EXHIBIT 10.8
AMENDMENT NO. 4
This Amendment ("Amendment") by and between Cisco Systems, Inc., ("Cisco") a
California corporation having its principal place of business at 000 Xxxx Xxxxxx
Xxxxx, Xxx Xxxx, XX, 00000, and Internetwork Experts, Inc. ("Integrator"), a
Texas corporation having its principal place of business at 00000 Xxxxxx Xxxx,
Xxxxx 000, Xxxxxxx, Xxxxx 00000 is entered into as of the date last written
below (the "Amendment Date").
WHEREAS, Cisco and Integrator have previously entered into the Systems
Integrator Agreement dated November 13, 2001 as amended ("Agreement"), and
NOW WHEREFORE, the parties agree to further amend the Agreement as follows:
1) The term of the Agreement is extended until November 12, 2004.
If the Agreement shall have expired prior to the Amendment Date, any
orders received and Products purchased between the date of expiration
and the Amendment Date shall be in all respects deemed made under the
Agreement as in effect prior to this Agreement.
2) Exhibit A to the Agreement ("Integrator Profile") is hereby deleted in
its entirety and replaced with the attached Exhibit A-1.
3) Exhibit C-1 to the Agreement ("Support") is hereby deleted in its
entirety and replaced with the attached Exhibit C-2.
4) All other terms and conditions of the Agreement remain unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the Amendment Date.
CISCO SYSTEMS, INC. INTERNETWORK EXPERTS, INC.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxx
------------------------------- -------------------------------------
(Authorized Signature) (Authorized Signature)
NAME: Xxxx Xxxxxxx NAME: Xxxx Xxxxx
TITLE: VP WW Sales Finance TITLE: Vice President
DATE: Jan 16 2004 DATE: 1-12-04
EXHIBIT A-1
INTEGRATOR PROFILE
INTEGRATOR'S ASSIGNED SALES TERRITORY:
United States, excluding Puerto Rico.
VERTICAL MARKETS ADDRESSED BY INTEGRATOR'S ADDED VALUE:
Enterprise - Retail, Hospitality, Transportation, Energy, Entertainment, Legal,
Financial, Healthcare and Government and Education
INTEGRATOR'S ADDED VALUE:
PROFESSIONAL SERVICES INCLUDING NETWORK ARCHITECTURE, DESIGN, IMPLEMENTATION,
TRAINING AND SUPPORT.
INTEGRATOR'S VOLUME REQUIREMENT:
During each twelve (12) month term of this Agreement, Integrator will Resell at
least ten million dollars ($10,000,000) of Cisco Products and Services.
INTEGRATOR'S CERTIFICATION REQUIREMENT:
As of the Effective Date, and throughout the term of this Agreement, Integrator
will maintain at least Cisco Silver certification in the Territory.
EXHIBIT C-2
SUPPORT EXHIBIT
[REVISION: 1.1 RELEASE DATE: 11/5/2003]
This Support Exhibit ("Exhibit") supplements the Agreement and all the terms and
conditions of the Agreement apply to this Exhibit; provided, that to the extent
there is a conflict between the Agreement and this Exhibit, the terms of this
Exhibit shall take precedence over the terms and conditions of the Agreement
with regard to the subject matter described herein.
1.0 DEFINITIONS.
1.1 "Advanced Services" means the Cisco brand services listed in
Attachment A, including but not limited to Focused Technical
Support, Network Optimization Support, Technology Application
Support and Total Implementation Services, which are available
for resale to End User only if the End User has Technical
Support Services across the same devices at the End User
location.
1.2 "Business Partner Readiness Assessment ("BPRA")" means an
assessment performed by Cisco to measure the maturity of
Integrator's e-business capabilities.
1.3 "Bug Fix" means an error correction, patch or workaround for
the Software which Cisco provides to Integrator.
1.4 "Xxxxx.xxx" means, Cisco's suite of on-line Services and
information at xxx.xxxxx.xxx, previously known as CCO.
1.5 "Equipment List" means the approved Cisco-provided list of
Product covered under each End User's Support Agreement, where
applicable.
