EXHIBIT 10.14
Docent, Incorporated
Master License and Services Agreement
This Master License and Services Agreement (the "Agreement") is made by and
between Docent, Incorporated, a Delaware corporation having a place of business
at 0000 Xxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, XX 00000-0000 ("DI") and
Name: Qwest Communications ("Customer")
--------------------------------
Address: 000 00xx Xxxxxx, 0xx Xxxxx
--------------------------------
Xxxxxx, XX 00000
--------------------------------
(000) 000-0000
--------------------------------
Effective Date of Agreement: June 26, 2000.
-------------
Licensed Software:
Docent Enterprise 4.51 Internal Use Only License
Number of Named Users: 15,000 ##### Licenses to be used internally by all Qwest
Employees
Total Software License Fee: $#####.
-
Pricing for any additional users ##### will be negotiated.
Docent Enterprise 4.5.1 Payment Schedule
See Exhibit B.
Professional Services:
Not Applicable.
Hosting Services:
Customer hereby purchases Web Hosting Services for a six (6) month period
commencing on the Effective Date. The current fees for such Hosting Services
are $#####.
-
Maintenance Services:
Customer hereby purchases annual Maintenance Services for the Software licensed
pursuant to this Agreement for the one (1) year period commencing on the
--------
Effective Date. The current annual fee for such Maintenance Services is
$#####.
- -
This Agreement, any Exhibits, any purchase order placed pursuant hereto, any
Statements of Work which reference this Agreement, and any Schedules referenced
in this Agreement constitute the entire agreement between the parties concerning
Customer's use of the Software or DI's provision of Services. Purchase orders
are effective only with respect to the quantity, price, timing and place of
delivery, and are not permitted to modify or vary the terms of this Agreement.
This Agreement may be modified only by written agreement, other than by purchase
order, signed by an authorized representative of Customer and a corporate
officer of DI. This Agreement replaces and supersedes any prior verbal
understandings, written communications or representations.
##### CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
Customer Docent, Incorporated
##### By:
-------------------------------- --------------------------------
Authorized Signature Authorized Signature
##### By:
-------------------------------- --------------------------------
Printed Name/Title Printed Name/Title
Attachments:
Exhibit A -- Terms and Conditions
Exhibit B -- Payment Schedule
Exhibit C -- Not Applicable
Exhibit D -- Hosting Services Schedule
Exhibit E -- Maintenance Services Schedule
##### CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
EXHIBIT A
TERMS AND CONDITIONS
1. Definitions
(a) "Administrators" means employees designated by Customer to use
the Software in Executable Code to design and create content and assessments
and to enable the content and assessments to be utilized on web sites
permitted under this Agreement.
(b) "Customer Content" means the course and assessment content
developed by or on behalf of Customer and used with the Software.
(c) "Customer Web Site" means a web site hosted by or for Customer,
including, but not limited to, a web site hosted for Customer by DI if
Customer elects to purchase the Hosting Services offered by DI.
(d) "Deliverables" means any work product delivered to Customer
pursuant to a SOW, including any software developed for Customer pursuant to
SOW ("Developed Software Code").
(e) "Customer Confidential Information" means any information
disclosed by Customer to DI #####. Customer Confidential Information shall not
include any information that (1) was independently developed by employees,
contractors or agents of DI without any use of the Customer Confidential
Information, (2) becomes known to DI from a source other than Customer without
breach of this Agreement, (3) was in the public domain at the time it was
disclosed or has come into the public domain through no act or omission of DI,
or (4) was known to DI, without restriction, at the time of disclosure.
(f) "Developed Software Code" means any software code developed by DI
pursuant to a SOW.
(g) "Documentation" means the standard documentation provided by DI
to its Customers and their Users in connection with their use of the Software,
including, but not limited to, program procedures and descriptions (but
excluding descriptions of Source Code and build procedures for Executable
Code), procedures for permitted maintenance and modification, testing data and
similar written material relating to the design, structure and implementation
of the Software, as well as help files and User documentation to allow
individual Users to use the Software.
