LICENSE AGREEMENT
This License Agreement (hereinafter "Agreement") is entered Into as of July 11,
2000 by and among Globaltron Communications Corporation, a company
incorporated under the laws of Florida with principal offices located at New
World Tower, 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxx, Xxxxxxx,
U.S.A., (hereinafter "Licensee") CPqD Technologies and Systems, Inc. a
corporation incorporated under the laws of Delaware, U.S.A., with headquarters
located at 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx, X.X.X. (hereinafter
"Licensor"), and Singer Products Inc., a company incorporated under the laws of
Florida, USA, with principal offices located at 0000 Xxxx 00xx) Xxxxxx, Xxxxx
000, Xxxxxxx, Xxxxxxx, X.X.X. and acting herein both in its capacity as
Authorized Sales Representative of CPqD (hereinafter "Singer").
WHEREAS, the Parties herein on May 13, 2000 signed a Memorandum of Understanding
(hereinafter "MOU") in which the licensing of certain software were
contemplated.
WHEREAS, the Parties desire to commence the partial execution of the objectives
of the MOU.
NOW, THEREFORE, in consideration of the mutual agreements and promises
contained in this Agreement, the parties agree as follows:
PART I
SOFT XXXX
1. Systems
1.1. The Licensor grants to Licensee the right to use certain
Licensor's computer programs (Operations Systems) and associated
documentation, listed below and specified In more detail
Exhibit A (hereinafter "Systems")
I Copy of PROMUS V 2.4.
I Copy of FLEX FLOW V2.1.
I Copy of SAGRE V 4.5.2.
I Copy of SGE V 8.11.
1.2. Except where it conflicts with the terms and conditions of this
Agreement the Licensor proposal to Licensee (Operations Systems
Solution Proposal) set forth in Exhibit B hereto is made a part
of this Agreement.
License Agreement Page 2
1.3. The definitions set forth in Exhibit C hereto are adopted for the
purposes of this contract.
2. Software Use License
2.1. The license given to Licensee to utilize the Systems is
restricted for use exclusively in operations related to its own
business as well as their utilization by afiliates per clause
5.15, and shall not be used for sub-licensing or for the direct
rendering of support services for third parties.
2.2. During the term of this Agreement the use of the Systems will be
limited to a maximum number of forty thousand (40,000)
subscribers while the SAGRE System is limited to ten (10) users
for engineering, as specified in Licensor's Proposal.
2.3. Licensee may sublicense the Systems for use by affiliate
companies, as agreed on Clause 5.15, provided that Licensee
assures that all conditions of this Agreement are complied with
by the sub-Licensee. Licensee will inform, in writing of such
sub-licensing within ten (10) days of such authorization,
submitting a copy of the respective documentation to Licensor.
3. Services
3.1. Support, implementation, training and corrective and updating
maintenance services will be provided to Licensee by Licensor
directly or through Singer for those Systems licensed under the
following conditions:
3.1.1. Maintenance services shall include "help desk" and corrective
and updating maintenance. Corrective maintenance refers to
correction of any parts of the Systems that may be defective.
3.1.1.1. In the event the defect Is the result of, but not
limited to: i) negligence or lack of skill on the
part of Licensee users; ii) faults in the
computational platform in the basic software and/or
on the data bank manager; iii) improper use or use
that does not conform with the recommendations
contained in Exhibits hereto, and/or iv) the
connection with other software and/or equipment, it
is agreed that the time spent in the respective
correction will be considered consulting services
rendered, subject to payment of the daily rate
License Agreement Page 3
established in Clause 5.10 as well as to the
reimbursement of expenses incurred by Licensor and or
Singer.
3.1.1.2. During the term of this Agreement Licensor will make
available to Licensee the Improvements and updates of
the Systems, as long as they do not result from an
improvement request unique to another company.
3.1.1.3. When requested by Licensee the implementation of
improvements into the Systems utilized by it may be
carried out by Licensor, according to terms and
conditions to be negotiated by the parties and it is
agreed that the results of developments done by
Licensor will be its own exclusive property.
3.1.1.4. The Licensor requires remote access to the Systems
via Internet to support Maintenance Services. Help
Desk services will be provided up to a limit of
ninety (90) hours per month.
3.1.2. Service will be provided for the installation of the
Executable Program Systems onto the computational
platform (hardware and basic software including software
tools) to be supplied and made available by Licensee on
its premises, that shall contain specifications
compatible with the Systems provided to perform the
services requested.
