EXHIBIT 10.79
[DIRECTPOINTE LETTERHEAD]
MANAGED SERVICE AGREEMENT
MASTER AGREEMENT NO. 100103A
THIS SUBSCRIPTION AND SERVICE AGREEMENT ("Agreement") is entered into as of
this 1st day of October, 2003 (the "Effective Date"), by and between Direct
Pointe, Inc. 000 Xxxxx 000 Xxxx, Xxxxxx, XX 00000 a Nevada corporation
("DirectPointe") and the undersigned MTI Technology Corporation, a Delaware
corporation located 00000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000 (the
"Customer" or "MTI"), with reference to the following facts:
RECITALS
WHEREAS, Customer desires to obtain certain services and support from
DirectPointe; and WHEREAS, DirectPointe has agreed to provide the services
described herein to Customer in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the parties agree as follows:
AGREEMENT
1. DEFINITIONS
1.1. DIRECTPOINTE SERVICES. The combination of Helpdesk Services and
Monitoring Services provided by DirectPointe to the Customer as set
forth in Exhibit A.
1.2. PROPRIETARY INFORMATION. All business plans, product information,
customer plans and customer information, financial information,
financial plans, technical information and other information, which is
generally not known to the public or the industry and is considered to
be trade secrets or other valuable proprietary information to each of
the parties.
1.3. RECURRING SERVICES OR SERVICES. All services, as set forth in Exhibit
A.
1.4. EXTRANET. Meaning the website found at xxxx://xxx.xxxxxxxxxxxx.xxx.
1.5. THIRD-PARTY CONTRACTOR. Any third-party that is used by DirectPointe
to provide any portion of the DirectPointe Solution.
1.6. UPDATES. Changes that may be made to the DirectPointe Service during
the term of this Agreement to enhance performance or functionality.
1.7. ABANDONED CALL. A call unanswered after 60 seconds of successful
transmission to the DirectPointe Knowledge Center.
1.8. CALL. A phone call, email and/or Automated Alert (i.e. "MTI Phone
Home") voice contact from a MTI support engineer, MTI client and/or
third-party representing MTI or an MTI client. As measured by standard
reports from DirectPointe's ACD system.
1.9. CALL ABUSE. Multiple (more than two) Tesseract trouble tickets opened
and/or closed during one Call.
2. LICENSES AND OWNERSHIP
2.1. RIGHT TO USE DIRECTPOINTE SOLUTION. In accordance with this Agreement,
the right to use the extranet provided by DirectPointe is governed by
the standard license agreement of DirectPointe which the Customer
hereby accepts and agrees to abide by. DirectPointe reserves all
rights not expressly granted to Customer in this Agreement.
DirectPointe may modify or update the DirectPointe Service to enhance
performance upon reasonable notification to Customer and subject to
Customer's prior written approval. DirectPointe may outsource
components of the DirectPointe Service to Third-Party Contractors so
long as the Customer's rights under this Agreement are not materially
adversely affected thereby.
2.2. OWNERSHIP OF CUSTOMER MATERIALS. DirectPointe acknowledges that all
data files created by Customer by means of the DirectPointe Service
shall be the sole, exclusive, and confidential property of Customer.
3. DIRECTPOINTE RESPONSIBILITIES
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3.1 RESPONSE TO TELEPHONE CONTACT. DirectPointe will answer any and all
telephone calls by Customer to the DirectPointe Service Center Sunday
through Saturday, 24X7, 365 days per year.
3.2 SERVICE LEVEL GUARANTEE. Service level is defined as compliance with
the Customer's established procedures and requirements as agreed upon
by both parties. DirectPointe's goal is to operate 100 percent system
availability and 97.2 percent service level (calls answered within 45
seconds) given normal operation. DirectPointe achieves this level of
compliance through staffing, automation, redundant critical services
and the proactive monitoring of the services and technology.
DirectPointe will meet this high standard through continual
improvements in service with training, interactive voice response
systems and other tools. During Normal Operating Times, if it is
demonstrated that fewer than 80% of the contracted number of calls per
week are answered for a one month billing period, a credit will be
applied equivalent to the percent of calls answered under this
threshold from the total calls multiplied by the applicable monthly
service fee, however, a grace period of three months from the
Effective Date will allow a transition to DirectPointe and this
penalty will not apply. This Guarantee shall not apply in the event of
scheduled maintenance periods, or if Customer's account is not in good
standing at the time of the outage. Disclaimer and Limitation on
Liability of the Master Services Agreement sections 5.2 and 5.3 apply.
