EXHIBIT 10.3
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DIGEX Private Network Contract
DIGEX, Inc., a Maryland corporation, with offices at 6800 Xxxxxxxx Xxxxx Road,
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Xxxxxxxxxx, Xxxxxxxx 00000, hereinafter referred as "DIGEX", and WINSTAR
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Communications, Inc, with offices at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, New
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York 10169, hereinafter referred to as "WINSTAR", agree that the following terms
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and conditions shaLl govern the sale and discounting of Products as herein
defined.
1. Definitions.
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1.1 Parties, Party. "Parties" means DIGEX and WINSTAR, collectively. "Party"
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means either DIGEX and WINSTAR.
1.2 Agreement. "Agreement" refers to this contract for Private Network Capacity
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agreed to between WINSTAR and DIGEX.
1.3 Territory. "Territory" is designated as: Continental United States and
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shall include all other locations where DIGEX provides Service during the
term hereof.
1.4 Service(s). The term "Service" or "Services as used herein shall mean one
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or more of the items listed on EXHIBITs "A & B" hereto, as changed from
time to time in accordance with the provisions of this Agreement, and all
future DIGEX products and services (which shall be added to EXHIBIT "B").
1.5 Network Availability. The term is defined as the cumulative time the
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"Network Backbone" (as defined below) is available to process Internet
usage as measured by the HP Open View software package (as defined in
EXHIBIT "A").
1.6 Network Backbone. The term is defined as any network interconnection that
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exists between a DIGEX Internet gateway interconnection or Network Access
Point ("NAP") and any DIGEX interconnection device(s).
2. Appointment.
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2.1 Authorization. DIGEX hereby sells private network capacity to WINSTAR which
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includes nationwide Internet access with which WINSTAR will privately label
and market, distribute, and solicit orders for Services to WINSTAR
Customers (defined as customers of WINSTAR utilizing DIGEX Internet access
Services on a non-exclusive basis) subject to the terms and conditions of
this Agreement.
A. WINSTAR at its option can disclose in its advertisements, materials and
to customers that it is using the services of DIGEX and DIGEX can also
do so, as to WINSTAR but neither Party can use the trademarks, service
marks, etceteras without the prior written consent of the other.
B. DIGEX will grant to WINSTAR roof rights and other access to DIGEX at
DIGEX owned facilities, or leased facilities (If facility is leased,
lease agreement between DIGEX and the leasing party must permit DIGEX
to grant roof rights. In addition, local statutes, regulations and laws
must permit such rights) as WINSTAR requires and WINSTAR will have the
right to place its equipment in DIGEX owned or leased premises for any
purpose relating to this Agreement. WINSTAR employees and consultants
will have access to such premises and equipment.
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2.2 Public Release of Information. No news releases, articles, brochures,
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advertisements, speeches or other informational releases concerning this
Agreement, the terms contained herein, or the relationship of the Parties
shall be made without written approval from the other Party. Both Parties
agree to give four (4) hours advance time for review of any material
submitted for approval. Review shall be completed within four (4)
business hours. To the extent that disclosure is required by legal
obligation to any governmental entity or pursuant to judicial, quasi
judicial and/or government action no consent is required, though notice
shall be given.
2.3 No Authority to Make Agreements. Except as expressly permitted herein,
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neither Party shall have the authority to make any agreement or incur
any liabilty on behalf of the other Party.
2.4 Reserved Rights. DIGEX reserves the right to market the Services in any
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manner and without limitation, provided however that DIGEX will not
knowingly directly market to WINSTAR's Customers. Should this occur DIGEX
will pay to WINSTAR a ten (10%) percent commission on the sale of the
Service(s) sold to such customer(s).
3. Commencement Date And Term.
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3.1 Commencement Date. This Agreement shall be effective, upon execution by
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both Parties.
3.2 Term. The initial term of this Agreement shall be for seventy-two (72)
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months from the commencement date specified herein.
3.3 Renewal. This Agreement shall automatically renew for two additional
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renewal terms, each consisting of three (3) year periods. WINSTAR may
terminate upon written notice no later than sixty (60) days prior to the
end of any term.
4. Reserved.
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5. Commitment.
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5.1 Total Commitment. WINSTAR hereby agrees to purchase from DIGEX Five
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Million ($5,000,000) dollars of Services less any Service Credits at the
Port Acquisition and Revenue Rates received by WINSTAR from DIGEX for
failure to meet Performance Specifications or any other credits or offsets
given to WINSTAR over a seventy-two (72) month period (the "Commitment").
WINSTAR further anticipates that it will purchase an additional Five
Million ($5,000,000) dollars of Services during the initial term of this
Agreement.
5.2 WINSTAR'S satisfaction of the Commitment will vary depending on the Term
remaining as follows:
a. WINSTAR agrees to pay DIGEX the amount of Five Million ($5,000,000)
dollars Commitment within eight (8) business days of the Commencement
Date. This Five Million ($5,000,000) dollars will be applied against
Services sold by WINSTAR to its Customers over the initial seventy-two
month period of the Agreement.
b. WINSTAR shall be invoiced for all Services sold over the Term of the
contract. Invoices shall state the amount of Services sold by WINSTAR
and the remaining credit from the Five Million ($5,000,000) dollar
Commitment amount. Payment of invoices once the Five Million
($5,000,000) dollar Commitment amount has been fully credited, are due
thirty (30) days from date of invoice.
c. DIGEX agrees to a discount rate of twenty (20%) off of Services as
stated on the DIGEX PNC Rate Cards from Zero to Ten Million dollars
($0-$10,000,000) in EXHIBIT "B".
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d. DIGEX agrees to a discount rate of twenty-five (25%) percent off of
Services as stated in the DIGEX PNC Rate Cards from Ten Million and
One dollars and above, ($10,000,001 and above) in EXHIBIT "B".
6. Responsibilities of WINSTAR.
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6.1 WINSTAR agrees to provide DIGEX, monthly, a rolling three month sales
forecast by POP ("POP" is defined as any Point of Presence where DIGEX
connects or is planning a connection to a WINSTAR Customer). This plan
will be submitted by WINSTAR to DIGEX for review. The forecast is due the
first Monday of every month for review and incorporation into the DIGEX
network operations and planning, Point of Presence ("POP") build-out, and
revenue forecast.
6.2 WINSTAR shall not use in its marketing effort any materials or make any
warranties or representations to WINSTAR Customers regarding the Services
from DIGEX that are misleading or inaccurate, or otherwise not in
accordance with DIGEX's specifications, unless approved in advance in
writing by DIGEX.