3.1.2.1. Training services will be rendered only once for
each of the courses, according to details
furnished in Exhibit D hereto. The Licensor will
supply to Licensee detailed List of Courses
within thirty days from Contract signature.
3.1.2.2. Additional training may be carried out as agreed
to between the parties.
3.1.3. During the Systems implementation period, Licensor will
provide consulting services to study and develop
specifications for integration with other software used
by Licensee, as well as to adjust the use of the Systems
to the specific needs of Licensee operations. This
contract includes up to five thousand four hundred and
eighty (5,480) hours for customization, localization and
development of parameters. The time for commencing and
duration of this activity shall be agreed by the parties
to define the scope of work and priorities of
implementation of the Systems. Once the number of hours
License Agreement Page 4
included in this contract are completed, the rates agreed
in Clause 5.10 shall be applied.
3.1.4. Other consulting services may be tendered by Licensor
and/or Singer as agreed to by the parties.
4. Duration and Delivery
4.1. The term of software license under this Agreement Is five (5)
years commencing from the effective date thereof, as agreed in
Clause 5.16.
4.2. The Systems and related services shall be delivered by Licensor
to Licensee in accordance with schedule contained in Exhibit E
hereto. Exhibit E is preliminary and the parties agree to meet
to revise the project schedule.
4.3. Additionally, Licensee and Licensor shall revise quarterly the
Systems configuration and delivery of all items of the Systems
and Services to be supplied by Licensor and Singer.
5. Price and Payments.
5.1. The purchase price for the Systems (hereinafter "License Price")
for the license to use computer programs, services and training,
detailed in Exhibit D of this Agreement shall be Four million six
hundred fifty-eight thousand seven hundred and fifty ($4,658,150)
United States dollars (hereinafter "License Price"), divided as
follows:
5.1.1. Licensee will pay to Licensor Three million five hundred
thousand ($3,500,000) United States dollars for the license
to use the Operations Systems.
5.1.2. For training services, Licensee will pay Licensor One hundred
thirty one thousand two hundred and fifty ($131,250,000)
United States dollars corresponding to seven hundred (700)
hours of training for the courses detailed In Exhibit D.
5.1.3. For services of implementation and development of parameters
Licensee will pay Licensor One million twenty-seven thousand
five hundred ($1,027,500) United States dollars corresponding
to five thousand four hundred eighty (5,480) hours of
services for customization and localization.
The payments by Licensee to Licensor will be made as follows:
License Agreement Page 5
5.2.1. Operations Systems:
5.2.1.1. Fifteen (15) percent of the License Price
of each partial or total delivery shall be
paid prior to each delivery.
5.2.1.2. Eighty five (85) percent of the License
Price of each partial or total delivery of
Systems is to be paid upon presentation of
invoice and shipping documents.
5.2.2. Training, implementation and development Services:
5.2.2.1. Fifteen (15) percent of the Purchase
Price is to be paid to the scheduled
date of initiation of Services.
5.2.2.2. Eighty five (85) percent of the Purchase
Price of each partial delivery of Services
is to be paid partially, as work progresses
according to the schedule on Exhibit E,
upon invoice presentation.
5.3. The eighty five (85) percent part of the Purchase Price
(hereinafter "Financed Purchase Price") shall be paid by
means of a financing arrangement described in Exhibit F
hereto.
5.4. By entering into this Agreement, Licensee agrees to the
financing contemplated In Exhibit F and will enter into
all such contracts and other documentation as are
contemplated in Exhibit F. Exhibit F refers to certain
guarantees under the heading "CPqD Guarantee". Licensee
agrees that in the event Licensor and/or any other party
obligated on any guarantee referred to therein makes one
or more changes under any such guarantee, Licensee shall
be unconditionally obligated to reimburse Licensor and any
other such party the full amount of all such payments,
together with interest thereon and all other sums payable
in connection therewith pursuant to the agreement or
agreements to be entered into in connection with the
financing contemplated in Exhibit F.
5.5. The license granted hereunder allow usage for the
processing restricted up to forty thousand (40,000)
subscribers for the Systems.
5.6. For usage above this limit, Licensee shall pay to Licensor
an additional four ($4.00) United States dollars per year,
for each subscriber. The increments will be applicable to
minimum groups
License Agreement Page 6
of 100 subscribers. The dates in which these increments
will be due shall be negotiated by the parties. In the
case of Value Added Services the Licensee shall pay
Licensor an additional two ($2.00)United States dollars
per each additional subscriber in increments of two
hundred (200) subscribers.
