EXHIBIT 10.13
Note: Portions of this exhibit indicated by "[ * ]" are subject to a
confidential treatment request, and have been omitted from this exhibit.
Complete, unredacted copies of this exhibit have been filed with the Securities
and Exchange Commission as part of the Company's confidential treatment request.
"AMENDMENT AGREEMENT NO.3"
This Amendment Agreement No. 3 to the FWA TASS, dated as of December 28, 2004
(the "Amendment Agreement No. 3"), is entered by and between Airspan
Communications Limited ("Airspan") and Axtel, S.A. de C.V. ("Axtel")
WHEREAS, Axtel and Nortel Networks Limited ("NN Limited") and Nortel Networks de
Mexico, S.A. de C.V. ("NN Mexico" and, collectively with NN Limited, "Nortel
Networks") entered into a Purchase and License Agreement for FWA Equipment dated
March 20, 2003, which was subsequently amended by Amendment No. 1 dated
September 15, 2003 and by the Change Order dated December 5, 2003 (the "FWA
PLA");
WHERAS, Nortel Networks and Axtel entered into a Technical Assistance Support
Services Agreement for FWA Equipment dated March 20, 2003 (the "FWA TASS");
WHEREAS, Nortel Networks, Airspan and Axtel entered into an Assignment and
Assumption Agreement dated December 23, 2003, by virtue of which Nortel Networks
assigned all of its rights and obligations under the FWA PLA and the FWA TASS to
Airspan (the "Assignment Agreement");
WHEREAS, Airspan and Axtel executed Amendment No.2 to the FWA PLA and the FWA
TASS as of April 20, 2004.
WHEREAS, Airspan and Axtel (hereinafter referred to collectively as the
"Parties" and individually as a "Party") have been in discussions regarding
several topics under the FWA TASS, including prices and payment terms of the
services, with the intent of setting forth their agreements on such topics in an
amendment to the FWA TASS;
WHEREAS, the Parties, in light of the foregoing, wish to amend the FWA TASS in
accordance with the terms contained herein.
NOW THEREFORE, in light of the foregoing and pursuant to mutual covenants and
agreements of which the Parties acknowledge sufficient consideration, they
hereby agree as follows:
1. DEFINITIONS AND EFFECTIVENESS.
1.1 Capitalized terms not specifically defined in this Amendment Agreement No. 3
shall have the meaning ascribed to them in the FWA TASS, as the case may be.
1.2 The Parties hereby agree that this Amendment Agreement No. 3 shall become
binding on each Party upon its execution.
2
2. GENERAL AGREEMENTS AND AMENDMENTS.
2.1 Change to the Price of the TASS Services for the Fourth Quarter of 2004.
The Parties hereby agree to modify the price of the TASS Services for the
fourth quarter of 2004 set forth in the FWA TASS, which currently is for
the total amount of [ * ] ([ * ] United States Dollars), to the new price
of [ * ] Dollars ([ * ] United Sates Dollars).
2.2 Service Credit of [ * ]. Airspan, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, hereby agrees to
reimburse Axtel the amount [ * ] ([ * ] United States Dollars) of payments
made by Axtel in the first three quarters of 2004 for technical assistance
and support services provided by Airspan to Axtel under the FWA TASS in
such period of time.
This reimbursement will be made through a pricing discount in the aggregate
sum of [ * ] ([ * ] United States Dollars), which will be applied against
the payment of the TASS Services to be performed by Airspan under the FWA
TASS after the date of this Amendment Agreement No. 3 (the "Service
Credit"). Axtel hereby accepts this Service Credit discount.
Within (5) days of the date of this Amendment Agreement No. 3, Airspan
shall deliver to Axtel the Service Credit note for the amount of [ * ]
Dollars, such note to be dated no later than December 30, 2004.
2.3 Amendment of the Scope of Services under the FWA TASS. The Parties hereby
agree to amend the scope of services under the FWA TASS, by replacing in
its entirety Annex "B" ("Description of the Technical Assistance Support
Services") of the FWA TASS, with a new annex. The terms and conditions of
the new Annex "B" are set forth in the document attached as Exhibit "B" of
this Amendment Agreement No. 3.