6.3 WINSTAR will act as a single point of contact for its customer(s) and will
be responsible for all customer premise management, initial service trouble
shooting, marketing, sales and billing issues.
7. Responsibilities of DIGEX.
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DIGEX's responsibilities under this Agreement shall, in addition to any
others contained herein, be as follows:
7.1 Provision of Service. DIGEX will provide the Service for use throughout
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the Territory. The Service will be available following the successful
placement into revenue service of a POP, completion, integration, and
testing of the POP, and receipt by DIGEX of all necessary regulatory
approvals, permits, licenses and certifications for the POP.
7.2 Port Access Records. DIGEX will provide WINSTAR on an agreed upon monthly
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basis with Port Access Records of WINSTAR Customers in reasonable detail
sufficient to enable WINSTAR to xxxx its customers, but in no greater
detail than DIGEX generates for its own billing and record keeping
purposes. DIGEX will provide the Port Access Records to WINSTAR on media
and in a format agreed upon by the Parties. In the event that WINSTAR
requests in writinq that the Port Access Records be tailored to a more
detailed format. DIGEX reserves the right to charge WINSTAR for DIGEX's
additional reasonable out of pocket costs of preparation and delivery,
including but not limited to any hardware/software modifications required
to be made to DIGEX's systems. DIGEX will advise WINSTAR in advance and
obtain WINSTAR's approval in advance, in writing of any such costs prior to
the generation of a new formatted report.
7.3 Deactivation of Services. DIGEX shall, upon receipt of agreed upon notice
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from WINSTAR requesting deactivation of a Service, promptly arrange for
such deactivation, but WINSTAR shall be liable for all charges for port
fees for WINSTAR, activated at WINSTAR's request, until the end of the
business day next succeeding the date on which DIGEX receives agreed upon
notice from WINSTAR to deactivate such Services.
7.4 DIGEX will provide to WINSTAR upon WINSTAR's request product and services
training to WINSTAR as required at a fee of Two Thousand Five Hundred
($2,500) dollars per each full day for training and expenses. DIGEX will
provide to WINSTAR at a reasonable price, the necessary marketing and
technical materials required to effectively market the DIGEX Service
offerings.
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7.5 DIGEX will provide the Services to WINSTAR and hence WINSTAR's Customers
equal to or better than the Services provided to other DIGEX customers.
7.6 DIGEX will provide, install and own the Internet node configuration,
hardware and software including but not limited to nodal routers and
news servers.
7.7 WINSTAR has the right of first refusal to provide to DIGEX all of DIGEX's
local access and/or customer interconnection service requirements, subject
to WINSTAR's rates in the appropriate geographic area being equal to or
better than those provided and offered in writing by MCI Metro, the
Regional Xxxx Operating Companies, Local Exchange Carriers, Competitive
Access Providers, AT&T, and Worldcom for similar provisioning interval,
volume, term, traffic, and access/termination type commitments.
7.8 DIGEX will be responsible for and shall pay the costs associated with
delivering the Services which include the DS3 backhaul costs from the
DIGEX POP to the Internet Network Access Port ("NAP"). This does not
encompass the customer premise equipment or the local access loop between
the customer premise and the DIGEX POP.
7.9 DIGEX agrees to sechedule any downtime maintenance at times which will
minimize WINSTAR Customer interruption. DIGEX will try to notify WINSTAR
thirty (30) days in advance, but in no event less than three (3) days in
advance, of its downtime maintenance schedule, and upon reasonable
request from WINSTAR, DIGEX will re-schedule such maintenance at the
convenience of WINSTAR.
7.10 Performance Specifications: DIGEX agrees to meet the "Performance
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Specifications" (as set forth in EXHIBIT "A") including but not limited
to Tier 2 customer service obligations.
7.11 DIGEX shall not be responsible for the performance, maintenance, or
ongoing support of customer premises equipment or interconnection
services.
7.12 DIGEX will provide to WINSTAR, monthly, a rolling three month DIGEX POP
build-out schedule and a mutually agreed upon capacity measurement by POP.
("POP" is defined as any Point of Presence where DIGEX connects or is
planning a connection). This plan will be submitted by DIGEX to WINSTAR
for review and/or modification. The forecast is due the first Monday of
every month during the Term of this Agreement for review and incorporation
into the WINSTAR network operations and planning, POP build-out, and
revenue forecast.
8. Service Integration.
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8.1 Testing and implementation: The Parties shall within 45 days after the
date of this Agreement, enter into a plan for testing and implementation
of the Service ("Implementation Plan"). The Implementation Plan shall
address, at a minimum, the following:
A. The schedule for implementation of individual Services provided by
DIGEX, e.g., Leased Line, Frame Relay, Fractional, SMDS, FNS,
Servers, and Software products;
B. Testing of the Service, both as to geographic coverage,
transmission quality and integration of the Service with WINSTAR's
other products, services, and facilities;
C. How customer service will be provided to WINSTAR and WINSTAR
Customers;
D. Configuration parameters of the customer premise equipment,
including procedures for commissioning;
E. Procedures for billing of services, subject to the provisions of
this Agreement;
F. Plans and procedures for addressing failure, if any, of the
Services to meet acceptable quality standards;
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G. Procedures for the ordering, installation, and ongoing management
of WINSTAR provided and/or WINSTAR managed access services to
DIGEX as provided for in SECTION "7.7" of this Agreement;
H. Such other procedures, policies, and matters as the Parties may
agree upon in writing.
9. Fraud Prevention.
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9.1 The Services are provided subject to the condition that there will be no
abuse or fraudulent use thereof. Abuse and fraudulent use shall mean the
following or such thinqs as may be agreed upon by both Parties:
A. Obtaining, interrupting, accessing, altering, or destroying, or
attempting to obtain, interrupt, access, alter, or destroy, any
files, programs, information and/or use of the Services of another
DIGEX customer or user by rearranging, tampering with, or making
connection to any facilities of DIGEX by any trick, scheme, false
representation, or through any other fraudulent means or devices;
or
B. Assisting another to perform any of the acts prohibited in
subparagraph of this SECTION "9.1".
9.2 WINSTAR and DIGEX shall cooperate to prevent abuse or fraudulent usage of
the Services, and WINSTAR shall promptly terminate any WINSTAR Customer,
or participation in or access to the Services by its vendors after
receipt of notice from DIGEX of fraudulent use of the Services by
WINSTAR's Customer(s) provided, however that such notice must be
validated by WINSTAR prior to the Customer(s) termination by DIGEX and
any such termination must be in accordance with any applicable laws
and/or governmental regulations.