5.6.1. The number of subscribers must be reported on a
quarterly basis to CPqD, who reserves the right to
perform periodical auditing in order to verify the
quantity of existing subscribers in the systems'
database. When the number of subscribers is greater
than the number contracted at the time, the amount
related to the increase will be charged retroactively
from the date of the increase.
5.7. For the other services listed an Clause 3.1 above Licensee
will pay Licensor and/or Singer One Thousand Five Hundred
($1,500) United States dollars per day per each (1)
professional assigned to perform such services. In addition
to this payment Licensee shall reimburse expenses incurred
by Licensor with respect to hotel, food, transportation
(including air travel) and administrative costs.
5.8. Licensee shall reimburse Licensor or Singer for hotel,
meals, transportation (including air travel) and
administrative expenses, incurred for the performance of
services of training, installation and maintenance of the
Systems described in this Agreement. Such services shall be
rendered by Licensor or Singer with no additional charges
other than the ones mentioned herein.
5.9. The reimbursements to Licensor or Singer mentioned in this
Clause shall be made by Licensee on the fifth (5th)
business day of the month subsequent to that in which
expenses were incurred.
5.10. Maintenance services in 3.1.1 will be performed by Licensor
without additional charges to Licensee except for those
described in 5.11 above.
5.11. The payments established in this Clause grants the Licensee
the right to use the Systems only for Licensee own use and
affiliated companies, for the use of the Systems beyond
this limit the parties will agree on the terms and
conditions for doing so.
5.12. The payment terms for the amounts stipulated in this
Clause 5 may be revised by an addendum hereto in order to
adjust them to the parameters that may regulate the terms
of the designated
License Agreement Page 7
financial institution. For the purpose of this Agreement is
conveyed that an affiliate is a business which is
controlled by the license or a joint venture in which
Licensee holds a minimum of forty (40) percent equity.
5.13. After expiration of this period of July 2000 through June
2005, as agreed In clause 4.1, the Annual Renewal License
fee will be fifteen (15) percent of the prevailing price,
not to exceed CPI value or Licensor's market price
whichever is lower.
6. Licensee Obligations
6.1. Licensee shall not use or make copies of the Systems for any purpose
other than the one specified in this Agreement and shall not (a) use
the Systems to process third parties' data, (b) rent, distribute
electronically, or share the use of the Systems or market the Systems
through interactive cables or remote processing services, or
distribute the Systems in any form not specifically authorized in this
Agreement.
6.2. The parties agree that the Systems, its updates and the associated
documentation are the property of Licensor and that no property right
of the Systems or of any parts thereof are transferred by this
Agreement. In case of termination as established in Clause 10 or non
renewal of the License according to Clause 5.16, Licensee shall return
or destroy the Systems and all parts and copies thereof, as well as
all of the documentation and to issue a declaration so certifying.
6.3. Licensee agrees to promptly inform Licensor in writing of any failure
found in the Systems, including malfunctioning, inconsistency,
transcription errors, and incompatibility, so that Licensor provides
immediate action according to standards of the software industry.
6.4. Licensee agrees to allow Licensor directly or through expert third
parties, by previous notice and at its own cost and expense, to carry
out directly or indirectly audits related to the activities of the
Licensee with respect to the license during the term of this
Agreement, and thereafter for a period of five years, beginning on the
date of expiration or cancellation of this Agreement. The performance
of the audit cannot be delegated to a firm that is a competitor of
Licensee.
6.5 Licensee agrees to immediately notify Licensor of any material change
which occurs in the management, ownership or control of Licensee.
License Agreement Page 8
6.6. Licensee shall not make or allow to be made modifications, copies,
reverse engineering disassembly of the Systems nor to duplicate them
except for one copy for "back up" security.
6.7. During the first five (5) business days of each calendar quarter,
Licensee agrees to inform Licensor of the new amount of subscribers
being serviced on the network.
6.8. Licensee agrees that the Systems must not be used for the purpose of
clearing house services for third parties.
6.9. Licensee agrees that associated documentation and the systems
contain valuable and confidential information that are the exclusive
property of Licensor.
