AGREEMENT RG49509
BETWEEN
AMERITECH SERVICES, INC.
AND
TELESCIENCES, INC.
TABLE OF CONTENTS
ARTICLE I
GENERAL TERMS AND CONDITIONS
SECTION A: BASIC PROVISIONS
1. PARTIES
2. PURPOSE
3. DEFINITIONS
4. PARTIES WHO MAY PLACE ORDERS UNDER THIS AGREEMENT
5. TERM OF AGREEMENT
6. PRICES, CHARGES AND FEES
7. ACCEPTANCE
8. ARBITRATION
9. ASSIGNMENT
10. BELLCORE DOCUMENT COMPLIANCE
11. BILLING
12. BILLING RECORDS
13. CHOICE OF LAW
14. COMPLIANCE WITH EQUAL OPPORTUNITY REQUIREMENTS
15. COMPLIANCE WITH LAWS AND REGULATIONS
16. DEFAULT
17. DELAYS IN DELIVERY OR COMPLETION
18. DOCUMENTATION
19. EQUIPMENT CLASSIFICATION
20. FORCE MAJEURE
21. FREIGHT TERMS
22. GOVERNMENT CONTRACT PROVISIONS
23. HAZARDOUS/TOXIC MATERIAL
24. HEADINGS NOT CONTROLLING
25. IMPLEADER
26. INDEMNITY
27. INDEPENDENT CONTRACTOR
28. INFRINGEMENT
29. INSIGNIA
30. INSOLVENCY
31. INSPECTION
32. INSURANCE
33. INVOICING AND TERMS OF PAYMENT
34. LICENSES
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35. LIMITATION OF ACTIONS
36. LIMITATION OF LIABILITY
37. MARKING
38. MEDIA
39. MONTHLY REPORTS
40. NEW OR CHANGED ROUTINES, PROCEDURES OR SERVICES
41. NON-EXCLUSIVE MARKET RIGHTS
42. NON-WAIVER
43. NOTICE AND NOTIFICATION PROCEDURES
44. ORDERING PROCEDURES
45. PACKING
46. PRICE WARRANTY
47. PUBLICITY
48. REGULATORY PROCEEDINGS
49. RELEASES VOID
50. REMEDIES
51. RIGHT OF ACCESS
52. SERVABILITY
53. SHIPPING INSTRUCTIONS
54. SPECIFICATIONS
55. STANDARD INTERVAL
56. SURVIVAL OF OBLIGATIONS
57. TAX
58. TERMINATION OF ORDER
59. TIME OF THE ESSENCE
60. USE OF INFORMATION
61. WORK PERFORMED ON BUYER'S PREMISES
SECTION B - SUPPORT AND WARRANTIES
62. CHANGES TO GOODS
63. CONTINUING AVAILABILITY OF PRODUCT SUPPORT
64. EMERGENCY REPLACEMENT SERVICE
65. ENGINEERING COMPLAINTS
66. EXTRAORDINARY SUPPORT
67. RADIO FREQUENCY ENERGY STANDARDS
68. REGISTRATION
69. REPAIRS NOT COVERED UNDER WARRANTY
70. RESTOCKING
71. TECHNICAL SUPPORT
72. TRAINING
73. WARRANTIES
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ARTICLE 11
SERVICES
SECTION A: ENGINEERING
SECTION B: INSTALLATION
ARTICLE III
SOFTWARE
1. SOFTWARE LICENSE
2. CHANGES TO LICENSED SOFTWARE
3. SOFTWARE DOCUMENTATION
4. SOFTWARE QUALITY
5. SOFTWARE SUPPORT
6. SOFTWARE ESCROW ACCOUNT
7. SOFTWARE FEATURE DEVELOPMENT
8. GENERIC UPGRADES
APPENDICES
APPENDIX A: PRODUCTS, PRICES AND DISCOUNTS
APPENDIX B: SUPPORT SERVICES AND CHARGES
APPENDIX C: SOFTWARE SUPPORT TERMS AND CONDITIONS
APPENDIX D: HARDWARE MAINTENANCE TERMS AND CONDITIONS
APPENDIX E: SOFTWARE LICENSE TERMS AND CONDITION
APPENDIX F: ESCROW AGREEMENT
APPENDIX G: DOCUMENTS LISTING
APPENDIX H: NON-DISCRIMINATION PROVISIONS
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ALPHABETICAL LISTING
TABLE OF CONTENTS
CLAUSE
CLAUSE ARTICLE SECTION NUMBER
------ ------- ------- ------
ACCEPTANCE I A 7
ARBITRATION I A 8
ASSIGNMENT I A 9
BELLCORE DOCUMENT COMPLIANCE I A 10
BILLING I A 11
BILLING RECORDS I A 12
CHANGES TO GOODS I B 62
CHANGES TO LICENSED SOFTWARE III B 2
CHOICE OF LAW I A 13
COMPLIANCE WITH EQUAL OPPORTUNITY
REQUIREMENTS I A 14
COMPLIANCE WITH LAWS AND REGULATIONS I A 15
CONTINUING AVAILABILITY OF
PRODUCT SUPPORT I B 63
DEFAULT I A 16
DEFINITIONS I A 3
DELAYS IN DELIVERY OR COMPLETION I A 17
DOCUMENTATION I A 18
EMERGENCY REPLACEMENT SERVICE I B 64
ENGINEERING II A
ENGINEERING COMPLAINTS I B 65
ENTIRE AGREEMENT SIGNATURE PAGE
EQUIPMENT CLASSIFICATION I A 19
EXTRAORDINARY SUPPORT I B 66
FREIGHT TERMS I A 21
FORCE MAJEURE I A 20
GENERICS III 8
GOVERNMENT CONTRACT PROVISIONS I A 22
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AGREEMENT RG49509
ALPHABETICAL LISTING
TABLE OF CONTENTS
CLAUSE
CLAUSE ARTICLE SECTION NUMBER
------ ------- ------- ------
HAZARDOUS/TOXIC MATERIAL I A 23
HEADINGS NOT CONTROLLING I A 24
IMPLEADER I A 25
INDEMNITY I A 26
INDEPENDENT CONTRACTOR I A 27
INFRINGEMENT I A 28
INSIGNIA I A 29
INSOLVENCY I A 30
INSPECTION I A 31
INSTALLATION II B
INSURANCE I A 32
INVOICING AND TERMS OF PAYMENT I A 33
LICENSES I A 34
LIMITATION OF ACTIONS I A 35
LIMITATION OF LIABILITY I A 36
MARKING I A 37
MEDIA I A 38
MONTHLY REPORTS I A 39
NEW OR CHANGED ROUTINES, PROCEDURES
OR SERVICES I A 40
NON-EXCLUSIVE MARKET RIGHTS I A 41
NON-WAIVER I A 42
NOTICES AND NOTIFICATION PROCEDURES I A 43
ORDERING PROCEDURES I A 44
PACKING I A 45
PARTIES I A 1
PARTIES WHO MAY PLACE ORDERS
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AGREEMENT RG49509
ALPHABETICAL LISTING
TABLE OF CONTENTS
CLAUSE
CLAUSE ARTICLE SECTION NUMBER
------ ------- ------- ------
UNDER THIS AGREEMENT I A 4
PRICES, CHARGES AND FEES I A 6
PRICE WARRANTY I A 46
PUBLICITY I A 47
PURPOSE I A 2
RADIO FREQUENCY ENERGY STANDARDS I B 68
REGISTRATION I B 69
REGULATORY PROCEEDINGS I A 48
RELEASES VOID I A 49
REMEDIES I A 50
REPAIRS NOT COVERED UNDER WARRANTY I B 69
RESTOCKING I B 70
RIGHT OF ACCESS I A 51
SERVABILITY I A 52
SHIPPING INSTRUCTIONS I A 53
SOFTWARE DOCUMENTATION III 3
SOFTWARE ESCROW ACCOUNT III 6
SOFTWARE FEATURE DEVELOPMENT III 7
SOFTWARE LICENSE III 1
SOFTWARE QUALITY III 4
SOFTWARE SUPPORT III 5
SPECIFICATIONS I A 54
STANDARD INTERVAL I A 55
SURVIVAL OF OBLIGATIONS I A 56
TAX I A 57
TECHNICAL SUPPORT I B 71
TERMINATION OF ORDER I A 58
TERM OF AGREEMENT I A 5
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AGREEMENT RG49509
ALPHABETICAL LISTING
TABLE OF CONTENTS
CLAUSE
CLAUSE ARTICLE SECTION NUMBER
------ ------- ------- ------
TIME OF THE ESSENCE I A 59
TRAINING I B 72
USE OF INFORMATION I A 60
WARRANTIES I B 73
WORK PERFORMED ON BUYER'S PREMISES I A 61
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ARTICLE I
GENERAL TERMS AND CONDITIONS
SECTION A: BASIC PROVISIONS
1.0 PARTIES
1.1 This Agreement is entered into between Ameritech Services, Inc., a
Delaware corporation, with principal offices at 0000 Xxxx Xxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, and TeleSciences, Inc. (hereinafter
"Supplier"), a Delaware corporation, with principal offices at 000
Xxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx.
2.0 PURPOSE
2.1 This Agreement is for the purchase of various computer hardware and
software systems, related Services, and the licensing of Software,
all as hereinafter defined, as may be ordered by Ameritech Services,
Inc. and certain companies in accordance with the terms stated
herein.
3.0 DEFINITIONS
For purposes of this Agreement, the following words shall be defined as
below:
3.1 "Goods" as used herein shall mean Supplier's various computer
hardware and software systems as listed in Appendix A to this
Agreement, which is hereby incorporated by reference and made a part
hereof. "Goods" shall be deemed to include any related Software as
hereinafter defined.
3.2 "Services", as applicable, means such work as engineering,
installation, repair, replacement, programming, maintenance,
training, consulting or other services ordered by Buyer under this
Agreement or furnished by Supplier in conformance with its
obligations under this Agreement.
3.3 "Software" shall mean software products, computer programs, and
associated documentation relating to Goods purchased hereunder.
3.4 "Order" shall mean Buyer's form of order for Goods, Software and
Services placed hereunder.
3.5 "Buyer" shall mean a party placing an Order hereunder as specified
in the clause "PARTIES WHO MAY PLACE ORDERS UNDER THIS AGREEMENT."
3.6 "Furnish Only" shall mean the supplying of Goods by Supplier with no
engineering and/or installation Services required from Supplier.
3.7 "E&F" (Engineer and Furnish) shall mean the engineering and
furnishing of Goods by Supplier with no installation Services
required from Supplier.
3.8 "F&I" (Furnish and Install) shall mean the furnishing of Goods with
installation performed by Supplier.
3.9 "EF&I" (Engineer, Furnish and Install) shall mean the engineering
and furnishing of Goods with installation performed by Supplier.
3.10 "Installation Only" shall mean the installation by Supplier of
products obtained from another source from Supplier under separate
order.
3.11 "FPP" (Firm Price Proposal) shall mean, as applicable, a listing of
Goods and/or description of Services, technical configuration of the
Goods, performance calculations and the charges therefor, based on
the prices, charges and fees quoted by Supplier.
3.12 "Supplier Manufactured Goods" shall include all Goods (including
Software) as listed in Appendix A except for:
Hewlett Packard Diagnostic Software.
Hewlett Packard Operating Software.
SEBX Host Basic Unit (as specified in Appendix A, Part III).
All other Goods are considered Non-Supplier Manufactured Goods.
4.0 PARTIES WHO MAY PLACE ORDERS UNDER THIS AGREEMENT
4.1 In addition to Ameritech Services, Inc., Illinois Xxxx Telephone
Company, Xxxxxxx Xxxx Telephone Company, Incorporated, Michigan Xxxx
Telephone Company, The Ohio Xxxx Telephone Company and Wisconsin
Xxxx, Inc. may place Orders under this Agreement in accordance with
the terms and conditions of this Agreement as if each of said
companies had signed an individual agreement with Supplier.
"Buyer", whenever it appears in the terms and conditions of this
Agreement, shall be deemed to apply to each of said companies or to
Ameritech Services, Inc. with respect to Orders placed by it and to
each of said companies with respect to Goods (including related
Services and Software, if any) purchased under Orders placed by
Ameritech Services, Inc. which are resold to such company. With
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respect to matters affecting the entire Agreement, "Buyer" shall be
deemed to apply to Ameritech Services, Inc. Each of the above-listed
companies shall be solely liable for all obligations of Buyer
including, without limitation, claims for payment, arising from any
Orders it may place under this Agreement, and each company shall
have the benefit of all obligations of Supplier established in this
Agreement in connection with the purchase of Goods and related
Services under any Order it may place or under any Order Ameritech
Services, Inc. may place covering Goods resold to such company.
