1
Exhibit 10.9
INTERNET SERVICES AGREEMENT
This Internet Services Agreement (the "Agreement"), by and between XXX
Xxxxxxxxxxx ("EMC"), a Massachusetts corporation with a principal place of
business at 000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, and XXX.XXX Corporation, (the
"Company") a Nevada corporation with a principal place of business at 000
Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000 is made this 28th day of
December, 1999 (the "Effective Date").
WHEREAS, EMC HAS PRODUCTS AND SERVICES WHICH IT INTENDS TO EMPLOY TO
SATISFY COMPANY'S REQUIREMENTS; AND
WHEREAS, COMPANY DESIRES TO HAVE EMC PERFORM INTERNET SERVICES FOR
COMPANY; AND
WHEREAS, COMPANY OWNS AND OPERATES ONLINE INFORMATION SERVICES WHICH
CONSIST OF CERTAIN HARDWARE, SOFTWARE AND APPLICATION SUBSYSTEMS THAT IT WISHES
EMC TO INSTALL, OPERATE AND MAINTAIN FOR COMPANY AT EMC'S INTERNET SERVICES
CENTER, AS FURTHER DEFINED IN THE STATEMENT(S) OF WORK,
NOW, THEREFORE, IN CONSIDERATION OF THE ABOVE AND OTHER GOOD AND
VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:
DEFINITIONS:
"SERVICES" shall mean providing the computer hardware and all related
interfaces, software, data storage and network interface connections and other
such items necessary for the operation of the Company's internet Applications,
the installation and the ongoing operation and maintenance of said Applications,
all as more fully defined in each Statement of Work attached to and made a part
of this Agreement, together with such consulting services as may be necessary to
accomplish said installation, operation and maintenance.
"APPLICATION" shall be defined in each Statement of Work.
"CONTENT" shall mean all text, graphics, sound and video contained in
the Application(s).
1. GENERAL SCOPE OF AGREEMENT.
Company is solely responsible for the Applications and the Content of
the Applications and shall have sole discretion as to whether and when to issue
a purchase
2
order for Services in the form of a Statement of Work, once this Agreement is
signed by both parties. In the event of any inconsistency between this Agreement
and any such purchase order, the terms of this Agreement shall control and be
determinative of the parties' rights. EMC is responsible for the equipment,
facilities and services as defined herein and in each Statement of Work.
2. SERVICES TO BE PERFORMED.
EMC will perform the Services as detailed in each Statement of Work,
according to the Functional Specifications in Section 2.1.
2.1 FUNCTIONAL SPECIFICATION
EMC shall supply, maintain and operate the Services including its
various parts in accordance with the functional specification (the "Functional
Specification") set forth below:
The hardware and software and other equipment items shall be specified
in each Statement of Work attached to this Agreement.
A protected and secure computer room environment with physical access
restricted to authorized personnel, and network and remote access restricted by
firewall and other electronic means to authorized users; sufficient fire
repression equipment so as to protect the computer hardware and network hardware
used by the Applications, and backup power supplies to provide uninterrupted
supplies of electricity; automatic and regularly scheduled backup of all related
data and the restoration of such backups on demand by Company; storage of such
backups at a location different than that of the original data, together with
such disaster recovery arrangements as are necessary to enable EMC to continue
to provide the Services, without interruption, in the event of an unplanned
interruption of or the inaccessibility of the Applications; twenty-four hour per
day, seven days per week support of the computer room; and complete facilities
management, including data backups, computer hardware maintenance, network
hardware maintenance, installation of software updates and fixes as supplied by
the manufacturers of the computer and network hardware and software in place,
and any such other tasks as required to provide the Services in accordance with
the requirements and obligations identified in each Statement of Work, routine
maintenance to be performed between the hours of 2:00 AM and 4:00 AM on Sunday
mornings, to minimize server downtime during peak usage periods. During the term
of this Agreement, the allocation of hardware, software and other equipment and
Services supplied by EMC may be re-allocated to other projects by Company and
EMC upon submission of a revised Statement of Work, subject to both parties
written acceptance which will not be unreasonably withheld or delayed.
