PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Appendix A to Exhibit C
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
1 CRITICAL SERVICE LEVELS AND SERVICE LEVEL CREDITS 3
2 INFRASTRUCTURE SLA MEASUREMENTS 7
2.1 GENERAL......................................................................... 7
2.2 MESSAGING DELIVERY SLA.......................................................... 7
2.3 LAN AVAILABILITY................................................................ 8
2.4 WAN AVAILABILITY................................................................ 8
2.5 GENERAL NETWORK PERFORMANCE SLA................................................. 9
2.6 SERVER UP TIME.................................................................. 9
2.7 AVAILABILITY CALCULATION........................................................ 10
2.8 BACKUP AND RESTORE SLA.......................................................... 10
2.9 PROCUREMENT AND IT ADMINISTRATIVE SLA........................................... 11
2.10 HP-OMS OVERALL SLA COMMITMENT FOR MUO AND CRITICAL PRIORITY INCIDENTS........... 12
2.11 TECHNOLOGY REFRESH PROGRAM SLA.................................................. 12
2.12 NEW EMPLOYEES HARDWARE AND SOFTWARE............................................. 16
3 REGULAR AND LOW PRIORITY SERVICE LEVELS 18
3.1 HP-OMS OVERALL SLA COMMITMENT FOR REGULAR & LOW PRIORITY INCIDENTS.............. 18
3.2 "MAXIMUM TIME TO RESOLVE" SERVICE LEVEL......................................... 18
3.3 SERVICE LEVELS FOR REGULAR AND LOW PRIORITY INCIDENTS........................... 19
APPENDIX B: FORM OF CRITICAL SERVICE LEVEL REPORTS........................................ 24
APPENDIX C: FORM OF SOFTWARE TO BE PROVIDED TO NEW CUSTOMER'S EMPLOYEES................... 26
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1 CRITICAL SERVICE LEVELS AND SERVICE LEVEL CREDITS
For each Service, HP-OMS shall comply with the Time to Own and Time to Resolve
parameters for each Critical Service Level set out in Table 1, and subject to
the Service Level Credits in the case of a Critical Service Level Failure, as
follows:
TABLE 1: CRITICAL SERVICE LEVELS
TIME TO TIME TO
TIME TO RESOLVE RESOLVE SERVICE LEVEL
OWN AN CLASS 1 CLASS 2 CREDIT
INCIDENT SITES (IN SITES (IN ALLOCATION
NO. PRIORITY TYPE INCIDENT DESCRIPTION (IN HOURS) HOURS) HOURS) PERCENTAGE
---- ---------- ----------------- ------------------------------ ---------- --------- --------- -------------
1 MUO Hardware [**] [**] [**] [**] [**]
2 MUO Hardware Printer hardware failure and [**] [**] [**] [**]
all end users cannot print to
alternative printer
Failure to comply with Server
3 MUO Servers Up Time according to SECTION [**]
2.6
Failure to comply with
Backup and Restore SLA
4 MUO Servers according to SECTION 2.8 [**]
TABLE 6
5 MUO Servers [**] [**] [**] [**] [**]
6 MUO Servers [**] [**] [**] [**] [**]
7 Critical Servers [**] [**] [**] [**] [**]
8 MUO Servers [**] [**] [**] [**] [**]
9 MUO Servers [**] [**] [**] [**] [**]
Exchange delivery time does
Mail not comply with Messaging
10 MUO Delivery SLA Table 2 and [**]
Table 3, as set out in SECTION
2.2 BELOW
11 MUO Mail [**] [**] [**] [**] [**]
12 MUO Mail [**] [**] [**] [**] [**]
13 MUO Network [**] [**]
14 MUO Network [**] [**]
15 MUO Network [**] [**] [**] [**] [**]
16 MUO Network [**] [**] [**] [**] [**]
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TIME TO TIME TO
TIME TO RESOLVE RESOLVE SERVICE LEVEL
OWN AN CLASS 1 CLASS 2 CREDIT
INCIDENT SITES (IN SITES (IN ALLOCATION
NO. PRIORITY TYPE INCIDENT DESCRIPTION (IN HOURS) HOURS) HOURS) PERCENTAGE
---- ---------- ----------------- ------------------------------ ---------- --------- --------- -------------
17 MUO Network [**] [**] [**] [**] [**]
18 MUO Network [**] [**] [**] [**] [**]
19 MUO Storage [**] [**] [**] [**] [**]
20 MUO Storage [**] [**] [**] [**] [**]
21 MUO Antivirus [**] [**] [**] [**] [**]
22 MUO Firewall [**] [**] [**] [**] [**]
23 MUO Firewall [**] [**] [**] [**] [**]
24 MUO Firewall [**] [**] [**] [**] [**]
Content
25 MUO Protection [**] [**] [**] [**] [**]
(e-Safe)
26 MUO Business [**] [**] [**] [**] [**]
Application
27 MUO Business [**] [**] [**] [**] [**]
Application
28 Critical XXX [**] [**] [**] [**] [**]
29 Critical XXX [**] [**] [**] [**] [**]
30 Critical XXX [**] [**] [**] [**] [**]
31 Critical XXX [**] [**] [**] [**] [**]
32 Critical XXX [**] [**] [**] [**] [**]
33 Critical XXX [**] [**] [**] [**] [**]
34 Critical Hardware [**] [**] [**] [**] [**]
35 Critical Hardware [**] [**] [**] [**] [**]