6.10. The parties agree not to cede to third parties, under any
circumstances, the rights that are attributed to them by this
Agreement and/or Addenda, even if they be its shareholders, agents
or distributors, subsidiaries or companies under its control, unless
previously authorized in writing by Licensor.
6.11. Licensee agrees to inform Licensor, in writing, in the event of
declaration of bankruptcy, filing for protection, or judicial or
extra judicial dissolution or liquidation of the company.
6.12. Neither party shall be held contractually, civil or criminally
liable for indirect, potential or consequent special damage, or for
profit loss, caused to the other, except if caused by malice or bad
faith, including on the part of its employee, so long as proven in
court citing malevolence.
6.13. Licensee understands and agrees that Licensor shall not be held
liable for any damages, be they direct, indirect, accidental or
consequent, arising from the use by Licensee of the Systems and
Associated Programs.
6.14. Licensee will not make public any results of comparative or
performance tests of the Systems, without express authorization by
Licensor.
6.15. Licensee is responsible for making available the computational
platform and its interconnections, as well as the basic Software of
data base management, geo-referenced Information system (GIS), as
well as software for xxxx printing. Additionally, Licensee shall be
responsible for providing outside plant and market data in a
compatible magnetic format (SAGRE compliant) for usage with the
SAGRE product. In the event that
LIcense Agreement Page 9
data conversation shall be required, then this data conversation
shall be the responsibility of the Licensee.
6.16. Licensee agrees, within a period to be agreed between the parties,
to make available persons to adjust the Systems to the language and
the applicable legislation of the countries of deployment, without
charge to Licensor, it being agreed that the results of these
adaptations and of the translation will become the property of
Licensor.
6.17. Licensee shall be responsible for arranging for the importation of
the Systems into the respective country of destination and for
subsequent delivery to the installation sites, and for all the
associated costs.
6.18. Licensee agrees to allow Licensor to visit its facilities in order
to demonstrate the functions of the Systems to prospective new
Licensee with no charge to Licensor.
7. Licensor's Obligations
7.1. Licensor shall furnish the Systems and associated Technical
Documentation to Licensee, however, Licensor does not guarantee that
Systems will meet the needs of the business of Licensee, nor that
their operations will be free of interruptions or errors, in which
case Licensor's will do its best effort to assist Licensee or to
correct such errors if they are covered under the Product warranty,
according to standards of the software industry.
7.2. In the event third parties question the intellectual property rights
of Licensor to the Systems and related materials, Licensor, at its
own expense, will endeavor to remove the causes of the claim, by
whatever legal means it deems necessary, including any of the
following actions: i) to obtain for Licensee the right to continue
to use the Systems; ii) to alter the Systems so that it will no
longer infringe on the third party's rights or; iii) to defend
Licensee in the cases of direct claims against the latter, and
Licensor will be responsible for court costs and attorney's fees.
7.3. It is hereby expressly understood that the above measures constitute
the extent and limit of Licensor's responsibility with respect to
the infringement of intellectual property rights related to the
Systems and related materials.
7.4. During the term of this Agreement Licensor will inform Licensee of
any and all enhancement or improvement Introduced into the Systems
that have not resulted from a Request for Improvement made by a
specific company. If the Licensee is interested in having the
Enhancements or
License Agreement Page 10
Improvements introduced into the Systems, these may be provided by
means of a special agreement.
7.5. Licensor shall under a separate agreement license to Licensee the
use of other computer programs, listed as optional in Exhibit A.
Licensor will provide such Systems at the best prevailing market
price.
7.6. Licensor warrants that the physical media in which the Systems are
stored and utilized to make the transfer to Licensee, are free of
defects under normal operating conditions.
7.7. If during a period of thirty (30) days after receipt of the Systems,
a defect is found by Licensee in the physical means in which the
Systems are stored, Licensee may return it immediately.
7.8. Once it is determined by Licensor that the detect or defects do not
result from incorrect use or from failure by Licensee to follow the
System's usage conditions, a replacement shall be given free of
charge.
7.9. Licensor warrants that the Systems will operate in conformity with
their technical specifications so long as:
7.9.1. They have not been modified by Licensee or by third parties
without the authorization of the Licensor.
7.9.2. All of the alterations of the information in the Data Bank
made by Licensee have been made through the functions of the
Systems.
7.9.3. The Systems are being utilized upon Licensor recommended
computational platform that it is being operated within the
environmental conditions specified by its manufacturer.