2.2 STATEMENT OF WORK
2
3
The parties will use documents ("Statements of Work") that define each
assignment, task or project to be performed by EMC for Company. The Statements
of Work will be as complete in details as is required to meet the function of
the work. As a minimum, each Statement of Work must contain the following items:
a detailed description of the project objective; specifications including but
not limited to the following: megabytes of disk space on EMC's server(s) for
storage of the Applications and any data files associated with the Applications,
megabytes of bandwidth available to the Applications, maximum response time,
number of e-mail accounts, number of redundant T3 connections to the Internet on
diverse backbones; maximum downtime; accessibility of log information to the
Company; use of a secure commerce server, etc; coordinators for both EMC and
Company that will be responsible for the efforts; schedule for performance;
reports and/or meetings required, and a list of equipment and services with
prices.
As each Statement of Work is prepared and signed by both parties, that
Statement of Work will be incorporated by reference into this Agreement.
2.3 ACCEPTANCE BY COMPANY.
Upon notice to the Company that the Applications have been installed
and are operating in accordance with the Statement of Work, the Company shall
review the operation of the Applications.*
2.4 REPRESENTATIONS AND WARRANTIES.
EMC represents and warrants that it shall perform the Services in
accordance with this Agreement and in a professional and workmanlike manner, and
agrees that in the event EMC is unable for any reason to perform the Services in
accordance with the Statement of Work, the Company may terminate this Agreement,
in accordance with Section 6.3 of the Agreement.
3. OTHER DUTIES OF EMC
3.1 APPOINTMENT OF CONTACT PERSONNEL
EMC shall appoint a single, primary contact person who shall be
Company's main representative at EMC and whose primary responsibility will be to
assure that the obligations and responsibilities herein are performed in
accordance with the specifications and requirements herein stated.
From time to time it may be necessary to designate a new primary
contact person. EMC will notify Company promptly in writing of the new primary
contact person. Upon reasonable request from Company, EMC will change the
primary contact person. The new primary contact must be fully brought up to
speed on work completed to date for the Company by the previous contact at EMC.
The new contact should be familiar with all
* Certain Confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission
3
4
running applications and server configurations before being installed as the new
primary contact.
3.2 PROPRIETARY RIGHTS
EMC is the sole owner of all right, title and interest in the computer
hardware, software and network connections (the "technology") used to provide
the Services, including any patent, copyright or trade secret rights (the "EMC
rights"), provided EMC does not use the Confidential Information of the Company.
4. DUTIES OF COMPANY
4.1 SUPPLY OF OPERATIONAL DATA
Company shall supply to EMC all necessary operational data required to
operate the unique software or Applications provided to EMC by Company, and all
such other data that EMC reasonably requires in order to perform the Services;
provided that all such operational data shall be protected as Confidential
Information under the non-disclosure agreement between the parties dated October
25, 1999.
4.2 SUPPLY OF SERVER AND DATABASE SOFTWARE AND LICENSES
Company shall supply EMC with such product information from the
Applications, Hardware, Software and associated licenses or maintenance
agreements as EMC needs to perform its obligations under this Agreement.
4.3 APPOINTMENT OF CONTACT PERSONNEL
Company shall appoint a single, primary contact person who shall be
EMC's main representative at Company and whose primary responsibility will be to
assure that the obligations and responsibilities herein are performed in
accordance with the specifications and requirements herein stated.
From time to time it may be necessary to designate a new primary
contact person. Company will notify EMC promptly in writing of the new primary
contact person.
4.4 PROPRIETARY RIGHTS
Company represents that the Application(s) contain technology and
Content gathered, selected, coordinated and arranged by Company at considerable
expense by the application of methods, editorial standards and judgment that are
proprietary to Company and that the technology, Content and Applications are
valuable assets of Company, and that title and ownership of the technology,
Content and Application(s) remains exclusively with the Company and its
licensors.
4
5
EMC acknowledges that it is not acquiring any interest of any kind in
the technology, Content or Application(s) of Company.
5. PAYMENT
Payment terms will be established by the parties and included in each
Statement of Work. Unless specified otherwise in an agreed Statement of Work,
Company shall pay all invoices within 10 days following the receipt of the
invoice by Company, or upon such other terms as the parties may agree.