2.4 New Prices and Payment Terms for Services under the FWA TASS. The Parties
hereby amend the FWA TASS, by modifying the price and payment terms of the
Services set forth in the FWA TASS for the years 2005 and 2006, as follows:
(i) For Year 2005. [ * ], for the Services to be provided by Airspan in
year 2005, which shall be paid by Axtel as follows:
o [ * ] for the first calendar quarter, on the last business day of
such quarter;
3
o [ * ] for the second calendar quarter, on the last business day
of such quarter;
o [ * ] for the third calendar quarter, on the last business day of
such quarter;
o [ * ] for the fourth calendar quarter, on the last business day
of such quarter.
o Axtel will issue an Irrevocable Purchase order for the 2005 TASS
prior to 15th January 2005 with the payment terms detailed above.
o Airspan shall deliver to Axtel the respective invoice of such
quarter payment, at least thirty (30) days prior to such payment
date (the last business day of such quarter).
(ii) For Year 2006. [ * ], for the Services to be provided by Airspan in
year 2006, which shall be paid by Axtel as follows:
o [ * ] for the first calendar quarter, on the last business day of
such quarter;
o [ * ] for the second calendar quarter, on the last business day
of such quarter;
o [ * ] for the third calendar quarter, on the last business day of
such quarter;
o [ * ] for the fourth calendar quarter, on the last business day
of such quarter.
o Axtel will issue an Irrevocable Purchase order for the 2006 TASS
prior to 15th January 2006 with the payment terms detailed above.
o Airspan shall deliver to Axtel the respective invoice of such
quarter payment, at least thirty (30) days prior to such payment
date (the last business day of such quarter).
4
3. CONTINUED EFFECT.
3.1 The Parties hereby agree that the present Amendment Agreement No. 3
constitutes an amendment of some of the provisions of the FWA TASS, and
except as amended and modified herein, all of the other terms and
conditions of the FWA TASS shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment Agreement No. 3 is signed as of the date
first above written.
AXTEL, S.A. DE C.V. AIRSPAN COMMUNICATIONS LIMITED
By: /s/ Xxxxxxx xx Xxxxxxxxxx Xxxxxxx By: /s/ Xxxxx Xxxxxxxx
---------------------------------- -----------------------------
Name: Xxxxxxx xx Xxxxxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxxx
Title: Legal Representative Title: Senior Vice President
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
--------------------------------------------------------------------------------
Exhibit B
DESCRIPTION OF THE TECHNICAL ASSISTANCE SUPPORT SERVICES
Page 1
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
--------------------------------------------------------------------------------
"Exhibit B"
DESCRIPTION OF THE TECHNICAL ASSISTANCE SUPPORT SERVICES
1.0 SERVICES SUMMARY
This package of services from the Airspan Support Services portfolio will
provide remote 2nd & 3rd level of technical assistance and emergency
recovery for Airspan products in Axtel's network. Axtel's in house
structure will perform the Operations, Administration & Maintenance
functions.
For this annually contracted support package, Airspan' will provide
Technical and Support Services (the "Services") to the Airspan' FWA
Hardware and FWA Software installed in Axtel's Network in Mexico (excluding
Hardware under warranty), such Services are described below:
o Provide remote troubleshooting on Airspan supplied software and/or
hardware
o Assist in resolving network fault issues that may be linked to AXTEL's
network operational procedures and methodologies
o Assist AXTEL's staff in determining fault-locating interface problems
between Airspan hardware or software and other vendors' equipment
o 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 Airspan:
1.1 Technical Support Services
Technical Support Services, the foundation of the Airspan Support Services
portfolio, provides remote support for issues associated with the operation
and maintenance of Airspan products. Technical Support Services includes
two levels of service:
o Remote Technical Assistance
o Emergency Recovery
Remote Technical Assistance provides assistance to address network issues
that are not classified as emergency priority. Airspan will register and
manage requests for Technical Assistance during normal business days and
business hours observed by Airspan in the region where the service is being
performed.
Note: Airspan 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.
Airspan will register and manage requests for Emergency Recovery 24 hours
per day, seven days per week including holidays observed by Airspan in the
region where the service is being performed.
Note: Airspan classifies Emergency Recovery case priorities as E1 and
E2. Please refer to "1.1.6 Technical Support Case Priority
Classifications and Examples."
