Exhibit 99.3
Contract No. 02026409
Amendment No. 02026409.A.010
Confidential Materials Omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
DIRECTORY
FURTHER AMENDED AND RESTATED
INFORMATION TECHNOLOGY SERVICES AGREEMENT
BY AND BETWEEN
AT&T SERVICES, INC.
AND
AMDOCS, INC.
ORIGINAL EFFECTIVE DATE: JANUARY 9, 2003
FARA EFFECTIVE DATE: SEPTEMBER 1, 2007
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
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Amendment No. 02026409.A.010
TABLE OF CONTENTS
1. BACKGROUND AND OBJECTIVES ............................................ 7
1.1 Information Technology Services .............................. 7
1.2 Goals and Objectives ......................................... 7
1.3 Interpretation ............................................... 8
1.4 Amendment and Restatement of the Agreement; Consolidation of
the BellSouth Agreement ...................................... 8
2. DEFINITIONS AND DOCUMENTS ............................................ 9
2.1 Definitions .................................................. 9
2.2 Terms ........................................................ 9
2.3 Associated Contract Documents ................................ 10
3. TERM ................................................................. 13
3.1 Initial Term ................................................. 13
3.2 Extension .................................................... 13
4. SERVICES ............................................................. 13
4.1 Overview ..................................................... 13
4.2 Modernization Services ....................................... 14
4.3 Transition Services .......................................... 16
4.4 Termination Assistance Services .............................. 18
4.5 Use of Third Parties ......................................... 23
4.6 Testing and Acceptance Test Procedures ....................... 25
4.7 On-Site Support .............................................. 26
5. [**] ................................................................. 26
5.1 Responsibilities ............................................. 26
5.2 Financial Responsibility ..................................... 26
5.3 Contingent Arrangements ...................................... 26
6. FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED
WITH THE PROVISION OF SERVICES ....................................... 26
6.1 Service Facilities ........................................... 26
6.2 AT&T Use of Amdocs Facilities; Amdocs Offshore Access ........ 33
6.3 AT&T Rules/Employee Safety ................................... 34
6.4 Software ..................................................... 36
6.5 Equipment .................................................... 38
6.6 Third Party Contracts ........................................ 41
6.7 Assignment of Licenses, Leases and Related Agreements ........ 42
6.8 License to AT&T Owned Software and Third Party Software ...... 44
6.9 License to Amdocs Owned Materials and Third Party Software ... 45
6.10 Notice of Defaults ........................................... 47
6.11 [**] ......................................................... 47
7. SERVICE LEVELS ....................................................... 47
7.1 General ...................................................... 47
7.2 Reserved ..................................................... 48
7.3 Compliance With Service Levels ............................... 48
7.4 Problem Analysis ............................................. 48
7.5 Measurement and Monitoring ................................... 48
7.6 [**] ......................................................... 48
7.7 [**] ......................................................... 49
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
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Amendment No. 02026409.A.010
8. PERSONNEL ............................................................ 49
8.1 Original Transitioned Personnel .............................. 49
8.2 Original Employee Benefit Plans .............................. 50
8.3 Other Employee Matters ....................................... 51
8.4 Key Amdocs Personnel and Critical Support Personnel .......... 52
8.5 [**] ......................................................... 52
8.6 [**] ......................................................... 52
8.7 Amdocs Personnel Are Not AT&T Employees ...................... 53
8.8 Replacement, Qualifications, and Retention of Amdocs
Personnel .................................................... 53
8.9 Training/Career Opportunities ................................ 55
8.10 Conduct of Amdocs Personnel .................................. 55
8.11 Substance Abuse .............................................. 56
8.12 Union Agreements and WARN Act ................................ 56
9. AMDOCS RESPONSIBILITIES .............................................. 57
9.1 Policy and Procedures Manual ................................. 57
9.2 Reports ...................................................... 58
9.3 Quality Assurance ............................................ 59
9.4 [**] Strategic Decisions and Authority ....................... 61
9.5 Change Control and New Services .............................. 61
9.6 Software Currency ............................................ 66
9.7 Year 2000 Compliance ......................................... 67
9.8 Access to Specialized Amdocs Skills and Resources ............ 68
9.9 Audit Rights ................................................. 68
9.10 Agency and Disbursements ..................................... 72
9.11 Subcontractors ............................................... 73
9.12 Supplier Diversity ........................................... 74
9.13 Government Contract Flow-Down Clauses ........................ 75
9.14 Managed Third Parties ........................................ 76
10. AT&T RESPONSIBILITIES ................................................ 77
10.1 Responsibilities ............................................. 77
10.2 Savings Clause ............................................... 77
11. CHARGES .............................................................. 77
11.1 General ...................................................... 78
11.2 Reimbursable Expenses and Pass-Through Expenses .............. 78
11.3 [**] ......................................................... 79
11.4 Taxes ........................................................ 79
11.5 [**] ......................................................... 82
11.6 [**] ......................................................... 83
11.7 Proration .................................................... 83
11.8 Refundable Items ............................................. 83
11.9 [**] ......................................................... 83
11.10 [**] ......................................................... 85
12. INVOICING AND PAYMENT ................................................ 85
12.1 Invoicing .................................................... 85
12.2 Payment Due .................................................. 85
12.3 [**] ......................................................... 86
12.4 [**] ......................................................... 86
13. AT&T DATA AND OTHER PROPRIETARY INFORMATION .......................... 86
13.1 AT&T Ownership of AT&T Data .................................. 86
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
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Contract No. 02026409
Amendment No. 02026409.A.010
13.2 Safeguarding AT&T Data ....................................... 87
13.3 Confidentiality .............................................. 88
13.4 File Access .................................................. 93
14. OWNERSHIP OF MATERIALS ............................................... 93
14.1 AT&T Owned Materials ......................................... 93
14.2 Developed Materials .......................................... 93
14.3 Amdocs Owned Materials ....................................... 94
14.4 Other Materials .............................................. 95
14.5 General Rights and Restrictions .............................. 95
14.6 AT&T Rights Upon Expiration or Termination of Agreement ...... 96
15. REPRESENTATIONS AND WARRANTIES ....................................... 98
15.1 Work Standards ............................................... 98
15.2 Maintenance .................................................. 98
15.3 Efficiency and Cost Effectiveness ............................ 99
15.4 Software and Modernization Services .......................... 99
15.5 Non-Infringement ............................................. 100
15.6 Authorization ................................................ 101
15.7 Inducements .................................................. 102
15.8 Malicious Code ............................................... 102
15.9 Disabling Code ............................................... 102
15.10 Compliance with Laws ......................................... 102
15.11 [**] ......................................................... 110
15.12 Disclaimer ................................................... 110
15.13 Payment Card Industry Data Security Standards and Credit Card
Information .................................................. 110
16. INSURANCE AND RISK OF LOSS ........................................... 111
16.1 Insurance .................................................... 111
16.2 Risk of Loss ................................................. 115
16.3 Third Party Administrator .................................... 115
17. INDEMNITIES .......................................................... 116
17.1 Indemnity by Amdocs .......................................... 116
17.2 Indemnity by AT&T ............................................ 117
17.3 Additional Indemnities ....................................... 118
17.4 Environmental Matters ........................................ 118
17.5 Indemnification Procedures ................................... 120
17.6 Subrogation .................................................. 121
18. LIABILITY ............................................................ 121
18.1 Force Majeure ................................................ 121
18.2 Limitation of Liability ...................................... 122
19. DISPUTE RESOLUTION ................................................... 124
19.1 Informal Dispute Resolution .................................. 124
19.2 Arbitration .................................................. 125
19.3 Continued Performance ........................................ 126
19.4 Governing Law ................................................ 127
19.5 Venue and Jurisdiction ....................................... 127
20. TERMINATION .......................................................... 127
20.1 Termination for Cause ........................................ 127
20.2 Critical Services ............................................ 130
20.3 Termination for Convenience .................................. 130
20.4 Termination[**] .............................................. 131
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
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Amendment No. 02026409.A.010
20.5 Termination [**] ............................................. 131
20.6 Reserved ..................................................... 131
20.7 Insolvency ................................................... 131
20.8 Reserved ..................................................... 133
20.9 Equitable Remedies ........................................... 133
20.10 Schedule X Survival .......................................... 133
21. GENERAL .............................................................. 133
21.1 Binding Nature and Assignment ................................ 133
21.2 Entire Agreement; Amendment .................................. 134
21.3 Notices ...................................................... 134
21.4 Counterparts ................................................. 136
21.5 Headings ..................................................... 137
21.6 Relationship of Parties ...................................... 137
21.7 Severability ................................................. 137
21.8 Consents and Approval ........................................ 137
21.9 Waiver of Default; Cumulative Remedies ....................... 137
21.10 Survival ..................................................... 138
21.11 Publicity .................................................... 138
21.12 Third Party Beneficiaries .................................... 138
21.13 No Announcement .............................................. 138
21.14 Order of Precedence .......................................... 139
21.15 [**] ......................................................... 139
21.16 Further Assurances ........................................... 139
21.17 Liens ........................................................ 139
21.18 Covenant of Good Faith ....................................... 139
21.19 Reserved ..................................................... 140
21.20 Acknowledgment ............................................... 140
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
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Contract No. 02026409
Amendment No. 02026409.A.010
FURTHER AMENDED AND RESTATED
INFORMATION TECHNOLOGY SERVICES AGREEMENT
This Further Amended and Restated Information Technology Services Agreement
(the "FARA" or "AMENDMENT NO. 10") amends and restates as of September 1, 2007
(the "FARA EFFECTIVE DATE") in its entirety that certain Information Technology
Services Agreement, as amended prior to the FARA Effective Date, originally
effective January 9, 2003 (the "EFFECTIVE DATE") by and between AT&T Services,
Inc. (or its predecessors), a Delaware corporation having a principal place of
business in San Antonio, Texas ("AT&T" or "CLIENT"), and Amdocs, Inc., a
Delaware corporation having a principal place of business in St. Louis, Missouri
("AMDOCS", "VENDOR" or "SUPPLIER").
WHEREAS, AT&T Technology Group, Inc., (formerly known as BellSouth
Technology Group, Inc., formerly known as BellSouth Technology Services, Inc.),
on behalf of BellSouth Advertising & Publishing Corporation (hereinafter
referred to as "BAPCO"), and Amdocs entered into that certain Information
Technology Services Agreement effective as of February 16, 2001, which was
subsequently assigned to BAPCO by Amendment No. 5 dated August 1, 2006 (as
amended, the "BELLSOUTH AGREEMENT");
WHEREAS, AT&T (formerly known as SBC Services, Inc.) and Amdocs entered
into that certain Information Technology Services Agreement effective as of
January 9, 2003, as amended (including Amendments Numbered 1- 9), (the "SBC
AGREEMENT");
WHEREAS, Amdocs has entered into a variety of other agreements with BAPCO,
AT&T, and their Affiliates, including the Purchase Agreement, the repurchase of
certain assets by AT&T from Amdocs on or about April 29, 2005, and certain lease
buyout agreements;
WHEREAS, AT&T's parent corporation, AT&T, Inc., acquired AT&T Technology
Group, Inc. prior to the FARA Effective Date;
WHEREAS, Amdocs is required to provide and has been providing services to
BAPCO and to AT&T, under the BellSouth Agreement and the SBC Agreement,
respectively, prior to the FARA Effective Date;
WHEREAS, AT&T and Amdocs desire to consolidate such services required or
provided under the BellSouth Agreement ("LEGACY B" or "LEGACY B SERVICES") and
SBC Agreement ("LEGACY A" or "LEGACY A SERVICES") (Legacy A and Legacy B
collectively, "LEGACY SERVICES") as well as certain additional services
described in this FARA, into a single
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Contract No. 02026409
Amendment No. 02026409.A.010
consolidated agreement and terminate the BellSouth Agreement, all as of the FARA
Effective Date;
WHEREAS, AT&T and Amdocs have engaged in extensive negotiations,
discussions and due diligence that have culminated in the formation of the
contractual relationship described in this FARA; and
WHEREAS, AT&T desires to procure from Amdocs, and Amdocs desires to provide
to AT&T, the systems modernization and integration, engineering support and
information technology products and services described in this FARA (including
the Legacy Services, as modified by this FARA), on the terms and conditions
specified herein.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and of other good and valid consideration, the receipt and
sufficiency of which is hereby acknowledged, AT&T and Amdocs (collectively, the
"PARTIES" and each, a "PARTY") hereby agree as follows:
1. BACKGROUND AND OBJECTIVES.
1.1 INFORMATION TECHNOLOGY SERVICES.
AT&T hereby engages Amdocs to perform the Services (as hereinafter
defined), pursuant to this Agreement, and Amdocs hereby accepts such
engagement and agrees to perform its obligations in accordance with this
Agreement. Without limiting the generality of the foregoing, pursuant to
this Agreement, AT&T is outsourcing to Amdocs its information technology
support for and on behalf of the Eligible Recipients (as defined herein)
(including AT&T Real Yellow Pages) and modernizing certain systems across
the Eligible Recipients' organizations and companies.
1.2 GOALS AND OBJECTIVES.
The Parties acknowledge and agree that the Services, including the delivery
of the Amdocs Software Package (as defined herein), are intended to help
AT&T achieve the following goals and objectives:
(1) Reduce [**];
(2) Increase revenue [**];
(3) Increase customer satisfaction and customer loyalty;
(4) [**] AT&T's business processes;
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Contract No. 02026409
Amendment No. 02026409.A.010
(5) [**] AT&T
(6) [**] AT&T
(7) Allow AT&T to [**] and allow AT&T [**];
(8) Provide AT&T with [**];
(9) [**] AT&T information [**]; and
(10) [**] AT&T's information technology operations [**] of the Amdocs
System, [**]the Amdocs System, the provision by Amdocs [**] the Amdocs
System, and the operation by Amdocs of the Amdocs System for AT&T.
1.3 INTERPRETATION.
SECTIONS 1.1 and 1.2 above are intended to be a general introduction and
are not intended to expand the scope of the Parties' obligations or alter
the plain meaning of this Agreement's terms and conditions, as set forth
hereinafter. However, to the extent the terms and conditions of this
Agreement are unclear or ambiguous, such terms and conditions are to be
construed so as to be consistent with the background and objectives set
forth in SECTIONS 1.1 and 1.2.
1.4 AMENDMENT AND RESTATEMENT OF THE AGREEMENT; CONSOLIDATION OF THE BELLSOUTH
AGREEMENT.
The "AGREEMENT" means the SBC Agreement, as amended or restated from
time-to-time, including pursuant to this FARA that hereby prospectively
amends, restates and supersedes the SBC Agreement in its entirety as of the
FARA Effective Date.
All terms, conditions, Schedules, Exhibits and other documents incorporated
into the SBC Agreement and in effect immediately prior to the FARA
Effective Date shall remain in full force and effect, except to the extent
amended, restated or superseded by this FARA. Any reference in such
documents to the SBC Agreement shall be deemed a reference to this
Agreement.
As of the FARA Effective Date and notwithstanding anything to the contrary,
the BellSouth Agreement is hereby terminated [**] by AT&T or BAPCO (or any
of their Affiliates, successors, or predecessors). In addition, each
Party's rights, remedies, and obligations under the BellSouth Agreement are
hereby superseded by this Agreement in all respects after the FARA
Effective Date, subject to the following: (a) any claims existing or
arising with respect to acts or omissions under the BellSouth Agreement
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Contract No. 02026409
Amendment No. 02026409.A.010
before the FARA Effective Date shall be subject to the BellSouth Agreement,
(b) those provisions of the BellSouth Agreement that were intended to
survive termination (e.g., fully paid-up perpetual licenses) will so
survive, and (c) except as expressly provided otherwise in SCHEDULE J to
this Agreement, there shall be no charges, fees, or other amounts under the
BellSouth Agreement after the FARA Effective Date, and (d) all amounts
accruing prior to the FARA Effective Date shall be payable in accordance
with the terms of the BellSouth Agreement. In addition and without
limitation, (i) the products listed on Exhibit 25 to the BellSouth
Agreement or Appendix F to the License and Services Agreement between BAPCO
and Amdocs dated June 2, 1997, shall be deemed licensed to the applicable
licensees thereunder consistent with the scope of the licenses granted
under SECTIONS 6.9 and 14 of this Agreement, (ii) any territorial
restrictions that restrict the use of such products within the United
States or with regard to the business of AT&T within the United States
shall be of no further force or effect as of the FARA Effective Date,
provided that nothing herein shall be construed to permit the use of the
products outside the United States other than in connection with the
conduct of AT&T's or the Eligible Recipients' business in the United States
and for customers and Affiliates based in the United States, and (iii) the
licenses granted under the BellSouth Agreement and the License and Services
Agreement are hereby deemed fully paid-up (with respect to all licensees
under those agreements, including those that are not receiving Services
under this Agreement) and no SLFs or ALFs (as defined in such agreements)
or other charges or fees shall apply after the FARA Effective Date under
either such agreement.
2. DEFINITIONS AND DOCUMENTS.
2.1 DEFINITIONS.
SCHEDULE Y sets forth certain defined terms.
2.2 TERMS.
The terms defined in this Agreement include the plural as well as the
singular and the derivatives of such terms. Unless otherwise expressly
stated, the words "herein," "hereof," and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, Subsection or other subdivision. Article, Section,
Subsection and Attachment references refer to articles, sections and
subsections of, and attachments to, this Agreement. The words "include" and
"including" shall not be construed as terms of limitation. The words "day,"
"month," and "year" mean, respectively, calendar day, calendar month and
calendar year. The words "will" and "shall" are synonymous. As stated in
SECTION 21.3, the word "notice" and "notification" and their derivatives
means notice or notification in writing (references to a written notice
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Contract No. 02026409
Amendment No. 02026409.A.010
are for emphasis). Other terms used in this Agreement are defined in the
context in which they are used and have the meanings there indicated.
2.3 ASSOCIATED CONTRACT DOCUMENTS.
This Agreement includes each of the following schedules and their attached
exhibits, parts, and attachments, all of which are attached to this
Agreement and incorporated into this Agreement by this reference. Reference
to a Schedule includes its attached or associated schedules, exhibits,
parts, and attachments (e.g., SCHEDULE B includes SCHEDULES B.A and B.B;
SCHEDULE E includes all parts and attachments thereto); any specific
reference that follows a reference to a higher level Schedule is for
emphasis and convenience only and should not be interpreted otherwise
(e.g., a reference to SCHEDULE B and B.B does not imply that other
references to only SCHEDULE B do not include SCHEDULE B.B).
SCHEDULES:
A Modernization
Attachment A Timeline and Milestones
Attachment B Modernization Responsibility Matrix
Attachment C Applications Mapping
Attachment C.b Applications Mapping
Attachment D Modernization Project Plan
Attachment D.b BAPCO Entities Modernization Project Plan
B Software
B.b Software
C Key Amdocs Personnel and Critical Support Personnel
D Amdocs Subcontractors
E Statements of Work
Part 1 Application Development and Maintenance Services
Part 2 Cross-Functional - Equipment and Software Services
Part 3 Cross Functional - General Services
Part 4 End User Computing Services
Part 5 Governance
Part 6 Policy and Procedures Manual Content
Part 7 Committee Membership
Part 8 Mainframe and Server Services
Attachment 1 Network Demarcation Diagram
Attachment 2 Security Management Responsibility Demarcation
Attachment 2a Security Process Flow
Attachment 3 ATT Owned Data Center and Remote Facility
Demarcation
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Amendment No. 02026409.A.010
Attachment 4 CMM Tier 2
Attachment 5 [**]
E.1 Asset Allocation Matrix
E.2 Reserved
E.3 AT&T Rules
E.4 Reserved
E.5 Managed Third Parties
F.1 Reserved
F.2 Equipment Leases
F.2.a AT&T Provided Leased Assets Now Owned by Amdocs
F.3 Third Party Services Contracts
F.3.b BAPCO Entities Third Party Services Contracts
F.4 Third Party Software
F.4.b BAPCO Entities Third Party Software
G Service Levels
Attachment A [**] Service Levels
Attachment A.b [**] Service Levels
Attachment B Service Level Definitions
Attachment B.b Service Level Definitions
Attachment C [**] Deliverables
Attachment D Measurement [**] and [**]
Attachment E Reserved (References to this Attachment to be
deemed references to
Schedule Y)
Attachment F Help Desk Problem Classification and Response Time
Attachment G
Part 1 [**] Requests
Part 2 [**] Requests
Attachment H System Type [**]
Attachment I Reserved
Attachment J Reserved
Attachment K Project [**]
Attachment L Reserved
Attachment M [**] Quality Measures
Attachment N [**] Online Schedule
Attachment O Reserved
Attachment P Reserved
Attachment Q Reserved
Attachment R [**] Process
Attachment S [**] Standards
Attachment T Prod. Schedule - [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Contract No. 02026409
Amendment No. 02026409.A.010
Attachment U Reserved
Attachment V [**] Committee
H Transition Plan
H.b Transition Plan (BAPCO Entities)
I Excluded Services
J Charges
K Reserved
L.b BAPCO Entities Projects
M Affected Employees
M.1 Employee Benefit Plans
[**]
N Direct Amdocs Competitors
O.1 AT&T Facilities
O.2 Amdocs Facilities
O.3 AT&T Provided Equipment
O.4 Reserved
P Direct AT&T Competitors
Q [**]
R Reports
S AT&T Standards
T Supplier Diversity Plan
U Reserved
X License Agreement
Y Definitions
EXHIBITS:
Exhibit 1 Form of Invoice
Exhibit 1.b Form of Invoice (BAPCO Entities)
Exhibit 2 Reserved
Exhibit 3 Reserved
Exhibit 4 Form of Order
Exhibit 5 Form of Nondisclosure Agreement
Exhibit 6 Subcontractor Nondisclosure Agreements [for certain AT&T
Third Party
Contractors]
Exhibit 7 Confidentiality and Invention Agreement
Exhibit 8 Reserved
Exhibit 9A Background Check (US)
Exhibit 9B Background Check (non-US)
Exhibit 10 Reserved
Exhibit 11 AT&T Vendor Expense Policy
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Amendment No. 02026409.A.010
The following schedules are maintained in the Policy and Procedures Manual
and references to such schedules shall be deemed references to the Policy
and Procedures Manual:
Schedule E, Part 7
Schedule E, Attachment 2
Schedule G, Attachments D, G, K, M, N, R, T, and V
Schedule O.1
3. TERM.
3.1 INITIAL TERM.
The initial term of this Agreement commences as of 12:00:01 a.m., Eastern
Time on the Effective Date and continues until 11:59:59 p.m., Eastern Time,
on August 31, 2014 (the "INITIAL TERM"), unless this Agreement is
terminated as provided herein or extended as provided in SECTION 3.2 or
SECTION 4.4(A)(iii), in which case this Agreement shall terminate effective
at 11:59:59 p.m., Eastern Time, on the effective date of such termination
or on the date to which this Agreement is extended.
3.2 EXTENSION.
If AT&T desires to renew this Agreement after the Initial Term, AT&T shall
provide written notice to Amdocs of its desire to do so at least [**] prior
to the expiration of this Agreement (the Initial Term, together with any
renewal term, the "TERM" or "TERM OF THIS AGREEMENT"). The Parties shall
thereafter negotiate in good faith with respect to the terms and conditions
upon which the Parties will renew this Agreement and thereafter execute
such renewal. In the event the Parties [**] of this Agreement, AT&T may, at
its sole option, extend the term of this Agreement [**] in this Agreement.
[**] of the Initial Term.
4. SERVICES.
4.1 OVERVIEW.
(a) SERVICES. Commencing on the applicable Commencement Date, Amdocs shall
provide the Services to AT&T and the Eligible Recipients. Additional
Eligible Recipients may be added to the scope of Services pursuant to
SECTION 9.5 of the Agreement. The Services shall consist of the
following, as they may evolve
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Contract No. 02026409
Amendment No. 02026409.A.010
during the term of this Agreement or be supplemented, enhanced,
modified or replaced in accordance with this Agreement:
(i) The services, functions and responsibilities described in this
Agreement including its Schedules;
(ii) The services, functions and responsibilities performed by or
required to be performed by Amdocs under the SBC Agreement or
BellSouth Agreement prior to the FARA Effective Date (provided
that in the event of a direct conflict between those agreements
and this FARA, this FARA will govern); and
(iii) [**] that were performed during the twelve (12) months preceding
the Commencement Date [**] in this Agreement (provided that, in
the [**]).
For the avoidance of doubt, the Parties acknowledge and agree that
Eligible Recipients that were receiving services under the BellSouth
Agreement shall continue to receive Legacy Services commencing as of
the FARA Effective Date and all other Services shall commence on the
applicable Commencement Date relating thereto, as determined pursuant
to SECTIONS 4.2 and 4.3.
(b) INCLUDED SERVICES. [**] in this Agreement [**] in accordance with this
Agreement, they shall be deemed [**] in this Agreement. [**]
(c) REQUIRED RESOURCES. Except as otherwise expressly provided in this
Agreement, Amdocs shall be responsible for providing the facilities,
personnel, Equipment, Software, technical knowledge, expertise and
other resources necessary to provide the Services.
(d) AMDOCS RESPONSIBILITY. [**] in this Agreement, Amdocs shall [**] in
accordance with this Agreement [**].
(e) EXCLUDED SERVICES. The Services shall not include the services,
functions and/or responsibilities assumed by AT&T or excluded under
SCHEDULE I (collectively "EXCLUDED SERVICES"), as such may evolve
during the term of this Agreement or be supplemented, enhanced,
modified or replaced.
4.2 MODERNIZATION SERVICES.
(a) MODERNIZATION SERVICES. During the Modernization Period, Amdocs shall
perform the Modernization Services described in the Modernization Plan
in accordance with the Modernization Milestones. Amdocs shall perform
the
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Modernization Services in accordance with relevant provisions of the
Schedules to this Agreement governing the performance of the
Outsourcing Services (e.g., the application development and
maintenance provisions of Part 1 of SCHEDULE E). If [**] in the
Modernization Plan [**] of the Modernization Services to be performed,
[**] the scope of Modernization Services shall be [**]. During the
Modernization Period, [**] in the Modernization Plan. [**] in the
Modernization Plan [**] in the Modernization Plan. Unless otherwise
agreed, [**] parties in connection with the Modernization, [**] in the
Modernization Plan as [**]. [**] as further set forth in the
Modernization Plan, including [**]; and (iii) be included [**]. At a
minimum, the [**] the Modernization Services shall [**] in the
Modernization Plan.
(b) MODERNIZATION PLAN. The Modernization Plan shall identify, among other
things, (i) the Modernization Services activities to be performed by
Amdocs and the significant components and subcomponents of each such
activity; (ii) the Deliverables to be completed by Amdocs; (iii) the
date(s) by which each such activity or Deliverable is to be completed
(the "MODERNIZATION MILESTONES"); (iv) the contingency or risk
mitigation strategies to be employed by Amdocs in the event of
disruption or delay; (v) any Modernization Services responsibilities
to be performed or Modernization Services resources to be provided by
AT&T (vi) the Testing plan; and (vii) a more detailed work plan to be
provided in accordance with the requirements in SCHEDULE A.
(c) PERFORMANCE. Amdocs shall perform the Modernization Services in a
manner that will not (i) materially disrupt or adversely impact the
business or operations of AT&T or the Eligible Recipients, (ii)
disrupt the sales and/or printing processes and cycles inherent in
AT&T's and the Eligible Recipients' business, (iii) materially degrade
any of the Services then being received by AT&T and the Eligible
Recipients, (iv) materially disrupt or interfere with AT&T's and the
Eligible Recipients' ability to obtain the full benefit of the
Services, except as may be otherwise specifically provided in the
Modernization Plan or as otherwise agreed by the Parties, or (v)
degrade the Service Levels. [**], Amdocs shall [**] in Amdocs' plans,
[**] under this Agreement). Amdocs shall identify and resolve, with
AT&T's reasonable assistance, any problems that may impede or delay
the timely completion of each task in the Modernization Plan that is
Amdocs' responsibility and shall use all commercially reasonable
efforts to assist AT&T with the resolution of any problems that may
impede or delay the timely completion of each task in the
Modernization Plan that is AT&T's responsibility. Amdocs shall
promptly bring to the attention of the AT&T Contract Office any actual
or potential delays in the Modernization Plan or Modernization
Services or any actual or potential defects in the Modernization
Services, Deliverables or
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distribution within those companies or for distribution outside those companies
except by written agreement.
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Developed Materials, regardless of whether such delays or defects are
caused by Amdocs, AT&T and/or any third party. AT&T shall promptly
notify Amdocs in the event it determines that AT&T will be delayed in,
or incapable of, performing any of its obligations under the
Modernization Plan.
(d) REPORTS. Amdocs shall regularly report to AT&T on its progress in
performing its responsibilities and meeting the timetable set forth in
the Modernization Plan. Amdocs also shall provide written reports to
AT&T at least monthly regarding such matters, and shall provide oral
reports more frequently if reasonably requested by AT&T. [**] any
information [**] set forth in the Modernization Plan, [**] therewith.
(e) [**]
[**] the Modernization Plan [**] (as identified in the Modernization
Plan) by the [**], commencing on the [**] Date, the amount set forth
in ATTACHMENT A to SCHEDULE A [**]. The Parties agree that such [**]
are [**] as of the date of this Agreement of the [**] in the event the
respective [**] is not met and shall be [**] for [**] in meeting the
[**]. In no event will Amdocs [**].
(f) RESERVED.
(g) APPLICATION SOFTWARE OUTSIDE THE SCOPE OF SERVICES. If AT&T requests
Amdocs to enhance the Amdocs Software Package to include functionality
of Application Software either identified as 'Out-of-Scope' in
SCHEDULES B or B.B or not listed in SCHEDULES B or B.B, such
Enhancements will be Charged against the Annual Development Budget as
requested by AT&T. Any other effects of such Enhancements on the other
Services provided by Amdocs will be subject to the provisions of
SECTION 9.5.
4.3 TRANSITION SERVICES.
(a) TRANSITION. During each Transition Period, Amdocs shall perform the
applicable Transition Services and provide the deliverables described
in the applicable Transition Plan, including such Services and
deliverables relating to the BAPCO Consolidation to the extent
applicable. [**] of the Transition Services [**] of the Transition
Services in accordance with this Agreement, [**] in the Transition
Plan. During each Transition Period, AT&T will perform those tasks
which are designated to be AT&T's responsibility in the applicable
Transition Plan. [**] of the tasks which are designated to be AT&T's
responsibility in the Transition Plan [**] in accordance with this
Agreement, [**] in the Transition Plan. Unless otherwise agreed, AT&T
shall not incur any Charges, fees or expenses payable to Amdocs or
third parties in connection with the Transition Services, other than
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except by written agreement.
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those Charges specified in SCHEDULE J and those incurred by AT&T in
connection with its performance of tasks designated in the Transition
Plan as AT&T's responsibility.
(b) TRANSITION PLAN. Each Transition Plan shall identify, among other
things, (i) the transition activities to be performed by Amdocs and
the significant components and subcomponents of each such activity,
(ii) the Deliverables to be completed by Amdocs, (iii) the date(s) by
which each such activity or Deliverable is to be completed (the
"TRANSITION MILESTONES"), (iv) the contingency or risk mitigation
strategies to be employed by Amdocs in the event of disruption or
delay, and (v) any transition responsibilities to be performed or
transition resources to be provided by AT&T.
(i) With respect to the initial transition of Legacy A Services,
[**]after the Effective Date, Amdocs shall prepare and deliver to
AT&T for AT&T's review, comment and approval a detailed work plan
based on and consistent with the Transition Plan set forth in
SCHEDULE H.
(ii) With respect to the BAPCO Consolidation and as reasonably
requested by AT&T following the FARA Effective Date, Amdocs shall
develop detailed work plan(s), subject to AT&T review and
approval, regarding the Transition Services and Modernization
Services based on SCHEDULES A and H.B and the input of AT&T and
any applicable third party contractors that are being displaced
as a result of such Services.
(iii) Such detailed work plan(s) shall become a part of the applicable
Transition Plan(s) and be incorporated therein.
(c) PERFORMANCE. Amdocs shall perform the Transition Services described in
each Transition Plan in accordance with the Transition Milestones set
forth therein. Amdocs shall provide all cooperation and assistance
reasonably required or requested by AT&T in connection with AT&T's
evaluation or testing of the deliverables set forth in the Transition
Plan(s). Amdocs shall perform the Transition Services so as to avoid
or minimize to the extent possible (i) any material disruption to or
adverse impact on the business or operations of AT&T or the Eligible
Recipients, (ii) any degradation of the Services then being received
by AT&T or the Eligible Recipients, or (iii) any material disruption
or interference with the ability of AT&T or the Eligible Recipients to
obtain the full benefit of the Services, except as may be otherwise
provided in a Transition Plan. [**], Amdocs shall [**] in Amdocs'
plans [**] under this Agreement). Amdocs shall identify and resolve,
with AT&T's reasonable assistance, any problems that
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distribution within those companies or for distribution outside those companies
except by written agreement.
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may impede or delay the timely completion of each task in a Transition
Plan that is Amdocs' responsibility and, at AT&T's reasonable request,
shall use all commercially reasonable efforts to assist AT&T with the
resolution of any problems that may impede or delay the timely
completion of each task in a Transition Plan that is AT&T's
responsibility.
(d) REPORTS. Amdocs shall meet [**] report on its progress in performing
its responsibilities and meeting the timetable set forth in a
Transition Plan. Amdocs also shall provide written reports to AT&T
[**] regarding such matters, and shall provide [**]. Promptly upon
receiving any information indicating that Amdocs may not perform its
responsibilities or meet the timetable set forth in a Transition Plan,
Amdocs shall notify AT&T in writing of material delays and shall
identify for AT&T's consideration and approval specific measures to
address such delay and mitigate the risks associated therewith.
4.4 TERMINATION ASSISTANCE SERVICES.
(a) AVAILABILITY. As part of the Services, [**], Amdocs shall provide to
AT&T or AT&T's designee the Termination Assistance Services described
in SECTION 4.4(B).
(i) PERIOD OF PROVISION. Amdocs shall provide such Termination
Assistance Services to AT&T or its designee (i) commencing upon
notice up to [**] prior to the expiration of this Agreement or on
such earlier date as AT&T may reasonably request and continuing
for up to [**] following the effective date of the expiration of
this Agreement, (ii) commencing upon any notice of termination
(including notice based upon breach or default by AT&T, breach or
default by Amdocs or termination for convenience by AT&T) of this
Agreement, and continuing for up [**] following the effective
date of such termination of all or part of the Services, or (iii)
commencing upon notice of termination of all or part of the
Services [**] and continuing for up to [**] following the
effective date of such termination.
(ii) SERVICES FOR FORMER RECIPIENTS.
In the event that an Entity receiving Services as an Eligible
Recipient no longer meets the definition of AT&T or an "Eligible
Recipient" (e.g., due to a divestiture or otherwise):
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distribution within those companies or for distribution outside those companies
except by written agreement.
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(1) CONTINUED SERVICES. AT&T may elect to designate such
Entity as an Eligible Recipient under this Agreement and
AT&T shall remain responsible for such Eligible Recipient
under this Agreement;
(2) TERMINATION ASSISTANCE SERVICES. AT&T may elect to have
Amdocs provide such Entity Termination Assistance Services
under this Agreement; and
(3) TRANSITION LICENSE. If AT&T does not elect to designate
such Entity as an Eligible Recipient, AT&T may Utilize the
Amdocs Owned Materials to provide transitional, migration
and/or conversion services to such Entity, to facilitate its
continuous operation while separating from AT&T's or an
Eligible Recipients' systems, at no additional charge, such
use not to extend for more than [**] from the date of such
divestment.
(iii) EXTENSION OF SERVICES. [**] the period following the effective
date of any [**] Termination Assistance Services, provided that
[**] the effective date of [**] and the [**] Termination
Assistance Services [**].
(iv) FIRM COMMITMENT. Amdocs shall provide Termination Assistance
Services to AT&T or its designee regardless of the reason for the
expiration or termination of this Agreement; provided, if this
Agreement is terminated by Amdocs in accordance with SECTION
20.1(B) for failure to pay amounts due under this Agreement,
Amdocs may require AT&T to pay monthly in advance for Termination
Assistance Services provided or performed under this SECTION 4.4
and shall be relieved of such obligation to provide such
Termination Assistance Services unless and until such payment is
made. [**], Amdocs shall provide Termination Assistance Services
[**]; provided that, [**], all such Termination Assistance
Services shall be performed subject to and in accordance with the
terms and conditions of this Agreement.
(v) PERFORMANCE. To the extent AT&T requests Termination Assistance
Services, such Services shall be provided subject to and in
accordance with the terms and conditions of this Agreement,
including the Service Levels and Service Level Credits set forth
in SCHEDULE G except as otherwise stated below. Amdocs shall
perform the Termination Assistance Services with at least the
same degree of accuracy, quality, completeness, timeliness,
responsiveness and resource efficiency as it
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except by written agreement.
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provided and was required to provide the same or similar Services
during the term of this Agreement. [**] of this Agreement as to
[**] and shall [**] until such time [**] pursuant to this SECTION
4.4, and further provided that [**] the Termination Assistance
Services, [**]. Additionally, during such period, if AT&T
requests (i) less than all of the Services being performed by
Amdocs prior to the expiration or termination date and such
failure to request any interdependent Service causes Amdocs to be
unable to meet the Service Levels, or (ii) additional Services in
excess of those being performed by Amdocs prior to the expiration
or termination date without the addition of additional Amdocs
Personnel and the provision of such additional Services or any
interdependent Service causes Amdocs to be unable to meet the
Service Levels, Amdocs shall be relieved of responsibility for
any otherwise resulting Service Level Credits, but only if Amdocs
(i) promptly notifies AT&T of its inability to perform under such
circumstances and AT&T nonetheless proceeds with such exercise or
request, (ii) cooperates with AT&T to address the resulting
problem and thereby avoid any non-performance, (iii) identifies
and pursues commercially reasonable means to avoid or mitigate
the impact of AT&T's failure to request such Service or the
request of additional Service and (iv) uses commercially
reasonable efforts to perform notwithstanding the failure to
request such Service or the request of additional Service.
(b) SCOPE OF SERVICES. As part of the Termination Assistance Services,
Amdocs will timely transfer the control and responsibility for all
information technology functions and Services previously performed by
or for Amdocs to AT&T and/or AT&T's designees by the execution of any
documents reasonably necessary to effect such transfers. Additionally,
Amdocs shall provide any and all reasonable assistance requested by
AT&T:
(i) to assist AT&T in operating the Systems efficiently;
(ii) to minimize the interruption or adverse effect of the termination
or expiration of this Agreement; and
(iii) to transfer the Services to AT&T and/or its designee(s) in an
orderly fashion.
In addition, in connection with such termination or expiration, Amdocs
will provide the following assistance and Services at AT&T's
direction:
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(1) GENERAL SUPPORT. Amdocs shall, at AT&T's request (i) assist
AT&T in developing a written transition plan for the
transition of the Services to AT&T or AT&T's designee, which
plan shall include capacity planning, facilities planning,
human resources planning, telecommunications planning and
other planning necessary to effect the transition, (ii)
perform programming and consulting services as requested to
assist in implementing the transition plan, (iii) train
personnel designated by AT&T in the use of any Equipment,
Software, Systems, Materials or tools used in connection
with the provision of the Services, (iv) catalog all
Software, AT&T Data, Equipment, Materials and tools used to
provide the Services, (v) provide machine readable and
printed listings and associated documentation for source
code for Software owned by AT&T and source code to which
AT&T is entitled under this Agreement (to the extent such
source code has been made available to Amdocs and is
required or necessary for the performance of the Services)
and assist in its re-configuration, (vi) analyze and report
on the space required for the AT&T Data and the Software
needed to provide the Services, (vii) assist in the
execution of a parallel operation, data migration and
testing processes, (viii) create and provide copies of the
AT&T Data in Amdocs' control or possession in the format and
on the media reasonably requested by AT&T, (ix) provide a
complete and up-to-date, electronic copy of the Policy and
Procedures Manual in the format and on the media reasonably
requested by AT&T, and (x) provide other technical
assistance as reasonably requested by AT&T.
(2) [**] of this Agreement [**]: (i) subject to the following
two sentences, any [**] (which shall include all [**] from
any AT&T Site or any location to which Amdocs relocates
Services previously performed at an AT&T Site) within the
12-month period prior to the expiration or termination date;
and (ii) any [**]. [**] shall [**] services (i.e., [**]) for
the [**]. AT&T and Amdocs [**] shall be [**]. Amdocs shall
[**], and shall [**], if any, [**]. AT&T [**] shall have
[**]. AT&T shall [**] that is [**] under this Agreement.
[**] after the Term, Amdocs [**] or [**] by Amdocs [**].
(3) SOFTWARE. As provided in SECTION 14.6 and subject to SECTION
6.4(C), Amdocs shall grant to AT&T, the Eligible Recipients
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except by written agreement.
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Contract No. 02026409
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and/or AT&T's designee certain license, sublicense and/or
other rights to certain Software and other Materials used by
Amdocs, Amdocs Affiliates or Amdocs Subcontractors in
performing the Services, including, where AT&T had the right
thereto, [**] to such Software or other Materials [**]. Such
Software and other Materials shall be transferred in Good
Working Order as of the expiration or termination date or
the completion of any Services requiring such Software and
other Materials requested by AT&T hereunder, whichever is
later.
(4) [**] the Services (which shall include [**]). Such [**], as
of the [**] requiring such [**]. Amdocs [**] so as to be
[**], or for [**] to be provided [**]. In the case of [**],
Amdocs shall [**]. Such [**]. [**], the Parties shall [**].
In the case of [**], Amdocs shall [**] that the [**]
thereunder have been made [**] at the time.
(5) [**]. Amdocs shall [**] on the Commencement Date, [**]. [**]
shall be [**] of any [**].
(6) AMDOCS THIRD PARTY CONTRACTS. Amdocs shall inform AT&T of
Third Party Contracts primarily used by Amdocs, Amdocs
Subcontractors or Amdocs Affiliates to perform the Services.
Subject to SECTION 6.4(C) and as requested by AT&T, (i)
Amdocs shall assign or permit AT&T or its designee(s) to
assume prospectively any such Third Party Contracts, or (ii)
cause Amdocs Subcontractors or Amdocs Affiliates to assign
or permit AT&T or its designee(s) to assume prospectively
any such Third Party Contracts. If the foregoing is not
reasonably possible, Amdocs shall use all commercially
reasonable efforts to cause the applicable third party to
enter into a new contract with AT&T or its designee(s) [**].
Amdocs shall or shall cause its Affiliates or
Subcontractors, as applicable, to (i) represent and warrant
that the assignor is not in default under such Third Party
Contracts, (ii) represent and warrant that all payments
thereunder through the date of assignment are current, (iii)
represent and warrant that no payments or charges shall be
payable by AT&T to the assignor (or such third party
contractor) for benefits or services received by the
assignor under such Third Party Contracts prior to the date
of assignment, and (iv) notify AT&T of any defaults by the
third party with respect to such Third Party Contracts of
which it is aware at the time of the assignment thereof.
Amdocs shall retain
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except by written agreement.
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Contract No. 02026409
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the right to utilize any such third-party contractor
relating to such Third Party Contract in connection with the
performance of services for any other Amdocs customer,
provided that such utilization shall not materially
interfere with AT&T or AT&T's designee obtaining the benefit
contemplated hereby with respect to such third-party
contractor.
(7) EXTENSION OF SERVICES. During the periods set forth in
SECTIONS 4.4(A)(I) and 4.4(A)(III), Amdocs shall provide to
the Eligible Recipient(s), at AT&T's request, any or all of
the Services being performed by Amdocs prior to the
expiration or termination date. [**], AT&T will [**] would
have been [**] for such Services [**] of the Services be
provided [**].
(8) [**], AT&T shall pay Amdocs [**]. Notwithstanding the
preceding sentence, to the extent [**] Amdocs Personnel
(provided, however that Amdocs [**], there will be [**] be
provided by Amdocs [**] to be performed by Amdocs, [**].
(9) REPRESENTATION AND WARRANTY. Amdocs represents and warrants
that (a) the Software and Equipment to be offered to AT&T
under this SECTION 4.4(B) will be the same or substantially
the same Software and Equipment that will have been used by
Amdocs immediately prior to the expiration or termination
date or the completion of any Services requiring such
Software or Equipment requested by AT&T hereunder, whichever
is later, and that will be required and relevant in order
for AT&T or its designee to provide the Services as of such
date, and (b) such Software and Equipment (when combined
with software and equipment which Amdocs is not required to
offer hereunder but which is otherwise commercially
available and reasonably substitutable) shall be sufficient
on the date all Services are completed under this Agreement
for AT&T or its designee to provide the Outsourcing Services
to be provided on such date.
(c) SURVIVAL OF TERMS. This SECTION 4.4 shall survive
termination/expiration of this Agreement.
4.5 USE OF THIRD PARTIES.
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distribution within those companies or for distribution outside those companies
except by written agreement.
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(a) [**]. Nothing in this Agreement [**], and notwithstanding anything to
the contrary contained herein, this Agreement [**] described in this
Agreement [**]. Without [**] under which [**], [**] in this Agreement
[**] set forth otherwise in SCHEDULE J.
(b) AMDOCS COOPERATION. Amdocs shall fully cooperate with and work in good
faith with AT&T or AT&T Third Party Contractors as described in
SCHEDULE E or requested by AT&T [**]. At AT&T's request, such
cooperation shall include: (i) timely providing access to any
facilities being used to provide the Services, as necessary for AT&T
personnel or AT&T Third Party Contractors to perform the work assigned
to them; (ii) timely providing reasonable electronic and physical
access to the business processes and associated Equipment, Software
[**] and/or Systems to the extent necessary and appropriate for AT&T
personnel or AT&T Third Party Contractors to perform the work assigned
to them; (iii) timely providing written requirements, standards,
policies or other documentation for the business processes and
associated Equipment, Software or Systems procured, operated,
supported or used by Amdocs in connection with the Services; (iv)
[**]; or (v) any other cooperation or assistance reasonably necessary
for AT&T personnel or AT&T Third Party Contractors to perform the work
in question. AT&T personnel and AT&T Third Party Contractors shall
comply with Amdocs' generally applicable security and generally
applicable confidentiality requirements (including all the
confidentiality provisions of this Agreement), and shall, to the
extent performing work on Software, Equipment or Systems for which
Amdocs has operational responsibility, comply with Amdocs' standards,
methodologies, and procedures.
(c) NOTICE BY AMDOCS. Amdocs shall immediately notify AT&T when it becomes
aware that an act or omission of AT&T or an AT&T Third Party
Contractor will cause, or has caused, a problem or delay in providing
the Services, and shall use commercially reasonable efforts to work
with AT&T and the AT&T Third Party Contractor to prevent or circumvent
such problem or delay. Amdocs shall cooperate with AT&T and AT&T Third
Party Contractors to resolve differences and conflicts arising between
the Services and other activities undertaken by AT&T or AT&T Third
Party Contractors. If, despite the foregoing efforts of Amdocs and
AT&T, Amdocs' performance of the Services is materially adversely
impacted by the performance of work by AT&T or any such AT&T Third
Party Contractor on any Software or Equipment, Amdocs' failure to
perform its responsibilities under this Agreement (including its
responsibility for associated Service Level [**]) [**] during such
[**] (i) Amdocs' providing AT&T reasonable notice in writing of any
such Amdocs non-performance or anticipated inability to perform, and
(ii) Amdocs' continuing to use commercially reasonable
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distribution within those companies or for distribution outside those companies
except by written agreement.
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efforts to perform the Services or perform a work around for such acts
or omissions. [**] Amdocs [**] that Amdocs [**], AT&T shall [**]
Amdocs [**] by Amdocs [**], provided that (i) Amdocs [**]; and (ii)
Amdocs [**].
4.6 TESTING AND ACCEPTANCE TEST PROCEDURES.
(a) TESTING. In accordance with the Modernization Plan, in accordance with
the applicable Order, or [**], AT&T, with Amdocs' cooperation and
support, shall conduct Testing of the Deliverables thereunder (and
with respect to [**], the Amdocs System) to determine if such Amdocs
System and Deliverables are in Compliance. If any Testing reveals any
Noncompliance, Amdocs shall (i) remedy such Noncompliance as promptly
as reasonably possible; (ii) resubmit the Amdocs System or Deliverable
for review and Testing; and (iii) ensure, until Acceptance of such
Modernization Milestone, that the existing AT&T Systems to be replaced
pursuant to the Modernization Milestone continue to provide the
Services [**], each of (i), (ii) and (iii) solely at Amdocs' expense.
The Parties will work together to agree upon a schedule to remedy,
within [**] (or such other commercially reasonable time period agreed
to by the Governance Team), the Noncompliance after the earlier of:
(i) notice of Noncompliance from AT&T; or (ii) Amdocs' discovery of
such Noncompliance. The cost of any cooperation, support or remedial
action or additional Testing required under this SECTION 4.6(A) shall
be [**] under this Agreement, [**]. Any extension by AT&T of the
Acceptance Test Period (not caused by or the result of Noncompliance
caused by Amdocs) and the resulting impact of such extension of the
Acceptance Testing Period (including on Amdocs' schedule of delivery
of future Modernization Milestones) shall be subject to the provisions
of SECTION 9.5. Amdocs shall provide AT&T with an estimate of such
impact. Amdocs shall not be deemed to have failed to meet any
Modernization Milestone to the extent such failure is caused by AT&T's
extension of an Acceptance Test Period excluding incidents caused by
or the result of Noncompliance caused by Amdocs. [**], Amdocs shall
[**] pursuant [**].
(b) ACCEPTANCE PROCEDURES. During the testing period set forth in SCHEDULE
A (or the applicable Order or as otherwise set forth in this
Agreement), AT&T shall Test Deliverables after receipt of the Notice
of Completion for such Deliverables ("ACCEPTANCE TEST PERIOD"). If the
Deliverables successfully complete the acceptance tests during the
Acceptance Test Period, AT&T shall indicate its written Acceptance
thereof and deliver such Acceptance to Amdocs. In no event will [**].
Any disputes regarding Compliance of Deliverables shall be subject to
SECTION 19.1(A), provided that [**]. For the avoidance of doubt, [**].
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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4.7 ON-SITE SUPPORT.
Amdocs shall [**] in accordance with [**] prior to the Commencement Date.
5. [**].
5.1 RESPONSIBILITIES.
(a) AMDOCS RESPONSIBILITY. [**], Amdocs shall undertake all administrative
activities necessary to obtain [**] for which Amdocs has
responsibility under this Agreement. At Amdocs' request, AT&T will
cooperate with Amdocs in obtaining [**] by executing certain
AT&T-approved written communications and other documents prepared or
provided by Amdocs. [**], Amdocs shall [**] Amdocs has [**].
(b) AT&T RESPONSIBILITY. [**], AT&T shall undertake all administrative
activities necessary to obtain [**] for which AT&T has responsibility
under this Agreement. At AT&T's request, Amdocs will cooperate with
AT&T in obtaining the [**] by executing certain Amdocs-approved
written communications and other documents prepared or provided by
AT&T. [**], AT&T may [**] AT&T has [**].
5.2 FINANCIAL RESPONSIBILITY.
[**], [**] any required third party costs associated with [**] under this
Agreement, including any [**].
5.3 CONTINGENT ARRANGEMENTS.
[**], Amdocs and AT&T [**], then, [**], Amdocs shall [**] as are necessary
[**] AT&T and Amdocs [**] following the Commencement Date, then [**], AT&T
shall [**] and/or [**], and any [**] to AT&T ([**] AT&T to [**] Amdocs.
[**] AT&T [**] responsibility for such Services, [**] AT&T may [**] Amdocs
[**] AT&T [**] AT&T to [**]. [**] shall be as set forth [**] AT&T [**] for
all purposes. [**] AT&T. Except as otherwise expressly provided herein,
[**] under this Agreement.
6. FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH THE
PROVISION OF SERVICES.
6.1 SERVICE FACILITIES.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Amendment No. 02026409.A.010
(a) SERVICE FACILITIES. The Services shall be provided at or from (i) the
AT&T Facilities described on SCHEDULE O.1, (ii) the service locations
owned or leased by Amdocs and described on SCHEDULE O.2, or (iii) any
other service location approved by an authorized AT&T representative
in accordance with this Section. Except to the extent set forth in
this Agreement or otherwise agreed by AT&T in its sole discretion,
Amdocs shall provide the Services from approved sites within the [**].
To the extent any Legacy Services relating to the BellSouth Agreement
are being provided at a facility not identified in the foregoing
SCHEDULES O.1 or O.2, such facility shall be added to the applicable
Schedule as requested by AT&T or Amdocs during the BAPCO related
Transition Period.
(i) Establishing New Locations - New Country/City:
In the event that Amdocs wants to start up business in a new
country or in a new city not located in the United States where
AT&T Services are to be performed, Amdocs shall notify the AT&T
Offshore Management Office to seek a formal approval from the
Executive Director of the AT&T Offshore Management Office.
Requests for approval should be submitted to:
Senior Business Manager
0000 Xxxx Xxxxxx 00-X-00
Xx. Xxxxx XX 00000
Telephone Number: 000-000-0000
Fax number: 000-000-0000
(ii) Establishing New Locations - New Building in Approved City:
In the event that Amdocs wants to begin providing Services from a
new building within a city in a country other than the United
States where they are currently working:
- Amdocs shall notify the AT&T Offshore Management Office to
seek a formal approval from the Executive Director of the
Offshore Management Office, using the contact information in
paragraph a (i) above.
- Amdocs shall have the new building address audited by a
reputable third party auditor.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Contract No. 02026409
Amendment No. 02026409.A.010
- Amdocs shall give the most current version of AT&T's
Offshore Management Office External Audit Security Controls,
as will be agreed to and documented in the Policy &
Procedure Manual, provided by AT&T, to the third party
auditor to conduct the audit.
- The audit shall be conducted [**] of Amdocs Personnel first
performing Services in the new building.
(b) AT&T FACILITIES. AT&T shall provide Amdocs with the use of and access
to the AT&T Facilities (or equivalent space) described in SCHEDULE O.1
solely as necessary for Amdocs to perform the Services. Amdocs agrees
to provide the Services at the AT&T Facilities described in such
SCHEDULE O.1. Amdocs shall [**] and, subject to SECTION 15.10, such
[**] and not prohibited under this Agreement. AT&T shall [**] in
connection with [**]. Notwithstanding the foregoing, Amdocs shall [**]
with Amdocs, and shall [**]. [**] provided for [**] under this
Agreement shall [**]. In addition, [**]by Amdocs shall [**]. Amdocs
[**] on the Commencement Date, [**]. [**]. EXCEPT AS OTHERWISE SET
FORTH HEREIN [**]
(c) NO LEASE OR FURTHER RENT. This Agreement is a services agreement and
is not intended to and will not constitute a lease of any real
property. Amdocs: (i) has been granted only a license to occupy the
AT&T Facilities; (ii) has not been granted any real property interest
in the AT&T Facilities; and (iii) [**]. For the avoidance of doubt,
(X) Amdocs is [**] AT&T any [**] under this Agreement after the first
full calendar month following the FARA Effective Date, and (Y) [**]
before the FARA Effective Date shall be [**] such facility charges are
for a partial month.
(d) RESERVED.
(e) FURNITURE, FIXTURES AND EQUIPMENT. The office facilities provided by
AT&T for the use of Amdocs Personnel will be maintained by AT&T in
good working order and will be generally comparable to the office
space occupied by (i) the Transitioned Employees prior to the
Commencement Date or (ii) the then-standard office space occupied by
similarly situated AT&T employees or contractors; provided, however,
the office space provided by AT&T will not exceed the space set forth
in SCHEDULE J unless otherwise agreed in writing. Amdocs shall be
permitted to use the office furniture being used by the Transitioned
Employees as of the Commencement Date to furnish such office space.
Amdocs [**] for providing all other office furniture and fixtures
needed by Amdocs or Amdocs Personnel (including Transitioned
Employees) to provide the
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Amendment No. 02026409.A.010
Services, and for all upgrades, replacements and additions to such
furniture or fixtures; provided that such furniture and fixtures are
[**] by AT&T and meet AT&T's then-current standards; and provided
further that Amdocs shall use commercially reasonable efforts to
purchase and use [**], if [**] to other furniture and fixtures
reasonably and commercially [**]. Amdocs Personnel using the office
facilities provided by AT&T will be accorded reasonable access to the
communications wiring in such facilities (including fiber, copper and
wall jacks) and the use of certain shared office equipment and
services, such as photocopiers, local and long distance telephone
service for AT&T-related (domestic U.S.A.) calls, telephone handsets,
mail service, office support service (e.g., janitorial), heat, light,
and air conditioning ("UTILITY RESOURCES"); [**]. AT&T shall notify
Amdocs if AT&T believes [**]. The allocation between the Parties of
responsibility for [**].
(f) DATA CENTER [**]. AT&T shall provide, and Amdocs shall obtain from
AT&T and use, the [**] provided by AT&T at the [**] as set forth in
SCHEDULE I. The AT&T [**] shall include the AT&T owned/managed [**],
including [**]. In connection with providing the AT&T [**], AT&T shall
provide, and Amdocs shall obtain from AT&T and use, AT&T's personnel
to provide on-site, [**]. Amdocs will be responsible for [**].
(g) AMDOCS' USE OF AT&T IT [**]. Access by Amdocs to the Amdocs System
located in the [**] environment will be limited by [**]. Amdocs will
not be permitted to [**] Amdocs will retain overall responsibility for
the integrity of the Amdocs System residing in the AT&T IT Managed
Data Center environment. AT&T will retain overall responsibility for
the AT&T IT Managed Data Center environment, the connection to that
environment and the integrity of that environment. Amdocs' use and
access to the environment will be controlled [**]. While access will
be [**], Amdocs will be provided access as required for Amdocs [**]
and for Amdocs to be able to [**]. No Amdocs Personnel will be located
[**] at the AT&T IT [**]. AT&T will [**] as needed for Amdocs'
Personnel, vendors or other entities needing [**] to the Amdocs System
in the AT&T IT [**]. Amdocs will [**] and maintain [**] of Amdocs
Personnel and/or vendors requiring [**].
(h) AMDOCS' USE OF AT&T REAL YELLOW PAGES [**]. Access by Amdocs to the
Amdocs System located in the AT&T Real Yellow Pages [**] environments
will be permitted but Amdocs will be required to adhere to [**].
Amdocs will not be permitted to [**]. Amdocs will retain overall
responsibility for the [**] of the Amdocs [**]. AT&T will retain
overall responsibility for the [**]. Amdocs' use and access to the
environments will be [**]. Amdocs will be provided [**] as
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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required for Amdocs to ensure the [**]. Amdocs Personnel will be
located [**] at the AT&T Real Yellow Pages [**]. AT&T will [**] as
needed for Amdocs' Personnel, vendors or other entities needing [**]
the AT&T Real Yellow Pages [**] to provide other services to the [**].
Amdocs will provide to AT&T and maintain an [**].
(i) AMDOCS' RESPONSIBILITIES REGARDING [**]. To the extent any Equipment
provided or used by Amdocs or Amdocs Personnel (except for AT&T
Provided Equipment) is connected directly to the [**], such Equipment
shall be (i) subject to [**] by AT&T, (ii) in strict compliance with
[**], and (iii) in strict compliance with [**] (to the extent AT&T has
made available to Amdocs such [**]). Amdocs shall not [**]any other
software on such [**]. In addition, Amdocs' interconnections to AT&T
data facilities or network(s) under this Agreement shall be governed
by the terms and conditions of the Master Data Connection Agreement
between AT&T Corp. and Amdocs Software Systems Limited dated as of
August 25, 2003 (the "MDCA"). The definition of "Supporting Agreement"
under the MDCA shall be deemed to include this Agreement and the
definition of "AT&T Networks" under the MDCA shall be deemed to
include the networks of AT&T and the Eligible Recipients (and any
other AT&T data facilities to which Amdocs interconnects in order to
provide the Services). Immediately following the execution of this
FARA, the Parties shall execute and deliver a Connection Supplement to
the MDCA in the names of AT&T Services, Inc. and Amdocs, Inc. setting
forth Amdocs' interconnections under this Agreement.
(j) AMDOCS' RESPONSIBILITIES. Except as provided in SECTIONS 6.1(A), (B),
(E), (F) and (G) and SECTION 6.5, Amdocs shall be responsible for
providing all furniture, fixtures, equipment, space and other
facilities required to perform the Services and all upgrades,
improvements, replacements and additions to such furniture, fixtures,
equipment, space and facilities. In addition, Amdocs will bear the
expense of any special furniture or equipment accommodations or
evaluations for Amdocs Personnel at AT&T Facilities. Without limiting
the foregoing, Amdocs shall (i) provide all maintenance, site
management, site administration and similar services for the Amdocs
owned or controlled facilities, and (ii) provide uninterrupted power
supply services for the designated Software, Equipment, and Systems at
the Amdocs owned or controlled facilities.
(k) PHYSICAL SECURITY. AT&T is responsible for the physical security of
the AT&T Facilities and AT&T Sites; provided, that Amdocs shall be
responsible for the safety and physical access and control of the
areas that Amdocs is using in performing the Services (excluding the
AT&T IT Managed Data Centers) and Amdocs shall not permit any person
to have access to, or control of, any such area
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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unless such access or control is permitted in accordance with control
procedures approved by AT&T or any higher standard agreed to by AT&T
and Amdocs (all to the extent that AT&T provides Amdocs the physical
ability to limit access and control over such areas). Amdocs shall be
solely responsible for compliance by Amdocs Personnel with such
control procedures, including obtaining advance approval to the extent
required.
(l) SECURITY. Except as provided in SECTION 6.1(I), Amdocs shall maintain
and cause Amdocs Personnel to adhere to the operational, safety and
security standards, requirements and procedures then in effect at the
AT&T Facilities described in SECTION 6.1(A), as such standards,
requirements and procedures may be modified by AT&T from time to time
(to the extent Amdocs has received written notice of such standards,
requirements and procedures or modifications thereof).
(m) EMPLOYEE SERVICES. Subject to applicable security requirements, AT&T
will permit Amdocs Personnel to use certain employee facilities [**]
at the AT&T Facilities that are [**]. The employee facilities in
question and the extent of Amdocs Personnel's permitted use shall be
specified in writing by AT&T and shall be subject to modification
[**]. Amdocs Personnel will not be permitted to use employee
facilities designated by AT&T [**].
(n) USE OF AT&T FACILITIES. Unless Amdocs obtains AT&T's prior written
agreement, which may be withheld by AT&T in its sole discretion,
Amdocs shall use the AT&T Facilities, and the Equipment and Software
located therein, [**] to AT&T and the Eligible Recipients. AT&T
reserves the right, upon [**], or such shorter time as AT&T may be
required by Law or extenuating circumstances, to relocate an AT&T
Facility from which the Services are then being provided by Amdocs to
another geographic location; provided that, in such event, [**]. In
such event, AT&T shall [**]; provided that Amdocs notifies AT&T of
such [**], obtains AT&T's written approval prior to [**]; and uses
commercially reasonable efforts to [**]. AT&T also reserves the right
upon reasonable prior notice to direct Amdocs to [**] provided by
Amdocs and to thereafter [**]. In such event, AT&T shall (i) provide
Amdocs with comparable space, or (ii) [**] Amdocs for any [**] by
Amdocs as a result of such direction, including, if applicable, [**]
procuring necessary comparable space to be used exclusively for the
provision of Services; provided that such direction is not expressly
contemplated in this Agreement and that Amdocs notifies AT&T of such
[**], obtains AT&T's approval prior to [**].
Notwithstanding the foregoing, Amdocs will not seek reimbursement of
and AT&T will not be obligated to pay Amdocs for any Out-of-Pocket
Expenses
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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related to the AT&T directed vacation of AT&T Facilities in (i) St.
Louis, Missouri, in calendar year 2006, or (ii) in Troy, Michigan, in
calendar year 2007.
(o) CONDITIONS FOR RETURN. Upon any vacation by Amdocs of AT&T Facilities,
Amdocs shall return such AT&T Facilities (including any improvements
to such facilities made by or at the request of Amdocs) to AT&T in
substantially the same condition as when such facilities were first
provided to Amdocs, subject to reasonable wear and tear and any
improvements to such facilities made by or at the request of Amdocs;
provided, however, that Amdocs shall not be responsible for the acts
of AT&T or its personnel or subcontractors (other than Amdocs and its
Subcontractors and Affiliates) causing damage to such facilities.
(p) NO VIOLATION OF LAWS. Amdocs shall (i) treat, use and maintain the
AT&T Facilities in a reasonable manner, and (ii) ensure that neither
Amdocs nor any of its Subcontractors commits, and use all reasonable
efforts to ensure that no third party commits, any act in violation of
any Laws in such Amdocs occupied AT&T Facility or any act in violation
of AT&T's insurance policies or in breach of AT&T's obligations under
the applicable real estate leases in such Amdocs occupied AT&T
Facilities (in each case, to the extent Amdocs has received notice of
such insurance policies or real estate leases or should reasonably be
expected to know of such obligations or limitations).
(q) ASSET INVENTORY REPORT AND MANAGEMENT SYSTEM. Amdocs shall complete
development, testing, delivery, data conversion and cleansing, and
implementation of the Asset Inventory Management System before [**],
subject to the exception described in the paragraph below regarding
BAPCO Entities. The Asset Inventory Management System shall be subject
to Acceptance as if it were a Deliverable. AT&T shall commence a [**]
Acceptance Test Period upon delivery of the Asset Inventory Management
System, with a target Acceptance date of [**]. If AT&T has not
Accepted the Asset Inventory Management System by [**], unless failure
to achieve Acceptance by such date is due to a delay caused solely by
AT&T after timely delivery of the Asset Inventory Management System by
Amdocs to AT&T for Acceptance Testing, then Amdocs will [**] AT&T with
[**] for [**] (the "[**]") until [**]. Amdocs acknowledges that time
is of the essence regarding the Asset Inventory Management System and
Amdocs will make all commercially reasonable efforts to meet the
required dates. The [**] will be [**] sent by Amdocs following the
month in which an [**] is incurred. In the event the Asset Inventory
Management System has not been fully delivered and/or full Acceptance
of same has not occurred at the time of termination or expiration of
the Agreement, then Amdocs shall, [**], (i) deliver and/or correct the
Asset Inventory Management System [**], (ii) [**], or (iii) [**]. If
AT&T
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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requests [**], such [**] will be AT&T's [**] for delay in delivery of
the Asset Inventory Management System and [**] to AT&T's account.
Notwithstanding the foregoing, data relating to the BAPCO Entities
does not need to be included in the Asset Inventory Management System
until [**] following the scheduled completion of the last BAPCO
related Modernization Milestone as set forth in SCHEDULE A. The
Parties acknowledge and agree that the delivery of the Asset Inventory
Management System is contingent on AT&T providing the applicable data
in accordance with the AT&T approved Asset Inventory Management System
implementation plan. Subject to SECTIONS 10.2 and 18.1, if the
delivery and Acceptance of such data conversion and cleansing
Deliverable and the implementation of Asset Inventory Management
System for the BAPCO Entities does not occur within such [**], then
[**] in accordance with this Section until the Asset Inventory
Management System is fully Accepted.
Along with other system requirements to be finalized as part of the
overall project plan, Amdocs shall provide AT&T with [**] access to
the Asset Inventory Management System. In the interim, Amdocs shall
provide to AT&T upon each six and twelve month anniversary of the
Effective Date (i.e., two deliveries annually) a full written
inventory in electronic format of all Equipment and Software used by
Amdocs to provide the Services or for which Amdocs has administrative
or financial responsibility in connection with this Agreement. In
addition, the Parties have published a document titled "Asset
Management System Risks and Mitigations" and included said document in
the Policy and Procedures Manual. This document outlines key
operational requirements agreed to by Amdocs as a condition of AT&T's
acceptance of a delay in delivery of the Asset Inventory Management
System.
6.2 AT&T USE OF AMDOCS FACILITIES; AMDOCS OFFSHORE ACCESS.
(a) AT&T USE OF AMDOCS FACILITIES. During the term of this Agreement,
Amdocs will provide to AT&T [**] (i) reasonable use of Amdocs
locations where the Services are being performed and (ii) access to
reasonable work/conference space at Amdocs locations where the
Services are being performed, for the conduct of AT&T's activities
related to this Agreement.
(b) AMDOCS OFFSHORE ACCESS TO AT&T DATA, EQUIPMENT, SYSTEMS AND SOFTWARE.
Amdocs Personnel working offshore may only access AT&T Data and
Equipment, Systems or Software provided by AT&T while physically
located in an AT&T-approved location, except as otherwise provided in
this Section. Beginning [**] following the FARA Effective Date, Amdocs
Personnel located
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Contract No. 02026409
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outside of the United States but not in an AT&T-approved facility may
remotely access AT&T Data, Equipment, Systems or Software provided by
AT&T only in accordance with and subject to the AT&T Rules. If (i)
Amdocs is in compliance with the AT&T Rules regarding remote access as
specified in SCHEDULE E.3, (ii) AT&T unreasonably refuses to approve
requests for such remote access in accordance with SECTION 21.8 of
this Agreement and SCHEDULE E.3, and (iii) Amdocs is unable to
identify any reasonable commercially available alternatives, then
Amdocs shall not be held responsible for resulting failures to perform
the Services in accordance with SECTION 10.2, unless AT&T authorizes a
Service Revision that includes charges for any additional resources
required as a result of such inability to remotely access AT&T Data,
Equipment, Systems, or Software. Any exceptions shall be submitted in
writing to the AT&T Offshore Management Office for approval or
rejection at AT&T's sole discretion at the address set forth in
SECTION 6.1(A). Any such approval or rejection to be provided to
Amdocs within [**] of the date upon which the exception request is
submitted to AT&T.
6.3 AT&T RULES/EMPLOYEE SAFETY.
(a) AT&T RULES AND COMPLIANCE. In performing the Services and using the
AT&T Sites, Amdocs shall observe and comply with all AT&T policies,
rules and regulations applicable to the AT&T Sites or the provision of
the Services, including those set forth on SCHEDULE E.3 and those
applicable to specific AT&T Sites, all as have been or may be provided
to Amdocs in writing (collectively, "AT&T RULES"). Amdocs shall
distribute the AT&T Rules to Amdocs Personnel as and to the extent
necessary and appropriate. Additions or modifications to the AT&T
Rules may be communicated by AT&T in writing to Amdocs or Amdocs
Personnel or may be made available to Amdocs or Amdocs Personnel by
posting at an AT&T Site, electronic posting or other means generally
used by AT&T to disseminate such information to its employees or
contractors. Amdocs and Amdocs Personnel shall observe and comply with
such additional or modified AT&T Rules. Amdocs personnel providing
Services shall adhere to similar if not the same rules at Amdocs'
locations from which Services and Materials are provided pursuant to
this Agreement. To the extent that any such additions or modifications
materially increase Amdocs' aggregate costs in performing the Services
or Amdocs' responsibilities hereunder, the Parties will address such
impact, if any, through SECTION 9.5.
(b) HEALTH AND SAFETY COMPLIANCE. Amdocs and Amdocs Personnel shall
familiarize themselves with the premises and operations at each AT&T
Site at or from which Services are rendered and the AT&T Rules
applicable to each such AT&T Site. Upon Amdocs' request, AT&T shall
provide Amdocs with the
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Material Safety Data Sheets (MSDSs) for any hazardous chemical, as
that term is defined under the Occupational Health and Safety Act
(OSHA), present at any AT&T Site. Amdocs is hereby notified that AT&T
Sites constructed prior to 1981 contain asbestos containing materials
(ACM) and/or presumed ACM (PACM) and may also contain both natural and
artificial conditions and activities involving risk of harm. Should
Amdocs' performance of Services require Amdocs Personnel to disturb or
contact ACM/PACM for which AT&T has no immediate plans to disturb or
contact for other purposes, [**]:
(i) Contacting the appropriate AT&T representative responsible for
the AT&T Site to determine the presence, location, and quantity
of ACM/PACM that Amdocs Personnel may reasonably be expected to
work in or adjacent to;
(ii) Informing Amdocs Personnel of the presence, location, and
quantity of ACM/PACM present in the AT&T Site that Amdocs
Personnel may reasonably be expected to work in or adjacent to
and the precautions to be taken to ensure that airborne ACM/PACM
is confined to the identified ACM/PACM area;
(iii) Informing the appropriate AT&T representative responsible for
the AT&T Site and other employers or employees at the AT&T Site
of the presence, location, and quantity of any newly discovered
ACM/PACM identified by Amdocs within twenty-four (24) hours of
its discovery; and
(iv) Taking necessary safety precautions for Amdocs Personnel and
assuring a safe place for performance of Services.
When performing Services at AT&T Sites in California, Amdocs shall
issue warnings in accordance with the California Safe Drinking Water
and Toxic Enforcement Act of 1986 ("Proposition 65") to AT&T personnel
and the public at such AT&T Sites for exposure to chemicals covered by
Proposition 65 introduced by Amdocs or Amdocs Personnel to such AT&T
Sites. Such warnings may take the form of, but not be limited to, a
MSDS for each such chemical.
AMDOCS IS HEREBY WARNED IN ACCORDANCE WITH PROPOSITION 65 THAT
EXPOSURE TO CHEMICALS MAY OCCUR AT AT&T SITES. If requested, AT&T
shall make available to Amdocs and Amdocs Personnel a MSDS for
chemicals covered by Proposition 65, if any, at AT&T Sites in
California where Amdocs is providing Services. AT&T shall also issue
any additional Proposition 65 warnings required by Proposition 65 for
exposure to
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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chemicals introduced by AT&T or AT&T personnel to AT&T Sites to Amdocs
Personnel and the public when Amdocs Personnel are performing Services
in AT&T Sites in California. Amdocs shall issue appropriate warnings
to inform and educate Amdocs Personnel entering AT&T Sites of the
above information in accordance with Environmental Laws. AT&T and
Amdocs shall cooperate on such warnings.
(c) ONLINE ACCESS. Amdocs' employees include "foreign persons" within the
meaning of the U.S. export control laws, and foreign persons employed
by Amdocs may, subject to SECTION 8.8(D), have access to AT&T computer
or electronic data storage systems or networks in order to provide
Services under this Agreement, unless otherwise specifically set forth
in an Order. If Amdocs is given access, whether at AT&T's premises or
through remote facilities, to any AT&T computer or electronic data
storage system in order for Amdocs to perform the Services, Amdocs
shall limit such access and use solely to perform Services and will
not attempt to access any AT&T computer system, electronic file,
Software or other electronic services other than those specifically
required to perform the Services. Amdocs shall (i) limit such access
to those Amdocs Personnel with an express requirement to have such
access in connection with this Agreement and/or any Order and, in
doing so, shall comply with SECTION 8.8 (D), (ii) advise AT&T in
writing of the name of each individual who will be granted such access
and (iii) strictly follow all AT&T security rules and procedures for
use of AT&T's electronic resources provided to Amdocs from time to
time. Upon AT&T's request, Amdocs shall provide the social security
number or other personal identification of each of its
representatives, including Amdocs' employees and subcontractors'
employees, who will need access to any AT&T system to perform Amdocs'
obligations under this Agreement. All user identification numbers and
passwords disclosed to Amdocs and any information obtained by Amdocs
as a result of Amdocs' access to, and use of, AT&T's computer and
electronic storage systems shall be deemed to be, and shall be treated
as, Proprietary Information of AT&T pursuant to this Agreement. Amdocs
shall cooperate with AT&T in the investigation of any apparent
unauthorized access by Amdocs to AT&T's computer or electronic data
storage systems or unauthorized release of Proprietary Information of
AT&T by Amdocs or any Amdocs personnel.
6.4 SOFTWARE.
(a) FINANCIAL RESPONSIBILITY. Each Party shall be responsible for any
third party fees or expenses on or after the Commencement Date
associated with the provision of the Services described in this
Agreement with respect to Software and related
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Third Party Contracts for which such Party is financially responsible
under SCHEDULES E and E.1. Each Party also shall be responsible for
any third party fees or expenses on or after the Commencement Date
associated with new, substitute or replacement Software or related
Third Party Contracts (including upgrades, enhancements, new versions
or new releases of such Software) for which such Party is financially
responsible under SCHEDULES E and E.1. With respect to Software
licenses and related Third Party Contracts that are transferred to
Amdocs by AT&T or for which Amdocs otherwise assumes financial
responsibility under this Agreement, including those listed on
SCHEDULES F.2 and F.3 AND F.3.B, Amdocs shall (i) pay all amounts
becoming due under such licenses or related Agreements, and all
related expenses (including any maintenance and/or support charges)
relating to periods on or after the applicable Commencement Date; (ii)
rebate to AT&T any prepayment of such amounts in accordance with
SECTION 11.8(A); (iii) [**] on or after the applicable Commencement
Date; and (iv) be responsible for curing any defaults in Amdocs'
performance under such licenses or contracts on or after the
applicable Commencement Date.
(b) OPERATIONAL RESPONSIBILITY. With respect to Software and related Third
Party Contracts for which Amdocs is operationally responsible under
SCHEDULES E and E.1, subject to the provisions of SECTION 18.2(F)
Amdocs shall be responsible for (i) the evaluation, procurement,
testing, installation, rollout, use, support, management,
administration, operation and maintenance of such Software and related
Third Party Contracts; (ii) the evaluation, procurement, testing,
installation, rollout, use, support, management, administration,
operation and maintenance of new, substitute or replacement Software
and related Third Party Contracts (including upgrades, enhancements,
new versions or new releases of such Software); (iii) the performance,
availability, reliability, compatibility and interoperability of such
Software, in accordance with this Agreement, including the Service
Levels and Change Management; (iv) the compliance with and performance
of all operational, administrative and contractual obligations
specified in such licenses and contracts; (v) the administration and
exercise as appropriate of all rights available under such licenses
and agreements; and (vi) [**] under such Software Licenses [**] under
this SECTION 6.4(B) (except to the extent that such failure [**]).
(c) RIGHTS UPON EXPIRATION/TERMINATION.
(i) Any Software licenses provided and/or purchased by AT&T for use
by Amdocs Personnel shall remain the property of AT&T and be
returned to
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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AT&T prior to the expiration of the Term or upon cancellation or
termination of the relevant Order and/or this Agreement.
(ii) With respect to all Amdocs' licensed Third Party Software and
related Third Party Contracts (including maintenance and support
agreements for Software), Amdocs shall use all commercially
reasonable efforts to (i) obtain for AT&T, the Eligible
Recipients and AT&T's designees (solely for such AT&T designees'
use for AT&T and the Eligible Recipients and subject to
reasonable confidentiality terms) the license, sublicense,
assignment and other rights specified in SECTION 4.4(B)(3), (ii)
ensure that [**], (iii) ensure that [**] to Amdocs, and at least
sufficient for the [**] the Services, as well as the [**], and
(iv) ensure that [**] of this Agreement [**]. If Amdocs is
[**]Amdocs to [**] available for an [**] for the product to be
obtained [**]. If AT&T unreasonably refuses to grant such
approval in accordance with SECTION 21.8 of this Agreement and
the foregoing with respect to any such Software or Third Party
Contract that is required to provide the Services in light of
changed requirements of AT&T or applicable Laws, and Amdocs is
unable to identify any commercially available alternatives, then
Amdocs shall not be held responsible for resulting failure to
perform the Services in accordance with SECTION 10.2.
(d) EVALUATION OF THIRD PARTY SOFTWARE. In addition to its obligations
under SECTION 6.4(A) and (B) and in order to facilitate AT&T's control
of architecture, standards and plans pursuant to SECTION 9.4, Amdocs
shall use all commercially reasonable efforts to evaluate on an annual
basis a reasonable amount of Third Party Software selected by or for
AT&T to determine whether such Software will adversely affect AT&T's
operational environment and/or Amdocs' ability to provide the
Services. Amdocs shall complete and report the results of such
evaluation to AT&T promptly, taking into consideration any applicable
pressing business need or emergency situation.
(e) [**]. With respect to all products and services procured by Amdocs
[**] during the course of performing the Services, Amdocs shall use
all commercially available efforts to [**] of such products and
services (including [**]), except to the extent otherwise agreed by
AT&T. If Amdocs is [**], it shall [**].
6.5 EQUIPMENT.
(a) AT&T PROVIDED EQUIPMENT. AT&T shall provide Amdocs (at no charge to
Amdocs) with the use of the AT&T owned and leased Equipment identified
on
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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SCHEDULE O.3 (collectively, the "AT&T PROVIDED EQUIPMENT") for the
periods specified in such Schedule solely for and in connection with
the provision of the Services. Notwithstanding the foregoing, except
as provided in this SECTION 6.5(A) and SECTIONS 6.1(A), (B) and (E),
Amdocs shall (i) be responsible for providing all Equipment required
to perform the Services and all upgrades, improvements, replacements
and additions thereto; and (ii) [**]. Upon the expiration of the
period specified in SCHEDULE O.3 for each item of AT&T Provided
Equipment (or when such AT&T Provided Equipment is no longer required
by Amdocs for the performance of the Services), Amdocs shall promptly
return such AT&T Provided Equipment to AT&T in substantially the same
condition (as it may have been modified or improved by Amdocs with
AT&T's approval) as when such AT&T Provided Equipment was first
provided to Amdocs, subject to reasonable wear and tear. THE AT&T
PROVIDED EQUIPMENT IS PROVIDED BY AT&T TO AMDOCS IN GOOD WORKING
ORDER, [**]. EXCEPT AS OTHERWISE SET FORTH HEREIN, AT&T EXPRESSLY
DISCLAIMS ANY WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE AT&T
PROVIDED EQUIPMENT, OR ITS CONDITION [**].
(b) EQUIPMENT TRANSFERRED TO AMDOCS. Notwithstanding anything to the
contrary (including anything in SCHEDULE O.3 or otherwise), the
Parties acknowledge and agree that the Equipment listed on SCHEDULE
F.2.A is owned by Amdocs and is not AT&T Provided Equipment.
(c) FINANCIAL RESPONSIBILITY. Each Party shall be responsible for third
party fees or expenses (including maintenance and/or support charges,
if any) on or after the Commencement Date associated with Equipment,
Equipment Leases and related Third Party Contracts for which such
Party is financially responsible under SCHEDULES E, E.1, and F.3. Each
Party also shall be responsible for any third party fees or expenses
relating to periods on or after the Commencement Date associated with
new, substitute or replacement Equipment, Equipment leases or related
Third Party Contracts (including upgrades, enhancements or new
releases of such Equipment) for which such Party is financially
responsible under SCHEDULES E E.1, and F.3. With respect to Equipment,
Equipment Leases and related Third Party Contracts that are
transferred to Amdocs by AT&T or for which Amdocs otherwise assumes
responsibility under this Agreement, including the Equipment Leases
and Third Party Contracts listed on XXXXXXXXX X.0, X.0, and F.3
Amdocs, shall (i) pay all amounts becoming due with respect to such
Equipment, leases or agreements, and all related expenses (including
pro rata maintenance and/or support fees, if any), for periods on or
after the applicable Commencement Date; (ii) rebate to AT&T any
prepayment of such amounts in accordance with SECTION 11.8(A); (iii)
[**] after the applicable Commencement
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Amendment No. 02026409.A.010
Date; and (iv) be responsible for curing any defaults in Amdocs'
performance with respect to such Equipment, leases or agreements on or
after the applicable Commencement Date.
(d) OPERATIONAL RESPONSIBILITY. With respect to Equipment, Equipment
Leases and related Third Party Contracts for which Amdocs is
operationally responsible under SCHEDULE E, subject to the provisions
of SECTION 18.2(F), Amdocs shall be responsible for (i) the
evaluation, procurement, testing, installation, rollout, use, support,
management, administration, operation and maintenance of such
Equipment, Equipment Leases and related Third Party Contracts; (ii)
the evaluation, procurement, testing, installation, rollout, use,
support, management, administration, operation and maintenance of new,
substitute or replacement Equipment, Equipment Leases and related
Third Party Contracts; (iii) the performance, availability,
reliability, compatibility and interoperability of the Equipment and
related Third Party Contracts, each in accordance with this Agreement,
[**]; (iv) the compliance with and performance of all operational,
administrative and contractual obligations with respect to such
Equipment, leases and contracts, including nondisclosure obligations
(to the extent under Amdocs' supervision or control); (v) the
administration and exercise as appropriate of all rights available
with respect to such Equipment or agreements; and (vi) the [**]
obligations under this SECTION 6.5(D) [**].
(e) RIGHTS UPON EXPIRATION/TERMINATION. Any Equipment or memory upgrades
provided and / or purchased by AT&T for use by Amdocs Personnel, shall
remain the property of AT&T and be returned to AT&T prior to the
expiration of the Term or upon cancellation or termination of the
relevant Order and / or this Agreement. With respect to all [**] which
is to be primarily used to provide the Services, Amdocs shall use all
commercially reasonable efforts to (i) [**] in SECTION 4.4(B)(4), (ii)
ensure that the [**], (iii) ensure that the [**], and (iv) ensure that
[**] of this Agreement [**]. Except as specifically set forth in this
Agreement, [**]. If Amdocs is [**] Amdocs [**]. AT&T shall [**]for the
product to be obtained [**]. If AT&T [**] in accordance with SECTION
21.8 of this Agreement [**], then Amdocs shall [**] in accordance with
SECTION 10.2.
(f) EVALUATION OF THIRD PARTY EQUIPMENT. In addition to its obligations
under SECTIONS 6.5(B) and (D) and in order to facilitate AT&T's
control of architecture, standards and plans pursuant to SECTION 9.4,
Amdocs shall use all commercially reasonable efforts to evaluate a
reasonable number on annual basis of Equipment selected by or for AT&T
to determine whether such Equipment will adversely affect AT&T's
operational environment and/or Amdocs' ability to provide the
Services. Amdocs shall complete and report the results of such
evaluation to
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Contract No. 02026409
Amendment No. 02026409.A.010
AT&T promptly, taking into consideration any applicable pressing
business need or emergency situation.
(g) [**]. With respect to all products and services procured by Amdocs
[**] during the course of performing the Services, Amdocs shall use
all commercially reasonable efforts to [**] such products and services
[**] except to the extent otherwise agreed by AT&T. If Amdocs is [**],
it shall [**]. If AT&T [**] of this Agreement with respect to [**]
Services and Amdocs is unable to identify any commercially available
alternatives, then Amdocs shall [**].
6.6 THIRD PARTY CONTRACTS.
(a) FINANCIAL RESPONSIBILITY. In addition to the Third Party Contracts
identified in SECTIONS 6.3(A) and 6.5 and SCHEDULE E, Amdocs shall be
responsible for any third party fees or expenses on or after the
Commencement Date associated with Third Party Contracts (excluding
Third Party Contracts administered by Amdocs on a pass through basis,
which are addressed in SECTION 11.2) used by Amdocs to provide the
Services. Each Party also shall be responsible for any third party
fees or expenses (including maintenance and/or support charges) on or
after the Commencement Date associated with new, substitute or
replacement Third Party Contracts for which such Party is financially
responsible under SCHEDULES E and E.1. With respect to Third Party
Contracts that are transferred to Amdocs by AT&T or for which Amdocs
otherwise assumes financial responsibility under this Agreement,
including those listed on SCHEDULES F.3 and F.3,B, Amdocs shall (i)
pay all amounts becoming due under such licenses or related
Agreements, and all related expenses, for periods on or after the
applicable Commencement Date; (ii) rebate to AT&T any prepayment of
such amounts in accordance with SECTION 11.8(A); (iii) [**] after the
applicable Commencement Date; and (iv) be responsible for curing any
defaults in Amdocs' performance under such contracts on or after the
applicable Commencement Date.
(b) OPERATIONAL RESPONSIBILITY. With respect to the Third Party Contracts
identified in SECTION 6.6(A) (excluding Third Party Contracts
administered by Amdocs on a pass-through basis, which are addressed in
SECTION 11.2), and the services and products provided thereunder,
subject to the provisions of SECTION 18.2(F), Amdocs shall, unless the
Parties have otherwise agreed in SCHEDULE E, be responsible for (i)
the evaluation, procurement, use, support, management, administration,
operation and maintenance of such Third Party Contracts and any new,
substitute or replacement Third Party Contracts; (ii) the performance,
availability, reliability, compatibility and interoperability of such
Third Party Contracts and the services and products provided
thereunder; (iii) the compliance
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Amendment No. 02026409.A.010
with and performance of any operational, administrative or contractual
obligations imposed on AT&T or Amdocs under such Third Party
Contracts, including nondisclosure obligations (to the extent under
Amdocs' supervision or control); (iv) the administration and exercise
as appropriate of all rights available under such Third Party
Contracts; and (v) [**] obligations under this SECTION 6.6.
(c) RIGHTS UPON EXPIRATION/TERMINATION. With respect to [**] to be used to
provide the Services, Amdocs shall use all commercially reasonable
efforts to (i) [**] the rights specified in SECTION 4.4(B)(6), (ii)
ensure that the granting of such rights is [**], (iii) ensure that the
[**] to Amdocs and [**], and (iv) ensure that [**] by Amdocs prior to
the date [**]. If Amdocs is [**] Amdocs to provide [**]. AT&T shall
[**] for the product to be obtained [**].
