Exhibit 10.11 Page 1
Technical Assistance Support
Services Agreement for FWA Equipment
This Technical Assistance Support Services Agreement for FWA Equipment (the
"Agreement"), dated as of February 14, 2003, is entered into between Axtel, S.A.
de C.V. a Mexican corporation, ("Customer") and Nortel Networks UK Limited, an
English corporation ("Nortel Networks").
The parties hereto agree to the following terms and conditions:
1. Scope
1.1 Nortel Networks will provide the technical assistance support services (the
"TAS Services") and other FWA services (the "Other Services"), as described
in the Exhibit "B" of this Agreement (collectively the "Services") at the
prices set forth in Exhibit "A".
1.2 As part of the Services described in this Agreement, each year during the
Term of this Agreement, Nortel Networks will provide an annual software
release designed to enhance the functionality of the FWA System (the
"Software Enhancement Release"), as well as its first market application
("FMA"), and when appropriate, it will include solutions to issues raised
by Customer through the Technical Support process, as detailed in Exhibit
"B", Exhibit "C" and Exhibit "D" of this Agreement. The prices for this
Software Enhancement Release and related services, are described in Exhibit
"A" of this Agreement. The content and scope of the 2003 Software
Enhancement Release are described in Exhibit "C" of this Agreement. The
content and scope of subsequent years' of the Software Enhancement Releases
shall be agreed via the bi-monthly Product Enhancement Conferences and by
the end of September of the previous year.
1.3 The scope of Services is described in the following Exhibits attached
hereto and made an integral part of this Agreement:
o Exhibit A: Price Summary
o Exhibit B: Description of the Technical Assistance Support Services
("TAS" or the "Services")
o Exhibit C: Content and Scope of the First Software Enhancement
Release.
o Exhibit D: "First Market Application Process For Annual FWA Software
Enhancement Release".
2. Price
2.1 The price for the Services to be rendered by Nortel and for the provision
of the Software Enhancement Release and related services are indicated in
Exhibit A. All amounts have
Page 1
Technical Assistance Support Services Agreement for FWA Equipment
--------------------------------------------------------------------------------
been expressed in US Dollars and do not include any taxes that may be
levied by any governmental authority for the sale of the Services.
2.2 If any payment hereunder is to be made in Mexican pesos, the prices in
Exhibit A shall be converted to Mexican pesos at the exchange rate
published in the Diario Oficial de la Federacion on the date of payment;
provided, however, that payment may only be made in Mexican pesos as long
as the Services are being provided by a Mexican legal entity.
2.3 Each party shall be responsible for the payment of its own income taxes as
they relate to this Agreement. If any authority imposes a tax, duty, levy
or fee, excluding those based on Nortel Networks' net income, in connection
with the Services supplied by Nortel Networks under this Agreement,
Customer agrees to pay that amount as specified in the invoice, or provide
exemption documentation.
2.4 If Customer is compelled by law to deduct or withhold any amounts from any
payment, then Customer shall pay to Nortel Networks such additional amounts
as may be necessary to ensure that Nortel Networks receives a net amount
equal to the full amount which would have been received had the payment not
been subject to such deduction or withholding.
2.5 Customer consents without qualification to the sale of receivables by
Nortel Networks, subject to a 30-day prior written notice, and authorizes
the disclosure of this Agreement and any attachments or associated
documents as necessary to facilitate such sale. Any tax impact to Customer
resulting from such sale and/or assignment shall be borne by Nortel
Networks.
3. Payment Terms
3.1 Nortel Networks shall invoice Customer for the TAS Services every three (3)
months, 30 days in advance of the invoice due date, for TAS Services to be
provided within such 3-month period.
3.2 Nortel Networks shall invoice Customer one hundred percent (100%) of the
price of Other Services upon completion, unless the Other Service continues
beyond thirty days, in which case Nortel Networks shall invoice Customer at
the end of each month for the Other Services performed in that month.
3.3 Payment for the Services rendered by Nortel Networks shall be within thirty
(30) days from the date of invoice is received by Customer.
3.4 All payments shall be made in accordance with the payment instructions
contained in the applicable invoice if they are not in conflict with the
provisions of this Agreement.
3.5 Customer shall pay interest on any late payments at the rate of 18% per
annum (11/2% per month).
Page 2
Technical Assistance Support Services Agreement for FWA Equipment
--------------------------------------------------------------------------------
4. Term
4.1 The term ("Term") of this Agreement shall start on the Closing Date (as
such term is defined in the Restructuring Agreement) and shall continue for
the same term as the Purchase and License Agreement for FWA Equipment of
even date herewith, entered into among Nortel Networks Limited, Nortel
Networks de Mexico, S.A. de C.V. and Customer (the "FWA Supply Contract").
5. Customer Responsibilities
5.1 Customer agrees to reasonably cooperate with Nortel Networks in the
performance by Nortel Networks of the Services, including, without
limitation, providing Nortel Networks with sufficient and timely access
free of charge to facilities, data, information and personnel of Customer
in accordance with Customer's then-current access internal policies,
including the recovery by Nortel Networks of any diagnostic or test
equipment, documentation or other items used by Nortel Networks in the
performance of the Services.
5.2 In addition, Customer shall be responsible for the accuracy and
completeness of all data and information that it provides or causes to be
provided to Nortel Networks. In the event that there are any delays by
Customer in fulfilling its responsibilities as stated above, there is a
disagreement between the parties as to the cooperation required from
Customer, or there are errors or inaccuracies in the information provided,
Nortel Networks shall be entitled to appropriate schedule and pricing
adjustments.
6. Personnel
6.1 Nortel Networks and Customer are each responsible for the supervision,
direction, compensation and control of their own employees and
subcontractors. Nortel Networks may subcontract any portion or all of the
Services to subcontractors selected by Nortel Networks.
6.2 Neither party shall knowingly hire, engage as independent contractors or
solicit employees of the other party with whom it had contact as a result
of the performance of the Services for a period ending one year after
completion of the Services. Neither party shall be precluded from
conducting generalized searches for employees (and hiring those employees
who respond to generalized searches), through the use of advertisements in
the media or through the use of search firms, provided that searches are
not specifically targeted on employees providing Services.
7. Patents and Copyrights
7.1 Nortel shall indemnify and hold harmless Customer, its officers, directors,
representatives, agents, employees, contractors, subcontractors,
subsidiaries and affiliates against any actual direct loss, damage,
liability, cost, expense, action or claim, including reasonable attorneys'
fees, litigation costs and expenses and amounts paid in settlement, subject
to the limitations set forth in the following paragraphs, arising out of or
in connection with
Page 3
Technical Assistance Support Services Agreement for FWA Equipment
--------------------------------------------------------------------------------
any infringement or alleged infringement of patents, copyrights,
trademarks, trade secrets, or any other intellectual property right of a
third party. Therefore, if a third party claims that any materials
manufactured by Nortel Networks and provided to Customer in the performance
of the Services infringe that party's patent or copyright, Nortel Networks
will defend Customer against that claim at Nortel Networks' expense and pay
all costs and damages that a court finally awards or are agreed to in
settlement, provided that Customer (a) promptly notifies Nortel Networks in
writing of the claim; and (b) allows Nortel Networks to control, and
cooperates with Nortel Networks at Nortel Networks' expense in, the defense
and any related settlement negotiations. If such a claim is made or appears
likely to be made, Nortel Networks agrees to secure the right for Customer
to continue to use the materials, or to modify them, or to replace them
with materials that are functionally equivalent. If Nortel Networks
determines that none of these alternatives is reasonably available,
Customer agrees to return the materials upon Nortel Networks' written
request. Nortel Networks will give Customer a credit equal to the amount
paid by Customer to Nortel Networks for the infringing materials returned.
Any such claims against the Customer or liability for infringement arising
from use of the materials following a request for return by Nortel Networks
are the sole responsibility of Customer. This represents Customer's sole
and exclusive remedy regarding any claim of infringement.