1.6 "First Call" means the initial call made by the End User when
requesting assistance with Product.
1.7 "Maintenance Contract Number" means the reference number
assigned by Cisco for each Service purchased from Cisco. The
Maintenance Contract number is to be used by Integrator or End
User when opening a case with Cisco.
1.8 "Networking Product Market Place" means the online location of
Cisco's online Ordering Tool on Xxxxx.xxx.
1.9 "Ordering Tool" means a tool that Integrator may use to order
Service detailed herein via the Networking Product Market
Place.
1.10 "Other Product" means Product which an End User acquired from
sources other than Integrator.
1.11 "Service Contract Center" means a tool on Xxxxx.xxx that
Integrator may use to order Service, renew orders and asset
management of its installed base.
1.12 "Services" mean the Cisco brand services listed in Attachment
A (Technical Support Services and Advanced Services) which are
available for resell to End User.
1.13 "Support Agreement" means the then-current agreement for the
Services.
1.14 "Technical Support Services" means SMARTnet, SMARTnet Onsite
and Software Application Support Services delivered by Cisco
to End User.
2.0 SCOPE. The support hereunder is intended for Integrators which do not
support End Users under their own brand of service. Integrator, in lieu
of providing service directly, will resell Cisco brand Services to be
delivered directly by Cisco to the End User as described herein.
2.1 BPRA. Integrator must complete the Business Partner Readiness
Assessment prior to resale of any Services hereunder.
2.2 Ordering Tools. Integrator agrees to use Cisco offered
`electronic ordering solutions (e.g. Ordering Tool and Service
Contract Center) for any new service orders or service renewal
orders. End-User name and site details are required to place
any orders.
3.0 CISCO RIGHTS AND OBLIGATIONS. For each End User to whom Integrator
resells Cisco Brand Services, Cisco will use commercially reasonable
efforts to provide Services directly to Integrator's End User in
accordance with the following.
3.1 Xxxxx.xxx Access. Cisco will provide an appropriate level of
partner access to Xxxxx.xxx. This system provides Integrator
with technical and general information on Products.
3.2 Warranty. For the duration of the Cisco warranty period, Cisco
will provide Bug Fixes and Hardware replacement service to
Integrator as follows:
3.2.1 Bug Fixes.
3.2.1.1 When required, Cisco will provide new
Software to Integrator to correct a problem,
or provide a network- bootable Software
image, as determined by Cisco.
3.2.1.2 Distribution Rights. Cisco grants Integrator
the right to distribute Bug Fixes to its End
Users provided the End User is currently
licensed to use the Software.
3.2.2 Hardware Support. Cisco will replace Product in
accordance with the warranty terms set forth in the
published Product warranty provided with the original
Product.
3.3 Resale of Services. Cisco will make the Services listed in
Attachment A, Services Availability, to this Exhibit available
to Integrator for resale to Integrator's End Users. Services
are subject to the availability limitations specified in
Attachment A.
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3.4 Support Agreements. Support will be provided to End Users
pursuant to a standard Cisco Support Agreement between Cisco
and End User. The Support Agreements to be used are provided
by Cisco. Notwithstanding anything to the contrary, nothing in
this Exhibit shall require Cisco to execute a Support
Agreement with an End User. Prior to commencing Services for
an End User, Cisco must receive the documents specified in
Section 4.1.2 of this Exhibit whereupon Cisco will:
3.4.1 Validate Product model and serial numbers.
3.4.2 Execute and return the Support Agreement and provide
an Equipment List (excluding charges) and the Support
Agreement number to the End User.
3.4.3 Provide a copy of the Equipment List (including
charges) and Support Agreement number to Integrator.
4.0 INTEGRATOR RIGHTS AND OBLIGATIONS.
4.1 Resale of Services. Subject to the terms and conditions of
this Exhibit, Integrator is authorized on a nonexclusive basis
to resell Services to End Users, according to the following
process:
4.1.1 Integrator resells the Services to an End User and
providing the End User with a copy of the standard
Cisco Support Agreement for review and signature.
Integrator and End User may not make any
modification(s) to the Support Agreement.
