Exhibit 10.23
CONFIDENTIAL TREATMENT
REQUESTED—CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.
DocuSign Envelope ID: E1BCFA37-AFOC-4AFB-9CFB-17EA315E5802
Quality Investment Properties Metro, LLC
Master Space Agreement
This Master Space
Agreement between Quality Investment Properties Metro, LLC, (“QTS”) and Five9, Inc. (“Customer) is made effective as of November 1st, 2012 (“Effective Date”) and governs
Customer Space licensed to Customer under a Work Order and Service(s) purchased by Customer under a Work Order. Capitalized terms used herein shall have the meaning given in the definition section of this Agreement.
1. LICENSES OF CUSTOMER SPACE AND ORDERS FOR SERVICES. This Agreement is a master agreement under which
Customer may license Customer Space and order Services from time to time by written agreement between Customer and QTS. To the extent of any inconsistency between this Agreement and the Work Order, the Work Order shall govern. Customer may cancel a
Work Order by written notice to QTS at any time prior to Work Order written acceptance by QTS.
2. TERM. The Term for this Agreement shall begin on
the Effective Date and expire at the termination of the last order for services. The Term for each Work Order shall begin on the Start Date and expire on the Expiration Date. QTS may provide Customer a Target Date for a Work Order, and if so, will
use commercially reasonable efforts to deliver the Customer Space or Services on the Target Date. Notwithstanding, should QTS fail to deliver the Customer Space or commence delivery of the Services by the Target Date, and fail to cure same within
thirty (30) days of Customer’s written notice of such failure, Customer may terminate the specific Work Order in its sole discretion, upon written notice delivered to QTS within thirty (30) days of such failure to cure. In the event
of such termination, neither party shall be liable for damages arising out of the failure to perform, other than any accrued amounts owed. The termination or expiration of a Work Order will not affect Customer’s other Space or Services under
one or more separate Work Orders.
3. FEES AND PAYMENT TERMS.
3.1 Payment Terms. QTS will invoice Customer for all Customer Space and Services on a monthly basis, with fixed recurring
charges invoiced in advance and all other changes invoiced in arrears. Customer will pay, by check or wire transfer, each undisputed invoice in full upon receipt. If Customer disputes any portion of an invoice, Customer will notify QTS in writing of
such dispute within thirty (30) days of the invoice date. A dispute as to any portion of an invoice does not relieve Customer from timely payment of the undisputed portion. Fees for each of the licensed Customer Spaces or Services in a Work
Order begin to accrue at the Start Date.
3.2 Ability To Pay/Security Deposit. Upon request, Customer shall provide QTS
with information reasonable requested by QTS to determine Customer’s ability to pay. A security deposit *** as set out in the Work Order may be required to accompany each Work Order. The security deposit shall be applied to the last two months
of Licenses or Services with any short fall or overage adjustment applied to the last month of Licenses or Services. In the event of an uncured breach of this Agreement by Customer, QTS shall, with written notice and without limiting its remedies
otherwise available, have the right to apply the deposit to the damages suffered by QTS as a result of such breach. QTS shall not be required to keep the security deposit in trust, segregate it or keep it separate from QTS’s general funds, but
QTS may commingle the security deposit with its general funds and Customer shall not be entitled to interest on such deposit.
3.3 Late Payments. Any payment not received by QTS within thirty (30) days
of the invoice date will accrue interest at a rate of one and one half percent (1 1⁄2%) per month (compounded daily), or the highest rate allowed by
applicable law, whichever is lower.
3.4 Taxes. Customer shall be responsible for all taxes related to the provision of
Customer Space or Services, except for taxes based on QTS’s net income.
3.5 Credit History. QTS may in its sole
discretion report Customer’s payment history to reporting agencies, including but not limited to, Dun & Bradstreet.
4. SPACE AND
SERVICES SELECTED.
4.1 Services. (i) QTS agrees to provide the Customer Space and Services and Customer
agrees to pay the applicable fees for the Customer Space licensed and the Services set forth in each Work Order and (ii) in the event Customer requests QTS to perform consulting or technical Service of a specialized nature, the details,
deliverables, milestone dates, fees and other pertinent information relating to such Service will be set forth on an attached, executed Work Order. In the event QTS is requested to provide specialized Services as described in clause (II) above. QTS
shall provide said Service to Customer using employees or subcontractors of QTS and/or its affiliates, in QTS’s sole discretion.
4.2 Customer represents and warrants that Customer does not appear on the United States Department of Treasury, Office of Foreign Asset
Controls list of Specially Designated National and Blocked Persons and is not otherwise a person prohibited by applicable law to whom QTS may not legally provide the Customer Space. Customer may not use the Services for the development, design,
manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction or missiles, in a country listed in Country Groups D:4 and D:3, as set forth in Supplement No. 1 to the Part 740 of the United
States Export Administration Regulations. Customer may not provide administrative access to the Service to any person (including any natural person or government or private entity) that is located in or is a national of Cuba, Iran, Libya, Sudan,
North Korea or Syria or any country that is embargoed or highly restricted under United States export regulations.
5. MUTUAL REPRESENTATIONS AND
WARRANTIES AND INDEMNIFICATION. Each party represents, warrants and covenants that: (i) it as has and will maintain the legal right to use, operate and locate its equipment in the Data Center, (ii) the performance of its
obligations hereunder will not violate any applicable Laws; (iii) neither the execution of this Agreement nor the
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CONFIDENTIAL
Quality Investment Properties Metro, LLC – Master Space Agreement (5.9)
***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** |
DocuSign Envelope ID: E1BCFA37-AFOC-4AFB-9CFB-17EA315E5802
performance of its obligations hereunder will constitute a breach by it of any agreements to which it is a party or by which it is bound; (iv) it has duly, authorized, executed and delivered
this Agreement and this Agreement constitutes a legal, valid and binding obligation of such party and shall be enforceable against such party in accordance with its terms and (v) all equipment, materials and other tangible items placed by it at
Data Center will be installed, operated, used and maintained in compliance with all applicable Laws and manufacturer specifications. Customer will indemnify, defend and hold harmless QTS, and its representatives, agents, employees, officers,
directors, members, partners, principals, managers, affiliates, lenders, contractors, subcontractors and other Data Center users and customers from any and all Losses arising from or relating to (i) any claim, action or omission by any of the
Customer Parties (including claims for personal injuries while in or around the Facilities); (ii) any claim, action or omission by a customer or end-user of Customer or other third party, relating to, or arising out of, Customer’s or any
of its customers’ services or the Customer Space licensed or Services provided under this Agreement (including claims arising from or relating to interruptions, suspensions, failures, defects, delays, impairments or inadequacies in any of the
aforementioned Licenses or Services); and (iii) any claim, action or omission by a customer or end-user of a Customer or other third party relating to or arising out of violation of the AUP by Customer, Customer Parties or any end-user or
customer of Customer. QTS will indemnify, defend and hold harmless Customer, and its representatives, agents, employees, officers, directors, members, partners, principals, managers, affiliates, lenders, contractors, subcontractors from any and all
losses arising from or relating to personal injury or property damage caused by QTS’s negligence or willful misconduct. QTS will indemnify, defend and hold harmless Customer, and its representatives, agents, employees, officers, directors,
members, partners, principals, managers, affiliates, lenders, contractors, subcontractors from any and all Losses arising from QTS’ infringement of third party intellectual property rights. Both parties shall defend and indemnify the other for
any breach of the mutual insurance provisions in Section 8.