(d) TELECOMMUNICATION/IP SERVICES. To the extent Amdocs uses
telecommunication services or IP-based services (e.g., IP bandwidth)
in connection with the provision of the Services or the performance of
the other obligations under this Agreement [**].
(e) [**]. With respect to all [**] services procured by Amdocs [**] during
the course of performing the Services, Amdocs shall use all
commercially reasonable efforts to [**] except to the extent otherwise
agreed by AT&T. If Amdocs is [**]. If AT&T [**] with respect to [**],
then Amdocs shall [**].
6.7 ASSIGNMENT OF LICENSES, LEASES AND RELATED AGREEMENTS.
(a) ASSIGNMENT AND ASSUMPTION. On and as of the Commencement Date, AT&T
shall assign to Amdocs, and Amdocs shall assume and agree to perform
all obligations related to, the Software licenses, Equipment Leases
and Third Party Contracts for which Amdocs is financially responsible
under SECTIONS 6.3(A) , 6.5 and 6.6 and SCHEDULES E and E.1, including
those listed on XXXXXXXXX X.0, X.0, X.0.X, X.0 and F.4.B. AT&T and
Amdocs shall execute and deliver a mutually satisfactory assignment
and assumption agreement with respect to such leases, licenses and
agreements, evidencing the assignment and assumption provided for
herein. AT&T represents and warrants that (i) it is not in default
under such licenses, leases and Third Party Contracts, (ii) all
payments thereunder through the date of assignment are current, (iii)
no payments or charges (including deferred payments) shall be payable
by Amdocs to AT&T (or such third party contractor) for benefits or
services received by AT&T under such licenses, leases and Third Party
Contracts prior to the date of assignment, and (iv) it is not aware of
any defaults with respect to such licenses, leases and Third Party
Contracts.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Contract No. 02026409
Amendment No. 02026409.A.010
(b) ITEMS NOT ASSIGNABLE BY COMMENCEMENT DATE. With respect to any such
Software licenses, Equipment Leases or Third Party Contracts that can
not, as of the Commencement Date, be assigned to Amdocs without
breaching their terms or otherwise adversely affecting the rights or
obligations of AT&T or Amdocs thereunder, the performance obligations
shall be deemed to be subcontracted or delegated to Amdocs (but only
to the extent not prohibited under the terms and conditions of such
Third Party Contract) until any requisite consent, notice or other
prerequisite to assignment can be obtained, given or satisfied by
Amdocs. It is understood that, from and after the Commencement Date,
Amdocs, as a subcontractor or delegatee, shall be financially and
operationally responsible for such Software license, Equipment Lease
or Third Party Contract as AT&T's agent pursuant to SECTION 9.10(A).
Amdocs shall use reasonable commercial efforts to satisfy the consent,
notice or other prerequisites to assignment and, upon Amdocs doing so,
the Software license, Equipment Lease or Third Party Contract shall
immediately be assigned and transferred to and assumed by Amdocs.
(c) NON-ASSIGNABLE ITEMS. If, after Amdocs using all commercially
reasonable efforts for a reasonable period of time, a license, lease
or agreement still cannot be assigned without breaching its terms or
otherwise adversely affecting the rights or obligations of AT&T or
Amdocs thereunder, the Parties shall take such actions and execute and
deliver such documents as may be necessary to cause the Parties to
realize the practical effects of the allocation of responsibilities
intended to be effected by this Agreement.
(d) MODIFICATION AND SUBSTITUTION. Except as otherwise provided in this
Agreement, Amdocs may terminate, shorten or extend the Software
licenses, Equipment Leases and Third Party Contracts for which Amdocs
is financially responsible under SCHEDULES E, E.1, and E.2 of this
Agreement and may substitute or change suppliers relating to goods or
services covered thereby; provided that, except as otherwise [**]
under such Software licenses, Equipment Leases or Third Party
Contracts, (ii) shall [**]; and (iii) shall [**] the Services.
Notwithstanding anything to the contrary herein, Amdocs shall [**],
provided that [**].
(e) CORPORATE LEVEL AGREEMENTS. Notwithstanding anything to the contrary
in this Agreement, the Parties agree that with respect to Corporate
Level Agreements the following provisions will apply:
(i) AT&T shall assume primary responsibility for all financial and
administrative activities necessary to ensure for the duration of
the Term that (x) Amdocs will be entitled to exercise rights held
as of the
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Commencement Date under the Corporate Level Agreements solely to
the extent necessary for Amdocs to perform the Services and (y)
Amdocs' rights available under Corporate Level Agreements
necessary for Amdocs to perform the Services will not be reduced
or limited, and will not be modified in a manner such that Amdocs
incurs increased costs in the exercise of such rights;
(ii) The financial responsibility for AT&T obtaining additional rights
under Corporate Level Agreements for Amdocs that were not
required or held by AT&T and/or its Affiliates prior to the
Commencement Date pursuant to this SECTION 6.7(E) shall be
allocated between the Parties pursuant to SECTION 5.2; and
(iii) AT&T may amend or extend any Corporate Level Agreement or
substitute another agreement for a Corporate Level Agreement, in
each case at AT&T's sole discretion; except as provided in clause
(ii) above, AT&T shall have financial responsibility for any such
amended, extended, or substituted Corporate Level Agreement.
6.8 LICENSE TO AT&T OWNED SOFTWARE AND THIRD PARTY SOFTWARE.
(a) LICENSE TO AT&T OWNED SOFTWARE. As of the Commencement Date, AT&T
hereby grants Amdocs and, to the extent necessary for Amdocs to
provide the Services, to Amdocs Affiliates or Subcontractors
designated by Amdocs that sign a written agreement with Amdocs to be
bound by all of the terms contained herein applicable to such Software
(such agreement shall include the terms specified in this Section as
well as those pertaining to the ownership of such Software and any
derivative materials developed by the Parties, the scope and term of
the license, the restrictions on the use of such Software, the
obligations of confidentiality, etc.) a non-exclusive,
non-transferable, royalty-free right and license during the term of
this Agreement to access, use, operate, copy and store the AT&T Owned
Software for the express and sole purpose of providing the Services.
Except as is required for Amdocs to perform the Services in relation
to the AT&T-Owned Software, Amdocs shall have no right to use the
source code to such AT&T Owned Software unless and to the extent
approved in advance by AT&T. AT&T Owned Software shall remain the sole
and exclusive property of AT&T. Amdocs and its Subcontractors shall
not (i) use any AT&T Owned Software for the benefit of any person or
Entity other than AT&T or the Eligible Recipients, (ii) except as is
required for Amdocs to perform the Services in relation to the
AT&T-Owned Software, separate or uncouple any portions of the AT&T
Owned Software, in whole or in part, from any other portions thereof,
or (iii) except as is required for
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Amdocs to perform the Services in relation to the AT&T-Owned Software,
reverse assemble, reverse engineer, translate, disassemble, decompile
or otherwise attempt to create or discover any source or human
readable code, underlying algorithms, ideas, file formats or
programming interfaces of the AT&T Owned Software by any means
whatsoever, without the prior approval of AT&T, which may be withheld
at AT&T's sole discretion. Except as otherwise requested or approved
by AT&T, Amdocs and its Subcontractors shall cease all use of AT&T
Owned Software upon the expiration or termination of this Agreement
and the completion of any Termination Assistance Services requested by
AT&T pursuant to SECTION 4.4(B)(6) and shall certify such cessation to
AT&T in a notice signed by an officer of Amdocs and each applicable
Subcontractor. THE AT&T OWNED SOFTWARE IS PROVIDED BY AT&T TO AMDOCS
IN GOOD WORKING ORDER, [**] FOR USE BY AMDOCS TO PROVIDE THE SERVICES.
(b) LICENSE TO THIRD PARTY SOFTWARE. Subject to [**], AT&T hereby grants
to Amdocs, for the sole purpose of performing the Services and solely
to the extent of AT&T's underlying rights, the same rights of access
and use as AT&T possesses under the applicable software licenses with
respect to AT&T licensed Third Party Software. AT&T also shall grant
such rights to Affiliates and Subcontractors designated by Amdocs if
and to the extent necessary for Amdocs to provide the Services;
provided that, [**]. Amdocs and its Subcontractors shall comply with
the duties, including use restrictions and those of nondisclosure,
imposed on AT&T by such licenses. In addition, [**] all of the terms
contained herein [**] shall include the terms specified in this
Section as well as those pertaining to the ownership of such Software
[**]. Except as otherwise requested or approved by AT&T (or the
relevant licensor), Amdocs and its Subcontractors shall cease all use
of such Third Party Software upon the expiration or termination of
this Agreement and the completion of any Termination Assistance
Services requested by AT&T pursuant to SECTION 4.4(B)(6). THE AT&T
LICENSED THIRD PARTY SOFTWARE IS PROVIDED BY AT&T TO AMDOCS IN GOOD
WORKING ORDER[**]. EXCEPT AS OTHERWISE SET FORTH HEREIN, AT&T
EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR
IMPLIED, AS TO SUCH AT&T LICENSED THIRD PARTY SOFTWARE, OR THE
CONDITION OR SUITABILITY OF SUCH SOFTWARE [**].
6.9 LICENSE TO AMDOCS OWNED MATERIALS AND THIRD PARTY SOFTWARE.
(a) LICENSE. Amdocs hereby grants to AT&T and the Eligible Recipients
(subject to SECTION 14.5(C)), at no additional Charge, an irrevocable
(but terminable in
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Contract No. 02026409
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accordance with the terms of this Agreement), non-exclusive,
non-transferable (except as otherwise provided in this Agreement),
fully paid up, royalty-free, worldwide right and license to permit
AT&T, the Eligible Recipients and any AT&T Third Party Contractor(s)
(that have entered into a non-disclosure agreement with Amdocs
(substantially similar to EXHIBIT 6) and that are not Direct Amdocs
Competitors, unless otherwise provided in SECTION 6.9(B)) to Utilize
the Amdocs Owned Materials and, [**], the Third Party Software as to
which Amdocs holds the license or for which Amdocs is financially
responsible under this Agreement (including related documentation,
methodology and tools) to the extent necessary to enjoy the rights and
receive the full benefit of this Agreement, including the Services and
Materials provided or offered hereunder to AT&T and the Eligible
Recipients during the term of this Agreement and any Termination
Assistance Services period but only in connection with the conduct of
AT&T's or the Eligible Recipients' business in the United States and
for customers and Affiliates based in the United States.
(b) SPECIAL CIRCUMSTANCES. Notwithstanding anything to the contrary, [**]
as licensed to AT&T or any Eligible Recipient (and other Proprietary
Information related thereto) if:
(i) Amdocs provides written consent, or
(ii) [**] is being engaged (A) [**] by Amdocs that has a [**], or
(B) as a result of Amdocs' refusal to provide a Service Revision
proposal in accordance with this Agreement or a commercially
reasonable estimate for the level of effort associated with a
Chargeable Enhancement (either (A) or (B), if there are no
reasonably available [**] known to AT&T that do not (and are not
likely to) have a direct or indirect adverse impact (e.g., a
significant additional cost, delay, or delivery or operational
risk), a "SPECIAL CIRCUMSTANCE"). For the avoidance of doubt, the
Parties agree that Special Circumstances shall not be deemed to
exist if Amdocs makes available to AT&T for [**]. AT&T shall
notify Amdocs when it believes Special Circumstances exist [**].
In the event Amdocs reasonably disputes the existence of such
Special Circumstance(s), Amdocs will so notify AT&T, [**]: (1)
Amdocs' written consent; (2) dispute resolution pursuant to this
Agreement; or (3) a decision from a competent authority pursuant
to this Agreement.
Subject to the other provisions of this Agreement, AT&T shall assume
full responsibility [**] and take all reasonable measures to ensure
that the Proprietary Information is not disclosed or used in
contravention of this Agreement. The foregoing includes (A) using all
commercially reasonable efforts to [**] to
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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execute EXHIBIT 6 with Amdocs and, [**] written nondisclosure
requirements with AT&T (or the applicable Eligible Recipient) (for the
benefit of Amdocs) reasonably consistent with the confidentiality and
proprietary rights provisions of this Agreement and which at a minimum
provide that (w) [**] provide services for AT&T or an applicable
Eligible Recipient, (x) [**] with respect to AT&T and the Eligible
Recipients, (y) at the conclusion of its performance of such services
[**], and (z) the [**] to audit [**] compliance with the foregoing,
which audit AT&T shall conduct (or have conducted) upon Amdocs'
reasonable request, and (B) with respect to [**]. AT&T shall provide
the relevant portions of such agreement between AT&T and the [**].
[**].
Amdocs' [**] and provided further that Amdocs may, in its sole
discretion with respect to such consent, [**].
6.10 NOTICE OF DEFAULTS.
AT&T and Amdocs shall promptly inform the other Party in writing of any
material breach of, or misuse or fraud in connection with, any Third Party
Contract, Equipment Lease or Third Party Software license used in
connection with the Services of which it becomes aware and shall cooperate
with the other Party to prevent or stay any such breach, misuse or fraud.
6.11 AT&T DISCOVERED AGREEMENTS.
If at any time after the Commencement Date, [**] should have been [**],
then AT&T shall have [**] for all purposes of this Agreement effective from
and after the Commencement Date, provided that Amdocs shall [**] under this
SECTION 6.11 [**], for each Contract Year, [**] for such Contract Year.
[**] for a Contract Year [**] for such Contract Year, Amdocs shall [**] for
periods beginning on the Commencement Date).
As requested by AT&T, the Parties agree [**] in connection with New
Services or the addition of a Potential Eligible Recipient.
7. SERVICE LEVELS
7.1 GENERAL.
Amdocs shall perform the Services at (i) the levels of accuracy, quality,
completeness, timeliness, responsiveness and productivity that meet high
standards of the directory publishing software and software service
industries or (ii) if higher, the documented or
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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otherwise verifiable levels of accuracy, quality, completeness, timeliness,
responsiveness and productivity received by AT&T or the Eligible Recipients
prior to the Commencement Date.
7.2 RESERVED.
7.3 COMPLIANCE WITH SERVICE LEVELS.
(a) ULTIMATE AMDOCS RESPONSIBILITY. Amdocs shall be responsible for
meeting or exceeding the applicable Service Levels (even where doing
so is dependent on the provision of Services by its Subcontractors),
except as otherwise provided in SECTIONS 9.14, 10.2, or SECTION 19 of
SCHEDULE G.
(b) SERVICE LEVEL [**]. Amdocs recognizes that AT&T is paying Amdocs [**],
then Amdocs shall [**] specified in SCHEDULE G ("SERVICE LEVELS" and
"[**]") in [**]. However, if AT&T [**], Amdocs shall [**] giving rise
to such recovery.
7.4 PROBLEM ANALYSIS.
If Amdocs fails to provide Services in accordance with the Service Levels
and this Agreement, Amdocs shall (after restoring service or otherwise
resolving any immediate problem): (i) promptly investigate and report on
the causes of the problem; (ii) provide a Root Cause Analysis of such
failure as soon as practicable after such failure or AT&T's request; (iii)
use all commercially reasonable efforts to implement remedial action and
begin meeting the Service Levels as soon as practicable; (iv) advise AT&T
of the status of remedial efforts being undertaken with respect to such
problem; and (v) demonstrate to AT&T's reasonable satisfaction that the
causes of such problem have been or will be corrected on a permanent basis.
Amdocs shall use [**]; provided that, [**], Amdocs shall [**] and shall
notify AT&T [**]. [**]. Amdocs shall [**].
7.5 MEASUREMENT AND MONITORING.
Amdocs shall implement measurement and monitoring tools and metrics as well
as standard reporting procedures, all as set forth in SCHEDULE G or
otherwise acceptable to AT&T, to measure and report Amdocs' performance of
the Services against the applicable Service Levels. AT&T [**] shall have
[**]. Amdocs shall [**]. Amdocs also shall [**] by Amdocs [**] with their
use.
7.6 [**].
(a) [**]. Amdocs shall engage independent third parties (such third
parties to be approved in advance and in writing by AT&T) to [**].
Amdocs shall be
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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[**]pursuant to this SECTION 7.6. For avoidance of doubt, the scope of
such [**] the AT&T Real Yellow Pages.
(b) [**]. [**], AT&T may [**] by AT&T. [**], Amdocs shall [**].
(c) [**]. [**] pursuant to SECTION 7.6 [**], Amdocs shall [**]. AT&T and
Amdocs shall [**]; provided, that the [**]. Amdocs' [**] Amdocs and
the [**] shall be completed. Following [**], Amdocs will [**].
7.7 NOTICE OF DEFAULT.
If Amdocs [**] under this Agreement or any other [**], or (ii) that has
[**] Amdocs shall [**] and Amdocs and AT&T shall [**].
8. PERSONNEL.
SECTIONS 8.1 and 8.2 apply to the applicable [**] prior to the FARA
Effective Date. After the FARA Effective Date, other AT&T Personnel [**],
pursuant to SCHEDULE M.B.
8.1 ORIGINAL TRANSITIONED PERSONNEL.
(a) [**].
(i) [**]. [**] after the Effective Date, Amdocs shall [**]. Included
with [**]. Amdocs shall [**]. Amdocs [**] In no event shall [**]
(ii) [**] Amdocs shall [**] hereunder.
(iii) [**], Amdocs shall [**] hereunder.
(iv) [**], Amdocs shall [**] hereunder.
(v) [**]. Amdocs shall [**] in connection with this Agreement, [**].
(vi) [**], Amdocs shall [**] hereunder.
(b) ADDITIONAL TRANSITIONED EMPLOYEES. [**] following the Commencement
Date, [**] shall be as set forth in this ARTICLE 8, [**] as
Transitioned Employees [**].
(c) [**] TRANSITIONED EMPLOYEES. [**] following the Commencement Date,
[**] one or more Transitioned Employees [**]. Amdocs shall [**] any
such Transitioned Employee. AT&T shall [**].
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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(d) [**]. Amdocs shall [**] Transitioned Employee [**] Amdocs shall [**]
the Transitioned Employees, [**] the Commencement Date, [**] the
Commencement Date [**] Transitioned Employees [**] the Commencement
Date, [**], provided, however, that Amdocs shall [**]. There shall be
[**] the Commencement Date. For purposes of this provision, [**] the
Transitioned Employee's [**]. Amdocs may, [**] with Amdocs. [**]
Transitioned Employee [**], Amdocs may consider such Transitioned
Employee [**] Transitioned Employee. If a Transitioned Employee's [**]
by Amdocs [**] with Amdocs, Amdocs shall [**] Transitioned Employee
[**] on the Effective Date[**]the Transitioned Employee [**] on the
date [**]. For the purposes of the foregoing, [**] Transitioned
Employees [**] to the Commencement Date, but Amdocs shall [**],
provided, however, that Amdocs shall [**].
(e) [**]. This Agreement is not intended to [**]. Amdocs will [**].
(f) [**]. To the extent [**] Amdocs, Amdocs shall [**] with this ARTICLE
8.
(g) [**]. [**], Amdocs shall have [**] the Commencement Date, [**]
applicable contractor.
8.2 ORIGINAL EMPLOYEE BENEFIT PLANS.
(a) GENERAL. Except as otherwise provided in this ARTICLE 8, Amdocs shall
[**]that are made [**]. Amdocs has [**]. During the term of this
Agreement and any extensions thereof, [**] shall be[**], except as
provided below.
(b) [**]. Except as otherwise provided in this ARTICLE 8, the [**], shall
be [**], as applicable.
(c) [**]. Subject to the [**] will be determined by Amdocs; provided,
however, that [**] in accordance with SECTION 8.2(A), and ([**].
(d) [**]. Amdocs will [**]. Amdocs will [**] the Commencement Date.
(e) [**]. AT&T will [**] in accordance with the [**]. With respect to all
[**] as follows:
(i) AT&T [**] the Commencement Date, [**] Transitioned Employee [**].
(ii) Amdocs will [**].
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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(iii) Amdocs will [**] in accordance with SECTION 8.2(E)(VI) [**].
Amdocs shall [**].
(iv) Amdocs will [**] in accordance with SECTION 8.2(E)(VI) [**].
Amdocs shall [**].
(v) Amdocs will [**] in accordance with SECTION 8.2(E)(VI) [**].
Amdocs shall [**] by Amdocs.
(vi) [**] SECTION 8.2(E)(III) and SECTION 8.2(E)(IV) shall [**]
described in SECTION 8.2(E)(I), [**]. [**] SECTION 8.2(E)(V)
shall [**] described in SECTION 8.2(E)(I) above, [**].
(f) [**]. [**]. During the term of this Agreement, Amdocs shall [**].
Amdocs shall [**] in accordance with SECTION 8.2(A).
(g) [**]. [**] provided by Amdocs [**].
(h) [**]. [**] Amdocs [**] as set [**]. AT&T shall [**], Amdocs shall
[**].
(i) [**]. [**] Amdocs [**].
(j) [**]. Subject to the provisions of SECTION 8.1(A), [**] shall be [**]
Amdocs [**] in accordance with SECTION 8.2(A) [**], Amdocs shall [**]
would have [**] shall be [**]. For the purposes of the foregoing, [**]
the Commencement Date, [**], provided, however, that Amdocs shall
[**].
(k) [**]. [**].
(l) [**].
(i) [**]. [**] as provided in the applicable [**].
(ii) [**]. Amdocs shall [**] for this purpose in accordance with
SECTION 8.2(A).
(m) [**]. AT&T will [**].
(n) [**]. Amdocs shall [**].
8.3 OTHER EMPLOYEE MATTERS.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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As of the Employment Effective Date, the Transitioned Employees shall be
employees of Amdocs for all purposes. Amdocs shall be responsible [**] for
paying any compensation and remitting any income, disability, withholding
and other employment taxes for such Transitioned Employees beginning on the
Employment Effective Date. Unless otherwise agreed, AT&T shall be
responsible for (i) funding and distributing benefits under the AT&T
benefit plans in which Transitioned Employees participated prior to the
Employment Effective Date, (ii) for paying any compensation and remitting
any income, disability, withholding and other employment taxes for such
Transitioned Employees and (iii) any other employment-related claim not
arising out of the transactions contemplated by this Agreement for the
period prior to the Employment Effective Date of such Transitioned
Employee. Subject to Transitioned Employee consent where required, and
subject to applicable Law, AT&T shall provide Amdocs with such information
in AT&T's possession reasonably requested by Amdocs in order to fulfill its
obligations under this ARTICLE 8.
8.4 KEY AMDOCS PERSONNEL AND CRITICAL SUPPORT PERSONNEL.
(a) [**] KEY AMDOCS PERSONNEL.
(i) [**] Key Amdocs Personnel [**].
(ii) Amdocs shall [**]. Amdocs shall [**], shall provide [**], and
shall provide [**] as may be [**]. [**]. If the Parties [**].
(iii) AT&T may [**] under this Agreement [**]. The Parties intend to
review the foregoing no less than annually with respect to Amdocs
Personnel that perform Legacy Services for BAPCO.
(b) [**] KEY AMDOCS PERSONNEL. Amdocs shall [**] under this Agreement. In
the event [**], Amdocs shall [**]. Amdocs shall [**] in accordance
with SECTION 8.4(A)(II), and [**] under this Agreement. [**].
(c) [**] PERSONNEL. Amdocs shall [**] under this Agreement. In the event
[**], Amdocs shall [**].
(d) [**]. Amdocs will [**].
8.5 [**].
[**] (as described in SECTION 8.4(B)) [**].
8.6 [**] KEY AMDOCS PERSONNEL.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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[**] Amdocs Personnel [**] the extent to which Amdocs has [**] under this
Agreement. AT&T shall [**] identified above [**].
8.7 AMDOCS PERSONNEL ARE NOT AT&T EMPLOYEES.
Except as otherwise expressly set forth in this Agreement, the Parties
intend to create an independent contractor relationship and nothing in this
Agreement shall operate or be construed as making AT&T or Amdocs partners,
joint venturers, principals, joint employers, co-employers, agents or
employees of or with the other. No officer, director, employee, agent,
Affiliate, contractor or subcontractor retained by Amdocs to perform work
on AT&T's behalf hereunder shall be deemed to be an officer, director,
employee, agent, Affiliate, contractor or subcontractor of AT&T for any
purpose. Amdocs, not AT&T, has the right, power, authority and duty to
supervise and direct the activities of the Amdocs Personnel and to
compensate such Amdocs Personnel for any work performed by them on AT&T's
behalf pursuant to this Agreement. Amdocs shall be responsible and
therefore solely liable for all acts and omissions of Amdocs Personnel.
8.8 REPLACEMENT, QUALIFICATIONS, AND RETENTION OF AMDOCS PERSONNEL.
(a) SUFFICIENCY AND SUITABILITY OF PERSONNEL. Amdocs shall assign (or
cause to be assigned) sufficient Amdocs Personnel to provide the
Services in accordance with this Agreement and such Amdocs Personnel
shall possess suitable competence, ability and qualifications and
shall be properly educated and trained for the Services they are to
perform.
(b) REQUESTED REPLACEMENT. In the event that AT&T determines that the
continued assignment to AT&T of any Amdocs Personnel (including Key
Amdocs Personnel) is not in the best interests of AT&T, then AT&T
shall give Amdocs' Human Resources Director written notice to that
effect requesting that such Amdocs Personnel be replaced. Promptly
after Amdocs' receipt of such a request by AT&T, the Parties will
discuss in good faith appropriate corrective measures designed to
address AT&T's concerns (such agreement not to be unreasonably
withheld by either Party), which shall commence [**] after the Parties
begin to discuss corrective measures. If: (i) [**] after the
commencement of agreed-upon corrective measures, the Parties are
unable to agree that the corrective measurements have resolved the
problem; or (ii) at any time, AT&T reasonably believes such Amdocs
Personnel will create legal liability to AT&T or an Eligible
Recipient, then Amdocs shall, upon AT&T's request, replace (or cause
to be replaced) as promptly as possible such Amdocs Personnel with an
individual of suitable ability and qualifications, without cost to
AT&T. Nothing in this
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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provision shall operate or be construed to limit Amdocs'
responsibility for the acts or omission of the Amdocs Personnel.
(c) [**].
(i) Amdocs agrees that [**] Amdocs Personnel [**] during the term of
the Agreement will [**] of Services provided to AT&T and the
Eligible Recipients. Amdocs will keep [**] possible.
(ii) Without limiting AT&T's rights or remedies or Amdocs' obligations
under this Agreement, if Amdocs [**] as determined below, Amdocs
shall [**] as shown in the table below:
[**]
-----------
[**] [**]
---- ---
[**] [**]
[**] [**]
The foregoing [**] does not [**] under this Agreement or that the
[**].
(iii) Amdocs shall [**] following the FARA Effective Date to AT&T. For
purposes of [**], (i) Amdocs shall [**]after the FARA Effective
Date and [**] thereafter, (ii) [**] permitted under this
Agreement and [**] to AT&T shall be [**] the [**], and (iii)
[**].
(d) [**]. Amdocs shall comply with the requirements of EXHIBIT 9A and
EXHIBIT 9B.
(e) [**] ON PERFORMING SERVICES [**]. [**] performing Services on a [**].
(f) [**] EMPLOYEES. [**] to provide Services [**].
(g) CONFIDENTIALITY AND INVENTION AGREEMENT.
(i) Prior to any Amdocs Personnel accessing any AT&T Owned Software
or Third Party Software provided by AT&T to Amdocs, said Amdocs
Personnel shall execute a copy of the Confidentiality and
Invention ("C&IA") Agreement, attached hereto as EXHIBIT 7.
(ii) For existing Amdocs Personnel, Amdocs will require any such
Amdocs Personnel to execute the C&IA and send via fax or scanned
copy to AT&T's IT Directory Solutions Support Manager as soon as
possible.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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(iii) For any Amdocs Personnel subsequently assigned to perform
Services on AT&T's behalf, prior to said Amdocs Personnel having
access to any such Software, including without limitation logging
onto AT&T's network, Amdocs will be required to ensure AT&T
receives an executed C&IA from each such Amdocs Personnel. Amdocs
shall send the C&IA via fax or scanned copy to AT&T's IT
Directory Solutions Support Manager for receipt prior to such
access.
(iv) The address for AT&T's IT Directory Solutions Support Manger is:
AT&T IT Directory Solutions Support Manager
000 X. Xxx Xxxxxx
Xxxx XX 00000
Telephone Number: 000-000-0000
Fax number: 000-000-0000
(h) ELECTRONIC PRIVACY POLICY. Amdocs Personnel shall abide by the
following policy AT&T has established for all electronic information
systems:
(i) AT&T electronic and computer resources are provided for the
transaction of company business. The policy of AT&T with respect
to information in electronic media (including but not limited to
programs, databases, files, e-mail records) is no different from
the policy concerning paper records. While AT&T at all times
retains the right to inspect, record and/or remove all
information made or kept by employees utilizing company
resources, such inspection, recording, or removing takes place
only on the basis of company need. Need includes but is not
limited to management's determination that reasonable cause
exists for belief that laws, AT&T policies or management
directives have been, are being, or may be broken or violated.
(ii) Protection of AT&T systems/networks: Amdocs Personnel shall
follow all AT&T policies including AT&T privacy policy. Amdocs
shall provide AT&T with such assistance as AT&T may reasonably
require in fulfilling its responsibilities under the respective
applicable Privacy Laws.
8.9 TRAINING/CAREER OPPORTUNITIES.
Amdocs shall [**].
8.10 CONDUCT OF AMDOCS PERSONNEL.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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(a) CONDUCT AND COMPLIANCE. While at AT&T Sites, Amdocs Personnel shall
(i) comply with the AT&T Rules and other rules and regulations
regarding personal and professional conduct generally applicable to
personnel at such AT&T Sites (and communicated orally or in writing to
Amdocs or Amdocs Personnel or made available to Amdocs or Amdocs
Personnel by conspicuous posting at an AT&T Site, electronic posting
or other means generally used by AT&T to disseminate such information
to its employees or contractors), (ii) comply with reasonable requests
of AT&T personnel pertaining to personal and professional conduct, and
(iii) otherwise conduct themselves in a businesslike manner.
(b) IDENTIFICATION OF AMDOCS PERSONNEL. All Amdocs Personnel shall clearly
identify themselves as Amdocs Personnel and not as employees of AT&T.
This shall include any and all communications, whether oral, written
or electronic. Each Amdocs Personnel shall wear a badge indicating
that he or she is not an employee of AT&T.
(c) RESTRICTION ON MARKETING ACTIVITY. Except for marketing
representatives agreed to by Amdocs and AT&T, none of the Amdocs
Personnel shall conduct any marketing activities at AT&T, other than,
subject to SECTION 13.3, reporting potential marketing opportunities
to Amdocs' designated marketing representatives.
8.11 SUBSTANCE ABUSE.
Amdocs shall immediately remove (or cause to be removed) any Amdocs
Personnel who is known to be or reasonably suspected of engaging in
substance abuse while on an AT&T Site, in an AT&T vehicle or while
performing Services. In the case of reasonable suspicion, such removal
shall be pending completion of the applicable investigation. Substance
abuse includes the sale, attempted sale, possession or use of illegal
drugs, drug paraphernalia, or, to the extent not permitted on AT&T Sites,
alcohol, or the misuse of prescription or non-prescription drugs. Amdocs
represents and warrants that it has and will maintain a substance abuse
policy and that such policy will be applicable to all Amdocs Personnel
performing Services under this Agreement. Amdocs represents and warrants
that it shall require its Subcontractors and Affiliates providing Services
to have and maintain such policy and practices and to adhere to this
provision.
8.12 UNION AGREEMENTS AND WARN ACT.
(a) NOTICE BY AMDOCS. Amdocs shall provide AT&T not less than ninety (90)
days notice of the expiration of any collective bargaining agreement
with unionized Amdocs Personnel if the expiration of such agreement or
any resulting labor
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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dispute could potentially interfere with or disrupt the business or
operations of AT&T or an Eligible Recipient or impact Amdocs' ability
to timely perform its duties and obligations under this Agreement.
(b) WARN ACT COMMITMENT. Amdocs shall not cause any of the Transitioned
Employees to suffer "employment loss" as that term is construed under
the WARN Act, if such employment loss could create any liability under
the WARN Act for AT&T, the Eligible Recipients, or its or their
Affiliates, unless Amdocs delivers notices under the WARN Act in a
manner and at a time such that AT&T, the Eligible Recipients, or its
or their Affiliates bear no liability with respect thereto.
(c) RESPONSIBILITY. Amdocs shall be responsible for any liability, cost,
claim, expense, obligation or sanction attributable to any breach by
Amdocs of SECTION 8.12(A) that results in AT&T or the Eligible
Recipients being in violation of the WARN Act or the regulations
promulgated thereunder.
9. AMDOCS RESPONSIBILITIES.
9.1 POLICY AND PROCEDURES MANUAL.
(a) DELIVERY AND CONTENTS. [**], Amdocs shall provide to AT&T and the
other Eligible Recipients a manual describing the policies and
procedures that will govern the provision of the Services, including
the content required by SCHEDULE E, PART 6 and those policies and
procedures of AT&T and the other Eligible Recipients that AT&T may
designate from time to time (the "POLICY AND PROCEDURES MANUAL"). At a
minimum, the Policy and Procedures Manual shall include the following:
(i) the procedures for AT&T/Amdocs interaction and communication,
including (i) call lists; (ii) procedures for and limits on
direct communication by Amdocs with AT&T personnel; (iii) problem
management and escalation procedures; (iv) priority and project
procedures; (v) acceptance testing; (vi) testing and
demonstration procedures; and (vii) quality assurance procedures
and checkpoint reviews; and
(ii) practices and procedures addressing such other issues and matters
as the Parties shall agree.
Amdocs shall [**].
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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(b) COMPLIANCE. Amdocs shall perform the Services in accordance with the
Policy and Procedures Manual. In the event of a conflict between the
provisions of this Agreement and the Policy and Procedures Manual, the
provisions of this Agreement shall control unless the Parties
expressly agree otherwise and such agreement is set forth in the
relevant portion of the Policy and Procedures Manual including but not
limited to Service Level metric definitions and targets as set forth
in SCHEDULE G. To the extent that future additions or modifications to
the Policy and Procedures Manual materially increase Amdocs' aggregate
costs of performance of the Services, the Parties will address such
impact through the provisions of SECTION 9.5.
(c) MODIFICATION AND UPDATING. Amdocs shall promptly modify and update the
Policy and Procedures Manual monthly to reflect changes in the
operations or procedures described therein and to comply with AT&T's
Strategic Decisions as described in SECTION 9.4 and to reflect the
BAPCO Consolidation, Transition Services, and Modernization Services.
Amdocs shall provide the proposed changes in the manual to AT&T for
review, comment and approval. To the extent any such change could (i)
increase AT&T's total costs of receiving the Services; (ii) require
material changes to AT&T facilities, systems, software or equipment;
(iii) have a material adverse impact on the functionality,
interoperability, performance, accuracy, speed, responsiveness,
quality or resource efficiency of the Services, or (iv) violate or be
inconsistent with AT&T's Strategic Decisions, [**].
9.2 REPORTS.
(a) REPORTS. Amdocs shall provide AT&T with reports pertaining to the
performance of the Services and Amdocs' other obligations under this
Agreement sufficient to permit AT&T to monitor and manage Amdocs'
performance ("REPORTS"). The Reports to be provided by Amdocs shall
include those described in SCHEDULE R in the format and at the
frequencies provided therein. In addition, from time to time, AT&T may
identify additional Reports to be generated by Amdocs and delivered to
AT&T on an ad hoc or periodic basis. [**]. The Reports [**].
(b) BACK-UP DOCUMENTATION. As part of the Services, Amdocs shall provide
AT&T with such documentation and other information available to Amdocs
as may be reasonably requested by AT&T from time to time in order to
verify the accuracy of the Reports provided by Amdocs.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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(c) CORRECTION OF ERRORS. [**], Amdocs shall promptly correct any errors
or inaccuracies in or with respect to the Reports, or the information
or data contained in such Reports, caused by Amdocs or its agents,
Subcontractors, Managed Third Parties or third party product or
service providers.
9.3 QUALITY ASSURANCE.
(a) PROCESSES AND PROCEDURES. Amdocs shall develop and implement quality
assurance processes and procedures (including the procedures otherwise
specified in this SECTION 9.3) to ensure that the Services are
performed in an accurate and timely manner, [**]. Such procedures
shall include verification, checkpoint reviews, testing, acceptance,
and other procedures for AT&T to assure the quality and timeliness of
Amdocs' performance. Amdocs shall submit such processes and procedures
to AT&T for its review, comment and approval within [**] after the
Effective Date. Upon AT&T's approval, such processes and procedures
shall be included in the Policy and Procedures Manual. [**] the
Service Levels and other terms of this Agreement.
(b) [**]. Pursuant to the terms and conditions of [**] will have [**].
(c) MATERIALS QUALITY. Amdocs hereby agrees that Materials furnished
hereunder by Amdocs have or will have undergone or have or will have
been subject to appropriate quality control measures and procedures,
including performance measurements, testing, quality process reviews
or inspections prior to delivery to AT&T.
(d) SUPPLIER PERFORMANCE PROGRAM. Both Parties hereby agree to participate
in the Supplier Performance Program (hereinafter "PROGRAM") described
below. The Program is a program to assist Amdocs in self-identifying
areas of deficiency that may develop in Amdocs' performance as it
relates to fulfilling Amdocs' obligations under this Agreement.
Participation in or use of the Program does not negate or diminish
Amdocs' responsibilities as such participation or use relates to
Amdocs' requirements to perform its obligation as defined elsewhere in
this Agreement nor does such participation or use negate, diminish or
waive AT&T's rights or remedies as defined elsewhere in this
Agreement. If there is a conflict between the Program and other
sections of this Agreement the other sections of this Agreement shall
control. The Parties' intent is that documentation requirements under
the Program will be satisfied by other documentation obligations
provided for elsewhere in this Agreement. Accordingly, the Parties do
not anticipate that compliance with the Program will impose upon
Amdocs obligations above that otherwise provided for in this
Agreement.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Amdocs shall:
(i) Monitor its performance relative to certain measurable
performance indices such as product performance, service
performance, and on time delivery. Performance measurements
collected for the purposes of the Program (hereinafter "DATA")
will be defined by AT&T and communicated to Amdocs from time to
time.
(ii) Collect and report to AT&T the data relating to Amdocs'
performance. The data shall be entered by Amdocs in AT&T's Amdocs
Website (xxx.xxxxxxxxxxxx.xxx or its successors) in a format that
is designated by AT&T. Data will be collected and reported
periodically.
(iii) Conduct a self-evaluation of its performance based on the
analysis of the data reported. In those areas where Amdocs'
performance deviates from [**], Amdocs shall [**].
(iv) Cooperate fully with AT&T's supplier performance management team
to coordinate Amdocs' activities as they relate to the Program.
This includes but is not limited to participation in planning
meetings, audits, feedback sessions, and issue resolution.
AT&T shall:
(v) Define the data requirements that Amdocs will monitor and report.
(vi) Provide Amdocs with access to AT&T's supplier website for the
purposes of entering Amdocs' data.
(vii) Generate performance reports summarizing the data and provide
Amdocs with periodic feedback evaluating its performance. AT&T's
supplier performance management team will assist Amdocs in
resolving any internal AT&T issues that may impact Amdocs'
performance.
(e) AMDOCS RECOMMENDATIONS. At least once each Contract Year, Amdocs shall
[**], make written recommendations to AT&T with respect to the
efficiency and cost-effectiveness of the Services, including bringing
to AT&T's attention any existing or planned promotional offerings of
Amdocs, Service upgrades or additional services that Amdocs believes
may be of value to AT&T or an Eligible Recipient, and recommending
reconfigurations that optimize delivery of Services to Amdocs
efficiently and eliminate unwanted redundancy.
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The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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(f) SAVINGS CLAUSE. Nothing contained in this SECTION 9.3 will diminish
Amdocs' obligation to deliver Materials in conformance to Amdocs'
warranty obligations under this Agreement.
9.4 [**] STRATEGIC DECISIONS AND AUTHORITY.
(a) [**] STRATEGIC DECISIONS AND AUTHORITY. Notwithstanding any provision
in this Agreement to the contrary, [**]. Subject to the foregoing:
(i) Amdocs shall [**] provided, however, [**];
(ii) [**], AT&T shall [**].
(b) AMDOCS SUPPORT. [**], Amdocs shall provide assistance to AT&T, in (i)
AT&T's making of Strategic Decisions, (ii) defining information
technology architectures and standards, and (iii) preparing long-term
strategic information technology plans and short-term implementation
plans for such environment. The assistance to be provided by Amdocs
shall include (i) active participation with AT&T representatives on
permanent and ad-hoc committees and working groups addressing such
issues; (ii) assessments of the then-current architectures, standards
and systems; (iii) analyses of Strategic Decisions and/or
architectures, standards and systems in light of business priorities,
business strategies and competitive market forces identified by AT&T;
and (iv) recommendations regarding architectures and platforms,
software and hardware products, information technology strategies and
directions, and other enabling technologies. With respect to each
recommendation, Amdocs shall provide high level estimates and analyses
of the following: (i) cost projections and cost/benefit analyses; (ii)
the changes, if any, in the personnel and other resources required to
operate and support the changed environment; (iii) the resulting
impact on AT&T's information technology costs; (iv) the expected
performance, quality, responsiveness, efficiency, reliability and
other service levels; and (v) general plans and high level projected
time schedules for development and implementation.
(c) [**]
(i) [**]
(ii) [**]
(iii) [**]
(iv) [**]
9.5 CHANGE CONTROL AND NEW SERVICES.
(a) COMPLIANCE WITH CHANGE CONTROL PROCEDURES. In making any Change, the
Parties shall comply with the change control procedures specified in
Section 4.0 of SCHEDULE E, PART 3 [**] and is further described in the
Policy and Procedures
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distribution within those companies or for distribution outside those companies
except by written agreement.
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Manual and shall use the change control system and tools specified by
AT&T. Prior to making any Change or using any new Software or
Equipment to provide the Services, Amdocs shall have verified by
appropriate testing that the change or item has been properly
installed, is in Compliance and is performing its intended functions
in a reliable manner and is compatible with and capable of operating
as part of the AT&T environment. This obligation shall be in addition
to any unit testing done by Amdocs as part of routine deployment or
installation of Software or Equipment.
(b) PROCEDURES FOR CHANGES. The following procedures, as further detailed
in the Policy and Procedures Manual, shall apply to each Change:
(i) AT&T or Amdocs may submit a high level description of any desired
Change, together with a description of the reasons for such
Change (collectively, a "CHANGE REQUEST") for initial business
and technical review and prioritization.
(ii) Amdocs will review the Change Request and provide the applicable
items designated in SECTION 9.5(C), including possible
alternatives and a high level estimate of the impact on the
Charges or Annual Development Budget if such Change Request were
implemented.
(iii) As requested by AT&T, Amdocs, with AT&T's collaboration as
reasonably requested by Amdocs, will further refine such initial
estimate and prepare a firm proposal for such Change Request in
accordance with this SECTION 9.5 and such proposal shall include
all applicable Charges: Charges for the Change Request, any
changes in the Charges (or other financial variables or
parameters relating thereto, including Base Service Charges,
Envelope Parameters, unit rates, Thresholds, and Outer Markers)
for the applicable Services, and any other costs for which AT&T
is responsible.
(iv) The applicable committee will then review the Change Request
proposal and any other appropriate information regarding the
proposed Change.
(v) If AT&T determines that it desires to proceed with the proposed
Change, it will so notify Amdocs in writing.
(vi) [**], Amdocs will [**].
(c) CHANGES, SERVICE REVISION AND NEW SERVICES.
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distribution within those companies or for distribution outside those companies
except by written agreement.
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(i) SERVICE REVISION. Without limiting Amdocs' other obligations, in
the event AT&T requests a Change (A) that is not then to be
provided or performed by Amdocs or then otherwise required of
Amdocs under this Agreement and (B) there is no current charging
methodology in SCHEDULE J for such Change (each a "SERVICE
REVISION"), AT&T shall notify Amdocs of such Change. Amdocs shall
promptly evaluate such requested Service Revision to determine
the impact of such Service Revision on the Services, including
any impact on the Charges therefor, which determination shall be
made in accordance with this Section. If such assessment
indicates a change in the Charges, Amdocs shall also prepare for
AT&T a proposal (a "SERVICE REVISION PROPOSAL") [**] describing
in detail the impact of such Change, including the impact on
Charges relating to such Change. The Parties shall discuss and
modify such assessment or Service Revision Proposal, as
applicable[**], as applicable, Amdocs shall [**], as agreed.
[**], Amdocs shall [**] to the dispute resolution process set
forth in ARTICLE 19. For purposes of the foregoing:
(1) [**] REVISION. To the extent the Service Revision requested
by AT&T:
- [**] by Amdocs, or
- requires [**] by Amdocs that [**] in effort,
resources or expense required of Amdocs, including
through [**] of the Services as so changed,
then [**].
(2) [**] REVISION. To the extent the Service Revision requested
by AT&T [**] by Amdocs that [**] in effort, resources or
expense and there is no [**] for such Service Revision,
[**].
(3) [**] REVISION. To the extent the Service Revision requested
by AT&T [**], the [**].
(ii) NEW SERVICES. If AT&T requests that Amdocs perform any New
Services or a Service Revision is deemed to be a New Service,
Amdocs shall promptly prepare a proposal for AT&T's
consideration. Unless otherwise agreed by the Parties, Amdocs
shall prepare such proposal [**] and shall deliver such proposal
to AT&T [**] after its receipt of AT&T's original request, or as
otherwise agreed between the Parties; provided, however,
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distribution within those companies or for distribution outside those companies
except by written agreement.
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that Amdocs shall use all commercially reasonable efforts to
respond more quickly in the case of a pressing business need or
an emergency situation. AT&T shall provide such information as
Amdocs reasonably requests in order to prepare such proposal.
Such proposal shall include, among other things, (i) a detailed
plan [**] for the New Service [**], (ii) a detailed breakdown of
such estimate, (iii) a schedule for commencing and completing the
New Service, (iv) a description of any new hardware or software
to be provided by Amdocs in connection with the New Service, (v)
a description of the software, hardware and other resources
necessary to provide the New Service, (vi) any additional
facilities or labor resources to be provided by AT&T in
connection with the proposed New Service, and (vii) if
applicable, [**] the proposed New Service. AT&T may accept or
reject any proposal in its sole discretion and Amdocs shall not
be obligated to perform any New Services to the extent the
applicable proposal is rejected. Unless the Parties otherwise
agree, if AT&T accepts Amdocs' proposal, Amdocs and AT&T shall
sign an Order for such New Services containing the agreed to
resolution of the items required to be included in such proposal
set forth above, and Amdocs will perform the New Services and be
paid in accordance with such Order and the provisions of this
Agreement. In the case of a conflict between the provisions of
this Agreement and the express provisions of an Order, the
provisions of the Order will prevail as to such conflict,
provided that the Order shall be construed in a manner consistent
with the terms of this Agreement to the fullest extent possible.
An Order may be modified only in writing by the Parties, and
shall be binding on the Parties only when executed, confirmed or
acknowledged in writing by both Parties. Upon AT&T's acceptance
of an Amdocs proposal for New Services, the scope of the Services
will be expanded and this Agreement will be modified to include
such New Services. [**] Amdocs shall [**] Amdocs shall use
commercially reasonable efforts to identify [**], and (3) Amdocs
shall [**], provided that [**].
(iii) [**]. Notwithstanding anything to the contrary, the [**].
(d) RESERVED.
(e) DEFAULT COSTS RELATING TO CHANGES. Unless otherwise specified in
SCHEDULE E or otherwise explicitly approved by AT&T in accordance with
SECTION 9.5, [**] all charges, fees and costs associated with any
Change, including all charges, fees and costs associated with (i) the
design, installation, implementation, testing and rollout of a Change,
(ii) any modification or enhancement to, or substitution for,
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distribution within those companies or for distribution outside those companies
except by written agreement.
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any impacted Software, Equipment or System, (iii) any increase in the
cost of operating, maintaining or supporting any impacted Software,
Equipment or System, and (iv) any increased Charges for the
Outsourcing Services to the extent resulting from a Change.
(f) RESERVED.
(g) [**]. Amdocs shall [**] the Services; (ii) require material changes to
AT&T facilities, systems, software, utilities, tools or equipment;
(iii) require [**]; (iv) have [**] as specified in SECTION 9.4 [**] to
which [**].
(h) TEMPORARY EMERGENCY CHANGES. Notwithstanding the foregoing, Amdocs may
make temporary Changes required by an emergency [**]. Amdocs shall
document and report such emergency Change to AT&T [**] the Change is
made. Such Changes shall not be implemented on a permanent basis [**].
(i) IMPLEMENTATION. Unless otherwise agreed to by the Parties, Amdocs will
schedule and implement all Changes to be performed or provided by
Amdocs so as not to (i) materially disrupt or adversely impact the
business or operations of AT&T or the Eligible Recipients, (ii)
degrade the Services then being received by them; or (iii) reduce the
Service Levels.
(j) PLANNING AND TRACKING. [**], Amdocs will prepare a [**] "look ahead"
schedule for ongoing and planned System Changes (and other applicable
Changes) [**]. The status of such Changes will be monitored and
tracked by Amdocs against the applicable schedule.
(k) NEW ELIGIBLE RECIPIENTS. From time to time AT&T may request that
Amdocs provide Services to a Potential Eligible Recipient and such
Potential Eligible Recipient shall become an Eligible Recipient. Any
conversion, implementation, and other non-recurring services
associated with such activities shall be determined in accordance with
this SECTION 9.5. The Charges associated with such new Eligible
Recipient shall be calculated in accordance with SCHEDULE J.
(l) [**]. AT&T may [**] under the provisions of this Agreement and (ii)
Amdocs [**].
(m) SERVICES EVOLUTION AND MODIFICATION. The Parties anticipate that the
Services will evolve and be supplemented, modified, enhanced or
replaced over time to keep pace with technological advancements and
improvements in the methods of
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distribution within those companies or for distribution outside those companies
except by written agreement.
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delivering services. The Parties acknowledge and agree that these
changes will modify the "Services" and may result in New Services.
(n) ELIGIBLE RECIPIENT REQUESTS. Amdocs will promptly inform the AT&T
Contract Office of requests for New Services from Eligible Recipients,
and shall submit any proposals for New Services to the AT&T Contract
Office or its designee. Amdocs shall [**], Amdocs shall not be deemed
to be in breach of any obligation to provide New Services to such
Eligible Recipient[**] this SECTION 9.5(N[**] this SECTION 9.5(N).
(o) PROJECT PROPOSALS. To the extent required under this Agreement or the
Policy and Procedures Manual, Amdocs shall prepare a project proposal
in accordance with this SECTION 9.5 prior to beginning such project.
AT&T may accept or reject such project proposal in its sole
discretion. Amdocs Personnel assigned to perform projects shall
possess the training, education, experience, competence and skill to
perform such work. The AT&T Contract Office or its designee shall
define and set the priority for such projects. Amdocs shall [**].
Amdocs shall use commercially reasonable efforts [**] the work to be
performed by Amdocs, [**].
(p) [**]. From time to time, [**], Amdocs shall [**]. AT&T shall [**]; and
Amdocs shall [**] the terms of this Agreement [**] to this Agreement.
(q) INFORMATION FOR EXERCISE OF STRATEGIC DECISIONS AUTHORITY. In order to
facilitate AT&T's Strategic Decisions, architecture, standards and
plans pursuant to SECTION 9.4, Amdocs will provide AT&T with such
information as AT&T shall reasonably require with respect to any such
proposed Change Request.
9.6 SOFTWARE CURRENCY.
(a) CURRENCY OF SOFTWARE. Subject to and in accordance with SECTIONS
6.3(A), 6.4, 6.5, 6.6, 9.4, 9.5, 9.6(C) and SCHEDULE J, Amdocs agrees
to maintain reasonable currency for all Software for which it is
financially responsible under this Agreement and to provide
maintenance and support for new releases and versions of Software for
which it is operationally responsible. [**], (i) Amdocs shall [**] or
as otherwise [**], and (ii) Amdocs shall [**] include (i) providing
and supporting [**]; (ii) supporting [**]; and (iii) providing support
for [**] on the Commencement Date [**] and with the following [**]
shall be [**]; and (ii) [**]. Further, [**] on the Commencement Date
[**]. Notwithstanding the foregoing, [**], Amdocs will [**].
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distribution within those companies or for distribution outside those companies
except by written agreement.
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(b) REPLACEMENT THIRD PARTY SOFTWARE. At any time during the Term, if
Third Party Software, then currently used to provide the Services,
ceases to be commercially available or suitable for use to provide the
Services, Amdocs will take the lead in investigating a
successor/replacement for such Third Party Software. AT&T and Amdocs
shall jointly evaluate, technically review, and select a replacement
product to use ("REPLACEMENT THIRD PARTY SOFTWARE"). The final
determination of the Replacement Third Party Software shall be at the
sole discretion of AT&T; provided, however, Amdocs' financial
responsibility for any such Replacement Third Party Software directed
by AT&T shall not exceed the costs associated with the last available
upgrade cost of the Third Party software being replaced plus ten
percent (10%) and AT&T shall be responsible for any costs of such
Replacement Third Party Software above 110% of the cost of the last
available upgrade cost of the Third Party Software being replaced.
Notwithstanding this decision, all terms in SECTION 6.4(A) will
continue to apply.
(c) EVALUATION AND TESTING. Prior to installing a new Major Release or
Minor Release, Amdocs shall evaluate and test such Release to verify
that it will perform in accordance with this Agreement and the
architectures [**] of the Services. The evaluation and testing
performed by Amdocs shall [**] under such circumstances.
(d) APPROVAL BY AT&T. Notwithstanding SECTION 9.6(A), Amdocs shall confer
with AT&T prior to installing any Major Release or Minor Release,
shall provide AT&T with the results of its testing and evaluation of
such Major Release or Minor Release [**]. Amdocs shall [**].
(e) UPDATES BY AT&T. AT&T and the Eligible Recipients shall have the
right, but not the obligation, to install new releases of, replace, or
make other changes to Software for which AT&T is financially
responsible under this Agreement.
9.7 YEAR 2000 COMPLIANCE.
(a) MATERIALS. Amdocs represents, warrants and covenants that as of the
Effective Date or the date of installation, whichever is later, all
Amdocs Owned Materials and Developed Materials shall be Year 2000
Compliant.
(b) THIRD PARTY EQUIPMENT OR SOFTWARE. Amdocs shall obtain assurances from
each third party supplier from whom Amdocs procures new third party
Equipment or Software to be operated, maintained, supported or used by
Amdocs, AT&T or the Eligible Recipients under this Agreement that such
Equipment or Software is Year 2000 Compliant and will perform in
accordance with the manufacturer's specifications, including those
pertaining to the accurate receipt, processing,
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distribution within those companies or for distribution outside those companies
except by written agreement.
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exchange and storage of date information. Amdocs shall not procure any
such Equipment or Software not having such assurances without AT&T's
prior approval.
(c) NO FORCE MAJEURE EVENT. The failure of any Equipment, Software or
System for which Amdocs is operationally responsible to be Year 2000
Compliant shall not be considered a force majeure event and shall not
relieve Amdocs of any of its obligations under this Agreement,
including its obligations to perform the Services in accordance with
the Service Levels.
9.8 ACCESS TO SPECIALIZED AMDOCS SKILLS AND RESOURCES.
Upon AT&T's request, Amdocs shall provide AT&T with [**] access to Amdocs'
[**]. The cost, if any, for such Specialized Services shall be addressed
through the Change Management Procedures.
9.9 AUDIT RIGHTS.
(a) AMDOCS RECORDS. Amdocs shall, and shall cause its Subcontractors to,
maintain complete and accurate records of and supporting documentation
for [**]all transactions, authorizations, Changes, implementations,
soft document access, reports, analyses, data or information created,
generated, collected, processed or stored by Amdocs in the performance
of its obligations under this Agreement ("CONTRACT RECORDS"). Amdocs
shall maintain such Contract Records in accordance with generally
accepted accounting principles applied on a consistent basis and
generally accepted auditing standards. Amdocs shall retain Contract
Records in accordance with AT&T's record retention policy as it may be
modified from time to time and provided to Amdocs in writing.
(b) OPERATIONAL AUDITS. Amdocs shall, and shall cause its Subcontractors
to, provide to AT&T [**] access at reasonable hours to Amdocs
Personnel, to the facilities at or from which Services are then being
provided, transportation vehicles or vessels, or containers used to
perform Services, and to Amdocs records and other pertinent
information, all to the extent relevant to the Services and Amdocs'
obligations under this Agreement. Such access shall be provided for
the purpose [**] of this Agreement, Amdocs shall [**].
(c) FINANCIAL AUDITS. During the term of this Agreement and for a period
[**] of this Agreement, Amdocs shall, and shall cause its
Subcontractors to, provide to AT&T (and internal and external
auditors, inspectors, regulators and other representatives that AT&T
may designate from time to time, provided they are
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distribution within those companies or for distribution outside those companies
except by written agreement.
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not Direct Amdocs Competitors) access at reasonable hours to Amdocs
Personnel and to Contract Records and other pertinent information, all
to the extent relevant to the performance of Amdocs' obligations under
this Agreement. Such access shall be provided for the purpose of
performing audits and inspections to (i) [**] legal, regulatory and
contractual requirements. Notwithstanding anything to the contrary
regarding item (ii) above, AT&T may not audit the accuracy or
completeness of a variable Charge [**], unless such audit is for cause
(i.e., due to an actual or alleged breach by Amdocs, dispute under
SECTION 12.4(B), required by Law or mandated by AT&T's government
regulators) or to verify whether Amdocs' has corrected a previously
identified issue under a prior audit. Amdocs shall provide any
assistance reasonably requested by AT&T or its designee in conducting
any audit under this Section and shall make requested personnel,
records and information available. [**] in accordance with ARTICLE 19,
Amdocs shall [**]. In the event such an audit [**].
(d) AUDIT ASSISTANCE. AT&T and certain Eligible Recipients may be subject
to regulation by governmental bodies and other regulatory authorities
under applicable laws, rules, regulations and contract provisions. If
a governmental body or regulatory authority exercises its right to
examine or audit AT&T's or an Eligible Recipient's books, records,
documents or accounting practices and procedures pursuant to such
laws, rules, regulations or contract provisions, Amdocs shall provide
all reasonable assistance requested by AT&T or the Eligible Recipient
in responding to such audits or government requests for information to
the extent such requests are related to this Agreement.
(e) GENERAL PROCEDURES.
(i) [**], AT&T shall not be given access to (i) the proprietary
information of other Amdocs customers, (ii) Amdocs locations that
are not related to AT&T or the Services, or (iii) Amdocs'
internal costs and expenses, [**].
(ii) In performing audits, AT&T shall endeavor to avoid unnecessary
disruption of Amdocs' operations and unnecessary interference
with Amdocs' ability to perform the Services in accordance with
the Service Levels.
(iii) Prior to being granted access, external parties shall first
enter into a non-disclosure agreement with Amdocs, in form
substantially as set forth in EXHIBIT 6.
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Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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(iv) Following any audit, AT&T shall conduct (in the case of an
internal audit), or request its external auditors or examiners to
conduct, an exit conference with Amdocs to obtain factual
concurrence with issues identified in the review.
(v) AT&T shall provide Amdocs with advanced notice [**] prior to any
operational or financial audit by AT&T or its authorized agents
or representatives. AT&T shall be given adequate private
workspace in which to perform an audit, plus reasonable access to
photocopiers, telephones, facsimile machines, computer hook-ups,
and any other facilities or equipment needed for the performance
of the audit. AT&T will not undertake audits [**], unless AT&T
has reasonable grounds to believe that Amdocs is not in
compliance with this Agreement, including improper invoicing of
AT&T, or AT&T is otherwise required to undertake such audit.
(f) AMDOCS INTERNAL AUDIT. If Amdocs determines as a result of its own
internal audit that it has overcharged AT&T, then Amdocs shall
promptly pay to AT&T the amount of such overcharge, together with
interest from the date of Amdocs' receipt of such overcharge at the
Prime Rate. In the event such an audit results in a determination that
Amdocs has undercharged AT&T, then, subject to AT&T's right to dispute
the amount of such undercharge and SECTION 12.1(D), Amdocs may
immediately invoice such undercharge to AT&T and the amount of such
undercharge shall be treated, for invoicing and payment purposes, as
an invoice for the month in which the invoice is delivered to AT&T.
(g) AMDOCS RESPONSE. Amdocs and AT&T shall meet to review each audit
report promptly after the issuance thereof. Amdocs will respond to
each audit report in writing [**] from receipt of such report, [**].
Amdocs and AT&T shall develop and agree upon an action plan to
promptly address and resolve any deficiencies, concerns and/or
recommendations in such audit report and Amdocs, [**], shall undertake
remedial action in accordance with such action plan and the dates
specified therein.
(h) AMDOCS RESPONSE TO GOVERNMENT AUDITS. If an audit by a governmental
body or regulatory authority having jurisdiction over AT&T, an
Eligible Recipient or Amdocs results in a finding that Amdocs is not
in compliance with any generally accepted accounting principle or
other audit requirement or any rule, regulation or law relating to the
performance of its obligations under this Agreement, Amdocs shall,
[**] and within the time period specified by such auditor, address and
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except by written agreement.
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resolve the deficiency(ies) identified by such governmental body or
regulatory authority.
(i) AUDIT COSTS.
(i) Amdocs and its Subcontractors and suppliers shall provide the
Services described in this SECTION 9.9 [**]
(ii) AT&T [**] that it requires under this Agreement for a
discretionary audit that Amdocs is not required to perform
through a third party auditor. The [**] for audits under this
Agreement required by Law or mandated by AT&T's government
regulators, other than CMM audits, SAS 70 audits, Amdocs offshore
security audits, and other audits required under this Agreement
[**].
(iii) Amdocs and AT&T agree that the [**]. Upon [**] such audit
requirements. In the event [**] these future audits (other than
CMM audits, SAS 70 audits, Amdocs offshore security audits or
other audit that are similar to the audits performed prior to the
FARA Effective Date) [**], AT&T agrees to [**]. Without limiting
Amdocs' obligations, [**].
(j) SECURITY AUDIT. On [**] starting on a date designated by AT&T, Amdocs
will, [**] perform a security audit of each offshore site from which
Services are provided under this Agreement, utilizing an independent
auditor, as mutually agreed by the Parties, and provide a copy of the
results of such audit to AT&T. Such security audit shall review [**].
(k) SAS 70. At Amdocs' sole cost and expense, Amdocs shall cooperate with
AT&T on SAS 70 Type II audits and on other Xxxxxxxx-Xxxxx related
documentation, testing, and auditing related activities. [**] and
without limiting Amdocs' other obligations under SECTION 15.10 of the
Agreement, Amdocs shall (i) perform a SAS 70 Type II audit that
complies with AT&T's requirements related to Xxxxxxxx-Xxxxx for each
System or Application for which Amdocs is financially or operationally
responsible, and (ii) obtain a SAS 70 Type II audit opinion from an
independent third-party auditor for such Systems, Applications, or
locations. Amdocs shall perform the SAS 70 Type II audit on an annual
basis. Amdocs shall promptly provide AT&T with an electronic and
written copy of the SAS 70 Type II audit opinion after receipt of the
report from the auditor, including both final draft and final forms.
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The information contained herein is for use by authorized employees of AT&T,
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except by written agreement.
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In addition, an Amdocs officer will sign a letter [**] stating whether
there have been any significant changes in the controls attested to in
the SAS 70 Type II audit report, with the exception of corrective
action stated therein that has been implemented or is scheduled to be
implemented by specified target dates. AT&T will provide Amdocs a
template to which the letter must conform, with the final letter shall
be subject to AT&T approval.
With respect to any audit that Amdocs is required to perform
hereunder, to the full extent permissible under the applicable
regulatory guidelines or auditing standards, Amdocs shall be entitled
to combine or substitute the performance or results of other audits
that Amdocs performs under any other agreement between the Parties or
otherwise, with the performance or results of the audits required
hereunder.
9.10 AGENCY AND DISBURSEMENTS.
(a) DISBURSEMENTS. Beginning on the Commencement Date, Amdocs shall make
payments to certain lessors, licensors and suppliers as paying agent
of AT&T or the Eligible Recipients, or shall reimburse AT&T for
payments made by AT&T or the Eligible Recipients to such lessors,
licensors and suppliers, if and to the extent such payments relate to
Third Party Contracts, Equipment Leases or Third Party Software
licenses as to which Amdocs is financially responsible, but which have
not been formally transferred to Amdocs.
(b) LIMITED AGENCY. AT&T hereby appoints Amdocs as its limited agent
during the term of this Agreement solely for the purposes of the
administration of Pass-Through Expenses and amounts under Third Party
Contracts, Equipment Leases and Third Party Software licenses for
which Amdocs is financially responsible under SCHEDULES E or E.1. AT&T
shall provide, on a timely basis, such affirmation of Amdocs'
authority to such lessors, licensors, suppliers and other third
parties as Amdocs may reasonably request.
(c) REIMBURSEMENT FOR SUBSTITUTE PAYMENT. If either Party in error pays to
a third party an amount for which the other Party is responsible under
this Agreement, the Party that is responsible for such payment shall
promptly reimburse the paying Party for such amount.
(d) NOTICE OF DECOMMISSIONING. Amdocs agrees to notify AT&T promptly if
and to the extent AT&T owned Equipment or AT&T leased Equipment will
no longer be used to provide the Services. The notification will
include the identification of the Equipment, and the date it will no
longer be needed by Amdocs, along with
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the reason for decommissioning. Upon receipt of any such notice, AT&T
may (or may cause the applicable Eligible Recipient to), in its sole
discretion, terminate the Equipment lease for such leased Equipment as
of the date specified in such notice and sell or otherwise dispose of
or redeploy such AT&T owned Equipment that is the subject of such a
notice as of the date specified in such notice. Upon Amdocs ceasing to
use any Equipment (or, in the case of leased Equipment, upon the last
day AT&T is obligated to make such leased Equipment available to
Amdocs, if earlier), Amdocs shall return the same to AT&T in condition
at least as good as the condition thereof on the Commencement Date,
ordinary wear and tear excepted. Amdocs shall, [**].
9.11 SUBCONTRACTORS.
(a) USE OF SUBCONTRACTORS. Amdocs shall [**], Amdocs shall (i) [**] the
Services [**] the proposed Subcontractor, [**]; and (ii) [**] of such
Subcontractor. [**] during the term of this Agreement [**]; provided,
however, that AT&T shall [**]of the Subcontractor; provided, further,
that notwithstanding the foregoing provision, at any time, [**] AT&T
or an Eligible Recipient, AT&T [**] and Amdocs shall, [**]; and
provided, further, that notwithstanding the foregoing provision, to
the extent that AT&T [**] set forth in SECTION 9.12 below, Amdocs
shall [**]. Notwithstanding the foregoing, [**].
(b) SHARED SUBCONTRACTORS. Amdocs may, in the ordinary course of business,
subcontract (i) for third party services or products that are not
exclusively dedicated to AT&T and that do not include regular direct
contact with AT&T or Eligible Recipient personnel or the performance
of services at AT&T Sites or (ii) with temporary personnel firms for
the provision of temporary contract labor (collectively, "SHARED
SUBCONTRACTORS"); provided, that such Shared Subcontractors possess
the training and experience, competence and skill to perform the work
in a skilled and professional manner. AT&T shall have no approval
right with respect to such Shared Subcontractors. If, however, AT&T
expresses dissatisfaction with the services of a Shared Subcontractor,
Amdocs shall work in good faith to resolve AT&T's concerns on a
mutually acceptable basis and, at AT&T's request, replace such Shared
Subcontractor at no additional cost to AT&T.
(c) AMDOCS RESPONSIBILITY. Amdocs shall be responsible for any failure by
any Subcontractor or Subcontractor personnel to perform in accordance
with this Agreement or to comply with any duties or obligations
imposed on Amdocs under this Agreement to the same extent as if such
failure to perform or comply was committed by Amdocs or Amdocs
employees. Amdocs shall guarantee the
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except by written agreement.
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performance of all such Subcontractors and Subcontractor personnel
providing any of the Services hereunder. Amdocs shall be AT&T's sole
point of contact regarding the Services, including with respect to
payment.
9.12 SUPPLIER DIVERSITY.
(a) GENERAL. It is the policy of AT&T that minority, women, and disabled
veteran owned business enterprises ("MWDVBES") shall have the maximum
practicable opportunity to participate in the performance of
contracts. AT&T Inc.'s current goals are MBE-[**]%, WBE-[**]%, and
DVBE-[**]%, each as defined below.
(b) AMDOCS PLAN AND COMMITMENT. Amdocs shall make good faith efforts to
carry out this policy (consistent with such policy's territorial
application) in the award of subcontracts, distribution agreements,
resale agreements, and other opportunities for MWDVBE participation.
In furtherance of those efforts, and not as a limitation, Amdocs shall
submit annual participation plans, at the time of contract execution
and each subsequent year by January 7, establishing Amdocs' goals for
the year for participation by minority owned business enterprises
("MBE"), women owned business enterprises ("WBE") and disabled veteran
business enterprises ("DVBE"), with "participation" expressed as a
percentage of aggregate estimated annual purchases by AT&T and its
Affiliates for the coming year under this Agreement. Amdocs commits
that such goals for the participation of MBE/WBE and DVBE firms shall
equal or be greater than: [**]% percent annual MBE participation and
[**]% percent annual WBE participation. Amdocs shall include specific
and detailed plans for achieving its goals in each participation plan
and may report its participation under this Agreement with the
participation plan(s) to be developed under other agreements between
the Parties.
(c) REPORT. By the fourteenth day following the close of each calendar
quarter, Amdocs shall report actual results of its efforts to meet its
goals during the preceding calendar quarter to AT&T's Prime Amdocs
Program Manager, using the form attached to SCHEDULE T. Amdocs shall
submit separate reports to AT&T and each Eligible Recipient obtaining
Services under this Agreement. When reporting its results, Amdocs
shall count only expenditures with MWDVBEs that are certified as MBE,
WBE, or DVBE firms by certifying agencies that are recognized by AT&T,
as listed on SCHEDULE T. In particular, when reporting results for
expenditures by Affiliates identified as "California Affiliates",
Amdocs shall count only expenditures (i) with MBE and WBE firms
certified by the California Public Utilities Commission Supplier
Clearinghouse ("CPUCC") and (ii) with DVBE firms certified by the
Office of Small Business and DVBE Certification ("OSDBC") of the
California Department of General Services.
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except by written agreement.
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(d) PROSPECTIVE SUBCONTRACTORS. Amdocs shall inform prospective MBE, WBE,
and DVBE subcontractors of their opportunities to apply for
certification from the agencies listed in SCHEDULE T. In particular,
Amdocs shall inform MBE and WBE firms certified by agencies other than
the CPUCC and the DVBE firms certified by agencies other than the
OSDBC of the procedures for applying for an additional certification
from the OSDBC and the CPUCC.
(e) AT&T CONSIDERATION. The extent to which AT&T's potential suppliers (a)
set challenging goals in their annual participation plans and (b)
succeed in exceeding the goals that they have set are factors that
AT&T may consider favorably when deciding to extend or renew expiring
agreements, to apportion orders among competing suppliers under
existing agreements, and to award new business in competitive bidding.
(f) NO LIMITATION. Amdocs' obligations under this Section are not a
limitation of any obligations that Amdocs may have under other
provisions of this Agreement, including SECTION 9.13.
9.13 GOVERNMENT CONTRACT FLOW-DOWN CLAUSES.
(a) GENERAL. The Parties acknowledge and agree that, as a matter of
federal procurement law, Amdocs may be deemed a subcontractor to AT&T
or an Eligible Recipient under one or more of their contracts with the
federal government, that the Services provided or to be provided by
Amdocs in such circumstances may constitute "COMMERCIAL ITEMS" as that
term is defined in the Federal Acquisition Regulation, 48 C.F.R.
Section 52.202, and that subcontractors providing commercial items
under government contracts are subject to certain mandatory flow-down
clauses (currently, (i) Equal Opportunity, (ii) Affirmative Action for
Special Disabled and Vietnam Era Veterans, and (iii) Affirmative
Action for Handicapped Workers) under the Federal Acquisition
Regulation, 48 C.F.R. Section 52.244-6. The Parties agree that,
insofar as certain clauses are required to be flowed down to Amdocs,
AT&T shall so notify Amdocs and Amdocs shall comply, [**], with those
clauses required by applicable regulations to be included in a
subcontract for commercial items.
(b) SPECIAL REQUIREMENTS. The Parties do not believe that the Services
provided by Amdocs under this Agreement will be subject to government
flow-down requirements other than those associated with any
subcontracts for commercial items. Should compliance by Amdocs with
additional flow-down provisions nevertheless be required by the
federal government in certain circumstances, Amdocs shall comply with
such additional flow-down provisions as are required
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Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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by applicable regulations to be included in a subcontract, and the
Parties shall negotiate in good faith regarding the additional
consideration, if any, to be paid to Amdocs in such circumstances.
[**] pursuant to SECTION 11.5, [**].
9.14 MANAGED THIRD PARTIES.
In addition to Amdocs' other responsibilities in SECTION 6.6 of the
Agreement, with respect to Managed Third Parties identified on SCHEDULE E.5
and any substitute or replacement therefor, Amdocs shall perform the
following activities with respect to the management and administration of
such Third Party Contracts:
(a) manage the Managed Third Parties, including monitoring operational
day-to-day service delivery, monitoring performance, escalating
problems for resolution, and maintaining technical support
relationships;
(b) as requested by AT&T, work with AT&T to manage new and existing
contractual relationships between AT&T and Managed Third Parties as
needed to provide the Services;
(c) oversee Managed Third Party delivery of services and compliance with
the service levels and the performance standards and other terms and
conditions (including reporting requirements) contained in AT&T's
agreement with the Managed Third Party (and known to Amdocs);
(d) notify AT&T and the Managed Third Party of each Managed Third Party
failure to perform in accordance with the Service Levels contained in
SCHEDULE G or the performance standards or other terms and conditions
contained in AT&T's agreement with the Managed Third Party (each as
known to Amdocs);
(e) escalate Managed Third Party performance failures to Managed Third
Party management as necessary to achieve timely resolution;
(f) monitor and manage the Managed Third Party's efforts to remedy a
failure of performance;
(g) communicate to AT&T the status of the Managed Third Party's efforts to
remedy a failure of performance; and
(h) recommend retention, replacement, modification, or termination of an
Managed Third Party based on the performance or cost benefits to AT&T
as tracked by Amdocs; and
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distribution within those companies or for distribution outside those companies
except by written agreement.
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(i) at AT&T's request, participate and assist in the re-sourcing (e.g.,
extension, renegotiation or replacement) of such Managed Third
Parties.
10. AT&T RESPONSIBILITIES.
10.1 RESPONSIBILITIES.
In addition to AT&T's responsibilities as expressly set forth elsewhere in
this Agreement, AT&T shall be responsible for the following:
(a) AT&T CONTRACT OFFICE. The AT&T Contract Office shall have the
authority to act on behalf of AT&T in all day-to-day matters
pertaining to this Agreement. AT&T may change the designated AT&T
Contract Office from time to time by providing notice to Amdocs.
Additionally, AT&T will have the option, but will not be obligated, to
designate in writing additional representatives who will be authorized
to make certain decisions (e.g., regarding emergency maintenance) if
the AT&T Contract Office is not available.
(b) COOPERATION. AT&T shall cooperate with Amdocs by, among other things,
making available, as reasonably requested by Amdocs, management
personnel, information, approvals and acceptances so that Amdocs may
accomplish its obligations and responsibilities hereunder.
(c) REQUIREMENT OF WRITING. To the extent Amdocs is required under this
Agreement to obtain AT&T's approval, consent or agreement, such
approval, consent or agreement shall be in writing and shall be signed
or e-mailed by the AT&T Contract Office or an authorized AT&T
representative. Notwithstanding the preceding sentence, the AT&T
Contract Office may agree in advance in writing that as to certain
specific matters oral approval, consent or agreement will be
sufficient.
10.2 SAVINGS CLAUSE.
Amdocs' failure to perform its responsibilities under this Agreement or to
meet the Service Levels shall be excused if and to the extent such Amdocs
non-performance is caused by the act or omission of AT&T or an Eligible
Recipient or any third party that is under AT&T's or an Eligible
Recipient's control (each a "SAVINGS EVENT"), [**]. Without limiting the
foregoing, to the extent AT&T reasonably believes that a Savings Event has
occurred it shall use commercially reasonable efforts to correct such
Savings Event and avoid such Supplier non-performance.
11. CHARGES.
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distribution within those companies or for distribution outside those companies
except by written agreement.
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11.1 GENERAL.
(a) PAYMENT OF CHARGES. In consideration of Amdocs' performance of the
Services and other obligations under this Agreement and rights granted
by Amdocs to AT&T and the Eligible Recipients under this Agreement,
AT&T agrees to pay Amdocs the applicable Charges set forth in SCHEDULE
J in accordance with this Agreement.
(b) [**]. The Transition Services, Modernization Services, BAPCO
Consolidation, and all other Services, Materials, Equipment, and
Systems licensed or provided by or for Amdocs under this Agreement are
[**] Amdocs under this Agreement, unless expressly stated otherwise.
Nothing in this Agreement shall be deemed to utilize the Annual
Development Budget, unless expressly stated otherwise. AT&T [**] set
forth in this ARTICLE 11 or SCHEDULE J. Any and all costs incurred or
resourced provided by Amdocs prior to the FARA Effective Date that
Amdocs desires to be reimbursed for are specified and included in
SCHEDULE J. In addition, any references to no [**], however
characterized, are for emphasis and do not limit this SECTION 11.1(B).
(c) [**], Amdocs shall [**].
(d) CHARGES FOR NEW SERVICES. For New Services, AT&T will pay Amdocs in
accordance with this Agreement, including SCHEDULE J and the
applicable Order. If no specific charging methodology is specified,
the Charges for New Services shall be on a time and materials basis at
the rates set forth in SCHEDULE J, unless otherwise agreed.
11.2 REIMBURSABLE EXPENSES AND PASS-THROUGH EXPENSES.
(a) REIMBURSABLE EXPENSES. AT&T is not responsible for any travel, meal or
other business related expense incurred by Amdocs whether or not
incurred in its performance of its obligations under this Agreement,
unless reimbursement of expenses is expressly authorized in this
Agreement or an Order pursuant to this Agreement. If reimbursement of
expenses is so authorized, to be reimbursable, each and every such
expense must comply with the requirements of the applicable AT&T Rules
and the AT&T Vendor Expense Policy as set forth in EXHIBIT 11. Amdocs
must provide in a timely manner receipts and other documentation as
required by the such AT&T Rules and such additional documentation or
information requested by AT&T to substantiate expenses submitted by
Amdocs for reimbursement. All such expenses shall be handled as
Out-of-Pocket Expenses.
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Amdocs, and their Affiliated Companies, only, and is not for general
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except by written agreement.
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(b) PASS-THROUGH EXPENSES. AT&T shall pay all Pass-Through Expenses
directly to the applicable suppliers following review, validation and
approval of such Pass-Through Expenses by Amdocs. Before submitting an
invoice to AT&T for any Pass-Through Expense, Amdocs shall (i) review
and validate the invoiced amounts, (ii) identify any errors or
omissions and (iii) communicate with the applicable supplier to
correct any errors or omissions, resolve any questions or issues and
obtain any applicable credits for AT&T. Amdocs shall deliver to AT&T
the original supplier invoice, together with any documentation
supporting such invoice and a statement that Amdocs has reviewed and
validated the invoiced amounts within five (5) days of Amdocs' receipt
of such original supplier invoice. In addition, if the supplier offers
a discount for payment prior to a specified date, Amdocs shall deliver
such invoice and associated documentation to AT&T [**] prior to such
date (unless such date is less than [**] following the date upon which
such invoice is received by Amdocs, in which event Amdocs shall
undertake commercially reasonable efforts to provide AT&T as much
advance notice respecting such invoice as possible and shall further
cooperate with AT&T's efforts to expedite the review and processing of
such invoice in order to meet such discount deadline). [**].
(c) [**]. Amdocs will [**].
11.3 [**].
Amdocs acknowledges that, [**] set forth in SCHEDULE J. [**].
11.4 TAXES.
The Parties' respective responsibilities for taxes arising under or in
connection with this Agreement shall be as follows:
(a) INCOME TAXES. Each Party shall be responsible for its own Income
Taxes.
(b) SALES, USE AND PROPERTY TAXES. Each Party shall be responsible for any
sales, lease, use, personal property or other such taxes on Equipment,
Software or property it owns or leases from a third party, including
any Equipment lease assigned pursuant to this Agreement, and/or for
which it is financially responsible under this Agreement.
(c) TAXES ON GOODS OR SERVICES USED BY AMDOCS. [**] shall be responsible
for all sales, service, value-added, lease, use, personal property,
excise, consumption, and other taxes and duties payable [**] on any
goods or services acquired by
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distribution within those companies or for distribution outside those companies
except by written agreement.
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Amdocs and used or consumed by Amdocs in providing the Services where
the tax is imposed on [**] or use of such goods or services.
(d) SERVICE TAXES. [**] shall be financially responsible for all Service
Taxes as of the Effective Date on the provision of the Services as a
whole, or on any particular Service received by or the license granted
pursuant to SCHEDULE X or other products provided to AT&T or the
Eligible Recipients, from or by Amdocs. If new or higher Service Taxes
thereafter become applicable to the Services as a result of either
Party moving all or part of its operations to a different jurisdiction
(e.g., AT&T opening a new office, Amdocs relocating a shared service
center) [**] Service Taxes. If new or higher Service Taxes become
applicable to such Services after the Effective Date for any other
reason (e.g., tax law changes, but not volume changes) the Parties
shall negotiate in good faith and diligently seek to agree upon a
reasonable and fair allocation and sharing of financial responsibility
for such new or additional Service Taxes. If the Parties are unable to
agree upon such an allocation and sharing within thirty (30) days,
either Party may submit the issue for resolution through the dispute
resolution procedures of SECTION 19.2. If required [**] under this
provision. [**] under this Section [**].
(e) CERTAIN FOREIGN TAXES. In the event a non-United States Eligible
Recipient shall purchase directly from Amdocs under this Agreement any
Service, license or product, such non-United States Eligible Recipient
shall be financially responsible for Service Taxes and withholding
taxes assessed by the applicable foreign (non-United States)
jurisdiction in connection with the provision of Service, license or
product by Amdocs to such non-United States Eligible Recipient;
provided that Amdocs shall, in accordance with SECTION 11.4(F) hereof,
cooperate with AT&T and the non-United States Eligible Recipient to
minimize any liability for such taxes and shall so stipulate such
taxes in any applicable proposed Order. In the case of any such
required payment [**] in accordance with the applicable law.
(f) EFFORTS TO MINIMIZE TAXES. The Parties agree to reasonably cooperate
with each other to enable each to more accurately determine its own
tax liability [**] this section is [**].
Amdocs' invoices shall separately state the Charges that are subject
to taxation and the amount of taxes included therein stated as
separate items and shall indicate the jurisdiction imposing the tax.
Each Party will provide and make available to the other any resale
certificates, information regarding out-of-state or out-of-country
sales or use of equipment, materials, or services, and other exemption
certificates or information reasonably requested by either Party.
[**].
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Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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The Parties shall [**] in accordance with [**].
At AT&T's request, Amdocs shall provide AT&T with written evidence of
Amdocs' filing of all required tax forms and returns required in
connection with any Service Taxes collected from AT&T, and its
collection and remittance of all applicable Service Taxes.
(g) TAX AUDITS OR PROCEEDINGS. Each Party will promptly notify the other
of, and coordinate with the other, the response to and settlement of,
any claim for taxes asserted by applicable taxing authorities for
which the other Party is responsible hereunder. With respect to any
claim arising out of a form or return signed by a Party to this
Agreement, such Party will have the right to elect to control the
response to and settlement of the claim, but the other Party will have
all rights to participate in the responses and settlements that are
appropriate to its potential responsibilities or liabilities. Each
Party also shall have the right to request the other Party to
challenge the imposition of taxes for which it is financially
responsible under this Agreement. If either Party requests the other
to challenge the imposition of any tax, the requesting Party will
reimburse the other for all fines, penalties, interest, additions to
taxes (penalty in notice) or similar liabilities imposed in connection
therewith, plus the reasonable legal fees and expenses it incurs. A
Party shall be entitled to any tax refunds or rebates granted to the
extent such refunds or rebates are of taxes that were paid by it.
(h) TAX FILINGS. Each Party represents, warrants and covenants that it
will file appropriate tax returns, and pay applicable taxes owed
arising from or related to the provision of the Services in applicable
jurisdictions. Amdocs represents, warrants and covenants that it is
registered to and will collect and remit Service Taxes in all
applicable jurisdictions.
(i) EXCLUSION OF VALUE-ADDED TAXES AND OTHER FOREIGN TAXES.
Notwithstanding anything to the contrary in the foregoing or elsewhere
in this Agreement, AT&T shall not be obligated to pay or reimburse
Amdocs for value-added taxes, U.S. withholding taxes, non-U.S.
withholding taxes or for any other taxes that would not be payable if
Amdocs were a U.S. entity or if the Services were provided from within
the U.S.
(j) OTHER EXCLUSION. For the avoidance of doubt, AT&T shall not be liable
for or pay any taxes: (i) imposed on or with respect to Amdocs' net or
gross income, capital or franchise taxes; (ii) in the nature of
employee withholding taxes, FICA, Medicare taxes, unemployment
insurance or other similar taxes; (iii) imposed on, with respect to,
or in connection with Amdocs' purchase of any supplies,
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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materials, equipment, software or services for use in providing the
Materials or Services; or (iv) in the nature of licenses or permits
required to provide the Material or Services.
11.5 [**].
(a) [**]. As used in this Agreement, [**] means a circumstance in which
[**] include the following:
(i) changes [**];
(ii) changes [**];
(iii) [**];
(iv) changes [**];
(v) changes [**];
(vi) changes [**];
(vii) changes [**];
(viii) changes [**]; and
(ix) [**] pursuant to SECTION 11.5.
Notwithstanding anything to the contrary, the events described in
(iii) above shall be deemed an [**].
(b) RESERVED.
(c) CONSEQUENCE. If an [**] occurs, the Parties shall utilize the process
set forth in SECTION 9.5, if applicable, and the following with
respect to the Charges.
(i) Amdocs and AT&T shall [**] upon schedule. As the [**] specified
on SCHEDULE J shall be promptly and equitably [**] as agreed
between the Parties; provided, that [**] for any net costs or
expenses incurred to realize such efficiencies, economies,
savings or resource utilization reductions if and to the extent
[**] (i) notifies [**] such costs, (ii) uses commercially
reasonable efforts to [**] expenses, and (iii) uses commercially
reasonable efforts to [**].
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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(ii) [**] shall [**] than such [**] the applicable rates specified in
SCHEDULE J had been [**].
11.6 [**].
(a) [**]. Subject to SECTION 9.4, Amdocs shall provide [**] and support
[**].
(b) [**]. The Parties agree that [**] the Parties shall [**].
(c) [**]. [**] to provide [**] generally [**] to be [**] generally
(collectively, "NEW ADVANCES"), Amdocs shall, subject to SECTION 9.5,
[**] with the [**].
(d) [**]. Amdocs shall [**] shall include [**].
11.7 PRORATION.
Periodic Charges under this Agreement are to be computed on a calendar
month basis, and shall be prorated for any partial month on a calendar day
basis.
11.8 REFUNDABLE ITEMS.
(a) PREPAID AMOUNTS. Where AT&T has prepaid for a Service for which Amdocs
is assuming financial responsibility under this Agreement, Amdocs
shall refund to AT&T, upon either Party identifying the prepayment,
that portion of such prepaid expense that is attributable to periods
on and after the Commencement Date. After termination or expiration of
this Agreement for any reason, where Amdocs has prepaid for a service
that will be received by AT&T after termination or expiration of this
Agreement, AT&T shall refund to Amdocs, upon either Party identifying
the prepayment, that portion of such prepaid expense that is
attributable to periods on and after the termination or expiration
date.
(b) REFUNDS AND CREDITS. If Amdocs should receive a refund, credit,
discount or other rebate for goods or services paid for by AT&T on a
Pass-Through Expense, or cost-reimbursement basis, then Amdocs shall
(i) notify AT&T of such refund, credit, discount or rebate and (ii)
pay the full amount of such refund, credit, discount or rebate to
AT&T.
11.9 [**].
(a) [**]. [**] the Services [**].
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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(b) [**]. In [**] under this SECTION 11.9, the [**] shall [**]: (i) [**]
over the term of the agreement; (ii) the [**] customer employees and
third party contractors; (iii) the [**]; (iv) the [**]; (vi) the [**];
(vii) whether [**]; (viii) the scope and mix of services; (ix)
required [**]; (x) [**]; (xi) legal and financial [**]; (xii) [**]
pricing; (xiii) [**] components; (xiv) required [**]; (xv) ability to
[**]; (xvi) service level [**]; (xvii) availability of [**]; and
(xviii) other [**], all as determined by [**].