4. CUSTOMER RESPONSIBILITIES
4.1 FEES. DirectPointe services will begin once initial monthly payment is
received. All amounts shall be invoiced by DirectPointe and due and
payable by Customer no later than 30-days before the first day of the
calendar month to which the services apply. Customer shall pay the
amounts for the DirectPointe Service pursuant to the terms thereof and
as outlined in the Payment Schedule.
4.2 LATE PAYMENTS. Any undisputed payments payable by Customer that are
more than forty-five (45) days late ("late payments") shall be subject
to a finance charge of 1.5% per month until paid in full. However, the
finance charge and late charge shall not exceed the maximum rate or
amount, if any, allowed by applicable law. In addition, the failure of
Customer to pay any undisputed fees or other amounts due within
forty-five (45) days after such fees or amounts are due shall
constitute a material breach of this Agreement, which shall entitle
DirectPointe, in its sole discretion and in addition to any other
remedies and rights, to (i) terminate the Agreement and/or any SOW in
accordance with Section 6.2 and/or (ii) terminate, suspend, restrict
or disable the Services or any portion thereof until Customer has made
full payment of all undisputed fees and amounts currently owing,
including finance charges. DirectPointe will give ten (10) business
days notice before terminating the Agreement or terminating,
suspending, restricting or disabling Services or any portion thereof
under (i) or (ii) above. If such material breach is not cured by the
end of the ten (10) business days, then DirectPointe may exercise (i)
and/or (ii) above, and notwithstanding anything to the contrary.
DirectPointe has no obligation to reinstate or otherwise resume any
Services. Customer shall pay DirectPointe for any and all costs and
expenses, including without limitation, attorneys' fees and court
costs, incurred by DirectPointe in collecting payments from Customer
or in otherwise enforcing this Agreement. In addition, Customer agrees
that, because monetary damages may be inadequate in the event of
Customer's breach (by nonpayment or otherwise), DirectPointe is
entitled to pursue any other remedy available at law or in equity.
4.3 PRICING. Customer shall not disclose any of the pricing under this
Agreement or any SOW to any third party. Customer will do its best to
ensure Customer's support engineer, clients and/or third-party
representing the Customer will NOT abuse the pricing structured
outlined in the Statement of Work, thus using commercially reasonable
efforts to log single trouble tickets for each call made. DirectPointe
reserves the right to renegotiate this agreement if continued Call
Abuse were to occur, which said Call Abuse is not cured within 30 days
of Customer's notice thereof.
4.4 THIRD-PARTY SERVICES. DirectPointe may not contract with a Third-Party
Contractor for any portion of the Services, unless Customer grants its
prior written consent, which may be withheld in its discretion.
5. WARRANTY; DISCLAIMER
5.1 WARRANTY. DIRECTPOINTE REPRESENTS AND WARRANTS TO CUSTOMER THAT ALL
SERVICES PROVIDED HEREUNDER WILL BE PERFORMED IN A PROFESSIONAL MANNER
BY QUALIFIED PERSONNEL IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT
AND ALL APPLICABLE STATEMENTS OF WORK.
5.2 DISCLAIMER. DIRECTPOINTE MAKES NO OTHER WARRANTIES WITH RESPECT TO THE
DESIGN OR OPERATION OF DIRECTPOINTE SERVICE OR ANY PART THEREOF, OR
THE RESULTS OBTAINED THEREFROM, ITS MERCHANTABILITY, ITS FITNESS FOR A
PARTICULAR PURPOSE, OR WITH RESPECT TO INFRINGEMENT OF THIRD-PARTY
RIGHTS, TITLE OR THE LIKE. DIRECTPOINTE DOES NOT WARRANT THAT
DIRECTPOINTE SERVICE WILL BE BUG-FREE OR OPERATE WITHOUT INTERRUPTION.
