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EXHIBIT 10.10
GENERAL AGREEMENT
BETWEEN
ALLEGIANCE TELECOM, INC.
AND
LUCENT TECHNOLOGIES INC.
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TABLE OF CONTENTS
GENERAL AGREEMENT
Section Page
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ARTICLE I GENERAL TERMS AND CONDITIONS................................................................ 1
1.1 DEFINITIONS................................................................................. 1
1.2 TERM OF AGREEMENT........................................................................... 4
1.3 SCOPE....................................................................................... 4
1.4 CUSTOMER RESPONSIBILITY..................................................................... 4
1.5 ORDERS...................................................................................... 5
1.6 CHANGES IN CUSTOMER'S ORDERS................................................................ 7
1.7 CHANGES IN PRODUCTS......................................................................... 7
1.8 PRICES...................................................................................... 7
1.9 INVOICES AND TERMS OF PAYMENT............................................................... 8
1.10 PURCHASE MONEY SECURITY INTEREST............................................................ 10
1.11 TAXES....................................................................................... 11
1.12 TRANSPORTATION AND PACKING.................................................................. 11
1.13 TITLE AND RISK OF LOSS...................................................................... 11
1.14 WARRANTY.................................................................................... 11
1.15 INFRINGEMENT AND GENERAL INDEMNITIES........................................................ 14
1.16 REMEDIES.................................................................................... 16
1.17 USE OF INFORMATION.......................................................................... 17
1.18 DOCUMENTATION............................................................................... 18
1.19 5ESS(R)DOCUMENTATION........................................................................ 18
1.20 NOTICES..................................................................................... 18
1.21 FORCE MAJEURE............................................................................... 19
1.22 ASSIGNMENT.................................................................................. 19
1.23 TERMINATION OF AGREEMENT FOR BREACH......................................................... 20
1.24 NON-SOLICITATION............................................................................ 20
1.25 INDEPENDENT CONTRACTOR...................................................................... 20
1.26 RELEASES VOID............................................................................... 21
1.27 PUBLICITY................................................................................... 21
1.28 CONFIDENTIALITY OF AGREEMENT................................................................ 21
1.29 AMENDMENTS.................................................................................. 21
1.30 SEVERABILITY................................................................................ 21
1.31 WAIVER...................................................................................... 21
1.32 SURVIVAL.................................................................................... 22
1.33 SECTION HEADINGS............................................................................ 22
1.34 CHOICE OF LAW............................................................................... 22
1.35 FINANCING COMPANY........................................................................... 22
1.36 BENEFITS OF AGREEMENT....................................................................... 22
1.37 TESTING AND ACCEPTANCE...................................................................... 23
1.38 INSURANCE................................................................................... 23
1.39 SUPPORT AND MAINTENANCE..................................................................... 24
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Section Page
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ARTICLE II PROVISIONS APPLICABLE TO LICENSED MATERIALS................................................. 24
2.1 LICENSE FOR LICENSED MATERIALS.............................................................. 24
2.2 CHANGES IN LICENSED MATERIALS............................................................... 25
2.3 CANCELLATION OF LICENSE..................................................................... 25
2.4 OPTIONAL SOFTWARE FEATURES.................................................................. 25
2.5 ADDITIONAL RIGHTS IN LICENSED MATERIALS..................................................... 25
2.6 INSTALLATION OF SOFTWARE.................................................................... 26
2.7 MODIFICATIONS BY CUSTOMER TO USER CONTROLLED
MODULES..................................................................................... 26
2.8 ADDITIONAL SOFTWARE RIGHTS FOR 5ESS(R) SWITCH
LICENSED MATERIALS.......................................................................... 26
ARTICLE III PROVISIONS APPLICABLE TO ENGINEERING, INSTALLATION
AND OTHER SERVICES.......................................................................... 27
3.1 SITE REQUIREMENTS........................................................................... 27
3.2 ADDITIONAL ITEMS TO BE PROVIDED BY CUSTOMER................................................. 28
3.3 ITEMS TO BE FURNISHED BY SELLER............................................................. 31
3.3.1 ENGINEERING......................................................................... 31
3.3.2 INSTALLATION........................................................................ 32
3.4 ACCEPTANCE OF SERVICES...................................................................... 35
3.5 WORK OR SERVICES PERFORMED BY OTHERS........................................................ 35
ARTICLE IV ENTIRE AGREEMENT............................................................................ 35
4.1 ENTIRE AGREEMENT............................................................................ 35
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This General Agreement Number LNM101697DASAT (hereinafter "GENERAL AGREEMENT" or
"AGREEMENT") is made effective as of the 16th day of October, 1997 ("EFFECTIVE
DATE"), by and between Allegiance Telecom, Inc., a Delaware corporation, with
offices located at 0000 Xxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000
(hereinafter "CUSTOMER"), and Lucent Technologies Inc., a Delaware corporation,
acting through its Network Systems Group, with offices located at 000 Xxxxxxxx
Xxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000 (hereinafter "SELLER").
WHEREAS, Seller desires to supply to Customer and Customer desires to procure
from Seller the Products and Services described herein, pursuant to the terms
and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual promises herein contained and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties intending to be lawfully bound agree as
follows:
1. ARTICLE I
GENERAL TERMS AND CONDITIONS
1.1 DEFINITIONS:
Capitalized terms used in this Agreement and in the Addendum shall have the
meanings ascribed to them herein and therein, and shall include the following
definitions:
(a) "AFFILIATE" of a corporation means its Subsidiaries, any company of
which it is a Subsidiary, and other Subsidiaries of such company.
(b) "XXXX AND HOLD PRODUCTS" means Products, Licensed Materials, and/or
parts thereof, which the Customer requests and Seller agrees to
inventory or warehouse, at a price mutually agreed to by the parties,
until final delivery to the Customer.
(c) "CUSTOMER PRICE LIST" means Seller's published "Ordering and Price
Guides" or other price notification releases furnished by Seller for
the purpose of communicating Seller's prices or pricing related
information to Customer; however, this does not include firm price
quotations provided by Seller to Customer.
(d) "CUTOVER" means the verification by Seller and Customer of actual usage
of an installed Product and confirmation that such Product is capable
of revenue-generating service. This function occurs after Turnover and
is not performed by Seller unless specifically requested by Customer
and is usually covered under a separate Professional Services
Agreement.
(e) "DELIVERY DATE" means the date required under this Agreement by which
all deliverables ordered by Customer are to be delivered by Seller to
the destination specified in the order.
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(f) "DESIGNATED PROCESSOR" means the Product for which licenses to Use
Licensed Materials are granted.
(g) "FIRMWARE" means a combination of (1) hardware and (2) Software
represented by a pattern of bits contained in such hardware.
(h) "FIT" means physical size or mounting arrangement (e.g., electrical or
mechanical connections).
(i) "FORM" means physical shape.
(j) "FUNCTION" means the operation the Product performs.
(k) "HAZARDOUS MATERIALS" means material designated as a "hazardous
chemical substance or mixture" pursuant to Section 6 of the Toxic
Substance Control Act; a "hazardous material" as defined in the
Hazardous Materials Transportation Act (49 U.S.C. 1801, et seq.);
"hazardous substance" as defined in the Occupational Safety and Health
Act Hazard Communication Standard (29 CFR 1910.1200) or as defined in
the Comprehensive Governmental Response, Compensation and Liability
Act, 42 U.S.C. 9601 (14), or other pollutant or contaminant.
(l) "INSTALLATION COMPLETE DATE" means the date on which OS Software or
transmission systems Software is installed by Seller at the location
specified in the order and determined by Seller to be ready for Use by
Customer.
(m) "LICENSED MATERIALS" means the Software and Related Documentation for
which licenses are granted by Seller under this Agreement; no Source
Code versions of Software are included in Licensed Materials.
(n) "OS SOFTWARE" means the object code Software, for operations systems,
embodied in any medium, including Firmware.
(o) "PRODUCT" means equipment hardware, and parts thereof, but the term
does not mean Software whether or not such Software is part of
Firmware.
(p) "RELATED DOCUMENTATION" means materials useful in connection with
Software such as, but not limited to, flowcharts, logic diagrams and
listings, program descriptions and Specifications.
(q) "SELLER'S STANDARD CHARGES" means Seller's applicable rates and charges
for labor and materials as determined from Seller's Customer Price
Lists and other pricing information provided by Seller to Customer,
less any discounts applicable thereto.
(r) "SERVICES" means any engineering, installation or repair services to be
performed by Seller under this Agreement, but the term "Services" does
not include any services provided by the Professional Services Division
of Seller's Network Systems Group unless otherwise expressly agreed to
in writing by the parties.
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(s) "SOFTWARE" means a computer program consisting of a set of logical
instructions and tables of information that guide the functioning of a
processor. Such program may be contained in any medium whatsoever,
including hardware containing a pattern of bits, representing such
program. However, the term "Software" does not mean or include such
medium.
(t) "SOFTWARE UPGRADE" means the next base release of Base Software, i.e.,
5E12, 5E13, etc.
(u) "SOURCE CODE" means any version of Software incorporating high-level or
assembly language that generally is not directly executable by a
processor.
(v) "SPECIFICATIONS" means Seller's or its vendor's technical
specifications for particular Products or Software furnished hereunder.
(w) "STANDARD ORDER INTERVAL" means the time interval, as described in
SECTION 1.5(B) of this Agreement: (i) with respect to 5ESS(R)-2000
Products, between Seller's receipt of a Customer order and Turnover;
and (ii) with respect to all other Lucent Products, between Seller's
receipt of a Customer order and the Delivery Date.
(x) "STATEMENT OF WORK" (SOW) means the detailed description of the actual
Services to be performed.
(y) "SUBSIDIARY" of a company means a corporation the majority of whose
shares or others securities entitled to vote for election of directors
is now or hereafter owned or controlled by such company either directly
or indirectly, but such corporation shall be deemed to be a Subsidiary
of such company only as long as such ownership or control exists.
(z) "TURNOVER" means, with respect to Products and Software to be installed
by Seller, the point at which Seller has completed the installation and
notifies Customer that the installation is completed and that Seller
has confirmed that the installed Product and/or Software comply with
the applicable Specifications. This term does not mean Cutover which is
separately defined herein.
(aa) "US ONE ASSETS" means the combination of 5ESS(R)-2000 Products,
Transmission and Access Products and other Lucent-manufactured or
developed Products and Software that may be acquired by Customer,
directly or indirectly, in connection with the US One bankruptcy.
(bb) "USE" with respect to Licensed Materials that constitute Software,
means loading the Licensed Materials, or any portion thereof, into a
Designated Processor for execution of the instructions and tables
contained in such Licensed Materials.
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1.2 TERM OF AGREEMENT:
Subject to the terms of SECTION 1.32, the term of this Agreement ("TERM") shall
commence on the Effective Date and shall continue in effect thereafter for a
period of five (5) years, and following expiration of the initial five (5) year
term, shall thereafter automatically renew for additional one (1) year terms,
unless either party gives written notice of termination to the other party at
least sixty (60) calendar days prior to the expiration of the then-current term.
1.3 SCOPE:
(a) The terms and conditions of this Agreement shall apply to all
transactions occurring during the Term whereby Products, Licensed
Materials and/or Services are provided by Seller's Network Systems
Group to Customer. Except as expressly stated in this Agreement, this
Agreement shall not apply to any products, licensed materials or
services offered for supply by any of the following business units or
divisions of Seller: Microelectronics, Consumer Products, Business
Communications Systems, Network Wireless division of Network Systems
Group, or the Professional Services division of Network Systems Group.
By placing orders with Seller, including change and/or addition orders,
or using any Products, Licensed Materials, or Services provided
hereunder, Customer agrees to be bound to the terms of this Agreement.
Customer understands and agrees that all Products, Licensed Materials,
or Services furnished by Seller to Customer pursuant to this Agreement
shall be for Customer's own internal use in the United States only.
Products, Licensed Materials or Services furnished under this Agreement
are not being supplied for resale and shall not be resold by Customer.
(b) All firm price quotes made by Seller to Customer shall incorporate the
terms and conditions of this Agreement. Any conflicting terms and
conditions of a firm price quote, signed by an authorized
representative of Seller and Customer and dated after the effective
date of this Agreement, will supersede the comparable terms of this
Agreement.
(c) Attached hereto as EXHIBIT 2 is that certain Product Purchase Addendum
One to the General Agreement Between Customer and Seller ("ADDENDUM").
The Addendum contains certain additional terms and conditions that
supplement the non-conflicting terms and conditions of this Agreement
with respect to Products and Licensed Materials.
1.4 CUSTOMER RESPONSIBILITY:
Customer shall, at no charge to Seller, provide Seller with such technical
information, data, technical support or assistance as may reasonably be required
by Seller to fulfill its obligations under this Agreement, any subordinate
agreement or order. If Customer fails to provide the technical information,
data, support or assistance, Seller shall be excused from performing, and shall
not be in material breach of, any such obligation until such time as Customer
provides the required information, data, support or assistance to Seller.
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1.5 ORDERS:
(a) All orders submitted by Customer for Products, Licensed Materials, and
Services shall incorporate and be subject to the terms and conditions
of this Agreement. Any order submitted pursuant to a firm price
quotation shall include such firm price quotation number. All orders,
including electronic orders, shall contain the information as detailed
below:
(i) Complete and correct ship to and xxxx to address;
(ii) The quantity and type of Products, Licensed Materials, and
Services being ordered;
(iii) The price;
(iv) The requested Delivery Date or Turnover date, as applicable,
in accordance with Seller's Standard Order Interval for the
Products, Licensed Materials, and Services being ordered. In
the event a non-standard interval has been mutually agreed to
by the parties, a reference to the specific document agreeing
to the interval;
(v) The requested completion date in accordance with Seller's
Standard Order Interval for the Products, Licensed Materials,
and Services being ordered;
(vi) Reference to this Agreement;
(vii) If an order is for Xxxx and Hold Products, the phrase "Xxxx
and Hold" must be clearly and conspicuously stated in the
order.
The requested Delivery Date of any order must be in accordance with
Seller's published Standard Order Intervals in effect on the date of
receipt of order by Seller. The current Standard Order Intervals are
contained in SECTION 1.5(B) herein. Upon the mutual consent of the
parties, which consent shall not be unreasonably withheld, Seller shall
have the right to change such Standard Order Intervals, but only with
respect to future orders placed by Customer. Such change shall not
affect orders accepted by Seller prior to the change to the Standard
Order Intervals. Electronic orders shall be binding on Customer
notwithstanding the absence of a signature. All orders submitted by
Customer for Products must be signed by either the President and Chief
Executive Officer of Customer, the Chief Financial Officer of Customer,
or their designated representatives. Seller shall not be entitled to
rely upon or to enforce any order that is not authorized in accordance
with the foregoing; provided, however, that Seller shall have no duty
or obligation to investigate or make any inquiry with respect to the
accuracy or adequacy of any such signatures and shall be entitled to
act in reliance upon any and all information, documents and signatures
received by Seller pursuant to this Agreement. All orders are subject
to acceptance by Seller. Seller reserves the right to place any order
on hold, delay shipment, and/or reject any order only in the event of a
material breach by Customer of its
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obligations under this Agreement or Customer's insufficient credit
limits. Terms and conditions on Customer's purchase order which are
inconsistent with the provisions of this Agreement and any pre-printed
terms and conditions on Customer's purchase order shall be ineffective,
void and of no force and effect. Orders shall be sent to the following
address:
Lucent Technologies Inc.
Customer Service
0000 Xxxxxxx Xxxx
Xxxxxxxx X - 0xx Xxxxx
Xxxxxxx, XX 00000-0000
(b) If an order is for Xxxx and Hold Products, the phrase "Xxxx and Hold"
must clearly and conspicuously appear on the order. In the event
Customer orders Xxxx and Hold Products, Seller will defer final
shipment of such Product(s) until the final ship date indicated on the
purchase order or such final ship date as is mutually agreed between
the parties provided that in no event shall Seller be obligated to hold
Xxxx and Hold Products longer than one (1) year from the date of the
applicable purchase order. Customer agrees to pay to Seller a mutually
agreed monthly stocking fee for any Xxxx and Hold Products held beyond
the final ship date indicated on the purchase order or otherwise
mutually agreed date.
SELLER'S MANUFACTURED PRODUCTS AND SOFTWARE STANDARD ORDER
INTERVALS
---------------------------------------------------------------- ---------------------------------------------------------
PRODUCT/SOFTWARE STANDARD ORDER INTERVAL
---------------------------------------------------------------- ---------------------------------------------------------
Switching Systems Products Twenty Two (22) Weeks for Standard
Configurations; Twenty Six (26) Weeks for
Non-Standard Configurations
---------------------------------------------------------------- ---------------------------------------------------------
Central Office Power Equipment Twenty Two (22) Weeks
---------------------------------------------------------------- ---------------------------------------------------------
Growth Eighteen (18) Weeks
---------------------------------------------------------------- ---------------------------------------------------------
TRANSMISSION SYSTEMS PRODUCTS:
---------------------------------------------------------------- ---------------------------------------------------------
DACS-IV 2000 Two (2) Weeks
---------------------------------------------------------------- ---------------------------------------------------------
FT-2000 OC-48 Two (2) Weeks
---------------------------------------------------------------- ---------------------------------------------------------
DDM-2000 OC-3/OC-12 Two (2) Weeks
---------------------------------------------------------------- ---------------------------------------------------------
DDM-2000 FIBER REACH Two (2) Weeks
---------------------------------------------------------------- ---------------------------------------------------------
SLC 2000 Access System One (1) Week
---------------------------------------------------------------- ---------------------------------------------------------
SLC 2000 MSDT One (1) Week
---------------------------------------------------------------- ---------------------------------------------------------
SLC Series 5 (System and Plug In) Two (2) Weeks
---------------------------------------------------------------- ---------------------------------------------------------
Other Transmission Products (i.e., DDM Plus, One (1) Week
Repeater Cases)
---------------------------------------------------------------- ---------------------------------------------------------
Network Cable Systems Products Contact Lucent Sales Person
---------------------------------------------------------------- ---------------------------------------------------------
All Other Products Contact Lucent Sales Person
---------------------------------------------------------------- ---------------------------------------------------------
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PRODUCT/SOFTWARE STANDARD ORDER INTERVAL
---------------------------------------------------------------- ---------------------------------------------------------
SOFTWARE:
---------------------------------------------------------------- ---------------------------------------------------------
Switching System Software Same as associated Product
---------------------------------------------------------------- ---------------------------------------------------------
---------------------------------------------------------------- ---------------------------------------------------------
Transmission Systems Software Same as associated Product
---------------------------------------------------------------- ---------------------------------------------------------
---------------------------------------------------------------- ---------------------------------------------------------
Operations Systems Software Same as associated Product
---------------------------------------------------------------- ---------------------------------------------------------
---------------------------------------------------------------- ---------------------------------------------------------
All other Software Contact Lucent Sales Person
---------------------------------------------------------------- ---------------------------------------------------------
1.6 CHANGES IN CUSTOMER'S ORDERS:
Changes by Customer to an order which has been previously accepted by Seller (a
"CHANGE ORDER") are subject to acceptance by Seller. Change Orders shall be
treated as a separate order and shall follow Seller's Change Order process, a
copy of which is attached hereto as EXHIBIT 3. In the event Seller accepts a
Change Order and such change affects Seller's ability to meet its obligations
under the original order, any price (or discount, if applicable), shipment date
or Services completion date quoted by Seller with respect to such original order
is subject to change. Seller will provide to Customer written quotations and
expected completion dates for any requested Change Orders.
1.7 CHANGES IN PRODUCTS:
Prior to shipment, Seller may at any time make changes in Products. Seller may
modify the Product(s) drawings and Specifications or substitute Products of
later design. Seller agrees that such modifications or substitutions will not
impact upon Form, Fit, or Function under normal and proper use of the ordered
Product as provided in Seller's Specifications. With respect to changes,
modifications, and substitutions that do impact the Form, Fit, or Function of
the ordered Product, Seller shall notify Customer in writing thirty (30) days
prior to the date the changes become effective. In the event Customer objects to
the change, Customer shall notify Seller within thirty (30) days from the date
of notice. Upon receipt of notice, Seller shall not furnish modified Products to
Customer on any orders in process.
1.8 PRICES:
(a) To the extent Customer's order is subject to a firm price quotation
made by Seller, prices, fees and charges (hereinafter "PRICES") shall
be as set forth in Seller's firm price quotation.
(b) Subject to any applicable discounts, and except as expressly stated in
this Agreement, in all other cases, Prices shall be those contained in
Seller's then-current Customer Price List. Upon thirty (30) calendar
days' prior written notice to Customer, Seller shall have the right to
increase the Prices set forth in its Customer Price List once annually;
provided, however, that such annual increase shall in no event exceed
five percent (5%) over the then-current Prices, and provided further
that such cap on annual increases shall not apply to "discontinued
availability" Products. Unless otherwise
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agreed to by the parties, the requested Delivery Date or Turnover date,
as applicable, specified in such order must be in accordance with
Seller's Standard Order Intervals.
(c) Seller may amend its Prices, other than those subject to firm price
quotations. Seller agrees that Price increases shall be in accordance
with the terms specified in SECTION 1.8(B). Seller shall have the
right, upon notice to Customer, to adjust Prices for cable Products
only for changes in raw material prices. When Prices for cable Products
contained in Seller's Customer Price List are adjusted for changes in
raw material prices, Seller's new Prices will be revised effective the
first day of any given month. The basis for raw material adjustments
will be provided to Customer upon request.
(d) For any Services not included in the Price of the applicable Product,
Seller shall invoice Customer for such Services on a monthly basis as
those Services are provided to Customer. Such Services shall be
rendered by Seller on a time-and-materials basis, provided that the
hourly rate for such services shall in no event exceed Two Hundred
Dollars ($200). Upon thirty (30) calendar days' prior written notice to
Customer, Seller shall have the right to increase such service rate
once annually.
(e) Seller shall provide to Customer an updated Customer Price List, in
electronic form, on an annual basis.
1.9 INVOICES AND TERMS OF PAYMENT:
(a) Payment for Products, Licensed Materials and Services (including
transportation charges and taxes, if applicable) will be due in
accordance with the payment schedule described below. Upon Seller's
acceptance of a Customer purchase order, Seller shall issue to Customer
a written notice of purchase order acceptance and request for payment,
and Customer thereafter shall have five (5) business days to pay to
Seller, by EFT, twenty percent (20%) of the value of such purchase
order. Subject to Seller's right to discontinue processing such order
in the event Customer fails to timely pay such twenty percent (20%)
amount, Seller will commence the order fulfillment process with respect
to such purchase order. Seller shall issue notice of readiness for
shipment and request for payment to Customer not more than two (2)
weeks prior to the date on which the Products and/or Licensed Materials
will be shipped by Seller, and Customer thereafter shall have five (5)
business days to pay Seller, by EFT, sixty percent (60%) of the value
of such purchase order. Upon receipt of the second scheduled payment,
Seller will release the shipment for delivery to Customer and will
provide to Customer a "record only" invoice after receipt of the second
payment Such invoice will reflect the amount due and payments received
through the date of the invoice. For switch Products: (i) final payment
will be invoiced upon the earlier of: (x) Cutover; and (y) sixty (60)
days after Turnover, provided that there are no identified
deficiencies, in which case the sixty (60) day period shall be
extended, on a day-by-day basis, until there are no outstanding
deficiencies; and (ii) payment shall be made by Customer by EFT within
five (5) days of receipt of such invoice by Customer. For
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furnish only orders, the final payment will be invoiced upon shipment
or as soon as practical thereafter, and payment is due for receipt by
Seller within thirty (30) days of the date of the invoice. A sample
invoice is provided in EXHIBIT 1 for informational purposes only.
--------------------------------------------------------------- ----------------------------------------------------------
5ESS(R)-2000 PRODUCTS PERCENT OF TOTAL AMOUNT OF
PAYMENT MILESTONE SCHEDULE PURCHASE ORDER DUE
--------------------------------------------------------------- ----------------------------------------------------------
Seller's Receipt and Acceptance of Purchase Order (Initial 20%
Payment)
--------------------------------------------------------------- ----------------------------------------------------------
Upon Shipment of Products (Second Payment) 60%
--------------------------------------------------------------- ----------------------------------------------------------
Upon Cutover (Final Payment) 20%
--------------------------------------------------------------- ----------------------------------------------------------
-------------------------------------------------------------- -------------------------------------------------------------
TRANSMISSION/ACCESS PRODUCTS PERCENT OF TOTAL AMOUNT OF
PAYMENTS MILESTONE SCHEDULE PURCHASE ORDER DUE
-------------------------------------------------------------- -------------------------------------------------------------
Seller's Receipt and Acceptance of Purchase Order (Initial 25%
Payment)
-------------------------------------------------------------- -------------------------------------------------------------
Upon Shipment of Products 75%
-------------------------------------------------------------- -------------------------------------------------------------
(b) For Products, Licensed Materials and Services not included in
SUBSECTION (A) above (including transportation charges and taxes, if
applicable), Seller will invoice Customer all amounts due for Products
and Licensed Materials upon shipment and all amounts due for Services
upon completion of Services or, in either event, as soon as practical
thereafter. Customer shall pay such invoiced amounts for receipt by
Lucent within thirty (30) days of the date of the invoice. Xxxx and
Hold Products will be invoiced by Seller upon the earlier of: (i)
completion of assembly at Seller's facility; or (ii) upon stocking at
Customer's designated location. Such invoice will serve as Seller's
notification that Xxxx and Hold Products are complete and ready to be
released by Customer for final shipment.
