BETWEEN AMERICTECH INFORMATION SYSTEMS, INC. AND
1
Confidential Treatment Request
EXHIBIT 10.6
[ ] Material indicated by this xxxx
has been deleted pursuant to a request
for confidential treatment, and has been filed
separately.
9-1-1 SERVICES AGREEMENT
BETWEEN
AMERICTECH INFORMATION SYSTEMS, INC.
AND
SCC COMMUNICATIONS CORPORATION
2
SCC/AMERITECH SERVICES AGREEMENT
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TABLE OF CONTENTS
1. RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. DESCRIPTION OF SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.1. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.2. PROJECT IMPLEMENTATION PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.3. PROJECT MANAGEMENT AND OTHER PERSONNEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.4. TRAINING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.5. NETWORK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.6. SUPPORT SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.7. SYSTEM EFFICIENCY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.8. REGIONAL UNIFORMITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4. JOINT RESPONSIBILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.1. INTERNSHIP EXCHANGE PROGRAM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.2. ELECTRONIC EXCHANGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5. AMERITECH RESPONSIBILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6. TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7. PRICE AND PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
8. PURCHASE OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9. EXCLUSIVITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9.1. AMERITECH'S EXCLUSIVE RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9.2. SCC'S RIGHT OF FIRST REFUSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9.3. EXCLUSIVE DISTRIBUTORSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
10. OWNERSHIP/NO LICENSES GRANTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
11. CONFIDENTIALITY AND NONDISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
11.1. NONDISCLOSURE AND SYSTEM SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
11.2. CONFIDENTIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
12. ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
13. WARRANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
13.1. WARRANTIES, RELATED REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
13.2. SOFTWARE "VIRUSES" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
14. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
14.1. GENERAL INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
14.2. INTELLECTUAL PROPERTY INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
15. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
16. LIABILITY AND LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3
SCC/AMERITECH SERVICES AGREEMENT
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17. ADD-ON ORDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
18. FORCE MAJEURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
19. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
19.1. TERMINATION BY AMERITECH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
19.2. TERMINATION BY SCC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
19.3. CANCELLATION BY AMERITECH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
20. TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
21. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
21.1. INDEPENDENT CONTRACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
21.2 MOST FAVORED CUSTOMER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
21.3. ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
21.4. UNBUNDLING OF SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
21.5. ESCALATION PROCEDURES AND NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
21.6. FAIR MARKET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
21.7. RECORDS AND AUDITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
21.8. EQUAL OPPORTUNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
21.9. COMPANY RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
21.10. ADVERTISING OR PUBLICITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
21.11. NON-WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
21.12. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
21.13. LAWS AND REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
21.14. TIME OF THE ESSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
21.15. REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
21.16. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
21.17. JOINT WORK PRODUCT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
21.18. AUTHORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
22. ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
EXHIBIT A: SCOPE OF WORK
EXHIBIT B: FEES, DISCOUNTS AND PAYMENT SCHEDULE
EXHIBIT C: PURCHASE OPTION
EXHIBIT D: ADD-ON ORDERS
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9-1-1 SERVICES AGREEMENT
THIS AGREEMENT is made as of ___________________, ("Effective Date")
between Ameritech Information Systems, Inc., a corporation having its principal
office at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 ("Ameritech") and
SCC Communications Corporation, having its principal office at 0000 Xxxxxxx
Xxxx, Xxxxxxx, Xxxxxxxx 00000-0000 ("SCC").
1. RECITALS
WHEREAS, this 9-1-1 Services Agreement contains all the terms,
conditions, and understandings between SCC and Ameritech for the establishment
of an Agreement between the parties; and
WHEREAS, Ameritech desires to enter into an Agreement with SCC for the
purpose of procuring 9-1-1 call handling data services (the "9-1-1 Services")
on a per record basis; and
WHEREAS, Ameritech requires the flexibility to acquire the 9-1-1
Services either throughout the entire "Ameritech Region" (as defined below) or
only within certain states therein; and
WHEREAS, Ameritech further requires the flexibility to be able to
acquire software and related services from SCC if such are required by
Ameritech either throughout the entire Ameritech Region or only within certain
states in the Ameritech Region if Ameritech does not outsource the 9-1-1
calling handling data services to SCC through the acquisition of 9-1-1 Services
under this Agreement; and
WHEREAS, SCC desires to enter into the Agreement in order to provide
such services and is qualified to provide 9-1-1 Services;.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, SCC and Ameritech, the "Parties",
agree as follows:
2. DEFINITIONS
The following definitions apply to this Agreement:
A. "9-1-1 Services" means the "Base Services" plus "New
Services", both of which are defined below and further described in Exhibit A
of this Agreement
B. "Add-on Order" means the document, signed by authorized
representatives of both Parties, that adds New Services to this Agreement. The
Add-on Order will specify the applicable fees and payments and other pertinent
information. A sample Add-on Order is set forth in Exhibit D. Article 17,
"Add-on Orders" describes the Add-on Order process.
C. "Ameritech Region" means the five state geographic region of
Illinois, Wisconsin, Michigan, Ohio, and Indiana, including both Ameritech
franchised and non-franchised territories.
D. "Base Record" means the database record which includes the
name, address or address equivalent, and telephone number of subscribers.
E. "Base Services" means the Management Systems (MS) and
Selective Routing (SR)/Automatic Location Identification (ALI) services both of
which are further defined in Exhibit A.
AGREEMENT PAGE 1
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F. "Agreement" shall mean and include this document, completed
and executed by Ameritech and SCC, and all Exhibits attached hereto and
incorporated herein.
G. "New Services" means enhancements to the Base Services that
incorporate significant additional functionality, or which Ameritech's
customers are willing to pay for on a stand-alone basis, or separate
out-of-scope 9-1-1 Services. New Services will be periodically offered to
Ameritech by SCC hereunder, based on additional products SCC develops, and
added to this Agreement via an "Add-on Order" should Ameritech elect to
purchase New Services from SCC. New Services does not include periodic
improvements and updates to the Base Services or adaptations to the Base
Services due to changes in technology or the operating environment that do not
incorporate significant additional functionality.
H. "MSAG" means the Master Street Address Guide.
I. "SIP Interface" means the Service Order Input Process
subsystem which accepts and parses on-line updates from the host service order
system.
J. "Project" means all the work efforts included in the
"Implementation Plan", which plan is set forth in Exhibit A, up through and
including "Acceptance" (described in Article 12). The Project does not include
the ongoing provisioning by SCC of 9-1-1 Services following Acceptance, the
scope of which are described separately in this Agreement and Exhibit A.
K. "Network" means the transport facilities from the tandem
office to the SR/ALI and the SR/ALI to MS as provided by SCC.
3. DESCRIPTION OF SERVICES
3.1. GENERAL
The Parties agree to jointly develop and in good faith negotiate, by September
1, 1994, a detailed Exhibit A, "Scope of Work" (SOW), to replace the SOW
outline presently included as Exhibit A. The SOW will be a complete and
detailed description of all the work SCC will perform for Ameritech hereunder
for the fees specified herein. The SOW will include all those "Parts" listed
on the Table of Contents page of Exhibit A, "Scope of Work". The SOW outline
and content presently set forth in Exhibit A will be followed by the Parties
unless they later mutually agree not to. During the development of the SOW,
both Parties recognize that through the process, and in light of the experience
gained in the process, there may be changes or modifications requested to be
made to this Agreement by either Party. Such requests shall be considered and
negotiated in good faith by both Parties and incorporated, if mutually agreed
to, in writing into this Agreement.
3.2. PROJECT IMPLEMENTATION PLAN
An Implementation Plan shall be mutually developed and agreed to by both
Parties by September 1, 1994 and incorporated into this Agreement as part of
Exhibit A. The fully detailed Implementation Plan shall define the process for
conversion of data handling services to SCC under the terms of this Agreement,
the specific tasks, responsibilities, and performance dates of each party, the
specific services to be provided, and the performance requirements and
objectives for the provisioning of the 9-1-1 Services, and remedies and
consequences for non-performance according to the Performance Metrics to be
contained in Exhibit A. SCC is responsible for demonstrating that the 9-1-1
Services meet the acceptance criteria set forth in Exhibit A, the Scope of
Work.
Exhibit A shall also contain the Ameritech performance requirements and
objectives for the SIP Interface data. If these requirements are not met,
incremental charges as set forth in Exhibit B, "Fees and Payment Schedule", may
be assessed by SCC.