5.0 TERM OF AGREEMENT
5.1 This Agreement is effective for the placement of Orders from July 1,
1989 through June 30, 1992 unless terminated as provided for herein.
6.0 PRICES, CHARGES AND FEES
6.1 Prices, charges and fees (and applicable discounts) for Goods and
Services ordered hereunder shall be in conformance with the prices,
charges and fees (and applicable discounts) specified in Appendices
A, B and C attached hereto and incorporated herein.
6.2 Following the first anniversary of the commencement of the term of
this Agreement, the prices, charges and fees set out in Appendices
A, B and C may be increased by Supplier from time to time, but not
more often than once during any twelve (12) month period, by means
of a written notice to Ameritech Services, Inc. given not later than
ninety (90) days before the proposed effective date of such
increase. Supplier shall not, in any successive twelve (12) month
period, raise the prices of Goods more than the percent equal to the
increase in the Producer Price Index (PPI) for Electrical Machinery
and Equipment (117) or five percentum (5%), whichever is greater.
The indices shall be those provided in the U.S. Department of
Commerce publication of the PPI. The new prices, charges and fees
shall apply to all Orders placed on or after said effective date or
to Orders placed prior thereto for Goods scheduled for shipment more
than six (6) months after the effective date of the price change. If
an Order originally scheduled for shipment within the aforementioned
six (6) month period is deferred by Buyer in accordance with
paragraph 44.6 herein until a date in excess of the said six (6)
month period, that Order shall be invoiced at the new prices. Such
increase shall be based on changes in either the PPI or Supplier's
costs and shall be explained in the written notice of the proposed
increase in prices. If Ameritech Services, Inc. and Supplier fail to
agree upon increased prices by the proposed effective date, no
further Orders will be placed against this Agreement for Goods
affected by the price increases.
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6.3 The discounts specified in Appendix A shall apply only to Supplier
Manufactured Goods (excluding Software).
6.4 Supplier may reduce prices hereunder at any time by giving written
notice to Ameritech Services, Inc. Said reduced prices shall apply
to all Orders placed on or after the effective date, and if agreed
to by Supplier, they will also apply to Orders unshipped as of the
effective date, in which event Supplier agrees to notify Ameritech
Services, Inc. of those specific Orders affected by the proposed
price reduction.
7.0 ACCEPTANCE
7.1 For Goods which are acquired from but not installed by Supplier,
Buyer shall have thirty (30) days after receipt from Supplier of the
applicable Goods to inventory and inspect such Goods for shipment
deficiencies, defects and/or damage. Failure of Buyer to notify
Supplier in writing of any shipment deficiencies, defects and/or
damage to the Goods within that thirty (30) day period shall be
deemed acceptance.
7.2 For EF&I and F&I, acceptance shall be in accordance with Section B
(INSTALLATION) of Article II hereto.
7.3 All required documentation (as set forth in clauses entitled
"DOCUMENTATION", "ACCEPTANCE", and "ORDERING PROCEDURES"),
including but not limited to, "as installed" office drawings,
schematic and wiring drawings, circuit descriptions and fuse
records, and the like shall be provided to Buyer prior to and as a
condition of Buyer's final acceptance. Final office drawings shall
be provided to Buyer within two (2) weeks after Supplier's issuance
of the Completion Report.
7.4 Buyer shall have no obligation to accept and pay for Goods and/or
Services which do not conform to Supplier's specifications or
requirements established in this Agreement.
7.5 Acceptance in no way relieves Supplier of its responsibilities under
the clause "WARRANTIES."
8.0 ARBITRATION
8.1 Any dispute, controversy or claim related to or arising out of this
Agreement shall be settled by arbitration, conducted on a
confidential basis under the then current Commercial Arbitration
Rules of the American Arbitration Association ("Association") in
accordance with the terms of this Agreement. The arbitration shall
be conducted at the Association's regional office in Chicago,
Illinois, by
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three (3) arbitrators, one to be appointed by each of the parties to
the dispute, controversy or claim, and the third arbitrator, who
shall be knowledgeable in equipment used in the telephony industry,
shall be appointed by the other two within thirty (30) days of their
appointment. Judgement upon the arbitrator's award shall be entered
and enforced in any court of competent jurisdiction. Neither party
shall institute a proceeding hereunder unless sixty (60) days prior
thereto such party shall have furnished to the other party written
notice by registered mail of its intent to do so, specifically
stating the facts it will be relying on in support of its position
at arbitration.
8.2 Neither party shall be precluded hereby from seeking provisional
remedies in the courts of any jurisdiction including but not limited
to temporary restraining orders and preliminary injunctions to
protect its rights and interests, but such shall not be sought as a
means to avoid or stay arbitration.
8.3 In the event of an arbitration proceeding pursuant to this
Agreement, each party shall bear its own costs in said proceeding.
Should the matter disputed be settled before a final decision of the
arbitrators or should it be found that neither party has prevailed,
all expenses relating to said arbitration shall be borne equally by
the parties.
9.0 ASSIGNMENT
9.1 The parties shall not assign any right or interest under this
Agreement or any Order issued hereunder, excepting monies due or to
become due, nor delegate any obligation or work in whole or in part
to be performed by either party under this Agreement or any Order
hereunder, without the other party's prior written consent. Any
attempted assignment or delegation in contravention of the above
provisions shall be void and ineffective. Any assignment of monies
shall be void and ineffective to the extent that (1) Supplier shall
not have given Buyer at least thirty (30) days prior written notice
of such assignment and (2) such assignment attempts to impose upon
Buyer obligations to the assignee additional to the payment of such
monies, or to preclude Buyer from dealing solely and directly with
Supplier in all matters pertaining to this Agreement.
Notwithstanding the foregoing, Buyer may assign any Order for Goods
under this Agreement in whole or in part to any other entity named
in the clause entitled "PARTIES WHO MAY PLACE ORDERS UNDER THIS
AGREEMENT" upon written notice to Supplier. Upon such permitted
assignment and assumption of liability thereto by the assignee, the
assigning party shall be discharged of any liability pursuant to
this Agreement or any assigned Order.
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10.0 BELLCORE DOCUMENT COMPLIANCE
10.1 If Supplier is not currently in compliance with the Bellcore
documents referenced in the clauses entitled "BILLING", "EQUIPMENT
CLASSIFICATION" and "MARKING" and with the requirements of paragraph
44.2 D(4), herein, Supplier agrees to use its best efforts to meet
these requirements by the end of the first anniversary of the
commencement of the term of this Agreement. Progress toward
compliance will be reviewed at six (6) month intervals from the
commencement of the term of this Agreement. Until Supplier is in
full compliance, Supplier shall provide Buyer up-to-date,
cross-referenced guides to the Goods at no additional charge. Such
guides will include all available and applicable information
including, but not limited to, CPR numbers, CLEI codes and the break
down of systems and conversion kits.
11.0 BILLING
11.1 When applicable, Supplier's billing for Goods and/or Services
furnished hereunder shall be in accordance with the standard
specified in Bellcore document TR-ISD-000152, Issue 2, dated May,
1987, Guidelines For Mechanized Invoicing. Such standards permit
Buyer to identify equipment retirement units for inclusion into
mechanized Property Records Systems and classification of central
office equipment in accordance with Uniform System of Accounts.
12.0 BILLING RECORDS
12.1 Supplier agrees to maintain in accordance with generally accepted
accounting principles complete and accurate records concerning
amounts billed hereunder. Supplier shall retain such records for a
minimum of six (6) years from the date of final payment for Goods
covered by this Agreement or for such length of time as may be
required by any applicable federal, state, or local law, ordinance
or regulation, whichever is longer.
12.2 In the event Buyer, in good faith, disputes the amount of any
invoice, Supplier agrees to provide supporting documentation
concerning such disputed amount as mutually agreed upon within
thirty (30) days after Buyer provides written notification of the
dispute to Supplier. If such supporting documentation is not
received within thirty (30) days, Buyer reserves the right to deduct
the amount in question from a current invoice. Payment of any
disputed amount under this Agreement shall be subject to final
adjustment as determined during the review of the supporting
documentation.
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13.0 CHOICE OF LAW
13.1 The construction, interpretation and performance of this Agreement
shall be governed by and construed in accordance with the domestic
laws of the State of Illinois, or with respect to any Order, the
domestic laws of the State to which the Goods are shipped or to be
shipped, or, in the case of Services, the State in which the related
Goods are used.
14.0 COMPLIANCE WITH EQUAL OPPORTUNITY REQUIREMENTS
14.1 Supplier shall comply, whenever applicable, with
the"NONDISCRIMINATION PROVISIONS" contained in Appendix H of this
Agreement.
15.0 COMPLIANCE WITH LAWS AND REGULATIONS
15.1 Supplier and all persons furnished by Supplier shall comply with the
Fair Labor Standards Act, the Occupational Safety and Health Act,
and all other federal, state and local laws, ordinances, regulations
and codes (including procurement of required permits and
certificates in performance hereunder). Supplier agrees to indemnify
and hold harmless Buyer from and against any loss, damage or expense
that may be sustained by reason of Supplier's failure to so comply.
16.0 DEFAULT
16.1 In the event either party shall be in breach or default of any term,
condition or covenant of this Agreement or any Order placed
hereunder and such breach or default shall continue for a period of
thirty (30) days after the giving of written notice to the party in
breach or default by the other, the aggrieved party may avail itself
of any and all remedies at law or in equity or otherwise, including,
without limitation, the right to cancel any affected Order(s)
without any charge, obligation or liability whatsoever, except as to
the payment for Services completed and/or for Goods already received
and accepted by Buyer. Failure by Buyer to pay any amount allegedly
due under any invoice which is the subject of a good faith dispute
as provided for in paragraph 12.2, shall not be deemed to be a
breach or default by Buyer.
16.2 Notwithstanding the above, each party shall cooperate with the other
in every reasonable way to facilitate the remedy of a breach or
default hereunder.
17.0 DELAYS IN DELIVERY OR COMPLETION
17.1 Supplier agrees to notify Buyer in writing prior to delivery or
completion date of any possible delays in the agreed upon delivery
or completion schedule of the Goods. Buyer shall review such notice
and if Buyer determines it is not adversely
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affected by such delay then Buyer will consent to such delay. In the
event Buyer determines it will be adversely affected by such delay
and such delay continues for a period of more than ten (10) working
days from the agreed upon delivery or completion schedule, then
Buyer may cancel the affected Order without penalty or obligation of
any kind.
18.0 DOCUMENTATION
18.1 Supplier agrees to furnish, at no charge, one (1) complete set of
documentation with Goods purchased hereunder, which shall include,
but not be limited to; maintenance, operation, installation and
Software manuals and information. Additional master sets of
documentation, and any succeeding changes thereto, shall be provided
at no charge to the locations specified by Buyer to Supplier.
Supplier shall provide such original documentation either prior to
or with each shipment of Goods and shall maintain a mailing list of
recipients of such documentation to whom all subsequent changes and
updates shall be sent. Such documentation shall be in accordance
with Bellcore document TR-TSY-000454 Issue 1 dated July 1988,
Supplier Documentation For Network Elements.
18.2 Documentation and any subsequent changes or updates shall reference
Supplier's serialized numbers, issue numbers and date of issue.
Buyer may reproduce such documentation for its internal use.
18.3 Supplier shall provide access to all documentation including
installation procedures, tooling and training material necessary to
install purchased Goods. Such documentation shall, at the sole
discretion of Buyer, be made available to a third party
(installation vendor) under contract by the Buyer to install such
Goods. Such a third party will be required to sign a non-disclosure
statement and will also be held to the stipulations in clause "USE
OF INFORMATION."
18.4 Further, engineering and job site documentation is specified in
clauses, "ORDERING PROCEDURES", "INSTALLATION" and "ACCEPTANCE."
19.0 EQUIPMENT CLASSIFICATION
19.1 At no charge to Buyer, Supplier shall request from Bellcore Common
Language Equipment Identification (CLEI) codes for Goods and utilize
such codes prior to making the Goods available to Buyer in
accordance with Bellcore documents TR-ISD-000325 Issue 1, dated
September 1988, Equipment Information Required From Suppliers for
Operations System and TR-TAP-000485, Issue I, dated April 1987,
Common Language\ CLEI Code Assignment and Equipment Marking
Requirements, and future revisions.