6. REMEDIES AND DAMAGES, AND LIMIT ON WARRANTIES
6.1 No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE AGREEMENT, THE CUSTOMER SPACE AND SERVICES
(INCLUDING ALL MATERIALS SUPPLIED AND USED THEREWITH) AR PROVIDED “as is where is”, AND CUSTOMER’S USE OF THE CUSTOMER SPACE AND SERVICES IS AT ITS OWN RISK. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE AGREEMENT, QTS DOES NOT
MAKE, AND HEREBY DISCLAIMS, ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WHETHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, HABITABILITY, MARKETABILITY,
PROFITABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, NONINFRINGEMENT, TITLE, OR ARISING FROM A COURSE OF DEALING, OR TRADE PRACTICE.
6.2 Intentionally Omitted.
6.3 Consequential Damages Waiver. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, SPECIAL,
EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN
IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ARISING UNDER THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATION OF LIABILITY AND DAMAGES SHALL NOT APPLY TO A PARTY’S INDEMNIFICATION
OBLIGATIONS SET FORTH IN SECTION 5 ABOVE, BREACH BY EITHER PARTY OF THE CONFIDENTIALITY OBLIGATIONS IN SECTION 7, OR A BREACH BY CUSTOMER OF THE AUP OR SECTION 10.15 OF THIS AGREEMENT.
6.4 Basis of the Bargain. The parties acknowledge that the prices have been set, and the Agreement is entered into in reliance
upon the limitations of liability, remedies, damages, and the
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disclaimers or warranties and damages set forth herein, and that all such limitations and exclusions form an essential basis of the bargain between the parties. The specific remedies provided
herein for QTS failure to meet a Service Level Guarantee are the exclusive remedies available to Customer for such failure.
7. MUTUAL CONFIDENTIALITY
7.1 Disclosure and Use. Each party agrees that it will not use in any way, nor disclose to any third party, the
other party’s Confidential Information, and will take reasonable precautions to protect the confidentiality of such information, at least as stringently as it takes to protect its own Confidential Information, but in no case will the degree of
care be less than reasonable care. Nothing herein shall preclude disclosure by a party (i) to that party’s attorneys, accountants, lenders and other advisors and employees who have a bona fide need to know the other party’s
Confidential Information in connection with the receiving party’s performance under this Agreement and are under an obligation of confidentiality no less stringent than this Section 7, (ii) to any potential transferee or assignee of
all or any portion of the Data Center, or in connection with a merger or acquisition of all or substantially all of its assets, or (iii) any disclosure that a party concludes that it is required to make as a matter of law (including, without
limitation, in accordance with the rules and regulations of a national stock exchange, the Securities and Exchange Commission or other securities law regulators), provided that such disclosure is made after good faith consultation with counsel with
respect thereto. Each party agrees to only make copies of the other’s Confidential Information for purposes consistent with this Agreement, and each party shall maintain on any such copies a proprietary legend or notice as contained on the
original or as the disclosing party may request.
7.2 Exclusions from Confidentiality Obligations.
Notwithstanding the confidentiality obligations required herein, neither party’s confidentiality obligations hereunder shall apply to information which: (a) is already lawfully known to the receiving party (other than the terms of this
Agreement); (b) becomes publicly available without fault of the receiving party; (c) is rightfully obtained by the receiving party from a third party without restriction as to disclosure, or such Confidential Information is approved for
release by written authorization of the party having the rights in such Confidential information; (d) is developed independently by the receiving party without use of the disclosing party’s Confidential Information; or (e) is required
to be disclosed by Law, provided that prior to making such required disclosure, the party who is required to disclose the Confidential Information shall, if not prohibited by the application of law, notify the owner of such Confidential Information
that disclosure is legally required;
7.3 Specific Performance and Injunctive Relief. Each of QTS, Customer
and their respective representatives agree that a breach of Sections 7.1 and .2 above will give rise to irreparable injury to the other party for which damages may not be adequate compensation, and consequently, that the other party shall be
entitled, in addition to all other remedies available to it at law or equity, to injunctive and other equitable relief to prevent a breach of Sections 7.1 and 7.2 and to secure the specific performance of such sections without proving actual damages
or posting bond or other security.
8. MUTUAL INSURANCE REQUIREMENTS
8.1 Minimum Levels. Each party agrees to keep in full force and effect during the Term of this Agreement:
(i) commercial general liability insurance with a combined single limit in an amount not less than $1,000,000 per occurrence, and $2,000,000 aggregate (or coverage under an “umbrella” policy in an amount not less than $3,000,000),
including broad form premises and operations, products and completed operations, personal injury, contractual, and broad form property damage liability coverage and (ii) workers’ compensation insurance covering such party’s employees
in an amount not less than that required by Law. QTS shall maintain property insurance (all risks) covering QTS’s Facilities, including the Data Center, Customer agrees that it will insure and be solely responsible for insuring the injuries to
and claims of its representatives, unless such injuries are the fault of QTS. All such policies shall be written by insurance carriers licensed in the state in which the Data Center is located. and shall be rated A-, IX or better by A.M. Best; and,
except for workers compensation insurance, such policies maintained by Customer shall name QTS and its lenders as additional insureds. Parties agree that upon request, they will deliver to each other the applicable certificates of insurance naming
the other party as a certificate holder. A party shall give the other party at least thirty (30) days written notice of expiration, cancellation, or material changes in the coverage of any of the policies to which such other party ls an
additional insured. Each party will cause and ensure that each insurance policy of such party required under this Agreement will provide that the underwriters waive all claims and rights of recovery by subrogation against the other party’s
Parties in connection with any liability or damage covered by the insurance policies. Each Party hereby indemnifies and holds harmless the other for a breach of such Party’s obligations under this Section 8.1.