7.10. Licensor shall not be liable to Licensee, or to any third party
claiming through Licensor, for failure of performance of any
obligation under this Agreement except as specifically set forth
herein. Additionally, Licensor shall not be liable hereunder for
indirect, special or incidental or consequential damages from its
failure of performance, including, by way of example, from the
interruption or loss of data arising from this License, from the use
or from the performance or loss of information arising from the use
or the impossibility of using the Systems.
7.11. Likewise, Licensor shall have no liability with regards to the
market profitability of (the licensed Systems or to their
appropriateness for a particular business of Licensee.
License Agreement Page 11
7.12. The Licensor shall not be liable for any delay occurred in the
fulfillment of the deadlines previewed in this Contract, in which
the Licensor is not directly engaged.
8. Protection.
8.1. The names and logos used as identifiers in the Systems, the
Executable Program in itself, the updates, associated documentation
and other support materials which are part of the purpose of this
Agreement, are protected by applicable intellectual property law. No
property, right Involving the Systems, its updates and the
associated documentation or any part thereof is transferred to
Licensee by the present Agreement.
8.2. Notices of reservation of rights existing on the Systems may not be
removed or altered.
PART II
GENERAL PROVISIONS
9. Termination
9.1. The affected party may terminate this agreement immediately without
need of previous judicial or arbitration resolution, In the event
that the other party (a) has materially breached any of its
obligations under the Agreement and after notification thereof does
not remedy the breach within sixty (60) days or (b) has been
adjudged a bankrupt, has become insolvent by any test, has filed any
petition in any court of bankruptcy or equivalent court for
receivership, reorganization, bankruptcy, arrangement or relief from
debts or creditors, or for any other relief whatsoever, has had any
such petition filed against it, or has made any assignment for the
benefit of creditors or has any substantial part of its assets
subjected to any involuntary lien which is not removed within thirty
(30) days after notice thereof.
9.2. The provisions of Clause 10.1 above notwithstanding, Licensor may
cancel the present Agreement by extra-judicial notification sent to
Licensee effective immediately in the event of:
9.2.1. The utilization of the Systems by third parties without its
previous authorization;
License Agreement Page 12
9.2.4. The utilization of the Systems by Licensee in non-compliance
with the provisions of this Agreement.
9.3. In the event of extinction or termination of this Agreement Licensee
and its sub-Licensees will be prohibited from using the Systems and
Licensee shall return to Licensor all of the Systems, original or
security copies, together with all the associated documentation
related to the Systems supplied by Licensor, and, Licensee shall
remain obligated to pay those amounts due or about to become due.
10. Waiver
10.1. No delay or failure by either Party in exercising any right under
this Agreement, nor any partial exercise thereof, shall be deemed to
constitute a waiver of said right or of any other right.
11. Effect of Breach
11.1. In addition to that provided in Clause 10.2 above upon the
occurrence of a breach of the Agreement or of any other event which
gives rise to the Licensor's right to terminate the Agreement, the
Licensee shall remain liable for any and all monetary obligations
arising under this Agreement and Licensor shall have the right to
accelerate and declare all obligations of the Licensee to be due
and payable by Licensee as a liquidated sum and to proceed against
the Licensee and/or repossess so much of the Systems or License
materials as remain in its possession.
12. Force Majeure.
12.1. Licensor and Singer shall not be responsible for delays or failures
in its performance resulting from Acts of God, earthquakes,
shortages of supplies, transportation difficulties, labor disputes,
riots, war, fire, epidemics, and any acts, omissions or events
beyond its control. Performance times under this Agreement shall be
extended for a period of time equivalent to the time lost because of
a delay which is excusable under this provision.
License Agreement Page 14
Licensee:
Globaltron Communications Corporation
00 Xxxxxxxx, Xxxxx 00
Xxx Xxxx, XX
XXX
Licensor:
CPqD Technologies arid Systems, Inc.
000, Xxxxxx Xxxxxx
Xxx Xxxx 00000
Xxxxxxxxxx - XX
Singer:
Singer Products Inc.