36 Critical Hardware [**] [**] [**] [**] [**]
37 Critical Servers [**] [**] [**] [**] [**]
38 Critical Servers [**] [**] [**] [**] [**]
39 Critical Servers [**] [**] [**] [**] [**]
40 Critical Servers [**] [**] [**] [**] [**]
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TIME TO TIME TO
TIME TO RESOLVE RESOLVE SERVICE LEVEL
OWN AN CLASS 1 CLASS 2 CREDIT
INCIDENT SITES (IN SITES (IN ALLOCATION
NO. PRIORITY TYPE INCIDENT DESCRIPTION (IN HOURS) HOURS) HOURS) PERCENTAGE
---- ---------- ----------------- ------------------------------ ---------- --------- --------- -------------
41 Critical Servers [**] [**] [**] [**] [**]
42 Critical Mail [**] [**] [**] [**] [**]
43 Critical Mail [**] [**] [**] [**] [**]
44 Critical Network [**] [**] [**] [**] [**]
45 Critical Network [**] [**] [**] [**] [**]
46 Critical Network [**] [**] [**] [**] [**]
47 Critical Unix Support & [**] [**] [**] [**] [**]
Administration
48 Critical Unix Support & [**] [**] [**] [**] [**]
Administration
49 Critical Unix Support & [**] [**] [**] [**] [**]
Administration
50 Critical Storage [**] [**] [**] [**] [**]
51 Critical Storage [**] [**] [**] [**] [**]
52 Critical Business [**] [**] [**] [**] [**]
Application
53 Critical Business [**] [**] [**] [**] [**]
Application
54 N/A Procurement and [**] [**]
IT administration
55 Regular Overall SLA [**] [**]
Commitment
56 Regular Overall SLA [**] [**]
Commitment
57 Regular Overall SLA [**] [**]
Commitment
58 Low Overall SLA [**] [**]
Commitment
59 Low Overall SLA [**] [**]
Commitment
60 Low Overall SLA [**] [**]
Commitment
The Time to Own for Critical Priority Incidents, which are related to one user
will be measured within the General Service Window.
The Time to Own for MUO and Critical Priority Incidents, which are related to
more then one user will be measured immediately when the incident is open within
a twenty-four (24) hour period.
The Time to Resolve for MUO and Critical Priority Incidents is a number of hours
within a twenty-four (24) hour over six (6) days (exclude Saturdays) period.
Such resolution efforts will be continuous, even if they extend the General
Service Window or MCC Service Window. ..
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Whether or not Service Level Credits apply, the resolution process for MUO and
Critical Priority Incidents will continue until full resolution or workaround,
agreed by the Tecnomatix Key Personnel, has been implemented.
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2 INFRASTRUCTURE SLA MEASUREMENTS
2.1 GENERAL
The metric and SLA figures in this Section (2) represent both Critical Services
Levels and other Service Levels. HP-OMS shall comply with all Service Levels,
but only Critical Service Level Failures may trigger Service Level Credits.
SECTION 1, TABLE 1 contains all of the Critical Service Levels, unless modified
in accordance with Exhibit C (although not all of the Critical Service Levels
are referenced in this Section 2). It is agreed that HP-OMS and Customer will
review all Service Levels six (6) months following the end of the Transition and
Stabilization Phases and thereafter every six (6) months throughout the Term.
This review process will allow Customer and HP-OMS to mutually adjust the
Service Levels according to performance reports and mutual analysis.
2.2 MESSAGING DELIVERY SLA
The Message Delivery time is measured by sending test messages once per 6 hours
from all mail servers to all mail servers.
Messages less than [**] shall be delivered anywhere in the world in [**]in more
than [**]% of the cases, and messages larger then [**] shall be delivered
anywhere in the world according to the table below in more than [**]% of the
cases. The 1-month average will be reviewed once every 6 months.
TABLE 2: MAIL METRIC INSIDE CUSTOMER'S NETWORK - TIME FOR A 100K MAIL MESSAGE TO
ARRIVE TO ITS DESTINATION FROM EACH REGION:
Site Europe USA Israel Asia-Pacific
-------------- ---------- --------- ---------- ----------------
1 Europe 7 min 7 min 7 min 7 min
2 USA 7 min 7 min 7min 7 min
3 Israel 7 min 7 min 1 min 7 min
4 Asia-Pacific 7 min 7 min 7 min 7 min
TABLE 3: MAIL METRIC INSIDE CUSTOMER'S NETWORK - TIME FOR A 1MB MAIL MESSAGE TO
ARRIVE TO ITS DESTINATION FROM EACH REGION:
Site Europe USA Israel Asia-Pacific
-------------- ---------- ---------- ---------- ---------------
1 Europe 20 min 40 min 20 min 50 min
2 USA 40 min 20 min 30 min 50 min
3 Israel 20 min 30 min 5 min 50 min
4 Asia-Pacific 50 min 50 min 50 min 40 min
o Address books are updated in all [**] of changes made.