Page 2
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
--------------------------------------------------------------------------------
To provide Remote Technical Assistance and Emergency Recovery, Airspan
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 Airspan 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, Airspan, upon Axtel's request, and if
Airspan 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 Airspan' determination that on-site support is
not necessary, Axtel will nevertheless have the right to require
on site support from Airspan, 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:
o Remote Troubleshooting problems using diagnostic utilities
o Providing advice on how to detect and resolve hardware and
network-related problems
o Advising on issues requiring hardware replacement
o Diagnosing issues related to Airspan products interfacing with
non-Airspan products
Note: Airspan will resolve the issue to the point of
demonstrating that the problem is attributable to the
non-Airspan products and, under the coordination of Axtel, a
Airspan technician can be available to discuss the fault
issue with the appropriate vendor.
o Analyzing trace/log/dump/Operational Measurement (OM) information
o Remote telephone and/or email support to Airspan Second Level
support (NTS) in troubleshooting, diagnosing and correcting
failures by Airspan hardware and/or software to function as per
the relevant Airspan product specifications in Axtel's network.o
Providing regular, on-going updates on case progress using an
agreed-upon medium
o 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
Airspan 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 Airspan Case Priority Classification.
Note: Please refer to "1.1.6 Technical Support Case Priority
Classifications and Examples."
Page 3
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
--------------------------------------------------------------------------------
Airspan strives to immediately assign an engineer upon receipt of the call.
Thereupon, Airspan 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, Airspan 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:
o Confirm that the products are installed, commissioned, used and
maintained by knowledgeable and skilled people acting in accordance
with the applicable product documentation from Airspan
o Replace hardware components during diagnosis or as remedial actions.
o Generate performance/availability reports and associated trend
analysis.
o Gather data in a timely manner in support of Airspan' diagnostic
process when reasonably within the technical competency of AXtel.
o Identify issues requiring hardware replacement
o 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 Airspan. 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.
o Perform software upgrades and/or patch applications, except for REM
software upgrades unless otherwise agreed with Airspan.
o 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
o Provide connectivity in a timely manner to the product(s) for Airspan
to establish a data link for use by Airspan technical support group in
order to conduct remote diagnosis and maintenance
Note: Axtel and Airspan 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. Airspan will not connect to Axtel's
network without prior authorization and such connection will be
solely to provide technical support.
Page 4
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
--------------------------------------------------------------------------------
o Excuse Airspan from fault resolution for a period equal to such
failure or delay, should Axtel fail or cause delay in providing
connectivity
o 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
Airspan technical expert throughout the process.
o Axtel should provide their internal escalation process in order to
inform all the contacts to Airspan.
o Maintain a support agreement(s) with the third-party supplier(s) for
such product(s), as Axtel sees fit.
o 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
Airspan 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 Airspan technical support group
- Providing local time templates and historical actions performed
on each event as reference information to the Airspan technical
support group .
1.1.4 Technical Support Services Assumptions
For both Technical Assistance and Emergency Recovery the following
assumptions will apply:
o The Technical Support Services program covers all FWA Hardware and
Software (except for Hardware under warranty) installed in Axtel's
network.
o Airspan 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.
o In the event that Axtel fails to comply with the requirements
described in section 1.1.3 (Axtel Responsibilities for Technical
Support), Airspan will advise Axtel of its non-compliance. Airspan and
Axtel may then agree upon service to be provided at the then-current
time-and-materials basis published by Airspan plus any travel and
living expenses incurred.
o Airspan, or a skilled, qualified third-party authorized by Airspan,
will furnish this service.
Page 5
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
--------------------------------------------------------------------------------
1.1.5 Technical Support Services Exclusions
The following exclusions will govern the delivery of both Technical
Assistance and Emergency Recovery:
o Airspan is not responsible for products that have not been installed,
commissioned or upgraded as per the applicable processes and
procedures.
o Airspan is not responsible for supporting non-Airspan supplied
third-party product(s). Axtel will be responsible for maintaining
support agreements with the OEM/third-party supplier for such
product(s).
o Technical Support Services do not cover Airspan products not purchased
from Airspan or from a Airspan authorized agent
o Airspan will not be obliged to incorporate software corrections into
software releases prior to the then-currently supported software
release(s). Airspan reserves the right to incorporate software
corrections into future software releases
o Airspan 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 Airspan
o Airspan Products under Warranty are excluded from this Technical
Support Services Pack.
o Products which have not been installed and commissioned by
appropriately skilled and trained personnel using Airspan Procedures
are excluded from this Technical Support Services Pack.
o Technical Support Services will not be provided during installation
and/or commissioning process.