9. TERMINATION
9.1
Termination for Cause. QTS may terminate this Agreement or any Service (in whole or in part), at any time, without liability, for any one or more of the following: (a) Customer breaches any material term of this Agreement and
fails to cure such breach (susceptible to cure) within thirty (30) days after receipt of written notice of the same (provlded, however, in the event this Agreement provides that termination of any rights shall be immediate for any specific
breach, then such notice period shall not be required); (b) QTS becomes aware that Customer has knowingly threatened the security of the Data Center or any other QTS network or system; (c) failure to pay undisputed amounts when due, after
fifteen (15) days written notice and failure to cure; (d) QTS is unable to provide Customer Space or Services due to Customer’s unlawful, willful misconduct or negligent acts or omissions; (e) Customer becomes the subject of a
voluntary or involuntary proceeding relating to insolvency, bankruptcy, receivership, liquidation for the benefit of creditors, and such petition or proceeding is not dismissed within ninety (90) days of the filing thereof; or (f) a court
or other government authority having jurisdiction over the Services prohibits QTS from furnishing the Customer Space or Services to Customer. Customer may terminate this Agreement in the event that QTS breaches any material term of this Agreement
and fails to cure such breach within thirty (30) days after receipt of written notice of the same; provided, however QTS’ failure to meet a Service Level Guarantee is not a material breach of this Agreement if QTS provides the required
Service Level Credit (as defined in the Addendum attached hereto and incorporated by this reference herein) as set forth in·the Addendum.
9.2 Early Termination. In the event Customer desires to terminate any License or Services prior to the end of the Term
(other than as provided in Section 9.1 herein or Section 5.7(b) of the Colocation Addendum attached hereto), or if the Licenses or Services are terminated by QTS as provided in Section 9.1 herein, Customer shall pay a termination
charge equal to the costs incurred by QTS in returning the space to a condition suitable for use by other paties, plus the percentage of the remaining monthly recurring fees that would have been charged for the Customer Space and Services for the
Term (as applicable on the date of said termination) calculated as follows:
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(a) |
100% of the remaining monthly recurring charges that would have been charged for the Customer Space and Services for months *** of the Term (as applicable on the effective date of termination); plus
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CONFIDENTIAL
Quality Investment Properties Metro, LLC – Master Space Agreement (5.9)
***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** |
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(b) |
75% of the remaining monthly recurring charges that would have been charged for the Customer Space and Services for months *** (as applicable on the effective date of termination); plus |
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(c) |
50% of the remaining monthly recurring charges that would have been charged for the Customer Space and Services for months *** through the end of the Term (as applicable on the effective date of termination) (the
“Termination Fees”). |
Such Termination Fees are not penalties, but due to the difficulty in estimating actual damages for early
termination, are agreed upon charges to fairly compensate QTS.
9.3 Holdover Customer. If Customer continues to use
any Customer Space or Service after the expiration or earlier termination of the Term for such License or Service, then Customer shall remain subject to the terms and conditions of this Agreement at one hundred (100%) of the monthly recurring
charge and usage charge in effect for the full month before such expiration or termination. In the event such hold-over period is greater than ***, the recurring monthly charge during such hold-over period shall increase to *** of the recurring
monthly charge and usage charges for the last full month before expiration or earlier termination of the Term. During any hold-over period, this Agreement becomes a month-to-month Agreement and can be terminated on thirty (30) days notice by
either party.
9.4 Suspension of Licenses or Services by QTS. QTS may suspend Customer’s rights to use
any or all Customer Space or Services if Customer fails to pay any undisputed sum .for Licenses .or Services when such payment is due and. such failure remains uncured·for a period of fifteen (15) days after written notice is given
Customer by QTS. In the event of a suspension of Licenses or Services pursuant to this Section 9.4, Customer agrees that QTS may, without notice or liability, suspend Services and take possession of any Customer Equipment and store it at
Customer’s expense, provided however, QTS shall (i) not allow anyone to access the data on Customer Equipment and (ii) use reasonable care in removing and storing Customer Equipment, including·without limitation ensuring it is
handled and stored in a secure·fashion and unexposed to: external conditions that are reasonably known to damage such Customer Equipment. If Customer’s Licenses or Services are suspended pursuant to this Section 9.4 and QTS
determines, in its sole discretion,·to reconnect Customer Space or Services, Customer agrees to pay, in addition to any other fees or sums for Licenses or Services owing under this Agreement, the Reconnection Fee. The remedies of QTS under
this Section 9.4 are in addition to any other rights that QTS may have under this Agreement.
9.5 Effect of
Termination by Either Party. Upon the effective date of termination of the Agreement: (a) QTS will immediately cease providing Services and Customer’s License shall terminate and QTS shall not be responsible for any loss of access
or or data as result of such cessation of Services, subject to·Section 9.5(c) and any other applicable provisions hereunder; (b) any payment obligations of Customer under this Agreement for Licenses or Services provided through the date
of termination and any applicable Termination Fees will become due and payable as set forth hereunder; and (c) within ten (10) business days of such termination Customer shall (i) remove from· the Data Center(s) all Customer
Equipment and any other Customer property located at the Data Center(s); (ii) make available all QTS Provided Equipment to an authorized representative of QTS and (iii) return the Customer Space to QTS in the same condition as existed on
the Start Date, normal wear and tear excepted. If Customer does not remit the sums payable under (b) and/or does not remove the Customer Equipment and its other property as provided in (c), QTS will have the right to do one or more of the
following, with notice, without liability therefor, and without prejudice to any other available remedies: (x) re-claim the Customer Space, remove all property therefrom and re-license .the Customer Space; (y) move all such Customer
property to secure storage and charge Customer for the cost of such removal and storage; and (z) if Customer does not claim such property within thirty (30) days following such notice, liquidate the Customer property in accordance with
applicable law, applying all proceeds first to the cost of such liquidation, then to all payment obligations due hereunder, and the balance thereof, if any, shall be paid to Customer.
10. MISCELLANEOUS PROVISIONS
10.1 Force Majeure. Neither party shall be liable to the other for any failure of performance or equipment due to causes
beyond its reasonable control; including but not limited to, acts of God, fire, explosion; any law or direction of any governmental entity; emergencies; civil unrest, wars; unavailability of rights-of-way, third party services or materials; or
strikes, lock-outs, work stoppages, labor shortages or other labor difficulties; viruses, denial of service attacks, telecommunications failures, failure of the Internet or other events of a type or magnitude for which precautions are generally not
taken in the industry (each, a “Force Majeure Event”). If QTS is unable to deliver the Customer Space or Service for five (5) consecutive days, Customer shall have the right to terminate any affected Work Order pursuant hereto.
10.2 Relocation of Customer Equipment or Customer Space. If it is necessary or desirable, for QTS’s use of
the Data Center, to relocate the Customer equipment or Customer Space to another area in the Data Center or other similar data center owned by QTS, the parties will cooperate in good faith with each other to facilitate such relocation, QTS shall be
solely responsible for the costs incurred by QTS in connection with any such relocation. Relocation made by QTS at the request ot Customer, will be at the sole expense of Customer. QTS will use commercially reasonable efforts to minimize and avoid
any interruption in Services during such relocation.