(c) Customer shall pay or cause to be paid all amounts invoiced by Seller
(or amounts requested to be paid) hereunder using Electronic Funds
Transfer ("EFT"). EFT payments by Customer shall be made to the
following account of Seller or such other account as is subsequently
designated by Seller in writing and, concurrent with the EFT payment,
Customer shall fax a copy of the remittal to Seller's Manager Cash
Operations at 000-000-0000.
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Xxxxx Xxxxxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx
Account Name: Lucent Technologies Inc.
ACCT. 910144-9099
ABA 000000000
(d) If Customer fails to pay any invoiced amount when due, the invoiced
amount, excluding any amounts disputed by Customer in good faith, will
be subject to a late payment charge at the rate of one and one half
percent (1-1/2%) per month, or portion thereof, of the undisputed
amount due (but not to exceed the maximum lawful rate).
(e) Customer agrees to review all invoices furnished by Seller hereunder
upon receipt and notify Seller of any billing discrepancies within a
reasonable time from Customer's receipt of the applicable invoice. Such
inquiries can be directed to Seller in writing or by telephone.
Inquiries shall be made to the telephone number or, if in writing, to
the address identified on the invoice.
1.10 PURCHASE MONEY SECURITY INTEREST:
Seller reserves and Customer agrees that Seller shall have a purchase money
security interest in all Products and Licensed Materials supplied to Customer by
Seller under this Agreement until any and all payments and charges for the
applicable Products or Licensed Materials due Seller under this Agreement,
including, without limitation, shipping and installation charges, are paid in
full. If required by Financing Company, Seller acknowledges that Seller's
purchase money security interest shall be subordinate to any security interest
required by Financing Company. Seller shall have the right, at any time during
the Term and without notice to Customer, to file in any state or local
jurisdiction such financing statements (e.g., UCC-l financing statements) as
Seller deems necessary to perfect its purchase money security interest
hereunder; provided, however, that all such financing statements shall reference
by purchase order number the specific purchase order to which the financing
statement relates, it being expressly acknowledged by Seller that it shall have
no right to file general, blanket financing statements with respect to Products
and/or Licensed Materials acquired by Customer under this Agreement. In the
event Seller files any financing statements, Seller promptly shall (within ten
(10) calendar days) execute and file, at Seller's sole cost and expense,
termination statement(s) evidencing the discharge of such obligations upon
Customer's payment of the purchase price of the applicable Products and/or
Licensed Materials. If Seller fails to comply with its obligation to timely file
lien termination statements as provided herein, and fails to cure such failure
within forty-eight (48) hours following receipt of written notice of such
failure, Customer shall have the right to take all steps necessary to remove
such liens, and to deduct from any sums that may then be due or become due to
Seller under this Agreement all costs including, without limitation, attorneys'
fees and expenses, incurred by Customer to remove such liens. Upon request by
Seller, Customer hereby agrees to timely execute all documents reasonably
necessary to secure Seller's purchase money security interest including without
limitation, UCC-1 or such other documents Seller deems reasonably necessary. In
the event Customer fails to timely execute such documents, Customer acknowledges
that Seller shall
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have the right to delay shipment of the Products/Licensed Materials that are the
subject of the financing statement that Customer has failed to timely execute.
1.11 TAXES:
Customer shall be liable for all taxes and related charges, however designated,
imposed upon or based upon the provision, sale, license or Use of Products,
Licensed Materials or Services, excluding taxes on Seller's net income, unless
Customer provides Seller with a valid tax exempt certificate. Seller's failure
to collect taxes in accordance herewith shall not be deemed to be an
authorization to resell Products or Services or sublicense Licensed Materials.
1.12 TRANSPORTATION AND PACKING:
Seller, in accordance with its normal practices, shall arrange for prepaid
transportation to destinations in the contiguous United States and shall invoice
transportation charges to Customer. Premium transportation will be used only at
Customer's request. Seller shall pack Products for delivery in the contiguous
United States in accordance with its standard practices for domestic shipments.
Where, in order to meet Customer's requests, Seller packs Products in other than
its normal manner, ships Products utilizing premium transportation or ships
Products to destinations outside the contiguous United States, Customer shall
pay the additional charges for such packing and transportation.
1.13 TITLE AND RISK OF LOSS:
Title to Products only and risk of loss to Products and Licensed Materials shall
pass to Customer and/or Financing Company, as applicable, upon delivery to the
Customer-designated delivery location or carrier set forth in the applicable
order. Title to all Licensed Materials (whether or not part of Firmware)
furnished by Seller, and all copies thereof made by Customer, including
translations, compilations, and partial copies are, and shall remain, the
property of Seller. Title to Xxxx and Hold Products only and risk of loss for
Xxxx and Hold Products and Licensed Material for Xxxx and Hold Products shall
pass to Customer upon stocking at Seller's facility or Customer's designated
location, whichever occurs earlier. Customer shall notify Seller promptly of any
claim with respect to loss which occurs while Seller has the risk of loss, and
of which Customer has knowledge, and shall cooperate in every reasonable way to
facilitate the settlement of any claim.
1.14 WARRANTY:
(a) GENERAL: Seller warrants to Customer that, during the applicable
Warranty Periods set forth below: (i) Seller's manufactured Products
(exclusive of Software) will be free from defects in material and
workmanship and will conform to Seller's Specifications for such
Products; (ii) subject to the terms of SECTION 1.14(E), Software
developed by Seller will be free from those defects which prevent
performance in accordance with Seller's Specifications; and (iii)
Services will be performed in a workmanlike manner and in accordance
with Seller standards. With respect to Products or Software or partial
assembly of Products furnished by Seller, but neither manufactured by
Seller nor
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purchased by Seller pursuant to its procurement specifications ("VENDOR
ITEMS"), Seller, to the extent permitted, does hereby assign to
Customer the warranties given to Seller by its vendor(s) of such Vendor
Items. In the event such warranties are not assignable to Customer by
Seller, if necessary, Seller shall enforce such warranties on
Customer's behalf. In addition, at Customer's request, and to the
extent that registration is available, Seller shall register Customer
with any and all Vendor Item vendors such that Customer is acknowledged
as a support obligation and Customer can receive and obtain Vendor Item
notices directly from the applicable vendor.
(b) WARRANTY PERIODS: For purposes of this Agreement the term "WARRANTY
PERIOD" means the period of time listed below which, unless otherwise
agreed to by the parties, commences on the date of shipment for
Products installed by Customer, or, if installed by Seller, the
earliest of either: (i) Acceptance by Customer; or (ii) thirty (30)
days following Turnover; or (iii) Cutover. For Xxxx and Hold Products,
the Warranty Period will commence upon the date of stocking at Seller's
facility or Customer's designated location. The Warranty Period for any
Product or Software (or part thereof) repaired or replaced under this
SECTION 1.14 is the period listed in the right column below or the
unexpired portion of the new Product Warranty Period, whichever is
longer.
SELLER'S MANUFACTURED PRODUCTS AND SOFTWARE
WARRANTY PERIOD
---------------------------------------------------------------- ---------------------------- -----------------------------
BASE PERIOD REPAIRED
NEW PRODUCT PRODUCT OR PART
---------------------------------------------------------------- ---------------------------- -----------------------------
Switching Systems Products 24 Months 6 Months
---------------------------------------------------------------- ---------------------------- -----------------------------
CENTRAL OFFICE POWER EQUIPMENT:
---------------------------------------------------------------- ---------------------------- -----------------------------
Associated with Switching Systems 24 Months 6 Months
---------------------------------------------------------------- ---------------------------- -----------------------------
Not Associated with Switching Systems 12 Months 6 Months
---------------------------------------------------------------- ---------------------------- -----------------------------
TRANSMISSION SYSTEMS PRODUCTS:
---------------------------------------------------------------- ---------------------------- -----------------------------
DACS-IV 2000, 60 Months 6 Months
---------------------------------------------------------------- ---------------------------- -----------------------------
FT-2000 OC-48 60 Months 6 Months
---------------------------------------------------------------- ---------------------------- -----------------------------
DDM-2000 OC-3/OC-12 60 Months 6 Months
---------------------------------------------------------------- ---------------------------- -----------------------------
DDM-2000 FIBER REACH 60 Months 6 Months
---------------------------------------------------------------- ---------------------------- -----------------------------
SLC 2000 Access System 60 Months 6 Months
---------------------------------------------------------------- ---------------------------- -----------------------------
SLC 2000 MSDT 60 Months 6 Months
---------------------------------------------------------------- ---------------------------- -----------------------------
SLC Series 5 (System and Plug In) 60 Months 6 Months
---------------------------------------------------------------- ---------------------------- -----------------------------
Other Transmission Products (i.e., DDM Plus 24 Months 6 Months
Repeater Cases)
---------------------------------------------------------------- ---------------------------- -----------------------------
Network Cable Systems Products 12 Months 3 Months
---------------------------------------------------------------- ---------------------------- -----------------------------
All Other Products 2 Months 2 Months
---------------------------------------------------------------- ---------------------------- -----------------------------
SOFTWARE:
---------------------------------------------------------------- ---------------------------- -----------------------------
Base Software, including Software Upgrades (e.g., 5ESS(R)-2000 12 Months 6 Months
Software and all releases thereto)
---------------------------------------------------------------- ---------------------------- -----------------------------
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---------------------------------------------------------------- ---------------------------- -----------------------------
BASE PERIOD REPAIRED
NEW PRODUCT PRODUCT OR PART
---------------------------------------------------------------- ---------------------------- -----------------------------
Transmission Systems Software 12 Months 6 Months
---------------------------------------------------------------- ---------------------------- -----------------------------
OS Software 3 Months 1 Month
---------------------------------------------------------------- ---------------------------- -----------------------------
All Other Software 3 Months 1 Month
---------------------------------------------------------------- ---------------------------- -----------------------------
(c) WARRANTY PROCEDURES: If, under normal and proper use, a defect or
non-conformity appears in Seller's manufactured Products or Software
during the applicable Warranty Period and Customer promptly notifies
Seller in writing of such defect or non-conformance and follows
Seller's instructions regarding return of defective or non-conforming
Product or Software, at Seller's sole expense, Seller will exercise its
best efforts to either repair, replace or correct such Product or
Software without charge at its manufacturing or repair facility as soon
as possible, but in no event later than thirty (30) days following
receipt of such Product or Software unless otherwise agreed to in
writing by the parties. If Seller is unable to repair, replace or
correct the non-conforming or defective Product or Software as provided
above after exercising its best efforts to do so, Seller shall provide
a refund or credit to Customer of the original purchase price or
license fee paid by Customer for the non-conforming or defective
Product or Software. If engineering or installation Services prove not
to be performed as warranted within a six (6) month period commencing
on the date of completion of the Services, Seller, at Customer's option
and at Seller's sole expense, either: (i) will correct the defect or
non-conforming Services; or (ii) render a full or pro-rated refund or
credit based on the original charges for the Services. No Product or
Software will be accepted for repair or replacement without the
authorization of and in accordance with instructions of Seller. Removal
and reinstallation expenses as well as transportation expenses
associated with returning such Product or Software to Seller shall be
borne by Customer. After Seller repairs such Product or Software or
acquires a replacement Product or Software, Seller shall pay the costs
of transportation of the repaired or replacement Product or Software to
any United States destination designated by Customer. If Seller
determines that the returned Product or Software is not defective and
such absence of defect(s) could reasonably have been discovered by
Customer, Customer shall pay Seller's costs of handling, inspecting,
testing and transportation and, if applicable, travel and related
expenses. In repairing or replacing any Product, part of Product, or
Software medium under this warranty, Seller may use either new,
remanufactured, reconditioned, refurbished or functionally equivalent
Products or parts; provided, however, that such repair or replacement
will not impact upon the Form, Fit or Function of the Product or
Software under normal and proper use, as provided in Seller's
Specifications. Replaced Products or parts shall become Seller's
property.
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(d) NON-RETURNABLE PRODUCTS: With respect to Seller's manufactured products
which are not readily returnable for repair, Seller shall repair or
replace the Products at Customer's site. Customer shall make the
Products accessible for repair or replacement at no cost to Seller, and
following such repair or replacement, Seller shall restore the site
after Seller has completed its repairs or replacement. Seller shall be
responsible for all costs related to the repair or replacement of the
Products.
(e) EXCLUSIONS: Seller makes no warranty with respect to defective
conditions or non-conformities resulting from any of the following:
Customer's modifications, misuse, neglect, accident or abuse; improper
wiring, repairing, splicing, alteration, installation, storage or
maintenance; use in a manner not in accordance with Seller's or its
vendor's Specifications, or operating instructions or failure of
Customer to apply previously applicable Seller's modifications or
corrections. In addition, Seller makes no warranty with respect to
Products which have had their serial numbers or month and year of
manufacture removed, altered and with respect to expendable items,
including, without limitation, fuses, light bulbs, motor brushes and
the like. No warranty is made that Software will run uninterrupted or
error free, and in addition Seller makes no warranty with respect to
defects related to Customer's data base errors.
(f) WARRANTY OF TITLE: Seller represents and warrants that it has the full
authority to license or sublicense all Licensed Materials and to sell
all Products to Customer. Seller further represents and warrants that
all Products shall be free and clear of all liens, claims, encumbrances
and demands of third parties, except as provided for in SECTION 1.10.
(g) DATE ROLLOVER WARRANTY: Seller warrants to Customer that, during the
applicable Warranty Period: (a) the Software will process all date, day
and time calculations falling on or after January 1, 2000, to the
extent that such Software processes day, date and time calculations;
and (b) that the Software will have no adverse loss in functionality
with respect to introduction of data containing dates falling on or
after January 1, 2000 (the foregoing is hereinafter referred to as
"YEAR 2000 CAPABILITY"). Notwithstanding anything in this Section to
the contrary, no warranty is made that the Year 2000 Capability
warranty will make the Software be compatible with any other third
party software or hardware used by Customer.
(h) THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER'S
SOLE AND EXCLUSIVE REMEDY SHALL BE SELLER'S OBLIGATION TO REPAIR,
REPLACE, CREDIT, OR REFUND AS SET FORTH ABOVE IN THIS WARRANTY.
1.15 INFRINGEMENT AND GENERAL INDEMNITIES:
(a) In the event of any claim, action, proceeding or suit by a
third party against Customer alleging an infringement of any
United States patent or a violation in the United States of
any copyright, trademark, trade secret or other proprietary
right
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by reason of the use, in accordance with Seller's
Specifications, of any Product or Licensed Materials furnished
by Seller to Customer under this Agreement, Seller, at its
sole expense, will indemnify, defend and hold harmless
Customer, subject to the conditions and exceptions stated
below. Seller will reimburse Customer for any cost, expense
and attorneys' fees, incurred at Seller's written request or
authorization, and will indemnify Customer against any
liability assessed against Customer by final judgment on
account of such infringement or violation arising out of such
use.
(b) If Customer's use shall be enjoined or in Seller's opinion is
likely to be enjoined, Seller will, at Seller's sole expense,
either: (1) replace the enjoined Product or Licensed Materials
furnished pursuant to this Agreement with a substitute with
the same Form, Fit and Function free of any infringement; (2)
modify the enjoined Product or Licensed Material so that it
will be free of the infringement; or (3) procure for Customer
a license or other right to use the enjoined Product or
Licensed Material. If none of the foregoing options are
commercially practical, Seller will remove the enjoined
Product or Licensed Materials, during which period Customer
will transition from such Product(s) to a replacement product,
and in the event of such return, Seller shall refund to
Customer the depreciated value of such Product(s) based on the
following depreciation schedule (commencing upon Acceptance
for the applicable Product): year 1 -- 100%; year 2 -- 90%;
year 3 --80%; year 4 -- 70%; year 5 -- 60%; year 6 -- 50%;
year 7 -- 40%; year 8 -- 30%; year 9 -- 20%; year 10 -- 10%.
(c) Customer shall give Seller prompt written notice of all such
claims, actions, proceedings or suits alleging infringement or
violation and Seller shall have full and complete authority to
assume the sole defense thereof, including appeals, and to
settle same. Customer shall, upon Seller's request and at
Seller's expense, furnish all information and assistance
available to Customer and cooperate in every reasonable way to
facilitate the defense and/or settlement of any such claim,
action, proceeding or suit.
(d) No undertaking of Seller under this section shall extend to
any such alleged infringement or violation to the extent that
it: (1) arises from adherence to design modifications,
specifications, drawings, or written instructions which Seller
is directed by Customer to follow, but only if such alleged
infringement or violation does not reside in corresponding
commercial Product or Licensed Materials of Seller's design or
selection; or (2) arises from adherence to instructions to
apply Customer's trademark, trade name or other company
identification; or (3) relates to uses of Product or Licensed
Materials provided by Seller in combinations with other
product or licensed materials, furnished by third parties,
which combination was not installed, recommended or otherwise
approved by Seller. In the foregoing cases numbered (1)
through (3), Customer will defend and save Seller harmless,
subject to the same terms and conditions and exceptions stated
above, with respect to Seller's rights and obligations under
this section.
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(e) The liability of Seller and Customer with respect to any and
all claims, actions, proceedings or suits by third parties
alleging infringement of patents, trademarks or copyrights or
violation of trade secrets or proprietary rights because of,
or in connection with, any Products or Licensed Materials
furnished pursuant to this Agreement shall be limited to the
specific undertakings contained in this section.
(f) Each party shall indemnify, defend and hold the other and its
directors, officers, shareholders, employees, successors and
assigns (collectively, the "INDEMNIFIED PARTIES") harmless
from and against any and all claims of third parties, and
shall pay all damages, costs and expenses, including
attorneys' fees, incurred by the Indemnified Parties for
bodily injury, including death, and property damage that
results or arises out of a party's employees, agents or
representatives' negligence or intentional acts arising out of
or relating to performance or non-performance under this
Agreement. This indemnity shall not be limited by reason of
any insurance coverage required under this Agreement. A
party's indemnity obligation under this Section shall be
reduced to the extent the other party is found to have been
contributorily negligent or otherwise at fault.
1.16 REMEDIES:
(a) THE PARTIES' EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF A PARTY,
ITS AFFILIATES AND THEIR EMPLOYEES, AGENTS AND SUPPLIERS FOR ANY CLAIM,
LOSS, DAMAGE OR EXPENSE OF THE OTHER PARTY OR ANY OTHER ENTITY ARISING
OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT,
LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING
OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY, OR
STRICT LIABILITY, SHALL BE AS FOLLOWS:
(i) FOR INFRINGEMENT--THE REMEDY SET FORTH IN THE "INFRINGEMENT"
SECTION;
(ii) FOR THE NON-PERFORMANCE OF PRODUCTS, SOFTWARE, AND SERVICES
DURING THE WARRANTY PERIOD--THE REMEDY SET FORTH IN THE
APPLICABLE "WARRANTY" SECTION;;
(iii) FOR TANGIBLE PROPERTY DAMAGE AND PERSONAL INJURY CAUSED BY
SELLER'S NEGLIGENCE OR INTENTIONAL ACTS--IF APPLICABLE, THE
REMEDY SET FORTH IN SECTION 1.15(F), OR THE AMOUNT OF THE
PROVEN DIRECT DAMAGES; AND
(iv) SUBJECT TO THE TERMS OF SECTION 1.16(D) BELOW, FOR EVERYTHING
OTHER THAN AS SET FORTH ABOVE--THE AMOUNT OF THE PROVEN DIRECT
DAMAGES, NOT TO EXCEED THE TOTAL OF ALL AMOUNTS PAID TO SELLER
PURSUANT TO THIS AGREEMENT, UP TO TEN MILLION DOLLARS
($10,000,000), INCLUDING AWARDED COUNSEL FEES AND COSTS.
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(b) SUBJECT TO THE TERMS OF SECTION 1.16(d) BELOW, NEITHER PARTY NOR THEIR
RESPECTIVE AFFILIATES, EMPLOYEES, AGENTS AND SUPPLIERS SHALL BE LIABLE
FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS,
REVENUES OR SAVINGS ARISING OUT OF THIS AGREEMENT, OR THE USE OR
PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN
AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING
NEGLIGENCE, OR STRICT LIABILITY. THIS SECTION, 1.16(b) SHALL SURVIVE
FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY.
(c) EACH PARTY SHALL GIVE THE OTHER PROMPT WRITTEN NOTICE OF ANY CLAIM. ANY
ACTION OR PROCEEDING AGAINST A PARTY MUST BE BROUGHT WITHIN TWENTY-FOUR
(24) MONTHS AFTER THE CAUSE OF ACTION BECOMES KNOWN.
(d) Notwithstanding anything contained herein to the contrary, the
limitation of liability provisions set forth in this SECTION 1.16 shall
not apply to Seller's indemnification obligations under this Agreement.
1.17 USE OF INFORMATION:
All technical and business information in whatever form recorded which bears a
legend or notice restricting its use, copying, or dissemination or, if not in
tangible form, is described as being proprietary or confidential at the time of
disclosure and is subsequently summarized in a writing so marked and delivered
to the receiving party within thirty (30) days of disclosure to the receiving
party (all hereinafter designated "INFORMATION") shall remain the property of
the furnishing party. The furnishing party grants the receiving party the right
to use such Information only for purposes expressly permitted in this section.
Such Information: (a) shall not be reproduced or copied, in whole or part,
except for use as authorized in this Agreement; and (b) shall, together with any
full or partial copies thereof, be returned or destroyed when no longer needed.
Moreover, when Seller is the receiving party, Seller shall use such Information
only for the purpose of performing under this Agreement, and when Customer is
the receiving party, Customer shall use such Information only (c) to order; (d)
to evaluate Seller's Products, Licensed Materials and Services; or (e) to
install, operate and maintain the particular Products and Licensed Materials for
which it was originally furnished. Unless the furnishing party consents in
writing, such Information, except for that part, if any, which is known to the
receiving party free of any confidential obligation, or which becomes generally
known to the public through acts not attributable to the receiving party, shall
be held in confidence by the receiving party. If Customer wants to disclose any
of such Information to a third party other than direct competitors, Lucent
agrees that it will negotiate in good faith with such third party the terms of a
non-disclosure agreement; provided, however, that Lucent agrees that Intertech
Management Group, Inc. shall have the right to have access to Lucent
Information. The receiving party may disclose such Information to other persons,
upon the furnishing party's prior written authorization, but solely to perform
acts which this section expressly authorizes the receiving party to perform
itself and further provided such other person agrees in writing (a
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copy of which writing will be provided to the furnishing party at its request)
to the same conditions respecting use of Information contained in this section
and to any other reasonable conditions requested by the furnishing party.
1.18 DOCUMENTATION:
Seller shall furnish to Customer, at no additional charge, one (1) copy of the
documentation for Products and/or one (1) copy of the Related Documentation for
Software licensed to Customer. Such documentation shall be that which is
customarily provided by Seller to its Customers at no additional charge. Such
documentation shall be sufficient to enable Customer to operate and maintain
such Products and Software in accordance with Seller's Specifications. Such
documentation shall be provided either prior to, included with, or shortly after
shipment of Products and/or Software from Seller to Customer. Additional copies
of such documentation are available at prices set forth in Seller's Customer
Price Lists.
1.19 5ESS(R) DOCUMENTATION:
Seller will provide to Customer at no charge one (1) copy each of the most
recent text and drawing CD-ROM or one (1) login to the 5ESS(R) Switch
Specifications Dial-Up Service for each new host/standalone switch site. No
documentation will be provided to RSMs (Remote Site Module) or ORMs (Optical
Remote Module). In addition, Seller will provide updates at no charge to the
host/standalone site for a period of two (2) years following switch Turnover.
After the initial two (2) year update period, Customer may purchase an update
subscription at the standard subscription rate.
1.20 NOTICES:
(a) Any notice, demand or other communication (other than an order)
required, or which may be given, under this Agreement shall, unless
specifically otherwise provided in this Agreement, be in writing and
shall be given or made by nationally recognized overnight courier
service, confirmed facsimile, or certified mail, return receipt
requested, and shall be addressed to the respective parties as follows:
If to Seller:
Lucent Technologies Inc.