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ASSUMPTIONS:
o The maximum size of a mail message is 5 Mb in order to guarantee consistent
service
o All Customer Sites are connected to Customer's WAN
2.3 LAN AVAILABILITY
HP-OMS will provide the Customer with LAN network related services as described
in EXHIBIT B SECTION 6.6 - LAN/ WAN MANAGEMENT.
HP-OMS responsibilities:
o Provide addresses and network configuration to network attached devices
o Network interconnection within a Customer Site
o Interface to WAN router and wall sockets in the Customer Site
The 1-month average On-time Delivery for LAN services figures are as follows
(see SECTION 2.7 BELOW (AVAILABILITY CALCULATION):
1. Monthly commitment in all Class1 Customer Sites: [**] %
2. Monthly commitment in all Class 2 Customer Sites: [**]%
2.4 WAN AVAILABILITY
HP-OMS will provide the Customer with WAN services in all Customer Sites
worldwide. As part of the Transition and Stabilization Phases, HP-OMS will
consolidate WAN network services to allow central monitoring and control over
all WAN resources and will be able to commit to WAN availability as shown below.
HP-OMS according to its sole discretion will be able to change the network
provider and/or the network topology. Such change must comply with the Service
Levels as detailed herein and with Customer security policy
HP-OMS responsibilities:
o Provide WAN communication to Customer sites world wide as described in
EXHIBIT B SECTION 6.6 - LAN/ WAN MANAGEMENT
o Responsible to ensure on going operating WAN dependent services (Internet,
Intranet, File Sharing, etc.)
o Maintain or improve network performance as it exists prior to commencement
date as the baseline for all future WAN services (WAN indicators will be
available from Customer's current network provider and by individual site
analysis performed mutually by HP-OMS and the Customer)
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The 1-month average On-time Delivery for WAN services figures are as follows
(see SECTION 2.7 BELOW (AVAILABILITY CALCULATION):
o Monthly commitment for WAN availability in all Customer Class 1 sites:
[**]%
o Monthly commitment for WAN availability in all Customer Class 2 sites:
[**]%
2.5 GENERAL NETWORK PERFORMANCE SLA
As agreed with the Customer, HP-OMS network performance SLA commitment to the
Customer will be as follows:
HP-OMS WILL PROVIDE NETWORK BANDWIDTH ACCORDING TO THE FOLLOWING FORMULA FOR
[**]:
o Class 1 sites [**] bandwidth = Number of [**]
o Class 2 sites [**] bandwidth = Number of [**]
HP-OMS WILL PROVIDE NETWORK BANDWIDTH ACCORDING TO THE FOLLOWING FORMULA FOR
[**]:
o Class 1 sites bandwidth = Number of [**]
o Class 2 sites bandwidth = Number of [**]
HP-OMS WILL ENSURE THAT THE FOLLOWING USAGE INDICATORS:
o Mail (SMTP) - As detailed on SECTION 2.2
o Clear Case / Source Safe
o Clarify Report
o SUN
o FTP
2.6 SERVER UP TIME
HP-OMS will provide the Customer with server services in all branches worldwide.
As part of the Transition and Stabilization Phases, HP-OMS will consolidate,
upgrade and install a monitoring agent on all Customer servers to allow central
monitoring and control over all servers and will be able to commit to server up
time as shown below.
HP-OMS responsibilities:
o Provide support maintenance of all servers Customer wide
o Responsible to ensure on going operating Servers and dependent services
o Maintain Server and Server services at all Customer Sites
o Analysis of up time will be performed by HP-OMS and will be presented to
the Customer on a monthly basis
o Monthly commitment for server up time in all Class1 Customer Sites: [**]%
o Monthly commitment for server up time in all Class 2 Customer Sites: [**]%
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2.7 AVAILABILITY CALCULATION
The availability calculation for the above sections is based on the availability
measurement and performed as follows:
AVAILABILITY=100- (TOTAL DOWNTIME-ECLUDED DOWNTIME) *100
---------------------------------------------
SUM(HOURS OF OPERATION PER CALULATION PERIOD)
TABLE 5: DEFINITION OF TERMS
DOWNTIME means the time during which a specific service is not
available
EXCLUDED DOWNTIME means Downtime that is approved by the Customer in
writing in advance and/or as agreed in EXHIBIT C
SECTION 3.3 (DOWNTIME)
HOURS OF OPERATION PER means the number of hours in the Measurement Period
CALCULATION PERIOD
2.8 BACKUP AND RESTORE SLA
HP-OMS has responsibility for the following:
Creating backup copies of all data residing in all servers within the IT
Environment and routine backup procedures, as well as the monitoring of the
success and correctness of the backup procedures to ensure a quick recovery into
production for the servers and the individual files.
BACKUP:
Backups must be performed by HP-OMS according to Customer and HP-OMS Backup
Policy worldwide, which will be mutually defined by the Parties during the
Transition and Stabilization Phases. There are several types of Backup Sets:
daily, weekly, monthly, yearly and permanent. Type of Backup Set, Backup
Frequency, Restorability Rate, Safekeeping Times, Maximum Time to Restore are
presented in the table below. Backup of the data will be performed once every
working day, during the night (Local Customer Site time).
