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SERVICE AGREEMENT
Between
ViaSat, Inc.
And
SiriCOMM, Inc.
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THIS SERVICE AGREEMENT is made and entered into as of this 14th day of June
2004, with an "Effective Date" beginning June 14, 2004 by and between ViaSat,
Inc., ("ViaSat"), 0000 Xxxxxxxxxxxxxx Xx., Xxxxxxxx, Xxxxxxx 00000 and SiriCOMM,
Inc., 0000 Xxxxx Xxxx., Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 ("Customer")
WHEREAS, Customer desires to purchase from ViaSat certain Services associated
with the operation of Customer's Network.
WHEREAS, Customer may also desire to purchase from ViaSat certain Network
Hardware associated with the operation of Customer's Network.
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter stated and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. PURCHASE AND SALE
Subject to the terms and conditions of this Agreement, ViaSat shall
sell and provide, and Customer shall purchase and pay for, Services
and/or associated Network Hardware for Customer's Network, as described
in the attached exhibits, which are incorporated herein and made a park
of this Agreement:
Exhibit A: Service Pricing
Exhibit B: Shared Hub Services and Technical Support
Exhibit C: Satellite Bandwidth
Exhibit D: On-Site Maintenance - Remote Terminal
Exhibit E: Move, Add and Change (MAC) Activity
2. DEFINITIONS
2.1 "Agreement" shall mean this Service Agreement and all Exhibits attached
hereto.
2.2 "Agreement Year" shall mean the twelve-month period commencing on the
Effective Date of this Agreement and each successive twelve-month
period thereafter that the Agreement remains in effect.
2.3 "Covered Software" shall mean Software, which is provided to Customer
by ViaSat. Covered Software includes maintenance releases provided to
Customer without additional charge in accordance with the terms of this
Agreement.
2.4 "Customer's Network" shall mean the satellite network purchased by
Customer from ViaSat.
2.5 "Network Hardware" shall mean the equipment that is provided to
Customer by ViaSat and on which runs the Covered Software.
2.6 "Services" shall mean the services as described in the Exhibits
attached to this Agreement.
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2.7 "Software" shall mean instructions for effecting the operation of a
computer or like device including any modifications, updates or
additions which may be supplied by ViaSat to Customer, in executable
form in any medium, such as magnetic tape, disks, or optical media; and
related materials such as flow charts, logic diagrams, manuals, and
other documentation which are provided by ViaSat to Customer.
2.8 "Warranty Period" shall mean the time periods set forth in Section 7.
3. TERM.
Unless sooner terminated in accordance with this Agreement, the term of
this Agreement shall commence on the Effective Date and continue for
sixty (60) months (the "Term"). This Agreement shall automatically
renew for additional twelve (12) month periods, unless either party
provides the other party with written notice at least ninety (90) days
prior to the end of each period.
4. PRICE AND PAYMENT
4.1 Customer shall pay for purchased Services and/or Network Hardware at
the prices (the "Prices") set forth in Exhibit A attached hereto for a
total of 400 sites.
4.2 The Prices for the Services and/or Network Hardware shall be fixed.
Base charges do not include freight, insurance, taxes, duties, charges,
levies and imposts.
4.3 Payment shall be made in U.S. dollars. Terms are net thirty (30) days
from the date of the invoice. Payments shall be made as set forth
below:
If by check to:
ViaSat, Inc.
X.X. Xxx 000000
Xxx Xxxxxxx, XX 00000-0000
If by electronic wire transfer to:
Union Bank of California
000 "X" Xxxxxx
Xxx Xxxxx, XX 00000-0000 XXX
Routing Transit #: 000000000
Acct Name: ViaSat, Inc. General Checking Account
Acct #: 4000142625
Swift ID: BOFC US 33 SOC (For international wire transfers)
4.4 A service charge of 1.5% per month or the highest rate permitted by law
(whichever is less) plus reasonable collection charges including
attorneys' fees will be applied to all invoices not paid within thirty
(30) days from the date of invoice. If Customer disputes in good faith
any billing from ViaSat, Customer must notify ViaSat in writing within
twenty (20) days after receipt of the invoice as to the basis for
Customer's belief that the disputed amount is not payable. Interest
will not accrue on the disputed amount if it is determined that the
amount in dispute should not have been billed to Customer. Interest
will accrue on late payments if Customer fails to notify ViaSat in
writing within such twenty (20) days, or if final resolution is that
the disputed amount is owed to ViaSat.