Any changes or modifications of the Scope of Work shall be mutually agreed to
in writing.
AGREEMENT PAGE 2
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3.3. PROJECT MANAGEMENT AND OTHER PERSONNEL
SCC and Ameritech shall each designate an individual, the "Project Manager",
who shall act as the primary interface between the Parties. The Project
Managers shall be responsible for insuring the continuity of communications
between the Parties as the Project proceeds.
SCC will provide office facilities and working space for an Ameritech employee,
the "Database Manager", designated to be on site at SCC's corporate offices in
Boulder, Colorado to assist with the Project. All Database Manager expenses,
except for the associated facilities and administrative costs, shall be paid by
Ameritech. The Ameritech Database Manager shall remain on site as long as it
is mutually determined to be necessary.
On a mutually agreed to periodic basis the Project Managers shall meet in order
for SCC and Ameritech to inform each other of the status of the Project and its
respective tasks and responsibilities. Such meetings shall include each
Party's Project Manager as well as appropriate additional personnel such as
Ameritech's Database Manager, and each Party shall provide a written status
report on the work being performed by it. Alternatively, Ameritech may elect
to forego all or some of such meetings and may direct SCC to provide it with
periodic written reports on the status of the Scope of Work being undertaken by
SCC under this Agreement. The specific Project responsibilities of SCC and
Ameritech are set forth in Exhibit A.
SCC and Ameritech recognize the need to provide and maintain qualified
personnel involved in all aspects of the 9-1-1 Services described in this
Agreement. In order to achieve continued high quality services through its
personnel, SCC shall establish and implement a mutually agreed to plan to
certify its personnel. SCC is responsible for the costs associated with the
certification of its employees.
All requests for additional services, conversion of additional records,
training, enhancements, and New Services shall be coordinated through the
Project Managers and handled in accordance with Article 17, "Add-on Orders".
SCC and Ameritech shall mutually develop, as part of the SOW, a policy
statement describing a Code of Conduct to be endorsed in writing by all SCC
personnel involved in providing 9-1-1 Services under this Agreement.
3.4. TRAINING
Any training required as part of the SOW shall be indicated in the SOW.
In addition to the training set forth in the SOW, from time to time, at
Ameritech's request, SCC shall provide training classes at sites and at times
agreed upon by the Parties. Such additional training classes shall be billed
to Ameritech at SCC's published rates as shown in Exhibit B, Personnel Rates
minus any discounts to which Ameritech is entitled under this Agreement or
otherwise. In addition, Ameritech shall be responsible for all reasonable
expenses incurred by SCC for travel, meals, and lodging in connection with
rendering training services in accordance with this Section. Airplane fares
shall not exceed the coach rates then prevailing, and SCC shall use its best
efforts to plan its travel in advance in order to maximize its use of air
travel discounts. SCC also shall use its best efforts to obtain lodging and
other travel-related discounts. SCC shall provide Ameritech with invoices
detailing any such expenses.
All training provided by SCC shall include written course materials that may be
kept, reproduced, and distributed by Ameritech so that Ameritech can
subsequently train its own personnel, provided that any reproductions of such
materials shall include any copyright or similar proprietary notices contained
in the materials.
Ameritech may cancel a training course scheduled by SCC upon fourteen (14) days
prior written notice to SCC. For cancellations with less than fourteen (14)
days prior written notice, Ameritech shall be liable to SCC for all reasonable
expenses incurred by SCC in preparation for the course that are not otherwise
recoverable by SCC.
AGREEMENT PAGE 3
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3.5. NETWORK
SCC shall design, develop, purchase, own or lease, implement, manage, maintain
and monitor all the Network hardware and software components further defined in
Exhibit A so the Network can be demonstrated to meet the performance
requirements as mutually established in Exhibit A. SCC acknowledges and agrees
that the participation of Ameritech personnel in all phases of the Network
implementation is necessary to the ongoing success of the provision of 9-1-1
Services.
3.6. SUPPORT SERVICES
SCC shall provide "Support Services" as described in Exhibit A to maintain the
Performance Metrics mutually agreed to and contained in Exhibit A.
3.7. SYSTEM EFFICIENCY
SCC is committed to improving and exceeding the standards and requirements of
this Agreement in the provision of 9-1-1 Services. This includes improvements
in the automation procedures, software products, hardware products, personnel
training and qualifications, and all other services. Therefore, performance
and efficiency of the "System" will be maintained and periodically improved by
SCC without charge to Ameritech. Such changes in the provision of Base
Services shall be considered usual and customary and not New Services. The
System is described in Exhibit A.
3.8. REGIONAL UNIFORMITY
The 9-1-1 Services and Support Services shall be provided under regionally
consistent terms and shall not be state- specific unless it is legally mandated
by the state or other legally governing body.
4. JOINT RESPONSIBILITIES
4.1. INTERNSHIP EXCHANGE PROGRAM
Ameritech and SCC agree that the success of this Agreement is dependent upon
the knowledge of the organization and operations of the other Party. To
optimize the provisioning of 9-1-1 Services, the Parties shall develop a
program designed to strengthen the ability to create, acquire, and transfer
knowledge, the "Internship Exchange Program". An individual (the "Intern")
shall be selected from each Party to relocate and participate in the other
Party's organization for a period of time to be mutually determined. During
such time, the Intern shall participate in the organization's positioning,
structure, systems, management practices, culture, mission and strategy. Each
Party shall be responsible for its own costs associated with this program.
4.2. ELECTRONIC EXCHANGE
To the extent possible, and as it becomes available, both Parties will use and
implement automation procedures to facilitate communication, coordination,
maintenance, and management of the 9-1-1 Services.
5. AMERITECH RESPONSIBILITIES
Ameritech's responsibilities are those stated in this Agreement and the
Exhibits hereto. As the mutually agreed to SOW is completed, specific
responsibilities shall be further defined.
AGREEMENT PAGE 4
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6. TERM
Unless earlier terminated or cancelled in accordance with Section 19,
"Termination/Cancellation", the term of this Agreement shall begin upon the
Effective Date as first stated herein and continue for ten (10) years following
expiration of the "Option Period" set forth in Section 8 below. If either
Party terminates this Agreement, or Ameritech cancels this Agreement, according
to the provisions of Section 19, then both Parties agree to participate in the
orderly shutdown and transition of products and services as provided for in
Exhibit A, the De-Implementation Plan. Following this initial ten (10) year
term, the Agreement shall automatically renew for continuous one year terms
unless terminated at the end of a renewal term upon no less than 180 days
advance written notification by the terminating Party.
7. PRICE AND PAYMENT
9-1-1 Service charges shall consist of an initial non-recurring engineering set
up charge ("NRE") followed by monthly invoices for recurring charges based on
per record fees. The NRE charge of [ ] shall be paid upon the date of
execution by Ameritech of this Agreement. All 9-1-1 Service charges, volume
commitments, and regularly scheduled audit procedures are outlined in Exhibit
B. Recurring charges for the 9-1-1 Services provided by SCC shall be on a per
record basis in committed to incremental blocks ("Thresholds") as outlined in
Exhibit B. Invoices for the recurring 9-1-1 Services will be submitted to
Ameritech monthly, on or about the first of the month (for the month being
billed for) and will be paid by Ameritech within 30 days of their receipt.
Other than for mutually agreed to exceptions and the addition of New Services
to expand Base Services, there will be no other initial NRE charges associated
with the addition of records.
The Monthly Base Service Charge per Base Record outlined in Exhibit B is based
on a ten (10) year Agreement term.
Services that are provided on a time-and-materials or other non-fixed-fee basis
shall be billed in arrears, after provision of the services, and Ameritech
shall pay any such charges within thirty (30) days of receipt of an invoice
that describes such charges. SCC's current published rates are shown in
Exhibit B, Personnel Rates, with the applicable discounts Ameritech is entitled
to hereunder.
If services are provided on a time-and-materials basis, SCC shall specify a
not-to-exceed billable amount. Xxxxxxxx for services shall not exceed this
amount without Ameritech's prior written approval.
