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EXHIBIT 10.4
SERVICE SCHEDULE CONSULTING SERVICES
BETWEEN GTE AND MSI
DATED OCTOBER 15, 1998.
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[GTE INTERNETWORKING LOGO] Service Schedule
Consulting Services
Rev. September 30, 1998
A98 STD PSA-523
This Service Schedule together with any attached Task Statements ("Service
Schedule") is part of and is governed by the Master Agreement for
Internetworking Services ("Master Agreement") executed between GTE
Internetworking Incorporated and Micro-Media Solutions Inc., dated 5/29/98. The
terms and conditions of the Master Agreement are incorporated herein by
reference.
1. Scope of Service. We will provide you with the consulting services
("Consulting Services") as defined in mutually agreed upon individual task
statements (each a "Task Statement"). Each Task Statement contains: (a) a
description of the work to be undertaken including deliverables, performance
period, compensation and other details relating to such work, (b) the
obligations and responsibilities of each party related to such Task Statement
and (c) any acceptance criteria. The Task Statement may be modified by mutual
written agreement. Changes or additions to work performed under the Task
Statement may require changes in the resources provided by us which may result
in additional costs to you or changes in the project schedule. The terms of
and conditions of each Task Statement shall be independent of and shall have no
impact upon the provisions of any other Task Statement. The first Task
Statement against this Service Schedule is entitled "Service Provider Readiness
Assessment for Micro-Media Solutions" and is dated October 14, 1998 and is
incorporated herein.
2. Pricing/Payment. Task Statements may be issued on a Time & Materials basis,
a Fixed Price basis, or a combination of both as specified in each Task
Statement.
2.1 Time & Materials. Time & Materials-type Task Statements contain an
estimated Task Statement amount including the estimated amounts for
professional labor ("Estimated Task Amount") and materials and hourly
billing rates for professional staff. Travel and other reasonable
expenses are not included in the Estimated Task Amount. We will use
reasonable efforts to complete a Time and Materials-type Task Statement
within the Estimated Task Amount but will not continue performance or
incur costs in excess of the Estimated Task Amount unless you authorize
additional funds. Amounts for non-labor items will be charged
separately. Should Task Statements contain an estimated amount for
non-labor costs we agree that we will not exceed 110% of those costs
unless you authorize additional funds.
2.2 Fixed Price. Fixed Price-type Task Statements specify a Task
Statement Fixed Price and will include all labor, materials and
expenses unless otherwise stated.
3. Term. The term of this Service Schedule ("Term") shall commence on the
execution date of this Schedule and shall expire three (3) years thereafter
unless earlier terminated by you or us in accordance with the Agreement. In the
event a Task Statement's period of performance extends beyond the Term, the
Term shall be automatically extended and remain in effect until such time as
the Task Statement's period of performance is completed.
4. Rights in Work Product.
4.1 You shall receive title, including copyright, to all written reports
prepared and delivered to you in accordance with the Task Statements;
provided, however, that rights in any intellectual property contained
or referenced in such reports shall be determined in accordance with
Section 4.2 below.
4.2 Except as set forth in Section 4.1 above, we shall retain title to the
products of our work and all intellectual property rights thereto under
this Agreement but grant to you a royalty-free nonexclusive,
nontransferable license (i) to make and use each invention or
improvement thereto, which is or may be patentable under U.S. law and
is conceived or first reduced to practice by us in the performance of
the Task Statement, and (ii) to use, duplicate or disclose all computer
software (except as noted below) and all other recorded information
(such as data tables) delivered to you in the performance of the Task
Statement. Our proprietary data and proprietary and/or commercial
software, if required, will be furnished under separate license or
other arrangement.
5. Confidentiality. We shall each retain in confidence all information and
know-how transmitted to the other that the disclosing party has identified in
writing as being proprietary and/or confidential, and will only use such
information and know-how in accordance with the terms of and during the term of
this Service Schedule. Neither party shall have an obligation to maintain the
confidentiality of information that (i) it rightfully received from another
party prior to its receipt from the disclosing party; (ii) the disclosing party
has disclosed to a third party without any obligation to maintain such
information in confidence; (iii) enters the public domain or becomes generally
known to the public by some action other than breach of this Service Schedule
by the receiving party; or (iv) is independently developed by the receiving
party. We shall each safeguard proprietary or confidential information disclosed
by the other using the same degree of care used to safeguard each other's
proprietary and confidential information but, in no event shall use less than a
reasonable degree of care. Our respective obligations under this Section 5
shall extend for a period of three years from termination, expiration or
cancellation of this Service Schedule.
6. Hiring. You agree that during the term of this Service Schedule and for one
(1) year thereafter you will not, without our prior written consent, employ or
offer employment to any employee of ours who has provided services hereunder.
7. Survival. The terms of sections 4, 5 and 6 shall survive the termination,
expiration or cancellation of this Schedule and the Master Agreement.
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[GTE INTERNETWORKING LOGO] SERVICE SCHEDULE
CONSULTING SERVICES
Rev. September 30, 1998
A98-STD-PSA
8. Disclaimer Concerning Network Security Consulting. To the extent you engage
us to provide consulting with respect to security of your network or data, we
will provide advice to assist you in impeding and detecting a security threat,
however, you will remain responsible for the security of your network and data.
IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES RESULTING FROM SECURITY BREACHES
REGARDING YOUR NETWORK OR DATA. THIS DISCLAIMER IS IN ADDITION TO, AND NOT
INSTEAD OF, THE DISCLAIMER, LIMITATION OF LIABILITY, AND LIMITATION OF DAMAGES
CONTAINED IN THE MASTER AGREEMENT.
Agreed to and accepted by:
GTE Internetworking, Inc. Micro-Media Solutions, Inc.
By: /s/ XXXX XXXXXX By: /s/ XXXX XXXXXX
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Printed Name: Xxxx Xxxxxx Printed Name: Xxxx Xxxxxx
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Title: Director, Professional Services Title: President/CEO
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Date: 10/15/98 Date: 10-15-98
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