(c) CONFIDENTIALITY AND COOPERATION. Any [**] shall agree in writing to be
bound by the confidentiality and security provisions specified in this
Agreement and shall enter into a reasonable non-disclosure agreement
with Amdocs, which non-disclosure Agreement shall not restrict
disclosure to AT&T or any Affiliate. Amdocs shall cooperate fully with
AT&T and [**] and will provide [**] to information and personnel [**].
Notwithstanding the foregoing, Amdocs shall [**] customers. The [**]
operations under this Agreement.
(d) [**]. The [**] will not begin until at least [**] after the FARA
Effective Date. [**] of the Services as a whole shall [**] during the
Term measured from the date the prior [**] of such Services commenced;
[**] during the Term measured from the date the prior [**] (or all of
the Services) commenced.
(e) [**]. Benchmarkers that may be selected by AT&T are: [**]. AT&T may
use another [**].
(f) PROFILE. The Parties shall provide to the [**], including the
following: a detailed description of the [**] reasonably necessary to
achieve the purpose of this SECTION 11.9.
(g) SCOPE REVIEW. The [**] shall meet with the Parties to: (1) [**]
professional judgment.
(h) [**]. [**] of the [**] report and Amdocs shall have [**], including
through the dispute resolution procedures of ARTICLE 19.
(i) [**]. Subject to SECTION 11.9(J), if the [**] determines that the
[**], then:
(i) [**].
(ii) Amdocs will [**].
(iii) If Amdocs [**].
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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(j) SMALL SAMPLES.
(i) The [**] shall be computed [**].
(ii) If the [**] is computed based [**].
11.10 [**].
Amdocs [**].
12. INVOICING AND PAYMENT.
12.1 INVOICING.
(a) INVOICE. [**], Amdocs will invoice for any Charges or amounts due and
owing [**] in accordance with this Agreement. Notwithstanding the
foregoing, [**]. The invoice shall be delivered to AT&T at AT&T
Services, Inc. 000 X. Xxx Xxxxxx, Xxxx XX, 00000, Attention: AT&T IT
Governance Financial Manager (or such other address designated by
AT&T). Except as otherwise set forth herein, Amdocs shall not invoice
AT&T for any advance or concurrent Charges or other amounts.
(b) INVOICING PROCEDURES, FORMAT AND DATA. Unless otherwise directed by
AT&T, Amdocs shall provide a single monthly invoice in the format of
EXHIBIT 1.B for the Charges related to the BAPCO related Eligible
Recipients and another single invoice in the format of EXHIBIT 1 for
AT&T and all other Eligible Recipients. Each invoice shall be provided
electronically if requested by AT&T. Each invoice shall include all
details necessary to meet AT&T's requirements, [**] requirements.
[**].
(c) CREDITS. To the extent a credit [**] may be due to AT&T pursuant to
this Agreement, Amdocs shall provide AT&T with an appropriate credit
against amounts then due and owing; if no further payments are due to
Amdocs, Amdocs shall pay such amounts to AT&T [**].
(d) LATE INVOICES. [**], Amdocs shall [**]; provided, however, such [**]
with respect to amounts relating to EXHIBIT 11.
12.2 PAYMENT DUE.
Subject to the other provisions of this ARTICLE 12, each invoice provided
for under SECTION 12.1 shall be due and payable [**] of such invoice,
unless the amount in question
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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is disputed in accordance with SECTION 12.4. Notwithstanding any other
remedies available to Amdocs under this Agreement or under applicable law,
payment more than [**] days after the due date shall bear interest from the
date payment is due at the rate of [**] percent ([**]%) per annum [**],
unless the amount in arrears is disputed in good faith and until such
dispute is resolved. However, the undisputed amounts shall be paid by AT&T
without delay as aforesaid.
12.3 [**].
With respect to any [**] hereunder.
12.4 [**].
[**] subject to the following:
(a) [**]. [**] in accordance with this Agreement, [**].
(b) [**]. [**] in accordance with this Agreement, [**].
(c) [**]. [**] Amdocs shall [**].
(d) [**]. [**] in this Agreement, [**] under this Agreement [**] of this
Agreement.
(e) [**]. [**] may otherwise have [**].
(f) [**]. [**], AT&T shall [**].
13. AT&T DATA AND OTHER PROPRIETARY INFORMATION.
13.1 AT&T OWNERSHIP OF AT&T DATA.
AT&T Data are and shall remain the property of AT&T. Amdocs shall promptly
deliver, or provide AT&T access to, AT&T Data to AT&T in the format, on the
media and in the timing prescribed by AT&T (i) at any time at AT&T's
request, (ii) at the expiration or termination of this Agreement and the
completion of all requested Termination Assistance Services, or (iii) with
respect to particular AT&T Data, at such earlier date that such data are no
longer required by Amdocs to perform the Services. Thereafter, Amdocs shall
return or destroy, as directed by AT&T, all copies of the AT&T Data in
Amdocs' possession or under Amdocs' control [**] and deliver to AT&T
written certification of such return or destruction signed by an officer of
Amdocs. [**]. AT&T Data shall not be utilized by Amdocs for any purpose
other than the performance of Services under this Agreement and the
resolution of disputes (consistent with SECTION
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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13.3(B)(III)) nor shall AT&T Data be sold, assigned, leased, commercially
exploited or otherwise provided to or accessed by third parties by or on
behalf of Amdocs or Amdocs Personnel or otherwise. Amdocs shall promptly
notify AT&T if Amdocs believes that any use of AT&T Data by Amdocs
contemplated under this Agreement or to be undertaken as part of the
Services is inconsistent with the foregoing. Amdocs shall not possess or
assert any lien or other right against or to AT&T Data. Without affecting
the other provisions of this Agreement, including their interpretation and
application, the Parties specifically acknowledge in the context of this
Section that it applies to AT&T Personal Data, including CPI and CPNI.
13.2 SAFEGUARDING AT&T DATA.
(a) SAFEGUARDING PROCEDURES. Amdocs shall establish and maintain
environmental, safety and facility procedures, data security
procedures and other safeguards against the destruction, loss,
unauthorized access or alteration of AT&T Data in the possession of
Amdocs which are [**] as of the Commencement Date [**] and applicable
Laws. Amdocs will revise and maintain such procedures and safeguards
upon AT&T's request. AT&T shall have the right to establish backup
security for AT&T Data and to keep backup copies of the AT&T Data in
AT&T's possession at AT&T's expense if AT&T so chooses. Amdocs shall
remove all AT&T Data from any media taken out of service and shall
destroy or securely erase such media in accordance with the Policy and
Procedures Manual. No media on which AT&T Data is stored may be used
or re-used to store data of any other customer of Amdocs or to deliver
data to a third party, including another Amdocs customer, unless
securely erased in accordance with the Policy and Procedures Manual.
In the event Amdocs discovers or is notified of a breach or potential
breach of security relating to AT&T Data, Amdocs will expeditiously
under the circumstances notify AT&T and investigate and remediate the
effects of such breach or potential breach of security and will
provide AT&T with such assurances as AT&T shall request that such
breach or potential breach will not recur.
(b) RECONSTRUCTION PROCEDURES. As part of the Services, Amdocs shall be
responsible for developing and maintaining procedures for the
reconstruction of lost AT&T Data which are [**] as of the Commencement
Date [**], and (ii) [**].
(c) CORRECTIONS. Amdocs shall at all times adhere to the procedures and
safeguards specified in SECTION 13.2(A) and (B), and shall correct, at
no Charge to AT&T, any destruction, loss or alteration of any AT&T
Data attributable to the failure of Amdocs or Amdocs Personnel to
comply with Amdocs' obligations under this Agreement.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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13.3 CONFIDENTIALITY.
(a) PROPRIETARY INFORMATION. Amdocs and AT&T each acknowledge that the
other possesses and will continue to possess information that has been
developed or received by it, has commercial value in its or its
customer's business and is not in the public domain. Except as
otherwise specifically agreed in writing by the Parties, "PROPRIETARY
INFORMATION" means (i) this Agreement and the terms thereof; (ii) all
information marked confidential, restricted or proprietary by either
Party; and (iii) any other information that is treated as confidential
by the disclosing Party and would reasonably be understood to be
confidential, whether or not so marked. In the case of AT&T and the
Eligible Recipient, Proprietary Information also shall include
Software provided to Amdocs by or through AT&T or the Eligible
Recipients, Developed Materials, AT&T Data, attorney-client privileged
materials, attorney work product, customer lists, customer information
and pricing, strategic plans, account information, research
information, chemical formulae, rate case strategies, trade secrets,
financial/accounting information, human resources and personnel
information, marketing/sales information, information regarding
businesses, plans, operations, third party contracts, internal or
external audits, rate cases, law suits or other information or data
obtained, received, transmitted, processed, stored, archived, or
maintained by Amdocs under this Agreement. By way of example, AT&T
Proprietary Information shall include [**]. In the case of Amdocs,
Proprietary Information shall include [**].
(b) OBLIGATIONS.
(i) During the term of this Agreement and at all times thereafter,
Amdocs and AT&T shall not disclose, and shall maintain the
confidentiality of, all Proprietary Information of the other
Party. AT&T and Amdocs shall each use at least the same degree of
care to safeguard and to prevent disclosing to third parties the
Proprietary Information of the other as it employs to avoid
unauthorized disclosure, publication, dissemination, destruction,
loss, or alteration of its own like information (or information
of its customers) of a similar nature, but not less than
reasonable care. Amdocs Personnel shall have access to AT&T
Proprietary Information only to the extent necessary for such
person to perform his or her obligations under or with respect to
this Agreement or as otherwise naturally occurs in such person's
scope of responsibility, provided that such access is not in
violation of Law.
(ii) The Parties may disclose Proprietary Information to their
Affiliates, auditors, attorneys, accountants, consultants,
contractors and
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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subcontractors, where (A) use by such person or entity is
authorized under this Agreement, (B) such disclosure is necessary
for the performance of such person's or entity's obligations
under or with respect to this Agreement or otherwise naturally
occurs in such person's or entity's scope of responsibility, (C)
the person or entity (and its applicable officers and employees)
agree in writing to assume the obligations described in this
SECTION 13.3, and (D) the disclosing Party assumes full
responsibility for the acts or omissions of such person or entity
and takes all reasonable measures to ensure that the Proprietary
Information is not disclosed or used in contravention of this
Agreement. Any disclosure to such person or entity shall be under
the terms and conditions as provided herein. Each Party's
Proprietary Information shall remain the property of such Party.
Notwithstanding the foregoing, consultants, contractors, and
subcontractors of each Party shall enter into a non-disclosure
agreement substantially in the form of EXHIBIT 5 or 6, as
applicable with the other Party prior to receiving Proprietary
Information of the first Party.
Notwithstanding the foregoing, AT&T shall not provide Amdocs
Proprietary Information to Direct Amdocs Competitors (and such
Direct Amdocs Competitors shall receive no right or license to
the same) [**].
(iii) Neither Party shall (i) make any use or copies of the
Proprietary Information of the other Party except as contemplated
by this Agreement, (ii) acquire any right in or assert any lien
against the Proprietary Information of the other Party, (iii)
sell, assign, transfer, lease, or otherwise dispose of
Proprietary Information to third parties or commercially exploit
such information, including through derivative works, or (iv)
refuse for any reason (including a default or material breach of
this Agreement by the other Party) to promptly provide the other
Party's Proprietary Information (including copies thereof) to the
other Party if requested to do so. Upon expiration or any
termination of this Agreement and completion of each Party's
obligations under this Agreement, each Party shall return or
destroy, as the other Party may direct, all documentation in any
medium that contains, refers to, or relates to the other Party's
Proprietary Information [**]. Each Party shall deliver to the
other Party written certification of its compliance with the
preceding sentence signed by an officer of such Party. In
addition, each Party shall take all necessary steps to ensure
that its employees comply with these confidentiality provisions.
(c) EXCLUSIONS. SECTION 13.3(B) shall not apply to any particular
information which
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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the receiving Party can demonstrate by written documentation (i) is,
at the time of disclosure to it, in the public domain other than
through a breach of the receiving Party's or a third party's
confidentiality obligations; (ii) after disclosure to it, is published
by the disclosing Party or otherwise becomes part of the public domain
other than through a breach of the receiving Party's or a third
party's confidentiality obligations; (iii) is lawfully in the
possession of the receiving Party at the time of disclosure to it;
(iv) is received from a third party having a lawful right to disclose
such information; or (v) is independently developed by the receiving
Party without reference to Proprietary Information of the furnishing
Party. In addition, the receiving Party shall not be considered to
have breached its obligations under this SECTION 13.3 for disclosing
Proprietary Information of the other Party as required, in the opinion
of legal counsel, to satisfy any legal requirement of a competent
government body, provided that, promptly upon receiving any such
request, such Party advises the other Party of the Proprietary
Information to be disclosed and the identity of the third party
requiring such disclosure prior to making such disclosure in order
that the other Party may interpose an objection to such disclosure,
take action to assure confidential handling of the Proprietary
Information, or take such other action as it deems appropriate to
protect the Proprietary Information. The receiving Party shall use
commercially reasonable efforts to cooperate with the disclosing Party
in its efforts to seek a protective order or other appropriate remedy
or in the event such protective order or other remedy is not obtained,
to obtain assurance that confidential treatment will be accorded such
Proprietary Information.
(d) LOSS OF PROPRIETARY INFORMATION. Each Party shall: (i) immediately
notify the other Party of any possession, use, knowledge, disclosure,
or loss of such other Party's Proprietary Information in contravention
of this Agreement; (ii) promptly furnish to the other Party all known
details and assist such other Party in investigating and/or preventing
the reoccurrence of such possession, use, knowledge, disclosure, or
loss; (iii) cooperate with the other Party in any investigation or
litigation deemed necessary by such other Party to protect its rights;
and (iv) promptly use all commercially reasonable efforts to prevent
further possession, use, knowledge, disclosure, or loss of Proprietary
Information in contravention of this Agreement. Each Party shall bear
any costs it incurs in complying with this SECTION 13.3(D).
(e) NO IMPLIED RIGHTS. Nothing contained in this SECTION 13.3 shall be
construed as obligating a Party to disclose its Proprietary
Information to the other Party, or as granting to or conferring on a
Party, expressly or impliedly, any rights or license to any
Proprietary Information of the other Party.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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(f) SURVIVAL. The Parties' obligations of non-disclosure and
confidentiality shall survive the expiration or termination of this
Agreement for a period of ten (10) years.
(g) INFORMATION - CUSTOMER.
(i) Except as provided herein, as between Amdocs and AT&T, title to
all Customer Information shall be in AT&T. Except as otherwise
provided herein, no license or rights to any Customer Information
are granted to Amdocs hereunder.
(ii) Amdocs acknowledges that Customer Information received may be
subject to certain privacy laws and regulations and requirements,
including requirements of AT&T. Amdocs shall consider Customer
Information to be private, sensitive and confidential.
Accordingly, with respect to Customer Information, Amdocs shall
comply with all applicable privacy laws and regulations and
requirements, including, but not limited to, the CPNI
restrictions contained in Section 222, and, for AT&T's customers
residing in California, the Constitution of California (Article
I, Section 1), the California Public Utilities Code (Sections
2891 - 2894), and General Order 107-B of the California Public
Utilities Commission. Accordingly, Amdocs shall:
(1) comply with AT&T's privacy policies (which are available at
xxxx://xxx.xxx.xxx/xxx/xxxxxxx-xxxxxx?xxxx0000 or its
successors made known to Amdocs);
(2) not use any CPNI to market or otherwise sell products to
AT&T's customers, except to the extent necessary for the
performance of Services for AT&T or as otherwise approved or
authorized by AT&T in this Agreement or in writing;
(3) make no disclosure of Customer Information to any party
other than AT&T, except to the extent necessary for the
performance of Services for AT&T or except such disclosure
required under force of law; provided that Amdocs shall
provide AT&T with notice immediately upon receipt of any
legal request or demand by a judicial, regulatory or other
authority or third party to disclose or produce Customer
Information; Amdocs shall furnish only that portion of the
Customer Information that is legally required to
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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furnish and shall provide reasonable cooperation to AT&T
should AT&T exercise efforts to obtain a protective order;
(4) not incorporate any Customer Information into any database
other than in a database maintained exclusively for the
storage of AT&T's Customer Information;
(5) not incorporate any data from any of Amdocs' other
customers, including Affiliates of AT&T, into AT&T's
customer database;
(6) make no use whatsoever of any Customer Information for any
purpose except to comply with the terms of this Agreement;
(7) make no sale, license or lease of Customer Information to
any other party;
(8) restrict access to Customer Information to only those
employees of Amdocs that require access in order to perform
Services under this Agreement;
(9) implement and comply with a data security plan, approved in
advance in writing by AT&T, and other procedures as may be
agreed by AT&T and Amdocs relative to the security of
Customer Information at all times in performing Services
hereunder;
(10) prohibit and restrict access or use of Customer Information
by any of Amdocs' other customers, Amdocs' Affiliates, or
third parties except as may be agreed otherwise by AT & T;
(11) promptly return all Customer Information to AT&T upon
expiration, Termination or Cancellation of this Agreement or
applicable schedule or Order, unless expressly agreed or
instructed otherwise by AT & T; and
(12) immediately notify AT&T upon Amdocs' awareness of (A) any
breach of the above-referenced provisions, (B) any
disclosure (inadvertent or otherwise) of Customer
Information to any third party not expressly permitted
herein to receive or have access to such Customer
Information, or (C) a breach of, or other security incident
involving, Amdocs' systems or network that could cause or
permit access to Customer Information inconsistent with the
above-referenced provisions, and such notice shall include
the
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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details of the breach, disclosure or security incident.
Amdocs shall fully cooperate with AT&T in determining, as
may be necessary or appropriate, actions that need to be
taken including, but not limited to, the full scope of the
breach, disclosure or security incident, corrective steps to
be taken by Amdocs, the nature and content of any customer
notifications, law enforcement involvement, or
news/press/media contact etc., and Amdocs shall not
communicate directly with any AT&T customer without AT&T's
consent, which such consent shall not be unreasonably
withheld.
13.4 FILE ACCESS.
AT&T will have unrestricted access to, and the right to review and retain
the entirety of, all computer or other files containing AT&T Data, as well
as all systems and network logs. At no time will any of such files or other
materials or information be stored or held in a form or manner not
immediately accessible to AT&T. Amdocs shall provide to the AT&T Contract
Office all passwords, codes, comments, keys, documentation and the
locations of any such files promptly upon the request of AT&T, including
Equipment and Software keys and such information as to format, encryption
(if any) and any other specifications or information necessary for AT&T to
retrieve, read, revise and/or maintain such files. [**] AT&T may request
access [**] as contemplated by this Agreement.
14. OWNERSHIP OF MATERIALS.
14.1 AT&T OWNED MATERIALS.
AT&T shall be the sole and exclusive owner, including all United States and
foreign patent, copyright and other intellectual property rights, of (i)
all Software and other Materials owned by AT&T or the other Eligible
Recipients prior to the FARA Effective Date or developed or acquired by or
on behalf of AT&T or the other Eligible Recipients on or after the FARA
Effective Date, (ii) all enhancements and Derivative Works of such Software
and other Materials (other than as expressly agreed in writing by the
Parties outside the scope of this Agreement), and (iii) certain Developed
Materials, as provided in SECTION 14.2 (collectively, "AT&T OWNED
MATERIALS").
14.2 DEVELOPED MATERIALS.
(a) OWNERSHIP [**]. Unless the Parties agree otherwise, [**] pursuant to
this Agreement, but not including [**] of this Agreement [**] in
connection with the Services provided by Amdocs under this Agreement
[**]. If any such Developed
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Materials may [**] such Developed Materials [**]. Amdocs acknowledges
[**]such Developed Materials [**]. Amdocs agrees [**]. Amdocs is free
[**] (including under this Agreement) [**] (including rights in the
[**]).
(b) [**]. Amdocs shall, [**] Developed Materials. [**] such Materials;
[**] for such Materials shall [**] of such Materials [**] applicable
to Developed Materials.
(c) [**]. Notwithstanding SECTION 14.2(A), and except as the Parties may
otherwise enter into a written amendment reflecting different terms
therefore, [**] under this Agreement shall be owned [**]; provided,
however, that any [**]. For the purposes of this SECTION 14.2, "[**]"
shall mean [**]. [**] hereby grants to AT&T and the Eligible
Recipients a perpetual, irrevocable (but terminable in accordance with
the terms of this Agreement) non-exclusive, non-transferable (except
as otherwise provided in this Agreement), fully paid up, royalty free,
worldwide right and license to permit [**] (that have entered into a
non-disclosure agreement with Amdocs (substantially similar to EXHIBIT
6) and that are not [**] and their successors and assignees but only
in connection with [**]. For the avoidance of doubt, in the [**] will
not be altered.
14.3 AMDOCS OWNED MATERIALS.
(a) GENERAL. Amdocs shall be the sole and exclusive owner of the (i)
Materials it lawfully owned prior to the Commencement Date, (ii)
Materials acquired by Amdocs on or after the Commencement Date
(including any such Materials purchased from AT&T pursuant to this
Agreement), (iii) derivative works of Amdocs Owned Software created by
Amdocs and not otherwise owned by AT&T pursuant to the terms of this
Agreement, (iv) Materials developed by Amdocs other than in the course
of the performance of its obligations under this Agreement or in
connection with the use of any AT&T Data or AT&T Owned Software
("AMDOCS OWNED MATERIALS"), including United States and foreign
intellectual property rights in such Amdocs Owned Materials.
(b) EMBEDDED MATERIALS. To the extent that Amdocs desires to embed any
Amdocs-Owned Materials into any Software or Developed Materials,
except with respect to the Amdocs Software Package (which is licensed
to AT&T by Amdocs pursuant to the terms and conditions set forth in
SCHEDULE X) or as the Parties may otherwise provide in a written
amendment, Amdocs will clearly identify such proposal and obtain
AT&T's permission before such embedding. To the extent that
Amdocs-Owned Materials are embedded in any Developed Materials covered
by SECTION 14.2(A), Amdocs shall not be deemed to have assigned its
intellectual property rights in such Amdocs Owned Materials to AT&T,
but, except as the
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Parties may otherwise provide in a written amendment, Amdocs hereby
grants to AT&T a license consistent with the license to the Amdocs
Software Package pursuant to the terms and conditions set forth in
SCHEDULE X. For the avoidance of doubt, in the event that AT&T
declines to provide any consent or enter into any written amendment
reflecting different terms, Amdocs shall not be obligated to embed
such Amdocs-Owned Materials in such Developed Materials, but Amdocs'
obligation to provide the Services in accordance with this Agreement
will not be altered. In the event Amdocs embeds such Amdocs-Owned
Materials in such Developed Materials, without AT&T's consent, AT&T
shall have all rights and license to such Developed Materials
specified in this Section and SECTIONS 6.9 and 14.6, as applicable.
(c) [**]. [**] perform the Services.
14.4 OTHER MATERIALS.
This Agreement shall not confer upon either Party intellectual property
rights in Materials of the other Party (to the extent not covered by this
ARTICLE 14) unless otherwise so provided elsewhere in this Agreement.
14.5 GENERAL RIGHTS AND RESTRICTIONS.
(a) COPYRIGHT LEGENDS. Each Party agrees to reproduce copyright legends
which appear on any portion of the Materials which may be owned by the
other Party or third parties.
(b) [**]. Nothing in this Agreement (including ARTICLES 8 AND 13) [**]
under this Agreement, [**]; provided, however, that this SECTION
14.5(B) shall [**] under this Agreement [**].
(c) EXERCISING INTELLECTUAL PROPERTY RIGHTS; NO IMPLIED LICENSES. Unless
expressly stated otherwise and subject to the other provisions of this
Agreement (including SECTIONS 6.9, 14.6, and 13.3 and SCHEDULE X), all
license and other intellectual property rights granted hereunder to
AT&T or the Eligible Recipients may be exercised by their employees
and AT&T Third Party Contractors (and their employees), provided that
such Utilization is on behalf, and for the benefit, of AT&T and the
Eligible Recipients (or their successors and assignees). AT&T shall
assume full responsibility for the acts or omissions of such persons
or entities under this Agreement. AT&T shall be Amdocs' primary point
of contact with respect to such licenses. Except as expressly
specified in this Agreement, nothing in this Agreement shall be deemed
to grant to one Party, by implication,
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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estoppel or otherwise, license rights, ownership rights or any other
intellectual property rights in any Materials owned by the other Party
or any Affiliate of the other Party (or, in the case of Amdocs, any
Eligible Recipient).
(d) INCORPORATED MATERIALS. Should either Party incorporate into Developed
Materials any intellectual property subject to third party patent,
copyright or license rights, any ownership or license rights granted
herein with respect to such Materials shall be limited by and subject
to any such patents, copyrights or license rights; provided that,
prior to incorporating any such intellectual property in any
Materials, the Party incorporating such intellectual property in the
Materials has disclosed this fact and obtained the prior approval of
the other Party.
14.6 AT&T RIGHTS UPON EXPIRATION OR TERMINATION OF AGREEMENT.
As part of the Termination Assistance Services, Amdocs shall provide the
following to AT&T and the Eligible Recipients with respect to Materials and
Software:
(a) AT&T OWNED MATERIALS. With respect to AT&T Owned Materials, Amdocs
shall [**]:
(i) deliver to AT&T all such Materials and all copies thereof in the
format and medium in use by Amdocs in connection with the
Services as of the date of such expiration or termination; and
(ii) following confirmation by AT&T that the copies of such Materials
delivered by Amdocs are acceptable and the completion by Amdocs
of any Termination Assistance Services for which such Materials
are required, destroy or securely erase all other copies of such
Materials then in Amdocs' possession and cease using such
Materials for any purpose.
(b) AMDOCS OWNED MATERIALS. With respect to those Materials owned by
Amdocs or Amdocs Affiliates (or which Amdocs or an Amdocs Affiliate
has the right to license) and used by them in connection with the
Services (with the exception of the Amdocs Software Package which is
licensed to AT&T by Amdocs pursuant to the terms and conditions set
forth in SCHEDULE X), Amdocs, unless otherwise agreed in advance by
AT&T in accordance with SECTION 6.4(C), [**]:
(i) hereby [**];
(ii) shall [**]; and
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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(iii) shall [**] of this Agreement [**] set forth on SCHEDULE X with
respect to maintenance, support, and other services for the
Amdocs Software Package.
AT&T shall [**] in this SECTION 14.6(B).
(c) THIRD PARTY SOFTWARE AND MATERIALS. To the extent permitted under
applicable third party agreements, with respect to Third Party
Software and Materials licensed by Amdocs or Amdocs Affiliates or
Subcontractors and used by them to provide the Services, Amdocs hereby
grants to AT&T (or, at AT&T's election, to AT&T's designee who agrees
to be bound by the confidentiality requirements of a non-disclosure
agreement as otherwise required under this Agreement) a sublicense
(with the right to grant sublicenses) offering the same rights and
warranties with respect to such Third Party Software and Materials
available to Amdocs (or Amdocs Affiliates or Subcontractors), on the
same terms and conditions, for the benefit and use of AT&T and the
Eligible Recipients upon the expiration or termination of this
Agreement with respect to the Services for which such Third Party
Software or Materials were used, including any growth or increased
utilization thereof after the termination or expiration of this
Agreement; provided that, during the Termination Assistance Services
period, Amdocs may, with AT&T's approval, substitute one of the
following for such sublicense:
(i) the assignment to AT&T (or, at AT&T's election, to AT&T's
designee) of the underlying license for such Third Party Software
or Materials; or
(ii) the procurement for AT&T (or, at AT&T's election, to AT&T's
designee) of a new license (with terms at least as favorable as
those in the license held by Amdocs or its Affiliates or
Subcontractors and with the right to grant sublicenses) to such
Third Party Software and Materials for the benefit or use of AT&T
and the Eligible Recipients.
In all events, AT&T shall be obligated to make monthly or annual
payments attributable to periods after the expiration or termination
of this Agreement with respect to the Services for which such Third
Party Software or Materials were used for the right to receive
maintenance or support related thereto, but only to the extent Amdocs
would have been obligated to make such payments if it had continued to
hold the licenses in question or AT&T has agreed in advance to make
such payments.
(d) SUBSTITUTE MATERIALS. If and to the extent AT&T has agreed in advance
to accept substitute software or materials, Amdocs may, in lieu of
Third Party Software and
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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Materials to which AT&T is otherwise entitled under SECTION 6.4(C),
deliver the specified licenses and other rights to equivalent software
and materials which are sufficient to perform, [**] support or
resources and at the levels of efficiency required by this Agreement,
the functions of such Third Party Software and Materials after the
expiration or termination of this Agreement.
15. REPRESENTATIONS AND WARRANTIES.
15.1 WORK STANDARDS.
Amdocs represents and warrants that the Services shall be rendered with
promptness and diligence and shall be executed in a professional and
workmanlike manner, in accordance [**] the Service Levels. Amdocs
represents and warrants that it shall use adequate numbers of qualified
individuals with suitable training, education, experience, competence and
skill to perform the Services. Amdocs shall provide such individuals with
training as to new products and services prior to the implementation of
such products and services in the AT&T environment.
15.2 MAINTENANCE.
(a) AMDOCS RESPONSIBILITY. Amdocs represents and warrants that, unless
otherwise agreed, it shall maintain the Equipment and Software so that
they operate substantially in accordance with the Service Levels and
their specifications, including (i) maintaining Equipment in good
operating condition, subject to normal wear and tear, (ii) undertaking
repairs and preventive maintenance on Equipment in accordance with the
applicable Equipment manufacturer's recommendations and requirements,
and (iii) performing Software maintenance in accordance with the
applicable Software supplier's documentation, recommendations and
requirements.
(b) OUT OF SUPPORT THIRD PARTY EQUIPMENT AND SOFTWARE. For Third Party
Equipment and Software no longer supported by the licensor or
manufacturer for which Amdocs has operational responsibility under
SCHEDULES E and E.2, Amdocs shall use commercially reasonable efforts
to perform maintenance for such Equipment or Software as required.
(c) REFRESH. To the extent Amdocs has financial responsibility under
SCHEDULES E and E.1 for Equipment or Software, Amdocs shall Upgrade or
replace such Equipment or Software as necessary to satisfy its
obligations under this Agreement, [**].
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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15.3 EFFICIENCY AND COST EFFECTIVENESS.
Amdocs represents and warrants that it shall use commercially reasonable
efforts to provide the Services in the most effective manner consistent
with the required level of quality and performance. Without limiting the
generality of the foregoing, such actions shall include:
(a) TIMING OF ACTIONS. Making adjustments in the timing of actions [**].
(b) TIMING OF FUNCTIONS. [**], the performance of non-critical functions
[**].
(c) SYSTEMS OPTIMIZATION. Tuning or optimizing the Systems (including
memory) used to perform the Services [**].
(d) USAGE SCHEDULING. Controlling its use of the System and/or the AT&T
data network by scheduling usage, where possible, to low utilization
periods
(e) ALTERNATIVE TECHNOLOGIES. Using alternative technologies to perform
the Services.
(f) EFFICIENCY. Efficiently using resources for which AT&T has financial
responsibility, consistent with industry norms, and compiling data
concerning such efficient use in segregated and auditable form
whenever possible.
15.4 SOFTWARE AND MODERNIZATION SERVICES.
(a) OWNERSHIP AND USE. Amdocs represents, warrants and covenants that it
is either the owner of, or authorized to use, any and all Software
provided and used by Amdocs in providing the Services. As to any such
Software that Amdocs does not own but is authorized to use, Amdocs
shall advise AT&T as to the ownership and extent of Amdocs' rights
with regard to such Software to the extent any limitation in such
rights would materially impair Amdocs' performance of its obligations
under this Agreement.
(b) AMDOCS OWNED SOFTWARE COMPLIANCE. Amdocs represents, warrants and
covenants that any Amdocs Owned Software will [**] described therein.
(c) DEVELOPED MATERIALS COMPLIANCE. Amdocs represents, warrants and
covenants that Developed Materials shall [**] set forth in an Order
for applicable New Services.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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(d) AMDOCS SOFTWARE PACKAGE COMPLIANCE. In addition to the
representations, warranties and covenants above, Amdocs represents,
warrants and covenants that Amdocs Software Package [**].
(e) NONCONFORMITY. In the event that the Amdocs Owned Software, Developed
Materials or the Amdocs Software Package do not Comply with the
Specifications and criteria set forth in this Agreement, and/or
materially and adversely affect the Services provided hereunder,
Amdocs shall repair in accordance with the provisions of SCHEDULE G or
replace such Software or Material with conforming Software or
Material. [**].
(f) OUT OF SUPPORT THIRD PARTY SOFTWARE. To the extent Third Party
Software for which Amdocs is operationally responsible under SCHEDULES
E and E.2 is no longer supported by the applicable licensor or
manufacturer, [**].
15.5 NON-INFRINGEMENT.
(a) PERFORMANCE OF RESPONSIBILITIES. Except as otherwise provided in this
Agreement, each Party represents and warrants that it shall perform
its responsibilities under this Agreement in a manner that does not
infringe, or constitute an infringement or misappropriation of, any
patent, copyright, trademark, trade secret or other proprietary or
privacy rights of any third party; provided, however, that the
performing Party shall not have any obligation or liability to the
extent any infringement or misappropriation is caused by (i)
modifications made by the other Party or its contractors or
subcontractors, without the knowledge or approval of the performing
Party, (ii) the other Party's combination of the performing Party's
work product or Materials with items not furnished, specified or
reasonably anticipated by the performing Party or contemplated by this
Agreement, (iii) a breach of this Agreement by the other Party, (iv)
the failure of the other Party to use corrections or modifications
provided by the performing Party offering equivalent features and
functionality, or (v) [**]. Each Party further represents and warrants
that it will not use or create materials in connection with the
Services which are or are alleged to be libelous, defamatory or
obscene.
(b) THIRD PARTY SOFTWARE INDEMNIFICATION. In addition, unless otherwise
agreed, with respect to Third Party Software provided by Amdocs
pursuant to this Agreement, Amdocs covenants that it shall make
commercially reasonable efforts to obtain and provide intellectual
property indemnification for AT&T (or obtain intellectual property
indemnification for itself and enforce such indemnification
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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on behalf of AT&T) from the suppliers of such Software. [**] under
this Agreement, or (ii) [**] types of software products.
(c) ACTIONS IN CASE OF INFRINGEMENT. In the event that (1) any Materials,
Developed Materials, Equipment or Software provided by Amdocs or its
Affiliates or Subcontractors pursuant to this Agreement or used by
them in the performance of the Services are found or, based upon a
third party claim or threatened claim of infringement, are likely to
be found, to infringe upon the patent, copyright, trademark, trade
secret, or other intellectual property or proprietary rights of any
third [**] under this Agreement or (2) the continued use of such
Materials, Developed Materials, Equipment or Software is enjoined,
Amdocs shall, in addition to defending, indemnifying and holding
harmless AT&T as provided in SECTION 17.1(A)(III) and to the other
rights AT&T may have under this Agreement, promptly and at its own
cost and expense and in such a manner as to minimize the disturbance
to AT&T's and the Eligible Recipients' business activities do one of
the following:
(i) [**]. [**] such Materials, Developed Materials, Equipment or
Software.
(ii) [**]. [**] as contemplated by this Agreement).
(iii) [**]. [**] such item(s) [**].
15.6 AUTHORIZATION.
Each Party represents and warrants to the other that:
(a) CORPORATE EXISTENCE. It is a corporation duly incorporated, validly
existing and in good standing under the laws of its State of
incorporation;
(b) CORPORATE POWER AND AUTHORITY. It has the requisite corporate power
and authority to execute, deliver and perform its obligations under
this Agreement;
(c) LEGAL AUTHORITY. It has obtained all licenses, authorizations,
approvals, consents or permits required to perform its obligations
under this Agreement under all applicable Laws and under all
applicable rules and regulations of all authorities having
jurisdiction over the Services, except to the extent the failure to
obtain any such license, authorizations, approvals, consents or
permits is, in the aggregate, immaterial;
(d) DUE AUTHORIZATION. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated by
this Agreement have
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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been duly authorized by the requisite corporate action on the part of
such Party; and
(e) NO VIOLATION OR CONFLICT. The execution, delivery, and performance of
this Agreement shall not constitute a violation of any judgment,
order, or decree; a material default under any material contract by
which it or any of its material assets are bound; or an event that
would, with notice or lapse of time, or both, constitute such a
default.
15.7 INDUCEMENTS.
Amdocs represents and warrants that it has not given and will not give
commissions, payments, kickbacks, lavish or extensive entertainment, or
other inducements of more than minimal value to any employee or agent of
AT&T in connection with this contract. Amdocs also represents and warrants
that, to the best of its knowledge, no officer, director, employee, agent
or representative of Amdocs has given any such payments, gifts,
entertainment or other thing of value to any employee or agent of AT&T.
Amdocs also acknowledges that the giving of any such payments, gifts,
entertainment, or other thing of value is strictly in violation of AT&T's
policy on conflicts of interest, [**].
15.8 MALICIOUS CODE.
Each Party shall cooperate with the other Party and shall take commercially
reasonable actions and precautions (including the use of Antivirus
Software) consistent with SCHEDULE E to prevent the introduction and
proliferation of Malicious Code into AT&T's environment or any System used
by Amdocs to provide the Services. [**] under this Agreement, [**] the
Malicious Code [**].
15.9 DISABLING CODE.
Amdocs represents and warrants that, without the prior written consent of
AT&T, Amdocs shall not insert into the Software any Disabling Code. Amdocs
further represents and warrants that, with respect to any Disabling Code
that may be part of the Software, Amdocs shall not invoke or cause to be
invoked such Disabling Code at any time, including upon expiration or
termination of this Agreement for any reason, without AT&T's prior written
consent. Amdocs also represents and warrants that it shall not use Third
Party Software with Disabling Code without the prior approval of AT&T.
15.10 COMPLIANCE WITH LAWS.
(a) COMPLIANCE BY AMDOCS. Amdocs represents and warrants that, with
respect to the provision of the Services and the performance of its
other legal and
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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contractual obligations hereunder, it is and shall be in compliance
with all applicable Laws (including but not limited to those requiring
the acquisition of applicable permits, certificates, manifests,
approvals and inspections, applicable to the use of AT&T Sites in the
provision of Services, and applicable to the Equipment, Software,
Systems and Services for which Amdocs is operationally responsible) on
the Effective Date and shall remain in compliance with such Laws for
the entire term of this Agreement. If a charge or a claim of
non-compliance by Amdocs with such Laws is made or asserted against
Amdocs, Amdocs shall promptly notify AT&T of such charge or claim.
(b) COMPLIANCE WITH FCC DOCKET NO. 96-115. Notwithstanding and without
limiting any other provisions of this Agreement, Amdocs represents and
warrants that, with respect to the provision of the Services and the
performance of its other legal and contractual obligations hereunder,
it shall be in compliance with any Laws based on 47 U.S.C. Section 222
(including the rules and orders issued from Federal Communications
Commission's CC Docket No. 96-115) and any Laws addressing similar
subject matters, and shall remain in compliance with such Laws for the
entire term of this Agreement, including identifying and procuring
applicable permits, certificates, approvals and inspections required
under such Laws.
(c) COMPLIANCE DATA AND REPORTS. [**], Amdocs shall provide AT&T with data
and reports in Amdocs' possession necessary for AT&T to comply with,
all Laws applicable to the Services.
(d) SOFTWARE, EQUIPMENT, SYSTEMS AND MATERIALS COMPLIANCE. Amdocs
covenants that the Software, Equipment, Systems and Materials owned,
provided or used by Amdocs in providing the Services are in compliance
with all applicable Laws on the Effective Date and shall remain in
compliance with such Laws for the entire term of this Agreement.
(e) NOTICE OF LAWS. Amdocs shall notify AT&T of any Laws and changes in
Laws of which Amdocs is aware applicable to the provision of the
Services and shall, to the extent such Laws or changes in Laws require
a change in the performance, receipt, or use of the Services, identify
the impact of such Laws and changes in Laws on Amdocs' performance and
AT&T's receipt and use of such Services. Amdocs also shall [**] to be
provided hereunder and shall [**], Amdocs shall [**]. With respect to
those Laws applicable to AT&T [**], AT&T shall [**]. At AT&T's
request, Amdocs Personnel shall participate in AT&T provided
regulatory compliance training programs.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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(f) AT&T NOTICE OF LAWS. AT&T shall notify Amdocs of any Laws and changes
in Laws specific to the provision of directories services by AT&T as
AT&T becomes aware of such changes of Laws in the same manner and to
the same extent as AT&T notifies its employees, and shall, to the
extent such Laws or changes in Laws require a change in the
performance, receipt, or use of the Services, identify the impact of
such Laws and changes in Laws on Amdocs' performance and AT&T's
receipt and use of the Services.
(g) COST OF COMPLIANCE WITH CHANGES IN LAWS. Amdocs shall comply with all
Laws and changes in Laws applicable to the Services (including Laws
specifically applicable to AT&T or the Eligible Recipients as
providers of telecommunication or directories or advertising services
to the extent Amdocs receives notice of such Laws from AT&T or as
otherwise provided in SECTION 15.10) and shall implement upon AT&T
approval any necessary modifications to the Services prior to the
deadline imposed by the regulatory or governmental body having
jurisdiction for such requirement or change. With respect to changes
in the Laws applicable to the provision of telecommunication or
directories or advertising services by AT&T or the Eligible Recipients
(excluding Laws applicable to the provision of information technology,
data processing and/or printing products and services), such
modifications shall be considered New Services [**] provided by Amdocs
[**]; provided that, [**] Amdocs shall [**] with compliance with such
Laws.
(h) COMPLIANCE WITH DATA PRIVACY LAWS. Without limiting the foregoing,
with respect to any AT&T Personal Data, Amdocs shall comply with all
Laws under applicable Privacy Laws (as well as Laws with respect to
any CPNI or CPI). Amdocs shall also provide AT&T with such assistance
as AT&T may reasonably require to fulfill its responsibilities under
the respective applicable Privacy Laws.
(i) COMPLIANCE WITH EXPORT CONTROL LAWS.
(i) The Parties shall comply with all export control, import and
foreign trade sanctions laws, rules and regulations, in their
performance of this Agreement. Without prejudice to the
generality of the foregoing, the Parties understand and
acknowledge that certain Applications, Materials and Services
(including technical assistance and technical data) to be
provided hereunder may be subject to export controls under the
laws and regulations of the United States, the European Union and
other foreign trade control laws, rules and regulations
restricting their transfer to certain countries and parties,
including the US Export Administration Regulations and trade
sanctions programs administered by the US Department of the
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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Treasury. Each Party shall comply with all applicable export
control and other foreign trade laws, rules and regulations in
the exercise of its rights or performance of its obligations
hereunder, and shall not use, resell, export, transfer,
distribute, dispose of or otherwise deal with the Applications or
any technical data related thereto, directly or indirectly,
except in full compliance with such laws, rules and regulations.
(ii) No Party shall use, sell, export, re-export, distribute,
transfer, dispose or otherwise deal with any such Material or any
direct product thereof or undertake any transaction or Service
without first obtaining all necessary consents, permits and
authorizations and completing such formalities as may be required
by any such laws or regulations.
(iii) Amdocs shall be solely responsible for arranging export
clearance, including applying for and obtaining any permits,
licenses or other authorizations and complying with export
clearance formalities, for all exports of Materials and Services
made by Amdocs hereunder, including exports by Amdocs to its
Affiliates or Subcontractors and exports from such Affiliates or
Subcontractors to Amdocs or to AT&T in the United States. AT&T
agrees to use reasonable efforts to obtain and provide to Amdocs
in a timely manner any end-user, end-use and other documentation
and certifications as may reasonably be requested by Amdocs in
support of any applications made to relevant government
authorities in connection with such exports.
(iv) AT&T shall be solely responsible for arranging export clearance,
including applying for and obtaining any permits, licenses or
other authorizations and complying with export clearance
formalities, for all exports of Materials and Services made by
AT&T hereunder, including exports by AT&T to its Affiliates or
Subcontractors and exports from such Affiliates or Subcontractors
to Amdocs or to AT&T in the United States. Amdocs agrees to use
reasonable efforts to obtain and provide to AT&T in a timely
manner any end-user, end-use and other documentation and
certifications as may reasonably be requested by AT&T in support
of any applications made to relevant government authorities in
connection with such exports.
(v) Each Party represents and warrants for the benefit of the other
that it shall not export/reexport or otherwise transfer any
Applications, Materials or Services to any country that is
subject to US trade sanctions imposed from time to time
(currently, Cuba, Iran, North Korea, Sudan and Syria), to any
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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persons or entities located in or organized under the laws of
such country, or who are owned or controlled by or acting on
behalf of the governments of such countries, as well as to
citizens of such countries, or to persons identified from time to
time on applicable US government restricted party lists (e.g.,
the US Department of Commerce's Denied Party List, Entity List,
Unverified List; the US Department of the Treasury's List of
Specially Designated Nationals and Other Blocked Persons; the US
Department of State's various non-proliferation lists).
(vi) Each Party further represents and warrants that it has in place
compliance mechanisms sufficient to assure compliance with
applicable export control and foreign trade control laws, rules
and regulations. Neither Party shall do anything which would
cause the other Party to be in breach of applicable export
control or foreign trade control laws, rules and regulations.
(j) FOREIGN CORRUPT PRACTICES ACT (FCPA) COMPLIANCE.
(i) Without limiting any other provision of this Agreement, in all
activities associated with the performance of the Services,
Amdocs shall perform in a manner consistent with the requirements
of the FCPA. [**].
(ii) Amdocs agrees that no part of Amdocs' compensation will be used
for any purpose that could constitute a violation of the FCPA.
AT&T agrees that it does not desire and will not request any
service or action by Amdocs which would constitute such a
violation. Amdocs agrees that it will not hire or in any other
way retain a foreign official, a foreign political party or
official thereof, or a candidate for foreign political office for
any purpose relating to or in connection with the Services.
(k) EXECUTIVE ORDER COMPLIANCE. Amdocs' obligation to comply with all Laws
includes the procurement of permits, certificates, approvals,
inspections and licenses, when needed, in the performance of this
Agreement. Amdocs further agrees to comply with all applicable
Executive Order and Federal regulations as set forth in "Executive
Orders and Federal Regulations" and by this reference made a part of
this Agreement.
(l) RESPONSIBILITY. [**] on Amdocs, AT&T or the Eligible Recipients [**]
of Amdocs or its Subcontractors [**] under this Agreement.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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(m) TERMINATION. In the event that there is any change in Law that results
in AT&T incurring significantly increased Charges in accordance with
this Agreement (other than Charges for the Services performed on the
AT&T Data, Equipment or Software as required to comply with any Law)
or otherwise materially adversely affects Amdocs' ability to perform
the Services, then AT&T may at its option terminate this Agreement in
its entirety or (subject to the application of Change Management
Procedures) the affected portion of the Services by giving Amdocs at
least [**] and designating a date upon which such termination shall be
effective. If AT&T so terminates, Amdocs shall then be entitled to
charge the applicable Termination Charges that would apply if AT&T
were terminating under SECTION 20.1(A).
(n) GOVERNMENT CONTRACT PROVISIONS.
(i) To the extent that Amdocs's performance is subject to certain
executive orders (including E.O. 11246 and E.O. 13201) and
statutes (including Section 503 of the Rehabilitation Act of
1973, as amended; the Vietnam Era Veteran's Readjustment
Assistance Act of 1974; and the Jobs for Veterans Act) pertaining
to government contractors, Amdocs shall:
(1) comply with such executive orders and statutes, and their
implementing regulations, as amended from time to time; and
(2) fulfill the obligations of a contractor under the clauses
incorporated by this Section.
(ii) This Section incorporates the following clauses:
(1) "Affirmative Action For Workers With Disabilities" (at 48
CFR 52.222-36);
(2) "Employment Reports On Special Disabled Veterans, Veterans
Of The Vietnam Era, and Other Eligible Veterans" (at 48 CFR
52.222-37);
(3) "Equal Employment Opportunity" (at 48 CFR 52.522-26);
(4) "Equal Employment Xxxxxxxxxxx Xxxxxx " (xx 00 XXX
Section 60-1.4(a));
(5) "Equal Opportunity For Special Disabled Veterans And
Veterans of the Vietnam Era" (at 41 CFR Section 60-250.5);
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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(6) "Equal Opportunity For Special Disabled Veterans, Veterans
Of The Vietnam Era, And Other Eligible Veterans" (at 48 CFR
52.222-35);
(7) "Equal Opportunity For Workers With Disabilities" (at 41 CFR
Section 60-741.5);
(8) "Notice Of Employee Rights Concerning Payment Of Union Dues
Or Fees" (at 29 CFR Section 470.2);
(9) "Notification Of Employee Rights Concerning Payment Of Union
Dues Or Fees" (at 48 CFR 52.222-39);
(10) "Prohibition of Segregated Facilities" (at 48 CFR
52.522-21);
(11) "Small Business Xxxxxxxxxxxxxx Xxxx" (xx 00 XXX 52.219-9);
and
(12) "Utilization Xx Xxxxx Xxxxxxxx Xxxxxxxx" (xx 00 XXX
52.219-8).
(iii) If an Order includes a statement that performance is intended
for a government contract and incorporates additional government
contracting provisions, Amdocs shall also fulfill the obligations
of a contractor or offeror under those additional provisions.
(o) OFFSHORE TRANSFER OR PROCESSING OF AT&T DATA.
Amdocs represents and warrants that, to the extent that its
performance of the Services includes the transfer, storage or
processing outside of the United States of AT&T Data or other
performance of the Services outside of the United States, such
Services (the "OFFSHORE SERVICES") will be (i) performed in accordance
with the Agreement and Laws (including Privacy Laws) of the United
States, European Union (if applicable) and any jurisdiction in which
the Offshore Services are performed and (ii) performed such that Laws
permit the transfer of the AT&T Data back into the United States, and
future performance of the Services within the United States, without
any additional cost to AT&T or authorization or permission of any
Entity or government.
In the event that new Laws or changes in Laws (including as
contemplated in SECTION 15.10): (i) require that any such Services be
performed within the United States or any other jurisdiction; (ii)
prohibit the performance of any Services as Offshore Services; or
(iii) require that the AT&T Data used in connection with such Offshore
Services be transferred back to the United States or restrict such
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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AT&T Data from being transferred to or from, or processed in, stored
in or accessed from any jurisdiction (collectively, "OFFSHORE
IMPACT"). In such event, Amdocs shall perform all necessary tasks in
order to continue to perform the Services, including any Offshore
Services, in compliance with Laws, including, as required by Laws, the
performance of any or all Services within the United States. Upon the
event of an Offshore Impact, the Parties will in good faith seek to
agree on changes, if any, to the Charges appropriate due to the
increased costs, if any, of Amdocs.
Amdocs represents and warrants that, to the extent that Offshore
Services are performed and to the extent that AT&T Data is transferred
to, processed or stored outside, or accessed from outside of the
United States and in addition to its other obligations under this
Agreement, Amdocs shall store and process AT&T Data and store and
operate all Application Software in a secure environment designed,
monitored and administered to prevent the violation of Laws or this
Agreement. In addition, Amdocs shall establish, and require all Amdocs
Personnel to comply with, stringent policies and rules regarding the
removal of AT&T Data or Application Software from Amdocs facilities
and otherwise requiring Amdocs Personnel to act in accordance with
this Agreement and Laws, and Amdocs shall establish physical and
logical measures to ensure that such policies and rules are followed.
Under no circumstances shall AT&T Data or Application Software used in
Offshore Services be removed from Amdocs facilities.
(p) OFFSHORE SERVICE RESTRICTIONS.
Without limiting Amdocs' obligations or AT&T's rights or any provision
of this Agreement, Amdocs represents and warrants that, to the extent
that Offshore Service are performed, no more than [**]% of all Amdocs
Personnel performing Services will be located outside of the United
States. If [**] after the FARA Effective Date or thereafter Amdocs has
not had either (i) more than [**] or (ii) [**], Amdocs may increase
the percentage of Amdocs Personnel performing such Services outside
the United States, provided the aggregate percentage does not exceed
[**]%. Such an increase is subject to Amdocs' demonstrating its
ability to meet (i) or (ii) above over the immediately preceding [**]
period and its ability to continue to support business requests for
support and project development at prescribed Annual Development
Budget levels. In the event Amdocs has either (i) more than [**] or
(ii) [**], then the Parties will discuss and consider whether to allow
Amdocs to increase the percentage of Amdocs Personnel performing
Services outside the United States, provided that AT&T will not be
obliged to permit an increase in the percentage of Amdocs Personnel
performing Services outside the United States until Amdocs has not
been in violation of (i) or (ii)
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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above at all times for the immediately preceding [**] period.
However, if Amdocs [**], and without limiting any other rights of
AT&T, Amdocs shall [**] the level of Amdocs Personnel performing
Services outside of the United States to no more than [**].
At any point at least [**] after the FARA Effective Date, Amdocs may
propose to AT&T that more than [**]% (but less than [**]%) of Amdocs
Personnel performing Services be located outside of the United States.
This proposal will consist of a transition plan as well as supporting
rationale such as continued performance at or above the Critical
Service Levels, and process improvements and technology improvements
that support the concept of moving more of the Services outside of the
United States. AT&T agrees to evaluate these proposals in good faith,
but AT&T shall have no obligation to agree to any increase in the
performance of Services outside of the United States.
AT&T may agree, in its sole discretion, to permit additional Offshore
Services not authorized under this SECTION 15.10(O) for a reduction in
Charges based on Amdocs' reduction in costs relating to such
Offshoring Services.
15.11 [**].
[**] the Services.
15.12 DISCLAIMER.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY
REPRESENTATIONS, CONDITIONS OR WARRANTIES TO THE OTHER PARTY, WHETHER
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
15.13 PAYMENT CARD INDUSTRY DATA SECURITY STANDARDS AND CREDIT CARD INFORMATION.
The Payment Card Industry ("PCI") data security standards are network
security and business practice guidelines developed for Visa, MasterCard,
American Express and Discover Card. They were developed to establish a
minimum security standard with regards to the protection of cardholder's
account and transaction information. The PCI Security Standards Council,
LLC (a non-AT&T entity) owns, develops, maintains and distributes the PCI
Data Security Standard ("DSS"). If Amdocs (including its Subcontractor,
agent or any third party, acting through, or on behalf of Amdocs) collects,
processes, handles, and/or maintains credit card data and/or related
transaction status or
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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identity information through, for, or on behalf of AT&T (including, without
limitation, for itself, or in connection with AT&T's joint or co-branded
relationships and/or its, or their customers, as the case may be), Amdocs
represents and warrants that it is, and shall remain PCI DSS compliant, if
applicable, at no cost to AT&T, for the longer of the term of this
Agreement or any of Amdocs's applicable obligation periods under this
Agreement, in accordance with the requirements of the PCI DSS. To
demonstrate compliance, Amdocs will complete and submit annually to AT&T
the PCI DSS Self-Assessment Questionnaire or other such documentation
required by the most current PCI DSS, relative to the Services Amdocs
provides under this Agreement. Notwithstanding anything to the contrary
contained within the clause entitled Information or any other provision
within this Agreement, Amdocs acknowledges that credit card information is,
shall be deemed, and shall be treated as Information under this Agreement
irrespective of whether or not such Information is conspicuously marked as
confidential or proprietary and Amdocs's obligation to treat credit card
related Information as confidential shall survive the termination or
expiration of this Agreement. Except as may be provided elsewhere in this
Agreement, nothing contained within this clause shall be construed to mean,
or means, that Amdocs is authorized to delegate, assign or subcontract any
portion of its obligations under this clause to any third party.
16. INSURANCE AND RISK OF LOSS.
16.1 INSURANCE.
(a) With respect to Amdocs' performance under this Agreement, and in
addition to Amdocs' obligation to indemnify, Amdocs shall comply with
this Section.
(b) Amdocs shall maintain insurance coverages and limits required by this
Section and any additional insurance and/or bonds required by law:
(i) at all times during the term of this Agreement and until
completion of all Services associated with this Agreement ,
whichever is later; and
(ii) with respect to any coverage maintained in a "claims-made"
policy, for [**] years following the term of this Agreement or
completion of all Services associated with this Agreement,
whichever is later. If a "claims-made" policy is maintained, the
retroactive date must precede the commencement of Services under
this Agreement;
(c) Amdocs shall require each Subcontractor that may perform Services
under this Agreement or enter upon the AT&T Facilities or Amdocs
facilities to maintain coverages, requirements, and limits at least as
broad as those listed in this Section
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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from the time when the subcontractor begins performance of Services,
throughout the term of the Subcontractor's performance of Services
and, with respect to any coverage maintained on a "claims-made"
policy, [**] thereafter.
(d) Amdocs shall procure the required insurance from an insurance company
eligible to do business in the state or states where Services will be
performed and having and maintaining a Financial Strength Rating of
"[**]" or better and a Financial Size Category of "[**]" or better, as
rated in the A.M. Best Key Rating Guide for Property and Casualty
Insurance Companies, except that, in the case of Workers' Compensation
insurance, Amdocs may procure insurance from the state fund of the
state where Services are to be performed.
(e) Amdocs shall deliver to AT&T, certificates of insurance stating the
types of insurance and policy limits, with a cancellation clause
amended to read as follows: "The issuing company will endeavor to
provide at least 30 days advance written notice of cancellation or
non-renewal to AT&T". Amdocs shall deliver such certificates:
(i) prior to execution of this Agreement and prior to commencement of
any Services;
(ii) prior to expiration of any insurance policy required in this
Section; and
(iii) for any coverage maintained on a "claims-made" policy, for [**]
following the term of this Agreement or completion of all
Services associated with this Agreement, whichever is later.
(f) The Parties agree:
(i) the failure of AT&T to demand such certificate of insurance or
failure of AT&T to identify a deficiency will not be construed as
a waiver of Amdocs' obligation to maintain the insurance required
under this Agreement;
(ii) that the insurance required under this Agreement does not
represent that coverage and limits will necessarily be adequate
to protect Amdocs, nor be deemed as a limitation on Amdocs'
liability to AT&T in this Agreement;
(iii) Amdocs may meet the required insurance coverages and limits with
any combination of primary and Umbrella/Excess liability
insurance; and
(iv) Amdocs is responsible for any deductible or self-insured
retention.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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(g) The insurance coverage required of Amdocs by this Section shall
include:
(i) Workers' Compensation insurance with benefits afforded under the
laws of the state in which the Services are to be performed and
Employers Liability insurance with minimum limits of:
$[**] for Bodily Injury - each accident
$[**] for Bodily Injury be disease - policy limits
$[**] for Bodily Injury by disease - each employee
To the fullest extent allowable by law, the policy must include a
waiver of subrogation in favor of AT&T, its Affiliates, and their
directors, officers and employees.
In states where Workers' Compensation insurance is a monopolistic
state-run system, Amdocs shall add Stop Gap Employers Liability
with limits not less than $[**] each accident or disease.
(ii) Commercial General Liability insurance written on Insurance
Services Office (ISO) Form CG 00 01 12 04 or a substitute form
providing equivalent coverage, covering liability arising from
premises, operations, personal injury, products/completed
operations, and liability assumed under an insured contract
(including the tort liability of another assumed in a business
contract) with minimum limits of:
$[**] General Aggregate limit
$[**] each occurrence limit for all bodily injury or property
damage incurred in any one (1) occurrence
$[**] each occurrence limit for Personal Injury and Advertising
Injury
$[**] Products/Completed Operations Aggregate limit
$[**] each occurrence limit for Products/Completed Operations
$[**] Damage to Premises Rented to You (Fire Legal Liability)
(iii) The Commercial General Liability insurance policy must:
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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(1) include AT&T, its Affiliates, and their directors, officers,
and employees as Additional Insureds. Amdocs shall provide a
copy of the Additional Insured endorsement to AT&T. The
Additional Insured endorsement may either be specific to
AT&T or may be "blanket" or "automatic" addressing any
person or entity as required by contract. A copy of the
Additional Insured endorsement must be provided within 60
days of execution of this Agreement and within 60 days of
each Commercial General Liability policy renewal;
(2) include a waiver of subrogation in favor of AT&T, its
Affiliates, and their directors, officers and employees; and
(3) be primary and non-contributory with respect to any
insurance or self-insurance that is maintained by AT&T.
(iv) Business Automobile Liability insurance with minimum limits of
$[**] each accident for bodily injury and property damage,
extending to all owned, hired, and non-owned vehicles.
(v) Umbrella/Excess Liability insurance with limits of at least $[**]
each occurrence and in the aggregate with terms and conditions at
least as broad as the underlying Commercial General Liability,
Business Auto Liability, and Employers Liability policies.
Umbrella/Excess Liability limits will be primary and
non-contributory with respect to any insurance or self-insurance
that is maintained by AT&T.
(vi) Fidelity or Crime insurance covering employee dishonesty. Amdocs
shall include a client coverage endorsement written for limits of
$[**] in the aggregate and shall include AT&T as Loss Payee.
(vii) Professional Liability (Errors & Omissions) insurance with
minimum limits of $[**] each claim or wrongful act and in the
aggregate.
(viii) Internet Liability and Network Protection (Cyberrisk) insurance
with minimum limits of $[**] each claim or wrongful act and in
the aggregate.
(ix) Media Liability insurance with minimum limits of $[**] each claim
or wrongful act and in the aggregate.
(x) Property insurance with limits equal to the replacement cost of
Amdocs' Business Personal Property at the location where Services
are to be
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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performed under this Agreement. The Property insurance policy
will include [**].
16.2 RISK OF LOSS.
(a) GENERAL. Except as otherwise provided in ARTICLE 17, each Party shall
be responsible for risk of loss of, and damage to, any Equipment,
Software or other materials in its possession or under its control.
Amdocs shall [**]. Each Party shall promptly notify the other of any
damage (except normal wear and tear), destruction, loss, theft, or
governmental taking of any item of Equipment, Software or other
materials in the possession or under the control of such Party,
whether or not insured against by such Party, whether partial or
complete, which is caused by any act, omission, fault or neglect of
such Party ("EVENT OF LOSS"). Such Party shall be responsible for the
cost of any necessary repair or replacement of such Equipment,
Software or other materials due to an Event of Loss; in the event of
an AT&T Event of Loss, such repair or replacement shall not be
considered part of Amdocs' maintenance obligations. For an AT&T Event
of Loss, Amdocs shall coordinate and oversee repair or replacement
performed by a third-party on a Pass-Through Expenses basis, or by
Amdocs at agreed-upon prices.
(b) WAIVER. Except as provided below, Amdocs and AT&T each waive all
rights to recover against the other Party for damage, destruction,
loss, theft, or governmental taking of their respective real or
tangible personal property (whether owned or leased) from any cause to
the extent covered by insurance maintained by each of them, [**]. This
waiver of subrogation shall not extend to the damage, destruction,
loss or theft of real or tangible personal property caused by the
negligence or other tortious conduct of the other Party or the failure
of the other Party to comply with its obligations under this
Agreement. Amdocs and AT&T will [**] by each Party.
16.3 THIRD PARTY ADMINISTRATOR
Amdocs understands and acknowledges that AT&T may engage the services of a
third party administrator (the "ADMINISTRATOR") to perform certain
Agreement-related administrative functions for AT&T which may include (i)
collecting and verifying certificates of insurance, (ii) providing
financial analysis, (iii) verifying certifications under SECTION 9.12
(Supplier Diversity), and (iv) collecting and verifying Amdocs profile
information. Amdocs shall (A) cooperate with the Administrator in
Administrator's performance of such functions, (B) provide such data as the
Administrator may from time to time request, and (C) pay the Administrator
a one time set-up fee of $30 and an annual
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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fee for the performance of such functions (not to exceed $300).
Notwithstanding any other provision of the Agreement, AT&T may provide
Proprietary Information regarding Amdocs to the Administrator, as
appropriate to the exercise AT&T's rights under this Agreement.
17. INDEMNITIES.
17.1 INDEMNITY BY AMDOCS.
(a) GENERAL INDEMNIFICATION. Subject to the provisions of SECTION 18.2
Amdocs agrees to indemnify, defend and hold harmless AT&T and the
Eligible Recipients and their respective officers, directors,
employees, agents, representatives, successors, and assigns from any
and all Losses and threatened Losses relating to third party claims
arising from or in connection with any of the following:
(i) REPRESENTATIONS, WARRANTIES AND COVENANTS. Amdocs' breach of any
of the representations, warranties and covenants set forth in
SECTIONS 15.6, 15.10, and 15.13;
(ii) [**]. [**] on or after the Commencement Date [**] pursuant to
this Agreement;
(iii) [**]. [**] on or after the Commencement Date [**] to provide the
Services;
(iv) [**]. [**];
(v) [**]. [**] proprietary rights [**];
(vi) [**]. Taxes [**], that are the [**];
(vii) [**]. [**] or the regulations promulgated thereunder;
(viii) [**]. [**] under this Agreement, [**] under this Agreement;
(ix) [**]. [**] to this Agreement;
(x) [**]. [**], except to the extent [**];
(xi) [**]. Any claim (including claims by Transitioned Employees
transitioned prior to or after the FARA Effective Date) relating
to any: (i) violation by Amdocs, Amdocs Affiliates or
Subcontractors, or their
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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respective officers, directors, employees, representatives or
agents, of Federal, state, provincial, local, international or
other Laws or regulations or any common law protecting persons or
members of protected classes or categories, including laws or
regulations prohibiting discrimination or harassment on the basis
of a protected characteristic; (ii) liability arising or
resulting from [**] from and after [**] from and after [**];
and/or (vi) [**] under this Agreement; and
(xii) [**]. [**] associated with this Agreement.
(b) [**]. Notwithstanding anything to the contrary in this Agreement, [**]
in connection with: [**] of this Agreement, and [**] of this
Agreement.
17.2 INDEMNITY BY AT&T.
(a) Subject to the provisions of SECTION 18.2, AT&T agrees to indemnify,
defend and hold harmless Amdocs and its officers, directors,
employees, agents, representatives, successors, and assigns, from any
Losses and threatened losses relating to third party claims arising
from or in connection with any of the following:
(i) [**]. [**];
(ii) [**]. [**] under this Agreement;
(iii) [**]. [**];
(iv) [**]. [**];
(v) [**]. [**] under this Agreement, except to the extent [**]
(vi) [**]. [**] other proprietary rights [**];
(vii) [**]. [**], that are the [**];
(viii) [**]. [**] under this Agreement [**] under this Agreement; and
(ix) [**]. [**] under this Agreement.
(b) [**]. Notwithstanding anything to the contrary in this Agreement, [**]
of this Agreement.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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17.3 ADDITIONAL INDEMNITIES.
Amdocs and AT&T each agree to indemnify, defend and hold harmless the
other, and the Eligible Recipients and their respective Affiliates,
officers, directors, employees, agents, representatives, successors, and
assigns, from any and all Losses and threatened Losses arising from or in
connection with any of the following: (a) the death or bodily injury of any
agent, employee, customer, business invitee, business visitor or other
person caused by the negligence or other tortious conduct of the indemnitor
or the failure of the indemnitor to comply with its obligations under this
Agreement; and (b) the damage, loss or destruction of any real or tangible
personal property caused by the negligence or other tortious conduct of the
indemnitor or the failure of the indemnitor to comply with its obligations
under this Agreement.
17.4 ENVIRONMENTAL MATTERS.
(a) EQUIPMENT CONTAINING HAZARDOUS MATERIALS. At least fifteen (15) days
prior to the delivery of Equipment containing Hazardous Materials for
which AT&T is financially responsible to an AT&T Site or the transfer
of ownership of Amdocs-owned Equipment containing Hazardous Materials
to AT&T, Amdocs shall provide AT&T with a MSDS for such Equipment.
Each MSDS shall include an attachment indicating the specific worker
protection equipment requirement for use with the Hazardous Material
covered thereby. If the Hazardous Material is a chemical defined by
Proposition 65, the MSDS for said chemical should indicate that the
chemical is one, which is known to the State of California to cause
cancer, birth defects, or other reproductive harm. Notwithstanding any
other provision of this Agreement, AT&T shall have the right, but not
the duty, to refuse acceptance or rescind the agreement to transfer
ownership of any Equipment containing Hazardous Materials without
incurring liability. Amdocs shall also ensure that all Equipment
addressed in this subsection, which is required by applicable Laws to
be marked, is so marked. Amdocs shall also provide AT&T with the same
information, if any, that it provides to any Amdocs Personnel
concerning the disposition of such Equipment.
(b) DISPOSITION OF WASTE. [**] shall investigate, select, and identify the
transporter, which will be used to transport Waste ("WASTE
TRANSPORTER") and the facility, which will be used to receive, handle,
dispose, recycle, or treat Waste ("WASTE FACILITY"). [**] reserves the
right to veto any Waste Transporter or Waste Facility selection that
[**] knows or has reason to know is not acceptable. Should Amdocs
select a Waste Facility that is a RCRA B permitted facility, [**]
agrees to provide the [**] Environmental Management (EM) regional
office for the [**] Site producing the Waste with proof that such
facility meets the financial
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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assurance obligations imposed upon RCRA B permitted facilities by Laws
to compensate third parties for bodily injury or property damage
arising from facility operations by (i) a copy of a Hazardous Waste
Facility Liability endorsement or a copy of the Certificate of
Liability Insurance on file with the Environmental Protection Agency
(EPA); (ii) a copy of the letter on file with the EPA from the Waste
Facility's chief financial officer demonstrating the Waste Facility's
ability to cover liability claims; (iii) a copy of the corporate
guarantee on file with the EPA which shows the guarantor has
sufficient funds to implement the guarantee, or (iv) any combination
of the above.
Prior to initiating Waste shipments requiring a generator number, [**]
shall obtain an [**] generator number from the [**] EM regional office
for the [**] Site producing the Waste. [**] shall also ensure that (i)
all applicable shipping documentation (e.g., manifests and bills of
lading) and labels are properly prepared and affixed to the Waste and
the Waste is packaged, prepared, and shipped in containers and/or
vehicles specified by the then current and applicable regulations of
the U.S. Department of Transportation (DOT), the Environmental
Protection Agency (EPA) or any successors thereto and/or any other
federal, state, and/or local agency having jurisdiction. [**] of
removal of Waste from an [**] Site, Amdocs shall provide the [**] EM
regional office for the [**] Site producing the Waste with the
properly dated transporter acknowledgement of receipt of Waste.
The addresses of the [**] EM regional offices are as follows:
[**]
The foregoing list of [**] EM regional offices may be updated from
time-to-time by AT&T as made known to Amdocs.
(c) AT&T WARRANTIES. AT&T warrants that (i) during the term of this
Agreement AT&T Sites will be in material compliance with applicable
Environmental Laws; (ii) it shall promptly provide Amdocs with notice
of any Substance Release of Hazardous Materials of which it has
knowledge, that is reportable under applicable Environmental Laws, and
that directly or indirectly affects Amdocs' ability to perform
Services at AT&T Sites; (iii) if Hazardous Materials in, on, or
adjacent to any AT&T Site, including such AT&T Site's soil or surface
or groundwater, directly or indirectly affects Amdocs' activities or
Amdocs' Personnel at an AT&T Site, AT&T will clean up and remove the
Hazardous Materials, in accordance with applicable Environmental Laws
and remediate the AT&T Site, if required by applicable Environmental
Laws, to the condition
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AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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approved by the applicable governmental agency; and (iv) it shall
promptly provide Amdocs with notice of any Environmental Claim
directly related to any Amdocs Personnel or Amdocs' activities at such
AT&T Sites.
(d) AMDOCS WARRANTIES. Amdocs warrants that (i) it will not use,
manufacture, store, treat, transport, refine, handle, produce, or
dispose of a Hazardous Material in, at, on, under, upon or from an
AT&T Site except in material compliance with applicable Environmental
Laws; (ii) it shall promptly provide AT&T with notice of any Substance
Release of Hazardous Materials in, at, on, under, upon, or from an
AT&T Site of which it has knowledge that is reportable under
applicable Environmental Laws; (iii) it shall promptly provide AT&T
with notice of any Environmental Claim directly related to any AT&T
Site or Amdocs' activities at such AT&T Sites; and (iv) if it causes
Hazardous Materials to contaminate an AT&T Site, including such AT&T
Site's soil or surface or groundwater, it will promptly clean up and
remove such Hazardous Materials in accordance with applicable
Environmental Laws and remediate the AT&T Site, if required by
applicable Environmental Laws, to the condition approved by the
applicable governmental agency.
17.5 INDEMNIFICATION PROCEDURES.
With respect to third party claims, the following procedures shall apply:
(a) NOTICE. Promptly after receipt by any entity entitled to
indemnification (under SECTION 17.1 through SECTION 17.4 or any other
provisions of this Agreement) of notice of the commencement or
threatened commencement of any civil, criminal, administrative, or
investigative action or proceeding involving a claim in respect of
which the indemnitee will seek indemnification pursuant to any such
Section, the indemnitee shall notify the indemnitor of such claim. No
delay or failure to so notify an indemnitor shall relieve it of its
obligations under this Agreement except to the extent that such
indemnitor has suffered actual prejudice by such delay or failure.
Within fifteen (15) days following receipt of notice from the
indemnitee relating to any claim, but no later than five (5) days
before the date on which any response to a complaint or summons is
due, the indemnitor shall notify the indemnitee that the indemnitor
elects to assume control of the defense and settlement of that claim
(a "NOTICE OF ELECTION").
(b) PROCEDURE FOLLOWING NOTICE OF ELECTION. If the indemnitor delivers a
Notice of Election within the required notice period, the indemnitor
shall assume sole control over the defense and settlement of the
claim; provided, however, that (i) the indemnitor shall keep the
indemnitee fully apprised at all times as to the status
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companies except by written agreement.
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of the defense, and (ii) the indemnitor shall obtain the prior written
approval of the indemnitee before entering into any settlement of such
claim asserting any liability against the indemnitee or imposing any
obligations or restrictions on the indemnitee or ceasing to defend
against such claim. The indemnitor shall not be liable for any legal
fees or expenses incurred by the indemnitee following the delivery of
a Notice of Election; provided, however, that (i) the indemnitee shall
be entitled to employ counsel at its own expense to participate in the
handling of the claim, and (ii) the indemnitor shall pay the fees and
expenses associated with such counsel if, in the reasonable judgment
of the indemnitee, based on an opinion of counsel, there is a conflict
of interest with respect to such claim or if the indemnitor has
requested the assistance of the indemnitee in the defense of the claim
or the indemnitor has failed to defend the claim diligently. The
indemnitor shall not be obligated to indemnify the indemnitee for any
amount paid or payable by such indemnitee in the settlement of any
claim if (x) the indemnitor has delivered a timely Notice of Election
and such amount was agreed to without the written consent of the
indemnitor, (y) the indemnitee has not provided the indemnitor with
notice of such claim and a reasonable opportunity to respond thereto,
or (z) the time period within which to deliver a Notice of Election
has not yet expired.
(c) PROCEDURE WHERE NO NOTICE OF ELECTION IS DELIVERED. If the indemnitor
does not deliver a Notice of Election relating to any claim within the
required notice period, the indemnitee shall have the right to defend
the claim in such manner, as it may deem appropriate. The indemnitor
shall promptly reimburse the indemnitee for all such costs and
expenses incurred by the indemnitee, including attorneys' fees.
17.6 SUBROGATION.
Except as otherwise provided in SECTIONS 16.1 or 16.2 in the event that an
indemnitor shall be obligated to indemnify an indemnitee pursuant to
SECTION 17.1 through SECTION 17.4 or any other provision of this Agreement,
the indemnitor shall, upon payment of such indemnity in full, be subrogated
to all rights of the indemnitee with respect to the claims to which such
indemnification relates.
18. LIABILITY.
18.1 FORCE MAJEURE.
(a) GENERAL. Subject to SECTION 18.1(C), neither Party shall be liable for
any default or delay in the performance of its obligations under this
Agreement if and to the
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companies except by written agreement.
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extent such default or delay is caused, directly or indirectly, by
fire, flood, earthquake, elements of nature or acts of God; wars,
riots, civil disorders, rebellions or revolutions, or any other
similar cause beyond the reasonable control of such Party, except to
the extent the non-performing Party is at fault in failing to prevent
or causing such default or delay, and provided that such default or
delay cannot reasonably be circumvented by the non-performing Party
through the use of alternate sources, workaround plans or other means.
A strike, lockout or labor dispute involving Amdocs or a Subcontractor
and its own personnel shall not excuse Amdocs from its obligations
hereunder. [**]. Notwithstanding the foregoing, force majeure events
shall not excuse AT&T's payment obligations under this Agreement for
Services received from Amdocs (or an alternative source paid by Amdocs
as permitted under this Section).
(b) DURATION AND NOTIFICATION. In such event, the non-performing Party
shall be excused from further performance or observance of the
obligation(s) so affected for as long as such circumstances prevail
and such Party continues to use all commercially reasonable efforts to
recommence performance or observance whenever and to whatever extent
possible without delay. The Party so prevented, hindered or delayed in
its performance shall, as quickly as practicable under the
circumstances, notify the Party to whom performance is due by
telephone (to be confirmed in writing within one (1) day of the
inception of such delay) and describe at a reasonable level of detail
the circumstances of the force majeure event, the steps being taken to
address such force majeure event, and the expected duration of such
force majeure event.
(c) [**]. If any event described in [**] of this Agreement [**] and [**]
hereunder shall be [**] this Agreement [**] of this Agreement.
(d) DISASTER RECOVERY. Upon the occurrence of a force majeure event,
Amdocs shall implement promptly, as appropriate, its disaster recovery
plan and provide disaster recovery services, and shall periodically
update and test such disaster recovery plan, as described in SCHEDULE
E and SCHEDULE G. The occurrence of a force majeure event shall not
relieve Amdocs of its obligation to implement its disaster recovery
plan and provide disaster recovery services.
(e) [**]. [**] in accordance with this Agreement [**] hereunder [**].
(f) [**]. [**] under this Agreement [**].
18.2 LIMITATION OF LIABILITY.
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The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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(a) LIMITATIONS. EXCEPT AS PROVIDED IN THIS SECTION 18.2, NEITHER PARTY
SHALL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL,
EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST REVENUE, REGARDLESS OF
THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Additionally,
except as provided below, the total aggregate liability of either
Party, for claims asserted by the other Party under or in connection
with this Agreement, regardless of the form of the action of the
theory of recovery, shall be limited as follows:
(i) [**] the Term [**] the Term);
(ii) [**]; and
(iii) [**].
For purposes of this SECTION 18.2(A[**] for the purposes of the
foregoing.
(b) [**]. The limitations of liability set forth in SECTION 18.2(A) [**]:
(i) [**];
(ii) [**] under this Agreement, provided, however, with respect to
[**];
(iii) [**] of this Agreement [**];
(iv) [**] to provide [**];
(v) Intentionally blank;
(vi) [**] under this Agreement;
(vii) [**] under ARTICLE 13; or
(viii) [**] of this Agreement, and [**] of this Agreement. For the
purpose of this SUBSECTION 18.2(B)(VIII), [**].
Except as otherwise explicitly stated, nothing in this provision shall
be interpreted to limit a Party's ability to recover available damages
under other provisions of this Agreement.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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(c) [**]. [**] under this Agreement shall [**]. In addition, [**].
(d) [**]. [**] in connection with this Agreement [**] this Agreement. In
the event that [**] as set forth on [**] under this SECTION 18.2(D)
[**] as set forth [**].
(e) [**] with this Agreement:
(i) [**];
(ii) [**] thereof;
(iii) [**];
(iv) [**] under this Agreement;
(v) [**] in accordance with this Agreement;
(vi) [**] under this Agreement;
(vii) [**];
(viii) [**]; and
(ix) [**].
(f) [**]. Notwithstanding anything to the contrary in this Agreement, [**]
pursuant to this Agreement [**] during the term [**].
19. DISPUTE RESOLUTION.
19.1 INFORMAL DISPUTE RESOLUTION.
Prior to the initiation of formal dispute resolution procedures with
respect to any dispute, other than as provided in SECTION 19.1(C) or
SECTION 20.9, the Parties shall first attempt to resolve such dispute
informally, as follows:
(a) INITIAL EFFORT. The Parties agree that they shall attempt in good
faith to resolve all disputes (other than those described in SECTION
19.(C) or SECTION 20.9) in accordance with Section 4.0 of Part 5 of
SCHEDULE E (Statement of Work - Governance). In the event of a dispute
that is not resolved or resolvable in accordance therewith, either
Party may refer the dispute for resolution in accordance with SECTION
19.2 below upon written notice to the other Party.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
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(b) PROVISION OF INFORMATION. During the course of negotiations under
SECTION 19.1(A) above, all reasonable requests made by one Party to
another for non-privileged information, reasonably related to the
dispute, will be honored in order that each of the Parties may be
fully advised of the other's position. All negotiation shall be
strictly confidential and used solely for the purposes of settlement.
Any materials prepared by one Party for these proceedings shall not be
used as evidence by the other Party in any subsequent arbitration or
litigation; provided, however, the underlying facts supporting such
materials may be subject to discovery.
(c) PREREQUISITE TO FORMAL PROCEEDINGS. Formal proceedings for the
resolution of a dispute may not be commenced until the completion of
the process for dispute resolution set forth in Section 4.0 of Part 5
of SCHEDULE E (Statement of Work - Governance). The time periods
specified in Section 4.0 of Part 5 of SCHEDULE E (Statement of Work -
Governance) shall not be construed to prevent a Party from
instituting, and a Party is authorized to institute, formal
proceedings earlier to (A) avoid the expiration of any applicable
limitations period, (B) preserve a superior position with respect to
other creditors, or (C) address a claim arising out of the
infringement, misappropriation or other violation of a Party's
intellectual property rights by the other Party or the breach of a
Party's obligations under ARTICLE 13 or a dispute subject to SECTION
20.9.
19.2 ARBITRATION.
(a) Except for claims arising out of the breach of a Party's obligations
under ARTICLE 13 or disputes subject to SECTION 20.9, any controversy
or claim arising out of or relating to this Agreement, or any breach
thereof, which cannot be resolved using the procedures set forth above
in SECTION 19.1, shall be finally resolved under the Commercial
Arbitration Rules of the American Arbitration Association then in
effect; provided, however, that without limiting any rights or
remedies under this Agreement, at law, or in equity a Party may have
because of an improper termination of this Agreement by the other
Party, nothing contained in this Agreement shall limit either Party's
right to terminate this Agreement pursuant to ARTICLE 20. Subject to
the foregoing, the Parties shall escalate arbitration proceedings so
that any dispute relating to SECTION 20.1 is resolved within any
applicable cure period specified in SECTION 20.1.
(b) The Arbitration shall take place in New York City, New York and shall
apply the law of the State of Texas without regard to its choice of
law provisions. The decision of the arbitrator shall be final and
binding and judgment on the award may be entered in any court of
competent jurisdiction. The arbitrator shall be
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outside those companies except by written agreement.
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instructed to state the reasons for its decisions in writing,
including findings of fact and law. The arbitrator shall be bound by
the warranties, limitations of liability and other provisions of this
Agreement. Except with respect to the provisions of this Agreement
that provide for injunctive relief rights, such arbitration shall be a
precondition to any application by either Party to any court of
competent jurisdiction.
(c) Within ten (10) days after delivery of written notice ("NOTICE OF
DISPUTE") by one Party to the other in accordance with this Section,
the Parties each shall use good faith efforts to mutually agree upon
one (1) arbitrator. If the Parties are not able to agree upon one (1)
arbitrator within such period of time, then an arbitrator will be
chosen in accordance of the Commercial Arbitration Rules of the
American Arbitration Association who has at no time ever represented
or acted on behalf of either of the Parties, and is not otherwise
affiliated with or interested in either of the Parties.
(d) The arbitrator selected pursuant to this Section shall be a practicing
attorney with at least five (5) years experience in technology law
applicable to the Services. Any such appointment shall be binding upon
the Parties. The Parties shall use best efforts to set the arbitration
within sixty (60) days after selection of the arbitrator, but in no
event shall the arbitration be set more than ninety (90) days after
selection of the arbitrator. Discovery as permitted by the Federal
Rules of Civil Procedure then in effect will be allowed in connection
with arbitration to the extent consistent with the purpose of the
arbitration and as allowed by the arbitrator. The decision or award of
the arbitrator shall be rendered within fifteen (15) days after the
conclusion of the hearing, shall be in writing, shall set forth the
basis therefor, and shall be final, binding and nonappealable upon the
Parties and may be enforced and executed upon in any court having
jurisdiction over the Party against whom the enforcement of such
decision or award is sought. Each Party shall bear its own arbitration
costs and expenses and all other costs and expenses of the arbitration
shall be divided equally between the Parties; provided, however, the
arbitrator may modify the allocation of fees, costs and expenses in
the award in those cases where fairness dictates other than such
allocation between the Parties.
19.3 CONTINUED PERFORMANCE.
(a) GENERAL. Each Party agrees that it shall, unless otherwise directed by
the other Party, continue performing its obligations under this
Agreement while any dispute is being resolved; provided that this
provision shall not operate or be construed as extending the term of
this Agreement. [**].
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AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
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(b) [**]. Amdocs acknowledges and agrees that [**]. Amdocs expressly
acknowledges and agrees that, [**] under this Agreement, [**] AT&T and
Amdocs. Amdocs further agrees as follows:
(i) [**] any of the terms of this Agreement [**] under this Agreement
[**] set forth in [**], Amdocs agrees that [**].
(ii) Amdocs shall not intentionally interrupt the Services or provide
reduced levels of Service quality or support unless and until
[**].
(iii) [**] because it is required to do so [**], Amdocs shall [**] the
Services.
19.4 GOVERNING LAW.
This Agreement and performance under it shall be governed by and construed
in accordance with the applicable laws of the [**], without giving effect
to the principles thereof relating to conflicts of laws.
19.5 VENUE AND JURISDICTION.
In any litigation arising out of this Agreement and to the fullest extent
permitted by Law, the Parties hereby irrevocably agree, submit and waive
objection to jurisdiction and venue in, the United States District Court
for the [**] and the District Courts of the [**].
20. TERMINATION.
20.1 TERMINATION FOR CAUSE.
(a) By AT&T. If Amdocs:
(i) fails to [**], which failure is not cured within sixty (60) days
after notice of the breach from AT& T;
(ii) commits a material breach of this Agreement, which breach is not
cured within sixty (60) days after notice of the breach from
AT& T;
(iii) commits a material breach of this Agreement which is not capable
of being cured within sixty (60) days;
(iv) commits numerous breaches of its duties or obligations which
collectively constitute a material breach of this Agreement;
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AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
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(v) becomes liable for or incurs [**] under this Agreement that, in
the aggregate, exceed the greater of (i) [**] of the total [**]
period;
(vi) fails to perform in accordance with the [**] period; or
(vii) makes an unpermitted assignment of this Agreement as described
in SECTION 21.1(B);
then AT&T may, by giving notice to Amdocs, terminate this
Agreement with respect to all or any part of the Services as of a
date specified in the notice of termination. If AT&T chooses to
terminate the Agreement in part, [**] in accordance with this
Agreement.
The express acknowledgment [**] of this Agreement and therefore
grounds for termination, and no Party shall contend otherwise in
any dispute or controversy between the Parties.
In addition, it is agreed that:
(1) Any disputes between the Parties relating to whether Amdocs
has committed a material breach shall be subject to SECTION
19.1; and
(2) In the event (A) any dispute arises between the Parties
relating to: (a) whether Amdocs committed a material breach
of this Agreement; (b) whether Amdocs committed any of the
acts or omissions specified in this SECTION 20.1(A) that
entitle AT&T to terminate this Agreement for cause; (c)
whether Amdocs cured the breach in the required time frame;
and/or (d) whether SECTION 10.2 excuses Amdocs from
responsibility for any such acts or omissions, and (B) such
dispute is not resolved pursuant to the procedures specified
in SECTION 19.1, then Amdocs shall have the right to invoke
its rights under and in accordance with SECTION 19.2. Each
Party shall fulfill their obligations relating thereto in
accordance with this Agreement.
(3) In the event Amdocs invoked its rights under and in
accordance with SECTION 19.2, and the arbitrator shall not
be able to complete the arbitration proceeding within the
applicable cure period, the arbitrator shall so notify the
Parties, together with an estimate of the date by which the
arbitrator believes that the arbitration proceeding may be
so completed and the arbitration proceeding
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AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
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shall continue until such completion unless otherwise agreed
by the Parties; provided, however, AT&T shall be entitled to
elect to:
(i) suspend the effective date of its termination of the
Agreement specified in its notice of termination for an
additional specified period in order to allow the
arbitrator additional time to complete the arbitration
proceeding in accordance with the foregoing; or
(ii) proceed with the termination of the Agreement effective
as of the date set forth in the notice of termination,
provided that AT&T affords or has afforded Amdocs an
opportunity to hold a meeting among senior corporate
executives prior to the date of such termination
regarding the subject matter of such dispute.