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20.0 FORCE MAJEURE
20.1 Notwithstanding anything to the contrary contained herein, neither
party shall be responsible for any delay or failure in performance
of an Order placed hereunder caused by fires, strikes, embargoes,
requirements imposed by Government Regulations, civil or military
authorities, acts of God or the public enemy or other causes beyond
the control and without the fault or negligence of the party unable
to perform ("Force Majeure condition"). If any such Force Majeure
condition occurs, the party delayed or unable to perform shall give
immediate notice to the other party and the party affected by the
other's inability to perform may elect to: (a) terminate any Order
or part thereof as to Goods or Services not already received and
accepted; (b) suspend any Order for the duration of the Force
Majeure condition, buy or sell elsewhere the Goods or Services to be
bought or sold under such Order and deduct from such Order the
quantity bought or sold or for which such commitments have been made
elsewhere, and resume performance of any outstanding Order(s) once
the Force Majeure condition ceases, with an option in the affected
party to extend the delivery and/or completion date up to the length
of time the Force Majeure condition endured; or (c) take other
action as agreed to by the parties. Unless written notice is given
within thirty (30) days after the affected party is apprised of the
Force Majeure condition, (b) shall be deemed selected.
21.0 FREIGHT TERMS
21.1 Goods shipped to Ameritech Services, Inc. shall be F.O.B.
Moorestown, NJ. Shipments weighing more than 200 pounds should be
freight collect. Shipments weighing 200 pounds or less should be
freight prepaid, and freight charges added to Supplier's invoice.
21.2 For Goods shipped to other parties pursuant to the clause entitled
"PARTIES WHO MAY PLACE ORDERS UNDER THIS AGREEMENT" shall be F.O.B.
destination, freight prepaid, and freight charges added as a
separate item to Supplier's invoice, or as otherwise indicated on
Buyer's Order.
21.3 In preparing bills of lading for shipment under this Agreement, the
Goods shall be described in accordance with the National Motor
Freight Classification in effect on the date of shipment, Buyer
reserves the right to review the application of such description.
21.4 Notwithstanding the foregoing, when Services (such as unloading or
installation) are to be performed by Supplier after Buyer's receipt
of the Goods, Supplier shall retain risk of loss and damage to the
Goods until the Goods and Services have been accepted by Buyer.
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21.5 Supplier shall bear transportation charges for shipments of Goods
from outside of the United States of America to Buyer.
22.0 GOVERNMENT CONTRACT PROVISIONS
22.1 Order(s) placed hereunder containing a notation that the Goods and
Services are intended for use under a Government Contract shall be
subject to the then current Government Provisions referenced thereon
or in attachments thereto. Supplier shall have the right to accept
or reject any such Order(s).
23.0 HAZARDOUS/TOXIC MATERIAL
23.1 Supplier shall identify to Buyer in advance of delivering any toxic
substances or hazardous material incorporated in or associated with
the Goods or Services purchased hereunder and shall advise Buyer of
all precautions to be taken for their use and disposal. When
applicable, Supplier shall furnish Buyer with a completed material
safety data sheet on any Goods or Services as required by any
federal, state or local laws, ordinances or regulations. Any
transportation or other handling of the hazardous or toxic material
by Supplier shall be performed in accordance with all applicable
federal, state and local laws, ordinances and regulations.
24.0 HEADINGS NOT CONTROLLING
24.1 The clause headings inserted in this Agreement are for convenience
only and are not intended to affect the meaning or interpretation of
this Agreement.
25.0 IMPLEADER
25.1 Supplier will not implead or bring any action against Buyer or
Ameritech Services, Inc. or their employees based on any claim by
any person for personal injury or death that occurs in the course or
scope of employment of such person by Supplier that arises out of
Goods or Services provided under this Agreement.
26.0 INDEMNITY
26.1 Supplier agrees to indemnify and save harmless Buyer and Ameritech
Services, Inc., their employees, officers and agents from and
against any losses, damages, expenses, claims, demands, suits and
liabilities (including attorney's fees) that arise out of or result
from (1) injuries or death to persons or damage to property
resulting from defective Goods and Services furnished hereunder or
Supplier's acts or omissions, or those of persons furnished by it,
or (2) assertions under Workers' Compensation or similar acts made
by persons furnished by Supplier or by any subcontractor. Supplier
agrees to defend Buyer and Ameritech Services,
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Inc., their employees, officers and agents, at Buyer's or Ameritech
Services, Inc.'s request, against any such claim, demand or suit.
Buyer or Ameritech Services, Inc. shall notify Supplier within a
reasonable time of any written claims or demands for which Supplier
is responsible under this clause.
27.0 INDEPENDENT CONTRACTOR
27.1 All Services performed under this Agreement shall be performed by
Supplier as an independent contractor and not as an agent of Buyer.
No persons furnished by Supplier shall be considered Buyer's
employees or agents, and Supplier shall be responsible for its
employees' compliance with all laws, rules, and regulations
involving employment of labor, hours of labor, working conditions,
payment of wages, and payment of taxes, such as unemployment, social
security and other payroll taxes, including applicable contributions
from such persons when required by law.
28.0 INFRINGEMENT
28.1 Supplier shall indemnify and hold harmless Buyer from and against
any loss, damage, expense (including, without limitation,
replacement expense) or liability that may result by reason of any
infringement or claim of any infringement of any patent, trademark
or copyright, or by reason of misappropriation or claim of
misappropriation of any trade secret or other proprietary interest
based on Buyer's use of Goods or Services purchased under this
Agreement. Supplier shall defend or settle, at its own expense, any
action or suit for which it is responsible under this clause. Buyer
shall promptly notify Supplier of any claim of infringement or
misappropriation for which Supplier is responsible, and shall
cooperate with Supplier in every reasonable way to facilitate the
defense of any such claim.
28.2 If the use of Goods or furnishing of Services shall be prevented or
appears likely to be prevented by injunction or court order on
account of any such infringement or misappropriation, Supplier
shall, at no expense to Buyer, 1) remove such Goods from the
premises of Buyer and replace same with equally suitable Goods free
from claim of infringement or misappropriation; (2) modify any such
Goods or Services so that they will be free from claim of
infringement or misappropriation provided they remain functionally
equivalent to the original Goods or Services; or (3) by license or
release from claim of infringement or misappropriation, procure for
Buyer the right to use such Goods or receive such Services. Unless
otherwise agreed in writing by Buyer, Supplier shall use its best
efforts to procure the right for Buyer to use the Goods or receive
the Services as provided in (3) above. If none of the foregoing
alternatives are available to Supplier or acceptable to Buyer, Buyer
shall have the right to return, at Buyer's option, the affected
Goods or portion thereof for a refund in the amount of the
depreciated value, using straight line depreciation (ten (10) year
useful life), or to
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discontinue the affected Services and receive any prepaid amounts
therefor. In the event of any removal of Goods from Buyer's
premises, Supplier shall use reasonable care in the removal thereof
and shall, at Supplier's own expense, restore the premises as nearly
to their original condition as is reasonably possible. Supplier
shall be responsible for all expense associated with the removal and
return of the affected Goods and installation of substitute or
replacement equipment.
29.0 INSIGNIA
29.1 Upon Buyer's written request, any of Buyer's trademarks, trade
names, insignia, symbols, decorative designs, or evidence of Buyer's
inspection (hereafter "Insignia") will be affixed by Supplier to the
Goods furnished. Charges, if any, shall be mutually agreed upon.
Such Insignia will not be otherwise affixed, used or displayed on
the Goods furnished or in connection therewith without Buyer's
written approval. The manner in which such Insignia will be affixed
shall be as mutually agreed.
29.2 Goods rejected or not purchased by Buyer which utilized such
Insignia shall have all such Insignia removed prior to any sale, use
or disposition thereof. Supplier agrees to indemnify and hold Buyer
harmless from any claim, loss or damage arising out of Supplier's
failure to do so.
30.0 INSOLVENCY
30.1 Buyer may terminate this Agreement or any Order immediately upon
written notice in the event that Supplier makes an assignment for
the benefit of creditors, admits in writing its inability to pay
debts as they come due, ceases doing business as a going concern, or
a proceeding is instituted seeking reorganization, arrangement,
readjustment, liquidation, dissolution or other similar relief under
any law affecting the rights of creditors, and such proceeding is
acquiesced in or is not dismissed within sixty (60) days.
31.0 INSPECTION
31.1 Ordinarily, shipments will be made without Buyer's or its Agent's
inspection at the source. However, Buyer reserves the right to
inspect any Goods prior to shipment upon written notice to Supplier.
In such event, Supplier shall notify Buyer's agent or, if unknown,
Buyer (at 312-394-6409), that the Goods are ready for inspection at
the source. Supplier shall make available, without charge, any
production testing facilities and personnel required by Buyer or its
agent to inspect the Goods. Prior to shipment, Buyer or its agent
shall inspect the Goods in accordance with the following Quality
Program Specifications, copies of which
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are in Supplier's possession. Buyer reserves the right to change the
Quality Program Specifications upon written notice to Supplier.
QPS NUMBER ISSUE TITLE
82.040 4 Quality Program Specification For
Transmission Products
(General)
90.176 4 Quality Program Specification For
Traffic Measuring & Recording
Devices (SPL TeleSciences)
93.168 3 Quality Program Specification For
System: Automatic Message Accounting
Teleprocessing (AMATPS) (SPL
Telematic Products)
32.0 INSURANCE
32.1 Supplier shall maintain and cause Supplier's subcontractors to
maintain during the term of this Agreement: (1) Worker's
Compensation insurance as prescribed by the law of the state in
which Supplier's obligations under this Agreement are performed, (2)
employer's liability insurance with limits of at least $1,000,000
each occurrence, (3) comprehensive general liability insurance and
comprehensive automobile liability insurance if the use of motor
vehicles is required, each with limits of at least $1,000,000 for
bodily injury, including death, to any one person and $3,000,000 for
any one occurrence, and $1,000,000 for each occurrence of property
damage, and (4) specific contractual liability insurance to cover
Supplier's indemnity obligations under this Agreement with limits as
specified in (3) above. Supplier agrees that Supplier, Supplier's
insurer(s) and anyone claiming by, through, under or in Supplier's
behalf shall have no claim, right of action or right of subrogation
against Buyer and Ameritech Services, Inc. based on any loss or
liability insured against under the foregoing insurance. Supplier
and Supplier's subcontractors shall furnish prior, to the start of
Services and furnishing of Goods, certificates or adequate proof of
the foregoing insurance. Certificates furnished by Supplier and
Supplier's subcontractors shall contain a clause stating: "Ameritech
Services, Inc. is to be notified in writing at least thirty (30)
days prior to cancellation of or any material change in this
policy." Said insurance provisions shall not, in any way, limit
Supplier's liability under this Agreement.
33.0 INVOICING AND TERMS OF PAYMENT
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33.1 Payment of invoices shall be due net thirty (30) days after receipt
of detailed invoicing, provided, however, that Buyer may withhold
payment of any invoice for a partial shipment of an Order if a delay
in the shipment of the remainder of the Order causes the Goods to be
nonfunctional.
33.2 Supplier shall render detailed invoices for Goods and Services upon
delivery of Goods at Buyer's designated destination and upon 100%
completion of Services except when other arrangements have been made
through separate agreements for the providing of Services.
34.0 LICENSES
34.1 No licenses, express or implied, under any patents, trademarks,
copyrights or other proprietary rights are granted by Buyer to
Supplier under this Agreement; provided, however, that in the event
any Goods or Services covered by this Agreement use or are impacted
by patents owned or controlled by American Telephone and Telegraph
Company or its affiliates, ("AT&T") or in the event any royalty is
paid by Supplier to AT&T for the sale of Goods or Services of the
type covered by this Agreement, Supplier shall promptly notify
Ameritech Services, Inc. in writing and shall accept from Ameritech
Services, Inc. a sublicense with respect to such Goods or Services
which requires payment of royalties to Ameritech Services, Inc. in
lieu of AT&T.
35.0 LIMITATION OF ACTIONS
35.1 No action, regardless of form, related to or arising out of this
Agreement may be brought by either party more than two (2) years
after the cause of action has been recognized.
36.0 LIMITATION OF LIABILITY
36.1 IN NO EVENT SHALL SUPPLIER BE LIABLE FOR: (1) ANY INCIDENTAL,
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR
PERFORMANCE OF GOODS OR SOFTWARE HEREUNDER INCLUDING, BUT NOT
LIMITED TO ANY DAMAGES RESULTING FROM LOST COMPUTER TIME, THE
DESTRUCTION OR DAMAGE OF RECORDS, OR ANY LOST REVENUES OR PROFITS OF
BUYER OR ANY THIRD PARTY, EVEN IF SUPPLIER HAS BEEN ADVISED, KNEW OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; (2) DAMAGES
CAUSED BY THE BUYER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT; OR, (3) CLAIMS, DEMANDS, OR ACTIONS AGAINST THE BUYER BY
ANY OTHER PARTY, EXCEPT AS MAY BE PROVIDED IN CLAUSE 26.0
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"INDEMNITY" OR CLAUSE 28.0 "INFRINGEMENT" IN THE EVENT OF LOSS OF OR
DAMAGE TO THE GOODS PURCHASED HEREUNDER WHICH NECESSITATES
REPLACEMENT THEREOF, SUPPLIER'S LIABILITY FOR SUCH LOSS OR DAMAGE
SHALL BE LIMITED TO SAID REPLACEMENT AT ITS EXPENSE WITH IDENTICAL
OR EQUIVALENT GOODS OR REIMBURSEMENT OF THE COST OF SUCH
REPLACEMENT, INCLUDING ALL INSTALLATION EXPENSE.