7.2 Nortel Networks has no obligation regarding any claim based on any of the
following: (a) anything Customer provides which is incorporated into the
materials; (b) compliance by Nortel Networks with the Customer's
specifications, designs or instructions; (c) the amount of revenues or
profits earned or other value obtained by the use of a product by Customer;
(d) Customer's modification of the materials or products, provided that
Customer is hereby authorized to generate new Software Scripts or modify
the existing ones; provided, however, that Nortel Networks shall not be
obligated to support such modified Software Scripts; and provided, further,
that Nortel Networks shall not be responsible for any performance issues
resulting from such modified Software Scripts; or (e) Customer's failure to
install or have installed changes, revisions or updates as instructed by
Nortel Networks.
7.3 In case of any infringement caused by any Third Party Vendor Item, Nortel
Networks shall reasonably cooperate with Customer and hereby assigns to
Customer any of its rights to request the proper defense and
indemnification for such claim to such Third Party Vendor. Nortel Networks
shall provide Customer with all necessary contact information and
applicable documentation, if available, for those third party vendors.
Furthermore, Nortel Networks shall use its best efforts to provide
reasonable assistance to Customer for Customer to be able to obtain from
the Third Party Vendor the applicable defense and indemnification for such
Third Party Vendor Item infringement, but only to the extent such
assistance does not cause Nortel Networks to incur any out-of-pocket
expenses or material additional costs.
8. Intellectual Property
Page 4
Technical Assistance Support Services Agreement for FWA Equipment
--------------------------------------------------------------------------------
8.1 Nortel Networks, on behalf of itself and its subcontractors, reserves all
proprietary rights in and to (i) all methodologies, designs, engineering
details, and other data pertaining to the Services and designs,
documentation and other work product prepared by Nortel Networks and
delivered to Customer, (ii) all original works, computer programs and
updates developed in the course of providing the Services (except
Customer's developed programs) or as otherwise agreed in writing between
the parties, (iii) discoveries, inventions, patents, know-how and
techniques arising out of the Services, and (iv) any and all products
(including software and equipment) developed as a result of the Services.
The performance by Nortel Networks of Services shall not be deemed work for
hire. Nortel Networks grants to Customer a perpetual, non-exclusive,
world-wide, paid up license to use, copy and modify the designs,
documentation and other work product prepared by Nortel Networks and
delivered to Customer in the performance of Services solely for Customer's
internal business purposes.
8.2 It is understood between the parties that Nortel Networks will employ its
know-how, techniques, concepts, experience and expertise, as well as all
other intellectual property to which it reserves its rights, to perform
services the same as or similar to the Services for others.
9. Warranty and Disclaimer
9.1 Nortel Networks will perform the Services in a professional and workmanlike
manner. Customer shall notify Nortel Networks in writing of any
non-conformance within sixty (60) days of the date on which the Services
are completed. Provided Customer gives written notice to Nortel Networks of
any non-conforming Services within the above 60-day period, Nortel Networks
will re-perform the non-conforming Services.
9.2 THIS WARRANTY IS CUSTOMER'S EXCLUSIVE WARRANTY. NORTEL NETWORKS HEREBY
DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation on Liability
10.1 In no event shall Nortel Networks or its agents or subcontractors be liable
to Customer for more than the greater of the amount of any actual direct
damages or the fees paid for Services that are the subject of the claim,
regardless of the cause and whether arising in contract, tort (including
negligence) or otherwise. This limitation will not apply to claims for
damages for bodily injury (including death) and damage to real property and
tangible personal property for which Nortel Networks is legally liable and
payments as set forth in Section 7 - Patents and Copyrights.
10.2 IN NO EVENT SHALL NORTEL NETWORKS OR ITS AGENTS OR SUPPLIERS BE LIABLE FOR
ANY OF THE FOLLOWING: A) DAMAGES BASED ON ANY THIRD PARTY CLAIM EXCEPT AS
EXPRESSLY PROVIDED FOR HEREIN AND IN
Page 5
Technical Assistance Support Services Agreement for FWA Equipment
--------------------------------------------------------------------------------
SECTION 7; B) LOSS OF, OR DAMAGE TO, CUSTOMER'S RECORDS, FILES OR DATA; OR
C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS OR LOST SAVINGS), EVEN IF NORTEL NETWORKS IS
INFORMED OF THEIR POSSIBILITY.
11. Force Majeure
11.1 Neither party shall be liable for delays or nonperformance of this
Agreement occasioned by fire, casualty, explosion, lightning, accident,
strike, lockout, labor unrest, labor dispute (whether or not, in respect of
the foregoing labor-related matters, the affected party is in a position to
settle the matter), war (declared or undeclared), armed conflict, civil
disturbance, riot, Act of God, delay of common carrier, the enactment,
issuance, or application of any law, local by-law, regulation, or
executive, administrative, or judicial order, acts (including delay or
failure to act) of any governmental authority, or any other cause or causes
(whether of the foregoing, nature or not), or any other similar or
different occurrence, which cause or occurrence is beyond the reasonable
control of the affected party and whether or not foreseeable by such party
("Force Majeure"). However, if the delay or non-performance due to Force
Majeure exceeds 3 (three) months, the party not affected by Force Majeure
may terminate this Agreement provided written notice has been given to the
other party.
12. Independent Contractors
12.1 The parties herein are independent contracting entities. Nothing herein
shall be construed to create a relationship of employer and employee, joint
venture, partnership or association between Customer and Nortel Networks.
Except as expressly provided herein, neither party shall have the right to
bind or obligate the other party in any manner without the written consent
of the other party.
13. Termination; Survival
13.1 Without prejudice to any rights and remedies provided for hereunder, either
party hereto may terminate this Agreement, effective immediately, upon
written notice to any other party, upon the occurrence of any of the
following events or conditions (each, an "Event of Default"):
(i) the other party applies for or consents to the appointment of, or the
taking of possession by a receiver, custodian, trustee or liquidator
of itself or of all or a substantial part of its property,
(ii) the other party makes a general assignment for the benefit of its
creditors,
(iii) the other party commences a voluntary proceeding under the
bankruptcy, insolvency or similar laws relating to relief from
creditors generally,
Page 6
Technical Assistance Support Services Agreement for FWA Equipment
--------------------------------------------------------------------------------
(iv) the other party fails to contest in a timely or appropriate manner, or
acquiesces in writing to, any petition filed against it in an
involuntary proceeding under the bankruptcy, insolvency or similar
laws relating to relief from creditors generally, or any application
for the appointment of a receiver, custodian, trustee, or liquidator
of itself or of all or a substantial part of its property or its
liquidation, reorganization, dissolution or winding-up; or
(v) the other party materially fails to perform any term or condition
under this Agreement or any of its Annexes, which failure continues
for a period of thirty (30) days after written notice has been given
to the breaching party; provided, however, that if any party exercises
its termination rights as provided in this Section 13.1 after the sale
of the FWA Business by any affiliate of Nortel Networks, the FWA
Supply Contract shall automatically be terminated concurrently
therewith; and provided, further, that if any party exercises its
termination rights as provided in this Section 13.1 prior to the sale
of the FWA Business by any affiliate of Nortel Networks, the three
other Replacement Agreements shall automatically be terminated
concurrently therewith.
13.2 In addition, without prejudice to any other rights and remedies provided
for hereunder, Nortel Networks may terminate all four Replacement
Agreements, effective immediately, upon written notice to Customer, upon
the occurrence of any of the following events or conditions:
(i) Customer fails to make payment in accordance with the terms and
conditions hereof, which failure continues for a period of ten (10)
business days (in Mexico) after written notice to Customer,
(ii) within eighteen (18) months from the date hereof, the identity of
Customer's business materially changes by sale of its business,
transfer of control of its capital stock, merger or otherwise, unless
prior written consent therefore has been received from Nortel
Networks; or
(iii) the occurrence of an Event of Default under any one of the Senior
Note or the other Replacement Agreements which by the terms of such
agreements would allow Nortel Networks to declare such Senior Note due
and payable or to terminate such Replacement Agreement, as the case
may be.