(h) "End User" means individual users of the Software who access
Customer's courses throu2h the Customer Web Site solely in connection with
Customer's own internal training programs.
(i) "External User" means individual users of the Software who access
Customer's courses through Customer Web Site in connection with Customer's
commercial educational course content and assessments offered for a fee to
third parties.
(j) "Executable Code" means the fully compiled version of a Software
program that can be executed by a computer and used by an End User without
further compilation.
(k) "Hosting Services" means the Web Hosting services offered by DI
pursuant to its Hosting Services Schedule in effect at the time Customer
purchases the Hosting Services pursuant to this Agreement.
(l) "Maintenance Services" means the Software maintenance and
technical support services offered by DI pursuant to its Maintenance Services
Schedule in effect at the time Customer purchases the Maintenance Services
pursuant to this Agreement.
(m) "Professional Services" means services performed by DI pursuant
to an SOW.
(n) "Services" means Maintenance Services, Professional Services and
Hosting Services if purchased by Customer pursuant to this Agreement.
(o) "Software" means the program code (in both Source Code and
Executable Code form), any Updates and Upgrades thereto delivered pursuant to
any Maintenance Services, and any related Documentation for such Software.
Software shall not include Developed Software Code.
#### CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
1
(p) "Source Code" means the human-readable source code version of the
Software and all corresponding source documentation, including API
specifications, flow diagrams, release notes and build procedures.
(q) "SOW" or "Statement of Work" means a statement of work signed by
both parties to the Agreement pursuant to which DI agrees to perform specified
services and deliver specified Deliverables to Customer.
(r) "Updates" means any bug fixes, patches. or other revisions or
changes to or modifications of the Software that are made generally available
to Docent's Customers at no additional charge as a part of Maintenance
Services, which would typically be designated by a change in the version
number to the right of the first decimal point, and does not include Upgrades.
(s) "Upgrades" means any new releases of, or revisions or
modifications to, the Software which would typically be designated by a change
in the version number to the left of the first decimal point, such as those
that provide additional features, require additional hardware or perform
additional functions not provided or performed by the Software previously
licensed to Customer; provided, that such Upgrades are made generally
available to Docent's Customers at no additional charge as a part of
Maintenance Services.
(t) "Users" means End Users and External Users, as applicable.
2. Delivery and Acceptance. DI will ship Customer a master copy of each
Software program licensed by Customer pursuant to this Agreement (each, a
"Master Copy") #####. FOB Destination, Customer. Customer's sole and exclusive
remedy for rejection of a Master Copy shall be to return the defective Master
Copy and receive a new non-defective Master Copy.
3. License Grants
(a) Royalty-Based License. Subject to the restrictions in this
Agreement, DI under a Royalty-Based License grants to Customer a #####,
license (i) to permit its Administrators to use the Software, in Executable
Code form only, to design, create and display course content and assessments,
(ii) to publish such course content and assessments on Customer Web Site for
use by End Users and External Users, (iii) to use the Software for its or
other Users' training purposes, and (iv) to permit its End Users and External
Users to access and use the Software solely for its or their training
programs.
(b) Internal Use Only License. Subject to the restrictions in this
Agreement, DI under an Internal Use Only License grants to Customer's existing
entities a ##### license (i) to use the Software, in Executable Code form
only, for the number of named End Users for which Customer's existing entities
have purchased Licenses. (ii) to permit its Administrators to design, create
and display course content and assessments, (ill) to publish such course
content and assessments on Customer Web Site for use by Customer's existing
entities End Users, (iv) to use the Software for its existing entities
internal training purposes, and (v) to permit its End Users to access and use
the Software solely for its existing entities internal training programs.
4. License Restrictions. Customer must limit use of the Software either
to the number of Users for whom Customer has paid the required license fees
under a Internal Use Only License for their existing entities or to the type
and the description of the Users as specified under the Royalty-Based License.