1.1.6 Technical Support Case Management
o Airspan 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.
o Airspan 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, Airspan uses additional case priority
definitions: E2, Business Critical, and Major.
o Airspan uses case priorities that correspond to the TL9000 Customer
Severities as shown in the following table:
Page 6
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
--------------------------------------------------------------------------------
---------------------------------------------- ---------------------------------
TL9000 Airspan
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 Airspan
Please refer to your local Airspan representative to get information of
Local National Holidays observed at Customer's location.
2.2 Call Center Access for Technical Support
The Airspan 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 Airspan 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:
o Airspan may, where applicable, also provide a customer with the
ability to open, view, and modify cases directly within the Airspan
case-tracking system via xxx.xxxxxxx.xxx. The customer will bear
telecommunication facility charges and/or long distance toll charges
associated with access to xxx.xxxxxxx.xxx
o 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
o All cases are logged into a Airspan case-tracking system. The case is
time-stamped and a case reference number allocated. Furthermore,
Airspan will request that the customer agree to a case priority level
o E1 and E2 priority cases are to be reported by telephone only
o The Customer escalation of a case to higher levels of management
within Airspan, shall be in accordance with the following escalation
table:
"Airspan Escalation Procedure"
Page 7
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
--------------------------------------------------------------------------------
-------------------------------------
Axtel's NOC
-------------------------------------
-------------------------------------
Call Center Airspan
-------------------------------------
-------------------------------------
Airspan Technical Support Engineer
-------------------------------------
-------------------------------------
Airspan Technical Support Manager.
-------------------------------------
-------------------------------------
Airspan Technical Support Sr. Mgr.
-------------------------------------
------------------------------ -----------------------------
Airspan Technical Support Airspan Customer Operation
Director Leader
------------------------------ -----------------------------
At Closing Date, Airspan 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 Airspan Technical Support Services Call Process
When calling Airspan 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
A Call Center agent will generate a Case Reference Number (CRN), which will
be provided to the customer for tracking the case. Airspan technician will
then team with the customer's representative to resolve the reported issue.
2.2.2 Call Center Phone Numbers
Page 8
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
--------------------------------------------------------------------------------
Customer sites in Latin America will access the Airspan technical support
organizations by calling:
Tel: + (0) 000 000-0000
Available 24 hours a day, 365 days a year email: from the Airspan Web Site
:://xxx.xxxxxxx.xxx/Xxxxx/XxxxxxxXxxx/xxxxxxxxxxx.xxx
2.2.3 Technical Support Response Times
Once Axtel has opened a CRN at the Airspan' Call Center and depending on
the Severity Classification, a Airspan 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"
---------------------------------------------------------------------------------------------------------
TL9000 Response Times Target
Severity Business Non - Service Resolution
Classification Actions Hours Business restoration Targets
Hours time Based on RQMS*
---------------------------------------------------------------------------------------------------------
E1 (*1) Worked continuously (7 x 24) 15 min 30 min 7 Xx 00 xx
until resolution or
workaround is provided
---------------------------------------------------------------------------------------------------------
E2 (*1) Worked continuously (7 x 24) 15 min 30 min 8 Hr 10 Days
until resolution or
workaround is provided
---------------------------------------------------------------------------------------------------------
Business Worked during normal business Next 24 Xx 00 Days
Critical and days and business hours. 2 hrs Business
Major (*2) Day
---------------------------------------------------------------------------------------------------------
Minor (*2) Worked during normal business Next Next 30 Days 180 days
days and business hours. Business Business
Day Day
---------------------------------------------------------------------------------------------------------
(*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 Airspan 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.