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4.5 Except as otherwise provided in this Agreement, at the end of the
initial Term of this Agreement, ViaSat may increase the Pricing for the
subsequent years, based upon the increase in the US Consumer Price
Index and the Pricing hereto shall be deemed to have been amended
thereby.
4.6 ViaSat reserves the right to suspend provision of any or all Services
until payment in accordance with this Agreement, including payment for
Services and all interest owed, is received by ViaSat.
4.7 Invoices for Services performed by ViaSat shall be sent to Customer at
the following address:
SiriCOMM, Inc.
0000 Xxxxx Xxxx., Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
ATTN: Xxxx Xxxxxxx
5. TAXES
5.1 Customer shall be financially responsible for, and agrees to pay, all
Taxes (as defined below) imposed on, or otherwise related or
attributable to, the Services and/or Network Hardware or amounts
payable by Customer to ViaSat pursuant to this Agreement, whether or
not any such Taxes are actually charged or separately stated by ViaSat.
For purposes of this Section 5, the term "Tax" or "Taxes" shall mean
all federal, state, local, foreign, tribal or provincial taxes,
charges, fees, levies, imposts, duties, tariffs, surcharges, or other
assessments, including, without limitation, sales, use, transfer, gross
receipts, excise, withholding, Universal Service Fund assessments or
any similar charges or assessments, value added, goods and services,
government fees on user terminals, and all assessments or replacing,
any of the above, or other tax or governmental fee of any kind
whatsoever imposed by any governmental authority, including any
interest or penalties or additions thereto, whether disputed or not,
provided, however, that the term Tax or Taxes shall not include any
taxes imposed on ViaSat's net income. ViaSat's failure to collect and
remit any Taxes required to be paid by Customer will not relieve
Customer of its liability for such Taxes.
5.2 Customer shall provide ViaSat with all applicable certificates of
waiver, exemption, relief, or other reasonably satisfactory evidence of
waiver, exemption or relief that may be required by any federal, state,
local or foreign Tax authority pursuant to which ViaSat would be
relieved of its obligation to charge Customer Tax in connection with
this Agreement.
6. PERMITS AND LICENSES
6.1 Customer shall obtain and maintain, at its own expense, all necessary
local regulatory and legal authorizations, licenses, approvals,
certifications and permits, governmental or otherwise, necessary for
Customer and its employees and agents to use the Services and/or
Network Hardware.
6.2 No license under patents (other than the limited license to use), or
license in copyrights, trade secrets, or other intellectual property
rights is granted by ViaSat or shall be implied or arise by estoppel,
with respect to any Service and/or Network Hardware offered under this
Agreement.
7. WARRANTY
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7.1 ViaSat warrants that Services will be performed in a workmanlike manner
in accordance with good commercial practices, by qualified personnel.
Any Network Hardware furnished pursuant to this Agreement shall be new
or refurbished and during the Warranty Period shall conform in all
material respects to the published specifications in effect on the date
such Network Hardware is shipped to Customer.
7.2 The warranty period begins on the date of delivery for Network Hardware
(furnished pursuant to this Agreement) and extends for twelve (12)
months. The warranty period for Covered Software is the term of this
Agreement. ViaSat will repair or replace, at its option, any Network
Hardware (furnished pursuant to this Agreement) and Covered Software
returned to ViaSat by Customer at its expense during the Warranty
Period, which fails to satisfy this warranty, unless the failure was
the result of shipping; improper installation, maintenance or use by
Customer; abnormal conditions of operation; tampering; power failures
or surges; spurious radiation; attempted modification or repair by the
Customer; or an act of God. ViaSat makes no warranties other than the
express warranties in this section and none shall be implied. There is
no warranty of noninfringement, merchantability, or fitness for a
particular purpose provided hereunder. Customer's sole remedy for any
breach of warranty is the repair or replacement, at ViaSat's option, of
the failed item or re-performance of the non-conforming service.