8. PURCHASE OPTION
For a period commencing upon the Effective Date and continuing for ninety (90)
days after Ameritech's Acceptance of 9-1- 1 Services in Ohio ("Option Period"),
Ameritech shall have the option, at no additional fee, of not buying 9-1-1
Services from SCC and, instead, purchasing software licenses, developed
software and software maintenance services from SCC in accordance with the
prices and other terms and conditions set forth in Exhibit C, the "Purchase
Option" (except that the acquisition timeframes set forth in Exhibit C shall be
modified as appropriate). Ameritech may also purchase equipment from SCC at
prices, and other terms and conditions mutually agreed upon by the Parties at
such time. Notwithstanding anything to the contrary in Exhibit C, or elsewhere
in this Agreement, Ameritech shall have the right to exercise this Purchase
Option on a state-by-state basis or for the entire Ameritech Region. The
state-by-state purchase price during the Option Period will be determined on a
pro-rated basis. If Ameritech elects to exercise its Purchase Option for the
entire Ameritech Region, it shall be entitled to a full credit from SCC of all
unexpended NRE amounts which shall be used, as directed by Ameritech, to credit
subsequent SCC invoices to Ameritech for Ameritech's purchase of said software
licenses, developed software and software maintenance services. If Ameritech
elects to exercise its Purchase Option on a state-by-state basis, it shall be
entitled to a partial refund of the NRE as set forth in Exhibit B, associated
with each particular state the Purchase Option is exercised for, which shall be
used, as directed by Ameritech, to credit subsequent SCC invoices to
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Ameritech for Ameritech's purchase of said software licenses, developed
software and software maintenance services. If Ameritech elects to exercise its
Purchase Option, it shall have no liability for paying SCC any further "Monthly
Base Service Charges per Base Record", as specified in Exhibit B, following the
last date 9-1-1 Services are purchased from SCC.
If the Purchase Option is not exercised, Ameritech may amend this Agreement and
purchase 9-1-1 Services from SCC for the City of Chicago/State of Illinois
9-1-1 project under the terms, conditions set forth in this Agreement.
Tangible and intangible assets (excluding software license rights) may be
transferred to SCC upon mutual agreement based upon the Fair Market Value,
defined below, as of the date of exchange. Software license rights previously
purchased by Ameritech from SCC, and unexpended services already paid for by
Ameritech, shall be repurchased by SCC from Ameritech based upon the Fair
Market Value of such as of the date the City of Chicago/State of Illinois 9-1-1
project is added to this Agreement. Any amounts owing to Ameritech for such
asset transfer and prepaid maintenance fees for unused portions may be credited
against future xxxxxxxx to Ameritech, or refunded to Ameritech, at Ameritech's
option.
9. EXCLUSIVITY
9.1. AMERITECH'S EXCLUSIVE RIGHTS
SCC hereby agrees to grant Ameritech the exclusive right of distribution for
9-1-1 Services for the state(s) in which Amertiech is paying Monthly Base
Service Charges, and SCC further agrees not to distribute services directly in
these states. SCC further agrees to grant to Ameritech non-exclusive rights
for the distribution of 9-1-1 Services world-wide for the term of this
Agreement. If during the term of this Agreement, Ameritech elects to purchase
SCC products per Section 8 or Section 19, exhibit B8 of Exhibit C will be in
effect.
9.2. SCC'S RIGHT OF FIRST REFUSAL
Ameritech hereby grants SCC the right of first refusal as Ameritech's sole
provider of 9-1-1 Services world-wide (with the exception of provision of such
services by Ameritech itself) for the term of this Agreement. SCC shall
provide Ameritech notice in writing of its intent to exercise this right within
a reasonable period, but in no event more than forty-five (45) days of receipt
of notification of an opportunity from Ameritech.
9.3. EXCLUSIVE DISTRIBUTORSHIP
SCC and Ameritech may expand their present business relationship in the future
and amend this Agreement to incorporate the expanded business relationship or
execute a separate agreement as mutually agreed to in writing. to provide for
the exclusive distributorship by Ameritech of all SCC products in the Ameritech
Region.
10. OWNERSHIP/NO LICENSES GRANTED
Nothing in this Agreement shall be construed to grant any ownership or license
to Ameritech, except as provided for in Section 8 above.
Nothing in this Agreement shall be construed to grant to SCC any ownership of
any data provided to it for use in the provision of 9-1-1 Services to
Ameritech.
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11. CONFIDENTIALITY AND NONDISCLOSURE
11.1. NONDISCLOSURE AND SYSTEM SECURITY
SCC and Ameritech acknowledge the importance of maintaining the security and
integrity of the Network and the Ameritech Network (together, the "Networks")
and data of each Party as a result of their access to them. In order to
protect the data and Networks, each Party shall strictly adhere to the
nondisclosure and System security policies in the performance of its own tasks
and the services related to this Agreement. SCC understands and acknowledges
the confidential nature of Ameritech's telephone subscriber information: it
shall not disclose data to which it has access under this Agreement to any
person or entity without the prior written consent of Ameritech, and shall
require each SCC employee to acknowledge in writing the confidential nature of
the data and agree to abide by the terms and conditions of this Section 11.
11.2. CONFIDENTIAL INFORMATION
During the course of this Agreement, either Party may receive or have access to
confidential information of the other. "Confidential Information" means any
information or data disclosed by a Party (the "Disclosing Party") to the other
Party (the "Recipient") under or in contemplation of this Agreement which (i)
if in tangible form or other media that can be converted to readable form is
clearly marked as proprietary, confidential or private when disclosed, or (b)
if oral or visual, is identified as proprietary, confidential or private on
disclosure.
The terms "Disclosing Party" and "Recipient" include each Party's corporate
affiliates that disclose or receive Confidential Information. The rights and
obligations of the Parties shall therefore also inure to such affiliates and
may be directly enforced by or against such affiliates.
The Recipient acknowledges the economic value of the Disclosing Party's
Confidential Information. The Recipient shall:
(i) use the Confidential Information only in connection with the
Recipient's performance of its obligations or exercise of its rights under this
Agreement;
(ii) restrict disclosure of the Confidential Information to employees
of the Recipient and its affiliates with a "need to know" and not disclose it
to any other person or entity without the prior written consent of the
Disclosing Party;
(iii) advise those employees who access the Confidential Information
of their obligations with respect thereto; and
(iv) copy the Confidential Information only as necessary for those
employees who are entitled to receive it, and ensure that all confidentiality
notices are reproduced in full on such copies.
For the purposes of this Agreement only, "employees" includes third parties
retained by the Parties for temporary administrative or clerical or programming
support. A "need to know" means that the employee requires the Confidential
Information to perform his or her responsibilities in connection with this
Agreement.
The obligations of this Section shall not apply to any Confidential Information
which the Recipient can demonstrate:
(i) is or becomes available to the public through no breach of
this or any other agreements;
(ii) was previously known by the Recipient without any obligation
to hold it in confidence;
(iii) is received from a third party free to disclose such
information without restriction;
(iv) is independently developed by the Recipient without the use of
Confidential Information of the Disclosing Party;
(v) is approved for release by written authorization of the
Disclosing Party, but only to the extent of such authorization and without any
disassembly, reverse engineering, or similar undertaking by Recipient;
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(vi) is required by law or regulation to be disclosed, but only to
the extent and for the purposes of such required disclosure, and only if the
Recipient first notifies the Disclosing Party of the order and permits the
Disclosing Party to seek an appropriate protective order; or
(vii) is disclosed in response to a valid order of a court or other
governmental body of the United States or any political subdivisions thereof,
but only to the extent of and for the purposes of such order, and only if the
Recipient first notifies the Disclosing Party of the order and permits the
Disclosing Party to seek an appropriate protective order.
Confidential Information, including permitted copies, shall be deemed the
property of the Disclosing Party. The Recipient shall, within twenty (20) days
of a written request by the Disclosing Party, return all Confidential
Information (or any designated portion thereof), including all copies thereof,
to the Disclosing Party or, if so directed by the Disclosing Party, destroy
such Confidential Information. The Recipient shall also, within ten (10) days
of a written request by the Disclosing Party, certify in writing that it has
satisfied its obligations under this Section.
If the Recipient fails to abide by its obligations under this Section, the
Disclosing Party shall be entitled to immediate injunctive relief, in addition
to any other rights and remedies available to it at law or in equity.
