Exhibit 10.25
CUSTOMER SOLUTIONS AGREEMENT
AGREEMENT #4999CN0001
This Agreement dated as of December 29,1998 ("Effective Date"), between
International Business Machines Corporation ("IBM") and OAO Technology Solutions
("OAOT"), establishes the basis for a multinational procurement relationship
under which OAOT will provide IBM, or its Customer, the Deliverables and
Services described in SOW's issued under this Agreement.
1.0 Definitions:
"Affiliates" means entities that directly or indirectly control, are controlled
by, or are under common control with a party to this Agreement and that have
signed a PA.
"Agreement" means this agreement and any relevant Statements of Work ("SOW"),
Work Authorizations ("WA"), Participation Attachments ("PA"), and other
attachments or appendices specifically referenced in this Agreement.
"IBM" means either IBM or one of its Affiliates.
"IBM Personnel" means agents, employees, contractors or remarketers engaged by
IBM.
"Customer" means IBM's customer as identified in a SOW.
"Deliverable" means any item that OAOT prepares for or provides to IBM or
Customer as described in a SOW. Deliverables include Products, Developed Works,
Preexisting Materials and Tools.
"Derivative Work" means a work that is based on an underlying work and that
would be a copyright infringement if prepared without the authorization of the
copyright owner of the underlying work.
"Developed Works" means Deliverables including their Externals, developed in the
performance of this Agreement that IBM or Customer will own, and does not
include Preexisting Materials, Tools, or items specifically excluded in a SOW.
"Equipment" means a machine, its features, elements, cables, or accessories,
including the documentation required to install, support, use, and maintain it.
"Externals" means any pictorial, graphic, or audiovisual works generated by
execution of code and any programming interfaces, languages or protocols
implemented in code to enable interaction with other computer programs or end
users. Externals do not include the code that implements them.
"Invention" means any idea, design, concept, technique, invention, discovery or
improvement, whether or not patentable, conceived or reduced to practice by OAOT
or OAOT Personnel in performance of this Agreement.
"Joint Invention" means any Invention made by OAOT or OAOT Personnel with IBM
Personnel.
"Materials" means Developed Works and Preexisting Materials, if any.
"Participation Agreement" or "PA" means an agreement signed by an Affliate or
Affiliates which incorporates by reference the terms and conditions in this
agreement, any relevant SOW, and any other attachments or appendices
specifically referenced in the PA.
"Preexisting Materials" means items including their Externals, contained within
a Deliverable, in which the copyrights are owned by a third party or that OAOT
prepared or had prepared outside the scope of this Agreement. Preexisting
Materials exclude Program Products and Tools, but may include material that is
created by the use of Tools.
"Prices" means the agreed upon prices and currency for Deliverables and
Services, including all applicable taxes, as specified in the relevant SOW.
"Products" means Equipment or Program Products.
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"Program Products" means OAOT's commercially available software and the
documentation required to install, support, use, and maintain it.
"Services" means the services identified in the relevant SOW.
"Statement of Work" or "SOW" means any document attached to or included in this
Agreement which describes the Deliverables and Services, including any
requirements, specifications, exhibits or schedules.
"OAOT" means either OAOT or one of its Affiliates.
"OAOT Personnel" means agents, employees or subcontractors engaged by OAOT.
"Tools" means not commercially available software, and their Externals, required
for the development, maintenance or implementation of a software Deliverable
other than a Program Product.
"Work Authorization" or "WA" means a purchase order or other IBM designated
document, in either electronic or hard copy form, issued by IBM's procurement
personnel, and is the only authorization for OAOT to perform any work under this
Agreement. A SOW is a WA only if designated as such in writing by IBM.
2.0 Statement of Work: OAOT will provide Deliverables and Services as specified
in the relevant SOW only when specified in a WA. OAOT will begin work only after
receiving a WA from IBM. IBM may request changes to a SOW and OAOT will submit
to IBM the impact of such changes. Changes accepted by IBM will be specified in
an amended SOW or change order signed by both parties.
3.0 Term and Termination
3.1 Term: Deliverables and Services acquired by IBM or Customer on or after the
Effective Date will be covered by this Agreement. This Agreement will remain in
effect until terminated.
3.2 Termination of this Agreement: Either party may terminate this Agreement,
without any cancellation charge, for a material breach of the Agreement by the
other party or if the other party becomes insolvent or files or has filed
against it a petition in bankruptcy ("Cause"), to the extent permitted by law.