7.3 In addition, ViaSat shall not be responsible for:
a. Any repair resulting from persons other than ViaSat service
personnel performing maintenance, repairs or modifications
without prior written approval by ViaSat.
b. Service on machines, accessories or other devices not
manufactured by ViaSat, other than Network Hardware. If such
damage is determined by ViaSat to be the cause of a
malfunction in Covered Software, the Customer will be charged
a service fee based upon ViaSat 's then current hourly rates.
c. Any Covered Software transferred from the location set forth
in this Agreement, may result in such Covered Software being
excluded from this Agreement or an additional charge will be
levied for the contracted Services unless prior approval in
writing has been obtained from ViaSat.
d. ViaSat shall not be liable for any damage caused to Customer's
facilities or equipment or for any loss resulting there from
except for damage caused as a direct result of the accidental
or negligent acts or omissions of its employees, servants
and/or agents while on-site at Customer's facilities.
e. The Covered Software has the capability to run, or interact
with, Software applications or hardware that were not provided
by ViaSat; e.q. the Covered Software may provide inputs to
third party custom billing systems. ViaSat is not responsible
for the proper operation of third party applications or
hardware, including without limitation billing systems, and
cannot give assurances that a failure of third party
applications or hardware will not cause the Covered Software
to malfunction.
8. FORCE MAJEURE
Except for Customer's obligation to make timely payments, no Party
hereto shall be liable for delay in performance or for non-performance
caused by circumstances beyond the control of the party affected,
including for example but not limited to, acts of God, fire, flood,
war,
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government action, accident, technical failure, labor trouble, acts or
omissions of communications carriers, unauthorized use of the Services,
shortages, inability to obtain materials, equipment or transportation
from suppliers or subcontractors when such inability is due to causes
of Force Majeure on the part of the affected Party's suppliers or
subcontractors; provided, however, that the party so affected notifies
the other parry in writing as soon as possible of the existence of such
condition. In the event of delay due to any such condition, any
performance obligation shall be adjusted equitably.
9. INDEMNIFICATION; LIMITATION OF LIABILITY
9.1 Each party shall indemnify and hold harmless the other, its directors,
officers, employees, agents, subsidiaries, affiliates, subcontractors
and assignees, or any of them, from and against any losses, damages,
liabilities, expenses, costs, claims, suits, demands, actions, causes
of action, proceedings, judgments, assessments, deficiencies and
charges on account of physical damage to tangible property and personal
injuries, including death, to all persons, arising from any negligent
actions or omission or willful misconduct of the party. Provided
Customer promptly notifies ViaSat, in writing, of such claims, and
provided Customer qives ViaSat the right to defend and/or settle such
claims at its expense with counsel of its choice. ViaSat shall
indemnify and defend Customer, its directors, officers, employees and
agents from and against any claim, action, damage, liability and
expense arising out of or in connection with claims for patent
infringement arising from the Service furnished by ViaSat (other than
claims for patent infringement arising from Customer combining or using
the Service furnished by ViaSat in connection with facilities or
equipment furnished by others). The indemnification provisions set
forth in this Section 9 extend to and include any attorney's fees and
costs incurred by such parties from any actions or claims to which this
indemnification applies, or from contesting the applicability of this
provision. This Section 9 shall survive the termination of this
Agreement.
9.2 Notwithstanding any other provision of this Agreement, under no
circumstances shall ViaSat or Customer be liable for any incidental,
consequential, punitive or special damages of any nature whatsoever,
including without limitation, lost profits, loss of information, loss
of business, or cost of replacement services, however caused, whether
for breach of warranty, breach of contract, repudiation of contract, or
in tort, or otherwise, whether or not previously advised of the
possibility of such damages. In no event shall ViaSat's total liability
in connection with the performance of this Agreement exceed an amount
equal to the amount paid by Customer to ViaSat during the six (6)
months immediately preceding the date on which Customer suffers any
damages. This Section shall survive the termination of this Agreement.
