warranty obligation period and
because of the goodwill lost by malfunctioning Products even though they may be
corrected at Seller's expense, it is agreed by Buyer and Seller that without
limiting or abridging Buyer's rights to inspect the Product prior to acceptance
or Seller's post-acceptance obligations, the following provisions shall apply to
ensure acceptable quality for Products manufactured for Buyer under the terms of
this Agreement:
06.1. QUALITY CONTROL MONITORING
At any and all reasonable times during the term of this Agreement,
provided Buyer has notified Seller at least two (2) days in advance, Buyer's
representatives shall have access to Seller's facilities to monitor its quality
control system.
06.2. QUALITY CONTROL MAINTENANCE
Seller shall maintain the quality control system mutually agreed
upon at the Effective Date and as specified in the Specifications. Changes to
such documents must be submitted to Buyer.
06.3. ACCEPTANCE TESTS
Acceptance test procedures for final manufacturing testing are as
set forth in Exhibit E of this contract.
06.4. SOURCE INSPECTION
All Products shall be subject to inspection and test by Buyer at
Seller's facility if Buyer so desires. Buyer may, at its option, implement a
sampling inspection with lot rejection in accordance with an appropriate
sampling plan and inspection procedure to be accomplished at Seller's facility.
If any inspection or test is made on Seller's premises, Seller shall, without
additional charge, provide all reasonable facilities and assistance for the
safety and convenience of Buyer's inspector subject to the security and safety
regulations existing at the facilities.
06.5. WORKMANSHIP STANDARDS
14.
15
All Products shall be in compliance to the Buyer workmanship
standards, IPC 610, as a minimum criteria of workmanship.
06.6. ISO 9000 COMPLIANCE
Seller shall, with every reasonable effort, apply for ISO 9001
registration by October 30, 1993 and be registered by March 30, 1994.
06.7. SELLER/BUYER CONTINUOUS IMPROVEMENT EFFORTS
Buyer and Seller mutually agree to develop continuous improvement
task teams in an effort to reduce costs in both processes and Products that will
mutually benefit both parties in the areas of:
a. Target Costs
b. Cost Reduction Efforts, including both materials and processes
c. On Time Shipments as measured by Customer Request Date and
Scheduled Ship Date.
d. Repair Data, including DOA's, Infant mortality and Root Cause
Analysis.
e. Cycle Time Reductions, including Manufacturing, Repair, Release
Processing Spare Parts Delivery and Others.
f. Electronic Data Interchange (EDI).
07.0. INSPECTION
07.1. INSPECTION AT DESIGNATED DELIVERY LOCATION
Within thirty (30) days of the receipt of any Product at its
designated delivery location, Buyer may submit such Product to the criteria as
set forth in the Specification, Section 4.2, entitled "Acceptance Testing",
attached hereto and made a part of this Agreement. Buyer shall be entitled to
reject any product that fails to conform to the Purchase Specifications. Notice
of any such rejection shall be issued within five (5) business days by Buyer to
Seller.
Upon rejection, Buyer will notify Seller of such rejection and
cause for rejection and return the entire shipment or any portion, to Seller.
Seller accepts all cost of rejected lots, including but not limited to shipping
charges back to Buyer, any insurance costs, and all risk of loss (F.O.B.
Destination) for rejected Products. If Seller does not receive such notice of
any such rejection from Buyer within thirty (30) calendar days after shipment of
Product, such Product shall be deemed accepted by Buyer for purposes of this
Section 7. Any Products returned under this Section 7 will be shipped by a
carrier selected by Seller, or Seller will be liable for freight charges at a
rate equivalent to Buyer's documented freight rates. If it is determined that
any Products returned by Buyer under this Section 7 are conforming to the
Specification then (i) Seller shall utilize such Products for Buyer's releases
and Buyer shall, notwithstanding anything to the contrary in this Section 7, pay
for the expenses associated with Buyer's original return of such Products to
Seller under this Section 7.
15.
16
Notwithstanding the foregoing, damage to Products caused by
Buyer's Shipper shall not be considered a nonconformity to the Specification.
07.2. INSPECTION AT SELLER'S LOCATION
Buyer may, at its option, inspect the Product at Seller's facility
prior to shipment. Buyer's inspection shall be done by its designated
representative (hereinafter referred to as "Representative") who will be
permitted by Seller to witness the Acceptance Test of Product purchased by Buyer
hereunder. In the event that the Representative ascertains that an item of
Product is defective, said Representative will advise Seller's authorized
personnel and such defect shall be remedied prior to shipment. Rejected lots (or
Products) will then be corrected and re-submitted for re-inspection at Seller's
expense. All Products shall be subject to inspection and test by Buyer at
Seller's facility if Buyer so desires. Buyer may, at its option, implement a
sampling inspection with lot rejection in accordance with an appropriate
sampling plan and inspection procedure to be accomplished at the Seller's
facility. If any inspection or test is made on Seller's premises, Seller shall
without additional charge, provide all reasonable facilities and assistance for
the safety and convenience of Buyer's inspectors subject to the security and
safety regulations existing at the facility. Seller shall take the
responsibility to coordinate all source inspection schedules to allow Seller to
meet the Scheduled Ship Dates committed by Seller to Buyer.
07.3. QUALITY LEVEL REQUIREMENTS
Seller shall maintain the quality levels specified in the
Specifications. Seller shall be responsible for any and all reasonable
inspection costs resulting from Seller being disqualified from the surveillance
plan as set forth in the Specifications after the first six (6) months from the
initial shipment of the Products under this Agreement. The first six (6) months
will be the quality history and data collection period.
07.4. FIRST INSTALL SUPPORT
Seller will provide, at Buyer's request, at locations selected by
Buyer and at no cost to Buyer, technically competent personnel and any
necessary spare parts to assist in the identification and resolution of any
performance problems which jeopardize the progress of the first four (4)
installations of the Product in the continental United States. Seller will also
provide, at Buyer's request, any performance information available which could
assist Buyer in an evaluation of Product performance.
08.0. SELLER'S LEGAL AUTHORITY
Seller represents and warrants that it presently has and will
retain the unencumbered legal authority to convey to Buyer the title, rights
and licenses to the Products, and that the performance by Seller of its
obligations hereunder is not and will not be in violation of the rights of any
third party. The foregoing representation and warranty does not apply to the
infringement by the Products of proprietary rights, for which Section 16.7.
below sets forth the exclusive remedy.
09.0. COMPLIANCE TO STANDARDS
09.1. SELLER'S CERTIFICATION REQUIREMENTS
Seller agrees, at its expense and a mutually agreeable schedule,
to obtain the applicable approvals and certifications of FCC, UL, CSA, BSI,
BABT, DOC and VDE, and other safety and emission standards as listed in the
Purchase Specifications # 000-0000-0000, for equipment supplied by Seller.
Sellers shall obtain such approvals and certifications prior to
the shipment of any Products requiring such approvals. If Seller cannot meet
his requirement, Seller shall so advise Buyer in writing. Buyer, at its option,
may grant limited waivers to receive such non-compliant Product. Seller agrees
to assure that all Product shipment made to countries outside of the
Continental United States will be certified and approved to the appropriate
levels as required by said countries. All cable purchased under this Agreement
must meet the applicable UL and CSA requirements.
09.2. BUYERS CERTIFICATION REQUIREMENTS
Buyer shall be responsible for obtaining all required approvals
and certifications for its product incorporating Seller's Product, at its
expense. Seller agrees to consult with Buyer in connection with Buyer's
applications for such approvals and certifications and to provide testing, data,
and documentation in connection therewith.
09.3. BUYERS REMEDY FOR NON-COMPLIANCE
If Seller ships Product to Buyer or Buyer's customer in violation
of Section 09.1 above then Buyer may, at its option, (1) terminate this contract
in its entirety, (2) terminate its obligations within the contract for the
Product or Products not in compliance (including terminating any outstanding
Releases for such Products) without liability or consequence and without
affecting any other Products that may be a part of this contract, (3) waive any
or all of these compliance requirements for any Release of such Product(s)
without waiving the requirement for full compliance of all other Products
shipped if applicable, such waiver to be in accordance with Section 16.14.,
"WAIVER", (4) hold the Seller responsible for the reimbursement of all costs
incurred by the Buyer or Buyer's customer, to include but not be limited to
penalties, agency fees and shipping charges, for such non-compliant product.
10.0. PRODUCT CHANGES
10.1. PRODUCT CHANGES BY BUYER
In the event that a change to the Specifications or a modification
to the Products is requested by Buyer:
16.
17
a. Buyer shall advise Seller of the requested change.
b. Seller, after reviewing the requested change, shall within the
time periods specified in Section 7.0 of the Specification advise Buyer of the
costs and length of time to effect such change. The lead time into production
and the per unit price change, if any. Seller shall not implement such change
without Buyer's prior written consent. Seller is under no obligation to make any
changes requested by Buyer without Seller's agreement.
Seller shall not implement such change without producing required
engineering change requests in accordance with Section 7.0 of the
Specifications.
In the event Seller's quote time to effect the requested change
and the lead time into production is not acceptable to Buyer based on Buyer's
good faith analysis of its market requirements, Buyer will so notify Seller. At
Buyer's request, the parties will negotiate in good faith a mutually acceptable
development and production schedule and Seller will provide Buyer a revised
non-reimbursable engineering ("NRE") cost and per unit price change estimate
within sixty (60) days of such request. Buyer will then have thirty (30) days to
elect to have Seller implement such modification at Buyer's expense. In the
event Seller wishes to provide the modification to its third party customers,
Seller and Buyer will negotiate, prior to delivery of the modification to any
such customer, a reasonable schedule for reimbursing Buyer for its payments of
NRE costs.
If Seller is unwilling or unable to undertake the requested
modification project, it will promptly inform Buyer, and Buyer will have the
option, exercisable within sixty (60) days of Seller's notification, to
undertake the modification project itself. If Buyer exercises such option,
Seller will promptly provide Buyer such Manufacturing Information reasonably
required to product a Modified Product (as defined below), and will grant Buyer
a non-exclusive, non-transferable license (i) to use, copy and modify the
applicable Manufacturing Information to product the Modified Product, and (ii)
subject to agreement on appropriate license and/or royalty fees to be paid to
Seller (to be negotiated in good faith by the parties), to use and distribute
the Modified Product Developed by Buyer in accordance with the terms of this
Agreement.
Notwithstanding the foregoing, the obligations of Seller under the
preceding paragraph are conditional upon Buyer's ability to secure such
manufacturing licenses or other proprietary rights of third parties, if any, as
may be required to undertake any modifications or produce or distribute Modified
Products. Seller agrees to provide reasonable assistance to Buyer to secure such
rights. Moreover, Seller's obligations under this Section shall not apply to any
requested modification to the extent Seller's compliance with the provisions of
this Section would breach Seller's obligations to a third party.
For the purposes of this Section, "Modified Product" shall mean a
Product (such as a voice card, WAN card or other separately identified product)
which is the subject of the modification and in which the modification is
incorporated.
10.2. NEW PRODUCT DEVELOPED BY SELLER
17.
18
If Seller develops a New Product, Seller shall notify Buyer in
writing at least thirty (30) days prior to the time of the initial public
announcement of such New Product, unless other terms are mutually agreed upon,
in advance and in writing, by the parties. At the time of such written notice,
Seller shall also provide to Buyer the available specifications, description,
and technical data necessary to evaluate the New Product. Further, Seller shall
notify Buyer when a working model of the New Product is available for an
engineering evaluation. Buyer reserves the right to replace an existing Product
with the New Product for all future Releases at the time the New Product is
offered commercially and at a price which is mutually agreeable.
10.3. PRODUCT CHANGES BY SELLER
Seller shall not change the Specifications or make any engineering
changes to the Products affecting form, fit, function, backward compatibility,
or spare parts without Buyer's prior written approval. Buyer will approve or
disapprove any such change within the time periods as specified in Section 7.0
of the Specification. If the Buyer's disapproval is not given within such time
periods of receipt of such notice, Seller shall be authorized to make the
necessary change, unless otherwise mutually agreed to by the parties. However,
Seller may change the Specifications or Products without Buyer's prior written
approval if such changes are for reasons of Product safety, certification
compliance or to avoid or eliminate any actual or alleged infringement or
potential infringement by the Product of any patent or copyright. Seller will
provide Buyer all necessary documentation concerning any change by Seller, as
outlined in Section 7.0 of the Specification, at least 30 days prior to the
first shipment of changed Product.
10.4. PRODUCT DISCONTINUANCE
Seller agrees to notify Buyer at least fifteen (15) months prior
to the discontinuance of any Products listed in Exhibit A of this Agreement
provided Buyer agrees to reasonably cooperate with Seller to shorten this notice
period. New Products that are introduced to replace a discontinued Product will
be functionally equivalent or better than the Products being replaced, and the
terms and conditions in section 10.0. of this Agreement related to functional
equivalence will apply to all proposed New Products.
10.5. PRODUCT COLOR AND LOGO
Seller will paint, logo and label the Product to the
specifications provided by the Buyer, which include the Buyer's Paint/Finish and
Color, Corporate Logo Guidelines, and Corporate Product Marking Specifications.
Seller agrees to complete this task, with every reasonable effort, 90 days after
a written request has been received from the Buyer. All non-recurring expenses
will be the responsibility of the Seller. If this Agreement is terminated prior
to the Buyer purchasing one thousand (1000) Products than the Buyer will
reimburse the Seller for all reasonable non-recurring expenses.
11.0. MARKETING LITERATURE/MANUALS
11.1. SALES KITS/LITERATURE
18.
19
Sample sales literature, specification sheets and other materials
of an inexpensive nature will be provided free of charge as these materials
become available. Seller shall, at the time of execution of this agreement,
provide Buyer an initial quantity of one thousand five hundred (1500) marketing
brochures. Costlier items such as point of purchase kits, merchandising kits,
demonstration programs, etc., will be provided free of charge in single
quantities or in quantities deemed reasonable by the Seller. Additional
quantities of such items as previously stated will be offered by Seller to Buyer
at Seller's cost.
11.2. MANUAL UPDATES
Seller shall provide, in electronic format where possible, Buyer
with timely updates for manuals designated as deliverable with the Product and
those necessary for Product support.
11.3. MANUAL DEVELOPMENT
Seller and Buyer agree to jointly develop a marketing guide for
this Product. This marketing guide should be completed three (3) months after
this agreement has been executed. Buyer agrees to bear the costs of the
production and duplication for this document.
12.0. SELLER'S COPYRIGHTED MATERIALS
Seller agrees to grant and hereby grants to Buyer a worldwide,
paid-up right to reproduce and distribute any copyrightable materials owned by
Seller that Seller makes generally commercially available to end-users of the
Products. Such materials shall include, but not be limited to, end-user
documentation, software and firmware fixes and maintenance releases (provided
that Buyer may only distribute such updates to end-users of the Products solely
for use with the Products), marketing materials, and technical bulletins. The
Buyer's name and trademarks can be used on such material. The Seller's name and
trademarks can be used on such material provided that each item of such material
shall contain trademark notices as may be reasonably requested by Seller to
protect Seller's trademark rights. Each item of such material shall the
statutory copyright notices.
13.0. CUSTOMER SERVICE SUPPORT
13.1. INITIAL DOCUMENTS
Upon the execution of this Agreement, if not previously furnished,
or as soon thereafter as possible, but in no event later than sixty (60) days
prior to the schedule delivery of the first production unit, the Seller shall
furnish, at Buyer's option, and if generally commercially available from Seller,
the following:
13.1.1. SELLER TECHNICAL MANUALS
One reproducible copy of the Seller technical manuals.
13.1.2. LINE ART AND ILLUSTRATIONS
19.
20
Reproducible (quality black on white first generation printed
copy) full sized copy of all line art and illustrations.
13.1.3. PARTS LIST
Parts breakdown within each Technical Manual. The parts breakdown
will list the part numbers of the typical field replaceable assemblies, to
include, but not be limited to, printed circuit board assemblies, power
supplies, and socket mounted chips.
13.2. DOCUMENT UPDATES
During the term of this Agreement, Seller shall provide the
following to Buyer Customer Service, if generally available from Seller:
13.2.1. TECH BULLETINS/SERVICE AIDS
A copy of Seller generated technical bulletins, subsystem service
aids and other instructions to the field covering problems, changes in
maintenance practices, parts, tools, etc.
13.2.2. DATA PACKAGE
For each Product model the applicable current data package shall
include, but is not limited to, flyers, boilerplates technical specification
lists, and other pertinent documentation intended for use by the Buyer's
customer or support personnel.
13.2.3. SPECIFICATION CHANGE REPORTS
Provide Buyer with copies of any changes of the Specifications of
the Product or any part, or any changes in the documentation or publications
itself. Such reports must be submitted within 30 days of publication by Seller.
13.2.4. SERVICE LITERATURE
Service literature shall consist of, but is not limited to,
troubleshooting guides, test data, service bulletins, training guides, other
media training tools (videos, computer based training software, course
development tools and information, self-study guides, etc.), application notes,
part numbers, and catalogs and will be made available to Buyer at Seller's cost.
Buyer may copy these materials for providing maintenance to its own customers
(in accordance with Section 12.0.).
13.3. TRAINING
13.3.1. INITIAL TRAINING
Seller shall provide free of charge, at a mutually agreed upon
time, training at Buyer's Customer Service Headquarters in Largo, Florida in the
selling, marketing, operation, installation, maintenance and board level
diagnosis, if board level diagnosis is applicable, of Product for the Buyer's
personnel. Training will be of a level and of such depth that qualified Buyer's
personnel
20.
21
so trained can, in turn, train other qualified Buyer's personnel. This training
shall be jointly developed and reviewed for acceptance by the Buyer. Such
training shall include the following courses and materials offered at no charge:
a. Three (3) training sessions for up to twelve (12) of Buyer's
Customer Service employees which may be recorded in audio or video by the Buyer
for its later use in training employees and any third party support as approved
by Seller.
b. Two (2) training sessions for up to a total of twenty-five (25)
of Buyer's Sales, Marketing and/or System Engineering personnel. This training
shall consist of sufficient information to properly sell and market the Products
and should include subject matter concerning the following items: new or
enhanced applications, new or enhanced feature/functionality, and competitive
market information.
c. All manuals and other course materials will be provided free of
charge for such training courses. Buyer may copy such materials in accordance
with Section 12.0. of this agreement.