10. Rates.
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10.1 Rates and charges for the Services Shall be as set forth in EXHIBIT "B",
which is attached to and made a part of this Agreement. Services can be
ordered and/or provisioned either individually (unbundled) or together
(bundled).
10.2 Most Favored Nation Clause: DIGEX will assure WINSTAR of the status of a
"Most Favored Nation". (as defined below) for existing Services and new
Services maintained or ordered during the Term of the Agreement. "Most
Favored Nation" is defined as the understanding between the Parties that
the prices, contractual and business benefits offered by DIGEX to WINSTAR
shall be equal to or better than the prices, business and contractual
benefits provided to other DIGEX customers. In the event that DIGEX shall
fail in this regard as determined by the "Audit") set forth in SECTION
"10.3" below, DIGEX shall credit WINSTAR the required difference for the
period of time WINSTAR did not receive Most Favored Nation status and
provide WINSTAR the pricing, contractual, and business benefits not
received.
l0.3 The Audit. Not more than once annually, and upon not less than: thirty
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(30) business days written notice to the other Party, WINSTAR shall have
the right to engage a certified public accounting firm or such other
assistance, other than the assistance of a direct competitor, as it deems
desirable to conduct an audit of all books and records of DIGEX directly
related to the status of WINSTAR as a Most Favored Nation hereunder.
WINSTAR may cause any person or firm retained for this purpose to execute
a non-disclosure agreement in favor of the other Party. Such audit shall
be conducted during regular business hours at the office of the audited
Party where such books and records are regularly maintained and shall be
paid for by the requesting Party, provided however that if there is a
material discrepancy (more than 10%) the audited party shall pay
reasonable fees.
10.4 Twenty (20%) Percent Discount for WINSTAR: For the Commitment, DIGEX
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agrees to provide to WINSTAR at all times at least a twenty (20%)
discount for Services to WINSTAR
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below what DIGEX provides in its to its own retail customers. Further,
DIGEX agrees to provide pricing to WINSTAR such that the DIGEX whole sale
prices will always remain at least thirty-five (35%) percent below the
list retail rates of standalone Internet Leased Line Services for Tier
one (1) Internet service providers to include UUNET, PSINET," Netcom,
AT&T/BBN Planet, MCI, and SprintNet.
10.5 The rates shown in EXHIBIT "B" are based on the Commitment. If WINSTAR
exceeds the Commitment, WINSTAR shall have the opportunity to re-
negotiate all or part of this agreement including terms and rates as set
forth herein.
11. Billing of Charges.
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WINSTAR shall pay all charges for access to and use of the Services as
set forth in this SECTION "11".
11.1 Monthly Billing. Installation and recurring charges will be billed in
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arrears in the month following the month in which they are incurred. For
purposes of computing partial month charges for Port charges, each day is
considered to be 1/30 (one-thirtieth) of a month. A first invoice may
contain charges from a previous billing period for service provided from
the date of installation through the current invoice period.
12. Taxes.
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All rates set forth in this Agreement are exclusive of Applicable Taxes.
For purposes of this Agreement, Applicable Taxes" are taxes, assessments,
surcharges, levies, or similar items "assessed by a governmental body for
Service. WINSTAR is liable for, and shall indemnify DIGEX from and
against, all Applicable Taxes which may be passed directly through to
WINSTAR or WINSTAR Customers, and all Applicable Taxes (excluding DIGEX
income taxes), properly chargeable to WINSTAR or WINSTAR Customers with
respect to DIGEX's provision of Service to WINSTAR or relating to
WINSTAR's use, resale, or lease of the Service to WINSTAR Customers or
others, and/or any penalty and interest thereon if assessed by the
applicable governmental body. DIGEX will invoice WINSTAR for such
penalties and interest, and WINSTAR shall pay such invoices in accordance
with the provisions of SECTION "13" of this Agreement.
13. Terms of Payment
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13.1 Payment due date. After WINSTAR's initial Five Million ($5,000,000)
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dollars has been drawn down, WINSTAR shall pay to DIGEX all invoiced
charges, including Applicable Taxes and any penalties and interest
thereon, whether or not such charges have been paid to WINSTAR by
WINSTAR Customers, within thirty (30) days of the date of invoice.
Payments received will be applied to the earliest outstanding amounts due
under this Agreement.
13.2 Disputed amounts. WINSTAR shall notify DIGEX in writing within fifteen
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(15) business days after the date of invoice of any dispute or
disagreement with invoiced charges. The disputed amount is to be resolved
by WINSTAR and DIGEX within sixty (60) days of the invoice date. WINSTAR
is responsible for leading the resolution process by bringing supporting
documentation forward and DIGEX will maintain good faith negotiations.
DIGEX will not perform unreasonable requests which include providing
information out of that normally available or from its legacy systems.
All disputed amounts resolved in WINSTAR's favor will be credited against
amounts owing on subsequent invoices.
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14. Record Keeping and Audit.
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14.1 Maintenance of Records. As required by law, each Party shall, directly or
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through a third party service bureau, create and maintain full, complete
and accurate records of business conducted pursuant to this Agreement,
including but not limited to data relating to customer activation,
deposits, port charges, invoices, payments, and Services credits.
15. Service Credits.
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15.1 In the event that DIGEX does not meet Network Availability (as defined in
Section 1.5 of the Agreement), DIGEX will grant to WINSTAR a "Services
Credit(s)" (as set forth in EXHIBIT "A").
"15.2 The liability of DIGEX for any interruption of the Service shall in no
event exceed the Service Credit(s) provided for in this SECTION "15" and
EXHIBIT "A". Except for such Service Credits, DIGEX shall not be liable
to WINSTAR for any loss or damage incurred by reason of or incidental
to any delay or interruption of this Service.
16. Termination by DIGEX.
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DIGEX may terminate this Agreement, immediately, without penalty or
liability to WINSTAR or any third party if any of the following occur:
A. WINSTAR fails to pay all charges hereunder, including, without
limitation, all charges based on the Port Installation and
Recurring Rates (excluding any disputed amounts), within sixty (60)
days after receipt of notice from DIGEX that the same are overdue;
and
B. WINSTAR fails, upon written notice from DIGEX, to terminate, as
required under SECTION "9" of this Agreement, a customer or vendor
that has made material fraudulent use of or access to the Service or
any other DIGEX facility; provided, however, such termination shall
not violate any laws, statutes and/or regulations.