12. ACCEPTANCE
Prior to the phased conversion (per the Project milestone schedule set forth in
Exhibit A) of 9-1-1 Services that will be performed by SCC, SCC shall conduct
the acceptance tests, described in Exhibit A, that reasonably demonstrate that
the 9-1-1 Services will be performed by SCC in accordance with the Performance
Metrics and the Acceptance Test Plan, both of which are also included in
Exhibit A. Ameritech customer specific requirements, that are different than
the Base Services, will be communicated by Ameritech to SCC, with the
Acceptance Test Plan modified accordingly on a customer-by-customer basis. New
Services, if added to this Agreement, shall be similarly tested prior to
Ameritech's acceptance of such in accordance with the New Services acceptance
criteria mutually agreed upon at such time by the Parties. In the event SCC is
unable to demonstrate, within thirty (30) days of commencing the Acceptance
Test Plan, that the 9-1-1 Services will perform in accordance with the
Performance Metrics and that the Acceptance Test Plan criteria have been
successfully met, Ameritech shall have the option of extending the acceptance
testing period or of terminating this Agreement in accordance with Section
19.1. In the event Ameritech elects to terminate this Agreement due to
non-acceptance of the 9-1-1 Services for Ohio, Ameritech shall be entitled to a
full and immediate refund of the NRE.
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13. WARRANTY
13.1. WARRANTIES, RELATED REMEDIES
SCC warrants and represents to Ameritech that: any support and services that
SCC provides to Ameritech under this Agreement shall be provided by personnel
who are trained and skilled in the provision of such services and shall be
provided in a professional, effective and efficient manner that equals or
exceeds the then-current industry standard for such services. SCC further
warrants that the 9-1-1 Services provided hereunder shall equal or exceed the
Performance Metrics criteria set forth in Exhibit A.
EXCEPT AS PROVIDED, INCORPORATED INTO, OR REFERRED TO IN THIS AGREEMENT, THERE
ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE SERVICES
PROVIDED BY SCC HEREUNDER.
13.2. SOFTWARE "VIRUSES"
SCC warrants that it has no knowledge of any existing software viruses. If SCC
becomes aware of any viruses in its products used in the performance of the
9-1-1 Services ordered by Ameritech, it shall so advise Ameritech in writing
immediately. SCC shall be responsible for the consequences of its failure to
notify Ameritech in a timely fashion of a software virus of which SCC has
notice. Upon learning of a virus in its software, SCC shall use its best
efforts to remedy it as soon as possible.
14. INDEMNIFICATION
14.1. GENERAL INDEMNIFICATION
Each Party shall defend, indemnify and hold harmless the other and the other's
corporate affiliates and their officers, directors, employees, and agents and
their successors and assigns against and from any and all losses, damages,
expenses, (including, without limitation, attorneys' fees and costs), claims,
suits and liabilities, whether based in contract or tort (including strict
liability), to the extent that such losses, damages, expenses, demands, claims,
suits and liabilities arise out of or in connection with (a) the indemnifying
Party's negligent or intentional acts or omissions, or those of persons
furnished by it, (b) the failure of the indemnifying Party to fully comply with
the terms and conditions of this Agreement, (c) assertions under Worker's
Compensation or similar laws made by persons furnished by the indemnifying
Party, or (d) the performance or nonperformance of the 9-1-1 Services under
this Agreement by the indemnifying Party. The indemnified Party shall promptly
notify the indemnifying Party of any written claim, loss, or demand for which
the indemnifying Party is responsible under this Section.
14.2. INTELLECTUAL PROPERTY INDEMNIFICATION
SCC shall defend, at its sole cost and expense, any claim or action of any kind
against Ameritech for alleged violation, infringement or misappropriation of
any patent, copyright, trade secret or other intellectual property right based
on the use of SCC products or services under this Agreement. SCC shall have the
right to conduct the defense of any such claim or action and all negotiations
for settlement or compromise, unless otherwise mutually agreed to in writing by
the Parties hereto. However, Ameritech, at its own expense, shall have the
right to participate in the defense of any such suit or proceeding through
counsel of its choosing. SCC shall indemnify and hold harmless Ameritech and
its officers, directors, employees, and agents and their successors and assigns
against and from any and all losses, liabilities, damages, claims, demands and
expenses (including, without limitation, reasonable attorneys' fees) arising
out of or related to any such claim or action.
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If any SCC product used to provide the 9-1-1 Services under this Agreement
becomes involved in any claim or action described above, or is held to
constitute a violation, infringement or misappropriation of a third party's
intellectual property rights and the use thereof is enjoined, then SCC shall,
at SCC's expense and option:
(i) procure the right to continue using said product so that its use
by SCC for Ameritech is lawful;
(ii) modify such product so that its use by SCC for Ameritech is
lawful (provided that such modification does not adversely affect the 9-1-1
Services provided); or
(iii) replace such product, at no charge to Ameritech, with equally
suitable, compatible and functionally equivalent products that lawfully may be
used by SCC for Ameritech.
15. INSURANCE
SCC must maintain: (a) Worker's Compensation insurance as prescribed by the law
of the applicable state, (b) employer's liability insurance with limits of at
least $[ ] each occurrence, (c) commercial general liability insurance
(including contractual liability and products liability coverage) with combined
single limits of at least $[ ] per occurrence for bodily injury and
property damage, and (d) if the use of motor vehicles is required,
comprehensive automobile liability insurance with combined single limits of at
least $[ ] per occurrence for bodily injury and property damage. Neither
SCC nor SCC's insurer(s) shall have a claim, right of action or right of
subrogation against Ameritech based on any loss or liability insured against
under the foregoing insurance. SCC's policy must be endorsed to name Ameritech
Information Systems, Inc. and its corporate affiliates as additional insureds
and state: "Ameritech Information Systems, Inc. is to be notified in writing
at least ten (10) days prior to cancellation of or any material change in this
policy". Also, SCC must furnish certificates evidencing the foregoing
insurance coverage prior to commencement of performance.
If SCC fails to maintain the insurance required by this Section, Ameritech may
procure such insurance. In such event, SCC shall promptly reimburse Ameritech
for any premiums and other charges paid by Ameritech for such coverage.
16. LIABILITY AND LIMITATION OF LIABILITY
SCC shall be responsible for any loss of or damage to property owned or used by
Ameritech caused by the grossly negligent acts or omissions of SCC or its
agents and subcontractors during the course of performing the 9-1-1 Services
rendered under this Agreement.
Neither Party shall require waivers or releases of any personal rights from
representatives of the other in connection with visits to its premises and both
Parties agree that no such releases or waivers shall be pleaded by them or
third persons in any action or proceeding.
EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT,
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL,
CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, WHETHER BASED UPON LOST
GOODWILL, LOST PROFITS, LOSS OF USE OR PERFORMANCE OF ANY PRODUCTS OR SERVICES
OR OTHER PROPERTY, LOSS OR IMPAIRMENT OF DATA OR SOFTWARE, OR OTHERWISE, AND
WHETHER ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, CONTRACT
(INCLUDING THE FURNISHING, PERFORMANCE OR USE OF ANY SOFTWARE OR OTHER
PRODUCTS, MATERIALS OR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT OR THE
PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDERTAKEN IN THIS AGREEMENT),
TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, REGARDLESS
OF WHETHER SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR
IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
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EXCEPT FOR PERSONAL INJURY AND PROPERTY DAMAGE AND FOR ITS INDEMNIFICATION
OBLIGATIONS UNDER THIS AGREEMENT, SCC'S ENTIRE LIABILITY FOR ANY CLAIM
CONCERNING ITS PERFORMANCE IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY
NEGLIGENCE, BREACH OF CONTRACT, WARRANTY OR OTHER CLAIM, SHALL BE LIMITED TO
[ ].
17. ADD-ON ORDERS
Ameritech may request in writing specific modifications or improvements to the
Base Services at any time. SCC shall consider each in good faith and provide
to Ameritech a quotation to include at a minimum the description of the new
service, date of availability, proposed implementation schedule, and initial
charges and/or additional recurring charges, other fees as are reasonably
required. Ameritech and SCC shall negotiate final terms which shall be
attached to this Agreement as a written Add-on Order signed by both parties
before it becomes effective and any associated work shall begin.
18. FORCE MAJEURE
Neither Party shall be liable to the other for any delay or failure to perform
under this Agreement if the delay or failure to perform is without the fault or
negligence of the Party claiming excusable delay and is due to causes beyond
the control of said Party, including, but not limited to: acts of God, war,
acts of the government, fires, floods, epidemics, quarantine restrictions,
strikes, labor disputes (including collective bargaining issues), work
stoppages, and freight embargoes.