13.3.2. NEW OR IMPROVED PRODUCT TRAINING
If additional or New Products (as defined in 1.7.) are added to
this Agreement or improvements or Enhancements are made by Seller to Products
purchased by Buyer then as mutually agreed to by the parties Seller shall
provide training in accordance with Section 13.3.1.
13.3.3. SUPPLEMENTAL TRAINING
Supplemental training will be provided at times and locations
mutually agreeable to both parties at Seller's then-current most favorable
charges for training.
If the training is to be performed in Seller's facilities, Seller
shall furnish all necessary course material required for such training. Buyer
shall bear the cost of travel and living expenses of its personnel.
If training is to be performed at other than Seller's facilities,
Buyer shall reimburse Seller for reasonable travel expenses incurred by Seller's
personnel to the extent that such expenses arise directly from training being
performed at other than Seller's facilities. In such cases Buyer shall provide
adequate training facilities and training equipment. Seller will provide all
appropriate training materials as specified in Section 13.3.1.
13.4. SUPPORT
Seller shall, at all times, have available to Buyer qualified
System Engineering and/or Customer Service Engineering support and personnel to
provide telephone assistance in resolving field installation, configuration, and
maintenance problems encountered by Buyer. If Seller is unable to solve Buyer's
problems via telephone, Seller shall, at Buyer's expense and within twenty-four
(24) hours after notice from Buyer, supply technical personnel competent to
resolve the problem at Buyer's designated location at Seller's then prevailing
rate per day, plus travel, living, and incidental expenses, (excluding First
Install Support Section 7.4). However, to the extent that the problems
encountered by Buyer are due to "Epidemics" as defined in Section 1.6,
21.
22
Seller shall provide personnel, if necessary, at a representative site until the
problems are resolved, without charge to Buyer.
13.5. SPARE PARTS
13.5.1. SPARE PARTS DELIVERY
Subject to the provisions of Section 13.5.2. below, Seller shall
use best efforts to ship spare parts in accordance with Buyer's schedules;
provided, however, such schedules allow Seller at least the following
lead-times, after receipt of Buyer's Releases, to ship the parts Release(s):
TYPE OF RELEASE LEAD-TIME FOR SHIPMENT (ARO)
Emergency Releases 24 HOURS
Initial Provisioning 90 Calendar Days
Replenishment Releases 21 Calendar Days (if forecasted)
90 Calendar Days (if unforecasted)
Buyer requests for shipments sooner than the lead-time set forth above are
subject to Seller's agreement.
13.5.2. LIST OF SPARE PARTS AND SUPPLIERS
Seller will provide Buyer with a list of those Seller's vendors
who are suppliers to Seller of spare parts for Products. Seller will also
provide Buyer with a recommended spare parts list. Such lists will be provided
to Buyer within thirty (30) days after execution of this Agreement.
13.5.3. SPARE PARTS AVAILABILITY WARRANTY
Seller shall stock sufficient quantities of spare units and spare
parts to insure twenty-four (24) hour response time. Seller will ship such
emergency Releases to the location identified by Buyer. Buyer will pay for any
shipping and handling charges.
13.6. REPAIR AND REFURBISHMENT SERVICES
13.6.1. REPAIR COST PRICE WARRANTY
Seller warrants that the prices charged and/or discounts granted
for the sale and repair of Products and spare parts will not be any less
favorable than prices charged and/or discounts granted by Seller to any Seller's
authorized wholesale distributors who purchase similar value of spare parts
under similar terms and conditions. This section shall survive the termination
of this agreement until Seller is no longer obligated to provide support under
Section 13.6.3.
13.6.2. REPAIR/REFURBISHMENT SERVICES BY SELLER
Seller shall provide repair and refurbishment services for
Products listed under Exhibit A which are no longer under warranty. For Products
manufactured by Seller within three (3)
22.
23
years of the date such repair or refurbishment is requested, prices for such out
of warranty repair and refurbishment shall not exceed twenty percent (20%) of
the then current Buyer's purchase prices. For Products returned for repair and
refurbishment under this section for which no defect is found, a charge not to
exceed seven percent (7%) of the then current Buyer's purchase price or fifty
(50) US dollars, whichever is greater, will be assessed for test and handling.
Products shall be returned to Seller freight prepaid. Seller shall complete
authorized services and reship to Buyer freight prepaid within fifteen (15) days
after receipt of the Products and authorization from Buyer. Seller warrants that
any out of warranty Products repaired and/or refurbished by Seller will be in
conformance with the Specifications and free from defects in material and
workmanship for a period, from date of shipment to Buyer, of 12 months.
Seller agrees to provide information and training to Buyer that
will allow Buyer to establish and maintain an authorized pass/fail test for the
Products. Seller further agrees to provide Buyer, if necessary, any special
materials, piece parts or test equipment required for this pass/fail test at
Seller's current cost for such items.
13.6.3. REPAIR PERIOD
Seller agrees to repair a particular type of Product for a period
of at least five (5) years following delivery of the last unit of such Product
delivered under this Agreement. Seller agrees to provide and maintain an
adequate stock of parts peculiar to the Product during this time period.
Further, Seller will provide Buyer a last buy opportunity on any components or
sub-assemblies to be discontinued or no longer available.
13.6.4. REPAIR/REFURBISHMENT SERVICES BY BUYER
Buyer shall have the right to perform repair and refurbishment of
the Product. Seller shall, not later than thirty (30) days after Buyer's written
request, provide Buyer with a reproducible copy of all normal Product
documentation and manuals necessary for Buyer to repair/refurbish and test the
Products, and shall throughout the term of this Agreement furnish reproducible
copies of any changes to such information. In the event that
repair/refurbishment of the Products require use of special material, tools,
fixtures, jigs, apparatus or parts of Seller's design, Buyer shall have the
right to purchase such items from Seller or its suppliers.
This information shall be treated as proprietary.
14.0. REMEDIES
14.1. TERMINATION
14.1.1. INSOLVENCY
If either party ceases doing business as a going concern, becomes
insolvent, suffers or permits the appointment of a receiver for its business or
assets or shall avail itself of, or become subject to, any proceeding under the
Federal Bankruptcy Code of 1978, (as amended), or any statute of any state
relating to insolvency or the protection of the rights of creditors, then (at
option of the other party) this Agreement shall terminate and be of no further
force and effect.
23.
24
14.1.2. FOR BREACH
Either party may terminate this Agreement if the other party is in
material breach and has failed to cure such breach within forty-five (45) days
after receipt of written notice thereof. Amounts withheld from Seller for reason
of valid dispute shall be excluded.
14.2. MANUFACTURING RIGHTS
A perpetual, royalty free, license to manufacture the Products
listed in Exhibit A shall be granted to Buyer under the following conditions:
a. Discontinuance of Product or support of Product listed in
Exhibit A.
b. New Product (as defined) replaces or obsoletes existing
Product but New Product fails to meet Buyer's Specification.
c. Seller becomes insolvent.
If more than thirty percent of the voting stock of Seller shall be under the
control of a competitor of Buyer, Buyer shall have, upon such occurrence, an
immediate right and license to manufacture the Products subject to a reasonable
license fee, to be agreed upon by the parties. Absent such agreement, the
determination of such fee shall be subject to arbitration under Section 16.19.
Buyer will have the right to withdraw the Manufacturing Information contained in
the escrow account for manufacturing the Products.
Notwithstanding the foregoing, the obligations of Seller under the
preceding sentence are conditional upon Buyer's ability to secure such
manufacturing licenses or other proprietary rights of third parties, if any, as
may be required to manufacture such Product. Seller agrees to provide reasonable
assistance to Buyer to secure such rights including the assignment of its rights
under such licenses.
Furthermore Seller will grant to Buyer the license to manufacture
the Products listed in Exhibit A under the following conditions: (1) Seller is
in material breach of this Agreement and such breach in not cured within the
time period specified in Section 14.1.2.; and (2) Buyer is not currently
manufacturing the Products, listed in Exhibit A, under a different agreement
with the Seller. The parties agree that the following will apply:
a. The Seller shall retain all the intellectual property rights to
the Products.
b. Seller shall maintain full Product revenue recognition for the
Products during this period. The transfer pricing guidelines between the parties
shall be as follows:
1. The Buyer's Manufacturing Costs shall consist of materials,
labor, overhead and a fifteen (15) percent profit margin for
each Product manufactured.
2. The Transfer Price shall be the price as stated in Exhibit
A, under the heading "AT&T Purchase".
3. The Seller's Current Manufacturing Cost shall be that price
which is being paid by the Seller to its current subcontract
manufacturer.
24.
25
4. If the Buyer's Manufacturing Costs are less than the
current Transfer Price but greater than the Seller's Current
Manufacturing Cost then the Buyer will sell the Product to the
Seller at the Buyer's Manufacturing Costs, and the Seller will
in turn sell the Product back to the Buyer at a price which is
the higher of (1) the Transfer Price or (2) one hundred six
(106) percent of the Buyer's Manufacturing Costs.
5. If the Buyer's Manufacturing Costs are greater than the
Seller's Current Manufacturing Cost and is greater than or
equal to the Transfer Price then the Buyer will sell the
Product to the Seller at the Buyer's Manufacturing Costs, and
the Seller will in turn sell the Product back to the Buyer at
a price not to exceed one hundred six (106) percent of the
Buyer's Manufacturing Cost.
6. If the Buyer's Manufacturing Costs are less than or equal
to the Seller's Current Manufacturing Cost then the Buyer will
sell the Product to the Seller at the Seller's Current
Manufacturing Cost, and the Seller will in turn sell the
Product back to the Buyer at the Transfer Price.
7. Both parties agree to share cost data sufficient to
evaluate adherence to the above requirements.
c. Where the Seller is able to cure the material breach outside of
the time periods specified in Section 14.1.2. and has proven to the Buyer that
the material breach has been cured, the Seller will be granted the option to
discontinue the Buyer's right to manufacture the Products under the following
conditions:
1. The Seller must reimburse the Buyer for all customary and
reasonable costs incurred in the start up phases of the Buyer
manufacturing processes; and
2. Seller cannot discontinue the Buyer's right to manufacture
until one (1) year has expired after the Buyer has begun
manufacture of Products.
14.3 ESCROW
Seller certifies it will deposit all Manufacturing Information,
including the items listed in Exhibit F, for Buyer to manufacture the Products
listed in Exhibit A, with an escrow agent within forty five (45) days of signing
this Agreement. The escrow account will be updated on a monthly basis or as
appropriate, but no less than every three (3) months, to insure that all
technical information remains current.
A mutually acceptable escrowee is to be selected within forty-five
(45) days of the effective date of this Agreement. Seller and the escrowee agree
to maintain materials in escrow. Seller agrees to initiate the immediate release
of all materials in escrow upon receipt of request from Buyer under the
existence of the conditions for release specified in Section 14.2., of this
Agreement entitled "Manufacturing Rights".
14.4. EPIDEMIC
25.
26
If an Epidemic shall occur at any time prior to the expiration of
this Agreement, then Seller shall, as mutually agreed to by the parties, do the
following at Seller's expense:
a. Forthwith investigate the same and determine its cause;
b. Supply on-site technical support and all necessary parts to
repair or replace Product known to be affected by the Epidemic;
c. Permit Buyer to return all known defective Product of the same
model designation and all effected spare parts not field repaired or replaced
which were affected by the Epidemic to Seller's factory for either repair or
replacement at no charge to Buyer (and Seller shall pay all shipment costs both
to and from Seller's factory);
d. Ensure that the appropriate quality controls and other measures
are taken so that all Product of similar type supplied subsequent to the date of
such an Epidemic shall not have the problems which caused the Epidemic.
15.0. FORCE MAJEURE
Neither party hereto shall be deemed to be in default of any
failure in performance of this Agreement, resulting from acts beyond the control
of such party but only during the time period that such Force Majeure event is
in affect. For the purposes of this Agreement, such acts shall include but not
be limited to, Acts of God, civil or military authority, civil disturbances,
war, strikes, fires, other catastrophes, or other "force majeure" events beyond
the parties control. The party whose performance is affected by a force majeure
event must provide to the other party a written notice of a force majeure event
within two (2) days after the force majeure event occurs. If the force majeure
condition precludes performance for more than forty five (45) days, then the
other party may elect to terminate this Agreement without additional liability
to either party.
16.0. GENERAL
16.1. RENEWAL
This Agreement may be renewed, as mutually agreed to by the
parties, for successive one (1) year periods after the expiration of the initial
term. Notice of renewal must be in writing and submitted to the other party at
least sixty (60) days prior to the end of the initial term or any renewal term,
provided that prior to the commencement date of a renewal term the parties shall
have agreed to the purchase price and purchase commitments applicable to such
renewal term.
16.2. SUCCESSORS AND ASSIGNS
Except as otherwise provided in this section, the rights and
duties of Buyer and Seller hereunder are personal to them and are not assignable
or delegable; any assignment or attempted assignment of rights or delegation of
duties shall be void except for the assignment of receivables for financial
reasons. Either party may assign this Agreement to a parent, subsidiary, or
affiliated entity or to another entity in connection with the sale or transfer
of substantially all of its business assets provided the non-assigning party is
notified promptly of such assignment and such assignee undertakes in writing to
assume the obligations of this Agreement.
16.3. MOST FAVORED CUSTOMER
26.
27
Notwithstanding any other provisions of this Agreement, all of the
prices, warranties, and terms granted by Seller to Buyer hereunder are hereby
warranted by Seller to be comparable to, or more favorable to Buyer than the
equivalent prices, warranties, and terms that have been offered by Seller to any
other Customer during the period from the effective date of this Agreement to
its termination. If at any time during this period, Seller shall have contracted
with any other Customer for the identical or substantially similar Product as
listed in Exhibit A hereto, on a basis that provides prices, warranties or terms
to that customer more favorable than those provided to Buyer hereunder, then:
Seller shall within thirty (30) days after the effective date of such other
contract 1) notify Buyer in writing of such fact, explaining the more favorable
basis in detail and 2) regardless of whether such notice is sent by Seller or
received by Buyer, this Agreement shall be deemed to be automatically amended,
effective retroactively to the effective date of such other contract, to offer
the same prices, warranties, or terms to the Buyer. The provision of this clause
shall survive the closing and termination of this Agreement.
16.4. INDEMNITY
Seller agrees that it will indemnify and hold harmless Buyer
against and from any and all claims, damages, and liability, including expenses
and reasonable attorneys' fees, suffered by Buyer resulting from personal injury
and/or tangible property damage to third parties, including without limitation,
Buyer's employees, caused by the failure of the Products to conform to
Specifications or defects in materials and workmanship of the Products, or the
negligent acts of Seller, arising out of the performance under this Agreement or
Seller's breach of this Agreement; provided, however, that this obligation shall
not cover any damage to the Products themselves. Buyer agrees that it will
indemnify and hold harmless Seller against and from any and all claims, damages
and liability, including expenses and reasonable attorneys' fees, suffered by
Seller resulting from personal injury and/or tangible property damage to third
parties, including without limitation Seller's employees, caused by defects in
components supplied by Buyer and incorporated into the Products, or the acts of
Buyer or buyer's breach of this Agreement provided that such defects in such
components do not result from defects in the Products. In the event any claim
covered by this indemnity is asserted against either party, the other party
shall provide reasonable cooperation and assistance in the defense thereof and
the other party will grant the indemnifying party control over the defense of
any action.
16.5. TRADEMARKS AND TRADENAMES
Buyer may use Seller's trade name, trademarks and product names
only in connection with Buyer's distribution of the Products and in a format and
style approved by Seller. Buyer will use such trademark notices as may be
reasonably requested by Seller to protect Seller's trademark rights.
16.6. PROPRIETARY INFORMATION
Certain data or information disclosed by the Seller may be
proprietary in nature and must be so marked or identified ("Proprietary
Information") or if provided orally or visually the aforementioned information
must be claimed as such and provided to the other party in writing, within
thirty (30) calendar days of the date of disclosure. Buyer agrees to take all
reasonable
27.
28
measures to protect Proprietary Information and, without limiting the foregoing,
agrees to exert at least the same effort to prevent disclosure of such
Proprietary Information as it would its' own proprietary information and to not
disclose any part thereof without the Seller's written consent (such consent not
be unreasonably withheld). Notwithstanding any provisions herein concerning
non-disclosure of the Proprietary Information, Buyer shall have no obligations
hereunder for any such information which Buyer can document 1) is already known
to Buyer at the xxxx Xxxxxx disclosed such Proprietary Information to Buyer, 2)
is or becomes known to the general public through publications, inspection of
Product or otherwise and through no wrongful act of Buyer, 3) is received from a
third party without that party's breach of disclosure restriction and without
breach of this Agreement, 4) is shown to have been independently developed by
Buyer, 5) is disclosed to a third party by Seller without a similar restriction
on the third party's rights, or 6) is approved for release or use by written
authorization of Seller. The obligations of this section shall survive
termination of this Agreement for a period of two (2) years. Seller retains
exclusively for itself all proprietary rights in and to all designs, engineering
details, and other data pertaining to all Products.
16.7. PATENT/COPYRIGHT INFRINGEMENT INDEMNIFICATION
Seller is unaware of any claim, either threatened or impending,
that the Products infringe any patent, trademark or copyright. Seller agrees to
indemnify and hold harmless Buyer from and against all damages, liability and
cost suffered or incurred as a result of any claim that any Products furnished
pursuant to this Agreement constitutes an infringement of any patent, trademark
or copyright provided that Buyer gives Seller reasonable notice of any such
claims. Said indemnification shall extend only to damages assessed against or
costs incurred by Buyer as the result of a judgment rendered by a court of last
resort or a court of lower jurisdiction from which no appeal has been taken
holding that any Product, spare parts and documentation furnished pursuant to
this Agreement constitutes an infringement of any patent, trademark or
copyright, or to any settlement of such claim consented to in writing by Seller.