During the conduct of the arbitration proceeding, the facts
and circumstances of such termination shall be subject to
SECTION 13 of this Agreement and such facts and
circumstances shall be considered both Party's Proprietary
Information.
In the event AT&T elects to proceed with termination of the
Agreement prior to completion of the arbitration proceeding,
(A) such termination shall not be deemed a termination for
cause unless and until the arbitrator makes such
determination, and (B) should the arbitrator subsequently
determine that AT&T was not entitled to terminate for cause
pursuant to this SECTION 20.1(A) or that Amdocs successfully
cured such default within the applicable cure period (if
any), then such termination by AT&T shall be deemed a
termination for convenience pursuant to SECTION 20.3 and the
applicable [**] thereof shall apply. In the event of such
determination, AT&T, at the request of Amdocs, shall provide
Amdocs with a confidential letter confirming that the
termination was a termination for convenience, and not a
termination for cause. Notwithstanding the confidential
nature of such letter, Amdocs may provide such letter as
permitted under SECTION 13.3(C) and in connection Amdocs'
current or prospective customers who are specifically
inquiring whether or not Amdocs was terminated for cause
under this Agreement, provided that Amdocs obtains AT&T's
approval for such disclosure on a case-by-case basis (such
disclosure not to be unreasonably withheld).
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
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In the event of termination by AT&T in accordance with this
SECTION 20.1(A), [**].
(b) BY AMDOCS. Amdocs may only terminate in accordance with the following:
(i) In the event that AT&T fails to pay Amdocs undisputed Charges for
[**] after the payment due date therefor and fails to cure such
default within [**] of notice from Amdocs of the possibility of
termination for failure to make such payment, then Amdocs may, by
notice to AT&T, terminate this Agreement.
(ii) In the event that it is finally determined by a competent
authority that AT&T committed a material breach of its
obligations under SECTIONS 6.9(B) or 13 relating to Amdocs
intellectual property rights in the source code of Amdocs Owned
Materials and AT&T materially fails to cure such breach and
establish reasonable safeguards, within [**] of written notice
from Amdocs of its intention to terminate under this Section, to
prevent the same or similar breaches from reoccurring in the
future, then Amdocs may, by notice to AT&T, terminate [**].
20.2 CRITICAL SERVICES.
Without limiting AT&T's rights under SECTION 20.1, if Amdocs commits a
material breach which prevents or materially degrades AT&T's or an Eligible
Recipient's ability to conduct, perform and support a material component of
its business, and Amdocs is unable to cure such breach within [**] of
written notice from AT&T, AT&T may, in addition to its other remedies under
this Agreement, at law, and in equity, obtain from a third party or provide
for itself services which will allow AT&T or such Eligible Recipient to
conduct its business without material degradation until Amdocs has cured
the breach or this Agreement is terminated. [**]. The express inclusion of
this remedy in this SECTION 20.2 does not limit AT&T's right to use a
similar remedy for other breaches by Amdocs of this Agreement.
20.3 TERMINATION FOR CONVENIENCE.
(a) GENERAL. AT&T may terminate this Agreement with respect to all or a
part of the Services for convenience and without cause at any time by
giving Amdocs at least six (6) months prior notice designating the
termination date. AT&T may withdraw a notice of termination of this
Agreement for convenience at any time up to ninety (90) days prior to
the designated termination date in the notice. Upon the effective date
of such termination, AT&T shall pay to Amdocs the
RESTRICTED - PROPRIETARY INFORMATION
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AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
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Termination Charge applicable for termination for convenience
calculated in accordance with [**].
20.4 TERMINATION [**].
(a) In the event (i) of [**] providing Services under this Agreement)
[**], then at any time [**] terminate this Agreement by giving Amdocs
at least [**]; provided, however, AT&T shall not have this right if
Amdocs Limited, (a Guernsey corporation as of the FARA Effective Date)
[**]; provided, further, however, if [**]. Amdocs shall be entitled to
[**]. Any Entity involved in any [**] the Services.
(b) Subject to any legal obligation of confidentiality or applicable
securities laws, Amdocs will provide AT&T with written notice [**]
rights described in SECTION 20.4(A).
(c) Any permitted assignee or successor in interest under this SECTION
20.4 shall agree in writing to be bound by the terms and conditions of
this Agreement.
(d) [**], Amdocs, or its successor in interest, shall continue to perform
under the terms of the Agreement until such time as the Agreement
terminates or expires.
20.5 TERMINATION [**].
In the event that, [**], at any time within [**] this Agreement [**] shall
be effective. Amdocs shall [**].
20.6 RESERVED.
20.7 INSOLVENCY.
(a) RIGHT TO TERMINATE. In the event that either Party (a) files for
bankruptcy, (b) becomes or is declared insolvent, or is the subject of
any proceedings related to its liquidation, insolvency or the
appointment of a receiver or similar officer for it, (c) makes an
assignment for the benefit of all or substantially all of its
creditors, or (d) enters into an agreement for the composition,
extension, or readjustment of substantially all of its obligations,
then the other Party may terminate this Agreement as of a date
specified in a termination notice; provided, however, that Amdocs will
not have the right to exercise such termination under this Section so
long as AT&T pays for the Services to be received hereunder in advance
on a month-to-month basis. If either Party elects to terminate this
Agreement due to
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
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the insolvency of the other Party, such termination will be deemed to
be a termination for cause hereunder.
(b) SECTION 365(N). Notwithstanding any other provision of this Agreement
to the contrary, in the event that Amdocs becomes a debtor under the
Bankruptcy Code and rejects this Agreement pursuant to Section 365 of
the Bankruptcy Code (a "BANKRUPTCY REJECTION"), (i) any and all of the
licensee and sublicensee rights of AT&T arising under or otherwise set
forth in this Agreement, including without limitation the rights of
AT&T referred to in SECTION 14.6 and SCHEDULE X, shall be deemed fully
retained by and vested in AT&T as protected intellectual property
rights under Section 365(n)(1)(B) of the Bankruptcy Code and further
shall be deemed to exist immediately before the commencement of the
bankruptcy case in which Amdocs is the debtor; (ii) AT&T shall have
all of the rights afforded to non-debtor licensees and sublicensees
under Section 365(n) of the Bankruptcy Code; and (iii) to the extent
any rights of AT&T under this Agreement which arise after the
termination or expiration of this Agreement are determined by a
bankruptcy court to not be "intellectual property rights" for purposes
of Section 365(n), all of such rights shall remain vested in and fully
retained by AT&T after any Bankruptcy Rejection as though this
Agreement were terminated or expired. AT&T shall under no
circumstances be required to terminate this Agreement after a
Bankruptcy Rejection in order to enjoy or acquire any of its rights
under this Agreement, including without limitation any of the rights
of AT&T referenced in SECTION 14.6 and SCHEDULE X.
(c) AT&T RIGHTS UPON AMDOCS' BANKRUPTCY. In the event of Amdocs'
bankruptcy or of the filing of any petition under the federal
bankruptcy laws affecting the rights of Amdocs which is not stayed or
dismissed within thirty (30) days of filing, in addition to the other
rights and remedies set forth herein, to the maximum extent permitted
by Law, AT&T will have the immediate right to retain and take
possession for safekeeping of all AT&T Data, AT&T Proprietary
Information, AT&T licensed Third Party Software, AT&T owned Equipment,
AT&T Owned Materials, AT&T owned Developed Materials, and all other
Software, Equipment, Systems or Materials to which AT&T is or would be
entitled during the term of this Agreement or upon the expiration or
termination of this Agreement. Amdocs shall cooperate fully with AT&T
and assist AT&T in identifying and taking possession of the items
listed in the preceding sentence. AT&T will have the right to hold
such AT&T Data, Proprietary Information, Software, Equipment, Systems
and Materials until such time as the trustee or receiver in bankruptcy
or other appropriate court officer can provide adequate assurances and
evidence to AT&T that they will be protected from sale, release,
inspection, publication, or inclusion in any publicly accessible
record, document,
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
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material or filing. Amdocs and AT&T agree that without this material
provision, AT&T would not have entered into this Agreement or provided
any right to the possession or use of AT&T Data, AT&T Proprietary
Information, or AT&T Software covered by this Agreement.
(d) RIGHTS TO ASSUME IN BANKRUPTCY. In the event of commencement of
bankruptcy proceedings by or against AT&T or an Eligible Recipient,
such Entity or its trustee in bankruptcy shall be entitled to assume
the licenses granted to such Entity under or pursuant to this
Agreement and shall be entitled to retain all of such Entity's rights
thereunder.
20.8 RESERVED.
20.9 EQUITABLE REMEDIES.
Amdocs acknowledges that, in the event it breaches (or attempts or
threatens to breach) its obligation to provide Termination Assistance
Services as provided in SECTION 4.4, its obligation respecting continued
performance in accordance with SECTION 19.3, or its obligation to provide
access to computers or files containing AT&T Data in accordance with
SECTION 13.4, AT&T will be irreparably harmed. In such a circumstance, AT&T
may proceed directly to court for purposes of obtaining equitable relief.
If a court of competent jurisdiction should find that Amdocs has breached
(or attempted or threatened to breach) any such obligations, Amdocs agrees
that without any additional findings of irreparable injury or other
conditions to injunctive relief, it shall not oppose the entry of an
appropriate order compelling performance by Amdocs and restraining it from
any further breaches (or attempted or threatened breaches).
20.10 SCHEDULE X SURVIVAL.
All licenses and rights under SCHEDULE X shall survive any expiration or
termination of this Agreement.
21. GENERAL.
21.1 BINDING NATURE AND ASSIGNMENT.
(a) BINDING NATURE. This Agreement will be binding on the Parties and
their respective successors and permitted assigns.
(b) ASSIGNMENT. Neither Party may, or will have the power to, assign this
Agreement without the prior written consent of the other, except in
the following
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
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circumstances in respect of which the provisions of SECTION 9.5 shall
apply if such assignment will result in New Services:
(i) Either Party may assign its rights and obligations under this
Agreement, without the approval of the other Party, to an
Affiliate which expressly assumes such Party's obligations and
responsibilities hereunder and is not a direct competitor of the
other Party; provided, that the assigning Party shall remain
fully liable for and shall not be relieved from the full
performance of all obligations under this Agreement. The Party
assigning its rights or obligations to an Affiliate in accordance
with this Agreement shall, within one (1) business day after such
assignment, provide notice thereof to the other Party together
with a copy any relevant provisions of [**].
(ii) [**] under this Agreement [**] the terms and conditions of this
Agreement.
(c) IMPERMISSIBLE ASSIGNMENT. Any attempted assignment that does not
comply with the terms of this Section shall be null and void.
21.2 ENTIRE AGREEMENT; AMENDMENT.
This Agreement, including any Schedules and Exhibits referred to herein and
attached hereto, each of which is incorporated herein for all purposes,
constitutes the entire agreement between the Parties with respect to the
subject matter hereof. There are no agreements, representations,
warranties, promises, covenants, commitments or undertakings other than
those expressly set forth herein. This Agreement supersedes all prior
agreements, representations, warranties, promises, covenants, commitments
or undertaking, whether written or oral, with respect to the subject matter
contained in this Agreement. No amendment, modification, change, waiver, or
discharge hereof shall be valid unless in writing and signed by an
authorized representative of the Party against which such amendment,
modification, change, waiver, or discharge is sought to be enforced.
Except as expressly stated otherwise in SECTION 1.4, (i) nothing in this
Agreement is intended to limit, expand, or otherwise alter either Party's
or any of their Affiliate's rights, responsibilities, obligations, or
remedies under or in connection with any other agreement between the
Parties or their Affiliates, and (ii) other agreements between the Parties
shall not be used to interpret this Agreement.
21.3 NOTICES.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
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(a) Any notice, notification, request, demand, or determination provided
by a Party pursuant to SECTIONS 4.4 [Termination Assistance Services],
SECTION 6.10 [Notices of Default], SECTION 7.7 [Notice of Default],
SECTION 11.5 [[**]], SECTION 13.3(C) [Loss of Proprietary
Information], SECTION 17.5 [Indemnification Procedures], SECTION 18.1
[Force Majeure], SECTION 18.2(D) [Waiver of Liability Cap], SECTION
19.1 [Informal Dispute Resolution], ARTICLE 20 [Termination] and
SECTION 21.1 [Binding Nature and Assignment] shall be in writing and
shall be delivered in hard copy using one of the following methods:
and shall be deemed delivered upon receipt: (i) by hand, (ii) by an
express courier with a reliable system for tracking delivery, or (iii)
by registered or certified mail, return receipt requested, postage
prepaid. Unless otherwise agreed, the foregoing notices shall be
delivered as follows:
In the case of AT&T:
AT&T Services, Inc.
2J215
0000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Attention: Senior Contract Manager
With a copy to:
AT&T Services, Inc.
Attention: General Attorney and Assistant General Counsel
Room 4-B-80
000 X. Xxxxxxx Xx.
Xxx Xxxxxxx, XX 00000
In the case of Amdocs:
Amdocs, Inc.
0000 Xxxxxxxxxx Xxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: President
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
135
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With a copy to:
Amdocs, Inc.
Attention: Office of General Counsel
Harborside Financial Xxxxxx
Xxxxx 0, Xxxxx 0000
Xxxxxx Xxxx, XX 00000
(b) All notices, notifications, requests, demands or determinations
required or provided pursuant to this Agreement, other than those
specified in SECTION 21.3(A), may be sent in hard copy in the manner
specified in SECTION 21.3(A), or by e-mail transmission (where receipt
is acknowledged by the recipient) or facsimile transmission (with
acknowledgment of receipt from the recipient's facsimile machine) to
the addresses set forth below:
In the case of AT&T:
AT&T Services, Inc.
2J215
0000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Attention: Senior Contract Manager
(Fax Number 000-000-0000)
and
In the case of Amdocs:
Amdocs, Inc.
0000 Xxxxxxxxxx Xxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: President
(Fax Number 000-000-0000)
(c) A Party may from time to time change its address or designee for
notification purposes by giving the other prior notice of the new
address or designee and the date upon which it shall become effective.
21.4 COUNTERPARTS.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
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This Agreement may be executed in several counterparts, all of which taken
together shall constitute one single agreement between the Parties hereto.
21.5 HEADINGS.
The article and section headings and the table of contents used herein are
for reference and convenience only and shall not be considered in the
interpretation of this Agreement.
21.6 RELATIONSHIP OF PARTIES.
Amdocs, in furnishing services to AT&T hereunder, is acting as an
independent contractor, and Amdocs has the sole obligation to supervise,
manage, contract, direct, procure, perform or cause to be performed, all
work to be performed by Amdocs under this Agreement. Amdocs is not an agent
of AT&T and has no right, power or authority, expressly or impliedly, to
represent or bind AT&T as to any matters, except as expressly authorized in
this Agreement.
21.7 SEVERABILITY.
In the event that any provision of this Agreement conflicts with the law
under which this Agreement is to be construed or if any such provision is
held invalid or unenforceable by a court with jurisdiction over the
Parties, such provision shall be deemed to be restated to reflect as nearly
as possible the original intentions of the Parties in accordance with
applicable law. The remaining provisions of this Agreement and the
application of the challenged provision to persons or circumstances other
than those as to which it is invalid or unenforceable shall not be affected
thereby, and each such provision shall be valid and enforceable to the full
extent permitted by law.
21.8 CONSENTS AND APPROVAL.
Except where expressly provided as being in the sole discretion of a Party,
where agreement, approval, acceptance, consent, confirmation, notice or
similar action by either Party is required under this Agreement, such
action shall not be unreasonably delayed or withheld. An approval or
consent given by a Party under this Agreement shall not relieve the other
Party from responsibility for complying with the requirements of this
Agreement, nor shall it be construed as a waiver of any rights under this
Agreement, except as and to the extent otherwise expressly provided in such
approval or consent.
21.9 WAIVER OF DEFAULT; CUMULATIVE REMEDIES.
(a) WAIVER OF DEFAULT. A delay or omission by either Party hereto to
exercise any right or power under this Agreement shall not be
construed to be a waiver thereof.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
137
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A waiver by either of the Parties hereto of any of the covenants to be
performed by the other or any breach thereof shall not be construed to
be a waiver of any succeeding breach thereof or of any other covenant
herein contained. All waivers shall be in writing and signed by the
Party waiving its rights.
(b) CUMULATIVE REMEDIES. All remedies provided for in this Agreement shall
be cumulative and in addition to and not in lieu of any other remedies
available to either Party at law, in equity or otherwise.
21.10 SURVIVAL.
Any provision of this Agreement which contemplates performance or
observance subsequent to any termination or expiration of this Agreement
shall survive any termination or expiration of this Agreement and continue
in full force and effect. Additionally, all provisions of this Agreement
will survive the expiration or termination of this Agreement to the fullest
extent necessary to give the Parties the full benefit of the bargain
expressed herein.
21.11 PUBLICITY.
Neither Party shall use the other Party's or its Affiliates' names or any
language, pictures, trademarks, service marks or symbols which could, in a
Party's judgment, imply such Party's or its Affiliates' identity or
endorsement by such Party, its Affiliates or any of its employees in any
(i) written, electronic or oral advertising or presentation or (ii)
brochure, newsletter, book, electronic database or other written matter of
whatever nature, without the Party's prior written consent (which hereafter
shall be collectively referred to as "PUBLICITY MATTERS"). A Party will
submit to the other Party for written approval, prior to publication, all
Publicity Matters that mention or display a Party's or its Affiliates'
names, trademarks or service marks, or that contain any symbols, pictures
or language from which a connection to said names or marks may be inferred
or implied.
21.12 THIRD PARTY BENEFICIARIES.
Except as expressly provided herein, this Agreement is entered into solely
between, and may be enforced only by, AT&T and Amdocs. This Agreement shall
not be deemed to create any rights or causes of action in or on behalf of
any third parties, including without limitation employees, suppliers and
customers of a Party, or to create any obligations of a Party to any such
third parties.
21.13 SEC/NYSE DISCLOSURES.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
138
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In the event that Amdocs believes in good faith that any public disclosure
or announcement relating to this Agreement is required by applicable
securities related laws, regulations or stock market rules, Amdocs shall
use commercially reasonable efforts to limit the scope of such disclosure
or announcement to that required by such securities related laws,
regulations or rules. In the event that Amdocs shall file this Agreement
with the Securities and Exchange Commission or other similar authority,
Amdocs shall use commercially reasonable efforts to seek confidential
treatment with respect to such filing to the extent reasonably practical in
light of such authority's pronouncements interpreting the scope of the
confidentiality exemptions. Any such public disclosure or announcement by
Amdocs shall be subject to AT&T prior review, and AT&T agrees to cooperate
with efforts by Amdocs to seek such confidential treatment. The foregoing
shall not limit or expand either Party's rights, obligations, or remedies
under SECTIONS 13.3(C) or 21.11.
21.14 ORDER OF PRECEDENCE.
In the event of a conflict, this Agreement shall take precedence over the
Schedules attached hereto, and the Schedules shall take precedence over any
attached Exhibits.
21.15 [**].
(a) [**]. [**] during the period [**] under this Agreement or [**] related
to this Agreement and [**] related to this Agreement. This provision
shall [**].
(b) [**]. [**] shall be [**] of this SECTION 21.15, [**].
21.16 FURTHER ASSURANCES.
Each Party covenants and agrees that, subsequent to the execution and
delivery of this Agreement and without any additional consideration, each
Party shall execute and deliver any further legal instruments and perform
any acts that are or may become necessary to effectuate the purposes of
this Agreement.
21.17 LIENS.
Amdocs will not file, or by its action or inaction permit, any mechanics or
materialman's liens to be filed on or against property or realty of AT&T or
any Eligible Recipient. In the event that any such Liens arise as a result
of Amdocs' action or inaction, Amdocs will obtain a bond to fully satisfy
such liens or otherwise remove such liens at its sole cost and expense
within ten (10) business days.
21.18 COVENANT OF GOOD FAITH.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
139
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Amendment No. 02026409.A.010
Each Party agrees that, in its respective dealings with the other Party
under or in connection with this Agreement, it shall act in good faith.
21.19 RESERVED.
21.20 ACKNOWLEDGMENT.
The Parties each acknowledge that the terms and conditions of this
Agreement have been the subject of active and complete negotiations, and
that such terms and conditions should not be construed in favor of or
against either Party by reason of the extent to which either Party or its
professional advisors participated in the preparation of this Agreement.
[Signature Page Follows]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
140
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their respective duly authorized representatives as of the FARA Effective
Date.
AT&T SERVICES, INC. AMDOCS, INC.
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxx Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxxx Xxxxxx Name: Xxxx Xxxxxx
Title: President -- Procurement Title: Executive Vice President
Date: 9/28/07 Date: 9-30-07
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
141
Schedule A
Modernization
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE A
AT&T
MODERNIZATION
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
Schedule A
Modernization
Contract No. 02026409
Amendment No. 02026409.A.010
Table of Contents
1.0 Introduction.......................................................
2.0 [**]...............................................................
3.0 [**]...............................................................
4.0 [**]...............................................................
5.0 [**]...............................................................
6.0 [**]...............................................................
7.0 [**]...............................................................
7.11 [**]...............................................................
7.12 [**]...............................................................
7.13 [**]...............................................................
7.14 [**]...............................................................
7.15 [**]...............................................................
7.16 [**]...............................................................
8.0 [**]...............................................................
9.0 [**]...............................................................
10.0 [**]...............................................................
11.0 [**]...............................................................
12.0 [**]...............................................................
13.0 [**]...............................................................
14.0 [**]...............................................................
15.0 [**]...............................................................
16.0 [**]...............................................................
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
i
Schedule A
Modernization
Contract No. 02026409
Amendment No. 02026409.A.010
MODERNIZATION
1.0 [**]
2.0 [**]
The Amdocs Software Package will be developed and customized according to the
following guidelines:
The system will be implemented in accordance with the Modernization scope and
timeline referenced in this Schedule A, with mutually agreed upon updates and
amendments.
[**]
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omission. [**]
A total of 21 pages have been omitted.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Schedule A, Attachment A
Timeline and Milestones
Contract No. 02026409
Amendment No. 02026409.A.010
ATTACHMENT A TO
SCHEDULE A
TIMELINE AND MILESTONES
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
Schedule A, Attachment A
Timeline and Milestones
Contract No. 02026409
Amendment No. 02026409.A.010
TABLE OF CONTENTS
1.0 TIMELINE............................................................ 2
2.0 [**]................................................................ 2
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
i
Schedule A, Attachment A
Timeline and Milestones
Contract No. 02026409
Amendment No. 02026409.A.010
MODERNIZATION
1.0 TIMELINE
[**]
2.0 [**]
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
2
Schedule A, Attachment A
Timeline and Milestones
Contract No. 02026409
Amendment No. 02026409.A.010
in the following chart:
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NO. [**] [**] [**] [**] [**] [**]
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
3
Schedule A, Attachment A
Timeline and Milestones
Contract No. 02026409
Amendment No. 02026409.A.010
Note Regarding Terms in Column Headings:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
4
Schedule A, Attachment B
Modernization Responsibility Matrix
Contract No. 02026409
Amendment No. 02026409.A.010
[**] MATRIX
FUNCTIONAL AREA ACTIVITY RESPONSIBILITY
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies. only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
1
Schedule A, Attachment B
Modernization Responsibility Matrix
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
2
Schedule A, Attachment B
Modernization Responsibility Matrix
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
3
Schedule A, Attachment B
Modernization Responsibility Matrix
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
4
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Schedule A, Attachment C.b
BAPCO Entities Applications Mapping
Contract No. 02026409
Amendment No. 02026409.A.010
BAPCO ENTITIES APPLICATIONS MAPPING
Area [**] [**] [**]
[**] [**] [**] [**]
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
1
Schedule A, Attachment D
Modernization Project Plan
Contract No. 02026409
Amendment No. 02026409.A.010
MODERNIZATION PROJECT PLAN
OUTLINE TASK START FINISH RESOURCE PREDE- SUCCE- CONSTRAINT OUTLINE
ID NUMBER _NAME DURATION _DATE _DATE _NAMES CESSORS SSORS _TYPE MILESTONE SUMMARY ROLLUP TEXT1 _LEVEL NOTES INDICATORS
-- ------- ----- -------- ----- ------ -------- ------- ------ ---------- --------- ------- ------ ----- ------- ----- -----------
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by AT&T Amdocs, and their Affiliates, only, and is
not for use inside or outside of those companies except by written agreement.
1
Schedule A, Attachment D
Modernization Project Plan
Contract No. 02026409
Amendment No. 02026409.A.010
MODERNIZATION PROJECT PLAN
OUTLINE TASK START FINISH RESOURCE PREDE- SUCCE- CONSTRAINT OUTLINE
ID NUMBER _NAME DURATION _DATE _DATE _NAMES CESSORS SSORS _TYPE MILESTONE SUMMARY ROLLUP TEXT1 _LEVEL NOTES INDICATORS
-- ------- ----- -------- ----- ------ -------- ------- ------ ---------- --------- ------- ------ ----- ------- ----- -----------
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by AT&T Amdocs, and their Affiliates, only, and is
not for use inside or outside of those companies except by written agreement.
2
Schedule A, Attachment D
Modernization Project Plan
Contract No. 02026409
Amendment No. 02026409.A.010
MODERNIZATION PROJECT PLAN
OUTLINE TASK START FINISH RESOURCE PREDE- SUCCE- CONSTRAINT OUTLINE
ID NUMBER _NAME DURATION _DATE _DATE _NAMES CESSORS SSORS _TYPE MILESTONE SUMMARY ROLLUP TEXT1 _LEVEL NOTES INDICATORS
-- ------- ----- -------- ----- ------ -------- ------- ------ ---------- --------- ------- ------ ----- ------- ----- -----------
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by AT&T Amdocs, and their Affiliates, only, and is
not for use inside or outside of those companies except by written agreement.
3
Schedule A, Attachment D
Modernization Project Plan
Contract No. 02026409
Amendment No. 02026409.A.010
MODERNIZATION PROJECT PLAN
OUTLINE TASK START FINISH RESOURCE PREDE- SUCCE- CONSTRAINT OUTLINE
ID NUMBER _NAME DURATION _DATE _DATE _NAMES CESSORS SSORS _TYPE MILESTONE SUMMARY ROLLUP TEXT1 _LEVEL NOTES INDICATORS
-- ------- ----- -------- ----- ------ -------- ------- ------ ---------- --------- ------- ------ ----- ------- ----- -----------
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by AT&T Amdocs, and their Affiliates, only, and is
not for use inside or outside of those companies except by written agreement.
4
Schedule A, Attachment D
Modernization Project Plan
Contract No. 02026409
Amendment No. 02026409.A.010
MODERNIZATION PROJECT PLAN
OUTLINE TASK START FINISH RESOURCE PREDE- SUCCE- CONSTRAINT OUTLINE
ID NUMBER _NAME DURATION _DATE _DATE _NAMES CESSORS SSORS _TYPE MILESTONE SUMMARY ROLLUP TEXT1 _LEVEL NOTES INDICATORS
-- ------- ----- -------- ----- ------ -------- ------- ------ ---------- --------- ------- ------ ----- ------- ----- -----------
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by AT&T Amdocs, and their Affiliates, only, and is
not for use inside or outside of those companies except by written agreement.
5
Schedule A Attachment D.b
BAPCO Entities Consolidation Project Plan
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and their
Affiliated Companies and is not for distribution inside or outside of those
companies except by written agreement.
1
Schedule A Attachment D.b
BAPCO Entities Consolidation Project Plan
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and their
Affiliated Companies and is not for distribution inside or outside of those
companies except by written agreement.
2
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**]
[**] [**] [**] [**] [**] [**] [**][**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
1
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
[**] [**] [**]
[**] [**] [**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
2
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
[**] [**] [**] [**]
[**] [**] [**]
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[**] [**] [**] [**] [**] [**][**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**][**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
3
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
[**] [**] [**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
4
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
5
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
6
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
7
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
8
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
9
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
10
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
11
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
12
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
13
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
14
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
15
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
16
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
17
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
18
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
19
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
20
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
21
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
22
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
23
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
24
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
25
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
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---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
26
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
27
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
28
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
29
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
30
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
31
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
32
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
33
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
34
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
35
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
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[**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
36
Schedule B
Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**][**]
[**] [**][**] [**] [**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- -------- -------- ---- -------- -------- -------- -------- ---- ---- -------- ---------------- ------------ -------- --------
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**][**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**][**] [**] [**][**]
[**] [**] [**][**] [**] [**] [**] [**] [**] [**] [**][**] [**] [**][**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**][**][**][**]
[**][**][**][**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
37
Schedule B.b
BAPCO Entities Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
1
Schedule B.b
BAPCO Entities Application Inventory and Groupings
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
NOTE 1: On the designated date that Amdocs is scheduled to take over BAPCO
Entities Help Desk activities, Amdocs will accept Help Desk calls for any
application, regardless of whether or not it's deemed to be 'Out of Scope'.
NOTE 2: CACS functionality is to be considered in-scope for Modernization. Until
such functionality is converted to CSS as part of Modernization, Amdocs will
continue to support the ACCESS feed to the CACS Interface. It may be necessary
for Amdocs to participate in conversion of data from CACS to ACRM. However, AT&T
will be responsible for paying any expenses or charges of the third party
currently supporting CACS.
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
2
Schedule C
Key Amdocs Personnel and Critical Support Personnel
Contract No. 02026409
Amendment No. 02026409.A.010
1. KEY AMDOCS PERSONNEL
(Position/Current Incumbent)
[**]
The following group of people are to remain on the Key Amdocs Personnel list
[**]:
[**]
The following group of people are to remain on the Key Amdocs Personnel list
[**]:
[**]
2. CRITICAL SUPPORT PERSONNEL
[**]
The following person is to remain on the Critical Support Personnel list [**]:
[**]
The following person is to remain on the Critical Support Personnel list [**]:
[**]
* Denotes those people that AT&T understands will have some requirements to
attend internal Amdocs meetings and other activities but are still subject
to SECTION 8.8(E) of the Agreement.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Schedule D
Amdocs Subcontractors
Contract No. 02026409
Amendment No. 02026409.A.010
Schedule D
Amdocs Subcontractors
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Schedule E, Part 1
Application Development and Maintenance Services
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE E (PART 1)
APPLICATION DEVELOPMENT AND MAINTENANCE SERVICES
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Schedule E, Part 1
Application Development and Maintenance Services
Contract No. 02026409
Amendment No. 02026409.A.010
TABLE OF CONTENTS
1.0 Introduction......................................................... 1
2.0 Development and Maintenance Management............................... 1
2.1 Project Management.............................................. 1
2.2 Enhancement Status Tracking..................................... 1
2.3 Documentation................................................... 1
2.4 Release Control................................................. 1
2.5 [**]............................................................ 1
2.6 Data Interfaces................................................. 1
2.7 Existing or New Application Software Integration................ 1
2.8 Disaster Recovery............................................... 2
2.9 End User Support................................................ 2
2.10 Logical Database Administration (DBA) and Development
Support......................................................... 2
3.0 Help Desk Support.................................................... 2
3.1 Level 1 Support and Level 2 Support............................. 2
3.2 Level 3 Support................................................. 2
3.3 Problem Support................................................. 3
4.0 Methodologies, Standards and Architecture............................ 3
4.1 Methodologies, Tools, and Practices............................. 3
4.2 Standards....................................................... 3
4.3 Architecture.................................................... 3
5.0 Quality Assurance.................................................... 3
6.0 Productivity......................................................... 3
7.0 Planning and Analysis Services....................................... 3
8.0 Design/Build Services................................................ 3
8.1 Design and Build................................................ 4
9.0 Testing Services..................................................... 4
9.1 Testing......................................................... 4
9.2 End User Acceptance Testing Support............................. 4
10.0 Implementation Services.............................................. 4
10.1 Implementation Management....................................... 4
10.2 Training and Education.......................................... 4
11.0 Maintenance and Support Services..................................... 4
11.1 General......................................................... 4
11.2 Resources....................................................... 4
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
i
Schedule E, Part 1
Application Development and Maintenance Services
Contract No. 02026409
Amendment No. 02026409.A.010
11.3 Error Correction................................................ 5
11.4 Preventive Maintenance.......................................... 5
11.5 Minor Enhancements.............................................. 5
11.6 Production Control and Scheduling............................... 5
11.7 Operations Support.............................................. 5
11.8 X.X. Xxxxxxxxx Responsibilities................................. 5
12.0 Regulatory, Legal and Audit Compliance, and Industry and
Government Required Changes.......................................... 6
13.0 Third Party Software Support......................................... 6
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
ii
Schedule E, Part 1
Application Development and Maintenance Services
Contract No. 02026409
Amendment No. 02026409.A.010
APPLICATION DEVELOPMENT AND MAINTENANCE SERVICES
1.0 INTRODUCTION
Amdocs will [**] as required in this Statement of Work. Amdocs will [**].
Both Parties agree that [**].
AD/M Services are categorized as follows: [**]
2.0 DEVELOPMENT AND MAINTENANCE MANAGEMENT
2.1 PROJECT MANAGEMENT
Amdocs' responsibilities with respect to project management include the
following[**].
2.2 ENHANCEMENT STATUS TRACKING
Amdocs' responsibilities with respect to Enhancements include the following:
[**]
2.3 DOCUMENTATION
Amdocs' responsibilities with respect to documentation include the following:
[**]
2.4 RELEASE CONTROL
Amdocs' responsibilities with respect to release control include the following:
[**]
2.5 [**]
Amdocs' responsibilities include the following:
[**]
2.6 DATA INTERFACES
Amdocs' responsibilities with respect to data interfaces include the following:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Schedule E, Part 1
Application Development and Maintenance Services
Contract No. 02026409
Amendment No. 02026409.A.010
2.7 EXISTING OR NEW APPLICATION SOFTWARE INTEGRATION
Amdocs' responsibilities with respect to Application Software integration
include the following:
[**]
2.8 DISASTER RECOVERY
Amdocs' responsibilities with respect to Disaster Recovery include the
following:
[**]
2.9 END USER SUPPORT
Amdocs' responsibilities with respect to end user support include the following:
[**]
2.10 LOGICAL DATABASE ADMINISTRATION (DBA) AND DEVELOPMENT SUPPORT
Amdocs' responsibilities with respect to logical database administration and
development support include the following:
[**]
3.0 HELP DESK SUPPORT
"Level 1 Support" personnel provide the entry point for inquiries or problem
reports from end users or customers. If Level 1 Support personnel cannot resolve
the inquiry or problem, the inquiry or problem is directed to the Level 2
Support for resolution.
"Level 2 Support" serves as a consolidation point for inquiries and problems
between Level 1 Support and Level 3 Support. If Level 2 Support personnel cannot
resolve the inquiry or problem, the inquiry or problem is directed to the Level
3 Support for resolution.
"Level 3 Support" is defined as the performance of activities necessary to
respond to and resolve inquiries or reported problems that can not be resolved
by Level 1 Support or Level 2 Support. Inquiries or problems are usually
reported by a Level 1 Support or Level 2 Support, but may be initiated directly
by end users or third party service providers.
3.1 XXXXX 0 XXXXXXX XXX XXXXX 0 XXXXXXX
Xxxxxx' responsibilities with respect to Help Desk support include the
following:
[**]
3.2 XXXXX 0 XXXXXXX
Xxxxxx' responsibilities with respect to Help Desk support include the
following:
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
2
Schedule E, Part 1
Application Development and Maintenance Services
Contract No. 02026409
Amendment No. 02026409.A.010
[**]
3.3 PROBLEM SUPPORT
Amdocs' responsibilities with respect to problem support include the following:
[**]
4.0 METHODOLOGIES, STANDARDS AND ARCHITECTURE
4.1 METHODOLOGIES, TOOLS, AND PRACTICES
Amdocs' methodologies, tools, and practices include the following, [**]as
described in the Policy and Procedures Manual:
[**]
4.2 STANDARDS
Amdocs' responsibilities with respect to standards include the following:
[**]
4.3 ARCHITECTURE
Amdocs' responsibilities with respect to architecture include the following:
[**]
5.0 QUALITY ASSURANCE
Amdocs' responsibilities with respect to quality assurance include the
following:
[**]
6.0 PRODUCTIVITY
Amdocs will [**] in Schedule G and Value Metrics as defined in the ITS Quality
System (CMM).
7.0 PLANNING AND ANALYSIS SERVICES
Amdocs' responsibilities with respect to planning and analysis include the
following:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
3
Schedule E, Part 1
Application Development and Maintenance Services
Contract No. 02026409
Amendment No. 02026409.A.010
8.0 DESIGN/BUILD SERVICES
8.1 DESIGN AND BUILD
Amdocs' responsibilities with respect to design and build Services include the
following:
[**]
9.0 TESTING SERVICES
9.1 TESTING
Amdocs' responsibilities with respect to testing include the following:
[**]
9.2 END USER ACCEPTANCE TESTING SUPPORT
Amdocs' responsibilities with respect to end user Acceptance testing include the
following:
[**]
10.0 IMPLEMENTATION SERVICES
10.1 IMPLEMENTATION MANAGEMENT
Amdocs' responsibilities with respect to implementation management include the
following:
[**]
10.2 TRAINING AND EDUCATION
Amdocs' responsibilities with respect to training and education include the
following:
[**]
11.0 MAINTENANCE AND SUPPORT SERVICES
11.1 GENERAL
"Maintenance and Support" services, functions, and responsibilities include such
activities [**].
11.2 RESOURCES
Amdocs' responsibilities with respect to resources include the following:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
4
Schedule E, Part 1
Application Development and Maintenance Services
Contract No. 02026409
Amendment No. 02026409.A.010
Preparing [**] reports detailing Maintenance and Support work efforts with
sufficient detail to [**] AT&T as defined in Schedule R.
11.3 ERROR CORRECTION
Work effort expending against these activities would be considered [**].
Amdocs' responsibilities with respect to error correction include the following:
[**]
11.4 PREVENTIVE MAINTENANCE
Work effort expending against these activities would be considered [**].
Amdocs' responsibilities with respect to preventive maintenance include the
following:
[**]
11.5 MINOR ENHANCEMENTS
Amdocs' responsibilities with respect to Minor Enhancement Services include the
following:
[**]
11.6 PRODUCTION CONTROL AND SCHEDULING
Work effort expending against these activities would be considered [**].
Amdocs' responsibilities with respect to production control and scheduling
include the following:
[**]
11.7 OPERATIONS SUPPORT
Work effort expending against these activities would be considered [**].
Amdocs' responsibilities with respect to operations support include the
following:
[**]
11.8 X.X. XXXXXXXXX RESPONSIBILITIES
Amdocs' responsibilities with respect to AD/M support include the following:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
5
Schedule E, Part 1
Application Development and Maintenance Services
Contract No. 02026409
Amendment No. 02026409.A.010
12.0 REGULATORY, LEGAL AND AUDIT COMPLIANCE, AND INDUSTRY AND GOVERNMENT
REQUIRED CHANGES
Amdocs' responsibilities with respect to regulatory, legal and audit compliance,
and industry and government required changes include the following:
[**]
13.0 THIRD PARTY SOFTWARE SUPPORT
Amdocs' responsibilities with respect to Third Party Software support include
the following:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
6
Schedule E, Part 2
Cross Functional - Equipment and Software Services
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE E (PART 2)
CROSS FUNCTIONAL - EQUIPMENT AND SOFTWARE
SERVICES
ALL REQUESTS IN THIS DOCUMENT WILL BE DONE PER
AT&T STANDARDS UNLESS OTHERWISE NOTED.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Agreement No. 02026409
Schedule E, Part 2
Cross Functional - Equipment and Software Services
Contract No. 02026409
Amendment No. 02026409.A.010
TABLE OF CONTENTS
1.0 INTRODUCTION......................................................... 1
2.0 LONG RANGE PLANNING.................................................. 1
3.0 EVALUATION AND TESTING............................................... 1
4.0 REFRESH AND TECHNICAL CURRENCY....................................... 1
4.1 REFRESH......................................................... 1
4.2 APPLICATION SOFTWARE CURRENCY AND RELEASE LEVELS................ 1
4.3 THIRD PARTY SOFTWARE CURRENCY AND RELEASE LEVELS................ 1
4.4 EQUIPMENT MODEL, ENGINEERING CHANGE AND FIRMWARE
CURRENCY LEVELS................................................. 1
5.0 PROCUREMENT SERVICES................................................. 2
5.1 PRE-ACQUISITION ADVICE.......................................... 2
5.2 PROCUREMENT ORDER ENTRY AND PROCESSING.......................... 2
6.0 DELIVERY AND STAGING................................................. 2
7.0 EQUIPMENT AND SOFTWARE MAINTENANCE................................... 2
8.0 EQUIPMENT OPERATIONS AND SUPPORT..................................... 2
8.1 EQUIPMENT SUPPORT............................................... 2
8.2 EQUIPMENT OPERATIONS............................................ 2
8.3 INSTALLATION, UPGRADES AND CHANGES.............................. 3
9.0 SOFTWARE OPERATIONS AND SUPPORT...................................... 3
9.1 SOFTWARE SUPPORT................................................ 3
9.2 INSTALLATION, UPGRADES AND CHANGES.............................. 3
9.3 VIRUS PROTECTION................................................ 3
10.0 ADMINISTRATION....................................................... 3
10.1 ASSET INVENTORY AND MANAGEMENT.................................. 3
10.2 LICENSE MANAGEMENT AND COMPLIANCE............................... 3
10.3 EFFECTIVE USE OF EQUIPMENT AND SOFTWARE......................... 3
11.0 REDEPLOYMENT AND DISPOSAL OF EQUIPMENT............................... 4
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
i
Schedule E, Part 2
Cross Functional - Equipment and Software Services
Contract No. 02026409
Amendment No. 02026409.A.010
CROSS FUNCTIONAL - EQUIPMENT AND SOFTWARE SERVICES
1.0 INTRODUCTION
Amdocs will be responsible for providing Cross Functional - Equipment and
Software Services required in this Statement of Work. This Schedule sets forth
the [**].
2.0 LONG RANGE PLANNING
Amdocs' responsibilities with respect to long range planning include the
following:
[**]
3.0 EVALUATION AND TESTING
Amdocs' responsibilities with respect to evaluation and testing related to
in-scope Systems include the following:
[**]
4.0 REFRESH AND TECHNICAL CURRENCY
Amdocs will [**].
4.1 REFRESH
Amdocs' responsibilities with respect to Refresh include the following:
[**]
4.2 APPLICATION SOFTWARE CURRENCY AND RELEASE LEVELS
Amdocs' responsibilities with respect to Application Software currency and
release levels include the following:
[**]
4.3 THIRD PARTY SOFTWARE CURRENCY AND RELEASE LEVELS
Amdocs' responsibilities with respect to Third Party Software currency and
version levels include the following:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Schedule E, Part 2
Cross Functional - Equipment and Software Services
Contract No. 02026409
Amendment No. 02026409.A.010
4.4 EQUIPMENT MODEL, ENGINEERING CHANGE AND FIRMWARE CURRENCY LEVELS
Amdocs' responsibilities with respect to Equipment model, engineering change and
firmware currency levels (collectively, "Configuration") include the following:
[**]
5.0 PROCUREMENT SERVICES
5.1 PRE-ACQUISITION ADVICE
Amdocs' responsibilities with respect to procurement advice include the
following:
[**]
5.2 PROCUREMENT ORDER ENTRY AND PROCESSING
Amdocs' responsibilities with respect to order entry and processing include the
following:
[**]
6.0 DELIVERY AND STAGING
Amdocs' responsibilities with respect to delivery and staging include the
following:
[**]
7.0 EQUIPMENT AND SOFTWARE MAINTENANCE
Amdocs' responsibilities with respect to Equipment and Software maintenance
include the following:
[**]
8.0 EQUIPMENT OPERATIONS AND SUPPORT
Specific operational responsibilities for various categories of Equipment are
described elsewhere in this Schedule E.
8.1 EQUIPMENT SUPPORT
Amdocs' responsibilities with respect to Equipment support include the
following:
[**]
8.2 EQUIPMENT OPERATIONS
Amdocs' responsibilities with respect to Equipment operations include the
following:
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
2
Schedule E, Part 2
Cross Functional - Equipment and Software Services
Contract No. 02026409
Amendment No. 02026409.A.010
[**]
8.3 INSTALLATION, UPGRADES AND CHANGES
Amdocs' responsibilities with respect to Equipment installation, upgrades and
changes include the following:
[**]
9.0 SOFTWARE OPERATIONS AND SUPPORT
Specific operational responsibilities for various categories of Software are
described elsewhere in this Schedule E.
9.1 SOFTWARE SUPPORT
Amdocs' responsibilities with respect to Software support include the following:
[**]
9.2 INSTALLATION, UPGRADES AND CHANGES
Amdocs' responsibilities with respect to Software installation, upgrades and
changes include the following:
[**]
9.3 VIRUS PROTECTION
Amdocs' responsibilities with respect to virus protection include the following:
[**]
10.0 ADMINISTRATION
10.1 ASSET INVENTORY AND MANAGEMENT
Amdocs' responsibilities with respect to assets include the following:
[**]
10.2 LICENSE MANAGEMENT AND COMPLIANCE
Amdocs' responsibilities with respect to license management and compliance
include the following:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
3
Schedule E, Part 2
Cross Functional - Equipment and Software Services
Contract No. 02026409
Amendment No. 02026409.A.010
10.3 EFFECTIVE USE OF EQUIPMENT AND SOFTWARE
Amdocs' responsibilities with respect to the use of Equipment and Software
include the following:
[**]
11.0 REDEPLOYMENT AND DISPOSAL OF EQUIPMENT
Amdocs' responsibilities with respect to redeployment and disposal of Equipment
include the following:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
4
Schedule E, Part 3
Cross Functional - General Services
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE E (PART 3)
CROSS FUNCTIONAL - GENERAL SERVICES
ALL REQUESTS IN THIS DOCUMENT WILL BE DONE
PER AT&T STANDARDS UNLESS OTHERWISE NOTED.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
Schedule E, Part 3
Cross Functional - General Services
Contract No. 02026409
Amendment No. 02026409.A.010
TABLE OF CONTENTS
1.0 INTRODUCTION......................................................... 1
2.0 PROBLEM MANAGEMENT................................................... 1
2.1 PROCESS AND PROCEDURE........................................... 1
2.2 PROBLEM TRACKING SYSTEM......................................... 1
2.3 COMMUNICATION AND NOTIFICATION.................................. 1
2.4 ESCALATION...................................................... 1
3.0 HELP DESK SUPPORT.................................................... 1
3.1 GENERAL......................................................... 1
3.2 CALL MANAGEMENT................................................. 1
4.0 CHANGE MANAGEMENT.................................................... 2
4.1 GENERAL......................................................... 2
4.2 PROCESS......................................................... 2
4.3 PROCEDURES...................................................... 2
4.4 MAINTENANCE PERIODS............................................. 2
5.0 PROJECT MANAGEMENT AND SUPPORT....................................... 2
5.1 PROJECT PLANNING................................................ 3
5.2 PROJECT IMPLEMENTATION.......................................... 3
5.3 CURRENT AND ONGOING PROJECTS.................................... 3
6.0 QUALITY ASSURANCE.................................................... 3
7.0 FACILITIES MANAGEMENT AND SUPPORT.................................... 3
8.0 PHYSICAL SECURITY ADMINISTRATION..................................... 3
8.1 AT&T SITES...................................................... 3
8.2 NON-AT&T LOCATIONS.............................................. 4
9.0 LOGICAL SECURITY ADMINISTRATION...................................... 4
10.0 BUSINESS CONTINUITY AND DISASTER RECOVERY SERVICES................... 4
10.1 BUSINESS CONTINUITY............................................. 4
10.2 DISASTER RECOVERY PLANNING...................................... 4
10.3 DISASTER RECOVERY AND BUSINESS CONTINUITY TESTING............... 4
10.4 DISASTER RECOVERY ACTIVITIES.................................... 4
10.5 OFFSHORE DISASTER RECOVERY AND BUSINESS CONTINUITY.............. 4
11.0 END USER OPERATIONS DOCUMENTATION.................................... 5
12.0 ONGOING BUSINESS DIVESTITURES AND ACQUISITIONS....................... 5
12.1 BUSINESS DIVESTITURES........................................... 5
12.2 BUSINESS ACQUISITIONS........................................... 5
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
i
Schedule E, Part 3
Cross Functional - General Services
Contract No. 02026409
Amendment No. 02026409.A.010
13.0 CONSOLIDATION AND RELOCATION SERVICES................................ 5
14.0 TRAINING AND EDUCATION............................................... 5
14.1 TRAINING FOR NEW END USERS...................................... 5
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
ii
Schedule E, Part 3
Cross Functional - General Services
Contract No. 02026409
Amendment No. 02026409.A.010
CROSS FUNCTIONAL - GENERAL SERVICES
1.0 INTRODUCTION
Amdocs will be responsible for providing Cross Functional - General Services
required in this Statement of Work. This Schedule sets forth the common General
Services that Amdocs will provide for all Services that affect multiple Towers.
Requirements that are unique to a particular Tower are included in each
respective Statement of Work.
2.0 PROBLEM MANAGEMENT
2.1 PROCESS AND PROCEDURE
Amdocs' responsibilities with respect to Problem Management process and
procedure include:
[**]
2.2 PROBLEM TRACKING SYSTEM
Amdocs' responsibilities with respect to Problem Management tracking include:
[**]
2.3 COMMUNICATION AND NOTIFICATION
Amdocs's responsibilities with respect to Problem Management communication and
notification include:
[**]
2.4 ESCALATION
Amdocs' responsibilities with respect to Problem Management escalation include:
[**]
3.0 HELP DESK SUPPORT
3.1 GENERAL
Amdocs' responsibilities with respect to Help Desk include:
[**]
3.2 CALL MANAGEMENT
Amdocs' responsibilities with respect to Help Desk Calls include:
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
1
Schedule E, Part 3
Cross Functional - General Services
Contract No. 02026409
Amendment No. 02026409.A.010
[**]
3.2.1 FOR ALL CALLS
Help Desk procedures regarding Calls for the initial Help Desk support person
will include:
[**]
3.2.2 FOR CALLS THAT RELATE TO THE SERVICES:
Help Desk procedures regarding Calls that relate to the Services will include:
[**]
3.2.3 FOR CALLS THAT DO NOT ARISE FROM OR RELATE TO THE SERVICES:
Help Desk procedures regarding Calls that do not arise from or relate to the
Services will include:
[**]
4.0 CHANGE MANAGEMENT
4.1 GENERAL
Amdocs's responsibilities with respect to Change Management include:
[**]
4.2 PROCESS
Amdocs' responsibilities with respect the to Change Management process include:
[**]
4.3 PROCEDURES
Amdocs' responsibilities with respect to Change Management procedures include:
[**]
4.4 MAINTENANCE PERIODS
Amdocs' responsibilities with respect to Change Management maintenance include:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
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Cross Functional - General Services
Contract No. 02026409
Amendment No. 02026409.A.010
5.0 PROJECT MANAGEMENT AND SUPPORT
5.1 PROJECT PLANNING
Amdocs' responsibilities with respect to project planning must be consistent
with the AT&T IT quality policy for project management methodology and will
include:
[**]
5.2 PROJECT IMPLEMENTATION
Amdocs' responsibilities with respect to project implementation include:
[**]
5.3 CURRENT AND ONGOING PROJECTS
A list of the current projects and ongoing projects are set forth in Schedule L.
As of the Commencement Date, AT&T will [**] prior to the Commencement Date.
[**] Amdocs' responsibilities with respect to completing ongoing projects
include:
[**]
6.0 QUALITY ASSURANCE
Amdocs will follow established Amdocs quality assurance practices unless
otherwise determined to be inconsistent or incompatible with Schedule QA, as
determined by the Governance Team. Where gaps or material weakness are
identified, Amdocs will adopt AT&T practices or modify and/or develop new
quality assurance practices [**].
[**]
7.0 FACILITIES MANAGEMENT AND SUPPORT
Amdocs' responsibilities with respect to facilities management and support
include:
[**]
8.0 PHYSICAL SECURITY ADMINISTRATION
8.1 AT&T SITES
Where Amdocs uses or visits locations and facilities at AT&T Sites, Amdocs'
responsibilities with respect to physical security include:
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Cross Functional - General Services
Contract No. 02026409
Amendment No. 02026409.A.010
[**]
8.2 NON-AT&T LOCATIONS
Where Amdocs uses non AT&T locations and facilities to support the provision of
Services to AT&T, Amdocs' responsibilities with respect to physical security
include:
[**]
9.0 LOGICAL SECURITY ADMINISTRATION
Amdocs' responsibilities with respect to logical security administration
include:
[**]
10.0 BUSINESS CONTINUITY AND DISASTER RECOVERY SERVICES
Amdocs will be responsible to [**].
10.1 BUSINESS CONTINUITY
AT&T will retain responsibility for its Business Continuity plans and management
activities and [**].
Amdocs' responsibilities with respect to Business Continuity include:
[**]
10.2 DISASTER RECOVERY PLANNING
Amdocs' responsibilities with respect to Disaster Recovery planning include:
[**]
10.3 DISASTER RECOVERY AND BUSINESS CONTINUITY TESTING
Amdocs' responsibilities with respect to Disaster Recovery and Business
Continuity testing include:
[**]
10.4 DISASTER RECOVERY ACTIVITIES
Amdocs' responsibilities with respect to Disaster Recovery activities include
the following:
[**]
10.5 Offshore Disaster Recovery and Business Continuity
Amdocs will maintain a Disaster Recovery and Business Continuity plan [**] in
provision of the Services to AT&T; a summary of such plan is set forth in
ATTACHMENT 5 TO SCHEDULE E, OFFSHORE DISASTER
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Cross Functional - General Services
Contract No. 02026409
Amendment No. 02026409.A.010
RECOVERY AND BUSINESS CONTINUITY PLAN. Such Offshore Disaster Recovery and
Business Continuity plan, and revisions thereof, shall be reviewed and mutually
agreed upon with AT&T.
Such plan [**].
11.0 END USER OPERATIONS DOCUMENTATION
All documentation maintained by Amdocs will be subject to [**] documentation and
will conform to the documentation standards and format agreed upon between AT&T
and Amdocs.
Amdocs' responsibilities with respect to operations documentation include:
[**]
12.0 ONGOING BUSINESS DIVESTITURES AND ACQUISITIONS
[**] Amdocs will assist AT&T, subject to SECTION 9.5(K) (CHANGE CONTROL - NEW
ELIGIBLE RECIPIENTS) and SECTION 11.5 (EXTRAORDINARY EVENTS) of the Agreement,
by providing the following to include, but not limited to:
12.1 BUSINESS DIVESTITURES
Amdocs' responsibilities with respect to business divestitures include:
[**]
12.2 BUSINESS ACQUISITIONS
[**] Amdocs' responsibilities with respect to business acquisitions may include:
[**]
13.0 CONSOLIDATION AND RELOCATION SERVICES
Amdocs' responsibilities with respect to consolidation and relocation of AT&T's
operations and locations [**] include:
[**]
14.0 TRAINING AND EDUCATION
14.1 TRAINING FOR NEW END USERS
Refer to Schedule E Part 1, Section 10.2 for definition of Training and
Education.
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Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
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Schedule E, Part 4
End User Computing Services
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE E (PART 4)
END USER COMPUTING SERVICES
ALL REQUESTS IN THIS DOCUMENT WILL BE DONE PER
AT&T STANDARDS UNLESS OTHERWISE NOTED.
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The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
Schedule E, Part 4
End User Computing Services
Contract No. 02026409
Amendment No. 02026409.A.010
TABLE OF CONTENTS
1.0 INTRODUCTION.......................................................... 1
2.0 STANDARD PRODUCTS..................................................... 1
2.1 DESCRIPTIONS...................................................... 1
2.2 MONITORING AND REPORTING.......................................... 1
2.3 DISTRIBUTION...................................................... 1
3.0 INSTALLATIONS, MOVES, ADDS, AND CHANGES............................... 1
3.1 PRE-EXECUTION..................................................... 1
3.2 EXECUTION......................................................... 1
3.3 PROJECT IMACS..................................................... 2
3.4 ADDITIONAL AMDOCS' RESPONSIBILITIES............................... 2
4.0 OPERATIONS AND TECHNICAL SUPPORT...................................... 2
5.0 ONGOING EQUIPMENT AND SOFTWARE SUPPORT................................ 2
6.0 ELECTRONIC SOFTWARE DISTRIBUTION...................................... 2
7.0 SOFTWARE AND EQUIPMENT CONFIGURATIONS................................. 2
8.0 REMOTE SYSTEMS MANAGEMENT............................................. 2
9.0 MOBILE ACCESS AND SUPPORT............................................. 3
9.1 ACCESS AND SUPPORT................................................ 3
9.2 REPAIR AND MAINTENANCE............................................ 3
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The information contained herein is for use by authorized employees of AT&T,
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End User Computing Services
Contract No. 02026409
Amendment No. 02026409.A.010
END USER COMPUTING SERVICES
1.0 INTRODUCTION
Amdocs will be responsible for providing the End User Computing Services
required in this Statement of Work..
2.0 STANDARD PRODUCTS
Amdocs' responsibilities with respect to Standard Products [**]. Amdocs'
responsibilities with respect to AT&T's Standard Products list include the
following:
[**]
2.1 DESCRIPTIONS
Amdocs' responsibilities with respect to descriptions of Standard Products
include the following:
[**]
2.2 MONITORING AND REPORTING
Amdocs' responsibilities with respect to monitoring and reporting use of
Standard Products include the following:
[**]
2.3 DISTRIBUTION
Amdocs' responsibilities with respect to distributing descriptions of Standard
Products include the following:
[**]
3.0 INSTALLATIONS, MOVES, ADDS, AND CHANGES
Amdocs' responsibilities with respect to installations, moves, adds, and changes
("IMAC") include the following, which are further defined in the Policy and
Procedures Manual:
[**]
3.1 PRE-EXECUTION
Amdocs' responsibilities with respect to preparation for performing IMACs
include the following:
[**]
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The information contained herein is for use by authorized employees of AT&T,
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written agreement.
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End User Computing Services
Contract No. 02026409
Amendment No. 02026409.A.010
3.2 EXECUTION
Having received and verified a valid IMAC request and performed all necessary
pre-work, Amdocs' responsibilities for performing the IMAC include the
following:
[**]
3.3 PROJECT IMACS
3.3.1 AMDOCS' RESPONSIBILITIES
Amdocs' responsibilities with respect to Project IMACs will include the
following:
[**]
3.3.2 AT&T'S RESPONSIBILITIES
AT&T's responsibilities with respect to Project IMACs will include the
following:
[**]
3.4 ADDITIONAL AMDOCS' RESPONSIBILITIES
Amdocs' responsibilities with respect to IMACs also include the following:
[**]
4.0 OPERATIONS AND TECHNICAL SUPPORT
Amdocs' responsibilities with respect to end user operations and technical
support include the following:
[**]
5.0 ONGOING EQUIPMENT AND SOFTWARE SUPPORT
Amdocs' responsibilities with respect to ongoing Equipment and Software support
include the following:
[**]
6.0 ELECTRONIC SOFTWARE DISTRIBUTION
Amdocs' responsibilities with respect to software distribution include the
following:
[**]
7.0 SOFTWARE AND EQUIPMENT CONFIGURATIONS
Amdocs' responsibilities with respect to Software and Equipment configurations
include the following:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
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within those companies or for distribution outside those companies except by
written agreement.
2
Schedule E, Part 4
End User Computing Services
Contract No. 02026409
Amendment No. 02026409.A.010
8.0 REMOTE SYSTEMS MANAGEMENT
Amdocs' responsibilities with respect to remote Systems management include the
following:
[**]
9.0 MOBILE ACCESS AND SUPPORT
9.1 ACCESS AND SUPPORT
Amdocs' responsibilities with respect to mobile access and support include the
following:
[**]
9.2 REPAIR AND MAINTENANCE
Amdocs' responsibilities with respect to providing repair and maintenance
services for mobile Equipment and Software utilized by mobile end users (e.g.,
laptops, portable printers, etc.) include the following:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
3
Schedule E, Part 5
Governance
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE E (PART 5)
GOVERNANCE
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
Schedule E, Part 5
Governance
Contract No. 02026409
Amendment No. 02026409.A.010
TABLE OF CONTENTS
1.0 INTRODUCTION......................................................... 1
2.0 ROLES AND RESPONSIBILITIES OF KEY GOVERNANCE TEAM MEMBERS............ 1
2.1 AT&T............................................................. 1
2.2 AMDOCS........................................................... 5
3.0 COMMITTEES AND TEAMS................................................. 9
3.1 EXECUTIVE STEERING COMMITTEE..................................... 9
3.2 MANAGEMENT COMMITTEE............................................. 11
3.3 SERVICE DELIVERY COMMITTEE....................................... 14
3.4 TECHNICAL STEERING COMMITTEE..................................... 16
4.0 ISSUE ESCALATION PROCEDURES.......................................... 17
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within those companies or for distribution outside those companies except by
written agreement.
Schedule E, Part 5
Governance
Contract No. 02026409
Amendment No. 02026409.A.010
GOVERNANCE
1.0 INTRODUCTION
This Schedule sets out the Governance structure for the Agreement, the roles and
responsibilities of both Parties to maintain a working relationship, and the
type, content and frequency of the status meetings that will be held. AT&T's
Contract Executive, Contract Manager, Contract Administrator, Business Unit
Coordinator, Finance Manager, Performance Managers and Technology Architecture
Program Office Managers comprise the "AT&T Governance Team." Amdocs' Account
Executive, Account Manager, Transition Manager, Architecture Program Office,
Service Delivery Managers, Resourcing Manager, Service Control Manager, Finance
Manager, and Human Resource Director comprise the "Amdocs Governance Team."
Amdocs shall replace any member of Amdocs' Governance Team upon reasonable
request by AT&T to Amdocs. For the avoidance of doubt, there shall be no
additional Charges for the Amdocs' Governance Team members or for the activities
of Amdocs described in this Schedule E (Statement of Work - Governance). The
AT&T Governance Team and the Amdocs Governance Team are collectively referred to
in this Agreement as the "Governance Team".
Upon notice to the other Party, each Party reserves the right to replace or
substitute members of its own Governance Team and change the titles and
responsibilities of members of its Governance Team (with members that have
equivalent decision-making authority). Notwithstanding anything in this
Agreement to the contrary, representatives from any Eligible Recipient (e.g.,
AT&T Real Yellow Pages, Procurement) shall have the opportunity to attend and
participate in Governance Team meetings.
A Party may fill multiple positions in its Governance Team with the same
individual; provided, however, that Amdocs Account Executive and the Amdocs
Account Manager shall be separate individuals.
With respect to meetings under this Agreement, such meetings may be held by
teleconference or videoconference, unless AT&T reasonably requests that such
meetings be held in person at a location designated by AT&T. Each Party shall
bear its own expenses (travel or otherwise) in connection with the meetings.
If the two parties cannot agree to what is reasonable, the Governance Escalation
process will be followed.
2.0 ROLES AND RESPONSIBILITIES OF KEY GOVERNANCE TEAM MEMBERS
2.1 AT&T
2.1.1 AT&T CONTRACT EXECUTIVE
AT&T's Contract Executive's responsibilities include:
1. Managing the overall relationship with Amdocs.
2. Providing leadership and guidance to the AT&T Governance organization.
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Amendment No. 02026409.A.010
3. Working with the Amdocs Account Executive and Amdocs Account Manager
to progress the goals and objectives of the arrangement.
4. Resolving escalated issues in accordance with the Governance
escalation procedures.
5. Providing liaison activities and guidance with Amdocs's corporate
executive leadership in regard to the strategic needs of AT&T.
2.1.2 AT&T CONTRACT MANAGER
AT&T's Contract Manager has primary operational responsibility for the Agreement
and monitoring Amdocs deliverables and commitments. The Contract Manager's
responsibilities include:
1. Monitoring Amdocs and AT&T compliance with the obligations of the
Agreement.
2. Monitoring Amdocs contract level deliverable commitments.
3. Tracking fulfillment of Amdocs deliverables.
4. Assuring auditability of Amdocs processes.
5. Managing benchmarking activities, according to the Agreement.
6. Staffing and managing the AT&T Governance organization.
7. Resolving escalated issues according to the Governance escalation
procedures.
8. Approving or declining all work requests that are in excess of
pre-established expenditure amounts or circumstances, including New
Services.
9. Evaluating Service Level [**] and approving any action plans resulting
from critical Service Level Failures.
10. Approving, authorizing and overseeing all contract related policies
and procedures.
2.1.3 AT&T CONTRACT ADMINISTRATOR
AT&T's Contract Administrator has primary administrative responsibility for the
Agreement including the management of all reporting and updates to the
Agreement. The Contract Administrator's responsibilities include:
1. Ensuring receipt and review of all Amdocs reports required by the
Agreement.
2. Serving as the single point of contact for all requests and
communications originating from Amdocs with respect to the Agreement.
Except for day-to-day communications for which alternative procedures
are described elsewhere in the Agreement or for notices governed by
Section 21.3 of the Agreement, Amdocs shall direct all requests and
communications required by, permitted under or made in connection with
the Agreement to the AT&T Contract Administrator.
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3. Developing standard reporting and communication requirements between
the Amdocs and various staff and organizations within AT&T.
4. Developing and assisting with negotiations related to all addendums
and updates to the Agreement that are required during the Term.
5. Assisting with interpretation and intent of the Parties in regard to
the terms and conditions of the Agreement.
2.1.4 AT&T QUALITY ASSURANCE PROGRAM MANAGER
AT&T's Quality Assurance (QA) Program Manager has the overall responsibility for
tracking the quality of the Amdocs' software development processes and
deliverables. The Quality Assurance Program Manager reports to the AT&T Contract
Manager. The Quality Assurance Program Manager's responsibilities include:
1. Developing and implementing processes and procedures to monitor,
measure and report quality, reliability and performance of Amdocs'
deliverables, and their conformance to requirements (business and
technical).
2. Verifying, monitoring and reporting to AT&T Amdocs' compliance
against:
[**]
3. Conducting scheduled QA reviews and audits to verify that the Amdocs
project activities and services are following the AT&T standards and
communicating results to the Service Delivery Committee.
4. Conducting post project reviews to identify Amdocs processes and
activities that worked well, along with areas of improvement.
5. Monitoring Amdocs defect resolutions and root cause analysis of
problems
2.1.5 AT&T BUSINESS UNIT COORDINATOR
AT&T's Business Unit Coordinator has the overall responsibility for AT&T's
customer relationship with Amdocs and fulfilling AT&T's obligations under the
Transition Plan. The Business Unit Coordinator's responsibilities include:
1. Providing advice and counsel to AT&T business units regarding the
terms and conditions of the Agreement.
2. Providing support to AT&T business units in regard to questions and
issues arising from the delivery of Services.
3. Acting as the primary interface between the Amdocs' organization and
the AT&T business unit in regards to issue management and problem
escalation.
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Amdocs and their Affiliated Companies only, and is not for general distribution
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written agreement.
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Amendment No. 02026409.A.010
4. Assisting AT&T's client facing organization with documenting,
reviewing, and tracking Change Requests, WRFs and Service issues
(problems/defects).
5. Identifying and escalating service issues related to specific business
units until resolved.
6. Facilitating the project approval process and work authorization in
accordance with the processes described in the Policy and Procedures
Manual.
7. Overseeing projects and their status for the AT&T business unit.
8. Participating as an SME on Project Realization Teams (PRT)
9. Reviewing and approving or rejecting the AT&T business units user
acceptance Testing activities.
10. Managing AT&T's obligations for Modernization Services and Service
Levels (as described in Schedule A and Schedule G).
11. Approving or rejecting the Transition Plan.
12. Coordinating the transition of AT&T's applicable personnel,
subcontractors and Equipment to Amdocs under the Transition Plan.
13. Monitoring Amdocs' strategies for the transition of the infrastructure
necessary to operate the account including all financial, human
resources, security, facilities and communication.
14. Monitoring the implementation of Amdocs' service delivery plan.
15. Monitoring all service delivery processes and tracking that the
Service Level reporting mechanisms are established and operational to
AT&T's satisfaction.
16. Establishing and coordinating Amdocs demarcation with AT&T's
business-operating environment for the entire account.
2.1.6 AT&T FINANCE MANAGER
AT&T's Finance Manager oversees all financial activities related to the
Agreement and the delivery of Services. The Finance Manager's responsibilities
include:
1. Assisting the AT&T Area Financial Manager in establishing and managing
the overall budget in connection with the Agreement.
2. Monitoring that savings objectives for the Agreement are being met.
3. Assisting the AT&T Area Financial Manager in reviewing and approving
or rejecting financial analysis for all Amdocs sponsored initiatives
to ensure financial viability.
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The information contained herein is for use by authorized employees of AT&T,
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written agreement.
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Contract No. 02026409
Amendment No. 02026409.A.010
4. Assisting in and supporting, as needed, the review of [**] charges to
assure the accuracy of [**].
5. Ensuring that anticipated and agreed-upon Amdocs financial
responsibilities are [**], except as provided under the Agreement.
6. Investigating variances in forecasted expenses or usage of the annual
software development effort.
7. Establishing and maintaining the AT&T charge back process and systems.
2.1.7 AT&T TECHNOLOGY ARCHITECTURE PROGRAM MANAGERS
AT&T's Technology Architecture Program Office Managers will have the primary
responsibilities to review technical and architecture standards compliance.
Program Managers' responsibilities include:
1. Developing processes and procedures to track that Amdocs's services
are in alignment with the AT&T business and AT&T IT architecture
strategies.
2. Coordinating the IT architectural standards of AT&T and working with
AT&T and Amdocs to develop the Long Range IT Plan, as described in
Schedule E, Part 2 - Cross Functional - Equipment and Software
Services.
3. Reviewing and approving or rejecting Amdocs' solution approach,
including but not limited to:
a. Technical architecture designs at a level of detail that
provides AT&T appropriate visibility into the application
design to evaluate compliance with AT&T standards.
b. Logical and physical data models
c. Data access methods and call patterns
4. Reviewing and approving or rejecting Amdocs' IT plan
5. Reviewing and approving specific project plans and Change Requests to
comply with Long Term IT Plan.
6. Providing support to AT&T and end users in accordance with the Problem
Management process, as described in Schedule E, Part 3 - Cross
Functional - General Services
7. Review designs/architecture/approval data models
2.2 AMDOCS
2.2.1 AMDOCS ACCOUNT EXECUTIVE
Amdocs' Account Executive has complete authority and responsibility to deliver
all Services from Amdocs to AT&T. The Account Executive's responsibilities
include:
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The information contained herein is for use by authorized employees of AT&T,
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Contract No. 02026409
Amendment No. 02026409.A.010
1. Managing the overall relationship regarding Amdocs and AT&T.
2. Ensuring that Amdocs fulfills all of its obligations under the
Agreement.
3. Working with the AT&T Governance Team to establish, manage, and meet
commitments, requirements, and expectations.
4. Working with AT&T executives and business unit managers after approval
from AT&T to align the delivery of Services with the strategic needs
of AT&T; such activities will be performed with the approval and in
conjunction with the AT&T Contract Manager.
5. Informing AT&T about new corporate capabilities and developments
within Amdocs' organization; proposing ideas and solutions that will
provide ongoing benefit to AT&T.
6. Responding, or ensuring the response by Amdocs' subject matter
experts, to all requests for strategic or relationship-wide questions
or requests from the AT&T.
2.2.2 AMDOCS ACCOUNT MANAGER
Amdocs' Account Manager will have primary business operating performance
responsibility for the account and will assure that all delivery commitments and
deliverables required under the Agreement are provided to AT&T. The Account
Manager's responsibilities include:
1. Working with the AT&T Contract Manager to manage and meet commitments,
requirements and expectations.
2. Ensuring that all Service Levels are met.
3. Ensuring that Amdocs' performance requirements as they relate to AT&T
business requirements and business objectives are satisfied.
4. Assuring operational compliance with the Agreement and ensuring that
Amdocs fulfills its obligations under the Agreement, including all
obligations relating to Deliverables.
5. Establishing and executing the account management disciplines,
business management processes, and associated reporting.
6. Ensuring prompt identification and resolution of service delivery
issues.
7. Ensuring that Amdocs' performance requirements as they relate to the
AT&T strategic business planning (i.e., business and architecture,
strategic options, business assessment, business operating plans)
requirements are met.
8. Staffing and leading the Amdocs management team and project staff.
9. Accepting requests for new projects from AT&T and ensuring that such
requests are handled pursuant to the Change Management procedures set
forth in Section 9.5 of the Agreement, applicable Statements of Work
and the Policy and Procedures Manual.
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The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
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written agreement.
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Contract No. 02026409
Amendment No. 02026409.A.010
10. Ensuring the delivery to AT&T of all data that Amdocs is obligated to
provide to AT&T under the Agreement as well as all data reasonably
requested by AT&T.
2.2.3 AMDOCS TRANSITION MANAGER
Amdocs' Transition Manager has the overall responsibility for the successful
[**]. The Transition Manager's responsibilities include:
1. Establishing the account infrastructure necessary to operate the
account including all financial, human resources, security, facilities
and communication.
2. Developing and implementing the service delivery plan.
3. Installing all service delivery processes and ensuring that the
Service Level reporting mechanisms are established and operational.
4. [**]
5. Establishing the business-operating environment for the entire
account.
6. Responding to all AT&T requests for information related to the
Transition Services.
2.2.4 AMDOCS ARCHITECTURE PROGRAM OFFICE
Amdocs' Architecture Program Office will be responsible for liaison with the
AT&T IT architecture team and assuring that architectural initiatives and
decisions are fully supported and executed. The Architecture Program Office
responsibilities include:
1. Interfacing with and fully supporting the AT&T IT architecture team.
2. Ensuring compliance with the Long Range IT Plan, as described in
Schedule E Part 2 - Cross Functional - Equipment and Software
Services.
3. Coordinating and facilitating sharing of architectural information
between AT&T and the Amdocs.
2.2.5 AMDOCS SERVICE DELIVERY MANAGERS
Amdocs' Service Delivery Managers will have the primary responsibility to
deliver the Services associated with each Tower within the scope of the
Agreement. The Service Delivery Managers' responsibilities include:
1. Meeting all Service Levels and contractual commitments for the
respective Towers.
2. Staffing all Service delivery with the appropriate level of trained
personnel.
3. Forecasting resource requirements and managing resourcing
requirements.
4. Meeting the AT&T's IT architectural standards and working with AT&T to
develop the Long Range IT Plan, as described in Schedule E Part 2 -
Cross Functional - Equipment and Software Services.
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Amendment No. 02026409.A.010
5. Providing support to AT&T and end users in accordance with the problem
management process.
6. Implementing Amdocs' development methodology as tailored to meet AT&T
development standards.
7. Providing all Service Level reporting to AT&T and the service control
function
8. Implementing and meeting the requirements of the AT&T business
continuity plans set forth in Schedule E Part 3 - Cross Functional
General Services.
2.2.6 AMDOCS RESOURCING MANAGER
Amdocs' Resourcing Manager will be responsible to manage and execute resource
allocation strategies across the account. The Resourcing Manager's
responsibilities include:
1. Managing transition of subcontractors.
2. Managing Amdocs relationships.
3. Managing selection of subcontractors (e.g., included permitted
offshore subcontractors).
4. Managing shared resource centers within the AT&T account.
5. Managing overall resource levels in accordance with AT&T resource
requirements.
2.2.7 AMDOCS SERVICE CONTROL MANAGER
Amdocs' Service Control Manager will be responsible for delivering the metrics
program for the account and overseeing the implementation of the account system
development methodology. The Service Control Manager's responsibilities include:
1. Interfacing as needed with AT&T.
2. Establishing the Amdocs metrics program.
3. Providing direction for the account program office function.
4. Constructing the performance reports and managing the monthly
reporting.
5. Establishing Amdocs benchmarking methodology in accordance with the
Agreement
6. Introducing Amdocs' methodology on the account, modifying it to meet
AT&T development standards, and ensuring that this methodology is
implemented on the account.
7. Providing training as required by the Agreement.
8. Providing process ownership for service delivery processes
9. Providing Amdocs quality assurance function.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
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Governance
Contract No. 02026409
Amendment No. 02026409.A.010
10. Implementing a client satisfaction survey for the account, according
to the Agreement.
2.2.8 AMDOCS FINANCE MANAGER
Amdocs' Finance Manager will be responsible for all financial, billing,
contractual compliance and new business management functions. The Finance
Manager's responsibilities include:
1. Providing the monthly invoice and all account billing and reporting
functions.
2. Implementing and managing Amdocs' financial system including time
recording, labor reporting, billing, budgeting, forecasting, and
annual planning.
3. Acting as the primary Amdocs focus for new service establishment for
AT&T.
4. Managing other administrative functions including physical and logical
security, facilities and contracts.
5. Providing financial reporting in accordance with the Agreement.
2.2.9 AMDOCS HUMAN RESOURCE DIRECTOR
Amdocs' Human Resource Director will be responsible for personnel policies or
process administration. The Human Resource Director's responsibilities include:
1. Establishing all personnel administration policies for the AT&T
account.
2. Providing the Human Resource management function for the AT&T account.
3. Providing the recruitment and placement function for the AT&T account.
4. Providing the communication forms for the AT&T account.
5. Interfacing with the AT&T Contract Manager on personnel issues.
6. Submitting the quarterly resource roster to the AT&T Contract
Administrator ninety (90) days in advance of any changes.
3.0 COMMITTEES AND TEAMS
3.1 EXECUTIVE STEERING COMMITTEE
Prior to the Effective Date, the Parties will form and name members of an
Executive Steering Committee. The names and titles of the representatives
serving on the initial Executive Steering Committee are attached to this
Schedule. The Executive Steering Committee will have executive management
responsibility for the Agreement and for the relationship between the Parties
and shall provide business oversight and ensure the alignment of the Long Range
IT Plan and Service delivery objectives. This committee will also assist the
AT&T Contract Manager and the Amdocs Account Manager in decisions that directly
affect the Agreement.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
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Schedule E, Part 5
Governance
Contract No. 02026409
Amendment No. 02026409.A.010
AT&T's Contract Manager and a Amdocs Account Manager will be appointed by each
respective Party to liaise with the Executive Steering Committee and to monitor
and resolve where possible any issues raised by the AT&T Service Managers and
the Amdocs Service Delivery Managers. The AT&T Service Managers and Amdocs
Service Delivery Managers will carry out the day-to-day coordination of Service
delivery, and include other AT&T representatives as required.
AT&T and Amdocs will jointly develop and implement agreed performance management
and business assurance processes.
Amdocs will deploy the performance management and business assurance processes
at the Sites to ensure the stable start-up and efficient delivery of the
Services.
3.1.1 MEMBERS
The Executive Steering Committee will be chaired by the AT&T Contract Manager
and will be comprised of the following individuals:
1. AT&T Contract Executive.
2. AT&T Contract Manager.
3. Amdocs Account Executive.
4. Amdocs Account Manager.
5. Other AT&T and Amdocs personnel as required.
3.1.2 KEY RESPONSIBILITIES
The Executive Steering Committee's responsibilities include the following:
1. Ensuring business alignment between the Parties, analysis of AT&T and
Amdocs business plans, and oversight of new or modified Services
during the Term.
2. Developing strategic requirements and plans associated with the
Services during the Term.
3. Ensuring that the annual technology plan is in accordance with and
supports the Long Range IT Plan.
4. Agreeing to and periodically reviewing the authority of the committees
and makeup of the individual members of the Management Committee and
the Service Delivery Committee.
5. Approving the Management Committee report and recommendations,
including review and approval of the following:
5.1. Transition Plan implementation, including progress and achievement of
Critical Deliverables and key activities.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
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Governance
Contract No. 02026409
Amendment No. 02026409.A.010
5.2. Service Level reports and modifications.
5.3. Continuous improvement and quality assurance measures.
5.4. Reset of Critical Service Levels.
5.5. Financial issues and performance.
5.6. Customer satisfaction surveys, according to the Agreement.
5.7. Audit results.
5.8. Benchmarking results according to the Agreement.
5.9. Attempting to resolve issues escalated by the Management Committee.
5.10. Resource plans according to the Agreement.
6. Disposition of disputed issues.
3.1.3 MEETINGS
The Executive Committee will meet upon the request of either Party, but no more
than [**] without the consent of both Parties. The Party requesting the meeting
shall prepare and distribute a written agenda at least [**] prior to the
meeting. Amdocs shall keep minutes of each meeting and shall distribute the
minutes to AT&T within [**] after each meeting.
3.2 MANAGEMENT COMMITTEE
Prior to the Effective Date, the Parties will establish a Management Committee.
The names and titles of the representatives serving on the initial Management
Committee are attached to this Schedule.
3.2.1 MEMBERS
The Management Committee will be chaired by AT&T's Contract Manager and will be
comprised of the following individuals:
1. AT&T Contract Manager.
2. AT&T Contract Administrator.
3. AT&T Finance Manager.
4. Amdocs Account Manager.
5. Amdocs Finance Manager.
6. Other AT&T and Amdocs personnel as required.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
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Schedule E, Part 5
Governance
Contract No. 02026409
Amendment No. 02026409.A.010
3.2.2 AUTHORITY
Subject to direction and approval from the Executive Steering Committee and to
the authority derived from the Change Control procedures set forth in Section
9.5 of the Agreement, the Management Committee will have general authority and
responsibility regarding:
1. Approving changes to the Agreement.
2. Adding, modifying, and/or removing Services covered by the Agreement.
3. Operational, technical, financial, and general management oversight of
the Agreement.
4. Resolving issues escalated by the Service Delivery Committee.
Notwithstanding the foregoing, any addition, removal or modification of the
Services shall require the written consent of the AT&T Contract Executive and
the AT&T Contract Manager. Any change or amendment to the Agreement shall not
take effect unless such change or amendment is in writing and signed by an
authorized representative of the Party authorized to make such changes.
3.2.3 KEY RESPONSIBILITIES
The Management Committee's responsibilities include:
1. Managing the performance of the Parties' respective roles and
responsibilities under the Agreement.
2. Implementing the Agreement.
3. Managing risks and opportunities for improvement.
4. Monitoring Service delivery and transition activities based on
reporting and coordination with the Service Delivery Committee.
5. Considering and approving, where possible, operational and technical
changes in accordance with the Change Management requirements.
6. Considering and approving, where possible, changes to the Agreement
and to the Services in accordance with the Change Control procedures
set forth in Section 9.5 of the Agreement.
7. Seeking to resolve any issues escalated by the Service Delivery
Committee.
8. Escalating any issues not resolved by the Management Committee to the
Executive Steering Committee.
9. Producing Management Committee summary reports and submitting them for
Executive Steering Committee review.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
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Schedule E, Part 5
Governance
Contract No. 02026409
Amendment No. 02026409.A.010
10. Approving the following and reporting, as required, to the Executive
Steering Committee with respect to:
10.1. Service Levels, Service Level [**].
10.2. Continuous improvement and quality assurance measures.
10.3. Proposals for reset of Service Levels.
10.4. Review of financial performance
10.5. Pricing.
10.6. Customer satisfaction surveys, according to the Agreement.
10.7. Audit results.
10.8. Benchmarking results according to the Agreement.
11. Monitoring and reviewing the ongoing status of third party contracts
as appropriate and according to the Agreement.
12. Initiating the recommendations and suggestions made by the Executive
Steering Committee relating to the Services and the Agreement.
13. Ensuring the implementation of process/infrastructure, financial and
resource plans.
14. Recommending changes to the Policy and Procedures Manual submitted to
AT&T for approval
15. Reviewing business and technical proposals submitted by AT&T business
sponsors or Amdocs personnel.
16. Recommending new proposals to the Executive Steering Committee.
17. Providing advice and direction to the Service Delivery Committee for
performance improvement.
18. Preparing the following reports:
18.1. Summary Executive Reports
18.2. Global Management Report
18.3. Service Level Reporting
18.4. Transition Reports
19. Delegating any powers it considers appropriate to the Service Delivery
Committee.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
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Governance
Contract No. 02026409
Amendment No. 02026409.A.010
3.2.4 MEETINGS
The Management Committee will meet, at a minimum, monthly, and at other times as
agreed between the Parties, to review:
1. Contract Management and Change Control.
2. Service delivery.
3. Transition management.
4. Transformation management.
5. Change Management.
6. Technical planning.
Either Party may include items on a written agenda that Amdocs shall distribute
at [**] prior to the meeting. Amdocs shall keep minutes of each meeting and
shall distribute the minutes to AT&T within [**] after each meeting.
3.3 SERVICE DELIVERY COMMITTEE
Prior to the Effective Date, the Parties will establish a Service Delivery
Committee. The names and titles of the representatives serving on the initial
Service Delivery Committee are attached to this Schedule.
3.3.1 MEMBERS
The Service Delivery Committee will be comprised of the following individuals:
1. AT&T Service Managers.
2. AT&T Business Unit Coordinator.
3. AT&T QA Site Service Managers.
4. Amdocs Service Delivery Managers.
5. Other AT&T and Amdocs personnel as required.
3.3.2 AUTHORITY
The Service Delivery Committee will have authority regarding:
1. Review and approval, where possible, of the short-term and long-term
plans and activities in regard to the delivery of the Services.
2. Resolution of Service delivery problems.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
14
Schedule E, Part 5
Governance
Contract No. 02026409
Amendment No. 02026409.A.010
3. Upward notification of all issues that might result in the addition,
deletion, or modification of the Services, or the terms of the
Agreement, irrespective of the initiating Party.
4. Agreement on Service delivery initiatives.
3.3.3 KEY RESPONSIBILITIES
The Service Delivery Committee's responsibilities will be determined and
delegated in each case by the Management Committee and may include matters
within the relevant region including:
1. Implementing the Transition Plan and monitoring Service delivery.
2. Monitoring Critical Deliverables and Service Levels.
3. Coordinating and communicating day-to-day Service delivery issues;
addressing, co-coordinating and prioritizing the issues affecting the
provision of the Services to AT&T.
4. Reviewing and escalating operational problems and issues to the
Management Committee and in accordance with the Policy and Procedures
Manual.
5. Reviewing and scheduling change requests in accordance with the Change
Management requirements.
6. Ensuring efficient flow of documentation as required by the Agreement.
7. Handling disputes within the authority of the AT&T and Amdocs
representatives, and referring others to the Management Committee.
8. Submitting issues concerning the relationship between the Parties to
the Management Committee for its guidance and recommendations.
9. Submitting reports to the Management Committee.
10. Advising the Management Committee of new opportunities and proposals.
11. Identifying and referring matters outside the authority of AT&T and
Amdocs representatives to the Management Committee.
12. Reviewing and presenting recommendations and suggestions made by AT&T
representatives and Amdocs representatives relating to the Services
and initiating appropriate actions.
13. Identifying issues that may have an impact outside the relevant Sites
and referring these to the Management Committee and to other Sites as
required.
14. Monitoring and reviewing the ongoing status of third party contracts.
15. Reviewing and adjusting the following, as directed by the Management
Committee:
15.1. Service Levels.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
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Schedule E, Part 5
Governance
Contract No. 02026409
Amendment No. 02026409.A.010
15.2. Continuous improvement and quality assurance measures.
15.3. Customer satisfaction surveys, according to the Agreement.
15.4. Audits, according to the Agreement.
15.5. Benchmarking results, according to the Agreement.
16. Preparing the following reports:
16.1. Regional/Management Reports.
16.2. Service Levels and Service delivery results, as required.
16.3. Minutes.
3.3.4 MEETINGS
The Service Delivery Committee will meet, at a minimum, bi-weekly, and at other
times as directed by the Management Committee, to review:
1. Contract issues.
2. Service Delivery.
3. Transition Management.
4. Transition/projects.
Amdocs shall keep minutes of each meeting and shall distribute the minutes to
AT&T within twenty four (24) hours after each meeting.
3.4 TECHNICAL STEERING COMMITTEE
Within [**] following the Effective Date, a Technical Steering Committee will be
established by the Parties to focus on the development of the annual and Long
Range IT Plans. The Technical Steering Committee will meet [**], and at other
times as agreed between the Parties.
3.4.1 MEMBERS
The Technical Steering Committee will be chaired and the agenda set by the AT&T
IT Architecture Manager and will be comprised of the following individuals:
1. AT&T Contract Manager or their nominated deputy.
2. AT&T IT Architecture Manager.
3. AT&T Applications Development and Maintenance Manager.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
16
Schedule E, Part 5
Governance
Contract No. 02026409
Amendment No. 02026409.A.010
4. AT&T Infrastructure and Maintenance Manager
5. AT&T Business Unit Coordinator.
6. Amdocs Account Manager.
7. Amdocs assigned Chief Technology Officer for AT&T.
8. AT&T and Amdocs Subject Matter Experts.
3.4.2 KEY RESPONSIBILITIES
The Technical Steering Committee's responsibilities include:
1. Reviewing and aligning AT&T's IT strategy and IT policies with the
Annual and Long Range IT Plans for authorization by the Executive
Steering Committee.
2. Recommending changes to the Long Range IT Plan for approval by the
Executive Steering Committee.
3. Reviewing the Amdocs' proposals for implementing the Long Range IT
Plan.