Such termination will be effective at the end of a thirty (30) day written
notice period if the Cause remains uncured.
3.3 Termination of a SOW or WA: IBM may terminate a SOW or a WA with or without
Cause in accordance with the terms of the SOW. Upon termination, in accordance
with IBM's written direction, OAOT will immediately: (i) cease work; (ii)
prepare and submit to IBM an itemization of all completed and partially
completed Deliverables and Services; (iii) deliver to IBM Deliverables
satisfactorily completed up to the date of termination at the agreed upon Prices
in the relevant SOW; and (iv) deliver upon request any work in process. In the
event IBM terminates without Cause, except as a result of Customer's termination
of its agreement with IBM, IBM will compensate OAOT for the actual and
reasonable expenses incurred by OAOT for work in process up to and including the
date of termination provided OAOT uses reasonable efforts to mitigate IBM's
liability under this Subsection by, among other actions, accepting the return
of, returning to its suppliers, selling to others, or otherwise using the
canceled Deliverables (including raw materials or work in process) and provided
such expenses do not exceed the Prices.
4.0 Pricing
4.1 Pricing: OAOT will provide Deliverables and Services to IBM for the
Prices. Except for pre-approved expenses specified in the relevant SOW, the
Prices for Deliverables and Services specified in a WA and accepted by IBM will
be the only amount due to OAOT from IBM. OAOT is not entitled to payment under
this Agreement for activities also covered by a Business Partner Agreement with
IBM.
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4.2 Competitive Pricing: If OAOT offers lower prices to another customer for
like or lesser quantities of Deliverables or Services during the same period and
under similar terms and conditions as IBM, those prices will be made known and
available to IBM at the time of their availability to the customer. Prices will
at least be competitive with industry prices and, if not, OAOT will use
reasonable efforts to adjust its Prices so that they are competitive.
4.3 Productivity Improvement and Cost Reduction Discounts: OAOT will use
reasonable efforts to maintain and implement a comprehensive productivity
improvement plan including, but not limited to, process improvement and cycle
time reduction initiatives. Cost reductions provided as a result of productivity
improvements or reductions in cost to OAOT prior to delivery will be shared by
the parties as mutually agreed upon by the parties.
4.4 Special Bid Pricing Discounts: OAOT will use reasonable efforts to secure
manufacturer volume discounts whenever available. Cost reductions provided as a
result of special bid pricing will be passed through to IBM. At IBM's request,
OAOT will provide documentation that special bid pricing was solicited.
4.5 End of Life and Discontinued Product Discounts: OAOT will provide IBM
discount price information on discontinued or end-of-life Product, and pass such
Price reductions on to IBM.
4.6 Rebates: OAOT Will pass through to IBM or Customer rebates provided by the
original manufacturer.
5.0 Payments and Acceptance: Terms for payment will be specified in the relevant
SOW or WA. Payment of invoices will not be deemed acceptance of Deliverables or
Services, but rather such Deliverables or Services will he subject to inspection
test and rejection in accordance with the acceptance or completion criteria as
specified in the relevant SOW. IBM or Customer may, at its option, either reject
Deliverables or Services that do not comply with the acceptance or completion
criteria for a refund, or require OAOT, upon IBM's written instruction, to
repair or replace such Deliverables or re-perform such Service, without charge
and in a timely manner.
6.0 Warranties
6.1 Ongoing Warranties: OAOT makes the following ongoing representations and
warranties: (i) OAOT has the right to enter into this Agreement and its
performance of this Agreement will not violate the terms of any contract,
obligation, law, regulation or ordinance to which it is or becomes subject; (ii)
no claim, lien, or action exists or is threatened against OAOT that would
interfere with IBM's rights under this Agreement; (iii) Deliverables are free
from defects in design (except for written designs provided by IBM unless such
designs are based entirely on OAOT's specifications), material and workmanship
and will conform to the warranties, specifications and requirements in this
Agreement for one year from the date of acceptance; (iv) Deliverables are safe
for any use consistent with the warranties, specifications and requirements in
this Agreement; (v) Services will be performed using reasonable care and skill
and in accordance with the relevant SOW; (vi) Deliverables and Services are Year
2000 ready such that they are capable of correctly processing, providing,
receiving and displaying date data, as well as exchanging accurate date data
with all products with which the Deliverables or Services are intended to be
used within and between the twentieth and twenty-first centuries; (vii)
Deliverables and Services are euro-ready such that they will correctly process,
send, receive, present, store, and convert monetary data in the euro
denomination, respecting the euro currency formatting conventions (including the
euro symbol); (viii) none of the Deliverables contain nor are any of the
Deliverables manufactured using ozone depleting substances known as haloes,
chlorofluorocarbons, methyl chloroform
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and carbon tetrachloride; (ix) Deliverables are new and do not contain used or
reconditioned parts; (x) Deliverables will be tested for, and do not contain,
harmful code; (xi) Deliverables and Services do not infringe any privacy,
publicity, reputation or intellectual property right of a third party; (xii) all
authors have agreed not to assert their moral rights (personal rights associated
with authorship of a work under applicable law) in the Deliverables, to the
extent permitted by law; and (xiii) OAOT is incorporated or organized as a
partnership.