Global Commercial Markets
5440 Millstream Road, E2N32
I-85 & Mt. Hope Xxxxxx Xxxx
Xx Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Contract Manager
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If to Customer:
Allegiance Telecom, Inc.
0000 Xxxxxxxx Xxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Chief Executive Officer
(b) Any such notice shall be effective upon receipt. Each party may change
its designated representative who is to receive communications and
notices and/or the applicable address for such communications and
notices by giving notice thereof to the other party as provided herein.
1.21 FORCE MAJEURE:
Except for payment obligations, neither party shall be held responsible for any
delay or failure in performance to the extent that such delay or failure is
caused by fires, embargoes, explosions, earthquakes, floods, wars, water, the
elements, government requirements, civil or military authorities, acts of God or
by the public enemy, inability to secure raw materials or transportation
facilities, acts or omissions of carriers or suppliers, or other causes beyond
its reasonable control. Each party agrees that it will cooperate in all
reasonable respects with the other upon the occurrence of a force majeure event,
it being acknowledged by the parties that continued performance hereunder is
critical. If, notwithstanding such efforts, any of the above-enumerated
circumstances prevent, hinder or delay performance of either party's obligations
hereunder for more than forty-five (45) calendar days, the party not prevented
from performing may, at its option, terminate the affected order(s) without
liability or penalty as of a date specified by such party in a written notice of
termination to the other party.
1.22 ASSIGNMENT:
Except as provided in this section, neither party shall assign this Agreement or
any right or interest under this Agreement, nor subcontract or delegate any work
or obligation to be performed under this Agreement (an "ASSIGNMENT") without the
other party's prior written consent. Any attempted assignment in contravention
of the foregoing shall be void and ineffective. Notwithstanding the foregoing,
each party shall have the right to assign this Agreement and to assign its
rights and delegate its duties under this Agreement, in whole or in part, at any
time upon notice to the other party, to any present or future "AFFILIATE" of the
party or to any combination of Affiliates, provided the assignor remains
responsible for the assignee's obligations, the assignee acknowledges to the
non-assigning party its obligations under the Agreement, and such assignee is
not engaged in the manufacture of telecommunications equipment in direct
competition with Seller. Such assignment or delegation shall release the
assigning party from any further obligation or liability thereon. For the
purposes of this section, the term "AGREEMENT" includes this Agreement, any
executed Statement of Work, any subordinate agreement placed under this
Agreement and any order placed under this Agreement or subordinate agreement.
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1.23 TERMINATION OF AGREEMENT FOR BREACH:
The parties acknowledge and agree that a material breach or default of the terms
of this Agreement shall have occurred in the event: (a) Seller fails to achieve
Turnover or the Delivery Date for a Product, as applicable, in accordance with
the Standard Order Interval for such Product; provided, however, that Seller
shall have a cumulative grace period of forty-five (45) calendar days during the
Exclusivity Period to achieve all Delivery Dates and Turnover dates occurring
during the Exclusivity Period in accordance with the Standard Order Intervals,
and provided further that Seller shall not be held responsible for any
Customer-caused delays; and (b) any Product fails to achieve Acceptance as set
forth in SECTION 1.37. In the event either party is in material breach or
default of the terms of this Agreement (excluding SUBSECTIONS (A) and (B) of
this SECTION 1.23) and such breach or default continues for a period of thirty
(30) days after the receipt of written notice from the other party, then the
party not in breach or default shall have the right to terminate this Agreement
and/or the applicable order(s) without any charge, obligation or liability
except for Products or Licensed Materials already delivered and Services already
performed. In addition to the foregoing, upon a material breach of this
Agreement by or with respect to Seller (including, without limitation, a
material breach under SUBSECTION (a) or (b) of this SECTION 1.23), Customer
shall have the right to terminate the exclusivity requirement set forth in
SECTION A-1.3 of the Addendum. The party not in breach or default shall provide
full cooperation to the other party in every reasonable way to facilitate the
remedy of the breach or default hereunder within the applicable cure period.
Notwithstanding the foregoing, but excluding the events set forth in SUBSECTIONS
(a) and (b) of this SECTION 1.23, if the nature of the material breach or
default is such that it is not a payment obligation and it is incapable of cure
within the foregoing thirty (30) day period, then the thirty (30) day cure
period may be extended for a reasonable period of time (in no event to exceed an
additional thirty (30) days), provided that the party in breach or default is
proceeding diligently and in good faith to effectuate a cure.
1.24 NON-SOLICITATION:
During the term of this Agreement and for a period of one (1) year from the
termination of this Agreement or a Statement of Work, the parties agree not to
solicit for employment or a consulting relationship with any employee,
subcontractor or consultant of the other party who is directly and actively
involved with the delivery of Services under this Agreement, except upon the
prior written consent of the affected party.
1.25 INDEPENDENT CONTRACTOR:
All work performed by either party under this Agreement shall be performed as an
independent contractor and not as an agent of the other, and no persons
furnished by the performing party shall be considered the employees or agents of
the other.
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1.26 RELEASES VOID:
Neither party shall require releases or waivers of any personal rights from
representatives or employees of the other in connection with visits to its
premises, nor shall such parties plead such releases or waivers in any action or
proceeding.
1.27 PUBLICITY:
Neither party shall issue or release for publication any articles, advertising,
or publicity material relating to Products, Licensed Materials, or Services
under this Agreement or mentioning or implying the name, trademarks, logos,
trade name, service xxxx or other company identification of the other party or
any of its Affiliates or any of its personnel without the prior written consent
of the other party.
1.28 CONFIDENTIALITY OF AGREEMENT:
Notwithstanding the obligations contained in SECTION 1.17 (Use of Information)
of this Agreement, the parties shall keep all provisions of this Agreement and
any order submitted hereunder (including, without limitation, prices and pricing
related information) confidential except as reasonably necessary for performance
by the parties hereunder and except to the extent disclosure may be required by
applicable laws or regulations, in which latter case, the party required to make
such disclosure shall promptly inform the other prior to such disclosure in
sufficient time to enable such other party to make known any objections it may
have to such disclosure. The disclosing party shall take all reasonable steps
and exercise all reasonable efforts to secure a protective order, seek
confidential treatment, or otherwise assure that this Agreement and/or any order
will be withheld from the public record.
1.29 AMENDMENTS:
Any supplement, modification or waiver of any provision of this Agreement must
be in writing and signed by authorized representatives of both parties.
1.30 SEVERABILITY:
If any portion of this Agreement is found to be invalid or unenforceable, the
parties agree that the remaining portions shall remain in effect. The parties
further agree that in the event such invalid or unenforceable portion is an
essential part of this Agreement, they will immediately begin negotiations for a
replacement.
1.31 WAIVER:
If either party fails to enforce any right or remedy available under this
Agreement, that failure shall not be construed as a waiver of any right or
remedy with respect to any other breach or failure by the other party.
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1.32 SURVIVAL:
The rights and obligations of the parties which by their nature would continue
beyond the termination cancellation, or expiration of this Agreement, shall
survive such termination, cancellation or expiration including, without
limitation: (a) any of Seller's then-unexpired warranty obligations; (b) the
confidentiality obligations set forth in SECTION 1.28; (c) the indemnification
obligations set forth in SECTION 1.15; and (d) Seller's obligation to provide
support and maintenance services for a Product for a period of three (3) years
following expiration of the Standard Order Interval for such Product, as further
described in the Addendum.
1.33 SECTION HEADINGS:
The section headings in this Agreement are inserted for convenience only and are
not intended to affect the meaning or interpretation of this Agreement.
1.34 CHOICE OF LAW:
The construction and interpretation of, and the rights and obligations of the
parties pursuant to this Agreement, shall be governed by the laws of the State
of Illinois without regard to its conflict of laws provisions.
1.35 FINANCING COMPANY:
Seller acknowledges that Customer intends to obtain from a third-party financing
company ("FINANCING COMPANY") acquisition financing for some or all of the
Products acquired by Customer from Seller under this Agreement. In the event
Customer fails to obtain third party financing prior to the shipment date of the
first 5ESS(R)-2000 Switch, Customer shall have the right to terminate the
exclusivity commitment under SECTION A-1.3, Addendum, in which instance: (a) the
discounts set forth in SECTION A-1.5, Addendum, shall automatically terminate;
and (b) Customer shall have the right to cancel any outstanding purchase orders
and, upon such cancellation, Customer shall receive a refund on all monies paid
to Seller with respect to such cancelled purchase order(s) less engineering
costs specified in the purchase order(s) that are actually incurred.
1.36 BENEFITS OF AGREEMENT:
Provided: (a) Customer guarantees an Affiliate's obligations; (b) the Affiliate
acknowledges to Seller its obligations under this Agreement; and (c) the
Affiliate is not engaged in the manufacture of telecommunications equipment in
direct competition with Seller, Seller agrees that such Affiliate of Customer
shall have the right to acquire and/or license Products and Licensed Materials
from Seller in accordance with the terms set forth in this Agreement, including
the Addendum.
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1.37 TESTING AND ACCEPTANCE:
The testing procedures described in this SECTION 1.37 shall apply to all switch
Products acquired by Customer.
(a) PRE-TURNOVER TESTING. Upon completion of all installation activities
relating to a Product, Seller shall test the Product as provided in
this SECTION 1.37 to ensure that the Product operates in accordance
with the applicable Specifications. Pre-Turnover testing for each
Product shall consist of testing the Product components on a unit and
integrated basis to ensure that all Product components operate in
accordance with the applicable Specifications ("OPERATIONS TESTING").
(b) TURNOVER. In the event defects are discovered as a result of
pre-Turnover testing, Seller promptly shall correct such defects. When
all such defects have been corrected by Seller so that the Product
operates in accordance with the applicable Specifications, Seller shall
give Customer written notice that Turnover has occurred and the Product
shall thereafter be available for post-Turnover testing by Customer in
accordance with the terms of SUBSECTION (C) below.
(c) POST-TURNOVER TESTING. Customer or Customer's designated representative
shall have a period of sixty (60) calendar days commencing on Turnover
to conduct Seller-specified testing procedures: (i) Operations Testing;
(ii) testing of the information, data and signaling flows to and from
the Product and Customer's existing systems ("SYSTEM TESTING"); and
(iii) testing the Product for the transmission, processing and
switching of high-volume operational data in a production-simulated
environment. Seller promptly shall correct any defects identified by
Customer during such sixty (60) calendar day period.
(d) SWITCH PRODUCT ACCEPTANCE. "ACCEPTANCE" of a Switch Product shall occur
only when Customer notifies Seller in writing that: (i) Cutover has
occurred; and (ii) Seller has provided to Customer all deliverables
relating to that Product in accordance with the terms of this Agreement
and the applicable order. In the event Acceptance is not achieved
within ninety (90) calendar days following commencement of the
applicable post-Turnover testing period, Customer shall have the right
to: (iii) continue testing the Product in accordance with the terms of
this SECTION 1.37; or (iv) declare a material breach of this Agreement
and, at its option, seek the rights and remedies available to it under
SECTION 1.23.
(e) ACCEPTANCE OF NON-SWITCH PRODUCTS. Acceptance of non-switch Products
shall occur upon the Delivery Date of such Product.
1.38 INSURANCE:
Seller shall maintain in effect at all times during the term of this Agreement
insurance with a carrier with an A.M. Best rating of A-(XII) or better. Such
insurance shall include, without limitation, worker's compensation in statutory
amounts, comprehensive general liability
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(including products/completed operations coverage) and automobile insurance in
amounts not less than Two and One-Half Million Dollars ($2,500,000) per
occurrence and Five Million Dollars ($5,000,000) annual aggregate for all claims
against all losses, claims, demands, proceedings, damages, costs, charges and
expenses for injuries or damage to any person or property arising out of or in
connection with this Agreement that are the result of the fault of Seller or its
employees, agents or subcontractors and shall designate Customer and its
Affiliates as "additional insureds." On or before the Effective Date and
thereafter upon Customer's reasonable request, Seller shall provide Customer
with a certificate of insurance evidencing such coverage, which shall also state
that Customer shall be provided a minimum of thirty (30) calendar days' prior
written notice of any proposed cancellation, expiration without renewal or
proposed change in carriers or coverage.
1.39 SUPPORT AND MAINTENANCE:
During the Term, Seller shall make available to Customer support and maintenance
services in accordance with Seller's standard operating practices and procedures
including, without limitation, providing to Customer, at no additional cost,
Class A change notices.
2. ARTICLE II
PROVISIONS APPLICABLE TO LICENSED MATERIALS
2.1 LICENSE FOR LICENSED MATERIALS:
(a) Upon delivery of Licensed Materials pursuant to this Agreement, Seller
grants to Customer a perpetual, nontransferable (except as provided in
SECTION 1.22), and nonexclusive license to Use Software that
constitutes Licensed Materials on a Designated Processor in the United
States for its own business operations. No license is granted to
Customer to Use the Licensed Materials outside the United States or to
sublicense such Licensed Materials furnished by Seller. Customer shall
not reverse engineer, decompile or disassemble Software furnished as
object code to generate corresponding Source Code. Unless otherwise
agreed in writing by Seller, Customer shall not modify Software
furnished by Seller under this Agreement. If the Designated Processor
becomes temporarily inoperative, Customer shall have the right to Use
Software that constitutes the Licensed Materials temporarily on a
backup processor until operable status is restored and processing on
the backup processor is completed.
(b) Customer shall not copy Software embodied in Firmware. Except as
otherwise permitted under this Agreement, Customer shall not make any
copies of any other Licensed Materials except as necessary in
connection with the rights granted hereunder. Customer shall reproduce
and include any Seller copyright and proprietary notice on all such
necessary copies of the Licensed Materials. Customer shall also xxxx
all media containing such copies with a warning that the Licensed
Materials are subject to restrictions contained in an agreement between
Seller and Customer and that such Licensed Materials are the property
of Seller. Customer shall maintain records of the number and location
of all copies of the Licensed Materials. Customer shall take
appropriate action,
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by instruction, agreement, or otherwise, with the persons permitted
access to the Licensed Materials so as to enable Customer to satisfy
its obligations under this Agreement. If Customer's license is canceled
or terminated, or when the Licensed Materials are no longer needed by
Customer, Customer shall return all copies of such Licensed Materials
to Seller or follow written disposition instructions provided by
Seller.
2.2 CHANGES IN LICENSED MATERIALS:
Prior to shipment, Seller at its option may at any time modify the
Specifications relating to its Licensed Materials, provided the modifications,
under normal and proper Use, do not adversely affect the Use, function, or
performance of the ordered Licensed Materials, as determined by Customer in its
reasonable discretion. Unless otherwise agreed in writing, such substitution
shall not result in any additional charges to Customer with respect to licenses
for which Seller has quoted fees to Customer.
2.3 CANCELLATION OF LICENSE:
Notwithstanding any other section in this Agreement to the contrary, if Customer
fails to comply with any of the material terms and conditions of this Agreement
with respect to the Use of Licensed Materials, and such failure is not corrected
within thirty (30) days of receipt of written notice thereof by Customer,
Seller, upon written notice to Customer, may cancel any affected license for
Licensed Materials without further notification.
2.4 OPTIONAL SOFTWARE FEATURES:
Software provided to Customer under this Agreement may contain optional features
which are separately licensed and priced. Except for the RTU features described
in SECTION A-1.11 of the Addendum, for which prior authorization is not
required, customer understands and agrees that such optional features will not
be activated without written authorization from Seller and Customer's payment of
the appropriate license fees. If, in spite of Customer's best efforts to comply
with this restriction, such features are activated, Customer agrees to so notify
Seller within five (5) business days from the date of Customer's knowledge that
such features were activated and to pay Seller the current license fees charged
by Seller for the activated features, as well as the reasonable cost of money
for the period in which such features were activated.
2.5 ADDITIONAL RIGHTS IN LICENSED MATERIALS:
(a) Upon thirty (30) days advance written notice, Customer may relocate the
Software permanently to a new processor of Customer. This new processor
shall then become the Designated Processor in lieu of the former
Designated Processor.
(b) Customer may make and retain an archival copy of the Software for as
long as such Software is relevant to Customer's operations.
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2.6 INSTALLATION OF SOFTWARE:
(a) Where Customer is responsible for Software installation, Seller's sole
responsibility is to deliver the Software to Customer on or before the
scheduled Delivery Date agreed to by Seller. However, if the order
specifies that Seller is responsible for such installation, Seller
shall deliver the Software to Customer in sufficient time for it to be
installed on or before the scheduled Installation Complete Date agreed
to by Seller, and Seller shall complete its installation and associated
testing on or before such date.
(b) Where Customer has assumed responsibility for the installation of newly
licensed Software and in the event that Customer encounters
installation difficulties, at Customer's request, Seller will, at the
Service Rate, provide technical assistance.
2.7 MODIFICATIONS BY CUSTOMER TO USER CONTROLLED MODULES:
Customer may add to, delete from, or modify user-controlled Software modules or
menus as contemplated in the Seller's Related Documentation. Such changes or
modifications, however extensive, shall not affect Seller's title to the
licensed Software. Seller shall have no liability for Customer's errors in
making such changes or modifications.
2.8 ADDITIONAL SOFTWARE RIGHTS FOR 5ESS(R) SWITCH LICENSED MATERIALS:
The following provisions also apply to the granting of licenses by Seller to
Customer for 5ESS(R) Switch Licensed Materials.
(a) Customer may transfer its right-to-use 5ESS(R) Switch Software
furnished under this Agreement without the payment of an additional
right-to-use fee by transferee, except where size-sensitive units are a
factor. Such transfer can be made to an end user for their own internal
use and only under the following conditions:
(i) Such software shall be used only within the United States;
however, Seller will not unreasonably withhold its consent to
Use outside the United States provided that, in the sole
opinion of Seller, the proprietary information associated with
the Use can be adequately protected and any other reasonable
concerns of Seller are adequately addressed;
(ii) Except as otherwise provided in the Agreement, the right to
use such Software may be transferred only together with the
5ESS(R) Switch Product with which Customer has a right to use
such Software, and such right to use the Software shall
continue to be limited to Use with such Product;
(iii) Before any such Software shall be transferred, Customer shall
notify Seller of such transfer and the transferee shall have
agreed in writing (a copy of which will be provided to Seller
at its request) to keep such Software in confidence and to
comply with corresponding conditions respecting Use of
Licensed Materials as those imposed on Customer; and
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(iv) Within the United States, the transferee shall have the same
right to Software warranty or Software maintenance for such
Software as Customer, provided the transferee continues to pay
the fees, if any, associated with such Software or Software
maintenance.
(v) In no event shall such transfer be made to any competitor of
Seller who is in the business of manufacturing comparable
systems or to any other party who presents a competitive or
strategic conflict to Seller.
(b) Upon advance written notice to Seller, Customer may remove 5ESS(R)
Switch Software or optional feature packages, which Customer has the
right to Use under this Agreement from one Customer-owned 5ESS(R)
Switch Product and relocate them to another Customer-owned 5ESS(R)
Switch Product. Customer shall not be required to pay additional
right-to-use fees as a result of such relocation, except where size
sensitive units are a factor. Seller may charge Customer for services
requested by Customer in support of such relocation. Such Software
shall not be used or transferred to Customer's Affiliate that is a
manufacturer of telecommunication products in direct competition with
Seller.
(c) If Seller ceases to maintain a standard, supported version of Software
for the 5ESS(R) Switch Product furnished pursuant to this Agreement,
and these support services are not available from another entity
(either working with or independently from Seller), then Seller shall
furnish Customer, under a confidentiality agreement reasonably
acceptable to Seller, Seller's then-existing Software Source Code,
Software development programs, and associated documentation for such
standard version to the extent necessary for Customer to maintain and
enhance for its own use the standard version of that Software which it
has the right to use under this Agreement.
3. ARTICLE III
PROVISIONS APPLICABLE TO ENGINEERING,
INSTALLATION AND OTHER SERVICES
GENERAL: The provisions of this ARTICLE III shall apply to the Services ordered
by Customer and furnished by Seller under this Agreement.
3.1 SITE REQUIREMENTS:
(a) Customer is solely responsible for ensuring that the installation site
is compliant with any site requirements identified by Seller for the
installation and/or operation of any Products, Licensed Materials, or
Services furnished by Seller under this Agreement. Such site
requirements shall include, without limitation, those site requirements
set forth in this SECTION 3.1 below. Seller agrees to cooperate with
Customer to ensure compliance with all site requirements, provided that
such cooperation shall not require Seller to incur any out-of-pocket
costs unless the parties expressly agree otherwise in writing.
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(b) Customer shall be solely responsible for ensuring that the installation
site complies with all applicable laws, orders, and regulations of
federal, state and local governmental entities including, without
limitation, those relating to environmental conditions.
(c) Notwithstanding anything contained in this Agreement to the contrary,
Seller shall have no liability to Customer, its employees, agents, and
customers for any delay by Seller in completion of any installation or
other Service to be provided by Seller under this Agreement if such
delay is attributable to the failure by Customer to comply with any
site requirements or to provide any other items which are the
responsibility of Customer under this ARTICLE III.
(d) The site requirements which are solely the Customer's responsibility
shall include but are not limited to the following:
(i) Participate in a joint site survey with Seller
(ii) Interior space clears ten feet (10') from floor to bottom of
lowest obstruction
(iii) Floor loading (minimum requirements) structural analysis
always required
(iv) Power room 150 lb. per sq. ft
(v) Switch room 100 lb. per sq. ft.
(vi) Floor thickness: in accordance with local seismic requirements
for the equipment
(vii) Conduit access to all floors in building
(viii) Local exchange carrier cable available
(ix) Commercial electrical current
(x) Existing building grounding is 5 ohm or less metered
(xi) Battery room ventilation in accordance with local requirements
(xii) Fire suppression system
(xiii) Freight access for a 48' trailer off loading equipment.
3.2 ADDITIONAL ITEMS TO BE PROVIDED BY CUSTOMER:
(a) Customer will also be responsible for furnishing the items described in
this SECTION 3.2 as required by the conditions of the particular
installation or other on-site Service at no cost to Seller and such
items are not included in Seller's price for the Services. Seller shall
have the right to invoice Customer for any costs or expenses incurred
by Seller as a result of Customer's failure to provide any of these
items described in this SECTION 3.2 and all such invoices shall be paid
by Customer in accordance with this Agreement; provided, however, that
Seller shall only be entitled to invoice Customer for such items if
such items previously were identified in writing as part of the site
survey to be conducted by the parties in accordance with the
requirements set forth in SECTION 3.3.2(A).
(i) Access to Building and Work Site: Customer shall provide
employees of Seller and its subcontractors free access to
premises and facilities at all hours during the scheduled
Service or at such other times as are requested by Seller.
Customer shall obtain for Seller's employees and its
subcontractors' employees any identification and clearance
credentials which are necessary to enable Seller and its
subcontractors to have access to the work site.
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(ii) Site Coordination: At Seller's request Customer shall
coordinate with Customer's subcontractors, property managers,
Regional Xxxx Operating Company, Local Exchange Carrier and
any other parties and tenants having rights to the work site
or whose participation is necessary in order for Seller to
perform the applicable Services.
(iii) Environmental Conditions: Prior to the Services start date,
Customer shall ensure that the premises will be dry and free
from dust and Hazardous Materials, including but not limited
to asbestos, and that the premises are in such condition as
not to be injurious to Seller's or its subcontractors'
employees or to the Products and Licensed Materials to be
installed. Prior to Services start date and during the
performance of the Services, Customer shall, if requested by
Seller, provide Seller with sufficient data to assist Seller
and its subcontractors in evaluating the environmental
conditions at the work site (including without limitation, the
presence of Hazardous Materials). The price quoted by Seller
for Services does not include the cost of removal or disposal
of the Hazardous Materials from the work site. Customer is
responsible for the removal and disposal in accordance with
applicable laws, rules and regulation of the Hazardous
Materials, including but not limited to asbestos, prior to
commencement of Services.
(iv) Sensitive Equipment: Prior to the Services start date,
Customer shall inform Seller of the presence of any sensitive
equipment at the work site (e.g., equipment sensitive to
static electricity or light).
(v) Repairs to Buildings: Prior to the Services start date,
Customer shall make such alterations and repairs to the work
site as are necessary for proper installation of Products and
Licensed Materials.
(vi) Building Readiness: Prior to the Services start date, Customer
shall provide extraordinary hauling and hoisting services such
as rigging or crane services, if applicable, and shall arrange
for traffic control, if necessary for the delivery of
Products.
(vii) Openings in Buildings: Customer shall furnish suitable
openings in buildings, including, without limitation,
elevators and windows as needed to allow Products to be placed
in position, and shall provide necessary openings and ducts
for cable and conductors in floors and walls as designated on
engineering drawings furnished by Seller. Customer shall
fireproof (with steel covers and as otherwise required by
applicable laws, rules, regulations, and codes) all unopened
paths throughout such buildings.