17. Termination by WINSTAR.
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17.1 With Cause. WINSTAR may terminate this Agreement, immediately, without
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penalty or liability to DIGEX or any third party if any of the following
occur:
a) DIGEX fails to meet the Network Availability Performance set forth in
Section 4.(b) of EXHIBIT "A".
b) DIGEX provides any information to, or makes any representations or
warranties to, WINSTAR in connection with the Service, or otherwise
in connection with any information required to be provided by it
hereunder, which proves to have been false or misleading in any
material respect as of the date provided or made.
c) Failure to honor DIGEX warranties under this Agreement.
18. Termination by either Party.
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18.1 Either DIGEX or WINSTAR (the "Termination Party") may terminate this
Agreement and the use of the Services hereunder if the other Party (the
"Defaulting Party"), as follows:
A. Dissolves or liquidates; or
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B. Becomes the subject of voluntary or involuntary bankruptcy,
insolvency, reorganization or liquidation proceedings, makes an
assignment for the benefit of creditor, or admits in writing its
inability to pay its debts as they mature, or a receiver is
appointed for any of its assets or properties, and the same is not
dismissed, vacated, or stayed within thirty (30) business days,
or the Party seeking to terminate has reason to believe that the
commencement of any such proceeding or assignment for the benefit
of creditors is imminent.
18.2 Termination under this SECTION "18" shall be effective immediately upon
receipt by the Defaulting Party of written notice of default, or at the
end of such period as the Terminating Party may grant the cure of the
default, and the non-defaulting Party may pursue any remedies available to
it in law or equity.
19. Termination Rights.
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19.1 Upon any termination of the Service, DIGEX promptly shall refund or return
to WINSTAR, as appropriate, the advance payments (including any amount
remaining on the Commitment) and/or all deposits, letters of credit and
other forms of security provided by WINSTAR less only such amounts as are
due for implementation or use of the Service before termination and such
other amounts as DIGEX reasonably shall determine are due and owing, or
will become due and owing, from WINSTAR. Reconciliation is required within
thirty (30) days of the invoice date, as certified by the CEO and
President in written certificate to WINSTAR. DIGEX shall pay WINSTAR
simple interest on the amount of any cash deposit so refunded from the
dates of its deposit with DIGEX to the date refunded at a per annum rate
equal to the prime lending rate published in the "Money Rates" column of
The Wall Street Journal as of the date of the termination of the
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Service.
19.3 Upon termination of this Agreement, each Party shall, at its expense,
promptly return to the other Party, all copies of Confidential
Information, including but not limited to any marketing or Other
materials.
19.4 In the event of termination for any reason under this Agreement, the
Parties will arbitrate the withdrawal of their respective Customers from
either Parties network. The arbitration should take no longer than six
(6) months.
20. Security/Pledge.
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As security for WINSTAR's Five Million ($5,000,000) dollar payment (less
Services credited against the Five Million ($5,000,000) dollar payment) as
described in Paragraph 5.2(a), DIGEX hereby pledges its assets (current
and hereinafter acquired) to WINSTAR, provided however, that upon the
successful conclusion of DIGEX's initial public offering or fulfillment of
DIGEX's Twenty Million ($20,000,000) financing objective, this Security/
Pledge shall automatically termi nate. DIGEX will cooperate with WINSTAR
to execute and provide to WINSTAR a UCC financing statement and any other
documentation reasonably requested by WINSTAR to perfect WINSTAR's
security interest.
21. Non-Solicitation of Employees.
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In order to protect each Party's trade secrets and confidential
information and to prevent disclosure of important competitive
information, each Party agrees that, during the term of this Agreement and
for a period of six (6) months after its termination or expiration, it
shall not, directly solicit employment of any person employed in a full-
time position by the other Party at that time, or who has been so employed
by such other Party within the six-month period prior to the offer.
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Each Party agrees that the restriction is reasonable and necessary to
protect proprietary information of the other and thus, is a material term
of this Agreement.
22. Warranty Limitations.
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A. DIGEX warrants that the Services furnished under this Agreement will
be free from defects and delivered pursuant to the highest standards
in the industry, and
B. DIGEX has obtained and shall maintain full authority to grant the
rights herein without the consent of any other person or entity.
THE EXPRESS WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER
WARRANTIES. EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN
ADDITION, TO ALL OTHER REMEDIES AT LAW AND IN EQUITY AVAILABLE TO
IT, WINSTAR SHALL HAVE THE RIGHT TO SEEK REPLACEMENT OF THE
DEFECTIVE MATERIALS OR A REFUND OF THE PAYMENTS MADE BY WINSTAR TO
DIGEX FOR THE AFFECTED SERVICES AFTER WINSTAR HAS PROVIDED DIGEX
WITH A THIRTY (30) BUSINESS DAY PERIOD TO CURE.
23. Indemnification and Limitation of Damages.
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In light of the rapidly changing regulatory environment applicable to
Services and the technological limitations involved in the provision of
Services, DIGEX will NOT be responsible for the following, provided,
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however, DIGEX is in full compliance with all applicable laws and fully
satisfying industry standards required of other Internet service
providers: (a) protecting from unauthorized access WINSTAR Customers'
transmission facilities or WINSTAR Customer-owned premise equipment, or
for alteration, theft, or destruction of WINSTAR or WINSTAR Customers'
data files, programs, or information through any means, or (b) claims or
damages caused by a WINSTAR Customer (including relating to the
transmissions or storage of defamatory content), to a third party through
fault or negligence of WINSTAR to perform WINSTAR Customers' responsibi-
lities, claims against WINSTAR Customer by any other party, or any act of
omission of any third party furnishing services or products to WINSTAR's
Customers.
Not withstanding anything to the contrary in this Agreement or the
EXHIBITS or Appendices hereto in no event will either Party be liable to
the other Party for special, indirect or consequential damages, under any
theory of recovery, unless such damages are part of an award to a third
party for which indemnification is properly due hereunder.
Should DIGEX purchase insurance to cover slander and/or liable
(defamation) claims, WINSTAR will be a named party for the term of this
Agreement and for six years after.
24. Compliance with Law.
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WINSTAR and DIGEX shall comply with all applicable laws, statutes, and
regulations relating to the performance of their respective duties and
obligations under this Agreement.