6. TERM AND TERMINATION
6.1 TERM OF THE AGREEMENT
This Agreement is effective as of the Effective Date and shall remain
in effect for ___*____ or until terminated in accordance with the terms
contained in the following sections and elsewhere in the Agreement.
6.2 RENEWAL OF THE AGREEMENT
*Either party may elect not to renew by giving written notice to the
other party in accordance with the notice provisions contained in Section 9 of
this Agreement, not less than ninety (90) days prior to the end of the then
current term.
6.3 TERMINATION OF THE AGREEMENT
*In the event operation of the Applications is interrupted for a period
longer than twenty-four hours during which EMC fails to make its best efforts to
remedy the problem, Company shall have the right to terminate this Agreement
immediately, upon notice and without further obligation to EMC.
6.4 UPTIME
EMC guarantees __*__% system availability for the site on a rolling
three-month basis measured monthly for the preceding three-month period. Site
outages ("downtime") which will be counted against this _*__% metric will be any
unscheduled downtime caused by any EMC personnel or equipment and related
software within EMC's firewall which is used for operation of the site. Any
downtime related to customer or third party software, content, applications or
personnel will not be counted as downtime for the purpose of measuring overall
system availability.
7. LIMITATION OF LIABILITY
*Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
5
6
7.1 EMC SHALL, EXCEPT AS PROVIDED IN SECTION 7.4 OF THIS
AGREEMENT, HOLD HARMLESS AND INDEMNIFY COMPANY FROM ANY LOSS OR DAMAGES
(INCLUDING REASONABLE ATTORNEYS FEES) INCURRED BY COMPANY BECAUSE OF ANY CLAIMS,
SUITS OR DEMANDS OF THIRD PARTIES ARISING OUT OF OR RESULTING FROM ANY
TECHNOLOGY OR CONTENT PROVIDED BY EMC TO COMPANY.
7.2 EMC SHALL NOT BE LIABLE FOR ANY CONTENT PROCESSED OR
STORED ON THE SYSTEM EVEN IF SUCH CONTENT WAS KNOWN BY EMC. COMPANY SHALL HOLD
HARMLESS AND INDEMNIFY EMC FROM ANY LOSS OR DAMAGES (INCLUDING REASONABLE
ATTORNEYS FEES) INCURRED BY EMC BECAUSE OF ANY CLAIMS, SUITS OR DEMANDS OF THIRD
PARTIES ARISING OUT OF OR RESULTING FROM ANY CONTENT PROVIDED BY COMPANY TO EMC
FOR PLACEMENT ON THE APPLICATION.
7.3 EXCEPT FOR CLAIMS BY THIRD PARTIES THAT THE INSTALLATION
AND/OR OPERATION OF THE APPLICATIONS BY EMC AND/OR COMPANY INFRINGE ON THE
INTELLECTUAL PROPERTY RIGHTS OF SAID THIRD PARTIES, EMC'S ENTIRE LIABILITY FOR
ANY CLAIM, LOSS, DAMAGE OR EXPENSE FROM ANY CAUSE WHATSOEVER, REGARDLESS OF THE
FORM OF THE ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING
NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO THE GREATER OF
THE AMOUNTS PAID BY THE COMPANY TO EMC DURING THE PREVIOUS 12 MONTH PERIOD OR
$100,000.
7.4 NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL,
CONSEQUENTIAL, OR ANY OTHER INDIRECT LOSS OR DAMAGE, INCLUDING LOST PROFITS OR
LOST DATA, ARISING OUT OF THIS AGREEMENT OR ANY OBLIGATION RESULTING THEREFROM,
OR THE USE OR PERFORMANCE OF ANY SERVICE, WHETHER IN AN ACTION FOR OR ARISING
OUT OF ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.
8. CONFIDENTIALITY
The disclosure of Confidential Information shall be governed
by the Agreement entered into by the parties on October 25, 1999, of which a
copy is attached to an made a part of this Agreement.
9. GENERAL
9.1 This Agreement* and any Statement(s) of Work attached to
this Agreement, is the complete and exclusive agreement of the parties and
supersedes all prior written agreements with respect to the subject matter,
including without limitation the
*Certain Confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
6
7
Letter of Intent executed by the parties as of October 18, 1999. Neither this
Agreement nor any Statement of Work may be altered or amended except in writing
and executed by their authorized representatives.