6.2 Standard Warranties: IBM may pass OAOT's standard warranty, for Equipment or
Program Products through to the Customer. The Customer may deal directly with
OAOT under such warranty and in the event OAOT's standard warranty is more
favorable than the warranties in this Agreement, OAOT"s standard warranty will
apply. If OAOT is not the original manufacturer, OAOT will pass through to IBM
or Customer all warranties provided by the original manufacturer. In the event
of a conflict between OAOT's standard warranties, original manufacturers
warranties and the warranties in this Agreement, the warranties more favorable
to IBM or Customer apply.
THE WARRANTIES AND CONDITIONS IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER
WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE WARRANTIES OR
CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.
6.3 Warranty Redemption: If Deliverables or Services do not comply with the
warranties in this Agreement, OAOT will repair or replace Deliverables or
re-perform Services, without charge and in a timely manner. If OAOT fails to do
so, IBM or Customer may repair or replace Deliverables or re-perform Services
and OAOT will reimburse IBM for actual and reasonable expenses.
7.0 Delivery
7.1 Delivery Logistics: Delivery under this Agreement means delivery to the
location and delivery point as specified in the relevant SOW. IBM may cancel or
reschedule the delivery date or change the delivery point as specified in the
relevant SOW. Risk of loss and title to any tangible property will pass to
Customer at the delivery point.
7.2 On Time Delivery: Deliverables or Services will be delivered as specified in
the relevant SOW. If OAOT cannot comply with the delivery commitment, OAOT will
promptly notify IBM of a revised delivery date and IBM may (i) cancel without
charge Deliverables or Services not yet delivered; (ii) procure such
Deliverables or Services elsewhere and charge OAOT the cost differential; and
(iii) exercise all other remedies provided at law, in equity and in this
Agreement.
8.0 Intellectual Property
8.1 Work Made for Hire: All Developed Works belong exclusively to IBM and are
works made for hire. If any Developed Works are not considered works made for
hire owned by IBM by operation of law, OAOT assigns the ownership of copyrights
in such works to IBM.
8.2 Preexisting Materials: OAOT will not include any Preexisting Materials in
any Deliverable unless they are listed in the relevant SOW. OAOT grants IBM a
nonexclusive, worldwide, perpetual, irrevocable, paid-up license to prepare and
have prepared Derivative Works of Preexisting Materials and to use, have used,
execute, reproduce, transmit, display, perform, transfer, distribute, and
sublicense Preexisting Materials or their Derivative Works, and to grant others
the rights granted in this Subsection.
8.3 Tools: OAOT will not include Tools in Deliverables unless they are listed in
the relevant SOW. OAOT grants IBM a nonexclusive, worldwide, perpetual,
irrevocable, paid-up, license to prepare and have prepared Derivative Works of
Tools, and to use, have used, execute, reproduce, transmit, display and perform
Tools or their Derivative Works. The rights and licenses granted by OAOT to IBM
under this subsection include the right of IBM to authorize others to exercise
any of the rights granted to IBM in this Subsection.
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8.4 Invention Rights: OAOT grants to IBM and Customer an irrevocable,
nonexclusive, worldwide, perpetual, paid-up license under Inventions (including
any patent applications filed on or patents issued claiming Inventions). The
license scope is to make, have made, use, have used, sell, license or transfer
items and to practice and have practiced methods.
8.5 Joint Invention Rights: The parties will jointly own all joint Inventions
and resulting patents. Either party may license others under Joint Inventions
(including any patent applications filed on or patents issued claiming Joint
Inventions) without accounting to or consent from the other.