25. Patent/Copyright Indemnification.
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DIGEX shall defend and indemnify any suit or proceeding brought against
WINSTAR or WINSTAR and its Customers (collectively, "Indemnified Parties")
based on a claim of a third party that the Services or any party thereof
(but not any information transmitted or stored by customer or any third
party by using the Services) furnished by DIGEX constitutes an
infringement
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of any United States patent or copyright, provided that DIGEX is notified
promptly in writing and given authority, information and assistance (at
DIGEX's expense) for the defense of such a suit or proceeding, and DIGEX
will pay all damages and costs awarded against the Indemnified Parties or
any related settlements made by DIGEX on behalf of the Indemnified
Parties. If DIGEX / the indemnified Parties prevail DIGEX shall be
entitled to recover any attorney and other legal fees related to its
indemnification or defense. If a claim of infringement occurs and the use
of the Services is enjoined, DIGEX at its expense, shall either (a) if the
performance thereof will not be materially affected, promptly replace
and/or modify the Services(s) so that they become non-infringing or (b)
promptly obtain the right for the Indemnified Parties to continue using
the Service(s). In the event that DIGEX cannot satisfy (a) and (b) above,
in addition to all other legal rights in law and equity available to the
Indemnified Parties, DIGEX agrees to assist the Indemnified Parties in
finding an alternative Internet service provider and to compensate WINSTAR
and its customers for the expenses associated in migrating the affected
Services(s) to such new Internet service provider.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, DIGEX SHALL HAVE NO OTHER LIABILITY
OR OBLIGATION TO WINSTAR WITH RESPECT TO PATENT OR COPYRIGHT INFRINGEMENT
MATTERS.
26. General.
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26.1 Confidential Information. Should confidential or proprietary information
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of either WINSTAR or DIGEX be disclosed to the other in the performance of
this Agreement, the Party receiving such confidential or proprietary
information (hereinafter "Recipient") hereby agrees to receive such
information in confidence, and take such precautions as may be necessary
to protect same from disclosure to others, during the Term of this
Agreement and for one (1) year following termination of this Agreement.
Precautions taken shall be at least equivalent to Recipient's precautions
with respect to its own confidential and proprietary information, but in
no event less than a reasonable standard of care. ("Confidential
Information" shall mean: (1) any written information marked as
confidential or proprietary, or (2) if verbally disclosed, shall be
identified as confidential and/or proprietary at the time of disclosure
and summarized in writing to the Recipient within fifteen (15) days of
disclosure. Confidential Information shall not include information which
(i) at the time of disclosure to Recipient is in the public domain through
no acts or omission of Recipient or disclosure to Recipient is in the
public domain through no acts or omission of Recipient or subsequently
becomes into the public domain through no acts or omission of Recipient;
(ii) as shown by written records, is already known by Recipient; (iii) is
revealed to Recipient by a third party who does not thereby breach any
obligation of confidentiality and who discloses such information in good
faith, or (iv) is disclosed pursuant to a legal obligation to disclose
same to any governmental entity or pursuant to judicial or quasi judicial
action (so long as Recipient gives disclosing Party prompt prior written
notice) and provided further that Recipient will disclose only such
confidential information as is legally required and will use its
reasonable efforts to obtain confidential treatment for any confidential
or proprietary information so disclose.
26.2 Each Party acknowledges that the disclosing Party's information is
proprietary, and agrees, that the disclosing Party is entitled to seek
equitable relief, including without limitation, specific performance and
injunctions, in addition to any other remedies at law or equity.
26.3 Arbitration. All disputes (except for recovery of the Commitment and/or
------------
foreclosure on WINSTAR's security interest as provided in Section 20 of
this Agreement) concerning the terms and conditions of this Agreement
shall be subject to binding arbitration of the American Arbitration
Association ("AAA") subject to the rules of the AAA then in effect
relating to commercial arbitration. There shall be three arbitrators:
Each Party shall choose one arbitrator within thirty (30) days of
initiation of the arbitration, and the two so chosen shall in turn choose
the third within fifteen (15) days. The arbitration shall be held in New
York City and shall be completed within
Page 10
ninety (90) days of selection of the initial two arbitrators. Judgement
upon the award rendered in any arbitration may be entered in any court
having jurisdiction of the manner.
26.4 Attorney's Fees. If any arbitration, litigation, or other legal
----------------
proceeding occurs between the Parties relating to this Agreement, the
prevailing Party shall be entitled to recover (in addition to any other
relief awarded or granted) its reasonable cost and expenses, including
attorneys' fees, incurred in the proceeding.
26.5 Notices. Unless otherwise expressly provided for, all notices, requests,
--------
demands, consents or other communications required or pertaining to this
Agreement must be in writing and must be delivered personally or sent by
certified or registered mail (postage prepaid and return receipt
requested) to the other Party at the address set forth below (or to any
other address given by either Party to the other Party in writing:
TO: DIGEX - Private Networks Group
0000 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: DIGEX/WINSTAR Sr. Account Manager
TO: WINSTAR Communications, Inc.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
In case of mailing, the effective date of delivery of any notice, demand,
or consent shall be considered to be five (5) days after proper mailing.
26.6 Waiver and Amendment. No waiver, amendment, or modification of this
---------------------
Agreement shall be effective unless in writing and signed by both
Parties. No failure or delay by either Party in exercising any right,
power or remedy under this Agreement, shall operate as a waiver of the
right, power or remedy.
26.7 Benefit. This Agreement is binding upon and inures to the benefit of the
--------
successors and assigns of the Parties.
26.8 No third party's Rights. This Agreement is not for the benefit of any
------------------------
third party and shall not be deemed to grant any right or remedy to any
third party, whether or not referred to in this Agreement, except as
otherwise provided at Section 25 of this Agreement.
26.9 Headings. The SECTION and paragraph headings of this Agreement are
---------
intended as a convenience only, and shall not affect then interpretation
of its provisions.
26.10 Singular and Plural Terms. Where the context of this Agreement requires,
--------------------------
singular terms shall be considered plural and plural terms shall be
considered singular.
26.11 Severability. If any provision(s) of this Agreement is finally held by a
-------------
court or arbitration panel of competent jurisdiction to be unlawful, the
remaining provisions of this Agreement shall remain in full force and
effect to the extent that the intent of the Parties can be enforced.
26.12 Governing Law and Forum. The validity, construction, and performance of
------------------------
this Agreement is governed by the laws of New York. Both Parties agree
that this Agreement is considered to be entered into in New York, and
that all payment obligations of the Parties under this Agreement are to
be performed in New York. The Parties consent to personal jurisdiction in
New York with
Page 11
respect to any arbitration or suit brought relating to this Agreement.
The Parties waive all objections to venue to the extent permitted by law.
26.13 Relationship of the Parties. This Agreement does not constitute a
---------------------------
partnership agreement, nor does it create a joint venture or agency
relationship between the Parties.