Confidential Page 2
5.3. LIMITATION ON LIABILITY. EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER
ARISING FROM OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF
ACTION OR CLAIM -- E.G. CONTRACT, WARRANTY, TORT, MALPRACTICE, AND/OR
OTHERWISE) SHALL NOT EXCEED THE TOTAL OF ALL AMOUNTS PAID DURING THE
TERM OF THIS AGREEMENT. EXCEPT FOR A BREACH OF CONFIDENTIALITY
PROVISIONS OF THIS AGREEMENT NEITHER PARTY SHALL HAVE ANY LIABILITY
TO CUSTOMER OR ANY THIRD-PARTY FOR ANY SPECIAL, INCIDENTAL,
CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.4. INDEMNIFICATION BY CUSTOMER. Customer hereby agrees to indemnify and
hold DirectPointe harmless from any and all charges, expenses, causes
of action, claims, damages, liabilities or fees (including the costs
and expenses of attorneys' fee) in any way relating to or arising from
Customer's use of DirectPointe Services.
5.5. INDEMNIFICATION BY DIRECTPOINTE. DirectPointe hereby agrees to
indemnify and hold Customer harmless from any and all charges,
expenses, causes of action, claims, damages, liabilities or fees
(including the costs and expenses of attorneys' fee) in any way
relating to or arising from the Services provided hereunder or a
relationship with DirectPointe.
5.6. NORMAL OPERATING TIME. DirectPointe ensures compliance of service
levels described below. Non-compliance can only occur during normal
operations as agreed upon between DirectPointe and the Customer. The
following are excluded from normal operational times:
- Force Majeure (pursuant to Section 7)
- Functional problems associated with Customer provided hardware,
software, equipment and written procedures
- Issues associated with Customer provided or Customer leased local
area networks or ISP connections
- Third-party service failures including but not limited to
long-distance and telecommunication providers
- Changes in procedure, personnel or technology at Customer site
- Issues arising from the misuse of the service by the Customer,
its employees, agents, contractors or customers
- Scheduled maintenance times, repair, transition or three-month
ramp-up times
- Issues associated with power outages and customer/third party
infrastructure beyond the control of DirectPointe
6. TERM AND TERMINATION
6.1. TERM. The term of this Agreement shall commence on the Effective Date,
and shall continue for a period of thirty six (36) months. After the
initial 36 months, this agreement will automatically renew every 30
days until either the customer or DirectPointe express in writing
intent to cancel and/or terminate this Agreement.
6.2. TERMINATION FOR BREACH. If either party materially breaches this
Agreement, which breach is not cured within 30 days of the other
party's written notice thereof, the non-breaching party may terminate
this Agreement.
6.3. TERMINATION FOR CONVENIENCE. Customer may terminate this Agreement for
convenience upon 60 days prior written notice to DirectPointe.
7. GENERAL PROVISIONS
7.1. CONFIDENTIALITY. Each of the parties hereby acknowledges and agrees
that, during the term of this Agreement, it may learn, obtain or have
disclosed to it Proprietary Information of the other party.
Additionally, DirectPointe may learn confidential information
regarding customers of MTI and DirectPointe may have access to MTI's
customer records and data and information contained in such records
(whether or not confidential) collectively, "MTI Customer
Information"). Each party agrees to maintain such Proprietary
Information and DirectPointe agrees to hold all MTI Customer
Information in the strictest confidence, and not to disclose it to any
third parties or to any of its employees except on a need-to-know
basis. Each party further agrees not to use such Proprietary
Information to the detriment of the other party and only in the course
of the performance of this Agreement. DirectPointe agrees not to use
MTI Customer Information for any purpose whatsoever other than to
perform its obligations hereunder.
7.2. NON-SOLICITATION OF EMPLOYEES. The Parties to this Agreement agree
that during the term of this Agreement, and for a period of twelve
(12) months after the termination of Agreement, for any reason,
neither party shall directly or indirectly solicit for employment any
employee, manager, or director of the other party.
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7.3. ASSIGNMENT AND SUCCESSORS. This Agreement is not assignable or
transferable by DirectPointe without the prior written consent of
Customer, except that this Agreement may be assigned or transferred by
either Party to any third party who acquires substantially all of the
Party's assets relating to the Services. Without limiting the generality
of the foregoing, such assignment or transfer may be made by either Party
in connection to any reorganization, consolidation, acquisition, sale, or
merger of or by the Party.