37.0 MARKING
37.1 All Goods furnished hereunder shall be marked, at no charge to
Buyer, in accordance with the requirements outlined in the following
Bellcore documents:
TR-TSY-000081 Issue 1 dated December 1984, Packaging, Packing,
Palletization and Marking Requirements.
TR-ISD-000325 Issue 1 dated September 1986, Equipment Information
Required From Suppliers for Operations System.
TR-TAP-000383 Issue 3 dated December 1987, Generic Requirements for
Common Language Bar Code Labels.
TR-TAP-000485 Issue 1 dated April 1987, Common Language CLEI Code
Assignment and Equipment Marking Requirements.
TR-795-25540-84-02 Issue 1 dated January 1984, Common Language
Identification of Manufacturers of Telecommunications Products
37.2 In addition, Supplier agrees to include, at no charge to Buyer,
Buyer's PRODUCT IDENTIFIER (PID), the nine-digit number for Goods,
as applicable, on all preliminary and final packaging and packing
slips, and any other identification which might be requested by
Buyer.
37.3 All Goods furnished hereunder shall be marked for identification
purposes with Supplier's coded Name, Model, Serial Number and month
and year of manufacture.
37.4 If Buyer requires identification marking in addition to the above,
the parties shall mutually agree to the charges, if any, for such
additional marking.
38.0 MEDIA
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38.1 Unless Buyer otherwise agrees, requested or required documentation,
information and copies shall be provided in "hard copy" (paper) by
the Supplier.
39.0 MONTHLY REPORTS
39.1 Supplier agrees to render to Ameritech Services, Inc. monthly
reports containing the following information concerning each
shipment to Buyers under this Agreement made during each month, not
later than the tenth day of the following month:
Supplier Name & Address
Agreement Number
Month/Year
Shipped to Location (City and State)
Material Description (with PID if applicable and
Supplier's part number.)
Quantity Shipped
Date Shipped
Net Unit Price
Total Value of Quantity Shipped
Engineering and Installation Services Performed and Invoiced
Reports are to be sent to:
Ameritech Services, Inc.
0000 Xxxx Xxxx Xxxxx Xxxx, 0-00
Xxxxxxxxx Xxxxxxx, XX 00000
Attn: Manager Transmission Products
40.0 NEW OR CHANGED ROUTINES, PROCEDURES OR SERVICES
40.1 Supplier shall not implement or distribute to Buyer any information
regarding new or changed routines, procedures, or Services, if any,
for Goods purchased under this Agreement without sixty (60) days
prior written notice to:
Ameritech Services, Inc.
0000 Xxxx Xxxxx Xxxx, 0-00
Xxxxxxxxx Xxxxxxx, XX 00000
Attn: Manager - Transmission Products
41.0 NON-EXCLUSIVE MARKET RIGHTS
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41.1 It is expressly understood and agreed that this Agreement does not
grant Supplier an exclusive privilege to sell to Buyer any Goods
and/or Services which Buyer may require.
42.0 NON-WAIVER
42.1 No course of dealing or failure of either party to enforce strictly
any provision, term, right or condition of this Agreement shall be
construed as a waiver of such provision, term, right or condition.
43.0 NOTICES AND NOTIFICATION PROCEDURES
43.1 Any notice or demand which under the terms of this Agreement or
under any statute must or may be given or made by any party
hereunder shall, be in writing and shall be hand delivered or shall
be given or made by telegram or recognized express delivery service
or certified or registered mail addressed to the appropriate party
or parties as follows:
To Buyer:
Ameritech Services, Inc. Ameritech Services, Inc.
as Buyer or notices 0000 X. Xxxx Xxxxx Xxxx
affecting entire Agreement: Xxxxxxxxx Xxxxxxx, XX 00000
Attn: Manager - Transmission Products
Changes to Goods only: Ameritech Services, Inc.
0000 X. Xxxx Xxxxx Xxxx
Xxxxxxxxx Xxxxxxx, XX 00000
Attn: Manager - Transmission
Illinois Xxxx Telephone Illinois Xxxx Telephone Company
Company as Buyer: Assistant Vice President
Planning and Engineering
000 X. Xxxxxxxx, XX00X
Xxxxxxx, XX 00000
Changes to Goods only:
Illinois Xxxx Telephone Company
000 X. Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Product Change Notice Coordinator
HQ24C
Xxxxxxx Xxxx Telephone Xxxxxxx Xxxx Telephone Company,
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Company, Incorporated Assistant Vice President
as Buyer: Planning, Design and Engineering.
000 X. Xxxxxxxx Xxxxxx, Xxxx 000
Xxxxxxxxxxxx, XX 00000
Changes to Goods only:
Xxxxxxx Xxxx Telephone Company,
Incorporated
000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: District Manager -
Implementation & Planning
Michigan Xxxx Telephone Michigan Xxxx Telephone Company
Company as Buyer: Assistant Vice President
Network Engineering
00000 Xxxxxxxxx Xxxx, Xxxx 0000
Xxxxxxxxxx, XX 00000
Changes to Goods only:
Michigan Xxxx Telephone Company
Room 48034
00000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attn: CN Administrator Maintenance
Engineering - Switching
The Ohio Xxxx Telephone The Ohio Xxxx Telephone Company
Company as Buyer: General Manager
Planning and Engineering
00 Xxxxxxxx Xxxxx, Xxxx 0000
Xxxxxxxxx, XX 00000
Changes to Goods only:
The Ohio Xxxx Telephone Company
00 Xxxxxxxx Xxxxx, Xxxx 000
Xxxxxxxxx, XX 00000
Attn: District Manager - Transmission
Engineering Center (TEC)
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Wisconsin Xxxx, Inc. Wisconsin Xxxx, Inc.
as Buyer General Manager
Network Planning and Engineering
000 X. Xxxxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Changes to Goods only:
Wisconsin Xxxx, Inc.
000 X. Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Staff Manager - Maintenance
Engineering (LN)
To Supplier: TeleSciences, Inc.
000 Xxx Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000-0000
Attn: Contract Administration
43.2 Notwithstanding the above, documentation pursuant to the clause
"DOCUMENTATION" and other information required by Buyer shall be
disseminated by Supplier to those on the applicable distribution
lists provided by each Buyer.
43.3 Notices will be deemed to have been received as of the earlier of
the date of actual receipt or three (3) days after being sent.
44.0 ORDERING PROCEDURES
44.1 Buyer shall place Orders under this Agreement in accordance with
Supplier's standard intervals. No prepayment or minimum ordering
quantities or amounts shall apply to any Order.
44.2 EF&I (Engineer, Furnish and Install), F&I (Furnish and Install), and
E&F (Engineer and Furnish) Orders:
A. Orders shall be in writing or transmitted electronically and
shall specify: (a) description of Goods, inclusive of any
numerical/alphabetical identifications and/or Services, if
any, referenced in the price list herein; (b) required
delivery or completion and in-service date as applicable; (c)
location to which the Goods are to be shipped and/or Services
are to be performed; (d) location to which invoices shall be
rendered for payment; (e) Buyer's Order number; (f) price or
Buyer's Request For Quotation number, if applicable; (g) this
Agreement number; and for an Order for Goods which includes
licenses for Software, in addition to the above; (h) a
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list and description of the Software to be licensed; (i) the
description, serial number, if known, and location of the
processor for which Software is being furnished.
B. (1) Supplier shall acknowledge receipt of Buyer's Order
within ten (10) workdays of receipt of such Order.
Supplier shall accept or reject in writing Buyer's
Order, including delivery and/or completion date, within
four (4) weeks (three (3) weeks for F&I Orders) from
receipt of Order or four (4) weeks prior to ship date,
whichever is earlier. In the event Supplier fails to
accept or reject any such Order within the aforesaid
period, such Order shall be deemed accepted.
(2) Should Buyer require Supplier's acceptance or rejection
of an Order in less than four (4) weeks (three (3) weeks
for F&I Orders), Supplier shall use its best efforts to
respond in the interval requested by Buyer.
C. In the event that Supplier cannot meet the specified delivery
and/or completion date, Buyer may cancel said Order in writing
without penalty or obligation of any kind or negotiate a new
delivery and/or completion date mutually acceptable to both
parties, which date shall be acknowledged in writing by
Supplier within ten (10) workdays of such agreement.
D. For Orders scheduled in accordance with Supplier's standard
intervals, Supplier shall at no charge, provide no later than
five (5) weeks prior to main ship date, the following
documentation to Buyer's engineering department and job site:
(1) engineering specifications (except F&I), (1-Job Site, l-
Engineering)
*(2) central office base drawings (except F&I), (1-Job Site,
1-Engineering)
(3) Software documentation, if any, (1-Job Site,
l-Engineering)
----------
* Suppliers which do not provide a drawing maintenance function should be
providing two (2) copies of the red line drawings to engineering.
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(4) list of required Goods classified in accordance with the
Uniform System of Accounts, and in sufficient detail to
enable Buyer to identify equipment retirement units for
inclusion into mechanized Property Record Systems, and
in the format required for direct entry into Buyer's
Detailed Continuing Property Record (DCPR) system (See
clauses entitled "EQUIPMENT CLASSIFICATION", "BILLING"
and "MARKING"), (1-Engineering),
(5) installation requirements (I-Engineering), and
(6) FPP, where applicable, showing detailed individual cost
for engineering, Goods, installation and other Services
as applicable (1-Engineering).
E. Within four (4) weeks following receipt of the engineering
specifications (except on F&I Orders) and the FPP, Buyer shall
accept or reject said FPP and notify Supplier accordingly. In
the event Buyer rejects Supplier's FPP and Buyer and Supplier
are unable to subsequently agree to a revised FPP, then the
Order will be deemed void.
44.3 Furnish Only Orders:
In addition to paragraphs 44.2A and 44.2C in this clause, the
following shall apply for Furnish Only Orders. Within ten (10)
workdays after receipt of such Order, Supplier shall acknowledge, in
writing, acceptance or rejection of the Order and delivery date. In
the event Supplier fails to accept or reject any such Order within
the aforesaid period, such Order shall be deemed accepted. Upon
shipment of the Goods, Supplier shall provide copies of applicable
information as specified in paragraph 44.2D herein and applicable
prices and fees.
44.4 Installation Only Orders:
A. Buyer shall provide Supplier its specifications and
installation requirements which shall include Buyer's required
job completion date. Within two (2) weeks of Supplier's
receipt of such information, Supplier shall provide either
notice of rejection or an FPP, which details prices for the
installation Services requested by the Buyer.
B. Within four (4) weeks following receipt of the Supplier's FPP,
Buyer shall accept or reject said FPP. Buyer's acceptance of
the FPP will be confirmed by placement of an Order during this
four (4) week period. Supplier shall acknowledge receipt of
said Order within ten (10) workdays following placement of
said Order. In the event Buyer rejects Supplier's
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FPP, Supplier will return all Buyer's specifications and
installation requirements within ten (10) workdays of such
rejection.
44.5 Change Orders:
Any changes to the original Order and any resulting adjustment,
including but not limited to schedules and price, shall be mutually
agreed upon and subsequently detailed in a written change Order
referencing the original Order. Supplier shall provide a list of all
Goods required for such change(s) in accordance with paragraph
44.2D(4) in this clause and a supplemental FPP indicating all
changes to the original FPP.
44.6 In addition to changes in delivery dates as described in paragraph
44.5 hereinabove, Buyer may unilaterally defer a delivery date of
any purchase Order for a period not to exceed sixty (60) days
without charge.
44.7 Orders placed by Buyer hereunder shall be sent to the following
address: TeleSciences, C O Systems, Inc.
000 Xxx Xxxxxx Xxxx
Xxxxxxxxxx, X.X. 00000
Attn: Domestic Order Entry Department
45.0 PACKING
45.1 Goods purchased, modified, repaired, or replaced hereunder shall be
packed by Supplier at no additional charge in suitably designed
containers adequate to prevent damage under normal handling during
loading/unloading, shipping and storage in accordance with Ameritech
document SHP92706AM Issue 1, dated May 1988, Packing, Packaging and
Palletization and Bellcore document TR-TSY-000081 Issue 1, dated
December 1984, Packaging, Packing, Palletization and Marking
Requirements. In the event of a conflict or inconsistency between
the Bellcore document TR-TSY-000081 and the Ameritech document
SHP92706AM the Ameritech document shall prevail.