13.3 The respective obligations of each party pursuant to Sections 2, 3, 6, 7,
8, 9, 10, 12, 13, 14 and 15 hereof, and any other obligations of each party
pursuant to this Agreement that by their nature would continue beyond the
termination, cancellation, or expiration hereof shall survive such
termination, cancellation, or expiration; provided, however, that if
Customer fails to make payment in accordance with the terms and conditions
hereof (subject to the cure period provided in Section 13.2 above), the
parties expressly agree that Section 9.1 hereof shall not survive such
termination, cancellation, or expiration.
14. Confidential Information
Page 7
Technical Assistance Support Services Agreement for FWA Equipment
--------------------------------------------------------------------------------
14.1 Confidential information ("Information") means: (i) software; and (ii) all
business, technical, marketing and financial information and data that is
clearly marked with a restrictive legend of the disclosing party
("Discloser").
14.2 The party receiving Information ("Recipient") will use the same care and
discretion to avoid disclosure, publication or dissemination of Information
as it uses with its own similar information that it does not wish to
disclose, publish or disseminate. The Recipient may disclose Information
only to: (i) its employees and employees of its parent, subsidiary or
affiliated companies or subcontractors who have a need to know for purposes
of carrying out this Agreement; and (ii) any other party with the
Discloser's prior written consent. Before disclosure to any of the above
parties, the Recipient will have a written agreement with such party
sufficient to require that party to treat Information in accordance with
this Agreement.
14.3 The Recipient may disclose Information to the extent required by law.
However, the Recipient must give the Discloser prompt notice and make a
reasonable effort to obtain a protective order.
14.4 No obligation of confidentiality applies to any Information that the
Recipient: (i) already possesses without obligation of confidentiality;
(ii) develops independently; or (iii) rightfully receives without
obligations of confidentiality from a third party. No obligation of
confidentiality applies to any Information that is, or becomes, publicly
available without breach of this Agreement.
14.5 Each party's obligations hereunder shall survive for a period of five (5)
years after receipt of Information hereunder from the Discloser, except as
otherwise mutually agreed upon by the parties.
14.6 The Discloser makes no representations or warranties of any nature
whatsoever with respect to any Information furnished to the recipient,
including, without limitation, any warranties of merchantability or fitness
for a particular purpose or against infringement.
15. General Provisions
15.1 This Agreement will be governed by and construed in accordance with the
laws of the State of New York, United States of America, with the
exclusions of its conflicts of law provisions.
15.2 If, within thirty (30) days from the date of any notice of dispute from a
Party to any other Party, such Parties are unable to resolve the issue,
then either Party may initiate the binding arbitration to resolve such
dispute by written notice to such other Party upon expiration of such
thirty (30) day period. Any dispute between the Parties arising in
connection with this Agreement shall be exclusively resolved by arbitration
pursuant to
Page 8
Technical Assistance Support Services Agreement for FWA Equipment
--------------------------------------------------------------------------------
the Rules of Conciliation and Arbitration of the International Chamber of
Commerce then in force. The arbitration proceedings pursuant to this
Section 18(c) shall take place in the English language in the City of
Miami, State of Florida, before a panel of three (3) arbitrators appointed
in accordance with the aforementioned rules. The decision of the
arbitrators shall be final and binding upon the Parties and their
respective successors and assigns. The decision and award rendered by the
arbitrators may be entered in any court of competent jurisdiction and any
such court may order the enforcement of such award against the Parties and
their respective successors and assigns.
15.3 EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING ANY ORDER ISSUED AND ACCEPTED
HEREUNDER.
15.4 The terms and conditions stated herein, together with its Exhibits A, B,
and C attached hereto, are the complete and exclusive statement of the
agreement between the parties with respect to the Services (including the
provision of the Software Enhancement Release and its related services)
described herein. There are no representations, warranties, promises,
covenants or undertakings between the parties except as described in this
Agreement.
15.5 If any of the provisions of this Agreement are found to be invalid under an
applicable statute or rule of law, they are to be enforced to the maximum
extent permitted by law and beyond such extent are to be deemed omitted
from this Agreement, without affecting the validity of any other provision
of this Agreement.
15.6 The headings and captions in this Agreement are for convenience only and
shall not be used to construe the meaning of this Agreement.
15.7 Customer agrees not to assign or otherwise transfer this Agreement or
Customer's rights under it, or delegate Customer's obligations, without
Nortel Networks' prior written consent, and any attempt to do so is void.
Notwithstanding the foregoing, Nortel Networks may assign or otherwise
transfer this Agreement or its rights under it, or delegate its
obligations, to any of its affiliates or to any purchaser of the FWA
Business, under the terms set forth in Section 20 of the FWA Supply
Contract.
15.8 Any changes to this Agreement must be made by mutual agreement and in
writing.
15.9 Capitalized terms used in this Agreement without definition shall have the
meaning assigned to those terms in the FWA Supply Contract.
16. Notices
16.1 The Parties expressly agree that any notices, communications or requests
which must be made under this Contract shall be given in person, by express
or overnight courier or telefax (in which case hard copy by express courier
must follow) at the following
Page 9
Technical Assistance Support Services Agreement for FWA Equipment
--------------------------------------------------------------------------------
addresses (or in such other address or telefax number that the Parties may
designate by notice to the other party under the terms set forth herein):
If to Customer: Axtel, S.A. de C.V.
Blvd.. Xxxxxxx Xxxx Xxxxx Xx. 333
Piso 2
Col. Unidad Xxx Xxxxx
Xxx Xxxxx Xxxxx Xxxxxx, 00000 N.L.
Attention: Xxxxxxx xx Xxxxxxxxxx Xxxxxxx
Tel: (00-00) 0000-0000
Fax: (00-00) 0000-0000
With a copy to: Axtel, S.A. de C.V.
Blvd.. Xxxxxxx Xxxx Xxxxx Xx. 333
Piso 2
Col. Unidad San Xxxxx
San Xxxxx Xxxxx Xxxxxx, 66215 N.L.
Attention: Corporate Counsel
Tel: (00-00) 0000-0000
Fax: (00-00) 0000-0000
If to Nortel Networks: Nortel Networks UK Limited
c/o Nortel Networks (CALA) Inc.
0000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000-0000
U.S.A.
Attention: Senior Counsel
With a copy to Tel: 000-000-0000
Fax: 000-000-0000
Nortel Networks de Mexico, S.A. de C.V.
Xxxxxxxxxxx Xxx Xx. 0000, Xxxx 00
Xxx. San Xxxx Insurgentes
03900 Mexico, D.F.
Attention: President and General Manager
Tel: (00-00) 0000-0000
Fax: (00-00) 0000-0000
Any notices to be given under this Agreement shall be made in writing and
shall be effective upon receipt at the address or telefax number specified
herein, or shall be given
Page 10
Technical Assistance Support Services Agreement for FWA Equipment
--------------------------------------------------------------------------------
in any other way that the Parties may agree, which may prove that the
notice was effectively given.
IN WITNESS WHEREOF, the parties have executed this Agreement through their duly
authorized representatives.
NORTEL NETWORKS UK LIMITED AXTEL, S.A. DE C.V.
By: /S/ Xxxxxxx Xxxxxx-Xxxxxxxx By: /S/ Xxxxxxx xx Xxxxxxxxxx
--------------------------- -------------------------
Name: Xxxxxxx Xxxxxx-Xxxxxxxx Name: /S/ Xxxxxxx xx Xxxxxxxxxx
Title: Attorney-in-Fact Title: Legal Representative
Page 11
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support services for FWA
Equipment
--------------------------------------------------------------------------------
Exhibit B
DESCRIPTION OF THE TECHNICAL ASSISTANCE SUPPORT SERVICES
"Exhibit B"
DESCRIPTION OF THE TECHNICAL ASSISTANCE SUPPORT SERVICES
1.0 SERVICES SUMMARY
This package of services from the Nortel Networks Support Services portfolio
will provide remote 2nd & 3rd level of technical assistance and emergency
recovery for Nortel Networks products in Axtel's network. Axtel's in house
structure will perform the Operations, Administration & Maintenance functions.