7.4. DISPUTE RESOLUTION. The parties agree to attempt in good faith to resolve
all disputes arising between them first through expedited mediation (not
to exceed 30 days from the receipt by a party of the notice described
below) and, if mediation is not successful, through negotiated settlement
or court action. Neither party shall file a lawsuit until the mediation
has been completed, except that in the event that the actions of one
party will cause or are causing the other immediate irreparable injury
requiring temporary injunctive relief and the other party is unwilling to
suspend its planned or existing activity to allow for expedited
mediation, the aggrieved party may file suit and seek such temporary
injunctive relief in a court with jurisdiction over the subject matter of
the dispute. Dispute resolution under this Section shall be triggered by
one party's service upon the other of a written notice and request to
mediate, identifying the subject matter of the dispute and the nature of
the relief sought. Unless otherwise agreed in writing at the time of
mediation, mediation shall be conducted through and under the mediation
rules of the American Arbitration Association.
7.5. CHOICE OF LAW; FORUM SELECTION. This Agreement shall be governed by and
construed in accordance with the laws of the State of Utah without giving
effect to any applicable conflicts of law provisions. The parties consent
to the exclusive jurisdiction and venue of the federal and state district
courts residing in Salt Lake City, Utah for the resolution of any
disputes arising under this Agreement.
7.6. FORCE MAJEURE. If either party is prevented from performing any portion
of this Agreement (except the payment of money) by causes beyond its
control, including labor disputes, civil commotion, war, governmental
regulations or controls, casualty, inability to obtain materials.
Equipment, Software, or services, or acts of God, such defaulting party
will be excused from performance for the period of the delay and for a
reasonable time thereafter.
7.7. WAIVER. Any waiver under this Agreement must be in writing and any waiver
of one event shall not be construed as a waiver of subsequent events.
7.8. CONSTRUCTION. This Agreement represents the wording selected by the
Parties to define their agreement and no rule of strict construction
shall apply against either party. This Agreement is written in, and shall
be governed by, the English language.
7.9. INCORPORATION OF EXHIBITS. The exhibits identified in this Agreement are
incorporated herein by reference and made a part hereof.
7.10. ENTIRE AGREEMENT. This Agreement constitutes the full agreement and
understanding of the parties with respect to its subject matter, and all
prior agreements, oral understandings, negotiations and discussions
regarding its terms are hereby superseded and are of no further force or
effect.
7.11. AMENDMENTS. Any amendment or modification of this Agreement must be in
writing signed by both parties.
7.12. NOTICES. All notices required or permitted to be given pursuant to the
terms of this Agreement shall be given in writing and shall be personally
served or sent by air courier or facsimile transmission to the last known
address and facsimile transmission site for the party, as set forth on
the signature lines below. Notices actually received will be deemed
effective upon receipt, and notices sent by air courier or by facsimile
transmission shall be deemed effective on the date after delivery to the
air courier or the date after transmission by facsimile.
7.13. EXECUTION. This Agreement may be executed in any number of duplicate
counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument. The persons
signing below represent that they are duly authorized to execute this
Agreement for and on behalf of the party for whom they are signing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and date first written above.
DIRECTPOINT, INC MTI TECHNOLOGY CORPORATION
By: /s/ Xxxxx Xxxxxxxx, EVP By: /s/ Xxxx Xxxxxxxxx, CFO
--------------------------------- ---------------------------------
Authorized Signature Authorized Signature
Confidential
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EXHIBIT "A"
STATEMENT OF WORK (SOW) NO. 1
This Addendum No. 1, dated as of October 1, 2003, by and between MTI Technology
Corporation ("Customer" or "MTI") and DirectPointe, Inc., (DirectPointe),
(Center 7 and or VTI and together with MTI, the "Parties) supersedes and
replaces the services dated February 1, 2003 by and between the Parties. This
Statement of Work.(Exhibit "A" of Managed Service Agreement, Master Agreement
No. 100103A) and shall govern all previous agreements between Center 7 and or
VTI and MTI.