4. Using management reports and any other appropriate sources, to
research, develop, review and approve technical initiatives to address
business problems and opportunities as agreed by the Executive
Steering Committee and the Management Committee.
5. Providing advice and guidance to the Management Committee for
technical improvement and making recommendations directly to AT&T and
Amdocs on issues affecting the technical infrastructure that supports
the AT&T business operations.
6. Reviewing technical policy standards and making recommendations to the
Management Committee.
7. Reviewing Amdocs migration plan to ensure compliance with AT&T
standards
8. Reviewing any proposals for reductions in the costs of the Services
driven by new technology.
Amdocs shall keep minutes of each meeting and shall distribute the minutes to
AT&T within [**] after each meeting.
4.0 ISSUE ESCALATION PROCEDURES
From time to time, issues will arise that cannot be resolved at the various
levels of management within the AT&T and Amdocs teams. Issues that cannot be
resolved will be escalated as follows:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
17
Schedule E, Part 5
Governance
Contract No. 02026409
Amendment No. 02026409.A.010
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
18
Schedule E, Part 6
Policy and Procedures Manual Content
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE E (PART 6)
POLICY AND PROCEDURES MANUAL CONTENT
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
Schedule E, Part 6
Policy and Procedures Manual Content
Contract No. 02026409
Amendment No. 02026409.A.010
TABLE OF CONTENTS
1.0 INTRODUCTION......................................................... 1
2.0 GENERAL CONTENT AND ORGANIZATION..................................... 1
2.1 ORGANIZATIONAL OVERVIEW.......................................... 1
2.2 TRANSITION ACTIVITIES AND RESPONSIBILITIES....................... 1
2.3 PERFORMANCE MANAGEMENT PROCEDURES................................ 1
2.4 CHANGE MANAGEMENT - OPERATIONAL AND TECHNICAL PROCEDURES......... 1
2.5 DISASTER RECOVERY AND BUSINESS CONTINUITY PROCEDURES............. 1
2.6 FINANCIAL MANAGEMENT PROCEDURES.................................. 2
2.7 CONTRACT MANAGEMENT PROCEDURES................................... 2
2.8 RELATIONSHIP MANAGEMENT PROCEDURES............................... 2
2.9 AMDOCS' OPERATIONAL PROCEDURES................................... 2
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
i
Schedule E, Part 6
Policy and Procedures Manual Content
Contract No. 02026409
Amendment No. 02026409.A.010
POLICY AND PROCEDURES MANUAL CONTENT
1.0 INTRODUCTION
This document describes the general content and organization of the Policy and
Procedures Manual that will be developed to support governance of the Agreement.
2.0 GENERAL CONTENT AND ORGANIZATION
The table below provides the general organization and content of the Policy and
Procedures Manual. Although not intended to replicate the Agreement, the Policy
and Procedures Manual provides comprehensive documentation of the procedures
that will be followed to implement and manage the Agreement and the overall
relationship. Detailed text or requirements referenced in the agreement may be
supplied in the Policy and Procedures Manual.
Responsibilities of Amdocs and AT&T by job title or function will be indicated
within the document. The manual will be used jointly by the Parties to assist
with overall coordination and communication regarding the Agreement.
In the event that, on the Commencement Date the Policy and Procedures Manual
does not yet contain procedures addressing all areas set forth in this document,
Amdocs shall follow AT&T's preexisting procedures until mutually agreed
otherwise by AT&T and Amdocs.
A "(Y)" after content description indicates that the item must be completed by
the Commencement Date.
2.1 ORGANIZATIONAL OVERVIEW
[**]
2.2 TRANSITION ACTIVITIES AND RESPONSIBILITIES
This Section can be archived after the Transition Period has ended; can reuse
applicable information from the Transition Plan or reference it if all
information is provided within the Transition Plan.
[**]
2.3 PERFORMANCE MANAGEMENT PROCEDURES
[**]
2.4 CHANGE MANAGEMENT - OPERATIONAL AND TECHNICAL PROCEDURES
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
1
Schedule E, Part 6
Policy and Procedures Manual Content
Contract No. 02026409
Amendment No. 02026409.A.010
2.5 DISASTER RECOVERY AND BUSINESS CONTINUITY PROCEDURES
[**]
2.6 FINANCIAL MANAGEMENT PROCEDURES
[**]
2.7 CONTRACT MANAGEMENT PROCEDURES
[**]
2.8 RELATIONSHIP MANAGEMENT PROCEDURES
[**]
2.9 AMDOCS' OPERATIONAL PROCEDURES
[**]
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The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
2
Schedule E, Part 8
Mainframe and Server Services
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE E (PART 8)
MAINFRAME AND SERVER SERVICES
ALL REQUESTS IN THIS DOCUMENT WILL BE DONE PER
AT&T STANDARDS UNLESS OTHERWISE NOTED.
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The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
Schedule E, Part 8
Mainframe and Server Services
Contract No. 02026409
Amendment No. 02026409.A.010
TABLE OF CONTENTS
1.0 INTRODUCTION......................................................... 1
2.0 COMMON SERVICES...................................................... 1
2.1 OPERATIONS...................................................... 1
2.2 PRODUCTION CONTROL AND SCHEDULING............................... 1
2.3 TECHNICAL SUPPORT............................................... 1
2.4 DATABASE SUPPORT AND MANAGEMENT................................. 2
2.5 ONLINE STORAGE MANAGEMENT....................................... 2
2.6 EXTERNAL STORAGE MEDIA MANAGEMENT............................... 2
2.7 OFF-SITE MEDIA STORAGE MANAGEMENT............................... 3
2.8 PRINT AND ELECTRONIC OUTPUT MEDIA OPERATIONS.................... 3
2.9 END USER SUPPORT................................................ 3
2.10 CHANGE MANAGEMENT SUPPORT....................................... 3
2.11 BACKUP AND RECOVERY SERVICES.................................... 3
3.0 MAINFRAME............................................................ 3
3.1 OPERATIONS...................................................... 4
3.2 PRODUCTION CONTROL AND SCHEDULING............................... 4
3.3 TECHNICAL SUPPORT............................................... 4
3.4 SNA AND TCP/IP TECHNICAL SUPPORT................................ 4
3.5 END USER SUPPORT................................................ 4
4.0 APPLICATION AND UTILITY SERVERS...................................... 4
4.1 SYSTEMS ADMINISTRATION.......................................... 5
4.2 PRODUCTION CONTROL AND SCHEDULING............................... 5
4.3 TECHNICAL SUPPORT............................................... 5
4.4 SYSTEMS MANAGEMENT.............................................. 5
4.5 ADMINISTRATION.................................................. 5
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
i
Schedule E, Part 8
Mainframe and Server Services
Contract No. 02026409
Amendment No. 02026409.A.010
MAINFRAME AND SERVER SERVICES
1.0 INTRODUCTION
The assumption is that processes, procedures and documentation will continue to
be maintained per practices in place as of the Commencement Date.
Amdocs will be responsible for providing the operation, management and support
of AT&T's mainframe, application servers, and utility servers. This Schedule
contains the following three (3) sections:
[**]
2.0 COMMON SERVICES
2.1 OPERATIONS
Amdocs' responsibilities with respect to operations include the following:
[**]
2.2 PRODUCTION CONTROL AND SCHEDULING
Amdocs' responsibilities with respect to production control and scheduling
include the following:
[**]
2.3 TECHNICAL SUPPORT
Amdocs' responsibilities with respect to technical support include the
following:
[**]
2.3.1 GENERAL TECHNICAL SUPPORT
Amdocs' responsibilities with respect to general technical support include the
following:
[**]
2.3.2 PERFORMANCE
Amdocs' responsibilities with respect to technical performance include the
following:
[**]
2.3.3 CAPACITY PLANNING
Amdocs' responsibilities with respect to capacity planning include the
following:
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
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Schedule E, Part 8
Mainframe and Server Services
Contract No. 02026409
Amendment No. 02026409.A.010
[**]
2.3.4 Configuration Planning
Amdocs' responsibilities with respect to configuration planning include the
following:
[**]
2.4 Database Support and Management
Amdocs' responsibilities with respect to database support and management for
development, test and production environments include the following:
[**]
2.4.1 Database Management
Amdocs' responsibilities with respect to database management for development,
test and production environments include the following:
[**]
2.4.2 Database Maintenance and Support
Amdocs' responsibilities with respect to database maintenance and support for
development, test and production environments include the following:
[**]
2.4.3 Administrative Support
Amdocs' responsibilities with respect to database administrative support for
development, test and production environments include the following:
[**]
2.5 Online Storage Management
2.5.1 Operations and Processing
Amdocs' responsibilities with respect to online storage operations and
processing include the following:
[**]
2.5.2 Administration
Amdocs' responsibilities with respect to online storage administration include
the following:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
2
Schedule E, Part 8
Mainframe and Server Services
Contract No. 02026409
Amendment No. 02026409.A.010
2.6 External Storage Media Management
2.6.1 Operations and Processing
Amdocs' responsibilities with respect to storage media operations and processing
include the following:
[**]
2.6.2 Administration
Amdocs' responsibilities with respect to storage media administration include
the following:
[**]
2.7 Off-Site Media Storage Management
Amdocs' responsibilities with respect to media storage management include the
following:
[**]
2.8 Print and Electronic Output Media Operations
Amdocs' responsibilities with respect to output media operations include the
following:
[**]
2.9 End User Support
Amdocs' responsibilities with respect to end user support include the following:
[**]
2.10 Change Management Support
Amdocs' responsibilities with respect to change management support include the
following:
[**]
2.11 Backup and Recovery Services
Amdocs' responsibilities with respect to backup and recovery for development,
test and production environments include the following:
[**]
3.0 MAINFRAME
Amdocs will be responsible for the specific requirements associated with the
mainframe environment.
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The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
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Schedule E, Part 8
Mainframe and Server Services
Contract No. 02026409
Amendment No. 02026409.A.010
3.1 Operations
Amdocs' responsibilities with respect to mainframe operations include the
following:
[**]
3.2 Production Control and Scheduling
Amdocs' responsibilities with respect to mainframe production control and
scheduling include the following:
[**]
3.3 Technical Support
3.3.1 General Technical Support
Amdocs' responsibilities with respect to mainframe technical support include the
following:
[**]
3.3.2 Capacity Planning
Amdocs' responsibilities with respect to mainframe capacity planning include the
following:
[**]
3.3.3 Configuration Planning
Amdocs' responsibilities with respect to mainframe configuration planning
include managing and installing hardware IOCP definitions.
3.4 SNA and TCP/IP Technical Support
Amdocs' responsibilities with respect to mainframe SNA and TCP/IP technical
support include the following:
[**]
3.5 End User Support
Amdocs' responsibilities with respect to mainframe end user support include the
following:
[**]
4.0 APPLICATION AND UTILITY SERVERS
Amdocs will be responsible for the specific requirements associated with in
scope application and utility servers.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
4
Schedule E, Part 8
Mainframe and Server Services
Contract No. 02026409
Amendment No. 02026409.A.010
Amdocs' responsibilities with respect to servers include the following:
[**]
4.1 Systems Administration
Amdocs' responsibilities with respect to Systems administration include the
following:
[**]
4.2 Production Control and Scheduling
Amdocs' responsibilities with respect to server production control and
scheduling include the following:
[**]
4.3 Technical Support
Amdocs' responsibilities with respect to server technical support include the
following:
[**]
4.4 Systems Management
Amdocs' responsibilities with respect to server System management include the
following:
[**]
4.5 Administration
Amdocs' responsibilities with respect to server administration include the
following:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
5
Schedule E, Attachment 1
Network Demarcation Diagram
Contract No. 02026409
Amendment No. 02026409.A.010
Network Demarcation Diagram
[**]
Definitions:
LAN shall be defined as the local area network.
WAN shall be defined as the wide area network.
NIC shall be defined as the network interface card attached to the personal
computer.
Server Room shall be defined as any raised floor space containing either
mainframe and/ or client server systems for AT&T Real Yellow Pages.
Amdocs will be responsible for the support of the personal computer, the NIC and
the network cable from the NIC to the LAN xxxx in the wall of the office and/ or
computer room. AT&T will be responsible for the LAN from the back of the xxxx in
the wall to the router and from there to the WAN. This includes the ATM and all
network connections back to the main server facility. AT&T will be responsible
for the support of any network device between these two parameters.
Amdocs will be responsible for all in-scope mainframe and client servers as well
as any NIC attached to those systems. AT&T will be responsible for all network
cables that are connected to these systems, as well as the LAN and WAN. Amdocs
will be responsible for all other cabling attached to these systems.
AT&T is responsible for the workgroup hub from a physical perspective. During
transition both parties need to work out roles and responsibilities related to
workgroup hubs and Help Desk access for monitoring and diagnostics.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
1
Schedule E, Attachment 2a
Security Process Flow
Contract No. 02026409
Amendment No. 02026409.A.010
SECURITY PROCESS FLOW
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
1
Schedule E, Attachment 3
AT&T Owned Data Center & Remote Facility Demarcation
Contract No. 02026409
Amendment No. 02026409.A.010
AT&T OWNED DATA CENTER & REMOTE FACILITY DEMARCATION
AMDOCS RESPONSIBILITY AT&T RESPONSIBILITY
[**] -[**]
[**]
[**]
[**]
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
1
[**]
VERSION 2.5
DECEMBER 13, 2002
DOCUMENT NUMBER PA02
Schedule E, Attachment 4
CMM Tier 2
Contract No. 02026409
Amendment No. 02026409.A.010
[**]
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions. [**]
A total of 115 pages have been omitted.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
2
Schedule E, Attachment 5
[**] Plan
Contract No. 02026409
Amendment No. 02026409.A.010
[**] PLAN
AMDOCS [**]SUMMARY
Amdocs is a global company with development centers located around the world. At
Amdocs, we are totally committed to providing the best possible products and
services to our customers, and our commitment includes the ability to continue
providing those products and services in [**].
Our global presence inherently supports the [**]. Since all of our development
centers [**]customer operations.
Our [**] is based on ongoing [**]. In addition to [**].
Our [**] in technologies and business needs.
The size of the company and the level of expertise across sites [**]. In
addition, [**]. This allows Amdocs to provide ongoing support [**].
[**].
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
1
Schedule E.1
License Request Guidelines
Contract No. 02026409
Amendment No. 02026409.A.010
LICENSE REQUEST GUILDELINES
[**]
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and their
Affiliated Companies and is not for distribution inside or outside of those
companies except by written agreement.
1
Schedule E.1
License Request Guidelines
Contract No. 02026409
Amendment No. 02026409.A.010
LICENSE REQUEST GUIDELINES
[**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and their
Affiliated Companies and is not for distribution inside or outside of those
companies except by written agreement.
2
Schedule E.1
License Request Guidelines
Contract No. 02026409
Amendment No. 02026409.A.010
LICENSE REQUEST GUIDELINES
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and their
Affiliated Companies and is not for distribution inside or outside of those
companies except by written agreement.
3
Schedule E.1
License Request Guidelines
Contract No. 02026409
Amendment No. 02026409.A.010
LICENSE REQUEST GUIDELINES
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and their
Affiliated Companies and is not for distribution inside or outside of those
companies except by written agreement.
4
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE E.3
AT&T RULES
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
TABLE OF CONTENTS
CONTRACTOR WORK RULES...................................................... 1
272 COMPLIANCE............................................................. 15
CLEC IMPACT ANALYSIS POLICY................................................ 29
AT&T INFORMATION TECHNOLOGY OPERATIONS USE OF DATA CENTER BUILDING AND
COMPUTER ROOM SPACE POLICY................................................. 32
EXTERNAL ENTITY CONTRACT SECURITY REQUIREMENTS............................. 39
LIMITED OFFSHORE REMOTE ACCESS............................................. 43
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
i
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
CONTRACTOR WORK RULES
These Work Rules reaffirm the importance of high standards of business ethics.
All contract or temporary workers are responsible for their actions, and for
conducting themselves with integrity. Any failure on the part of any contract or
temporary worker to meet any of the standards embodied in these Work Rules will
be subject to disciplinary action by their employer.
If you have any questions about the proper course of action in any given
situation, consult your employer. No one will be allowed to justify a violation
of these Work Rules by claiming lack of understanding, confusion, or ignorance
concerning any provision or application of these Work Rules.
No one is ever authorized to direct a contract or temporary worker to commit an
illegal or unethical act, or violate these Work Rules. Nor may anyone justify an
illegal or unethical act by claiming it was ordered by someone working for the
customer in higher management.
COMPLYING WITH THE LAW
LEGAL REQUIREMENTS
Many laws, rules and regulations govern AT&T and its subsidiaries. In addition,
AT&T and its subsidiaries may be subject from time to time to a wide variety of
court and/or regulatory commission orders. As a contract or temporary worker,
you are responsible for understanding and applying all applicable legal
obligations on your job. Ignorance is no excuse for violating the law.
Contract or temporary workers who are responsible for submitting statements,
affidavits, data or documents in connection with legal or regulatory proceedings
must ensure that all such submissions are accurate and complete in every
respect.
If you have questions about how any legal obligation affects your work, ask your
Site Manager, or employer.
MAINTAINING OUR INTEGRITY
CONFLICT OF INTEREST
Contract or temporary workers must not use their jobs for improper personal gain
or benefit, or create the impression that they are subject to such influence
when making business decisions.
Do not accept any cash, gifts, loans, or hospitality from any supplier or other
person which could influence -- or appear to influence -- your actions.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
1
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
ACCEPTING GRATUITIES
Meals, refreshments or other forms of hospitality provided in the normal course
of business are acceptable if they do not influence actions or create the
appearance of doing so. Even under these circumstances, however, instances of
hospitality should be reported to your Site Manager.
If you receive, or are offered, a gratuity that violates these guidelines,
report it to your Site Manager or employer, and then return the gratuity to the
donor, or where appropriate, give it to a worthy charitable organization.
If you have questions, talk to your Site Manager or employer.
SUSPECTED FRAUDULENT OR ILLEGAL CONDUCT
Any suspected fraudulent conduct must be identified and investigated promptly.
Fraudulent or illegal conduct committed on or off the job will be referred to
the worker's employer for possible disciplinary action, and the worker may be
deemed no longer acceptable for assignment to perform work for AT&T companies.
Fraudulent or illegal conduct includes, but is not limited to, any oral or
written misrepresentation of facts, misappropriation of funds, theft, improper
reporting of time or expenses, or any other dishonest acts, done on or off the
job, and whether done while working at an AT&T company or elsewhere, or prior to
contract or temporary work with AT&T.
Any contract or temporary worker charged with any crime, for conduct done on or
off the job, must report the criminal charge to his employer immediately upon
returning to work. Failure to report any criminal charge for conduct done on or
off the job to the contract or temporary worker's employer, will be referred to
the worker's employer for possible disciplinary action, and the worker may be
deemed no longer acceptable for assignment to perform work at AT&T companies.
If a contract or temporary worker is charged with a crime is awaiting trial for
suspected criminal conduct done on or off the job, the matter will be referred
to the worker's employer for possible disciplinary action, and the worker may be
deemed no longer acceptable for assignment to perform work at AT&T companies.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
2
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
SALES INTEGRITY
CUSTOMER CARE
Treat customers with courtesy and respect.
Contract or temporary workers who have contacts with customers--especially
personnel such as installers, technicians, and customer service personnel who
deal with customers every day--must:
- provide all customers, including customers of competitors and
competitors themselves, the same high level of fair, courteous,
professional, efficient and respectful treatment and service
- in scheduling and performing work operations, refrain from engaging in
inappropriate conduct
- never disparage competitors (e.g., by stating, implying, or otherwise
suggesting that they lack experience, integrity, or financial
stability) in any communications with customers, suppliers, or third
parties.
If you are performing the function of an installer, technician or service
representative having contact with an end user customer in the course of
providing services for a competitor/wholesale customer, remember that our
customer is the end user's service provider, not the end user. We must not only
provide the end user the best service that we possibly can but we must not do
anything that is inconsistent with serving our own wholesale customer.
Please refer questions to your Site Manager.
SLAMMING AND CRAMMING
Slamming occurs when someone changes a customer's local or long-distance service
provider without the customer's permission. Cramming occurs when someone adds or
charges for products or services a customer did not order.
Slamming and cramming are strictly forbidden. Contract or temporary workers must
obtain clear, explicit consent from customers before making any additions or
changes to their service or accounts.
Contract or temporary workers must report any information concerning slamming
and cramming to their Site Manager or employer.
ACCURATE RECORDS
Contract or temporary workers who gather or generate sales data are responsible
for ensuring that it is accurate and up-to-date.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
3
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
Generating inaccurate data can lead to fines and imprisonment. If you suspect
that data is being recorded in an inaccurate or untimely way, immediately notify
your Site Manager.
PRIVACY
PRIVACY OF COMMUNICATIONS
Information provided to AT&T by customers and other companies must be kept
private, and can only be used for legitimate business purposes.
Privacy of customer communications is required by law, expected by the public,
and a vital aspect of everything AT&T does.
Violating any of the following rules concerning privacy will not be tolerated,
and will result in the termination of contract, and possible criminal action. No
transmission, whether by voice, data or any other means, is to be tampered with
or intruded upon without a legitimate business purpose.
- No conversation, data transmission, or other communication should be
listened to or monitored, or its existence or contents divulged,
except as required by law or in the proper management of the business.
- No one should use, personally or for the benefit of others,
information from any such communication.
- Information stored in company records, company computers, or company
databases is not to be disclosed to unauthorized persons, regardless
of whether they are inside or outside of the company.
If anyone, including a law enforcement agency or representative of any other
government body, asks for information concerning confidential information or
private communications, your Site Manager should be notified immediately.
PRIVACY OF CUSTOMER RECORDS
The Telecommunications Act of 1996 includes specific provisions covering the
privacy of customer information. FCC rules define how AT&T may use such
information, including both carrier information and customer proprietary network
information.
Carrier information is proprietary information received from another carrier for
the purpose of providing telecommunications services. This information may be
used only for that purpose and may not be used by AT&T or any of its
subsidiaries for their own marketing efforts.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
4
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
Customer proprietary network information ("CPNI") includes information such as
the customer's billing name and address, number and type of access lines,
technical characteristics or class of service, and records of usage or calling
patterns. The customer is entitled to control the use of this information and
may authorize or refuse to authorize its disclosure or use for purposes other
than providing the services requested by that customer. Contractors or temporary
workers including, but not limited to contractors or temporary workers who have
access to CPNI in the daily course of their activities, must carefully follow
all laws, rules, and company practices relating to the use of CPNI both during
and after assignment at AT&T.
Access to classified national security information is further restricted to
those with proper government security clearance and a "need to know."
Unauthorized disclosure of private customer information, proprietary network
information, or national security information violates the law.
Keeping customer records secure and private means:
- No contract or temporary worker will access, use or disclose customer
records or reports, customer proprietary information or any other
proprietary information without a valid business reason.
- Contract or temporary workers shall not gain access to their own
records or those of family and friends without a valid business reason
and prior approval from their Site Manager.
- No contract or temporary worker shall disclose any information about
customer communications, transmissions, or information processing
arrangements unless required to do so by law or for the safety or
protection of our customers, employees or property. Refer all requests
for such information to the Site Manager. Any questions concerning the
privacy of customers records should be discussed with the Site
Manager.
Questions about AT&T safeguards for protecting proprietary and classified
national security information should be discussed with Site Manager.
PRIVACY OF EMPLOYEE RECORDS
Privacy of employment records is important. That's why AT&T maintains only those
employee records required for business reasons, and limits access to people who
need the information for legitimate business purposes.
Contract or temporary workers who have access to company records containing
personal employment, identification, medical and psychological information about
company employees and co-workers must ensure that these personnel records and
the information contained therein are not misused or improperly disclosed.
Contract or temporary
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
5
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
workers should take all necessary and reasonable precautions to avoid any
inadvertent or accidental disclosure of any AT&T employee records or data.
PRIVACY AND THE WORKPLACE
Subject to state and federal law, AT&T reserves the right to search, without
notice, contract or temporary worker's desks, computer files, company mail,
voice mail, e-mail, lockers, company equipment, and all vehicles located on
company premises. Any contract or temporary worker who uses or has access to
company premises or equipment has no right to privacy in this regard.
When your assignment ends, all documents and records containing Company or
customer proprietary or classified national security information must be
returned to your Site Manager. Even after the contract ends, you have a
continuing obligation not to divulge such information.
COMPANY PROPERTY
FINANCIAL REPORTING
Contract or temporary workers are responsible for reliable financial reporting
if exposed to such information as part of their assignment.
Misrepresentation of financial information may result in fraudulent financial
reporting. Contract or temporary workers must not undermine the integrity of
financial information for any reason. As is the case with all of the
requirements of these Rules, violation of this provision will be referred to the
worker's employer for possible disciplinary action, and the worker may be deemed
no longer acceptable for assignment to perform work at AT&T companies.
Federal law requires that a company's records accurately reflect transactions,
and that a company's internal accounting controls provide reasonable assurances
that:
- Transactions are carried out in an authorized manner.
- Transactions are reported and recorded in a way that permits correct
preparation of financial statements and accurate records of assets.
- Access to assets is in accordance with management authorization.
- Comparisons between existing assets and records are made periodically,
as appropriate, with action taken to correct discrepancies.
Violations of this law will be referred to the worker's employer for possible
disciplinary action, and the worker may be deemed no longer acceptable for
assignment to perform work for AT&T companies.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
6
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
Allegations or suspicions of fraudulent financial reporting, or any questions
regarding this law or AT&T's internal accounting controls, should be referred
immediately to your Site Manager.
COMPANY FUNDS
All contract or temporary workers must be familiar with policies and guidelines
applicable to handling company funds. Contract or temporary workers who handle
company funds, or maintain accounting records, are also responsible for their
safekeeping. Company funds refers to, and includes, all negotiable assets,
including cash, checks, corporate credit cards, gas cards, calling cards, coins
removed from pay telephones, money orders, and phone records. Company funds can
only be used for company business.
AT&T Managers must personally review expense reports submitted by contract or
temporary workers to determine if they are proper.
Misuse or falsifying expenses will be referred to the worker's employer for
possible disciplinary action, and the worker may be deemed no longer acceptable
for assignment to perform work at AT&T companies.
USE OF COMPANY PROPERTY
Protection of company property and services is vital.
This is especially crucial today, when so much business is conducted away from
the office via portable devices such as wireless phones, personal digital
assistants, pagers, and laptop computers. Contract or temporary workers are
responsible, both on and off the job, for the physical safety of these devices
and the security of the information they contain.
Furnishing unauthorized services is prohibited. Contract or temporary workers
should promptly report any unauthorized connection or any other service
impropriety to their Site Manager.
Unauthorized use of company property or company systems by contract or temporary
workers is prohibited. Unless authorized, company property should not be sold,
loaned, given away or otherwise disposed of, regardless of condition or value.
Section 272 of the Telecommunications Act and applicable conditions of the
AT&T/Ameritech merger place various restrictions on AT&T affiliated companies
concerning the use of certain property, documents, and information belonging to
the Xxxx Operating Companies (BOCs) and Incumbent Local Exchange Carrier
Affiliates (ILECs). Any questions you may have regarding these restrictions
should be referred to your Site Manager. Telecommunications service should be
used in accordance with AT&T
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
7
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
policies. Unauthorized phone calls or communications should not be made from
Company phones or equipment, or charged to, AT&T.
Misuse of any company property will be referred to the worker's employer for
possible disciplinary action, and the worker may be deemed no longer acceptable
for assignment to perform work at AT&T companies.
COMPANY RECORDS
AT&T records must be accurate and reliable, no matter what form those records
take.
All reports, e-mails, vouchers, bills, and records must be prepared carefully
and honestly. Documentation includes any manually or electronically created
records, including those created in any computer program, or any data storage
systems.
Misrepresentation of any company record can result in disciplinary action.
Records containing customer and employee personal data are confidential and must
be kept current and accurate. They should be accessed only for valid business
reasons and disclosed only to authorized AT&T personnel with a need to know.
Disclosure of employee personnel records is specifically addressed by written
company policies. If you have any questions about disclosure, consult with the
Site Manager.
All contract or temporary workers must comply with the record retention
guidelines applicable to their business units. This includes normal retention
under standard company schedules, and extended retention to preserve documents
for lawsuits, regulatory proceedings, government investigations, audits, and
other legal matters.
Contract or temporary workers directed to produce documents in response to a
civil or criminal action, subpoena, discovery proceedings in a civil lawsuit, or
requests from regulatory commissions or other government agencies must conduct a
diligent search for such documents -- including e-mail messages and other
electronic documents -- and produce them as directed by the Legal Department or
Asset Protection. A diligent search requires contract or temporary workers to
search for relevant documents regardless of form, and regardless of where such
documents may be located.
Questions about record retention, document preservation and document production
should be referred to your Site Manager.
COMPUTER SYSTEMS
AT&T's security systems protect its computer operations. While on assignment at
AT&T, each contract or temporary worker is responsible for the safety and
integrity of those systems, and no program or code should be used to circumvent
them. Portable storage devices such as laptop computers, personal digital
assistants, wireless phones and data they contain must be secure. Contract or
temporary workers are also responsible for securing passwords, IDs and equipment
that generates electronic passwords and security codes.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
8
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
Documentation about AT&T's software licenses must be accurate and verifiable.
AT&T prohibits unauthorized copying, borrowing, publication or use of
copyrighted software.
Access to the Internet and the corporate e-mail is primarily for business use.
Abuse or misuse of these resources is inappropriate, and will be referred to the
worker's employer for possible disciplinary action, and the worker may be deemed
no longer acceptable for assignment to perform work at AT&T companies.
AT&T's "zero tolerance" policy prohibits any access via company equipment,
networks or resources to pornographic or sexually explicit material, hate sites
or web-sites that could be considered strongly offensive and/or inappropriate in
the workplace. Viewing, storing, accessing, sending or receiving such material
is strictly prohibited, Sending large e-mail messages, files, or attachments,
such as greeting cards, games, video clips, scanned images or sending numerous
copies of similar files for non-business purposes may disrupt critical systems
and is not permitted.
Any contract or temporary worker who uses AT&T computer systems expressly
consents to having any e-mail communications, electronic files, or other uses or
applications of the computer system monitored. NO CONTRACT OR TEMPORARY WORKER
SHOULD EXPECT PRIVACY FOR ANY USE OF ANY COMPANY OR AT&T COMPUTER SYSTEM OR
NETWORK. Violations or suspected violations of computer security measures,
controls or software licensing agreements should be reported immediately to your
Site Manager.
COMPANY PROPRIETARY INFORMATION
Contract or temporary workers are never allowed to use or disclose AT&T
propriety information without authorization and without a valid business reason.
AT&T proprietary information includes, but is not limited to, trade secrets,
confidential customer information and data, customer lists, security procedures,
marketing plans and strategies, new business ventures, product development
information, facility locations, circuit layout data, emergency rerouting and
service restoration procedures and classified national security information.
Any attempt by an unauthorized person to obtain sensitive information, or gain
access to secured company locations, should be reported immediately to the Site
Manager.
In the course of doing business, contract or temporary workers may develop and
gather information that is proprietary or intended solely for internal use.
Unauthorized disclosure of this information could give individuals and other
businesses an unfair competitive advantage, and compromise our privacy policies.
Such information should never be placed on the Intranet unless access is
restricted by password to employees or contractors who need to use it for
business reasons.
Contract or temporary workers may also obtain proprietary or classified
information about an outside organization. If you receive such information under
the terms of a contract, you may be obligated to keep it confidential under a
nondisclosure requirement.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
9
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
If you receive such information accidentally, notify your Site Manager. Contract
or temporary workers must not ask for or accept competitive or restricted
information from a government agency without first obtaining either written
assurance from a federal government employee that AT&T is allowed to receive the
information, or oral authorization followed by written confirmation.
The Telecommunications Act and AT&T/Ameritech merger conditions prohibit AT&T
companies and contract or temporary worker from sharing non-public information
with certain separate affiliates. Questions concerning the restrictions should
be directed to your Site Manager. Access to proprietary information should be
limited to those with a need to know.
If you have any questions about nondisclosure provisions or your obligations as
a contract or temporary worker, contact your Site Manager.
ENSURING A SAFE AND EQUITABLE WORKPLACE
EQUAL EMPLOYMENT OPPORTUNITY
Equal opportunity is the responsibility of all contract or temporary workers.
AT&T prohibits discrimination or harassment based on race, color, religion,
national origin, sex, age, sexual orientation, marital status, citizenship
status, veteran status or disability. People providing services to AT&T under
contract, including independent contractors, are also protected from unlawful
harassment and discrimination for any of the above reasons.
A diverse workforce is a strategic resource, contributes to AT&T's competitive
edge and helps achieve our business goals.
If you or others are being discriminated against or harassed, report the
incident to your Site Manager or your employer. Contract or temporary workers
are protected from retaliation for reporting a violation, participating in an
investigation, or opposing unlawful discrimination or unlawful harassment.
SEXUAL HARASSMENT
Sexual harassment includes, but is not limited to, making unwelcome advances,
sexual flirtations or propositions, continual or repeated verbal abuse of a
sexual nature, graphic verbal commentaries about an individual's body, sexually
degrading words used to describe an individual, humor and jokes about sex or
gender specific traits, sexual innuendo, display in the workplace of sexually
suggestive objects or pictures, and transmission of sexual messages via voice
mail, regular mail, e-mail or the Internet or Intranet.
No contract or temporary worker shall state or imply that rejection of sexual
advances will adversely affect another person's conditions of employment or
career development.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
10
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
Sexual harassment, in any form will be referred to the worker's employer for
possible disciplinary action, and the worker may be deemed no longer acceptable
for assignment to perform work at AT&T companies.
All contract or temporary workers are responsible for making sure that the
workplace is free from sexual harassment. If you experience or suspect any
sexual harassment, contact your Site Manager, or employer.
AT&T prohibits retaliation against any contract or temporary worker who reports
or seeks to stop sexual harassment, or who participates in an investigation.
SUBSTANCE ABUSE
AT&T is committed to maintaining a healthy and safe work environment.
Drug and alcohol abuse threatens AT&T's safety goals and the existence of a
productive and efficient workplace. Contract or temporary workers may not drink
alcoholic beverages while on any company premises or engaged in any corporate
activity except when permitted at a company-sanctioned event.
AT&T also strictly prohibits the illegal use, possession, sale, attempted sale,
conveyance, distribution, or manufacture of illegal drugs or controlled
substances while engaged in any company activity, on company premises, or in
company vehicles.
Contract or temporary workers are forbidden from reporting to work, driving on
company business or driving a corporate vehicle while under the influence of
alcohol or any illegal drug.
For the safety of others and themselves, contract or temporary workers should
not operate any machinery, motor vehicles, or engage in any physically demanding
activity while under the influence of any type of medication that could impair a
person's physical motor skills or judgment.
To report concerns, notify your employer.
ENVIRONMENTAL COMPLIANCE
AT&T is committed to preserving and protecting the environment. Contract or
temporary workers must comply with all applicable federal, state and local laws
and company policies concerning environmental safeguards.
If you have any questions, contact your Site Manager.
WORKPLACE SAFETY
Contract or temporary workers must comply with all safety laws and regulations,
and immediately report all accidents or unsafe conditions.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
11
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
Contract or temporary workers must take appropriate safety measures and follow
all safety rules and procedures when performing their jobs. Contract or
temporary workers who believe unsafe conditions exist should report the
condition to their Site Manager immediately.
Questions concerning safety matters should be referred to your employer.
THREATS AND VIOLENCE IN THE WORKPLACE
Violence, weapons, and threats of physical harm in the workplace are strictly
forbidden.
AT&T is committed to the safety of its workers. Physical violence, intimidation,
or any threat of violence by any contract or temporary worker against any
co-worker, Site Manager, or customer will not be tolerated. Any incidents will
be investigated and contract or temporary workers engaging in this conduct will
be referred to the worker's employer for possible disciplinary action, and the
worker may be deemed no longer acceptable for assignment to perform work at AT&T
companies.
Possession of any weapons or firearms is strictly prohibited on company
premises, in company vehicles or on the contract or temporary worker's person
while engaged in company business outside of company premises. Contract or
temporary workers are never permitted to bring any weapons or firearms in their
personal vehicles onto Company premises.
Any contract or temporary worker who sees or learns of prohibited conduct or has
concerns about safety should report these concerns to a Site Manager or your
employer.
ADDITIONAL LEGAL REQUIREMENTS
XXXXXXX XXXXXXX
It is illegal to buy or sell the stock of any company -- including AT&T or any
of its subsidiaries or its affiliates -- based on information not yet disclosed
to the public.
If contract or temporary workers have access to proprietary or non-public
information, this type of information is known as "insider information". If
disclosed improperly, insider information could affect the market value of AT&T
or other companies. It's illegal to use or improperly disclose insider
information for personal gain or any unauthorized purpose.
Examples of insider information include:
- Dividend or earnings information prior to authorized public
announcements
- Plans to issue or buy back stock or securities
- Plans for acquisitions, sales or dispositions, or new ventures
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
12
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
- Proposals for significant equipment deployment, modernization programs
or management changes
- Information about other companies, including pending or possible
acquisitions and negotiation of joint ventures or contracts.
Contract or temporary workers should not consider any insider information public
until it is published in a newspaper or other form of mass media. This law
applies even if employees receive no tangible benefit from the disclosure.
Contract or temporary workers should not communicate insider information with
co-workers or anyone outside the business, unless the recipient has a
business-based need to know.
Contract or temporary workers with questions about insider information should
consult their Site Manager.
EXPORT AND IMPORT CONTROLS
Many laws govern the export of commodities and technical information --
including hardware, software, and data -- no matter how shipped or transmitted,
including by fax and e-mail.
Many laws also govern the import of commodities into the U.S., including how
articles are identified and the duty paid on them.
Questions regarding compliance should be directed to your Site Manager.
MANDATORY STATE COVERAGE
Some states in which AT&T operates have their own legal and regulatory coverage
requirements. If you have questions about state coverage issues, please contact
your Site Manager,
ADMINISTERING THE WORK RULES
This document summarizes basic principles, and does not include all the rules
and regulations that apply to every situation. Its contents should be viewed
within the framework of AT&T policies, practices, or instructions.
Each contract or temporary worker is expected to abide by the standards in the
Contractor Work Rules and by all company policies and guidelines. When you are
faced with a situation that is unclear and you are unsure of which ethical
decision to make, you should:
- Analyze the situation.
- Consider the information; and if necessary, consult with others.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
13
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
- Take appropriate action. Any contract or temporary workers dismissed
for violating these Work Rules will not be considered for future work
engagement with any AT&T affiliate. At the commencement of each
assignment, contract or temporary workers are required to acknowledge
to their agency/employer that they have read, reviewed, and understand
the Contractor Work Rules. A contract or temporary workers refusal to
acknowledge this review does not exempt that contract or temporary
worker from knowing, understanding, and complying with the standards
and policies contained in the Contractor Work Rules, and all other
company policies and guidelines. Contract or Temporary worker agencies
are responsible for providing a record of their contract or temporary
worker's acknowledgments of having read, reviewed, and understanding
the Contractor Work Rules.
[November 2006]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
14
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
272 COMPLIANCE
Amdocs, Inc. ("Amdocs") and AT&T Services, Inc. ("AT&T") are parties Services
under this Agreement for the benefit of AT&T's Section 272-Restricted Separate
Affiliates.
Pursuant to Section 15.10 (Compliance with Laws) of the Agreement, each Party
must comply with Law, including the Federal Telecommunications Act of 1996 (the
"Act").
Section 272 of the Act conditions a Xxxx Operating Company's ("BOC's") provision
of certain in-region interLATA telecommunications services, among other things,
on a Federal Communications Commission ("FCC") finding that such BOC complies
with the safeguards and requirements of Section 272 of the Act. The FCC adopted
certain rules interpreting and implementing the requirements of Section 272.
AT&T and its affiliates have compliance obligations under Section 272 and such
FCC rules.
In connection with such compliance obligations and FCC rules, Amdocs shall:
(i) furnish Amdocs Personnel providing support for, or Services to, AT&T's
Section 272-Restricted Separate Affiliates with a copy of "The Separate
Affiliate Safeguards, Section 272 Compliance Obligations Applicable to InterLATA
Telecommunications Services and Manufacturing Under the Federal
Telecommunications Act of 1996"(1) (the "Section 272 Compliance Guide", attached
hereto in Schedule E.3, AT&T Rules),
(ii) require that each Amdocs Personnel (a) read and review the Section 272
Compliance Guide, and (b) provide written acknowledgment thereof to Amdocs (no
later than October 31 of each year of the Term), and
(iii) furnish to AT&T no later than November 30 of each year of the Term a
written acknowledgment in the form attached hereto as in Schedule E.3, AT&T
Rules (the "Supplier's Acknowledgment Form"). SECTION 272 COMPLIANCE GUIDE FOR
TEMPORARY WORKERS AND INDEPENDENT CONTRACTORS
----------
(1) More commonly referred to as the "Section 272 Compliance Guide for
Temporary Workers and Independent Contractors." With respect to Section
272, the guide provides (i) a glossary of key terms, (ii) describes the
activities generally subject to the Section 272 affiliate safeguards, (iii)
details the principal structural and transactional requirements, (iv)
explains the nondiscrimination and accounting requirements, and (v) reviews
certain joint marketing requirements.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
15
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
AT&T INC.
THE SEPARATE AFFILIATE SAFEGUARDS
SECTION 272 COMPLIANCE OBLIGATIONS
APPLICABLE TO INTERLATA TELECOMMUNICATIONS
SERVICES AND MANUFACTURING UNDER THE
FEDERAL TELECOMMUNICATIONS ACT OF 1996
January 2007
Section 272 Compliance Guide
for
Temporary Workers and Independent Contractors
The fact that you are reviewing Section 272 Compliance
Information should not be construed as employee training. The
contract between AT&T Inc. and your employer requires you to
comply with all laws and regulations. Even though you are not an
employee of AT&T Inc. your review today is required because your
job function involves providing support for, or services to, AT&T
Inc.'s Section 272-Restricted affiliates.
In the course of performing your job functions related to AT&T Inc.'s
Section 272-Restricted affiliates your actions could have serious
consequences for SBC. Section 272 compliance information will educate
you about your responsibility to comply with Section 272 of the
Federal Telecommunications Act of 1996 requirements and FCC rules and
regulations. Section 272 governs the relationship between the AT&T
BOCs/ILECs, the Advanced Services affiliates (ASI/AADS), and AT&T's
long distance affiliates.
I. INTRODUCTION
In February 1996, the Federal Telecommunications Act of 1996 (the Act) became
law. While the Act permitted each Xxxx Operating Company (BOC) (see Glossary of
Key Terms for specific company names), or any affiliate of a BOC, to immediately
provide interLATA telecommunications services that originate outside its
in-region states, the Act conditioned a BOC's provision of in-region interLATA
telecommunications services (other than those services previously authorized or
considered incidental interLATA services under the Act) upon approval from the
Federal Communications Commission (FCC) to provide such services and meet
certain conditions under Section 271 of the Act. Under Section 271, the FCC is
required to find, among other things, that the BOC will comply with the
safeguards and requirements stated in Section 272 of the Act.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
16
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
Since the Act was passed, the FCC adopted certain rules interpreting and
implementing the requirements of Section 272. The purpose of this employee guide
is to provide an overview of compliance obligations under Section 272 and the
FCC rules for AT&T Inc. and its affiliates. The guide addresses the BOC's
obligations relative to AT&T's long distance affiliates (SBCLD, BSLD, SAI, and
AT&T Corp. and certain of its subsidiaries)(2) and AT&T's advanced services
affiliates, ASI and AADS.(3) For purposes of this guide, SBCLD, BSLD, SAI, AT&T
Corp. and certain of its subsidiaries and ASI/AADS are collectively referred to
as the Section 272-Restricted Separate Affiliates. Questions about other
portions of the Act should be directed to your supervisor or Legal Department.
This employee guide provides a Glossary of Key Terms (Section II), describes the
activities generally subject to the affiliate safeguards (Section III), details
the principal Section 272 structural and transactional requirements (Section
IV), explains the nondiscrimination requirements (Section V) and accounting
requirements (Section VI), and reviews certain Joint Marketing requirements
(Section VII). The guide closes with a brief discussion to assist employees in
obtaining answers to questions (Section VIII).
AT&T Inc. and its subsidiaries are committed to compliance with both the letter
and the spirit of the Act, including Section 272. Each employee is responsible
for knowing and understanding these requirements and acting in accordance with
them when performing their job.
II. GLOSSARY OF KEY TERMS
Specific activities of the BOCs/ILECs and their affiliates are subject to
separate affiliate safeguards and requirements of Section 272 of the Act and the
FCC's rules. The following definitions will assist you in understanding when
these safeguards and requirements apply.
ADVANCED SERVICES - wireline telecommunications services such as Frame and Cell
Relay, ATM, and DSL that rely on packetized technology and support
bi-directional speeds in excess of 56 kilobits per second. Within the former
BellSouth Corporation,the services are offered from the BOCs (BellSouth
Telecommunications, Inc.)
ADVANCED SOLUTIONS, INC. (ASI) / AMERITECH ADVANCED DATA SERVICES (AADS) -
affiliates, structurally separate from the former SBC BOCs and ILECs, that may
provide interstate or intrastate advanced services. (Also known as Section
272-like Affiliates.)
AT&T CORP. (AND ALL PRE-MERGER AFFILIATES) - the legal entity consisting of AT&T
Corp. and
----------
(2). For a complete list of the AT&T Corp. 272 affiliates, see end of 272
Compliance following SectionVIII.
(3). The FCC, in its December 2002 ASI Forbearance Order, continued the 272-like
obligations originally imposed under the SBC/Ameritech merger conditions on
SBC's Advanced Services affiliates (SBC Advanced Solutions, Inc. (ASI), and
Ameritech Advanced Data Services (AADS)).
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
17
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
its pre-merger subsidiaries that are structurally separate from the former SBC
BOCs and ILECs and provide interLATA telecommunications services on both an
in-region and out-of-region basis. For 272 compliance purposes, AT&T Corp. and
all pre-merger affiliates will be considered Section 272 Separate Affiliates.
BELLSOUTH LONG DISTANCE, INC. - an affiliate, structurally separate from AT&T's
BOCs and ILECs, provides interLATA telecommunications services on an in-region
and out-of-region basis. (Also known as Section 272 Restricted Separate
Affiliate.)
BOC - Xxxx Operating Company, which includes Illinois Xxxx Telephone Company,
Xxxxxxx Xxxx Telephone Company, Inc., Michigan Xxxx Telephone Company, Nevada
Xxxx Telephone Company, Pacific Xxxx Telephone Company, Southwestern Xxxx
Telephone Company, The Ohio Xxxx Telephone Company, Wisconsin Xxxx, Inc. and
BellSouth Telecommunications, Inc. and any successor or assign of these
companies that provide wireline telephone exchange service.
ILEC - Incumbent Local Exchange Carrier, which includes Southern New England
Telephone Company and The Woodbury Telephone Company, and the BOCs listed above.
(The Woodbury Telephone Company is exempt from all requirements of this
document.)
INTERLATA TELECOMMUNICATIONS SERVICE - the offering of telecommunications for a
fee directly to the public, between a point located in a local access and
transport area (LATA) and a point located outside that LATA.
IN-REGION INTERLATA TELECOMMUNICATIONS SERVICE OF A BOC - interLATA
telecommunication service of a BOC that originates in a state where a BOC is the
incumbent provider of local exchange and exchange access services (i.e.,
in-region). AT&T's in-region states are Alabama, Arkansas, California, Florida,
Georgia, Illinios, Indiana, Kansas, Kentucky, Louisiana, Michigan, Mississippi,
Missouri, Nevada, North Carolina, Ohio, Oklahoma, South Caronlina, Tennessee,
and Wisconsin. (Connecticut is deemed to be an out-of-region state for purposes
of interLATA telecommunications services but in-region for purposes of advanced
services.)
INFORMATION SERVICE - generally speaking, the offering of a capability for
generating, acquiring, storing, transforming, processing, retrieving, utilizing
or making available information via telecommunications. The term encompasses
each service that the FCC previously considers to be an "enhanced service."
INTERLATA INFORMATION SERVICE - any information service which incorporates as a
necessary, bundled element an interLATA telecommunications transmission
component, provided to the customer for a single charge.
INTERLATA INFORMATION SERVICE OF A BOC - an interLATA information service in
which a BOC provides the interLATA telecommunications transmission component
either over its own facilities or by reselling the interLATA telecommunications
services of an interexchange carrier.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
18
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
MANUFACTURING - the design, development, and fabrication of telecommunications
equipment and customer premises equipment (CPE), including the development of
firmware or software integral to the functioning of telecommunications equipment
or CPE. This does not include design and development of applications software,
or provision of generic requirements and functional specifications to
manufacturers. It also does not include research related to manufacturing, close
collaboration with manufacturers during the design and development phase, and
entering into royalty agreements with manufacturers.
SECTION 272 OVERSIGHT TEAM - the internal interdepartmental team established to
provide advice, counsel and direction for the BOCs and Section 272 affiliates in
interpreting and implementing Section 272 of the Federal Telecommunications Act.
This team provides employee training and reviews proposed product/service
offerings, reorganizations, management changes and other activities impacting
the BOCs/ILECs and the Section 272-Restricted Separate Affiliates.
SECTION 272-RESTRICTED SEPARATE AFFILIATES - refers collectively to SBCLD, BSLD,
SAI, AT&T Corp. and certain of its subsidiaries, and ASI/AADS. These entities,
along with the BOCs (and to a certain extent, the ILECs), are subject to Section
272 requirements as described herein.
SBC LONG DISTANCE, LLC. (SBCLD) - an affiliate, structurally separate from
AT&T's BOCs and ILECs, that provides interLATA telecommunications services on an
in-region and out-of-region basis and local exchange services on an
out-or-region basis. (Also known as a Section 272 Restricted Separate
Affiliate).
SNET AMERICA, INC. (SAI) - an affiliate, structurally separate from AT&T 's BOCs
and ILECs, that provides interLATA telecommunications services on an in-region
and out-of- region basis. (Also known as a Section 272 Restricted Separate
Affiliate.)
III. ACTIVITIES SUBJECT TO THE SEPARATE AFFILIATE SAFEGUARDS
With certain exceptions, a BOC may engage in the following activities only
through one or more affiliates that are "separate" (as defined by Section 272)
from the BOC:
- provision of in-region interLATA telecommunications services,
- provision of a service that permits a customer to store information in
or retrieve information from BOC-owned (or BOC affiliate-owned)
information storage facilities located in a LATA different than where
the customer is located,
- manufacturing of telecommunications equipment and CPE, and
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
19
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
- provision of in-region intraLATA advanced services (except for the
BellSouth BOC).
The exceptions in which a BOC may provide an interLATA service, or engage in
manufacturing-related activities, without a separate affiliate requirement are:
- provision of interLATA information services (both in-region and
out-of-region);
- provision of interLATA telecommunications services (but not interLATA
information services) previously authorized by the Modified Final
Judgment (MFJ);
- research related to manufacturing, close collaboration with
manufacturers during the design and development phase, and entering
into royalty agreements with manufacturers;
- "incidental" interLATA services, including:
- audio/video programming,
- two-way interactive video or Internet services over
dedicated facilities to elementary and secondary schools,
- commercial mobile services,
- alarm monitoring services,
- information storage and retrieval services across LATA
boundaries from company-owned database and information
storage facilities,
- provision of signaling information related to telephone
exchange/exchange access services provided by a local
exchange carrier, and
- provision and receipt of interexchange carrier network
control signaling information.
IV. STRUCTURAL AND TRANSACTIONAL REQUIREMENTS
The Section 272-Restricted Separate Affiliates must be structurally and
transactionally separate from any BOC with which they are affiliated. There are
several aspects to this separation requirement:
First, the Section 272-Restricted Separate Affiliates must "operate
independently" from a BOC/ILEC affiliate. The intent of this requirement is to
prevent a BOC/ILEC from integrating its local exchange and exchange access
operations with its Section 272-Restricted Separate Affiliates' activities to
such an extent that the affiliate could not reasonably be found to be operating
independently and to be self-governing.. Pursuant to this requirement, a
BOC/ILEC and its Section 272-Restricted Separate Affiliate may not jointly own
any transmission and switching facilities, nor the land or buildings where such
facilities are located. Activities permitted under the "operate independently"
requirement include:
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
20
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AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
- A BOC/ILEC may perform operations, installation and maintenance (OI&M)
functions, including network planning and engineering, associated with
the facilities that the Section 272-Restricted Separate Affiliates
owns or leases if done so on a non-discriminatory basis (that is,
under the same price, terms and conditions) and subject to the FCC's
affiliate accounting rules.(4) Before an OI&M service is provided to
an affiliate, (1) the service request must be channeled through the
Industry Markets Account Team, and (2) necessary revisions to the BOCs
Cost Allocation Manual (CAM) must be made.
- Likewise, the Section 272-Restricted Separate Affiliates may
perform OI&M functions for a BOC subject to the BOC meeting
a non-discriminatory procurement obligation. (See Section V
for more information.)
- The Section 272-Restricted Separate Affiliates may negotiate with the
BOC/ILEC on an arm's length basis (subject to a nondiscrimination
obligation imposed on the BOC) to obtain telecommunications services
or transmission and switching facilities (e.g., unbundled elements)
from the BOC.
- A BOC may provide to, or obtain from, the Section 272-Restricted
Separate Affiliates goods, services, facilities and information if
done so on a non-discriminatory basis. (See Section V for more
information.)
Second, the Section 272-Restricted Separate Affiliates must maintain books,
records, and accounts that are separate from the books, records, and accounts of
the BOC/ILEC.
Third, the Section 272-Restricted Separate Affiliates must have officers,
directors, and employees that are separate from the officers, directors, and
employees of the BOC/ILEC. This means that the same person may not
simultaneously serve as an officer, director or employee, in any combination, of
both a BOC/ILEC and its Section 272-Restricted Separate Affiliates.
Fourth, the Section 272-Restricted Separate Affiliates may not obtain credit
under any arrangement that would permit a creditor, upon default by the Section
272-Restricted Separate Affiliate, to have recourse to the assets of the
BOC/ILEC. No BOC/ILEC, parent of a BOC/ILEC, or any other affiliate of a
BOC/ILEC may co-sign a contract or any other instrument with the Section
272-Restricted Separate Affiliates that would grant a creditor recourse to the
BOC/ILEC's assets in the event of default by the Section 272-Restricted Separate
Affiliates.
Fifth, transactions between the Section 272-Restricted Separate Affiliates and a
BOC/ILEC must be conducted on an arm's length basis, priced according to
affiliate transaction pricing rules,
----------
(4) Prior to March 31, 2004, SBC's BOCs/ILECs were prohibited from providing
operation, installation and maintenance (OI&M) functions for SBC LD. This
prohibition was lifted pursuant to the FCC OI&M Relief Order that
eliminated rules prohibiting the sharing of OI&M functions (including
network planning and engineering) between the BOCs/ILECs and SBC LD.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
21
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
reduced to writing, and made available for public inspection. Among other
things, this means that a BOC/ILEC must not conduct business with its Section
272-Restricted Separate Affiliates without a written contract or tariff, and no
service may be provided until the written contract is executed and signed by
both parties. In addition, requests for any type of service to be provided by a
BOC/ILEC to a 272 affiliate must be coordinated through the appropriate BOC
Industry Markets account team as well as reviewed by the Section 272 Oversight
Team. Finally, within 10 days of a transaction, the Section 272-Restricted
Separate Affiliates must provide, on AT&T's external Internet home page, a
detailed description of the transaction, including terms, conditions and
pricing. The information must also be made available for public inspection at
the BOC's or ILEC's principal place of business. (See Operating Practice 125 for
affiliate transaction procedures and VI Accounting Requirements below.)
V. NONDISCRIMINATION REQUIREMENTS
Several nondiscrimination requirements are meant to ensure that a BOC treats all
other entities in the same manner as it treats its Section 272-Restricted
Separate Affiliates. These requirements apply to the Southern New England
Telephone Company only to the extent it is dealing with the advanced services
affiliates, ASI/AADS.
More specifically, outside a limited exception relating to the Joint Marketing
of interLATA services(5), a BOC may not discriminate in favor of its Section
272-Restricted Separate Affiliates regarding either the provision or procurement
of "goods, services, facilities and information." Accordingly, a BOC must
provide to any other entity the same "goods, services, facilities and
information" that it provides to its separate affiliate, at the same rates,
terms and conditions. This quoted phrase is broadly interpreted. It encompasses,
but is not limited to:
- unbundled network elements,
- collocation of equipment, facilities, or employees,
- network information,
- nonpublic information belonging to or about a BOC (does not include
customer proprietary network information (CPNI)),
- administrative and support services (e.g., human
resources/accounting/tax/data processing/regulatory),
- access to operational support systems,
- transfers of ownership of facilities, and
- development of new products or services.
For example, employees who have access to and use BOC non-public information,
may not share that information with a Section 272-Restricted Separate Affiliate
or use that information to benefit a Section 272-Restricted Affiliate, unless
the BOC makes the information available to
----------
(5) There is a limited exception for shared administrative floor space by
ASI/AADS, the Section 272-like Affiliates.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
22
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
third parties. These rules relating to information use and sharing apply whether
the employee works for a BOC or another affiliate. In addition, if such an
employee transfers to a Section 272-Restricted Separate Affiliate, no BOC
information may be transferred or used in the new job.
Non-BOC affiliates, such as a shared services affiliate, may provide services to
Section 272-Restricted Separate Affiliate absent a nondiscrimination obligation.
However, if the shared services affiliate uses any BOC goods, services,
facilities or information to provide services to the Section 272-Restricted
Separate Affiliate, the BOC must make these "inputs" available on a
nondiscriminatory basis. This situation is known as a chaining transaction, and
must be properly recorded under the affiliate transaction procedures.
In order to ensure BOC non-public information is appropriately safeguarded by
certain employees in shared services affiliates, company policy requires
"siloing" or separation of employees who perform services for a Section
272-Restricted Separate Affiliate away from employees with access to BOC
non-public information. Implementing this control, where there would otherwise
be a risk of sharing BOC non-public information with employees performing
services for a Section 272-Restricted Separate Affiliate, helps ensure
compliance with the nondiscrimination obligation.
Protecting access to non-public BOC information is a matter of high importance.
The Code of Business Conduct makes employees responsible for understanding and
applying applicable laws and regulations, and for protecting proprietary
information. It is important that proper safeguards are implemented to protect
data and information in corporate databases and websites from inadvertent access
by unauthorized employees. As a general rule, employees of the Section
272-Restricted Separate Affiliates as well as employees of shared services
affiliates who are siloed to perform services for the Section 272-Restricted
Separate Affiliates should not receive or have access to non-public BOC
information. Exceptions to such rule must be approved in advance by the Section
272 Oversight Team and/or the Legal Department. Any inadvertent disclosure of
non-public BOC information to the Section 272-Restricted Separate Affiliates is
considered provision of such information and must be properly recorded as an
affiliate transaction and made available to other entities on a
non-discriminatory basis.
Although the nondiscrimination rules of Section 272 do not apply to customer
proprietary network information (CPNI), there are specific rules that do apply
to the use and sharing of CPNI. Employees must be familiar with those rules or
check with a supervisor or the Legal Department before using CPNI on behalf of,
or sharing CPNI with, any affiliate, including any Section 272-Restricted
Separate Affiliate.
Under the nondiscriminatory procurement requirement, a BOC is subject to an
unqualified prohibition against discriminating between its Section
272-Restricted Separate Affiliates and an unaffiliated entity in the procurement
of goods, services, facilities, or information. For example, a BOC may not
purchase interLATA telecommunications services solely from its Section
272-Restricted Separate Affiliate, absent a non-discriminatory procurement
obligation, purchase
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
23
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
equipment from its Section 272-Restricted Separate Affiliate at inflated prices,
or give any preference to the Section 272-Restricted Separate Affiliate's
interLATA services in the procurement process.
In addition, a BOC also may not discriminate between its Section 272-Restricted
Separate Affiliates and other entities in the establishment of standards. A BOC
may not establish or adopt any standard - "industry-wide" or otherwise -- that
has the effect of favoring the separate affiliate and disadvantaging an
unaffiliated entity. The FCC has indicated that, with respect to "industry-wide"
standards, an open and nondiscriminatory public process in which all interested
parties have an opportunity to participate (as required by Section 273), will be
sufficient to satisfy this nondiscrimination requirement. However, standards
established by a BOC in some other manner that have the effect of favoring the
separate affiliate and disadvantaging an unaffiliated entity may be a violation
of this nondiscrimination requirement.
Finally, there are several nondiscrimination requirements applicable to the
"fulfillment of certain requests." Under these requirements a BOC (or any
affiliated ILEC):
- must fulfill any unaffiliated entity's request for telephone exchange
service and exchange access within a response time no greater than the
response time it provides to itself or its affiliates, and make
available to unaffiliated entities information regarding the service
intervals provided to themselves or their affiliates;
- must not provide any facilities, services or information concerning
its provision of exchange access to its Section 272-Restricted
Separate Affiliates unless the facilities, services or information are
made available to other providers of interLATA services in that market
on the same terms and conditions;
- must charge the Section 272-Restricted Separate Affiliates, or impute
to itself, an amount for access to its telephone exchange service and
exchange access that is no less than the amount charged to any
unaffiliated interexchange carrier. A BOC's volume and term discounts
are subject to this requirement. A Section 272-Restricted Separate
Affiliates' purchase of telephone exchange service and exchange access
at tariffed rates, or a BOC's imputation of tariffed rates, would meet
this requirement; and
- may provide to its Section 272-Restricted Separate Affiliates any
interLATA or intraLATA facilities or services which it is otherwise
authorized to provide (e.g., the incidental interLATA services
described above) if the facilities or services are made available to
all carriers at the same rates and on the same terms and conditions,
and so long as the costs are appropriately allocated.
VI. ACCOUNTING REQUIREMENTS
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
24
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
A BOC (or any affiliated ILEC) must account for all transactions with the
Section 272-Restricted Separate Affiliates in accordance with the FCC's
accounting rules. Generally, these rules provide that:
- Assets or services sold or transferred between a BOC (or any
affiliated ILEC) and its Section 272-Restricted Separate Affiliates
pursuant to a tariff must be recorded at the tariffed rate. Rates in
publicly filed interconnection agreements or statements of generally
available terms and conditions may be used if a tariff rate is not
available.
- Non-tariffed assets or services sold or transferred between a BOC (or
any affiliated ILEC) and its Section 272-Restricted Separate
Affiliates that qualify for a prevailing price must be recorded at the
prevailing price. (Prevailing price has a specific meaning. Please
consult your supervisor or the legal or regulatory departments if you
need further information about the application of the prevailing price
rule in transactions between a BOC and its Section 272-Restricted
Separate Affiliates.)
- All other assets sold or transferred by a BOC (or any affiliated ILEC)
to its Section 272-Restricted Separate Affiliates must be recorded at
the higher of fair market value (FMV) and net book cost. All other
assets purchased by or transferred to a BOC (or any affiliated ILEC)
from its Section 272-Restricted Separate Affiliates must be recorded
at the lower of FMV and net book cost.
- All other services provided by a BOC (or any affiliated ILEC) to its
separate affiliate must be recorded at the higher of FMV and fully
distributed cost (FDC). All other services provided by a Section
272-Restricted Separate Affiliates to a BOC (or any affiliated ILEC)
must be recorded at the lower of FMV and FDC.
Employees may refer any questions regarding affiliate transaction rules and
processes to the Affiliate Oversight Group, as outlined in Operating Practice
125.
Under an additional accounting safeguard, the Act requires that a BOC pay for
audits that test compliance with the requirements of Section 272. An audit will
be conducted every two years by an independent auditor under the direction of
federal and state regulators. Employees are expected to comply with requests for
data and/or information from the independent auditor as deemed necessary to
conduct and complete the audit engagement.
VII. JOINT MARKETING
A BOC may market and sell the interLATA services provided by its Section 272
Affiliates on an exclusive basis; however, the BOC must continue to advise new
customers of their right to select their choice of interexchange carrier in
compliance with the FCC's equal access rules. Generally, the exclusive joint
marketing functions are defined as customer ordering, inquiries,
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
25
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
and sales activity. To the extent that the BOC allows its Section 272 Separate
Affiliate to market and sell the BOC's local telephone exchange services, the
BOC must allow other unaffiliated entities to do the same.
VIII. FOR MORE INFORMATION
Every effort has been made to ensure that this employee guide will answer any
general questions you may have; however, there may be occasions where either no
answer is provided to your specific question or the answer may be unclear even
after you refer to this guide. Those questions should be directed through your
organization's Section 272 Compliance Coordinator and/or Legal department to the
Section 272 Oversight Team as necessary.
2006 ATT Inc. Affiliate List
Enhanced Service
BOCS ILECS Providers (ISP) 272 Affiliates 272-Like Affiliates
-------------------------- ---------------- ------------------- ------------------ ------------------------
Illinois Xxxx Telephone The Southern New SBC Internet SBC Long Distance, SBC Advanced Solutions,
Company; dba AT&T Illinois England Services Inc.; LLC; dba AT&T Long Inc.; dba AT&T Advanced
Telephone dba AT&T Internet Distance Solutions
Company; dba Services
AT&T Connecticut
Xxxxxxx Xxxx Telephone The Woodbury AT&T Corp. AT&T Corp. (and Ameritech Advanced Data
Company, Inc.; dba AT&T Telephone certain of its Services (of Illinois;
Indiana Company; dba affiliates) Indiana; Michigan; Ohio;
AT&T Woodbury Wisconsin); dba AT&T
Advanced Solutions
Michigan Xxxx Telephone BellSouth MNS, Inc. SNET America, Inc.
Company; dba AT&T Michigan (SAI) dba AT&T
Long Distance East
Nevada Xxxx Telephone AT&T Messaging BellSouth Long
Company; dba AT&T Nevada Services, Inc. Distance
Pacific Xxxx Telephone Pacific Xxxx
Company; dba AT&T Information
California Services (PBIS)
Southwestern Xxxx Xxxxxxxx Commerce
Telephone, L.P.; dba
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
26
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
AT&T Southwest
The Ohio Xxxx Telephone
Company; dba AT&T Ohio
Wisconsin Xxxx, Inc.; dba
AT&T Wisconsin
BellSouth
Telecommunications Inc.
(doing business in
Alabama, Florida,
Georgia, Kentucky,
Louisiana, Mississippi,
North Carolina, South
Carolina and Tennessee
Amdocs' Acknowledgement Form
SECTION 272 COMPLIANCE GUIDE FOR TEMPORARY WORKERS AND INDEPENDENT CONTRACTORS
Amdocs, Inc. ("Amdocs") and AT&T Services, Inc. ("AT&T") are parties to the
Information Technology Services Agreement number 02026409 dated January 9, 2003
(the "Agreement"). Capitalized terms used but not otherwise defined herein have
the meanings set forth in the Agreement.
In connection with certain Services provided by Amdocs under the Agreement, AT&T
previously furnished Amdocs with the document entitled "The Separate Affiliate
Safeguards, Section 272 Compliance Obligations Applicable to InterLATA
Telecommunications Services and Manufacturing Under the Federal
Telecommunications Act of 1996"(6) (the "Section 272 Compliance Guide").
Amdocs acknowledges that:
(i) Amdocs Personnel, while providing Services under the Agreement, must comply
with certain regulatory requirements applicable to AT&T when such Amdocs
Personnel job functions involve providing support for, or Services to, AT&T's
Section 272-Restricted Separate Affiliates (as defined in the Section 272
Compliance Guide),
(ii) Amdocs has furnished the Section 272 Compliance Guide to such Amdocs
Personnel,
----------
(6) More commonly referred to as the "Section 272 Compliance Guide for
Temporary Workers and Independent Contractors."
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
27
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
(iii) Amdocs requires such Amdocs Personnel to read and review the Section 272
Compliance Guide, and
(iv) Amdocs has used commercially reasonable efforts to obtain from each such
Amdocs Personnel written acknowledgement that he or she has read the Section 272
Compliance Guide.
AMDOCS, INC
By
---------------------------------------------
Name [typed or printed]
------------------------
Title [typed or printed]
-----------------------
Date [typed or printed]
------------------------
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
28
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
CLEC IMPACT ANALYSIS POLICY
WHAT IS CLEC IMPACT ANALYSIS ALL ABOUT?
The 1996 Telecommunications Act requires AT&T to provide CLECs with a meaningful
opportunity to compete when using unbundled elements, like operational support
systems (OSS). In most cases, that means that we must offer parity and
nondiscriminatory access to our OSS, including front end interfaces and back end
systems. Individuals with responsibility for managing front end interfaces or
back end systems are required to implement procedures to ensure that any changes
to OSS programming, processes, or procedures take into account the impact on the
CLECs.
Information Technology (IT) is not to implement any programming change to AT&T's
OSS without an evaluation of the impact of that change on our CLEC customers'
continued ability to obtain nondiscriminatory access to those OSS and without
consideration for AT&T's obligations under Change Management to keep CLECs
apprised of changes to OSS.
WHAT IS A CLEC?
A CLEC is a Competitive Local Exchange Carrier that may purchase wholesale
products (e.g. Resale, Interconnection, Unbundled Network Elements (UNE), and
Collocation) from AT&T.
WHAT DOES CLEC IMPACT CONSIST OF?
The General Rule is: Any change that affects what the CLECs send, receive, see
or do. The changes can be from operational to functional such as:
- Adding, deleting, or modifying fields, an edit function or error
codes.
- Changing the flow or sequence of an interface's operation, or complete
elimination of an interface.
- New Products or enhancements to existing products.
- Changes to service orders (USOCs, FIDs, etc.).
- Changes in Company Codes (OCNs, AECNs, ACNAs, etc.).
- Screen Changes.
- Process Changes.
- Retirement of a system/application.
- Changes in retail functions in most cases will require wholesale to
offer the same or similar functionality to CLECs in order to comply
with parity obligations. (For example: Changes in hours of center
operation, changes to hours of OSS availability, enhancements to what
a retail service representative may do electronically, and access to
due dates.)
- Impacts to Performance Measurements.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
29
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
POLICY
This policy applies to all AT&T employees, except those employees associated
with a 272 affiliate company.
1. It is the responsibility of the client organization to ensure all
requests for product/project development undergo CLEC impact analysis
before submission to Information Technology (IT). (E.g. Does this new
retail product need to be introduced for Resale, Interconnection or
Unbundled products?)
2. The IT Project Management Office (PMO) accepting projects for IT must
ensure that all change requests submitted by client organizations have
been assessed and clearly documented for CLEC impact. CLEC impact
analysis documentation provided by the client would include whether or
not the change is CLEC impacting as well as what the specific impact
will be to the CLEC.
3. If the project is CLEC impacting, pre-defined timeframes have been
determined for CLEC notification. Therefore, prioritization and
scheduling of software development must be coordinated to coincide
with the required timeframe. See #8.
4. AT&T must provide pre-ordering, ordering, provisioning, billing,
repair, and maintenance of products and services to the CLECs in
substantially the same time and manner as we do for our retail
customers. This substantially equal or uniform treatment of retail and
wholesale customers is called parity. Since AT&T is committed to
parity for our retail and wholesale customers, no department may
implement or authorize the implementation of a retail or affiliate
component of a change/project in a different timeframe than the
implementation for wholesale without advance written approval from
Xxxxxx X. Xxxxxxxxx, General Manager - Wholesale, or her assigned
delegate.
5. The IT PMO distributes client requests to the appropriate IT SMEs
(Subject Matter Experts). It is the responsibility of the IT SME, in
addition to the client's CLEC assessment, to analyze the CLEC impacts
from a system perspective, clearly documenting and communicating
impacts. All documentation must be retained for auditing purposes.
Impacts identified during the system assessment must be communicated
to the requesting client. The requesting client will coordinate the
remaining project activities with the wholesale SPOC so CLEC
notification requirements can be determined. Mandatory discussion must
occur with the requesting client when IT's assessment differs from
that of the client.
6. Each software development lifecycle must include CLEC impact
assessment and documentation and at a minimum must include:
- Requirements phase with positive/regression impact
questions/statements.
- Design and code phase.
- Documented testing criteria, conditions and/or test cases:
- Positive testing is required for all regions and
all versions affected when impacts are present. If
the change/project is defect related, defect
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
30
Schedule E.3
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Contract No. 02026409
Amendment No. 02026409.A.010
specific positive testing for all regions and all
versions affected is required.
- Regression testing is required for all regions and
all versions, when possible, when impacts are not
present but the system/application contains
wholesale data or is documented as a CLEC
impacting application. If the change/project is
defect related, defect specific regression testing
is required for all regions and all versions, when
possible.
- Integrated Testing with CLECs, as appropriate, for
certain types of projects, such as new product
introduction.
7. CLEC testing may be necessary for some system changes and require OSS
front end and back end systems to be available for designated
timeframes for CLEC use.
8. AT&T uses various means to communicate with the CLECs, including
face-to-face meetings, online posting of information, conference
calls, and the Accessible Letter process.
- Accessible Letters are the responsibility of the client
organization. If the IT solution is CLEC impacting and the
client organization initially determined no impact, IT must
communicate the impact to the requesting client. The
requesting client will work with the wholesale SPOC to
determine appropriate CLEC notification requirements.
- There are 271 Performance Measurements associated with
AT&T's compliance to the Accessible Letter Process.
- Specific information regarding Accessible Letter
requirements may be found in the "AT&T Competitive Local
Exchange Carrier (CLEC) 13-State Interface Change Management
Process" document located within the Change Management web
site xxxxx://xxxx.xxx.xxx/xxxx/xxxxx.xxx?xxxxxxxx000.
9. Problem Resolution Process
- Should AT&T implement a CLEC impacting change without
appropriate CLEC notification or implement a change to a
system, process, or procedure that has an adverse impact on
the CLEC community, all departments will fully support the
investigation and resolution of each occurrence.
- During the investigation, the department causing the
occurrence will be held responsible for facilitation and
coordination of the resolution.
- Identification of a corrective action/implementation plan
for a resolution must occur within 72 hours, or within
guidelines consistent with each department's established
defect procedures.
[November 2006]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
31
Schedule E.3
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Contract No. 02026409
Amendment No. 02026409.A.010
AT&T INFORMATION TECHNOLOGY OPERATIONS USE OF DATA CENTER BUILDING AND COMPUTER
ROOM SPACE POLICY
This Executive Summary Information Technology Operations (ITO) policy covers
three primary areas:
ITO Data Center Buildings primary function should be providing and supporting a
Data Center "Computer Room" environment. ITO will manage and control access to
these buildings. At these buildings, where possible, Administrative space that
can be reclaimed and converted into Computer Room space will be. Assignment and
use of Administrative space at these buildings should be prioritized for those
functions that need to be collocated with computer and data network equipment.
With current technology and automation/systems management tools available, there
are relatively few functions/positions that need to be collocated at a Data
Center site (in the same building as the Data Center "Computer Room") with the
Computer Host/Data Network equipment. Functions/positions that need to be, or
might benefit from collocation will be prioritized and placed at the data center
site as administrative space allows.
The ITO Data Center Computer Room environment needs to be a secured, controlled
environment utilized for computer and data network equipment.
Administrative/Personnel use of and access to the environment will be limited
and controlled by ITO to only that needed.
ITO Data Center Operations will be the provider of on-site, hands-on services
that need to have personnel located on the Computer Room floor. ITO Data Center
Operations will be responsible for controlling and coordinating access as-needed
for any other groups or organizations needing access to the Computer Room floor
to provide other service.
POLICY
ITO Managed Data Center Building:
Primary use of designated "Data Center" building at location is supporting ITO
Managed Computer Room environment; Hardened, controlled access, raised floor
space for computer and data network equipment.
ITO is the primary tenant - there is an understanding with Real Estate that ITO
is the primary driver for overall building management; ITO manages/controls
access to the building as well as the Computer Room space within the building.
ITO Computer Room environment is the primary user of building infrastructure
support systems (Power, HVAC, UPS, Switchgear, ASTS, battery, generator backup).
Ideally an ITO Managed Data Center is:
Fully Hardened and Secure, with dual & separate network facility entrances to
serving COs.
Fully Hardened means:
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
32
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
- At least N+1 redundancy for all building infrastructure, power and
HVAC components (N). 2N +1, 2(N+1) design is preferred, where: there
are at least 2 redundant (N) units - 1 for failover capability + 1
"extra" unit to allow maintenance and testing - for every component.
- UPS/Switching system w/ Automatic Switching capability - no single
point of failure in the power/cooling distribution systems all the way
to computing device.
- Battery backup, Emergency Power System Generator backup.
With current technology and automation/systems management tools available, there
are relatively few functions/positions that need to be collocated at the "data
center" site (in the same building as the Data Center "computer room") with the
Computer Host/Data Network equipment. Functions/positions that need to be, or
might benefit from collocation should be prioritized and placed at the data
center site as space allows.
The following functions are viewed as those needing to be collocated at the data
center with the Computer Host/Data Network equipment:
Site Management
Computer Hardware Support
Network Hardware Support
Tape (or other input/output media) Operations/Support
The following functions are viewed as those that don't need to be collocated,
but benefit from collocation:
Systems Administration or System Software Support (Midrange or Server based
platforms)
Turfed Network Design/Planning support
Other functions, while not needing to be collocated with computer/Data Network
Equipment, can benefit from being at the data center location in order to
utilize the 24X7 UPS/Backup power systems:
Operations Control Centers (i.e., SOC, ROCC, NOCC, EPAS, EMAS etc.)
Therefore, in data center locations, priority should be given to the
positions/functions listed above.
Other positions/functions should not be placed in Data Center locations. They
should be placed, or relocated if it makes business sense, into sites with more
available administrative space. If necessary, current functions/positions that
do not need to be collocated at the "data center" site should be restacked or
relocated to clear needed space.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
33
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
Within the Data Center:
Conditioned Raised Floor Space (i.e., the "Computer Room" - see definitions at
end of this section) will be utilized for the support of computing and
communications (data network) hardware. With the exception of Tape, Print or
other input/output media Operations personnel, administrative functions and/or
personnel will be supported from administrative areas, and not placed on
Conditioned Raised Floor Space.
In cases where administrative functions and/or personnel are occupying
Conditioned Raised Floor Space (Computer Room) or Raised Floor Space (space that
while not currently conditioned, could be conditioned and utilized as "Computer
Room") space, ITO's strategy will be:
To identify such space and reserve it where possible (avoid placing additional
administrative functions and/or personnel in that space).
As need or opportunities arise, to attempt to relocate functions and personnel
to administrative space (off of raised floor) and reclaim the raised floor space
for support of computing and communications hardware - as it makes good business
sense to do so. ITO will look to business triggers, such as specific needs for
raised floor space, as drivers.
To segregate and clearly delineate any such space from the Conditioned Raised
Floor space (the "Computer Room") until such time that it makes good business
sense to reclaim the space as Conditioned Raised Floor Space. Examples of such
segregation would be Operations or User Administration "Control Rooms", which
may be occupying Raised Floor Space, but should be physically separated from,
and not considered to be part of, the Conditioned Raised Floor "Computer Room"
as defined.
The ITO Data Center Operations organization coordinates and controls access to
ITO managed Computer Room areas*.
* If a location is a Data Network Only site (i.e., only contains data network
equipment, no computer host equipment), the ITO Network and Field
Operations organization coordinates and controls access to ITO managed
Computer Room areas. If there is a separate Data Network equipment
area/room on or within the ITO managed Computer Room, the ITO Network and
Field Operations organization coordinates and controls access to that area.
With current technology, remote management capability and automation/systems
management tools available, there are relatively few functions/positions that
need real-time, or all the time access to the Computer Room area. The following
functions/positions are viewed as those needing real-time or all-the-time access
to the Computer Room areas:
Site Management (Site/Facilities Support)
Computer Hardware/Operations Support
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
34
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
Tape (or other input/output media) Operations/Support
Network Hardware/Operations Support
In the ITO data centers, these functions/positions will be provided by
Information Technology Operations.
Other functions/positions, such as Systems Administration, Systems Software
Support, Data Network Support, Vendors, etc. may need access to the Computer
Room areas. In order to maintain as secure an environment as possible, ITO's
policy is to limit that access to only what is needed, applying change control
while not preventing access when needed.
The ITO Computer Operations-Site Management and Operations Support organization
will provide and control the access mechanisms to ITO managed Computer Room
areas. Access should be limited to the level needed, so the only functions given
real-time or all-the-time access to the Computer Room areas would be those
needing that level. Other functions should be given access on an as-needed basis
rather than a real-time or all-the-time basis.*
* If a location is a Data Network Only site (i.e., only contains data network
equipment, no computer host equipment), the ITO Network and Field
Operations organization will provide and controls access to ITO managed
Computer Room areas.
ITO Data Center Operations and/or ITO Network and Field Operations personnel
will perform or coordinate any/all hands-on operations support (i.e., any
function requiring that a piece of computing/communications hardware be
physically handled) in the Computer Room area.
ITO Data Center Operations personnel will be responsible for providing Site
Management support at ITO data center sites, including the following functions:
PHYSICAL SECURITY
Controlled access mechanism and processes for access to the data center site
Controlled access mechanism and processes for access within the data center site
(computer room areas, communications areas or other separate areas within the
data center site)
Power Management
Raised Floor Management
Environmental (HVAC) Management
Building infrastructure Hardware (PDUs, air handlers, chillers, pumps, UPS,
batteries, generators, etc.) installation/de-installation
scheduling/coordination.
Under floor/vertical riser Management
Electrical connection installation/de-installation
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
35
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
Electrical Maintenance Coordination
Site Management Vendor scheduling/coordination
ITO Data Center Operations and/or ITO Network and Field Operations personnel
will be responsible for coordinating computing/communications hardware support
in the Computer Room, including the following functions:
Computer and communications (network) hardware equipment vendor
scheduling/coordination.
Computer and communications (network) hardware equipment
installation/de-installation and maintenance.
Data Network connections (coax, twisted pair, fiber, etc.)
installation/de-installation.
Computer hardware connections (bus/tag cables, fiber, escon, ficon, etc.)
installation/de-installation.
Any on-site, hands-on computer and communications (network) hardware problem
management (any hands-on support required, vendor coordination).
Tape and other input/output Media Operations in the Computer Room area will be
the responsibility of the ITO Data Center Operations organization.
Placement decisions on the Computer Room floor for computer/communications
hardware and installation (coordination) of computer/communications hardware in
the Computer Room will be the responsibility of the ITO Data Center Operations
and/or ITO Network and Field Operations organizations. The ITO Data Center
Operations and/or ITO Network and Field Operations groups will work with Client
business partners to ensure all requirements affecting such decisions are
understood and met.
To the extent possible, all paper, packing, containers, shipping material, etc.
shall be kept out of the Computer Room. Unpacking of equipment shall be
completed in a staging area, separate from the Computer Room area, before
equipment is delivered to the Computer Room area for installation. If a separate
staging area is not available, all shipping or packing material shall be removed
from the Computer Room as soon as possible. No containers, shipping or packing
material is allowed to remain in the Computer Room area. The Computer Room shall
not be used as storage area. Equipment or material to be stored should be kept
in separate storage areas, off of the Computer Room floor.
In the ITO data center sites, only 60 Hz electrical service is available.
Alternate electrical services (e.g. 415 Hz, negative 48 volt DC) is not
available.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
36
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
DEFINITIONS
Raised Floor Space: Area within a building that has a raised sub-floor. This
raised sub-floor is generally 24" - 36" high, usually 24" square floor tiles on
top of spaced floor stanchions. Raised sub-floor can be used to run electrical,
computer, network cables or connections, under-floor cooling and other items
used to support computer or network equipment. While probably designed to
support a Computer Room area, this space may or may not currently be utilized as
such.
Conditioned Data Center Space ("Computer Room"): Generally separated space for
computer or network equipment; either Raised Floor Space or non-raised floor
space within a data center building equipped with appropriate power, heating,
air-conditioning. Backup power generators support this space and uninterruptible
power systems (UPS) are used to switch over from commercial power. This space is
used to house and support computer host equipment and network equipment.
On-Site Operations Support: Computer Operations support functions that need to
be collocated with computer/network equipment on or in close proximity to the
Conditioned Data Center Space (i.e. the "Computer Room"): Site/Facilities
Support, Hardware Support (including Computer Host and Network Hardware),
Input/Output/Tape or other Media Operations Support.
Rationale
AT&T Services, Information Technology Operations (ITO) has been charted by AT&T
to provided Data Center/Computer Operations services. The AT&T Services, ITO
service model is to provide a centralized, standardized, scalable set of
services, which clearly delineates which groups perform and are responsible for
what functions. In the data center computer operations environment, ITO is
responsible for managing computer related service availability and security. In
order to provide that service and security and maintain a large-scale
centralized, standardized environment, it is important that ITO:
1. Have consistency in what does/doesn't go on the computer room floor, have
consistency in systems/network design and placement so that operating
environment can be standardized as much as possible. This drives lower costs and
improved support levels.
2. Maintain tight control over the data center environment as this is critical
to ensure systems availability. Therefore, ITO needs to control and coordinate
access, limiting the number of personnel who have access to and work within the
data center computer room environment.
RESPONSIBILITY
MANAGEMENT RESPONSIBILITY
Management is responsible for ensuring all individuals who have responsibility
for functions related to the ITO Data Center Computer Room environment are aware
of this policy and
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
37
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
associated standards and guidelines. Managers should communicate and review this
policy with their subordinates.
INDIVIDUAL ACCOUNTABILITY
Clients or users of IT Operations services and all individuals who have
responsibility for functions related to the ITO Data Center Computer Room
environment are responsible for understanding and complying with this policy.
REFERENCES AND AIDS
General Information about ITO services, organizations:
xxxx://xxx.xxx.xxx/
Refer questions and requests for waivers for this policy to the TSS Exception
process for ITO Policy Waivers.
GOVERNANCE
Governance related to this ITO Policy is provided via TSS process.
EXCEPTIONS
If you feel that you have a valid business need that requires you to vary from
this policy, you can request an Exception to this Policy. To submit a TSS
Exception, visit xxxx://xxxxxxxxxx.xxx.xxx to complete and submit a request that
provides details about your activity and why an exception is required.
Submitting a TSS Exception request does not mean that you can vary from the
Policy, your request will be evaluated to determine if a waiver is warranted.
POLICY MANAGER
Name: Xxxx Xxxxxx
Phone: (000) 000-0000
Email address: xx0000@xxx.xxx
Approvals
Author(s): Xxxx Xxxxxx, Principal Technical Architect - Data Center Planning
Reviewed by: ITO AVPs, ETP&I Principal Technical Architects.
Final Approval: Senior VP Information Technology Operations, Technology
Architecture Board
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
38
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
EXTERNAL ENTITY CONTRACT SECURITY REQUIREMENTS
Security Requirements
SYSTEM SECURITY
1. The Supplier must actively monitor industry resources (e.g. xxx.xxxx.xxx,
pertinent software vendor mailing lists & websites, etc) for timely
notification of all applicable security alerts pertaining to the Supplier
computing environment.
2. The Supplier's externally-facing systems must be scanned with applicable
industry standard security vulnerability scanning software (including but
not limited to network, application & database scanning tools) at regular
intervals.
3. The Supplier's internally-facing systems must be scanned with applicable
industry standard security vulnerability scanning software (including but
not limited to network, application & database scanning tools) at regular
intervals.
4. The Supplier must share scanning results with AT&T for those resources used
to support AT&T.
5. The Supplier's security administration responsibilities for configuring
host operating systems must be assigned to specific individuals.
6. The Supplier must apply applicable security patches in a timely manner,
according to these minimal guidelines:
- An exploit exists and attack is underway: must work on patching 24x7
- An exploit exists and attack is determined to be relatively imminent:
must patch within 7 days
- An exploit exists and attack is determined to not be imminent: must
patch within 30 days
- An exploit doesn't exist yet: must patch within 90 days
7. The Supplier security staff must average more than three years of
experience in information/network security.
8. The Supplier's systems must be 'hardened' including, but not limited to,
removing or disabling unused network services (e.g. finger, rlogin, ftp,
simple tcp/ip services, etc.) and installing a system firewall, TCP
Wrappers or similar technology.
9. All default account names and/or default passwords must be changed.
10. The Supplier must limit system administrator/root access to host operating
systems only to individuals requiring high-level access in the performance
of their jobs.
11. The Supplier must require system administrators to restrict access by users
to shares and target directories related to their jobs.
PHYSICAL SECURITY
12. The Supplier's computing environment must be located in secure physical
facilities with limited and restricted access to authorized individuals
only.
13. The Supplier's computing environment access must be monitored and recorded
for audit purposes.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
39
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
NETWORK SECURITY
14. The Supplier must separate AT&T's data from the Internet and the
destination web servers with firewall technology. For clarification on this
question, see diagram.
(DIAGRAM)
15. The Supplier must provide a logical network diagram detailing the computing
resources (including, but not limited to firewalls, servers, etc) that will
support AT&T.
16. The Supplier must have a process and controls in place to detect and handle
systematic unauthorized attempts to access AT&T data.
17. The Supplier must utilize encryption technologies for the transfer of AT&T
information over untrusted networks. This also applies to electronically
transmitted email communications containing proprietary AT&T data or
information.