45.2 All Goods supplied hereunder shall be protected against
electrostatic discharge in accordance with Bellcore documents
TR-EOP-000063, Issue 3, dated March 1988, Network Equipment Building
System (NEBS) Generic Equipment Requirements, TR-TSY-000078, Issue 2
, dated December 1988, Generic Physical Design Requirements for
Telecommunications Products and Equipment and TR-TSY-000382, Issue
1, dated July 1986, Triboelectric Charge Testing of Bags and
Pouches.
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A. All packages containing circuit packs with sensitive
integrated circuitry shall have warning labels. The labels
shall indicate that special handling is required.
B. All circuit packs should be properly protected before
shipment. In addition to antistatic packaging, cushioning
material shall be used to assure that the circuit packs are
protected from mechanical damage. Defective circuit packs
shall be handled with the same precautions as a new circuit
pack, thereby reducing the possibility of added damage.
C. Antistatic packing material shall be used to prevent the
circuit packs from shifting inside the carton or shipping
container.
D. All static-sensitive devices and components must be handled in
a static-safeguarded work area. Such an area should be
equipped with the necessary protective material and equipment
to limit and control static charge accumulation to levels
which will not damage sensitive devices.
46.0 PRICE WARRANTY
46.1 Supplier warrants that the prices for Goods sold to Buyer under this
Agreement are not less favorable than those currently extended to
any other customer for the same or like goods and services in equal
or less quantities under similar terms. In the event Supplier
reduces its price for such goods or services during the term of this
Agreement, Supplier agrees to reduce the prices hereunder
correspondingly.
47.0 PUBLICITY
47.1 Each party shall submit to the other party all advertising, sales
promotion, press releases and other publicity matters relating to
the Goods furnished and/or Services performed hereunder by Supplier
where the name or xxxx of the other party is mentioned or language
from which the connection of that name or xxxx therewith may be
inferred or implied. Each party further agrees not to publish or use
such advertising, sales promotion, press releases, or publicity
matters without the other party's prior written approval.
48.0 REGULATORY PROCEEDINGS
48.1 If requested by Buyer, Supplier will provide information concerning
this Agreement and purchases hereunder which Buyer requires to
respond to regulatory requests and proceedings.
49.0 RELEASES VOID
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49.1 Neither party shall require waivers or releases of any personal
rights from representatives of the other in connection with visits
to either party's respective premises and both parties agree that no
such releases or waivers shall be pleaded by them, their employees,
or agents in any action or proceeding.
50.0 REMEDIES
50.1 No right or remedy herein conferred upon or reserved to any party
herein is exclusive of any right or remedy herein or at law or in
equity provided or permitted, but each shall be cumulative of every
other right or remedy given hereunder or now or hereafter existing
at law or in equity or by statute or otherwise, and may be enforced
concurrently therewith or from time to time.
51.0 RIGHT OF ACCESS
51.1 Each party shall normally permit access to its facilities by the
other in connection with Goods and Services provided hereunder. No
charge shall be made for such access. It is agreed that prior
notification will be given when access is required.
52.0 SEVERABILITY
52.1 If any provision, term, right or condition of this Agreement shall
be declared invalid or unenforceable by a court of competent
jurisdiction, all other provisions, terms, rights and conditions of
this Agreement shall remain valid and binding upon the parties.
53.0 SHIPPING INSTRUCTIONS
53.1 Supplier shall (1) ship Goods complete unless otherwise agreed upon,
(2) ship to the destination designated in the Order, (3) ship
according to routing instructions given by Buyer, (4) place the
Order number on all subordinate documents, (5) enclose a packing
memorandum with each shipment, and when more than one package is
shipped, identify the one containing the memorandum, (6) xxxx the
Order number on all packages and shipping papers, (7) render
invoices in duplicate, or as otherwise specified in the Order,
showing the Order number, through routing and weight, (8) render
separate invoices for each shipment within ten (10) working days
after shipment or job acceptance as appropriate as shown in the
clause entitled "INVOICING AND TERMS OF PAYMENT," (9) forward bills
of lading and shipping notices with Supplier's invoices and (10)
mail invoices, bills, and notices to the address shown on the Order.
If prepayment of transportation charges is authorized, Supplier
shall include the transportation charges as a separate item on
Supplier's invoice. Adequate
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protective packing shall be furnished by Supplier at no additional
charge. Shipping and routing instructions may be altered as mutually
agreed.
54.0 SPECIFICATIONS
54.1 The Goods furnished hereunder shall comply with Supplier's technical
specifications in effect on the date of this Agreement. Such
technical specifications are hereby made a part of this Agreement
and incorporated herein by reference.
Such technical specifications shall: A.) include standard interfaces
for support systems (operation, administrative and maintenance) in
accordance with Bellcore document TA-TSY-000200 Issue 4, dated
September 1988, Specification of System Maintenance Messages at the
OS/NE-Interface which contains requirements for such interfaces; B.)
be in compliance with Bellcore document TA-TSY-000870 Issue 1, dated
April 1988, Electrostatic Discharge Control in the Manufacture of
Telecommunications Equipment.
54.2 In accordance with the provisions set forth in the clauses entitled
"CHANGES TO GOODS", "DOCUMENTATION", and "NOTICES AND NOTIFICATION
PROCEDURES", Supplier shall notify Buyer of any change to be made in
Supplier's technical specifications. Supplier agrees to provide
Buyer, at no charge, a copy of all such technical specifications and
updates thereto.
55.0 STANDARD INTERVAL
55.1 Goods shall be shipped according to Suppliers standard interval;
provided however, Supplier and Buyer may agree to the delivery
schedule applicable to each Order in accordance with the clause
entitled "ORDERING PROCEDURES."
55.2 Suppliers standard interval for Furnish Only Orders shall be one
hundred and twenty (120) days from receipt of Order.
56.0 SURVIVAL OF OBLIGATIONS
56.1 Either party's Obligations under this Agreement which by their
nature would continue beyond the termination, expiration or
cancellation of this Agreement shall survive termination, expiration
or cancellation of this Agreement.
57.0 TAX
57.1 Federal manufacturers or retailers excise taxes, and state and local
sales or use taxes, when applicable, shall be billed as separate
items on Supplier's invoice. If indicated on the front of the Order,
Goods purchased are tax exempt under one of
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the following tax exempt certificate numbers: Illinois, 17097312;
Indiana, 00-0000000-0000; Michigan, 00-0000000; Ohio, 97-121569,
(Ameritech Services, Inc.), Ohio Xxxx, 98-001120 (The Ohio Xxxx
Telephone Company); and Wisconsin, 368774.
57.2 Supplier shall invoice taxes as determined by shipment destinations
specified in Buyer's Orders. In the event Buyer elects to contest,
to the extent permitted by applicable law, the nature or extent of
taxes which it is obligated to pay to Supplier, Supplier agrees that
any action taken by Buyer for refund of such taxes shall be at
Buyer's expense, provided that Supplier shall reasonably assist
Buyer therein if requested by Buyer.
58.0 TERMINATION OF ORDER
58.1 Buyer may at any time terminate any Order(s) placed by it hereunder
in whole or in part. Buyer shall notify Supplier as soon as Buyer
knows of the need to terminate any Order or portion thereof.
58.2 Buyer's liability to Supplier with respect to an Order terminated
more than ninety (90) days prior to its scheduled delivery date
shall be limited to actual engineering charges, if any, incurred by
Supplier in regard to any such Order(s) or terminated portion
thereof, prior to the date of notice of termination. In addition,
Buyer shall be liable for the price of any hardware which is unique
to the Goods ordered hereunder provided that such hardware cannot be
applied to Supplier's other customers' order(s) within twelve (12)
months from the notice of termination. In the event Buyer pays
termination charges for hardware which is unique to Goods ordered
hereunder, Buyer, at its option, may request and receive delivery of
such hardware in its present state of completion. Supplier agrees to
substantiate such termination charges with proof satisfactory to
Buyer. Such termination charges shall not be applicable to
termination under any other provision of this Agreement. If an Order
is terminated ninety (90) days or less prior to its scheduled
delivery date, and in the event that Goods cannot be applied to
Supplier's other orders, Buyer agrees to pay Supplier a termination
charge in accordance with the following schedule:
DAYS TERMINATION NOTICE RECEIVED TERMINATION CHARGE
BEFORE SCHEDULED DELIVERY DATE
90-61 25% of dollar value of
terminated Goods;
60-31 50% of dollar value of
terminated Goods;
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30-0 75% of dollar value of
terminated Goods;
59.0 TIME OF THE ESSENCE
59.1 Time is of the essence in Supplier's delivery of Goods and
performance of Services pursuant to Orders placed under this
Agreement.
60.0 USE OF INFORMATION
60.1 All specifications, drawings, sketches, models, samples, tools,
computer programs, technical information, business information or
other documentation furnished by one party to the other under or in
contemplation of this Agreement or an Order, whether in writing,
orally, or otherwise, shall, for purposes of this clause be
hereinafter designated "Information". For purposes of this clause,
all companies named in the clause "PARTIES WHO MAY PLACE ORDERS
UNDER THIS AGREEMENT" shall constitute a single party.
60.2 Each party agrees that all Information shall be and remain the
exclusive property of the party furnishing such Information and that
the party receiving such Information will take all reasonable steps
to safeguard all such Information against misuse, espionage, loss
and theft. Each party further agrees that such Information shall not
be published, released or otherwise communicated in any manner to
any other person, firm or corporation except with the prior written
consent of the other party or to the extent such disclosure is
required by its employees who have a need to know, the lawful
request of a governmental agency or by valid court order. The
requirements set forth herein shall apply to all employees,
officers, directors and agents of each party, and each party shall
take all reasonable steps to assure that such persons comply
therewith.
60.3 Notwithstanding the provisions of this clause, neither party shall
be required to keep confidential any Information which it can
demonstrate:
A. was previously known to it free of any obligation to keep it
confidential; or
B. is disclosed to others by the furnishing party without
restriction; or
C. becomes publicly available, by other than an unauthorized
disclosure hereunder; or
D. is obtained from a third party, having an apparent bona fide
right to provide same and without breach of this Agreement; or
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E. is approved for release by written authorization of the
furnishing party.
60.4 When the Information is no longer needed, the receiving party shall
return the Information and all copies thereof to the furnishing
party or insure that such Information and all copies are destroyed.
61.0 WORK PERFORMED ON BUYER'S PREMISES
61.1 Supplier shall be entirely responsible for all persons furnished by
Supplier working in harmony with all others when working on Buyer's
premises. Supplier is required to have such persons comply with all
plant rules and regulations, and where required by government
regulations, submit satisfactory clearance from the U.S. Department
of Defense and other federal authorities concerned. Supplier shall
not stop, delay or interfere with the normal work schedule on
Buyer's premises without prior approval of Buyer.
-------------------- END OF SECTION A, ARTICLE I -------------------
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SECTION B: SUPPORT AND WARRANTIES
62.0 CHANGES TO GOODS
62.1 Supplier may, at any time, make changes to the Goods, or modify the
drawings and specifications relating thereto, or substitute products
of later design to fill an Order, provided that the changes,
modifications or substitutions, under normal and proper use, do not
impact upon the technical specifications or the form, fit or
function of the Goods. Supplier shall notify Buyer in writing of
such changes. With respect to other changes, modifications, or
substitutions, Supplier shall notify Buyer in writing ninety (90)
days prior to their effective dates. The exact method and schedule
of implementation shall be as mutually agreed. Where an extremely
unsatisfactory condition requires immediate action, Supplier will
immediately advise Buyer.
62.2 All notifications of such changes shall be provided, at no charge,
to parties designated by Buyer in the clause "NOTICE AND
NOTIFICATION PROCEDURES" and shall contain the following
information;
1. Supplier Information: Supplier's name, address, technical
contact name and phone number.
2. Product Change Notice Number: Number conforming to a single
sequential numbering scheme used by Supplier.
3. Issue Date of Change: Date Product Change Notice is
transmitted.
4. Product Description: Description of the product affected
(e.g., BMS 700, 2W Line Card or 24 foot aluminum ladder).
5. New Product Code: Unique identity of the changed product
(e.g., Circuit Pack CP 11101, Series 1, List 4).
6. Old Product Code: Unique identity of the product being
changed. (e.g., Circuit Pack CP 11101, Series 1, List 3).
7. New CLEI Code(s): The alpha-numeric CLEI code(s) assigned to
the changed product.
8. Old CLEI Code(s): CLEI codes of all equipment associated with
this change (see Item 9).