For this annually contracted support package, Nortel Networks' will provide
Technical and Support Services (the "Services") to the Nortel Networks' FWA
Hardware and FWA Software installed in Axtel's Network in Mexico (excluding
Hardware under warranty), such Services are described below:
* Provide remote troubleshooting on Nortel Networks supplied software and/or
hardware
* Assist in resolving network fault issues that may be linked to AXTEL's
network operational procedures and methodologies
* Assist AXTEL's staff in determining fault-locating interface problems
between Nortel Networks hardware or software and other vendors' equipment
* Perform REM software upgrades The terms and conditions for these services
are set forth in this Exhibit B.
Here follows a description of the Services to be provided by Nortel
Networks:
1.1 Technical Support Services
Technical Support Services, the foundation of the Nortel Networks Support
Services portfolio, provides remote support for issues associated with the
operation and maintenance of Nortel Networks products. Technical Support
Services includes two levels of service:
* Remote Technical Assistance
* Emergency Recovery
Remote Technical Assistance provides assistance to address network issues that
are not classified as emergency priority. Nortel Networks will register and
manage requests for Technical Assistance during normal business days and
business hours observed by Nortel Networks in the region where the service is
being performed.
Note: Nortel Networks classifies Technical Assistance case priorities as
Business Critical, Major, and Minor. Please refer to "1.1.6 Technical
Support Case Priority Classifications and Examples."
Emergency Recovery provides assistance to address emergency network issues.
Nortel Networks will register and manage requests for Emergency Recovery 24
hours per day, seven days per week including holidays observed by Nortel
Networks in the region where the service is being performed.
Page 2
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support services for FWA
Equipment
--------------------------------------------------------------------------------
Note: Nortel Networks classifies Emergency Recovery case priorities as E1
and E2. Please refer to "1.1.6 Technical Support Case Priority
Classifications and Examples."
To provide Remote Technical Assistance and Emergency Recovery, Nortel Networks
technicians and engineers will provide support primarily by remote means. In a
collaborative effort with Axtel's technical staff, these personnel will attempt
to diagnose and resolve issues related to the hardware, software, and/or
documentation supplied by Nortel Networks as explained in this service
description.
For both Remote Technical Assistance and Emergency Recovery, where telephone
support, remote diagnosis, and all other means of restoring product operation
have failed, Nortel Networks, upon Axtel's request, and if Nortel Networks
determines that on-site support is necessary and appropriate, will dispatch a
trained and qualified technical expert to Axtel's premises to facilitate further
diagnosis.
* Notwithstanding Nortel Networks' determination that on-site support is not
necessary, Axtel will nevertheless have the right to require on site support
from Nortel Networks, provided that such on site support required by Axtel shall
be at Axtel's cost unless it is agreed that it was necessary for such support to
be provided on site.
1.1.1 Technical Assistance Deliverables
Resolution activities, based on typical cases, may include:
* Remote Troubleshooting problems using diagnostic utilities
* Providing advice on how to detect and resolve hardware and network-related
problems
* Advising on issues requiring hardware replacement
* Diagnosing issues related to Nortel Networks products interfacing with
non-Nortel Networks products
Note: Nortel Networks will resolve the issue to the point of demonstrating that
the problem is attributable to the non-Nortel Networks products and, under the
coordination of Axtel, a Nortel Networks technician can be available to discuss
the fault issue with the appropriate vendor.
* Analyzing trace/log/dump/Operational Measurement (OM) information
* Remote telephone and/or email support to Nortel Second Level support (NTS)
in troubleshooting, diagnosing and correcting failures by Nortel Networks
hardware and/or software to function as per the relevant Nortel Networks
product specifications in Axtel's network.
* Providing regular, on-going updates on case progress using an agreed-upon
medium
* Service Restoration and Resolution of the reported cases in accordance with
Section 2.2.3 below of this Exhibit .
1.1.2 Emergency Recovery Deliverables
Nortel Networks Emergency Recovery teams respond to customer emergencies 24
hours a day, 365 days a year. Customer emergencies are cases that are classified
as E1 or E2 in accordance with Nortel Networks Case Priority Classification.
Page 3
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support services for FWA
Equipment
--------------------------------------------------------------------------------
Note: Please refer to "1.1.6 Technical Support Case Priority
Classifications and Examples."
Nortel Networks strives to immediately assign an engineer upon receipt of the
call. Thereupon, Nortel Networks will provide continuous support as applicable
until the service level is restored to pre-incident operation. The Emergency
Recovery team will be in constant contact with Axtel throughout this case
resolution activity, if requested.
Note: Please refer to "2.2 Call Center Access for Technical Support."
Following service restoration, the E1/E2 case will be closed in agreement with
Axtel and a follow-up case (Major for E1 and Minor for E2) can be opened, if
further investigation or problem resolution activity is needed. Furthermore,
Nortel Networks may, where applicable, conduct a root-cause analysis of the
emergency incident, which may be made available to Axtel.
1.1.3 Axtel Responsibilities for Technical Support Services
For both Technical Assistance and Emergency Recovery Axtel will be required to:
* Confirm that the products are installed, commissioned, used and maintained
by knowledgeable and skilled people acting in accordance with the
applicable product documentation from Nortel Networks
* Replace hardware components during diagnosis or as remedial actions.
* Generate performance/availability reports and associated trend analysis.
* Gather data in a timely manner in support of Nortel Networks' diagnostic
process when reasonably within the technical competency of AXtel.
* Identify issues requiring hardware replacement
* If applicable, use all reasonable efforts to maintain hardware and software
at the release or update level for supported hardware and software. This
maintenance will need to be in accordance with policies and procedures
published by Nortel Networks. If Axtel is using a software version released
prior to the then-current minimum supported version(s) and is therefore
unsupported, then Axtel will need to upgrade to one of the then-current
minimum supported versions in order to acquire rights to any known fix.
* Perform software upgrades and/or patch applications, except for REM
software upgrades unless otherwise agreed with Nortel Networks.
* Except for those activities described in Exhibit D of this Agreement,
acknowledge that any hardware / software upgrades / improvements or changes
required to install or use a software fix, update, release, or any part
thereof are charged separately from, and are in addition to, the charges of
the current contract
* Provide connectivity in a timely manner to the product(s) for Nortel
Networks to establish a data link for use by Nortel Networks technical
support group in order to conduct remote diagnosis and maintenance
Note: Axtel and Nortel Networks technical personnel will agree on the
appropriate type of data link based on network equipment and configuration as
well as the appropriate security measures to prevent unauthorized access. Axtel
will be solely responsible for security of the network. Nortel
Page 4
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support services for FWA
Equipment
--------------------------------------------------------------------------------
Networks will not connect to Axtel's network without prior authorization and
such connection will be solely to provide technical support.
* Excuse Nortel Networks from fault resolution for a period equal to such
failure or delay, should Axtel fail or cause delay in providing
connectivity
* Designate and make available competent personnel to aid in problem
diagnosis and provide electronic access to the affected product(s) to aid
in problem investigation and resolution for all incidents. For E1/E2 Axtel
personnel should be available to work together with Nortel Networks
technical expert throughout the process.
* Axtel should provide their internal escalation process in order to inform
all the contacts to Nortel Networks.
* Maintain a support agreement(s) with the third-party supplier(s) for such
product(s), as Axtel sees fit.
* Axtel's in-house structure that performs first-line support will need to
exhaust internal troubleshooting processes. First-level Operations,
Administration, and Maintenance (OA&M) functions may include, but are not
limited to:
* Performing day-to-day maintenance and network operations
* Monitoring network and system alarms
* Performing diagnosis in accordance with instructions provided by
Nortel Networks and carrying out initial remedial actions, including
remote diagnosis
* Operating and controlling Axtel's internal help desk for logging and
tracking fault inquiries, prioritizing events, and escalating, as
required, to the Nortel Networks technical support group
* Providing local time templates and historical actions performed on
each event as reference information to the Nortel Networks technical
support group (NTS).