8.6 Perfection of Copyrights: Upon request, OAOT will provide to IBM a
"Certificate of Originality" or equivalent documentation to verify authorship of
Deliverables. OAOT will confirm assignment of copyright for Developed Works
using the "Confirmation of Assignment of Copyright" form and will assist IBM in
perfecting such copyrights. OAOT will be responsible for registration,
maintenance and enforcement of copyrights for Preexisting Materials. If OAOT
does not register a copyright to Preexisting Materials, OAOT authorizes IBM to
act as its agent in the copyright registration of such Preexisting Materials.
8.7 Perfection of Invention Rights: OAOT will identify all countries in which it
will seek patent protection for each Invention. OAOT authorizes IBM to act as
its agent in obtaining patent protection for the Inventions in countries where
OAOT does not seek patent protection. OAOT will, at Buyers expense, assist in
the filing of patent applications on Inventions and have required documents
signed.
8.8 Trademarks: This Agreement does not grant either party the right to use the
other party's trademarks, trade names or service marks.
8.9 Program Products: Customer will receive a license agreement from IBM or OAOT
for Program Products, to which IBM is not a party nor liable for violations. If
a Program Product is available under an existing IBM agreement, the terms of
that agreement will control distribution of that Program Product. IBM may
install and test Program Products for Customer without charge. For recurring
charge licenses IBM will notify OAOT when to begin invoicing Customer, if
applicable.
9.0 Indemnification
9.1 General Indemnification: OAOT will defend, hold harmless and indemnify,
including attorneys fees, IBM and IBM Personnel against claims that arise or are
alleged to have arisen as a result of negligent or intentional acts or omissions
of OAOT or OAOT Personnel or breach by OAOT of any term of this Agreement.
9.2 Intellectual Property Indemnification: OAOT will defend, or at IBM's option
cooperate in the defense of hold harmless and Indemnify, including attorney's
fees, IBM, IBM Personnel and Customer from claims that OAOT's Deliverables or
Services infringe the intellectual property, rights of a third party. If such a
claim is or is likely to be made, OAOT will, at its own expense, exercise the
first of the following remedies that is practicable: (i) obtain for IBM and
Customer the right to continue to use, sell and license the Deliverables and
Services consistent with this Agreement; (ii) modify Deliverables and Services
so they are non-infringing and to compliance with this Agreement; (iii) replace
the Deliverables and Services with infringing ones that comply with this
Agreement; or (iv) at IBM's request, accept the cancellation of infringing
Services and the return of infringing Deliverables and refund any amount paid.
9.3 Exceptions to Indemnification: OAOT will have no obligation to indemnify
IBM, IBM Personnel or Customer for claims that OAOT's Deliverables or Services
infringe the intellectual property rights of a third party to the extent such
claims arise as a result of: (i) IBM's or Customer s combination of Deliverables
or Services with other products or services not foreseeable by OAOT; (ii) OAOT's
implementation of an IBM originated design; or (iii) IBM's or Customer's
modification of the Deliverables.
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10.0 Limitation of Liability: Except for liability under the Section entitled
Indemnification, in no event will either party be liable to the other for any
lost revenues, lost profits, incidental, indirect, consequential, special or
punitive damages.
11.0 OAOT and OAOT Personnel: OAOT is an independent contractor and this
Agreement does not create an agency, partnership, or joint venture relationship
between IBM and OAOT or IBM and OAOT Personnel. IBM assumes no liability or
responsibility for OAOT Personnel. OAOT will: (i) ensure it and OAOT Personnel
are in compliance with all laws, regulations, ordinances, and licensing
requirements; (ii) be responsible for the supervision, control, compensation,
withholdings, health and safety of OAOT Personnel; (iii) ensure OAOT Personnel
performing Services on IBM's or Customer's premises comply with the On Premises
Guidelines; and (iv) inform IBM if a former employee of IBM will be assigned
work under this Agreement, such assignment subject to IBM approval.
12.0 Electronic Commerce: The parties will conduct transactions using an
electronic commerce approach under which the parties will electronically
transmit and receive legally binding purchase and sale obligations
("Documents"), including electronic credit entries transmitted by IBM to the
OAOT account specified in the relevant SOW. Each party, at its own expense, will
provide and maintain the equipment, software, services and testing necessary for
it to effectively and reliably transmit and receive such Documents. Either party
may use a third party service provider for network services, provided the other
party is given sixty, (60) days prior written notice of any changes to such
services. A Document will be deemed received upon arrival at the receiving
party's mailbox or Internet address and the receiving party will promptly send
an acknowledgment of such receipt. The receiving party will promptly notify the
originating party if a Document is received in an unintelligible form, provided
that the originating party can be identified. In the absence of such notice, the
originating party's record of the contents of such Document will prevail. Each
party will authenticate Documents using a digital signature or User ID, as
specified by IBM, and will maintain security procedures to prevent its
unauthorized use.