Subject to the restrictions contained in this Agreement, such Users may use
the Software on an unlimited number of computers and servers, and such
computers and servers may be linked electronically and capable of sharing the
use of the Software. Provided that Customer reproduces all copyright and other
proprietary notices, Customer may make (i) copies of the Executable Code only
as minimally necessary to run the software as under the Royalty-Based License
and/or Internal Use Only License acquired hereunder plus one additional copy
for archival purposes and (ii) copies of the Documentation only as reasonably
necessary to administer the operation of the Executable Code under the
licenses granted hereunder. Customer agrees not to do, #####: (a) copy the
Software or the Documentation, except as described in this Agreement; (b)
translate the Software or the Documentation; (c) merge the Software with
another program or modify the Software or the Documentation, except as
described in the Documentation; (d) reverse-engineer, disassemble, de-compile,
or make any attempt to discover the source code of the Software except as
otherwise specifically permitted under applicable law; (e) sublicense, rent,
or lease any portion of the
##### CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
2
Software; or (f) use the Software for any purposes other than those set forth
in Section 3.
5. Fees.
(a) Royalty-Based License Fee. If Customer has selected a Royalty-
Based License. Customer will pay license fees to DI in accordance with the
Royalty Schedule attached as Exhibit B set forth in this Agreement. Such
payment shall be invoiced monthly, and shall be accompanied by a usage report
in a form specified by DI.
(b) Internal Use Only License. If Customer has selected an Internal
Use Only License, Customer will pay license fees to DI in accordance with DI's
then-current price list for the number of named End Users for which Customer
has purchased a license. Such payment shall be due upon execution of the
Agreement.
(c) Fees for Maintenance Services. DI's current annual fee for
Maintenance Services is set forth on the first page of this Agreement and is
due and payable on the Effective Date. On each anniversary date of the
Effective Date, Customer may renew the Maintenance Services by payment of
$##### for Maintenance Services.
(d) Fees for Hosting Services. DI's current fees for Hosting Services
are set forth on the first page of this Agreement. Such fees shall be due net
#####.
(e)
(f) Taxes. #####.
(g) Audit. #####.
6. Ownership. DI retains all right, title and interest in the Software and
Developed Software Code. Such Software is protected by United States and
international copyright laws and international treaty provisions. DI reserves
all rights not expressly granted to Customer in this Agreement, and the license
granted to Customer herein shall in no event be construed as conferring a
license to, or rights in, any DI patent. DI agrees that it will not assert any
of its fights under such patents against Customer or its Users based upon
exercise by Customer of the licenses granted to Customer in this Agreement.
7. Hosting Services. Customer may purchase Hosting Services at DI's then-
current rate for such services. Customer represents and warrants that the
Customer Content on any web site hosted by DI shall not (i) infringe any
copyright or trademark, (ii) misappropriate any trade secret, (iii) infringe
any U.S. patent, (iv) be deceptive, defamatory, obscene, pornographic or
unlawful, (v) contain any viruses, worms, or other malicious computer
programming codes intended to damage a user's system or data or (vi) otherwise
violate the rights of a third party. If Customer purchases Hosting Services
from DI, Customer thereby grants DI a ##### license to use the Customer
Content as necessary for purposes of hosting Customer Web Site. DI does not
and cannot warrant or guarantee that hackers cannot penetrate its hosting
services and Customer acknowledges and accepts the risk that damage can
possibly result therefrom.
8. Maintenance Services. Customer may purchase Maintenance Services for
Software at DI's established rate in Exhibit B. Maintenance Services for
Developed Software Code provided under this Agreement shall only be provided if
expressly set forth in the applicable SOW.
9. Professional Services. DI shall exercise commercially reasonable
efforts to provide the Professional Services and the Deliverables, including
any Developed Software Code, described in any SOW, which may be entered into
by the parties during the term of this Agreement.