10.3 Regulatory Changes. In the event that a tariff is
filed against QTS or there is a change in law, rule or regulation, increased power costs or similar circumstance that materially increases the costs or other terms of delivery of Licenses or Service, the parties agree to negotiate the rates to be
charged, or other required terms of service to reflect such increased costs or change in term of space or service. If the parties are unable to agree on new rates within (30) days after QTS’s delivery of written notice regarding the rate
change, then either party may terminate the Licenses or Services without penalty by giving thirty (30) days written notice.
10.4 Notice. Any notice or communication required or permitted dto be given hereunder may be delivered by hand,
deposited with an overnight courier, sent by e-mail or facsimile (provided delivery is confirmed), or U.S. Mail registered or certified return receipt requested and postage prepaid, in each case to the address set forth below or to such other
address as may hereafter be furnished in writing by either party to the other party in accordance with this Section. Such notice will be deemed to have been given as of the date it is received.
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| To QTS at:
Quality Investment Properties Metro, LLC 00000 Xxxxxx Xxxxxx,
Xxxxx 000 Xxxxxxxx Xxxx, XX 00000 Attn: Legal Department
Fax: (000) 000-0000
To Customer at: |
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CONFIDENTIAL
Quality Investment Properties Metro, LLC – Master Space Agreement (5.9)
***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** |
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10.5 Assignment. Customer may not assign or transfer part or all of its rights
and obligations under this Agreement without the prior written consent of QTS, which shall not be unreasonably withheld; provided however, no consent shall be required in the event of a merger, acquisition, or change of control involving Customer or
for an assignment by Customer to a Customer subsidiary or Customer’s parent company. Customer or its permitted assignee shall not resell or lease the Services or sublicense or lease the Customer Space without the prior written consent of QTS.
QTS may require any transferee to execute documentation reasonably acceptable to QTS in connection with the applicable transfer, including, without limitation, an assumption agreement whereby the transferee assumes all of Customer’s
liabilities, duties and obligations under this Agreement. In any event, no Transfer shall relieve or release Customer of its obligations under this Agreement. QTS may assign or transfer part or all of its respective rights and obligations under this
Agreement with notice, provided that such notice may be made subsequent to the transfer, to Customer, including without limitation, to any entity that is a subsidiary or affiliate of QTS or to any entity that is the survivor of a merger with QTS and
any entity that acquires all or substantially all of the assets of QTS. In the event of any transfer or termination of QTS’s interest in the Data Center by sale, assignment, transfer, foreclosure, deed-in-lieu of foreclosure or otherwise
whether voluntary or involuntary, QTS xxxxx be automatically relieved of any and all obligations and liabilities incurred or accrued .on the part of QTS from and after the date of such transfer or termination, and any subsequent owner of the Data
Center shall only be responsible for such obligations and liabilities under this Agreement which accrue from and after the date such transferee or assignee acquires QTS’s interest as licensor under this Agreement. Customer agrees to attorn to
the transferee upon any such transfer and to recognize such transferee as the licensor under this Agreement. This Agreement shall apply to, bind, and inure to the benefit of, any permitted transferees, assignees or successors, all of whom shall
execute counterparts of this Agreement, and Customer shall remain liable for the payment of all charges due and payable under each Work Order or otherwise due or to become due and payable under this Agreement.
10.6 Entire Understanding. This Agreement constitutes the entire understanding and agreement of the parties related to the
subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, agreements and understandings regarding such subject matter. Each Work Order and Addendum includes terms which are in addition to, and not in lieu
of the Agreement, and shall be deemed to be part of this Agreement. Unless expressly provided for in the Agreement, any Work Order or Addendum, Customer agrees not to claim any reliance on any other opinion, advice, recommendation, statement,
representation, warranty of QTS regarding the suitability, fitness, quality, merchantability, or the compatibility or functionality of any equipment or software. Any additional or different terms in any purchase order or other resposne made by
Customer shall be deemed objected to by QTS without need of further notice of objection, and shall be of no effect or in any way binding upon QTS.
10.7 No Competitive License or Service. Customer may not at any time, without QTS’s prior written consent, permit
any QTS facility to be utilized for the resale to QTS clients of Internet access, co-location or managed services similar to the Services.
10.8 Relationship of the Parties. QTS and Customer are independent contractors; this Agreement will not establish any
relationship of partnership, employment, franchise or agency.
10.9 Execution and Counterparts. This Agreement may be executed in two or
more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.
10.10 Modification. This Agreement may be changed only by a written document signed by authorized representatives of QTS
and Customer.
10.11 Severability. If any provision of this Agreement, as applied to either party or to any
circumstance, is adjudged by a court or arbitrator to be invalid, illegal or unenforceable, the same will not affect the validity, legality, or enforceability of any other provision of this Agreement. All terms and conditions of this Agreement will
be deemed enforceable to the fullest extent permissible under applicable law.
10.12 No Waiver; All Rights
Cumulative. The failure by either party to enforce any rights hereunder shall not constitute a waiver of such right(s) or of any other or further rights hereunder. The waiver of any breach or default of this Agreement will not constitute a
waiver of any subsequent breach or default.
10.13 Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of Georgia except its conflicts of law principles.
10.14 Third
Party Beneficiaries. The provisions of this Agreement and the rights and obligations created hereunder are intended for the sole benefit of QTS and Customer, and do not create any right, claim or benefit on the part of any person not a party
to this Agreement. The parties do not intend any provision of this Agreement to be enforceable by or to benefit any third party.
10.15 Intellectual Property Rights. QTS shall remain the sole owner of and retain all right, title and interest in any
service, technical information and/or intellectual property rights (“IPR”) provided to Customer hereunder, including, without limitation, all trademark, trade names, service marks, copyrights, computer programs, general utility programs,
software, methodology, databases, specifications, systems designs, applications, enhancements, documentation, manuals, know-how, formulas, hardware, audio/visual equipment tools, libraries, discoveries, inventions, techniques, writings, designs and
other IPR either used or developed by QTS or its agents in connection with the provision of service hereunder and all derivative works or improvements therein (“QTS Technology”). Any QTS Technology will not be work-for-hire and Customer
agrees to assign and hereby does assign to QTS all such IPR in and to the QTS Technology. Customer receives no rights, license and interest to the QTS Technology except those expressly set forth in this Agreement, in return for payment of all fees
and charges, QTS grants to Customer a royalty fee, non-exclusive, non-transferable, non-assignable (except as otherwise provided in Section 10.5) license to use any IPR provided with Service hereunder solely for the purpose of receiving such
Service. QTS shall be free to provide such IPR to other parties and shall retain the right to unrestricted use of such IPR. Customer further agrees to execute and deliver all documents and do all acts that are reasonably necessary to scure to
QTS’ right, title and interest in and to such IPR.