"RESTORABILITY RATE" means the rate of successful restore of an entity such as a
file, directory or database can be restored from the backup media in the agreed
time.
A copy from the full backup is performed at least every month and this copy is
stored in locked fireproof safes, in a remote location, which is the Customer's
responsibility.
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TABLE 6: BACKUP AND RESTORE SLA
MAXIMUM TIME TO MAXIMUM TIME TO
START RESTORE - START RESTORE -
TYPE OF BACKUP SET BACKUP FREQUENCY RESTORABILITY RATE SAFEKEEPING TIME CLASS 1 SITES CLASS 2 SITES
-------------------- ------------------ -------------------- ------------------ ------------------ ----------------
DAILY [**] [**] [**] [**] [**]
WEEKLY [**] [**] [**] [**] [**]
MONTHLY [**] [**] [**] [**] [**]
YEARLY [**] [**] [**] [**] [**]
ETERNITY [**] [**]
RESTORE:
The Safekeeping Time and Restoring Time depend on the Type of the Backup Set
according to the table above.
HP-OMS shall restore data or applications (e.g. Clarify) as they were at the
time of the backup. HP-OMS is responsible for the applications' ability to use
restored data.
EXCLUDED:
o HP-OMS will not guarantee backup data and restore quality of backup
performed prior to Commencement Date.
o Safekeeping remote location and tapes transition to that remote location is
the Customer's responsibility
2.9 PROCUREMENT AND IT ADMINISTRATIVE SLA
The following table describes the SLA for the procurement and IT administrative
tasks performed by HP-OMS.
TABLE 7: DETAILED PROCUREMENT AND IT ADMINISTRATIVE SLA
ITEM
NUMBER SERVICE SLA
------ --------------------------------------- --------------------------
1 Regular procurement request [**]
2 Urgent procurement request [**]
3 Procurement request which requires at [**]
least 3 price offers
4 Invoice Customer for the procured goods [**]
(Payment terms according to Exhibit E)
5 Software license status [**]
6 3rd party contract information [**]
7 Provide IT information for RFI/RFP Will be mutually agreed on
process a case by case basis
8 Asset information [**]
9 Delivery [**]
10 Pricing [**]
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2.10 HP-OMS OVERALL SLA COMMITMENT FOR MUO AND CRITICAL PRIORITY INCIDENTS
For each Incident, the Time to Own and Time to Resolve will be inserted into the
Ticketing System. For each Incident entered into the Ticketing System, the Time
to Own and the Time to Resolve for Critical Service Levels (i.e. set out in
SECTION 1, TABLE 1) will be measured against the actual Time to Own and Time to
Resolve achieved by HP-OMS within the Measurement Period.
If HP-OMS does not comply with the Time to Own or the Time to Resolve Service
Levels with respect to a particular Incident, the ticket for such Incident shall
be deemed to be a failed ticket (whether or not HP-OMS eventually resolves the
Incident).
If HP-OMS complies with the Time to Own and the Time to Resolve Service Levels
with respect to a particular Incident, the ticket for such Incident shall be
deemed to be a successful ticket.
HP-OMS shall measure and report its success/fail rate to Customer for all
Service Levels for MUO and Critical Priority Incidents on a monthly basis.
Without limiting the Customers right to terminate the agreement for Material
Breach, if, for a consecutive three (3) month period, the Total Average Success
Rate constitutes a substantial deviation from MUO and Critical Time to Resolve
parameters of the Critical Service Levels, HP-OMS will be deemed to be in
material breach of the Agreement.
2.11 TECHNOLOGY REFRESH PROGRAM SLA
HP-OMS will provide the Customer with technology refresh of the HP-OMS Hardware
and HP-OMS Software.
At the beginning of each calendar quarter, HP-OMS and Customer will mutually
prepare a list of the prospective assets to be replaced in accordance with the
Customer preferences and Customer's IT environment needs. The hardware amounts
to be supplied by HP-OMS are detailed in Table 9 and Table 10 herein. The
hardware models that will be provided by HP-OMS are detailed in table 9 herein.
By the end of such quarter, all such assets must be replaced.
The hardware and software supplied by HP-OMS will be according to the local
standard of langue in use at the specific office (i.e. operating system and
keyboard).
All Servers and Laptops included within the Refreshed Assets, Add-On Assets and
New Customer Employee Assets must be maintained at a level equal to or better
than HP's "Carepack Service", e.g., on a 24X7 basis, with repairs within 4 hours
of the call for servers etc.
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TABLE 9: TECHNOLOGY REFRESH SLA
ITEM DESCRIPTION MAXIMUM ASSET AGE(2)
-------------------------- ------------------------------------------------- ---------------------------
Office desktop Computer desktop that can run the latest office [**](5)
environment applications [**]) Will be replaced with water
fall developers desktops
Developer desktop Computer desktop that can run [**]
[**]. The computer will have [**]
or similar [**] card and the
second best CPU available upon
time of purchase (like EvoD510 or
(3)Equivalent)
Office laptop Computer laptop that can run the latest office [**]
environment applications (like [**]
Sales Laptop Computer laptop that can run [**]. The laptop [**]
will have [**]or similar [**]support and the
second best CPU available for laptop upon time
of purchase (like [**]. Such hardware can be
provided as refurbish hardware with a minimum
of [**] years Carepaq service.