This Exhibit A SOW No. 1 includes the following attached Addendum Appendices:
Addendum 1 - Appendix A: Statement of Services
Addendum 1 - Appendix B: Resources
Addendum 1 - Appendix C: Payment Schedule
Addendum 1 - Appendix D: Contacts and Notices
This Addendum No. 1 to SOW No. 1 and the above-referenced Addendum Appendices
are agreed to and accepted by Customer and DirectPointe
AGREED TO AND ACCEPTED BY:
DIRECTPOINTE, INC. MTI TECHNOLOGY CORPORATION
By: Xxxxx Xxxxxxxx, EVP By: Xxxx Xxxxxxxxx, CFO
------------------------- -------------------------
Authorized Signature Authorized Signature
ADDENDUM "1"
APPENDIX A
STATEMENT OF SERVICES
SCOPE OF SERVICES
Customer Name: MTI TECHNOLOGY CORPORATION
DIRECTPOINTE WILL PERFORM THE FOLLOWING SERVICES (SEE ALSO APPENDIX B:
RESOURCES):
- Provide telephone agent and long-distance phone services scheduled as
appropriate to cover, Sunday through Saturday, 24X7, 365 days per year.
- Receive inbound calls from Customer clients for the schedule above as
follows:
- Answer phones with Customer's name using a friendly and
professional tone
- Ask appropriate questions to identify reason for the call
- Receive and electronically record information received from Customer
client:
- Verify Customer's contact information for call back
- Verify Site ID and Serial Number match
- Verify Call Type matches the action requested (Corrective vs.
Scheduled)
- Verify CND's (Cannot Determine Coverage) all efforts made to
determine coverage
- Verify process was followed for Billable Calls
- Verify Problem Code matches the Problem Description
- Verify Equipment Location (with current address)
- Periodically monitor the "OPEN" queue to ensure calls have been
dispatched in a timely manner
- Verify FSR's (Field Service Report) Codes are accurate and work
together (Call Type, Problem Code, Fault Code and Repair Code)
- Verify ID initials in the FSR
- Verify LDA (Lost Data Access) and escalate if appropriate
- Verify Solution notes are clear and match the codes
- Verify Work Time and Travel Time are correctly logged
- Restate request to gain agreement on request
- Explain the process and solution to follow
- Provide a ticket number if appropriate
- Verify preferred method of contact
- Provide Administrative or Customer Client Systems Support (telephone and
off-line resolution without escalation) when appropriate and as
requested and trained by Customer:
- Initiate contact with field engineers and Customer clients during
solution process, recording appropriate information:
- Initial contact with or without Customer client to field
engineer
- Confirmation of on-site arrival of engineer
- Confirmation of completion of services by engineer
- Additional necessary calls to various parties
- E-mail information as appropriate
- DirectPointe will assume all management responsibility for monitoring
all Customers' Tesseract call activity on a daily basis.
- Verify Site ID and Serial Number match
- Verify Call Type matches the action requested (Corrective vs.
Scheduled)
- Verify CND's (Cannot Determine Coverage) all efforts made to
determine coverage
- Verify process was followed for Billable Calls
- Verify Problem Code matches the Problem Description
- Periodically monitor the "OPEN" queue to ensure calls have been
dispatched in a timely manner
- DirectPointe to provide Performance Metrics to Customer on a weekly
basis. Performance Metrics to include the following:
- Call Volume by week
- Service Level by week
- Answer (Queue) Time by week
- Abandon Rate by week
- Minutes used by MTI by week
- Number of calls Logged by week
- Number of Call Logging errors by week
- Number of calls Closed by week
- Number Call Closing errors by week
- Overall Team Percent by week
- Verify FSR's (Field Service Report) Codes are accurate and work together
(Call Type, Problem Code, Fault Code) and supply standard data and
reports currently available for DirectPointe services via a secure
location on the Internet for Customer review (see below)
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- Train staff up to 2 hours on management reports and help desk tools
appropriate for implementation and for on-going services.
- Provide quality assurance monitoring through on-going customer
service training and call monitoring.
- Facilitate use of current MTI Tesseract licenses with MTI
installation, properly assistance and training all DirectPointe
agents.
o Contact detail and service information
o Communicate and verify service contract information
o Verify inventory information
o View requests called in by Customer client as available
o Check ticket status as available
o View trouble-ticket reports as available
o Notification and escalation of trouble tickets as available
- Benefits inherent to the automated call distribution (ACD) product as
used and made available to DirectPointe Help Desk and NOC service
personnel including:
o Call queuing
o Skill-based routing
o Flexible campaign or Customer client configuration
o Real-time ACD and Agent statistic reporting
o Historical ACD reporting
- Provide shared telephone agent services beyond the number of agents
DirectPointe deems necessary given scheduling and call volume needs.