10.16 General. Neither party shall issue andy publication
relating to this Agreement, except as may be required by Law. Notwithstanding, either party may publicly refer to the other, orally and in writing, as a customer/licensee or service provider/licensor of the other, as applicable. If either party
retains an attorney to enforce the terms of this Agreement or to collect money due hereunder, the prevailing party shall be entitled to recover reasonable attorneys’ fees and court costs. The terms and provisions contained herein that by their
sense and context are intended to survive the performance thereof by the parties shall so survive termination of this Agreement, including, without limitation, provisions for indemnification, limitation of liability, Confidential Information, and
the making of any payments.
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10.17 Time of the Essence. Time is of the essence with respect to all
provisions of this Agreement that specify a time for performance provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.
10.18 Estoppel Certificate. Subject to the facts existing at the time, Customer shall, within ten (10) days’
prior written notice from QTS (but only in connection with a sale, financing, transfer, lease or similar transaction), deliver to QTS a signed statement certifying the following information (but not limited to the following information in the event
further information is reasonably required by QTS): (i) that this Agreement is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Agreement, as modified is in full force
and effect); (ii) the dates to which the fees and other charges due under this Agreement are paid in advance, if any; (iii) the amount of Customer’s security deposit, if any; and (iv) acknowledging, if true and correct, that
there are not any uncured defaults or breaches on the aprt of QTS under this Agreement (including, without limitation, all Addendum and Work Orders), and no events conditions then in existence which, with the passage of time or notice or both, would
constitute a default or breach on the part of QTS under this Agreement (including, without limitation, all Addendum and Work Orders), or specifying such defaults events or conditions, if any are claimed. It is expressly
understood and agreed that any such statement may be relied upon by any prospective purchaser or encumbrance of all or any portion of the Data Center. Customer’s failure to deliver such
statement within such ten (10) day period shall constitute an admission by Customer that all statements there are true and correct.
10.19 Subordination. Customer accepts this Agreement subject and subordinate to any mortgage, deed of trust, deed to
secure debt, ground lease or master lease of QTS and to any renewals, modifications, consolidation, refinancing and extensions thereof. It is understood that QTS’s interest in the Customer Space and Data Center may be that of ground lessee,
rather than owner. This provision is hereby declared to be self-operative and no further instrument shall be required to effect such subordination of this Agreement, provided, however, Customer shall, within ten (10) days after QTS’s
written request therefor, execute, acknowledge and deliver any documents reasonably requested by QTS to assure the subordination of this Agreement to any of the same. Notwithstanding the foregoing, if the lessor under any such lease or the holder of
any such deed to secure debt advises QTS that they desire to require this Agreement to be prior and superior thereto, upon written request of QTS to Customer, Customer agrees to promptly execute, acknowledge and deliver any documents which QTS or
such lessor, holder or holders reasonably deem necessary for purposes thereof.
DocuSign Envelope ID: E1BCFA37-AFOC-4AFB-9CFB-17EA315E5802
DEFINITIONS
| (a) |
“Addendum” means an addendum to this Agreement Stating additional terms and conditions application to the specific License or Service. |
| (b) |
“Adhoc Engineering Services” means any technical support considered to be above any beyond Remote Hands which usually includes technical support from a consultative or operational perspective.
|
| (c) |
“Acceptable Use Policy” or “AUP” means the acceptable use policy posted at xxx.XxxxxxxXxxx.xxx. |
| (d) |
“Agreement” means this Agreement, the general terms and conditions herein and includes any Addendum, Product Description, Work Order, Specification, Statement of Work, Scope of Work, Customer Access
Roster, the Rules and Regulations, and the Acceptable Use Policy, and all other items expressly incorporated herein. |
| (e) |
“Burstable” means Customer has the ability to use Services provided with respect to Customer Space in excess of the Committed Data Rate. |
| (f) |
“Committed Data Rate” means Customer’s agreement to pay for a minimum amount of bandwidth per month (expressed in Megabits per second (Mbps)), as set forth in a Work Order, in connection with its
License of Customer Space. |
| (g) |
“Confidential Information” means information which (i) derives actual or potential economic value from not being generally known to, and not available through proper means, by other persons who
could obtain economic value from receipt or use of such information, (ii) is the subject of reasonable efforts by its owner to maintain its confidentially or secrecy, or (iii) is by its nature confidential, trade secrets or otherwise
proprietary to it owner. Confidential information includes the terms and conditions of this Agreement, software source and object code, inventions, know-how, data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings,
configurations, plans, processes, financial and business plans, names of actual or potential customers or suppliers, and data or information of actual or potential customers or suppliers. With respect to QTS, Confidential Information shall also
include Data Center configuration and QTS Technology. |
| (h) |
“Customer Access Roster” means the official register of Representatives. |
| (i) |
“Customer Equipment” means software, computer hardware, and all other equipment, goods, and personal property owned by Customer or licensed by Customer from third parties. |
| (j) |
“Customer Maintenance” means steps taken by Customer to properly maintain the Customer Equipment in accordance with manufacturer instructions and requirements. |
| (k) |
“Customer Space” means the portion of the Data Center(s) and associated power and cooling which QTS licenses to Customer under a Work Order. The location of the Customer Space shall be determined by QTS
in its sole discretion, provided however, Customer’s reasonable preferences shall be considered. |
| (l) |
“Data Center” means any of the buildings and facilities owned or leased by QTS at which Customer Space is located or from which Services are provided. |
| (m) |
“Down” means not responding to the network management system’s polling engine with a positive acknowledgment from a PING to a specific network interface for the specified device.
|
| (n) |
“Expiration Date” as to any Work Order means the date which is the date calculated by adding the Term of the Work Order to the Start Date. |
| (o) |
“Facilities” means any and all devices generally used by QTS to provide Customer Space or deliver Services to its customers, but excluding QTS Provided Equipment and Customer Equipment.
|
| (p) |
“Facilities Maintenance” means the times QTS monitors and maintains its network, QTS Provided Equipment or Facilities. |
| (q) |
“Internet Intrusion Testing” means tests employing tools or techniques intended to gain unauthorized access to Customer’s environment. |
| (r) |
“Laws” means rules, regulations, statutes, ordinances, orders and rulings of a government and administrative and regulatory authorities, as well as the Rules and Regulations. |
DocuSign Envelope ID: E1BCFA37-AFOC-4AFB-9CFB-17EA315E5802
| (s) |
“Licenses” means licenses of Customer Space to a Customer under a Work Order. |
| (t) |
“Losses” means claims, demands, actions, suits, proceedings, and all damages, judgments, liabilities, losses, and expenses (including, but not limited to, reasonable Attorneys’ fees and court
costs.) |
| (u) |
“Party” or “Parties” means representatives, agents, employees, officers, directors or contractors, or subcontractors. |
| (v) |
“Point of Demarcation” means the first point where Customer receives telecommunications or internet access into the Customer Space. |
| (w) |
“Product Description” or “Product Catalog” shall mean the written description of a License or Service provided to Customer by QTS. |
| (x) |
“Professional Services” means professional engineering or computer design, software development, support or other consulting service provided, pursuant to a Statement of Work or Scope of Work.