13.0 Recordkeeping and Audit Rights: OAOT will maintain (and provide to IBM upon
request) relevant accounting records to support invoices under this Agreement
and proof of required permits and professional licenses, for three (3) years
following completion or termination of the relevant SOW. All accounting records
will be maintained in accordance with generally accepted accounting principles.
14.0 General
14.1 Amendments: This Agreement may only be amended by a writing specifically
referencing this Agreement which has been signed by authorized representatives
of the parties.
14.2 Assignment: Neither party will assign their rights or delegate or
subcontract their duties under this Agreement to third parties or affiliates
without the prior written consent of the other party, such consent not to be
withheld unreasonably, except that IBM may assign this Agreement in conjunction
with the sale of a substantial part of its business utilizing this Agreement.
Any unauthorized assignment of this Agreement is void.
14.3 Choice of Law and Forum and Limitation of Action: Except as required by
local law in any jurisdiction outside of the United States, this Agreement and
the rights and obligations of the parties under this Agreement will be governed
by and construed in accordance with the laws of the State of New York, without
giving effect to the principles thereof relating to the conflicts of laws.
Unless otherwise provided by local law without the possibility of contractual
waiver or limitation, any legal or other action related to this Agreement must
be commenced no later than two (2) years from the date on which the claim of
action arose.
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14.4 Communications: All communications between the parties regarding this
Agreement will be conducted through the parties' representatives as specified in
the relevant SOW.
14.5 Counterparts: This Agreement may be signed in one or more counterparts,
each of which will be deemed to be an original and all of which when taken
together will constitute the same agreement. Any copy of this Agreement made by
reliable means is considered an original.
14.6 Exchange of Information: Unless required otherwise by law, all information
exchanged by the parties will be considered non-confidential. If the parties
require the exchange of confidential information, such exchange will be made
under a confidentiality agreement. The parties will not publicize the terms or
conditions of this Agreement in any advertising, marketing or promotional
materials except as may be required by law, provided the party publicizing
obtains any confidentiality treatment available. OAOT will use information
regarding this Agreement only in the performance of this Agreement.
14.7 Freedom of Action: This Agreement is nonexclusive and either party may
design, develop, manufacture, acquire or market competitive products or
services. IBM will independently establish prices for resale of Deliverables or
Services and not obligated to announce or market any Deliverables or Services
and does not guarantee the success of its marketing efforts, if any.
14.8 Force Majeure: Neither party will be in default or liable for any delay or
failure to comply with this Agreement due to any cause beyond the control of the
affected party, excluding labor disputes, provided such party immediately
notifies the other.
14.9 Obligations of Affiliates: Affiliates will acknowledge acceptance of the
terms and conditions of this Agreement through the signing of a PA before
conducting any transaction under this Agreement.
14.10 Prior Communications and Order of Precedence: This Agreement replaces any
prior oral or written agreements or other communication between the parties with
respect to the subject matter of this Agreement, excluding any confidential
disclosure agreements. In the event of any conflict in these documents, the
order of precedence will be: (i) the quantity, payment and delivery terms of the
relevant WA; (ii) the relevant SOW; (iii) the relevant PA; (iv) this agreement:
and (v) the remaining terms of the relevant WA.
14.11 Severability: If any term in this Agreement is found by competent judicial
authority to be unenforceable in any respect, the validity of the remainder of
this Agreement will be unaffected, provided that such unenforceability does not
materially affect the parties' rights under this Agreement.
14.12 Survival: The provisions set forth in the following Sections and
Subsections of this Agreement will survive after termination of this Agreement
and will remain in effect until fulfilled: "Ongoing Warranties", "Intellectual
Property", "Indemnification", "Limitation of Liability", "Record Keeping and
Audit Rights", "Choice of Law and Forum and Limitation of Action", "Exchange of
Information", and "Prior Communications and Order of Precedence".