10. PROPRIETARY INFORMATION AND RIGHTS
All patents, trademarks, trade names, copyrights and designs in
relation to the Services and/or Network Hardware whether registered in
any part of the Customer's country or province or not shall be and
remain the property of ViaSat and Customer shall not claim any right or
property therein or register or cause to be registered in any part of
the world, any patent, trademark, trade name, copyright or design which
is the property of ViaSat. ViaSat retains for itself all intellectual
property and production rights in and to all designs, engineering
details, software and other data pertaining to the Services and/or
Network Hardware. Intellectual property includes, without limitation,
patents, copyrights, trade and service marks, trade names, trade
secrets, software and semiconductor designs. Customer shall not remove,
destroy, deface, conceal or alter any name, markings, copyright,
notice, number or the like on or contained in or attached to the
Services and/or Network Hardware or alter or modify the Services and/or
Network Hardware without the prior written consent of ViaSat.
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Nothing herein in this Agreement shall be deemed to grant to Customer
any right, title, license or interest in the word or name "ViaSat" or
in any other trademark, trade name, trade dress, or logo of ViaSat.
11. NOTICES
All notices given pursuant to this Agreement shall be in writing and
either delivered in person or by certified Mail, return receipt
requested postage prepaid, or by overnight courier requiring signature
upon receipt to each party at the following address or such other
address as such party may direct by similar notice to the other:
To ViaSat:
ViaSat, Inc.
0000 Xxxxxxxxxxxxxx Xx.
Xxxxxxxx, Xxxxxxx 00000 XXX
ATTN: Director of Contracts - Xxxx Xxxxxxx
with a copy to:
ViaSat, Inc.
0000 Xxxxxxxxxxxxxx Xx.
Xxxxxxxx, Xxxxxxx 00000 XXX
ATTN: Managing Director, World Wide Service - Xxxx Xxxxxx
To: CUSTOMER:
SiriCOMM, Inc.
0000 Xxxxx Xxxx., Xxxxx 000 Xxxxxx, Xxxxxxxx 00000
XXX ATTN: Xxxx Xxxxxxx
Any notice given pursuant to this Agreement shall be deemed to have
been given on receipt.
12. TERMINATION
12.1 ViaSat may terminate this Agreement in the event that Customer breaches
a material obligation of this Agreement and such breach continues for a
period of sixty (60) days after ViaSat provides Customer a written
notice thereof, setting forth the nature of the alleged breach.
Customer and ViaSat agree to a good faith effort to remedy such breach
during this sixty (60) day period.
12.2 Customer may terminate this Agreement in the event that ViaSat breaches
a material obligation of this Agreement and such breach continues for a
period of sixty (60) days after Customer provides ViaSat a written
notice thereof, setting forth the nature of the alleged breach.
Customer and ViaSat agree to a good faith effort to remedy such breach
during this sixty (60) day period.
12.3 Should the Agreement be terminated, pursuant to this section, for
breach of a material obligation of the Customer, Customer shall be
obligated to immediately pay to ViaSat all fees normally charged for
the Services for the remaining balance of the Term of this Agreement.
Also any additional payments due by the Customer to ViaSat will be paid
by the Customer in
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accordance with Section 4.3. Should the Agreement be terminated,
pursuant to this section, for breach of a material obligation of
ViaSat, a refund, adjusted for actual Services provided, less any
outstanding invoices, will be paid to the Customer by ViaSat.
12.4 Termination will entitle ViaSat to cancel any or all undelivered orders
for Service activation or Technical Support Services without liability
or obligation.
13. INSURANCE
13.1 Each of ViaSat and Customer shall: (a) at its own expense, maintain in
full force and effect Worker's Compensation Insurance for its own
employees, providing coverage in accordance with the statutory limits
prescribed for the installation site; (b) require its subcontractors to
maintain Worker's Compensation Insurance in accordance with the
statutory limits prescribed for the installation site; and (c) provide
the other party with a copy of the certificate of insurance upon
request.