26.14 Survivorship. All obligations and duties hereunder which shall be their
------------
nature extend beyond the expiration or termination of this Agreement,
including 20, 21, 22, 23, 24, 25, and 26 shall survive and remain in
effect beyond any expiration or termination hereof.
26.15 Force Majeure. Neither party shall be responsible for any delay or
-------------
failure in performance of any part of this Agreement or order to the
extent that such delay or failure is caused by fire, flood, explosion,
war, strike, embargo, government requirement, action of civil or military
authority, or act of God. In the event of any such delay, the time of
performance that was delayed for such causes will be extended for a
period equal to the time lost by reason of the delay.
26.16 Conflicting Terms. The Parties agree that the terms and conditions of
-----------------
this Agreement shall prevail, notwithstanding the contrary or additional
terms, in any purchase order, sales acknowledgment, confirmation or any
other document issued by either Party effecting the purchase and/or sale
of Services.
26.17 Escalation Procedures. Any customer service or operational system
---------------------
problems will be handled by DIGEX in accordance with EXHIBIT "A".
26.18 Entire Agreement. This Agreement including all appendices and EXHIBITS,
----------------
constitutes the complete and final Agreement between the Parties, and
supersedes all prior negotiations and agreements between the Parties
concerning its subject matter. This Agreement may be executed in
counterparts all of which, when taken together, shall constitute one
original Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives intending to be legally bound.
DIGEX, Inc. WINSTAR Communications, Inc.
By: [SIGNATURE APPEARS HERE] By: [SIGNATURE APPEARS HERE]
--------------------------- ------------------------
Title: VP-GM Private Networks Title: VICE CHAIRMAN
------------------------ ---------------------
Date: 6/10/96 Date: 6/10/96
-------------------------- -----------------------
Page 12
EXHIBIT "A"
DIGEX Network Performance Specifications
----------------------------------------
Performance Specifications Supplemental to Agreement. Timely performance of the
obligations provided hereunder is of the essence; therefore failure to timely
perform shall constitute a breach of the Agreement. Any credits received by
WINSTAR from DIGEX will reduce the Commitment (as defined in the Agreement).
1. Provisioning.
------------
a) DIGEX will provide to WINSTAR the Services identified in EXHIBIT "B" (the
"Service") at the corresponding rates (the "Rates") attached thereto.
b) Access Service Types
i) DIGEX shall support both Fractional, Frame Relay and Private Line
access types at the full range of speeds from 56Kbps to 1.54 Mbps
(56K, 128K, 192K, 256K, 384K, 512K, 768K, 1.54Mbps) (Defined herein
as "Access Service Types"). Should DIGEX upgrade its capacity, DIGEX
will promptly make it available to WINSTAR.
2. If DIGEX fails to meet the following provisioning intervals for installations
in any one month, DIGEX will credit one hundred (100%) of the DIGEX monthly
recur ring charges to WINSTAR for all WINSTAR Customers' affected.
a) Provisioning Intervals;
i) DIGEX shall provide the Services listed in EXHIBIT "B" within twenty
(20) business days from the receipt of an order (such activity
defined as "Provisioning"). For DS3 level service (defined herein as
a DS3 Leased Line). Provisioning shall be performed within a sixty
(60) business day period.
ii) In the event DIGEX fails to meet the Provisioning timeframe, DIGEX
will provide a credit to WINSTAR equal to one hundred (100%) percent
of the installation fee to WINSTAR for all Customer(s) affected.
iii)The only exception to the timeframes set forth above in this Section,
is an "Inaccurate Forecast" (defined in Section 5). In the event of
an Inaccurate Forecast, WINSTAR Customers who exceed the WINSTAR
Forecast by twenty (20%) percent in a particular month for a
particular POP shall be defined as ("Overflow Customers") and will
receive Provisioning as follows:
a) In the event that an Inaccurate Forecast materially and directly
causes a shortage and congestion in the National Network Backbone
(defined in Section 1.6 of the Agreement), DIGEX will have sixty
(60) business days from receipt of the WINSTAR order to procure
additional capacities; otherwise, provisioning will be completed
for WINSTAR Overflow Customers within twenty (20) business days.
b) If Provisioning is not performed for the Overflow Customers in
accordance with this Section, DIGEX will provide a credit equal
to one hundred (100%) percent of the installation fee to WINSTAR
for all Customer(s) affected.
3. *Maintenance.
-----------
The Parties shall perform the following maintenance.
a) Customer Service Support for Trouble Resolution
i) WINSTAR shall provide first level support ("Tier 1"). Tier 1
consists of the following:
Page 1
EXHIBIT "A"
a) First point of contact for all WINSTAR Customer problems;
b) Resolution of all customer premises equipment problems;
c) Resolution of all customer circuit provisioning related problems;
d) Resolution of Local Loop problems;
e) Referral of trouble tickets to DIGEX via electronic mail.
ii) DIGEX shall provide second level support ("Tier 2"). Tier 2 consists
of the following:
a) Acceptance of trouble tickets from WINSTAR via electronic mail;
b) Resolution of all DIGEX related Internet Protocol routing and/or
facility problems;
c) Resolution of all Network Backbone and/or network elements
(routers, bridges, switches) and related problems (excluding
CPE);
d) From 8 a.m. to 8 p.m. daily, EST time, DIGEX shall respond to
electronic messages within thirty (30) minutes; from 8:01 p.m. to
7:59 a.m., EST time, DIGEX must respond to electronic messages
within forty-five (45) minutes; and
e) DIGEX will provide "Network Operations Center Support" (defined
below") to WINSTAR on a seven (7) days a week , twenty-four (24)
hours a day, three hundred and sixty-five (365) days a year
(cumulatively referred to as "24x7x365"). ("Network operations,
Center Support" is defined as WINSTAR's provisioning of customer
service and/or network management support.)
b) Time to Repair Standards:
i) "Unmanned" Point of presence ("POP") locations. ("Unmanned" means no
DIGEX personnel at the POP for repair):
a) Router Replacement: Not to exceed eight (8) hours;
b) Router Component Replacement: Not to exceed eight (8) hours; and
c) All other Service Repairs: Not to exceed six (6) hours.
ii) "Manned" POP Locations (includes Hayward, CA; Chicago, IL;
Waynesville, OH; Atlanta, GA; Houston, TX; Washington, DC and New
York, NY). ("Manned" means DIGEX personnel at POP for repairs). The
POPs will be Manned 24x7x365 (with the exception of Houston, TX which
will be Manned, Monday through Friday, 24x5) .
a) Router Replacement; Not to exceed eight (8) hours;
b) Router Component Replacement: Not to exceed four (4) hours:
and
c) All other Service Repairs: Not to exceed four (4) hours.
iii) Failure of Network Backbone (defined in Section 1.5 of the
Agreement):
Page 2
EXHIBIT "A"
a) Time to reroute - Not to exceed four (4) hours to reroute
Services from the time of the failure of the Network Backbone.
iv) DIGEX shall credit WINSTAR for one hundred (100%) percent of the
WINSTAR monthly recurring Service charge for all Customer(s) affected
by DIGEX's failure to meet the Time to Repair / Re-Route Standards.