18. The Supplier must utilize strong authentication (e.g. two factor token or
digital certificates) for remote access.
INFORMATION SECURITY
19. The Supplier must not collocate AT&T's application/data on the same
physical servers with other customers unless approved by AT&T.
20. Documented controls must be in place and approved by AT&T to ensure
separation of data and security information between customer applications
if physical separation does not exist.
21. The Supplier must have a procedure for the backup, secure transport and
storage of AT&T data approved by AT&T.
22. The Supplier must have a business continuity plan subject to approval by
AT&T.
23. The Supplier must limit access to AT&T information, including paper hard
copies, only to AT&T-authorized persons or systems.
24. The Supplier must be compliant with any applicable industry-mandated
security requirements, such as the Payment Card Industry Data Security
Standards.
25. The Supplier must retain records according to and in compliance with any
mandated federal, state, local and foreign laws, ordinances, regulations
and codes and any additional security requirements specified therein.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
40
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
26. The Supplier must securely dispose of or return AT&T information, including
paper hard copies, when the Supplier no longer needs the information,
according to a method approved by AT&T. (e.g. degaussing, overwriting,
performing a secure erase, performing a chip erase, shredding, cutting,
punching holes, breaking)
27. The Supplier must utilize AT&T-standard privacy markings for AT&T
information.
AT&T Proprietary Information
Not for use or disclosure except under written agreement
Or an alternative marking reviewed and approved by AT&T to appropriately
correspond to and protect the classification of the information.
IDENTIFICATION AND AUTHENTICATION
28. The Supplier must assign unique userids to individual users.
29. The Supplier must have a documented Userid Lifecycle Management process
including procedures for approved account creation, timely account removal,
and account modification (e.g. changes to privileges, span of access,
functions/roles) for all applications and across all environments
(production, test, development, etc).
30. The Supplier must enforce the rule of least privilege (i.e. limiting access
to only the commands and data necessary to perform authorized functions
according to ones job function).
31. The Supplier must limit failed login attempts (e.g. three to six) before
locking the user account.
32. The Supplier must terminate interactive sessions that have been inactive
for a designated period of time, not to exceed 30 minutes.
33. The Supplier must require password expiration at regular intervals of 90
days or less unless approved by AT&T.
34. The Supplier must use an AT&T-approved authentication method based on
sensitivity of information When passwords are used, they must meet these
requirements:
- Passwords must be a minimum of 6 characters in length.
- Passwords must contain at least one number or special character
in other than the first or last position.
- The same character must not occur in three consecutive positions
in the password.
- Passwords must not be blank or a repeat of the USERID.
- Passwords must differ from the USERID by at least three
positions.
- The new password must differ from the previous password by at
least two positions.
- Passwords may be case sensitive - depending on system
capabilities.
Note: (Applications housing Restricted Proprietary Information may require
an authentication mechanism stronger than passwords. Examples of stronger
authentication methods include SecureID, digital certificates, passphrase,
and biometrics. Discuss with your AT&T CSO representative.)
35. The Supplier must use a secure method for the conveyance of passwords and
other authentication mechanisms.
WARNING BANNER
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
41
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
36. The Supplier must display a warning or "no-trespassing" banner on
applicable login screens or pages.
(EXAMPLE LONG VERSION):
This is an (company name) system, restricted to authorized individuals.
This system is subject to monitoring. Unauthorized users, access, and/or
modification will be prosecuted.
(EXAMPLE SHORT VERSION):
(company name) authorized use ONLY, subject to monitoring. All other use
prohibited.
SOFTWARE AND DATA INTEGRITY
37. The Supplier must scan for viruses.
38. The Supplier must separate non-production systems/data from production.
39. The Supplier must have a documented software change control process
including back out procedures.
40. The Supplier must have database transaction logging features enabled.
41. The Supplier must review code to find and remediate security
vulnerabilities.
42. The Supplier must perform Quality Assurance testing for the application
functionality and security components (e.g. testing of authentication,
authorization, and accounting functions, as well as any other activity
designed to validate the security architecture).
PRIVACY ISSUES
43. The Supplier must not sell, rent, lend, trade or lease any AT&T information
(including information obtained on AT&T's behalf) without written approval
from AT&T.
44. The Supplier must restrict access to any Personally Identifiable
information to authorized individuals.
MONITORING AND AUDITING CONTROLS
45. The Supplier must restrict access to Security logs to authorized
individuals.
46. The Supplier must regularly review Security logs.
47. The Supplier must keep Security logs for a minimum of 6 months.
48. The Supplier must provide AT&T audit rights to verify Supplier's compliance
with the contractual Security Requirements agreed to by Supplier. AT&T and
Supplier must schedule the audit within thirty (30) days of AT&T's notice
requiring an audit unless a security breach has occurred. In the event a
security breach has occurred, AT&T and Supplier must schedule the audit
within one (1) day of AT&T's notice requiring an audit.
49. The Supplier must provide AT&T within thirty (30) days from the publication
of the audit report identifying any noncompliance with the contractual
Security Requirements agreed to by Supplier, a written report of completed
or proposed corrective actions addressing each noncompliance found in the
audit.
REPORTING VIOLATIONS
50. The Supplier must have a documented procedure to follow when an
unauthorized intrusion or other security violation is suspected which
includes immediate notification to the AT&T BU Sponsor, who has the
responsibility to immediately notify the AT&T Incident Response Team.
SECURITY POLICIES AND PROCEDURES
51. The Supplier must periodically review the above agreed upon security
controls to ensure that they are appropriate and are effectively protecting
AT&T's data.
52. The Supplier must notify AT&T of any policy changes that could impact the
security controls put in place to secure AT&T's data.
SOFTWARE DEVELOPMENT AND IMPLEMENTATION
53. The Supplier shall follow AT&T Security Policy & Requirements (ASPR) when
developing or implementing any software applications for use at or by AT&T.
ASPR is available xxxx://xxx.xxx.xxx/XXXX/Xxxxxxx.xxxx
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
42
Schedule E.3
AT&T Rules
Contract No. 02026409
Amendment No. 02026409.A.010
LIMITED OFFSHORE REMOTE ACCESS
To the extent approved by AT&T's Executive Director of the Offshore Management
Office, Amdocs Offshore Personnel may perform Services and access AT&T Data on
an as needed basis (e.g., to perform after-hours work) from their home location
with specifically designated and approved computers provided by Amdocs ("Remote
Access Computer"), subject to the following:
- Access to AT&T Data by Offshore Personnel will be done only by:
- First, accessing the Amdocs network
- Second, from the Amdocs network, accessing the AT&T network
through a "Virtual Workstation"
- Connection from the Amdocs network to the AT&T network is defined by
AT&T. Currently this is done through a dedicated Business to Business
(B2B) network connection.
- Each Remote Access Computer will have Amdocs provided anti-virus and
firewall Software installed and operating in accordance with the
Agreement.
- Each Remote Access Computer will only access AT&T Data through an
Amdocs provided VPN tunnel that is authenticated using a strong
two-factor token solution.
- Amdocs will implement and enforce commercially reasonable password
complexity requirements that are not less strict than those required
under this Agreement.
- Amdocs Personnel using Remote Access Computers will only be able to
connect to the Virtual Workstation or Citrix server in an AT&T
facility, from the Amdocs network, using Microsoft Remote Desktop
Connection or Citrix ICA protocol. Only domain accounts will be
allowed to connect to such computers and those domain accounts will be
configured by Amdocs on the target computers (i.e. the AT&T facility
computer) as having permission to connect. Local accounts on that
computer shall not be configured or allowed. Only accounts under the
security control of the Windows domain will be permitted.
- All traffic over the public internet shall be highly encrypted (i.e.,
at least 128 byte encryption).
- Session timeouts shall be enabled by Amdocs, per AT&T guidelines.
- Security audit logs will be maintained by Amdocs to track system
events, including login attempts, user sessions, logoffs,
configuration changes, and other pertinent events and data.
- Virtual Workstations will be configured such that Offshore Amdocs
Personnel will be unable to download or copy AT&T Data to their local
devices such as disk drives, USB drives, writeable CDs, etc. Such
configuration settings will be controlled centrally and editable only
by authorized administrators.
- Amdocs will be responsible for all costs associated with setting up
the offshore remote access solution, as described above.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs and their Affiliated Companies only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
43
MANAGED THIRD PARTIES
Schedule E.5.a
Managed Third Parties
Contract No. 02026409
Amendment No. 02026409.A.010
THIRD PARTY CONTRACTORS (SUPPLIERS)
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
1
MANAGED THIRD PARTIES
Schedule E.5.a
Managed Third Parties
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
2
MANAGED THIRD PARTIES
Schedule E.5.a
Managed Third Parties
Contract No. 02026409
Amendment No. 02026409.A.010
THIRD PARTY CONTRACTORS (SUPPLIERS)
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
1
MANAGED THIRD PARTIES
Schedule E.5.a
Managed Third Parties
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
2
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
1
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
2
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
3
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
4
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
5
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
6
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
7
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
8
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
9
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
10
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
11
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
12
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
13
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
14
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
15
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
16
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
17
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
18
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
19
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
20
Schedule F.2
Equipment Leases
Contract No. 02026409
Amendment No. 02026409.A.010
INSCOPE/
LESSOR ENTITY REGION SCH # START DATE EXP DATE TERM RETAINED TOWER DESCRIPTION SER NUMBER DEPARTMENT NAME ZIP CODE OWN
------ ------ ------ ----- ---------- -------- ---- -------- ----- ----------- ---------- --------------- -------- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
21
Schedule F.2.a
AT&T Provided Leased Assets Now Owned by Amdocs
Contract No. 02026409
Amendment No. 02026409.A.010
Business Sched PO Start Ex Ser Ret Whole Last Site
Unit ACB Number Number Date Date Own Number Status Date Purchase [**] [**] Type Model Maker Name First Name Code
-------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
1
Schedule F.2.a
AT&T Provided Leased Assets Now Owned by Amdocs
Contract No. 02026409
Amendment No. 02026409.A.010
Business Sched PO Start Ex Ser Ret Whole Last Site
Unit ACB Number Number Date Date Own Number Status Date Purchase [**] [**] Type Model Maker Name First Name Code
-------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
2
Schedule F.2.a
AT&T Provided Leased Assets Now Owned by Amdocs
Contract No. 02026409
Amendment No. 02026409.A.010
Business Sched PO Start Ex Ser Ret Whole Last Site
Unit ACB Number Number Date Date Own Number Status Date Purchase [**] [**] Type Model Maker Name First Name Code
-------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
3
Schedule F.2.a
AT&T Provided Leased Assets Now Owned by Amdocs
Contract No. 02026409
Amendment No. 02026409.A.010
Business Sched PO Start Ex Ser Ret Whole Last Site
Unit ACB Number Number Date Date Own Number Status Date Purchase [**] [**] Type Model Maker Name First Name Code
-------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
4
Schedule F.2.a
AT&T Provided Leased Assets Now Owned by Amdocs
Contract No. 02026409
Amendment No. 02026409.A.010
Business Sched PO Start Ex Ser Ret Whole Last Site
Unit ACB Number Number Date Date Own Number Status Date Purchase [**] [**] Type Model Maker Name First Name Code
-------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
5
Schedule F.2.a
AT&T Provided Leased Assets Now Owned by Amdocs
Contract No. 02026409
Amendment No. 02026409.A.010
Business Sched PO Start Ex Ser Ret Whole Last Site
Unit ACB Number Number Date Date Own Number Status Date Purchase [**] [**] Type Model Maker Name First Name Code
-------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
6
Schedule F.2.a
AT&T Provided Leased Assets Now Owned by Amdocs
Contract No. 02026409
Amendment No. 02026409.A.010
Business Sched PO Start Ex Ser Ret Whole Last Site
Unit ACB Number Number Date Date Own Number Status Date Purchase [**] [**] Type Model Maker Name First Name Code
-------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
7
Schedule F.2.a
AT&T Provided Leased Assets Now Owned by Amdocs
Contract No. 02026409
Amendment No. 02026409.A.010
Business Sched PO Start Ex Ser Ret Whole Last Site
Unit ACB Number Number Date Date Own Number Status Date Purchase [**] [**] Type Model Maker Name First Name Code
-------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
8
Schedule F.2.a
AT&T Provided Leased Assets Now Owned by Amdocs
Contract No. 02026409
Amendment No. 02026409.A.010
Business Sched PO Start Ex Ser Ret Whole Last Site
Unit ACB Number Number Date Date Own Number Status Date Purchase [**] [**] Type Model Maker Name First Name Code
-------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
9
Schedule F.2.a
AT&T Provided Leased Assets Now Owned by Amdocs
Contract No. 02026409
Amendment No. 02026409.A.010
Business Sched PO Start Ex Ser Ret Whole Last Site
Unit ACB Number Number Date Date Own Number Status Date Purchase [**] [**] Type Model Maker Name First Name Code
-------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
10
Schedule F.2.a
AT&T Provided Leased Assets Now Owned by Amdocs
Contract No. 02026409
Amendment No. 02026409.A.010
Business Sched PO Start Ex Ser Ret Whole Last Site
Unit ACB Number Number Date Date Own Number Status Date Purchase [**] [**] Type Model Maker Name First Name Code
-------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
11
Schedule F.2.a
AT&T Provided Leased Assets Now Owned by Amdocs
Contract No. 02026409
Amendment No. 02026409.A.010
Business Sched PO Start Ex Ser Ret Whole Last Site
Unit ACB Number Number Date Date Own Number Status Date Purchase [**] [**] Type Model Maker Name First Name Code
-------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
12
Schedule F.2.a
AT&T Provided Leased Assets Now Owned by Amdocs
Contract No. 02026409
Amendment No. 02026409.A.010
Business Sched PO Start Ex Ser Ret Whole Last Site
Unit ACB Number Number Date Date Own Number Status Date Purchase [**] [**] Type Model Maker Name First Name Code
-------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
13
Schedule F.2.a
AT&T Provided Leased Assets Now Owned by Amdocs
Contract No. 02026409
Amendment No. 02026409.A.010
Business Sched PO Start Ex Ser Ret Whole Last Site
Unit ACB Number Number Date Date Own Number Status Date Purchase [**] [**] Type Model Maker Name First Name Code
-------- ---- ------ ------ ----- ---- ---- ------ ------ ---- -------- ---- ---- ---- ----- ----- ----- ----- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
14
Software Agreements Globally Used within AT&T
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
AT&T REAL
YELLOW PAGES
LICENSEE
(SW); OWNER
/ LESSEE CAN ENTIRE
OTHER PARTY SW/HW/ (HW); AGR. BE AGR.
(VENDOR / SVC/ AGREEMENT AT&T PARTY TO RECIPIENT ASSIGNED? EFFECTIVE
SUPPLIER) DATA TYPE AGREEMENT TITLE AGREEMENT ID AGREEMENT (SERVICES) Y/N DATE
--------------- ------ --------- ----------------- ------------ ----------------- ------------- ---------- ----------
[**]
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission.
A total of 21 pages have been omitted
SOFTWARE AGREEMENTS USED BY DIRECTORY ONLY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
4
SOFTWARE AGREEMENTS USED BY DIRECTORY ONLY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
5
SOFTWARE AGREEMENTS USED BY DIRECTORY ONLY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
6
SOFTWARE AGREEMENTS USED BY DIRECTORY ONLY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
7
SOFTWARE AGREEMENTS USED BY DIRECTORY ONLY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
8
SOFTWARE AGREEMENTS USED BY DIRECTORY ONLY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
9
SOFTWARE AGREEMENTS USED BY DIRECTORY ONLY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
10
HARDWARE AGREEMENTS GLOBALLY USED WITHIN AT&T
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
11
HARDWARE AGREEMENTS USED BY DIRECTORY ONLY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
AGR.
EXPIRATION
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] DATE
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----------
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] 7/31/2000
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] 9/30/1999
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] Evergreen
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
12
HARDWARE AGREEMENTS USED BY DIRECTORY ONLY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
AGR.
EXPIRATION
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] DATE
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----------
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] 2/29/2004
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
13
Services Agreements Used by Directory
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
14
SERVICES AGREEMENTS USED BY DIRECTORY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
15
SERVICES AGREEMENTS USED BY DIRECTORY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
16
SERVICES AGREEMENTS USED BY DIRECTORY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
17
SERVICES AGREEMENTS USED BY DIRECTORY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
18
SERVICES AGREEMENTS USED BY DIRECTORY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
19
SERVICES AGREEMENTS USED BY DIRECTORY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
20
MASTER LEASE AGREEMENTS USED BY DIRECTORY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
21
FACILITIES-RELATED SERVICES AGREEMENTS USED BY DIRECTORY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
22
FACILITIES-RELATED SERVICES AGREEMENTS USED BY DIRECTORY
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
23
Publishers of Software Purchased by Directory
through Software House International, Inc.
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**]
---- ---- ---- ---- ----
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
24
Publishers of Software Purchased by Directory
through Software House International, Inc.
Schedule F.3
Third Party Services Contracts
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
25
THIRD PARTY SOFTWARE
Schedule F.4
Third Party Software
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**]
---- ---- ---- ---- ----
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
1
THIRD PARTY SOFTWARE
Schedule F.4
Third Party Software
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
2
THIRD PARTY SOFTWARE
Schedule F.4
Third Party Software
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
3
THIRD PARTY SOFTWARE
Schedule F.4
Third Party Software
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
4
THIRD PARTY SOFTWARE
Schedule F.4
Third Party Software
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
5
THIRD PARTY SOFTWARE
Schedule F.4
Third Party Software
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
6
THIRD PARTY SOFTWARE
Schedule F.4
Third Party Software
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
7
THIRD PARTY SOFTWARE
Schedule F.4
Third Party Software
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
8
THIRD PARTY SOFTWARE
Schedule F.4
Third Party Software
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**]
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
9
THIRD PARTY SOFTWARE
Schedule F.4
Third Party Software
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
10
THIRD PARTY SOFTWARE
Schedule F.4
Third Party Software
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**]
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
11
THIRD PARTY SOFTWARE
Schedule F.4
Third Party Software
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**]
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
12
THIRD PARTY SOFTWARE
Schedule F.4
Third Party Software
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**]
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RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
13
THIRD PARTY SOFTWARE
Schedule F.4
Third Party Software
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
14
THIRD PARTY SOFTWARE
Schedule F.4
Third Party Software
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
15
Schedule G
Service Levels
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE G
SERVICE LEVELS
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
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within those companies or for distribution outside those companies except by
written agreement.
Schedule G
Service Levels
Contract No. 02026409
Amendment No. 02026409.A.010
TABLE OF CONTENTS
1.0 GENERAL............................................................. 1
2.0 DEFINITIONS......................................................... 1
3.0 ATTACHMENTS......................................................... 1
4.0 REPORTING........................................................... 2
5.0 SERVICE LEVEL [**].................................................. 3
6.0 SINGLE INCIDENT/MULTIPLE FAILURES................................... 4
7.0 EARN BACK........................................................... 5
8.0 PRO-RATED TARGET PERIOD............................................. 5
9.0 ADDITIONS, DELETIONS, MODIFICATIONS AND NOTICE...................... 6
10.0 ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE LEVELS... 6
11.0 ADDITIONS AND DELETIONS OF KEY MEASUREMENTS......................... 8
12.0 CRITICAL DELIVERABLES............................................... 9
13.0 COMMENCEMENT OF OBLIGATIONS......................................... 10
14.0 COOPERATION......................................................... 10
15.0 CONTINUOUS IMPROVEMENT.............................................. 10
16.0 IMPROVEMENT PLAN FOR KEY MEASUREMENTS............................... 10
17.0 MEASURING TOOLS..................................................... 11
18.0 TIMES............................................................... 11
19.0 EXCEPTIONS.......................................................... 11
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
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written agreement.
i
Schedule G
Service Levels
Contract No. 02026409
Amendment No. 02026409.A.010
SERVICE LEVELS
1.0 GENERAL
This Schedule sets forth certain quantitative Critical Service Levels, Key
Measurements and Critical Deliverables against which Amdocs' performance shall
be measured. As of the applicable Commencement Date, Amdocs will perform the
Services at or above the performance levels described in this Schedule.
Service Levels outlined in Attachment A.b and B.b are applicable to the Services
being provided to the BAPCO Entities. These metrics shall be active and in
effect until the BAPCO Consolidation is complete. Upon BAPCO Consolidation the
Service Levels set forth in {Attachment B} apply for all Eligible Recipients.
2.0 DEFINITIONS
Terms used herein with initial capital letters shall have the respective
meanings set forth in the Agreement or its Schedules (including Attachment E to
this Schedule G).
3.0 ATTACHMENTS
The following Attachments are hereby incorporated by reference:
Attachment A: Service Level Matrix for Critical Service Levels and Key
Measurements
Attachment A.b: Service Level Matrix for Critical Service levels and Key
Measurements in support of Services provided to BAPCO Entities until completion
of Modernization.
Attachment B: Service Level Definitions
Attachment B.b: Service Level Definitions in support of Services provided to
BAPCO Entities until completion of Modernization.
Attachment C: Critical Deliverables
Attachment D: Measurement Tools and Methodologies
Attachment E: SLA Terms and Glossary
Attachment F: Help Desk Problem Classification and Response Time
Attachment G: Customer Service Request Problem Classification and Response Time
Attachment H: System Type Classification
Attachment I: [intentionally omitted]
Attachment J: [intentionally omitted]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
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1
Schedule G
Service Levels
Contract No. 02026409
Amendment No. 02026409.A.010
Attachment K: Project Process Deliverables
Attachment L: [intentionally omitted]
Attachment M: ADM Quality Measurements
Attachment N: Tier 1 & Tier 2 Online Schedule
Attachment O: [intentionally omitted]
Attachment P: [intentionally omitted]
Attachment Q: [intentionally omitted]
Attachment R: Lease Refresh Process
Attachment S: Conversion Quality Standards
Attachment T: Production Schedule for Batch Applications
Attachment U: [intentionally omitted]
Attachment V: Performance Action Committee
4.0 REPORTING
Unless otherwise specified in this Schedule, each Critical Service Level and Key
Measurement shall be measured and reported on a monthly basis beginning on the
Commencement Date. [**], Amdocs shall provide to AT&T, [**].
Amdocs shall provide [**], and Amdocs shall provide [**]during the Term.
Amdocs will [**] for which Amdocs [**] to Amdocs [**] meet the Service Levels
by:
1. Promptly [**];
2. Promptly [**];
3. Using [**]as soon as practicable;
4. Advising [**];
5. Providing [**]; and
6. Making [**].
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The information contained herein is for use by authorized employees of AT&T,
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written agreement.
2
Schedule G
Service Levels
Contract No. 02026409
Amendment No. 02026409.A.010
5.0 SERVICE LEVEL [**]
In the event of a Service Level Failure in respect of Critical Service Levels,
Amdocs shall [**]:
1. [**] the information required to calculate the Service Level [**] in the
event of a Service Level Failure of a Critical Service Level. For each Critical
Service Level Failure, Amdocs shall pay to AT&T, or credit against Monthly
Charges, subject to the limitations set forth herein, a Service Level [**]
that will be computed in accordance with the following formula:
[**]
For example, assume that Amdocs fails to meet the Minimum Service Level for a
Critical Service Level; [**]; and the applicable Service Level [**]:
[**]
2. If more than [**].
3. In no event shall the amount of Service Level [**].
4. [**], Amdocs shall notify AT&T in writing of any Service Level Failures
[**]such Service Level Failures, which notice shall be [**]. The monthly reports
shall also describe [**] the month.
5. [**] Amdocs will be [**], subject to [**], shall be [**] for the month
following the completion of the [**]. For example, the amount [**], with respect
to Service Level Failures [**] shall be set forth [**].
6. [**] in the following circumstances:
- [**]
7. Where a [**], as the case may be, for multiple [**] of AT&T.
6.0 SINGLE INCIDENT/MULTIPLE FAILURES
If a single incident results in multiple Minimum Service Level Failures, the
Service Level failure related to the root cause of the problem will be used [**]
the root cause will follow the usual escalation pathway. The [**], or of Service
Level [**]. The Parties agree further that [**] such Minimum Service Level
Failures [**].
7.0 EARN BACK
With respect to any [**], Amdocs will have an [**]. If Amdocs [**] hereunder. If
such [**], then Amdocs shall [**] on Amdocs' invoice to AT&T for the [**].
Notwithstanding the preceding paragraph:
1) The [**], unless such failure occurs during a [**] below.
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The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
3
Schedule G
Service Levels
Contract No. 02026409
Amendment No. 02026409.A.010
2) Where a [**], as the case may be, for multiple [**], AT&T is [**] pursuant to
the [**] AT&T, then Amdocs shall [**] the failure in respect of [**].
8.0 PRO-RATED TARGET PERIOD
"Pro-Rated Target Periods" will be defined jointly by the Parties, in order to
allow for Transition Period activities, stabilization of the modernized Systems
upon Acceptance of the Modernization Milestones (each, a "Modernization
Pro-Rated Target Period") and stabilization of new Application Software upon
Acceptance (each, a New Application Pro-Rated Target Period). During the
Pro-Rated Target Periods, Amdocs will be [**].
In the event either Party is of the opinion that the Pro-Rated Target Period
should be extended for a period of time beyond the initially agreed upon period,
the Parties will meet and negotiate such extension, if any, in good faith.
Failure to meet a pro-rated (reduced) target during the Pro-Rated Target Period
shall only be considered a failure of the Expected Service Level and not a
failure of the Minimum Service Level during a Pro-Rated Target Period.
1. Transition Pro-Rated Target Periods: duration, impacted metrics and
associated pro-rated (reduced) targets to be mutually agreed upon
prior to the start of the Transition Period
Except as otherwise specified in this Schedule or agreed by the Parties,
"Modernization Pro-Rated Target Period" means [**] following Acceptance of a
Modernization Milestone. For each of the Modernization Pro-Rated Target Periods
associated with a conversion restricted to a single region or other unit of the
business (e.g., state), the Pro-Rated Target Period (and its relief from any
portion of Service Level [**]) shall apply [**].
New Application Pro-Rated Target Periods may be established in cases associated
with the implementation and installation of new Application Software. Such
Pro-Rated Target Periods, the impacted Service Levels and associated pro-rated
(reduced) targets will be mutually agreed upon by the Parties on a case-by-case
basis and established in advance of the implementation/installation.
9.0 ADDITIONS, DELETIONS, MODIFICATIONS AND NOTICE
New Performance Categories, Critical Service Levels, Service Level [**] and Key
Measurements (but not the At Risk Amount) may be added, deleted or modified
[**], as specified herein, subject to maintaining the Maximum Number of
Measurements. For example, additions or substitutions may occur in conjunction
with changes to the environment and the introduction of new Equipment or
Software or means of Service delivery; provided, however, that where such
Equipment or Software or means of Service delivery is a replacement or upgrade
of existing technology, there shall be a presumption of equivalent or improved
performance.
AT&T will send written notice to Amdocs at least [**] prior to the effective
date of the: additions, deletions or modification to Performance Categories;
additions, deletions or modifications to Service Levels, which include the
movement of Critical Service Levels to Key Measurements or Key Measurements to
Critical Service Levels; or modifications to Service Level [**]. AT&T may send
only one such notice, [**]. Such notice shall include changes necessary to
accommodate the addition of new Performance Categories.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
4
Schedule G
Service Levels
Contract No. 02026409
Amendment No. 02026409.A.010
10.0 ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE LEVELS
AT&T may add, modify or delete Critical Service Levels as follows: MPAA
1. Additions. Expected Service Levels, Minimum Service Levels and Premium
Service Levels associated with added Critical Service Levels will be computed as
follows:
1.1. [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
1.2. In setting the Expected Service Level, Minimum Service Level or Premium
Service Level for any Critical Service, if either Party is of the opinion that
one of more Service Periods should be disregarded due to it being significantly
higher or lower than the rest of the other Service Periods, then the Parties
will negotiate in good faith to consider disregarding such Service Periods in
establishing the associated targets. If any Service Periods are excluded from
the determination of an Expected Service Level, Minimum Service Level or Premium
Service Level pursuant to the preceding sentence, then the relevant Measurement
Period shall be a minimum of [**] of data from the [**].
1.3. Amdocs shall begin providing monthly measurements [**] after Amdocs'
receipt of AT&T's written request and subject to agreement on such measurements
in accordance with the Change Control Procedures.
1.4. Notwithstanding the foregoing, upon the introduction of a new Application,
other than Modernization Services, by AT&T, the Expected Service Level, Minimum
Service Level and Premium Service Level for the Availability of such
Applications should be as defined in the new Application Order. Following
installation, Amdocs shall [**]. Amdocs shall be entitled to a New Application
Pro-Rated Target Period as defined in Section 8.0. At the end of [**], the
Expected Service Level, Minimum Service Level, and Premium Service Level shall
be [**] in accordance with Section 15 - Continuous Improvement.
1.5. Premium Service Levels will be calculated for the current set of existing
Service Levels, defined in Schedule G Attachment A, upon [**]. Premium Service
Levels for existing quarterly Service
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
5
Schedule G
Service Levels
Contract No. 02026409
Amendment No. 02026409.A.010
Levels and/or those Service Levels that do not have at least [**] will be
negotiated in good faith by the Parties.
1.6. In the event the Service Levels calculated in accordance with the preceding
paragraph 1.1 would have an [**], Amdocs will reasonably [**] to AT&T; in such
event, the Parties shall attempt in good faith to agree during a [**] on an
adjustment to such added Expected Service Level and a Minimum Service Level. In
the event the Parties cannot come to an agreement on such adjusted levels, [**].
1.7. Subject to Article 7 of the Agreement, Critical Service Levels will be
maintained with the implementation of the Modernization unless otherwise agreed
by the Parties.
2. Modifications. AT&T may modify the Service Level [**] for Critical Service
Levels and may designate existing Critical Service Levels as Key Measurements
and promote existing Key Measurements to Critical Service Levels. AT&T may make
changes to the Service Level [**] for any Critical Service Level within the
Performance Category including changes necessary to accommodate the addition or
deletion of Critical Service Levels or Key Measurements.
3. Deletions. AT&T may delete Critical Service Levels.
4. Impact of Additions, Modifications and Deletions of Critical Service Levels
on Service Level [**]. When adding, modifying or deleting a Critical Service
Level, [**]. If AT&T adds a Critical Service Level [**] the Service Level [**].
11.0 ADDITIONS AND DELETIONS OF KEY MEASUREMENTS
AT&T may add or delete Key Measurements as follows:
1. Additions. Expected Service Levels and Minimum Service Levels associated with
added Key Measurements will be computed as follows:
1.1. [**] Amdocs provided service measurements exist for a particular Service
the table below will be used to [**] Expected Service Level and Minimum Service
Levels:
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
6
Schedule G
Service Levels
Contract No. 02026409
Amendment No. 02026409.A.010
1.2. In setting the Expected Service Level and Minimum Service Level for any Key
Measurement, if either Party feels one of more Service Periods should be
disregarded due to it being significantly higher or lower than the rest of the
other Service Periods, then the Parties will negotiate in good faith to consider
disregarding such Service Periods in establishing the associated targets. If any
Service Periods are excluded from the determination of a Expected Service Level
and Minimum Service Level pursuant to the preceding sentence, then the relevant
Measurement Period shall be a minimum of [**] of data from the [**].
1.3. Amdocs shall [**] in accordance with the Change Control Procedures.
1.4. Notwithstanding the foregoing, upon the introduction of a new Application,
other than Modernization Services, by AT&T, the Expected Service Level and
Minimum Service Level for the Availability of such Applications should be as
defined in the new Application Order. Following installation, Amdocs shall [**].
At the end of [**], the Expected Service Level and Minimum Service Level shall
be [**] in accordance with paragraph 1.1 of this Section 11.
1.5. Subject to Article 7 of the Agreement, Key Measurements will be maintained
with the implementation of the Modernization unless otherwise agreed by the
Parties.
1.6. Deletions. AT&T may delete Key Measurements.
1.7. In the event the Service Levels calculated in accordance with the preceding
paragraph 1.1 would have an [**], Amdocs will reasonably [**] to AT&T; in such
event, the Parties shall attempt in good faith to agree during a thirty (30) day
period on an adjustment to such added Expected Service Level and a Minimum
Service Level. In the event the Parties cannot come to an agreement on such
adjusted levels, [**].
12.0 CRITICAL DELIVERABLES
Schedule G - Attachment C sets forth the [**] in the event the Amdocs [**] as
specified in Schedule G -Attachment C. [**] shall not be included in the [**].
The [**] charges for the month following the month during which [**]. For
example, the [**] shall be set forth in the invoice [**].
13.0 COMMENCEMENT OF OBLIGATIONS
The obligations set forth herein shall commence on the Commencement Date or as
otherwise specified in Attachment A referencing the column "Com + mos**". The
numbers used in the column "Com + mos**" are in the format where "X" represents
the number of months after the Commencement Date when Amdocs will be responsible
to provide measurement data in support of the Critical Service Levels. Amdocs
will [**], after the applicable Grace Period.
14.0 COOPERATION
The achievement of Service Levels may require the coordinated, collaborative
effort of Amdocs with third parties. Amdocs will provide a single point of
contact for the prompt resolution of all Service Level Failures, regardless of
whether the reason for such Service Level Failures was caused by Amdocs.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
7
Schedule G
Service Levels
Contract No. 02026409
Amendment No. 02026409.A.010
15.0 CONTINUOUS IMPROVEMENT
Critical Service Levels and Key Measurements will be modified at the end of each
Contract Year during the Term as follows for Expected Service Levels, Minimum
Service Levels and Premium Service Levels.
1. Each Expected Service Level, Minimum Service Level and Premium Service Level
will be reset to [**] subject to the limitation set forth in paragraph 2 of this
Section 15.
2. In no event shall [**] Level, Minimum Service Level or Premium Service Level
[**]. In addition, the Minimum Service Level [**] from a practical perspective.
As an example, [**].
3. At the end of each Contract Year, the Parties will review the Critical
Service Levels and Key Measurements to identify any service [**]. In the event
the Parties so agree, for such service [**] would be maintained.
4. Continuous Improvement shall apply [**]. Amdocs will maintain [**].
16.0 IMPROVEMENT PLAN FOR KEY MEASUREMENTS
[**], Amdocs shall provide AT&T with [**] the Expected Service Level or the
Minimum Service Level for the Key Measurement, [**]. The Parties shall [**].
Amdocs shall [**]. A Key Measurement that is [**] a Critical Service Level will
[**] (without regard to the timing restraints of Section 9.0).
17.0 MEASURING TOOLS
As of the Commencement Date, Amdocs will use [**] the Critical Service Levels
and Key Measurements designated. [**] prior to the commencement date [**].
If, after the Commencement Date [**], Amdocs desires to [**], Amdocs shall
provide written notice to AT&T, in which event the Parties will [**] as
necessary [**]; provided, however, if the Parties [**], Amdocs will [**] by the
Parties. It is not anticipated that [**] Service Levels; rather, [**].
18.0 TIMES
Unless otherwise set forth herein, all references in this Schedule to times
shall refer to local times of applicable location.
19.0 EXCEPTIONS
Without derogating from the provisions of Section 10.2 of the Agreement, Amdocs
shall not be responsible for a failure to meet any Service Level to the extent
that such failure is directly attributable to any of the following:
1. [**], for which [**];
2. [**] in advance that [**] such Service Level [**];
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
8
Schedule G
Service Levels
Contract No. 02026409
Amendment No. 02026409.A.010
3. Circumstances that excuse performance in connection with a Force Majeure
Event as specified in Section 18.1 of the Agreement;
4. Execution of the Business Continuity Plan in support of an AT&T declared
disaster.
5. The acts or omissions of any third party supplier of AT&T, vendor of AT&T,
or other contractor of AT&T, unless they are operating as a Subcontractor
of Amdocs or under Amdocs' instruction.
6. AT&T's refusal to implement additional hardware and/or software for which
AT&T is financially and operationally responsible, of which Amdocs has
provided AT&T at least thirty days prior notice (including Amdocs'
inability to meet Service Levels), and has provided AT&T enough time to
comply.
Any other case which may require an exception or escalation will be handled
using the escalation procedures defined in Schedule E - Part 5.
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The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
9
Schedule G, Attachment A
Critical Service Levels
Contract No. 02026409
Amendment No. 02026409.A.010
[**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
1
Schedule G, Attachment A
Critical Service Levels
Contract No. 02026409
Amendment No. 02026409.A.010
[**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
2
Schedule G, Attachment A
Key Measurements
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**]
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RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
3
Schedule G, Attachment A
Key Measurements
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
4
Schedule G, Attachment A.b
Critical Service Levels
Contract No. 02026409
Amendment No. 02026409.A.010
Schedule A.b
Critical Service Levels
Key Measurements
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
1
Schedule G, Attachment A.b
BAPCO Entities Critical Service Levels
Contract No. 02026409
Amendment No. 02026409.A.010
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RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
2
Schedule G, Attachment A.b
BAPCO Entities Key Measurements
Contract No. 02026409
Amendment No. 02026409.A.010
KEY MEASUREMENTS
[**] [**]
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RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
3
Schedule G, Attachment B
Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE G
ATTACHMENT B
SERVICE LEVEL DEFINITIONS
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Schedule G, Attachment B
Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
TABLE OF CONTENTS
I. CRITICAL SERVICE LEVELS: 1
A. PERFORMANCE CATEGORY -ADM 1
B. [**]
C. PERFORMANCE CATEGORY - HELP DESK 4
D. PERFORMANCE CATEGORY - MAINFRAME 6
E. PERFORMANCE CATEGORY - CLIENT SERVER
F. PERFORMANCE CATEGORY -GOVERNANCE AND CROSS FUNCTIONAL
G. CRITICAL ONE-TIME DELIVERABLES
II. KEY MEASUREMENTS 11
A. PERFORMANCE CATEGORY -ADM 11
B. PERFORMANCE CATEGORY - HELP DESK 12
C. PERFORMANCE CATEGORY - MAINFRAME
D. PERFORMANCE CATEGORY - CLIENT SERVER 13
E. PERFORMANCE CATEGORY - END USER - DESKTOP/LAPTOP 13
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
i
Schedule G, Attachment B
Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
I. CRITICAL SERVICE LEVELS:
This Section sets forth-qualitative descriptions of the Critical Service
Levels that AT&T considers important to its business operations. The
numerical Minimum Service Levels and Expected Service Levels associated
with such Critical Service Levels are set forth in Schedule G - Attachment
A. Subject to the other provisions of Schedule G, Amdocs' obligation with
respect to the Service Levels and Deliverables specified in this Schedule
is to meet or exceed the Services Levels set forth in Schedule G -
Attachment A.
AT&T does [**] for all Tier 1 and Tier 2 Applications. Amdocs will be
responsible [**] identified to the Schedule G - Attachment N within [**] of
the term of the Agreement. For the [**] it is expected that they currently
meet the defined Expected and Minimum Service Levels. In case of
discrepancies the issue will be resolved in accordance with Section 7.2 of
the Agreement.
A. PERFORMANCE CATEGORY -ADM
GENERAL:
Generally, in the ADM category, Tier 1 and Tier 2 Applications are defined
in Schedule B. The AT&T Governance team will approve the modifications to
the AT&T Tier 1 and Tier 2 Online Schedule and Batch Schedules.
For purposes of calculating, outages shall be measured directly through the
Problem Ticketing Systems and system log files and scheduling software. If
times are not recorded in the Problem Ticketing system or are disputed,
system logs will be utilized to calculate total Downtime.
B. [**]
This metric definition is being maintained in the Policy and Procedures
Manual. See Section 4.1.1, Service Level Agreement Metrics, and Xxxxxxx 00,
Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments (Attachments 99.01 -
99.nn).
1. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Schedule G, Attachment B
Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
2. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
3. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
4. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
5. [**]
The Key Business Deliverables Service level is directly related to any
System outage that will cause a missed scheduled delivery of any of
the following Deliverables. Any measurement is subject to a [**] root
cause analysis before the determination of a Service Level [**].
[**]
The AT&T Governance Team may add, remove, and modify the key business
Deliverables [**]every year through the term of the Agreement as part
of the [**] review and changes of the SLA using the procedures defined
in Schedule G. Any measurement or Deliverable that is changed by the
Governance Team will [**].
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
2
Schedule G, Attachment B
Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
MEASUREMENT
The calculation for this metric is defined as:
[**]Or simplified:
[**]This metric definition is being maintained in the Policy and
Procedure Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
6. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
7. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
8. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
9. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
10. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
3
Schedule G, Attachment B
Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
11. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
12. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
13. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
C. PERFORMANCE CATEGORY - HELP DESK
GENERAL: Unless otherwise indicated, all of the Critical Service Levels
shall be measured as an [**] Measurement Window set forth on Schedule G -
Attachment A.
PROBLEM TICKET CREATION With one exception, all problem tickets are
initiated by a call to the Help Desk. The exception occurs when Operations
personnel open problem tickets when they encounter production or other
problems. For purposes of service level measurements, problem tickets will
include all problem tickets initiated by Amdocs Operations Personnel
Problem Ticket Classification Criteria (Performed by Help Desk) - The
Helpdesk (and Operations personnel initiating problem tickets) will use the
criteria defined in Schedule G Attachment F to classify problem tickets as
standard, high or critical priority.
1. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
Response times for Critical, High, and Standard Priorities are defined
in Schedule G Attachment F
2. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
Response times for Critical Priority is defined in Schedule G,
Attachment F.
3. [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
4
Schedule G, Attachment B
Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
Response times for High Priority is defined in Schedule G Attachment F
4. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
Response times for Standard Priority is defined in Schedule G -
Attachment F.
5. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
Close times for Critical Priority is defined in Schedule G Attachment
F.
6. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
Close times for High Priority is defined in Schedule G - Attachment F.
7. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
Close times for Standard Priority is defined in Schedule G -
Attachment F.
8. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
5
Schedule G, Attachment B
Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
9. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
10. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
11. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
12. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
D. PERFORMANCE CATEGORY - MAINFRAME
GENERAL: The intent of this Critical Service Level under this Section is to
address AT&T's concern that Amdocs provide responsiveness in the support of
the Mainframe environment as it relates to system and database
availability, execution of AT&T's backup processes and the provisioning of
print/output to the appropriate print or data file location.
1. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
E. [**]
GENERAL: The intent of this Critical Service Level under this Section is to
address [**].
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
6
Schedule G, Attachment B
Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
1. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
2. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
3. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
4. PERFORMANCE CATEGORY - END USER - DESKTOP/LAPTOP:
GENERAL: The intent of the Critical Service Levels under this Section is to
address AT&T's [**]..
Projects are generally defined as any Customer Service Request that
requires 10 or more installations, moves, adds or changes. Procurement of
Equipment and Third-Party Software necessary for project completion shall
be integrated into each project's schedule. Procurement-related tasks,
including estimated shipping lead times, shall be included in each project
plan. Such tasks shall include, but not be limited to, solicitation of
competitive bids from third-party vendors, submission of orders to
third-party vendor(s), receipt of ordered materials, and other tasks deemed
appropriate by the AT&T and Amdocs members on each project team. AT&T and
Amdocs shall agree upon the specific items and quantities of Equipment and
Third-Party Software to be ordered in support of each project. Those
Customer Service Requests that are less than 10 shall be treated as
business as usual and not part of a project. The entire Customer Service
Request for IMACs is described in Schedule G - Attachment G.
5. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
7
Schedule G, Attachment B
Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
6. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
7. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
8. [**]This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
F. [**]
1. GOVERNANCE REPORTS (NOT DELIVERED ON TIME).
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
G. [**]
This Section sets forth certain obligations of Amdocs regarding
Critical Deliverables. Unless otherwise agreed to by the Disaster
Recovery and Business Continuity Governance Committee chairpersons and
documented in a formal Minutes of Meeting, Amdocs shall provide each
Critical Deliverable set forth in Schedule G - Attachment C on or [**]
after the Commencement Date.
1. [**]
GENERAL: The intent of the Critical Deliverable under this Section is
to address Amdocs' responsibilities with regard to [**] of AT&T. While
AT&T [**] Disaster Recovery and Business Continuity Plan, Amdocs will
be [**], as outlined in the Cross Functional - General Statement of
Work. Amdocs will [**] and, if needed, use the Disaster Recovery Plans
to rapidly recover from any disasters.
After the commencement date, Amdocs will be required to [**]. [**]
2. [**]
After Amdocs [**] capability for Systems as described in [**], Amdocs
will need to [**] as is outlined in Cross Functional General Services
Statement of Work, Section 10 (Business Continuity and Disaster
Recovery Services).
a) [**]
Amdocs shall, [**] the Disaster Recovery Plan by establishing joint
test objectives with AT&T designed to verify that Amdocs supplied
services will be available within the identified recovery timeframes.
The test objectives and milestones for the recovery test will be
coordinated and agreed to by AT&T and Amdocs.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
8
Schedule G, Attachment B
Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
[**] to by AT&T and Amdocs and documented in the Disaster Recovery and
Business Continuity Plan.
b) [**]
As outlined in [**], should Amdocs [**] as defined in the [**],
Amdocs shall [**] Disaster Recovery objectives and milestone(s) within
[**].
3. [**]
After Amdocs [**] capability for Systems as described in [**]. Amdocs
will need to [**] as is outlined in Cross Functional General Services
Statement of Work, Section 10 Business (Continuity and Disaster
Recovery Services).
a) [**]
Amdocs shall, [**] the Disaster Recovery Plan by establishing joint
test objectives with AT&T designed to verify that Amdocs supplied
services will be available within the identified recovery timeframes.
The test objectives and milestones for the recovery test will be
coordinated and agreed to by AT&T and Amdocs.
[**] to by AT&T and Amdocs and documented in the Disaster Recovery and
Business Continuity Plan.
b) [**]
As outlined in [**], should Amdocs [**] as defined in the [**], Amdocs
shall [**] Disaster Recovery objectives and milestone(s) [**].
4. [**]
After Amdocs [**] capability for Systems as described in [**]. Amdocs
will need to [**] as is outlined in CROSS FUNCTIONAL GENERAL SERVICES
STATEMENT OF WORK, SECTION 10 (BUSINESS CONTINUITY AND DISASTER
RECOVERY SERVICES).
a) [**]
Amdocs shall, [**] the Disaster Recovery Plan by establishing joint
test objectives with AT&T designed to verify that Amdocs supplied
services will be available within the identified recovery timeframes.
The test objectives and milestones for the recovery test will be
coordinated and agreed to by AT&T and Amdocs.
[**] to by AT&T and Amdocs and documented in the Disaster Recovery and
Business Continuity Plan.
b) [**]
As outlined in [**], should Amdocs [**] as defined in the [**], Amdocs
shall [**] Disaster Recovery objectives and milestone(s) within [**].
5. [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
9
Schedule G, Attachment B
Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
After Amdocs [**] capability for Systems as described in [**]. Amdocs
will need to [**] as is outlined in CROSS FUNCTIONAL GENERAL SERVICES
STATEMENT OF WORK, IN SECTION 10 (BUSINESS CONTINUITY AND DISASTER
RECOVERY SERVICES).
a) [**]
Amdocs shall, [**] the Disaster Recovery Plan by establishing joint
test objectives with AT&T designed to verify that Amdocs supplied
services will be available within the identified recovery timeframes.
The test objectives and milestones for the recovery test will be
coordinated and agreed to by AT&T and Amdocs.
[**] to by AT&T and Amdocs and documented in the Disaster Recovery and
Business Continuity Plan.
b) [**]
As outlined in [**], should Amdocs [**] as defined in the [**], Amdocs
shall [**] Disaster Recovery objectives and milestone(s) [**].
6. [**]
After Amdocs [**] capability for Systems as described in [**]. Amdocs
will need to [**] as is outlined in CROSS FUNCTIONAL GENERAL SERVICES
STATEMENT OF WORK, SECTION 10 (BUSINESS CONTINUITY AND DISASTER
RECOVERY SERVICES).
a) [**]
Amdocs shall, [**] the Disaster Recovery Plan by establishing joint
test objectives with AT&T designed to verify that Amdocs supplied
services will be available within the identified recovery timeframes.
The test objectives and milestones for the recovery test will be
coordinated and agreed to by AT&T and Amdocs.
[**] to by AT&T and Amdocs and documented in the Disaster Recovery and
Business Continuity Plan.
b) [**]
As outlined in [**], should Amdocs [**] as defined in the [**],
Amdocs shall [**] Disaster Recovery objectives and milestone(s) within
[**].
7. [**]
After Amdocs [**] capability for Systems as described in [**], Amdocs
will need to [**] as is outlined in CROSS FUNCTIONAL GENERAL SERVICES
STATEMENT OF WORK, SECTION 10 (BUSINESS CONTINUITY AND DISASTER
RECOVERY SERVICES).
a) [**]
Amdocs shall, [**] the Disaster Recovery Plan by establishing joint
test objectives with AT&T designed to verify that Amdocs supplied
services will be available within the identified
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
10
Schedule G, Attachment B
Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
recovery timeframes. The test objectives and milestones for the
recovery test will be coordinated and agreed to by AT&T and Amdocs.
[**] to by AT&T and Amdocs and documented in the Disaster Recovery and
Business Continuity Plan.
[**]
As outlined in [**], should Amdocs [**] as defined in the [**], Amdocs
shall be [**] Disaster Recovery objectives and milestone(s) [**].
8. [**]
After Amdocs [**] capability for Systems as described in [**], Amdocs
will need to [**] as is outlined in CROSS FUNCTIONAL GENERAL SERVICES
STATEMENT OF WORK, SECTION 10 (BUSINESS CONTINUITY AND DISASTER
RECOVERY SERVICES).
[**]
Amdocs shall, [**] the Disaster Recovery Plan by establishing joint
test objectives with AT&T designed to verify that Amdocs supplied
services will be available within the identified recovery timeframes.
The test objectives and milestones for the recovery test will be
coordinated and agreed to by AT&T and Amdocs.
[**] to by AT&T and Amdocs and documented in the Disaster Recovery and
Business Continuity Plan.
[**]
As outlined in [**], should Amdocs [**] as defined in the [**], Amdocs
shall [**]Disaster Recovery objectives and milestone(s) [**].
II. KEY MEASUREMENTS
The following Key Measurements are included for the purposes of
measuring Amdocs' performance of the Outsourcing Services that AT&T
considers important to its business operations. The numerical Minimum
Service Levels and Expected Service Levels associated with such
Critical Service Levels are set forth in Schedule G - Attachment A.
Subject to the other provisions of Schedule G, Amdocs' obligation with
respect to Key Measurements specified in this Schedule is to meet or
exceed the Services Levels set forth in Schedule G - Attachment A.
A. PERFORMANCE CATEGORY -ADM
GENERAL: The intent of the Key Measurement under this Section is to
address AT&T's [**].
1. [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
11
Schedule G, Attachment B
Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
2. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
3. [**].
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
3. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
B. PERFORMANCE CATEGORY - HELP DESK
GENERAL: Unless otherwise indicated, all of the Critical Service Levels
shall be measured as an [**] during the applicable Measurement Window set
forth on Schedule G - Attachment A
1. [**].
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
2. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
C. [**]
GENERAL: The intent of the Critical Service Levels under this Section is to
address AT&T's [**].
1. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
12
Schedule G, Attachment B
Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
D. PERFORMANCE CATEGORY - CLIENT SERVER
1. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
2. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
3. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
E. PERFORMANCE CATEGORY - END USER - DESKTOP/LAPTOP
GENERAL: The intent of the Critical Service Levels under this Section is to
address AT&T's [**]. Subject to the requirements of this Section, Amdocs
shall provide this service as described below to meet or exceed the Service
Levels set forth in Schedule G - Attachment A.
1. NON-STANDARD AT&T SOFTWARE AND HARDWARE
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
2. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
3. [**]
This metric definition is being maintained in the Policy and
Procedures Manual. See Section 4.1.1, Service Level Agreement Metrics,
and Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxxxx (XXX) Attachments
(Attachments 99.01 - 99.nn).
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
13
Schedule G, Attachment B.b
BAPCO Entities Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE G
ATTACHMENT B.B
BAPCO ENTITIES SERVICE LEVEL DEFINITIONS
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
1
Schedule G, Attachment B.b
BAPCO Entities Service Level Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
BAPCO ENTITIES SERVICE LEVEL DEFINITIONS
Unless otherwise noted, all target times are Eastern Time.
CRITICAL SERVICE LEVELS
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
2
Schedule G, Attachment C
Critical Deliverables
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and
Affiliates only and is not for distribution inside or outside of those companies
except by written agreement.
1
Schedule G, Attachment F
Help Desk Problem Classification and Response Time
Contract No. 02026409
Amendment No. 02026409.A.010
HELP DESK PROBLEM CLASSIFICATION AND RESPONSE TIMES
HELP DESK PROBLEM TICKETS
The following list is designed to help guide Help Desk personnel on how to
classify problem tickets with the correct priority when an end user calls in to
the Help Desk with a problem. All problem tickets issued by the Help Desk deal
with system (Mainframe, Server, Desktop, Laptop), network, Data Base or
Application problems or issues. The Help Desk does not initiate Customer Service
Requests related to adds, moves, changes, deletes and installations (IMACs).
Computer Operations personnel can open problem tickets related to production
issues. The use of the term Help Desk, includes Operations personnel that open
Help Desk problem tickets. There are three general categories of Help Desk
problem tickets: Standard Priority, High Priority, and Critical Priority.
DEFINITIONS:
STANDARD PRIORITY
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
1
Schedule G, Attachment H
System Type Classification
Contract No. 02026409
Amendment No. 02026409.A.010
SYSTEM TYPE CLASSIFICATION
[**] [**] [**]
[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
[**]
[**]
[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**]
[**]
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[**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement.
1
Schedule G, Attachment S
Conversion Quality Standards
Contract No. 02026409
Amendment No. 02026409.A.010
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Schedule H
Transition Plan
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE H
TRANSITION PLAN
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
Schedule H
Transition Plan
Contract No. 02026409
Amendment No. 02026409.A.010
TABLE OF CONTENTS
1.0 Transition Plan ........................................................ 1
1.1 Issue Management ................................................... 1
2.0 Organization Plan ...................................................... 1
2.1 Organization Analysis .............................................. 1
2.1.1 Commencement Date Organization Chart ......................... 1
2.1.2 Commencement Date Assignments ................................ 2
2.2 Facilities Management Plan ......................................... 2
2.2.1 Work Assignment Locations .................................... 2
2.2.2 Office Space ................................................. 2
3.0 COMMUNICATION Plan ..................................................... 2
3.1 Internal Communications ............................................ 2
3.1.1 Develop Support Network ...................................... 2
3.1.2 Prepare Materials ............................................ 2
3.1.3 Present Materials/Conduct Meeting ............................ 2
3.1.4 Conduct Follow-up Question and Answer Sessions ............... 3
3.2 External Communications ............................................ 3
3.2.1 Prepare Materials ............................................ 3
3.2.2 Present Materials/Conduct Meeting ............................ 3
4.0 HUMAN RESOURCE PLANS ................................................... 3
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
5.0 Governance ............................................................. 4
5.1 Team Members ....................................................... 4
5.2 Policy and Procedures Manual ....................................... 4
5.3 Interim Performance Management ..................................... 4
5.3.1 Policies and Procedures ...................................... 4
5.3.2 Supporting Schedules ......................................... 4
5.4 Interim Financial Management ....................................... 5
5.4.1 Policies and Procedures ..................................... 5
5..4.2 Supporting Schedules ........................................ 5
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
i
Schedule H
Transition Plan
Contract No. 02026409
Amendment No. 02026409.A.010
5.5 Interim Contract Management ........................................ 5
5.5.1 Policies and Procedures ...................................... 5
5.6 Interim Relationship Management .................................... 6
5.6.1 Policies and Procedures ...................................... 6
5.6.2 Supporting Schedules ......................................... 6
5.7 Satisfaction Surveys ............................................... 6
6.0 Assignment of assets, licenses, Leases and related agreements .......... 6
6.1 Assignments and Assumptions of Software Licenses, Equipment Leases
and Third Party Contracts .......................................... 6
Per Section 6.7 of the Agreement ................................... 6
6.2 Items not Assignable by Commencement Date .......................... 6
Per Section 6.7 of the Agreement ................................... 6
6.3 Assignment of Assets ............................................... 6
7.0 Enhancement Plans ...................................................... 6
7.1 Project Transition/Handoff ......................................... 7
7.2 Change (WRF) Process ............................................... 7
7.3 Prioritization Process ............................................. 7
7.4 Resource Allocations ............................................... 7
7.5 Communication ...................................................... 7
8.0 AT&T access TO SoFTWARE ................................................ 7
9.0 modernization .......................................................... 7
9.1 Project Governance - Detailed plans for this activity will be
completed during the Transition period ............................. 7
9.1.1 Team Definition .............................................. 7
9.1.2 Modernization Committee ...................................... 7
9.1.3 Application/Business Area Teams .............................. 7
9.1.4 Operations Teams ............................................. 7
9.2 Work Plan/Schedule ................................................. 7
9.3 Strategies ......................................................... 8
9.3.1 Reengineering ................................................ 8
9.3.2 Requirements ................................................. 8
9.3.3 Testing ...................................................... 8
9.3.4 Deployment ................................................... 8
9.4 Design Sessions .................................................... 8
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
ii
Schedule H
Transition Plan
Contract No. 02026409
Amendment No. 02026409.A.010
1.0 TRANSITION PLAN
This Schedule H contains the framework from which transition procedures, plans,
and activities will be documented. [**] after the Effective Date, Amdocs shall
prepare and deliver to AT&T for AT&T's review, comment and approval a detailed
work plan based on and consistent with the Transition Plan pursuant to the
Agreement Section 4.3.b. Such detailed work plan shall become a part of the
Transition Plan and be incorporated therein. During the Transition Period, the
parties will complete, in a manner satisfactory to both parties, the transition
activities described herein. Simultaneously, the AT&T team will continue their
close review of the Schedules and Exhibits to the Agreement, and make suggested
corrections and clarifications.
[**], AT&T and Amdocs will provide resources to form a Joint Transition Team.
The Joint Transition Team is a temporary organization structure that will cover
the period of time between Effective Date and the Commencement Date. The Joint
Transition Team will consist of a Joint Steering Committee, Joint Management
Team, and transition sub-teams, as defined by both Parties. The Joint Transition
Team will continue the close review of the Schedules and Exhibits to the
Agreement, begin preparing the detailed transition plan, execute
pre-Commencement tasks, and activate the Governance Team structure and process.
The Joint Transition Team will be replaced by the Governance Team structure on
the Commencement Date, as outlined in Part 5 of SCHEDULE E.
1.1 ISSUE MANAGEMENT
Any issues or discrepancies that arise after the Effective Date and prior to the
Commencement Date will be escalated for review and resolution to the next level
of transition management as follows:
- Joint Transition Management Team. Members to be identified on or
before the Effective Date. If unresolved, escalate to:
- Joint Transition Steering Committee. Members to include senior
management from AT&T and Amdocs. If unresolved, escalate to:
- AT&T Executive and Amdocs Executive.
Issue management, post Commencement and after formation of the AT&T Governance
Team, will follow the escalation process set forth in Part 5 of SCHEDULE E.
2.0 ORGANIZATION PLAN
2.1 ORGANIZATION ANALYSIS
2.1.1 COMMENCEMENT DATE ORGANIZATION CHART
[**], the Parties will develop Interim Performance Management Procedures,
Interim Financial Management Procedures, Interim Contract Management
Procedures, Interim Relationship Management Procedures (as described below)
as well as other interim management procedures. Amdocs will perform a gap
analysis comparing Commencement Date and pre-Commencement Date IT
processes. The gap analysis will serve as a vital input into finalizing a
Commencement Date Organization Chart, which must be completed [**] the
Commencement Date. Organization units, teams, jobs, roles
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
1
Schedule H
Transition Plan
Contract No. 02026409
Amendment No. 02026409.A.010
and number of required full time equivalents will be documented on the
Organization Chart with a clear depiction of reporting relationships. Any
changes between the Pre-Commencement Date Organization Chart and the
Commencement Date Organization Chart [**].
2.1.2 COMMENCEMENT DATE ASSIGNMENTS
AT&T will assign each Transitioned Employee and in-scope contractor to the
jobs depicted on the Commencement Date Organization Chart by the
Commencement Date and forwarded to Amdocs. AT&T will identify a subset of
Transitioned Employees as Key Amdocs Personnel (as described in SCHEDULE M
and SCHEDULE C).
2.2 FACILITIES MANAGEMENT PLAN
Detailed plans for this activity will be completed during the Transition Period.
2.2.1 WORK ASSIGNMENT LOCATIONS
2.2.2 OFFICE SPACE
3.0 COMMUNICATION PLAN
A general announcement, via conference call, will be given to all AT&T employees
(both in/out of scope) by the Executive VP & CIO-AT&T, [**], and the VP
Directory ITS, [**], on or around the Effective Date. Each AT&T director will
hold subsequent meetings separately with in-scope and out-of-scope employees,
after the general announcement, to address specific concerns and issues.
Employees on vacation or out of the office will be provided a call-in number to
attend the general announcement and will be directed by their managers on the
process for obtaining additional information.
3.1 INTERNAL COMMUNICATIONS
An employee information packet will be distributed to each employee listed on
SCHEDULE M and will be made available on an internal website. [**].
3.1.1 DEVELOP SUPPORT NETWORK
Direct reports to the VP Directory ITS ([**]) have been identified as the
support structure responsible for AT&T's activities in communicating the
announcement. These individuals will be responsible for scheduling and
conducting separate meetings with the in-scope and out-of-scope employees,
to further explain the impact and to discuss employee concerns.
3.1.2 PREPARE MATERIALS
Materials will be prepared according to an AT&T-approved plan.
3.1.3 PRESENT MATERIALS/CONDUCT MEETING
Material will be presented and meetings will be conducted according to an
AT&T-approved plan.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
2
Schedule H
Transition Plan
Contract No. 02026409
Amendment No. 02026409.A.010
3.1.4 CONDUCT FOLLOW-UP QUESTION AND ANSWER SESSIONS
Follow-up sessions will be conducted according to an AT&T-approved plan.
3.2 EXTERNAL COMMUNICATIONS
Material used for external communication will be developed by the AT&T Media
Relations group and Amdocs and approved by the AT&T Corporate Communication
group, prior to the announcement date. Delivery of the external message will be
synchronized with the delivery of the internal announcement and Amdocs'
announcement, one day after the Effective Date. Exact time will be agreed to by
the Parties.
3.2.1 PREPARE MATERIALS
Materials will be prepared according to an AT&T-approved plan.
3.2.2 PRESENT MATERIALS/CONDUCT MEETING
Material will be presented and meetings will be conducted according to an
AT&T-approved plan.
4.0 HUMAN RESOURCE PLANS
4.1 [**]
Amdocs will conduct on-site Benefit/Payroll Information and Q&A sessions after
the announcement date for [**]. Tentative plans call for an AT&T Benefits
representative to also be present.
4.2 [**]
[**] after the Effective Date. Employees will have [**]. Plans need to be
developed to address those employees that are out of town or unable to receive
the offer letters via US mail.
4.3 [**]
Per Section 8.1 of the Agreement.
4.4 [**]
Per Section 8.1(a)(1) of the Agreement.
4.5 [**]
Per Section 8.2 of the Agreement.
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
3
Schedule H
Transition Plan
Contract No. 02026409
Amendment No. 02026409.A.010
5.0 GOVERNANCE
5.1 TEAM MEMBERS
During the Transition Period, the Parties will form and name members of their
respective Governance Teams, as defined in SCHEDULE E, Part 5, and will document
the associated organization charts, description of functions performed, and
contact information.
5.2 POLICY AND PROCEDURES MANUAL
Amdocs will develop the Policy and Procedures Manual in accordance with Sections
9.1 and 9.3a of the Agreement and Schedule E Attachment 6 Section 2.0.
5.3 INTERIM PERFORMANCE MANAGEMENT
5.3.1 POLICIES AND PROCEDURES
A. Work Authorization Procedures - includes responsibilities and
procedures for the originator of work requests and overall review and
authorization processes.
B. Performance Monitoring and Reporting Procedures - includes procedures
to verify proper Service delivery on a day-to-day basis, including
internal reporting and reporting to AT&T.
C. With respect to Key Business Deliverables, AT&T shall provide Service
Level documentation [**]to Commencement Date.
D. Per Schedule G, Section 17, as of the Commencement Date, Amdocs will
use AT&T's existing measuring tools and methodologies set forth in
Attachment D for the Critical Service Levels and Key Measurements
designated. Tools for new Critical Service Levels and new Key
Measurements will be agreed upon by the parties and will be
implemented according to the Change Control Process prior to the
Commencement Date of the measurement.
E. Problem Management and Escalation Procedures - includes procedures to
identify problems, report and resolve problems, and escalate as
necessary.
F. Service Level Measurement and Reporting Procedures - includes
procedures to measure and report Service Levels to AT&T.
G. Per Schedule G, Section 4.0, unless otherwise specified in this
Schedule, each Critical Service Level and Key Measurement shall be
measured and reported on [**] the Commencement Date.
H. Project Management Procedures - includes methodologies and procedures
used to manage and report on Projects.
I. Per Schedule E Part 1 Section 2.1 provide mapping document to map
Amdocs Methodology to CMM Tier 2 prior to Commencement Date.
J. Change Management Procedures - includes procedures regarding changes
to the environment including the notification process, timing,
planning, authorization, and implementation.
5.3.2 SUPPORTING SCHEDULES
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
4
Schedule H
Transition Plan
Contract No. 02026409
Amendment No. 02026409.A.010
The following schedules will be documented in detail, reviewed and approved
during the transition period.
Schedule G - Attachment O: Backup Jobs Schedule
Schedule G - Attachment P: Print Output Production Schedule
Schedule G - Attachment Q: Standard Backup Procedures
Schedule G - Attachment T: Production Schedule For Batch Applications
Schedule G - Attachment U: Conversion Guidelines
Schedule G - Attachment D: Measurement Tools and Methodologies
Schedule R - Reports
5.4 INTERIM FINANCIAL MANAGEMENT
5.4.1 POLICIES AND PROCEDURES
A. Invoicing - includes procedures for invoicing and verification of
invoices by AT&T.
B. Charge back - includes procedures for charge back of costs related to
the Services and the overall Agreement to business units including
responsibilities and support by both Amdocs and the AT&T staff.
C. Budgeting - includes procedures for how Amdocs will assist AT&T with
the annual budgeting cycle including estimating potential projects,
review cycle, and responsibilities of Amdocs and AT&T staff.
D. Forecasting - includes procedures for forecast cost versus budget for
the Annual Development budget
E. Procurement - includes procedures for procurement Services where
Amdocs performs procurement on behalf of AT&T, as applicable,
including responsibilities and process for both AT&T staff and Amdocs.
F. Service Level [**] - includes procedures for [**].
5..4.2 SUPPORTING SCHEDULES
The following schedules will be documented in detail, reviewed and approved
during the Transition Period.
Schedule E.5.a - Managed Third Parties
Schedule F.3 - Third Party Services Contracts
Schedule O.3 - AT&T Provided Equipment
Schedule O.4 - AT&T Supplied Items and Equipment Specifications
5.5 INTERIM CONTRACT MANAGEMENT
5.5.1 POLICIES AND PROCEDURES
A. Contract Change Control - includes procedures regarding changes to the
Agreement, including changes to any Exhibit or Attachment including
notification period and process, authority levels, and escalation
procedures.
B. Reporting - includes procedures and activities regarding key standard
reports to be delivered by AT&T and requests for ad-hoc reports that
may from time to time be submitted to AT&T.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
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written agreement.
5
Schedule H
Transition Plan
Contract No. 02026409
Amendment No. 02026409.A.010
5.6 INTERIM RELATIONSHIP MANAGEMENT
5.6.1 POLICIES AND PROCEDURES
A. Customer Satisfaction Surveys - Process for conducting Customer
Satisfaction Surveys including procedures regarding action items and
attempts to resolve customer issues.
B. Client Facing - Procedures and responsibilities regarding the
relationship between Amdocs and AT&T staff including procedures
regarding communication and coordination regarding work requests,
Service delivery issues, budgeting and financial issues, etc.
C. End Users - Procedures and responsibilities regarding responding to
end user problems, requests, and questions.
D. Third Party Vendors - Procedures for interacting with third party
vendors, which may provide services, equipment, or software that are
ancillary to or support the overall delivery of Services.
5.6.2 SUPPORTING SCHEDULES
The following schedules will be documented in detail, reviewed and approved
during the Transition Period.
Schedule U - Amdocs Proposal
5.7 SATISFACTION SURVEYS.
Satisfaction surveys shall be conducted in accordance with the procedures and
timeframe as identified in Section 7.6 of the Agreement and Schedule Q.
6.0 ASSIGNMENT OF ASSETS, LICENSES, LEASES AND RELATED AGREEMENTS
6.1 ASSIGNMENTS AND ASSUMPTIONS OF SOFTWARE LICENSES, EQUIPMENT LEASES AND
THIRD PARTY CONTRACTS
PER SECTION 6.7 OF THE AGREEMENT
6.2 ITEMS NOT ASSIGNABLE BY COMMENCEMENT DATE
PER SECTION 6.7 OF THE AGREEMENT
6.3 ASSIGNMENT OF ASSETS
7.0 ENHANCEMENT PLANS
Detailed plans for this activity will be completed during the Transition Period.
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The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
6
Schedule H
Transition Plan
Contract No. 02026409
Amendment No. 02026409.A.010
7.1 PROJECT TRANSITION/HANDOFF
As of the Effective Date, a list of the current projects and ongoing projects
are set forth in Schedule L. As of the Commencement Date, [**]update the
projects listed in Schedule L to include any additions to and deletions from
such list, which have occurred in the ordinary course of business prior to the
Commencement Date.
7.2 CHANGE (WRF) PROCESS
7.3 PRIORITIZATION PROCESS
7.4 RESOURCE ALLOCATIONS
7.5 COMMUNICATION
8.0 AT&T [**]
As of the Commencement Date Amdocs [**].
9.0 MODERNIZATION
As of the Commencement Date, Amdocs will immediately begin the process of
replacing AT&T's existing directory publishing systems throughout the various
AT&T organizations and divisions with Amdocs' latest directory publishing
solution ("NewGen") package. ("NewGen" is referred to in the Agreement as the
"Amdocs Software Package"; for purposes of this Schedule reference to "AT&T"
also means AT&T and the Eligible Recipients).
9.1 PROJECT GOVERNANCE - Detailed plans for this activity will be completed
during the Transition Period.
9.1.1 TEAM DEFINITION
9.1.2 MODERNIZATION COMMITTEE
Upon Commencement, Amdocs will establish a Modernization Committee as
defined in SCHEDULE A (Modernization), Section 16.
9.1.3 APPLICATION/BUSINESS AREA TEAMS
This team will lead the efforts of the application transition.
9.1.4 OPERATIONS TEAMS
This team will lead the effort of the operations activities, including Help
Desk, operations, system administration, and database administration.
9.2 WORK PLAN/SCHEDULE
Per Schedule A, Section 16, develop and deliver the final detailed Modernization
Plan (or Implementation Plan) covering all required tasks to be performed to
enable a safe and efficient
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written agreement.
7
Schedule H
Transition Plan
Contract No. 02026409
Amendment No. 02026409.A.010
Modernization. Further, detailed plans for this activity will be completed
during the Transition Period.
9.3 STRATEGIES
Detailed plans for this activity will be completed during the Transition Period.
9.3.1 REENGINEERING
9.3.2 REQUIREMENTS
9.3.3 TESTING
9.3.4 DEPLOYMENT
9.4 DESIGN SESSIONS
Amdocs and AT&T will begin design sessions as defined in Schedule A Section 5.0.
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8
Schedule H.b
Transition Plan
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE H.B
TRANSITION PLAN
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The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
Schedule H.b
Transition Plan
Contract No. 02026409
Amendment No. 02026409.A.010
TABLE OF CONTENTS
1.0 DEFINITIONS.......................................................... 1
2.0 TRANSITION MANAGEMENT................................................ 1
2.1 Transition Committee................................................. 1
2.2 Governance Committee................................................. 1
3.0 TRANSITION PLAN ACTIVITIES........................................... 1
3.1 Detailed Transition Plan............................................. 1
3.2 Detailed Modernization Plan.......................................... 1
3.3 Transition of BAPCO Entities Non-Amdocs Applications................. 2
3.4 Transition of Excluded Services...................................... 2
3.5 Process & Procedure Updates.......................................... 2
3.6 Transition of Additional Towers...................................... 2
3.7 Services Transition.................................................. 3
3.8 Completion of Agreement Schedules.................................... 3
3.9 Transition of End User Support....................................... 3
4.0 TRANSITION PLAN DELIVERABLES SUMMARY................................. 3
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
i
Schedule H.b
Transition Plan
Contract No. 02026409
Amendment No. 02026409.A.010
1.0 DEFINITIONS
As used in this Schedule, the terms set forth below shall have the following
meanings:
1. TRANSITION START DATE shall mean the date when the FARA is signed by
the last Party.
2.0 TRANSITION MANAGEMENT
2.1 TRANSITION COMMITTEE
A joint Transition Committee will be formed with members from AT&T and Amdocs
("Transition Committee").
The purpose of the Transition Committee is to assure a smooth transition and
minimize any disruptions to AT&T business operations. The Transition Committee
will be chaired by [**] who will serve as Transition Executives and be
responsible for providing appropriate governance and resources to complete
transition activities. Transition Executives will respectively designate
Transition Committee members from AT&T and Amdocs. The Transition Committee will
be established and fully operational no later than the Transition Start Date and
will hold meetings on a weekly basis, or as otherwise required, to monitor the
progress of the transition and handle any issues that require the Transition
Committee's attention.
2.2 GOVERNANCE COMMITTEE
The existing joint Governance Team structure will be revised to incorporate
knowledgeable representatives for BAPCO Entities work to include AT&T IT, AT&T
business unit, and Amdocs representatives [**] the Transition Start Date.
3.0 TRANSITION PLAN ACTIVITIES
3.1 DETAILED TRANSITION PLAN
This Schedule H.b contains the framework from which transition procedures,
plans, and activities will be documented. [**] During the Transition Period, the
parties will complete, in a manner satisfactory to both parties, the transition
activities described herein.
3.2 DETAILED MODERNIZATION PLAN
[**] and in accordance with Schedule A, Amdocs will develop and deliver for
AT&T's approval, the detailed Modernization Plan covering all required tasks to
be performed to enable Modernization.
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The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
1
Schedule H.b
Transition Plan
Contract No. 02026409
Amendment No. 02026409.A.010
3.3 TRANSITION OF BAPCO ENTITIES NON-AMDOCS APPLICATIONS
[**].
3.4 TRANSITION OF EXCLUDED SERVICES
[**].
AT&T TABLES MAINTENANCE - [**].
3.5 PROCESS & PROCEDURE UPDATES
[**], Amdocs will work with AT&T to update processes and procedures as follows:
[**]
3.6 TRANSITION OF [**]
In the event the Parties agree, at some time in the future, that operational
and/or financial responsibility for [**].
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Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
2
Schedule H.b
Transition Plan
Contract No. 02026409
Amendment No. 02026409.A.010
3.7 SERVICES TRANSITION
Amdocs will provide the following Outsourcing Services and related
administrative and cross functional services for the BAPCO Entities, which is
currently planned to commence [**]:
[**]
3.8 COMPLETION OF AGREEMENT SCHEDULES
During the Transition Period, the Parties will work together to update the
following schedules as necessary for the transition of [**] and amend the
Agreement accordingly:
[**]
3.9 TRANSITION OF END USER SUPPORT
[**].
4.0 TRANSITION PLAN DELIVERABLES SUMMARY
Amdocs must complete the following transition deliverables and secure AT&T
approval that Amdocs has completed the following Transition activities:
[**]
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The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
3
Schedule I
Excluded Services
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE I
EXCLUDED SERVICES
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
TABLE OF CONTENTS
Schedule I
Excluded Services
Contract No. 02026409
Amendment No. 02026409.A.010
1. Introduction......................................................... 1
1.1 Purpose and Scope................................................. 1
2. Network and Communication (including Internet and E-mail)............ 1
2.1 Data Network...................................................... 1
2.2 Voice Network..................................................... 3
2.3 E-mail............................................................ 3
3. Disaster Recovery Excluded Services.................................. 3
4. Excluded Applications................................................ 4
5. Excluded Servers..................................................... 4
6. Facilities Management................................................ 5
6.1 AT&T Real Yellow Pages Administrative Facilities (non-Data
Center Facilities)............................................. 5
6.2 AT&T Real Yellow Pages Managed Data Centers:...................... 7
6.3 AT&T IT Managed Data Centers:..................................... 9
7. IT Services Supporting the AT&T Real Yellow Pages Directory
Operations In Illinois & Northwest Indiana, where the X.X.
Xxxxxxxxx is the Sales Agency for the Sales of Advertising........ 11
8. AT&T Business Analyst................................................ 11
9. AT&T Tables Maintenance.............................................. 12
10. BAPCO and IMV Networked Printer Support.............................. 13
11. IMV End User Support................................................. 14
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
i
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Excluded Services
Contract No. 02026409
Amendment No. 02026409.A.010
1. INTRODUCTION
1.1 PURPOSE AND SCOPE
This schedule includes the list of Excluded Services (i.e., Services not
performed by Amdocs under the Agreement), where AT&T rather than Amdocs is
responsible for the work as set forth and defined in Sections 2 through 7.
2. NETWORK AND COMMUNICATION (INCLUDING INTERNET AND E-MAIL)
AT&T rather than Amdocs will be responsible for the following, as further
defined in Schedule E, Attachment 1 - Network Demarcation.
2.1 DATA NETWORK
AT&T, rather than Amdocs, is responsible for the Data Network as listed below.
Both Parties agree that Amdocs will serve as key collaborator with AT&T as to
future plans for and changes in network structure and/or connectivity, as early
as reasonably possible in the planning cycle, especially if those changes will
require Amdocs resources.
1) Network Management.
2) Network Maintenance including monitoring performance and events,
documentation, and change control.
3) LAN and related operation and support for Data Communication Systems
(LAN).
4) First, second and third level support for the network up to the point
of demarcation as defined in Schedule E, Attachment 1. The Help Desk
and Client/Server, under Amdocs' responsibility, will continue to
provide first point of contact for network problems and limited
assistance in network problem resolution, primarily as customer
liaison.
5) WAN, WAN Agreements and Budgeting, WAN external connections, their
allocated Band Width, and current utilization.
6) Provide Internet access to all non AT&T personnel authorized by AT&T.
7) Provide Internet access to authorized AT&T Real Yellow Pages employees
and customers.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Amendment No. 02026409.A.010
8) Monitor Internet usage for conformance to AT&T practices.
9) Growth plans for network, communication, Internet and associated
access needs.
10) Conformance with AT&T standards and procedures.
11) Investigation and correction of network performance and stoppage of
service problems, pursuant to problem tickets or when the PAC
(Performance Action Committee) is instituted and/or called upon.
12) Select and purchase network equipment and track network equipment
inventory.
13) Assist in investigating application problems (when applicable),
pursuant to problem tickets or when PAC is instituted and/or called
upon.
14) Pre-production network load tests prior to implementation of
application changes with Amdocs participation as required.
15) Inform Amdocs of any network issues that might have impact on a
Service Level Agreement (SLA).
16) Assign IP addresses for systems and network devices.
17) Install and Support Domain Servers (and active directory servers in
future).
18) Network Security and Network Security Policy.
19) Network components as described in Schedule E Attachment 1 (Network
Demarcation).
20) Local Networks, their capacity, and current utilization.
21) Network Capacity Planning.
22) Network High Availability solution and fail-over schemes.
23) DMZ architecture.
24) Mobile access and support for RAS and VPN; AT&T will provide the
infrastructure. First level support will be provided via the Amdocs
Help Desk.
25) Determine strategic direction regarding Network Protocols (e.g.,
TCP/IP, Decnet, Appletalk) and utilize agreed upon change management
processes when implementing changes to the strategic direction. Amdocs
has day-to-day tactical/management responsibility for the protocol
stacks on all servers and desktops/laptops that are in scope from a
support perspective. Amdocs shall follow all AT&T network-related
standards and guidelines as they pertain to network protocols and
protocol stacks and must notify AT&T of requested changes to protocols
and/or protocol stacks via AT&T's change management process.
26) Directory Canvass/Campaign & Road Canvass Campaign, including but not
limited to: ordering of circuits; ordering removal of circuits and
ensuring that associated billing is stopped; establishing connectivity
between canvass office and AT&T Real Yellow Pages network; installing
LAN in canvass office (router; switches/hubs; wall jacks, if
appropriate; data cables); establishing connectivity for network
printers; and all
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
2
Schedule I
Excluded Services
Contract No. 02026409
Amendment No. 02026409.A.010
associated deinstallations (such as deinstalling LAN printer
connections cabling and network equipment). AT&T will engage Amdocs in
accordance with the Agreement; for example, (1) to perform
desktop/printer setup services, (2) to provide ongoing Help Desk and
Problem Management support, etc.
2.2 VOICE NETWORK
AT&T, rather than Amdocs, is responsible for the following:
1) Telephone services in accordance with the Agreement, Section 6.1(e)
Furniture, Fixtures and Equipment.
2) Voice hardware and software (e.g., Automatic Call Distributor (ACD);
software/hardware such as that provided by Aspect Communications
Corp.; telephone call accounting software such as that provided by
Avotus Corp. (formerly Switchview, Inc.); and voice recording
software/hardware).
3) Voice communication services including connection types (e.g., leased
lines, Centrex, etc.).
2.3 E-MAIL
AT&T, rather than Amdocs, is responsible for the following:
All E-mail services including equipment, software, development, support,
security administration and maintenance. AT&T will maintain the E-mail systems
and provide E-mail service. Amdocs will be responsible for supporting desktop,
alternative messaging devices (e.g., PDAs, Blackberries, etc.) and end-user
software that complies with AT&T standards. By way of example, Amdocs will be
responsible for Microsoft Outlook on the client machines, which includes all
client application functionality, offline address books, PSTs, OSTs, personal
storage, offline storage, and desktop anti-virus. (Amdocs and AT&T have shared
responsibility for synchronization.) If Amdocs develops links into E-mail
applications, then Amdocs will be responsible for support, maintenance, etc.
First level support to end-user E-mail problems is provided via the Amdocs Help
Desk.
3. DISASTER RECOVERY EXCLUDED SERVICES
AT&T, rather than Amdocs, is responsible for the following:
1) Out of scope applications (i.e., the Excluded Applications identified
in Section 4).
2) Working with Amdocs to ensure that Network and communications can be
established with the designated DR test/site.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Amendment No. 02026409.A.010
4. EXCLUDED APPLICATIONS
AT&T, rather than Amdocs, is responsible for the following:
1) SmartPages search engine and Web site, as detailed in the Policy and
Procedures Manual.
2) Primary directory delivery applications as defined in vendor
agreements such as those with PDC, DDA, VISA and Client Logic.
3) Secondary directory delivery applications used to support secondary
distribution and the Directory Resource Center (DRC) including:
- Applications: Alertcom, SNET-DOC, Aas-DOC, Unis, Foreign, COPT,
VISA, IDS-Dataflex and the Southwest DRC Order Entry System
- Vendor supported applications from PDC, DDA, VISA, ClientLogic,
Alert and Edge
4) The legal litigation system supporting AT&T Real Yellow Pages and the
following AT&T corporate-wide applications:
- Oracle financial applications (AP, GL)
- XXXX
- Legal litigation system
5) The following Intranet Applications:
- Cross Functional Change Management tracking and reporting.
- Corporate Intranet sites including the AT&T Real Yellow Pages
employee portal ((xxxx://xxxxxxx.xxxxx.xxx) and static content
provided to xxx.XX&X.xxx and NOT including the CLEC sites.
6) Applications notated as Out of Scope or not listed in Schedule B and
Schedule B.b.
5. EXCLUDED SERVERS
AT&T, rather than Amdocs, is responsible for certain servers, as detailed in the
Policy and Procedures Manual, which are categorized as follows:
1) Servers used by excluded applications, including attached standalone
storage and backup devices, but NOT including shared storage and
backup devices serving both in scope and out of scope servers; i.e.,
storage or backup devices in a shared frame with the server, such as
in a SAN architecture.
2) Network and security/firewall servers
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
4
Schedule I
Excluded Services
Contract No. 02026409
Amendment No. 02026409.A.010
6. FACILITIES MANAGEMENT
This section discusses roles and responsibilities related to AT&T Facilities
that could be used and/or occupied by Amdocs. This Section 6 breaks these
discussions into three classifications as stated herewith.
6.1 AT&T REAL YELLOW PAGES ADMINISTRATIVE FACILITIES (NON-DATA CENTER
FACILITIES)
AT&T will be responsible for providing facility management services (management,
maintenance and operation of a facility) in AT&T Real Yellow Pages
Administrative Facilities (non-Data Center Facilities), in accordance with this
Agreement and Schedule O.1 (AT&T Facilities), in the same manner that these
services were provided prior to the Commencement Date. Facility management
services may include:
- Contracts with service providers (electricity, generator, UPS,
gas/fuel, air-conditioning, water, fire/smoke systems, telephones and
switches, communication lines, cleaning services, rubbish removal,
security systems, alarming system, etc.)
- Office copiers and facsimile (FAX) machines
- Premises insurance
- Air conditioning
- Power supply
- Power supplier
- Power capacity
- Optional future capacity expansion
- Emergency lighting
- Electricity maintenance procedures
- Electrical failure operations and procedures
- Generator
- Generator capacity
- Generator fuel tank capacity
- Generator fuel tank location
- Generator testing procedures
- List of connected equipment / systems
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
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Amendment No. 02026409.A.010
- Fuel and contracts with fuel suppliers
- Building UPS capacity
- Battery operating time
- Location of UPS
- List of connected equipment
- Battery maintenance procedures
- Battery age
- Frequency of battery replacement
- Note: if Amdocs procures or obtains a piece of equipment that
contains its own UPS, AT&T would not be responsible for that UPS
- Fire and smoke detection
- Security
- Physical security - fences, guards
- Security lights, video cameras, patrols
- Access to the floors - reception, cards, keys.
- Front desk details (operation hours, shifts, staff structure)
- Security access to computer rooms
- Existence of blast doors at computer room entrance
- Existence and specification of direct access to emergency
services
- Other security systems/procedures
- Existence and specification of alarm system
- Existence and specification of internal cameras
- Municipal taxes
- Management fees
- Facility maintenance
- Office depreciation
In the event Amdocs becomes aware of problems/issues related to facility
management services during scheduled hours of availability for the help desk
and/or computer operations, Amdocs will promptly escalate the problems/issues to
AT&T and to appropriate authorities, if applicable (e.g., police and fire
departments). In the course of providing this assistance
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
6
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Excluded Services
Contract No. 02026409
Amendment No. 02026409.A.010
and subject to the other provisions of the Agreement, Amdocs will not be held
accountable or liable for any damages arising from the performance or
non-performance of any of the AT&T facility management services. AT&T and Amdocs
will agree upon a procedure and `tool'/mechanism for tracking and documenting
status/progress throughout the life of a problem.
6.2 AT&T REAL YELLOW PAGES MANAGED DATA CENTERS:
AT&T will be solely responsible for providing facility management services
(management, maintenance, and operation of a facility) in AT&T Real Yellow Pages
Managed Data Centers in accordance with this Agreement and Schedule O.1 (AT&T
Facilities), in the same manner that these services were provided prior to the
Commencement Date. Detail regarding demarcation of responsibility for any
facility management services with shared responsibilities will be specified in
the Policies and Procedures Manual under Facility Management.
AT&T and Amdocs will continue to cooperatively manage these facility management
services in the same manner as prior to Commencement Date unless and until
otherwise agreed to and documented in the Policy and Procedures Manual. Facility
management services may include:
- Contracts with service providers (electricity, generator, UPS,
gas/fuel, air-conditioning, water, fire/smoke systems, telephones and
switches, communication lines, cleaning services, rubbish removal,
security systems, alarming system, etc.)
- Office copiers and facsimile (FAX) machines
- Premises insurance
- Air conditioning
- Power supply
- Power supplier
- Power capacity
- Optional future capacity expansion
- Emergency lighting
- Electricity maintenance procedures
- Electrical failure operations and procedures
- Generator
- Generator capacity
- Generator fuel tank capacity
- Generator fuel tank location
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
7
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Excluded Services
Contract No. 02026409
Amendment No. 02026409.A.010
- Generator testing procedures
- List of connected equipment / systems
- Fuel and contracts with fuel suppliers
- Building UPS capacity
- Battery operating time
- Location of UPS
- List of connected equipment
- Battery maintenance procedures
- Battery age
- Frequency of battery replacement
- Note: if Amdocs procures or obtains a piece of equipment that
contains its own UPS, AT&T would not be responsible for that UPS
- Fire and smoke detection
- Security
- Physical security - fences, guards
- Security lights, video cameras, patrols
- Access to the floors - reception, cards, keys.