Unix Workstation Unix workstation which can run the latest [**]
operating system and development environment
applications as utilized by the Customer (like
[**]. Such hardware can be provided as
refurbish hardware with a minimum of
[**]Carepaq service.
Laser printers Department laser printer (like LaserJet 4600/ 4
4200/1300 or (3)Equivalent)
Ink-Jet printers Color ink printers for personal and department 4
usage (like HP DeskJet 6122/ink jet 3000 or
(3)Equivalent)
Peripheral equipment Configuration will be determined according to [**]
the [**]
Storage devices(4) Storage system category, which is Equivalent to [**]
the storage system used by the Customer with
minimal storage capacity that is [**]% greater
then currently in use.
Backup and Restore Systems Backup system which can backup Customer site 5
data without manual interference
Networking Equipment Latest available network equipment available 5
upon date of refresh with respect to equipment
category currently in usage by the Customer.
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ITEM DESCRIPTION MAXIMUM ASSET AGE(2)
-------------------------- ------------------------------------------------- ---------------------------
Microsoft Software Latest released software 3
product available from 3 Microsoft
upon the date of refresh.
HP-OMS Software except Latest released software product available from 3.5
Microsoft Software the software vendor upon the date of refresh.
Unix Server Configuration will be determined according to 5
Customer requirements with respect to average
hardware configuration of the last 12 months of
usage
Back Office Servers Computer server that can run latest Microsoft [**]
server's operating and applications utilized by
the Customer. The server
configuration will be according to
the number of end-users at each
site and will consist with second
best parts configuration currently
available in the market (like Based
on [**]
An estimation for the hardware Technology Refresh program as described in Table
9 above will be applied according to the estimated information detailed in Table
10 herein (Customer Hardware Age At Commencement Date) and on Customer's
end-users hardware needs as detailed in TABLE 11 herein (Customer's End-users
Hardware Allocation).
It is agreed between the parties that HP-OMS is allowed to use existing
equipment (e.g. Customer Hardware, New Employee Assets or Refreshed Assets) for
Technology Refresh purposes as long as the equipment age did not exceed its
Maximum Age as described above (e.g. HP-OMS will be able to use computer
equipment of retired employee for the Technology Refresh program as long as the
computer age did not exceed the Maximum Age criteria).
TABLE 10: ESTIMATION OF CUSTOMER HARDWARE AGE AT COMMENCEMENT DATE
LAPTOP COMPUTERS AGE PERCENTAGE
-------------------------------
AGE IN YEARS ISRAEL US EUROPE ASIA
---------------------- ---------- --------- ----------- --------
3 or more [**]% [**]% [**]% [**]%
2-3 [**]% [**]% [**]% [**]%
1-2 [**]% [**]% [**]% [**]%
1 or less [**]% [**]% [**]% [**]%
Total Percentage 100% 100% 100% 100%
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DESKTOP COMPUTERS AGE PERCENTAGE
--------------------------------
AGE IN YEARS ISRAEL US EUROPE ASIA
------------------------ ---------- -------- ----------- --------
3 or more [**]% [**]% [**]% [**]%
2-3 [**]% [**]% [**]% [**]%
1-2 [**]% [**]% [**]% [**]%
1 or less [**]% [**]% [**]% [**]%
Total Percentage 100% 100% 100% 100%
For the avoidance of doubt, the maximum refreshed assets in the first 2 years
following Commencement Date will not exceed [**]% of the total equipment.
Equipment that has been refreshed by HP-OMS will be retired. HP-OMS will have
the right to use retired equipment (equipment which passed the Maximum Age) for
any purpose.
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TABLE 11: CUSTOMER'S END-USERS HARDWARE ALLOCATION BY GROUP AND SUB-GROUP
[**]
In addition, the refresh program will apply to the following computer equipment:
o [**] Desktops for labs and training purposes
o [**] Power Desktops for labs and training purposes
o [**] Power Desktops
If the upgrade or replacement of development desktops will require (according to
the needs of the Customer's software development teams) a more frequent refresh
rate than the rate set out in Table 9, the requirement will be checked and
mutually greed by the Customer's IT department and HP-OMS. If approved, HP-OMS
may try to upgrade the relevant desktops part that is essential for the software
development needs (e.g. memory upgrade). If upgrading the specific part is not
possible, HP-OMS will replace the desktop on a per need basis and may use the
replaced desktop for refreshing office desktop.
(1) REFRESH RATE FOR SIX YEAR PERIOD means the amount of times every component
will be replaced during the [**]
(2) MAXIMUM ASSET AGE means the age specified in table 9 beyond which the assets
set out in Table 9 shall not exceed.
(3) EQUIVALENT means alternative Hardware, which falls under the same class
definition of the current Hardware from any vendor.