4.1.2 Cisco requires the following documents from
Integrator prior to commencing Services to End Users:
4.1.2.1 Submission via Ordering Tools of the
transaction details including but not
limited to Cisco brand Services ordered and
relevant End User information.
4.1.2.2 Signed standard Cisco Support Agreement by
the End User sent to the following address
(or such other address as may be notified to
Integrator and/or End User from time to
time):
Cisco Systems, Inc.
Customer Advocacy
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
4.1.2.3 Valid purchase order for the applicable
service price from Integrator.
4.1.2.4 Integrator's submission of incomplete or
incorrect documents will delay execution and
return of the standard Cisco Support
Agreement.
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4.1.3 Renewal of Support Agreements. Cisco renews the
Support Agreement through Integrator. Forty five (45)
days prior to renewing the Equipment List to the
Support Agreement, Cisco will send a renewal notice
to Integrator. Upon receipt of Cisco's notice of
renewal of the Equipment List for the End User,
Integrator will forward to Cisco either (i) the
completed renewal with purchase order or (ii) notice
of cancellation. If a renewal is not completed or
notice of cancellation is not received by Cisco
within thirty (30) days from the expiration date of
the Equipment List, Cisco reserves the right to renew
directly with the End User.
4.2 First Call. Integrator may take the First Call from the End
User and may open a case with Cisco on behalf of the End User
using Maintenance Contract Number. At all times the End User
has the option of calling Cisco directly for support. In
addition, integrator may request email notification whereby
Cisco notifies Integrator of End User activity with Cisco.
4.3 All calls opened by Integrator on behalf of the End User shall
be handled and escalated in accordance with the Cisco's
Problem Prioritization and Escalation Guideline (Appendix A).
4.4 Equipment List.
4.4.1 Integrator shall ensure that Product for which
Services are being provided under an End User's
Support Agreement are listed in the Equipment
List(s).
4.4.2 Integrator must provide thirty (30) days notice of
requested addition(s) to the Equipment List. In
addition, thirty (30) days notice is required for
Product relocations and service level/Product
configuration changes, where applicable. For Product
on the Equipment List which End User has moved to a
new location, Integrator will notify Cisco in writing
(i.e. via facsimile, electronic mail or using
Xxxxx.xxx).
4.4.3 The Equipment List may be revised for new Product,
service level upgrades and Product configuration
changes through submission of Integrator's purchase
order requesting such revisions and Cisco's
acceptance thereof (based on availability). For
changes, Cisco will charge the pro-rated difference
from the date upon which the change is requested to
the end of the impacted Equipment List's term.
4.5 Warranty Service.
4.5.1 Integrator shall provide to its End Users, at no
charge, all warranty service for a minimum of the
warranty period set forth in the published Product
warranty provided with the original Product. Warranty
shall commence upon shipment to the End User.
Warranty service consists of the following Software
and Hardware replacement services:
6
4.5.1.1 Integrator will distribute Bug Fixes to the
End User during the warranty period.
4.5.1.2 Integrator will meet the replacement
obligations as set forth in the then-current
published Product warranty applicable to the
particular Product sold to the End User.
4.5.2 Returns Coordination. For Product returned to Cisco
for replacement under warranty, Integrator will
comply with the following:
4.5.2.1 Coordinate the return of all failed parts,
freight and insurance prepaid, to the Cisco
designated location. For Product that has
been advance replaced pursuant to the
Product warranty terms, Integrator shall
return failed/defective Product within ten
(10) days of receipt of the replacement
Product; otherwise, Product will be invoiced
to Integrator at the then current list
price.
4.5.2.2 Comply with the following RMA procedure:
4.5.2.2.1 Ensure all Products are properly
packaged prior to being shipped,
and will include a written
description of the failure and
specification of any changes or
alterations made to the Product.
Product returned to Cisco will
conform in quantity and serial
number to the RMA request.
4.5.2.2.2 Tag each Product returned with the
RMA transaction number and a brief
description of the problem.