0000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
l7. Taxes
All prices and charges stated herein are exclusive of any taxes, fees arid
duties or other amounts, however designated, and including without limitation
value added and withholding taxes which are levied or based upon prices and
charges or upon this Agreement outside of Brazil. Licensee shall report arid
pay, outside of Brazil, all federal, state, and local taxes, (excluding only
those taxes based on the net income derived by Licensee, Licensor and Singer,
fees and duties end amounts designated, levied, or based (1) upon the Product
and License Purchase Prices, or any other amounts payable under this Agreement;
(2) on account of this Agreement; or (3) with respect to the Products, the
Equipment, or the Systems or the acquisition, ownership, or use thereof by
Licensee. Licensee shall Indemnify and hold harmless, Licensor and Singer from
all claims and liability resulting from Licensee failure to report or pay such
amounts.
18. Entire Agreement, Modifications.
This Agreement including all exhibits hereto (A through H), which are hereby
Incorporated herein by this reference, constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes any
and all prior contemporaneous representations, proposals, agreements,
negotiations, advertisements, statements, or understandings, whether oral or
written. No amendment to this Agreement shall be binding on the Parties unless
such amendment is in writing and executed by authorized representatives of the
Parties to this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective authorized Representatives.
License Agreement Page 15
Globaltron Communications Corporation
By
----------------------------------
Title CEO
--------------------------------
CPqD Technologies and Systems, Inc.
By
----------------------------------
Title VP Finance
--------------------------------
Singer Products Inc.
By
----------------------------------
Title President
--------------------------------
License Agreement Page 16
LIST OF EXHIBITS
Exhibit A Description, Quantity and Prices for Software and Licensor
Services
Exhibit B Licensor Proposal to Licensor including Systems Specifications
(Operations Systems Solution Proposal)
Exhibit C Definitions Adopted For the Purpose of Contract Exhibit D
Training
Exhibit E Project Schedule and Delivery Dates for Systems and Associated
Services
Exhibit F Finance Term Sheet
EXHIBIT A
Optional Software Products provided by CPqD Technologies and Systems
CENTURION
Software product for alarms monitorization in the network. This system
does not supervise the network performance and surveillance but manages and
informs the network supervisor of faults which have occured.
Software License Price for Globaltron: US$ 350,000.00
SSR
Software product for management of. the Public Pay Phones in Brazil.
This system complies to the standards of. ANATEL, the national (Brazil)
telecommunications regulatory agency.
Software License Price for Globaltron: US$ 100,000.00
SRO2
System for planning and management of. Optical Networks. With this
product, Network planners are able to simulate the performance of the different
topologies and configurations, in conjunction with the new emerging access
technologies.
Software License Price for Globaltron: US$ 450,000.00
QUALISET
Telecommunications services performance measurement system. This
software product was developed for quality assessment of telco services
according to ANATEL's speclfica1ions. This product can be customized to be
applied in other countries, due to the parametrization options which are
available.
Software License Price for Globaltron: US$ 200,000.00
INFOACCESS
System for Cable Modem access to Internet and other general purpose
corporate networks. This system aUtomatically manages and supervises voice, data
and television traffic avoiding conflicts and other forms of. interference, due
to very high technology security characteristics.
Software License Price for Globaltron: US$ 350,000.00
TERUS
System for management of. Switching Equipment balancing. This product
can evaluate the performance of. local switches enabling operators to predict
faults In the network due to increasing traffic.
Software License Price for Globaltron: US$ 350,000.00
SOFTWARE SYSTEMS
CPqD
Telecom & It Solutions
CENTURION PROMUS [LOGO] [LOGO]
The Billing Solution SSR SRO2
SAGRE
Outside Plant
Management [LOGO] Qualiset
CPqD The Performance
Software Improvement Solution
flexflow
Customer care and
Service Provisioning
SGE TERUS [LOGO]
Work Force Management Switching Access InfoAccess
and Trouble Ticketing Point Management
2. Conditions of Use
The systems are being considered by Globaltron and its telecommunications
partner companies in Colombia. In order for the systems to be used in other
countries, it will be necessary to include localization services to make them
adequate for the realities of those countries, which are not included in this
business proposal. Furthermore, any and every investment in a computational
platform that might be necessary for this purpose will be the sole
responsibility of Globaltron.
These systems are limited to 40,000 subscribers, and the use of the SAGRE
system is limited to 10 engineering users.
There are different forms of operations systems use and access control for local
telephone service providers and for long distance carriers. In the case or local
telephone service providers, the User Licenses are controlled based on the
subscriber plant, while for the carriers, control is done through the processed
traffic by the billing module using the average monthly CDRs (Call Detail
Records), based on the total annual traffic.