1.1.4 Technical Support Services Assumptions
For both Technical Assistance and Emergency Recovery the following assumptions
will apply:
* The Technical Support Services program covers all FWA Hardware and Software
(except for Hardware under warranty) installed in Axtel's network.
* Nortel Networks shall provide an annual product software release designed
to enhance the functionality of the product and when appropriate it will
include solutions to issues raised through the CNR process. The First
Market Application of the annual product software release (including REM
software upgrades) is further described in Exhibit D of this Agreement. The
content of the 2003 annual release is described in Exhibit C to this
Agreement. The content of subsequent years' releases shall be agreed via
the bi-monthly Product Enhancement Conferences and by the end of September
of the previous year.
* In the event that Axtel fails to comply with the requirements described in
section 1.1.3 (Axtel Responsibilities for Technical Support), Nortel
Networks will advise Axtel of its non-compliance. Nortel Networks and Axtel
may then agree upon
Page 5
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support services for FWA
Equipment
--------------------------------------------------------------------------------
service to be provided at the then-current time-and-materials basis
published by Nortel Networks plus any travel and living expenses incurred.
* Nortel Networks, or a skilled, qualified third-party authorized by Nortel
Networks, will furnish this service.
1.1.5 Technical Support Services Exclusions
The following exclusions will govern the delivery of both Technical Assistance
and Emergency Recovery:
* Nortel Networks is not responsible for products that have not been
installed, commissioned or upgraded as per the applicable processes and
procedures.
* Nortel Networks is not responsible for supporting non-Nortel Networks
supplied third-party product(s). Axtel will be responsible for maintaining
support agreements with the OEM/third-party supplier for such product(s).
* Technical Support Services do not cover Nortel Networks products not
purchased from Nortel Networks or from a Nortel Networks authorized agent
* Nortel Networks will not be obliged to incorporate software corrections
into software releases prior to the then-currently supported software
release(s). Nortel Networks reserves the right to incorporate software
corrections into future software releases
* Nortel Networks support obligations are expressly conditional upon the
products not being (i) subject to unusual mechanical stress or unusual
electrical or environmental conditions; (ii) subject to misuse, accident or
disaster including without limitation, fire, flood, water, wind, lightning
or other acts of God; or (iii) altered or modified unless performed or
authorized by Nortel Networks
* Nortel Networks Products under Warranty are excluded from this Technical
Support Services Pack.
* Products which have not been installed and commissioned by appropriately
skilled and trained personnel using Nortel Procedures are excluded from
this Technical Support Services Pack.
* Technical Support Services will not be provided during installation and/or
commissioning process.
1.1.6 Technical Support Case Management
* Nortel Networks will measure the severity level of hardware or software
incidents according to the following TL9000 Customer Severity
classifications for Critical, Major, and Minor Hardware/Software problem
reports. Only if it is not clear which severity level applies, then the
severity level assigned by Axtel will be used.
* Nortel Networks uses case priorities that correspond with the Customer
Severity (TL9000) classifications. Notwithstanding the TL9000 Major
Customer Severity definition, to provide increased focus on certain types
of Major problems, Nortel Networks uses additional case priority
definitions: E2, Business Critical, and Major.
Page 6
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support services for FWA
Equipment
--------------------------------------------------------------------------------
* Nortel Networks uses case priorities that correspond to the TL9000 Customer
Severities as shown in the following table:
TL9000 Nortel Networks
Customer Severity Case Priority
--------------------------------------------------------
Critical E1
Major E2
Business Critical
Major
Minor Minor
For more detailed information about Technical Support Case Priority, Case
Resolution Objectives, Case Progress Status and Case Resolution Classification,
please refer to sections 2.2.3 to 2.2.7.
2.0 GENERAL
2.1 Holidays Observed by Nortel Networks
Please refer to your local Nortel Networks representative to get information of
Local National Holidays observed at Customer's location.
2.2 Call Center Access for Technical Support
The Nortel Networks Call Center will function as a single point of contact for
the receipt of all support calls and inquiries. The remote support effort will
begin with a telephone call and will continue with the appropriate actions to be
taken according to Nortel Networks Case Severity Classifications. The Call
Center will be available 24 hours a day, 365 days a year. General provisions for
accessing Technical Support services include:
* Nortel Networks may, where applicable, also provide a customer with the
ability to open, view, and modify cases directly within the Nortel Networks
case-tracking system via xxx.xxxxxxxxxxxxxx.xxx. The customer will bear
telecommunication facility charges and/or long distance toll charges
associated with access to xxx.xxxxxxxxxxxxxx.xxx
* Where toll-free +access is not available, the customer will bear
telecommunication facility charges and/or long distance toll charges for
access to the Call Center
* All cases are logged into a Nortel Networks case-tracking system. The case
is time-stamped and a case reference number allocated. Furthermore, Nortel
Networks will request that the customer agree to a case priority level
* E1 and E2 priority cases are to be reported by telephone only
* The Customer escalation of a case to higher levels of management within
Nortel Networks, shall be in accordance with the following escalation
table:
Page 7
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support services for FWA
Equipment
--------------------------------------------------------------------------------
"Nortel Networks Escalation Procedure"
Axtel's NOC
Call Center Nortel Networks
Nortel Networks Technical Support Engineer
Nortel Networks Technical Support Manager.
Nortel Networks Technical Support Sr. Mgr.
Nortel Networks Nortel Networks
Technical Support Customer Operation
Director Leader
At Closing Date, Nortel Networks will provide Customer with the contact
information of the persons involved in this Escalation Procedures, as well from
time to time, the changes to such contact information will be provided to
Customer.
2.2.1 Nortel Networks Technical Support Services Call Process
When calling Nortel Networks for Technical Assistance or Emergency Recovery, the
customer's representative will be asked to provide the following information:
1. Company name
2. Caller name and phone number
3. Personal Identification Number (PIN) or a unique Customer Purchase Order
number or credit card number, if a PIN has not been issued.
4. Site Location/Site ID
5. Product on which the problem is being reported
6. Problem description and severity
Page 8
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support services for FWA
Equipment
--------------------------------------------------------------------------------
A Call Center agent will generate a Case Reference Number (CRN), which will be
provided to the customer for tracking the case. A Nortel Networks technician
will then team with the customer's representative to resolve the reported issue.
2.2.2 Call Center Phone Numbers
Customer sites in Latin America will access the Nortel Networks technical
support organizations by calling:
Tel: (00) 00 0000-0000, Fax. (00) 00 0000-0000
Available 24 hours a day, 365 days a year
Pager: XxxXxx (00) 55 5227-7979
PIN: 0000000 / Reach Me PIN: 00 0000000
email: xxx@xxxxxxxxxxxxxx.xxx
2.2.3 Technical Support Response Times
Once Axtel has opened a CRN at the Nortel Networks' Call Center and depending on
the Severity Classification, a Nortel Networks Technical Support (NTS) Engineer
will contact the Axtel's representative as per the terms set forth in Table
2.2.3 below :
"Table 2.2.3"
Resolution
TL9000 Response Times Target Targets
Severity Actions Business Non- Service Based on
Classifi- Hours Business resorati RQMS*
cation Hours
--------------------------------------------------------------------------------
E1 (*1) Worked continuously 15 min 30 min 7 Xx 00 xx
(7 x 24) until
resolution or
workaround is
provided
E2 (*1) Worked continuously 15 min 30 min 8 Hr 10 Days
(7 x 24) until
resolution or
workaround is
provided
Business Worked during 2 hrs Next 24 Xx 00 Days
Critical normal business Day
and Major days and business Business
(*2) hours.
Minor (*2) Worked during Next Next 180 Days
normal business Day Day
days and business Business Business
hours.