9. Associated Products or Changes Affected: Coordinated product
changes that must be applied in conjunction with, or prior to,
this change.
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10. Drawing Number: The circuit (schematic) drawing number and
issue that incorporates the change. (e.g., SD 11101-01, issue
11).
11. Change Classification: Classification of the change (A, B, or
D).
12. Classification Substantiation: Details of why the proposed
Classification is appropriate.
13. Reason For Change: Detailed explanation of why the change is
necessary, for example:
a. Is change a manufacturing change or does it fix a
service trouble condition?
b. What are the symptoms of the condition being corrected?
14. Description of Change: Installation details of change, for
example:
a. What is to be changed?
b. How is it to be changed?
c. How can change be tested/verified?
15. Effect of Change: Description of the effect of the change on:
a. Service
b. Transmission
c. Traffic
d. Maintenance
e. Reliability
f. Commercial Specifications (Commercial Specifications are
specifications or documentation requirements which are
placed on a product by the Supplier).
g. Control Specifications (Control Specifications are
mandatory requirements imposed by the Buyer upon a
particular product due to its critical nature and risk
factor. These specifications must be clearly stated by
the Buyer and agreed to by the Supplier).
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h. Safety
16. Material Affected: Apparatus, wiring, circuit packs, etc.,
affected by change.
17. Documentation Affected: List of associated drawings, programs,
practices, manuals, nomenclature, etc. , affected by the
change.
18. Supplier Implementation Date: Date after which all newly
manufactured products will incorporate the change.
19. Modification Expiration Date (for Class A changes only): Date
after which Supplier terminates responsibility for applying
the change, providing modification material, etc., on a
non-billable basis.
20. Modification Location: Supplier recommendation for field or
factory installation of the change.
21. Modification Cost (Class B and D only): Cost per unit or other
pricing information.
22. Location and Quantity of Equipment (if the Supplier has these
records): The location and quantity of working or spare
equipment, in the hands of the Buyer, that requires the
change.
23. Attachments: Any supplementary reference information relative
to the change.
24. Comments: Additional comments or recommendations of the
Supplier.
25. Implementation Schedule: Supplier shall provide as applicable.
In the event that Buyer and Supplier fail to reach agreement on any
such changes to be made by Supplier, then Buyer shall have the right
to terminate any or all Orders for Goods affected by such change
without penalty or obligation of any kind.
62.3 If the equipment being changed requires a CLEI code change, Supplier
will contact Xxxx Communications Research, Inc. Language Standards
Division, directly for the new code. A CLEI code change is required
if:
1. A changed plug-in product is not bidirectionally
interchangeable physically, electrically or functionally, with
its predecessor.
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2. A changed hard-wired product is functionally different
(features added, deleted or changed) than its predecessor.
3. A manufacturer's part, model, drawing or identification number
is changed for that product.
4. A manufacturer's company name is changed.
62.4 Notifications shall be classified as follows:
A. CLASS A CHANGE
(1.) The Class A designation applies to changes required to correct
a product deficiency, for example:
- Safety or fire hazard
- Electrically or mechanically inoperative
- Design defects
- Product does not operate as documented by Supplier.
All Buyers shall be informed immediately of all Class A
changes since they could affect installation dates or require
changes to Goods which have been delivered to one or more
Buyers for installation. For Class A changes, Supplier shall
replace or modify, at no charge to Buyer, all affected Goods
either prior to delivery or for a ten (10) year period from
the shipment of such Goods.
(2.) Class A changes require immediate action by the Supplier to
correct the condition of all affected Goods (except as
indicated in 3.) in the hands of Supplier or Buyer. This
includes all working and spare Goods. The Class A designation
causes shipment, and in many cases, factory production of the
Goods to be stopped. The Supplier-owned Goods will be modified
immediately. Buyers with pending Order(s) must be informed of
the change immediately since it could affect installation
dates or require changes to Goods which have already been
delivered to Buyer for installation.
(3.) In some cases it may be necessary to make a change on a
limited number of a particular type of Goods. This would occur
when it is necessary to correct a condition that occurs only
in certain product combinations or with the use of certain
options. These conditions shall be described on the Product
Change Notice.
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(4.) Supplier will furnish monthly status reports to the Buyer for
all Class A changes on non-deferrable plug-ins and hard-wired
equipment that are to be installed or tracked to completion by
the Supplier. This report will contain the following 10 items:
1. Product Change Notice Number
2. Identity of the product
3. Model or part number and issue
4. CLEI code, if applicable
5. Date Product Change Notice sent to the parties
designated by the Buyer.
6. Product ship date
7. Installation or application responsibility
8. Locations at which change is to be made, (if the
Supplier maintains these records)
9. Date completed, by location
10. Changes on hold at any location. Are they being held by
Supplier or Buyer?
B. CLASS B CHANGE
The Class B designation applies to changes made to incorporate
improvements in design resulting in better operation, improved
testing, better maintenance, longer life, service
improvements, cost reductions, addition of essential features,
and the like. These Class B changes are applied to
manufactured Goods and are suggested for application to
existing equipment in the field. The decision to purchase and
apply Class B changes belongs to the Buyer.
C. CLASS D CHANGE
(1.) The Class D designation applies to design improvements,
component changes, new features, or other minor service
improvement capabilities not sufficiently significant as
to require a Class B change. This class is also used
when a change is required
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to facilitate manufacture or to effect a cost reduction
not sufficiently important to justify a Class B
application.
Routine changes in status/availability titles and
clarification of notes would normally be Class D. Class
D changes are applied to Supplier-owned Goods and are
not suggested for application to existing equipment in
the field.
(2.) If Supplier changes the Status/Availability of a
product, the change must be announced in a Class D
Product Change Notice.
62.5 Supplier shall determine the classification of proposed changes. If
Buyer disagrees with any classification assigned by Supplier, Buyer
shall have the right to challenge such classification and Supplier
shall, in good faith, reevaluate its classification.
62.6 For those changes classified as Class A, Supplier shall promptly
advise Buyer and shall, no later than thirty (30) days from the date
of the change notice or as mutually agreed to, implement such
changes with respect to Goods in Buyer's possession at Supplier's
Expense. Such implementation shall include the de-installation, if
necessary, of existing Goods and the engineering and installation of
the replacement or modified Goods or any additional materials. Such
obligation shall apply to all Class A changes made within a ten (10)
year period following the shipment of the affected Goods.
62.7 For Class A changes which involve only an exchange of circuit packs,
Supplier may, at Buyer's option, provide such circuit packs and
Buyer shall implement such change and invoice Supplier for
associated costs. Unless otherwise agreed to between the parties,
Supplier shall not furnish component parts for Class A changes to
Buyer for Buyer's assembly into circuit packs or printed wiring
boards.
62.8 Supplier will furnish the parties designated by Buyer a quarterly
summary report listing all Product Change Notices released to the
Buyer during the previous 12 months. This report will contain the
following 5 items:
1. Product Change Notice Number
2. Issue date of Change
3. Drawing Number
4. Supplier Change Classification
5. Modification Expiration Date.
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62.9 If Supplier cancels a change, the Buyer must be notified pursuant to
the clause "NOTICE AND NOTIFICATION PROCEDURES". The Supplier must
state the reason for cancellation and what action is to be taken in
locations where the change may already have been implemented.
62.10 Equipment or product discontinued information must be available to
the Buyer for ongoing and future Product Change Notice
implementation plans.
62.11 Defects found by Buyer in an installed product change will be
corrected by the Supplier within 30 days of notification of the
defect. Defects that are serious and/or service affecting will, be
corrected immediately.
62.12 In no case shall Supplier ship Goods subject to a Class A, B or D
change without the prior written approval of Buyer.
63.0 CONTINUING AVAILABILITY OF PRODUCT SUPPORT
63.1 Supplier agrees to offer for sale to Buyer, for a period of ten (10)
years after the shipment of the affected Goods, full maintenance
Services, replacements and repair parts for Supplier Manufactured
Goods and functionally equivalent replacements and repair parts for
Non-Supplier manufactured Goods.
63.2 In the event Supplier fails or is unable to offer such Services,
Goods or parts and Supplier is unable to obtain another source of
supply for Buyer, then such failure or inability shall be considered
noncompliance with this clause and, in addition to whatever other
rights and remedies Buyer may have at law or in equity, Supplier
shall be required to provide to Buyer the technical information or
any other rights required, so that Buyer can obtain such Services,
Goods and/or parts from other sources. The technical information
includes, by example and not by way of limitation: (a)
documentation, manuals, procedures and the like, fully describing
the maintenance Services; (b) manufacturing drawings and
specifications of raw materials, parts and components comprising the
Goods; (c) manufacturing drawings and specifications covering
special tooling and the operation thereof; (d) a detailed list of
all commercially available parts and components purchased by
Supplier on the open market disclosing the part number, name and
location of the supplier and price lists for the purchase thereof;
and (e) one (1) complete copy of the then current source code and
object code, including all related documentation, used in the
preparation of any Software licensed or otherwise acquired by Buyer
from Supplier hereunder. Buyer shall not disclose any such technical
information to any third party unless such third party agrees to
enter into a nondisclosure agreement with Buyer.
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63.3 Supplier shall provide advance written notification two (2) years
prior to entirely discontinuing maintenance services and/or the
manufacture of replacement Goods/repair parts.
64.0 EMERGENCY REPLACEMENT SERVICE
64.1 Supplier agrees, in the event of an emergency or an out-of-service
condition attributed to Goods furnished hereunder, to ship
replacement Goods within twenty-four (24) hours of verbal
notification by Buyer for a period of ten (10) years after the
delivery of such Goods. If replacement Goods will not be available
for shipment within twenty-four (24) hours, Supplier shall notify
Buyer immediately by telephone and arrange with Buyer for: (a) an
alternate shipping schedule; (b) telephonically assisting Buyer in
repair of the defect; and (c) supplying field engineering assistance
to restore service. In order to use this emergency replacement
service, Buyer shall call: (000) 000-0000.
64.2 This service shall be available twenty-four (24) hours a day seven
(7) days a week as specified in Appendix B attached to this
Agreement.
65.0 ENGINEERING COMPLAINTS
65.1 Buyer shall issue engineering complaints to report unsatisfactory
conditions and improper performance of Supplier's Goods and
Services. Supplier shall acknowledge Buyer's engineering complaint
within fourteen (14) days of the date an engineering complaint is
mailed to Supplier as indicated on Buyer's Engineering Complaint
Acknowledgment form. Supplier shall indicate in said acknowledgment
the date of final resolution of the engineering complaint. The date
of final resolution shall not exceed sixty (60) days from the date
the engineering complaint is mailed to Supplier or as otherwise
agreed to by the parties.
65.2 Supplier agrees to comply with applicable sections of Ameritech
document AM 000-000-000, Issue D, dated July 1987, Ameritech
Engineering Complaint Practices as revised from time to time. Such
practices are hereby incorporated by
reference and made a part of this Agreement.
65.3 In all cases, Supplier agrees to take such action as may be
necessary to resolve Buyer's engineering complaint in a timely
manner and to the Buyer's satisfaction. Issuance of the engineering
complaint shall not be a precondition for the resolution of claims
under normal warranty procedures.
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66.0 EXTRAORDINARY SUPPORT
66.1 Supplier agrees to make its best efforts to provide immediate
extraordinary support (materials, manpower, etc.) at Supplier's
current prices or premiums as mutually agreed to assist Buyer in
restoring service which has been disrupted due to catastrophic
condition (fire, flood, etc.). Such obligation of Supplier shall
continue for a period of ten (10) years after the shipment of Goods.
66.2 If such disaster or extraordinary condition occurs, Supplier agrees
to waive any delivery schedule priorities, to the extent permitted
by law and Supplier's other contractual commitments.
66.3 This clause shall not be construed to require Supplier to maintain
any inventories whatsoever nor to maintain any position or status of
readiness to perform in the future.
67.0 RADIO FREQUENCY ENERGY STANDARDS
67.1 Goods furnished hereunder shall comply, to the extent applicable,
with the requirements of Subpart J of Part 15 of the Federal
Communications Commission's (FCC) Rules and Regulations in effect on
the date of shipment of the Goods. In the event the goods generate
harmful interference to radio communications, Supplier shall provide
Buyer with information relating to methods of suppressing such
interference. If such interference cannot be suppressed during the
twelve (12) month period after the Goods are placed into service and
such interference constitutes a violation of Part 15 of the FCC
Rules and Regulations, Supplier shall, upon request by Buyer, accept
return of the Goods and render to Buyer an appropriate refund or
credit for the Goods. Nothing herein shall be deemed to diminish or
otherwise limit Supplier's obligations under the clause entitled
"WARRANTY."