|
| (y) |
“QTS Provided Equipment” means any hardware, software and other tangible telecommunications or internet equipment leased, subleased, licensed or sublicensed by QTS to Customer |
| (z) |
“Reconnection Fee” means a fee of *** per hour billed in quarter-hour increments for each hour or partial hour spent by QTS reconnecting the Services provided Customer. |
| (aa) |
“Remote Hands” means general Customer directed actions such as power cycling equipment, basic power or data cabling support and simple key stroke commands to reboot or configure equipment.
|
| (bb) |
“Representatives” means the individuals identified on the Customer Access Roster who are authorized to enter the Data Center(s) and access the Customer Space. |
| (cc) |
“Rules and Regulations” means the data center rules posted at xxx.XxxxxxxXxxx.xxx. |
| (dd) |
“Services” means all offerings of services and goods under a Work Order, but not including Licenses of the Customer Space. |
| (ee) |
“Specifications” means the detailed description of Licenses of Customer Space or Services, other than Professional Services, attached to any Work Order. |
| (ff) |
“State Date” means the start date specifically set forth on the Work Order or, if there is not a start date specified on the Work Order that date which on which QTS provides notice to Customer that
provisioning is complete and Services shall begin. For the purposes of this notice, email notification shall be adequate. |
| (gg) |
“Statement of Work,” “Scope of Work” or “Work” means the detailed description of Professional Services attached to any Work Order. |
| (hh) |
“Target Date” means the date the Customer Space or Services are expected or anticipated to be available to Customer, as set forth in a written notice. |
| (ii) |
“Term” as to any Work Order, means the lesser of the following: (i) the period of time specified in a Work Order for which QTS will provide the Customer Space or Services to Customer or
(ii) the period of time that ends on the last day QTS provides the Customer Space or Services to Customer pursuant to early termination of the Agreement or Work Order by a party. |
| (jj) |
“Work Order” or “Order” means Customer’s written order for a License of Customer Space, or the provision of Services that has been accepted by QTS and executed by both parties. The Work
Order includes backup detail, including without limitation, any Addendum to the Master Space Agreement, Specifications and Statements of Work, and shall set forth the Licenses and Services, the prices to be charged for Licenses and Services and any
applicable Term and/or Committed Data Rate. |
[Signatures on following page]
|
| - 9 -
CONFIDENTIAL
Quality Investment Properties Metro, LLC – Master Space Agreement (5.9)
***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** |
DocuSign Envelope ID: E1BCFA37-AFOC-4AFB-9CFB-17EA315E5802
IN WITNESS WHEREOF, authorized representatives of Customer and QTS have read the foregoing
Agreement and agree to bound thereby as of the Effective Date.
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| CUSTOMER: |
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QTS: |
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| Signature: |
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/s/ Xxx Xxxxxxxxxxx |
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QUALITY INVESTMENT PROPERTIES METRO, LLC |
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| Print Name: |
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Xxx Xxxxxxxxxxx |
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Signature: |
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/s/ Xxxx X. Xxxxxx |
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Print Name: |
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Xxxx X. Xxxxxx |
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| Title: |
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CTO |
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Title: |
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EVP, Commercial |
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| Address: |
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Address: |
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| Telephone: |
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Telephone: |
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| Facsimile: |
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Facsimile: |
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| E-mail: |
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E-mail: |
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| Date: |
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Date: |
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| Signature: |
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31-Oct-2012 |
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Signature: |
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1-Feb-2013 |
|
| - 10 -
CONFIDENTIAL
Quality Investment Properties Metro, LLC – Master Space Agreement (5.9) |
DocuSign Envelope ID: E1BCFA37-AFOC-4AFB-9CFB-17EA315E5802
Quality Investment Properties Metro, LLC
|
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| Company Name |
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Five9, Inc. |
|
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| Contact Name |
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Xxxx Xxx |
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| Customer Address |
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000 Xxxxxxxxx Xxxxxxx, Xxx 000 Xxx Xxxxx, XX
00000 |
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| Contact Phone Number |
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0(00) 000-0000 |
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| Contact Email Address |
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Xxxx.xxx@xxxx0.xxx |
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| 60 Month Term
Expiration Date: the last day of the final month of the Term. |
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Now Recurring
Charges |
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Monthly Recurring
Charges |
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| Colocation and Connectivity |
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$ |
*** |
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$ |
*** |
|
| (does not include sales tax) Total Charges |
|
$ |
*** |
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$ |
*** |
|
Work Order Notes
The private
suite will accommodate 200kw of power. If Five9’s exercises the ROFR for the additional ***, the xxxxx per sq. ft. will increase to 188.
By signing
below, the Authorized Representatives of Customer and QTS acknowledge (i) that they have reviewed the QTS Work Order, the Master Space Agreement and the relisted Addenda and Statements of Work: and (ii) that they understand the
requirements of said documents and do hereby agree to be bound by the terms and conditions embodied therein.
Please print and sign two
complete copies of this work order and mail back to your sales representative for processing. One countersigned copy will be sent back to you.
|
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| Five9, Inc.
Company |
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Quality Investment Properties Metro, LLC
Company |
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| /s/ Xxx Xxxxxxxxxxx
Signature |
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/s/ Xxxx X. Xxxxxx
Signature |
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| Xxx Xxxxxxxxxxx
Print Name |
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Xxxx X. Xxxxxx Print
Name |
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| CTO
Title |
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EVP, Commercial Sales
Title |
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| 31-Oct-2012
Date |
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1-Feb-2013 Date |
|
| - 11 -
CONFIDENTIAL
Quality Investment Properties Metro, LLC – Master Space Agreement (5.9)
***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** |
DocuSign Envelope ID: E1BCFA37-AFOC-4AFB-9CFB-17EA315E5802
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| Colocation and Connectivity |
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Unit NRC |
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Unit MRC |
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Qty |
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NRC |
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MRC |
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| Power Custom – Monthly |
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*** |
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*** |
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*** |
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*** |
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| Space Services – Suite |
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*** |
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*** |
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*** |
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*** |
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*** |
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| Totals |
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*** |
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*** |
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Product Configuration Notes
-Space Services – Suite (1) square feet supports up to [150] usable xxxxx.