14.13 Waiver: An effective waiver under this Agreement must be in writing signed
by the party waiving its right. A Waiver by either party, of any instance of the
other party's noncompliance with any obligation or responsibility under this
Agreement will not be deemed a waiver of subsequent instances.
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ACCEPTED AND AGREED TO:
IBM Signature
By: Xx. Xxxxx X. Xxxxxxxx
Director, Customer Solutions Procurement
IBM Address: Xxxxx 000, Xxxxxx, XX 00000
12/29/1998
OAOT Signature
By: Xx. Xxxxxxx Xxxxx
Chief Executive Officer, OAO Technologies Solutions, Inc.
OAOT Address: 0000 Xxxxxxxx Xxxxxx Xx., Xxxxxxxxx. XX 00000
12/29/1998
1.0 Access to Premises: OAOT will ensure that OAOT Personnel assigned to work on
IBM's or Customer's premises will: (i) participate in a preemployment criminal
background check covering the counties in which the person was employed or
resided for the past seven years (or longer as required by State legislation),
and inform IBM of any negative findings; (ii) maintain a current and complete
list of the persons' names and social security numbers; (iii) obtain for each
person a valid identification badge from IBM and ensure that it is displayed to
gain access to and while on IBM's or Customer's premises (it is IBM's policy to
deactivate any such badge if not used for one month); (iv) maintain a signed
acknowledgment that each person will comply with IBM's Safety & Security
Guidelines including search guidelines; (v) ensure that each person with regular
access to IBM's or Customer's premises registers their vehicles with IBM and
comply with all parking restrictions; (vi) inform IBM if a former employee of
IBM will be assigned work under this Agreement, such assignment subject to IBM
approval, (vii) at IBM's request, remove a person from IBM's or Customer's
premises and not reassign such person to work on IBM's or Customer's premises
(IBM is not required to provide a reason for such request), and (viii) notify
IBM immediately upon completion or termination of any assignment and return
IBM's identification badge. Upon IBM's request OAOT will provide documentation
to verify compliance with this Subsection.
2.0 General Business Activity Restrictions: OAOT will ensure that OAOT Personnel
assigned to work on IBM's or Customer's premises: (i) will not conduct any
non-IBM related business activities (such as interviews, hirings, dismissals or
personal solicitations) on IBM's or Customer's premises; (ii) will not conduct
OAOTs Personnel training on IBM's or Customer's premises, except for on-the-job
training; (iii) will not attempt to participate in IBM benefit plans or
activities; (iv) will not send or receive non-IBM related mail through IBM's
trail systems; and (v) will not sell, advertise or market any products or
distribute printed, written or graphic materials on IBM's or Customer's premises
without IBM's written permission.
3.0 Safety and Security: OAOT will ensure that OAOT Personnel assigned to work
on IBM's or Customer's premises: (i) do not bring weapons of any kind onto IBM's
or Customers premises; (ii) do not manufacture, sell, distribute, possess, use
or be under the influence of controlled substances (for nonmedical reasons) or
alcoholic beverages while on IBM's or Customer's promises; (iii) do not have in
their possession hazardous materials of any kind on IBM's or Customers premises
without IBM's authorization; (iv) acknowledge that all persons, property, and
vehicles entering or leaving IBM's or Customer's premises are subject to search;
and (v) remain in authorized areas only (limited to the work locations,
cafeterias, rest rooms and, in the event of a medical emergency, IBM's medical
facilities). OAOT will
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promptly notify IBM of any accident or security incidents involving loss of or
misuse or damage to IBM's intellectual or physical assets; physical
altercations; assaults; or harassment and provide IBM with a copy of any
accident or incident report involving the above. OAOT must coordinate with IBM
access to IBM's or Customers premises during non-regular working hours.
4.0 Asset Control: In the event OAOT Personnel have access to information,
information assets, supplies or other property, including property owned by
third parties but provided to OAOT Personnel by IBM ("IBM Assets"). OAOT
Personnel: (i) will not remove IBM Assets from IBM's or Customer's premises
without IBM's authorization; (ii) will use IBM Assets only for purposes of this
agreement and reimburse IBM for any unauthorized use; (iii) will only connect
with, interact with or use programs tools or routines that IBM agrees are needed
to provide Services; (iv) will not share or disclose user identifiers,
passwords, cipher keys or computer dial port telephone numbers; and (v) in the
event the IBM Assets are confidential, will not copy, disclose or leave such
assets unsecured or unattended. IBM may periodically audit OAOT's data residing
on IBM's information assets.
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