(4) STORAGE CAPABILITIES - HP-OMS will provide the Customer with [**]% growth in
total storage capacity every year in addition to the refresh rate described in
Table 9 in connection with Storage devices.
(5) OFFICE DESKTOP MAXIMUM AGE - HP-OMS will provide the Customer [**]office
desktop with Maximum Age of [**].
2.12 NEW EMPLOYEES HARDWARE AND SOFTWARE
HP-OMS will provide the Customer's new employees with Hardware and Software in
accordance with her/his job description and group category. The Customer is
required to notify HP-OMS 3 weeks in advance about the arrival such employee.
Once the Customer had notified HP-OMS about the arrival of a new employee,
HP-OMS will provide in 3- weeks period time the applicable hardware and
software.
The hardware will be supplied according to table 11 (CUSTOMER'S END-USERS
HARDWARE ALLOCATION BY GROUP AND SUB-GROUP) and software will be provided
according to Appendix C table 14 (Software to be provided to new employees)
herein.
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In case Customer cannot notify HP-OMS about the arrival of a new employee 3
weeks in advance, HP-OMS will provide the new employee an alternative hardware
and/or software which will be as close as possible to the applicable
configuration until such hardware/software will be available.
New employees Hardware and Software will be subject to the same Technology
Refresh Rate as described in section 2.11 herein.
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3 REGULAR AND LOW PRIORITY SERVICE LEVELS
3.1 HP-OMS OVERALL SLA COMMITMENT FOR REGULAR & LOW PRIORITY INCIDENTS
For each Incident, the Time to Own and Time to Resolve will be inserted into the
Ticketing System. For each Incident entered into the Ticketing System, the Time
to Own and the Time to Resolve for Service Levels (i.e. set out in Section 3.1,
Table 11) will be measured against the actual Time to Own and Time to Resolve
achieved by HP-OMS within the Measurement Period.
If HP-OMS does not comply with the Time to Own or the Time to Resolve Service
Levels with respect to a particular Incident, the ticket for such Incident shall
be deemed to be a failed ticket (whether or not HP-OMS eventually resolves the
Incident).
If HP-OMS complies with the Time to Own and the Time to Resolve Service Levels
with respect to a particular Incident, the ticket for such Incident shall be
deemed to be a successful ticket.
HP-OMS' "Overall SLA Commitment" with respect to Regular and Low Priority
Incidents is to meet or exceed in each (monthly) Measurement Period:
(a) The Minimum Success Rate for Time to Own,
(b) The Minimum Success Rate for Time to Resolve and
(c) The Minimum Success Rate for [**] (as defined in Section 3.2 below),
As set out in Table 11 below, based on the Service Levels for Regular and Low
Priority Incidents described in SECTION 3.3, TABLE 12, respectively.
TABLE 11: OVERALL SLA COMMITMENT - REGULAR AND LOW PRIORITY INCIDENTS
MINIMUM MINIMUM
SUCCESS RATE SUCCESS RATE
YEAR PRIORITY FOR TIME TO OWN FOR TIME TO RESOLVE [**]
---------------- -------- --------------- ------------------- --------
1st and 2nd Regular [**]% [**]% [**]%
support years Low [**]% [**]% [**]%
3rd support year Regular [**]% [**]% [**]%
and above Low [**]% [**]% [**]%
3.2 "MAXIMUM TIME TO RESOLVE" SERVICE LEVEL
For each Service, HP-OMS shall comply with the Time to Own, Time to Resolve and
Maximum Time to Resolve parameters for each Service Levels with Regular and Low
Priorities set out in Table 11. These Services are subject to the Service Level
Credits in the case of a Critical Service Level Failure, as detailed in Table 1.
18
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
The "Maximum Time to Resolve" indicator is intended to ensure that even in cases
where HP-OMS' fails to meet the "Time to Resolve" Service Level for an
applicable Regular or Low Priority Incident, as specified in Table 12 in Section
3.3 below, HP-OMS shall then meet a second "Maximum Time to Resolve" Service
Level for such Incident..
The Maximum Time to Resolve is defined as follows:
[**]
3.3 SERVICE LEVELS FOR REGULAR AND LOW PRIORITY INCIDENTS
TABLE 12: REGULAR AND LOW INCIDENTS SERVICE LEVEL
TIME TO TIME TO
TIME TO RESOLVE RESOLVE
OWN AN CLASS 1 CLASS 2
INCIDENT SITES (IN SITES (IN
NO. PRIORITY TYPE INCIDENT DESCRIPTION (IN HOURS) HOURS) HOURS)
---- ---------- -------------- --------------------------------- ---------- --------- ---------
Non critical operating system
61 Regular WES problem (e.g. OS error [**] [**] [**]
messages) affecting end user
work
Operating system problem-
62 Regular WES (e.g. OS crashed, end-user [**] [**] [**]
can't work)
End-user problem (e.g.