13.2 Each of ViaSat and Customer shall, at its own expense, maintain in full
force and effect comprehensive general liability insurance with a
combined single limit of liability of not less than $1,000,000 per
occurrence. The parties shall provide the other party with a copy of
the certificate of insurance upon request.
14. ASSIGNMENT AND SUBCONTRACTING
14.1 This Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the parties hereto and their respective legal
representatives, successors and assigns, subject to the understanding
that ViaSat may assign this Agreement to any entity acquiring all or
substantially all of the assets of its VSAT Networks business unit.
14.2 ViaSat may engage one or more subcontractors to perform any or all of
the obligations of ViaSat hereunder.
14.3 Subcontracting by either party shall not, unless the parties otherwise
agree in writing, relieve the assigning or subcontracting party hereto
from any obligations hereunder.
15. GOVERNING LAW
This Agreement shall be interpreted in accordance with and governed by
the laws of the State of California, except for its rules or principles
of conflicts of law. The United Nations Convention on International
Contracts for the Sale of Goods shall not apply.
16. MISCELLANEOUS
16.1 This Agreement (and the Exhibits as integrated hereto) constitutes the
entire agreement between the parties with respect to its subject
matter, and supersedes all other agreements, understandings and
contracts whether oral or written with respect thereto. No
modification, change, amendment to this Agreement shall be of any force
or effect unless in writing and signed by authorized representatives of
both Parties.
16.2 The waiver or failure of any Party hereto to exercise any right
provided for in this Agreement shall not be deemed a waiver of any
further right hereunder under such provision or any other provisions.
If any provision of this Agreement shall be held to be invalid or
unenforceable, the other provisions shall remain in full force and
effect.
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16.3 Customer agrees that except as may be required by law, there shall be
no news releases, advertising, sales promotions, or disclosures of a
technical nature or otherwise regarding this Agreement or which involve
the name of ViaSat without the prior written approval of an authorized
employee of ViaSat, such approval not to be unreasonably withheld.
16.4 All provisions contained in this Agreement which by their language or
context are intended to survive, such as, without limitation, ownership
and confidentiality of proprietary information, indemnification and
payment provisions, shall survive any termination of this Agreement.
16.5 Nothing in this Agreement shall, expressly or implied, give to any
person other than the parties hereto any benefit or legal or equitable
right, remedy or claim except as expressly provided herein. All
remedies provided in accordance with this Agreement are cumulative and
are in addition to any and all legal rights of the parties except as
are expressly limited by the terms hereof.
16.6 To the extent any terms and conditions of this Agreement conflict with
the terms and conditions of the Exhibit(s), an order or order
acknowledgement, the terms and conditions of this Agreement shall
control.
16.7 The captions contained in this Agreement are for convenience only, are
without substantive meaning, and shall not be construed to modify,
enlarge, or restrict any provision.
16.8 This Agreement may be executed in any number of counterparts, and by
ViaSat and Customer in separate counterparts, each of which shall be an
original, but all of which shall together constitute one and the same
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.
ViaSat, Inc. SiriCOMM, Inc.
By: /s/ XX Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
Printed Printed
Name: Xxxx Xxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Dir. of Business Development Title: President
Contracts
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EXHIBIT A
SERVICE PRICING
1. SCOPE
ViaSat shall provide the Services as described in Section 2 at the
prices contained in Section 3 and in accordance with the schedule
contained in Section 4.