These services are subject to Additional Charges in the Appendix C:
Payment Schedule.
- Monitor MTI "Phone Home" support email contacts:
o Respond to e-mail
o Open trouble ticket utilizing MTI trouble ticketing software
o Follow procedures and process for response mutually agreed
upon in writing by both parties
- Additional system and application customization, development,
integration or engineering other than described in the above services
at, then current DirectPointe rate. As authorized in writing by MTI.
CHANGE CONTROL
DirectPointe and the Customer must mutually agree to any changes that may alter
the services agreed upon in this SOW. System modifications, upgrades and
changes mutually agreed upon by DirectPointe and the Customer will be
represented in amendments to this SOW or SOW's.
PRIMARY CONTACT
A DirectPointe Network Operating Center (NOC) primary contact will be assigned
and will meet with Customers' appropriate technical contacts to determine
project needs and schedules. The DirectPointe primary contacts are responsible
for the tasks including but not limited to:
- Determine appropriate resources
- Develop a project plan including project timelines and the assignment
of specific tasks
- Maintain a list of issues and track the progress of these issues
until resolved
- Oversee status meetings and provide status reports to Customer
- Provide Customer with documentation that outlines the tasks completed
- Oversee and conduct training process
AGREED TO AND ACCEPTED BY:
DIRECTPOINTE, INC. MTI TECHNOLOGY CORPORATION
By: /s/ Xxxxx Xxxxxxxx, EVP By: /s/ Xxxx Xxxxxxxxx, CFO
------------------------------ -------------------------------
Authorized Signature Authorized Signature
Confidential
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ADDENDUM "1"
APPENDIX B
RESOURCES
Customer Name: MTI TECHNOLOGY CORPORATION
RESOURCES TO BE PROVIDED BY DIRECTPOINTE
- Provide custom pre-recorded messages for MTI and other necessary
information and files.
- Telephone agent services necessary to fulfill the services described
under Appendix A: Scope of Services.
- Provide additional agent labor and/or long-distance and toll-free
services at the rates specified in Appendix C:
- Systems and software necessary to provide the services described above
excluding those to be provided by Customer.
- Systems and administrative personnel necessary to provide the services
described above.
- Internet services necessary to provide the services described above
and set forth in Appendix C.
RESOURCES TO BE PROVIDED BY THE CUSTOMER
- Ensure access to support tools (MTI Phone Switch, VPN Tunnel, E-mail,
Tesseract and TechWeb).
- Ensure Tesseract has the ability to search through tickets by problem
code first. (i.e. SAD, TA, NTSC, PSC, PH, INS)
- Provide two (2) days of training (in fall 2003) and necessary ongoing
on-site training (minimum of four (4) days a year preferably on a
quarterly basis) for DirectPointe personnel at DirectPointe's Training
Center at MTI expense.
- Customer shall provide reasonable initial training materials and
commit reasonable time and expense to train the Primary DirectPointe
Contact (see Appendix D: Contacts and Notices), other relevant
management and personnel assigned by DirectPointe on the appropriate
processes, features and benefits of Customer products and services.
- Customer will provide sales projections, marketing campaign and other
planning information monthly that could change the nature of the
service provided.
- Customer software, maintenance and related technologies, installation
and configuration necessary for DirectPointe to provide the services
above including, but not limited to, Tesseract licenses, support and
installation.
- List of help-desk and related personnel and contact information.
- Detail of Customer client and escalation procedures.
- Customer agrees to participate by phone and other communication as a
business reference.
- Personnel of MTI to provide change information within 48 hours of
request.
- Access to other information that both parties deem appropriate.