Buyer shall not be entitled to recover from Seller any loss of profits suffered
by Buyer as a result of such infringement or alleged infringement.
At the request and expense of Seller, Buyer shall assist and
cooperate with Seller in defending against any such alleged infringement. It is
agreed that Seller shall undertake the sole and complete defense of any such
claim of infringement through counsel of its own choice and at its expense. In
case any Product is held to constitute an infringement in such suit or
proceeding and the use of said Product is enjoined, Seller shall, at its own
expense and option, either (a) procure for Buyer the right to continue using
such Product, (b) modify said Product so as to render it non-infringing, or (c)
accept the return of said Product and refund the purchase price. The provisions
of this Section shall not apply with respect to any claim of patent, trademark,
or copyright infringement based solely on the components added to the Products
by Buyer. Further the provisions of this Section shall not apply if the
infringement arises out of a modification of said Products after delivery by
Seller. The rights granted to Buyer under this section 16.7. are Buyer's sole
and exclusive remedy for any alleged infringement of any proprietary rights of
any kind.
16.8. INDEPENDENT CONTRACTOR
28.
29
It is understood and agreed that nothing stated in the Agreement
shall be construed as creating the relationship of employer and employee or
principal and agent between the parties hereto. Buyer and Seller shall be deemed
independent contractors at all times with respect to their performance and
neither shall have the right or authority to assume or create any obligation,
express or implied, on behalf of the other except as may be otherwise provided
herein. Neither Buyer nor Seller will use any words, perform any act, or make
any statement, written or oral, which would imply or indicate, or tend to imply
or indicate, that it or its business is an agent or representative of the other
party; an agency, division, subsidiary, or branch of the other; or that one, in
any manner, either directly or indirectly, owns, controls, maintains, or
operates the other or its business. Neither party is in any manner responsible
or liable for the other's obligations; nor does any relationship exist between
Seller and Buyer, other than that of independent contractor.
16.9. GOVERNING LAW
This Agreement shall be governed by and construed according to the
laws of the State of Florida.
16.10. SEVERABILITY
If any provisions of the Agreement shall be held invalid, illegal
or unenforceable, the validity, legality or enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
16.11. NOTICES
Every notice or other communication required or contemplated by
this Agreement by either party shall be delivered by (a) personal delivery, (b)
certified or registered mail (postage prepaid, return receipt requested), or (c)
"tested telecopy" (a telecopy for which the proper answer back has been
received) addressed to the parties for whom intended at the following address:
If to Seller, at the following address:
Premisys Communications, Inc.
0000 Xxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxxxx
Telecopy Number: (000) 000-0000
If to Buyer, at the following address:
AT&T Paradyne
0000 000xx Xxxxxx Xxxxx
X.X. Xxx 0000
Xxxxx, Xxxxxxx 00000-0000
29.
30
Attn: Subcontracts Manager
Telecopy Number: (000) 000-0000
or at such other address as the intended recipient previously shall have
designated by written notice to the other party. Notice by mail shall be
effective on the date it is officially recorded as delivered to the intended
recipient by return receipt or equivalent. All notices and other communication
required or contemplated by this Agreement delivered in person or sent by
"tested" telecopy shall be deemed to have been delivered to and received by the
addressee and shall be effective on the date of the personal delivery or on the
date sent, respectively. Notice not given in writing shall be effective only if
acknowledged in writing by a duly authorized representative of the party to whom
it was given.
16.12. ENTIRE AGREEMENT
This Agreement, including any exhibits attached hereto,
constitutes the entire Agreement and supersedes all prior communications,
representations, agreements, understandings, either verbal or written, between
the parties with respect to the subject matter hereof. This Agreement may not be
altered, modified, amended or otherwise changed except by supplemental written
agreement signed by duly authorized officers of both parties.
16.13. AUTHORITY TO COMMIT
Buyer and Seller each represent and warrant that the
representatives executing this Agreement are duly authorized and empowered to
sign on their behalf.
16.14. WAIVER
A waiver by either party of any default of the other party shall
not be deemed to be a continuing waiver or a waiver of any other default or of
any other provision of this Agreement, but shall apply solely to the instance to
which the waiver is directed.
16.15. PRIVACY
Neither Buyer nor Seller shall, without first obtaining the other
party's written authorization, in any manner disclose the terms and conditions
of this Agreement; (except as may be necessary to perform in accordance with the
terms of this Agreement or as required by law), or any information in any way
related to this Agreement, or any Release or the business of the other party.
16.16 SURVIVING PROVISIONS
The rights and obligations of Buyer and Seller arising under the
Sections 5.0., 13.6.3., 16.4., 16.5., 16.6., and 16.7. shall survive the
termination of this Agreement for a period of three (3) years unless otherwise
stipulated elsewhere.
16.17. ORDER OF PRECEDENCE
30.
31
If acknowledgments and invoices are issued on Seller's standard
forms containing printed terms and conditions therein, then such printed terms
and conditions shall be of no force and effect. The terms and conditions of this
Agreement shall take precedence over Buyer's Releases terms and conditions. The
Specifications and other such documents made as part of this Agreement shall
take precedence over any other such documents not attached or referenced within
this Agreement.
16.18. HEADINGS NOT CONTROLLING
Headings used in this contract are for reference only and shall
not be deemed a part of this contract.
16.19. ARBITRATION
Except as provided herein, any controversy or claim arising out of
or related to this Agreement, or the breach hereof, will be settled by
arbitration before a panel of one arbitrator in ORLANDO, FLORIDA, in accordance
with the Commercial Arbitration Rules of the American Arbitration Association.
Judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. The arbitrator will have knowledge of and
experience with the telecommunications industry. The arbitration hearing will
commence within ninety (90) days after appointment of the arbitrator. Unless the
arbitrator finds that exceptional circumstances justify delay, the hearing will
be completed and an award will be rendered in writing within ninety (90) days
after the commencement of the hearing. The arbitrator shall include in the award
the prevailing party's costs of arbitration and reasonable fees of attorneys,
accountants and other professionals connected with the arbitration.
Seller or Buyer will not be required to arbitrate any dispute
relating to actual or threatened unauthorized use or disclosure of its
confidential information or violation of its proprietary rights in the Products,
jointly or individually developed products or enhancements thereto, or their
designs.
16.20. FEES
In any suit or arbitration to enforce this agreement, the
prevailing party will have the right to recover its costs and reasonable fees of
attorney, accountants, and other professionals.
17.0. ADDITIONAL AGREEMENTS
It is the intent of both the Buyer and the Seller to review as
required the need to amend this agreement or to enter into new agreements for
the mutual benefit of the parties.
Buyer and Seller agree to meet at least every six (6) months to
review market conditions and business opportunities that may require new
agreements to increase sales, market share and/or market position. Such
agreements may include, but are not limited to bi-lateral technology transfer,
joint development of new products, or enhancements to existing Products.
31.
32
Should these meeting identify a market opportunity for either
party, Buyer and Seller agree to enter into "Good Faith" negotiations toward an
Agreement that benefits both parties.
18.0. MANUFACTURING
Buyer shall have the right to become a primary manufacturing
source for the Seller's Products and New Products, at the Buyer's or any of it
affiliate's manufacturing locations, if it can meet or beat the material terms
and conditions of Seller's then current primary manufacturing source. All bids
shall be fairly reviewed by the Seller for meeting product manufacturing and
quality standards that the Seller would propose to any other sub-contract
manufacture. Seller agrees to share all manufacturing cost data for the Products
with the Buyer and to actively pursue the exchange of the manufacturing
information required for the Buyer to submit such a bid. If the bid to
manufacture the Products is rejected by Seller, Seller will within ten (10) days
of such rejection submit to the Buyer a memorandum detailing the reason why the
bid was rejected.
If during the term of this Agreement Buyer elects to manufacture
the Products for its customers at its facilities or any affiliated facility,
then Buyer shall have such right provided the transfer price to Seller is no
greater than the aggregate of the costs Seller would have otherwise incurred if
manufacturing had been done by its then existing supplier, assembly was done by
the Seller (including freight, duty, testing, inspection) and any other costs
that Seller would have otherwise incurred.
For any products or enhanced products jointly developed by the
parties pursuant to Section 17.0., both parties will have the rights to
manufacture and market (such marketing rights subject to limitations contained
in this agreement) such products. If Buyer develops enhanced products it shall
have the right to manufacture and sell such products subject to a reasonable
royalty for any incorporated Seller proprietary technology.
19.0. SOFTWARE
19.1. SOFTWARE LICENSE
Buyer acknowledges and agrees that the Products contain software
and firmware (the "Software") that is not sold to Buyer. Seller hereby grants
Buyer and Buyer's authorized distributors a license to reproduce and distribute
the Software to and sublicense end-users of the Product to use the Software
solely in connection with the Products.
The Buyer shall sublicense the Software under a license agreement
with the Buyer's end user customer that contains substantially the same
provisions as are contained herein and Buyer will ensure that its distributors
also comply with this requirement.
19.2. SOFTWARE AVAILABILITY
All software will be made available to the Buyer in both a hard
coded (firmware EPROM, etc.) and a soft coded copy (diskette, tape, etc.) as
deemed necessary by the Buyer for the particular application.
32.
33
19.3 SOFTWARE WARRANTY
Seller agrees that the Software shall be warranted to the same
terms and conditions as specified for the Products.
19.4 SOFTWARE MODIFICATIONS
Seller agrees to provide Buyer with two (2) master copies of all
requested Software Bug Fixes, Software Maintenance Releases and the associated
documentation at no charge for the term of this Agreement. All Software Feature
Releases will be provided to the Buyer at a cost mutually agreed to by the
parties and in accordance with Section 16.3 of this Agreement. If Software Bug
Fixes are incorporated into the Software Feature Releases and not made available
as a Software Maintenance Release then the Software Feature Release will be
provided, as requested, to the Buyer at no charge.
All Software Bug Fixes and Software Maintenance Releases will be
made available to the Buyer on the day that it is generally available. All
Software Feature Releases will be available to the Buyer as required by the
Buyer. All technical documentation for a Software Feature Release will be
available to the Buyer in a camera ready state thirty (30) days prior to the
general availability of such release.
19.5. SOFTWARE SUPPORT
Seller agrees to provide support services to the Buyer for the
Software in accordance with the support provisions as defined for the Products
of this Agreement. Seller further agrees to coordinate the prioritization of all
Software problems as reported by the Buyer into the follow on releases based
upon the priorities reviewed with the Buyer. The Seller will issue monthly
reports to the Buyer covering status of the Software problems, current time
frames for repair, current development testing and results. Software for which
new versions have been issued will continued to receive support for two (2)
years post issuance of versions by Seller.
Seller agrees to provide a single point of contact within their
development organizations for consultation, defining unique features,
establishing priorities for unique features, new Software Feature Releases
information, establishing priorities, status and results for Software Bug Fixes.
Seller agrees to provide support service response times for
Buyer's Software reported problems, proposed changes and Enhancements (also
referred to by Buyer as Modifications Requests (MR)) as specified in the
Specification.
20.0. SIGNATURE
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date(s) set forth below.
AT&T PARADYNE CORPORATION
33.
34
BY: /s/ X. X. Xxxxxx
TITLE: Sr. V.P., CEO and Treasurer
DATE: 12/4/92
PREMISYS COMMUNICATIONS, INC.
BY: /s/ Xxxxxxx Xxx
TITLE: President / CEO
DATE: 12/4/92
PREMISYS COMMUNICATIONS HOLDINGS, INC.
BY: /s/ Xxxxxxx Xxx
TITLE: President / CEO
DATE: 12/4/92
34.
35
[AT&T PARADYNE LOGO]
AGREEMENT NUMBER LGSC103DS
AMENDMENT NUMBER 1
PAGE 1 OF 4
DATE: 7/8/93
PREMISYS COMMUNICATIONS, INC.
0000 XXXXXX XXXXX
XXXX XXXX, XXXXXXXXXX 00000
Agreement number LGSC103DS, dated and signed, December 24, 1992, by and between
Premisys Communications Inc. and AT&T Paradyne will be amended as follows:
1.0 Exhibit A, Product Model Numbers/Descriptions/List Prices/Discount Levels,
is hereby deleted in its entirety and replaced by a new Product Model
Numbers/Descriptions/List Prices/Discount Levels, Exhibit A, revision 1, dated
7/8/93, attached hereto and made a part hereof.
2.0 All other term and conditions of the above stated Agreement remain
unchanged.
This Amendment shall be effective for all Releases received by Premisys for AT&T
Paradyne on or after August 1, 1993.
ACCEPTED: July 16, 1993 ACCEPTED: July 19, 1993
AT&T Paradyne Premisys Communications, Inc.
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx Xxx
Title: Sr. Vice President, Secretary & Title: President / CEO
General Counsel
AT&T PARADYNE - PROPRIETARY
USE PURSUANT TO COMPANY INSTRUCTION
AMENDMENT NUMBER 1 - LGSC103DS
1 - 07/08/93
36
COMPANY CONFIDENTIAL INTERNAL USE ONLY
PREMISYS COMMUNICATIONS, INC.
IMACS/800
PRICE LIST EFFECTIVE AUGUST 1, 1993
U.S.
LIST AT&T AT&T
MODEL NO. PEC CODE DESCRIPTION PRICE PRICE DISCOUNT
Common Equipment:
8901 25801 AC power supply [***] [***] [***]
8902 25802 DC power supply [***] [***] [***]
8903 25803 -48V DC converter [***] [***] [***]
8904 25804 -48V Ringing generator [***] [***] [***]
8918 25800 Universal enclosure with installation kit [***] [***] [***]
8920 25816 Interface card with 2,400 baud modem [***] [***] [***]
8800 25806 CPU control card with 2 T1/E1 bus-connect [***] [***] [***]
(non-redundant) [***] [***] [***]
8804 CPU control card with 4 T1/E1 bus-connect [***] [***] [***]
(redundant-capable) [***] [***] [***]
8801 25807 CPU control card with cross-connect [***] [***] [***]
(redundant-capable) [***] [***] [***]
T1/E1 WAN Cards:
8000 25811 Single T1/E1 line interface [***] [***] [***]
8010 25812 Dual T1/E1 line interfaces [***] [***] [***]
8014 Dual T1/E1 line interfaces with 1 x 3 relays [***] [***] [***]
811 25814 DSX/CEPT plug-in module [***] [***] [***]
812 25815 CSU plug-in module [***] [***] [***]
Voice Cards:
8108 25819 8-port, 2-wire E&M/TO [***] [***] [***]
8118 25821 8-port, 4-wire E&M/TO [***] [***] [***]
8119 8-port, 4-wire E&M/TO - Extended Range [***] [***] [***]
8128 25823 8-port, 2-wire FXS/FXSDN/PLAR/DPO - 900 Ohm [***] [***] [***]
8129 8-port, 2-wire FXS/FXSDN/PLAR/DPO - 600 Ohm [***] [***] [***]
8138 25826 8-port, 2-wire FXO/FXODN/MRD/DPT - 900 Ohm [***] [***] [***]
8139 8-port, 2-wire FXO/FXODN/MRD/DPT - 600 Ohm [***] [***] [***]
Data Cards:
8202 25826 2-port RS-530/V.35 super-rate data [***] [***] [***]
8212 25827 2-port V.35 super-rate data [***] [***] [***]
8215 4-port RS-530/V.35 super-rate data [***] [***] [***]
8220 25828 10-port RS-232C sub-rate data [***] [***] [***]
8248 5-port OCU-DP [***] [***] [***]
8249 25829 2-port OCU-DP with error correction [***] [***] [***]
8254 25883 4-port DSO-DP/G.703 co/contra directional [***] [***] [***]
Other Cards:
8401 25830 External alarm card [***] [***] [***]
* Confidential Treatment Requested
2.
37
U.S.