4.6 Unsupported End User List. If Integrator elects not to support
Product under this Exhibit, Integrator shall refer End User
information, including but not limited to End User name,
address and phone number to Cisco at the time of Product
purchase or renewal of support via any of the means described
in section 1.4 above. If Product becomes unsupported due to
End User decision at some point subsequent to initial
deployment, Integrator shall refer End User information to
Cisco within 90 days of equipment becoming unsupported.
5.0 PRICE AND PAYMENT TERMS.
5.1 DISCOUNTS.
5.1.1 UNIT-BASED MODEL. The price of Services to Integrator
for a period of twelve months from the Effective Date
("Unit-Based Measurement Period") shall be calculated
by applying Cisco's then current service list price
less the applicable discount based on Integrator's
ability to have attached Service to Product purchased
("Attach Rate") over the previous twelve (12) month
period on a units-based method ("Unit-Based") shown
below.
7
Determination of Unit-Based Attach Rate. Unit-Based
Attach Rate is established by calculating
Integrator's total number of Products covered by
Cisco brand services (per Attachment A) as a
percentage of the total number of Products purchased
over the most recent period of twelve (12) full
calendar months.
ATTACH RATE DISCOUNT
----------- --------
0%-35% 10%
36%-55% 15%
56%-74% 20%
75%+ 25%
5.1.2 REVENUE-BASED MODEL. The price of Services to
Integrator for a period of twelve months from
expiration of the Unit-Based Measurement Period and
for subsequent twelve month period(s) ("Revenue-Based
Measurement Period") shall be calculated by applying
Cisco's then-current service list price less the
applicable discount based on Integrator's ability to
have attached Service to Product purchased ("Attach
Rate") over the previous twelve (12) month period on
a revenue based method ("Revenue-Based") shown below.
Determination of Revenue-Based Attach Rate. Attach
Rate is calculated by Integrator's total monetary
value (U.S. Dollar) of Service actually sold over a
period of twelve months as a percentage of the total
monetary (U.S. Dollar) value of Service that would
have been payable had support attached to every
device purchased over the same twelve month period,
based on SMARTnet NBD list price. The Attach Rate
calculation only applies to service coverage on
Product originally sold by the Integrator and any
multi-year service contracts are amortized over the
life of the service coverage. Other Product is not
covered.
ATTACH RATE DISCOUNT
----------- --------
0%-35% 10%
36%-55% 15%
56%-74% 20%
75%+ 25%
Examples:
Integrator purchased 8 devices (6 of Device A and 2
of Device B) and sold support on 4 of Device A and 2
of Device B. Regardless of the level of service
actually sold on the device, SNT NBD pricing is used
to determine coverage value for calculating Attach
Rate. The NBD price for the Device A is $50 and for
Device B is $10. The Attach Rate is actual Service
sold (4x$50 plus 2x$10) divided by total dollar value
of Service (6x$50 plus 2x$10). 220/320=69% represents
the Attach Rate with a corresponding discount of 20%.
8
Multi-Year Scenario: Integrator purchased 1 device (1
of Device A) and sold 3 year support on the 1 device.
The NBD three year price for the Device A is $150.
The Attach Rate is calculated by dividing the
multi-year price by the number of years covered (in
this case, three years or $150/3) and crediting the
first year Attach Rate actual performance and Attach
Rate opportunity ($50). The Attach Rate actual
performance is the one year NBD value of service sold
($50) divided by the one year NBD value of the total
dollar value of Service ($50) and represents an
Attach Rate of 100% with a corresponding discount of
25%.
5.1.3 Cisco will review Integrator's actual service sales
Attach Rates at the time the Integrator renews the
Agreement with Cisco and at six month intervals using
a Revenue-Based Model approach during the term of the
Agreement. Cisco reserves the right to adjust
Integrator's resale discount at the time of review.
Any adjustment to the resale discount will be
communicated in writing to the Integrator by Cisco.
5.1.4 Integrator must have purchased Product for a minimum
of twelve months in order to determine the Attach
Rate. If Integrator has less than twelve months of
Product purchases, Integrator's discount will be ten
percent (10%).
5.1.5 Upon renewal of the Equipment List(s), the discount
will be the corresponding discount associated with
the Attach Rate.