9.2 Neither party will be liable to the other for any failure
or delay in performing the services or obligations set forth in this Agreement,
due in whole or in party to the extent that such failure or delay is caused by
events beyond the reasonable control of the non-performing party, including
without limitation acts of God, natural or human-caused disasters such as flood
or fire, civil disturbances or strikes by employees other than employees of the
non-performing party.
9.3 This Agreement shall be governed by the laws of the
Commonwealth of Massachusetts, excluding its choice of law provisions.
9.4 Sections 3.2, 4.4, 5, 7, 8 and 9 shall survive termination
of this Agreement.
9.5 All notices under this Agreement shall be in writing and
shall be given in person or by certified or registered mail or overnight courier
to the attention of the respective General Corporate Counsel at the addresses
set forth above.
9.6 All headings in this Agreement are inserted for
convenience only and are not intended to effect the meaning or interpretation of
this Agreement or any clause.
9.7 No omission or delay on the part of either party in
requiring the fulfillment by the other party of its obligations hereunder shall
constitute a waiver of its rights to require the fulfillment of any other
obligation hereunder, or a waiver of any remedy it might have hereunder.
9.8 EMC shall not be in breach of this Agreement due to any
failure to meet any Target Completion Date (as defined in the (Statement of
Work) due to any cause under the reasonable control of Company or as stated in
section 9.2
Signed by authorized representatives of both parties.
COMPANY: XXX.XXX XXX XXXXXXXXXXX
By: /s/ Xxxxxxx Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
_______________________ ________________________
Name: Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Director, Marketing and Sales Title: Sr. V.P. Operations,
7
8
STATEMENT OF WORK NUMBER 01
This document is the Statement of Work referenced in the Internet Services
Agreement (the "Agreement") by and between XXX Xxxxxxxxxxx ("EMC") and Xxx.Xxx
(the "Company") made on the 28h day of December, 1999 (the "Effective Date").
EXECUTIVE SUMMARY
Zap (Xxx.xxx) has expressed a desire for an outsourced environment for its web
site. Xxx.xxx requires that the site always be available and responsive, and for
system administrators to be available 24x7 to service the site. Xxx.xxx has
partnered with Auergen for development and implementation of its site.
EMC proposes to provide a custom, dedicated Internet hosting environment to meet
Xxx.xxx's requirements. The site will be hosted in EMC's Hopkinton, MA facility.
EMC will provide 24x7 year-round system monitoring and system administration of
the site. EMC will also provide sufficient bandwidth and storage to meet
Xxx.xxx's present and projected needs.
The hosted solution for Xxx.xxx will include
* All disk storage will be provided on EMC's Symmetrix storage systems. The
Fast Wide Differential SCSI connections to the Symmetrix storage system
will provide fast and reliable access to all data. This solution leverages
the state-of-the-art network infrastructure and automated backup
infrastructure provided by EMC Internet Services.
EXPLANATION OF PROJECT
Company has requested EMC to provision and operate equipment, software and
services to host Xxx.xxx. Xxx.xxx's initial site deployment will consist of
__________ owned by Xxx.xxx.*
LOAD BALANCING
The load-balanced solution will consist of two systems connecting to the
front-end web servers as described above. Load balancing will be setup and in
place for the initial phase of this project. The load balancing solution is
subject to final technical review after receipt of technical application
information from Xxx.xxx. The redundant load balancing solution is included in
this proposal.
ON-LINE BACKUP AND RECOVERY
EMCs' TimeFinder solution is available for 24 hour database availability,
on-line backup and disaster recovery solution, and has been included in this
proposal. TimeFinder makes a real-time copy of the database on the Symmetrix and
calls it a Business Continuance Volume (BCV). These volumes are continuously
updated on-line. When it's time to do backup, the BCV is disconnected from the
production database and backed up using one of our standard backup software
tools. The volume will be resynchronized with the database after the backup is
done with minimal impact to the server. All this is accomplished without any
downtime. Additional solutions are available for off-site disaster recovery
needs. Additional information and diagrams can be found in the TimeFinder
section of this document.
SOFTWARE
Software licensing and maintenance for Solaris and Oracle Application Server
have been included in this proposal. Oracle Database Pricing has been included
for both purchase and lease options - See Pricing charts for details.