(viii) Surveys: Prior to the Services start date, Customer shall
provide to Seller (and, if requested by Seller, to Seller's
subcontractors) surveys (describing the physical
characteristics, legal limitations, and utility locations for
the work site) and a legal description of the site.
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(ix) Electrical Current, Heat, Light, and Water: Customer shall, in
amounts no less than that ordinarily furnished for similar
purposes in a working office, provide electric power, run all
leads to Seller's power board; provide temperature control and
general illumination (regular and emergency) in rooms in which
Services are to be performed or Products stored, provide exit
lights; and provide water and other necessary utilities for
the proper execution of Services.
(x) Building Evacuation: Prior to the Services start date,
Customer shall provide building evacuation plans in case of a
fire or other emergency.
(xi) Material Furnished by Customer: Unless expressly stated to the
contrary, Seller's prices do not include costs for any
Customer furnished material nor do they include any Seller
charges for engineering, installation, modification, or repair
Services to Customer furnished material. New or used material
furnished by Customer shall be in such condition that it
requires no repair and no adjustment or test effort in excess
of that normal for new equipment. Customer assumes all
responsibility for the proper functioning of such material.
Customer shall also provide the necessary technical assistance
and information for Seller to properly install such material.
(xii) Floor Space and Storage Facilities: Customer shall provide,
for the duration of Services, suitable and easily accessible
floor space and storage facilities to permit storing of
Products and other material, tools and other property of
Seller and its subcontractors in close proximity to where they
will be used. Where the Services are to be performed outside
of a building or in a building under construction, Customer
shall, in addition to the above requirements, permit or secure
any necessary permission for Seller and its subcontractors to
maintain at the work site, storage facilities for Products,
material, tools, and equipment needed to complete the
Services. As appropriate Customer shall provide Seller's and
its subcontractors' personnel access to toilet facilities.
(xiii) Easements, Permits, and Rights of Way: Customer shall secure
prior to the Services start date and shall maintain for the
duration of the Services all rights-of-way, easements,
licenses, and permits and such other rights and approvals as
are necessary to enable Seller to perform the Services
including, without limitation, all construction and building
permits for work to be performed at the work site and other
areas ancillary to the work site such as sidewalks, streets,
alleys, and highways.
(xiv) Security Service: Customer shall provide such levels of
security as are necessary to prevent admission of unauthorized
persons to building and other areas where installation
Services are performed and to prevent unauthorized removal of
the Products and other materials. Seller will inform Customer
as to which storage facilities at the work site Seller will
keep locked. Such storage facilities will remain closed to
Customer's building surveillance.
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(xv) Access to Existing Equipment: Customer shall permit Seller
reasonable use of such portions of the existing equipment as
are necessary for the proper completion of such tests as
require coordination with existing equipment. Such use shall
not interfere with Customer's normal maintenance of equipment.
(xvi) Grounds: Customer shall provide access to suitable and
isolated building ground as required for Seller's standard
grounding of equipment. Where installation is performed
outside or in a building under construction, Customer shall
also furnish lightning protection ground.
(xvii) Requirements for Customer Designed Circuits: Customer shall
furnish information covering the proper test and readjust
requirements for apparatus and shall furnish requirements for
circuit performance associated with circuits designed by
Customer or standard circuits modified by Customer's drawings
such as alarm and environmental circuits.
(xviii) Cross-Connecting Main Distributing Frames and Installing Heat
Coils: Customer shall install such cross-connections and heat
coils as are necessary in connection with the Services.
(xix) Clearing Equipment for Modifications: Customer shall remove
cross-connections, transfer service on trunks and sundry
working equipment, and make other arrangements required to
permit Seller to modify existing equipment.
(b) In the event the joint site survey conducted by the parties pursuant to
SECTION 3.3.2(A) determines that the necessary requirements are not met
at the commencement of the installation of the Products and the
Customer needs to arrange for alterations and/or repairs, the order
will be placed on hold until such time as requirements are met. During
such interval, Seller reserves the right to determine any schedule and
price impacts or, to treat such Product as Xxxx and Hold.
3.3 ITEMS TO BE FURNISHED BY SELLER:
3.3.1 ENGINEERING:
(a) General Review: Seller will review the following items as Seller deems
appropriate; switching Products (Products and Software); transmission
Products (Products and Software); power/energy equipment hardware;
engineering drawings; site survey; grounding of the switch; appliance
outlets; front and rear aisle lighting as required; timing cables;
distributing frame engineering and equipment; cable rack and hardware;
stanchions; end guards auxiliary framing; existing cable holes; fiber
cable protection systems.
(b) Needs Analysis: Seller will perform a needs analysis of the Telephone
Equipment Order (TEO) and Customer's specified requirements to
determine the equipment solution that meets those requirements.
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(c) Records: Upon the Installation Complete Date, Seller will turn over to
Customer a complete set of records. Such records include but are not
limited to wiring lists, front equipment drawings, assignment drawings,
and interface schematics.
3.3.2 INSTALLATION:
(a) Site Survey: Prior to the commencement of installation Services, Seller
and Customer will perform a joint site survey to determine whether the
installation site meets the site requirements referenced in SECTION 3.1
and whether Customer has provided the items in SECTION 3.2. Should
Seller determine that the site does not comply with such site
requirements or that Customer has not provided any item required under
SECTION 3.2, Seller shall specify such deficiencies to Customer in
writing. Seller and Customer shall jointly agree on a course of action
to correct such deficiencies prior to the start of installation
Services. During the joint site survey, Seller and Customer shall also
jointly agree upon the layouts and arrangements for the Products and
Licensed Materials to be installed. Upon the start of installation all
changes shall be subject to additional charges.
(b) Method of Procedure: Seller shall prepare a detailed method of
procedure ("MOP") and review with Customer before starting work.
Customer shall review the MOP prepared by Seller and shall give Seller
written acceptance of the MOP by signing a copy thereof prior to the
Services start date. Any changes to the MOP requested by Customer shall
be agreed upon subject to the Change Order process.
The MOP shall contain the following details:
(i) A concise statement that covers the installation Services to
be performed including the equipment that will be affected and
the hours that such Services are to be performed;
(ii) Specific responsibilities of Seller and Customer;
(iii) Service protection procedures that include general service
protection rules and special service precautions for the
specific project;
(iv) A time and release schedule of the work operations involving
working equipment and/or circuits in service;
(v) A method of identifying equipment and cabling to ensure that
the circuits are "cleared" before start of work;
(vi) A detailed account of the work operations that the installer
will follow;
(vii) The methodology to be used to halt installation Services if
trouble occurs and a general procedure to correct/resume work
operations;
(viii) Provide environmental safety concerns, if applicable; (ix)
Obtain Customer signature.
(c) Warehousing, Delivery, Receipt & On-site Storage of Equipment, and
General Cleaning: Seller will stage the delivery of Products. Seller's
personnel will be on-site at the time the Products are delivered. Such
personnel will accept the Products, unpack for inventory purposes and
inspect such Products for damage. Seller promptly will resolve all
shipping errors inventory discrepancies and damage issues. This
function shall be performed
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in an area previously designated for the storage and unpacking of
equipment and Product(s). Such area will be selected based on a
location that minimizes movement of material and personnel through the
work site. In the event storage is limited or inadequate temporary
storage facilities such as trailers or containers may be required. Any
fees associated with the procurement of temporary storage facilities
are not included in Seller's quoted prices and shall be solely the
responsibility of Customer. Materials such as plywood or masonite will
be utilized as necessary, to prevent cable reels, iron work and other
heavy objects from damaging floors, walls and doors. Seller shall
perform general cleaning of the equipment and storage areas (e.g.
clearing floors of debris, packing material, etc.) on a regular basis
throughout the installation period. Rubbish shall be disposed of at
Seller's expense and in compliance with local requirements.
(d) Hardware Assembly: Hardware assemblies and overhead cable rack, iron
work and conduit (collectively "Components") will be delivered for
specific bays and cabinets as identified in the firm price quote
provided or in the applicable Statement of Work. Unless included in the
SOW, additions of these components to provide access to other locations
(i.e. power rooms, computer rooms, distributing frames not located with
Products, or Products located on separate floors) will be specifically
excluded from the installation Services. Such additions will only be
included in the installation Services for an additional charge. Seller
will place and secure all ordered Products in the location specified in
the engineering specifications. Such activity includes but is not
limited to:
(i) Xxxx and drill floors
(ii) Assemble and place floor-mounted Products
(iii) Assemble distribution frames
(iv) Erect frames
(v) Align and junction frames
(vi) Install end guards and covers
(vii) Assemble and install fiber protection ductwork
(viii) Mount units and apparatus
(ix) Place batteries
(x) Seller will also erect supporting hardware compatible with
purchased Products. Such activity includes but is not limited
to:
(xi) Fabricate and install cable racks, bars, rod or stations as
identified in the applicable Statement of Work
(xii) Erect ladder rack and ladders
(xiii) Open and close existing cable holes and slots. Any new cable
to facilitate Products designs the responsibility of the
Customer
(xiv) Fabricate and install framing aisle lighting conduit and
fittings
(xv) In addition, Seller will place and designate connecting
appliances (MDF terminal blocks, DSX panels, etc.) provided
with order, such as but not limited to:
(xvi) Stamp and/or affix aisle, shelf and unit designations
(xvii) Mount and stencil terminal strips
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(xviii) Seller will also extend lighting, A/C circuits and grounding
to include added Products if Products is ordered in job
specification. Such activities include but are not limited to:
(xix) Assemble and install lighting fixtures (xx) Install switches
and receptacles
(e) Cable and Wire: For cable and wire to be installed by Seller, Seller
will run, tag, and secure metallic and fiber optic cables in an
unobstructed environment a maximum of one hundred (100) feet and power
cables a maximum of fifty (50) feet for the Products and apparatus
(this specifically excludes primary power cables, except on power
equipment orders) identified in the Product order or applicable
Statement of Work. Seller will wire, attach, terminate and affix all
cable and wire including fiber optic cables supplied with purchased
Products. This may include but is not limited to mechanical wire
wrapping, soldering, crimping, plugging in of pre-terminated cables or
polishing of fiber optics for purchased Product. Seller will run alarm
cabling, terminate and test for the identified equipment including
Customer provided environmental scan points of fire detection and door
entry which are less than fifty (50) feet away and pre-terminated.
Seller will verify all copper wiring placed by the Seller for
continuity to detect and analyze opens, shorts, reversals, and
incorrect wiring. Where pairs, quads or groupings are indicated, the
grouping will be verified. Seller will ensure the functionality and
integrity of all fiber directly associated with the installed Products
and the fiber optic cables installed by Seller within the building
structure. Seller will "dress" all cabling and wiring and provide
physical protection. Seller will properly protect cables at all
"break-off" locations, such as the vertical turns from the overhead
cable rack to bay frame work.
(f) Testing: Specific test procedures are dependent upon the type of
Product installed and are identified in the installation guide for the
particular product. To ensure that technical design and performance
criteria are being met, testing shall be performed by Seller to obtain
an evaluation of the functional, operational, electrical and mechanical
integrity of all Products installed by Seller. In general the following
tests are required for all Product types furnished and installed by
Seller; Seller's activities associated with testing will include, but
not be limited to the following:
(i) Turn on and verify power to installed Products
(ii) Load Product Software and default parameters required to
conduct local unit loop-back testing to demarcation points.
(iii) Run and connect test specific cross-connects. Remove upon
completion of test(s).
(iv) Perform all unit and system-level tests to ensure Products
pass system and technician evoked diagnostics
(v) Test functionality of circuit packs required by job, at time
of original installation, within the installed unit. Testing
of spares is specifically excluded and will be included only
for an additional charge.
(vi) Test functionality and integrity of Seller-installed local
alarms.
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(vii) Resolve troubles encountered with Products purchased on order.
Refer to Customer any trouble found in Customer-provided
equipment.
(viii) Maintain test logs and trouble reports and turn over to
Customer.
(g) Seller will perform the following Turnover procedures for all
installation Services provided by Seller:
(i) Inform Customer of completion of installation cycle
(ii) Provide Customer with all drawings, invoices, logs and test
results.
(iii) Remove from Customer premises tools and scrap generated from
installation effort.
(iv) Issue job completion notice to Customer.
3.4 ACCEPTANCE OF SERVICES:
All installation Services shall be considered complete and ready for acceptance
by Customer on the later to occur of: (i) Acceptance of the Product and/or
Licensed Materials to which the Services relate; and (ii) upon completion of all
installation Services, including any follow-up items identified by Customer.
Upon completion of the installation, Seller will submit to Customer a notice of
completion or, if Customer has elected advance-turnover of subsystems, a notice
of completion of advance-turnover.
3.5 WORK OR SERVICES PERFORMED BY OTHERS:
Work or services performed at the site by Customer or its other vendors or
contractors shall not interfere with Seller's performance of Services. Seller
shall have no responsibility or liability with respect to such work or Services
performed by others. If Customer or its other vendors or contractors fail to
timely complete the site readiness or if Customer's or its other vendors' or
contractors' work interferes with Seller's performance, the scheduled completion
date of Seller's Services under this Agreement shall be extended as necessary to
compensate for such delay or interference.
4. ARTICLE IV
ENTIRE AGREEMENT
4.1 ENTIRE AGREEMENT:
The terms and conditions contained in this General Agreement supersede all prior
oral or written understandings between the parties with respect to the subject
matter hereof and constitute the entire agreement between the parties with
respect to such subject matter. The preprinted terms and conditions on
Customer's purchase orders or Seller's sales forms are deleted, but only to the
extent that such terms and conditions are inconsistent with the terms of this
Agreement. The typed or handwritten provisions of an order which are consistent
with the terms of this General Agreement along with the terms of this General
Agreement shall constitute the entire Agreement between the parties relating to
said order.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives on the date(s) indicated.
Lucent Technologies Inc. Allegiance Telecom, Inc.
By: /s/ XXXX CROWNE By: /s/ XXXXXX X. XXXXX
-------------------------------- --------------------------------
Name: Xxxx Crowne Name: Xxxxxx X. Xxxxx
--------------------------- ------------------------------
Title: Senior Vice President and Title: Director, Controller &
Chief Officer Management
-------------------------- -----------------------------
Date: 10/16/97 Date: 10/16/97
--------------------------- ------------------------------
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40
EXHIBIT 1
INVOICE
INVOICE NUMBER
----------------
INVOICE DATE
------------------
ACCOUNT NUMBER
----------------
PAGE NUMBER
-------------------
SHIP TO: XXXX TO:
CUSTOMER P.O.# LUC REFERENCE# CUSTOMER CODE TERMS CONTRACT# FOB
------------------- ------------------ ------------- --------- ------------------ ----------
ITEM LUCENT XXXX OF QUANTITY QUANTITY
NO. ORDER SHIP DATE SHIP METH LADING# PART NUMBER/DESCRIPTION ORDERED SHIPPED UNIT PRICE PM TOTAL PRICE
---- -------- --------- --------- ------- ----------------------- -------- -------- ---------- ------ -----------
1 J7888KK 2/2/00 5ESS Material 1 $25,000.00 E $25,000.00
2 J7888KK 2/2/00 Spares 1 $ 5,000.00 E $ 5,000.00
3 J7888KK 2/2/00 Engineering $ 2,000.00 $ 2,000.00
4 J7888KK 2/2/00 Installation $ 4,000.00 $ 4,000.00
[DELETED TRANSPORTAION]
QUESTIONS ABOUT YOUR ACCOUNT? MAKE CHECK PAYABLE TO: INVOICES AR PAYABLE SUBTOTAL $36,000.00
CALL: Lucent Technologies Inc. IN U.S. CURRENCY AND LESS ADVANCE PAYMENT $ 9,250.00
X.X. Xxx 000000 OVERDUE AMOUNT SHALL TAX
Xxxxxxx, XX 00000-0000 BEAR INTEREST AT A REASONABLE TOTAL DUE $27,750.00
REMARKS Attn: Accounts Receivable RATE OR IS SUBJECT TO LATE
PAYMENT CHARGES PER AGREEMENT
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EXHIBIT 2
ADDENDUM
[DOCUMENT CONSISTING OF 6 PAGES ATTACHED HERETO]
PRODUCT PURCHASE ADDENDUM ONE
TO THE
GENERAL AGREEMENT
BETWEEN
ALLEGIANCE TELECOM, INC.
AND
LUCENT TECHNOLOGIES INC.
This Addendum One to Contract Number LNM101697DASAT (hereafter "ADDENDUM") is
made this 16th day of October, 1997 ("EFFECTIVE DATE"), by and between
Allegiance Telecom, Inc., a Delaware corporation, with offices at 0000 Xxxxxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000 (hereafter "CUSTOMER"), and Lucent
Technologies Inc., a Delaware corporation, acting through its Network Systems
group, with offices located at 000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000
(hereafter "SELLER").
WHEREAS, Customer and Seller have entered into a General Agreement (Contract
Number LNM101697DASAT) (hereafter "AGREEMENT" or "GENERAL AGREEMENT") setting
forth the terms and conditions pursuant to which Seller agrees to sell and
Customer agrees to buy Seller's Products, Licensed Materials and Services; and
WHEREAS, Customer and Seller desire to simultaneously enter into this Addendum
to govern certain conditions relating to the purchase or license for use by
Customer of Seller's 5ESS(R) Switch Products, Transmission and Access Products,
and related Licensed Materials.
NOW THEREFORE, in consideration of the mutual promises hereinafter set forth and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
A-1.1 SCOPE OF ADDENDUM
This Addendum shall govern any purchase order placed by Customer during the Term
for Seller's 5ESS(R)-2000 Products and Transmission and Access Products, and
related Licensed Materials. This Addendum is issued pursuant to and incorporates
the non-conflicting terms and conditions of the General Agreement. In the event
of any conflict or inconsistency between the terms of this Addendum and the
terms of the General Agreement, the terms of this Addendum shall prevail.
A-1.2 DEFINITIONS
For purposes of this Addendum, the definitions set forth below will apply. Other
capitalized terms used in this Addendum shall have the meanings ascribed to them
herein or, if not defined herein, then as defined in the Agreement.
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(a) "5ESS(R)-2000 PRODUCTS" means the 5ESS(R)-2000 Switch, Growth and related
Licensed Materials including, without limitation, Base Software.
(b) "5ESS(R)-2000 SWITCH" means any 5ESS(R)-2000 system containing, at a
minimum, an Administrative Module (AM), Communications Module (CM), and at
least one (1) switch module. Any such switch can act as a host for
Optically Remote Modules ("ORMS"), Remote Switch Modules ("RSMS") and/or
Extended Switch Modules ("EXMS").
(c) "BASE SOFTWARE" means the operating system and related Software, and
operations, administration and maintenance features and functions, for all
Seller's switch-based platforms.
(d) "EXCLUSIVITY PERIOD" means the three (3) year period following the
Effective Date.
(e) "GROWTH" means any 5ESS(R)-2000 hardware or software not purchased with the
associated 5ESS(R)-2000 Switch required to support the expansion of such
5ESS(R)-2000 Switch.
(f) "PERIPHERALS" means hardware and/or Software extensions added subsequent to
the installation of the Initial 5ESS(R)-2000 Switch or Switch Module/Switch
Module 2000.
(g) "SWITCH MODULE" means a Module Control/Time Slot Interchange Unit along
with a number of Peripheral units added to an embedded 5ESS(R)-2000 Switch
or to an existing Remote Switch Module site and related Software.
(h) "TOTAL PAID DIRECT PURCHASES" means all Customer purchases under this
Addendum of Seller Products for which Seller has received payment,
including hardware, Software, engineering, installation, training and
documentation which have been purchased from Seller without the
intervention of any third party, including but not limited to distributors
or resellers.
(i) "TRANSMISSION AND ACCESS PRODUCTS" means a DDM-2000 OC-1 Fiber Reach
Multiplexer, DDM-2000 OC3 Multiplexer, DDM-2000 XX-00 Xxxxxxxxxxx,
XXX(X)-0000
A-1.3 CUSTOMER EXCLUSIVITY COMMITMENT
In consideration for the discounts, allowances and incentives set forth in this
Addendum, except as otherwise provided herein with respect to the US One Assets,
Customer agrees to directly and exclusively procure from Seller all of
Customer's requirements for Class 3, 4, 5 central office switching equipment
(excluding any functionality not supported by the 5ESS(R)-2000 Products) and the
then-current Base Software releases for such switches during the Exclusivity
Period.
In the event Seller is unable to meet its obligations to supply Products and/or
related Licensed Materials within the Standard Order Interval, Customer shall
have the right, at its option, to procure functionally comparable equipment
and/or software from another source; provided, however, that such procurement
shall not be argued or construed to constitute a waiver of any other rights and
remedies Customer may have with respect to Seller's failure to supply such
Products and/or related Licensed Materials within the Standard Order Interval.
If, during the Exclusivity Period: (a) Customer purchases any Class 3, 4, 5
central office switching equipment (excluding any functionality not supported by
the 5ESS(R)-2000 Products) other than 5ESS-2000 Switches purchased directlY from
Seller (excluding the US One Assets), or (b) Customer fails to obtain financing
as provided in SECTION 1.35, AGREEMENT, and Customer elects to terminate the
exclusivity commitment herein, Seller reserves the right to discontinue
discounts, allowances and incentives set forth herein for all future orders
placed under this Addendum and such future orders shall be priced at the
applicable Price less the applicable Growth discount. Notwithstanding anything
contained herein to the contrary, Customer's exclusivity obligations as
described herein shall not apply to any entity that becomes an Affiliate of
Customer following the Effective Date.
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Any purchase order placed pursuant to this Addendum will reference Contract
Number LMN101697DASAT to qualify for the discounts, allowances and incentives
incorporated herein. The applicable merchandise class for Seller's 5ESS(R)-2000
Products, Transmission and Access Products, Power Products and related Licensed
Materials shall determine the applicable discount level. Engineering and
installation Services are excluded from discounted pricing in this Addendum.
A-1.4 ANNUAL FORECAST
By the first day of each calendar quarter occurring during the Term, Customer
will submit in writing a current forecast of its planned purchases from Seller
under this Addendum which forecasts shall include, without limitation, type,
quantity and anticipated ship date. Such forecasts will be a twelve (12) month
view of all prospective purchases by month and consistent with Seller's Standard
Order Interval. Customer will submit such forecasts to Seller's Account
Executive at the following address:
Xx. Xxxxxx Xxxxxx, Account Executive
Lucent Technologies, Inc.
Room 52K09
0000 Xxxxxxxxxxx Xx
Xxxxx, XX 00000-0000
Customer will designate an authorized representative to coordinate the ordering
and distribution of Products and Licensed Materials and to interface with
Seller's Account Executive as needed.
A-1.5 PRICING PLAN FOR 5ESS(R)-2000 SWITCHES
In consideration of the exclusivity commitments set forth in SECTION A-1.3,
Seller will provide the following discounts off the applicable Price for all
purchases of the following 5ESS(R)-2000 Products made by Customer directly from
SelleR during the Term.
5ESS(R)-2000 DISCOUNT TABLE
----------------------------- ----------------------- --------------------------- ----------------- -----------------------
SWITCH TYPE INITIAL SWITCH GROWTH SWITCH DISCOUNT DISCOUNTS FOR DISCOUNTS FOR
DISCOUNT DURING DISCOUNT PERIODS SWITCH MODULES PERIPHERALS
----------------------------- ----------------------- --------------------------- ----------------- -----------------------
5ESS(R)-2000 Switch* 85% 85% 65% 30%
----------------------------- ----------------------- --------------------------- ----------------- -----------------------
RSM/ORM/EXM 80% 80% 65% 30%
----------------------------- ----------------------- --------------------------- ----------------- -----------------------
* Customer will receive an initial credit of One-Hundred Thousand Dollars
($100,000) against the purchase price of the first switch acquired hereunder.
For each initial switch Product ordered by Customer, Customer shall be afforded
the Initial Switch Discount. In addition, Customer shall be afforded Growth
switch discounts during two (2) discount periods of nine (9) months each
("DISCOUNT PERIODS"). Each Discount Period will commence upon receipt by Seller
of Customer's written notice. During each Discount Period, the initial Growth
switch discount shall be eighty-five percent (85%) for all purchase orders for
5ESS(R)-2000 Switch Growth, and eighty percent (80%) for RSM/ORM/EXM Products.
For any purchase orders not placed during the Discount Periods, the following
discounts for 5ESS(R)-2000 Switch and RSM/ORM/EXM shall apply: (a) Switch
modules discounts shall be sixty-five percent (65%); and (b) Peripherals
discounts shall be thirty percent (30%).