68.0 REGISTRATION
68.1 When Goods furnished under this Agreement are subject to Part 68 of
the Federal Communications Commission's (FCC) Rules and Regulations,
as may be amended from time to time, Supplier warrants that such
Goods shall comply with, unless otherwise exempt , Part 68 of the
FCC'S Rules and Regulations, to the extent applicable at the time of
delivery, including, but not limited to, all labeling and customer
instruction requirements.
68.2 Supplier shall defend any suit alleging noncompliance with such
applicable FCC rules and Regulations which is brought against Buyer
with respect to the use of Goods and shall pay all costs and
expenses incurred and satisfy all judgments and decrees against
Buyer in such actions, provided that Buyer shall promptly advise
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Supplier, in writing, of such suit and shall cooperate fully with
Supplier in the defense or settlement of such suit.
69.0 REPAIRS NOT COVERED UNDER WARRANTY
69.1 With respect to repairs not covered under the clause entitled
"WARRANTIES," Supplier agrees to provide repair Services at
Supplier's then prevailing rates on all Goods ordered hereunder for
a period of ten (10) years from the shipment of such Goods. Goods to
be repaired or replaced under this clause will be returned to a
location designated by Supplier. Goods returned to Supplier must be
accompanied by Supplier's RETURN/REPAIR form. Unless otherwise
agreed upon by Supplier and Buyer, Supplier shall ship the repaired
or replacement Goods within twenty-one (21) days after receipt of
the defective Goods. With the concurrence of Buyer, repair may be
made by Supplier on site as scheduled by Buyer.
69.2 All Systems not covered by warranty will be subject to an evaluation
by Supplier when returned for repair, to determine if said Goods are
repairable. For the purpose of this clause, Systems shall mean
PDU-20's (simplex or duplex) and UTS-4000's (simplex or duplex). The
evaluation will include and will not be limited to, diagnostic,
environmental and live System testing.
69.3 Repair, replacement and evaluation charges for Goods not covered by
warranty are those listed in Appendix B of this Agreement.
69.4 If Goods are returned to Supplier for repair as provided for in this
clause, and they are determined to be beyond repair, or repair costs
are expected to exceed 50% of the cost of a replacement, Supplier
shall so notify Buyer. If requested by Buyer, Supplier shall sell
Buyer a replacement at the current Agreement price or at a price
agreed upon by Supplier and Buyer. Supplier will either return
unrepairable Goods to the Buyer or dispose of them, as directed by
Buyer.
69.5 Repaired Goods shall be warranted as provided in the clause entitled
"WARRANTIES" for three (3) months from the date received by Buyer.
Replacement Goods shall be warranted as provided in said clause for
the Warranty Period.
69.6 It is expressly understood and agreed that this Agreement does not
grant Supplier an exclusive privilege to repair or replace any or
all of the Goods purchased hereunder. Buyer may contract with others
for these services, or perform them itself.
69.7 Buyer shall bear all transportation costs and risk of in-transit
loss or damage in connection with all Goods returned to Supplier
under this clause. Supplier shall
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bear all the transportation costs and risk of in-transit loss or
damage in connection with all Goods shipped to Buyer under this
clause.
70.0 RESTOCKING
70.1 Surplus Goods resulting from Supplier's overshipments shall be
returned to Supplier at no charge to Buyer and Supplier shall render
Buyer a full refund for such Goods for which payment has been made.
Supplier shall bear total risk of loss, damage and transportation
charges for such Goods. Buyer shall promptly notify Supplier of
receipt of surplus Goods and shall exercise reasonable care in
handling such surplus Goods.
70.2 Surplus spare or replacement parts attributable to an error on the
part of Buyer may be returned, by mutual agreement of Buyer and
Supplier, to Supplier. Buyer shall pay transportation costs and bear
risk of loss and damage until such Goods have been delivered to the
location designated by Supplier. Supplier shall render Buyer a
refund less a restocking charge, if applicable, for such Goods for
which payment has been made.
71.0 TECHNICAL SUPPORT
71.1 Supplier shall provide ongoing technical support for a minimum
period of ten (10) years, including field service and assistance;
provided however, this technical support service shall not be
construed as altering or affecting any of Supplier's other
obligations hereunder. Such support services and the charges
therefor are specified in Appendix B and C, attached to the
Agreement hereto.
72.0 TRAINING
72.1 If requested by Buyer, Supplier will, at the rates specified in
Appendix B of this Agreement:
A) Provide instructors and the necessary instructional material
in Supplier's standard format to train Buyer's personnel in
the installation, planning, operation, maintenance and repair
of Goods furnished hereunder.
B) Schedule and conduct classes at reasonable intervals at
locations mutually agreed upon by Supplier and Buyer.
C) Provide training programs conducted at Supplier's training
facility to train Buyer's personnel in troubleshooting skills.
Travel and living expenses for Buyer's personnel shall be
borne by Buyer.
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D) Develop additional training programs or modify existing
program content to meet new or specific requirements of the
Buyer upon Buyer's request.
73.0 WARRANTIES
73.1 Supplier warrants to the Buyer that:
A. (1) Supplier has good and valid title to the Goods (except
Software) in which ownership is transferred under this
Agreement free and clear of any liens or encumbrances,
and with respect to any Software license rights granted,
Supplier has the right and the power to grant such
rights hereunder.
(2) During the Warranty Period, the Goods will be free from
defects in design, material and workmanship; will
perform and be in conformity with the technical
specifications, drawings and representations of
Supplier; and will function properly when installed.
(3) Buyer shall have quiet enjoyment and use of licensed
Software as long as such license(s) shall remain in
effect.
B. Services will be performed in a workmanlike manner and in
accordance with the requirements and standards specified
elsewhere in the Agreement and the accepted practices for the
telecommunications industry in the community in which the
Services are performed. Services not meeting the warranties
shall, at Buyer's option, be reperformed by Supplier at no
cost to Buyer.
C. Supplier shall repair or replace Goods discovered to be
defective during the Warranty Period without any additional
charge (including transportation), provided Buyer provides a
REPAIR/RETURN form dated during the Warranty Period and sent
to Supplier within ten (10) days. Such repair or replacement,
and shipment if required, shall be completed within three (3)
weeks from receipt by Supplier or notification by Buyer unless
Buyer agrees otherwise.
D. During the Warranty Period, all changes, corrections and fixes
to correct errors or deficiencies in licensed Software shall
be provided by Supplier at no charge.
73.2 The term "Warranty Period," as used in this Agreement, means the
period of time listed below unless the parties agree to a longer
applicable period.
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A. Supplier Manufactured Goods, including Software, exclusive of
converted PDU-20 units, whichever of the following periods
concludes first: (i) thirteen (13) months from the mutually
agreed upon date of the completion of installation, or (ii)
fifteen (15) months from the date of shipment of Goods;
provided, however, if Supplier is responsible for delaying the
completion date of installation, the Warranty Period shall be
thirteen (13) months from the actual completion date of
installation.
B. Non-Supplier Manufactured Goods, including Software, whichever
of the following periods concludes first: (i) ninety (90) days
from the mutually agreed upon date of the completion of
installation or (ii) one hundred and eighty (180) days from
the date of shipment of Goods; provided however, if Supplier
is responsible for delaying the completion date of
installation, the Warranty Period shall be ninety (90) days
from the actual completion date of installation.
C. Converted PDU-20 units - twelve (12) months following the
completion of the installation of the PDU-20 conversion kit.
D. Engineering and Installation Services - ninety (90) days
commencing as follows:
(1.) For engineering and installation Services performed in
connection with EF&I, F&I and Installation Only Orders,
on the date of Buyer's acceptance via the Completion
Report and Certification of Acceptance.
(2.) For engineering Services performed in connection with
E&F Orders, on the date of Buyer's acceptance of the
Goods engineered by Supplier.
E. All repaired or replacement Goods shall be warranted as
provided above from the date received by Buyer for the
remainder of the original unexpired Warranty Period or for a
period of three (3) months from the date received by Buyer,
whichever is longer.
73.3 Hewlett Packard furnished equipment such as CRTs may be used in
conjunction with the Goods without violation of any of the
conditions of this Agreement. Such equipment shall be limited to
models approved by Supplier or as listed in Appendix A.
73.4 All warranties shall survive inspection, acceptance and payment.
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73.5 These warranties shall not apply to defects caused by or
attributable to modifications made to the Goods without Suppliers
approval or misuse of the Goods by Buyer.
73.6 Supplier shall bear all transportation costs and risk of in-transit
loss or damage in connection with all Goods returned to Supplier and
all Goods shipped to Buyer under this clause. Goods returned to
Supplier must be accompanied by Supplier's RETURN/REPAIR form.
73.7 SUPPLIER MAKES NO OTHER WARRANTY WITH RESPECT TO GOODS AND THIS
WARRANTY IS IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
-------------------- END OF ARTICLE I -------------------
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ARTICLE II
SERVICES
SECTION A: ENGINEERING
1.0 ENGINEERING
1.1 Engineering Services
Supplier agrees to perform engineering Services and to provide
related documentation in accordance with Ameritech document
AM-TR-EEN-000015, Issue 1, dated June 1987, Ameritech Central Office
Equipment and Engineering Requirements. Such engineering standards
are made a part ot this Agreement and hereby incorporated by
reference.
1.2 Engineering Errors
When Supplier furnishes engineering Services, Supplier shall be
responsible for engineering errors and correct such errors without
charge to Buyer.
1.3 Engineered Performance
If the Goods fail to deliver the quoted engineered performance
immediately following placement of Goods into service, Supplier
shall reimburse Buyer for all costs associated with rearrangements,
deloading of traffic and the like, which are required to reestablish
the original traffic handling capacity of the facility. Supplier
further agrees to reimburse Buyer for capital cost and expense
required to establish engineered service levels. Such costs may
include the cost of hardware, software,, Buyer's engineering and any
other costs reasonably incurred.
-------------------- END OF SECTION A, ARTICLE II --------------------
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SECTION B: INSTALLATION
The following general provisions shall apply when Supplier provides installation
Services hereunder.
1.0 INSTALLATION
1.1 Installation Requirements
A. Supplier agrees to perform installation Services and to provide
related documentation in accordance with the installation standards
provided and/or approved by Buyer which are hereby made a part of
and incorporated into this Agreement by reference. These standards
shall meet the requirements contained in the provisions of Ameritech
document AM-TR-EEN-000011, Issue C, dated December 1988, Ameritech
Installation Administrative and Workmanship Requirements, as revised
from time to time.
B. Where Supplier's Installation Specifications conflict with the
requirements set forth in Buyer's installation requirements, the
requirements contained in Ameritech document AM-TR-EEN-000011, Issue
C, dated December 1988, Ameritech Installation Administrative and
Workmanship Requirements shall apply.
1.2 Changes to Installation Requirements (1.1 Above)
Any changes to the installation requirements shall be mutually agreed upon
and detailed in a change Order referencing the original Order. Changes to
the installation schedule, resulting from such change in requirements,
shall be as mutually determined.
1.3 Installation Services Warranty
Supplier warrants to Buyer that the installation Services provided
hereunder shall be performed in a workmanlike manner in accordance with
Supplier's applicable specifications and the installation requirements set
forth herein. Nothing herein shall be deemed to diminish or otherwise
limit Supplier's obligation under the clause "WARRANTIES."
1.4 Testing and Acceptance of EF&I and F&I Orders
A. Upon receipt of-Supplier's written notification (via the Completion
Report and Certification of Acceptance form furnished by Buyer) of
completion of installation for Goods acquired from and installed by
Supplier, Buyer may
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perform acceptance tests to verify that the Goods perform and are
installed in accordance with the applicable specifications and
installations standards. Upon successful completion of its
acceptance testing, Buyer shall provide Supplier written
notification of its final acceptance by executing the Installation
Completion Notice.
B. Buyer shall have the right to observe all phases of installation
Services and shall be advised of job progress by Supplier. Supplier
or Buyer and Supplier at Buyer's option shall test the Goods and
installation Services for conformity with Supplier's applicable
specifications and the installation standards herein, utilizing the
applicable test sheets. At such time as all such tests have been
completed to Supplier's satisfaction, Supplier shall give Buyer
written notice thereof via the Completion Report and Certification
of Acceptance together with copies of all test results. Supplier
warrants to Buyer 100% conformance of Goods to Supplier's technical
specifications on an "end to end" system basis. Supplier shall
perform appropriate test(s) to insure such conformance on EF&I, F&I,
and Installation Only Orders and shall also perform such test(s) on
all other orders upon Buyer's request.