2.2.4 Technical Support Case Priority
Problem reports will be classified as set forth in the tables below:
Page 9
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
--------------------------------------------------------------------------------
------------------- ------------------------- ----------------------------------------------------------------------
TL9000 Severity Airspan Case Priority Examples
Classification & Definition
------------------- ------------------------- ----------------------------------------------------------------------
Critical E1 >> Total or partial network element outage
Problems that >> A reduction in capacity or traffic handling capability such
severely affect that expected loads cannot be handled
service, >> Failure resulting in dynamic routing, switching capability
capacity/traffic, or transport loss
billing and >> Any loss of safety or emergency capability (e.g., emergency
maintenance calls such as 911 in North America)
capabilities and >> Loss of the system's ability to perform automatic system
require immediate reconfiguration
corrective action, >> Inability to restart the system
regardless of time of >> Loss of billing/accounting capability
day or day of the >> Corruption of billing or system databases that requires
week. service affecting corrective actions
>> Other problems that severely
affect service,
capacity/traffic, billing,
and maintenance capabilities
or are jointly viewed by
Airspan and the customer as
critical
------------------- ------------------------- ----------------------------------------------------------------------
--------------------- ---------------------- -----------------------------------------------------------------------
TL9000 Severity Airspan Case Examples
Classification Priority &
Definition
--------------------- ---------------------- -----------------------------------------------------------------------
Major E2 >> Loss of redundancy of critical functions
Problems that >> Loss of protection switching capability
result in >> Short outages equivalent to system or subsystem outages not
potential service seriously impacting service with accumulated duration of
degradation and/or greater than two minutes in any 24-hour period, or that
total outage. continue to repeat during longer periods
Serious situation >> A reduction in provisioned capacity of 5% and for a
not involving cumulative duration of more than 10 minutes per 24 hours
service >> Repeated degradation of DS1/E1 or higher rate spans or
degradation in a connections
live environment, >> Loss of system's ability to perform automatic system
but leading to a reconfiguration
total or partial >> Loss of access to maintenance or recovery operations
loss of >> Any loss of functional visibility and/or diagnostic
redundancy. 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 (December 2004)
--------------------------------------------------------------------------------
--------------------- ---------------------------------- -----------------------------------------------------------
TL9000 Severity Airspan Case Priority & Examples
Classification Definition
--------------------- ---------------------------------- -----------------------------------------------------------
Major Business Critical >> The customer has been given a work-around but
Problems that result in a the situation still requires constant attention due
major degradation of system or to the temporary nature of the work-around
service performance that >> Software application/migration issues that gate
impacts service quality or the introduction of new services or functionality
significantly impairs network >> Billing error rates that exceed specifications
operator control or >> Corruption of system or billing databases
operational effectiveness.
Overall network is degraded
resulting in severe
limitations to operations or
network management software
product has major feature that
is not working properly
with only difficult workaround.
--------------------- ---------------------------------- -----------------------------------------------------------
------------------- --------------------------- --------------------------------------------------------------------
TL9000 Severity Airspan Case Priority & Examples
Classification Definition
------------------- --------------------------- --------------------------------------------------------------------
Major Major >> Degradation of any capacity/traffic measurement function;
Problems that result in degradation of functional visibility and/or diagnostic
conditions that capability
seriously affect system >> Degradation of access for maintenance or recovery
operation, maintenance operations
and administration, >> Degradation of the system's ability to provide any
etc. and require required system critical/major alarms
immediate attention. >> Loss of access for routine administrative activity
The urgency is less >> Any system failure without direct immediate impact
than in a Business >> Intermittent degradation of services; partial loss of
Critical situation access to provisioning
because of a lesser >> Software application/migration issues that do not impact
immediate or impending service
effect on system >> Reduction in any capacity/traffic measurement function
performance, customers, >> Any loss of functional visibility and/or diagnostic
and the customer's capability
operation and revenue. >> 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 Airspan 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 (December 2004)
--------------------------------------------------------------------------------
------------------- --------------------------- --------------------------------------------------------------------
TL9000 Severity Airspan Case Priority & Examples
Classification Definition
------------------- --------------------------- --------------------------------------------------------------------
Minor Minor >> Service analysis, recorded announcements, operational
Problems do not measurements, maintenance program, or network management
significantly impair problems; or system-related documentation inaccuracies, that
the functioning of the do not affect call processing
system and do not >> Test equipment failures for which a backup or manual
significantly affect alternative can be employed
service to customers. >> Circuit pack testing problems
These problems are
tolerable during system
use.
------------------- --------------------------- --------------------------------------------------------------------
2.2.5 Case Resolution Objectives
Airspan Technical Support case resolution targets are based in Airspan 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
Airspan 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 Airspan Clock
--------------------- ----------------------------------------------------------------- ----------------
Newly Opened This status is the default. It signifies that no work has been Start
done on the case.
--------------------- ----------------------------------------------------------------- ----------------
WIP Level 1 This status is used when a NTS Engineer is actively working on Not Stopped
the Case.
--------------------- ----------------------------------------------------------------- ----------------
This status is used when a Second Level Support Engineer is
WIP Level 2 actively working a case Not Stopped
* Second Level Support: Software Support, Product Support.