2. SERVICES As a part of this Agreement, ViaSat shall provide the below
Services:
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SERVICES:
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Included in Item Contract Exhibit
Offering
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No Installation - Standard Non-Penetrating Roof Mount N/A
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Yes Shared Hub Services and Technical Support B
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Yes Internet access for the initial service via a ViaSat N/A
provided portal
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No Backhaul Connection to ViaSat Shared Hub Customer
Provided
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Yes Satellite Bandwidth to support: C
o 1.536 Mbps Multicast Forward Channel
o 64,128 or 192 kbps peak Unicast Return
Channel Data Rate with 32, 64 or 96 kbps dynamic
CIR (assumes 50:1 oversubscription)
o 256, 512 or 768 kbps Unicast Forward Channel
Dynamic CIR (assumes 50:1 oversubscription)
Note: Additional satellite bandwidth can be
made available at the following monthly rates:
o Download capacity - $650 per 100 kbps channel
o Upload capacity - $2,650 per 256 kbps channel,
$5,250 per 512 kbps channel or $10,400 per 1028
kbps channel
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Yes On-Site Maintenance - Next Business Day, D
Monday through Friday
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No Disaster Recovery Hub Support N/A
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As
Required Move, Add and Change (MAC) Activity E
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As Hosting at ViaSat's Shared Hub a VPN or Frame A- Option
Required Relay Interface Router not to exceed a height of 2
RUs
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3. PRICING
3.1 FEES FOR SERVICES
The pricing paid by the Customer is based on the configuration at each
site location:
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Data Rates (Download/Upload) Monthly Recurring Price Per Site
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256/64 kbps $95.00
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512/128 kbps $128.00
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768/192 kbps $160.00
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The above pricing is based on a total of 400 sites having a contract
term of sixty (60) months each. The pricing also assumes that the 400
sites will be installed over a period f not more than six (6) months.
ViaSat shall commence invoicing the above fees upon installation and
commissioning of each Remote Terminal.
3.2 ADDITIONAL SERVICES
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Equipment or Service Item Price
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Customer Network Equipment Hosting Fee (2 Rack RUs or less) $195.00/month
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Additional NATed static public IF addresses beyond the initial 1 ea. $ 50.00 each
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EXHIBIT B
SHARED HUB SERVICES AND TECHNICAL SUPPORT
1. SCOPE
Through the use of a Shared Hub, ViaSat provides services to enable
Customer to transmit and receive information between Customer's
centralized computing equipment and the end user Remote Terminal.
Customer's use of the ViaSat owned Shared Hub and the associated NOC
support that is provided (hereinafter referred to collectively as the
"Shared Hub Services") are as follows:
A. ViaSat shall provide Customer with access to the Shared Hub
through an interface purchased and installed by the Customer;
B. ViaSat shall transmit to the Remote Terminals information
received at the Shared Hub from Customer's centralized
computing equipment and will transmit to Customer's
centralized computing equipment information received at the
Shared Hub from the Remote Terminals. Customer shall obtain
the required space segment capacity for satellite
transmission;
C. ViaSat shall provide routing and switching of information
between Customer's centralized computing equipment and the
Remote Terminals;
D. ViaSat shall operate, monitor and control the Shared Hub 24 X
7 with resources from ViaSat's NOC.
The Shared Hub is a fully redundant system located in Atlanta, Georgia.
The facility consists of a 6.1 meter Ku-band motorized antenna with
satellite tracking, redundant RF, automatic uplink power control,
redundant base band equipment, DS3 Internet access, and voice trunking
capability. The facility is housed in a secure environment with FM 200
fire suppression system, 30-day diesel generator and uninterruptible
power system.
For operation of the Shared Hub, ViaSat provides 24 X 7 technical
support through a combination of our worldwide Network Operations
Center (NOC) and our staff of systems and development engineers.
ViaSat's technical support staff consists of qualified personnel who
are properly trained and are duly qualified to provide appropriate
levels of assistance. ViaSat's staff shall assist Customer with
operation and management of the ViaSat furnished equipment and
software. Technical Support personnel are available by phone, email or
Fax. The Technical Support staff consists of qualified engineers
capable of problem resolution, remote diagnostics, trouble-ticket
assignment and tracking, and problem diagnosis and action. In the event
the problem cannot be diagnosed and corrected it shall be escalated to
systems and development engineers in accordance with the SLA defined in
this document.