LIST AT&T AT&T
MODEL NO. PEC CODE DESCRIPTION PRICE PRICE DISCOUNT
Cables and Accessories: [***] [***] [***]
1106 RJ48 to 2 BNC Adapter (for E1) [***] [***] [***]
1114X 25881 5-ft RJ48M to DB25M Cross-Over Cable (for SRU) [***] [***] [***]
1114M 25882 5-ft RJ48M to DB25M Straight-Thru Cable (for SRU) [***] [***] [***]
1121 25888 50-Pin to 2 RJ48 Adapter with Test Jacks (for T1) [***] [***] [***]
1161 25880 50-Pin to 8 RJ48 Adapter (for T1) [***] [***] [***]
1203X 25858 5-ft DB25M to V.35M Cross-Over Cable (for V.35 XXX) [***] [***] [***]
1203M 25885 5-ft DB25M to V.35M Straight-Thru Cable (for V.35 XXX) [***] [***] [***]
1204X 25858 5-ft DB25M to RS530M Cross-Over Cable (for RS530M XXX) [***] [***] [***]
1204M 25857 5-ft DB25M to RS530M Straight-Thru Cable (for RS530M XXX) [***] [***] [***]
1207 25863 6-ft 3-to-4 50-Pin E&M Cable (All Male Connectors) [***] [***] [***]
1208 25860 6-ft 3-to-1 50-Pin FXS Cable (All Male Connectors) [***] [***] [***]
1208 6-ft 3-to-1 50-Pin TO Cable (All Male Connectors) [***] [***] [***]
1210 25861 5-ft 50-Pin Male to Male Amphenol Cable (for Multiple Uses) [***] [***] [***]
1212X 25883 5-ft DB25M to RS449M Cross-Over Cable (for RS449 XXX) [***] [***] [***]
1212M 25882 5-ft DB25M to RS449M Straight-Thru Cable (for RS449 XXX) [***] [***] [***]
1215X 25885 5-ft RJ48M to DB15F Cross-Over Cable (for PBX) [***] [***] [***]
1215M 25864 5-ft RJ48M to DB15M Straight-Thru Cable (for CSU) [***] [***] [***]
1216F 25852 15-ft RJ48M to DB25F Straight-Thru Cable (for VT100) [***] [***] [***]
1216M 25851 15-ft RJ48M to DB25M Straight-Thru Cable (for VT100) [***] [***] [***]
1217 25854 25-ft RJ11M to RJ11M Cable (for Modem) [***] [***] [***]
1220 25877 25-ft 50-Pin Male to Female Amp/Champ Extension Cable [***] [***] [***]
1221 25878 25-ft DB25M to DB25F Extension Cable (for RS232 operation) [***] [***] [***]
1222 25875 25-ft DB25M to DB25F Extension Cable (for RS530 operation) [***] [***] [***]
1224 25874 25-ft DB25M to DB25F Extension Cable (for V.35 operation) [***] [***] [***]
1230 1-ft RJ48M to RJ48M Shielded Cable (for T1) [***] [***] [***]
1231 25853 25-ft RJ48M to RJ48M Shielded Cable (for T1) [***] [***] [***]
1232 25873 50-ft RJ48M to RJ48M Shielded Cable (for T1) [***] [***] [***]
1233 25872 100-ft RJ48M to RJ48M Shielded Cable (for T1) [***] [***] [***]
1239 Y Adapter for WAN Card Redundancy (Bus Connect Systems) [***] [***] [***]
1240 5-inch DB25M to DB25F RS530 Adapter Cables [***] [***] [***]
1251 25869 RS-530 to V.35 Personality Module [***] [***] [***]
1252 25870 RS-530 to RS-232 Personality Module [***] [***] [***]
1255 25871 RS232/RS-232 DB25 Female-to-Female Gender Changer [***] [***] [***]
1257 25885 V.35 M34 Female-to-Female Gender Changer [***] [***] [***]
1258 25888 RS449 DB37 Female-to-Female Gender Changer [***] [***] [***]
1263X 5-ft DB28M to V.35M (M34) Cross-Over Cable (for 4-port XXX) [***] [***] [***]
1263M 5-ft DB28M to V.35M (M34) Straight-Thru Cable (for 4-port XXX) [***] [***] [***]
1264X 5-ft DB28M to RS530M (DB25) Cross-Over Cable (for 4-port XXX) [***] [***] [***]
1264M 5-ft DB28M to RS530M (DB25) Straight-Thru Cable (for 4-port XXX) [***] [***] [***]
1265X 5-ft DB28M to RS449M (DB37) Cross-Over Cable (for 4-port XXX) [***] [***] [***]
1285M 5-ft DB28M to RS449M (DB37) Straight-Thru Cable (for 4-port XXX) [***] [***] [***]
1288 25-ft DB28M to DB28F Extension Cable (for V.35 operation) [***] [***] [***]
1289 25-ft DB28M to DB28F Extension Cable (for RS530/RS449 operation) [***] [***] [***]
1604 25888 X00 Xxxxx with 2 Female 50-Pin Amp/Champ Connectors [***] [***] [***]
1609 25887 Type 1 Dual Tap Adapter with 2 RJ48X Jacks (for T1) [***] [***] [***]
* Confidential Treatment Requested
3.
38
U.S.
LIST AT&T AT&T
MODEL NO. PEC CODE DESCRIPTION PRICE PRICE DISCOUNT
Factory Upgrades:
6001 Model 8800 CPU to Model 8804 CPU [***] [***] [***]
6002 Model 8800 CPU to Model 8801 CPU [***] [***] [***]
6003 Model 8804 CPU to Model 8801 CPU [***] [***] [***]
--------------------------
* Confidential Treatment Requested
4.
39
[AT&T PARADYNE LOGO]
AGREEMENT NUMBER LGSC103DS
AMENDMENT NUMBER 2
PAGE 1 OF 5
DATE: 3/17/94
PREMISYS COMMUNICATIONS, INC.
0000 XXXXXX XXXXX
XXXX XXXX, XXXXXXXXXX 00000
Agreement number LGSC103DS, dated and signed, December 4, 1992, by and between
Premisys Communications Inc. and AT&T Paradyne will be amended as follows:
1.0 Exhibit A, Product Model Numbers/Descriptions/List Prices/Discount Levels,
dated 7/8/93, is hereby deleted in its entirety and replaced by a new Product
Model Numbers/Descriptions/List Prices/Discount Levels, Exhibit A, dated
3/17/94, attached hereto and made a part hereof.
2.0 All other term and conditions of the above stated Agreement remain
unchanged.
This Amendment shall be effective for all Releases received by Premisys for AT&T
Paradyne on or after March 15, 1994.
ACCEPTED: March 30, 1994 ACCEPTED: March 30, 1994
AT&T Paradyne Premisys Communications, Inc.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
Title: Product Manager Title: V.P. of Marketing
AT&T PARADYNE - PROPRIETARY
USE PURSUANT TO COMPANY INSTRUCTION
AMENDMENT NUMBER 2 - LGSC103DS
1 - 3/17/94
40
COMPANY CONFIDENTIAL
PREMISYS COMMUNICATIONS, INC.
IMACS
PRICE LIST EFFECTIVE MARCH 15, 1994
U.S.
LIST AT&T
MODEL NO. PEC CODE DESCRIPTION PRICE PRICE
Common Equipment:
8901 25801 AC power supply [***] [***]
8902 25802 DC power supply [***] [***]
8903 25803 -48V DC converter [***] [***]
8904 25804 -48V Ringing generator [***] [***]
8916 IMACS/600 Universal enclosure with installation kit [***] [***]
(cover not included)*
8918 25800 IMACS/800 Universal enclosure with installation kit [***] [***]
8920 25816 Interface card with 2,400 baud modem [***] [***]
8800 25806 CPU control card with 2T1/E1 bus-connect (non [***] [***]
redundant)
8801 25807 CPU control card with cross-connect (redundant-capable) [***] [***]
8804 CPU control card with 4 T1/E1 bus-connect (redundant- [***] [***]
capable)
T1/E1 WAN Cards:
8000 25811 Single T1/E1 line interface [***] [***]
8010 25812 Dual T1/E1 line interfaces [***] [***]
8014 Dual T1/E1 line interfaces with 1 x 3 relays [***] [***]
811 25814 DSX/CEPT plug-in module [***] [***]
812 25815 CSU plug-in module [***] [***]
Voice Cards:
8108 25815 8-port, 2-wire E&M/TO [***] [***]
8118 25821 8-port, 4-wire E&M/TO [***] [***]
8119 8-port, 4-wire E&M/TO - Extended Range [***] [***]
8128 25823 8-port, 2-wire FXS/FXSON/PLAR/DPO - 900 ohm [***] [***]
8129 8-port, 2-wire FXS/FXSDN/PLAR/DPO - 600 ohm [***] [***]
8138 25825 8-port, 2 wire FXO/FXODN/MRD/DPT - 900 ohm [***] [***]
8139 8-port, 2-wire FXO/FXODN/MRD/DPT - 600 ohm [***] [***]
Data Cards:
8202 25826 2-port RS-530/V.35 super-rate data [***] [***]
8212 25827 2-port V.35 super-rate data [***] [***]
8213 2-port RS-530/RS-368/V.25bls super-rate data* [***] [***]
8215 4-port RS-530/V.35 super-rate data [***] [***]
8220 25828 10-port RS-232C sub-rate data [***] [***]
8224 4-port RS-232C sub-rate data* [***] [***]
8230 8-port subrate FRAD card* [***] [***]
8248 5-port OCU-DP [***] [***]
845 5-port OCU-DP child card* [***] [***]
8249 25829 2-port OCU-DP with error correction [***] [***]
8254 25883 4-port DSO-DP/G.703 co/comtra directional [***] [***]
Server Cards:
8840A ISDN PRI server card - 1 D channel* [***] [***]
8840B ISDN PRI server card - 2 D channels* [***] [***]
8840C ISDN PRI server card - 8 D channels* [***] [***]
Other Cards:
8401 25830 External alarm card [***] [***]
Network Management Software:
7002B PremLink Network Management (base license)* [***] [***]
7002U PremLink Network Management (additional user workstation) [***] [***]
* - consult factory for delivery lead times
* Confidential Treatment Requested
2.
41
US
LIST AT&T
MODEL NUMBER PEC CODE DESCRIPTION PRICE PRICE
Cables and Accessories: [***] [***]
1106 RJ48 to 2 BNC Adapter (for E1) [***] [***]
1114F 25882 5-ft RJ48M to DB2SF Straight-Thru Cable (for SRU) [***] [***]
1114M 25882 5-ft RJ48M to DB2SM Straight-Thru Cable (for SRU) [***] [***]
1114X 25881 5-ft RJ48M to DB25M Cross-Over Cable (for SRU) [***] [***]
1118 25-ft RJ48M to RJ48M Silver-Satin Cable (for OCU-DP) [***] [***]
1121 25866 50-Pin to 2 RJ48 Adapter with Test Jacks (for T1) [***] [***]
1181 25880 50-Pin to 8 RJ48 Adapter (for T1) [***] [***]
1201F 15-ft DB9 to DB2SF Straight Thru [***] [***]
1201M 15-ft DB9 to DB25M Straight Thru [***] [***]
1203F 25855 5-ft DB25M to V.3SF Straight-Thru Cable (for V.35 XXX) [***] [***]
1203M 25855 5-ft DB25M to V.35M Straight-Thru Cable (for V.35 XXX) [***] [***]
1203X 25856 5-ft DB25M to V.35M Cross-Over Cable (for V.35 XXX) [***] [***]
1204F 25857 5-ft DB25M to RS59OF Straight-Thru Cable (for RS530 XXX) [***] [***]
1204M 25857 5-ft DB25M to RS53OM Straight-Thru Cable (for RS530 XXX) [***] [***]
1204X 25858 5-ft DB25M to RS53OM Cross-Over Cable (for RS530 XXX) [***] [***]
1207 25859 6-ft 3-to-4 50-Pin E&M Cable (All Male Connectors) [***] [***]
1208 25860 6-ft 3-to-1 50-Pin FXS Cable (All Male Connectors) [***] [***]
1209 6-ft 3-to-1 50-Pin TO Cable (All Male Connectors) [***] [***]
1210 25861 5-ft 50-Pin Male to Male Amphenol Cable (for Multiple Uses) [***] [***]
1212F 25862 5-ft DB25M to RS449F Straight-Thru Cable (for RS449 XXX) [***] [***]
1212M 25862 5-ft DB25M to RS449M Straight-Thru Cable (for RS449 XXX) [***] [***]
1212X 25863 5-ft DB25M to RS449M Cross-Over Cable (for RS449 XXX) [***] [***]
1215M 25864 5-ft RJ48M to DB15M Straight-Thru Cable (for CSU) [***] [***]
1215X 25865 5-ft RJ48M to DB15F Cross-Over Cable (for PBX) [***] [***]
1216F 25852 15-ft RJ48M to DB2SF Straight-Thru Cable (for VT100) [***] [***]
1216M 25851 15-ft RJ48M to DB25M Straight-Thru Cable (for VT100) [***] [***]
1217 25854 25-ft RJ11M to RJ11M Cable (for Modem) [***] [***]
1220 25877 25-ft 50-Pin Male to Female Amp/Champ Extension Cable [***] [***]
1221 25876 25-ft DB25M to DB25F Extension Cable (for RS232 operation) [***] [***]
1222 25875 25-ft DB25M to DB25F Extension Cable (for RS530 operation) [***] [***]
1224 25874 25-ft DB25M to DB25F Extension Cable (for V.35 operation) [***] [***]
1230 1-ft RJ48M to RJ48M Shielded Cable (for T1) [***] [***]
1231 25853 25-ft RJ48M to RJ48M Shielded Cable (for T1) [***] [***]
1232 25873 50-ft RJ48M to RJ48M Shielded Cable (for T1) [***] [***]
1233 25872 100-ft RJ48M to RJ48M Shielded Cable (for T1) [***] [***]
1239 Y Adapter for WAN Card Redundancy (Bus Connect Systems) [***] [***]
1240 5-inch DB26M to DB25F RS530 Adapter Cables [***] [***]
1251 25869 RS-530 to V.3S Personality Module [***] [***]
1252 25870 RS-530 to RS-232 Personality Module [***] [***]
1253 25871 RS232/RS530 DB25 Female-to-Female Gender Changer [***] [***]
1257 25885 V.35 M34 Female-to-Female Gender Changer [***] [***]
1258 25886 RS449 DB37 Female-to-Female Gender Changer [***] [***]
1263F 5-ft DB26M to V.35F (M34) Straight-Thru Cable (for DB26 HSUs) [***] [***]
1263M 5-ft DB36M to V.35M (M34) Straight-Thru Cable (for DB26 HSUs) [***] [***]
1263X 5-ft DB26M to V.3SM (M34) Cross-Over Cable (for DB26 HSUs) [***] [***]
1264F 5-ft DB26M to RS53OF (DB25) Straight-Thru Cable (for DB26 HSUs) [***] [***]
1264M 5-ft DB26M to RS53OM (DB25) Straight-Thru Cable (for DB26 HSUs) [***] [***]
1264X 5-ft DB26M to RS53OM (DB25) Cross-Over Cable (for DB26 HSUs) [***] [***]
1265F 5-ft DB26M to RS449M (DB37) Straight-Thru Cable (for DB26 HSUs) [***] [***]
1265M 5-ft DB26M to RS449M (DB37) Straight-Thru Cable (for DB26 HSUs) [***] [***]
1265X 5-ft DB26M to RS449M (DB37) Cross-Over Cable (for DB26 HSUs) [***] [***]
1268 25-ft DB26M to DB26F Extension Cable (for V.35 operation) [***] [***]
1269 25-ft DB26M to DB26F Extension Cable (for RS53O/RS449 [***] [***]
operation)
1504 25868 X00 Xxxxx with 2 Female 50-Pin Amp/Champ Connectors [***] [***]
Reference Manuals:
1901 IMACS/800 Reference Guide
1902 PremLink Reference Guide
1903 Cable and Equipment Guide
1904 IMACS/600 Reference Guide
NOTE: Cables, accessories, and manuals are not subject to discount.
* Confidential Treatment Requested.
3.
42
U.S.
LIST AT&T
MODEL NO. PEC CODE DESCRIPTION PRICE PRICE
Advanced Replacement Upgrades: [***] [***]
CPU Cards
5001AR 25889 Model 8800 CPU to Model 8804 CPU [***] [***]
6002AR 25890 Model 8800 CPU to Model 8801 CPU [***] [***]
6003AR 25891 Model 8804 CPU to Model 8801 CPU [***] [***]
CPU Cards
9001AR 20111 8800 CPU card firmware upgrade to latest version [***] [***]
9002AR 20112 8801 CPU card firmware upgrade to latest version [***] [***]
9003AR 8804 CPU card firmware upgrade to latest version [***] [***]
Data Cards
8202AR 20104 2-port RS-530/V.35 super-rate data [***] [***]
8212AR 20105 2-port V.35 super-rate data [***] [***]
8213AR 2-port RS-530/RS-366/V.25bis super-rate data [***] [***]
8215AR 20106 4-port RS-530/V.35 super-rate data [***] [***]
8220AR 20107 10-port RS-232C sub-rate data [***] [***]
8224AR 4-port RS-232C sub-rate data [***] [***]
8230AR 20107 8-port subrate FRAD card [***] [***]
8248AR 20108 5-port OCU-DP [***] [***]
8249AR 20109 2-port OCU-DP with error correction [***] [***]
8254AR 20110 4-port DSO-DP/G.703 co/contra directional [***] [***]
Terms and conditions on advanced replacement upgrades:
User must order an advanced replacement upgrade from Premisys.
Advanced replacement board will be sent, with return label for old board.
Old board must be returned freight pre-paid to Premisys within 21 days of receipt of replacement board.
If old board is not received within 21 days, user will be billed for the list price of the board.
Upgraded boards retain the warranty period of the original board.
Factory Upgrades:
CPU Cards
6001FG Model 8800 CPU to Model 8804 CPU [***] [***]
6002FG Model 8800 CPU to Model 8801 CPU [***] [***]
6003FG Model 8804 CPU to Model 8801 CPU [***] [***]
CPU Cards
9001FG CPU card firmware upgrade to latest version [***] [***]
Data Cards:
8202FG 2-port RS-530/V.35 super-rate data [***] [***]
8212FG 2-port V.35 super-rate data [***] [***]
8213FG 2-port RS-530/RS-366/V.25bis super-rate data [***] [***]
8215FG 4-port Rs-530/V.35 super-rate data [***] [***]
8220FG 10-port RS-232C sub-rate data [***] [***]
8224FG 4-port RS-232C sub-rate data [***] [***]
8230FG 8-port subrate FRAD data [***] [***]
8248FG 5-port OCU-DP [***] [***]
8249FG 2-port OCU-DP with error correction [***] [***]
8254FG 4-port DSO-DP/G.703 co/contra directional [***] [***]
Terms and conditions on factory upgrades:
User must obtain an RA number from Premisys before returning board for upgrade.
Board must be sent freight pre-paid to Premisys.
Premisys will return the upgraded board via standard ground freight within 21 days of receipt.
Upgraded boards retain the warranty period of the original board.
Advanced replacement is not included in upgrade price.
* Confidential Treatment Requested
4.
43
U.S.
LIST AT&T
MODEL NO. PEC CODE DESCRIPTION PRICE PRICE
EEPROM Upgrade [***] [***]
CPU Cards
9001EP CPU card firmware upgrade to latest version [***] [***]
Data Cards:
8202EP 2-port RS-530/V.35 super-rate data [***] [***]
8212EP 2-port V.35 super-rate data [***] [***]
8213EP 2-port RS-530/RS-366/V.25bls super-rate data [***] [***]
8215EP 4-port RS-350/V.35 super-rate data [***] [***]
8220EP 10-port RS-232C sub-rate data [***] [***]
8224EP 4-port RS-232C sub-rate data [***] [***]
8230EP 8-port sub-rate FRAD card [***] [***]
8248EP 5-port OCU-DP [***] [***]
8249EP 2-port OCU-DP with error correction [***] [***]
8254EP 4-port DSO-DP/G703 co/contra directional [***] [***]
--------------------------
Terms and conditions on EEPROM upgrades:
A non-discountable handling fee of $750 will be added to each order for EEPROM
upgrades.