- Front desk details (operation hours, shifts, staff structure)
- Security access to computer rooms
- Existence of blast doors at computer room entrance
- Existence and specification of direct access to emergency
services
- Other security systems/procedures
- Existence and specification of alarm system
- Existence and specification of internal cameras
- Municipal taxes
- Management fees
- Facility maintenance
- Office depreciation
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
8
Schedule I
Excluded Services
Contract No. 02026409
Amendment No. 02026409.A.010
In the event Amdocs becomes aware of problems/issues related to facility
management services during scheduled hours of availability for the help desk
and/or computer operations, Amdocs will promptly escalate the problems/issues to
AT&T and to appropriate authorities, if applicable (e.g., police and fire
departments). In the course of providing this assistance and subject to the
other provisions of the Agreement, Amdocs will not be held accountable or liable
for any damages arising from the performance or non-performance of any of the
AT&T facility management services. AT&T and Amdocs will agree upon a procedure
and `tool'/mechanism for tracking and documenting status/progress throughout the
life of a problem.
6.3 AT&T IT MANAGED DATA CENTERS:
AT&T will be responsible for providing facility management services (management,
maintenance, and operation of a facility) in AT&T IT Managed Data Centers used
by Amdocs, in accordance with this Agreement and Schedule O.1 (AT&T Facilities),
in the same manner that these facility management services were provided prior
to the Commencement Date. Facility Management services may include:
- Contracts with service providers (electricity, generator, UPS,
gas/fuel, air-conditioning, water, fire/smoke systems, telephones and
switches, communication lines, cleaning services, rubbish removal,
security systems, alarming system, etc.)
- Office copiers and facsimile (FAX) machines
- Premises insurance
- Air conditioning
- Power supply
- Power supplier
- Power capacity
- Optional future capacity expansion
- Emergency lighting
- Electricity maintenance procedures
- Electrical failure operations and procedures
- Generator
- Generator capacity
- Generator fuel tank capacity
- Generator fuel tank location
- Generator testing procedures
- List of connected equipment / systems
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
9
Schedule I
Excluded Services
Contract No. 02026409
Amendment No. 02026409.A.010
- Fuel and contracts with fuel suppliers
- Building UPS capacity
- Battery operating time
- Location of UPS
- List of connected equipment
- Battery maintenance procedures
- Battery age
- Frequency of battery replacement
- Note: if Amdocs procures or obtains a piece of equipment that
contains its own UPS, AT&T would not be responsible for that UPS
- Fire and smoke detection
- Security
- Physical security - fences, guards
- Security lights, video cameras, patrols
- Access to the floors - reception, cards, keys.
- Front desk details (operation hours, shifts, staff structure)
- Security access to computer rooms
- Existence of blast doors at computer room entrance
- Existence and specification of direct access to emergency
services
- Other security systems/procedures
- Existence and specification of alarm system
- Existence and specification of internal cameras
- Municipal taxes
- Management fees
- Facility maintenance
- Office depreciation
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
10
Schedule I
Excluded Services
Contract No. 02026409
Amendment No. 02026409.A.010
7. IT SERVICES SUPPORTING THE AT&T REAL YELLOW PAGES DIRECTORY OPERATIONS IN
ILLINOIS & NORTHWEST INDIANA, WHERE THE X.X. XXXXXXXXX IS THE SALES AGENCY
FOR THE SALES OF ADVERTISING
The Excluded Services related to directories that are published in Illinois and
Northwest Indiana, where the advertising for such directories is sold by the
X.X. Xxxxxxxxx, are those infrastructures and applications IT support for X.X.
Xxxxxxxxx operations (e.g. batch and online support) and production IT related
support (e.g. publishing and directory production end users) where such support
is currently provided to AT&T Real Yellow Pages under a separate agreement
between the directory business and X.X. Xxxxxxxxx, Inc.
Under the Agreement, Amdocs takes over the IT support that the AT&T Real Yellow
Pages organization provided as of the Commencement Date to support X.X.
Xxxxxxxxx. The services which Amdocs will be assuming include help desk support,
end user support, procurement, AD/M for the sales applications, and interfaces
to and from X.X. Xxxxxxxxx, Inc. Additionally, Amdocs is responsible for support
to AT&T as it relates to the Illinois billing data residing in the ARBOS System
and data warehouse and successor Systems.
8. AT&T BUSINESS ANALYST
AT&T, rather than Amdocs, is responsible for the following roles and
responsibilities for the Business Analysts unless otherwise stated and
categorized below, as well as the SQL Developer tool to be installed and used by
the Business Analysts.
1) Provide a high level estimate to the business for requested changes to
be used in preparation of business cases
2) Manage the requirements definition process
- Work with the business and Amdocs to produce final requirements
for requested changes and trouble fixes
- Assist the business in understanding the requested changes
- Analyze business impacts of requested changes and minimize the
impact such requested change could have on other areas of AT&T's
business
3) Conduct User Acceptance Testing
- Develop test cases for all changes
- Set up data within the test bed to use within the test cases
- Perform all UAT test cases for assigned application
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
11
Schedule I
Excluded Services
Contract No. 02026409
Amendment No. 02026409.A.010
- Track defects found during UAT
- Work with Amdocs to resolve UAT defects
4) Conduct Sanity Testing
- Develop test cases for all production implementations
(application releases, security patched, etc.) for assigned
application
- Perform the sanity test cases in production at appropriate time
in change management schedule/timeline
5) Conduct Regression Testing at Senior Management Direction
- The AT&T Business Analysts will perform regression testing on a
schedule determined on the magnitude of the change occurring.
This does not supersede or limit Amdocs' responsibility for
regression testing.
6) Provide release notes to the training department
7) Participate in trouble ticket resolutions. This does not supersede
Amdocs' responsibility for trouble ticket resolution.
- Provide support to the business when needed to resolve trouble
tickets
- Work with Amdocs to develop viable work-around for end users
- Work with Amdocs to develop solutions to correct corrupted data
- Develop and run non-intrusive, simple SQLs as needed in trouble
shooting
8) Recommend the content of releases (troubles, enhancements, work
request) for each release
9. AT&T TABLES MAINTENANCE
The AT&T Tables team is responsible for the management of the majority of the
general reference tables including heading, UDAC, employee, directory issue,
etc. Table management consists of the on-going maintenance of existing (and new)
reference tables through the use of a reference table management system (RTMS)
to add, modify, and delete rows in the table based on business and system needs.
The Tables team is also responsible for the scheduling of specific jobs such as
PCP, MRC, re-scopes, directory merge, etc. Certain queries are written and
executed by this team on a regular basis and a limited amount of ad hoc queries
are written as requested by the business for analysis and reporting purposes.
SQL Developer tool shall be installed by AT&T and used by the Tables team.
Examples of requests the AT&T Tables team would handle include:
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
12
Schedule I
Excluded Services
Contract No. 02026409
Amendment No. 02026409.A.010
- Adding a new UDAC to the UDAC table
- Adding a new heading
- De-authorizing a heading
- Setting up the next issue of a directory before PCP can be run
- Changing certain directory dates
- Changing an employee's security profile
- Scheduling PCP or mass rate change job
- Making table changes and running jobs needed to perform a re-scope
Tasks considered out-of-scope for this team are as follows:
- "Core" tables such as listing, item, obligations, etc.
- Handling PCP, Mass Change, and re-scope fallout. (This is handled by a
cleanup group in production - not Amdocs.)
- Keying rates directly to the rate table. (This is handled by the
Pricing group - not Amdocs.)
This section does not list the specific business reference tables that the
Tables team would maintain. A complete list of all Amdocs business reference
tables will be included in the Policy and Procedures Manual with clear
identification of which are coding tables and which are reference tables.
10. BAPCO AND IMV NETWORKED PRINTER SUPPORT
AT&T, rather than Amdocs, is responsible for the following roles and
responsibilities for BAPCO and Intelligent Media Ventures, LLC (IMV) networked
printer support.
1. Procurement and installation of networked printers (black and white,
color, laser jet,/dot matrix, single/multi function devices, etc.)
2. Maintenance and repair of networked printers
3. Incidental moves, adds, and changes of networked printers
4. Allocating IP address for connectivity of networked printers
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
13
Schedule I
Excluded Services
Contract No. 02026409
Amendment No. 02026409.A.010
5. Wiring of networked printers
Amdocs will retain responsibility for printer queue set-up, windows printing,
and print server management
functions.
11. IMV END USER SUPPORT
AT&T, rather than Amdocs, is responsible for the end-user support Services Tower
for Intelligent Media Ventures, LLC (IMV).
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
14
Schedule J
Contract No. 02026409
Amendment No. 02026409-A.010
SCHEDULE J
CHARGES
1. INTRODUCTION.
(a) This SCHEDULE J sets forth the Charges and methodology relating to
calculating the Charges pursuant to the Agreement. Unless expressly
stated otherwise, all amounts are in US Dollars and shall be invoiced
and paid in US Dollars.
(b) The Charges are determined by the (i) [**] set forth in SECTION 2,
(ii) the [**] as set forth in SECTION 3, and (iii) the [**] in this
SCHEDULE J.
(c) Amdocs shall [**] any other terms of the Agreement, except as
expressly provided otherwise in SECTION 9.5 of the Agreement. AT&T
shall be financially responsible for all costs and expenses associated
with the performance of its responsibilities under the Agreement.
(d) If [**] following commencement of each Transition Period for Help Desk
Services, Data Center Services and End User Services for the BAPCO
Entities, Amdocs [**]. If it is agreed between the Parties that [**],
subject to SECTION 9.5 (C) of the Agreement.
2. [**].
2.1 [**].
The [**] are set forth in ATTACHMENT J.1 for the Services and each Tower.
[**] in the applicable period.
2.2 [**].
The items identified in ATTACHMENT J.2 relating to the BAPCO Entities shall
be [**] in accordance with this Agreement and ATTACHMENT J.2; provided,
however, the Parties recognize that any changes to such items agreed in
writing by the Parties shortly before the FARA Effective Date may not be
recognized in ATTACHMENT J.2 and such changes shall be incorporated into
ATTACHMENT J.2 after the FARA Effective Date through a mutually agreed
amendment. Amdocs shall [**].
3. [**].
3.1 GENERAL.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 1
Schedule J
Contract No. 02026409
Amendment No. 02026409-A.010
(a) An "[**]" is a [**] defined in ATTACHMENT J.3 that is associated with
the Software or Services requested and received by AT&T and the
Eligible Recipients and [**]in accordance with this Section. During
the Transition Period, the Parties will [**] accordingly to reflect
such agreement.
(b) For each [**], there shall be a [**] as set forth in ATTACHMENT J.3
and described in this Schedule.
(c) [**].
(d) [**] set forth in ATTACHMENT J.3. For each [**] of:
(i) The [**], and
(ii) The [**].
The foregoing is illustrated in the following formula:
[**]
(e) [**] set forth in ATTACHMENT J.3. For each [**] of:
(i) The [**], and
(ii) The [**].
The foregoing is illustrated in the following formula:
[**]
(f) [**] Unless [**]; provided, however, that if [**].
3.2 [**].
Unless expressly set forth otherwise in ATTACHMENT J.3, the [**] as of the
FARA Effective Date [**]. Amdocs shall [**]. Such information shall [**].
To the extent [**] ATTACHMENT J.3 as the [**]. Thereafter, [**]. The Policy
and Procedures Manual will further detail such process.
3.3 [**].
If the [**] (i.e., [**]) for [**], AT&T [**] SECTION 11.5 [**]
of the Agreement. In the event any [**], Amdocs [**] with SECTION
11.5 [**] of the Agreement. Amdocs shall [**].
4. [**].
Amdocs will perform Enhancements, other than Minor Enhancements and
Enhancements provided as part of Modernization Services [**] in the Policy
and Procedures Manual and this Section 4. Such [**], are referred to herein
as "[**]." The
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 2
Schedule J
Contract No. 02026409
Amendment No. 02026409-A.010
[**] shall be as follows:
(a) [**] set forth in ATTACHMENT J.1. For the avoidance of doubt, [**] in
the table below.
[**] [**] [**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
* Unless otherwise agreed, [**]
** [**].
(b) In any calendar year in which [**] in the table below.
[**] [**] [**] [**]
---- ---- ---- ----
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
For example, if [**] as follows:
[**] [**] [**]
---- ---- -----------
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**]
(c) [**] SECTIONS 11 and 12 of the Agreement.
(d) If the Parties [**] by Amdocs.
(e) Any [**].
(f) The Parties acknowledge that, subject to the terms and conditions of
this Agreement, [**].
(g) At any time on or after [**].
(h) The Parties will [**] to the extent applicable.
(i) Upon [**].
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 3
Schedule J
Contract No. 02026409
Amendment No. 02026409-A.010
5. OTHER [**]
5.1 [**].
AT&T may [**] by the Parties.
If the then current corporate master agreement between AT&T and Amdocs (or
their parent Affiliates) provides for [**].
5.2 AT&T FACILITY [**].
(a) Subject to SECTION 6 of the Agreement and this SECTION 5.2, AT&T shall
provide Amdocs with [**] under this Agreement.
(b) If [**].
(c) If [**], subject to the following:
(i) To the extent [**].
(ii) In [**] under this Agreement.
(d) If Amdocs [**].
(e) In [**].
(f) If AT&T [**] of the Agreement.
5.3 [**] THIRD PARTIES.
(a) The Parties' [**] is provided in SECTION 6.11 of the Agreement and
SCHEDULE E.1. Unless expressly provided otherwise, Amdocs shall [**].
In the case of Managed Third Parties [**].
(b) Amdocs shall [**] in accordance with Section 11.2 of the Agreement and
such [**] of the Agreement.
5.4 ACQUIRED ASSETS.
Amdocs' acquisition of certain AT&T assets in connection with this FARA, as
further detailed in that certain xxxx of sale executed by the Parties and
dated as of the purchase date, shall result in a payment by Amdocs as
described in such xxxx of sale. SUCH ASSETS SHALL BE IN GOOD WORKING ORDER
AS OF THE DATE OF CONVEYANCE AND EXCEPT AS OTHERWISE SET FORTH HEREIN, AT&T
HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH
ASSETS, INCLUDING WITHOUT LIMITATION
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 4
Schedule J
Contract No. 02026409
Amendment No. 02026409-A.010
WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
6. [**]
This Section describes the [**] under the Agreement.
6.1 TYPES OF CHARGES.
Subject to the other provisions of this SECTION 6, the [**].
(a) [**]. The [**] is set forth below.
[**] [**] [**] [**]
---- ---- ---- ----
[**] [**] [**] [**]
(b) [**]. The [**] is set forth below. The [**].
[**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**]
(c) [**]. The [**] is set forth below. The [**], subject to SECTION 6.3
below.
[**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**]
(d) [**]. [**] shall consist of [**] as described below.
(i) The [**] set forth below.
(1) The [**]
(2) The [**]
(3) The [**] as set forth below
[**]
----------------------------------------------
[**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**]
Notwithstanding the foregoing, [**].
(ii) The [**] shall consist of:
(1) With respect [**].
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 5
Schedule J
Contract No. 02026409
Amendment No. 02026409-A.010
(2) With respect [**].
(iii) Amdocs shall [**].
(iv) Notwithstanding the foregoing, the [**] pursuant to SECTION 4.4
of the Agreement..
(v) Amdocs shall invoice AT&T for [**] under this Section as they are
incurred by Amdocs or otherwise come due hereunder and such
invoice shall be due and payable [**] after receipt of such
invoice in accordance with and subject to the Agreement.
(vi) Notwithstanding the foregoing, [**] set forth below:
[**]
----------------------------------------------
[**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**]
[**]
----------------------------------------------
[**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**]
6.2 CALCULATION [**].
(a) Except as otherwise provided above, the [**] pursuant to this SECTION
6 shall [**] under SECTION 4.4(B)(7) of the Agreement[**].
(b) The [**] shall be:
(i) the [**]
(ii) the [**] of such calculation.
At the end of the Initial Term, [**] in accordance with SECTION 3.2 of
the Agreement.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 6
Schedule J
Contract No. 02026409
Amendment No. 02026409-A.010
6.3 APPLICABILITY [**].
(a) Amdocs shall [**] of the Agreement.
(b) If the [**].
(c) If the [**].
[**] [**] [**] [**]
---- ---- ---- ----
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
[**] [**] [**] [**]
* [**].
* [**].
* [**].
6.4 [**].
(a) [**]. The [**] under the Agreement.
(b) [**]. Notwithstanding anything to the contrary and [**].
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 7
Schedule J
Contract No. 02026409
Amendment No. 02026409-A.010
ATTACHMENT J.1
[**]($000)
[**] [**] [**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ---- ---- ----
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
* [**].
** [**] of the Agreement.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 8
Schedule J
Contract No. 02026409
Amendment No. 02026409-A.010
ATTACHMENT J.2
SURVIVING BAPCO SOW CHARGES
As described in SCHEDULE L.B
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 9
Schedule J
Contract No. 02026409
Amendment No. 02026409-A.010
ATTACHMENT J.3
[**]
[FORM]
[**] [**] [**] [**] [**] [**] [**]
---- ---- ---- ---- ---- ---- ----
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 10
BAPCO ENTITIES
PROJECT DEFINITIONS
Schedule L.b
BAPCO Entities Project Definitions
Contract No. 02026409
Amendment No. 02026409.A.010
For purposes of this Schedule, the following terms are defined as follows:
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement
1
BAPCO ENTITIES PROJECTS
Schedule L.b
BAPCO Entities Projects
Contract No. 02026409
Amendment No. 02026409.A.010
ESTIMATED ESTIMATED
BCR COMPLETION MONTHLY ESTIMATED
BCR # TYPE DESCRIPTION STATUS DATE FTES COST
----- ---- ----------- ------ ---------- --------- ---------
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**]
[**] [**] [**] [**] [**] [**] [**]
[**]
[**] [**] [**] [**] [**] [**] [**]
[**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs, and their
Affiliated Companies, only, and is not for distribution inside or outside of
those companies except by written agreement
2
Schedule M
Affected Employees
Contract No. 02026409
Amendment No. 02026409.A.010
AFFECTED EMPLOYEES
SSN LAST NAME FIRST NAME
---- --------- ----------
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
1
Schedule M
Affected Employees
Contract No. 02026409
Amendment No. 02026409.A.010
SSN LAST NAME FIRST NAME
---- --------- ----------
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
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[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
2
Schedule M
Affected Employees
Contract No. 02026409
Amendment No. 02026409.A.010
SSN LAST NAME FIRST NAME
---- --------- ----------
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
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[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
3
Schedule M
Affected Employees
Contract No. 02026409
Amendment No. 02026409.A.010
SSN LAST NAME FIRST NAME
---- --------- ----------
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
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[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
4
Schedule M
Affected Employees
Contract No. 02026409
Amendment No. 02026409.A.010
SSN LAST NAME FIRST NAME
---- --------- ----------
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
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[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
5
Schedule M
Affected Employees
Contract No. 02026409
Amendment No. 02026409.A.010
SSN LAST NAME FIRST NAME
---- --------- ----------
[**] [**] [**]
[**] [**] [**]
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[**] [**] [**]
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[**] [**] [**]
[**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
6
Schedule M
Affected Employees
Contract No. 02026409
Amendment No. 02026409.A.010
SSN LAST NAME FIRST NAME
---- --------- ----------
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
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[**] [**] [**]
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[**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
7
Schedule M
Affected Employees
Contract No. 02026409
Amendment No. 02026409.A.010
SSN LAST NAME FIRST NAME
---- --------- ----------
[**] [**] [**]
[**] [**] [**]
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
8
Schedule M
Affected Employees
Contract No. 02026409
Amendment No. 02026409.A.010
SSN LAST NAME FIRST NAME
---- --------- ----------
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
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[**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
9
Schedule M
Affected Employees
Contract No. 02026409
Amendment No. 02026409.A.010
SSN LAST NAME FIRST NAME
---- --------- ----------
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
10
Schedule M.1
Amdocs Benefit Plans
Contract No. 02026409
Amendment No. 02026409.A.010
AMDOCS BENEFIT PLANS
In accordance with Article 8, Project Personnel, Section 8.2 "Original Employee
Benefit Plans" of the Agreement, Amdocs has provided copies of Amdocs Benefit
Plans to AT&T Human Resources. [**]:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs and their Affiliated Companies only, and is not for general distribution
within those companies or for distribution outside those companies except by
written agreement.
1
Schedule M.b
[**]
Contract No: 02026409
Amendment No: 02026409.A.010
SCHEDULE M.B
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 1
Schedule M.b
[**]
Contract No: 02026409
Amendment No: 02026409.A.010
1. GENERAL TERMS OF THE [**]
1.1 TRANSITIONED PERSONNEL.
(a) OFFERS AND EMPLOYMENT.
(i) [**]. As part of the [**], Amdocs shall [**] specified in
SECTION 2 to this SCHEDULE M.B, such [**].
(ii) [**]. Each [**]:
(1) [**]
(2) [**]
(iii) [**] AMDOCS.
[**]. Amdocs shall [**].
(iv) [**]. With respect to any AT&T employee identified on SCHEDULE
M.B who [**].
(b) [**]. During the [**].
(c) [**]. During the [**].
(d) [**]. Amdocs shall [**].
(e) [**]. This Agreement is not intended to [**].
(f) SUBCONTRACTORS. To the extent [**] accordance with this SCHEDULE M.B.
(g) CONTRACT LABOR. Except as otherwise set forth in this Agreement, with
respect to any contract labor [**].
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 1
Schedule M.b
[**]
Contract No: 02026409
Amendment No: 02026409.A.010
1.2 [**].
(a) GENERAL. Except as otherwise provided in this ARTICLE 1, Amdocs shall
[**].
(b) [**]. Except as otherwise provided in this ARTICLE 1, the [**].
(c) [**]. Each [**].
(d) [**]. Amdocs will [**].
(e) [**]. Each [**] in accordance with SECTION 1.2(B).
(f) [**]. [**].
(g) [**]. [**].
(h) [**]. [**].
(i) [**]. Subject to the provisions of SECTION 1.1(A) and without limiting
the provisions of SECTION 1.1(D), [**].
(j) [**]. Amdocs shall [**].
(k) [**]. [**].
(l) [**]. [**].
2. AFFECTED AT&T PERSONNEL
[TO BE IDENTIFIED BY AT&T]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 2
Schedule M.b
[**]
Contract No: 02026409
Amendment No: 02026409.A.010
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 3
Schedule M.b
[**]
Contract No: 02026409
Amendment No: 02026409.A.010
ATTACHMENT 1
TO
SCHEDULE M.B
In accordance with this SCHEDULE M.B, Amdocs has provided copies of Amdocs
Benefit Plans to AT&T Human Resources. The following is a list of such Benefit
Plans:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 4
Schedule N
Direct Amdocs Competitors
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE N
DIRECT AMDOCS COMPETITORS
- [**]
- [**]
- Accenture
- [**]
- ADC Telecommunications Inc. (including Xxxxxxx Systems)
- [**]
- [**]
- [**]
- [**]
- [**]
- [**]
- [**]
- [**]
- Cap Gemini Ernst & Young (CGEY)
- CGI Group, Inc.
- [**]
- [**]
- [**]
- Convergys (including Geneva)
- CSG Kenan
- [**]
- [**]
- [**]
- [**]
- [**]
- [**]
- Electronic Data Systems (EDS)
- [**]
- [**]
- [**]
- Hewlett Packard (including Compaq)
- IBM
- Intec Telecom Systems
- [**]
- [**]
- [**]
- [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Schedule N
Direct Amdocs Competitors
Contract No. 02026409
Amendment No. 02026409.A.010
- [**]
- [**]
- [**]
- [**]
- [**]
- [**]
- [**]
- [**]
- Oracle
- [**]
- [**]
- [**]
- [**]
- Portal Software
- [**]
- [**]
- [**]
- [**]
- [**]
- [**]
- [**]
- [**]
- [**]
- Tata Consultancy Services Limited
- [**]
- [**]
- TelesensKSCL
- [**]
- [**]
- [**]
- [**]
- [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
2
Schedule O.2
Amdocs Facilities
Contract No. 02026409
Amendment Xx. 00000000.X.000
XXXXXX XXXXXXX XXXX XXXXX COUNTRY ZIP CODE [**] [**]
-------------- ---- ----- ------- -------- ---- ----
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
RESTRICTED-PROPRIETARY INFORMATION
This information is for use by authorized employees of AT&T, Amdocs and their
Affiliated Companies only, and is not for distribution inside or outside of
those companies except by written agreement.
1
Schedule O.3
AT&T Provided Equipment
Contract No. 02026409
Amendment No. 02026409.A.010
AT&T PROVIDED EQUIPMENT
- Office copiers in AT&T Facilities - for the Term of the Agreement
- Facsimile (FAX) machines in AT&T Facilities - for the Term of the Agreement
- Leased Equipment, as set forth in Schedule F.2 (Equipment Leases) - but
only until expiration of the lease term in-process on the Commencement
Date. Notwithstanding anything to the contrary in Section 6.5(a) of the
Agreement, financial responsibility for leased Equipment shall be as set
forth in Schedule E.1 (Asset Allocation Matrix).
- Telephones in AT&T Facilities - for the Term of the Agreement
- Networked office printers located in work areas in AT&T Facilities that are
shared by Amdocs and AT&T - for the Term of the Agreement, provided the
work area remains shared. Notwithstanding anything to the contrary in
Section 6.5(a) of the Agreement, financial responsibility for networked
office printers and associated supplies shall be as set forth in Schedule
E.1 (Asset Allocation Matrix).
- BAPCO Entities' loaned desktop and tablet personal computers are listed in
the table below ("BAPCO Loaned Equipment"). The BAPCO Loaned Equipment has
been provided to Amdocs for use during the BAPCO Entities Modernization
Period as defined in Schedule A, Attachment A. Within thirty (30) days of
completion of the BAPCO Entities Modernization Period as defined in
Schedule A, Attachment A, Amdocs will return the BAPCO Loaned Equipment to
AT&T at Amdocs' expense. In the event that Amdocs ceases to use any of the
BAPCO Loaned Equipment to provide Services to AT&T under this Agreement,
Amdocs shall promptly return the BAPCO Loaned Equipment to AT&T at Amdocs'
expense. In addition, in the event that any of the BAPCO Loaned Equipment
stops functioning, Amdocs shall promptly return the non-functioning BAPCO
Loaned Equipment to AT&T and Amdocs shall replace the non-functioning BAPCO
Loaned Equipment with Amdocs-provided Equipment for Amdocs use, in each
case at Amdocs' expense.
NOTE: "AT&T Provided Equipment" has the meaning ascribed to it in Section 6.5(a)
of the Agreement (AT&T Provided Equipment).
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Schedule O.3
AT&T Provided Equipment
Contract No. 02026409
Amendment No. 02026409.A.010
DESKTOP/LAPTOP MANUFACTURER MODEL SERIAL NUMBER TAG NUMBER
-------------- ------------ ----- ------------- ----------
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
2
Schedule P
Direct AT&T Competitors
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE P
DIRECT AT&T COMPETITORS
PUBLISHERS
PRINT PUBLISHERS
(INCLUDES PUBLISHERS WHO COMPETE IN ANY OR PART OF THE CURRENT AT&T FOOTPRINT
WHO MAY OR MAY NOT BE MEMBERS OF THE YELLOW PAGES ASSOCIATION).
[**]
CMR
CMR MEMBERS
(CMR - CERTIFIED MARKETING REPRESENTATIVES MEMBERS = CMR COULD BE COMPETITORS TO
AT&T REAL YELLOW PAGES VIA THE SALES CHANNEL AND/OR PUBLISHING CHANNEL. A CMR
MAY HAVE INTEREST IN DIRECTORY SALES SYSTEMS)
[**]
INTERNET COMPETITORS
(INCLUDES INTERNET YELLOW PAGES PROVIDERS AND LOCAL SEARCH PROVIDERS).
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Schedule Q
[**]
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE Q: [**]
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions. [**]
A total of 4 pages have been omitted.
1
Schedule R
Reports
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE R
REPORTS
REPORT LIST
- [**]
- Includes at the minimum:
- [**]
- [**], includes, but is not limited to
- [**]
- [**]
- [**] and supporting documentation
- [**] and supporting documentation remaining consistent with the
current reporting format/content being provided [**]
- [**]
- [**]
- [**]
- To include the following at a minimum:
[**]
- Include [**]
REPORT CONTENT SATISFIED VIA [**]
- [**]
Q/A & [**]
Q/A & [**]
- [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Schedule S
AT&T Standards
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE S - AT&T STANDARDS
It is mutually agreed between AT&T and Amdocs that this schedule incorporates by
reference and Amdocs shall comply with the then current TSS - Technology
Strategies and Standards (at url: xxxx://xxx.xxx.xxx as of the FARA Effective
Date ). To the extent there are any additions or modifications to such
Technology Strategies and Standards after the FARA Effective Date that
materially increase Amdocs' aggregate costs in performing the Services or
Amdocs' responsibilities hereunder, the Parties will address such impact, if
any, through SECTION 9.5.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Schedule T
Supplier Diversity Plan
Contract No. 02026409
Amendment No. 02026409.A.010
SUPPLIER DIVERSITY PLAN
Attached hereto and incorporated herein as Exhibit A is a template for Amdocs's
proposed Participation Plan, outlining MBE/WBE/DVBE goals and specific and
detailed plans to achieve those goals. Amdocs will submit an updated
Participation Plan annually by [**]. Amdocs will submit MBE/WBE/DVBE Results
Reports [**], using the form attached hereto and incorporated herein as Exhibit
B. Participation Plans and Results Reports will be submitted to the Prime
Supplier Program Manager.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Schedule T
Supplier Diversity Plan
Contract No. 02026409
Amendment No. 02026409.A.010
MBE/WBE/DVBE PARTICIPATION PLAN
PRIME SUPPLIER MBE/WBE/DVBE PARTICIPATION PLAN
YEAR REPORTING:
PRIME SUPPLIER NAME:
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ADDRESS:
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COMPANY E-MAIL:
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TELEPHONE NUMBER:
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DESCRIBE GOODS OR SERVICES BEING PROVIDED UNDER THIS AGREEMENT:
DESCRIBE YOUR M/WBE-DVBE OR SUPPLIER DIVERSITY PROGRAM AND THE PERSONNEL
DEDICATED TO THAT PROGRAM
THE FOLLOWING, TOGETHER WITH ANY ATTACHMENTS IS SUBMITTED AS AN
MBE/WBE/DVBE PARTICIPATION PLAN.
1. GOALS
A. WHAT ARE YOUR MBE/WBE/DVBE PARTICIPATION GOALS?
MINORITY BUSINESS ENTERPRISES (MBES) [**]
WOMAN BUSINESS ENTERPRISES (WBES) [**]
DISABLED VETERAN BUSINESS ENTERPRISES (DVBES) [**]
B. WHAT IS THE ESTIMATED ANNUAL VALUE OF THIS CONTRACT WITH:
AMERITECH
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NEVADA XXXX
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PACIFIC XXXX
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SOUTHERN NEW ENGLAND TELEPHONE
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SOUTHWESTERN XXXX
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AMERITECH DATA SERVICES (ADS)
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AT&T ADVANCED SOLUTIONS (ASI)
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AT&T LONG DISTANCE
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AT&T TELECOM (NATIONAL/LOCAL)
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Schedule T
Supplier Diversity Plan
Contract No. 02026409
Amendment No. 02026409.A.010
AT&T MOBILITY
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OTHER AT&T AFFILIATE
TOTAL ACROSS AFFILIATES
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NOTE: INDICATE DOLLAR AWARD(S) AS IT APPLIES TO THIS CONTRACT (I.E.,
PACIFIC XXXX, SWBT, AND/OR AFFILIATE).
C. WHAT ARE THE DOLLAR AMOUNTS OF YOUR PROJECTED MBE/WBE/DVBE PURCHASES:
MINORITY BUSINESS ENTERPRISES (MBES)
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WOMAN BUSINESS ENTERPRISES (WBES)
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DISABLED VETERAN BUSINESS ENTERPRISES (DVBES)
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* SEE MBE/WBE/DVBE CANCELLATION CLAUSE IN AGREEMENT FOR DEFINITIONS OF MBE,
WBE, AND DVBE*
2. LIST THE PRINCIPAL GOODS AND SERVICES TO BE SUBCONTRACTED TO MBE/WBE/DVBEs
OR DELIVERED THROUGH MBE/WBE/DVBE VALUE ADDED RESELLERS
DETAILED PLAN FOR USE OF M/WBES-DVBES AS SUBCONTRACTORS, DISTRIBUTORS,
VALUE ADDED RESELLERS
For every product and service you intend to use, provide the following
information. (attach additional sheets if necessary)
CLASSIFICATION PRODUCTS/SERVICES TO
COMPANY NAME (MBE/WBE/DVBE) BE PROVIDED $ VALUE DATE TO BEGIN
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3. AMDOCS AGREES THAT IT WILL MAINTAIN ALL NECESSARY DOCUMENTS AND RECORDS TO
SUPPORT ITS EFFORTS TO ACHIEVE ITS MBE/WBE/DVBE PARTICIPATION GOAL(S).
AMDOCS ALSO ACKNOWLEDGES THE FACT THAT IT IS RESPONSIBLE FOR IDENTIFYING,
SOLICITING AND QUALIFYING MBE/WBE/DVBE SUBCONTRACTORS, DISTRIBUTORS AND
VALUE ADDED RESELLERS.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Schedule T
Supplier Diversity Plan
Contract No. 02026409
Amendment No. 02026409.A.010
4. THE FOLLOWING INDIVIDUAL, ACTING IN THE CAPACITY OF MBE/WBE/DVBE
COORDINATOR FOR AMDOCS, WILL:
ADMINISTER THE MBE/WBE/DVBE PARTICIPATION PLAN,
SUBMIT SUMMARY REPORTS, AND
COOPERATE IN ANY STUDIES OR SURVEYS AS MAY BE REQUIRED IN ORDER TO
DETERMINE THE EXTENT OF COMPLIANCE BY THE AMDOCS WITH THE PARTICIPATION
PLAN.
NAME:
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TITLE:
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TELEPHONE NUMBER:
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AUTHORIZED SIGNATURE:
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DATE:
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RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Schedule T
Supplier Diversity Plan
Contract No. 02026409
Amendment No. 02026409.A.010
MWBE-DVBE QUARTERLY RESULTS REPORT
M/WBE-DVBE QUARTERLY RESULTS REPORT
FOR THE FOLLOWING AT&T AFFILIATE:
NOTE: Subcontracting Results should reflect ONLY M/WBE-DVBE dollars directly traceable to sales
DURING THE REPORT QUARTER.
Results must be reported individually for each AT&T subsidiary.
THIS SUMMARY REPORT SHOULD BE E-MAILED TO: XXXXX@XXX.XXX
Authorized signed copy should be mailed to: PRIME SUPPLIER PROGRAM MANAGER
0000 XXXXXX XXXXX, XXXX 0X000
XXX XXXXX, XX 00000 FAX # (000)000-0000
NOTE: Questions and/or requests for assistance may be referred to the Prime Supplier Program
Manager at xxxxx@xxx.xxx.
1. REPORTING COMPANY: 2. CONTRACT/ 3. REPORT QUARTER:
WORK ORDER This report reflects the
NUMBER: utilization of Minority Business
Enterprise/ Woman Business
Enterprise/Disabled Veterans
Enterprise participation for
Company Name: period
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Address:
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City, State, Zip: through
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Contact Name: (If available)
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Title: (Please indicate dates)
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E-mail:
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Date:
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Telephone:
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SIGNATURE:
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PARTICIPATION GOAL PARTICIPATION ACHIEVEMENT
4. 5. ACTUAL FOR QUARTER
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MBE WBE DVBE
ANNUAL GOAL
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Percent of Total MBE WBE DVBE Subcontracting Dollars
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Sales [**] [**] [**]
Total
Sales to AT&T
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Percent of
Subcontracted Sales [**] [**] [**]
AT&T - SUBCONTRACTING RESULTS
6. M/WBE-DVBE SUBCONTRACTOR(S) Ethnic/Gender: Total Dollars:
Name:
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Address:
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City, State, Zip:
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Telephone: CERTIFYING AGENCY:
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Goods or Services:
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To add additional subcontractors, copy the entire light xxxx area and paste directly below this line.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Schedule X
Contract Number 02026409
Amendment No. 02026409.A.010
SCHEDULE X
SOFTWARE LICENSE, MAINTENANCE SERVICES AND ONGOING SUPPORT SERVICES
This Schedule hereby incorporates by reference the terms of the Agreement. The
terms of the Agreement shall apply to the terms of this Schedule. Capitalized
terms used in this Schedule and not defined herein have the meanings, if any,
ascribed to such terms in the Agreement. The Parties acknowledge that the terms
of this Schedule are designed to reflect the unique relationship of the Parties
following the termination or expiration of the Agreement. Therefore, these
terms, including, without limitation, pricing terms, shall not apply to any
other relationships or agreements to be established between the Parties.
1. DEFINITIONS
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Schedule X, Annex A
Contract No. 02026409
Amendment No. 02026409.A.010
1.1 "AUTHORIZED END USERS," "Authorized User", "User" whether or not
capitalized, means [**].
1.2 "CONTRACTOR" means any person or entity, including AT&T Third Party
Contractors, outsourcers, consultants, disaster recovery services
providers, hosting services providers and other third parties
providing technical services or advice to AT&T , Eligible Recipients
or Authorized End Users.
1.3 "CUSTOMERS" has the meaning ascribed to such term in SECTION 6.1(A) of
this Schedule.
1.4 "CUSTOMIZATION MAINTENANCE SERVICES" has the meaning ascribed to such
term in SECTION 4(B)(II) of this Schedule.
1.5 "DOCUMENTATION" means the [**] pursuant to the Agreement or this
Schedule.
1.6 "[**]" means [**].
1.7 "[**]" means [**], as well as the [**], as well as all [**] materials.
[**] do not include [**] or that are [**].
1.8 "[**]" means the amounts set forth in SECTION 6 of this Schedule.
1.9 "MAINTENANCE SERVICES" means the Services described and defined in
SECTION 4.1 and ANNEX A of this Schedule.
1.10 "ONGOING SUPPORT SERVICES" means the services described and defined in
SECTION 4.2(B).
1.11 "[**]" has the meaning ascribed to such term in SECTION 6.1(A) of this
Schedule.
2. LICENSE GRANT.
2.1 GRANT OF LICENSE. Subject to SECTION 6.3(B) of SCHEDULE J of the
Agreement Amdocs hereby grants to AT&T and each Eligible Recipient a -
[**] (i) to permit AT&T and each Eligible Recipients to Utilize the
[**] (in both source code and object code forms), and (ii) in
connection therewith, to Utilize the Documentation, in each case in
connection with [**]. AT&T shall not use the [**] on a [**].
2.2 AUTHORIZED END USERS. Authorized End Users have the rights set forth
in SECTION 14.5(C) of the Agreement in connection with the license
granted in SECTION 2.1 above.
2.3 USE. With respect to [**], AT&T shall use the [**] and Documentation
[**], as well as the [**], in each case [**]. Notwithstanding the
foregoing, AT&T may
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
2
Schedule X, Annex A
Contract No. 02026409
Amendment No. 02026409.A.010
use the [**] to provide [**], such use not to extend for more than
[**] from the date of such [**].
2.4 CONTRACTORS. Contractors have the rights set forth in SECTION 14.5(C)
of the Agreement in connection with the license granted in ARTICLE 2,
subject to SECTION 2.7 of this Schedule.
2.5 [**]. Without limiting SECTION 14.5(C) of the Agreement, the rights
and license grants under this ARTICLE 2 may be [**] purposes.
2.6 [**]. Subject to SECTION 14.2(B) of the Agreement, upon Acceptance by
AT&T of the [**], and upon delivery of any Enhancements and
Improvements thereto, Amdocs shall provide AT&T, [**] Documentation
for the [**] and all Amdocs Owned Materials that are [**] Developed
Materials. Such [**] Documentation shall be sufficient to allow a [**]
the [**]. Amdocs will provide [**] to AT&T for the [**] and Developed
Materials, including [**] included in such [**] and the Developed
Materials.
2.7 CONFIDENTIALITY. Prior to exercising the license or rights described
above in SECTION 2 of this Schedule,
(a) Contractors shall be bound by written nondisclosure requirements
with AT&T (or the applicable Eligible Recipient) no less
protective of Amdocs rights than as provided under SECTION 13.3
of the Agreement; and
(b) with respect to [**], such Contractors shall also first sign and
present a nondisclosure agreement to Amdocs in the form of
EXHIBIT 6 [**], those more protective provisions set forth
therein); provided, however, in the case of [**] (as described in
SECTION 6.9(B) of the Agreement) or if Amdocs [**], AT&T shall
(A) [**] cause any such AT&T Third Party Contractor to execute
EXHIBIT 6 with Amdocs and, in the event that such [**] the
confidentiality and proprietary rights provisions of this
Agreement and which at a minimum provide that (w) [**], (x) [**],
and (y) [**], and (z) [**], and (B) with respect to [**]. AT&T
shall provide the relevant portions of such agreement between
AT&T and the AT&T Third Party Contractor to Amdocs.
Subject to the foregoing, any Contractor's exercise of the rights
described in SECTION 2.4 of this Schedule is subject to the provisions
of SECTIONS 14.5(C) and 13.3(B)(II)(A) - (D) of the Agreement.
3. DELIVERY, TITLE, RISK OF LOSS.
3.1 DELIVERY. Amdocs shall deliver the [**] and the Documentation to AT&T
as part of the [**] and Documentation, respectively, under and in
accordance with the
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
3
Schedule X, Annex A
Contract No. 02026409
Amendment No. 02026409.A.010
provisions of the Agreement. In the event other Software or Material
shall be provided to Eligible Recipients pursuant to an Order, Amdocs
shall deliver such Software or Material in accordance with the terms
of the respective Order. In all such cases, Amdocs shall provide such
Software and Materials [**] the [**] and Documentation and to
otherwise [**] of the [**] and Documentation.
3.2 [**]. [**] for the [**] and Documentation shall [**]. Amdocs will
provide another copy of the [**] or Documentation if the [**] or
Documentation is lost or damaged [**] the [**] or Documentation.
4. MAINTENANCE AND ONGOING SUPPORT SERVICES.
4.1 MAINTENANCE SERVICES.
(a) DURING AGREEMENT TERM. During the term of the Agreement,
maintenance services for the [**] will be provided under the
Agreement.
(b) FOLLOWING AGREEMENT TERM. Following the expiration or termination
of the Agreement (or the applicable parts of the Agreement
relating to maintenance of the [**]) [**] with respect to the
[**] and any successor software), Amdocs will offer to AT&T the
Maintenance Services [**] (each a "MAINTENANCE TERM"), pursuant
to Orders issued by AT&T, and payment of the [**], and in
accordance with the following:
(I) DESCRIPTION. Amdocs will provide to AT&T and the Eligible
Recipients Improvements with respect to the [**] and [**]
services described on ANNEX A of this Schedule (the
"MAINTENANCE SERVICES"). Maintenance Services include [**]
of the function(s) described in the Specifications for the
[**], correct errors in the [**], change the basic program
functions of the [**] or add new ones, all of which shall be
furnished to Eligible Recipients [**] the Eligible
Recipient's [**] (subject to [**]between the Eligible
Recipients' [**] and the [**]). Amdocs will provide AT&T
with [**] to the Developed Materials, the [**], and other
customizations provided by Amdocs.
(II) At the time of the [**] Maintenance Services, AT&T may [**]
Maintenance Services [**] to the [**] by or for Amdocs in
connection with the Services provided by Amdocs under the
Agreement) (the "CUSTOMIZATION MAINTENANCE SERVICES").
Amdocs shall identify the Developed Materials that are not
part of the [**] (and thus subject to Customization
Maintenance Services) in the [**] prepared pursuant to
Section 5.1.3.1 of SCHEDULE E, PART 3 or the DFS. For the
purposes of this SCHEDULE X, Software
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
4
Schedule X, Annex A
Contract No. 02026409
Amendment No. 02026409.A.010
[**] subject to the terms and conditions applicable to
Maintenance Services for the [**] (regardless of whether
such Software may otherwise qualify as Developed Materials
under the Agreement). The Customization Maintenance Services
shall also include Amdocs' [**] with the [**] are [**]
provided by Amdocs in connection with the Maintenance
Services. References to "Maintenance Services" shall include
the Customization Maintenance Services, and references to
the "[**]" shall include the Developed Materials, as the
context requires, [**] the Customization Maintenance
Services. Customization Maintenance Services [**]
Maintenance Services.
(III) [**]. Subject to, and except as provided in ANNEX A, the
procedure for [**] shall be as follows: upon [**], AT&T will
[**], whether it is in the [**], in one of the [**] of the
[**], an [**], or some [**]; in the event that the [**] (or
any component thereof) is the [**], AT&T will [**] Amdocs of
[**] and provide Amdocs, in reasonable detail, with all the
information [**], in order to [**]. Promptly upon receipt of
such information, Amdocs will [**] and will provide the [**]
to AT&T. AT&T will [**] based on the specific and detailed
instructions of Amdocs. If an [**] which was [**] to Amdocs
is [**] in the [**], Amdocs will have [**] in SCHEDULE J of
the Agreement.
(IV) [**] MAINTENANCE SERVICES. Upon [**] to Amdocs prior to the
end of a Maintenance Term, AT&T shall be entitled to [**]
Maintenance Services (and/or the Customization Maintenance
Services) [**] Maintenance Term and [**] for Maintenance
Services (and/or the Customization Maintenance Services), if
any, [**]. In any such event, AT&T's [**] of the Maintenance
Services (and/or the Customization Maintenance Services)
shall [**] (i) the provision of other services by Amdocs
ordered by AT&T, if any, or (ii) any other right or license
granted hereunder.
(V) [**] MAINTENANCE SERVICES. Following its [**] Maintenance
Services (and/or the Customization Maintenance Services),
AT&T [**] of Maintenance Services (and/or the Customization
Maintenance Services) upon written notice to Amdocs (the
"[**] NOTICE") and (A) [**] of Maintenance Services (and/or
the Customization Maintenance Services), provided that this
[**] occur [**] (with respect to each of the Maintenance
Services and the Customization Maintenance Services) under
this SCHEDULE X; or (B) [**], then upon [**] as [**] for
Maintenance Services (and/or the Customization Maintenance
Services) during such
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
5
Schedule X, Annex A
Contract No. 02026409
Amendment No. 02026409.A.010
period of [**] of such Maintenance Services (and/or the
Customization Maintenance Services). Subject to the [**] (if
applicable), AT&T [**] any [**] for [**]during which AT&T
has [**] Maintenance Services in accordance with Section
4.1(b)(iv). When Maintenance Services [**], Amdocs will
provide AT&T all [**] and associated Documentation for the
[**].
(VI) COOPERATION. Subject to SECTION 4.1(B)(VI) below, AT&T may
provide itself or obtain from Contractors [**] related to
the [**], and Amdocs shall, as part of the Maintenance
Services, reasonably cooperate with AT&T and/or any such
Contractor, including by providing, as part of Ongoing
Support Services, [**] to AT&T and/or such Contractor(s),
and will coordinate with AT&T and/or any such Contractors to
help [**]. In the event that, despite the foregoing efforts
of Amdocs, [**], if and to the extent [**], subject to (i)
Amdocs' providing AT&T reasonable notice in writing of any
such [**], and (ii) Amdocs' [**].
(VII) EXCLUSIONS. If and to the extent there has been any
alteration, modification or adjustment to a component of the
[**] by any entity other than Amdocs, then Maintenance
Services (including Extended Warranty services) shall not
apply to the applicable component and any affected related
components (e.g., parts of the [**]), [**]. Notwithstanding
the foregoing, [**].
4.2 ONGOING SUPPORT SERVICES
(a) DURING AGREEMENT TERM. The [**] will be delivered and customized
by Amdocs, and the Developed Materials implemented, for AT&T
under and in accordance with the terms of the Agreement.
Following Acceptance by AT&T of the [**] under the Agreement and
continuing through the term of the Agreement, the [**] will be
supported by Amdocs pursuant to and in accordance with the
provisions of the Agreement.
(b) FOLLOWING AGREEMENT TERM. Following the expiration or termination
of the Agreement and for a period of [**] thereafter, Amdocs will
[**] for the [**] and other related support services ordered by
AT&T (the "ONGOING SUPPORT SERVICES").
4.3 SERVICE PERFORMANCE AND SERVICE LEVELS. Amdocs shall perform the
Maintenance Services and Ongoing Support Services at [**]. Without
limiting the generality of the foregoing, Amdocs shall perform the
Maintenance Services [**], as the case may be.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
6
Schedule X, Annex A
Contract No. 02026409
Amendment No. 02026409.A.010
4.4 [**]
(a) DURING AGREEMENT TERM. During the term of the Agreement, the
provisions of the Agreement shall govern all [**] respecting the
[**].
(b) FOLLOWING AGREEMENT TERM. Following the expiration or termination
of the Agreement, unless otherwise agreed by the Parties
(including in an applicable Order), the [**] pursuant to the
Ongoing Support Services.
4.5 AT&T MASTER AGREEMENT MAINTENANCE TERMS. AT&T [**] apply to the [**]
maintenance and support terms applicable to Amdocs Software licensed
by AT&T pursuant to the master software license agreement (and not
this Agreement) then in effect between AT&T and Amdocs.
5. OWNERSHIP OF MATERIALS.
Ownership rights in the Enhancements, [**] and Documentation shall be as
set forth in SECTION 14 of the Agreement.
6. CHARGES; INVOICING.
6.1 CHARGES. The fees, prices and other charges to be paid by AT&T for
license of the [**], Maintenance Services and Ongoing Support Services
shall be as follows:
(a) [**]. All [**] payable for the license granted under ARTICLE 2
through the date of termination or expiration of the Agreement
[**] pursuant to the Agreement. During the term of the Agreement,
and after expiration or termination of the Agreement, AT&T shall
[**] as provided in this SECTION 6.1(A). If at any time [**] the
licenses granted under this SCHEDULE X to [**] under the
Agreement, then AT&T agrees [**] in accordance with this SECTION
6.1(A) (the "[**]"); the [**] shall [**] a similar fee. Such [**]
shall be (i) based [**] under this Section; (ii) calculated as of
the [**] Eligible Recipient (the "[**]"); and (iii) [**] after
the [**] and paid by AT&T in accordance with the Agreement.
Thereafter, AT&T shall [**]Eligible Recipient. A "CUSTOMER" means
a [**] the Amdocs System. For purposes of calculating the [**],
there shall be [**] and the Parties shall not [**] Amdocs System
as of the [**] nor shall there be any [**] for any Customer or
New Eligible Recipient that [**] the [**]. In addition, [**]
shall be payable with respect to [**]the FARA Effective Date.
(b) DURING AGREEMENT TERM. During the term of the Agreement, [**]
[**] pursuant to the Agreement.
(c) FOLLOWING TERM OF AGREEMENT. Following the expiration or
termination
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
7
Schedule X, Annex A
Contract No. 02026409
Amendment No. 02026409.A.010
of the Agreement, the [**] of any [**] due under this Schedule,
commencing and calculated [**]; and (B) the Customization
Maintenance Services will be[**] performed under this SCHEDULE X
after the expiration or termination of the Agreement pursuant to
an Order; or, (2) [**] set forth in SCHEDULE J of the Agreement;
plus, for each of the [**] (EXHIBIT 11 sets forth such polices as
of the FARA Effective Date) (the "[**]"). Maintenance Services
are [**]. The [**] set forth in SCHEDULE J of the Agreement[**].
6.2 INVOICING; PAYMENT. Invoicing and payment shall be in accordance with
SECTION 12 of the Agreement.
6.3 [**]. [**] set forth in this Schedule are subject to [**] of the
Maintenance Term; [**] then-current applicable master agreement
between the Parties (if any) or the [**] if no such master agreement
exists.
6.4 [**]. [**] commencement of each Maintenance Term after the expiration
of the Term of the Agreement, that the [**] in this SCHEDULE X [**].
7. TRAINING; USER GROUPS. Following the expiration or termination of the
Agreement, unless otherwise agreed by the parties (including in an
applicable Order), the following provisions shall apply:
7.1 OBLIGATION TO PROVIDE TRAINING. Amdocs [**]. All training
shall be offered in accordance with Amdocs' standard terms and
conditions.
7.2 PRIOR TRAINING OR COMPETENCIES. AT&T acknowledges that certain
training courses may require that trainees have previous training or
specific competencies. [**].
7.3 TRAINING MATERIALS. All training provided by Amdocs shall [**]. The
Eligible Recipients shall [**].
7.4 CANCELLATION. An Eligible Recipient may [**] notice to Amdocs,
provided that the Eligible Recipient [**] by Amdocs.
7.5 TRAIN-THE-TRAINER RIGHTS. [**] of an Eligible Recipient having an
individual trained in the operation of the [**] to train other
Eligible Recipient personnel.
7.6 USER GROUPS. AT&T shall [**]and, at AT&T 's request, Amdocs shall
[**]steering committee or other governing body of each such user
group.
8. TERMINATION.
The term and termination provisions of the Agreement shall apply to
Maintenance
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
8
Schedule X, Annex A
Contract No. 02026409
Amendment No. 02026409.A.010
Services provided during the term of the Agreement. Following the
expiration or termination of the Agreement, the termination provisions of
SECTION 20 of the Agreement shall apply with respect to this Schedule. In
the event of termination of the Agreement [**] Amdocs thereunder, and as
permitted thereunder, and if [**] terminate the license of the [**], then
AT&T [**] Maintenance Services on the terms set forth under this Schedule.
9. BANKRUPTCY.
All rights and licenses granted under or pursuant to this Schedule by
Amdocs are, and shall otherwise be deemed to be, for purposes of Section
365(n) of the United States Bankruptcy Code, or any replacement or
successor provision therefor (the "CODE"), licenses to rights to
"intellectual property" as defined in the Code. The Parties agree that
AT&T, as licensee of such rights under this Schedule, shall retain and may
fully exercise all of its rights and elections under the Code. The Parties
further agree that, in the event of the commencement of bankruptcy
proceedings by or against Amdocs under the Code and subject to AT&T's
compliance with the requirements of Section 365(n) of the Code, (i) AT&T
shall be entitled to retain all of its rights under this Schedule, and (ii)
Amdocs shall, upon request, provide to AT&T any embodiments of such
intellectual property in Amdocs' possession or control. In addition to the
foregoing, Amdocs agrees that in the event of commencement of bankruptcy
proceedings by or against AT&T , subject to AT&T 's continued performance
of its payment obligations (if any) to Amdocs under this Schedule related
to such licenses, AT&T , or its trustee in bankruptcy, shall be entitled to
assume the licenses granted under or pursuant to this Schedule by Amdocs to
AT&T and shall be entitled to retain all of its rights thereunder (and
shall be entitled to assume this Schedule and all of AT&T's rights
hereunder).
10. [**].
As part of the Maintenance Services, [**] of the [**] (the "REPLACED
PRODUCT"), then [**].
11. REPLACEMENT SOFTWARE.
In the event that the [**] is damaged or destroyed, Amdocs shall provide an
additional copy of the [**] for the cost of replacement media plus
reasonable administrative and postage charges.
12. LIMITATION OF LIABILITY.
During the term of the Agreement, any claims for damages by either Party
relating to the [**] or any licenses or services provided by Amdocs with
respect thereto will be considered damages arising under the Agreement and
shall be governed by and subject to the provisions of the Agreement, and
neither Party shall bring any such claims under this
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
9
Schedule X, Annex A
Contract No. 02026409
Amendment No. 02026409.A.010
Schedule. After the expiration or termination of the Agreement, the
provisions of SECTION 18.2 of the Agreement will apply to liability under
this Schedule except that the Charges referenced in SECTION 18.2(A) shall
refer to the amounts under this Schedule.
13. WARRANTY
Without limiting the warranties set forth in the Agreement, Improvements to
the [**] developed after the Term under this Schedule X will be subject to
warranties as mutually agreed by the Parties.
If AT&T has [**] [**] and the [**] license has not been terminated under
the Agreement, then, as of the date of the expiration or termination of the
Agreement, [**] (i) Amdocs has made available to AT&T and the Eligible
Recipients all generally available Improvements with respect to the [**],
and (ii) that the [**] is [**].
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
10
Schedule X, Annex A
Contract No. 02026409
Amendment No. 02026409.A.010
ANNEX A
TO SCHEDULE X
1. DEFINITIONS
"[**]" shall mean [**] with respect to the [**]. [**] shall also mean [**] in
the [**] where the [**] does [**].
"[**]" means a [**] in the [**]. A [**] may be made available as a release of
the [**].
2. TELEPHONE/E-MAIL HELP DESK SUPPORT
Amdocs' telephone and e-mail support shall provide the following: (i) [**]. The
telephone support shall be accessible by calling a toll free number to be
provided by Amdocs. The telephone/e-mail support shall be provided by
qualified/certified technicians who are considered experts in the areas for
which they are providing support. Telephone support and e-mail support shall be
available during Amdocs' normal business days and hours. Each call or request
received by Amdocs telephone/e-mail support shall be electronically logged by
Amdocs. Amdocs shall provide defined points of contact, available 24 hours per
day, seven days per week, to receive and respond to notice of problems from
Level 1 Support and Level 2 Support for Severity Level One and Severity Level
Two problems.
3. PROBLEM SUPPORT [**]
As part of Maintenance Services, Amdocs shall provide the following support
[**], as applicable:
1. [**].
2. Performing [**].
3. Providing the [**] AT&T.
4. Creating [**].
5. Creating and delivering [**] AT&T.
AT&T shall provide Amdocs reasonable access to the [**] environment in
order for Amdocs to perform [**].
4. [**]
During a Maintenance Term, if the following Errors occur, Amdocs agrees [**] as
follows:
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
11
Schedule X, Annex A
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
12
Schedule X
Software License, Maintenance Services and Ongoing Support Services
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**] [**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**] [**] [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
1
Schedule X
Software License, Maintenance Services and Ongoing Support Services
Contract No. 02026409
Amendment No. 02026409.A.010
[**] [**]
[**] [**]
[**] [**]
* [**] by Amdocs to AT&T [**].
[**] examples:
1) [**]
In the case of all [**], Amdocs shall [**]procedure:
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of
AT&T, Amdocs, and their Affiliated Companies, only, and is not for
general distribution within those companies or for distribution
outside those companies except by written agreement.
2
Schedule Y
Certain Defined Terms
Contract No. 02026409
Amendment No. 02026409.A.010
SCHEDULE Y
CERTAIN DEFINED TERMS
"ABANDON RATE" means Calls by a user, in the queue to be answered by a Help Desk
representative or Automated Resolution Process, that are terminated prior to
such answer.
"ABEND" means abnormal terminations.
"ACCEPTANCE DATE" has the meaning ascribed to such term in ATTACHMENT A of
SCHEDULE A.
"ACCEPTANCE TEST PERIOD" has the meaning ascribed to such term in SECTION
4.6(b).
"ACCEPTANCE TEST" or "ACCEPTANCE TESTING" means the process, as specified in the
Agreement and/or the attachments thereto, through which the applicable
Deliverable(s) are subjected to the applicable acceptance test.
"ACCEPTANCE" means the determination, [**], pursuant to the provisions of
SECTION 4.6 following implementation, installation, and Testing (which may
include testing in a production environment) that Deliverable(s) are in
Compliance; provided, however, AT&T's productive use for operational business
purposes (not use in a production environment for Testing purposes) of
Deliverable(s) after the applicable Acceptance Test Period shall be deemed to be
Acceptance of such Deliverable(s).
"ACCEPTED PROJECT PLAN" means the formal documented base-lined project plan that
identifies a project's milestones, deliverables and resources. An accepted
project plan shall be Accepted upon approval from the AT&T Governance team.
Changes to the base-lined project plan can only be granted by the AT&T
Governance team.
"ACQUIRING ENTITY" has the meaning ascribed to such term in SECTION 20.4(a).
"ACTUAL UPTIME" for a particular System, Application, Software, Hardware,
Network, or any other part of the Services means the time that such particular
System, Application, Software, Hardware, Network, or other part of the Services
is actually available during its Scheduled Uptime in a Measurement Window, as
specified in the SCHEDULE G - ATTACHMENT N, for normal business use by users.
Actual Uptime is the aggregate number of minutes in any month during which the
full functionality of any individual Service component is actually available for
use by users (i.e., Scheduled Uptime minus Downtime).
"ACTUAL VOLUME" has the meaning ascribed to such term in SECTION 3 of SCHEDULE
J.
"AD HOC" has the meaning ascribed to such term in SECTION 11.1 of PART 1 OF
SCHEDULE E.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
Schedule Y
Certain Defined Terms
Contract No. 02026409
Amendment No. 02026409.A.010
"AD/M SERVICES" has the meaning ascribed to such term in SECTION 1.0 of PART 1
OF SCHEDULE E.
"ADB" has the meaning ascribed to such term in SECTION 4 of SCHEDULE J.
"ADB CONVERSION FACTOR" has the meaning ascribed to such term in SECTION 4 of
SCHEDULE J.
"ADB LOA" has the meaning ascribed to such term in SECTION 4 of SCHEDULE J.
"AFFILIATE" means, generally, with respect to any Entity, any other Entity
Controlling, Controlled by or under common Control with such Entity.
"AGREEMENT" has the meaning given in SECTION 1.4 and includes all attachments,
Exhibits and Schedules hereto, as such may be amended or restated from time to
time.
"ALLOCATION OF POOL PERCENTAGE" means the portion of the Pool Percentage
Available for Allocation that is specified for a Performance Category. The total
of all Allocation of Pool Percentages shall not exceed the Pool Percentage
Available for Allocation.
"AMDOCS ACCOUNT OFFICE" means, collectively, the Amdocs Account Executive and
the Amdocs Account Manager as defined in SECTION 4.0 of PART 5 OF SCHEDULE E
(Statement of Work -- Governance).
"AMDOCS EXCLUDED SYSTEMS" has the meaning ascribed to such term in SECTION
9.4(a)(i).
"AMDOCS OWNED MATERIALS" has the meaning ascribed to such term in SECTION
14.3(a).
"AMDOCS OWNED SOFTWARE" means any Software owned by Amdocs (or an Amdocs
Affiliate) and used to provide the Services.
"AMDOCS PERSONNEL" means those employees, representatives, contractors,
subcontractors and agents of Amdocs, Subcontractors and Amdocs Affiliates who
perform any Services under this Agreement. Amdocs Personnel shall include
Transitioned Employees.
"AMDOCS RE-TEST" or "VENDOR RE-TEST" means a re-test of the recoverability of
critical Applications required because of failed Disaster Recovery Milestones.
"AMDOCS SOFTWARE PACKAGE" means the integrated suite of commercially available
packaged software products that are to be provided and licensed to AT&T by
Amdocs
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
Page 2
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Certain Defined Terms
Contract No. 02026409
Amendment No. 02026409.A.010
as part of this Agreement (including all Upgrades and customizations thereto).
"AMDOCS SYSTEM" means the System (including the Amdocs Software Package) to be
implemented, modernized, or consolidated by Amdocs as part of the Services.
"AMENDMENT NUMBER 10" or "FARA" has the meaning ascribed to such term in the
Preamble to the Agreement.
"ANNUAL DEVELOPMENT BUDGET" or "ADB" has the meaning ascribed to such term in
SCHEDULE J.
"ANTIVIRUS SOFTWARE" means software programs and programming (and modifications,
replacements, upgrades, enhancements, documentation, materials and media related
thereto) that are used to monitor for, filter and detect the presence of
Malicious Code and repair or remediate the effects of Malicious Code to the
extent a Party has financial or operational responsibility for such programs or
programming under SCHEDULES E.1, or E.2. Antivirus Software shall include all
such programs or programming in use (or required to be in use) as of the FARA
Effective Date, including those set forth in SCHEDULES B and B.B. Antivirus
Software also shall include all such programs or programming selected by or for
AT&T on or after the Effective Date to the extent a Party has financial or
operational responsibility for such programs or programming under SCHEDULES E.1,
or E.2.
"APPLICATION DELAY" means anytime any Application is not available at start of
scheduled availability.
"APPLICATION SOFTWARE" means software application programs (and all
modifications, replacements, upgrades, enhancements, documentation, materials
and media related thereto) used to support day-to-day business operations and
accomplish specific business objectives. Applications Software shall include all
such software listed on SCHEDULES B AND B.B as in-scope.
"APPLICATION" means a cohesive collection of automated procedures and data
supporting a business objective. It consists of one or more components, modules,
or subsystems.
"APPLICATIONS REPRESENTATIVE" means those Amdocs Personnel that have been
designated to interface with users on resolution of Help Desk Calls, who have
the appropriate authority and capability to resolve such problems, and have been
so identified to the users.
"APPROVED CLIENT AUDITOR" means the AT&T employee or such other person
designated by AT&T as the person with the authority to approve the initial
inventory
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
Page 3
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Certain Defined Terms
Contract No. 02026409
Amendment No. 02026409.A.010
with respect to an AT&T Facility. The Approved Client Auditor may or may not be
stationed at the AT&T Facility for which the Approved Client Auditor has the
authority to approve the initial inventory. AT&T shall designate an individual
who will be the Approved Client Auditor for users who are not assigned to a
specific AT&T Facility.
"ASSET INVENTORY MANAGEMENT SYSTEM CONVERSION DELAY[**]" has the meaning
ascribed to such term in SECTION 6.1(q).
"ASSET INVENTORY MANAGEMENT SYSTEM" means the automated, database-driven
application used by Amdocs to store, query, and continuously update asset
inventory information on all assets used by Amdocs to provide the Services.
"ASSET" means, for the purpose of SCHEDULE G, any combination of System,
Software, Equipment, or Hardware.
"AT RISK AMOUNT" means $[**] per calendar month.
"AT&T CONTRACT OFFICE" means, collectively, the AT&T Contract Executive and the
AT&T Contract Manager as defined in SECTION 4.0 of PART 5 OF SCHEDULE E
(Statement of Work -- Governance).
"AT&T DATA CENTER" means an AT&T Facility designated as a "data center" in
SCHEDULE O.1.
"AT&T DATA" means any data or information of AT&T or any Eligible Recipient, and
any data or information of the customers of AT&T or any Eligible Recipient, that
is provided to or obtained by Amdocs in the performance of its obligations under
this Agreement, including [**] and information with respect to the businesses,
customer, operations, facilities, products, rates, regulatory compliance,
competitors, consumer markets, assets, expenditures, mergers, acquisitions,
divestitures, xxxxxxxx, collections, revenues and finances of AT&T or any
Eligible Recipient. AT&T Data also means any data or information created,
generated, collected or processed by Amdocs in the performance of its
obligations under this Agreement, including data processing input and output,
service level measurements, asset information, third-party service and product
agreements, contract charges and retained and Pass-Through Expenses. AT&T Data
shall not include data related to the internal costs and expenses of Amdocs,
unless such costs or expenses are directly related to the Charges or other
amounts which AT&T is required to reimburse Amdocs (e.g., Out-of-Pocket Expenses
which AT&T is required to pay Amdocs).
"AT&T FACILITIES" means the facilities listed in SCHEDULE O.1 provided by AT&T
or the Eligible Recipient for the use of Amdocs to the extent necessary to
provide the
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
Page 4
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Certain Defined Terms
Contract No. 02026409
Amendment No. 02026409.A.010
Services.
"AT&T IT MANAGED DATA CENTER" means an AT&T Facility designated as an "AT&T IT
managed data center" in SCHEDULE O.1.
"AT&T OWNED MATERIALS" has the meaning ascribed to such term in SECTION 14.1.
"AT&T OWNED SOFTWARE" means Software owned by AT&T or an Eligible Recipient and
used, operated, maintained or supported by or on behalf of Amdocs under or in
connection with this Agreement.
"AT&T PERSONAL DATA" means that portion of the AT&T Data that is subject to any
Privacy Laws.
"AT&T PERSONNEL" means the employees, agents, contractors or representatives of
AT&T or any Eligible Recipient who performed any of the Services to be provided
by Amdocs under this Agreement, the SBC Agreement, or the BellSouth Agreement
during the twelve (12) months preceding the Commencement Date of such Services
under this Agreement.
"AT&T PROVIDED EQUIPMENT" has the meaning ascribed to such term in SECTION
6.5(a), subject to SECTION 6.5(b).
"AT&T REAL YELLOW PAGES" means the following AT&T-owned directory publishing
companies: Pacific Xxxx Directory; Southwestern Xxxx Yellow Pages, Inc.,
Southwestern Xxxx Advertising Group, Inc., AT&T Adverstising L.P., Ameritech
Publishing, Inc., SNET Information Services, Inc., Nevada Xxxx, BellSouth
Advertising & Publishing Corporation, and X. X. Xxxxx and Company and the
wholly-owned subsidiaries of each of the aforementioned Entities.
"AT&T RULES" has the meaning ascribed to such term in SECTION 6.3(a).
"AT&T SITES" means the AT&T Facilities and the offices or other facilities
listed on SCHEDULE O.1 at or to which Amdocs will provide the Services.
"AT&T THIRD PARTY CONTRACTORS" has the meaning ascribed to such term in SECTION
4.5(a).
"AUTHORIZED END USER," "AUTHORIZED USER," "USER," whether or not capitalized,
means employees, customers, suppliers, vendors, auditors, benefit providers,
contractors, and other business partners of Eligible Recipients who use the
Services under the Agreement and who are authorized and enabled (e.g., valid
user ID) by Eligible Recipient(s) to access and utilize the Services and have
been identified by
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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Certain Defined Terms
Contract No. 02026409
Amendment No. 02026409.A.010
Eligible Recipient to Amdocs as such.
"AUTOMATED RESOLUTION PROCESS" and "AUTOMATED MENU" means an automated tool
installed by Amdocs on the voice response unit (VRU) for resolving or responding
to problems reported to the Help Desk that are capable of being resolved by such
an automated tool (e.g., password resets) during the initial Call from the user.
"AVAILABILITY" means the Actual Uptime expressed as a percentage of the
Scheduled Uptime for a particular System, Application, Software, Hardware or any
other part of the Services (i.e., Availability % = ((Actual Uptime)/(Scheduled
Uptime)) x 100%). For purposes of calculating Availability, Scheduled Uptime and
Downtime shall not include any period of Downtime that is the result of
scheduled time required to perform system maintenance (e.g., preventive
maintenance, system upgrades, etc.), provided that such time has been mutually
agreed between the Parties and is scheduled so as to minimize the impact to
AT&T's or an Eligible Recipient's business.
"BACKUP" means to copy a file or files and place them in an appropriate
(potentially, alternate) location so that a safe, usable copy remains if the
original is destroyed.
"BANKRUPTCY CODE" means Title 11 of the United States Code.
"BANKRUPTCY REJECTION" has the meaning ascribed to such term in SECTION 20.7(b).
[**]
[**]
"BAPCO LOANED EQUIPMENT" has the meaning ascribed to such term in SCHEDULE O.3.
"BAPCO" or "BAPCO" means BellSouth Advertising & Publishing Corporation.
"BASE SERVICE CHARGE" has the meaning ascribed to such term in SECTION 2.1 of
SCHEDULE J.
"BASELINE VOLUME" has the meaning ascribed to such term in SECTION 3 of SCHEDULE
J.
"BCR" or "BUSINESS CHANGE REQUEST" has the meaning ascribed to such term in
SCHEDULE L.B.
"BELLSOUTH AGREEMENT" has the meaning ascribed to such term in the Whereas
clauses.
"[**]" has the meaning ascribed to such term in [**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
Page 6
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Certain Defined Terms
Contract No. 02026409
Amendment No. 02026409.A.010
"[**]" has the meaning ascribed to such term in [**].
[**]
"BUSINESS ANALYST" means an individual who performs business analytics.
"BUSINESS APPLICATION" means a program designed to perform specific business
functions directly for the user or, in some cases, for another Application
program.
"BUSINESS AS USUAL" has the meaning ascribed to such term in SECTION 11.1 of
PART 1 of SCHEDULE E.
"BUSINESS CONTINUITY" means AT&T's overall, enterprise-wide plans and activities
intended to enable continued business operation in the event of any unforeseen
interruption (e.g., plans and activities to move a department or business unit
to a new location in the event of a business disruption).
"BUSINESS DAY" means Monday through Friday excluding national holidays and
official AT&T holidays unless otherwise specified by the AT&T Contract Manager
(or his / her designee).
"CALL" means a Call (or an e-mail) to the Help Desk from a user requesting
assistance related to the Services.
"CHANGE CONTROL PROCESS" or "CHANGE CONTROL PROCESS" means a process defined by
written change control procedures used by the Parties through which requested or
suggested changes to Services are controlled.
"CHANGE MANAGEMENT" means the processes relating to planning and performing all
Changes pertaining to the Services, including Changes to individual components
and coordination of Changes across all components thereof set forth in SECTION
9.5 and SCHEDULE E.
"CHANGE REQUEST" has the meaning ascribed to such term in SECTION 9.5.
"CHANGE" means (a) a change to the Services (or dates relating to Services), or
(b) a System Change.
"CHARGEABLE ENHANCEMENT" has the meaning ascribed to such term in SECTION 4 of
SCHEDULE J.
"CHARGES" means the amounts set forth in SCHEDULE J as amounts to be charged
under this Agreement for the Services.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
Page 7
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Certain Defined Terms
Contract No. 02026409
Amendment No. 02026409.A.010
"CLIENT APPROVED REQUEST" means an AT&T request that is properly formatted in
accordance with the then current format that has been approved by the AT&T
Contract Manager or his or her designee.
"CLIENT NOTIFICATION PROCESS"
1. For cases in which Amdocs must contact the Eligible Recipient regarding
requested work that Amdocs believes, in good faith, has been completed,
the Client Notification Process means execution of the following process:
(i) Amdocs will place the applicable request in a "pending close"
status, thereby stopping the Time to Resolve (or other
applicable measurement of resolution time).
(ii) Amdocs will attempt to contact the user via phone and, if the
user is unavailable, Amdocs will leave a voice mail seeking
contact (or, if the user does not have voicemail, Amdocs will
send an e-mail to the user). At such time as the user contacts
Amdocs with respect to the request, the Time to Resolve (or
other applicable measurement of resolution time) will be
re-started.
(iii) If the user does not respond to the voicemail or e-mail from
Amdocs, Amdocs will make [**] additional attempts to contact
the user in a similar manner [**] Business Days.
(iv) If, after such attempts, the user has not contacted Amdocs,
the request will be closed no sooner than [**] after the final
attempt and Amdocs will send an e-mail to the user notifying
him or her of such.
(v) If the user notifies Amdocs that the work associated with the
initial request was not completed, the request will be
reopened with the same request number and the Time to Resolve
(or other applicable measurement of resolution time) will be
restarted at that time. For the avoidance of doubt, if the
request is closed as described in (iv) above, such closure
shall be subject to reopening as describe in this paragraph
(v).
2. For cases in which Amdocs must contact the Eligible Recipient regarding
requested work that has not been completed, the Client Notification
Process means execution of the following process:
(i) Amdocs will place the applicable request in a "pending
contact" status, thereby stopping the Time to Resolve (or
other applicable measurement of resolution time).
(ii) Amdocs will attempt to contact the user via phone and, if the
user
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
Page 8
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Certain Defined Terms
Contract No. 02026409
Amendment No. 02026409.A.010
is unavailable, Amdocs will leave a voice mail seeking contact
(or, if the user does not have voicemail, Amdocs will send an
e-mail to the user). At such time as the user contacts Amdocs
with respect to the request, the Time to Resolve (or other
applicable measurement of resolution time) will be re-started.
(iii) If the user does not respond to the voicemail or e-mail from
Amdocs, Amdocs will make [**] additional attempts to contact
the user in a similar manner [**] Business Days.
(iv) If, after such attempts, the user has not contacted Amdocs,
the request will be placed on hold and Amdocs will send e-Mail
to the user notifying him or her of such. At such time as the
request is placed on hold (no sooner than [**] after the final
attempt), the measurement of the Time to Resolve (or other
applicable measurement of resolution time) will be suspended.
At such time as the user contacts Amdocs with respect to the
request, the Time to Resolve (or other applicable measurement
of resolution time) will be re-started. However, requests
placed on hold will be closed if, after [**] additional
Business Days, the user does not respond to Amdocs and, if the
user responds to Amdocs after such [**] Business Day period, a
new request will be opened.
(v) If the user responds to Amdocs prior to the request being
closed, then the Time to Resolve (or other applicable
measurement of resolution time) will be restarted at that
time.
"CMM" means the Capability Maturity Model developed by the Software Engineering
Institute.
"COMMENCEMENT DATE" means the date as the Parties may agree upon (or have
previously agreed upon) in writing as the date on which Amdocs assumes (or
assumed) full responsibility for the Services. With respect to additional or
consolidated Services (other than Legacy Services) arising under this FARA, the
Commencement Date shall be [**], or such other date(s) as the Parties may agree
upon in writing. With respect to the Legacy Services, the Parties acknowledge
and agree that the Commencement Date shall be no later than the FARA Effective
Date.
"COMPLIANCE" and "COMPLY" mean, with respect to Software, Equipment, Systems or
other contract deliverables to be implemented, designed, developed, delivered,
integrated, installed and/or tested by AT&T or Amdocs, compliance in all
material respects with the applicable Specifications.
"COMPONENT" means any constituent part of a Product or Services, whether
provided by Amdocs or any other source.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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Certain Defined Terms
Contract No. 02026409
Amendment No. 02026409.A.010
"CONTRACT RECORDS" has the meaning ascribed to such term in SECTION 9.9(a).
"CONTRACT YEAR" means for the first Contract Year following the FARA Effective
Date, a period commencing on the FARA Effective Date and ending on December 31,
2007, and for each subsequent Contract Year, a twelve (12) month period
commencing on January 1 and ending on December 31. If any Contract Year is less
than twelve (12) months, the rights and obligations under this Agreement that
are calculated on a Contract Year basis will be proportionately adjusted for
such shorter period, unless otherwise expressly specified in this Agreement.
"CONTROL" and its derivatives mean: (a) the legal, beneficial, or equitable
ownership, directly or indirectly, of (i) at least 50% of the aggregate of all
voting equity interests in an Entity or (ii) equity interests having the right
to at least 50% of the profits of an Entity or, in the event of dissolution, to
at least 50% of the assets of an Entity; (b) the right to appoint, directly or
indirectly, a majority of the board of directors; (c) the right to control,
directly or indirectly, the management or direction of the Entity by contract or
corporate governance document; or (d) in the case of a partnership, the holding
by an Entity (or one of its Affiliates) of the position of sole general partner.
"CORPORATE LEVEL AGREEMENTS" means all agreements: (a) between AT&T (or a parent
company of AT&T) and a third party pursuant to which such third party grants
licenses to use materials, and/or provides services, to AT&T and/or its
Affiliates; and (b) under which Amdocs is required to have rights in order to
perform the Services. Corporate Level Agreements include agreements with the
following: IBM Corporation, Microsoft Corporation, and Oracle Corporation.
"CPI" means customer proprietary information.
"CPNI," "CUSTOMER PROPRIETARY NETWORK INFORMATION," or "CPNI" means (i)"customer
proprietary network information" as defined under the Communications Act of
1934, as amended, including by the Telecommunications Act of 1996, and
applicable Federal Communications Commission orders and regulations; (ii) any of
the following information of any customer of AT&T or any Eligible Recipient or
any of their Affiliates, or any customer of any such customer, whether
individual or aggregate, whether or not including identifying information:
names, addresses, phone numbers, Calling patterns, and the quantity, nature,
technical configurations, locations, types, destinations or amount of use of
telecommunications services received or Calls received or made; (iii)
information contained on the telephone bills of AT&T's, any Eligible
Recipient's, or any of their Affiliates' customers (including the customers of
such customers) pertaining to telephone exchange service or telephone toll
service received by a customer of AT&T, any Eligible Recipient, any of their
Affiliates or of any customer of any such customer; (iv) unlisted customer
numbers; (v) aggregate customer data with individual identifying information
deleted; or (vi) information available to
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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AT&T or any Eligible Recipient by virtue of AT&T's, any Eligible Recipient's, or
their Affiliates', relationship with its customers as a provider of
telecommunications service, or by virtue of their customers' relationships with
their own customers as providers of telecommunications services.
"CRITICAL DELIVERABLES [**]" means the monetary amount that the Amdocs shall be
obligated to pay to AT&T, or credit against Monthly Charges, in the event Amdocs
fails to timely deliver a Critical Deliverable.
"CRITICAL DELIVERABLES" means those deliverables performed on a one-time or
periodic basis and identified in SCHEDULE G - ATTACHMENT C and for which
Critical Deliverables Credits may be payable.
"CRITICAL PRIORITY" has the meaning ascribed to such term in SCHEDULE G -
ATTACHMENT F.
"CRITICAL SERVICE LEVELS" means those Service Levels identified as such in
SCHEDULE G - ATTACHMENT A and described in SCHEDULE G - ATTACHMENT B and for
which a Service Level Credit may be payable.
"CRITICAL UPTIME" means the aggregate number of minutes in the specified period
in any month during which the functionality of each defined Service component
shall be measured. [**].
"CSS" means the common system solution approved by AT&T.
"CUSTOMER INFORMATION" means that portion of the AT&T Data consisting of
information of or about a customer of AT&T or an Eligible Recipient, including
customer name, address, e-mail address, and/or phone number (listed or
unlisted); personal information such as birth date, social security number,
drivers license, credit card information, bank account, account number or
personal identification numbers; information concerning Calling patterns, Call
details, records of incoming or outgoing Calls, or minutes of use or other use
of AT&T's or an Eligible Recipient's services; information related to payments,
credit status, and transactions with AT&T or an Eligible Recipient; demographic
information; or aggregate customer data including aggregate data with individual
identifying information deleted and CPNI.[**]
"DATA" means numbers, characters, images, or other information recorded in a
form that can be input into a CPU/processor, stored and processed there, or
transmitted on some digital or analog channel.
"DE" or "DETAILED ESTIMATE" means a detailed estimate.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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"DELIVERABLE" means any deliverable (i) provided pursuant to a Major
Modernization Milestone, (ii) provided pursuant to an Order, or (iii) required
to be provided under this Agreement (e.g., as part of a Transition Plan).
"DESKTOP PC" means an user PC configuration, including Standard Hardware (e.g.,
keyboard, monitor, CPU, mouse, peripherals, printers, plotters, video adapters,
etc.), core system and user Software (e.g., Operating System Software, memory
manager, device drivers, configuration scripts, e-mail, productivity tools,
etc.) A Desktop PC may have Standard or Non-Standard Hardware or Software.
"DEVELOPED MATERIALS" means any Materials (including Software), or any
modifications, enhancements or derivative works thereof, developed by or on
behalf of Amdocs for AT&T in connection with or as part of the Services.
"DEVELOPMENT ALLOTMENT" has the meaning ascribed to such term in SECTION 2.0 of
SCHEDULE A.
"DEVELOPMENT" has the meaning ascribed to such term in SECTION 1.0 of PART 1 OF
SCHEDULE E.
"DFD" means the detailed functional design phase of implementation of the Amdocs
Software Package, in which the specification for Enhancements to the Amdocs
Software Package designed to meet the business needs and requirements of AT&T
will be identified and then detailed in the DFS documents.
"DFS" means the detailed functional specifications for the Amdocs Software
Package and Enhancements, which are the direct result of the DFD.
"DIRECT AMDOCS COMPETITORS" means the Entities identified in SCHEDULE N, as well
as their Affiliates, successors and assigns, as such list of Entities may be
modified by Amdocs (subject to AT&T's consent, not to be unreasonably withheld)
from time to time to add direct competitors of Amdocs in the areas of directory,
customer care and billing, customer relationship management systems, operational
support systems and digital advertising systems, including the provision of
services relating to such systems.
"DIRECT AT&T COMPETITORS" means the Entities identified in SCHEDULE P, as well
as their Affiliates, successors and assigns, as such list of Entities may be
modified by AT&T (subject to Amdocs' consent not to be unreasonably withheld)
from time to time to add direct competitors of AT&T in the directory publishing
business in the United States.
"DISABLING CODE" means computer instructions, features or functions that may
permit Amdocs or a third party to, or may automatically: (a) alter, destroy or
inhibit Software
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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and/or a processing environment; (b) erase, destroy, corrupt or modify any data,
programs, materials or information used by AT&T or an Eligible Recipient or
store any data, programs, materials or information on AT&T's or an Eligible
Recipient's computers without the consent of AT&T; (c) discontinue AT&T's
effective use of the Software; or (d) bypass any internal or external software
security measure to obtain access to any hardware or software of AT&T or an
Eligible Recipient without the consent or knowledge of AT&T, including, but not
limited to, other programs' data storage and computer libraries. Disabling Code
includes programs that self-replicate without manual intervention, instructions
programmed to activate at a predetermined time or upon a specified event, and/or
programs purporting to do a meaningful function but designed for a different
function.
"DISASTER RECOVERY MILESTONE" means a milestone to be accomplished as part of
testing Disaster Recovery Plan as defined and referenced in SCHEDULE G --
ATTACHMENT B and SCHEDULE G -- ATTACHMENT C.
"DISASTER RECOVERY PLAN" means an Amdocs developed and AT&T-approved plan
(developed and maintained with appropriate AT&T-provided input) to perform
Disaster Recovery as defined and referenced in SCHEDULE G -- ATTACHMENT B and
SCHEDULE G -- ATTACHMENT C.
"DISASTER RECOVERY" means the specific plans and activities required to continue
provisioning the Services in the event of an unforeseen interruption as set
forth in SCHEDULE E. The Disaster Recovery plans and activities include support
and coordination with the Business Continuity plans and activities.
"[**]" means, with respect to each [**] and, with respect to each of the [**],
for a [**] during the Term [**]. For the avoidance of doubt, nothing herein is
intended to alter the [**] with respect to [**].
"DISCOVERED AGREEMENT" has the meaning ascribed to such term in SECTION 6.11.
"DOWNTIME" means the time that a particular System, Application, Product,
Software, Hardware or any other part of the Services is not available during the
Measurement Window as specified in SCHEDULE G -- ATTACHMENT N. Downtime is the
aggregate number of minutes in the specified period in any month during which
the functionality of each defined Service component is not available for use by
Users or is degraded in any material respect. Downtime shall include a loss or
degradation of functionality due to a failure of the Applications or System in
question.
"EAR DENIED PERSONS LIST" means the Export Administration Regulations denied
persons list of the Bureau of Industry and Security of the United States
Department of Commerce, as updated, or such other list of the United States that
may replace, or be of
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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similar subject matter to, the Export Administration Regulations denied persons
list.
"[**]" means the methodology used to [**] as described in SCHEDULE [**].
"EFFECTIVE DATE" has the meaning ascribed to such term in the Preamble to this
Agreement.
"ELIGIBLE RECIPIENTS" means, collectively, the following:
1. [**];
2. [**];
3. [**]; and
4. [**] and (iii) that has agreed in writing to be bound by the
terms and conditions of this Agreement.
Provided, however, that the following [**]:
(i) [**]
(ii) [**], and
(iii) [**].
"EMPLOYMENT EFFECTIVE DATE" has the meaning ascribed to such term in SECTION
8.1(a)(i) and SCHEDULE M.B, as applicable.
"ENHANCEMENT" means any modification or addition to the functionality of the
Amdocs Software Package that is included in the Modernization Plan or has been
referred to or gone through the Change Management process set forth in SECTION
9.5.
"ENTERPRISE INTEGRATION ARCHITECTURE" has the meaning ascribed to such term in
SECTION 4.2(a).
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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"ENTITY" means a corporation, partnership, joint venture, trust, limited
liability company, association or other organization.
"ENVELOPE PARAMETER" has the meaning ascribed to such term in SECTION 3 of
SCHEDULE J.
"ENVELOPE UNIT RATE" has the meaning ascribed to such term in SECTION 3 of
SCHEDULE J.
"ENVIRONMENTAL CLAIMS" means any claim, suit, action, proceeding, notice,
inquiry, request for information, lien, or judgment arising out, as a result of,
or in connection with any Environmental Law.
"ENVIRONMENTAL LAWS" means Laws related to (i) pollution or the protection of
air, ground or surface water, soil, or other environment media, (ii)
occupational health and safety, or (iii) Hazardous Materials.
"EQUIPMENT LEASES" means all leasing arrangements whereby AT&T leases Equipment
as of the Commencement Date which will be used by Amdocs to perform the Services
after such Commencement Date. Equipment Leases consist of those leases
identified on SCHEDULE F.2.
"EQUIPMENT" means all computing, networking and communications equipment or
Hardware procured, provided, operated, supported, or used by Amdocs in
connection with the Services, including (i) mainframe, midrange, server and
distributed computing equipment and associated attachments, features,
accessories, peripheral devices, and cabling, (ii) personal computers, laptop
computers and workstations and associated attachments, features, accessories,
peripheral devices, and cabling, and (iii) voice/video telecommunications and
network equipment and associated attachments, features, accessories, peripheral
devices, and cabling.
"EVENT OF LOSS" has the meaning ascribed to such term in SECTION 16.2(a).
"EXCLUDED SERVICES" has the meaning ascribed to such term in SECTION 4.1(e).