5ESS-2000 Switch Software will be discounted: (a) eighty-five percent (85%)
during Discount Periods, and (b) thirty percent (30%) outside of Discount
Periods, provided that any Software deployed on a full network basis is eligible
for an additional net twenty-five percent (25%) discount for a total discount of
forty-seven and one-half percent (47.5%). Seller shall audit Customer, pursuant
to SECTION A-1.11, on an annual basis and upon fourteen (14) days advance
written notice to Customer.
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Seller and Customer will develop a mutually agreed upon schedule of components
and standardized configurations with associated list prices and billable amounts
(including ancillary equipment) which will be used as the basis for all initial
switch purchase orders. It will be Seller's responsibility to maintain this unit
price list and to communicate any changes or additions to Customer in the
future. All information included on such unit price lists shall be consistent
with the terms set forth in the Agreement including, without limitation, the
terms set forth in SECTION 1.8 of the Agreement.
A-1.6 PRICING PLAN FOR SWITCH SOFTWARE RELEASES
For purposes of this section, the fees for Base Software releases shall mean the
Software Right-to-Use (RTU) and Office Data Administration (ODA). During the
Term, Customer's purchase of an initial 5ESS(R)-2000 Switch will include the
then-current Base Software release. However, if Customer orders an initial
5ESS(R)-2000 Switch which is shipped within forty-five (45) days prior to the
published general availability date of the next Base Software release, Seller
will provide such Base Software release upgrade at no charge. Additional Base
Software releases licensed by Customer will be at a cost of Eighty Thousand
Dollars ($80,000) per initial 5ESS(R)-2000 host/standalone switch for Base
Software release upgrades. Customer will be responsible for all engineering
charges associated with the Base Software release upgrades furnished by Seller
under this Addendum.
A-1.7 PRICING PLAN FOR TRANSMISSION AND ACCESS PRODUCTS
In consideration of the exclusivity commitments set forth in SECTION A-1.3,
Seller will provide the following discounts off the applicable Price for the
following Transmission and Access Products which Customer directly procures from
Seller during the Term. For Transmission and Access Products not shown below,
the parties will mutually agree upon an appropriate discount prior to order
placement.
TRANSMISSION AND ACCESS PRODUCTS DISCOUNT TABLE
-------------------------------------------------------------- ---------------------------------
TRANSMISSION SYSTEMS DISCOUNT
-------------------------------------------------------------- ---------------------------------
DDM-2000 OC-3 35%
-------------------------------------------------------------- ---------------------------------
DDM-2000 OC-12 35%
-------------------------------------------------------------- ---------------------------------
DDM-2000 FIBERREACH OC-1 35%
-------------------------------------------------------------- ---------------------------------
SLC-2000 CARRIER SYSTEM
-------------------------------------------------------------- ---------------------------------
SLC-2000 BAYS/SHELVES 40%
-------------------------------------------------------------- ---------------------------------
SLC-2000 COMMONS 40%
-------------------------------------------------------------- ---------------------------------
SLC-2000 (POTS/SPOTS) 35%
-------------------------------------------------------------- ---------------------------------
SLC-2000 (SPECIAL CHANNEL UNITS) 35%
-------------------------------------------------------------- ---------------------------------
SLC-2000 SOFTWARE 20%
-------------------------------------------------------------- ---------------------------------
SLC(R) SERIES 5 CARRIER SYSTEM
-------------------------------------------------------------- ---------------------------------
SLC SERIES 5 BAYS/SHELVES 30%
-------------------------------------------------------------- ---------------------------------
SLC SERIES 5 COMMONS 30%
-------------------------------------------------------------- ---------------------------------
SLC SERIES 5 (POTS/SPOTS) 30%
-------------------------------------------------------------- ---------------------------------
SLC SERIES 5 (SPECIAL CHANNEL UNITS) 30%
-------------------------------------------------------------- ---------------------------------
DACSII CEF and ISX Digital Access Cross Connect 25%
-------------------------------------------------------------- ---------------------------------
DACS IV Digital Access Cross Connect 30%
-------------------------------------------------------------- ---------------------------------
FT 2000 OC-48 Lightwave Products 30%
-------------------------------------------------------------- ---------------------------------
MSDT (Multi Services Distant Terminal) 25%
-------------------------------------------------------------- ---------------------------------
A-1.8 5ESS(R) SWITCH TRAINING INCENTIVE
In consideration of the exclusivity commitments set forth in SECTION A-1.3,
Seller will provide fifteen (15) tuition-free days of training for each
5ESS-2000 Switch host; for each RSM/ORM/EXM purchased by Customer, Seller will
provide an additional six (6) tuition-free days of training. This training may
be used any time during the first twelve
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(12) months after installation of the applicable switch. Customer is responsible
for all associated travel and living expenses for Customer personnel. Seller, at
its option, shall offer training regionally at the Dublin or Hickory Ridge
Training Centers. While Seller recommends core courses from its Customer
Training Catalog, any 5ESS(R)-2000 Switch-related courses may be taken at
Customer's discretion.
A-1.9 FIVE FACILITY ACCESS INCENTIVE
In consideration of the exclusivity commitments set forth in SECTION A-1.3,
Seller will provide Customer access to Seller's Feature Interactive Verification
Environment ("FIVE") facility in Lisle, Illinois, so that Customer may test the
following: new Seller features, verification of new applications, and simulation
of call scenarios. Customer may use such facility on a billable basis to
integrate equipment for Customer-specific applications, subject to Seller's
general agreement respecting use of that facility. Such access is given on a
reservation basis. Customer agrees to be reasonable in its requests for
reservations and will provide reasonable notice of any cancellation.
A-1.10 MARKETING DEVELOPMENT FUND ALLOWANCE
In consideration of the commitments set forth in SECTION A-1.3, Seller will
allocate twenty-five hundredths of one percent (.25%) of Customer's Total Paid
Direct Purchases for the Marketing Development Fund. This fund will be used to
pay for marketing activities designated solely for Products mutually agreed by
the parties prior to such funding and shall be calculated by Seller on a
quarterly basis during the Term. Customer will use such funding prior to Term
expiration.
A-1.11 FEATURE ACTIVATION AND RECONCILIATION
All 5ESS(R) Switch Software furnished under this Addendum will include at no
additional cost a Feature Activation Counting and Reconciliation Feature. This
feature will be used for the sole purpose of tracking and billing for optional
RTU features which are activated by Customer. Customer agrees that it will
implement such feature in each 5ESS(R) Switch office. The purpose of the
implementation is to facilitate Seller's audit process of RTU features activated
by Customer on an annual basis, with the cooperation of Customer. The Prices and
billing terms set forth in the Agreement shall apply to the results of the
annual audit. Seller agrees that records and information gathered from the
annual audits will be used exclusively for the sole purpose of billing Customer
for activated optional RTU features.
A-1.12 SPECIAL PROVISIONS RELATING TO US ONE ASSETS
Seller agrees that SECTION 1.14, WARRANTY, shall apply to the US One Assets,
provided that the Warranty Period shall commence on the date title is
transferred to Customer. In addition to the warranty set forth in SECTION 1.14,
the following sections shall apply to the US One Assets:
(a) Section 1.4 Customer Responsibility
(b) Section 1.15 Infringement and General Indemnities
(c) Section 1.16 Remedies
(d) Section 1.17 Use of Information
(e) Section 1.21 Force Majeure
(f) Section 2.1 License for Licensed Materials
(g) Section 2.3 Cancellation of License
(h) Section 2.4 Optional Software Features
(i) Section 2.5 Additional Rights in Licensed Materials
(j) Section 2.8 Additional Software Rights for 5ESS(R)
Switch Licensed Materials
With respect to the US One Assets, Seller agrees to provide: (k) at no cost to
Customer the 5E12 Base Software generic release within ninety (90) days after
Seller makes the same generally available to its customers; and (l) Customer all
the pricing benefits set forth in this Agreement including without limitation,
the 5ESS(R) system and Licensed Materials pricing and Growth discounts under
SECTION A-1.5 of the Addendum.
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A-1.13 ENTIRE AGREEMENT
Except as specifically modified, amended or supplemented herein, all terms and
conditions of the General Agreement shall remain in full force and effect. The
terms and conditions contained in this Addendum and those non-conflicting terms
and conditions of the General Agreement supersede all prior oral and written
understandings between the parties and shall constitute the entire agreement
between the parties with respect to the subject matter herein. This Addendum
shall not be modified or amended except by a writing signed by an authorized
representative of both parties.
IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by
their duly authorized representatives on the date(s) indicated.
ALLEGIANCE TELECOM, INC. LUCENT TECHNOLOGIES INC.
By:/s/ XXXX CROWNE By:/s/ XXXXXX X. XXXXX
----------------------------- --------------------------------
Typed Name: Xxxx Crowne Typed Name: Xxxxxx X. Xxxxx
--------------------- ------------------------
Title: Senior Vice President Title: Director, Contracting and
-------------------------- -----------------------------
and Chief Engineer Asset Management
-------------------------- --------------------------
Date: 10/16/97 Date: 10/16/97
--------------------------- ------------------------------
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EXHIBIT 3
SELLER'S CHANGE ORDER PROCESS
GLOBAL COMMERCIAL MARKETS (GCM) PROCESS DESCRIPTION
CHANGE ORDER CONTROL PROCESS
LUCENT TECHNOLOGIES
GLOBAL COMMERCIAL MARKETS
CHANGE ORDER CONTROL PROCESS
PREPARED BY: XXXXXX XXXXX, XXXXXXX XXXXXXXXXXX,
XXXXXXX XXXXX, AND XXX XXXXXX
GCM PROJECT MANAGEMENT OFFICE
VERSION: 1.5 -MAY 14, 1997
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Use Pursuant To Company Instructions
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GLOBAL COMMERCIAL MARKETS (GCM) PROCESS DESCRIPTION
CHANGE ORDER CONTROL PROCESS
TABLE OF CONTENTS
Section :
1. Purpose/Scope
Process description
2.1. Lucent's Roles and Responsibilities for Controlling Changes
2.2. Individual Roles and Responsibilities
2.2.1. COCP Administrator
Local Change Coordinator
Technical Consultant
2.2.4. Project Management
2.2.5. Account Team, Engineering, Installation, and Customer Service
2.2. Individual Roles and Responsibilities
2.3. Receive Requests
2.4. Log Requests
2.5. Initial Processing
2.6. Routing Change Orders
2.7. Processing Intervals
3. Process Flowcharts
3.1. Details of Change Order Control Flowchart
4. Quality Records and Reporting
4.1. Update Records
Distribute Change Feedback
Change Control Reporting
5. Training Requirements
6. COCP Administrator and Local Change Director Contacts
7. Acronyms
8. Forms
Form A Lucent Change Order Request Form
Form B Customer Change Order Request Form
Form C Rapid Response Form
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GLOBAL COMMERCIAL MARKETS (GCM) PROCESS DESCRIPTION
CHANGE ORDER CONTROL PROCESS
1. PURPOSE - SCOPE
A documented and well-implemented Change Order Control Process (COCP) is
necessary to control the dynamics of all project/order phases and assure mutual
satisfaction for the Customer and Lucent Technologies. The COCP ensures that
the integrity of the planned and approved Scopes of Work (SOW), schedules, and
quotes are preserved throughout the life of the project or order. The goal of
the COCP is to provide an efficient, comprehensive, and simple process that
serves as a single set of methods for requesting a change, implementing a
change, and notifying all parties of the result of the requested change. The
scope of this process , as documented, is applicable to Project Managed jobs
only.
A change involves additional and/or altered material and or services. To allow
for full revenue realization, it is imperative that all changes go through the
COCP. The COCP will insure that all Customer and Lucent generated changes will
be analyzed, and if necessary, quoted. Any quote that results in changes to the
cost and/or schedule must be approved by the customer. To ease receivable
collection, reduce rework, and provide a paper trail of customer approved
changes and recognized expenses, a new and/or revised purchase order must be
generated by the customer for all changes after the 1st spec. has been
transmitted from engineering to the factory . No additional material and/or
services, billable to the customer, will be processed and/or rendered until the
new and/or revised customer purchase order has been received.
Changes may include:
o Customer or Lucent originated change request that deals with changes to a
scope of work, completion schedule, or the quote value.
o Change that requires rescheduling of a key milestone, possibly resulting in
a change to the associated quote.
Examples:
o Add and/or delete work and its associated quote and schedule
o Reschedule a key milestone and its associated budget to create a better
plan
o Change out one circuit pack for another of equal value
o Order additional material already included in initial quote
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GLOBAL COMMERCIAL MARKETS (GCM) PROCESS DESCRIPTION
CHANGE ORDER CONTROL PROCESS
All changes originated by the customer, and changes that impact the customer (
schedule and/or cost) require customer approval. The change order request form
is the sole-authorized mechanism to initiate changes. Effective immediately,
the COCP will be the only authorized means for initiation and processing a
change order. A change order request can be submitted by anyone associated
with a project/order. To initiate a change, a change order request form must
be filled out completely and submitted to the Local Change Coordinator. No
form will be honored unless all required information is provided.
PLEASE NOTE: CUSTOMER REQUESTED CHANGES FOR ADDITIONAL MATERIAL OR SERVICES
RECEIVED AFTER THE 1ST SPECIFICATION TRANSMITS MUST BE HANDLED AS A NEW OR
REVISED PO.
1. PROCESS DESCRIPTION
The following sections describe the procedures, roles, and responsibilities
necessary to support implementation of the COCP.
2.1. LUCENT'S ROLES AND RESPONSIBILITIES FOR CONTROLLING CHANGES
Lucent Technologies Project Management Operations Organization will assume
ownership for receiving, distributing, and coordinating change order requests
and monitoring the change order control process (Functions A. -J. from below
list) until the new and/or revised Customer PO is received. The Customer
Service - Order Management (CSOM) Organization will process the order as they
do today (Functions K. -N. from the below list).
The responsibilities of this function include:
A. Verification that request form is properly completed by the
originator.
B. Confirm receipt of document from originator.
C. Assigning tracking control number.
D. Distribution of request form to appropriate parties for action
and approvals.
E. Record entry of change request in Change Log.
F. Tracking to insure that request turnaround time is met (5 working
days for a standard change request and 24 hours, or 1 day, for a
"service affecting" change request).
G. Make copies and store originals/printout of "change request" in
protected file cabinet.
H. Maintaining Change Order Log.
I. Notification to originator on disposition of change request
(i.e., accepted, completed, or withdrawn).
J. Track Customer Service-Asset Management (CSAM) to determine the
date the change was invoiced and the date revenue was collected.
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GLOBAL COMMERCIAL MARKETS (GCM) PROCESS DESCRIPTION
CHANGE ORDER CONTROL PROCESS
K. Verification that a new and/or revised customer PO is received
before additional material/ services are rendered.
L. Input change order into the appropriate system for transmittal to
provider.
M. Track the process of the change request to inform all interested
parties of material/ services status after transmittal to
provider.
N. Notify CSAM of the change to verify that the customer is properly
invoiced.
2.2. INDIVIDUAL ROLES AND RESPONSIBILITIES
2.2.1. COCP ADMINISTRATOR
The Lucent COCP Administrator will be located in Greensboro, NC within the
Project Management Operations (PMO) Organization and will have ownership of the
Change Control Process and be responsible for the management of the process.
The responsibilities of this function include:
o Monitoring the flow of all Change Order Requests (From Function A-J as
listed above).
o Issuing root cause reports, as required, on the status of the Change Order
Control Process.
o Maintaining Change Order Logs.
o Coordinating the escalation process for unresolved change orders.
o Notifying the originator when the change order is complete.
o Forwarding change order requests to Customer Service Order Management
organization. Change requests received by 2:00 p.m. (Eastern) will be
forwarded to CSOM on the same day; change requests received after 2:00 p.m.
(Eastern) will be forwarded by 12:00 p.m. (Eastern) the following working
day.
o Monitoring the process for the receipt of all revenues resulting from the
change order process.
2.2.2. LOCAL CHANGE COORDINATOR
The Local Change Coordinator function will be resident in Greensboro, NC within
the Project Management Operations Organization. The Local Change Coordinator
(LCC) is responsible for:
o Notifying the originator that the Change Order Request was received.
o If form is received electronically, printing a hard copy.
o Reviewing all Change Order Requests to ensure the form is complete.
o Assigning a tracking number to all formal Change Order Requests (Form A)
from the COCP Change Order Log.
o Forwarding the Change Order Form (Form A) to the appropriate Technical
Consultant.
o Escalating change orders with unresolved issues to the COCP Administrator
for disposition. Every effort should be made to resolve issues at the
operating level.
TECHNICAL CONSULTANT
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GLOBAL COMMERCIAL MARKETS (GCM) PROCESS DESCRIPTION
CHANGE ORDER CONTROL PROCESS
The technical consultant is responsible for analyzing the Request for Change to
determine if the change is valid. If the Technical Consultant determines that
the change request is valid, the TC is responsible for performing a detailed
analysis of the change order and completing section B of Form A. The
information includes but is not limited to:
o The cost impact, schedule impact, and material analysis of the change
request.
o Determining if the customer will be billed for the change.
o Coordinating the flow of information from the customer, customer
service, engineering, installation, project management, and the
account team to gather the necessary information to complete the
change.
o Notifying the LCC if issues involving the change order are unresolved.
Every effort should be made to resolve issues at the operating level.
o Completing section B of Form A and forwarding the completed form to
the LCC.
2.2.4. PROJECT MANAGEMENT
Project management will be responsible for obtaining and distributing a
schedule of authorizations to support the approval of change orders and
customer POs. The project manager is also responsible for :
o Interfacing with the customer. All customer changes go to the PM.
o Reviewing and VALIDATING all customer generated change requests, prior
to completing Form A.
o Completing FORM A, SECTION A. Submitting COMPLETED form to the LCC.
o Prioritizing Changes with the TC. The appropriate TC Functional
Manager should be consulted.
o Providing TC with schedule impact information.
o Coordinating COCP meetings, and ensuring that ALL FUNCTIONAL AREAS
are represented.
o Providing cost and/or schedule impact to the customer.
o Negotiating change order with the customer. Obtaining customer
approval.
o Forwarding a copy of approved change, with the new and/or revised PO
number, to LCC.
2.2.5. ACCOUNT TEAM, CUSTOMER SERVICE, ENGINEERING, AND INSTALLATION
The account team will be responsible for obtaining and distributing a schedule
of authorizations to support the approval on change orders and customer POs. It
is also the responsibility of the account team, customer service, engineering,
and installation to support the Technical Consultant, by providing accurate and
timely information as required, to support the change order process.
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GLOBAL COMMERCIAL MARKETS (GCM) PROCESS DESCRIPTION
CHANGE ORDER CONTROL PROCESS
2.3. RECEIVE REQUESTS
Anyone associated with the project/order may request a change by submitting the
change order request form to the Local Change Coordinator. However, the origin
of the change will determine which form must be used (Form A or Form B).
Situation 1 - Customer modifies an order to add material and/or services which
generates a change order request. Customer generated changes will be done via
Form B. The customer will forward the change request to either the Project
Manager or the Account Team, who will fill out Form A. If the Account Team
fills out Form A, it is the responsibility of the Account Team to forward the
change to the PM. The PM is responsible for transmitting the change request to
the LCC. It is expected that, in most cases, the PM will be the recipient of
the change request. Situation 2 - Lucent Technologies internally identifies
that an order needs additional material and/or services which generates a
change order request. Internally generated change order requests will be done
via Form A. This will most commonly result from the customer providing
incorrect/incomplete or site information.
Requests may include (but are not limited to) expansion and/or revision to:
o Material
o Scope of Work
o Specifications
o Performance
o Schedules
o Delivery
o Terms & Conditions
o Drawings
o Equipment Arrangement/Location
All requests must be in writing on the form standardized for the COCP (Form A).
Copies of the Change Order Request Form must be submitted to the Local Change
Coordinator. The Local Change Coordinator will check the form to ensure all the
necessary information has been collected. Incomplete requests will be
redirected to the originator for clarification/correction and re-submission
and/or withdrawal. Completed forms will be logged and forwarded to the COCP
Administrator for tracking, reporting, and root cause analysis.
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GLOBAL COMMERCIAL MARKETS (GCM) PROCESS DESCRIPTION
CHANGE ORDER CONTROL PROCESS
2.4. LOG REQUESTS
The Change Order Request Log includes a Tracking #, Customer PO #, Lucent Order
#, GS- #,Customer Key Code, Originator, Origination Date, Close Date,
Description of Change, Cost Impact, Schedule Impact, Project Management
District, New and/or Revised Customer PO #, New and/or Revised Lucent Order #,
and Customer Approval Date. Change Order Logs will be reviewed periodically by
the COCP Administrator to assure all requests are being handled in a timely
manner, as well as for planning/ reporting and initiating corrective action
based on change order causes.
2.5. INITIAL PROCESSING
The Local Change Coordinator shall have the following processing tasks
associated with the Change Orders received:
o Verify that the request form is properly completed.
o If form is received electronically, run a hard copy printout.
o Assign a tracking control number and enter it on the form.
o Record entry in Change Order Log.
o Distribute form to Technical Consultant and COCP Administrator.
o Confirm receipt of document from originator.
2.6 ROUTING CHANGE ORDER REQUEST
For each person that the Change Order Request form is sent to for action, a
specific request with the desired action and response date should be included
to allow for maximum efficiency. This communication is necessary for the
processing interval targets to be met.
2.7. PROCESSING INTERVALS
An interval of five business days has been established as the target to obtain
an official response (closure with customer - "yes" or "no") to a normal change
order request. The 5 day interval will begin from the date a valid (complete
with proper authorization) change order form is received by the Local Change
Coordinator .
If a change is service effecting (identified by installer) a target interval of
24 hours (1 day) will be adhered to.
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GLOBAL COMMERCIAL MARKETS (GCM) PROCESS DESCRIPTION
CHANGE ORDER CONTROL PROCESS
GCM CHANGE ORDER CONTROL
FOR PROJECT MANAGED JOBS
VERSION 1.5 - 2/28/97
[FLOW CHART]
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GLOBAL COMMERCIAL MARKETS (GCM) PROCESS DESCRIPTION
CHANGE ORDER CONTROL PROCESS
GCM CHANGE ORDER CONTROL
ORDER MANAGEMENT
VERSION 1.0 5/05/97
[FLOW CHART]
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GLOBAL COMMERCIAL MARKETS (GCM) PROCESS DESCRIPTION
CHANGE ORDER CONTROL PROCESS
3.1 PROCESS FLOW
To insure Lucent Technologies Network Systems obtains revenue for sales and
services in an efficient manner, the customer must receive an accurate xxxx
capturing original and all additional approved material and/ or services.
Customer Service Order Management must have a purchase order (PO) number from
the customer before the Asset Management Team can render a xxxx for payment.
The following process is designed for Lucent Technologies Network Systems to
meet the objectives of serving the customer's needs on a given project and
receiving accurate compensation for product and services.
1. For Customer generated changes, the Project Manager is the primary
interface with the customer. All customer generated changes must go
through the PM. It is the PM's responsibility to validate the change,
and complete Form A, Section A
2. For Lucent generated change requests, the Request for Change (Form A,
Section A) must be completed by the originator. The originator may be
any Lucent employee associated with the project.
3. The form is sent (handed, faxed, emailed) to the Local Change
Coordinator for initial review. If the LCC determines the Request for
Change is incomplete, the LCC will notify the originator. If the
Request for Change is complete, the LCC will assign a tracking number,
and distribute the request to the appropriate TC.
4. The TC analyzes the change to determine if the request is a valid
change. If the change is not valid, the TC notifies the LCC (returns
Form A). If the TC determines that the request is a valid change, the
TC analyzes the change for cost and schedule impact. The TC may
require input from the AE, PM, engineering, customer service and/or
installation to assess impacts. The AE/PM contacts/negotiates with the
customer (if required) for authorization and signed approval of
upscope in quote.
5. The PM notifies the LCC Coordinator of the outcome.
a) If the Customer does not approve the change: the LCC Coordinator
notifies the originator (other then the PM) of the status. The AE/PM
is responsible for determining if the customer will proceed with the
original order. If the customer does not proceed with the original
order the AE/PM will place the order on hold, until they (AE/PM) have
resolved all outstanding issues. It is the AE/PM's responsibility to
notify all parties that the order is on hold.
b) If the Customer accepts the change: AE/PM forwards revised quote to
the Customer and requests a revised and/or new Purchase Order to cover
the change. Customer Service Order Management must receive the new
and/or revised Purchase Order, and an approved and properly authorized
Change Order from the COCP Administrator.
c) Once above information is received Customer Service Order Management
begins its normal process.
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GLOBAL COMMERCIAL MARKETS (GCM) PROCESS DESCRIPTION
CHANGE ORDER CONTROL PROCESS
4.0 QUALITY RECORDS AND REPORTING
4.1.UPDATE RECORDS
4.2.DISTRIBUTE CHANGES/FEEDBACK ABOUT COCP
4.3.CHANGE CONTROL REPORTING
5. TRAINING REQUIREMENTS
Members of each team actively involved with a change order must have a working
knowledge of this document.