EEPROM upgrades are available only to authorized Premisys service
organizations.
Improper installation of EEPROM(s) may void the Premisys warranty.
Upgraded boards retain the warranty period of the original board.
Advanced replacement is not included in upgrade price.
* Confidential Treatment Requested
5.
44
[AT&T PARADYNE LOGO]
AGREEMENT NUMBER LGSC103DS
AMENDMENT NUMBER 3
PAGE 1 OF 1
DATE: 5/24/94
PREMISYS COMMUNICATIONS, INC.
00000 XXXXXXX XX.
XXXXXXX, XXXXXXXXXX 00000
Agreement number LGSC103DS, dated and signed, December 4, 1992, by and between
Premisys Communications Inc. and AT&T Paradyne will be amended as follows:
1.0 Exhibit B, the purchase specification (Specification), AT&T Paradyne part
number 000-0000-0000, revision A, is hereby deleted in its entirety and replaced
with, revision B, attached hereto and made apart hereof.
2.0 All other term and conditions of the above stated Agreement remains
unchanged.
This Amendment shall be effective upon the parties' acceptance of the same, as
signed and dated below.
ACCEPTED: June 20, 1994 ACCEPTED: July 8, 1994
AT&T Paradyne Premisys Communications, Inc.
By: /s/ By: /s/
Title: Title: V.P.
AT&T PARADYNE - PROPRIETARY
USE PURSUANT TO COMPANY INSTRUCTION
AMENDMENT NUMBER 3 - LGSC103DS
1 - 5/24/94
45
[AT&T PARADYNE LOGO]
AGREEMENT NUMBER LGSC103DS
AMENDMENT NUMBER 4
PREMISYS COMMUNICATIONS, INC.
00000 XXXXXXX XX.
XXXXXXX, XXXXXXXXXX 00000
Agreement number LGSC103DS, dated and signed December 4, 1992 by and between
Premisys Communications Inc. and AT&T Paradyne Corporation is hereby amended as
follows. In the event there are conflicts in the terms of this Amendment and the
OEM Agreement, the terms of the Amendment will apply.
1.0 BASE PRICES
1.1 For Product shipped under this amendment, AT&T PDN will pay Base Prices
per attachment "B", which will average an additional [***] off the
current Price List as of January 1, 1995. Such Base Pricing in
Attachment B will be decreased an additional [***] and an additional
[***] in 1997.
1.2 The new Base Prices and discounts will become effective on the date the
contract amendment is signed and will be applied to all unshipped
orders as well as future orders. Discount levels will reflect date of
order receipt. In such cases where special pricing has been agreed upon
between Premisys and AT&T PDN in response to special bids, present or
future, the discount structure will reflect the lower of the special
pricing or the discounts under the terms of this amendment.
1.3 Pricing and discounts under this amendment are warranted by Premisys to
be comparable to or more favorable to AT&T PDN than equivalent prices,
warranties and terms offered by Premysis to any other customer for the
term of this amendment.
2.0 DISCOUNT STRUCTURE
2.1. AT&T PDN will be granted additional price discounts off of the Base
Price according to the discount tables below.
a. Product discounts will depend upon AT&T PDN's shipment volumes and
will include current Products as listed in the then-current
Attachment B and any "new" Products which AT&T PDN might choose to
ship in the future (exclusive of Product(s) which might be
developed through any joint development efforts). Shipments will
be valued at the prices actually paid by AT&T PDN during the same
period.
--------------------------
* Confidential Treatment Requested
AMENDMENT NUMBER 3 - LGSC103DS
USE PURSUANT TO PROPRIETARY DOCUMENT PROCEDURE
1
46
AGREEMENT NUMBER LSC103DS
AMENDMENT NUMBER 4
CALENDAR YEAR 1995
Shipment Volume Discount
($million)
[***] [***]%
[***] [***]%
[***] [***]%
[***] [***]%
CALENDAR YEAR 1996
Shipment Volume Discount
($million)
[***] [***]%
[***] [***]%
[***] [***]%
[***] [***]%
CALENDAR YEAR 1997
Shipment Volume Discount
($million)
[***] [***]%
[***] [***]%
[***] [***]%
[***] [***]%
3.0 ECLIPSE PRODUCT DEVELOPMENT
AT&T PDN within 60 days of execution of this amendment will cease its
current development of the Eclipse Product as defined by the Eclipse
Architecture Specification Draft Issue 1.0, dated October 21, 1994, and
the Eclipse Release One System Requirements Specification Draft Issue
1, dated February 13, 1995. This decision will be represented by an
internal announcement, which will be provided under confidentiality to
Premisys. This does not preclude any future developments from using the
technology and know-how gained from the Eclipse Product development
effort.
4.0 DISTRIBUTION AGREEMENT
4.1 Distribution to AT&T entities - It Is agreed that AT&T PDN will have
sole marketing and sales rights to all AT&T entities. If Premisys knows
or has reason to know that AT&T or any AT&T entity (to include Business
Units, divisions or majority-owned subsidiaries) is
--------------------------
* Confidential Treatment Requested
Amendment Number 3 - LGSC103DS
Use Pursuant to Propriety Document Procedure
2
47
AGREEMENT NUMBER LSC103DS
AMENDMENT NUMBER 4
the end-user customer or is in the distribution chain of any sale by
Premisys' Distributors or OEMs, then Premisys will provide no other
than standard Product support or pricing in support of such sale.
4.2 In the event that AT&T has the ability to enter international markets
based on its local manufacturing capabilities or content and where
Premisys has no current form of distribution, AT&T Paradyne will be
able to request and, upon agreement of mutually agreed to objectives,
be granted an exclusive marketing and sales rights in that country.
Buyer and Seller will establish mutually agreeable performance
objectives for each country in which it is selling Products and will
review at least semi-annually Buyer's sales performance in those
countries. If minimal performance objectives are not being met in any
country, Buyer and Seller will implement mutually agreeable programs to
improve sales performance in those countries. In the event that AT&T
Paradyne does not meet performance objectives agreed upon, such
exclusive marketing rights will be forfeited. Upon forfeiting such
exclusive marketing and sales rights, AT&T PDN will immediately be
granted nonexclusive marketing and sales rights for those same
countries.
4.3 Except for the provisions of this amendment upon execution of this
amendment Premisys will not be limited in any fashion in having
relationships with other companies.
4.4 It is the intent of AT&T PDN to more fully utilize Premisys and their
partners as a distribution vehicle for products developed and/or
bundled with other Premisys Products and Technologies. These
developments may include, but not be limited to CAP and related
Transmission Products, [MU] Law modem Products and other complementary
Network Access Products. This relationship will be developed and
defined under a separate Distribution Agreement.
5.0 JOINT DEVELOPMENT
5.1 AT&T PDN will develop and submit to Premisys a Technology Plan which
will be updated quarterly. The Technology Plan will include AT&T PDN's
plans for integrating technologies and features into the Premisys
Product platform as well as any other plans for joint development
activities. Such planned technologies and features to be integrated
will be reasonably achievable and will be in support of AT&T Paradyne's
then-current Technology Roadmap. Premisys agrees to implement the
Technology Plan of which an implementation schedule will be mutually
agreed upon. Such implementation schedule will reflect commercially
reasonable project start dates and completion dates which will be
incorporated into a documented project plan and the Premisys Master
Release Plan. In the event AT&T PDN wishes to undertake additional
integration or joint development efforts not included in the Technology
plan, AT&T PDN and Premisys will negotiate such projects in good faith.
5.2 The terms of the current joint Development Agreement LGSC104DS, dated
September 30, 1993, and as amended from time to time, will remain in
effect.
Amendment Number 3 - LGSC103DS
Use Pursuant to Propriety Document Procedure
3
48
AGREEMENT NUMBER LSC103DS
AMENDMENT NUMBER 4
6.0 TRAINING AND SUPPORT
Premisys agrees to provide training and support to AT&T Tier 4 Support
group. Such training and support will consist of one Tier 4 training
class as soon as practicable, one Tier four training class by end of
1995, and one Tier 4 class for each major release. Classes will be held
at a location of AT&T PDN's choosing and will include all training
materials. Training and materials will be adequate to ensure that AT&T
PDN has the ability to be self-sustaining in internal training and Tier
4 support.
7.0 GENERAL
7.1 The term of this amendment and OEM Agreement LGSC103DS will, be five
years from the execution of this amendment with an option to extend the
agreement an additional two years at AT&T Paradyne's sole discretion.
Pricing for the fourth and fifth years of this agreement period will be
negotiated in good faith prior to December 31, 1997.
7.2 This terms of this amendment are confidential except for any
disclosures which might be necessary to meet the minimum disclosure
requirements of the SEC.
7.3 Within 30 days of the execution of this amendment, AT&T PDN and
Premisys will issue a mutually agreed-to news release describing its
key elements.
This amendment shall be effective upon the parties' acceptance of the same, as
signed and dated below.
ACCEPTED: March 20, 1995 ACCEPTED: April 1, 1995
AT&T Paradyne Premisys Communications, Inc.
By: /s/ By: /s/
Title: V.P. & GM Access Products Title: CFO
Amendment Number 3 - LGSC103DS
Use Pursuant to Propriety Document Procedure
4
49
[AT&T PARADYNE LOGO]
AGREEMENT NUMBER LGSC103DS
AMENDMENT NUMBER 5
PAGE 1 OF 4
DATE: 03/15/95
PREMISYS COMMUNICATIONS, INC.
00000 XXXXXXX XX.
XXXXXXX, XXXXXXXXXX 00000
Agreement number LGSC103DS dated and signed December 4, 1992, by and between
Premisys Communications Inc. and AT&T Paradyne will be amended as follows:
1.0 Seller agrees to repair free of charge all, defective returned circuit card
assemblies (CCA's), to the latest engineering change order (ECO) of the printed
wiring board (PWB) (minor hardware Enhancements) and the latest Software
Maintenance Release of any Software that may reside on the CCA. Seller further
agrees that if any hardware defect is a class A(x) or any Software defect is a
class one (1) or two (2) severity code a defined in the Specification of this
Agreement and requires a new PWB, the new PWB totally populated to produce the
new CCA shall be provided to Buyer free of charge as replacement for the CCA's
as returned to Seller by Buyer.
For Enhancements to CCA's, Enhancement is further defined as class B(x)
and D defects for hardware and Severity code three (3) and four (4) for
Software, as defined in the Specification, and release to release Software
Enhancements, Seller agrees to upgrade the CCA's to the current shippable
revision, including all Enhancements, to the CCA for the following costs:
SOFTWARE AND MINOR HARDWARE ENHANCEMENTS
User Data Modules [***]
25826 - 8202
25827 - 8212
25895 - 8215
20121 - 8213
25828 - 8220
25829 - 8249
20122 - 845
25833 - 8245
25896 - 8248
25830 - 8401
20123 - 8230
User Voice Modules [***]
25819 - 8108
25821 - 8118
25823 - 8128
25825 - 8138
25894 - 8119
25892 - 8129
25893 - 8139
CPU's [***]
25806 - 8800
25807 - 8801
25888 - 8804
WAN's [***]
25811 - 8000
25812 - 8010
25814 - 811
25887 - 811B
25815 - 812
25813 - 8014
---------------------------
* Confidential Treatment Requested
AT&T PARADYNE - PROPRIETARY
USE PURSUANT TO COMPANY INSTRUCTIONS
AMENDMENT NUMBER 4 - LGSC103DS
3 -03/15/95
50
Server Cards [***]
20124 - 8840A
20125 - 8840B
20126 - 8840C
Common Equipment [***]
25801 - 8901
25802 - 8902
25803 - 8903
25804 - 8904
25816 - 8920
NO TROUBLE FOUND (NTF) [***]
HARDWARE ENHANCEMENT (Applies only where PWB's have under gone an artwork turn.)
User Data Modules [***]
25826 - 8202
25827 - 8212
25895 - 8215
20121 - 8213
25828 - 8220
25829 - 8249
20122 - 845
25883 - 8245
25896 - 8248
25830 - 8401
20123 - 8230
User Voice Modules [***]
25819 - 8108
25821 - 8118
25823 - 8128
25825 - 8138
25894 - 8119
25892 - 8129
25893 - 8139
CPU's
25806 - 8800 [***]
25807 - 8801 [***]
25888 - 8804 [***]
WAN's [***]
25811 - 8000
25812 - 8010
25814 - 811
25887 - 811B
25815 - 812
25813 - 8014
Server Cards [***]
20124 - 8840A
20125 - 8840B
20126 - 8840C
Common [***]
25801 - 8901
25802 - 8902
25803 - 8903
25804 - 8904
25816 - 8920
2.0 All other term and conditions of the above stated Agreement remain
unchanged.
AT&T Paradyne Premisys Communications, Inc.
* Confidential Treatment Requested
By: /s/ By: /s/
Title: V.P. & GM Access Products Title: CFO
Date: 3/20/95 Date: 4/1/95
---------------------------
AT&T PARADYNE - PROPRIETARY
USE PURSUANT TO COMPANY INSTRUCTIONS
AMENDMENT NUMBER 4 - LGSC103DS
3 -03/15/95
51
[AT&T PARADYNE LOGO]
AGREEMENT NUMBER LGSC103DS
AMENDMENT NUMBER 6
PAGE 1 OF 1
DATE: 03/15/95
PREMISYS COMMUNICATIONS, INC.
00000 XXXXXXX XX.
XXXXXXX, XXXXXXXXXX 00000
Agreement number LGSC103DS dated and signed December 4, 1992, by and between
Premisys Communications Inc. and AT&T Paradyne will be amended as follows:
1.0 Exhibit A, IMACS PRICING LIST, dated 03/17/94, is hereby deleted in its
entirety and replaced by a new IMACS PRICING List, Exhibit A, dated
March 06, 1995, attached hereto and made a part hereof.
2.0 All other terms and conditions of the above stated Agreement remain
unchanged.
3.0 This IMACS PRICING LIST, with stated AT&T pricing, will be the basis
for which all dollar volume discounts, as referenced and detailed in
Amendment #4, will, be applied against to calculate new AT&T pricing as
said discounts go into effect.
This amendment for new pricing shall be effective as of March 07, 1995 for all
current orders as of that date.
AT&T PARADYNE PREMISYS COMMUNICATIONS, INC.
By: By:
Title: V.P. & GM Access Products Title: CFO
Date: 3/20/95 Date: 4/1/95
AT&T PARADYNE - PROPRIETARY
USE PURSUANT TO COMPANY INSTRUCTIONS
AMENDMENT NUMBER 4 - LGSC103DS
3 -03/15/95
52
COMPANY CONFIDENTIAL ATTACHMENT B
PREMISYS COMMUNICATIONS, INC.
IMACS PRICING
EFFECTIVE MARCH 6, 1995
U.S. AT&T
MODEL NO. DESCRIPTION LIST PRICE PRICE
Common Equipment: [***] [***]
8901 AC power supply [***] [***]
8902 48V DC power supply [***] [***]
8903 48V DC converter [***] [***]
8904 48V Ringing generator [***] [***]
8907 24V DC power supply** [***] [***]
8916 IMACS/600 universal enclosure with installation kit (cover not included) [***] [***]
8918 IMACS/800 universal enclosure with installation kit [***] [***]
8919 IMACS/900 universal enclosure with installation kit **(2) [***] [***]
8920 8 T1/E1 interface card with 2,400 baud modem - 32Kb NVRAM [***] [***]
8922 8 T1/E1 interface card with 2,400 baud modem - 128Kb NVRAM **(2) [***] [***]
922 2-port external synchronization module for 8922 **(2) [***] [***]
8925 2 T1 interface card without modem [***] [***]
8926 2 T1 interface card with modem **(1) [***] [***]
8927 2 E1 interface card without modem **(1) [***] [***]
CPU Control Cards:
NOTE: Firmware version must be specified for the following CPU control cards.
See IMACS Firmware Options on page 2.
8800 CPU control card with 2 T1/E1 bus-connect (non-redundant) - 256 K [***] [***]
8801 CPU control card with cross-connect (redundant-capable) - 256 K [***] [***]
8802 CPU control card with cross-connect (redundant-capable) - 512 K **(2) [***] [***]
8804 CPU control card with 4 T1/E1 bus-connect (redundant-capable) - 256 K [***] [***]
8805 CPU control card with 4 T1/E1 bus-connect (redundant-capable) - 512 K **(2) [***] [***]
T1/E1 WAN Cards:
8000 Single T1/E1 line interface [***] [***]
8010 Dual T1/E1 line interfaces [***] [***]
8014 Dual T1/E1 line interfaces with 1 x 3 relays [***] [***]
811 DSX/CEPT plug-in module [***] [***]
812 CSU plug-in module [***] [***]
Voice Cards:
8108 8-port, 2-wire E&M/TO [***] [***]
8115 4-port, 4-wire E&M/TO - Extended Range **(1) [***] [***]
8118 8-port, 4-wire E&M/TO [***] [***]
8119 8-port, 4-wire E&M/TO - Extended Range [***] [***]
8124 4-port, 2-wire FXS/FXSDN/PLAR/DPO - 900 Ohm**(1) [***] [***]
8125 4-port, 2-wire FXS/FXSDN/PLAR/DPO - 600 Ohm**(1) [***] [***]
8128 8-port, 2-wire FXS/FXSDN/PLAR/DPO - 900 Ohm [***] [***]
8129 8-port, 2-wire FXS/FXSDN/PLAR/DPO - 600 Ohm [***] [***]
8134 4-port, 2-wire FXO/FXODN/MRD/DPT - 900 Ohm**(1) [***] [***]
8135 4-port, 2-wire FXO/FXODN/MRD/DPT - 600 Ohm**(1) [***] [***]
8138 8-port, 2-wire FXO/FXODN/MRD/DPT - 900 Ohm [***] [***]
8139 8-port, 2-wire FXO/FXODN/MRD/DPT - 600 Ohm [***] [***]
** consult factory for delivery lead times [***] [***]
(1) requires version 3.2 or higher host firmware [***] [***]
(2) requires version 4.0 or higher host firmware [***] [***]
*Confidential Treatment Requested
2.