(a) Change Request Procedures. The party requesting a change to an
SOW shall submit a written Change Request (the "CR") to the other party. If
the requesting party is Customer, then DI will respond within ten (10)
business days of receipt of the CR, outlining the impact of the requested
change on the SOW and any other conditions upon which DI's willingness to
accept the CR may depend (the "CR Response"). If the requesting party is DI,
the CR
##### CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
3
will identify such changes on the SOW as proposed by DI. Customer shall
accept, reject or propose modifications to each such DI CR or CR Response
within ten (10) business days of receipt. Additional modifications proposed by
Customer as part of such response will be handled in the same manner as a
Customer CR. An authorized representative of each party must sign each
acceptance of a CR or CR Response before it becomes effective as a
modification to the applicable SOW.
(b) Customer's Duties. Customer shall, in a timely manner #####, give
DI access to all technical data, computer facilities, programs, files,
documentation, test data, sample output, or other information and resources
that are required for the performance of the Professional Services. When
Professional Services are performed on site at Customer's facilities, Customer
shall provide, #####, such office space, services and equipment as DI may
require to complete the Professional Services. Any other duties of Customer
shall be set forth in the applicable SOW.
(c) Property Rights. Except as otherwise provided in an SOW, all
Deliverables and all intellectual property rights related thereto will be the
sole and exclusive property of DI. Upon payment in full of the amounts due
hereunder, DI grants to Customer a fully paid, ##### license, without the
right of sublicense, to use the Deliverables for the scope and purposes under
the applicable Royalty-Based License and/or Internal Use Only License, for
which Deliverables was intended. DI agrees that it will not license or deliver
to any third person or entity any Deliverables containing any Customer
Confidential Information.
(d) Customer Confidential. DI agrees that it shall treat as
confidential all Customer Confidential Information, shall not use such
Customer Confidential Information except for the purposes of this Agreement
and shall not disclose Customer Confidential Information to any third party
without Customer's prior written consent. DI agrees to return any Customer
Confidential Information to Customer at Customer's request upon termination of
this Agreement.
10. Term and Termination.
(a) Term. The term of this Agreement shall commence on the Effective
Date and continue for a period of three (3) years unless terminated as set
forth in Section 10(b). The term of each license shall commence at such time
as Customer receives from Docent the Master Copy of such Software and shall
continue unless terminated as set forth in Section 10(b).
(b) Termination. DI may terminate this Agreement, and the licenses
granted hereunder, effective immediately upon written notice to Customer, if
Customer breaches any provision of this license and does not cure such breach
within thirty (30) days after receiving written notice thereof from DI.
Customer may terminate this Agreement, effective immediately upon written
notice to DI, if DI breaches any provision of this Agreement and does not cure
such breach within thirty (30) days after receiving written notice thereof
from Customer.
(c) Effect of Termination. Upon termination of this Agreement for any
reason, any amounts owed to DI under this Agreement before such termination
will be immediately due and payable, all licenses granted hereunder will
immediately cease and Customer must promptly discontinue all use of the
Software, destroy all copies of the Software in its possession and certify in
writing to DI that it has complied with the above.
11. Limited Warranty.
(a) Software. For a period of ##### from delivery of the Master Copy
of each Software program (the "Warranty Period"), the Software will perform
substantially in accordance with its associated Documentation. If Customer
reports a reproducible failure of the Software to perform substantially in
accordance with its associated Documentation during the Warranty Period,
Customer's sole and exclusive remedy for breach of this warranty shall be that
DI will either provide Customer with a workaround or make the Software conform
to such Documentation, #####, will refund the license fee which Customer paid
for the non-conforming Software upon Customer's certification that it has
destroyed all copies, and ceased all use, of the non-conforming Software. Any
replacement Software will be warranted for the remainder of the original #####
warranty period or for ##### days from the date Customer receives the
replacement, whichever is longer. This warranty is void if failure of the
Software is due to modification, abuse, misapplication or accident.
(b) Professional Services. DI warrants that the Professional Services
will be performed in a professional, workmanlike and skillful
##### CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
4
manner. If Customer reports a breach of this warranty within #####) days after
performance of the defective Professional Services, Customer's sole and
exclusive remedy shall be to require DI to reperform the defective Professional
Services.