C. If Buyer's testing indicates that the Goods and/or installation
Services fail to meet all specifications and installation standards,
Buyer shall promptly give Supplier written notice of nonacceptance,
specifying the reasons for such nonacceptance. Supplier and Buyer
shall cooperate with each other in promptly resolving or correcting
any deficiencies noted. Supplier's correction of such deficiencies
shall be done at no charge to Buyer and shall be completed within
seven (7) days. When such deficiencies have been resolved or
corrected, Buyer shall sign and return the Completion Report and
Certification of Acceptance and shall be deemed to have accepted the
Goods and installation Services. Such acceptance shall not be
unreasonably withheld.
1.5 Premium Time Allowances and Nightshift Bonuses - Premium time allowances
and nightshirt bonuses incurred by Supplier shall be billable to Buyer
when such expenses are necessary due to Buyer's requirements and such
premium time allowance or nightshift bonuses have been authorized by Buyer
prior to commencement of such work.
1.6 Acceptance Of Multi-site Systems - In Multi-site systems, acceptance of
Goods and associated installation Services will take place on a per
switching section basis (and span basis in fiber optic cable) as
identified during engineering of the system, provided in the Request For
Proposal and approved by Buyer at acceptance of the Request For Proposal
or Request For Quotation as applicable.
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2.0 INSTALLATION ENVIRONMENT
2.1 The Buyer shall provide at its sole cost, by the date of the actual
delivery of Goods, a suitable installation environment for said
Goods. It is understood that any installation of Supplier's Goods in
an environment which does not meet such parameters is at Buyer's
risk, and Supplier will not be responsible for any defects,
malfunctions or other problems, whether or not covered by Supplier's
warranty, that are caused directly or indirectly by the unsuitable
environment.
-------------------- END OF ARTICLE II --------------------
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ARTICLE III
SOFTWARE
1.0 SOFTWARE LICENSE
1.1 Buyer will execute Supplier's Software License Agreement, a copy of
which is attached as Appendix E of this Agreement, covering
applicable Software. In addition, Buyer may be requested to sign
Software license(s) or Software sublicense agreements(s) for
Software supplied to Supplier or directly to Buyer by other vendors
as may be requested by these other vendors.
1.2 With respect to Software which Supplier licenses and which is
supplied hereunder, the word "purchase" or similar or derivative
words are understood to mean "license" and "Buyer" or similar or
derivative words are understood to mean "Licensee." Title to such
Software shall remain with Supplier or other vendor, as appropriate.
2.0 CHANGES TO LICENSED SOFTWARE
2.1 Supplier may at any time modify the specifications relating to its
Software, or with Buyer's approval, substitute updated licensed
Software to fill an order for Goods, provided the modifications or
substitutions, under normal and proper use, do not affect functional
interchangeability or performance. Such modifications or
substitutions shall not result in any additional charges to Buyer.
3.0 SOFTWARE DOCUMENTATION
3.1 Supplier shall, at no additional charge, furnish related
documentation, which includes, but shall not be limited to,
functional specifications, user manuals, flow diagrams, file
descriptions and data base layouts to Buyer with respect to the
Software provided hereunder.
4.0 SOFTWARE QUALITY
4.1 Supplier shall establish tests which utilize feature interaction at
the engineered full load condition to demonstrate to Buyer, or its
designated agent prior to delivery, verification of the load
handling capacity.
4.2 Supplier shall demonstrate feature operation that complies with the
Supplier's technical specifications and requirement of the Order.
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5.0 SOFTWARE SUPPORT
5.1 Supplier will provide support for Software licensed by Buyer
pursuant to the terms and conditions contained in Appendix C
attached to this Agreement, which will be separately executed by
Buyer and Supplier.
6.0 SOFTWARE ESCROW ACCOUNT
6.1 Supplier agrees to keep and maintain current a copy of the Software
source code in escrow with a mutually acceptable escrow agent. The
escrow account shall be for the sole benefit of all Buyers hereunder
and the contents of the account shall be obtainable as specified in
Appendix F of this Agreement.
6.2 The yearly cost of the account shall be paid for by Supplier up to a
limit of $1,000.00 per year. Any cost of the account over $1,000.00
per year shall be paid by Buyer.
6.3 Any and all information which is placed into the escrow account by
Supplier shall remain the property of the Supplier and is
confidential and/or trade secret material, and shall remain
confidential and/or trade secret material even though Buyer may
possess some or all of said information sometime in the future
pursuant to this Agreement.
7.0 SOFTWARE FEATURE DEVELOPMENT
7.1 Supplier agrees to provide feature(s) beyond those provided under
the terms of Appendix C of this Agreement, if requested by Buyer.
The cost and time frame for providing such feature(s) will be
mutually agreed upon by the parties. Unless otherwise agreed, all
rights in such features shall be owned by Supplier. In the event
Buyer funds the development of such feature(s), Supplier shall pay
Buyer applicable fees, to be mutually agreed upon at the time the
feature is developed, if such feature(s) or any portion thereof are,
after notice to Buyer, sold, licensed or granted to other. In the
event Supplier provides others any updates to such feature(s)
Supplier shall furnish Buyer such updates at fees mutually agreed
upon. Any amounts due Buyer from Supplier hereunder shall be paid to
Buyer within thirty (30) days of Supplier's receipt of such fee from
other(s).
8.0 GENERIC UPGRADES
8.1 Supplier has entered into separate licensing agreements with various
electronic switch manufacturers for the following switch types: #3
ESS, XXX-00, XXX-000, #0 XXX, #0X XXX, #0 AESS, #1 ESS and #5 ESS,
and for the current generics of these switch types located at
Buyer's sites at the time of execution of this Agreement with which
Supplier's Goods and Software are fully compatible, and is
authorized pursuant to these licensing agreements to receive
information
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from electronic switch manufacturers. As new switch types or switch
upgrades are introduced at Buyer's sites, Supplier will make best
efforts to obtain a switch licensing agreement for the applicable
switch type or switch upgrade with such switch vendor, and Buyer
will make best efforts to cooperate in any efforts to obtain such a
license for such applicable switch type or switch upgrade. Should
Buyer's licensed switch type location receive an authorized software
generic change of any of the above from an electronic switch
manufacturer, Supplier will:
A. For Minor Changes
1. During Warranty Period of Software - Supplier will upgrade
existing Goods or Software to maintain billing terminal integrity as
prescribed in TR-TSY-000064, Issue 2, Dated July 1987, LATA
Switching Systems Generic Requirements ("LSSGR") for the affected
switch types as soon as possible at no charge to Buyer; or
II. After Expiration of Software Warranty Period - Supplier
will upgrade Goods or Software to maintain billing terminal
integrity as prescribed in the LSSGR for the affected switch types
at a software maintenance charge as specified in Appendix C of this
Agreement.
B. Significant Changes During and After Warranty Period -
Should the generic upgrade significantly change application
requirements, Supplier will provide Buyer with price quotation for
upgrading existing Software to maintain integrity with the switch as
prescribed in the LSSGR for the affected switch types. An example of
a significant change is a departure from currently-defined standard
"V" or new standard format record structures as specified
hereinabove. Supplier will make best efforts to provide updates of
Software as soon as possible.
------------------------- END OF ARTICLE III --------------------------
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ENTIRE AGREEMENT
The terms contained in this Agreement shall constitute the entire
agreement between Buyer and Supplier with respect to Goods and Services,
if any, purchased hereunder and may not be modified or rescinded other
than by a written instrument signed by both Supplier and Ameritech
Services, Inc. Buyer shall not be bound by terms additional to or
different from those in this Agreement that may appear in Supplier's
quotation, acknowledgment, invoice or in any other communication from
Supplier. Acceptance of Goods and Services, if any, payment or any
inaction shall not constitute the consent of Buyer to or the acceptance of
any such terms. An Order placed by Buyer hereunder shall incorporate the
typed, stamped or written provisions or data found thereon and in
subordinated documents (such as shipping releases) so long as the typed,
stamped or written provisions or data merely supply information
contemplated by this Agreement but do not vary the provisions of this
Agreement. Whenever typed, stamped, or written provisions of an accepted
Order conflicts with this Agreement, this Agreement shall control.
IN WITNESS WHEREOF, this Agreement, consisting of forty-nine (49) pages and
eight (8) Appendices has been executed by a duly authorized representative of
each Party on the date indicated below.
TELESCIENCES, INC AMERITECH SERVICES, INC.
By: /s/ By: /s/
-------------------------------- -------------------------------
Title: President Title: Exec. Director - Purchasing
------------------------- ---------------------------
Date: 10/11/8 9
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APPENDIX F
ESCROW AGREEMENT
This Appendix is to be attached to the Agreement within ninety (90) days
of the execution of RG49509.
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XXXXXXXX X
DOCUMENTS LISTING
DOCUMENT NUMBER DOCUMENT DESCRIPTION CLAUSE
AM-010-700-010 Ameritech Engineering Complaint ENGINEERING
Issue D, July, 1987. Practices COMPLAINTS
AM-TR-EEN-000011 Ameritech Installation Administrative ARTICLE II
Issue C, Dec. 1988. and Workmanship Requirements SECTION B
INSTALLATION
AM-TR-EEN-000015 Ameritech Central Office Equipment ARTICLE II
Issue 1, June, 1987. and Engineering Requirements SECTION A
ENGINEERING
TR-EOP-000063 Network Equipment Building System PACKING
Issue 3, March, 1988. (NEBS) Generic Equipment Requirements
TR-TSY-000064 Lata Switching Systems GENERIC
Issue 2, July, 1987. Generic Requirements UPGRADES
TR-TSY-000078 Generic Physical Design Requirements PACKING
Issue 2, Dec. 1988. for Telecommunications Products and
Equipment
TR-TSY-000081 Packaging, Packing Palletization PACKING
Issue 1, Dec. 1984. and Marking Requirements AND MARKING
TR-ISD-000152 Guidelines for Mechanized Invoicing BILLING
Issue 2, May, 1987.
TA-TSY-000200 Specification of System Maintenance SPECIFICATIONS
Issue 4, Sept. 1988. Messages at the OS/NE Interface
TR-ISD-000325 Equipment Information Required from EQUIPMENT
Issue 1, Sept. 1986. Suppliers for Operations Systems CLASSIFICATION
AND MARKING
TR-TSY-000382 Triboelectric Charge Testing of PACKING
Issue 1, July, 1986. Bags and Xxxxxxx
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XX-XXX-000000 Xxxxxxx Requirements for Common MARKING
Issue 3, Dec. 1987. Language Bar Code Labels
TR-TSY-000454 Supplier Documentation For DOCUMENTATION
Issue 1, July, 1988. Network Elements
TR-TAP-000485 Common Language\ CLEI CODE ASSIGNMENT EQUIPMENT
Issue 1, April, 1987. AND EQUIPMENT MARKING CLASSIFICATION
REQUIREMENTS AND MARKING
-00-
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DOCUMENTS LISTING
DOCUMENT NUMBER DOCUMENT DESCRIPTION CLAUSE
TA-TSY-000870 Electrostatic Discharge Control SPECIFICATIONS
Issue 1, April, 1988. in the Manufacture of Telecommunication
Equipment
TR-795-25540-84-02 Common Language Identification of MARKING
Issue 1, Jan. 1984. Manufacturers of Telecommunications
Products
SHP92706AM Ameritech Specification. PACKING
Issue 1, May, 1988. Packing, Packaging and
Palletization
QPS 82.040, Quality Program Specification INSPECTION
Issue 4 For Transmission Products (General)
QPS 90.176, Quality Program Specification INSPECTION
Issue 4 For Traffic Measurement & Recording
Devices
(SPL TeleSciences)
QPS 93.168, Quality Program Specification INSPECTION
Issue 3 For System: Automatic Message
Accounting Teleprocessing (AMATPS)
(SPL Telematic Products)
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AMENDMENT
WHEREAS, Ameritech Services, Inc., and Securicor Telesciences, Inc., desire to
amend Agreement RG49509, dated October 11, 1989;
WHEREAS, each party acknowledges that it has read this Amendment and agrees to
be bound by its terms and conditions;
NOW, THEREFORE, in consideration of these premises and the mutual promises set
forth herein, the parties hereby agree as follows:
The TERM OF AGREEMENT Clause is hereby deleted and replaced with the following:
TERM OF-AGREEMENT
This Agreement is effective for Purchase orders placed during an initial
period from January 1, 1996, through December 31, 1997, and shall continue
to be effective for Purchase Orders placed during successive period(s) of
one year each unless terminated at the expiration of the initial or any
successive period by either party on not less than one hundred-twenty
(120) days prior written notice to the other.
All other terms and conditions remain unchanged.
This Amendment is Effective January 1, 1996.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized representatives.
AMERITECH SERVICES, INC. SECURICOR TELESCIENCES, INC.
Signature: __________________ Signature: __________________
Printed Name: _______________ Printed Name: _______________
Title: ______________________ Title: ______________________
Date: _______________________ Date: _______________________
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