6. COCP ADMINISTRATION AND LOCAL CHANGE COORDINATOR CONTACTS
Once the forms are completed please fax them to the Local Change Coordinator at
(000)-000-0000. The Local Change Coordinator is Xxxxxxx Xx Xxxxx.
For questions on using this process with Global Commercial Markets' Customers
call the COCP Administrator, Xxxxxxx L, Xxxxx, at (000) 000-0000.
7.0 ACRONYMS
AE Account Executive
AM Asset Manager
COCP Change Order Control Process
CTEO Customer Telephone Equipment Order
CSAM Customer Service - Asset Management
CSOM Customer Service - Order Management
EF&I Engineer, Furnish, & Install
FPQ Firm Price Quote
GCM Global Commercial Markets
LCC Local Change Coordinator
PO Purchase Order
PM Project Manager
PMOO Project Management Operation Organization
SOW Scope of Work
TC Technical Consultant
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GLOBAL COMMERCIAL MARKETS (GCM) PROCESS DESCRIPTION
CHANGE ORDER CONTROL PROCESS
FORM A
Tracking # VERSION 1.4
--------------------
Date Customer
-------------------- --------------------
Customer ECC Key Customer Code
-------------------- --------------------
===============================================================================================================
SECTION A
Date
--------------------
Responsible Technical Consultant Ph Fax
-------------------- -------------------- --------------------
Originator Ph Fax
------------------------------------ -------------------- --------------------
LUCENT ORDER # GS-9 - - Customer PO#
-------------------- ------------------ ------------
Reason for Change Request
------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Description of Services to be Performed
-----------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Is Project Program Managed Yes No
Is Change Service Affecting: Yes No
Is Change for (check all that apply): Engineering Installation Furnishing
Change Requested by: Customer Lucent
===============================================================================================================
SECTION B
===============================================================================================================
COST IMPACT SCHEDULE IMPACT CUSTOMER
NEW QUOTE # (INTERVAL IN DAYS) INFORMATION
================================= ==================================== ====================================
Engineering $ Engineering : :
================================= ==================================== ====================================
Material $ Material : SITE ADDRESS: :
================================= ==================================== ====================================
Installation $ Installation : :
================================= ==================================== ====================================
Trans $ :
================================= ==================================== ====================================
Rental $ :
================================= ==================================== ====================================
Misc Svc $ REQUESTED IMPLEMENT
================================= ==================================== ====================================
Haul.Hoist $ DATE :
================================= ==================================== ====================================
Warehouse $
================================= ==================================== ====================================
TOTAL PRICE NEW PO #
===============================================================================================================
Will Lucent incur additional costs : Yes No
--------------------------------
Will the Customer be billed additional costs : Yes No
--------------------------------
Change Order Distribution and Approval :
Tech. Consultant: Fax Date
------------- -------------- ----------- --------------------------------
Project Manager Fax Date
------------- -------------- ----------- --------------------------------
Account Executive Fax Date
------------- -------------- ----------- --------------------------------
CUSTOMER APP'L :
--------------------------------------------------- ----------- -------------------------------------
--------------------------------------------------- ----------- -------------------------------------
SIGNATURE (SIGN ABOVE) TITLE DATE
ALL CHANGES SUBJECT TO TERMS AND CONDITIONS OF THE ORIGINAL CONTRACT
THE ABOVE PRICES ARE GOOD FOR____ DAYS AFTER ___/___/
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GLOBAL COMMERCIAL MARKETS (GCM) PROCESS DESCRIPTION
CHANGE ORDER CONTROL PROCESS
FORM B
VERSION 1.0
Lucent GCM Tracking #
----------
CUSTOMER SECTION
================================================================================
Customer Name GS- 9 - -
--------------------------- ---------
Customer PO
--------------
Requester Date Of Request
--------------------------- ---------
Description Of Change:
-------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Reason for Change :
-------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
================================================================================
Requested Implementation Date
----------
ALL CHANGES SUBJECT TO TERMS AND CONDITIONS OF THE ORIGINAL CONTRACT
================================================================================
LUCENT TECHNOLOGIES SECTION
================================================================================
Lucent Technologies Order Number: Date:
--------------------------------------------------------------------------------
CHANGE IMPACT
Scope:
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
Schedule:
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
ESTIMATE: Due Date for Firm Price Quote:
---------
Revised Quote #
--------------------------
Technical Consultant
--------------------
CUSTOMER APPROVAL SECTION
Name: Signature:
--------------------------- -----------------------------
ALL CHANGES SUBJECT TO TERMS AND CONDITIONS OF THE ORIGINAL CONTRACT
THE ABOVE PRICES ARE GOOD FOR DAYS AFTER / /
================================================================================
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GLOBAL COMMERCIAL MARKETS (GCM) PROCESS DESCRIPTION
CHANGE ORDER CONTROL PROCESS
FORM C
RAPID RESPONSE FORM
Customer Name: Agreement No:
-------------------- --------------------------
Service Address: Billing Address:
------------------ -----------------------
---------------------------------- ---------------------------------------
(check one) Change Order [ ] Addition [ ]
--------------------------------------------------------------------------------
Description of Work:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Estimated Cost Impact:
----------------------------------------------------------
--------------------------------------------------------------------------------
Estimated Schedule Impact:
----------------------------------------------------------
--------------------------------------------------------------------------------
Not to Exceed Price:
--------- --------------------------
(Customer's Pre Work Approval)
Work Commencement Date: Work Completion Date:
-------------- -------------------
--------------------------------------------------------------------------------
Customer hereby acknowledges that this order is either a change to the original
order or is an addition to the work to which the parties have already agreed.
The terms and conditions of the Agreement identified above will cover the work
provided herein. Customer understands and acknowledges that the price of this
work is not covered under any purchase order or included in the Agreement
identified above. Customer agrees to have a purchase order issued within five
business days of the signing of this order. Customer further agrees that if a
properly executed purchase order is not received that this order will serve as
the authorization for work and for payment. Customer certifies that he/she has
the authority to authorize this work and the additional cost.
Lucent Technologies Inc.
By: By:
---------------------------- ------------------------------
Name: Name:
-------------------------- ----------------------------
Title: Title:
------------------------- ---------------------------
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GLOBAL COMMERCIAL MARKETS (GCM) PROCESS DESCRIPTION
CHANGE ORDER CONTROL PROCESS
Date: Date:
------------------------ -------------------------------
VERSION 1.0
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ADDENDUM NUMBER TWO TO THE
GENERAL AGREEMENT
BETWEEN ALLEGIANCE TELECOM, INC.
AND LUCENT TECHNOLOGIES INC.
This Addendum Two to the General Agreement (Contract Number LNM101697DASAT)
(hereinafter "ADDENDUM") is made effective as of the 15th day of April, 1998
("EFFECTIVE DATE") by and between Allegiance Telecom, Inc., a Delaware
corporation, with offices located at 0000 Xxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxx 00000 ("Customer"), and Lucent Technologies Inc., a Delaware corporation,
with offices located at 000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000,
acting through its Network Systems group ("LUCENT").
WHEREAS, Customer and Lucent entered into a General Agreement (Contract
Number LNM101697DASAT) dated October 16, 1997 (hereinafter the "GENERAL
AGREEMENT"), setting forth the terms and conditions pursuant to which Lucent
agrees to supply and Customer agrees to procure Lucent Products, Licensed
Materials and Services; and
WHEREAS, Lucent and Customer desire to enter into this Addendum to set
forth certain terms and conditions regarding the procurement and/or license by
Customer of Lucent's CONNECTVU-ATP Software, Third Party Products, and related
Services.
NOW THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1.1. SCOPE OF ADDENDUM
This Addendum shall govern any purchase order submitted by Customer to
Lucent during the Term for CONNECTVU-ATP, Third Party Equipment, and Services as
described in EXHIBIT B, PRICING OF CONNECTVU-ATP. Customer agrees that any such
purchase orders shall be subject in all respects to the terms set forth in the
General Agreement and this Addendum.
This Addendum is issued pursuant to and incorporates the non-conflicting
terms and conditions of the General Agreement. In the event of any conflict or
inconsistency between the terms of this Addendum and the terms of the General
Agreement, the terms of this Addendum shall prevail.
1.2. HEADINGS DEFINITIONS
All headings used in this Addendum are inserted for convenience only
and are not intended to affect the meaning or interpretation of this Addendum or
any clause. All capitalized terms not defined in this Addendum shall have the
meaning ascribed to them in the General Agreement. For the purposes of this
Addendum, the following definitions shall apply:
(a) "CONNECTVU-ATP" shall mean the Lucent Automated Translations and
Provisioning operations system Software that automates trunking support,
routing, charging, and complex services, as more fully described in the
Specifications set forth in EXHIBIT A, STATEMENT OF WORK, attached
hereto.
LUCENT TECHNOLOGIES INC. AND ALLEGIANCE TELECOM, INC. PROPRIETARY
64
(b) "THIRD PARTY EQUIPMENT" and "THIRD PARTY SOFTWARE" shall mean the
vendor items listed in EXHIBIT B, PRICING OF CONNECTVU-ATP, attached
hereto which are available for purchase by Customer from Lucent in
accordance with SECTION 1.7, THIRD PARTY EQUIPMENT AND SOFTWARE, of
this Addendum.
1.3. TERM OF ADDENDUM TWO
This Addendum shall be effective for three (3) years after the
Effective Date. The term of this Addendum shall be referred to as the "TERM". If
the General Agreement terminates during the Term of this Addendum, this Addendum
shall co-terminously terminate.
1.4. SPECIFICATIONS
Unless otherwise mutually agreed in writing between the parties prior
to receipt of a purchase order by Lucent's Customer Service Department, all
CONNECTVU-ATP ordered under this Addendum shall be provided in accordance with
the specifications set forth in EXHIBIT A, STATEMENT OF WORK ("SPECIFICATIONS").
.
1.5. PRICING
The prices, fees and charges (hereinafter "PRICES") for any
CONNECTVU-ATP licensed to Customer under this Addendum and related Services
shall be as set forth in EXHIBIT B, PRICING OF CONNECTVU-ATP, attached hereto.
Lucent reserves the right to charge different right-to-use fees for any
CONNECTVU-ATP ordered by Customer which does not conform to the Specifications
as set forth in EXHIBIT A, STATEMENT OF WORK. After two (2) years following the
Effective Date, upon sixty (60) days prior written notice to Customer, Lucent
shall have the right to increase Prices set forth in EXHIBIT B, PRICING OF
CONNECTVU-ATP, once annually; provided, however, that such annual increase shall
in no event increase payments due under purchase orders already accepted by
Lucent or exceed three percent (3%) over then-current Prices.
1.6. CHANGE CONTROL PROCESS
Set forth in EXHIBIT C attached hereto.
1.7. THIRD PARTY EQUIPMENT AND SOFTWARE
During the Term, Customer shall have the right to purchase from Lucent
under this Addendum all or any portion of the Third Party Equipment and to
license all Third Party Software from Lucent. The prices for such Third Party
Equipment and the license fees for the Third Party Software shall be as quoted
by Lucent at time of order receipt.
1.8. SERVICES EXCLUDED FROM THE SCOPE OF THE ADDENDUM
Customer acknowledges that certain products and activities associated
with the installation and performance of CONNECTVU-ATP and the Third Party
Equipment and Third Party Software are not being provided by Lucent under this
Addendum for the Prices set forth in EXHIBIT B, PRICING CONNECTVU-ATP. These
products and activities may be provided to Customer by Lucent at Customer's
request for an additional price, to the extent Lucent provides such Products,
Licenses Materials or Services. Excluded items include, but are not limited, to
the following items:
LUCENT TECHNOLOGIES INC. AND ALLEGIANCE TELECOM, INC. PROPRIETARY
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a) Engineering, furnish and installation of Customer's packet network;
b) Detailed engineering (switches, CONNECTVU-ATP hardware);
c) Switch connectivity hardware (switch circuit packs, modems, shelves, etc.);
d) LAN equipment;
e) Systems equipment installation (switches);
f) Software maintenance
g) Hardware maintenance
h) Cabling, power, frame and aisle lighting, fireproofing, restorations,
cross-connections;
i) Hoisting and hauling;
j) Transportation charges;
k) Federal, state and local taxes;
l) Third party software maintenance (e.g., HP-UX, Informix, Solaris);
m) Switch Generic Synchronization (- support charge for CONNECTVU-ATP to
remain current with new switch generics) PRICE TERMS TO BE DISCUSSED;
n) Feature enhancements to the switch vendor's switching generic software
(e.g., Lucent 5ESS(R) generics 5E11, 5E12, or NTI DMS-100/200 generics
NA004, NA007) that require upgrades to CONNECTVU-ATP shall be billed
separately PRICE TERMS TO BE DISCUSSED;
o) Connection to the 5ESS switches and provision of detailed MOPs;
p) Installation of a LAN/WAN;
q) Integration and migration of Lucent Products and/or Software with Third
Party Equipment and/or Third Party Software;
r) Technical support of Lucent Products and/or Software with Third Party
Equipment and/or Third Party Software; and
s) Metasolv Interface.
LUCENT TECHNOLOGIES INC. AND ALLEGIANCE TELECOM, INC. PROPRIETARY
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1.9. ADDITIONAL FEES
The license provided by Lucent for CONNECTVU-ATP is based on Customer's
network size at the time of the Effective Date and such growth Lucent reasonably
estimates. In the event of an increase in the network size in any year,
including, but not limited to, increases resulting from acquisition, merger or
other causes (other than increases resulting from market growth or technological
change affecting all similarly situated carriers), Lucent reserves the right to
require an equitable revision in payments and fees due hereunder proportional to
such growth. In the event of such growth, Lucent shall provide an additional per
switch incremental discount in the Pricing set forth in EXHIBIT B, PRICING OF
CONNECTVU-ATP.
1.10. INITIAL TRAINING
Training for CONNECTVU-ATP shall be as set forth in EXHIBIT B, PRICING
OF CONNECTVU-ATP.
1.11. LICENSE FOR LICENSED MATERIALS
ARTICLE II, "Provisions Applicable to Licensed Materials," of the
General Agreement shall be applicable to the licensing of CONNECTVU-APT.
1.12 METASOLV INTERFACE PLAN WARRANTY
Lucent represents and warrants to Customer that Lucent has provided
Customer with all information, including Documentation, that will allow Customer
to develop a Metasolv Interface plan. If Customer determines that additional
information is needed for development of the Metasolv Interface plan, then
Lucent shall provide such information to Customer at no additional cost unless
such provision of information will involve a significant effort by Lucent, in
which case Lucent shall provide such information to Customer at Lucent's
then-prevailing rates. Customer, at its sole option, may retain Lucent or a
third party to assist in developing the Metasolv Interface. If Customer retains
Lucent, such Services shall be provided to Customer at an additional cost.
1.13. YEAR 0000 XXXXXXXX
1.13.1 GENERAL. Lucent represents and warrants that,
notwithstanding any other warranty provided to Customer pursuant to
this Addendum or the General Agreement, that Lucent Software will be
able accurately to (a) process any date-rollover event with no adverse
impact on the functionality of Customer's system, including without
limitation, the producing of error(s) or abnormal interruptions; (b)
process date-data calculations including, without limitation,
computations, comparisons, sequencing, sorts and extracts, and returns
and displays date-data in a consistent manner regardless of the dates
used in such date-data whether before, on, during or after January 1,
2000; (c) process any date-data computations that can be expected from
Customer's system if used for its intended purpose, regardless of the
date in time on which the processes are actually performed and
regardless of the date-data input, whether before, on, during, or after
January 1, 2000; (d) exchange date-data related information with other
hardware, firmware or Software with which it interacts, provided that
the interacting hardware, firmware or Software is itself capable of
exchanging accurate date-data; and (e) accept and respond to two-digit
year-date input in a manner that resolves any ambiguities as to the
century in a defined, predetermined and appropriate manner. No
date-data shall cause the Software to perform an
LUCENT TECHNOLOGIES INC. AND ALLEGIANCE TELECOM, INC. PROPRIETARY
67
abnormally ending routine or function within the processes or generate
incorrect values or invalid results. For purposes of the foregoing, a
date-rollover event is defined as any transition between one calendar
year and the following year including, without limitation, any time,
date and day-of-the-week progressions and any regularly scheduled leap
events. Date-data is defined as any data, formula, algorithm, process,
input, or output, which includes, calculates or represents a date, day
or time, a reference to a date, day or time, or a representation of a
date, day or time. All of the foregoing functionality shall be known as
"Year 2000 Capability". In the event Customer has or purchases more
than one version of Lucent Software, such versions of Software, if they
are intended by Lucent to interoperate, will be compatible and
interoperate in such manner as to process between them, as applicable,
date related data correctly as warranted herein. All of the foregoing
functionality shall be known as "Year 2000 Interoperability". The
foregoing sets forth an additional warranted specification for Software
developed by Seller that Seller has identified as having Year 2000
Capability. The failure of such Lucent Software to meet such
specification during the Year 2000 Warranty Period the representations
and warranties in this SECTION 1.13, YEAR 2000 WARRANTY, shall, to the
extent the Software remains then subject to warranty protection,
entitle Customer to the remedies set out in this SECTION 1.13.4,
SPECIAL REMEDIES.
1.13.2 THIRD PARTY SOFTWARE. Lucent covenants that it will
timely test Lucent software with (commencing no later than June 1,
1998) any and all Third Party Software embedded in Lucent Software and
all Third Party Software provided to Customer through Lucent to
determine whether such Software is compatible with the warranties set
forth above. Nothing in the foregoing shall be deemed to make Lucent
responsible for the Year 2000 Capability or Year 2000 Interoperability
of any third party software interoperating or intended to interoperate
with Software developed by Lucent. Customer and or the manufacturer or
other supplier of such third party software shall be responsible for
such compliance and assuring the ability of such software to
successfully operate while interoperating with Software developed by
Lucent.
1.13.3 SPECIAL REMEDIES UPON BREACH OF MILLENNIUM WARRANTY. In
the event of any breach of the warranties and covenants contained in
this Section, in addition to any other rights and remedies that may be
available to Customer under this Addendum, Lucent shall be responsible
for any costs of repairing and correcting the affected Software
including the cost of any software, equipment and associated repair and
correction services.
1.14 ENTIRE AGREEMENT
Except as specifically modified, amended or supplemented herein, all
terms and conditions of the General Agreement shall remain in full force and
effect. The terms and conditions contained in this Addendum and those
non-conflicting terms and conditions of the General Agreement supersede all
prior oral and written understandings between the parties and shall constitute
the entire agreement between the parties with respect to the subject matter
herein. This Addendum shall not be modified or amended except by a writing
signed by an authorized representative of both parties.
LUCENT TECHNOLOGIES INC. AND ALLEGIANCE TELECOM, INC. PROPRIETARY
68
IN WITNESS WHEREOF, the parties have caused this Addendum to be executed
by their duly authorized representatives on the date(s) indicated.
ALLEGIANCE TELECOM INC. LUCENT TECHNOLOGIES INC.
By: /s/ XXXX CROWNE By:
---------------------------------- ---------------------------------
Typed Name: XXXX CROWNE Typed Name:
-------------------------- -------------------------
Title: Senior Vice President & Chief Title:
Engineer ------------------------------
-------------------------------
Date: Date:
-------------------------------- -------------------------------
LUCENT TECHNOLOGIES INC. AND ALLEGIANCE TELECOM, INC. PROPRIETARY
69
EXHIBIT A
STATEMENT OF WORK
FOR AN
OPERATIONS SUPPORT SOLUTION
BETWEEN
ALLEGIANCE TELECOM, INC.
AND
LUCENT TECHNOLOGIES, INC.
LUCENT TECHNOLOGIES INC. AND ALLEGIANCE TELECOM, INC. PROPRIETARY
70
TABLE OF CONTENTS
SECTION PAGE
------- ----
1. SCOPE.........................................................................................................10
2. PREREQUISITE MATERIALS FOR OPERATIONS SUPPORT SOLUTION........................................................10
3. DEFINITIONS...................................................................................................10
4. SOW CHANGE CONTROL............................................................................................11
5. DESCRIPTION...................................................................................................11
6. FUNCTIONAL ARCHITECTURE.......................................................................................11
6.1 OPTIONAL FEATURES AND AVAILABILITY........................................................................13
6.2 CONNECTIVITY REQUIREMENTS.................................................................................13
7. HARDWARE ARCHITECTURE.........................................................................................13
7.1 ATP CENTRAL SERVER..........................................................................................
7.2 ATP FRONT ENDS............................................................................................14
7.3 OFF-SWITCH WORKSTATION (OSW)..............................................................................14
7.4 PERIPHERALS...............................................................................................15
7.4.1 ATP PRINTERS..........................................................................................15
7.4.2 USER TERMINAL AND SUPPORTING NETWORK..................................................................15
7.5 DATA COMMUNICATIONS NETWORK...............................................................................16
8. SOFTWARE ARCHITECTURE.........................................................................................16
8.1 OPERATING SYSTEMS.........................................................................................16
8.2 DATABASE..................................................................................................16
8.3 THIRD-PARTY SOFTWARE AND LICENSES.........................................................................16
9. SYSTEM PERFORMANCE............................................................................................17
9.1 CAPACITIES, LIMITS AND RESTRICTIONS.......................................................................17
10. PROJECT MANAGEMENT...........................................................................................18
10.1 PROJECT MANAGEMENT ACTIVITIES AND REQUIREMENTS...........................................................18
10.2 METHODOLOGY AND TOOLS....................................................................................19
10.3 INITIAL SWITCH CONNECTIVITY PLAN.........................................................................19
10.4 DOCUMENTATION............................................................................................19
10.5 CONNECTVU-ATP TRAINING...................................................................................21
10.5.1 CONNECTVU-ATP END USER (OS0505)......................................................................21
10.5.2 CONNECTVU-ATP SYSTEM ADMINISTRATION (OS0504).........................................................22
10.5.3 CONNECTVU-ATP OPERATIONS ADMINISTRATION (OS0506).....................................................23
11. DEPLOYMENT...................................................................................................24
11.1 DELIVERY.................................................................................................24
11.2 INSTALLATION.............................................................................................24
11.2.1 CENTRAL/SERVERS AND WORKSTATIONS/PC(S)...............................................................24
11.2.2 SWITCH EQUIPMENT.....................................................................................25
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11.2.3 COMMUNICATIONS SOFTWARE ON HOST......................................................................25
11.2.4 COMMUNICATIONS SOFTWARE ON FRONT-END/SERVERS.........................................................26
11.3 ACCEPTANCE TEST PLAN.....................................................................................26
11.4 DEPLOYMENT MILESTONES....................................................................................26
LUCENT TECHNOLOGIES INC. AND ALLEGIANCE TELECOM, INC. PROPRIETARY
72
STATEMENT OF WORK FOR AN
OPERATIONS SUPPORT SOLUTION
BETWEEN ALLEGIANCE TELECOM, INC.
AND LUCENT TECHNOLOGIES, INC.
SCOPE
This Statement of Work ("SOW") is attached as EXHIBIT A to and made a part of
that certain Addendum Two ("Addendum") to the General Agreement (Contract Number
LNM101697DASAT) ("GENERAL AGREEMENT") dated October 16, 1997 between Lucent
Technologies Inc. ("LUCENT") and ALLEGIANCE TELECOM, INC. ("ALLEGIANCE"). This
SOW shall set forth certain information and roles and responsibilities of the
parties with respect to certain Communications Software Products to be ordered
by ALLEGIANCE and furnished by Lucent under the Addendum including, without
limitation, the features and technical specifications for the Software packages
described herein (which shall be the Specifications for such Software for
purposes of the applicable Lucent warranty), the list and description of
material which comprises the Communications Software Products, a project
schedule governing Lucent's delivery of the Communications Software Products,
and a description of the applicable acceptance tests and acceptance criteria.
PREREQUISITE MATERIALS FOR OPERATIONS SUPPORT SOLUTION
In consideration of Allegiance's intent to purchase DEP (Datakit Elimination
Package), Allegiance understands that Lucent is providing a loaner Datakit to
support five (5) switches and that this functionality is required as part of the
Allegiance network. Any growth beyond five (5) switches will be at an extra cost
to Allegiance. Ninety (90) days after declared GA of DEP, Allegiance will be
required to obtain a DEP.
Ninety (90) days after declared GA of DEP, Lucent will suspend support of
Datakit and require an order for DEP. Lucent/Allegiance will then negotiate a
mutually agreed upon date for the removal of the Datakit and cutover to DEP on a
date not to exceed 45 days from date of order.