(*1) This Service is provided 7 x 24
(*2) This Service is provided in Normal Business Hours
Note: The times set forth in Table 2 - R above, are subject to Nortel Networks
and Customer working together in conjunction on a reasonable efforts basis to
find a workaround for services restoration and resolution within the target
times. These times do not represent an obligation or performance indicator.
* RQMS - Reliability and Quality Measurements for Telecommunications Systems.
Page 9
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support services for FWA
Equipment
--------------------------------------------------------------------------------
2.2.4 Technical Support Case Priority
Problem reports will be classified as set forth in the tables below:
TL9000 Nortel Networks Case Examples
Severity Priority & Definition
Classification
----------------------------------------------------------------------------------------------------
Critical E1 > Total or partial network element outage
Problems that severely
affect service, capacity/ > A reduction in capacity or traffic handling
traffic, billing and capability such that expected loads cannot be
maintenance capabilities handled
and require immediate
corrective action, > Failure resulting in dynamic routing,
regardless of time of day switching capability or transport loss
or day of the week.
> Any loss of safety or emergency capability
(e.g., emergency calls such as 911 in North America)
> Loss of the system's ability to perform
automatic system reconfiguration
> Inability to restart the system
> Loss of billing/accounting capability
> Corruption of billing or system databases that
requires service affecting corrective actions
> Other problems that severely
affect service, capacity/traffic,
billing, and maintenance capabilities
or are jointly viewed by Nortel Networks
and the customer as critical
TL9000 Nortel Networks Examples
Severity Case Priority &
Classification Definition
-------------------------------------------------------------------------------------------------
Major E2 > Loss of redundancy of
critical functions
Problems that result in
potential service > Loss of protection switching capability
degradation and/or
total outage. Serious > Short outages equivalent to system or
situation not involving subsystem outages not seriously impacting
service degradation in service with accumulated duration of greater
a live environment, but than two minutes in any 24-hour period, or that
leading to a total or continue to repeat during longer periods
partial loss of redundancy.
> A reduction in provisioned capacity of 5%
and for a cumulative duration of more than
10 minutes per 24 hours
>Repeated degradation of DS1/E1 or higher
rate spans or connections
> Loss of system's ability to perform
automatic system reconfiguration
> Loss of access to maintenance or
recovery operations
> Any loss of functional visibility and/or
diagnostic capability
> Loss of system's ability to provide any
required system critical/major alarms
> Total loss of access to provisioning
------------------------------------------------------------------------------------------------
Page 10
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support services for FWA
Equipment
--------------------------------------------------------------------------------
TL9000 Nortel Networks Case Examples
Severity Priority & Definition
Classification
----------------------------------------------------------------------------------------------------
Major Business Critical > The customer has been given a
work-around but the situation still
Problems that result in requires constant attention due to
a major degradation of the temporary nature of the work-around
system or service
performance that impacts > Software application/migration issues
service quality or that gate the introduction of new services or
significantly impairs functionality
network operator control
or operational > Billing error rates that exceed specifications
effectiveness. Overall
network is degraded > Corruption of system or billing databases
resulting in severe
limitations to operations
or network management
software product has major
feature that is not
working properly with only
difficult workaround.
---------------------------------------------------------------------------------------------------------
TL9000 Nortel Networks Case Examples
Severity Priority & Definition
Classification
-------------------------------------------------------------------------------------------
Major Major > Degradation of any capacity/traffic
Problems that result in measurement function; degradation of
conditions that seriously functional visibility and/or diagnostic
affect system operation, capability
maintenance and admini-
stration, etc. and require > Degradation of access for maintenance
immediate attention. The or recovery operations
urgency is less than in a
Business Critical situation >Degradation of the system's ability
because of a lesser immediate to provide any required system
or impending effect on system critical/major alarms
performance, customers, and
the customer's operation and > Loss of access for routine administrative
revenue. activity
> Any system failure without direct
immediate impact
> Intermittent degradation of services;
partial loss of access to provisioning
> Software application/migration issues
that do not impact service
> Reduction in any capacity/traffic
measurement function
> Any loss of functional visibility and/or
diagnostic capability
> Any significant increase in product-related
customer trouble reports
> Follow-up to E1 customer problems
> Other problems that disrupt or prevent
routine system activities, or problems that
are jointly viewed as Major events by
Nortel Networks and the customer
Page 11
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support services for FWA
Equipment
--------------------------------------------------------------------------------
TL9000 Nortel Networks Case Examples
Severity Priority & Definition
Classification
---------------------------------------------------------------------------------------------------
Minor Minor > Service analysis, recorded announcements,
Problems do not operational measurements, maintenance program,
significantly impair the or network management problems; or system-related
functioning of the system documentation inaccuracies, that do not affect
and do not significantly call processing
affect service to customers.
These problems are tolerable > Test equipment failures for which a backup
during system use. or manual alternative can be employed
> Circuit pack testing problems
2.2.5 Case Resolution Objectives
Nortel Networks Technical Support case resolution targets are based in
Nortel Networks best efforts and set according to the following TL9000
standard. The Case Resolution Objectives are described in Table 2.2.3
above.
2.2.6 Case Progress Status
Nortel Networks Technical Support use the following status to differentiate
the case conditions during the evolution of the case investigation. A set
of status, its related meaning and its relationship with the case age, are
defined in the table below:
Status Description Nortel Clock
Newly Opened This status is the default. It Start
signifies that no work has been
done on the case.
WIP Level 1 This status is used when a NTS Not Stopped
Engineer is actively working on
the Case.
WIP Level 2 This status is used when a Second Not Stopped
Level Support Engineer is actively
working a case
* Second Level Support: Software
Support, Product Support.
Escalated To This status is used when a Design Not Stopped
Design Engineer is actively working on the
case
Answer Design Engineer has concluded Not Stopped
From Design its investigation and has replied back
to the NTS Engineer
With A During the course of conducting their Stopped
Customer research, the NTS Engineer may need
additional information or activity from
the Customer. The "With a Customer"
status is assigned when the NTS Engineer
is waiting on a Customer response in
order to continue investigation
Page 12
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support services for FWA
Equipment
--------------------------------------------------------------------------------
Status Description Nortel Clock
--------------------------------------------------------------------------------
Interim Solution If a temporary solution is provided that Stopped
eliminates the customers pain until a permanent
solution can be delivered, RQMS requirements
allow the case to be set to an "IS" status
during this window of time if approved by the
Customer. In calculating case age, this
interval will be discounted if the permanent
fix was delivered on the negotiated commitment
date. If the permanent fix does not resolve the
reported problem, case status shall be changed
to Work in Progress (Level 1 or 2). If the case
is returned to a Work in Progress (Level 1 or 2)
status after using the IS, the IS time period
will be added to the RQMS age of the case.
Future Deliverable Customer agrees to live with the problem Stopped
condition and that the fix will be
delivered as part of a future Nortel
product release (software release,
maintenance release, documentation release
or hardware revision. Requirements to use
this status include Customer consent; fix
identification, and delivery commitment.
This status code does not add time to
the RQMS age of the case unless the
solution fails and the case is moved back
to Work in Progress (Level 1 or 2) status.
If the case is returned to a Work in
Progress (Level 1 or 2) status after
using the FD, the FD time period will be
added to the RQMS age of the case.
Solution Delivered Solution Delivered or available for Stopped
testing and verification. If the
delivered solution does not resolve
the reported problem, the status
will be changed to Work in Progress
(Level 1 or 2). If the case is
returned to a Work in Progress
(Level 1 or 2) status after using
the SD status, the SD time period
will be added to the RQMS age of
the case.