Additional Notes
Customer will be provided a private suite
approximately *** in size and supporting up to 200,000 consumable xxxxx (“Customer Space”). Customer may use up to 200,000 xxxxx, regardless of circuit tpes and quantities, but must not exceed 200,000 xxxxx. If 200,000 xxxxx is exceeded,
Customer must reduce power consumption, or contract for additional space and power. Minimum Billing Schedule “Ramp”.
Months 1
– 12 80kw ***
Months 13 – 18 140kw ***
Months 19 – 60 200kw ***
QTS reserves the
right to audit the power consumption for the cage and should the customer exceed the power noted on the Minimum Contracted Billing schedule. QTS will adjust the minimum MRC to the highest level of kilowatt usage consumed, plus an additional ***.
This new minimum will continue until exceeded or until the next scheduled tier.
Customer has a Right of First Refusal on *** for up to 12 months. During
the term of this Work Order and in the event QTS has a potential or current customer interested in licensing the closest 150,000 xxxxx, QTS shall first inform Customer of the availability of such customer space before QTS can license such customer
space to a third party. Within ten (10) business days of Customer’s receipt of such notification, Customer shall execute a work order containing the terms of a license for such new power. If Customer does not execute a work order for the
new space within such ten (10) day period, this right of first refusal shall expire and OTS shall be entitled to license such space to a third party.
The following installation charges will apply on future orders (separate Work Order(s) required):
| • |
|
Single Phase Power Circuits *** (NRC) per circuit |
| • |
|
3Phase Power Circuits *** (NRC) per circuit |
| • |
|
Standard Empty Rack Installation *** (NRC), includes securing and grounding (customer will provide racks). |
| • |
|
QTS provided Racks MRC *** per Rack. |
| • |
|
Additional Cross Connects *** (NRC) and *** |
Start Date for this Work Order will be Upon Provisioning.
Standard delivery for an environment of this size is forty-five (45) calendar days from receipt of this Work Order. QTS will work in good faith to deliver the environment, or a subset of the environment ahead of this schedule so the Coustomer
can begin deployment as soon as possible.
QTS will apply a *** increase on the MRC in each of years 4 & 5 to offset the increases in power from the
utility.
|
| - 12 -
CONFIDENTIAL
Quality Investment Properties Metro, LLC – Master Space Agreement (5.9)
***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** |
DocuSign Envelope ID: E1BCFA37-AFOC-4AFB-9CFB-17EA315E5802
Quality Investment Properties Metro, LLC
|
|
|
| Company Name |
|
Five9, Inc. |
|
|
| Contact Name |
|
Xxxx Xxx |
|
|
| Customer Address |
|
000 Xxxxxxxxx Xxxxxxx, Xxx 000 Xxx Xxxxx, XX
00000 |
|
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| Contact Phone Number |
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0(00) 000-0000 |
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| Contact Email Address |
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Xxxx.xxx@xxxx0.xxx |
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| 60 Month Term
Expiration Date: the last day of the final month of the Term. |
|
Now Recurring
Charges |
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Monthly Recurring
Charges |
|
| Colocation and Connectivity |
|
$ |
*** |
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$ |
*** |
|
| (does not include sales tax) Total Charges |
|
$ |
*** |
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$ |
*** |
|
Work Order Notes
By signing
below, the Authorized Representatives of Customer and QTS acknowledge (i) that they have reviewed the QTS Work Order, the Master Space Agreement and the relisted Addenda and Statements of Work: and (ii) that they understand the
requirements of said documents and do hereby agree to be bound by the terms and conditions embodied therein.
Please print and sign two
complete copies of this work order and mail back to your sales representative for processing. One countersigned copy will be sent back to you.
|
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| Five9, Inc.
Company |
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Quality Investment Properties Metro, LLC
Company |
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| /s/ Xxx Xxxxxxxxxxx
Signature |
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/s/ Xxxx X. Xxxxxx
Signature |
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| Xxx Xxxxxxxxxxx
Print Name |
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Xxxx X. Xxxxxx Print
Name |
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| CTO
Title |
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|
EVP Title |
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| 31-Oct-2012
Date |
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|
1-Feb-2013 Date |
|
| - 13 -
CONFIDENTIAL
Quality Investment Properties Metro, LLC – Master Space Agreement (5.9)
***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** |
DocuSign Envelope ID: E1BCFA37-AFOC-4AFB-9CFB-17EA315E5802
|
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| Colocation and Connectivity |
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Unit NRC |
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Unit MRC |
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Qty |
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NRC |
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MRC |
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| 4 Post Rack – Custom Pricing |
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$ |
*** |
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$ |
*** |
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*** |
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$ |
*** |
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$ |
*** |
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| Power 208v 30Amp Primary |
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$ |
*** |
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$ |
*** |
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*** |
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$ |
*** |
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$ |
*** |
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| Power 208v 30Amp Redundant |
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$ |
*** |
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$ |
*** |
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*** |
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$ |
*** |
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$ |
*** |
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$ |
*** |
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$ |
*** |
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*** |
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$ |
*** |
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$ |
*** |
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$ |
*** |
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$ |
*** |
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*** |
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$ |
*** |
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$ |
*** |
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| Totals |
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$ |
*** |
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$ |
*** |
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|
| - 14 -
CONFIDENTIAL
Quality Investment Properties Metro, LLC – Master Space Agreement (5.9)
***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** |
DocuSign Envelope ID: E1BCFA37-AFOC-4AFB-9CFB-17EA315E5802
Quality Investment Properties Metro, LLC
|
|
|
| Company Name |
|
Five9, Inc. |
|
|
| Contact Name |
|
Xxxx Xxx |
|
|
| Customer Address |
|
000 Xxxxxxxxx Xxxxxxx, Xxx 000 Xxx Xxxxx, XX
00000 |
|
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| Contact Phone Number |
|
0(00) 000-0000 |
|
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| Contact Email Address |
|
Xxxx.xxx@xxxx0.xxx |
|
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| One Time Project |
|
Now Recurring
Charges |
|
|
Monthly Recurring
Charges |
|
| Data Center Labor |
|
$ |
*** |
|
|
|
*** |
|
| (does not include sales tax) Total Charges |
|
$ |
*** |
|
|
|
*** |
|
Work Order Notes
By signing
below, the Authorized Representatives of Customer and QTS acknowledge (i) that they have reviewed the QTS Work Order, the Master Space Agreement and the relisted Addenda and Statements of Work: and (ii) that they understand the
requirements of said documents and do hereby agree to be bound by the terms and conditions embodied therein.