DEFINITIONS
All capitalized terms not expressly defined in this SOW shall have the meaning
ascribed to them in the Addendum.
a) "CHANGE CONTROL" means the process for updating this SOW as described in
the Addendum, SECTION 1.6, CHANGE CONTROL PROCESS.
b) "CONNECTVU-ATP" (AUTOMATED TRANSLATION AND PROVISIONING) is a
Communications Software Product that automates switch provisioning (memory
administration) for infrastructure (Recent Change/Verify which support
trunking, routing, charging, and complex services set-up) and line-side
(Recent Change/Verify which support service activation for POTS, Centrex
and ISDN).
c) "ECHO BACK LINKS" means the mechanism for providing RC/V success, RC fails,
and RC batch messages from the 5ESS or DMS switch to CONNECTVU-ATP.
LUCENT TECHNOLOGIES INC. AND ALLEGIANCE TELECOM, INC. PROPRIETARY
73
d) "MILESTONE" means an event that will be tracked to measure the status of
the activities defined in this SOW.
e) "RECENT CHANGES/VERIFY" means the mechanism for entering and retrieving
switch configuration data into/from the switch.
SOW CHANGE CONTROL
On the effective date of the Addendum, the content of the SOW will be baselined
such that future changes will be requested, approved and implemented through the
Change Control process described in the Addendum, SECTION 1.6, CHANGE CONTROL
PROCESS, including mutual written agreement between the parties prior to
changing the SOW. Upon request and prior written agreement between the parties
regarding the terms, Lucent will work with third party vendors to integrate
changes to the Communications Software Products offered herein. Lucent makes no
representation or warranty that such change or the Communications Software
Products will work with any third party vendor items unless the same is
expressly set forth in this SOW.
If Lucent accepts a change to this SOW which requires Lucent Products to
inter-work with systems supplied by a third party, prior to changing this SOW
and implementing such change, ALLEGIANCE will obtain the written approval from
the affected third party and satisfy any requirements of such third-party.
DESCRIPTION
In consideration of the payment by ALLEGIANCE of the license and other fees
described in the Contract, Lucent shall provide to ALLEGIANCE, in accordance
with SECTION 11.4, "Deployment Milestones," of this SOW: CONNECTVU-ATP ("ATP").
In addition, Lucent will provide project management services necessary to
install the ATP as described in SECTION 11.2, "Installation," of this SOW.
Milestones, the parties' responsibilities for each milestone, and the milestone
dependencies are described in SECTION 11.4, "Deployment Milestones" of this SOW.
Lucent will also conduct the acceptance test plan as described in SECTION 11.3,
hereof.
FUNCTIONAL ARCHITECTURE
In consideration of the payment of the license fees set forth in the Contract,
Lucent will deliver ATP Release 4.0 in accordance with the milestones in SECTION
11.4, "Deployment Milestones" of this SOW.
The features of the CONNECTVU-ATP product (Release 4.0) listed in the following
table are included in the pricing in the Contract unless explicitly noted
otherwise.
--------------- -------------------------------------------------- --------------------------------------------------
REF. NO. FUNCTION COMMENTS
--------------- -------------------------------------------------- --------------------------------------------------
ATP1.1 Support for 5ESS generic 5E12 and DMS100 generic ATP Release 4.0
NA007.
--------------- -------------------------------------------------- --------------------------------------------------
ATP1.2 Support of mechanized switch provisioning for A complete list of views/tables will be
Infrastructure Recent Change/Verify. delivered under a separate cover.
--------------- -------------------------------------------------- --------------------------------------------------
ATP1.3 Support of mechanized switch provisioning for A complete list of views/tables will be
--------------- -------------------------------------------------- --------------------------------------------------
LUCENT TECHNOLOGIES INC. AND ALLEGIANCE TELECOM, INC. PROPRIETARY
74
--------------- -------------------------------------------------- --------------------------------------------------
REF. NO. FUNCTION COMMENTS
--------------- -------------------------------------------------- --------------------------------------------------
Line-Side Recent Change/Verify. delivered under a separate cover.
--------------- -------------------------------------------------- --------------------------------------------------
ATP1.4 Switch coupler to create and maintain an mirror ALLEGIANCE must purchase appropriate
time updates to the ATP shadow database whenever Echo-Back image of the switch database by
changes are made to the switch database. providing real feature support from NORTEL.
--------------- -------------------------------------------------- --------------------------------------------------
ATP1.5 Real time provisioning of switch Recent
Change/Verify.
--------------- -------------------------------------------------- --------------------------------------------------
ATP1.6 Power tools for rapid creation of multiple
Recent Change/Verify across switch network.
--------------- -------------------------------------------------- --------------------------------------------------
ATP1.7 Textual and Graphical User interface. Executing ATP GUI in a PC environment requires
sufficient bandwidth and PC capacity to achieve
acceptable performance levels. Lucent will
provide an initial consultation to ALLEGIANCE if
required.
--------------- -------------------------------------------------- --------------------------------------------------
ATP1.8 Report generation.
--------------- -------------------------------------------------- --------------------------------------------------
ATP1.9 User Defined templates for switch
standardization.
--------------- -------------------------------------------------- --------------------------------------------------
ATP1.10 Intelligent and Vendor defaults allow data entry shortcuts.
--------------- -------------------------------------------------- --------------------------------------------------
ATP1.11 Security features including: user and password
authentication, login groups with various
degrees of access
--------------- -------------------------------------------------- --------------------------------------------------
ATP1.12 Support Year 2000 Requires appropriate third-party software year
2000 compliance.
--------------- -------------------------------------------------- --------------------------------------------------
ATP1.13 Separate audit channel to maintain integrity of Available for Lucent's TNM and BELLCORE's NMA
shadow database. systems. Integration into any other
surveillance system is not included in the RTU
fee for this offer.
--------------- -------------------------------------------------- --------------------------------------------------
ATP1.14 Support for LNP 5ESS: 9.36 view, DMS - four (4) tables:
HOMELRN, FNPA7DIG, QORCAUSE, and PORTNUMS.
--------------- -------------------------------------------------- --------------------------------------------------
ATP1.15 Support for DNU-S 5ESS - five (5) views: 19.13, 19.14, 20.12,
20.24, 20.25
--------------- -------------------------------------------------- --------------------------------------------------
ATP1.16 Support the creation of a virtual standard CONNECTVU-ATP provides a rich repertoire of
switch for reference. power tools that facilitate the construction of
a virtual switch, and that can be used to copy
translations from this switch to other switches.
For example the XCOPY feature can be used to
query a set of translations from the virtual
switch and to create a translations order of
insert RCs in a new switch, based on the
queried translations from the virtual switch.
--------------- -------------------------------------------------- --------------------------------------------------
LUCENT TECHNOLOGIES INC. AND ALLEGIANCE TELECOM, INC. PROPRIETARY
75
OPTIONAL FEATURES AND AVAILABILITY
The following additional features will be made optionally available to
ALLEGIANCE to purchase, at their General Availability (GA) date:
-------------------------------------- ---------------------------------------
FEATURE AVAILABILITY
-------------------------------------- ---------------------------------------
Task Tool-Kit which includes: Targeted date - December 1998
o Dynamic Task Builder
o Task Execution Engine
o Task Execution via Java GUI
-------------------------------------- ---------------------------------------
DataKit Elimination Targeted date - December 1998
-------------------------------------- ---------------------------------------
CONNECTIVITY REQUIREMENTS
ALLEGIANCE is required to procure the products and materials required for
DataKit(R) and switching connectivity between the ATP Central and each of the
switches.
ALLEGIANCE at its sole cost and expense is responsible for providing 10Kbps LAN
connectivity, per instance of ATP Central to Front-End Processor connectivity,
as well as between the Front-End Processor and the PCs, in accordance with the
CONNECTVU-ATP Planning Guide.
HARDWARE ARCHITECTURE
This architecture is based on an initial sizing estimates from ALLEGIANCE. It
addresses the production environment for Lucent's systems taking advantage of
"off the shelf" configuration. The standard hardware configuration for
ALLEGIANCE is three 1.6 M bay arrangement. Changes in hardware configuration may
result in additional service changes to ALLEGIANCE for certification of
non-standard hardware configuration. In addition, Lucent requires ALLEGIANCE to
sign a waiver limiting Lucent's liability due to changes made to the standard
configuration by ALLEGIANCE.
Due to specialized high availability requirements for ATP, the ATP Server is
being deployed in its duplex processor configuration.
ATP utilizes a flexible distributed architecture. The ATP systems consists of
two major processing systems:
ATP Central
ATP Front Ends
The Central processor that manages the communication and Central database
functions consists of a high availability (primary/backup processors)
Hewlett-Packard configuration with high bandwidth DAT backup. The ATP Front-End
processor consists of a SUN server for work flow management and PC-based
X-terminals interconnected via a TCP/IP LAN. The architecture is scaleable and
allows for very flexible work center access.
LUCENT TECHNOLOGIES INC. AND ALLEGIANCE TELECOM, INC. PROPRIETARY
76
The Central is provided in a duplex mode for reliability. One processor is the
active system and the other processor is a back-up system. The back-up
processor's primary role is to provide redundancy in the event the active
processor is not available.
The operations center hardware for the ATP Central is based on a Hewlett Packard
duplex configuration. ATP offers a standard K420 configuration the with duplex
processor consists of the following components.
--------------------- -------------------------------------------------------------------------------
ATP CENTRAL CONFIGURATION
--------------------- -------------------------------------------------------------------------------
PROCESSOR Duplex HP K420 Servers with 4 120 Mhz processors
each, equipped with CD ROM and DAT Tape for SW load
--------------------- -------------------------------------------------------------------------------
MEMORY 1.5 Gb memory
--------------------- -------------------------------------------------------------------------------
NETWORK CARDS 10BaseT/100BaseT Ethernet card
DataKit Z7126A, Z7127A and associated driver software
--------------------- -------------------------------------------------------------------------------
DISKS (APPLICATION 2 External Disk cabinets
DATABASE) 4GB Boot Disk (8G total)
64 Mirrored Disks (128G total)
--------------------- -------------------------------------------------------------------------------
PERIPHERALS 4 FWD SCSI-2 Cards each 3 SE SCSI-2 Cards each
9-track tape for switch load 6 external 12G DATs, DB
backup
--------------------- -------------------------------------------------------------------------------
ATP FRONT ENDS
The ATP Front End provides an interface between the Central and the
work-centers. A duplexed Front End configuration is offered for reliability.
Both units are active and share the processing tasks. In the event of a failure
of one of the Front End units, all of the tasks can be directed to a single
unit. The ATP user display is a motif-based X-window graphical user interface.
This display are remoted via X11 protocol onto an X-server running on a local
user PC desktop.
The ATP Front End hardware consists of a SUN UltraSPARCII pair, each equipped
with the following:
--------------------- --------------------------------------------------------------------------
ATP FRONT-END CONFIGURATION
--------------------- --------------------------------------------------------------------------
PROCESSOR SUN UltraSPARCII Model 1300 with one 300Mhz processor
--------------------- --------------------------------------------------------------------------
MEMORY 128 Mb Expansion (2X32 Mb DIMMS)
--------------------- --------------------------------------------------------------------------
NETWORK CARDS 10Base T/100BaseT Ethernet card
--------------------- --------------------------------------------------------------------------
DISKS 2 @ Internal 4.2 GB 7200 RPM SCSI disk drive
--------------------- --------------------------------------------------------------------------
INTERNAL Turbo Graphics Card
--------------------- --------------------------------------------------------------------------
PERIPHERALS 12-24GB 4mm DDs-3 Tape Unipack with 68-to-68 pin SCSI cable
20 " Monitor
--------------------- --------------------------------------------------------------------------
OFF-SWITCH WORKSTATION (OSW)
The Off-Switch Workstation (OSW) is used to initialize the CONNECTVU-ATP 5E
database.
The OSW hardware consists of a single SUN UltraSPARCII configuration as
described in the following table:
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--------------------- --------------------------------------------------------------------------
ATP OSW CONFIGURATION
--------------------- --------------------------------------------------------------------------
PROCESSOR SUN UltraSPARCII Model 1300 with one 300Mhz processor
--------------------- --------------------------------------------------------------------------
MEMORY 128 Mb Expansion (2X32 Mb DIMMS)
--------------------- --------------------------------------------------------------------------
NETWORK CARDS 10Base T/100BaseT Ethernet card
--------------------- --------------------------------------------------------------------------
DISKS 2 @ Internal 4.2 GB 7200 RPM SCSI disk drive
--------------------- --------------------------------------------------------------------------
INTERNAL Turbo Graphics Card
--------------------- --------------------------------------------------------------------------
PERIPHERALS 12-24GB 4mm DDs-3 Tape Unipack with 68-to-68 pin SCSI cable
20 " Monitor
--------------------- --------------------------------------------------------------------------
PERIPHERALS
ATP PRINTERS
o (2) EPSON LQ-870 Dot-matrix printer or equivalent connected to the ATP
console terminal for logging of installation and error messages
o (1) HP LaserJet 6M PLUS series printers which automatically switches
between postscript and PCL. The ATP Front Ends use remote postscript
printing for printing screens, while the ATP Central uses remote ASCII
or PCL printing for reports. The HP LaserJet 6M Plus Series printer
connects via a Microplex Model M202 PLUS box to ALLEGIANCE's LAN.
USER TERMINAL AND SUPPORTING NETWORK
The ATP application will be accessible from appropriately configured desktop
PCs.
PC DESKTOP CONFIGURATION
It is expected that the following PC configuration should suffice for
Lucent application co-display:
CPU type: 000 XXx Xxxxxxx or greater
Operating System: Windows NT 4.0 Workstation or Windows95
System Memory: 32 Meg or greater
Video Memory: 2 Meg or greater
Monitor Resolution: 1024x768 or greater
Monitor Size: 17" or greater
LAN Hardware: 10Mbps or 100Mbps TCP/IP
PC Software Netscape Communicator 4.0, or 4.04 with JDK 1.1 patches
Hummingbird exceed 6.0
The Hummingbird exceed is required for access to ATP X-based GUI. The use of the
PC for Lucent's applications coupled with simultaneous usage needs of
ALLEGIANCE's existing systems accessible from the common PC, may dictate higher
requirements for system CPU, memory and network. If the Task Tool-Kit feature is
purchased, changes may be required to the PC configuration.
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DATA COMMUNICATIONS NETWORK
The Central/Server utilizes CMP-HS boards to connect to the Datakit network. The
same Datakit host network, co-located with the Central/Server is utilized to
connect to the telemetry network for ATP access to ALLEGIANCE switches via X.25
protocol. The Lucent Front-End/Server is interconnected xxx 00XxxxX Xxxxxxxx
network to the Central/Server. Each ATP Front-End/Server is required to be on
the same LAN sub-net segment. The data network to interconnect servers and
clients should be designed to minimize X11 traffic over the WAN interconnecting
ALLEGIANCE's remote sites. Lucent recommends placing the ATP Front-End/Server
and corresponding client PCs on a separate LAN segment, to eliminate broadcast
of this X11 traffic.
SOFTWARE ARCHITECTURE
OPERATING SYSTEMS
----------------------------------------------------------------------
OPERATING SYSTEM SOFTWARE - ATP CENTRAL
----------------------------------------------------------------------
HP UX 10.20
----------------------------------------------------------------------
Lucent One OS/BaseWorX 6.2 Platform
----------------------------------------------------------------------
HP MirrorDisk/UX
----------------------------------------------------------------------
----------------------------------------------------------------------
OPERATING SYSTEM SOFTWARE - ATP FRONT END
----------------------------------------------------------------------
Sun Solaris 2.5.1 11/97
----------------------------------------------------------------------
DATABASE
----------------------------------------------------------------------
DATABASE SOFTWARE - ATP CENTRAL
----------------------------------------------------------------------
Informix Online DS-Dev /User License 7.23UC4
----------------------------------------------------------------------
Informix SQL Runtime 6.05.UD2
----------------------------------------------------------------------
Informix 4GL Runtime 6.05.UC1
----------------------------------------------------------------------
THIRD-PARTY SOFTWARE AND LICENSES
The ATP application third party software is packaged with the ATP application.
1. ALLEGIANCE may choose to purchase licenses for this third-party software
directly from the vendor or through Lucent. If purchased directly through
the vendor, ALLEGIANCE will be responsible for supplying appropriate keys
to Lucent during the ATP installation. ALLEGIANCE is also responsible for
obtaining licenses for upgrades to future versions of the operating systems
should subsequent ATP releases require OS upgrades. Per the Lucent
Communications Software, Third-Party Hardware and Software Distribution
Policy published 2/20/98, if ALLEGIANCE purchases or leases this software
(e.g., Informix, Solaris) directly from the suppliers, Lucent needs from
ALLEGIANCE, a letter on each of the supplier(s) letterhead, stating:
o number of user licenses purchased
o confirming that software maintenance has been purchased
o authorizing Lucent to deliver patches, fixes, etc. on behalf of the
supplier.
LUCENT TECHNOLOGIES INC. AND ALLEGIANCE TELECOM, INC. PROPRIETARY
79
------------------------------------------------------------------- ---------------------------------- --------------------
SOFTWARE QUANTITY SUPPLIED BY
------------------------------------------------------------------- ---------------------------------- --------------------
HP UX 10.20 - Primary (Unlimited) one (1) copy ALLEGIANCE
------------------------------------------------------------------- ---------------------------------- --------------------
HP UX 10.20 - Backup (2 Users) one (1) copy ALLEGIANCE
------------------------------------------------------------------- ---------------------------------- --------------------
Informix Online DS-Dev /User License 7.23UC4 (64 users) one (1) copy (license) ALLEGIANCE
------------------------------------------------------------------- ---------------------------------- --------------------
Informix Online DS-Dev /User License 7.23UC4 Assurance one (1) copy (license) ALLEGIANCE
------------------------------------------------------------------- ---------------------------------- --------------------
HP MirrorDisk/UX one (1) copy ALLEGIANCE
------------------------------------------------------------------- ---------------------------------- --------------------
Informix SQL Runtime 6.05.UD2 one (1) copy ALLEGIANCE
------------------------------------------------------------------- ---------------------------------- --------------------
Informix SQL Runtime 6.05.UD2 Assurance one (1) copy ALLEGIANCE
------------------------------------------------------------------- ---------------------------------- --------------------
Informix 4GL Runtime 6.05.UC1 one (1) copy ALLEGIANCE
------------------------------------------------------------------- ---------------------------------- --------------------
Informix 4GL Runtime 6.05.UC1 Assurance one (1) copy ALLEGIANCE
------------------------------------------------------------------- ---------------------------------- --------------------
Lucent OneOS/BaseWorX 6.2 Platform one (1) copy Lucent
------------------------------------------------------------------- ---------------------------------- --------------------
Sun Solaris 2.5.1 11/97 three (3) copies ALLEGIANCE
------------------------------------------------------------------- ---------------------------------- --------------------
SYSTEM PERFORMANCE
CAPACITIES, LIMITS AND RESTRICTIONS
The factors listed below determine the CONNECTVU-ATP Central processor
application capacity:
o Number of Switches
o Switch Technology mix
o Number of Lines
o Number of Trunks
o RC change activity (number of changes per line/trunk per year)
o Number of Rate Centers supported per switch Number of Views/Tables shadowed
The ATP Central processor will be configured to accommodate the initial
ALLEGIANCE configuration based upon the following guidelines. If these
guidelines are exceeded, ALLEGIANCE may not experience an acceptable level of
capacity and performance, and may be required to purchase additional hardware to
achieve an acceptable level of capacity:
o Up to five (5) switches
o Line and Infrastructure views shadowed (initial set offered)
o Combined total of 250,000 lines and trunks
o Average of five (5) changes per line per year
o 60 days history saved
o Up to 24 rate centers per switch
o 99 simultaneous active users (one user is equivalent to one open window to
one switch, the user is considered active if they are sending or receiving
information from the switch)
The CONNECTVU-ATP Front End Processor (FEP) optimal performance is limited by
the number of workstations connected to the System. An X-terminal is defined as
a X-Station or a PC running X-terminal emulation (i.e., Hummingbird exceed 6.0).
Each ATP Front-End pair can support up to 40 workstations (due to CPU
limitation). Any combination of workstation and X-terminals can be connected to
the FEP as long as the workstation equivalent is less than or is equal to 40.
The CONNECTVU-ATP will function as warranted only within these assumptions.
LUCENT TECHNOLOGIES INC. AND ALLEGIANCE TELECOM, INC. PROPRIETARY
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---------------------------------------------------------
CONVERSION TABLE
---------------------------------------------------------
---------------------------------------------------------
one (1) workstation = one (1) workstation equivalent
---------------------------------------------------------
---------------------------------------------------------
one (1) X-terminal = 1.6 workstations
---------------------------------------------------------
---------------------------------------------------------
0.625 X-terminals = 1 workstation
---------------------------------------------------------
PROJECT MANAGEMENT
PROJECT MANAGEMENT ACTIVITIES AND REQUIREMENTS
Lucent will provide project management activities as described below:
o Lucent will establish and lead a joint Lucent/ALLEGIANCE Management and
Implementation Team.
The team is composed of authorized representatives from each party who are
considered subject matter experts in the current and future CONNECTVU-ATP
functionality. Membership may also include ordering personnel for hardware
and facilities, and training, operations and maintenance personnel. The
parties project managers will co-chair this team. Their respective roles
are to set goals, review results and make major project decisions in a
timely manner. The co-chairs will deal with the specifics of the product
implementation such as detailing all tasks, developing schedules, assigning
personnel, reporting to the aforementioned Management Team on status and
controlling the implementation process. The recommended meeting interval
will be determined by the time frame of this implementation.
o Lucent Project Management will develop and update a project plan during
the installation and implementation of the Products and Software provided
in this SOW consistent with ALLEGIANCE goals with respect to their overall
program plan and the joint effort of Lucent/ALLEGIANCE. The plan will
include the necessary hardware and communication needs for the Central
processors and workstations/PCs. Lucent will also incorporate training
needs into this plan.
o The Lucent project manager will use information provided by ALLEGIANCE to
determine host and work-center requirements, high level location and
communication requirements, and the parties' respective responsibilities
for meeting these requirements.
ALLEGIANCE will provide detailed engineering including, but not limited to,
such tasks as specifying developing detailed work-center floor plan
layouts, power engineering, modem locations, cable runs, switch I/O slot
assignments, needed to fully implement the CONNECTVU-ATP configuration.
ALLEGIANCE will provide suitable office facilities, such as a desk, a
chair, telephone, personal computer, multiple analog telephone lines, and
access to a photocopier and facsimile, which are necessary for Lucent's
performance of project management activities cited herein.
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Lucent will facilitate project level communication via regularly scheduled
meetings.
Periodic joint Work Breakdown Structure (WBS) reviews will be held to xxxx
progress against the deployment plan and identify jeopardy situations.
METHODOLOGY AND TOOLS
The project management teams will apply modern project management methods and
tools in the management of the ALLEGIANCE project, including the generation of
the Work Breakdown Structure (WBS).
To guide the implementation activities and to ensure completeness, Lucent will
develop a detailed WBS, following formal and informal meetings held with Lucent
and ALLEGIANCE subject matter experts, to identify all project tasks. The WBS
will show the tasks which must be completed to insure that a thorough and
complete job has been done through every project phase. The WBS also includes
itemized activity lists with the name(s) of the person responsible and when the
activity must be completed. Actual completion dates and jeopardy situations are
also noted. Finally, the WBS identifies critical project milestones, and is the
basis for 1) the Deployment Milestones shown in SECTION 11.4, and 2) the
detailed project plan, which includes task duration's and intervals.
Lucent will develop the appropriate detailed project plans and Critical Path
Method (CPM) schedules during the implementation of this SOW.
INITIAL SWITCH CONNECTIVITY PLAN
A connectivity plan for the first switch (switch to be selected jointly by
Lucent and ALLEGIANCE) will be developed jointly with ALLEGIANCE in accordance
with the time frame set forth in SECTION 11.4, "Deployment Milestones". The
initial switch connectivity plan will be dependent on the deployment and
availability of data networking between CONNECTVU-ATP and the selected switch.
The parties must complete the switch connectivity plan prior to ensuring that
the CONNECTVU-ATP system is able to send and receive Recent Change/Verify
information to and from the selected switch. ALLEGIANCE is responsible for
setting up the CONNECTVU-ATP software to communicate with all subsequent
switches.
DOCUMENTATION
Documentation to be provided for the CONNECTVU-ATP Software is limited to one
(1) hard copy, paper set of Related Documentation on ATP. Updates of such
Related Documentation will be delivered in the form of new pages, Section, or
entire documents depending on the magnitude of the update during the warranty
period. Subsequent updates shall be subject to any future software maintenance
contract between the parties. The list and description of CONNECTVU-Automated
Translations and Provisioning (ATP) documents is provided below in accordance
with SECTION 11.4, "Deployment Milestones".