19. TERMINATION/CANCELLATION
19.1. TERMINATION BY AMERITECH
This Agreement (including the Purchase Option set forth as Exhibit C) may be
terminated by Ameritech in whole or part for any of the following reasons:
(1) if SCC defaults in its performance of any material obligation
required to be performed by SCC under this Agreement (including, but not
limited to, a failure by SCC to meet the specific acceptance or performance
requirements set forth in Exhibit A, or the warranties set forth in Section
13), and such default is not cured (or, in Ameritech's opinion, satisfactory
progress has not been made) within a thirty (30) day "cure period" following
receipt of Ameritech's written notice which describes the default; or
(2) in the event of any acquisition, or takeover of a controlling
interest in SCC by another entity, or a merger or other consolidation of SCC
into or with another entity, if the other or surviving entity, at Ameritech's
discretion is or could be deemed a competitor of Ameritech, or if the entity in
Ameritech's reasonable discretion is not financially or operationally capable
of assuming the services being provided hereunder; or
(3) if prior to the acceptance of 9-1-1 Services in Ohio Ameritech
is unable to reach appropriate accommodations with its union-represented
employees, on terms that are satisfactory to it, as determined at Ameritech's
sole discretion, in order to be able to undertake the commitments set forth in
this Agreement; or
(4) in the event continued performance under this Agreement would
cause Ameritech to be in violation of any court order or regulatory agency
having jurisdiction, or of any law, statute, ordinance or regulation; or
(5) in the event a mutually acceptable SOW, including all the
"Parts" listed on the Table of Contents of the SOW (Page A-1), is not developed
by September 1, 1994.
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In the event this Agreement is terminated by Ameritech in whole or part for any
of the reasons set forth above in this Section 19.1, SCC agrees, at Ameritech's
option, to sell Ameritech those SCC products and services desired by Ameritech,
under prices and terms consistent with the "Most Favored Customer" provisions
set forth in Section 21.2 below and those included in sections 1 to 41 of
Exhibit C, excluding the exhibits thereto. The exhibits thereto will be
replaced with then current exhibits as mutually agreed upon by the Parties at
that xxxx.Xx the event of an Ameritech termination as described above, SCC
further agrees to ensure an orderly transition of 9-1-1 Services back to
Ameritech, with minimal disruption to Ameritech's customers, in accordance with
the De-Implementation Plan set forth in Exhibit A. SCC agrees to refund
Ameritech all unexpended NRE funds as of the effective termination date. If
Ameritech partially (less than all five states) terminates this Agreement, it
shall be entitled to a partial refund of the NRE as set forth in Exhbit B
associated with each particular state for which this Agreement is terminated.
In the event of an Ameritech termination as described above, Ameritech will
have no payment obligations to SCC beyond the effective termination date and
will not be obligated to pay SCC, and will be entitled to a refund if already
paid, for any 9-1-1 Services, or other services, which fail to meet the
acceptance criteria, Performance Metrics or the warranties set forth in this
Agreement. In the event of a conflict between this Section and Section 12,
Section 12 shall govern.
A termination of this Agreement by Ameritech does not in any way obligate
Ameritech to purchase any other SCC products and services following such
termination. Only an exercise by Ameritech of its "Purchase Option", as
described in Section 8 above, obligates Ameritech to purchase SCC products and
services if 9-1-1 Services are not acquired from SCC hereunder.
Even if any of the above reasons (that allow Ameritech to terminate) may be
isolated to a particular state(s), Ameritech retains its right to terminate the
entire Agreement if it so chooses.
19.2. TERMINATION BY SCC
This Agreement may be terminated by SCC if Ameritech defaults in its
performance of any material obligation required to be performed by Ameritech
under this Agreement (including, but not limited to, a failure by Ameritech to
pay SCC's undisputed invoices for services performed), and such default is not
cured (or, in SCC's opinion, satisfactory progress has not been made) within a
thirty (30) day "cure period" following receipt by Ameritech of SCC's written
notice which describes the default.
19.3. CANCELLATION BY AMERITECH
In the event the regulatory, legal, labor or business conditions, ("business
conditions" being defined as market share, profitability, ability to grow
revenue, and the allocation of internal resources) under which this Agreement
is based upon change so that it would no longer be in Ameritech's best
interests to continue with the full term as stated herein, Ameritech shall have
the ability to cancel this Agreement in its entirety, or on a state-by-state
basis, at any time upon providing SCC prior written notice of its intention to
cancel, and the scope (i.e., # of states) of the cancellation, at least 180
days in advance of the Ameritech designated cancellation date. Exhibit B, Part
3, "Cancellation Fee Schedule", sets forth Ameritech's cancellation fee payment
obligations to SCC in the event of such cancellation. Payment by Ameritech of
the cancellation fee shall be the extent of Ameritech's liability to SCC in the
event of a cancellation hereunder.
In the event this Agreement is cancelled by Ameritech in whole or part in
accordance with this Section 19.3, SCC agrees, at Ameritech's option, to sell
Ameritech those SCC products and services desired by Ameritech, under prices
and terms consistent with the "Most Favored Customer" provisions set forth in
Section 21.2 below and those included in sections 1 to 41of Exhibit C,
excluding the exhibits thereto. The exhibits thereto will be replaced with
then current exhibits as mutually agreed upon by the Parties at that time. In
the event of an Ameritech cancellation, SCC further agrees to ensure an orderly
transition of 9-1-1 Services back to Ameritech, with minimal disruption to
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Ameritech's customers, in accordance with the De-Implementation Plan set forth
in Exhibit A. SCC agrees to refund Ameritech all unexpended NRE funds as of
the effective cancellation date. If Ameritech partially (less than all five
states) cancels this Agreement, it shall be entitled to a partial refund of the
NRE as set forth in Exhibit B associated with each particular state this
Agreement is cancelled for. In the event of an Ameritech cancellation,
Ameritech will have no payment obligations to SCC beyond the effective
cancellation date for that portion of the Agreement cancelled.
A cancellation of this Agreement by Ameritech does not in any way obligate
Ameritech to purchase any other SCC products and services following such
cancellation. Only an exercise by Ameritech of its "Purchase Option", as
described in Section 8 above, obligates Ameritech to purchase SCC products and
services if 9-1-1 Services are not acquired from SCC hereunder.
20. TAXES
The fees and charges under this Agreement do not include any sales, use,
excise, transaction or other similar taxes levied against or upon the
furnishing or receipt of services pursuant to this Agreement. If such taxes
are applicable, they shall be separately stated on the invoice to Ameritech and
Ameritech shall pay them. Ameritech shall have no obligation to pay any taxes
or fees:
(a) that are based upon SCC's net or gross income or gross
receipts;
(b) that are franchise taxes or other taxes based on SCC's
corporate existence or status;
(c) that are personal property taxes on licensed software; and
(d) that are due in whole or in part because of any failure by SCC
or its agents to file any return or information required by law, rule or
regulation.
Ameritech shall reimburse SCC for any penalties or interest actually
levied upon SCC only if Ameritech's acts or omissions solely caused such
interest or penalty to be levied.
21. GENERAL PROVISIONS
21.1. INDEPENDENT CONTRACTORS
The Parties are performing pursuant to this Agreement only as independent
contractors. Each Party has the sole obligation to supervise, manage,
contract, direct, procure, perform, or cause to be performed its obligations
set forth in this Agreement, except as otherwise provided herein or agreed upon
by the Parties. Except as specified in this Agreement, nothing set forth in
this Agreement shall be construed to create the relationship of principal and
agent between SCC and Ameritech. Neither Party shall act or attempt to act or
represent itself, directly or by implication, as an agent of the other Party or
its affiliates or in any manner assume or create, or attempt to assume or
create, any obligations on behalf of, or in the name of the other Party unless
so instructed by the other Party in writing or allowed under this Agreement.
Nothing herein is intended or shall be construed to create any partnership,
agency, or joint venture relationship between the Parties. Neither Party or a
Party's subcontractor, or the employees of any of them, shall be deemed for any
purpose to be employees of the other Party. Each Party shall be solely
responsible for the withholding or payment of all applicable federal, state,
and local personal income taxes, social security taxes, unemployment and
sickness disability insurance, and other payroll taxes with respect to its own
employees.
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21.2. MOST FAVORED CUSTOMER
[
]
21.3. ASSIGNMENT
Except as provided otherwise in this Section, neither Party shall assign,
subcontract, out-source, or otherwise transfer any rights or obligations under
this Agreement without the other Party's prior written consent, which consent
shall not be unreasonably withheld.
