EXHIBIT 10.34
Authorization Letter No. 1
Under the Master Services Agreement dated April 1, 2002
April 1, 2002
Storage Technology Corporation
Xxx XxxxxxxXxx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxx Xxxxx
Re: Authorization Letter No. 1
Ladies and Gentlemen:
This letter ("Authorization Letter No. 1") will confirm the mutual understanding
and agreement of Storage Technology Corporation ("StorageTek"), Electronic Data
Systems Corporation ("EDS") and EDS Information Services, LLC ("EIS") as to the
terms and conditions pursuant to which EDS, itself and through its direct and
indirect wholly owned subsidiaries, including EIS, will perform the Services
described in this Authorization Letter No. 1. All references to EDS in this
Authorization Letter No. 1 will be deemed to include all such subsidiaries, and
EDS and StorageTek may be referred to in this Authorization Letter No. 1
individually as a "party" and together as the "parties." Capitalized terms not
defined herein will have the meaning given them in the Agreement (as defined
below). The terms and conditions of this Authorization Letter No. 1 are as
follows:
1. This Authorization Letter No. 1 is entered into by the parties under the
provisions of that certain Master Services Agreement dated as of April 1,
2002 (the "Agreement"), and, except as otherwise provided in this
Authorization Letter, all applicable provisions of this Agreement are
incorporated into this Authorization Letter No. 1 by this reference.
2. The term of this Authorization Letter will commence on April 1, 2002 (the
"Authorization Letter Effective Date"), and, unless earlier terminated as
provided in the Agreement or this Authorization Letter, will expire on
April 15, 2012 (the "Authorization Letter Term"). The Authorization Letter
Term may be extended by the mutual written agreement of the parties.
3. During the Authorization Letter Term, EDS will provide to StorageTek the
"Services" described in the attached Exhibit A, named Schedule A-1
StorageTek IT Statement of Work (the "SOW").
4. EDS will begin performing the Services on April 16, 2002 (the "Services
Commencement Date").
5. In the course of performing the Services under this Authorization Letter,
EDS will comply with the Service Levels set forth in Appendix C to the SOW
(Service Levels), referred to in Exhibit B to this Authorization Letter
(Service Levels, Service Credits and Service Level Termination Events) in
accordance with the provisions of this Authorization Letter and the
Agreement, including without limitation, Section 1.14 of the Agreement.
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6. For the Services rendered by EDS under this Authorization Letter No. 1,
StorageTek will pay to EDS the amounts set forth in Exhibit C to this
Authorization Letter, subject to and in accordance with the provisions of
this Authorization Letter and the Agreement, including without limitation
Article 8 of the Agreement.
7. Under and in accordance with the provisions of the Agreement (including but
not limited to Sections 1.14(c)(iii)(2) and 5.3(a) and this Authorization
Letter No. 1, including without limitation, Section 4.1 of the Agreement,
StorageTek's responsibilities are set forth throughout the SOW.
8. The equipment and software used for the Services are specified throughout
the SOW.
9. Under Section 2.1(a) of the Agreement, with respect to this Authorization
Letter, the initial STK Authorization Letter Representative and the initial
EDS Authorization Letter Representative are set forth in Appendix G to the
SOW as the Lead Liaisons, and for the convenience of the parties listed on
Exhibit D to this Authorization Letter.
10. Under and in accordance with the provisions of the Agreement, including
without limitation Section 3.4 of the Agreement, certain positions at
StorageTek will be assumed by EDS (Assumed Positions) and certain
StorageTek employees will be eligible to become employees of EDS (Eligible
Employees) on or after the Services Commencement Date. With respect to this
Authorization Letter No. 1, the Assumed Positions are set forth in Exhibit
E-1 and the Eligible Employees are set forth in Exhibit E-2.
11. Unless otherwise set forth in the SOW, after the second anniversary of the
Services Commencement Date of this Authorization Letter, StorageTek may
notify EDS of its intention to terminate this Authorization Letter No. 1 at
its convenience by notifying EDS in writing at least one hundred and eighty
(180) days prior to the effective date of such termination (the
"Convenience Termination Date") as long as StorageTek is not then and does
not become during such notice period in default under this Authorization
Letter No. 1 prior to the Convenience Termination Date and pays EDS on or
before the Convenience Termination Date the applicable Termination Fees set
forth in Exhibit F.
12. Under and in accordance with the provisions of the Agreement, including
without limitation Section 3.1(b) of the Agreement, certain Key EDS
Positions must be staffed by EDS in accordance with the provisions of
Section 3.1(b) of the Agreement. With respect to this Authorization Letter
No. 1, the Key EDS Positions are set forth in Exhibit G.
14. The parties agree to use the Task Order template attached as Exhibit H or
another mutually agreeable form, if the scope of the proposed additional
services requires additional or different information that is set forth in
such template. The Task Order is to be used to add additional services that
are within the scope of this SOW in an amount not to exceed $1 million to
be paid to EDS by StorageTek for such services. The Task Order process is
engaged in the event that either (i) StorageTek requests additional
services to be performed by EDS under the SOW, or (ii) EDS notifies
StorageTek that services need to be performed and are not at that time
within the project scope and/or Resource Baseline. In such case, the
parties will complete the Task Order form to describe the services to be
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covered, the deliverables to be completed, the time lines, the cost, the
budget, any applicable Service Levels (and their designations as Critical,
Measured or otherwise), reporting requirements and any other applicable
information necessary to fully document the proposed services.
15. The Knowledge Holders for StorageTek, as referenced in Sections 1.6 and
6.2(d)(i) of the MSA, are as set forth in Exhibit I.
16. The Authorization Letter Damage Limit for this Authorization Letter No. 1
is ten million dollars ($10,000,000).
Please confirm your agreement with the above provisions by signing a copy of
this letter and returning it to me.
Sincerely,
ELECTRONIC DATA SERVICES CORPORATION
By:
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Title:
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CONFIRMATION OF AGREEMENT:
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STORAGE TECHNOLOGY CORPORATION
By:
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Title:
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