63 Regular WES hardware failure) affecting [**] [**] [**]
end user work
Customer Software Service
64 Regular WES Request affecting end user [**] [**] [**]
work
HP-OMS Software problem
65 Regular WES (e.g. Outlook problem, Internet [**] [**] [**]
Explorer error) affecting end
user work
Windows Administration
Service Request (e.g. password
reset/unlock, Group
66 Regular WES management, change end- [**] [**] [**]
user properties) affecting one
end user work
Fully supported application-
67 Regular WES IMAC Service Request (e.g. Ms- [**] [**] [**]
Office installation) and end
user cannot work
Make It Work Supported
68 Regular WES applications Urgent IMAC [**] [**] [**]
Service Request
Security Service Request (e.g.
End-user infected file, secure
remote etc) affecting end user
69 Regular WES work and the end user will not [**] [**] [**]
infect the company with
viruses
19
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
TIME TO TIME TO
TIME TO RESOLVE RESOLVE
OWN AN CLASS 1 CLASS 2
INCIDENT SITES (IN SITES (IN
NO. PRIORITY TYPE INCIDENT DESCRIPTION (IN HOURS) HOURS) HOURS)
---- ---------- -------------- --------------------------------- ---------- --------- ---------
Printing problem (e.g. printer
70 Regular WES doesn't work) and one end [**] [**] [**]
user cannot print with ability to
print to alternative printer
Any other end-user WES service
components (which are not
71 Regular WES mentioned above) end user [**] [**] [**]
work is effected but can still do
most of the work
End-user hardware failure,
(e.g., PC hardware failure),
72 Regular Hardware affecting end user work with [**] [**] [**]
some functionality problems
Non critical Hardware Service
Request (e.g., hardware
73 Regular Hardware upgrade/replace) and end [**] [**] [**]
user work is affected
Printer hardware failure - (e.g.
End-user can't print); there are
74 Regular Hardware alternative printers on site for [**] [**] [**]
end user to use
Hardware IMAC request -
(e.g., relocate desktop
75 Regular Hardware location) and one end user [**] [**] [**]
cannot perform his/her tasks
Windows Administration -
Service Request (e.g. open
76 Regular Servers new NT/mail account) [**] [**] [**]
affecting end user work
Windows Administration
Service Request (e.g. password
reset/unlock, Group
77 Regular Servers management, change end- [**] [**] [**]
user properties) affecting one
end user work
Non urgent Service Request for
restore from backup (e.g.
78 Regular Servers Single user file, etc) and [**] [**] [**]
affecting end user work
UNIX server system Service
79 Regular Servers Request affecting end user [**] [**] [**]
work
Backend Service Incident that
80 Regular Servers is not a failure, affecting the [**] [**] [**]
work at one or more end users
at one Customer Site
Exchange Administration -
Service requests (e.g.
81 Regular Mail add/change mailing lists, [**] [**] [**]
change end-user properties)
and end user cannot perform
some/all work related to mail
Exchange Service Request
82 Regular Mail end-user cannot send or [**] [**] [**]
receive mail
Any other mail issues effect the
83 Regular Mail mail of end users that cannot [**] [**] [**]
send and receive mail
20
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
TIME TO TIME TO
TIME TO RESOLVE RESOLVE
OWN AN CLASS 1 CLASS 2
INCIDENT SITES (IN SITES (IN
NO. PRIORITY TYPE INCIDENT DESCRIPTION (IN HOURS) HOURS) HOURS)
---- ---------- -------------- --------------------------------- ---------- --------- ---------
LAN Network Service Request
84 Regular Network (e.g. Switch configuration [**] [**] [**]
change) affecting end user
work
WAN Network Service Request
85 Regular Network (e.g. Router configuration [**] [**] [**]
change) affecting the work of
more than one user at more
than one Customer Site
86 Regular Unix Support & UNIX workstation Service [**] [**] [**]
Administration Request affecting end user
work
87 Regular Unix Support & UNIX workstation hardware [**] [**] [**]
Administration Service Request affecting end
user work
88 Regular Unix Support & Unix workstation failure [**] [**] [**]
Administration affecting end user work
Service Request for Storage
89 Regular Storage configuration affecting one [**] [**] [**]
end user work
Administration or support
request for business
90 Regular Business application, affecting more [**] [**] [**]
Application than one user at more than
one Customer Site
Non critical operating system
problem (e.g. OS error
91 Low WES messages) not affecting end [**] [**] [**]
user work
Customer Software Service
92 Low WES Request not affecting end user [**] [**] [**]
work
HP-OMS Software problem
93 Low WES (e.g. Outlook problem, Internet [**] [**] [**]
Explorer error) not affecting
end user work
Windows Administration
Service Request (e.g. password
reset/unlock, Group
94 Low WES management, change end- [**] [**] [**]
user properties) not affecting
one or more end user work
Fully supported application-
IMAC Service Request (e.g. Ms-
95 Low WES Office installation) not [**] [**] [**]
affecting end user work
96 Low WES Make it Work Supported [**] [**] [**]
applications IMAC Service Request
Printing problem (e.g. printer
97 Low WES doesn't work) and one or more [**] [**] [**]
end users can print on other
printer
Any other end-user WES service
components (which are not
98 Low WES mentioned above) does not [**] [**] [**]
effect the end user work
21
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
TIME TO TIME TO
TIME TO RESOLVE RESOLVE
OWN AN CLASS 1 CLASS 2
INCIDENT SITES (IN SITES (IN
NO. PRIORITY TYPE INCIDENT DESCRIPTION (IN HOURS) HOURS) HOURS)
---- ---------- -------------- --------------------------------- ---------- --------- ---------
End-user hardware failure,
99 Low Hardware (e.g., PC hardware failure) not [**] [**] [**]
affecting end user work
Non critical Hardware Service
Request (e.g., hardware
100 Low Hardware upgrade/replace) and end [**] [**] [**]
user work is not affected
Hardware IMAC Service
Hequest (e.g., relocate
101 Low Hardware Resktop location) and one [**] [**] [**]
dnd user can perform his/her
tasks
Windows Administration -
Service Request (e.g. open
102 Low Servers new NT/mail account) not [**] [**] [**]
affecting end user work
Windows Administration
Service Request (e.g. password
103 Low Servers reset/unlock, Group [**] [**] [**]
management, change end-
user properties) not affecting
end user work
Non urgent Service Request for
104 Low Servers restore from backup (e.g. [**] [**] [**]
Single user file, etc) not
affecting end user work
UNIX server system Service
105 Low Servers Request not affecting end user [**] [**] [**]
work
Backend Service Incident that
106 Low Servers is not a failure, not affecting [**] [**] [**]
the work at one or more end
users at one Customer Site
Exchange Administration -
Service requests (e.g.