4. Service Performance Guarantees.
-------------------------------
Network Availability will be measured and determined by the DIGEX network
performance monitoring tool - Hewlett Packard Open View software ("HP Open
View"). Provided however that the Parties shall agree upon the network
management methodology and the standards for implementation for that
methodology.
a) DIGEX shall meet a "Network Availability" (as defined in Section 1.5 of
the Agreement) of ninety-nine (99%) percent per month ("Network
Availability Performance")
i) If Service is not available to a WINSTAR Customer for a total of
sixty (60) minutes in any one month, DIGEX shall credit WINSTAR one
hundred (100%) percent, of the WINSTAR monthly recurring Service fee
for all Customer(s) affected; and
ii) In addition, if Service is not available to a WINSTAR Customer for
a total of thirty (30) minutes of within a twenty-four hour period
in any one month, DIGEX shall credit WINSTAR one hundred (100%)
percent of the WINSTAR daily recurring Service fee for all
Customer(s) affected;
iii) Notwithstanding Section 4.a(i) or (ii) above, if WINSTAR has
provided an Inaccurate Forecast to DIGEX with respect to the
Customer daily and/or monthly (as appropriate) recurring Service fee
NO credit will be given to WINSTAR with respect to such WINSTAR
Customers affected by the Inaccurate Forecast.
b) If, for three consecutive months, DIGEX does not satisfy its Network
Availability Performance Goal for the entire DIGEX national network, then
WINSTAR will have the right to terminate this Agreement; provided
however, that this right to terminate will not arise if WINSTAR has
delivered an Inaccurate Forecast for the three (3) month period, as
measured for the entire DIGEX national network.
5. Inaccurate Forecast.
--------------------
On a monthly basis, WINSTAR shall provide DIGEX a rolling three month sales
forecast by product and DIGEX POP location to be used for forecast planning.
If WINSTAR exceeds its sales forecast by more than twenty (20%) percent in a
month for a particular DIGEX POP, such activity is referred to as an
"Inaccurate Forecast".
Page 3
EXHIBIT "B"
DIGEX PNC Rate Cards
PNC Internet Leased Line Pricing:
---------------------------------
$ 0 - $ 10,000,000 Price Schedule
----------------------------------
Minimum Monthly
Service CIR Installation Recurring NOTES
--------------------------------------------------------------------------------
56 Kbps Frame Relay 56Kbps $240 $160 3
T1 Frame Relay 128 Mbps $800 $212 1,2,3,4
192 Kbps $1,200 $280 1,2,3,4
256 Kbps $1,200 $348 1,2,3,4
384 Kbps $1,200 $428 1,2,3
512 Mbps $1,200 $508 1,2,3
768 Mbps $l,200 $668
56 Kbps Leased Line 56 Kbps $1,440 $400 3
T1 Leased Line 1.54 Mbps $2,400 $960 3
T3 Leased Line 45 Mbps $12,000 $27,000 3
Fractional T1 128 Mbps $2,400 $480 3
192 Kbps $2,400 $520 3
256 Kbps $2,400 $56O 3
384 Kbps $2,400 $640 3
512 Mbps $2,400 $720 3
768 Mbps $2,400 $800 3
SMDS 1.17 Mbps $1,840 $10,200 3
4 Mbps $2,800 $2,900 3
10 Mbps $2,800 $4,400 3
16 Mbps $54,400 $6,500 3
25 Mbps $6,400 $8,000 3
34 Mbps $8,400 $9,200 3
FNS - Ethernet 10 Mbps $3,600 $4,000 3
FNS - Token Ring 4 Mbps $6,500 $4,000 3
16 Mbps $11,600 $6,800 3
--------------------------------------------------------------------------------
Notes:
1) No changes for minimum speed increases to 768 Kbps.
2) All circuits will burst up to double their CIR rules.
3) No. IP resale permitted on any DIGEX provisional circuit: a 500%
assessment fee on the monthly port fee will be charged in addition to the
port fee and possible termination of circuit.
4) $400 install cost if upgraded to 256K or higher in the first 90 (ninety)
days.
All leased line services include Domain Name Service, NNTP news feed, and
network addresses as required. $100 for InterNIC domain name registration.
Typical circuit installation time without local loop is 15 business days.
--------------------------------------------------------------------------------
CPE, DIGEX will of fer for resale, the following prices for customer premise
equipment. It is the Customers responsibility to configure, install and
maintain all CPE.
Unit Price Unit Price
---------- ----------
CISCO 250 Router (T1/56K/FR) $1,695 AdTran 56K CSU/DSU $ 255
CISCO l005 Router (T1/56K/FR) $1,105 Imatek 56K CSU/DSU/
Router (preconfigured) $1,0015
Digital Link Prelude
T1/FR CSU/DS $ 855
Page 1
EXHIBIT "B"
DIGEX PNC Rate Cards
PNC Internet Leased Line Pricing:
$ 10,000,001 and above Price Schedule
-------------------------------------
Minimum Monthly
Service CIR Installation Recurring NOTES
---------------------- -------------------------------------------------------------------------------------
56 Kbps Frame Relay 56Kbps $225 $150 3
TI Frame Re1ay 128 Mbps $750 $199 1,2,3,4
192 Kbps $1,125 $263 1,2,3,4
256 Kbps $1,125 $326 1,2,3,4
384 Kbps $1,125 $405 1,2,3
512 Mbps $1,125 $476 1,2,3
768 Mbps $1,125 $626
56 Kbps Leased Line 56 Kbps $1,350 $375 3
T1 Leased Line 1.54 Mbps $2,250 $900 3
T3 Leased Line 45 Mbps $11,250 $25,313 3
Fractional T1 128 Mbps $2,250 $450 3
192 Kbps $2,250 $488 3
256 Kbps $2,250 $525 3
384 Kbps $2,250 $600 3
512 Mbps $2,250 $675 3
768 Mbps $2,250 $750
SMDS 1.17 Mbps $1,725 $1,125 3
4 Mbps $2,625 $2,725 3
10 Mbps $2,625 $4,125 3
16 Mbps $4,125 $6,100 3
25 Mbps $6,000 $7,500 3
34 Mbps $7,875 $8,625 3
FNS - Ethernet 10 Mbps $3,375 $3,750 3
FNS - Token Ring 4 Mbps $4,875 $3,750 3
16 Mbps $10,875 $6,375 3
---------------------------------------------------------------------------------------------------------------
Notes:
1) No charge for minimum speed increases to 768 Kbps.