--------------------- ----------------------------------------------------------------- ----------------
Escalated To Design This status is used when a Design Engineer
is actively working Not Stopped on the case
--------------------- ----------------------------------------------------------------- ----------------
Answer From Design Design Engineer has concluded its
investigation and has Not Stopped replied back to the
NTS Engineer
--------------------- ----------------------------------------------------------------- ----------------
During the course of conducting their research, the
NTS Engineer may need additional information or
activity from the
With A Customer Customer. The "With a Customer" status is assigned when the Stopped
NTS Engineer is waiting on a Customer response in order to
continue investigation
--------------------- ----------------------------------------------------------------- ----------------
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Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
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--------------------- ----------------------------------------------------------------- ----------------
Status Description Airspan Clock
--------------------- ----------------------------------------------------------------- ----------------
Interim Solution Stopped
If a temporary solution is provided that 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.
--------------------- ----------------------------------------------------------------- ----------------
Customer agrees to live with the problem condition and
that the fix will be delivered as part of a future
Airspan product release (software release, maintenance
release, documentation release or hardware revision.
Requirements to use this status include Customer
consent; fix identification, and delivery
Future Deliverable commitment. This status code does not add
time to the RQMS age Stopped 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 or available for testing and
verification. If the delivered solution does not
resolve the reported problem, the status will be
changed to Work in Progress (Level
Solution Delivered 1 or 2). If the case is returned to a Work
in Progress (Level Stopped 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 an OEM Vendor for resolution Not Stopped
--------------------- ----------------------------------------------------------------- ----------------
2.2.7 Case Resolutions Classifications
Airspan Technical Support case resolutions: which shall be mutually agreed
for each case:
o 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
o Customer Process: Human errors are present or the customer has failed
to follow procedures recommended and documented by Airspan
o Design Intent: The functionality required by customer does not align
with the design specifications of the product set forth in Agreement,
in which case Airspan 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.
o External Cause: Issue caused by non-Airspan products
o Hardware Deficiency: A problem is isolated to defective hardware
materials or workmanship or substantial nonconformance to
specifications published by Airspan
o Hardware Failure: A problem is caused by a hardware component failure
that falls within Mean Time Between Failure (MTBF) limitations
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Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
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o Airspan Literature: Required Airspan technical document does not exist
or the contents of an existing document are in error [for example, an
incomplete Airspan Technical Publication (NTP)]
o Airspan Process: A problem occurs as a result of a Airspan process
deficiency
o Opened in Error: The case should not have been opened
o 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
o Software Deficiency: A problem is isolated to a software design
deficiency.
2.3 Airspan 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
Airspan and if Airspan agrees to perform the service, then Airspan will
charge customer at the per-occurrence rate schedule to perform such
services as published by Airspan.
On Site/Remote Technical Assistance & On Site/Remote Emergency Recovery Out
of Scope Services may be provided on a per-occurrence basis only when:
o Support is needed for efforts not covered under a contract support
program (such as the one proposed herein)
Note: Axtel must have a Airspan 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 Airspan Support Contract.
Technical Support Out of Scope situations can include
o 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 Airspan. 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.
o Requests to investigate issues pertaining to software features that
are either outside the functionality as defined in the Airspan
Technical Publications (NTPs) or are outside standards supported by
Airspan
Note: Airspan periodically reviews the deployment of its products
based on technology, market deployment, and support requirements.
Airspan then nominates products that would no longer be supported
as of a specified date and changes the status to "nominated EOL."
Airspan will notify customers of EOL product intentions well in
advance through the distribution of Product Portfolio
Simplification/Product Service Information (PSI) bulletins as
well as Airspan Feature Planning Guides.
o Assistance in set-up and usage of Operational Measurements (OMs)
o System performance assessment
o Training on product hardware maintenance
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Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
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o Training on general office operations/maintenance procedures
o Training on test equipment and troubleshooting procedures
2.3.1 Per-Occurrence Repair Services
Airspan Networks will register and manage requests for Return and Replace
service during Airspan' normal business days and hours in the location
where the service is being performed.
Upon receiving Axtel's request, Airspan will allocate a part request number
(also known as a Return Material Authorization number) to each FRU to be
replaced and will notify Axtel in writing of the relevant part request
number.
Following allocation of the part request number(s) Airspan will repair or
replace the unit and will deliver the repaired unit or an equivalent to
Axtel within 60 days of receipt by Airspan at the place where the repair or
replacement is carried out (the "R&R Time Limit").
On-site repair and on-site replacement services by Airspan are not included
with the Return and Replace Service.