(c) No Warranty for Third Party Products. DI does not warrant third
party products provided hereunder. Any third party warranties shall, to the
extent permissible, be passed through to Customer.
12. Disclaimer of Warranty. DI DISCLAIMS, ON BEHALF OF ITSELF AND ITS
SUPPLIERS, ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES RELATED TO THE SOFTWARE
AND SERVICES, EXCEPT AS SET FORTH IN SECTION 11, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE AND NONINFRINGEMENT.
13. Indemnity.
(a) DI Indemnity. DI shall indemnify and hold Customer harmless from
and will defend against any third party claims that the Software infringes any
copyright, misappropriates any trade secret, or infringes any U.S. patent;
provided, Customer (i) gives DI prompt notice of any actual or threatened
claim of such infringement or misappropriation, (ii) gives control of the
defense of such claims to DI, and (iii) cooperates fully, at DI's expense,
with DI and its counsel in the defense or settlement of such claims. DI's
obligation shall not extend to a claim based on any alleged infringement
arising from (a) additions, changes or modifications to the Software by or on
behalf of Customer, (b) any incorporation of the Software or any component
thereof into any other product or process, (c) any use by Customer or its
Users of any Software subsequent to availability to Customer of a
noninfringing Update, Upgrade or otherwise superseding version of such
Software, or (d) use of the Software other than as permitted by this
Agreement.
(b) Customer Indemnity. Customer shall defend, indemnify and hold DI
harmless from and will defend against any third party claims, arising from or
in connection with the Customer Content, including, but not limited to, claims
that the Customer Content (1) infringes any copyright or trademark, (2)
misappropriates any trade secret or (3) infringes any U.S. patent, (4) is
deceptive, defamatory, obscene, pornographic or unlawful, (5) contains any
viruses, worms or other malicious computer programming codes intended to
damage a user's system or data, or (6) otherwise violates the rights of any
third party; provided, that DI (i) gives Customer prompt notice of any actual
or threatened claim of such infringement or misappropriation, (ii) gives
control of the defense of such claims to Customer, and (iii) cooperates fully,
at Customer's expense, with Customer and its counsel in the defense or
settlement of such claims.
14. Limited Liability. In no event shall either party be liable for any
consequential, incidental, or special damages whatsoever (including without
limitation, damages for loss of profits, business interruption, loss of
information, or other pecuniary loss) except #####.
15. Dispute Resolution Procedure. In the event of any dispute arising out
of or related to this Agreement (a "Dispute") and prior to invoking any
termination remedy or initiating litigation, the following resolution
procedure must be followed. The party invoking the dispute resolution
procedure will provide the other party with a written notice detailing the
nature of the Dispute (a "Dispute Notice"). Each party shall select a
relationship manager with authority to resolve the Dispute, and the
relationship managers shall meet within ten (10) days from receipt of the
Dispute Notice. In the event that the relationship managers are unable to
resolve the Dispute within ten (10) days from their first meeting, an officer
of each party shall meet within five (5) days thereafter to discuss and look
toward a mutually satisfactory resolution of the Dispute. In the event that
the officers are unable to resolve the Dispute within ten (10) days from their
first meeting, the parties will submit the Dispute to non-binding mediation in
accordance with the rules of the American Arbitration Association. At each
stage in the escalation process, the parties agree that they will consider all
good faith and reasonable solutions and exercise all reasonable efforts to
resolve the Dispute.
16. No Advertising or Publicity. Neither party shall use the other party's
names, marks, codes, drawings, or specifications in any advertising, promotional
efforts, or publicity of any kind without prior written permission of the other
party.
17. Export. Customer may not, nor will it permit third parties to,
download or otherwise export
##### CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
5
or re-export the Software except in full compliance with all applicable laws and
regulations.
18. U.S. Government End Users. The Software is a "commercial item," as that
term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial
computer software" and "commercial computer software documentation," as such
terms are used in 48 C.F.R. 12.212 (SEPT 1995) and is provided to the U.S.