53
COMPANY CONFIDENTIAL ATTACHMENT B
PREMISYS COMMUNICATIONS, INC.
IMACS PRICING
EFFECTIVE MARCH 6, 1995
U.S. AT&T
MODEL NO. DESCRIPTION LIST PRICE PRICE
Data Cards
8202 2-port RS-530/V.35 super-rate data [***] [***]
8212 2-port V.35 super-rate data [***] [***]
8213 2-port RS-530/RS-366/V.25bis super-rate data [***] [***]
8215 4-port RS-530/V.35 super-rate data [***] [***]
8220 10-port RS-232C sub-rate data [***] [***]
8228 8-port sub-rate B7R IP concentrator card (1) [***] [***]
8230 8-port subrate FRAD card [***] [***]
8248 5-port OCU-DP [***] [***]
8247 5-port OCU-DP (expandable) ** (1) [***] [***]
845 5-port OCU-DP child card [***] [***]
8249 2-port OCU-DP with error correction [***] [***]
8254 4-port DSO-DP/G.703 co/contra directional [***] [***]
8260 8-port 2-wire (2B1Q) ISDN BRI card (1) [***] [***]
8261 8-port 2-wire (2B1Q) ISDN BRI card (2), span power [***] [***]
Server Cards: [***] [***]
8810 Frame relay server (68 ports, 16 MB RAM, with accelerator) ** (2) [***] [***]
8811 Frame relay server (36 ports, 4 MB RAM, no accelerator) ** (2) [***] [***]
8820 IP concentrator (128 ports, 8 MB RAM, no accelerator) ** (2) [***] [***]
8840A ISDN PRI server card - 1 D channel [***] [***]
8840B ISDN PRI server card - 2 D channels [***] [***]
8840C ISDN PRI server card - 8 D channels [***] [***]
8870 ADPCM Server (3) [***] [***]
8880 4 channel inverse mux server with BONDING modes 0 and 1 software ** (1) [***] [***]
Other Cards:
8401 External alarm card [***] [***]
IMACS Firmware Options:
6000-30 Version 3.0 host firmware with Reference Manual [***] [***]
6000-32 Version 3.2 host firmware without TCP/IP/SNMP with Reference Manual [***] [***]
6000-32T Version 3.2 host firmware with TCP/IP/SNMP with Reference Manual [***] [***]
6000-33 Version 3.3 host firmware without TCP/IP/SNMP with Reference Manual ** [***] [***]
6000-33T Version 3.3 host firmware with TCP/IP/SNMP with Reference Manual ** [***] [***]
6000-40 Version 4.0 host firmware without TCP/IP/SNMP with Reference Manual ** (4) [***] [***]
6000-40T Version 4.0 host firmware with TCP/IP/SNMP with Reference Manual ** (4) [***] [***]
** consult factory for delivery lead times
(1) requires version 3.2 or higher host firmware
(2) requires version 4.0 or higher host firmware
(3) requires 8801 Rev B1 CPU when used with 3.X host firmware; requires
8802 or 8805 CPU when used with 4.0 host firmware
(4) requires 8922 interface card and either 8802 or 8805 CPU card
PremLink 2.0 Software:
7100-20 PremLink Version 2.0 - Single CPU license for Sun Solaris 1.x [***] [***]
* Confidential Treatment Requested
3.
54
U.S. AT&T
MODEL NO. DESCRIPTION LIST PRICE PRICE
Cables and Accessories
NOTE: Cables and accessories are not subject to discount.
1106 RJ48 to 2 BNC Adapter (for E1) [***] [***]
1114F 5-ft RJ48M to DB25F Straight-Thru Cable (for SRU) [***] [***]
1114M 5-ft RJ48M to DB25M Straight-Thru Cable (for SRU) [***] [***]
1114X 5-ft RJ48M to DB25M Cross-Over Cable (for SRU) [***] [***]
1114CX 5-ft RJ48M to DB25M External Clock Cable (for SRU) [***] [***]
1118 25-ft RJ48M to RJ48M Silver-Satin Cable (for OCU-DP) [***] [***]
1121 50-Pin to 2 RJ48 Adapter with Test Jacks (for T1) [***] [***]
1181 50-Pin to 8 RJ48 Adapter (for T1) [***] [***]
1201F 15-ft D89 to DB25F Straight Thru [***] [***]
1201M 15-ft DB9 to DB25M Straight Thru [***] [***]
1203F 5-ft DB25M to V.35F Straight-Thru Cable (for V.35 XXX) [***] [***]
1203M 5-ft DB25M to V.35M Straight-Thru Cable (for V.35 XXX) [***] [***]
1203X 5-ft DB25M to V.35M Cross-Over Cable (for V.35 XXX) [***] [***]
1204F 5-ft DB25M to RS530F Straight-Thru Cable (for RS530 XXX) [***] [***]
1204M 5-ft DB25M to RS530M Straight-Thru Cable (for RS530 XXX) [***] [***]
1204X 5-ft DB25M to RS530M Cross-Over Cable (for RS530 XXX) [***] [***]
1206F 5-ft DB15M to DB25F Straight-Thru Cable (for RS366 XXX Ports) [***] [***]
1207 6-ft 3-to-4 50-Pin E&M Cable (All Male Connectors) [***] [***]
1208 6-ft 3-to-1 50-Pin FXS Cable (All Male Connectors) [***] [***]
1209 6-ft 3-to-1 50-Pin TO Cable (All Male Connectors) [***] [***]
1210 5-ft 50-Pin Male to Male Amphenol Cable (for Multiple Uses) [***] [***]
1212F 5-ft DB25M to RS449F Straight-Thru Cable (for RS449 XXX) [***] [***]
1212M 5-ft DB25M to RS449M Straight-Thru Cable (for RS449 XXX) [***] [***]
1212X 5-ft DB25M to RS449M Cross-Over Cable (for RS449 XXX) [***] [***]
1213 5-ft 50-Pin Male Amphenol Cable to 2 RJ-48F Cable (for 8 T1 [***] [***]
Interface Card) [***] [***]
1215M 5-ft RJ48M to DB15M Straight-Thru Cable (for CSU) [***] [***]
1215X 5-ft RJ48M to DB15F Cross-Over Cable (for PBX) [***] [***]
1216F 15-ft RJ48M to DB25F Straight-Thru Cable (for VT100) [***] [***]
1216M 15-ft RJ48M to DB25M Straight-Thru Cable (for VT100) [***] [***]
1217 25-ft RJ11M to RJ11M Cable (for Modem) [***] [***]
1220 25-ft 50-Pin Male to Female Amp/Champ Extension Cable [***] [***]
1221 25-ft DB25M to DB25F Extension Cable (for RS232 operation) [***] [***]
1222 25-ft DB25M to DB25F Extension Cable (for RS530 operation) [***] [***]
1224 25-ft DB25M to DB25F Extension Cable (for V.35 operation) [***] [***]
1230 1-ft RJ48M to RJ48M Shielded Cable (for T1) [***] [***]
1231 25-ft RJ48M to RJ48M Shielded Cable (for T1) [***] [***]
1232 50-ft RJ48M to RJ48M Shielded Cable (for T1) [***] [***]
1233 100-ft RJ48M to RJ48M Shielded Cable (for T1) [***] [***]
1239 Y Adapter for WAN Card Redundancy (Bus Connect Systems) [***] [***]
1240 5-inch DB26M to DB25F RS530 Adapter Cables [***] [***]
* Confidential Treatment Requested
4.
55
U.S. AT&T
MODEL NO. DESCRIPTION LIST PRICE PRICE
Cables and Accessories (continued):
NOTE: Cables and accessories are not subject to discount.
1251 RS-530 to V.35 Personality Module [***] [***]
1252 RS-530 to RS-232 Personality Module [***] [***]
1255 RS232/RS530 DB25 Female-to-Female Gender Changer [***] [***]
1257 V.35 M34 Female-to-Female Gender Changer [***] [***]
1258 RS449 DB37 Female-to-Female Gender Changer [***] [***]
1263F 5-ft DB26M to V.35F (M34) Straight-Thru Cable (for DB26 HSUs) [***] [***]
1263M 5-ft DB26M to V.35M (M34) Straight-Thru Cable (for DB26 HSUs) [***] [***]
1263X 5-ft DB26M to V.35M (M34) Cross-Over Cable (for DB26 HSUs) [***] [***]
1264F 5-ft DB26M to RS530F (DB25) Straight-Thru Cable (for DB26 HSUs) [***] [***]
1264M 5-ft DB26M to RS530M (DB25) Straight-Thru Cable (for DB26 HSUs) [***] [***]
1264X 5-ft DB26M to RS530M (DB25) Cross-Over Cable (for DB26 HSUs) [***] [***]
1265F 5-ft DB26M to RS449M (DB37) Straight-Thru Cable (for DB26 HSUs) [***] [***]
1265M 5-ft DB26M to RS449M (DB37) Straight-Thru Cable (for DB26 HSUs) [***] [***]
1265X 5-ft DB26M to RS449M (DB37) Cross-Over Cable (for DB26 HSUs) [***] [***]
1268 25-ft DB26M to DB28F Extension Cable (for V.35 operation) [***] [***]
1269 25-ft DB26M to DB28F Extension Cable (for RS530/RS449 operation) [***] [***]
1504 M66 Block with 2 Female 50-Pin Amp/Champ Connectors [***] [***]
Reference Manuals:
-----------------
NOTE: Manuals are not subject to discount.
1901 IMACS Reference Guide [***] [***]
1902 PremLink Reference Guide [***] [***]
1903 cable and Equipment Guide [***] [***]
*Confidential Treatment Requested
5.
56
U.S. AT&T
MODEL NO. DESCRIPTION LIST PRICE PRICE
Advanced Replacement Upgrades:
CPU Cards
3001AR Model 8800 CPU to Model 8804 CPU [***] [***]
3002AR Model 8800 CPU to Model 8801 CPU [***] [***]
3003AR Model 8804 CPU to Model 8801 CPU [***] [***]
3100AR Add TCP/IP/SNMP firmware to any CPU card [***] [***]
Advanced Replacement Enhancements:
3010AR Firmware enhancement to any card [***] [***]
3020AR Any other enhancement to any module [***] [***]
Terms and conditions on advanced replacements:
User must order an advanced replacement upgrade from Premisys.
Advanced replacement board will be sent, with return label for old board.
Old board must be returned freight pre-paid to Premisys within 21 days of
receipt of replacement board.
If old board is not received within 21 days, user will be billed for the list
price of the board.
Replaced board retains the warranty period of the original board.
Return-to-Factory Upgrades:
CPU Cards:
3001FG Model 8800 CPU to Model 8804 CPU [***] [***]
3002FG Model 8800 CPU to Model 8801 CPU [***] [***]
3003FG Model 8804 CPU to Model 8801 CPU [***] [***]
3100FG Add TCP/IP/SNMP firmware to any CPU card [***] [***]
Return-to-Factory Enhancements:
3010FG Firmware enhancement to any card [***] [***]
3020FG Any other enhancement to any module [***] [***]
Terms and conditions on return-to-factory enhancements and upgrades:
User must obtain an RA number from Premisys before returning board for upgrade.
Board must be sent freight pre-paid to Premisys.
Premisys will return the upgraded board via 2nd day air freight within 21 days
of receipt.
Upgraded boards retain the warranty period of the original board.
Advanced replacement is not included in upgrade price.
EEPROM Upgrades:
3010EP Firmware upgrade to any CPU card [***] [***]
3020EP Firmware upgrade to any other card [***] [***]
Terms and conditions on EEPROM upgrades:
User is responsible for proper handling of EEPROMS and circuit boards.
Improper handling by user may result in voiding of warranty.
* Confidential Treatment Requested
6.
57
[PARADYNE LOGO]
AGREEMENT NUMBER GSC103DS
AMENDMENT NUMBER 7
PAGE 1 OF 1
DATE 12/02/96
PREMISYS COMMUNICATIONS, INC.
00000 XXXXXXX XXXXX
XXXXXXX, XXXXXXXXXX 00000
Agreement number LGSC103DS dated and signed December 4, 1992, by and between
Premisys Communications Inc. and Paradyne Corporation will be amended as
follows:
1.0 Exhibit A, IMACS PRICING LIST, dated 03/08/95, is hereby deleted in its
entirety and replaced by a new IMACS PRICING List, Exhibit A, dated
11/14/96, attached hereto and made a part hereof.
2.0 This IMACS PRICING LIST, with stated Paradyne Corporation Pricing, will
be the basis for which all dollar volume discounts, as referenced and
detailed in Amendment #4, will be applied against to calculate new
Paradyne pricing as said discounts go into effect.
3.0 The Price of all packages are the sum of the parts unless noted
otherwise in the attached Pricing List.
4.0 All other terms and conditions of the above stated Agreement remain
unchanged.
This amendment for new pricing shall be effective as of January 1, 1996 for all
orders current as of that date.
PARADYNE CORPORATION PREMISYS COMMUNICATIONS, INC.
By: /s/ Xxxxxx Xxx By: /s/
Title: President & COO Title: V.P. Controller
Date: 1/3/97 Date: 1/17/97
PARADYNE CORPORATION - PROPRIETARY
USE PURSUANT TO COMPANY INSTRUCTIONS
AMENDMENT NUMBER 7 - LGSC103DS
1 - 12/02/96
58
Premisys Communications, Inc.
IMACS Pricing
For Paradyne
Prod
number Description ATT Price
----------- ----------- ----------
8901 AC power supply [ ** ]x
8902 -48V DC power supply [ ** ]x
890220 -48V DC power supply - support OOS @ 39V [ ** ]x
8903 -48V DC converter (115 VAC input) [ ** ]x
8905 -48V DC Converter (115 - 240 VAC input) [ ** ]x
8904 -48V Ringing generator [ ** ]x
8906 -48V RINGING GENERATOR [ ** ]x
8907 24V DC power supply [ ** ]x
8916 IMACS/600 universal enclosure [ ** ]x
891620 IMACS/600 UNIVERSAL ENCLOSURE [ ** ]x
8918 IMACS/800 universal enclosure [ ** ]x
891820 IMACS/800 universal enclosure w/ instal
kit, dual feed pwr supply [ ** ]x
8919 IMACS/900 UNIVERSAL ENCLOSURE **(2) [ ** ]x
8920 8 T1/E1 interface card with 2,400 baud
modem - 32 Kb NVRAM [ ** ]x
8923### 8 T1/E1 interface card with 2,400 baud
modem - 128 Kb NVRAM (4) [ ** ]x
892320### 8 T1/E1 interface card with 2,400 baud
modem - 128 Kb NVRAM (4) [ ** ]x
8921 8 T1/E1 interface card w/out modem -
32 Kb NVRAM [ ** ]x
892120 8 T1/E1 interface card without modem -
32 Kb NVRAM [ ** ]x
892220 8 T1/E1 interface card without modem -
128Kb NVRAM with ext sync module for
framed T1/E1 (2) [ ** ]x
892221 8 T1/E1 interface card without modem -
128Kb NVRAM with ext sync module for
unframed T1/E1**(2) [ ** ]x
8925 2 T1 interface card without modem [ ** ]x
8926 2 T1 interface card with modem (1) [ ** ]x
8927 2 E1 interface card without modem(1) [ ** ]x
1183 E1 Distribution Panel (8 E1s) [ ** ]x
1184 Distribution Panel [ ** ]
x indicates agreement on the price
NOTE: items in red italic are New products.
* Confidential Treatment Requested.
24
59
8800 CPU control card with 2 T1/E1 bus-connect
(non-redundant) - 256K [ ** ]x
880020 CPU control card with 2 T1/E1 bus-connect
(non-redundant) - 256K [ ** ]x
8801 CPU control card with 8 T1/E1
cross-connect (redundant-capable) - 256K [ ** ]x
880120 CPU control card with 8 T1/E1
cross-connect (redundant-capable) - 256 K [ ** ]x
8802# CPU control card with 8 T1/E1
cross-connect (redundant-capable) -
512 K (4) [ ** ]x
880220# CPU control card with 8 T1/E1
cross-connect (redundant-capable)-
512 K (4) [ ** ]x
8804 CPU control card with 4 T1/E1
bus-connect (redundant-capable) - 256 K [ ** ]x
880420 CPU control card with 4 T1/E1 bus-connect
(redundant-capable) - 256 K [ ** ]x
60342 Version 3.4.2 host firmware [ ** ]x
60343 Version 3.4.3 host firmware [ ** ]x
60344 Version 3.44 host firmware [ ** ]x
60400 Version 4.0.0 host firmware (5) [ ** ]x
60410 Version 4.1.0 host firmware (5) [ ** ]x
60420 Version 4.2.0 host firmware (5) [ ** ]x
60430 Version 4.3.0 host firmware (5) [ ** ]x
60440 Version 4.4.0 host firmware (5) [ ** ]x
60450 Version 4.5.0 host firmware (5) [ ** ]x
60101 TCP/IP/SNMP host code option [ ** ]x
60102 TR08 host code option [ ** ]x
8000 Single T1/E1 WAN [ ** ]x
800020 Single T1/E1 WAN [ ** ]x
8010 Dual T1/E1 WAN [ ** ]x
801020 Dual T1/E1 WAN [ ** ]x
801120 Universal Dual T1/E1 WAN** [ ** ]x
8014 Dual T1/E1WAN with 1 x 3 relays [ ** ]x
801420 Dual T1/E1WAN with 1 x 3 relays [ ** ]x
811 DSX/CEPT plug-in module [ ** ]x
81120 DSX/CEPT plug-in module [ ** ]x
812 CSU plug-in module [ ** ]x
81220 CSU plug-in module [ ** ]x
82020 1168 kbps HDSL plug-in mod for Uni
WAN 8011 [ ** ]x
8108 8-port, 2-wire E&M [ ** ]x
8115 4-port, 4-wire E&M - Extended
* Confidential Treatment Requested.