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CONNECTVU-ATP End User Job Aid (190-216-200)
This document serves as a quick reference guide for end users. It contains tasks
pertinent to the CONNECTVU-ATP environment, as well as the SUN workstation
environment. It guides users through logging on, navigating within
CONNECTVU-ATP, how to transmittal sheets, how to use the query feature, how to
create orders, and how to fix orders. This aid is used in conjunction with the
OS0505 course.
CONNECTVU -ATP Planning Guide (190-216-201)
This document is a reference guide for system level planners and as a reference
document for the Lucent account representatives. Supporting documentation and
drawings are listed.
CONNECTVU -ATP System Administration Job Aid (190-216-202)
This document serves as a quick reference guide for system administrators. It
instructs how to add and delete a switch, log in to the CONNECTVU-ATP Front End
and Central, update NIS+ tables, send broadcast messages, become a Super-user,
check link connectivity, check disk space, connect to a Recent Change & Echo
Back link, perform backups of the Front End and Central, reboot workstations &
Front End processors, and add and delete users. This aid is used in conjunction
with the OS0504 course.
CONNECTVU -ATP Operations Administration Job Aid (190-216-203)
This document serves as a quick reference guide for operations administrators.
All the procedures found in this document have been condensed to supply a quick
reference for those users who have experience running these procedures. Fully
detailed procedures can be found in the CONNECTVU-ATP Operations Training Guide.
This aid is used in conjunction with the OS0506 course.
CONNECTVU -ATP Procedures - Switch (190-216-204)
This document serves as a guide for installation procedures, as well as
integration and growth of the CONNECTVU-ATP Recent Change link & ECHO Back link.
In addition, it contains 5ESS Switch & DMS-100 switch dump procedures.
CONNECTVU -ATP Troubleshooting Guide (190-216-205)
This Trouble Shooting guide is used to assist the system administrator in
recognizing errors and providing some general guidelines on how to recover from
the errors. A special Section is dedicated to the CONNECTVU-ATP to 5ESS Switch
interface. This interface consists of CONNECTVU, DataKit(R) VCS, Data Sets,
facilities special cables, UN582/TN75C circuit boards and the 5ESS I/O channels.
CONNECTVU -ATP End User Student Guide (190-216-220)
This document serves as a student training guide, as well as a CONNECTVU-ATP
user guide. It describes the role of the various users of the system and how the
different work groups interact. It lists the benefits and features of
CONNECTVU-ATP and presents a high level view of the system topology.
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CONNECTVU -ATP System Administration Student Guide (190-216-221)
This document serves as a student training guide, as well as a CONNECTVU-ATP
user guide. It describes the CONNECTVU-ATP system purpose and features,
describes the major CONNECTVU-ATP system users, teaches the three (3) major
computer systems associated with CONNECTVU-ATP and defines the major software
elements.
CONNECTVU -ATP Operations Administration Student Guide (190-216-222).
This document serves as a student training guide for CONNECTVU-ATP Central
processor operation and administration. It describes the system hardware
components, and hardware and software configuration. The shadow database concept
is discussed long with the ATP database operations including: loading 5ESS and
DMS switches into the database, archiving data, and database synchronization
using surveillance system data. The course discusses routine responsibilities of
the system administrator along with system fail-over, backup, recovery and
software upgrades.
CONNECTVU-ATP TRAINING
Lucent will provide ALLEGIANCE the following training at no additional cost to
ALLEGIANCE for CONNECTVU-ATP:
o End User (OS0505), one (1) session, maximum ten (10) students.
o System Administration (OS0504), one (1) session, maximum ten (10)
students.
o Operations Administration (OS0506), one (1) session, maximum ten (10)
students.
The training will be available to ALLEGIANCE until 12/31/98.
ALLEGIANCE is responsible for providing classrooms and all materials described
in the following course descriptions.
CONNECTVU-ATP END USER (OS0505)
This course describes the role of the various users of the system and how the
different work groups interact. It lists the benefits and features of
CONNECTVU-ATP, presents a high-level view of the system topology, helps the user
navigate through the system, do queries and reports, call up various switch
views, describe how to use templates, enter or change specific data and schedule
events.
This course also describes how to manage work flows, explains how the order
summary feature and reference feature is accessed, generate reports, identifies
power tools, describes the concept of shadow databasing and its advantages in
the Recent Change process.
In addition, this course will teach the performance of multiple tasks across
multiple switches simultaneously, how to create reservations for certain Recent
Change/Verify in an order, how to create/modify/fix/cancel/uncancel and schedule
Recent Change/Verify, and how to use linked scenarios to automate the workflow.
Duration: three (3) days, maximum of ten (10) students.
Prerequisites: Workstation experience, Translations experience is helpful.
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Key topics:
o Feature review
o Database synchronization
o Use of the workstation
o Getting started using CONNECTVU-ATP
o Using the transmittal sheet for work flow management
o Creating and managing orders Creating reports
o Use of the order summaries
o Using the linked views
o Use of the power tools
Media: This training will be conducted using the customer's (ALLEGIANCE)
CONNECTVU-ATP system.
Equipment required for suit-casing: In addition to the active system to be
provided by ALLEGIANCE, ALLEGIANCE shall provide a vu-graph machine and a PC for
the instructor and each student which is connected to CONNECTVU-ATP system and
TCP/IP access to CONNECTVU-ATP system.
Training Location: Customer site.
CONNECTVU-ATP SYSTEM ADMINISTRATION (OS0504)
This course teaches the three (3) major computer systems (Central, Front-End and
OSW) associated with CONNECTVU-ATP, defines the major software elements and
describes the shadow database concept and synchronization. It also teaches
database and data flow, gives the responsibilities required of a system
administrator, how to perform daily/weekly/monthly tasks by the system
administrator, explains procedures to contact support of the CONNECTVU-ATP
system, and performs administration for the user, for switch information, and
Recent Change/Echo Back Links information.
Duration: 2 and 1/2 days, maximum of ten (10) students.
Prerequisites: UNIX system administration experience. HPUX/SOLARIS/NIS+
experience is helpful.
Key Topics:
o Total system configuration
o System administrator role
o System hardware descriptions
o System software descriptions
o Database and data flows
o Task descriptions
o Routine task procedures such as backups, checking status
o Emergency task procedures such as restarting the system
o As-required task procedures such as password security
o Software updates
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Media: This training will be conducted using the Customer's (ALLEGIANCE)
CONNECTVU-ATP system.
Equipment required for Suit-casing: In addition to the active system to be
provided by ALLEGIANCE, ALLEGIANCE shall provide a vu-graph machine, and it is
recommended that a SUN workstation be provided for the instructor and a PC
connected to CONNECTVU-ATP system be provided for each student, and TCP/IP
access to CONNECTVU-ATP system.
Training Location: Customer site.
CONNECTVU-ATP OPERATIONS ADMINISTRATION (OS0506)
This course covers CONNECTVU-ATP Central processor operation and administration.
System hardware components and hardware and software configuration are
described. The shadow database concept is discussed long with the ATP database
operations including: loading 5ESS and DMS switches into the database, archiving
data, and database synchronization using surveillance system data. The course
discusses routine responsibilities of the system administrator along with system
fail-over, backup, recovery and software upgrades.
Duration: 1 - 2 days, maximum of ten (10) students.
Prerequisites: SUN workstation experience and Basic UNIX system experience.
Key Topics:
o System configuration
o Operations administrator roles
o CONNECTVU-ATP Central configuration
o Software configuration
o System operating levels
o Application start-up and shut-down
o UNIX system level commands
o Peripheral addressing
o BUS layout
o Disk drives
o DAT drives
o Disk Mirroring
o Back-ups
o Recovery
o Database loads
o Software updates
o Call-out procedures
Media: This training will be conducted using the Customer's (ALLEGIANCE)
CONNECTVU-ATP system.
Equipment required for suit-casing: In addition to the active system to be
provided by ALLEGIANCE, ALLEGIANCE shall provide a vu-graph machine, and it is
recommended that a SUN workstation for the
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instructor and a PC connected to CONNECTVU-ATP system be provided for each
student, and TCP/IP access to CONNECTVU-ATP system.
Training Location: Customer site.
DEPLOYMENT
DELIVERY
Lucent will deliver CONNECTVU-ATP software and documentation to a single
location designated by ALLEGIANCE.
INSTALLATION
The ATP application installation will commence upon completion of HP
installation and DataKit installation and provisioning in accordance with
CONNECTVU-ATP certified specifications. Lucent will provide the ATP's certified
network configurations. ALLEGIANCE is responsible for the implementation of the
physical network architecture in compliance with CONNECTVU-ATP's network
configuration.
ALLEGIANCE is responsible for connecting to appropriate communications networks,
both LAN/WAN and switch connectivity networks. CONNECTVU-ATP installation,
testing and turn up will be a joint Lucent and ALLEGIANCE responsibility.
Communications hardware and software, including DataKit and LAN/WAN
configurations, communication links, local wiring, powering, cabinet placement,
floor tile cutting, and connecting of equipment services are not included in
this SOW. ALLEGIANCE will perform these services or purchase these services from
Lucent independent of this SOW.
ALLEGIANCE is responsible for ensuring the switch software has the appropriate
features and is at the appropriate release and patch level. ALLEGIANCE is also
responsible for performing switch connectivity growth procedures necessary for
establishing communications to the CONNECTVU-ATP.
CENTRAL/SERVERS AND WORKSTATIONS/PC(S)
CONNECTVU-ATP Central/Servers and their system consoles will be delivered and
installed at the final equipment location. ALLEGIANCE is responsible for the
installation of third-party vendor products provided in this SOW as follows:
o Hewlett-Packard ("HP")
ALLEGIANCE will make arrangements for installation of the HP equipment.
Typical activities required are:
o Pre-installation site visit
o Moving the equipment to the appropriate floor locations. (It should
be noted that ALLEGIANCE will receive the equipment at its shipping
dock and move the crates to the final floor location. HP will not
transport the crates between floors or over long distances. The HP
activity only includes pushing the cabinets after uncrating to the
line-up position.)
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o Uncrating of the equipment
o Mounting and cabling all units within the cabinets
o Assuring the configuration meets the general requirements of this
SOW
o Applying power
o Loading the operating system software
o Installing and executing a series of diagnostic tests to verify all
of the equipment is performing as expected
o Formatting and verifying all of the disk units
o Providing one (1) set of HP documentation
Once the HP installation is complete, Lucent will perform the following Software
installation tasks described in SECTION 11.2.3, "Communications Software On
Host" in this SOW.
o SUN Equipment
ALLEGIANCE is responsible for the installation of all SUN equipment.
Lucent will visit the ALLEGIANCE site and perform the tasks
described in SECTION 11.2.4, "Communications Software on
Front-End/Servers", once the SUN workstations are on site and
necessary network connectivity is established.
SWITCH EQUIPMENT
As an option, Lucent will assist ALLEGIANCE in planning the activities
associated with obtaining the necessary equipment to connect the switches to
CONNECTVU-ATP. The resulting project plan will include these associated
activities.
ALLEGIANCE is responsible for switch site surveys resulting in a detailed
listing of equipment for all of the 5ESS switches and DMS switches. This
detailed listing will include information on cable lengths, modem locations,
circuit information, and available I/O slots to mount circuit boards. ALLEGIANCE
will place and track all orders for such equipment. Optionally, ALLEGIANCE may
contract with LUCENT to provide these services for the 5ESS.
COMMUNICATIONS SOFTWARE ON HOST
Lucent will install and configure all of the CONNECTVU-ATP software on the host
machine, including the application software and any associated third-party
software.
Lucent will:
o Review the configuration as installed to assure all the Lucent
specifications have been met as required by the Lucent warranty. If
problems are encountered, ALLEGIANCE will have the problem corrected.
o Load all of the software required by Lucent
o Verify communications and operations with the DataKit CPM-HS boards.
o Verify normal OA&M operations such as:
o Fail-over
o Database Back-up
o Database Recovery
o Disk Mirroring
o System boot and shutdown
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o Update the site dependent files within the application software with such
information as system names, DataKit dial-strings, LAN addresses, CRON
schedules, and local node DataKit database objects necessary to establish
commkit/CPM-HS data communications.
COMMUNICATIONS SOFTWARE ON FRONT-END/SERVERS
Lucent will perform the following activities as part of the workcenter
deployment service. (Application-specific task detail will be described in the
Lucent project plan.)
o Configure the databases
o Load the standard FE/Server software, including the standard operating
system and application.
o Verify operations of work-center equipment, including FE/Server PCs,
printers, and consoles. This will be done by utilizing the application
software. Lucent will assist in the isolation of any faulty component,
such as the FE/Server, PC, printer, hub, cable or router attached to the
System.
Lucent will assist ALLEGIANCE in developing configuration parameters to provide
PC access to the ATP application. ALLEGIANCE is responsible for implementing PC
configuration in their workcenters.
ACCEPTANCE TEST PLAN
CONNECTVU-ATP Functional Verification Test Plan, (hereinafter referred to as the
"Acceptance Test Plan") describes the complete set of tests, needed to verify
that installation of the CONNECTVU-ATP software meets the requirements of this
SOW. This test plan will be provided under a separate cover.
ALLEGIANCE will be responsible for providing a suitable environment (e.g.,
power, air conditioning, space, network connectivity, lighting) to allow Lucent
to proceed with installation and acceptance testing. After delivery of the
CONNECTVU-ATP software to ALLEGIANCE, Lucent will ensure that this software is
properly configured prior to acceptance by ALLEGIANCE. Lucent and ALLEGIANCE,
will jointly execute the Acceptance Test Plan. CONNECTVU-ATP warranty begins
upon successful completion, and joint sign-off (Lucent/ALLEGIANCE) of the
Acceptance Test Plan.
DEPLOYMENT MILESTONES
Lucent and ALLEGIANCE will jointly develop the Work Breakdown Structure (WBS) to
be delivered under a separate cover.
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EXHIBIT B
PRICING OF CONNECTVU-AUTOMATED TRANSLATIONS AND PROVISIONING
(CONNECTVU-ATP)
FOR
ALLEGIANCE TELECOM INC.
---------------------------------------------- ----------------- -------------------------------------------------------
ITEM PRICE FEATURES INCLUDED
---------------------------------------------- ----------------- -------------------------------------------------------
CONNECTVU-ATP Software License Fee (for $575,000 o Shadow Database for Infrastructure and
first 5 switches, up to 50,000 lines per Line-side Provisioning
switch), 5ESS or DMS-100/200 switch support o Switch Coupler
o Switch Translations via ATP GUI
---------------------------------------------- ----------------- -------------------------------------------------------
CONNECTVU-ATP Task Toolkit License Fee (for $250,000(1) Task Toolkit which includes:
first 5 switches, up to 50,000 lines per o Dynamic Task Builder
switch), 5ESS or DMS-100/200 switch support o Task Execution Engine
o Task Execution via Java GUI
---------------------------------------------- ----------------- -------------------------------------------------------
3rd Party Hardware $430,000(2) HP K420 Duplex Configuration, SUN UltraSparc FEP
Duplex, SUN UltraSparc OSW
---------------------------------------------- ----------------- -------------------------------------------------------
3rd Party Software $150,000(3) HP UNIX 10.20, Informix 7.23, Solaris 2.5.1
---------------------------------------------- ----------------- -------------------------------------------------------
Implementation and Deployment Services $150,000 o Data center & Work center Planning
o Hardware Design, Configuration & Certification
o Switch Connectivity Certification for the first
switch
o Deployment of the Task Toolkit Upgrade
---------------------------------------------- ----------------- -------------------------------------------------------
--------
1 This price does not include TN/OE Assignment Module and assumes Allegiance
would get TN/OE functionality from Metasolv. The Task Toolkit will be delivered
when this software feature is declared Generally Available, currently targeted
for December 1998.
2 Price is for purchase of indicated hardware from Lucent as a VAR. [Note:
Allegiance has indicated that PCs supplied by Allegiance will be used in lieu of
Sun Sparc 5 workstations. Allegiance must provide Hummingbird eXceed 6.0
software for these PCs to function with CONNECTVU-ATP.] Allegiance has indicated
a preference to go directly to the hardware suppliers for purchase of this
equipment. If this occurs, Allegiance must provide a letter to Lucent (on the
supplier's letterhead) verifying that Allegiance has purchased the appropriate
maintenance for the platform's operating system. If Allegiance does not purchase
this maintenance, Lucent is legally prevented from providing patches, fixes and
point releases for the platform operating system as part of our application
support. 3 Price is for purchase of indicated software from Lucent as a VAR.
Allegiance has indicated a preference to go directly to the software suppliers
for purchase. If this occurs, Allegiance must provide a letter to Lucent from
the third party software supplier (on the supplier's letterhead) verifying that
Allegiance has procured the necessary licenses for the third party supplier's
product. In addition, the letter must verify that Allegiance has purchased
necessary maintenance for the third party software product. The letter must
authorize Lucent to distribute fixes and patches for the third party software to
Allegiance as appropriate. If Allegiance does not purchase this maintenance,
Lucent is legally prevented from providing patches, fixes and point releases for
the third party software as part of our application support.
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ITEMS REQUIRED, BUT NOT INCLUDED:
ENGINEER FURNISH, INSTALL OF CUSTOMER PACKET NETWORK
o Detailed engineering ( Switches, CONNECTVU-ATP hardware)
o Switch connectivity hardware (switch circuit packs, modems, shelves, etc.)
o LAN equipment
o Systems equipment installation (switches) Software maintenance, Hardware
maintenance, Cabling, power, frame and aisle lighting, fireproofing,
restorations, cross-connections,
o Hoisting and Hauling
o Transportation Charges
o Federal, State and Local Taxes
o Third party software maintenance (e.g., HP-UX, Informix, Solaris)
o Switch Generic Synchronization (support charge for CONNECTVU-ATP to remain
current with new switch generics)
o Feature enhancements to the switch vendor's switching generic software
(e.g., Lucent 5ESS(R) generics 5E11, 5E12 or Nortel DMS-100/200 generics
NA004, NA007) that require upgrades to CONNECTVU-ATP shall be billed
separately.
o Connection to the 5ESS(R) switches and provision of detailed MOPS
o Installation of a LAN/WAN
o Integration and migration of Lucent Products and/or Software with Third
Party Equipment and/or Third Party Software
o Technical support of Lucent Products and/or Software with Third Party
Equipment and/or Third Party Software
o Metasolv Interface
INCREMENTAL PRICING:
o Additional switch support can be provided at a price of $150K per switch.
o The pricing includes coverage for 50,000 lines per switch. If any given
switch has more than 50,000 lines, additional price will be $1 per line
(beyond 50,000 lines) in increments of 10,000 lines.
TRAINING:
o Three initial training courses are provided with CONNECTVU-ATP:
Operations, System Administration and End User training. One of each
training course (maximum of 10 students) will be provided at Allegiance's
location after hardware and all software is installed.
o
o One additional training course (maximum of 10 students) specific to Task
Toolkit will be provided at Allegiance's location after the Task Toolkit
is deployed.
OTHER ASSUMPTIONS:
o Lucent has to certify the hardware configuration if hardware is purchased
from the hardware vendor directly to guarantee working of CONNECTVU-ATP
software. Lucent will provide the detailed hardware configuration to
Lucent's HP, Informix and SUN account executives, who will work with their
counterparts supporting Allegiance.
o Allegiance will provide appropriate network connectivity, datakit
resources and project management support.
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EXHIBIT C
[LUCENT TECHNOLOGIES
XXXX LABS INNOVATIONS LETTERHEAD]
--------------------------------------------------------------------------------
subject: ALLEGIANCE CONNECTVU SOLUTION - author: X. X. XXXXXXX
CHANGE MANAGEMENT PROCESS DEFINITION CB 2C245
000-000-0000
XXXXXXXX@XXXXXX.XXX
INTRODUCTION
CHANGE MANAGEMENT PROCESS - The purpose of this memo is to document the agreed
to Change Management Process to be used by the Allegiance and Lucent project
management team during the planning, development, implementation and deployment
of the Allegiance CONNECTVU Project. This process will be used to investigate
and/or approve requests for changes in scope identified by Allegiance and Lucent
project team members.
REVISION HISTORY
------------ ------------------------- -------------------------------------------------------- -----------------------
VERSION DATE REASON FOR CHANGE CHANGED BY
------------ ------------------------- -------------------------------------------------------- -----------------------
0.1 February 9, 1998 Initial draft X.X. XxXxxxx
------------ ------------------------- -------------------------------------------------------- -----------------------
1.0 Version 1.0 for approval X.X. XxXxxxx
------------ ------------------------- -------------------------------------------------------- -----------------------
PROCESS DESCRIPTION
This process is used to document and approve or reject, changes to the scope of
this project. This process will be used for changes to the Statement of Work
(SOW), for changes to interface or requirements specification, or for any
changes to the baselined project plan that would significantly impact the
schedule or require additional resources to implement. Either Allegiance or
Lucent can propose changes. The change request must be submitted in writing via
the Change Request Form (see Attachment 1). This proposal should contain a
justification for the change request. If the party receiving the request
requires additional information, it shall request such information within 48
business hours of receiving the proposed change. The party who initiated the
change shall respond to the request for additional information within 48
business hours of the request for additional information. The receiving party
will respond to the change request within six business days of receipt of the
proposed change.
Allegiance and Lucent will consult together within ten working days after the
response to the proposal is received by the initiator, in order to reach
agreement on the proposed change. Once agreement is reached the change can be
implemented.
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The completed Change Request Form and all supporting documentation related to
the approval or rejection of the change request will be maintained under the
Document Control Process.
PROCESS INPUTS
CHANGE REQUEST FORM - THE INITIATOR OF THE CHANGE REQUEST, MUST FILL IN PART 1
AND AS MUCH OF PART 2 AS POSSIBLE IN ORDER TO INITIATE THE CHANGE REQUEST.
PROCESS OUTPUTS
ISSUES LIST - THE COMPLETED CHANGE REQUEST FORM IS AN OUTPUT OF THE PROCESS. THE
RESULT CAN BE AN CHANGE REQUEST THAT IS APPROVED OR REJECTED.
ATTACHMENT
COPY CHANGE REQUEST FORM - THE ATTACHMENT IS AN EXAMPLE OF THE CHANGE REQUEST
FORM. THIS FORM WILL BE USED TO DOCUMENT ALL CHANGE REQUESTS THAT ARE PUT
THROUGH THE CHANGE MANAGEMENT PROCESS.
APPROVALS
Allegiance Approval Signature:
--------------------------------------------
date
Lucent Approval Signature:
------------------------------------------------
date
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ATTACHMENT 1
ALLEGIANCE-LUCENT PROJECT CHANGE REQUEST
PART 1 - IDENTIFICATION (FILLED IN BY INITIATOR) (SHADED PART FILLED IN BY LUCENT PM)
------------------ -------------------------------- -------------------------------- -----------------------
Initiated Date LOG #
------------------ -------------------------------- -------------------------------- -----------------------
Initiated By Date Rec'd by Lucent PM
------------------ -------------------------------- -------------------------------- -----------------------
Phone/Fax Date Rec'd by Allegiance PM
------------------ -------------------------------- -------------------------------- -----------------------
email Target Approval Date
------------------ -------------------------------- -------------------------------- -----------------------
------------------ -------------------------------- -------------------------------- -----------------------
Affected WBS Owner Name
-------------------------------- -------------------------------- -----------------------
Elements Phone/Fax
-------------------------------- -------------------------------- -----------------------
email
------------------ -------------------------------- -------------------------------- -----------------------
PART 2 - PROPOSED CHANGE (FILLED IN BY INITIATOR OR PM)
-------------------------------------------------------------------------------------------------------------
SUBJECT OF PROPOSED CHANGE:
---------------------------
Description of Proposed Chg.:
-----------------------------
Justification of Proposed Chg.:
-------------------------------
Expected Impact if NOT Implemented:
-----------------------------------
use additional sheets as necessary
-------------------------------------------------------------------------------------------------------------
PART 3 - EVALUATION (FILLED IN BY OWNER)
--------------------------------------------------------------------------------
Summary Recommendation:
Description of supporting data:
Estimated Cost/Price:
Schedule Completion:
Resources Required:.
Impact/Risk:
--------------------------------------------------------------------------------
PART 4 - PM REVIEWED
-------------------------------------------------------------------------------------- ---------------------
Allegiance PM: Date:
-------------------------------------------------------------------------------------- ---------------------
Lucent PM: Date:
-------------------------------------------------------------------------------------- ---------------------
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PART 5 - APPROVALS/REJECT SIGNATURE
-------------------------------------------------------------------------------------- ---------------------
Allegiance. Date:
Signature:
-------------------------------------------------------------------------------------- ---------------------
Disposition: Approved
Rejected
-------------------------------------------------------------------------------------- ---------------------
Lucent Signature: Date:
-------------------------------------------------------------------------------------- ---------------------
Disposition: Approved
Rejected
-------------------------------------------------------------------------------------- ---------------------