Government only as a commercial end item. Consistent with 48 C.F.R. 12.212 and
48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End
Users acquire the Software with only those rights set forth herein.
19. Benchmark Tests. #####.
20. Sole Copies of Customer Materials. Customer represents and warrants
that it shall keep and maintain its own copy of all materials, content, data
and information that are provided to DI. DI shall not be responsible for the
safekeeping of any "sole" copy of such materials, content, data or
information.
21. Notices. All notices under this Agreement shall be in writing, shall
be by personal delivery, facsimile transmission, commercial courier or by
certified or registered mail, and shall be deemed given upon personal
delivery, delivery by commercial courier, five (5) days after deposit in the
mail, or upon acknowledgement of receipt of electronic transmission. Notices
to DI and to Customer shall be sent to the address set forth at the beginning
of this Agreement or such other address as either party may specify in
writing.
22. Force Majeure. Any delay in the performance of any duties or
obligations of either party (except the payment of money owed) will not be
considered a breach of this Agreement if such delay is caused by a labor
dispute; shortage of materials; fire; earthquake; flood; or any other event
beyond the control of such party, provided that such party uses reasonable
efforts, under the circumstances, to notify the other party of the
circumstances causing the delay and to resume performance as soon as possible.
23. General. Nothing in this Agreement shall be construed as creating any
agency, partnership or other form of joint enterprise between the parties. DI
may subcontract its duties to a third party; provided, that DI remains
responsible for the third party's actions. This Agreement is governed and
interpreted in accordance with the laws of the State of California, excluding
its conflict of law rules. The United Nations Convention on Contracts for the
International Sale of Goods is expressly disclaimed. If any provision of this
Agreement shall be deemed invalid by a court of competent jurisdiction, then
that provision shall be deemed modified to the minimum extent necessary to
make it enforceable and the validity of the remaining provisions of this
Agreement shall not be affected. This Agreement may not be assigned by either
party without the other's prior written consent, and any such attempted
assignment shall be void and of no effect; provided, however, that either
party may assign this Agreement to any successor by merger, consolidation or
sale of all or substantially all of its assets without the consent of the
other party so long as (i) the assigning parry gives written notice to the non-
assigning party of such assignment and (ii) any such assignment by Customer is
not to a direct competitor of Dl. This Agreement will be binding upon the
successors and permitted assigns of the parties and the name of a parry
appearing herein will be deemed to include the names of such party's
successor's and permitted assigns to the extent necessary to carry out the
intent of this Agreement.
24. Acknowledgement. Customer acknowledges that Docent incorporates
compression code from the Info-ZIP group. There are no extra charges or costs to
Customer associated with the use of this code, and the original compression
sources are freely available on the Internet from
xxxx://xxx.xxxxx.xxx/xxx/xxxxxxx/ and xxx://xxx.xxxxx.xxx/xxx/xxxxxxx/.
--------------------------------- --------------------------------
##### CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
6
EXHIBIT B
PAYMENT SCHEDULE
Product and Services fees are as follows:
. 15,000 Internal Base License Users $#####
Maintenance $#####
. Hosting Set-up $#####
. Hosting (6 months @ ##### per month) $#####
TOTAL $#####
Payment One shall be as follows upon execution of Master License Agreement:
$##### of which:
$#####
$#####
Payment Two shall be due on or before November 1, 2000
$#####
Hosting will be paid as follows:
$#####
$#####
#####
##### CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
- 1 -
EXHIBIT D
HOSTING SERVICES SCHEDULE
Docent provides flexible programs for application hosting on our web servers
that will allow our customer to concentrate on core business issues without
being distracted by technology and implementation. Additionally, our solution
dramatically shortens the time to deliver courses by leveraging our knowledge of
Docent products and the best way to deliver them.
We will host your online learning system in a shared environment on one or more
servers, located in one or many geographic locations, providing your users with
fast access to online coursework. The following list details the services and
products provided as part of our offering to the customer.