- To provide training for accessing Call Accuracy Reports in Customer's
Tesseract database:
o Tesseract Daily Call Report
o Tesseract Call Logger Report
o Tesseract Complete Calls by Logger Report
o Tesseract Call List Report
o Tesseract Detailed List Report
AGREED TO AND ACCEPTED BY:
DIRECTPOINTE, INC. MTI TECHNOLOGY CORPORATION
By: Xxxxx Xxxxxxxx, EVP By: Xxxx Xxxxxxxxx, CFO
------------------------- --------------------------
Authorized Signature Authorized Signature
Confidential Page 4
ADDENDUM "1"
APPENDIX C
PAYMENT SCHEDULE
Customer Name: MTI TECHNOLOGY CORPORATION
PAYMENT SCHEDULE DETAILS
MONTHLY MINIMUM HELP DESK SERVICES $10,000.00 per mo.
- Includes Personnel & Facilities
- Includes Available technologies
- Includes Process & Management
- Includes Long-distance up to 3000 minutes (out-going) per month
- Includes up to 3000* Calls (per month)
* if in a given month there is a surplus (e.g. amount less than 3000) of
calls placed to the help-desk, customer may rollover surplus credits, up
to a maximum of 200 calls, to a subsequent month to accommodate for a
one-time spike in call volume.
ADDITIONAL FEES PER CALL (ABOVE THE ORIGINAL
MONTHLY AMOUNT OF 3000) $ 3.45 per Call
ADDITIONAL CHARGES
- Long-distance overage charges $ TBD carrier rate plus 5%
- MTI support tools (Phone Switch,
VPN Tunnel, E-mail, Tesseract &
TechWeb) outage fee $ 225.00 per hr. (min 1 hour)
MONTHLY PAYMENT CHANGES
DirectPointe will notify Customer in writing 15 days before any additional
charges are added to the monthly invoice.
AGREED TO AND ACCEPTED BY:
DIRECTPOINTE, INC. MTI TECHNOLOGY CORPORATION
By: /s/ Xxxxx Xxxxxxxx, EVP By: Xxxx Xxxxxxxxx, CFO
------------------------- -----------------------
Authorized Signature Authorized Signature
APPENDIX C
________________________________________________________________________________
E-CHECK AUTHORIZATION FORM
________________________________________________________________________________
CONVENIENT PAPERLESS PAYMENT
Simplify your billing process by making your payment directly from your
business account without having to write a check. Funds are electrically
debited from your business account each month. Simply complete the
information below and set yourself free of monthly check writing.
I hereby authorize Direct Pointe, Inc. or DirectPointe Financial Services,
Inc. (DPFS), to make debit withdrawals to my company's account as indicated
by the Payment Schedule.
THIS AUTHORITY WILL REMAIN IN FULL FORCE AND EFFECT UNTIL DPFS HAS RECEIVED
WRITTEN NOTIFICATION FROM CUSTOMER OF ITS TERMINATION IN SUCH TIME AND IN
SUCH MANNER AS TO AFFORD DPFS AND BANKING INSTITUTION A REASONABLE
OPPORTUNITY TO ACT ON IT.
BANK CONTACT
________________________________________________________________________________
COMPANY NAME: MTI TECHNOLOGY CORPORATED BANK NAME:
________________________________________________________________________________
BANK ROUTING NUMBER: BANK ACCOUNT
NUMBER:
________________________________________________________________________________
BANK ADDRESS:
________________________________________________________________________________
CITY: STATE: ZIP CODE:
________________________________________________________________________________
PHONE: FAX: E-MAIL:
________________________________________________________________________________
____________________________________________
SIGNATURE
____________________________________________
BY:
____________________________________________
PRINT NAME:
____________________________________________
TITLE:
____________________________________________
DATE:
____________________________________________
____________________________________________
FOR OFFICE USE ONLY
____________________________________________
CUSTOMER NO.
____________________________________________
COMMENCEMENT DATE:
____________________________________________
BASE TERM COMMENCEMENT DATE:
____________________________________________
PLEASE MAIL OR FAX THIS FORM ALONG WITH A COPY OF A
VOIDED CHECK FROM THIS ACCOUNT TO:
DIRECTPOINTE FINANCIAL SERVICES, INC.
000 XXXXX 000 XXXX XXXXX 000
XXXXXX, XX 00000
FAX NUMBER: 000-000-0000
Confidential Page 6
ADDENDUM "1"
APPENDIX D
CONTRACTS AND NOTICES
Customer Name: MTI TECHNOLOGY CORPORATION
Xxxxx Xxxxxx
Vice President of Business Quality
00000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
(000) 000-0000
Confidential Page 7