*Certain Confidential information on this page has been omitted and filed
seperately with the Securities and Exchange Commission.
9
RAPID DEPLOYMENT & CAPACITY PLANNING
From the time an order is received, EMC will procure and provision all the
specified hardware, install and test the application software, and will turn the
site over to Xxx.xxx for content load. Implementation will be scheduled based on
data center availability. On an ongoing basis, EMC will provide proactive system
monitoring and administration of the site, including maintenance of the database
and operating system software. As the anticipated growth in demand of the
Xxx.xxx site materializes, EMC will notify Xxx.xxx of potential issues and
recommend changes in hardware, software or procedures to accommodate demand. EMC
will also assure that sufficient bandwidth and storage is available to meet
present and projected needs.
The specific details of the site design are discussed in the "EMC Solution"
section of the proposal. An overview of the standard services is as follows:
- a dedicated project manager responsible for all issues impacting the
site
- a primary technical lead with additional technical expertise available
as needed.
- 24x7 automatic monitoring
- capacity planning services
- 24x7 Customer Support Hotline.
- 24x7 System Administration and technical support including application-
specific support.
- a highly secure and safe environment for the facility and the network
- redundant power and air conditioning
- premium grade service relationships with equipment suppliers
- redundant T3 (45 Mb/s) connections from multiple Internet access
providers
- redundant and highly available data storage on EMC Symmetrix storage
systems.
- automated data backup mechanism
- standard client access and site reporting
For purposes of this Statement of Work and the Internet Services Agreement of
which it is a part, "Application" shall mean the company's internet web site and
banner.
1.0 PROJECT COORDINATORS
EMC and Company will each designate a single point of contact, pursuant to
sections 3.1 and 4.3 of the Agreement.
2.0 SCHEDULE FOR PERFORMANCE
EMC will procure and provision the server hardware, install the operating system
and application software provided by Company, and will turn the site over to
Company for content load based on the agreed upon schedule.
3.0 REPORTS AND/OR MEETINGS REQUIRED
Weekly status meetings are required. The meetings will occur between EMC's
project manager and Zap's technical team project manager (Auragen
Communications).
4.0 LIST OF EQUIPMENT AND SERVICES
EMC will provide:*
*Certain Confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
10
5.0 PAYMENT SCHEDULE
Company agrees to the following payment schedule. Invoice will be issued and
payable upon request.
DESCRIPTION PRICE
----------- -----
*
First payment shall be due the last day of the calendar month in which the
Definitive Agreement is executed with each subsequent monthly payment due on the
30th day of each month thereafter.
7.0 DELIVERY DATE
Friday, January 7, 2000.
COMPANY XXX XXXXXXXXXXX
By: ______________________________ By: _______________________________
Name: Name: _____________________________
Title: Title: ____________________________
* Certain Confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
11
STATEMENT OF WORK NUMBER 02
This document is included by reference into the Internet Services Agreement (the
"Agreement") by and between XXX Xxxxxxxxxxx ("EMC") and Xxx.Xxx (the "Company")
made on the 28th day of December, 1999 (the "Effective Date").
All terms and conditions of the Agreement remain in full effect, except as
modified herein.
1.0 EXPLANATION OF PROJECT
Company has requested EMC to provision the Xxxxxxx, JRun, software for its two
web servers. EMC will own and operate software.
2.0 PROJECT COORDINATORS
EMC and Company will each designate a single point of contact, pursuant to
sections 3.1 and 4.3 of the Agreement.
3.0 SCHEDULE FOR PERFORMANCE
EMC will procure and provision the software provided by EMC, and will turn the
site over to Company for content load based on the agreed upon schedule.
4.0 REPORTS AND/OR MEETINGS REQUIRED
No special reports or meetings are required. Meetings will be scheduled at the
discretion of Company and EMC.
5.0 LIST OF EQUIPMENT AND SERVICES
EMC will provide: *
6.0 PAYMENT SCHEDULE
Company agrees to the following payment schedule. Invoice will be issued and
payable upon request.
DESCRIPTION PRICE
----------- -----
*
First payment shall be due the last day of the calendar month in which the
Definitive Agreement is executed with each subsequent monthly payment due on the
30th day of each month thereafter.