Notwithstanding the above, Ameritech may, at no charge and without SCC's prior
written consent, assign its rights and delegate its duties under this
Agreement, either in whole or part, to any Ameritech's Affiliate. For purposes
of this Agreement, "Ameritech Affiliate" shall mean any affiliate of the
Ameritech Corporation, or any company which is greater than fifty percent (50%)
directly or indirectly owned by the Ameritech Corporation. Upon the acceptance
of such rights and the assumption of such duties by the assignee, the assignor
shall be released and discharged, to the extent of the assignment, from all
further duties and liability under this Agreement, except for Ameritech's
obligations under Section 11, entitled "Confidentiality and Nondisclosure".
This Agreement shall be binding upon the Parties' respective successors and
assigns.
21.4. UNBUNDLING OF SERVICES
Both Parties will commit to ensuring the integrity of 9-1-1 Services throughout
the term of this Agreement and will work to minimize the impacts to customers
as telecommunications networks are further disaggregated through unbundling and
the introduction of numerous competitive access providers. The focus of the
Parties shall be on working cooperatively with each other and with all
alternative providers to facilitate the saving of lives and property.
21.5. ESCALATION PROCEDURES AND NOTICES
Any dispute between the Parties under the terms of this Agreement shall attempt
to be resolved first by the Project Managers. It is the understanding of both
Parties that in the event a dispute cannot be resolved by the Project Managers,
then it shall be escalated up the levels of management as shown in Exhibit A.
All notices or other communications required or permitted to be given under
this Agreement shall be in writing (unless otherwise specifically provided
herein) and delivered or addressed as follows:
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If to Ameritech:
Ameritech Information Systems, Inc.
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxx 00X
Xxxxxxx, Xxxxxxxx 00000
Attention: Director - Contracts
If to SCC:
SCC Communications Corporation
0000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: CFO
All notices or other communications shall be deemed effectively given: (i)
when delivered, if personally delivered (except that notices received after
3:00 p.m. local time will be deemed received on the following business day);
(ii) on the date of delivery (or, if refused, the refusal date shown on the
return receipt) if mailed certified or registered mail, return receipt
requested; (iii) four (4) days after mailing if mailed first class; or (iv)
when received by the Party for which notice is intended if given in any other
manner (except that notices received after 3:00 p.m. local time will be deemed
received on the following business day).
21.6. FAIR MARKET VALUE
The price for the purchase of the tangible and intangible assets referred to in
this Agreement shall be the Fair Market Value as agreed upon by Ameritech and
SCC. If Ameritech and SCC are unable to agree upon a price, each shall select
an appraiser knowledgeable in the valuation of those types of assets and the
two appraisers shall attempt to reach agreement on the Fair Market Value. If
the two appraisers are unable to reach agreement, they shall select a third
appraiser who also shall be knowledgeable in the valuation of such assets. The
three appraisers shall then determine the Fair Market Value, but if they are
unable to agree, the Fair Market Value shall be set by the third appraiser.
Each Party shall bear the expense of the appraiser selected by it, and the
Parties shall split the expense of the third appraiser.
21.7. RECORDS AND AUDITS
With five days prior written notice, Ameritech shall have the right to perform
on-site audits and reviews of the Project records used for providing the 9-1-1
Services including the xxxxxxxx of Monthly Base Record charges, the data
protection and security measures, etc.
21.8. EQUAL OPPORTUNITY
To the extent Ameritech is required by law to extend any Equal Opportunity
Employment requirements to suppliers or vendors, and such is required to
include SCC as a provider of 9-1-1 Services, SCC shall comply with all
applicable portions of such requirements and the nondiscrimination compliance
provisions. Ameritech shall inform SCC of such requirements in writing as soon
as it becomes known to Ameritech.
21.9. COMPANY RULES
SCC's employees and agents shall comply with all of Ameritech's, governmental
security, and plant requirements, rules and regulations provided to SCC while
on Ameritech's premises and Ameritech's employees shall comply with all of
SCC's, governmental security, and plan requirements, rules and regulations
provided to Ameritech while on SCC's premises.
AGREEMENT PAGE 15
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21.10 ADVERTISING OR PUBLICITY
SCC shall not disclose, use or refer to this Agreement or any of its terms, or
the names, trademarks or service marks of Ameritech or its Affiliates, in any
advertising, publicity releases or materials distributed to prospective
customers, without the prior written consent of Ameritech.
21.11. NON-WAIVER
No course of dealing or failure of either Party to enforce strictly any term,
right, obligation or provision of this Agreement or to exercise any option
provided hereunder or thereunder shall be construed as a waiver of such
provision.
21.12. GOVERNING LAW
The validity of this Agreement, the construction and enforcement of their
terms, and the interpretation of the rights and duties of the parties shall be
governed by the domestic laws of the State of Illinois.
21.13. LAWS AND REGULATIONS
Each Party shall comply, at its own expense, with all applicable federal,
state, county, and local laws, ordinances, regulations, and codes in the
performance of its obligations under this Agreement (including procurement of
required permits and certificates), including the Fair Labor Standards Act and
the Occupational Safety and Health Act.
21.14 TIME OF THE ESSENCE
Time is of the essence in performance under this Agreement.
21.15. REMEDIES
The rights and remedies provided herein shall be cumulative and, except as
limited herein, in addition to any other remedies available at law or in
equity.
21.16. SEVERABILITY
If any provision of this Agreement shall be held invalid or unenforceable, such
provision shall be deemed deleted from the Agreement and replaced by a valid
and enforceable provision which so far as possible achieves the Parties' intent
in agreeing to the original provision. The remaining provisions of the
Agreement shall continue in full force and effect.
21.17. JOINT WORK PRODUCT
This Agreement is the joint work product of representatives of Ameritech and
SCC; accordingly, in the event of ambiguities, no inferences will be drawn
against either Party, including the Party that drafted the Agreement in its
final form.
21.18. AUTHORITY
Each Party represents to the other that it has full authority to enter into and
secure performance of this Agreement and that the person signing this Agreement
on behalf of the Party has been properly authorized to enter into this
Agreement. Each Party further acknowledges that it has read this Agreement,
understands it, and agrees to be bound by all of its terms, conditions and
provisions.
AGREEMENT PAGE 16
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22. ENTIRE AGREEMENT
This Agreement, when fully executed, together with any exhibits or other
attachments appended hereto, constitutes the entire agreement between the
parties and supersedes all previous agreements, (including the License
Agreement dated March 31, 1994 except to the extent it allows Ameritech to
provide for services to the City of Chicago/State of Illinois), promises and
representations, whether written or oral, between the Parties with respect to
the subject matter hereof. No modification, amendment, supplement to or waiver
of this Agreement or any of its provisions shall be binding upon the Parties
unless made in writing and duly signed by authorized representatives of both
Parties.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representatives.
AMERITECH INFORMATION SYSTEMS, INC. SCC COMMUNICATIONS CORP.
/s/ XXXXXXX X. XXXXX /s/ XXXXXX X. XXXXXXX
----------------------------------- -----------------------------------
Signature Signature
XXXXXXX X. XXXXX
VICE CHAIRMAN XXXXXX X. XXXXXXX/CEO
----------------------------------- -----------------------------------
Printed Name/Title Printed Name/Title
AUGUST 31, 1994 AUGUST 31, 1994
----------------------------------- -----------------------------------
Date Date
AGREEMENT PAGE 17
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EXHIBIT A - SCOPE OF WORK
TABLE OF CONTENTS
Ameritech and SCC will develop a complete mutually agreed to Scope of Work by
September 1, 1994. The Scope of Work will include, but is not limited to the
following:
PART 1 TECHNICAL PROJECT REVIEW----------------------------------------------PAGE A1-2 TO A1-26
A. Description of Services and the System--------------------------------Page A1-2
B. Responsibilities of the Parties---------------------------------------Page A1-4
C. Customer Affecting Requirements--------------------------------------Page A1-15
D. Performance Metrics--------------------------------------------------Page A1-19
E. Data Transfer Interfaces Input/Output--------------------------------Page A1-24
PART 2 DEVELOPMENT OF OPERATION PROCEDURES--------------------------------------------PAGE A2-1
PART 3 DEVELOPMENT OF SUPPORT PLAN (INCLUDING SUPPORT SERVICES)---------------PAGE A3-1 TO A3-8
PART 4 IMPLEMENTATION PLAN---------------------------------------------------PAGE A4-1 TO A4-25
A. Database Conversion Plan---------------------------------------------Page A4-13
B. Network Plan---------------------------------------------------------Page A4-14
C. Training-------------------------------------------------------------Page A4-16
D. Customer Conversion Plan--------------------------------------------Page A17-25
PART 5 IMPLEMENTATION SCHEDULE--------------------------------------------------------PAGE A5-1
A. Initial Conversion
B. Region Conversion by State
PART 6 SERVICE ACCEPTANCE TEST PLAN AND CERTIFICATE--------------------------PAGE A6-1 TO A6-38
PART 7 DE-IMPLEMENTATION PLAN---------------------------------------------------------PAGE A7-1
A. Escrow of SCC Software Source Code
PART 8 DISASTER RECOVERY AND NETWORK SURVIVABILITY PLAN-------------------------------PAGE A8-1
PART 9 CODE OF CONDUCT--------------------------------------------------------PAGE A9-1 TO A9-3
PART 10 INTERNSHIP EXCHANGE PROGRAM------------------------------------------PAGE A10-1 TO A10-3
PART 11 ESCALATION PROCEDURES------------------------------------------------PAGE A11-1 TO A11-4
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EXHIBIT B - FEES, DISCOUNTS, AND PAYMENT SCHEDULE
PART 1: FEES
The price for 9-1-1 Services is made up of two elements: a Non-Recurring
Engineering (NRE) charge, and a per month per Base Record charge for each Base
Record for which SCC provides the Base Service. The NRE is a one time charge
for the establishment of Base Services. Even though the full NRE charge will
be payable to SCC by Ameritech upon full contract signing by the Parties, SCC
and Ameritech acknowledge that the Services associated with the NRE payment
will be performed over several months following contract signing.