2) All circuits will burst up to double their CIR rates.
3) No, IP resale permitted on any DIGEX provisioned circuit: a 500% assessment
fee on the monthly port fee will be charged in addition to the port fee and
possible termination of circuit.
4) $400 install cost if upgraded to 256K or higher in the first 90 (ninety)
days
All leased line services include Domain Name Service: NNTP news feed and
network addresses as required. $100 for InterNIC domain name registration.
Typical circuit installation time without local loop is 15 business days.
--------------------------------------------------------------------------------
CPE, DIGEX will offer for resale, the following prices for customer premise
equipment. It is the Customer responsibility to configure, install and maintain
all CPE.
Unit Price Unit Price
---------- ----------
CISCO 250 Router (T1/56K/FR) $1,695 AdTran 56K CSU/DSU $ 255
CISCO 1005 Router (T1/56K/FR) $1,105 Isatek 56K CSU/DSU/Router (preconfigured) $1,015
Digital Link Prelude T1/FR CSU/DS $ 855
Page 2
EXHIBIT "B"
DIGEX PNC Rate Cards
PNC Internet Dial Up Pricing:
-----------------------------
*Monthly Number of Users 500 750 1000 1500 2500
--- --- ---- ---- ----
Activation with out DIGEX Help Desk $10.00 $10.00 $10.00 $10.00 $10.00
Monthly Access Fee Per User $19.99 $17.99 $15.99 $15.99 $15.99
Activation with DIGEX Help Desk $15.00 $15.00 $15.00 $15.00 $15.00
Monthly Access Fee Per User $30.00 $30.00 $30.00 $25.00 $19.95
1. Pricing and quantity is based on a per city basis.
2. DIGEX / WINSTAR will collaborate to try to lower the cost dial up with
help desk.
Page 3
EXHIBIT "B"
DIGEX PNC Rate Cards
DIGEX Internet Servers
----------------------
Dedicated hardware platform not shared with other customers
---------------------------
. Fast Internet connectivity
. 10 Mbps local Ethernet
. 45 Mbps T3 to other peering points
. Redundant circuits for backup Internet connectivity
. Current version SunOS software installation and initial configuration
. Domain registration for your organization
. Domain name server installation and initial configuration
. Installation and initial configuration of one server software package
(server installation only, customer adds information content)
. One user shell account setup
. Tape backups of your data are made on a daily or weekly basis.
Hardware Configuration Options
Hardware Option Memory/Disk Installation Monthly
Sun 3/60 4 MB RAM/5O MB $ 240 $ 240
Sun 3/60 12 MB RAM/100MB $ 320 $ 400
Sun Sparc Station 2 16 MB RAM/1 GB $ 800 $ 800
Sun Sparc Station 2 32 MB RAM/2 GB $1,200 $1,040
Sun Xxxxx Xxxxxxx 0 00 XX RAM/2 GB $2,000 $2,800
Sun Xxxxx Xxxxxxx 0 00 XX RAM/4 GB $2,800 $3,600
Custom configuration available upon request.
100% credit of previous installation cost on upgrade
Dedicated tape backup $2,000 $ 240
Dedicated CD-ROM drive $1,200
Server Software Options
(Additional network server software)
World Wide Web (WWW) server $ 200 $ 40
Anonymous FTP server $ 200 $ 40
Gopher Server $ 200 $ 40
POP3 Mail Server $ 200 $ 40
Mailing list server** $ 200 $ 80
Server Management Options
Root access privilege (privileged user)* $1,200 n/c
Initial domain name (xxxxxx.xxx) InterNIC charges apply
Additional domain names (xxxxxx0.xxx) $ 80 n/c
Temporary CD-ROM drive $ 80
CD-ROM mounting $ 40
Page 4
EXHIBIT "B"
DIGEX PNC Rate Cards
DIGEX Internet Firewall Products Include:
----------------------------------------
Raptor Eagle (TM) Firewall Security Solutions
Complete, proven firewall solutions using the Raptor Eagle firewall product
family. Includes hardware, software, two day on-site installation and 30 day
customer support (phone and e-mail).
Eagle Firewall Hardware Platforms Sun XXXXX 0 xxxxx 000 (xxx) or a Sun SPARC 2
(refurbished). Both systems come with a one year warranty offered by Raptor
systems third party vendor at the option of the PNC's Customer and are
configured with 32 MB RAM, 1 GB disk drive, CD-ROM, 5 XX 0xx DAT tape drive, two
include travel time and or additional expenses.
Sun XXXXX 0 platform Sun SPARC 4 model 110 platform
50 users $10,000 50 users $1l,600
200 users $10,800 200 users $12,400
unlimited users $11,600 unlimited users $13,200
Eagle VPN (virtual private networking) Option for the Eagle Firewall
1" license $4,000
Additional License $1,600
Eagle LAN
Sun SPARC 2 platform Sun SPARC 4 model 110 platform
unlimited users $9,600 unlimited users $11,200
Eagle Remote
Sun XXXXX 0 platform Sun SPARC 4 model 110 platform
50 users $10,000 50 users $11,600
250 users $12,400 250 users $14,000
unlimited users $15,600 unlimited users $17,200
Eagle Nomad $ 79
Eagle Desk $ 79
Xxxx Spare Eagle Firewall
Clone of primary firewall system, used as an on-site "hot" swap spare. Includes
hardware, software, installation, and training on hot spare implementation
procedures:
Sun XXXXX 0 platform Sun SPARC 4 model 110 platform
50 users $5,040 50 users $6,440
200 users $5,360 200 users $6,760
unlimited users $5,680 unlimited users $7,080
Annual Hardware Maintenance Programs
1 year hardware warranty included with all Eagle firewall products. SPARC 4
hardware support program offered by Sun Microsystems. SPARC 2 hardware support
is provided via third party at the option of the PNC's Customer.
XXXXX 0 platform $714 XXXXX 0 platform $300
Annual Software Maintenance Programs
Eagle 50 users $ 840
Eagle 200 users $1,800
Eagle unlimited users $3,000
Eagle Nomad $ 12
Eagle Desk $ 12
Page 5