COMPANY XXX XXXXXXXXXXX
By: ______________________________ By: _______________________________
Name: Name: _____________________________
Title: Title: ____________________________
* Certain Confidential information on this page has been omitted and filed
separately with Securities and Exchange Commission.
12
STATEMENT OF WORK NUMBER 03
This document is included by reference into the Internet Services Agreement (the
"Agreement") by and between XXX Xxxxxxxxxxx ("EMC") and Xxx.Xxx (the "Company")
made on the 28th day of December, 1999 (the "Effective Date").
All terms and conditions of the Agreement remain in full effect, except as
modified herein.
1.0 EXPLANATION OF PROJECT
Company has requested EMC provide and operate DoubleClick software and services
to host Xxx.Xxx Ad Serving Application. The Hardware has already been deployed
in SOW #01, so this would be an addition for Software Licensing and Services to
support the Ad Serving Application.
EMC will purchase the appropriate licensing and support for the DoubleClick
product set on behalf of Company pursuant to a DoubleClick Ad Server Network
License Agreement and Software Maintenance and Support Agreement in the form
annexed hereto as Exhibit A and Exhibit B, respectively, and assign all of its
right, title and interest therein to the Company and the Company will assume all
obligations thereunder except for the payment of any fees thereunder, all of
which shall be effected pursuant to an Assignment and Assumption Agreement in
the form of Exhibit C annexed hereto. The Assignment and Assumption Agreement
shall control over any conflicts between it and the Agreement.
EMC will purchase the appropriate licensing and support for the DoubleClick
product set on behalf of the Company.
2.0 PROJECT COORDINATORS
EMC and Company will each designate a single point of contact, pursuant to
Sections 3.1 and 4.3 of the Agreement.
3.0 SCHEDULE FOR PERFORMANCE
EMC will procure and provision the software, and will turn the site over to the
Company for content load based on the agreed upon schedule.
4.0 REPORTS AND/OR MEETINGS REQUIRED
No special reports or meetings are required. Meetings will be schedule at the
discretion of the Company and EMC.
5.0 LIST OF EQUIPMENT AND SERVICES
EMC will provide:
6.0 PAYMENT SCHEDULE
Company agrees to the following payment schedule. Invoice will be issued and
payable upon request.
COMPANY XXX XXXXXXXXXXX
By: ______________________________ By:________________________________
Name: Name:
Title: Title:
13
STATEMENT OF WORK NUMBER 04
This document is the Statement of Work referenced in the Internet Services
Agreement (the "Agreement") by and between XXX Xxxxxxxxxxx ("EMC") and Xxx.Xxx
(the "Company") made on the 28th day of December, 1999 (the "Effective Date").
EXECUTIVE SUMMARY
- The Company has expressed a desire for EMC to purchase a license for
_________ and services to install and setup the partitioning as needed.
EMC will own and operate the software, and will be fully and exclusively
responsible for its maintenance and repair. Company will provide any
application-specific software and data.
1.0 PROJECT COORDINATORS
EMC and Company will each designate a single point of contact, pursuant to
sections 3.1 and 4.3 of the Agreement.
2.0 SCHEDULE FOR PERFORMANCE
EMC will procure and provision the server hardware, install the operating system
and application software provided by Company, and will turn the site over to
Company for content load based on the agreed upon schedule.
3.0 REPORTS AND/OR MEETINGS REQUIRED
Weekly status meetings are required. The meetings will occur between EMC's
project manager and Zap's technical team project manager (Auragen
Communications).
4.0 LIST OF EQUIPMENT AND SERVICES
EMC will provide:*
*Certain Confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
14
5.0 PAYMENT SCHEDULE
Company agrees to the following payment schedule. Invoice will be issued and
payable upon request.
DESCRIPTION PRICE
----------- -----
*
First payment shall be due the last day of the calendar month in which the
Definitive Agreement is executed with each subsequent monthly payment due on the
30th day of each month thereafter.
7.0 DELIVERY DATE
January 6, 2000
COMPANY XXX XXXXXXXXXXX
By: ______________________________ By: __________________________
Name: Name: ________________________
Title: Title: _________________________
* Certain Confidential information on this page has been omitted and filed
separately with the Securities and Exchange Commission.