Consequently, SCC agrees to provide Ameritech a statement each month showing
the percentage of NRE funds expended for that month and on a cumulative "to-
date" basis. No costs shall be accumulated by SCC against the NRE prior to the
July 1, 1994, and the only costs to be accumulated against the NRE, from July
1, 1994 to the date a mutually acceptable SOW is developed and incorporated
into this Agreement, are those SCC costs associated with developing the SOW
which SCC agrees to properly substantiate. The Monthly Base Service Charge per
Base Record is calculated on a ten (10) year Agreement term.
Non Recurring Engineering ("NRE") Charge [ ]
The NRE breakdown is as follows:
Establishment of Base Services [ ]
Database conversion refundable by state, on a [ ]
pro-rated basis (based on the relative number of
Base Records), under the terms of this Agreement.
Monthly Base Services Charge per Base Record [ ] Per Base
(Ten Year Pricing) -------------- Record per
Month
The above prices and rates are fixed prices valid for ten (10) years following
expiration of the "Option Period" set forth in Section 8.
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EXHIBIT B - FEES, DISCOUNTS, AND PAYMENT SCHEDULE
PART 2: PAYMENT SCHEDULE
[ ] NRE due at contract signing
[ ] Monthly Base Services charge per Base Record due monthly,
applicable at the acceptance date for each Record for the
term of the Agreement, or at threshold levels if
conversions are not complete due to Ameritech's negligence
or delay. This per record per month charge will be
discounted for total Base Records in excess of [ ]
records in accordance with the following table:
- First [ ] Base Records: [ ]/record/month
- For those Records in excess of [ ], but less than
22M Base Records [ ]/record/month
- For those Records in excess of [ ], but less than
[ ] Base Records [ ]/record/month
- For Records in excess of [ ] [ ]/record/month
All Records which Ameritech requests be serviced by SCC
will apply toward the total number of Records for the
purpose of calculating the above discount(s).
III. Thresholds: During the term of this Agreement, Ameritech agrees to
minimum thresholds for provisioning of Base Services as
follows:
THRESHOLD TABLE
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(Est.) January 1, 1995 (Ohio) [ ] Base Records
1st Threshold Acceptance - [ ]
Beginning 1/1/95, or 120 days -----
following acceptance of Scope of
Work, if later
(Est.) July 1, 1995 (Michigan) [ ] Base Records
2nd Threshold Acceptance - [ ]
Beginning 7/1/95, or 180 days -----
following 1st Threshold
acceptance, if later
(Est.) October 1, 1995 (Indiana) [ ] Base Records
3rd Threshold Acceptance - [ ]
Beginning 10/1/95, or 270 days -----
following 1st Threshold
acceptance, if later
(Est.) January 1, 1996 (Illinois) [ ] Base Records
4th Threshold Acceptance - [ ]
Beginning 1/1/96, or 365 days -----
following 1st Threshold
acceptance, if later
(Est.) January 1, 1996 (Wisconsin) [ ]
5th Threshold Acceptance - [ ]
Beginning 1/1/96, or 365 days -----
following 1st Threshold
acceptance, if later
TOTAL [ ] Base Records
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Ameritech will be invoiced at the threshold levels on the dates shown above if
minimum levels have not been met, if the cause of the Records not being ready
for SCC provisioning is due to Ameritech's negligence or delay. Accordingly,
this monthly billing to Ameritech by SCC will be based on the actual number of
Base Records for which Base Services are being provided, or on the "threshold
level" number of records as stated in the above Threshold Table, whichever is
greater. If the Records are not ready at the above threshold dates because of
the fault of SCC, Ameritech also shall receive a credit to be applied against
subsequent SCC invoices in the amount of 1/30 of the monthly charge for the
Records being added at the threshold for each day of delay until the Records
are ready for SCC provisioning.
IV. Regularly Scheduled Audit Procedures
(Procedures will be due as part of the Operations Plan to be completed by
January 1, 1995.)
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EXHIBIT B - Fees and Payment Schedule PAGE B - 3
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SCC/AMERITECH SERVICES AGREEMENT
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EXHIBIT B - FEES, DISCOUNTS AND PAYMENT SCHEDULE
PART 3: CANCELLATION FEE SCHEDULE
AMERITECH CANCELLATION FEES
In the event Ameritech elects to cancel the Agreement in accordance with
Section 19.3, Ameritech shall pay SCC a Cancellation Fee. The Cancellation Fee
shall be calculated, as of the effective cancellation date, as follows:
1) Take the total number of months which SCC has been providing and
billing Ameritech for 9-1-1 Services as of the effective
cancellation date.
2) Multiply the number of months in #1 above by the # of Base
Records serviced and invoiced by SCC each month.
3) Multiply the result in #2 above by the applicable "Cancellation
Rate" as set forth in the following table:
Cancellation Period Cancellation Rate to be Applied
Year 1 (beginning of Month 1 thru end of Month 12) [ ]
Est. 4/1/95-3/31/96
Year 2 (beginning of Month 13 thru end of Month 24) [ ]
Est. 4/1/96 - 3/31/97
Year 3 (beginning of Month 25 thru end of Month 36) [ ]
Est. 4/1/97 - 3/31/98
Year 4 (beginning of Month 37 thru end of Month 48) [ ]
Est. 4/1/98 - 3/31/99
Year 5 (beginning of Month 49 thru end of Month 60) [ ]
Est. 4/1/99 - 3/31/00
Year 6 (beginning of Month 61 thru end of Month 72) [ ]
Est. 4/1/00 - 3/31/01
Year 7 (beginning of Month 73 thru end of Month 84) [ ]
Est. 4/1/01 - 3/31/02
Year 8 (beginning of Month 85 thru end of Month 96) [ ]
Est. 4/1/02 - 3/31/03
Year 9 (beginning of Month 97 thru end of Month 108) [ ]
Est. 4/1/03 - 3/31/04
Year 10 (beginning of Month 109 thru end of Month 120) [ ]
Est. 4/1/04 - 3/31/05
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EXHIBIT B - Fees and Payment Schedule PAGE B - 4
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SCC/AMERITECH SERVICES AGREEMENT
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* Year 1 of the above "Cancellation Period" begins immediately following
expiration of the "Purchase Option" period. Expiration of the Purchase
Option period is scheduled for 4/1/95, based upon having a mutually
acceptable SOW by 9/1/94 and 1/1/95 Ohio 9-1-1 Service implementation
and acceptance date. The Year 1, Year 2, Year 3, etc. periods will be
extended should any of these key milestone dates slip, thus causing the
Purchase Option period expiration date to occur later than expected.
* In the event the Ameritech cancellation is for less than all five (5)
states within the Ameritech Region, the same formula is used, but the
number Base Records serviced and invoiced by SCC each month, only for
the canceled states, applies.