Pending OEM Vendor The case has been handed over to Not Stopped
an OEM Vendor for resolution
2.2.7 Case Resolutions Classifications
Nortel Networks Technical Support case resolutions: which shall be mutually
agreed for each case:
* Cannot Reproduce: After 60 days and a reasonable effort, a problem has
not been observed in the Network, is not reproducible or sufficient
information has not been provided to adequately troubleshoot the
problem and isolate the root cause
* Customer Process: Human errors are present or the customer has failed
to follow procedures recommended and documented by Nortel Networks
* Design Intent: The functionality required by customer does not align
with the design specifications of the product set forth in Agreement,
in which case Nortel Networks shall make clear to Axtel which is such
design specification (i.e., the functionality is unsupported), and the
issue can only be resolved through new development efforts subject to
a separate product development agreement and charges.
* External Cause: Issue caused by non-Nortel Networks products
* Hardware Deficiency: A problem is isolated to defective hardware
materials or workmanship or substantial nonconformance to
specifications published by Nortel Networks
Page 13
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support services for FWA
Equipment
--------------------------------------------------------------------------------
* Hardware Failure: A problem is caused by a hardware component failure
that falls within Mean Time Between Failure (MTBF) limitations
* Nortel Networks Literature: Required Nortel Networks technical
document does not exist or the contents of an existing document are in
error [for example, an incomplete Nortel Networks Technical
Publication (NTP)]
* Nortel Networks Process: A problem occurs as a result of a Nortel
Networks process deficiency
* Opened in Error: The case should not have been opened
* Scheduled Event: An outage occurs resulting from planned maintenance,
installation, or manual initialization, including such activities as
parameter loads, software/firmware changes, and other OA&M activities
* Software Deficiency: A problem is isolated to a software design
deficiency.
2.3 Nortel Networks Conditions for Services Provided Outside of the Scope of
this Technical Support Services Pack
If a customer requests a service that is neither part of the scope of the
Technical Support Service nor within the control or responsibility of Nortel
Networks and if Nortel Networks agrees to perform the service, then Nortel
Networks will charge customer at the per-occurrence rate schedule to perform
such services as published by Nortel Networks.
On Site/Remote Technical Assistance & On Site/Remote Emergency Recovery Out of
Scope Services may be provided on a per-occurrence basis only when:
* Support is needed for efforts not covered under a contract support
program (such as the one proposed herein)
Note: Axtel must have a Nortel Networks Support Contract in place, as the one
proposed herein, to be able to request any Per-Occurrence Support Services. It
is not intended to offer the Per-Occurrence Support Services separately from a
Nortel Networks Support Contract.
Technical Support Out of Scope situations can include
* On-site visits to a customer's system sites, when the visit is at the
request of the customer but is not deemed necessary by Nortel
Networks. This includes site visits requested by the customer for
support when resolution could have otherwise been achieved from a
remote location. This is subject to the terms set forth in Section 1.1
above.
* Requests to investigate issues pertaining to software features that
are either outside the functionality as defined in the Nortel Networks
Technical Publications (NTPs) or are outside standards supported by
Nortel Networks
Note: Nortel Networks periodically reviews the deployment of its products
based on technology, market deployment, and support requirements. Nortel
Networks then nominates products that would no longer be supported as of a
specified date and changes the status to "nominated EOL." Nortel Networks
will notify customers of EOL product intentions well in advance through the
distribution of Product Portfolio Simplification/Product Service
Page 14
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support services for FWA
Equipment
--------------------------------------------------------------------------------
Information (PSI) bulletins as well as Nortel Networks Feature
Planning Guides.
* Assistance in set-up and usage of Operational Measurements (OMs)
* System performance assessment
* Training on product hardware maintenance
* Training on general office operations/maintenance procedures
* Training on test equipment and troubleshooting procedures
2.3.1 Per-Occurrence Repair Services
* As a separate and additional charge, each Base Station item returned
for repair will be charged individually. Invoicing at the beginning of
each month for units delivered to Nortel Networks for repair during
the previous month.
* The Individual Base Station element return & repair included are:
* TPM
* TTM
* TBM
* NMM
* TMU
* OVPM
* As a separate and additional charge, an RTU Repair & Return service
will be offered through one of two options. Axtel will elect one of
these two options by the Closing Date for the year 2003 and by
December 15th of the prior year for each year thereafter. Both options
are detailed in the Price Summary (Exhibit "A").
* Nortel Networks repair cases resulting in "no fault found" to be
charged at 50 % of the Nortel Networks' full repair rates. Axtel will
pay the handling fee of units determined by Nortel Networks to be
beyond economic repair. Return and repair turnaround target time to be
60 days.
* Nortel Networks will not provide a hardware emergency replacement
service.
2.3.2 Axtel Order Process for FWA Repair Services
This process supports the delivery of Nortel Networks FWA Repair Services for
AXtel.
Customers of Nortel Networks who request a hardware repair service should have
the following required information ready when placing a repair order with Nortel
Networks:
1. Customer or distributor name
2. Customer ID (Project #, Site ID)
3. Requestor name, phone and fax number, and e-mail address
4. Customer ship to address
5. Part number (PEC or CPC or manufacturer's part number)
Page 15
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support services for FWA
Equipment
--------------------------------------------------------------------------------
6. Quantity (quantity of one per serial number)
7. Serial number of the defective part(s) being returned (if applicable)
8. Warranty status
9. Confirmation of the availability of a fully completed Nortel Networks
fault report form for said product.
10. Any additional information about product (system type or software
release)
11. Any special shipping instructions
Upon receiving the customer's request and after any diagnostics assistance,
Nortel Networks will allocate a part request number to each FRU to be repaired
and notify the customer of the relevant part request number.
This part request number, also known as the Return Material Authorization (RMA)
number, is critical for tracking individual orders and must be referenced on
failure tags, shipping/packing lists, returned defectives, and any
correspondence or inquiries concerning the order.
The customer's representative can call in, fax or e-mail a Repair Service order
directly to Nortel Networks in Mexico using the following contact means:
Office hours (Monday through Friday from 9:00 a.m. to 6:00 p.m. (Local
time)
Phone number: (00) 00 00 00-0000, Fax: (00) 00 0000 0000,
xxxxxxx@xxxxxxxxxxxxxx.xxx
Faxes
All faxed orders will be processed and assigned an RMA# by the close of the next
business day.
To obtain a parts request form by e-mail, please send an e-mail message to any
of the above addresses and note "repair order form" in the subject/title field.
A form will be sent automatically.
Place the PO number in the subject/title field when e-mailing a completed parts
request form back to Nortel Networks. For order confirmation, Nortel Networks
will respond with an RMA number to all e-mail orders by the next business day.
2.3.3. Package Labeling Instructions and Addresses for Returns
Circuit packs should be packed in anti-static containers designed specifically
for the circuit packs in order to avoid damage during shipment. Other parts
should be individually wrapped in either anti-static packaging or packaging
specifically designed for that product to avoid damage during shipment. Nortel
Networks will inform customers of any improper packaging, which will void the
warranty.
All materials should be returned pre-paid and sent to the appropriate
Nortel Networks repair facility. The customer should use discretion in selecting
shipping methods. Nortel Networks recommends that customers insure all packages
to cover possible loss or damage during shipping, regardless of warranty status.
A completed Nortel Networks fault report must be filled out and attached to each
returned item to assist in failure assessment and problem tracking. Fault
reports are sent with each replacement shipment. Customers can obtain additional
supplies by contacting the Nortel Networks Customer Support Center.
Page 16
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support services for FWA
Equipment
--------------------------------------------------------------------------------
Nortel Networks will inform customers of any discrepancy in return shipments.
Any discrepancy, whether it is quantity (more or less), product returned not
matching what was ordered, inability to determine complete order information, or
non-suitable packaging, would be noted and addressed.