5.1.6 The discounts listed above do not apply when
Integrator resells Cisco brand services for Other
Product. Integrator discount for Other Product shall
be fifteen percent (15%).
5.1.7 The discounts listed above do not apply when
Integrator resells Advanced Services. Integrator
Discount for Advanced Services shall be ten (10%)
percent.
5.2 All Services are invoiced annually in advance and payable
within thirty (30) days from the invoice date in U.S. Dollars
unless otherwise agreed to in the Agreement in writing.
5.3 All prices in the Equipment List(s) are exclusive of any taxes
and duties which, if applicable, shall be paid by Integrator.
Applicable taxes are billed as a separate item. In addition,
the following items will be billed to Integrator: time and
material fees and Product list price of replaced Product not
returned pursuant to the terms of End User's Support
Agreement.
5.4 This Agreement may be terminated by Cisco and/or Cisco may
suspend its performance immediately upon Notice if (i)
Integrator does not provide the Unsupported End User List
pursuant to Section 4.3 within thirty (30) days after the end
of the previous quarter and after Notice from Cisco or (ii)
Integrator fails to pay for the Services when due and fails to
make such payment within fifteen (15) days after Notice from
Cisco of such past due payment. Notwithstanding the above,
Cisco
9
shall have the right to seek payment for Services directly
from the End User in the event Integrator does not remit
payment to Cisco pursuant to the payment terms.
5.5 Integrator is free to determine its resale prices
unilaterally. Integrator understands that neither Cisco, nor
any employee or representative of Cisco, may give any special
treatment (favorable or unfavorable) to Integrator as a result
of Integrator's selection of resale prices. No employee or
representative of Cisco or anyone else has any authority to
specify what Integrator's resale prices for the Services must
be, or to inhibit in any way, Integrator's pricing discretion
with respect to the Services.
5.6 Support for Other Product. Integrator may support Other
Product under the following conditions: Integrator provides
Cisco (i) a request to support Other Product and (ii) a letter
from the End User including a request for Service from the
Integrator and a list of the Product(s) and serial number(s)
to be supported.
6.0 GENERAL.
6.1 Entitlement. Integrator acknowledges that an End User is
entitled to receive support services only on Product for which
Integrator has paid the applicable license and support fees to
Cisco. Integrator agrees to assist Cisco with enforcement of
End User entitlement as necessary.
6.2 Disclosure of Contract Information.Integrator acknowledges and
agrees that in no event shall any of the information contained
in this Exhibit or Integrator's Agreement number be disclosed
to any third party.
6.3 Representations and Warranties. Integrator shall not make any
representations or warranties on behalf of Cisco, except as
expressly authorized herein or as expressly authorized by
Cisco in writing. Neither Integrator nor Cisco will make any
obligation to End Users on behalf of the other, nor commit the
resources of the other to End Users.
6.4 Independent Contractors. The relationship of Cisco and
Integrator established by this Exhibit is that of independent
contractors, and nothing contained in this Exhibit shall be
construed to (i) give either party the power to direct and
control the day-to-day activities of the other, (ii)
constitute the parties as joint venturers, co-owners or
otherwise as participants in a joint or common undertaking, or
(iii) allow Integrator to create or assume any obligation on
behalf of Cisco for any purpose whatsoever. All financial
obligations associated with Integrator's business are the sole
responsibility of Integrator. All sales and other agreements
between Integrator and its End Users are Integrator's
exclusive responsibility and shall have no effect on
Integrator's obligations under this Agreement. Integrator
shall be solely responsible for, and shall indemnify and hold
Cisco free and harmless from, any and all claims, damages or
lawsuits {including Cisco's attorneys' fees) arising out of
the acts of Integrator, its employees or its agents.
6.5 Indemnification. Integrator hereby indemnifies and holds Cisco
harmless from any claim, loss, damage or expense, including
reasonable court costs and attorney's fees,
10
resulting from any claim made by End User against Cisco
hereunder under claim of a third party beneficiary or
otherwise. This shall not limit Cisco's obligations, subject
to the terms and conditions of this Agreement, to provide the
Services described herein.