Please print and sign two
complete copies of this work order and mail back to your sales representative for processing. One countersigned copy will be sent back to you.
|
|
|
|
|
| Five9, Inc
Company |
|
|
|
Quality Investment Properties Metro, LLC
Company |
|
|
|
| /s/ Xxxx Xxx
Signature |
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/s/ Xxxx X. Xxxxxx
Signature |
|
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| Xxxx Xxx
Print Name |
|
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|
Xxxx X. Xxxxxx Print
Name |
|
|
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| VP Ops
Title |
|
|
|
EVP Title |
|
|
|
| 12/20/12
Date |
|
|
|
1/2/2013 Date |
|
| - 15 -
CONFIDENTIAL
Quality Investment Properties Metro, LLC – Master Space Agreement (5.9)
***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** |
DocuSign Envelope ID: E1BCFA37-AFOC-4AFB-9CFB-17EA315E5802
|
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| Data Center Labor |
|
Unit NRC |
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Unit MRC |
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Qty |
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|
NRC |
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|
MRC |
|
| Installation of Materials (non-tax) Setup Fee |
|
$ |
*** |
|
|
$ |
*** |
|
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|
*** |
|
|
$ |
*** |
|
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$ |
*** |
|
| Data Center Operations labor to conduct installation of horizontal rails, vertical power strip (PDU), and adjust their cabinet rails
per Statement of Work |
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| Totals |
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$ |
*** |
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$ |
*** |
|
|
| - 16 -
CONFIDENTIAL
Quality Investment Properties Metro, LLC – Master Space Agreement (5.9)
***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** |
DocuSign Envelope ID: E1BCFA37-AFOC-4AFB-9CFB-17EA315E5802
Quality Investment Properties Metro, LLC
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| Company Name |
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Five9, Inc. |
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| Contact Name |
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Xxxx Xxx |
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| Customer Address |
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000 Xxxxxxxxx Xxxxxxx, Xxx 000 Xxx Xxxxx, XX
00000 |
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| Contact Phone Number |
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0(00) 000-0000 |
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| Contact Email Address |
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Xxxx.xxx@xxxx0.xxx |
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| 12 Month Term
Expiration Date: the last day of the final month of the Term. |
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Now Recurring
Charges |
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Monthly Recurring
Charges |
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| Colocation and Connectivity |
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$ |
*** |
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$ |
*** |
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| (does not include sales tax) Total Charges |
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$ |
*** |
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$ |
*** |
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Work Order Notes
By signing
below, the Authorized Representatives of Customer and QTS acknowledge (i) that they have reviewed the QTS Work Order, the Master Space Agreement and the relisted Addenda and Statements of Work: and (ii) that they understand the
requirements of said documents and do hereby agree to be bound by the terms and conditions embodied therein.
Please print and sign two
complete copies of this work order and mail back to your sales representative for processing. One countersigned copy will be sent back to you.
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| Five9, Inc.
Company |
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Quality Investment Properties Metro, LLC
Company |
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| /s/ Xxxx Xxx
Signature |
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/s/ Xxxx X. Xxxxxx
Signature |
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| Xxxx Xxx
Print Name |
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Xxxx X. Xxxxxx Print
Name |
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| VP Ops
Title |
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EVP Title |
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| 12/20/12
Date |
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1/2/2013 Date |
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| - 17 -
CONFIDENTIAL
Quality Investment Properties Metro, LLC – Master Space Agreement (5.9)
***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** |
DocuSign Envelope ID: E1BCFA37-AFOC-4AFB-9CFB-17EA315E5802
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| Colocation and Connectivity |
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Unit NRC |
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Unit MRC |
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Qty |
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NRC |
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MRC |
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| Cross Connect (fiber) MRC |
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$ |
*** |
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$ |
*** |
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*** |
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$ |
*** |
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$ |
*** |
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| Totals |
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$ |
*** |
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$ |
*** |
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| - 18 -
CONFIDENTIAL
Quality Investment Properties Metro, LLC – Master Space Agreement (5.9)
***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** |
DocuSign Envelope ID: E1BCFA37-AFOC-4AFB-9CFB-17EA315E5802
Quality Investment Properties Metro, LLC
|
|
|
|
|
| Company Name |
|
Five9, Inc. |
|
|
| Contact Name |
|
Xxxx Xxx |
|
|
| Customer Address |
|
000 Xxxxxxxxx Xxxxxxx, Xxx 000 Xxx Xxxxx, XX
00000 |
|
|
| Contact Phone Number |
|
0(00) 000-0000 |
|
|
| Contact Email Address |
|
Xxxx.xxx@xxxx0.xxx |
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| One Time Project |
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Now Recurring
Charges |
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Monthly Recurring
Charges |
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| Data Center Labor |
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$ |
*** |
|
|
$ |
*** |
|
| (does not include sales tax) Total Charges |
|
$ |
*** |
|
|
$ |
*** |
|
Work Order Notes
By signing
below, the Authorized Representatives of Customer and QTS acknowledge (i) that they have reviewed the QTS Work Order, the Master Space Agreement and the relisted Addenda and Statements of Work: and (ii) that they understand the
requirements of said documents and do hereby agree to be bound by the terms and conditions embodied therein.
Please print and sign two
complete copies of this work order and mail back to your sales representative for processing. One countersigned copy will be sent back to you.
|
|
|
|
|
| Five9, Inc.
Company |
|
|
|
Quality Investment Properties Metro, LLC
Company |
|
|
|
| /s/ Xxxx Xxx
Signature |
|
|
|
/s/ Xxxx X. Xxxxxx
Signature |
|
|
|
| Xxxx Xxx
Print Name |
|
|
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Xxxx Xxxxxx Print Name |
|
|
|
| VP Ops
Title |
|
|
|
EVP Title |
|
|
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| 12/27/12
Date |
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|
1/2/2013 Date |
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| - 19 -
CONFIDENTIAL
Quality Investment Properties Metro, LLC – Master Space Agreement (5.9)
***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** |
DocuSign Envelope ID: E1BCFA37-AFOC-4AFB-9CFB-17EA315E5802
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| Data Center Labor |
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Unit
NRC |
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Unit MRC |
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Qty |
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NRC |
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MRC |
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| Installation of Materials (non-tax) Setup Fee |
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$ |
*** |
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$ |
*** |
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*** |
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$ |
*** |
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$ |
*** |
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| Totals |
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$ |
*** |
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$ |
*** |
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Additional Notes
QTS will provide (1) hour of labor and procure material to install (2) Corning CCH-02U Fiber Enclosures and (4) Corning CCH-CP24-A9 panel
adapters in ***
(1) Corning CCH-02U Fiber Enclosures and (2) Corning CCH-CP24-A9 panel adapters in ***
(1) Corning CCH-02U Fiber Enclosures and (2) Corning CCH-CP24-A9 panel adapters in ***
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| - 20 -
CONFIDENTIAL
Quality Investment Properties Metro, LLC – Master Space Agreement (5.9)
***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** |