Defective Return Packing Slips
Defective return packing slips should be used to return all defective parts to
Nortel Networks. Nortel Networks will provide defective return packing slips for
use to return shipments. A copy of the defective return packing slip should be
placed in all the cartons and attached outside. This duplication will aid in
processes and proper identification of returned material. The RMA number and the
PO number should be clearly marked on the outside of each box. If a customer
supplies a packing slip, the following information must be included on the
shipping/packing list for proper handling:
Item (Information Required)
1. From (Company name, return address, and telephone number)
2. Ship Date (Date parts are shipped from the customer)
3. Ship via (Carrier or Enterprise name)
4. Waybill number (Carrier or Enterprise tracking number
5. Number of Cartons (Number of cartons being sent on shipment)
6. Customer's PO# (Provided, if applicable)
7. Repair order number (RMA# issued by Call Center when order is placed)
8. Site ID or Project number
9. Item Number
10. Quantity ordered
11. Quantity returned
12. Nortel Networks Part number
13. Description of item
14. Serial number (The serial number for each item in the shipment)
15. Shipment requested by (Signature of the customer's representative)
Repair Facility Addresses
Nortel Networks de Mexico
Kilometro 42.5 Xxxxxxxxx Xxxxxx-Xxxxxxxxx
Xxxx # 0
Xxxxxx Xxxxxxxxxx Cedros
Tepozotlan, Xxx. xx Xxxxxx, XX 00000
XXXXXX
Attn: Hardware Support Representative
This address may be modified from time to time by Nortel Networks.
Page 17
Exhibit C - Content and Scope of the 1st Software Enhancement Release
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment
--------------------------------------------------------------------------------
Exhibit C
Content and Scope of the 1st Software
Enhancement Release
Page 1
Exhibit C - Content and Scope of the 1st Software Enhancement Release
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment
--------------------------------------------------------------------------------
Exhibit C
Content and Scope of the 1st Software
Enhancement Release
1.0 COMMITTED CONTENT
The following is a list of agreed and committed content of the 1st Software
Enhancement release known as "SR 14.1"
* Ethernet connectivity between REM and ITS
* MMP15 compatibility
* OS Support in relation to Windows and MAC operating systems
* iNMS/xceed REM Pass-throughput
* New REM Platform
* 3 Time Slot working for the Packet Data Service (This is in addition to the
existing 6 Time Slot Capability
* PDS Dynamic Allocation
In addition to the SR14.1 release it has been agreed that the REM enhancement
features known as `RFD / NTC improvements' will be made available to Axtel as
part of the maintenance release known as MR 14.03 and forecast for delivery to
the Customer within two (2) months of the Closing Date.
It is also understood that the Nortel Networks Design team will take reasonable
efforts to incorporate the enhancement known as `Automatic Install Quality
monitoring' in the SR14.1 release, but it is understood by the Customer that
this is an additional feature that has not been committed as a firm deliverable
within SR14.1
2.0 RELEASE DATE
The availability date of the SR14.1 release will be within eleven (11) months of
the Closing Date, the exact date will be confirmed once the detail specification
of the above features have been agreed between the Customer and Nortel Networks.
Page 2
Exhibit D - First Market Application Process for Annual FWA Software Release
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment
--------------------------------------------------------------------------------
Exhibit D
FIRST MARKET
APPLICATION PROCESS
FOR ANNUAL FWA
SOFTWARE RELEASE
Page 1
Exhibit D
FIRST MARKET APPLICATION PROCESS
FOR ANNUAL FWA SOFTWARE RELEASE
1.0 Scope.
Nortel Networks will provide an annual product software release designed to
enhance the functionality of the product. The content of the 2003 release
shall be agreed by both parties by contract start date. The content of
subsequent years' releases shall be agreed via bi-monthly Product
Enhancement Conferences and by the end of September of the previous year.
In the event that the annual software release requires a software upgrade
to the REM, this activity will be carried out by Nortel Networks. This
document outlines the process by which the annual software releases and, if
applicable, any associated REM upgrade will be made available to AXtel.
2.0 Definition of First Market Application.
Each annual software release will be fully tested and verified by Nortel
Networks at its facilities before being made available to AXtel for
deployment in their network. Such testing will be within the constraints of
the Nortel Networks FWA R&D captive office environment i.e. testing will be
in a simulated "live air" environment which emulates the Customer network
in so far as this is practical. Each release will be accompanied by a
"Release Content Description" which will detail the contents of the
release, system line up such as switch configuration & software version and
if applicable, any limitations. If deemed necessary by AXtel, Nortel
Networks will assist AXtel in verifying the functionality of the annual
software release within AXtel's own FWA network. This activity will be
termed "First Market Application".
3.0 Responsibilities for First Market Application.
The primary objective of the First Market Application is to ensure
functionality of the annual software release in the AXtel network and as
such, responsibility for the completion of this activity rests wholly with
AXtel. Not withstanding the foregoing, Nortel Networks will work in support
of AXtel in the First Market Application process. Note, all interaction and
communication between Nortel Networks and AXtel with respect to the First
Market Application process will be in English.
3.1 AXtel Responsibilities in the First Market Application Process.
Page 2
Exhibit D - First Market Application Process for Annual FWA Software Release
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment
--------------------------------------------------------------------------------
3.1.1 Notify Nortel Networks of the intention to conduct a First Market
Application with respect to an annual software release at least 3
(three) months prior to the targeted delivery date for said software
release.
3.1.2 Provide Nortel Networks with a detailed test plan outlining the
intended test areas and clearly highlighting those areas for which
Nortel Networks support will be required. This plan must be made
available to Nortel Networks at least 2 (two) months prior to the
targeted delivery date for said software release.
3.1.3 At least 1 (one) month prior to the targeted delivery date, publish
the final test plan.
3.1.4 Make appropriate personnel, information and equipment available to
Nortel Networks as needed and in a timely manner to ensure proper
planning so adequate preparations can be made by Nortel Networks.
3.1.5 Make appropriate personnel, information and equipment available to
Nortel Networks as requested and in a timely manner during the First
Market Application to facilitate proper execution of the Nortel
Networks support activity.
3.1.6 Guarantee that any test equipment and/or FWA network equipment (such
as a "captive Office") required by Nortel Networks in order to
complete its support activities is installed, commissioned, maintained
and where applicable calibrated as per manufacturer instructions.
3.2 Nortel Networks Responsibilities in the First Market Application Process.
3.2.1 Provide a draft software release note to AXtel at least four (4)
months prior to the targeted delivery date for said software to
facilitate the development of a detailed test plan. 3.2.2 Where
requested by AXtel, critique draft versions of the AXtel detailed test
plan to help ensure effectiveness.
3.2.3 Deliver a complete list of the Nortel Networks requirements, within
reason, for the First Market Application activity at least 1 (one)
month in advance of the delivery date.
3.2.4 Provide a technical resource from the R&D team to support AXtel in
the execution of their detailed test plan. Note this support resource
will be available in Monterrey for a total of no more than 20 (twenty)
consecutive calendar days and will be available to support AXtel from
09:00 to 18:00 local time. If AXtel requires additional support to
execute its detailed test plan, this may be provided by Nortel
Networks by prior arrangement. Any additional support, where provided,
will be billed to AXtel. This is not a commitment to provide
additional support. 3.2.5 Once the Nortel Networks technical resource
has completed those test areas for which support has been requested,
he/she will provide a signed copy of the relevant section(s) of the
test plan to AXtel. This will xxxx the completion of the delivery of
the software release to AXtel. 3.2.6 Upgrade the AXtel REMs with the
new software release where necessary. The first REM upgrade for each
release, if applicable, shall be programmed within the First Market
Application timeframe.
3.3 Exclusions from Nortel Networks Responsibilities in the First Market
Application Process.
Page 3
Exhibit D - First Market Application Process for Annual FWA Software Release
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment
--------------------------------------------------------------------------------
3.3.1 Installation and/or commissioning of new or replacement hardware.
3.3.2 Interoperability testing between FWA and non-Nortel equipment or
software.
3.3.3 Responsibility for delays in executing the detailed test plan caused
by unavailability of AXtel network or test equipment, AXtel personnel
or lack of network data.
3.3.4 General implementation of the software release in the AXtel network.
4.0 Technical Issue Resolution.
Technical issues discovered during the First Market Application process will be
managed in accordance with section 1.1 of Exhibit B, Description of Technical
Assistance Support Services.
Page 4