11
ATTACHMENT A TO EXHIBIT C-2
SERVICES AVAILABILITY
TECHNICAL SUPPORT SERVICES AVAILABILITY
----------------------------------------------- -----------------------------------------------------------
SMARTnet 8x5xNext Business Day ("NBD") Please confirm via the Services Availability Matrix ("XXX")
SMARTnet 8x5x4 tool on Xxxxx.xxx, located at the following URL:
SMARTnet 24x7x4 xxxx://xxx.xxxxx.xxx/xxxxxx/xxxxx.x/xxxxxx/XXX/xxx
SMARTnet 24x7x2 xxx landing.cgi
SMARTnet Onsite 8x5xNBD
SMARTnet Onsite 8x5x4
SMARTnet Onsite 24x7x4
SMARTnet Onsite 8x5x2
Software Application Services ("SAS") Software
Application Services with Updates ("SASU")
ADVANCED SERVICES AVAILABILITY
------------------------------------------------------------------------ ------------------------------------------------
Focused Technical Support/Network Optimization Support (FTS/NOS) - Please confirm availability of Advanced Services
configuration as selected by Customer and further detailed on Purchase with the Cisco sales representative
Order.
Technology Application Support (TAS) - configuration
as selected by Customer and further detailed on
Purchase Order
Total Implementation Services (TIS)
Network Deployment Mentoring (NDM)
A current list of Services is provided above. List may be
updated from time to time. Current information is available
upon request.
APPENDIX A
CISCO PROBLEM PRIORITIZATION AND ESCALATION GUIDELINE
To ensure that all problems are reported in a standard format, Cisco has
established the following problem priority definitions. These definitions will
assist Cisco in allocating the appropriate resources to resolve problems.
Integrator must assign a priority to all problems submitted to Cisco.
PROBLEM PRIORITY DEFINITIONS:
Priority 1: An existing network is down or there is a
critical impact to the End User's business operation.
Cisco, Integrator and End User will commit full-time
resources to resolve the situation.
Priority 2: Operation of an existing network is severely
degraded, or significant aspects of the End User's
business operation are being negatively impacted by
unacceptable network performance. Cisco, Integrator
and End User will commit full-time resources during
Standard Business Hours to resolve the situation.
Priority 3: Operational performance of the network is
impaired white most business operations remain
functional. Cisco, Integrator and End User are
willing to commit resources during Standard Business
Hours to restore service to satisfactory levels.
Priority 4: Information or assistance is required on Cisco
product capabilities, installation, or configuration.
There is clearly little or no impact to the End
User's business operation. Cisco, Integrator and End
User are willing to provide resources during Standard
Business Hours to provide information or assistance
as requested.
Cisco encourages Integrator to reference this guide when Integrator-initiated
escalation is required. If Integrator does not feel that adequate forward
progress or the quality of Cisco service is satisfactory, Cisco encourages
Integrator to escalate the problem ownership to the appropriate level of Cisco
management by asking for the TAC Duty Manager.
CISCO ESCALATION GUIDELINE:
Elapsed
Time Priority 1 Priority 2 Priority 3 Priority 4
1-Hour Customer
Engineering Manager
4-Hour Technical Support Customer Engineering
Director Manager
24-Hour Vice President Technical Support
Customer Advocacy Director
48-Hour President (CEO) Vice President
Customer Advocacy
72-Hour Customer Engineering
Manager
96-Hour President (CEO) Technical Support Customer
Director Engineering
Manager
Note: Priority 1 problem escalation times are measured in calendar hours 24
hours per day, 7 days per week. Priority 2, 3 and 4 escalation times
correspond with Standard Business Hours. The Cisco Manager to which the
problem is escalated will take ownership of the problem and provide the
Integrator with updates. Cisco recommends that Integrator-initiated
escalation begin at the Customer Engineering Manager level and proceed
upward using the escalation guideline shown above for reference. This
will allow those most closely associated with the support resources to
correct any service problems quickly.
ACCESSING TAC:
North America, South America: x0-000-000-0000 (within the United States)
x0-000-000-0000
Europe, Middle East, Africa: x00-0-000-0000
Asia Pacific: x0-000-000-000 (within Australia)
x00-0-0000-0000
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