1.2.1 Like for Like Replacement
Airspan, at its own cost and expense, shall provide within 60 days after
the Effective Date of this Agreement and maintain in Axtel warehouses to be
notified to Airspan in writing the following amount of Products (the "Stock
Products"): (1)
-------- ----------------- ----------------------------- --------------
Ref Part Number Description Quantities
-------- ----------------- ----------------------------- --------------
1 NTEG72AD TBM 16
-------- ----------------- ----------------------------- --------------
2 NTEG77EC TMU 16
-------- ----------------- ----------------------------- --------------
3 NTED4575 TPM 8
-------- ----------------- ----------------------------- --------------
4 NTEG63AA TTM 8
-------- ----------------- ----------------------------- --------------
5 NTEG73AA NMM 4
-------- ----------------- ----------------------------- --------------
6 NTEG74BA OVPM 12
-------- ----------------- ----------------------------- --------------
7 NTEG71HA TPM-PD 12
-------- ----------------- ----------------------------- --------------
These Stock Products shall be kept by Axtel in its own facilities in Mexico
and Axtel shall manage such Stock Products at its sole discretion to create
a replacement process for damaged parts as a "Like for Like" replacement
process.
The Parties hereby agree that Airspan shall be obligated to increase the
Stock Products by one piece of the respective part number, if Airspan is
more than five
----------
1 The amount of Stock Products set forth in this Exhibit B is the same amount
set forth in Annex G of the FWA PLA therefore, Airspan is obligated under both
agreements to deliver only this amount no twice of such amount, provided that,
any delays in the repair and return, either under the FWA PLA and/or under this
agreement, shall increase the Stock Products as provided under such agreements.
Page 15
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
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(5) days late under section 1.2 of Part Two above, in the repair and return
of such part (this shall be accounted by pieces).
1.2.2 Axtel Responsibilities for Return and Replace Services
Axtel will be required to:
o Pay the expense of shipping a defective FRU to Airspan's warehouse or
logistic center defined for this purposes.
o Use the specifically-assigned part request number(s) provided by
Airspan and include completed Airspan Fault Report Forms when
returning any FRU
o Adhere to Airspan' packing instructions (including anti-static
precautions) when returning the defective unit. The packing
instructions will be included with the return instructions
accompanying the replacement FRU
o Put the replacement FRU into service once it has been returned by
Airspan to Axtel.
o 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 Airspan for repair during the
previous month.
o The Individual Base Station element return & repair included are:
- TPM
- TTM
- TBM
- NMM
- TMU
- OVPM
o 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").
o Airspan repair cases resulting in "no fault found" to be charged at 50
% of the Airspan' full repair rates. Axtel will pay the handling fee
of units determined by Airspan to be beyond economic repair. Return
and repair turnaround time shall be 60 days.
o Airspan will not provide a hardware emergency replacement service.
2.3.2 Axtel Order Process for FWA Repair Services
Page 16
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
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This process supports the delivery of Airspan FWA Repair Services for
AXtel.
Customers of Airspan who request a hardware repair service should have the
following required information ready when placing a repair order with
Airspan:
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)
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 Airspan 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,
Airspan 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 Airspan the UK using the following contact means:
Office hours (Monday through Friday from 9:00 a.m. to 6:00 p.m. (Local
time)
+ 00-0000-000000
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 Airspan. For order confirmation, Airspan 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
Page 17
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
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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. Airspan will inform customers of any improper
packaging, which will void the warranty. All materials should be returned
pre-paid and sent to the appropriate Airspan repair facility. The customer
should use discretion in selecting shipping methods. Airspan recommends
that customers insure all packages to cover possible loss or damage during
shipping, regardless of warranty status.
A completed Airspan 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 Airspan Customer Support Center.
Airspan 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.
In the case of Product replaced at Airspan discretion, and which would be
returned with a different Serial Number to Axtel, the proper documentation
shall be provided by Airspan for Axtel's asset controls to evidence which
serial number is replaced.
Defective Return Packing Slips
Defective return packing slips should be used to return all defective parts
to Airspan. Airspan 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. Airspan 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
Page 18
Exhibit B - Description of The Technical Assistance Support Services
Agreement for the Provision of Technical Assistance Support Services for FWA
Equipment (December 2004)
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RSS's equipment should be sent to Solectron Guedalajara and for Base
Stations to Solectron Dumfermline Attn: Airspan Hardware Support
Representative
This address may be modified from time to time by Airspan.
Page 19