[**]
"EXPECTED SERVICE LEVEL" means the desired level of performance for a Critical
Service Level or Key Measurement as set forth in ATTACHMENT A as defined in
SCHEDULE G.
"[**]" has the meaning ascribed to such term in SECTION 11.5(a).
"FARA EFFECTIVE DATE" has the meaning ascribed to such term in the Preamble to
the
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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Agreement.
"FARA" has the meaning ascribed to such term in the Preamble to the Agreement.
"FCPA" means the Foreign Corrupt Practices Act.
"FINAL MAJOR MILESTONE" means the Final Major Milestone as identified in Section
2.0 of ATTACHMENT A to SCHEDULE A.
"FINAL RESOLUTION" means when the Application meets the business requirements in
place prior to the error that resulted in the Call to the Help Desk, and the
user that reported the problem has been contacted by the Help Desk
representative and agrees that it has been resolved.
"FIXED XXX" has the meaning ascribed to such term in SECTION 4 of SCHEDULE J.
"GOOD WORKING ORDER" means, with respect to Equipment or Software, that such
Equipment or Software is performing the portion of the Services to which it is
assigned.
"GOVERNANCE TEAM" means AT&T's and Amdocs' team of individuals identified in
SCHEDULE E as the "Governance Team".
"GOVERNMENT REQUIREMENT" has the meaning ascribed to such term in SECTION
19.3(b)(III).
"HARD IMAC" has the meaning ascribed to such term in SECTION 3.0 of PART 4 OF
SCHEDULE E.
"HARDWARE REPAIR CALL" means a Call by an user notifying the Help Desk of
degradation in functionality or performance for Hardware.Hardware Repair Calls
shall not include Calls relating to degradation in performance resulting from
problems other than the Hardware or Software (such as network problems),
provided that if Amdocs mistakenly diagnoses a problem as something other than
Hardware or Software, and such diagnosis is wrong, and the problem is actually
Hardware-related or Software-related, such Call shall be counted as a Hardware
Repair Call at the time such Call was originally made.
"HARDWARE" or "HARDWARE ASSETS" means the computers and related equipment used
in connection with the provision of the Services, including central processing
units and other processors, controllers, modems, communications and
telecommunications equipment (voice, data and video), cables, storage devices,
printers, terminals, other peripherals and input and output devices, and other
tangible mechanical and electronic equipment intended for the processing, input,
output, storage, manipulation,
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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communication, transmission and retrieval of information and data.
"HAZARDOUS MATERIALS" means any and all materials that are regulated by the
federal or any state or local government during use, transportation, handling,
storage, treatment, and/or disposal/recycling. These materials include, but are
not limited to, materials that are regulated as (i) "hazardous materials" under
the Hazardous Materials Transportation Act and the Control of Radioactive
Contamination of the Environment Law, (ii) "chemical hazards" under the
Occupational Health and Safety Administration ("OSHA") Standards, (iii)
"chemical substances or mixtures" under the Toxic Substances Control Act, (iv)
"pesticides" under the Federal Insecticide, Fungicide and Rodenticide Act, and
(v) "hazardous waste" as defined or listed under the Resource Conservation and
Recovery Act ("RCRA").
"HEAVY JOBS" are defined as batch jobs that affect a large population of the
database and are expected to run over a long time (such as NPA Splits,
conversion extracts). Heavy jobs need to be scheduled in the weekend as much as
possible. In case such a job is scheduled during the week its impact on the
batch cycle needs to be evaluated and discussed with the Governance Team prior
to job execution.
"HELP DESK SPEED OF ANSWER AFTER AUTOMATED MENU SELECTION" means the time
between the Caller's selection of the option on the Help Desk voice response
unit's menu that leads to a live person and the time that a live person answers
ready to start working on the Call.
"HELP DESK" means an Amdocs-managed help desk function that provides reactive
and proactive problem determination, resolution and /or tracking, as applicable,
under the Agreement.
"HIGH LEVEL ESTIMATE" or "HLE" means an initial or high level aggregate
estimate, as opposed to a DE.
"HIGH PRIORITY" has the meaning ascribed to such term in ATTACHMENT F of
SCHEDULE G.
"IMAC" means an installation of new Hardware and/or Software or a movement of,
adds to, or change to any installed Hardware and related Software. An IMAC may
include account/ password changes."
"INCLUDE" and its derivatives mean "including without limitation." This term is
as defined, whether or not capitalized in this Agreement.
"INCOME TAX" means any tax on or measured by the net income of a Party
(including taxes on capital or net worth that are imposed as an alternative to a
tax based on net or gross income), or taxes which are of the nature of excess
profits tax, minimum tax on tax
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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preferences, alternative minimum tax, accumulated earnings tax, personal holding
company tax, capital gains tax or franchise tax for the privilege of doing
business.
"INITIAL MP REVIEW PERIOD" has the meaning ascribed to such term in SECTION 16.0
of SCHEDULE A.
"INITIAL TERM" has the meaning ascribed to such term in SECTION 3.1.
"[**]" and its derivatives mean, with respect to [**] other than [**] (as such
terms are defined [**] Effective Date.
"IT" means information technology.
"KEY AMDOCS PERSONNEL" means the Amdocs Personnel designated in SCHEDULE C as
Key Amdocs Personnel, which list may change from time to time by mutual written
agreement of the Parties; provided that the [**] Key Amdocs Personnel shall [**]
under this Agreement.
"KEY BUSINESS DELIVERABLE" has the meaning ascribed to such term in SCHEDULE G.
"KEY MEASUREMENTS" mean those Service Levels identified as such in ATTACHMENT A
and described in ATTACHMENT B of SCHEDULE G and for which no Service Level [**]
is payable.
"LAN SEGMENT" means a separate AT&T Local Area Network, which shall include
servers, cabling, gateways, hubs, switches, router connections (to the LAN
Segment), local backbones and other communications equipment, but not PCs.
"LAPTOP PC" means an user's laptop PC configuration, including Standard Hardware
(e.g., docking station, monitor, PCMCIA modem, keyboard, CPU, mouse,
peripherals, printers, plotters, video adapters, etc.), core system and user
Software (e.g., Operating System Software, memory manager, device drivers,
configuration scripts, e-mail, productivity tools, etc.). A Laptop PC may have
Standard or Non-Standard Hardware or Software.
"LATE DATA TRANSMISSION" means any data transmission either through magnetic
media, CD-Roms or via Communication devices that are not received by the
receiving party by the documented schedule date and time.
"LAWS" means all national, federal, intergovernmental, regional, common, state
and local laws, statutes, regulations, rules, executive orders, supervisory
requirements, directives, circulars, opinions, orders, interpretive letters and
other official releases of or by any government or quasi-governmental authority,
or any authority, department or agency
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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thereof, or any self-regulatory organization, anywhere in the world, including
Privacy Laws.
"LEASE REFRESH" means the process by which leased Equipment is replaced upon
expiration of the lease term. A high level description of the lease refresh
process is set forth in SCHEDULE G -- ATTACHMENT R, Lease Refresh Process.
"LEGACY SERVICES" has the meaning ascribed to such term in Whereas clauses of
the Agreement.
"LEVEL 1 SUPPORT" has the meaning ascribed to such term in SECTION 3.0 of PART 1
OF SCHEDULE E.
"LEVEL 2 SUPPORT" has the meaning ascribed to such term in SECTION 3.0 of PART 1
OF SCHEDULE E.
"LEVEL 3 SUPPORT" has the meaning ascribed to such term in SECTION 3.0 of PART 1
OF SCHEDULE E.
"LEVEL-1 HELP DESK" is a Help Desk that provides the initial response to Users.
The typical Level-1 Help Desk functions include Call answer, problem tracking,
resolution of problems, problem escalation to second or third-level support, and
dispatch of on-site support.
"LEVEL-2 HELP DESK" means those people and facilities through which Amdocs will
respond to all Calls and contacts not resolved by the Level 1 Help desk. Calls
and contacts from users will route by the Level-1 Help Desk.
"LOCAL AREA NETWORK" or "LAN" means a data network (typically within a building
or campus) which utilizes one of several data protocols and to which Hardware,
such as PCs and printers, is attached or otherwise connected such that users can
access or share Hardware and other resources.
"[**]" means a [**] standards.
"LOSSES" means all liabilities, damages, fines, penalties and claims (including
taxes), and all related costs and expenses (including reasonable legal fees and
disbursements and costs of investigation, litigation, settlement, judgment,
interest and penalties).
"MAINFRAME APPLICATION" means a System that is a mainframe Software application
operated by Amdocs.
"MAINTENANCE AND SUPPORT (SERVICES)" has the meaning ascribed to such term in
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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SECTION 1.0 of PART 1 OF SCHEDULE E.
"MAINTENANCE WINDOW" means scheduled non business hours agreed by AT&T that will
be utilized to perform Systems maintenance for both Hardware and Software.
"[**]" means the [**] listed in SECTION 2.0 of ATTACHMENT A TO SCHEDULE A, [**].
"MAJOR RELEASE" means a new version of Software that includes changes to the
architecture and/or adds new features and functionality in addition to the
original functional characteristics of the preceding software release. These
releases are usually identified by full integer changes in the numbering, such
as from "7.0" to "8.0," but may be identified by the industry as a major release
without the accompanying integer change.
"MALICIOUS CODE" means (i) any code, program, or sub-program whose knowing or
intended purpose is to damage or interfere with the operation of the computer
system containing the code, program or sub-program, or to halt, disable or
interfere with the operation of the Software, code, program, or sub-program,
itself, or (ii) any device, method, or token that permits any person to
circumvent the normal security of the Software or the system containing the
code.
"MANAGED THIRD PARTIES" means the AT&T Third Party Contractors listed on
SCHEDULE E.5 and any substitute or replacement third party contractors
reasonably designated by AT&T pursuant to the provisions of SECTION 9.14.
"MATERIALS" means, collectively, Software, literary works, other works of
authorship, specifications, design documents and analyses, processes,
methodologies, programs, program listings, documentation, reports, drawings,
databases and similar work product.
"MAXIMUM NUMBER OF MEASUREMENTS" means the maximum number of Critical Service
Levels allowed at any given time -- which is [**], unless otherwise agreed. The
total number of Critical Service Levels and Key Measurements at any given time
should not exceed [**].
"MEASURED BACKUP" means a backup of applicable data files and Software for a
Measured System during the Scheduled backup window that includes the completion
of the following:
- For Applications, jobs that backup application data files, Software
and databases according to the Application Disaster Recovery Plan or
other agreed upon documentation for the Application.
- For Applications, perform full (non-incremental) or incremental
(where full backups cannot be accomplished) backups weekly or as
otherwise specified in this Agreement.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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- For infrastructure components used in connection with an
application, jobs that backup operating systems, Software and user
data (where appropriate).
- For cases in which technology solutions or methodologies selected do
not execute a full backup (e.g., ADSM), incremental or revisional
backups.
- For the avoidance of doubt, in no event will the Measured Backups
occur less frequently than the current practice (as of the FARA
Effective Date) between AT&T and Amdocs.
"MEASURED CHANGE" means a Change required to be performed using the Change
Control Procedures. In addition and without limiting the foregoing, Measured
Change shall include any Change affecting the Services that creates a negative
impact to the Eligible Recipient and was not performed according to the Change
Control Procedures, but that Amdocs and AT&T agree should have been.
"MEASURED FILE" means a single user file or directory of files.
"MEASURED IMAC REQUEST" means a completed and approved request for an IMAC that
is submitted to Amdocs through the Amdocs Service Request Management System and
is related to the Services. A Measured IMAC Request involving the same item for
up to [**] users or up to [**] items for a single user shall constitute a single
Measured IMAC Request, so long as the request for all such items is made on the
same Measured IMAC Request form and all such items are requested to be made as
of the same date and, if Hardware is necessary, all components are available and
on-site at the time of the request.
"MEASURED PROJECT" means an Applications or infrastructure project managed by
Amdocs for an Eligible Recipient that at a minimum meets the following criteria:
(i) the project must follow the project management methodology as outlined in
SCHEDULE E, and has a level of effort for Amdocs' personnel of at least [**]
person hours or a total cost to AT&T of at least [**] dollars ($[**].
"MEASURED SYSTEM" means the Systems identified in SCHEDULE B, including the
Applications and associated Application and user data whether resident on host
or distributed infrastructure components (other than desktop and other end user
devices), and infrastructure components (other than desktop and other end user
devices), for which Amdocs has operational responsibility.
"MEASUREMENT PERIOD" means monthly, unless otherwise noted herein or agreed by
the Parties.
"MEASUREMENT WINDOW" are times defined for each Critical Service Level, Key
Measurement and Critical One Time Deliverable as set forth in SCHEDULE G -
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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ATTACHMENT B.
[**]
"MINIMUM SERVICE LEVEL" means the minimum level of performance for a Critical
Service Level or Key Measurement as set forth in ATTACHMENT A as defined in
SCHEDULE G.
"[**]" means [**], including [**] if the [**] Contract Year; or (b) less than or
equal to [**] Contract Year.
"MINOR RELEASE" means a scheduled release containing small functionality updates
and/or accumulated resolutions to defects or non-conformances made available
since the immediately preceding release (whether Major Release or Minor
Release). Minor Releases shall include "Maintenance Releases" which are
supplemental to and made available between Major Releases and other Minor
Releases, issued and provided under specific vendor service level or maintenance
obligations and contain only accumulated resolutions or mandated changes. These
releases are usually identified by a change in the decimal numbering of a
release, such as "7.12" to "7.13."
"[**]" has the meaning ascribed to such term in ATTACHMENT A to SCHEDULE A.
"MODERNIZATION MILESTONE" shall have the meaning provided in SECTION 4.2(b).
"MODERNIZATION PERIOD" means the period that commenced on the Commencement Date
under the SBC Agreement prior to the FARA Effective Date and which will expire
as set forth in SCHEDULE A, ATTACHMENT A, to this FARA, unless expressly
extended or otherwise agreed to in writing by the Parties.
"MODERNIZATION PLAN NOTIFICATION" has the meaning ascribed to such term in
Section 16.0 of SCHEDULE A.
"MODERNIZATION PLAN" means the plan set forth in SCHEDULE A and developed
pursuant to SECTION 4.2 hereof, which identifies all material transition tasks,
functions, responsibilities and Developed Materials to be undertaken by Amdocs
in connection with the implementation of the Amdocs System, and the dates by
which each will be completed by Amdocs.
"MODERNIZATION SERVICES" means all services, functions, responsibilities, tasks
and Developed Materials described in SECTION 4.2 to be performed or delivered by
Amdocs during the Modernization Period in accordance with this Agreement, as
such services, functions, responsibilities, tasks and Developed Materials may be
supplemented,
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companies except by written agreement.
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enhanced, modified or replaced in accordance with this Agreement.
"MODERNIZATION" has the meaning ascribed to such term in SECTION 1.0 of SCHEDULE
A.
"MODULE" means a separately defined Software Component of a sub-system where
similar functions generally are contained within the same unit of programming
code and separate functions generally are developed as separate units of code.
"MONTHLY CHARGES" means the total charges for Services invoiced by Amdocs to
AT&T in any calendar month.
"MULTIPOINT" means any video conference that involves more than two locations
that require telecommunications connections.
"N RELEASE LEVEL" has the meaning ascribed to such term in SECTION 9.6(a).
"N-1 RELEASE LEVEL" has the meaning ascribed to such term in SECTION 9.6(a).
"NETWORK" means the telecommunications circuits, and the LAN/WAN equipment
supporting these circuits, between the user's Desktop PC, Laptop PC, Windows
Terminal, fixed-function terminal, or other device, the AT&T Facility Hardware,
and the Amdocs Data Center Hardware or other Eligible Recipient Hardware.
"NEW ADVANCES" has the meaning ascribed to such term in SECTION 11.6(c).
"NEW SERVICES" means services requested by AT&T and provided by Amdocs to AT&T
that are [**], the Services as of the time of the determination of the nature of
the services, and for which there is [**] provided in this Agreement.
"NEWGEN" has the meaning ascribed to such term in SECTION 1.0 of SCHEDULE A.
"[**] MEASUREMENT PERIOD" means the [**] of measurements immediately preceding
the month in which AT&T provided written notice to Amdocs used to establish the
Expected Service Level and Minimum Service Level.
"NO CHARGE REVISION" has the meaning ascribed to such term in SECTION
9.5(c)(i)(1).
"NONCOMPLIANCE" means noncompliance in any material respect with the applicable
Specifications.
"NON-DEVELOPMENT MODERNIZATION ALLOTMENT" has the meaning ascribed to such term
in SECTION 2.0 of SCHEDULE A.
"NON-STANDARD" means that Hardware or Software that has not been approved by
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companies except by written agreement.
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AT&T as Standard.
"NORMAL BATCH CONDITIONS" is defined as a batch cycle that is expected to start
and end on its regular scheduled time unless impacted by the following
exclusions:
-Heavy Jobs
-System or database unavailability
-AT&T authorized client negotiated
"NOTICE OF COMPLETION" means Amdocs' written notice to AT&T that a Deliverable
has been completed and delivered to AT&T (and that such Deliverable is ready for
Testing by AT&T).
"NOTICE OF DISPUTE" has the meaning ascribed to such term in SECTION 19.2(c).
"NOTICE OF ELECTION" has the meaning ascribed to such term in SECTION 17.5(a).
"OFFSHORE IMPACT" has the meaning ascribed to such term in SECTION 15.10(o).
"OFFSHORE SERVICES" has the meaning given to it in SECTION 15.10(o).
"ON-GOING MODERNIZATION (SERVICES)" has the meaning ascribed to such term in
SECTION 1.0 of PART 1 OF SCHEDULE E.
"OPERATING SYSTEM SOFTWARE" means the Software control program in a CPU that
provides the interface to the CPU and its associated Hardware, and the usage and
allocation of memory resources, processor resources, input/output resources, and
security resources.
"ORDER" means a document substantially in the form of EXHIBIT 4.
"OUTER MARKER" has the meaning ascribed to such term in SECTION 3 of SCHEDULE J.
"OUT-OF-POCKET EXPENSES" means [**] out-of-pocket expenses [**] under this
Agreement and which are otherwise in accordance with AT&T's Expense Guide and
Policies attached hereto as EXHIBIT 11. Out-of-pocket expenses [**].
"OUTSOURCING SERVICES" means all services, functions, responsibilities, tasks
and Developed Materials described in SCHEDULE E to be performed or delivered by
Amdocs during the term of this Agreement and in accordance with this Agreement,
as such services, functions, responsibilities, tasks and Developed Materials may
be supplemented, enhanced, modified or replaced in accordance with this
Agreement.
"PAC" or "PERFORMANCE ACTION COMMITTEE" means the committee set up to evaluate
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companies except by written agreement.
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and determine the root cause of performance problems relating to Systems and
Applications. See SCHEDULE G - ATTACHMENT V for a more complete description.
"[**]" means the expenses listed in SCHEDULE J for which [**], in accordance
with [**] in connection with [**].
"PASSWORD RESET" means using appropriate Software commands to restore a Password
to usable status.
"PASSWORD" means a code identified with an user to enable access to AT&T
Systems.
"PC AND LAPTOP SYSTEMS REPAIR CALL" means a Call by an user notifying the Help
Desk of degradation in functionality or performance for a PC or Laptop.
PC and Laptop Systems Repair Calls shall not include Calls relating to
degradation in performance resulting from problems other than the Hardware
or Software (such as network problems), provided that if Amdocs mistakenly
diagnoses a problem as something other than Hardware or Software, and such
diagnosis is wrong, and the problem is actually Hardware-related or
Software-related, such Call shall be counted as a Hardware Repair Category
Repair Call at the time such Call was originally made.
"PC" means an user personal computer or Workstation forming a part of the
Hardware including all AT&T specified Software installed thereon, and all AT&T
specified Hardware attached or connected thereto (including display monitors,
keyboards, mice and printers, but excluding non-office Hardware e.g., robotics,
environmental control devices, etc.), and all AT&T network attachments,
provided, however, any AT&T specified Hardware item connected with more than one
personal computer or Workstation shall be deemed to be a part of only one
personal computer as selected by AT&T in its discretion. A PC may have Standard
or Non-Standard Hardware or Software.
"PERFORMANCE CATEGORY" means a grouping of Critical Service Levels as set forth
in SCHEDULE G - ATTACHMENT A.
"PIW" or "PLANNING INITIATIVE WORKSHEET" means a planning initiative worksheet.
"POLICY AND PROCEDURES MANUAL" has the meaning ascribed to such term in SECTION
9.1(a).
[**]
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Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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"[**]" means [**] and:
(i) [**];
(ii) [**] after the FARA Effective Date [**] thereof;
(iii) [**] after the FARA Effective Date, [**] under this Agreement;
(iv) [**] after the FARA Effective Date;
(v) [**]; or
(vi) as to which [**].
[**]
"PRIME RATE" has the meaning set forth in SECTION 9.9(c).
"PRIVACY LAWS" means Laws relating to data privacy, trans-border data flow or
data protection such as the implementing legislation and regulations of the
European Union member states under the European Union Directive 95/46/EC.
"PRODUCT" means any Hardware, Software or supply item provided by Amdocs or AT&T
pursuant to the Agreement.
"PRODUCTION CUTOVER COMPLETION DATE" has the meaning ascribed to such term in
ATTACHMENT A to SCHEDULE A.
"PROJECT IMAC" has the meaning ascribed to such term in SECTION 3.0 of PART 4 OF
SCHEDULE E.
"PROJECT MANAGER" means the AT&T and Amdocs project or systems operations
managers for the applicable project or system.
"PROPRIETARY INFORMATION" has the meaning ascribed to such term in SECTION
13.3(a).
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Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
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"PUBLICITY MATTERS" has the meaning ascribed to such term in SECTION 21.11.
"PURCHASE AGREEMENT" means the Purchase Agreement entered into between Amdocs,
Inc., and Southwestern Xxxx Yellow Pages, Inc. effective as of April 14, 2003.
"X. X. XXXXXXXXX" means either individually or jointly, X. X. Xxxxxxxxx
Corporation, a Delaware corporation and X. X. Xxxxxxxxx Publishing & Advertising
of Illinois Partnership, an Illinois general partnership.
"REASONABLE CURRENCY" has the meaning ascribed to such term in SECTION 9.6(a).
"REPAIR CALL" means a Call (or an e-mail) by an user notifying the Help Desk of
degradation in functionality or performance in Equipment or Software. Repair
Calls shall not include Calls relating to degradation in performance resulting
from problems other than the Equipment or Software (such as network problems),
provided that if Amdocs mistakenly diagnoses a problem as something other than
Equipment or Software, and such diagnosis is wrong, and the problem is actually
Equipment-related or Software-related, such Call shall nevertheless be counted
as a Repair Call at the time such Call was originally made.
"REPLACEMENT THIRD PARTY SOFTWARE" has the meaning ascribed to such term in
SECTION 9.6(b).
"REPORTS" has the meaning ascribed to such term in SECTION 9.2(a).
"[**]" means the [**] Amdocs AT&T licensed Third Party Software, Third Party
Contracts, Equipment Leases (including related warranties); (ii) to grant Amdocs
the right to use and/or access the AT&T licensed Third Party Software in
connection with providing the Services; (iii) to grant AT&T and the Eligible
Recipients the right to use and/or access the Amdocs Owned Software, Third Party
Software and Equipment acquired, operated, supported or used by Amdocs in
connection with providing the Services; (iv) to assign or transfer to AT&T any
Developed Materials, (v) to assign or transfer to AT&T or its designee Amdocs
Owned Software, Third Party Software, Third Party Contracts, Equipment Leases or
other rights following the expiration or termination of this Agreement to the
extent provided in this Agreement; and (vi) [**] in connection with Amdocs'
provision of the Services.
"RESOLUTION" or "RESOLVE" means the elapsed time between the time Amdocs
receives notification of a problem through the help desk tracking system of a
problem or service request, and the time that Amdocs restores the full
functionality of the service or completes the service request and such service
is acceptable to AT&T.
"RESOLVABLE CALL" means, for all Services, any Call capable of being resolved by
the
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distribution within those companies or for distribution outside those
companies except by written agreement.
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Level-1 Help Desk within a [**] period during the Measurement Window to report a
problem, except Calls that require:
- A physical dispatch of a person to the relevant site to resolve
the problem;
- Calls to be routed to another service provider to resolve the
problem;
- Resolution by business or engineering applications support personnel
to fix the problem (e.g., ABEND, application rerun, etc.);
- Resolution by a Software provider to fix the problem (e.g., Software
fix, new release, etc.);
- A software reload or reconfiguration reset that takes more than the
available time, due to physical hardware or network limitations on
data transfer;
- Resolution of network issues outside of the scope of the services
provided by Amdocs; or
- Resolution of a problem caused by hardware or software not supported
by Amdocs under any of the applicable contractual agreements with
Eligible Recipient.
For the avoidance of doubt, if any of the above exceptions exist for a
Help Desk Call, and the Help Desk attendant should have been able to solve
the problem by using then-currently installed tools, the Help Desk Call
will be classified as capable of being resolved during the first Call to
the Help Desk and will be counted as unresolved rather than being excluded
from the calculation.
"ROOT CAUSE ANALYSIS" means the formal process conducted by Amdocs with Eligible
Recipient assistance, specified in the Policy and Procedures Manual, to be used
[**] as specified in SECTION 7.4 or as requested by AT&T.
"SAVINGS EVENT" has the meaning ascribed to such term in SECTION 10.2.
"SBC AGREEMENT COMMENCEMENT DATE" means [**].
"SBC AGREEMENT EFFECTIVE DATE" means January 9, 2003.
"SBC AGREEMENT" has the meaning ascribed to such term in the recitals.
"SCHEDULED BACKUP WINDOW" means the scheduled time to complete Backups of
applications and infrastructure components according to the agreed upon
documentation for the application or infrastructure components.
"SCHEDULED BATCH JOB" means a sequence of computer programs that are
assigned/sent to a computer to run without further user interaction and are
scheduled, in connection with the Services, by an user or Amdocs to run
automatically at a certain time.
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distribution within those companies or for distribution outside those
companies except by written agreement.
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"SCHEDULED UPTIME" means that period of time (days of the week and hours per
day) during which a particular System, Application, Software, Hardware or any
other part of the Services is expected to be available to Eligible Recipient for
normal business use.
"SDLC" means software development lifecycle.
"SEAT CHARGE" has the meaning ascribed to such term in SECTION 5.2 of SCHEDULE
J.
"SEAT COST" has the meaning ascribed to such term in SECTION 5.2 of SCHEDULE J.
"SERVER SYSTEM" means the System associated with a server, including the
processor and associated storage devices, cabling, peripherals and other
Equipment.
"SERVERS SYSTEM REPAIR CALL" means a Call by an user notifying the Help Desk of
degradation in functionality or performance in a Server or a peripheral.
Servers System Repair Calls shall not include Calls relating to degradation in
performance resulting from problems other than the Equipment or Software (such
as network problems), provided that if Amdocs mistakenly diagnoses a problem as
something other than Equipment or Software, and such diagnosis is wrong, and the
problem is actually Equipment-related or Software-related, such Call shall be
counted as a Server Systems Repair Call at the time such Call was originally
made.
"SERVICE LEVEL [**] ALLOCATION PERCENTAGE" means the [**].
"SERVICE LEVEL [**]" has the meaning ascribed to such term in SECTION 7.3(a) and
SCHEDULE G.
"SERVICE LEVEL FAILURE" means a "Minimum Service Level Failure" or "Expected
Service Level Failure."
"SERVICE LEVELS" means, individually and collectively, the performance standards
for the Services set forth in SCHEDULE G, as such performance standards may be
adjusted pursuant to this Agreement.
"SERVICE REQUEST" means an AT&T Approved Request for Services submitted by an
user or created and submitted on behalf of an user using the mutually agreed
upon process.
"SERVICE REVISION PROPOSAL" has the meaning ascribed to such term in SECTION
9.5(c)(i).
"SERVICE REVISION" has the meaning ascribed to such term in SECTION 9.5(c)(i).
"SERVICE TAXES" means all sales, use, excise, and other similar taxes that are
assessed
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distribution within those companies or for distribution outside those
companies except by written agreement.
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against either Party on the provision of the Services as a whole, or on any
particular Service received by AT&T or the Eligible Recipients from Amdocs,
excluding Income Taxes.
"SERVICES" means, collectively and as further described in SECTION 4.1, the
services, functions and responsibilities described herein as a responsibility of
Amdocs and to be provided by Amdocs pursuant to this Agreement as they may be
supplemented, enhanced, modified or replaced during the term of this Agreement
in accordance with this Agreement; including, without limitation: (i) the
Outsourcing Services; (ii) the Modernization Services; (iii) the Transition
Services; (iv) the Termination Assistance Services; and (v) any services
provided pursuant to SECTION 9.5(c); provided, however, the Services do not
include Excluded Services to the extent described in SCHEDULE I.
"SHARED SUBCONTRACTORS" has the meaning ascribed to such term in SECTION
9.11(b).
"SOFT IMAC" has the meaning ascribed to such term in SECTION 3.0 OF PART 4 of
SCHEDULE E.
"SOFTWARE" means computer programs, together with input and output formats, the
applicable source or object codes, programming tools, data models, flow charts,
outlines, narrative descriptions, operating instructions, software manufacturing
instructions and scripts, test specifications and test scripts and supporting
documentation, and shall include the tangible media upon which such programs and
documentation are recorded, including all authorized reproductions, corrections,
updates, new releases, and new versions of such Software and shall further
include all enhancements, translations, modifications, updates, upgrades, new
releases, substitutions, replacements, and other changes to such computer
programs.
"SPECIALIZED SERVICES" has the meaning ascribed to such term in SECTION 9.8.
"SPECIFICATIONS" means, with respect to Software, Equipment, Systems or other
contract deliverables to be designed, developed, delivered, integrated,
installed and/or tested by Amdocs, the technical, design and/or functional
specifications (including the DFS with respect to the Amdocs Software Package)
in SCHEDULES A, E or H, in third party vendor standard documentation, in a New
Services or project description requested and/or approved by AT&T or as
otherwise agreed upon in writing by the Parties.
"STANDARD PRIORITY" has the meaning ascribed to such term in ATTACHMENT F of
SCHEDULE G.
"STANDARD PRODUCTS" means, collectively, the Software and Equipment in the
Product Catalogue.
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companies except by written agreement.
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"STANDARD" means that hardware and/or software that has been approved by AT&T
and certified by the Amdocs.
"STRATEGIC DECISIONS" shall have the meaning ascribed to such term in SECTION
9.4 of this Agreement.
"SUBCONTRACTORS" means subcontractors (of any tier) of Amdocs, including Shared
Subcontractors (as defined in SECTION 9.11(b)). The list of Subcontractors
approved by AT&T shall be maintained by the Parties and may be updated in
accordance with the Policy and Procedures Manual. As of the FARA Effective Date,
such AT&T approved Subcontractors are set forth in SCHEDULE D.
"SUBSTANCE RELEASE" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposal, or
other movement into the air, ground, surface water, groundwater, soil, or other
environmental media.
"SUB-SYSTEM" means any collection or aggregation of one (1) or more Applications
or other components to a System that are designed to perform or are performing,
or capable of performing, in accordance with the applicable functional
specifications (development only) and Statement of Work.
"SYSTEM CHANGE" means those Changes that are Software, System, or Equipment
related Changes, including certain Enhancements, Major Releases, Minor Releases,
changes to programs, manual procedures, scripts, distribution parameters, or
schedules, as well as a change or delay in any implementation schedule relating
to the Software, Equipment, or System (e.g., the implementation schedule set
forth in the Modernization Plan or in any Change Request).
"SYSTEM CRITICAL SCHEDULED UPTIME" means the amount of minutes within the
applicable Measurement Window for the System as set forth in SERVICE LEVEL
ATTACHMENT SLA-1 to SCHEDULE G.
"SYSTEM DOWNTIME" means the total time per calendar month out of the System
Critical Scheduled Uptime, as measured in minutes, that the System for which
availability is being computed is not Available for Use.
"SYSTEM SOFTWARE" means those programs, including Documentation and materials,
that perform tasks basic to the functioning of the Hardware and which are
required to operate the Eligible Recipient Applications Software or otherwise
support the provision of Services by Amdocs. Systems Software includes Operating
Systems Software and Systems utilities.
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distribution within those companies or for distribution outside those
companies except by written agreement.
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"SYSTEM" means an interconnected grouping of Equipment, Software and associated
attachments, features, accessories, peripherals and cabling, and all additions,
modifications, substitutions, upgrades or enhancements to such System, to the
extent a Party has financial or operational responsibility for such System or
System components under SCHEDULE E. System shall include all Systems in use as
of the Effective Date, all additions, modifications, substitutions, upgrades or
enhancements to such Systems and all Systems installed or developed by or for
Amdocs following the Effective Date in connection with the Services.
"T&M" has the meaning ascribed to such term in SECTION 4 of SCHEDULE J.
"TERM" has the meaning ascribed to such term in SECTION 3 of this Agreement.
"TERMINATION ASSISTANCE SERVICES" means the Services described in SECTION 4.4.
"[**]" means the [**] under this Agreement. [**] as of the effective date [**].
"TESTING" with respect to the Amdocs System (and any associated Software,
Equipment, or Systems) and Developed Materials means the performance of the
applicable tests and procedures set forth in this Agreement, the Modernization
Plan or the applicable Order, as well as any other tests and procedures which
AT&T, in consultation with Amdocs, may deem necessary or desirable or which the
Parties may agree upon in determining whether the Amdocs System is in
Compliance.
"THIRD PARTY CONTRACTS" means all agreements between third parties and AT&T or
Amdocs that have been or will be used to provide the Services to the extent a
Party has financial or operational responsibility for such contracts under this
Agreement. Third Party Contracts shall also include all such agreements in
effect (or that are required to be in effect) as of the FARA Effective Date as
such are identified in SCHEDULES F.3 AND F.3.B.
"THIRD PARTY SOFTWARE" means all Software products (and all modifications,
replacements, upgrades, enhancements, documentation, materials and media related
thereto) that are provided under license or lease to Amdocs or AT&T to the
extent a Party has financial or operational responsibility for such Software
products under SCHEDULES E.1 OR E.1.B. Third Party Software shall include all
such programs in use (or required to be in use) as of the FARA Effective Date as
identified on SCHEDULES B, B.B , F.4 AND F.4.B. Third Party Software also shall
include all such programs licensed and/or leased after the Effective Date.
"THRESHOLD" has the meaning ascribed to such term in SECTION 3 of SCHEDULE J.
"TIER 1 APPLICATION" means any application that directly supports the sales
organization
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or the support of customer (Yellow Pages ad buyers or directory listing
customers), facing resources, production, or billing of an AT&T product. This
also includes any application that supports legal contracts or regulatory
requirements. Examples of Tier 1 Applications are: Yellow Pages Contract system,
White Pages Contract, Pagination Systems, Billing Systems and Commissions
systems.
"TIER 2 APPLICATION" means all applications that do not directly support the
sales organization or customer (Yellow Pages and buyers or directory listing
customers) facing resources, production, or billing of an AT&T product. This
also excludes any application that supports legal contracts or regulatory
requirements. These applications generically are reporting or analysis systems.
Examples of Tier 2 Applications are the warehouse, sales reporting systems or
Marketing reporting systems.
"TIER-2 HELP DESK" means Level-2 Help Desk.
"TIME TO RESOLVE" means the elapsed time between registration of the problem to
Amdocs' Help Desk and the successful resolution (i.e., repair or workaround, not
escalation) of the problem as accepted by the user.
"TOWER" means an area or tower of related Services and all related
administrative and cross functional services (e.g., purchasing). The Towers are
the (i) the data center Services (including mainframe, midrange, and disaster
recovery), (ii) help desk Services, (iii) end-user support Services (e.g., field
and desktop support), and (iv) application development and maintenance Services,
as each are described in SCHEDULE E and otherwise throughout this Agreement.
"TRANSITION MILESTONE" means each date identified on a Transition Plan as a
milestone by which Amdocs shall have completed a certain task or set of tasks in
the Transition Plan in a manner reasonably acceptable to AT&T.
"TRANSITION PERIOD" means the period that commences on the Effective Date (or
such other date that a particular transition begins under a Transition Plan) and
expires 12:00:01 a.m., Eastern Time, on the designated period in the Transition
Plan (or if not so indicated, ninety (90) days) following the Commencement Date
for the applicable Services being transitioned, unless expressly extended in
writing by the Parties.
"TRANSITION PLAN" means any of the plans (or the framework for a plan) set forth
in SCHEDULE H and developed pursuant to SECTION 4.3, which identifies all
material transition tasks and deliverables to be undertaken by Amdocs in
connection with the transition of the applicable Services to Amdocs, and the
dates by which each will be completed by Amdocs.
"TRANSITION SERVICES" means the services, functions and responsibilities
described in
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SECTION 4.3 to be performed by Amdocs during each of the Transition Periods.
"TRANSITIONED EMPLOYEES" means [**].
"TSS" means technical support system.
"UPGRADE" and its derivatives means updates, renovations, modifications,
additions and/or new versions or releases of Software or Equipment by Amdocs.
Unless otherwise agreed, financial responsibility for the costs, fees and
expenses associated with an Upgrade of Software or Equipment shall be allocated
between the Parties in accordance with SECTION 6.4(a) and SECTION 6.5 and
SCHEDULE J.
"UTILITY RESOURCES" has the meaning ascribed to such term in SECTION 6.1(e).
"UTILIZE" means to (i) use, (ii) install, (iii) integrate, (iv) operate or host,
(v) execute, (vi) maintain, (vii) modify, (viii) enhance, (ix) create derivate
works of, (x) access, (xi) display, (xii) perform, (xiii) copy for archival or
disaster recovery or business continuity purposes, or (xiv) to internally
distribute in connection with any of the foregoing.
"VERSION UPGRADE RELEASES" means the scheduled exchange or modifications of a
Product for or into a Product that has greater or improved capability,
performance or specifications.
"WARN ACT" means the Worker Adjustment and Retraining Notification Act. --------
"WASTE FACILITY" has the meaning ascribed to such term in SECTION 17.4(b).
"WASTE TRANSPORTER" has the meaning ascribed to such term in SECTION 17.4(b).
"WASTE" means AT&T-owned Equipment for which Amdocs is operationally
responsible, which contains Hazardous Materials the disposal of which is
regulated by an Environmental Law.
"WEBSPHERE CONVERSION DELAY CREDIT" has the meaning ascribed to such term in
SECTION 9.4(c)(i).
"WEBSPHERE CONVERSION" has the meaning ascribed to such term in SECTION
9.4(c)(i).
"WIDE AREA NETWORK (WAN)" means a collection of computers connected (or
networked) to each other over a geographic area.
"WINDOWS TERMINAL" means a windows desktop with limited or no local processing
capability accessing the operating system and Applications via a link to a
server running
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
Page 34
Schedule Y
Certain Defined Terms
Contract No. 02026409
Amendment No. 02026409.A.010
terminal server operating software.
"WORKING HOURS" means hours spent working (e.g., not including normal break
activities such as meals).
"WORKSTATION" means a computer and peripheral devices that enable someone to do
work.
"WP" means White Pages.
"WRF" means work request form.
"YEAR 2000 COMPLIANT" or "YEAR 2000 COMPLIANCE" means that Software Equipment
and/or Systems (i) accurately process date information before, during and after
January 1, 2000, including accurately accepting date input, providing date
output and performing calculations on dates or portions of dates; (ii) function
accurately and without interruption before, during and after January 1, 2000,
without any change in operations associated with the advent of the new century;
(iii) respond to two (2) digit year date input in a way that resolves the
ambiguity as to year or century in a disclosed, defined and predetermined
manner; (iv) store and provide output of date information in ways that are
unambiguous as to year or century; and (v) properly exchange date and time data
with software, equipment and systems with which such Software, Equipment and/or
Systems with which it must interact and interoperate. Software, Equipment and/or
Systems shall not be deemed non-compliant to the extent any performance failure
is attributable to the failure of equipment, software or systems for which a
Party is not operationally responsible, but with which the Software, Equipment
and/or Systems must interact or interoperate, to be Year 2000 Compliant or to
correctly exchange date data with the Software, Equipment and/or Systems.
"YEARLY PERFORMANCE AVERAGE" means with respect to each Critical Service Level
for which there was a Service Level Failure during the preceding Contract Year,
the average of the Amdocs' monthly performances for that Critical Service Level
during that preceding Contract Year.
"YP" means Yellow Pages.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those
companies except by written agreement.
Page 35
Exhibit 1
Form Of Invoice
Contract No. 02026409
Amendment 02026409.A.010
EXHIBIT 1
FORM OF INVOICE
Supplier Name
Address
City, State Zip
Telephone Number
INVOICE NO: ________________ DATE: _______________
XXXX TO: AT&T SERVICES, INC.
000 X. Xxx Xxxxxx
Xxxx, Xx. 00000
ATTN: AT&T IT Governance Financial Manager
SERIAL NUMBER DESCRIPTION AMOUNT US DOLLARS
------------- ----------- -----------------
1 In accordance with Information Technology $xxx,xxx.xx
Services Agreement No. 02026409:
-----------
(AMOUNT WRITTEN OUT) $xxx,xxx.xx
===========
PAYMENT INSTRUCTIONS:
[**][**][**]
ABA/ROUTING: [**] ACCT: [**]
PAYMENT TERMS: PAYMENT DUE WITHIN [**] OF RECEIPT
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 1
Exhibit 1.b
BAPCO Invoice
Contract No.: 02026409
Amendment No.: 02026409.A.010
Date
Xxx Xxxxxxx
AT&T Services, Inc.
0000 Xxxxxxxxx Xxxxxxx, Xxxxx 0X00
Xxxxxx, XX 00000
INVOICE No. XXX
Reference No. XXX
Following is the Amdocs invoice for the total Charges due and payable for
(Month/Year) per the Information Technology Services Agreement (No. 02026409),
as amended.
2007 Charges
------------
Contracted CRs $XXX.XX
Additional CRs $XXX.XX
[**] $XXX.XX
If you have any questions regarding this billing, do not hesitate to contact:
Doobie Xxxxxx at 000-000-0000 or Xxxxxx Xxxxx at 678-406.2273; or fax no.
000-000-0000.
Please reference invoice #XXX, XXX on your payment/wire transfer
Please remit payment to:
Bank: [**]
Address [**]
ABA / Routing [**]
Account Number [**]
Beneficiary: [**]
Respectfully,
NAME: Xxxxxxx Xxxxx
SIGNATURE:
--------------------------
A/R Revenue Manager
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Exhibit 1.b
BAPCO Invoice
Contract No.: 02026409
Amendment No.: 02026409.A.010
INVOICE DETAILS
[**] Explanation Fees
----------- ----------- ----
[**]
[**] [**][**] [**]
[**]
[**] [**] $X,XXX.XX
[**] $X,XXX.XX
ADDITIONAL CR DETAILS
[**][**] [**] [**][**] [**][**] [**][**]
-------- ---- -------- -------- --------
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
[**]
[**]
[**][**][**][**] [**][**] [**][**] [**][**] [**][**] [**][**] [**][**] [**][**] [**][**][**][**]
---------------- -------- -------- -------- -------- -------- -------- -------- ----------------
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]
[**][**][**][**] [**][**] [**][**] [**][**] [**][**] [**][**] [**][**] [**][**] [**][**][**][**]
---------------- -------- -------- -------- -------- -------- -------- -------- ----------------
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**] [**] [**]
[**]
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Exhibit 4
Form of Order
Contract No. 02026409
Amendment No. 02026409.A.010
EXHIBIT 4
FORM OF ORDER
This Order shall be governed pursuant to the terms and conditions of Information
Technology Services Agreement No. 02026409 (the "Agreement"). Capitalized terms
not defined in this Order have the meaning given in the Agreement. Any
capitalized term not defined has its generally understood meaning in the context
in which it is used and the IT industry for the provision of ADM, Managed
Operations, Desktop and Help Desk services. Any terms and conditions in this
Order that modify or change the terms and conditions of the Agreement shall
apply to this Order only.
1. DESCRIPTION OF MATERIAL AND/OR SERVICES:
Amdocs will provide [FILL IN WHAT AMDOCS WILL PROVIDE AND REFERENCE THE
APPENDIX THAT DESCRIBES THE APPLICABLE MATERIAL OR SERVICES].
The Software and Program Material being ordered are ___________________,
and IS [OR IS NOT] [[**] IS [OR IS NOT] required).
Additional Specifications, including functionality requirements, and
performance standards include:
2. TERM OF AGREEMENT:
[STATE THE TERM REQUIRED TO PERFORM SERVICES.]
3. PERSONNEL TO PERFORM THE SERVICES:
[STATE WHETHER THERE IS ANY SPECIFIC PERSONNEL REQUIRED TO PERFORM
SERVICES.]
4. LOCATION:
[FILL IN WHERE SERVICES WILL BE PERFORMED OR MATERIAL WILL BE SHIPPED.]
5. PRICES:
[STATE THE APPLICABLE PRICE OR REFERENCE THE APPENDIX THAT STATES THE
APPLICABLE PRICE.]
6. PAYMENT:
[PAYMENTS MUST BE LINKED TO MILESTONES; FOR INSTANCE, DELIVERY OF MATERIAL
OR PERFORMANCE OF SERVICE.]
7. INVOICES/BILLING INFORMATION:
Invoices and billing information are to be sent to:
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Exhibit 4
Form of Order
Contract No. 02026409
Amendment No. 02026409.A.010
AT&T Services, Inc.
Name:
--------------------------
Address:
-----------------------
Address:
-----------------------
8. PROJECT MANAGER/POINT OF CONTACT:
The project manager and/or point of contact shall be:
AT&T Services, Inc.
Name:
--------------------------
Address:
-----------------------
Address:
-----------------------
9. NAME OF ELIGIBLE RECIPIENT ORDERING SERVICES:
--------------------------------
--------------------------------
--------------------------------
--------------------------------
10. OTHER SPECIAL TERMS AND CONDITIONS APPLICABLE TO THE WORK ORDER ARE:
[REIMBURSEMENTS ARE COVERED IN EXHIBIT 11.]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives:
AMDOCS, INC. AT&T SERVICES, INC.
Date: Date:
------------------------------- ----------------------------------
By: By:
--------------------------------- ------------------------------------
Name: Name:
------------------------------- ----------------------------------
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
2
Exhibit 5
NDA - AT&T Confidential Information
Contract No.: 02026409
Amendment No.: 02026409.A.010
NON-DISCLOSURE AGREEMENT
THIS AGREEMENT, effective on the date when signed by the last Party ("Effective
Date"), is between AT&T Services, Inc., a Delaware corporation, on behalf of
itself and its Affiliates (collectively "AT&T"), and (INSERT THIRD PARTY'S LEGAL
NAME (FOR EXAMPLE, ABC INC. OR XXXX XXXXX, IN THE CASE OF AN UNINCORPORATED
INDEPENDENT CONTRACTOR)) A (INSERT STATE AND TYPE OF INCORPORATION, IF ANY,
AND/OR ADDRESS), on behalf of itself [and its Affiliates][INCLUDE REFERENCE TO
AFFILIATES IF A CORPORATE ENTITY IS EXECUTING THIS.] (collectively the
"Receiving Party"). Each Party may be referred to in the singular as a "Party"
or in the plural as the "Parties" to this Agreement.
The Parties agree as follows:
1. In connection with (THE AGREEMENT AND SERVICES BETWEEN AMDOCS INC. AND
AT&T REGARDING DIRECTORY SERVICES AND PROJECTS) [NOTE: PROVIDE A MORE
DETAILED DESCRIPTION IF APPLICABLE] (!Project Name!) (the "Project), AT&T
may find it beneficial to disclose to the Receiving Party certain
confidential or proprietary information in written, oral or other tangible
or intangible forms, which may include, but is not limited to, discoveries,
ideas, concepts, know-how, techniques, designs, specifications, drawings,
blueprints, tracings, diagrams, models, samples, flow charts, data,
computer programs, disks, diskettes, tapes, marketing plans, customer names
and other technical, financial or business information (individually and
collectively, "Information"). Information provided by AT&T shall be deemed
to be confidential and proprietary unless otherwise exempt as specified
below.
2. The Receiving Party further understands that, except as otherwise agreed in
writing, the Information which it may receive concerning AT&T's future
plans with respect to the Project is tentative and is not intended to
represent firm decisions concerning the implementation of such plans.
Information provided by AT&T does not represent a commitment to purchase or
otherwise acquire any products or services from the Receiving Party. If
AT&T desires to purchase or otherwise acquire any products or services from
the Receiving Party, the Parties will execute a separate written Agreement
to govern such transactions.
3. The Receiving Party shall:
a. hold such Information in confidence with the same degree of care with
which the Receiving Party protects its own confidential or proprietary
Information, but no less than reasonably prudent care;
b. restrict disclosure of the Information solely to its employees,
contractors and agents with a need to know such Information, advise
those persons of their obligations hereunder with respect to such
Information, and assure that such persons are bound by obligations of
confidentiality no less stringent than those imposed in this
Agreement;
c. use the Information only as needed for the purposes of the Project;
d. except for the purposes of the Project, not copy, distribute, or
otherwise use such Information or knowingly allow anyone else to copy,
distribute, or otherwise use such Information, and any and all copies
shall bear the same notices or legends, if any, as the originals; and
PROPRIETARY INFORMATION
The information contained in this Agreement is not for use or disclosure outside
(!ATT!), (!Supplier!), their Affiliates and their third party representatives,
except under written agreement by the contracting Parties.
1
Exhibit 5
NDA - AT&T Confidential Information
Contract No.: 02026409
Amendment No.: 02026409.A.010
e. upon request or completion of the Receiving Party's obligations with
respect to the Project, promptly return to AT&T all Information that
is in tangible form; as to Information that was disclosed in or is
stored intangible form, including, but not limited to, electronic mail
or other electronic communications, upon request by AT&T, the
Receiving Party shall certify in writing within five (5) business days
to AT&T that all such Information has been destroyed or, if the
Information was recorded on an erasable storage medium, that Receiving
Party has used reasonable efforts to erase all such Intangible
Information.
4. The Receiving Party possessing or receiving Information shall have no
obligation to preserve the confidential or proprietary nature of any
Information which:
a. was already known to the Receiving Party free of any obligation to
keep it confidential at the time of its disclosure by AT&T as
evidenced by the Receiving Party's written records prepared prior to
such disclosure; or
b. is or becomes publicly known through no wrongful act of the Receiving
Party; or
c. is rightfully received from a third person having no direct or
indirect secrecy or confidentiality obligation to AT&T with respect to
such Information; or
d. is independently developed by an employee, contractor or agent of the
Receiving Party or another party not associated with the Project and
who did not have any direct or indirect access to the Information, as
evidenced by the Receiving Party's written records; or
e. is approved for release by written authorization by AT & T; or
f. it is required to disclose pursuant to an order of a duly empowered
government agency or a court of competent jurisdiction, provided due
notice and an adequate opportunity to intervene is given to AT&T,
unless such notice is prohibited by such order, in which case, the
Receiving Party shall disclose only such Information as is required
and shall use its reasonable efforts to obtain confidential treatment
for any Information that is so disclosed.
5. The obligations to maintain confidentiality, the restrictions on use,
disclosure, duplication, protection, and security of Information and
indemnification for breach thereof by Receiving Party shall survive the
rescission, termination, or completion of this Agreement.
6. The Information shall be deemed the property of AT&T, who exclusively shall
retain all rights to such Information. Nothing contained in this Agreement
shall be construed as granting or conferring any patent, copyright,
trademark or other proprietary rights by license or otherwise in any such
Information to the Receiving Party, except for the right to use such
Information in accordance with this Agreement.
7. This Agreement shall benefit and be binding upon the Parties hereto and
their respective Affiliates, successors and assigns. For the purposes of
this Agreement, the term "Affiliate" means (1) a company, whether
incorporated or not, which owns, directly or indirectly, a majority
interest in either Party (a "parent company"), and (2) a company, whether
incorporated or not, in which a fifty percent (50%) or greater interest is
owned, either directly or indirectly, by (i) either Party or (ii) a parent
company.
8. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AT&T MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY NATURE WHATSOEVER
PROPRIETARY INFORMATION
The information contained in this Agreement is not for use or disclosure outside
(!ATT!), (!Supplier!), their Affiliates and their third party representatives,
except under written agreement by the contracting Parties.
2
Exhibit 5
NDA - AT&T Confidential Information
Contract No.: 02026409
Amendment No.: 02026409.A.010
WITH RESPECT TO ANY INFORMATION FURNISHED HEREUNDER, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR AGAINST INFRINGEMENT.
9. In the event the Receiving Party discloses, disseminates, or releases any
confidential or proprietary Information received from AT&T, except as
provided in Section 4, such disclosure, dissemination, or release shall be
deemed a material breach of this Agreement. In the event of such breach,
AT&T may demand prompt return of all confidential and proprietary
Information previously provided to the Receiving Party and terminate this
Agreement. The provisions of this Section are in addition to any other
legal rights or remedies AT&T may have in law or in equity.
10. This Agreement may only be changed or supplemented by a written amendment
signed by authorized representatives of the Parties to this Agreement.
11. This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas, irrespective of its choice of law principles.
Both Parties agree to comply with all laws, including, but not limited to,
laws and regulations regarding the export of information outside the United
States. The Receiving Party shall not knowingly transmit, directly or
indirectly, in whole or in part, any Information of AT&T, or export,
directly or indirectly, any product of the Information in contravention of
the laws of the United States or the laws of any other country governing
the aforesaid activities. The Receiving Party will not transfer any
Information received hereunder or any product made using such Information
to any country prohibited from receiving such data or product by the U.S.
Department of Commerce Export Administration Regulations without first
obtaining a valid export license and written consent of AT&T. In the event
the Receiving Party violates the foregoing, the Receiving Party shall
defend, indemnify, and hold harmless AT&T from and against any claim, loss,
liability, expense or damage, including fines or legal fees, incurred by
AT&T with respect to the export or re-export activities contrary to the
foregoing. Notwithstanding any other provision of this Agreement or any
Supplement attached hereto, this Section shall survive any termination or
expiration of this Agreement and any Supplements attached hereto.
PROPRIETARY INFORMATION
The information contained in this Agreement is not for use or disclosure outside
(!ATT!), (!Supplier!), their Affiliates and their third party representatives,
except under written agreement by the contracting Parties.
3
Exhibit 5
NDA - AT&T Confidential Information
Contract No.: 02026409
Amendment No.: 02026409.A.010
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, which
may be in duplicate counterparts, each of which will be deemed to be an original
but all of which together shall constitute only one instrument.
[INSERT NAME OF RECEIVING PARTY] AT&T SERVICES, INC.
By: By:
--------------------------------- ------------------------------------
Printed Name: (!Signature!) Printed Name: (!ATTSignature!)
Title: (!Title!) Title: (!ATTTitle!)
Date: Date:
------------------------------- ----------------------------------
PROPRIETARY INFORMATION
The information contained in this Agreement is not for use or disclosure outside
(!ATT!), (!Supplier!), their Affiliates and their third party representatives,
except under written agreement by the contracting Parties.
4
Exhibit 6
Non Disclosure Agreement - Amdocs Confidential Information
Contract No. 02026409
Amendment No. 02026409.A.010
NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT ("Agreement") is made as of
the ______ day of _____________, 200_
BY AND BETWEEN:
AMDOCS, INC., a company organized and existing under the laws of State of
Delaware (hereinafter referred to as "AMDOCS");
AND
________________________________, a ______________________ [corporation,
partnership, etc.] organized and existing under the laws of ____________________
(hereinafter referred to as the "Receiving Party").
WHEREAS AMDOCS (or any of its affiliated companies) is the owner and/or the
author of and/or has the right to license certain valuable proprietary routines,
computer programs, documentation, trade secrets, systems, methodology, know-how,
marketing and other commercial knowledge, techniques, specifications, plans and
other proprietary information, all of which, including any related ideas and
look-and-feel, when and as provided to or accessed by Receiving Party in
connection with this Agreement and the Consulting Services are referred to in
this Agreement as "the AMDOCS Proprietary Information"; and
WHEREAS AMDOCS has been engaged by AT&T Services, Inc. (hereinafter referred to
as "AT&T") to provide certain information technology services to AT & T; and
WHEREAS the Receiving Party has been engaged as a ______________________
[subcontractor, consultant, vendor, etc.] by AT&T for
__________________________________ (add description of services) (hereinafter
referred to as the "Consulting Services"); and
WHEREAS AT&T has asked AMDOCS to allow the Receiving Party access to the AMDOCS
Proprietary Information for the purpose of being provided with the Consulting
Services; and
WHEREAS AMDOCS agrees to provide the Receiving Party with the requested access
to the AMDOCS Proprietary Information or to permit AT&T to provide such access
to the AMDOCS Proprietary Information, but only subject to the Receiving Party
first becoming obligated to confidentiality by signing this Agreement; and
WHEREAS AMDOCS and the Receiving Party wish to evidence by this Agreement the
manner in which the AMDOCS Proprietary Information will be treated;
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 1
Exhibit 6
Non Disclosure Agreement - Amdocs Confidential Information
Contract No. 02026409
Amendment No. 02026409.A.010
NOW, THEREFORE, the parties agree as follows:
1. The Receiving Party agrees to hold strictly confidential the AMDOCS
Proprietary Information and shall not copy, distribute, disseminate or
otherwise disclose the AMDOCS Proprietary Information to anyone other than
to employees of AT&T or the Receiving Party who have a need to know such
information for purposes of providing the Consulting Services.
2. Furthermore, the Receiving Party hereby undertakes:
(a) not to use the AMDOCS Proprietary Information for any purposes other
than the Consulting Services;
(b) not to make the AMDOCS Proprietary Information available to, or to
permit its use by any third party, directly or indirectly, with the
exception of AT&T as aforesaid;
(c) not to sell, grant or in any other way enable any third party to use
the AMDOCS Proprietary Information;
(d) without derogating from the foregoing, during the term of this
Agreement, not to use the AMDOCS Proprietary Information:
(i) for itself or any third party other than for AT&T and the
Eligible Recipients (as defined in that certain Information
Technology Services Agreement between AT&T and AMDOCS dated
[Note: fill in Effective Date, 2007 (the "ITSA")) in connection
with the performance of the Consulting Services and consistent
with the use of such AMDOCS Proprietary Information contemplated
under SECTION 6.9 of the ITSA;
(ii) in competing with AMDOCS in the area of selling or licensing
software system(s); and/or
(iii) in operating a service bureau for others;
(e) that its personnel who receive access to the AMDOCS Proprietary
Information will not: (i) use the name of AMDOCS (or any of its
affiliated companies) in any marketing materials, publicity materials
or materials submitted to a client or prospective client, except for
AT&T, without the prior written consent of AMDOCS; (ii) disclose to
any third parties that they have any familiarity with or knowledge of
the AMDOCS Proprietary Information disclosed under this Agreement; and
(iii) disparage AMDOCS, its products or services.[; and
(f) For Use with Direct Amdocs Competitors: for a period of one (1) year
following the applicable Receiving Party's personnel's involvement in
the Consulting Services, Receiving Party's personnel who received the
AMDOCS Proprietary Information shall not: (i) perform software
development, maintenance or support
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 2
Exhibit 6
Non Disclosure Agreement - Amdocs Confidential Information
Contract No. 02026409
Amendment No. 02026409.A.010
services relating to any part of AMDOCS' services or proprietary
software products for any third parties, or (ii) participate in
projects in which AMDOCS and Receiving Party are competing with
respect to the selling or licensing of, or provision of software
services with respect to, any software products having the same or
similar functional characteristics as AMDOCS' proprietary software
products.]
3. Upon the termination and/or expiration of this Agreement for any reason
and/or upon the conclusion of the Consulting Services and/or at the request
of AMDOCS, the Receiving Party shall:
(a) return to AMDOCS any document or other material in tangible form in
its possession being part of the AMDOCS Proprietary Information;
and/or
(b) destroy any document or other material in tangible form that contains
the AMDOCS Proprietary Information together with proprietary
information of AT & T; and
(c) confirm such return and/or destruction in writing to AMDOCS.
4. Disclosure of the AMDOCS Proprietary Information to the Receiving Party may
be made in writing, in any tangible form or electronically or orally.
5. Disclosure of the AMDOCS Proprietary Information to the Receiving Party
shall in no way serve to create, on the part of the Receiving Party, a
license to use, or any proprietary right in, the AMDOCS Proprietary
Information or in any other proprietary product, trade xxxx, copyright or
other right of AMDOCS.
6. Any use by the Receiving Party of the AMDOCS Proprietary Information
permitted under this Agreement is conditioned upon the Receiving Party
first taking the safeguards and measures required to secure the
confidentiality of such information as required by this Agreement. Without
limiting the generality of the foregoing, the Receiving Party shall draw to
the attention of its employees who shall have access to the AMDOCS
Proprietary Information all the obligations contained in this Agreement,
and shall cause each such employee to be bound by confidentiality
obligations substantially similar to those herein [NOTE: For use only with
Direct Amdocs Competitors and at Amdocs' request:, and shall require each
such employee to sign a written acknowledgment substantially in the form of
Annex A attached hereto and made a part hereof, and provide to AMDOCS such
acknowledgements at AMDOCS' request].
7. The confidentiality obligations of the Receiving Party regarding the AMDOCS
Proprietary Information shall not apply to such information which:
(a) becomes publicly available without fault on the part of the Receiving
Party;
(b) is lawfully obtained by the Receiving Party from any source other than
AMDOCS or AT&T free of any obligation to keep it confidential;
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 3
Exhibit 6
Non Disclosure Agreement - Amdocs Confidential Information
Contract No. 02026409
Amendment No. 02026409.A.010
(c) is previously known to the Receiving Party without an obligation to
keep it confidential, as can be substantiated by written records;
(d) is expressly released in writing from such obligations by AMDOCS;
(e) is independently developed by the Receiving Party without reference to
AMDOCS Proprietary Information; or
(f) is required to be disclosed pursuant to law, regulation, judicial or
administrative order or request by a governmental or other entity
authorized by law to make such request; provided, however, that the
Receiving Party first notifies AMDOCS to enable it to seek relief from
such requirement, and renders reasonable assistance requested by
AMDOCS (at AMDOCS' expense) in connection therewith.
8. This Agreement shall be in full force and effect for a period commencing on
the date first stated above and ending either four (4) years after the
conclusion of the Consulting Services referred to herein or five (5) years
from the date of the last disclosure, whichever occurs later.
9. In the event that a copy of any part of the AMDOCS Proprietary Information
cannot be returned as a result of physical impossibility, such copy shall
be promptly destroyed and such destruction shall be certified in writing by
the Receiving Party. The provisions of this paragraph are in addition to
any other legal or equitable rights and remedies that AMDOCS may have.
10. (a) The Receiving Party acknowledges that a breach of this Agreement may
cause AMDOCS extensive and irreparable harm and damage, and agrees
that AMDOCS shall be entitled to seek injunctive relief to prevent use
or disclosure of the AMDOCS Proprietary Information not authorized by
this Agreement, in addition to any other remedy available to AMDOCS
under applicable law.
(b) Furthermore, the Receiving Party hereby acknowledges that any breach
of this Agreement may cause the termination of its engagement by AT&T
and/or the provision of the Consulting Services as a result of AMDOCS'
activities to protect its rights under this Agreement, and agrees that
it shall have no recourse or claim of action against AMDOCS and/or
AT&T based upon or in connection with such activities.
11. This Agreement constitutes the entire Agreement between the parties and
supersedes any prior or contemporaneous oral or written representation with
regard to the subject matter hereof. This Agreement may not be modified
except by a written instrument signed by both parties.
12. If, however, any provision of this Agreement is determined to be invalid or
unenforceable, such invalidity or unenforceability shall not invalidate or
render unenforceable the entire Agreement, but rather the entire Agreement
shall be construed as if not containing the
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 4
Exhibit 6
Non Disclosure Agreement - Amdocs Confidential Information
Contract No. 02026409
Amendment No. 02026409.A.010
particular invalid or unenforceable provision, and the rights and
obligations of the parties shall be construed and enforced accordingly. In
addition, the parties hereby agree to cooperate with each other to replace
the invalid or unenforceable provision with a valid and enforceable
provision which will achieve the same result (to the maximum legal extent)
as the provision determined to be invalid or unenforceable.
13. The validity, performance, construction and effect of this Agreement shall
be governed by the laws of New York, without giving effect to its
provisions regarding conflict of laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first stated above.
_____________________________________ AMDOCS, INC.
("Receiving Party") ("AMDOCS")
By By:
---------------------------------- ------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
Date: Date:
------------------------------- ----------------------------------
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 5
Exhibit 6
Non Disclosure Agreement - Amdocs Confidential Information
Contract No. 02026409
Amendment No. 02026409.A.010
ANNEX A
ACKNOWLEDGMENT OF NON-DISCLOSURE
AND NON-COMPETITION OBLIGATIONS
I have read and understand the Non-Disclosure and Confidentiality Agreement (the
"Agreement") dated ______________ between AMDOCS _________ ("AMDOCS") and
________________(the "Receiving Party"), and agree to be bound by all the terms
and conditions stated therein as if I were a party to that Agreement.
------------------------------
Signature
------------------------------
Name
------------------------------
Name of Employer
------------------------------
Title
------------------------------
Date
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Page 6
Exhibit 7
Confidentiality and Invention AgreementContract No. 02026409
Amendment No. 02026409.A.010
CONFIDENTIALITY AND INVENTION AGREEMENT
This Agreement ("Agreement") dated _________________ is made by the individual
named below ("I" or "me"), who is engaged to perform work at
___________________________ ("AT&T Company"), as a worker of
_______________________ ("Amdocs") under the terms and conditions of the
agreement named below, between Amdocs, Inc. and AT&T Services, Inc.
I. BACKGROUND.
I have been engaged by Amdocs to provide services to AT&T Company. I may be
hired by Amdocs as a full or part-time employee, a temporary worker, or as
an independent contractor.
II. INFORMATION.
I agree and understand that the term "Information" means any technical,
customer or business information in written, graphical, oral or other
tangible or intangible forms, including but not limited to, specifications,
records, data, computer programs, tax returns, tax workpapers, drawings,
models and secrets which AT&T Company may have in its possession or be
legally obligated to keep confidential. I understand that during the course
of my work at AT&T Company, I may have access to Information that belongs
to AT&T Company, its customers or other parties, or may be subject to
privacy laws and laws regarding secrecy of communications, and that
unauthorized disclosure of such Information may be harmful or prejudicial
to the interests of AT&T Company. I agree not to disclose, copy, publish,
or any way use, directly or indirectly, such Information for my purposes or
the purposes of others, unless such disclosure or use is expressly
authorized in writing by AT&T Company. I agree to keep such Information in
a secure environment to prevent the inadvertent disclosure of such
Information to others. I acknowledge and agree that all such Information
remains the exclusive property of AT&T Company and I agree not to remove
such Information from AT&T Company's possession or premises by physical
removal or electronic transmission unless I have written authorization from
AT&T Company to do so. In the event of any conflict between this Section II
and the confidentiality provisions of the agreement named below, the
agreement named below will govern.
III. INNOVATIONS.
1. I understand that during and incident to my work at AT&T Company, I may
create inventions, discoveries, improvements, computer or other apparatus
programs, and related documentation and other works of authorship
("Innovations"), whether or not patentable, copyrightable, or subject to
other forms of legal protection. I assign to AT&T Company all of my rights,
title and interest (including rights in copyright) in and to all
Innovations I make, create or develop, either solely or jointly with
others, during my work at AT&T Company for which Amdocs was paid by AT&T
Company for my work or for which I used AT&T Company's materials or
facilities. I agree that the above assignment is binding upon my estate,
administrators, or other legal representatives or assigns.
2. I agree to promptly notify AT&T Company of all such Innovations. Whenever
requested by AT&T Company, I shall promptly execute, without additional
compensation, any and all instruments which AT&T Company may deem necessary
or useful to assign and convey to AT&T Company all of my rights, title and
interest in and to all such Innovations. In addition, I agree to assist
AT&T Company in preparing copyright or patent applications and to execute
such applications and all documents required or useful to obtain copyrights
or patents for such Innovation, all at AT&T Company's expense including
compensation to me at the rates specified in the agreement named below. I
agree that my obligation to execute such instruments shall continue after
the expiration of my work with AT&T Company.
3. THIS AGREEMENT DOES NOT APPLY TO ANY INVENTION MADE IN THE STATE OF KANSAS
FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET INFORMATION OF
AT&T COMPANY WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON MY OWN TIME,
UNLESS (1) THE INVENTION RELATES TO THE BUSINESS OF THE AT&T COMPANY OR THE
AT&T COMPANY'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT
OR (2) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY ME FOR AT&T
COMPANY. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION MADE IN CALIFORNIA
WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION
2870. Section III, Paragraphs 1 and 2 do not apply to any Innovation which,
under the provisions in the Agreement named below, is to be other than the
sole and exclusive property of AT&T Company; the title provisions of said
agreement apply to any such above Innovation.
IV. ADMINISTRATIVE TERMS.
1. This Agreement shall be effective as of the date executed below, and shall
remain in effect notwithstanding my termination of employment with Amdocs
or termination of my work at AT&T Company. The obligations of
confidentiality set forth in Section II shall remain in effect for a period
of four (4) years after the termination of my work at AT&T Company or five
(5) years from the date of the last disclosure of Information, whichever is
later, except that the obligation of confidentiality shall continue with
respect to Information constituting a trade secret for so long as such
Information remains a trade secret under applicable law.
2. In the event that any provision of this Agreement is held to be invalid or
unenforceable, then such invalid or enforceable provisions shall be
severed, and the remaining provisions shall remain in full force and effect
to the fullest extent permitted by law.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
1
Exhibit 7
Confidentiality and Invention AgreementContract No. 02026409
Amendment No. 02026409.A.010
I have read, understand and agree to abide by this Agreement.
By: Date:
--------------------------------- ----------------------------------
Print Name:
-------------------------
Address:
-----------------------------------------------------------------------
Agreement No. 02026409 between Amdocs Effective Date:
and AT&T Services, Inc. ------------------------
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
2
Exhibit 9A
Background Checks-Non U.S.
Contract No: 02026409
Amendment No. 02026409.A.010
EXHIBIT 9A
BACKGROUND CHECKS - Non U.S.
[**]
Page 1
Exhibit 9 B
Background Check U.S.
Contract No: 02026409
Amendment No: 0202649.A.010
EXHIBIT 9B
BACKGROUND CHECKS - U.S.
[**]
Page 1
Exhibit 11
AT&T Vendor Expense Policy
Contract No. 20206409
Amendment No. 02026409.A.010
EXHIBIT 11
AT&T VENDOR EXPENSE POLICY
Capitalized terms not defined in this Exhibit have the meaning given in the
Agreement. Any capitalized term not defined has its generally understood meaning
in the context in which it is used and in the IT industry.
AT&T is not responsible for any travel, meal or other business related expense
incurred by Amdocs whether or not incurred in its performance of its obligations
under this Agreement, unless reimbursement of expenses is expressly authorized
in this Agreement or an Order pursuant to this Agreement. If reimbursement of
expenses is so authorized, in order to be reimbursable, each and every such
expense must comply with the requirements of AT&T's Vendor Expense Policy in
this Exhibit 11 (detailed below). Amdocs must provide in a timely manner
receipts and other documentation as required by the Vendor Expense Policy and
such additional documentation or information requested by AT&T to substantiate
expenses submitted by Amdocs for reimbursement.
1.0 GENERAL
AT&T Vendor Expense Policy (VEP) provides guidelines to be followed by all
vendors of AT&T in requesting reimbursement for business travel, meals and other
business related expense. Expenses outside this policy are not reimbursable.
The following principles apply to requests for expense reimbursement:
When spending money that is to be reimbursed, vendors must ensure that an AT&T
Company ("Company") receives proper value in return. Prudent and proper judgment
must be used in reporting and approving business expenses.
The concept that a vendor and their employees are 'entitled' to certain types or
amounts of expenditures while conducting business with the Company is erroneous.
Personal expenditures reported for reimbursement should be billed exactly as
they were incurred. The use of averages for any type expenditure or combination
of expenditures is not permitted except as specifically provided or documented
in a contract.
Every vendor and AT&T employee who certifies or approves the correctness of any
voucher or xxxx should have reasonable knowledge the expense and amounts are
proper and reasonable. In the absence of the adoption of such policy, or
existing contractual agreements, these guidelines are considered the minimum
requirements for requesting reimbursement of Company funds. These policies
should be included in any new or renewed contract with a contractor or
consultant.
DEVIATIONS FROM THIS VEP MUST BE APPROVED IN WRITING BY THE SPONSORING SENIOR
MANAGER OR OFFICER OF AN AT&T COMPANY.
Employees should refer to the Section entitled "Payments" in the Schedule of
Authorizations For Affiliates of AT&T, Inc. for appropriate vendor invoice
authorization approval levels.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Exhibit 11
AT&T Vendor Expense Policy
Contract No. 20206409
Amendment No. 02026409.A.010
Receipts should be requested and reviewed for any unusual or out of the ordinary
expenses or where the approver cannot make a reasonable determination on the
propriety of the transaction without a receipt.
The origination of a given expenditure for business purposes is the
responsibility of the vendor incurring the expense and the authorization of that
expense is the responsibility of the appropriate level of AT&T management in
accordance with the Schedule of Authorizations For Affiliates of AT&T, Inc.
1.1 NON-REIMBURSABLE EXPENSES
The following expenses are considered non-reimbursable:
- Airline club membership fees, dues, or upgrade coupon
- Meals not consistent with AT&T employee policy
- Annual credit card fees
- Xxxxxx/Hairstylist/Beautician Expenses
- Car rental additional fees associated with high speed toll access
programs
- Car Washes
- Entertainment expenses
- Health Club and Fitness facilities
- Hotel Safe rental
- Upgrades on airline fees
- Excessive tips, i.e., in excess of 15% of cost of meal or services,
excluding tax
- PC, cell phone, and other vendor support expenses
- Meals not directly required to do business on the AT&T account (e.g.
vendors cannot voucher lunch with each other simply to talk about
AT&T)
- In-flight drinks
- Magazines & newspapers
- Personal entertainment
- Expenses associated with spouses or other travel companions
- Office expenses of vendors
- Surcharges for providing fast service (not related to delivery charges
such as Fedex, UPS, etc.). AT&T expects all vendors to complete the
terms of contracts in the shortest period practicable. Charges for
shortening the timeframe in which contracts are fulfilled are not
permissible.
- Vendors may not submit expenses to cover meals or expenses for an AT&T
employee, whether in a home location or on official travel
- Travel purchased with prepaid air passes.
- Birthday cakes, lunches, balloons, and other personal
celebration/recognition costs
- Break-room supplies for the vendor, such as coffee, xxxxxxx, paper
products, soft drinks, snack food
- Water (bottled or dispensed by a vendor)
- Clothing, personal care, and toiletries
- Laundry (except when overnight travel is required for 7 or more
consecutive nights)
- Flight or rental car insurance
- Flowers, cards and gifts
- Hotel pay-per-view movies, Video Games and/or mini bar items
- High speed internet access in hotels (added to 3.5)
- Lost luggage
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Exhibit 11
AT&T Vendor Expense Policy
Contract No. 20206409
Amendment No. 02026409.A.010
- Traffic or Parking Fines
- Tobacco Products
- Medical supplies
- Membership fees to exercise facilities or social/country clubs
- Movies purchased while on an airplane
- Phone usage on airline unless business emergency
FAILURE TO COMPLY WITH THE ABOVE MENTIONED RESTRICTIONS WILL RESULT IN THE
COMPANY REFUSING PAYMENT OF CHARGES OR PURSUING RESTITUTION FROM THE
VENDOR.
2.0 RESPONSIBILITIES
2.1 VENDOR'S RESPONSIBILITY
AT&T's sponsoring client managers will ensure that vendors have been
covered on this policy prior to incurring any expenditures. Vendors and
their sponsoring client managers are responsible for clarifying any
questions or uncertainties they may have relative to reimbursable business
expenses.
It is mandatory that financial transactions are recorded in a timely
manner. OUT-OF-POCKET BUSINESS EXPENSE(S) FOR VENDORS THAT ARE NOT
SUBMITTED FOR REIMBURSEMENT WITHIN 90 CALENDAR DAYS FROM THE DATE INCURRED
ARE CONSIDERED NON-REIMBURSABLE. Company managers who are responsible for
approving reimbursable expenses of vendors should ensure they are submitted
and approved in a timely manner.
2.2 AT&T SPONSORING MANAGEMENT RESPONSIBILITY
Prior to authorizing reimbursement to the vendor for expenditures, it is
the responsibility of the AT&T managers authorizing the payment to
determine that:
- The expenditure is reasonable and for a legitimate business purpose.
- The expenditure complies with the policies contained in this document,
the Code of Business Conduct, and other applicable Company practices.
- All expenses are reviewed through Xxxxxxx.Xxx or on form AT&T-4472APA
and that expenses are prepared in accordance with proper accounting
details.
In addition, the sponsoring AT&T managers are responsible for ensuring the
Vendor Expense Policy has been communicated to each vendor, and that the
information contained herein is proprietary/confidential information and
ensures its security and confidentiality. The Vendor must agree to maintain
this information in confidence.
3.0 TRAVEL POLICY
Vendors must first consider the feasibility of using videoconferencing or
teleconferencing as an alternative to travel. Travel that is to be reimbursed by
AT&T should be incurred only as necessary.
AT&T reserves the right to dispute any expense submittal and if not verifiable
as valid may reject reimbursement. Reimbursements will be made to vendor only
after expenses are verified as valid.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Exhibit 11
AT&T Vendor Expense Policy
Contract No. 20206409
Amendment No. 02026409.A.010
3.1 TRAVEL AUTHORIZATION
Travel requiring overnight stays must be approved by the sponsoring AT&T
senior manager (5th level or above) and should be approved only if it is
necessary for the vendor to travel to perform required work.
3.2 TRAVEL RESERVATIONS
Vendors are expected to procure the most cost efficient travel
arrangements, preferably equivalent to the AT&T discount rate. AT&T does
not reimburse for travel purchased with prepaid air passes.
3.3 TRAVEL EXPENSE REIMBURSEMENT
Vendor travel expenses incurred for company business are reimbursable only
as specified in these guidelines. Travel expenses may include the
following:
- transportation (airfare or other commercial transportation, car
rental, personal auto mileage, taxi and shuttle service)
- meals and lodging
- parking and tolls
- tips/xxxxxx service (if necessary and reasonable)
Vendors who stay with friends or relatives or other vendor employees while
on a Company business trip will NOT be reimbursed for lodging, nor will
they be reimbursed for expenditures made to reciprocate their hospitality
by buying groceries, being host at a restaurant, etc.
The expense must be ordinary and necessary, not lavish or extravagant, in
the judgment of the AT&T sponsoring management. Any reimbursement request
must be for actual expenditures only.
3.4 AIR TRAVEL ARRANGEMENTS
Vendors must select lowest logical airfare (fares available in the market
at the time of booking, preferably well in advance of trip to attain lowest
possible airfare). Vendors shall book coach class fares for all domestic
travel at all times. First class bookings are not reimbursable. Vendors can
request business class when a single segment of flight time ("in air time"
excluding layovers or ground time) is greater than 5 hours, or when flights
are intercontinental.
3.5 HOTEL ARRANGEMENTS
AT&T has established Market-Based Room Rate GuidelineS for vendors to
reference when making hotel reservations (see Addendum A). Vendors are
expected to abide by these guidelines when making hotel arrangements. AT&T
will only reimburse vendors up to the established room rate guideline in
each market, or for actual hotel lodging charges incurred, whichever is
less. There must be a strong business justification for incurring any cost
for internet access, and a request for reimbursement must be accompanied by
a detailed explanation regarding reason for charge.
NOTE: Vendors must indicate the number of room nights on the transaction
line when invoicing for reimbursement of hotel expenses. Copies of all
hotel bills must be made available for any invoice containing lodging
charges.
3.6 GROUND TRANSPORTATION
While away from their home location overnight, vendors are expected to
utilize rapid transit or local shuttle service. If the hotel provides a
complimentary shuttle, vendors are to use this service before paying for
transportation. If complimentary service is not provided a taxi or other
local
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Exhibit 11
AT&T Vendor Expense Policy
Contract No. 20206409
Amendment No. 02026409.A.010
transportation is reimbursable as a business expense. Tips provided to taxi
drivers cannot exceed 15% of the value of the total fare
A rental car is appropriate when the anticipated business cost is less than
that of other available public transportation. Except to the extent
necessary to accommodate several travelers and/or luggage requirements,
vendors will not be reimbursed for automobile rentals other than economy or
mid-sized/intermediate models.
"Loss Damage Waiver" and "Extended Liability Coverage" are not considered
reimbursable. Prepaid fuel or refueling charges at the time of return are
not reimbursable. Rental cars should be refueled before returning to the
rental company, since gas purchased through the rental company carries an
expensive refueling service charge.
3.7 USE OF PERSONAL VEHICLE
When use of personal vehicle is required, the currently applicable IRS
mileage rate for miles driven for the business portion of the trip should
be the maximum used to determine the amount to be reimbursed.
3.8 PARKING
If airport parking is necessary, vendors must use long term parking
facilities. Additional costs for short term, valet or covered parking are
not reimbursable.
3.9 ENTERTAINMENT
Entertainment expense is not reimbursable to vendors. Entertainment
includes meal expense involving AT&T personnel, golf fees, tickets to
events and related incidental expenses. Hotel charges for a pay-per-view
movie, individual sightseeing tours, or other individual activities (i.e.,
golf, sporting event, movie, etc.) are not reimbursable.
3.10 LAUNDRY AND CLEANING
Reasonable laundry charges during business trips of seven or more
CONSECUTIVE nights are reimbursable based on actual expenses incurred.
3.11 COMMUNICATIONS
The actual cost of landline telephone calls for AT&T business are
reimbursable. The use of AT&T products is required when available.
AT&T will not reimburse vendors for cell phone bills. With prior consent of
the sponsoring AT&T Senior Manager, only individual calls that EXCEED a
vendor's rate plan that are necessary to conduct business for AT&T may be
reimbursed.
Charges for high speed internet access are not reimbursable.
3.12 BUSINESS MEALS (TRAVEL AND NON-TRAVEL)
Vendors are expected to find reasonably priced dining alternatives. As a
general rule, vendors are expected to spend $42.00 OR LESS PER DAY
inclusive of tax and gratuity. This includes all meals, beverages and
refreshments purchased during the day. Requests for reimbursement should
break out the amount for meals and list the related number of travel days.
If breakfast is offered as part of the hotel accommodation rate, no
additional reimbursement will be permitted for breakfast. Vendors may not
submit expenses to cover meals or expenses for an AT&T employee, whether in
a home location or on official travel.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Exhibit 11
AT&T Vendor Expense Policy
Contract No. 20206409
Amendment No. 02026409.A.010
AT&T managers authorizing invoices will be held accountable for ensuring
that vendors are following this policy and are spending Company funds
economically.
3.13 FLOWERS, GREETING CARDS, GIFTS AND INCENTIVE AWARDS
The cost of gifts, flowers, birthday lunches, or greeting cards is
considered a personal expense and is not reimbursable. For example, vendors
making a donation or providing a gift for a fund-raiser for AT&T may not
submit such an expense to AT&T for reimbursement.
3.14 LOSS OR DAMAGE TO PERSONAL PROPERTY
The Company assumes no responsibility for loss or damage to a vendor's
personal property during business functions or hours.
3.15 PUBLICATIONS
Subscriptions to or purchases of magazines, newspapers and other
publications are not reimbursable.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Exhibit 11
AT&T Vendor Expense Policy
Contract No. 20206409
Amendment No. 02026409.A.010
ADDENDUM A
AT&T 2007 HOTEL ROOM RATE ONLY GUIDELINES
2007
CITY ST GUIDELINE
---- -- ---------
Anchorage AK $200
Fairbanks AK $160
Ketchikan AK $135
Glennallen AK $135
Fayetteville AR $ 00
Xxx Xxxxxxx XX $ 00
Xxxxxx Xxxx XX $ 90
Mesa AZ $140
Phoenix AZ $140
Tempe AZ $155
Tucson AZ $140
Anaheim CA $110
Arcadia CA $110
Bakersfield CA $110
Barstow CA $110
Buena Park CA $110
Burbank CA $135
Burlingame CA $175
Carson CA $110
Dublin CA $110
Eureka CA $ 90
Fresno CA $110
Garden Grove CA $110
Hayward CA $ 90
Irvine CA $155
Long Beach CA $135
Los Angeles CA $140
Oakland CA $110
Pasadena CA $155
Pleasanton CA $135
Rancho Cordova CA $135
Riverside CA $135
Sacramento CA $110
San Diego CA $140
San Francisco CA $200
San Gabriel CA $135
San Jose CA $135
San Leandro CA $135
San Luis Obispo CA $110
San Ramon CA $200
Santa Ana CA $120
Temucla CA $135
Torrance CA $110
Walnut Creek CA $160
Denver CO $120
Colorodo Springs CO $140
Xxxxxxxxx Xxxxxxx XX x000
Xxxxxxx XX $110
Xxx Xxxxx XX x000
Xxxxxxxxxx XX $250
Wilmington DE $200
Ft. Lauderdale FL $110
Jacksonville FL $135
Orlando FL $110
Tampa FL $175
Alpharetta GA $110
Atlanta GA $135
Augusta GA $135
Lawrenceville GA $ 00
Xxxxxxxxx Xxxxxxx XX $110
Chicago IL $135
2007
CITY ST GUIDELINE
---------------- -- ---------
Downers Grove IL $ 00
Xxxxxxx Xxxxxxx IL $110
Joliet IL $ 90
Matteson IL $ 00
Xxx Xxxx XX $110
Peoria IL $ 90
Rosemont IL $155
Schaumburg IL $120
Springfield IL $ 90
Willowbrook IL $ 90
Columbus IN $ 90
Indianapolis IN $110
South Bend IN $ 90
Overland Pk KS $ 90
Shawnee KS $120
Topeka KS $ 00
Xxxxxxx XX $ 00
Xxxxxx XX $279
Cambridge MA $279
Tewksbury MA $110
Columbia MD $110
Greenbelt MD $175
Hagerstown MD $110
Ann Arbor MI $ 90
Deaborn MI $110
Detroit MI $110
Grand Rapids MI $110
Grandville MI $110
Lansing MI $110
Livonia MI $110
Plymouth MI $110
Saginaw MI $ 00
Xxxxxxxxxx XX $135
Troy MI $110
Minneapolis MN $135
Chesterfield MO $110
Earth City MO $110
Festus MO $ 00
Xxxxxxxxx Xxxx XX $ 00
Xxxxxx XX $ 90
Kansas City MO $110
Maryland Heights MO $ 00
Xxxxxx Xxxxx XX $ 00
Xx Xxxxxx XX $ 00
Xxxxx Xxxxx XX x000
Xxxxxxxxx XX $110
Durham NC $110
Triangle Park NC $140
BaskingRidge NJ $175
Bernardsville NJ $175
Bridgewater NJ $200
Cranbury NJ $155
Edison NJ $135
Iselin NJ $155
Morristown NJ $175
Parsippany NJ $200
Piscataway NJ $155
Princeton NJ $135
Red Bank NJ $135
Short Hills NJ $250
Somerset NJ $140
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
Exhibit 11
AT&T Vendor Expense Policy
Contract No. 20206409
Amendment No. 02026409.A.010
0000
XXXX XX GUIDELINE
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Teaneck NJ $140
Tinton Falls NJ $140
Xxxxxx NJ $160
Whippany NJ $200
Pahrump NV $ 90
Reno NV $110
Buffalo NY $135
New York NY $325
Syracuse NY $135
White Plains NY $200
Tarrytown NY $200
Vestal NY $175
Canton OH $ 90
Cleveland OH $110
Columbus OH $110
Dayton OH $ 90
Dublin OH $110
Hudson OH $ 90
Independence OH $110
Pinkerington OH $ 90
Reynoldburg OH $ 90
Richfield OH $ 90
Toledo OH $110
Youngstown OH $ 90
Oklahoma City OK $120
Tulsa OK $110
Pittsburg PA $135
Memphis TN $155
Abilene TX $110
Amarillo TX $110
Austin TX $110
Beaumont TX $ 00
Xxxxxx Xxxxxxx XX $110
Dallas TX $135
El Paso TX $110
Houston TX $135
Irving TX $120
Lubbock TX $ 90
Plano TX $110
Richardson TX $135
San Antonio TX $135
The Woodlands TX $135
Waco TX $ 90
Chantilly VA $200
Arlington VA $200
Fairfax VA $200
Falls Church VA $200
Herndon VA $175
Sandston VA $120
Sterling VA $155
Vienna VA $225
Bellevue WA $175
Seattle WA $155
Bellevue WA $175
Appleton WI $110
Brookfield WI $110
Milwaukee WI $110
Madison WI $120
Oak Creek WI $ 90
CITIES NOT LISTED ON THIS TOP CITY HOTEL ROOM RATE ONLY GUIDELINE MATRIX,
DEFAULT TO $110.00 NIGHTLY RATE
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of AT&T,
Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
except by written agreement.