25
60
Range (6) [ ** ]x
8119 8-port, 4-wire E&M - Extended Range [ ** ]x
8124 4-port, 2-wire FXS - 900 Ohm (1) [ ** ]x
8125 4-port, 2-wire FXS - 600 Ohm (1) [ ** ]x
8128 8-port, 2-wire FXS - 900 Ohm [ ** ]x
8129 8-port, 2-wire FXS - 600 Ohm [ ** ]x
8134 4-port, 2-wire FXO - 900 Ohm (1) [ ** ]x
8135 4-port, 2-wire FXO - 600 Ohm (1) [ ** ]x
8138 8-port, 2-wire XXX - 000 Xxx [ ** ]x
8139 8-port, 2-wire XXX - 000 Xxx [ ** ]x
8149 6 Port 16 KHz FXS Coin Card - 600 Ohm (2) [ ** ]x
8159 0 Xxxx 00 XXx XXX Xxxx Xxxx - 000 Xxx (2) [ ** ]x
8202 2-port XXX w/ RS-530/V.35 i/f [ ** ]x
8212 2-port XXX w/ V.35 i/f [ ** ]x
8213 2-port XXX w/ RS-530/RS-366/V.25bis i/f [ ** ]x
8215 4-port XXX w/ RS-530/V.35 i/f [ ** ]x
821520 4-port XXX w/ RS-530/V.35 i/f [ ** ]x
8220 10-port SRU w/ RS-232C/V.24 i/f [ ** ]x
8228 8-port sub-rate B7R IP concentrato
card (1) [ ** ]x
8230 8-port subrate FRAD card [ ** ]x
8231 8-port subrate FRAD card (HDLC only) [ ** ]x
8247 5-port OCU-DP (expandable) (6) [ ** ]x
845 5-port OCU-DP child card (6) [ ** ]x
8249 2-port OCU-DP with error correction [ ** ]x
8254 4-port DSO-DP/G.703 co/contra directional [ ** ]x
8260 8-port BRI U i/f card (1) [ ** ]x
826020 8-PORT BRI U I/F CARD (1) [ ** ]x
8261 8-port BRI U i/f card, with sealing
current (1) [ ** ]x
826120 8-PORT BRI U I/F CARD, WITH SEALING
CURRENT (1) [ ** ]x
8811 ACS-68 server (3) [ ** ]x
881120 ACS-68 server (3) [ ** ]x
8813 ACS-68 SERVER WITH EXP-64 MODULE (3) [ ** ]x
881320 ACS-68 server with Exp-64 module (3) [ ** ]x
8871 ADPCM Server [ ** ]x
887120 ADPCM Server [ ** ]x
8880 4 channel inverse mux server with
BONDING modes 0 and 1 software (1) [ ** ]x
8840A ISDN PRI server card - 1 D
* Confidential Treatment Requested.
26
61
channel [ ** ]x
8840B ISDN PRI server card - 2 D channels [ ** ]x
8840C ISDN PRI server card - 8 D channels [ ** ]x
62100 Frame relay server software for AC
card (3) [ ** ]x
8401 External alarm card [ ** ]x
840120 External alarm card [ ** ]x
8402 External alarm card - 3 ports and power
fail alarm [ ** ]x
840220 External alarm card - 3 ports and
power fail alarm [ ** ]x
1500 External Sync Panel [ ** ]x
2001 Blank Card Filler Panel [ ** ]x
Notes
-----
** Consult factory for delivery lead times
# formerly 8801b
## formerly 8805
### formerly 8920b
(1) Requires version 3.2 or higher
(2) Requires version 4.0 or higher
(3) Requires version 4.1 or higher
(4) Required for Host 4.0 of higher
(5) Requires 8923 or 8922 and 8802
(6) Requires Host 3.4.1 or higher
(7) 8811 or higher ACS
Front panel types
Std = standard molded face plate
M/E = metal face plate with ejec
1106 RJ48 to 2 BNC Adapter (for E1) [ ** ]x
1114F 5-ft RJ48M to DB25F Straight-Thru
Cable (for SRU) [ ** ]x
1114M 5-ft RJ48M to DB25M Straight-Thru
Cable (for SRU) [ ** ]x
1114X 5-ft RJ48M to DB25M Cross-Over Cable
(for SRU) [ ** ]x
1114CX 5-ft RJ48M to DB25M External Clock Cable
(for SRU) [ ** ]x
1118 25-ft RJ48M to RJ48M Silver-Satin Cable
(for OCU-DP) [ ** ]x
1121 50-Pin to 2 RJ48 Adapter with Test Jacks
(for T1) [ ** ]x
1181 50-Pin to 8 RJ48 Adapter (for T1) [ ** ]x
1201F 15-ft DB9M to DB25F Straight Thru (for
Interface) [ ** ]x
1201M 15-ft DB9M to DB25M Straight Thru (for
Interface) [ ** ]x
1202F 15-ft DB9F to DB25F Straight Thru
(for Interface) [ ** ]x
1202M 15-ft DB9F to DB25M Straight
* Confidential Treatment Requested.
27
62
Thru (for Interface) [ ** ]x
1203F 5-ft DB25M to V.35F Straight-Thru Cable
(for V.35 XXX) [ ** ]x
1203M 5-ft DB25M to V.35M Straight-Thru Cable
(for V.35 XXX) [ ** ]x
1203X 5-ft DB25M to V.35M Cross-Over Cable
(for V.35 XXX) [ ** ]x
1204F 5-ft DB25M to RS530F Straight-Thru Cable
(for RS530 XXX) [ ** ]x
1204M 5-ft DB25M to RS530M Straight-Thru Cable
(for RS530 XXX) [ ** ]x
1204X 5-ft DB25M to RS530M Cross-Over Cable
(for RS530 XXX) [ ** ]x
1206F 5-ft DB15M to DB25F Straight-Thru Cable
(for RS366 XXX Ports) [ ** ]x
1207 6-ft 3-to-4 50-Pin E&M Cable (All Male
Connectors) [ ** ]x
1208 6-ft 3-to-1 50-Pin FXS Cable (All Male
Connectors) [ ** ]x
1209 6-ft 3-to-1 50-Pin TO Cable (All Male
Connectors) [ ** ]x
1210 5-ft 50-Pin Male to Male Amphenol Cable
(for Multiple Uses) [ ** ]x
1212F 5-ft DB25M to RS449F Straight-Thru Cable
(for RS449 XXX) [ ** ]x
1212M 5-ft DB25M to RS449M Straight-Thru Cable
(for RS449 XXX) [ ** ]x
1212X 5-ft DB25M to RS449M Cross-Over Cable
(for RS449 XXX) [ ** ]x
1213 5-ft 50-Pin Male Amphenol Cable to 2
RJ-48F Cable (for 8 T1 Interface Card) [ ** ]x
1215M 5-ft RJ48M to DB15M Straight-Thru Cable
(for CSU) [ ** ]x
1215X 5-ft RJ48M to DB15F Cross-Over Cable
(for PBX) [ ** ]x
1216F 15-ft RJ48M to DB25F Straight-Thru Cable
(for VT100) [ ** ]x
1216M 15-ft RJ48M to DB25M Straight-Thru
Cable (for VT100) [ ** ]x
1217 25-ft RJ11M to RJ11M Cable (for Modem) [ ** ]x
1220 25-ft 50-Pin Male to Female Amp/Champ
Extension Cable [ ** ]x
1221 25-ft DB25M to DB25F Extension Cable
(for RS232 operation) [ ** ]x
1222 25-ft DB25M to DB25F Extension Cable
(for RS530 operation) [ ** ]x
1224 25-ft DB25M to DB25F Extension Cable
(for V.35 operation) [ ** ]x
1230 1-ft RJ48M to RJ48M Shielded Cable
(for T1) [ ** ]x
* Confidential Treatment Requested
28
63
1231 25-ft RJ48M to RJ48M Shielded
Cable (for T1) [ ** ]x
1232 50-ft RJ48M to RJ48M Shielded Cable
(for T1) [ ** ]x
1233 100-ft RJ48M to RJ48M Shielded Cable
(for T1) [ ** ]x
1239 Y Adapter for WAN Card Redundancy (Bus
Connect Systems) [ ** ]x
1240 5-inch DB26M to DB25F RS530 Adapter Cables[ ** ]x
0000 XX-000 to V.35 Personality Module [ ** ]x
1252 RS-530 to RS-232 Personality Module [ ** ]x
1255 RS232/RS530 DB25 Female-to-Female Gender
Changer [ ** ]x
1257 V.35 M34 Female-to-Female Gender Changer [ ** ]x
1258 RS449 DB37 Female-to-Female Gender
Changer [ ** ]x
1263F 5-ft DB26M to V.35F (M34) Straight-Thru
Cable (for DB26 HSUs) [ ** ]x
1263M 5-ft DB26M to V.35M (M34) Straight-Thru
Cable (for DB26 HSUs) [ ** ]x
1263X 5-ft DB26M to V.35M (M34) Cross-Over
Cable (for DB26 HSUs) [ ** ]x
1264F 5-ft DB26M to RS530F (DB25) Straight-Thru
Cable (for DB26 HSUs) [ ** ]
1264M 5-ft DB26M to RS530M (DB25) Straight-Thru
Cable (for DB26 HSUs) [ ** ]x
1264X 5-ft DB26M to RS530M (DB25) Cross-Over
Cable (for DB26 HSUs) [ ** ]x
1265F 5-ft DB26M to RS449M (DB37) Straight-Thru
Cable (for DB26 HSUs) [ ** ]x
1265M 5-ft DB26M to RS449M (DB37) Straight-Thru
Cable (for DB26 HSUs) [ ** ]x
1265X 5-ft DB26M to RS449M (DB37) Cross-Over
Cable (for DB26 HSUs) [ ** ]x
1268 25-ft DB26M to DB26F Extension Cable
(for V.35 operation) [ ** ]x
1269 25-ft DB26M to DB26F Extension Cable
(for RS530/RS449 operation) [ ** ]x
1504 M66 Block with 2 Female 50-Pin Amp/Champ
Connectors [ ** ]x
* Confidential Treatment Requested.
29
64
1901 IMACS Reference Guide [ ** ]x
1902 EMS Reference Guide [ ** ]x
1903 Cable and Equipment Guide [ ** ]x
1904 TCP/IP Manual [ ** ]x
3001AR Model 8800 CPU to Model 8804 [ ** ]x [**] *Price if old part is not
CPU returned to Premisys
3002AR Model 8800 CPU to Model 8801 [ ** ]x [**] *Price if old part is not
CPU returned to Premisys
3003AR Model 8804 CPU to Model 8801 [ ** ]x [**] *Price if old part is not
CPU returned to Premisys
3100AR Add TCP/IP/SNMP firmware to any CPU card [ ** ]x
3010AR Firmware enhancement to any card [ ** ]x
3020AR Any other enhancement to any module [ ** ]x
Terms and conditions on advance replacements:
User must order advanced replacement product from Premisys
Advanced replacement board will be sent with return label for old
board
Old board must be returned freight pre-paid to Premisys within 21
days of receipt of replacement board
If old board is not received within 21 days, the user will be
billed for the list price of the board
Replaced board retains the warranty period of the original board
3001FG Model 8800 CPU to Model 8804 [ ** ]x [**] *Price if old part is not
CPU returned to Premisys
3002FG Model 8800 CPU to Model 8801 [ ** ]x [**] *Price if old part is not
CPU returned to Premisys
3003FG Model 8804 CPU to Model 8801 [ ** ]x [**] *Price if old part is not
CPU returned to Premisys
3100FG Add TCP/IP/SNMP firmware to any CPU card [ ** ]x
3010FG Firmware enhancement to any card [ ** ]x
3020FG Any other enhancement to any module [ ** ]x
Terms and conditions on return-to-factory enhancements and
upgrades:
User must obtain an RA number from Premisys before returning board
for upgrade.
Board must be sent freight pre-paid to Premisys.
Premisys will return the upgraded board via 2nd day air freight
within 21 days of receipt.
Upgraded boards retain the warranty period of the original board.
Advanced replacement is not included in upgrade price.
3010EP Firmware upgrade to any CPU card [ ** ]x
3020EP Firmware upgrade to any other card [ ** ]x
Terms and conditions on EPROM upgrades:
* Confidential Treatment Requested.
30
65
User is responsible for proper handling of EPROM's and circuit
boards.
Improper handling by user may result in voiding of warranty.
1920 Corporate Brochure [ ** ]x
1921 Corporate Cover Folder [ ** ]x
1922 IMACS Data Sheet [ ** ]x
1923 ATM Data Sheet [ ** ]x
1924 Frame Relay Data Sheet [ ** ]x
1925 ISDN BRX Data Sheet [ ** ]x
1926 Assembly of collateral into folder [ ** ]x
1927 Complete set of collateral (1920, 1921,
1922, 1923, 1924, 1925, 1926) [ ** ]xx
PACKAGE PRICING
The packages listed below are not a sum of the parts and are being included
in this agreement.
All other packages are a sum of the parts and will not be listed
individually on this agreement.
UN 2525-TW1 1 LOW COST TIME WARNER PACKAGE [ ** ]x
GA 8916 1 AAC FRONT LOADING ENCLOSURE [ ** ]
GA 8800 1 BUS CONNECT CPU-NON REDUNDANT [ ** ]
GA 8000 1 SINGLE T1/E1 (WAN) [ ** ]
GA 811 1 DSX/CEPT PLUG IN MODULE [ ** ]
GA 8925 1 2 T1 Interface Card w/o modem [ ** ]
UN 2525-TWA 1 AC POWER PACKAGE FOR TIME WARNER [ ** ]x
GA 8901 1 AC POWER SUPPLY (110/220) [ ** ]
GA 8903 1 INTERNAL AC-DC CONVERTER [ ** ]
GA 8904 1 48V RINGING GENERATOR [ ** ]
UN 2525-TWD 1 DC POWER PACKAGE FOR TIME WARNER [ ** ]x
GA 8902 1 DC POWER SUPPLY (-48) [ ** ]
GA 8904 1 48V RINGING GENERATOR [ ** ]
UN 2525-41U 1 RELEASE 4.1 UPGRADE PACKAGE [ ** ]x
NR 880220/ 1 CPU Xcon 512K RAM w/4.1 FW-Metal [ ** ]
60410
NR 892320 1 128K NV RAM Interface
w/Modem-Metal [ ** ]
GA 61000 1 TCP/IP SNMP SW OPTION [ ** ]
UN 2525-FRU 1 FRAME RELAY UPGRADE PACKAGE [ ** ]x
NR 880220/ 1 CPU Xcon 512K RAM w/4.1 FW-Metal [ ** ]
60410
NR 892320 1 128K NV RAM Interface
w/Modem-Metal [ ** ]
UN 881120/ 1 Frame Relay Server/ACS-68
62100 Server [ ** ]
UN 60101 1 Frame Relay Software [ ** ]
* Confidential Treatment Requested.
31
66
[PARADYNE LOGO]
AGREEMENT NUMBER GSC103DS
AMENDMENT NUMBER 8
PAGE 1 OF 1
DATE 12/02/96
PREMISYS COMMUNICATIONS, INC.
00000 XXXXXXX XXXXX
XXXXXXX, XXXXXXXXXX 00000
Agreement number LGSC103DS dated and signed December 4, 1992, by and between
Premisys Communications Inc. and Paradyne Corporation will be amended as
follows:
1.0 Notwithstanding the provisions of Paragraph 4.1 of Amendment Number 4
of this Agreement, it is agreed that Premisys will be allowed to accept
orders from BCS Division of Lucent Technologies (BCS) for the purpose
of repair and upgrade of Field returns alone and for no other
purpose(s). Premisys may accept such orders directly from BCS and shall
xxxx BCS directly for services provided pursuant to those orders.
2.0 It is further agreed that the pricing charged BCS for such repair and
upgrades shall be the same as that charged to Paradyne under Amendment
Number 5 of this Agreement.
3.0 All other terms and conditions of the above stated Agreement remain
unchanged.
PARADYNE CORPORATION PREMISYS COMMUNICATIONS, INC.
By: /s/ Xxxxxx Xxx By:
Title: President & COO Title: V.P. Controller
Date: 1/3/97 Date: 1/17/97
PARADYNE CORPORATION - PROPRIETARY
USE PURSUANT TO COMPANY INSTRUCTIONS
AMENDMENT NUMBER 7 - LGSC103DS
1 - 12/02/96
67
[PARADYNE LOGO]
AGREEMENT NUMBER GSC103DS
AMENDMENT NUMBER 9
PAGE 1 OF 1
DATE 05/13/97
PREMISYS COMMUNICATIONS, INC.
00000 XXXXXXX XXXXX
XXXXXXX, XXXXXXXXXX 00000
Agreement number LGSC103DS dated and signed December 4, 1992, by and between
Premisys Communications Inc. and Paradyne Corporation will be amended as
follows:
1.0 Exhibit A, IMACS PRICING LIST, dated 11/14/96, is hereby deleted in its
entirety and replaced by a new IMACS PRICING List, Exhibit A, dated
1/1/97 (printed 3/28/97), which shall be attached hereto and made a
part hereof.
2.0 This IMACS PRICING LIST, with stated Paradyne Corporation Pricing, will
be the basis for which all dollar volume discounts, as referenced and
detailed in Amendment #4, will be applied against to calculate new
Paradyne pricing as said discounts go into effect.
3.0 The Price of all packages are the sum of the parts unless noted
otherwise in the attached Pricing List.
4.0 All other terms and conditions of the above stated Agreement remain
unchanged.
This amendment for new pricing shall be effective as of January 1, 1997 for all
orders current as of that date.
PARADYNE CORPORATION PREMISYS COMMUNICATIONS, INC.
By: /s/ Xxxxxx Xxx By: /s/
Title: President & CEO Title: V.P. Controller
Date: 6/27/97 Date: 6/3/97
PARADYNE CORPORATION - PROPRIETARY
USE PURSUANT TO COMPANY INSTRUCTIONS
AMENDMENT NUMBER 9 - LGSC103DS
1 - 5/13/97
68
PREMISYS COMMUNICATION, INC.