Considering PROMUS' use of the Account Settlement module (CAll), by the carrier
belonging to Globaltron, the total traffic to be considered processed, including
those generated by local telephone service providers that use the system is
limited to 6,000,000 CDRs per month, considering the annual average.
2.1 Conditions for Support and Maintenance
For adequate system maintenance and support to Globaltron, CPqD requires remote
access to the systems via Internet. This is necessary when working with failure
situations, evaluation for corrections and support, or for the updating of
systems.
2.2 Computational Prerequisites
The systems installation architecture must be a client/server architecture as
described in chapter 9. The link between the server and client stations must
have a minimum speed of 19200 bps for each client station utilizing PROMUS,
SGE, and FLEXFLOW systems, and a minimum speed of 64 kbits/s for the client
stations which utilize the SAGRE system,
3. Commercial Conditions
The prices presented do not include taxes or fees which are normally applied.
CPqD, together with Tropico is seeking a line of credit for the export of this
project through Brazilian financial entities. The financing conditions will be
presented to Globaltron for its analysis and approval.
3.1 List Prices for Program User License:
The CPqD list prices for the systems are as follows:
--------------------------------------------------------------------------------
License for the Use of Promus
Number of Subscribers FLEXFLOW, SAGRE AND SGE SYSTEMS
US$
--------------------------------------------------------------------------------
30,001.00 to 30,000 3,640,000.00
40,001.00 to 40,000 4,550,000.00
60,001.00 to 60,000 5,005,000.00
80,001.00 to 80,000 5,510,000.00
100,001.00 to 100,000 6,065,000.00
200,001.00 to 200,000 7,280,000.00
400,001.00 to 400,000 8,740,000.00
600,001.00 to 800,000 12,590,000.00
800,001.00 to 1,000,000 15,110,000.00
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These prices do not include installation services and parameterization
applicable to the systems.
3.2 Pricing for Globaltron
These prices do not include installation services and parameterization
applicable to the systems, The hardware platform and the following basic
software, Oracle, Vision, and DOC 1 are not included but are necessary for the
adequate functioninq of the systems.
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Maximum Processing Traffic of User License for the
Number of Subscribers CDRs/month Operations System in
US$
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Up to 40,000 Up to 6,000,000 3,500,000
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For an Increase in use of the system, we will apply a value of US$ 4 per
telephone subscriber and US$ 2 per subscriber of aggregated value service
(Internet clients and unified message services), charged in groups of 100
subscribers when the number of subscribers of the service providers is greater
than 40,000 subscribers, In such cases an increase in processing traffic of 150
CDRs per month will be applied to the traffic limit of 6,000.000 CDRs per month
for each telephone subscriber that exceeds the limit oF 40,000 subscribers.
The number of subscribers must he reported on a monthly basis to CPqD, who
reserves the right to perform periodical auditing in order to verify the amount
of existing subscribers in the systems' database, When the number of subscribers
is greater than the number contracted at the time, the amount related to the
increase will be charged retroactively from the date of the increase.
In order to meet the needs of a start-up company, CPqD is offering, without any
additional costs, the account settlement system, limited to a processing traffic
limit of 6,000,000 CDRs per month, considering the monthly average over a year's
time, including all the carrier and local operator's traffic. For the increase
in the systems' use, there'll be an additional charge of US$ 2 for each: 1000
CDRs processed during the month, exceeding the limit of contracted CURs, The
average, number of CDRs processed during the month must be reported every three
months to CPqD, who reserves the right to perform periodical auditing to verify
this information.
All increases in traffic (CDRs) and in the subscriber base will imply a
correction in the license value.
3.3 License Renewal
After the fifth year, in June 2005, the systems' user license will be renewed at
the annual value of 15 percent of the value of the license practiced by CPqD on
the renewal date, considering the subscribers network and the traffic processed
by Globaltron.
The value of the license at the renewal date cannot exceed tire value of the
license contracted at the time taking into account the variation of CPI. .
3.4 Implementation and Parameterization of Services
The implementation and parameterization of services of the PROMUS, FLEXFLOW,
SGE and SAGRE systems, as described in chapter 10 are:
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IMPLEMENTATION AND NUMBER OF PRICE US$
PARAMETERIZATION OF HOURS FORESEEN
SERVICES
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PROMUS 3,280 615,000.00
FLEXFLOW 1,500 281,250.00
SGE 250 46,875.00
SAGRE 450 84,375.00
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