General
Docent reserves the right to change existing practices, conventions or operating
procedures as expansion and new technology deem necessary. Docent assumes no
responsibility for delays or problems that result from third party vendors
and/or local or long distance telephone carriers.
Maintenance
Docent will use commercially reasonable efforts to make the system available
7x24 (seven days per week; 24 hours per day) except for regularly scheduled
maintenance. Docent reserves the right to perform regularly scheduled
maintenance at regularly scheduled times. This maintenance may prevent Docent
from being accessed or used during this time period. Maintenance outside of this
schedule will be announced 24 hours in advance to the Use Administrator via
email.
Software
Software needed to operate a Docent on-line learning site is provided and
includes the following. Special customer requests for software not listed can be
addressed as additional scope.
. Operating system for all servers - #####
. Database software for all servers - #####
. #####
. ##### and ##### server software (#####)
. ##### (unlimited use) for ##### (#####)
. Standard ##### (#####)
Operations Management
Docent provides professional system administration to insure high availability
and to deliver the following services;
. 24 X 7 availability to end users (excepting scheduled system maintenance)
. 2nd level support 8 X 5 to Customer staff
. #####
. Maintenance ##### as needed
. ##### to insure integrity, performance and availability
. ##### to insure customer satisfaction and predict system growth
. #####
##### CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
- 2 -
Data Center Environment
Docent utilizes #####) to assure a consistently high level of connectivity and
security. The following list is a sample of the benefits and features provided
#####.
. #####
. #####
. #####
. #####
. #####
. #####
. #####
. #####
. #####
. #####
. #####
##### CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
- 3 -
EXHIBIT E
MAINTENANCE SERVICES SCHEDULE
General: Docent reserves the right to change existing practices, conventions or
operating procedures as expansion and new technology deem necessary. Docent
Systems assumes no responsibility for delays or problems that result from third
party vendors and/or local or long distance telephone carriers.
Software Supported: #####.
Support Hours: Docent technical support business hours are 7 a.m. to 6 p.m.,
Monday through Friday, Pacific Time. Technical support is closed on all
scheduled Docent holidays (generally consistent with all United States federal
holidays). Technical support may also be closed because of unforeseen
emergencies (e.g., weather conditions, power outages, etc.). In the event of
such emergencies, diligent efforts will be made to modify the outgoing voice
mail announcement on the telephone support line to provide reason for closure.
Voicemail: Voice mail is used as a backup when technical support
representatives are assisting other subscribers or are otherwise not available.
Docent will use commercially reasonable efforts to return all voicemails no
later than eight (8) business hours after the receipt of the call during normal
Support hours. From the nature of the call and problems described, the Docent
technical support representative, in his or her discretion, will determine the
appropriate level of support.
Email: Docent will use commercially reasonable efforts to provide an answer to
emails sent to ##### no later than eight (8) business hours after the receipt of
the email during normal Support hours.
First Level Support: First Level support is the responsibility of the customer
and is also provided via the online help and FAQ documents. First Level support
is also provided by the customer's IT organization and includes answering
general service questions.
Two representatives of the customer will be designated as contacts to Docent and
may source Docent's internal knowledge base, product documentation, and Docent's
Second level support representatives. If the issue cannot be answered by the
First Level support representatives, it will then be escalated by these
representatives to Docent's Second Level support desk.
Second Level Support: Second Level support consists of Docent support
representatives. These individuals will make every reasonable attempt to answer
the problem during the same business day, if possible. If the issue has been
investigated by Second Level Support for more than one business hours and it has
not been resolved, Second Level support will escalate the issue following the
escalation procedures described below. Customer will be notified by email or
telephone and informed of the estimated time of resolution. Follow-up messages
are sent as deemed necessary to ensure Subscriber is properly informed.
##### CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
4
Escalation Procedures:
. #####.
. #####.
. #####.
. #####.
2. Customer Support Severity Levels
. Severity 1
#####.
. Severity 2
#####.
. Severity 3
#####.
. Severity 4
#####.
##### CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
5