IMACS PRICING
FOR PARADYNE
1997
PRODUCT NUMBER DESCRIPTION PRICE
-------------------------------------------------------------------------------
8901 AC power supply [**]
8902 (48V DC power supply) [**]
890220 (48V DC power supply - support OOS @ 39V) [**]
890250 SSTE '-48V DC power supply - support OOS @ 39V [**]
8903 (48V DC converter (115 VAC input)) [**]
8905 (48V DC Converter (115 - 240 VAC input)) [**]
8904 (48V Ringing generator) [**]
8906 (48V Ringing generator) [**]
8907 24V DC power supply [**]
8916 IMACS/600 universal enclosure [**]
891620 IMACS/600 universal enclosure [**]
8918 IMACS/800 universal enclosure [**]
891820 IMACS/800 universal enclosure w/ install kit, dual
feed pwr supply [**]
891822 IMACS/800 universal enclosure w/ install kit, dual
feed pwr supply, NEBS [**]
891850 SSTE IMACS/800 universal enclosure w/ install kit,
dual feed pwr supply [**]
8919 IMACS/900 universal enclosure **(2) [**]
8920 8 T1/E1 interface card with 2,400 baud modem - 32
Kb NVRAM [**]
892020 8 T1/E1 interface card with 2,400 baud modem - 32
Kb NVRAM metal [**]
8923### 8 T1/E1 interface card with 2,400 baud modem - 128
Kb NVRAM (4) [**]
892320### 8 T1/E1 interface card with 2,400 baud modem - 128
Kb NVRAM (4) [**]
8921 8 T1/E1 interface card w/out modem - 32 Kb NVRAM [**]
892120 8 T1/E1 interface card without modem - 32 Kb NVRAM [**]
892220 8 T1/E1 interface card without modem - 128Kb NVRAM
with ext sync module for framed T1/E1 (2) [**]
892250 SSTE 8 T1/E1 interface card without modem - 128Kb
NVRAM with ext sync module for framed T1/E1 (2) [**]
892221 8 T1/E1 interface card without modem - 128Kb NVRAM
with ext sync module for unframed T1/E1**(2) [**]
8925 2 T1 interface card without modem [**]
8926 2 T1 interface card with modem (1) [**]
8927 2 E1 interface card without modem(1) [**]
1183 E1 Distribution Panel (8 E1s) [**]
1184 Distribution Panel [**]
8800 CPU control card with 2 T1/E1 bus-connect (non-
redundant) - 256K [**]
880020 CPU control card with 2 T1/E1 bus-connect (non-
redundant) - 256K [**]
8801 CPU control card with 8 T1/E1 cross-connect
(redundant-capable) - 256 K [**]
880120 CPU control card with 8 T1/E1 cross-connect
(redundant-capable) - 256 K [**]
8802# CPU control card with 8 T1/E1 cross-connect
(redundant-capable) - 512 K (4) [**]
880220# CPU control card with 8 T1/E1 cross-connect
(redundant-capable) - 512 K (4) [**]
880221 CPU control card with 8 T1/E1 cross-connect
(redundant-capable) - 512 K (4) [**]
880250 SSTE CPU control card with 8 T1/E1 cross-connect
(redundant-capable) - 512 K (4) [**]
8804 CPU control card with 4 T1/E1 bus-connect
(redundant-capable) - 256 K [**]
880420 CPU control card with 4 T1/E1 bus-connect
(redundant-capable) - 256 K [**]
60342 Version 3.4.2 host firmware [**]
60343 Version 3.4.3 host firmware [**]
60344 Version 3.44 host firmware [**]
60400 Version 4.0.0 host firmware (5) [**]
60410 Version 4.1.0 host firmware (5) [**]
* Confidential Treatment Requested
Page 1
69
PREMISYS COMMUNICATIONS, INC.
IMACS PRICING
FOR PARADYNE
1997
PRODUCT NUMBER DESCRIPTION PRICE
--------------------------------------------------------------------------------
60420 Version 4.2.0 host firmware (5) [**]
60430 Version 4.3.0 host firmware (5) [**]
60440 Version 4.4.0 host firmware (5) [**]
60450 Version 4.5.0 host firmware (5) [**]
60101 TCP/IP/SNMP host code option [**]
60102 TR08 host code option [**]
00000 XXX Xxxxxxxx [**]
8000 Single T1/E1 WAN [**]
800020 Single T1/E1 WAN [**]
8010 Dual T1/E1 WAN [**]
801020 Dual T1/E1 WAN [**]
801050 SSTE Dual T1/E1 WAN [**]
801120 Universal Dual T1/E1 WAN** [**]
8014 Dual T1/E1WAN with 1 x 3 relays [**]
801420 Dual T1/E1WAN with 1 x 3 relays [**]
811 DSX/CEPT plug-in module [**]
81120 DSX/CEPT plug-in module [**]
81150 SSTE DSX/CEPT plug-in module [**]
812 CSU plug-in module [**]
81220 CSU plug-in module [**]
82020 1168 kbps HDSL plug-in mod for Univ WAN 8011 [**]
8108 8-port, 2-wire E&M [**]
8119 8-port, 4-wire E&M - Extended Range [**]
811920 8-port, 4-wire E&M - Extended Range metal [**]
8128 8-port, 2-wire FXS - 900 Ohm [**]
8129 8-port, 2-wire FXS - 600 Ohm [**]
8138 8-port, 2-wire FXO - 900 Ohm [**]
8139 8-port, 2-wire FXO - 600 Ohm [**]
8149 0 Xxxx 00 XXx XXX Xxxx Xxxx - 000 Xxx (2) [**]
8159 0 Xxxx 00 XXx XXX Xxxx Xxxx - 000 Xxx (2) [**]
8202 2-port XXX w/ RS-530/V.35 i/f [**]
8212 2-port XXX w/ V.35 i/f [**]
8213 2-port XXX w/ RS-530/RS-366/V.25bis i/f [**]
8215 4-port XXX w/ RS-530/V.35 i/f [**]
821520 4-port XXX w/ RS-530/V.35 i/f [**]
821550 SSTE 4-port XXX w/ RS-530/V.35 i/f [**]
8220 10-port SRU w/ RS-232C/V.24 i/f [**]
8228 8-port sub-rate B7R IP concentrator card (1) [**]
8230 8-port subrate FRAD card [**]
8231 8-port subrate FRAD card (HDLC only) [**]
8247 5-port OCU-DP (expandable) (6) [**]
845 5-port OCU-DP child card (6) [**]
8249 2-port OCU-DP with error correction [**]
8254 4-port DSO-DP/G.703 co/contra directional [**]
8260 8-port BRI U i/f card (1) [**]
826020 8-port BRI U i/f card (1) [**]
8261 8-port BRI U i/f card, with sealing current (1) [**]
826120 8-port BRI U i/f card, with sealing current (1) [**]
8811 ACS-68 server (3) [**]
881120 ACS-68 server (3) [**]
8813 ACS-68 server with Exp-64 module (3) [**]
881320 ACS-68 server with Exp-64 module (3) [**]
8871 ADPCM Server [**]
887120 ADPCM Server [**]
8880 4 channel inverse mux server with BONDING modes
0 and 1 software(1) [**]
8840A ISDN PRI server card - 1 D channel [**]
8840B ISDN PRI server card - 2 D channels [**]
8840C ISDN PRI server card - 8 D channels [**]
62100 Frame relay server software for ACS card (3) [**]
8401 External alarm card [**]
840120 External alarm card [**]
8402 External alarm card - 3 ports and power fail alarm [**]
* Confidential Treatment Requested
Page 2
70
PREMISYS COMMUNICATIONS, INC.
IMACS PRICING
FOR PARADYNE
1997
PRODUCT NUMBER DESCRIPTION PRICE
--------------------------------------------------------------------------------
840220 External alarm card - 3 ports and power fail alarm [**]
840250 SSTE External alarm card - 3 ports and power fail
alarm [**]
1500 External Sync Panel [**]
150050 SSTE External Sync Panel [**]
2001 Blank Card Filler Panel [**]
Notes
** Consult factory for delivery lead times [**]
# formerly 8801b [**]
## formerly 8805 [**]
### formerly 8920b [**]
(1) Requires version 3.2 or higher [**]
(2) Requires version 4.0 or higher [**]
(3) Requires version 4.1 or higher [**]
(4) Required for Host 4.0 or higher [**]
(5) Requires 8923 or 8922 and 8802 [**]
(6) Requires Host 3.4.1 or higher [**]
(7) 8811 or higher ACS [**]
Front panel types [**]
Std = standard molded face plate [**]
M/E = metal face plate with ejec [**]
1106 RJ48 to 2 BNC Adapter (for E1) [**]
1114F 5-ft RJ48M to DB25F Straight-Thru Cable (for SRU) [**]
1114M 5-ft RJ48M to DB25M Straight-Thru Cable (for SRU) [**]
1114X 5-ft RJ48M to DB25M Cross-Over Cable (for SRU) [**]
1114CX 5-ft RJ48M to DB25M External Clock Cable (for SRU) [**]
1118 25-ft RJ48M to RJ48M Silver-Satin Cable (for OCU-DP) [**]
1121 50-Pin to 2 RJ48 Adapter with Test Jacks (for T1) [**]
1181 50-Pin to 8 RJ48 Adapter (for T1) [**]
1201F 15-ft DB9M to DB25F Straight Thru (for Interface) [**]
1201M 15-ft DB9M to DB25M Straight Thru (for Interface) [**]
1202F 15-ft DB9F to DB25F Straight Thru (for Interface) [**]
1202M 15-ft DB9F to DB25M Straight Thru (for Interface) [**]
1203F 5-ft DB25M to V.35F Straight-Thru Cable (for V.35
XXX) [**]
1203M 5-ft DB25M to V.35M Straight-Thru Cable (for V.35
XXX) [**]
1203X 5-ft DB25M to V.35M Cross-Over Cable (for V.35 XXX) [**]
1204F 5-ft DB25M to RS530F Straight-Thru Cable (for RS530
XXX) [**]
1204M 5-ft DB25M to RS530M Straight-Thru Cable (for RS530
XXX) [**]
1204X 5-ft DB25M to RS530M Cross-Over Cable (for RS530 XXX) [**]
1206F 5-ft DB15M to DB25F Straight-Thru Cable (for RS366
XXX Ports) [**]
1207 6-ft 3-to-4 50-Pin E&M Cable (All Male Connectors) [**]
1208 6-ft 3-to-1 50-Pin FXS Cable (All Male Connectors) [**]
1209 6-ft 3-to-1 50-Pin TO Cable (All Male Connectors) [**]
1210 5-ft 50-Pin Male to Male Amphenol Cable (for Multiple
Uses) [**]
1212F 5-ft DB25M to RS449F Straight-Thru Cable (for RS449
XXX) [**]
1212M 5-ft DB25M to RS449M Straight-Thru Cable (for RS449
XXX) [**]
1212X 5-ft DB25M to RS449M Cross-Over Cable (for RS449 XXX) [**]
1213 5-ft 50-pin Male Amphenol Cable to 2 RJ-48F Cable
(for 8 T1 interface) [**]
1215M 5-ft RJ48M to DB15M Straight-Thru Cable (for CSU) [**]
1215X 5-ft RJ48M to DB15F Cross-Over Cable (for PBX) [**]
1216F 15-ft RJ48M to DB25F Straight-Thru Cable (for VT100) [**]
1216M 15-ft RJ48M to DB25M Straight-Thru Cable (for VT100) [**]
1217 25-ft RJ11M to RJ11M Cable (for Modem) [**]
1220 25-ft 50-Pin Male to Female Amp/Champ Extension
Cable [**]
1221 25-ft DB25M to DB25F Extension Cable (for RS232
operation) [**]
1222 25-ft DB25M to DB25F Extension Cable (for RS530
operation) [**]
1224 25-ft DB25M to DB25F Extension Cable (for V.35
operation) [**]
1230 1-ft RJ48M to RJ48M Shielded Cable (for T1) [**]
* Confidential Treatment Requested
Page 3
71
PREMISYS COMMUNICATIONS, INC.
IMACS PRICING
FOR PARADYNE
1997
PRODUCT NUMBER DESCRIPTION PRICE
--------------------------------------------------------------------------------
1231 25-ft RJ48M to RJ48M Shielded Cable (for T1) [**]
1232 50-ft RJ48M to RJ48M Shielded Cable (for T1) [**]
1233 100-ft RJ48M to RJ48M Shielded Cable (for T1) [**]
1239 Y Adapter for WAN Card Redundancy (Bus Connect
Systems) [**]
1240 5-inch DB26M to DB25F RS530 Adapter Cables [**]
1251 RS-530 to V.35 Personality Module [**]
1252 RS-530 to RS-232 Personality Module [**]
1255 RS232/RS530 DB25 Female-to-Female Gender Changer [**]
1257 V.35 M34 Female-to-Female Gender Changer [**]
1258 RS449 DB37 Female-to-Female Gender Changer [**]
1261F 5-ft DB25(M) to M34(F) Straight-Thru Cable V.35
cable [**]
1261M 5-ft DB25(M) to M34(M) Straight-Thru Cable V.35
cable [**]
1263F 5-ft DB26M to V.35F (M34) Straight-Thru Cable (for
DB26 HSUs) [**]
1263M 5-ft DB26M to V.35M (M34) Straight-Thru Cable (for
DB26 HSUs) [**]
1263X 5-ft DB26M to V.35M (M34) Cross-Over Cable (for
DB26 HSUs) [**]
1264F 5-ft DB26M to RS530F (DB25) Straight-Thru Cable
(for DB26 HSUs) [**]
1264M 5-ft DB26M to RS530M (DB25) Straight-Thru Cable
(for DB26 HSUs) [**]
1264X 5-ft DB26M to RS530M (DB25) Cross-Over Cable (for
DB26 HSUs) [**]
1265F 5-ft DB26M to RS449M (DB37) Straight-Thru Cable
(for DB26 HSUs) [**]
1265M 5-ft DB26M to RS449M (DB37) Straight-Thru Cable
(for DB26 HSUs) [**]
1265X 5-ft DB26M to RS449M (DB37) Cross-Over Cable (for
DB26 HSUs) [**]
1268 25-ft DB26M to DB26F Extension Cable (for V.35
operation) [**]
1269 25-ft DB26M to DB26F Extension Cable (for RS530/
RS449 operation) [**]
1504 M66 Block with 2 Female 50-Pin Amp/Champ Connectors [**]
1901 IMACS Reference Guide [**]
1902 EMS Reference Guide [**]
1903 Cable and Equipment Guide [**]
1904 TCP/IP Manual [**]
3001AR Model 8800 CPU to Model 8804 CPU [**]
3002AR Model 8800 CPU to Model 8801 CPU [**]
3003AR Model 8804 CPU to Model 8801 CPU [**]
3100AR Add TCP/IP/SNMP firmware to any CPU card [**]
3010AR Firmware enhancement to any card [**]
3020AR Any other enhancement to any module [**]
Terms and conditions on advanced replacements:
User must order an advanced replacement upgrade
from Premisys.
Advanced replacement board will be sent with return
label for old board.
Old board must be returned freight pre-paid to
Premisys within 21 days of receipt of replacement
board.
If old board is not received within 21 days, the user
will be billed for the list price of the board
Replaced board retains the warranty period of the
original board.
3001FG Model 8800 CPU to Model 8804 CPU [**]
3002FG Model 8800 CPU to Model 8801 CPU [**]
3003FG Model 8804 CPU to Model 8801 CPU [**]
3100FG Add TCP/IP/SNMP firmware to any CPU card [**]
3010FG Firmware enhancement to any card [**]
3020FG Any other enhancement to any module [**]
Terms and conditions on return-to factory
enhancements and upgrades.
User must obtain an RA number from Premisys before
returning board for upgrade.
Board must be sent freight pre-paid to Premisys.
Premisys will return the upgraded board via 2nd day air
freight within 21 days of receipt.
Upgraded boards retain the warranty period of the
original board.
Advanced replacement is not included in upgrade price.
* Confidential Treatment Requested
3010EP Firmware upgrade to any CPU card [**]
3020EP Firmware upgrade to any other card [**]
* Confidential Treatment Requested
Page 4
72
PREMISYS COMMUNICATIONS, INC.
IMACS PRICING
FOR PARADYNE
1997
PRODUCT NUMBER DESCRIPTION PRICE
--------------------------------------------------------------------------------
Terms and conditions on EPROM upgrades.
User is responsible for proper handling of EPROM's
and circuit boards.
Improper handling by user may result in voiding of
warranty.
1920 Corporate Brochure [**]
1921 Corporate Cover Folder [**]
1922 IMACS Data Sheet [**]
1923 ATM Data Sheet [**]
1924 Frame Relay Data Sheet [**]
1925 ISDN BRX Data Sheet [**]
1926 Assembly of collateral into folder [**]
1927 Complete set of collateral (1920, 1921, 1922,
1923, 1924, 1925, 1926) [**]
PACKAGE PRICING
The packages listed below are not a sum of the parts and are being included in
this agreement.
All other packages are a sum of the parts and will not be listed individually on
this agreement.
The pricing on these packages is good thru December 31, 1997
2525-TWA AC POWER PACKAGE FOR TIME WARNER [**]
8901 AC POWER SUPPLY (110/220) [**]
8903 INTERNAL AC-DC CONVERTER [**]
8904 48V RINGING GENERATOR [**]
2525-TWD DC POWER PACKAGE FOR TIME WARNER [**]
8902 DC POWER SUPPLY (-48) [**]
8904 48V RINGING GENERATOR [**]
2525-41U RELEASE 4.1 UPGRADE PACKAGE [**]
880220/60410 CPU Xcon 512K RAM w/4.1 FW-Metal [**]
892320 128K NV RAM Interface w/Modem-Metal [**]
60101 TCP/IP SNMP SW OPTION [**]
2525-FRU FRAME RELAY UPGRADE PACKAGE [**]
880220/60410 CPU Xcon 512K RAM w/4.1 FW-Metal [**]
892320 128K NV RAM Interface w/Modem-Metal [**]
881120/62100 Frame Relay Server/ACS-68 Server [**]
60101 TCP/IP SNMP SW OPTION [**]
* Confidential Treatment Requested
Page 5