EXAMPLES:
The following examples assume that the planned implementation and acceptance
dates are met, that the actual # of Base Records serviced and billed by SCC
equals the Base Record volume and timing commitments as set forth in the
"Threshold Table" in Part 2 of this Exhibit B and that there is no Base Records
growth. Specifically:
State Acceptance/Service Start # of Records
Ohio 1/1/95 [ ]
Michigan 7/1/95 [ ]
[ ]
Indiana 10/1/95 [ ]
[ ]
Illinois 1/1/96 [ ]
[ ]
Wisconsin 1/1/96 [ ]
[ ]
Example 1:
Ameritech cancels the Agreement in its entirety (all 5 states) with an
effective cancellation date of 9/1/95. Thus, the Year 1 Cancellation Rate
[ ] applies.
1/1/95 - 6/30/95 6 months x [ ]
7/1/95 - 8/31/95 2 months x [ ]
Cancellation Fee = [ ]
Example 2:
Ameritech cancels the Agreement for Indiana and Wisconsin with an effective
cancellation date of 12/1/99. Thus, the Year 5 Cancellation Rate [ ]
applies.
10/1/95 - 12/31/95 3 months x [ ]
1/1/96 - 11/30/99 47 months x [ ]
Cancellation Fee = [ ]
Example 3:
Ameritech cancels the Agreement in its entirety (all 5 states) with an
effective cancellation date of 4/1/01. Thus, the Year 7 Cancellation Rate
[ ] applies.
1/1/95 - 6/30/95 6 months x [ ]
7/1/95 - 9/30/95 3 months x [ ]
10/1/95 - 12/31/95 3 months x [ ]
1/1/96 - 3/31/01 63 months x [ ]
Cancellation Fee = [ ]
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EXHIBIT B - Fees and Payment Schedule PAGE B - 5
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SCC/AMERITECH SERVICES AGREEMENT
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EXHIBIT B - FEES, DISCOUNTS, AND PAYMENT SCHEDULE
PART 4: THRESHOLD ERROR IDENTIFICATION FEES
For data errors identified by SCC which are in excess of 95% of Ameritech's
historical error rate, as measured by Ameritech's actual average for the three
months immediately preceding SCC's 9-1-1 Services implementation, SCC will
assess a "Threshold Error Identification Fee", (TEIF) of [ ] for each data
error identified. The Parties agree that this TEIF is subject to modification
as experience is gained during the implementation phases of this Agreement.
The TEIF will be assessed beginning ninety (90) days after acceptance of each
Threshold.
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EXHIBIT B - Fees and Payment Schedule PAGE B - 6
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SCC/AMERITECH SERVICES AGREEMENT
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EXHIBIT B - FEES, DISCOUNTS AND PAYMENT SCHEDULE
PART 5: PERSONNEL RATES
-----------------------------------------------------------------------------------------------------------
RESOURCE TYPE CONSULTING CONSULTING DISCOUNTED DISCOUNTED
RATE RATE RATE RATE
DAILY HOURLY DAILY HOURLY
-----------------------------------------------------------------------------------------------------------
PRESIDENT, VP [ ] [ ] [ ] [ ]
-----------------------------------------------------------------------------------------------------------
DIRECTOR [ ] [ ] [ ] [ ]
-----------------------------------------------------------------------------------------------------------
PROJECT MANAGER [ ] [ ] [ ] [ ]
-----------------------------------------------------------------------------------------------------------
SR. SOFTWARE ENGINEER [ ] [ ] [ ] [ ]
-----------------------------------------------------------------------------------------------------------
SOFTWARE ENGINEER [ ] [ ] [ ] [ ]
-----------------------------------------------------------------------------------------------------------
APPLICATION ENGINEER [ ] [ ] [ ] [ ]
-----------------------------------------------------------------------------------------------------------
GIS APPLICATION [ ] [ ] [ ] [ ]
ENGINEER
-----------------------------------------------------------------------------------------------------------
GIS TECHNICIAN [ ] [ ] [ ] [ ]
-----------------------------------------------------------------------------------------------------------
TECHNICIAN [ ] [ ] [ ] [ ]
-----------------------------------------------------------------------------------------------------------
TRAINER [ ] [ ] [ ] [ ]
-----------------------------------------------------------------------------------------------------------
CLERK [ ] [ ] [ ] [ ]
-----------------------------------------------------------------------------------------------------------
QA ENGINEER [ ] [ ] [ ] [ ]
-----------------------------------------------------------------------------------------------------------
DOCUMENTATION [ ] [ ] [ ] [ ]
SPECIALIST
-----------------------------------------------------------------------------------------------------------
Under the terms of this Agreement, Ameritech will be charged the Discounted
Rates. These prices are effective as of July, 1994 and are subject to change
on an annual basis, effective January 1st of each year, upon no less than sixty
(60) days prior written notice from SCC to Ameritech.
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EXHIBIT B - Fees and Payment Schedule PAGE B - 7
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SCC/AMERITECH SERVICES AGREEMENT
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EXHIBIT C: PURCHASE OPTION
Exhibit C is attached hereto following this page.
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EXHIBIT C - Purchase Option PAGE C-1
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SCC/AMERITECH SERVICES AGREEMENT
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EXHIBIT D: ADD-ON ORDERS
SCC intends to develop new products and offer new services to Ameritech, which
may, at Ameritech's discretion, be offered as new products to Ameritech
customers and prospects. These New Services will be add-on features or
functions to the Base Services.
The description of the new services, non-recurring and recurring prices, an
implementation plan, and an implementation schedule will be included in any
Add-On Order and attached to this Agreement as an addendum. The Addendum(s)
will also include a mutually agreed to Sales and Marketing Plan to introduce
these new products or services to the Ameritech client base.
These new services include, but are not limited to:
==============================================================================================================
NAME CUSTOMER FUNCTION OR BENEFIT
--------------------------------------------------------------------------------------------------------------
1. Private Switch (PS)/ALI Provides location of phones behind a private switch.
--------------------------------------------------------------------------------------------------------------
2. MAP/ALI Provides X,Y - coordinate based caller identification
--------------------------------------------------------------------------------------------------------------
3. CELL/ALI Provides cell location of a cellular call
--------------------------------------------------------------------------------------------------------------
4. PSAP/ALI Provides ability for PSAP to enter data into a Base Record
--------------------------------------------------------------------------------------------------------------
5. Subscriber/ALI Provides ability for subscriber to enter subscriber specific
data into a Base Record
--------------------------------------------------------------------------------------------------------------
6. Coordinate Based MSAG Build(s) Provides ability to generate x, y coordinates related to street
addresses for application-specific product offerings - e.g. Call
Centers, Commercial Dispatch, etc.
--------------------------------------------------------------------------------------------------------------
7. Net CAD Enables offering of Computer Aided Dispatch (CAD) application
solutions over the network
--------------------------------------------------------------------------------------------------------------
8. NetRMS Provides ability to offer law, fire, and EMS Records Management
and Analysis Services over the Network
--------------------------------------------------------------------------------------------------------------
9. Location Services (Market Specific) Provides generalized geographic caller I.D. and dynamic call
routing
==============================================================================================================
Ameritech may also request the development of other New Services or products to
meet its customer requirements. SCC will work with Ameritech to determine the
viability of these new services and whether or not these new services are
specific to the Ameritech Region or have general customer marketability. These
services will be priced accordingly and added to this 9-1-1 Services Agreement
in the manner of incremental Addendum's as described above.
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EXHIBIT D - Add-on Orders PAGE D - 1
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SCC/AMERITECH SERVICES AGREEMENT
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EXHIBIT D - ADD ON ORDERS
SAMPLE ADD-ON ORDER
NEW SERVICES - PRODUCT NAME:
--------------------------------------------------
PRODUCT DESCRIPTION:
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
IMPLEMENTATION PLAN (Attached to this Add-On Order)
---------------------------------------------------
ANTICIPATED DATE OF SERVICE START:
----------------------------------
NON-RECURRING CHARGES - DESCRIPTION AND AMOUNT:
------------------------------------------------------------------------------
------------------------------------------------------------------------------
RECURRING CHARGES AND EFFECTIVE DATE:
--------------------------------------------------
This Add-On Order shall be included as Addendum #______ to the 9-1-1 Services
Agreement.
AMERITECH INFORMATION SYSTEMS INC. SCC COMMUNICATIONS CORP.
----------------------------------- -----------------------------------
Signature Signature
----------------------------------- -----------------------------------
Printed Name/Title Printed Name/Title
----------------------------------- -----------------------------------
Date Date
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EXHIBIT D - Add-on Orders PAGE D - 2