107 Low Mail add/change mailing lists, [**] [**] [**]
change end-user properties)
and end user can perform
some/all work related to mail
Exchange Service Request -
108 Low Mail end-user can send or receive [**] [**] [**]
mail
Any other mail issues does not
109 Low Mail Affect the mail end users can [**] [**] [**]
esend and receive mail
LAN Network Service Request
(e.g. Switch configuration
110 Low Network change) not affecting end [**] [**] [**]
user work
WAN Network Service Request
(e.g. Router configuration
111 Low Network change) not affecting the [**] [**] [**]
work of more than one user at
more than one Customer Site
112 Low Unix Support & UNIX workstation Service [**] [**] [**]
Administration Request not affecting end user
work
22
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
TIME TO TIME TO
TIME TO RESOLVE RESOLVE
OWN AN CLASS 1 CLASS 2
INCIDENT SITES (IN SITES (IN
NO. PRIORITY TYPE INCIDENT DESCRIPTION (IN HOURS) HOURS) HOURS)
---- ---------- -------------- --------------------------------- ---------- --------- ---------
113 Low Unix Support & UNIX workstation hardware [**] [**] [**]
Administration Service Request not affecting
end user work
114 Low Unix Support & Unix workstation failure and [**] [**] [**]
Administration end user can still work
Service Request for Storage
115 Low Storage configuration not affecting [**] [**] [**]
end user work
Business Administration or support
116 Low Application request for business [**] [**] [**]
application, affecting one user
23
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
APPENDIX B: FORM OF CRITICAL SERVICE LEVEL REPORTS
SAMPLE OF CRITICAL SERVICE LEVEL REPORT TO BE SUBMITTED BY HP-OMS TO CUSTOMER ON
A MONTHLY BASIS:
TOTAL NUMBER
OF CRITICAL
SERVICE NUMBER OF
LEVELS FAILED CRITICAL CRITICAL SERVICE LEVEL CALCULATED
INCIDENTS/ SERVICE LEVEL INCIDENT CREDIT ERVICE LEVEL
COMMITMENTS INCIDENTS/ TYPE ALLOCATION CREDIT
PER CRITICAL COMMITMENTS FAILURE PERCENTAGE PER PERCENTAGE
NO. PRIORITY CRITICAL INCIDENT TYPE INCIDENT TYPE PER TYPE RATE TYPE PER TYPE
----- -------- ---------------------- ------------- --------------- -------- -------------- ------------
1 MUO [**] [**] [**] [**] [**] [**]
2 MUO [**] [**] [**] [**] [**] [**]
4 MUO [**] [**] [**] [**] [**] [**]
5 MUO [**] [**] [**] [**] [**] [**]
6 MUO [**] [**] [**] [**] [**] [**]
8 MUO [**] [**] [**] [**] [**]
9 Critical [**] [**] [**] [**] [**] [**]
10 Critical [**] [**] [**] [**] [**] [**]
TOTAL MONTHLY CREDIT PERCENTAGE (TO BE MULTIPLIED BY THE AT RISK AMOUNT) [**]
24
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
25
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
APPENDIX C: FORM OF SOFTWARE TO BE PROVIDED TO NEW CUSTOMER'S EMPLOYEES
TABLE 14: SOFTWARE TO BE PROVIDED TO NEW EMPLOYEE
DEVELOPER DESKTOP:
NAV
[**]
Win Zip
Acrobat Reader
[**]
4 Dos NT*
[**]
Office 2000
[**]
[**]
[**]
[**]
[**]
[**]
[**]
Babylon (supply only with license)
* The above items license to be provided by the Customer.
OFFICE DESKTOP
NAV
[**]
Win Zip
[**]
[**]
Office 2000
THE OPERATING SYSTEM SUPPLIED WILL BE IN ACCORDANCE WITH THE LOCAL LANGUAGE IN
USE AT THE OFFICE.