The technical support staff shall maintain in electronic format copies
of any software maintenance releases or upgrades to the system software
and firmware. Additional, the technical support staff shall maintain
both an electronic and hardcopy version of the operation
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and maintenance manuals, application notes, software installation
procedures, and detailed prints for any custom or non-standard
components. Quarterly reports shall be generated by the technical
support staff depicting the volume of calls received and the number and
status of Service Tickets opened.
2. DEFINITIONS
"Technical Support", means engineering and operational support provided
by ViaSat's Network Operations Center staff located in Carlsbad,
California and our staff of systems and development engineers at our
Atlanta, Georgia and Clarksburg, Maryland locations.
"NOC", means the Worldwide Network Operations Center located in
Carlsbad, California.
"Service Ticket", means an electronic record that is established and
periodically updated when a problem or request is made to the NOC. Each
Service Ticket shall be assigned a unique number for tracking purposes.
"Shared Hub", means a satellite master earth station owned by ViaSat
that provides the central link for Customer's network.
"Shared Hub Services", means Customer's use of the ViaSat owned Shared
Hub and the associated NOC support that is provided.
3. REFERENCES AND ATTACHMENTS
Attachment 1 - Customer Request for Service
4. PROCESS FOR OBTAINING TECHNICAL SUPPORT
4.1 SUPPORT REQUEST
Requests for Technical Support shall be made by telephone, fax or e-mail
to the Worldwide NOC. The contact information for support is as follows:
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ITEM WORLDWIDE NOC
-----------------------------------------------------------------------
ADDRESS ViaSat Network Operations Center
ViaSat Inc.
0000 Xx Xxxxxx Xxxx
Xxxxxxxx, XX 00000-0000 XXX
-----------------------------------------------------------------------
TELEPHONE x0-000-000-0000
NUMBER
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FAX NUMBER x0- 000-000-0000
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E-MAIL ADDRESS noc-carlsbad(xxxxxxx.xxx
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LANGUAGES English
SUPPORTED
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HOURS OF OPERATION 24 X 7, 365 days per year
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When contacting the NOC, each request for support should be
communicated providing the information requested in Attachment 1. This
information includes contact information for the requestor, a
description of the problem, information on the network impact of the
problem and any other relevant information. This information shall
allow the NOC to better understand the nature of the problem and the
severity.
Some of the more typical reasons for contacting the NOC include:
1. Troubleshooting site problems
2. Assistance with software upgrades including telephone support
and upgrade planning assistance
3. Monitoring and diagnostics of network performance
4. Network optimization and sizing analysis
5. Assistance in adding or deleting carriers
6. Moving to a new transponder or satellite
7. Network problem diagnosis, recommendations and resolution
8. Network optimization
9. Adding or deleting carriers
10. Field-testing of new ViaSat software releases with Customer
applications.
From time to time Customer may request ViaSat to provide additional
support outside the scope of the typical support provided by the NOC.
This support may include implementing new applications or third party
hardware, network configuration changes, etc. ViaSat shall evaluate
these changes and provide Customer a quotation for these types of
services. If the Customer performs the Remote Terminal installation
then it is the Customer's responsibility to ensure that all installers
are properly certified to install the equipment. ViaSat shall not be
responsible for any support to improperly trained individuals.
4.2 SERVICE TICKETING AND SEVERITY LEVELS
When contacted by Customer, the NOC shall immediately log the
problem/request and open a Service Ticket in the service-ticketing
database. ViaSat's technical personnel shall evaluate each service
request and apply the following levels of problem severity when
prioritizing the level of technical response:
Severity 4 - Failure is an irritant only and does not materially affect
the operation of the system. Also includes non-priority questions and
items relating to documentation questions.
Severity 3 - Failure is an error or failure of the licensed software or
equipment items, which materially affects the operation of the system,
but does not prevent the operation of a significant portion of the
system. A significant portion of the system is defined as fifty percent
or greater of the sites impacted.
Severity 2 - Failure prevents operation of a significant portion of the
system. Severity 1 - Failure prevents the operation of the entire
network. Once the problem has been logged into the Service Ticketing
system and the severity determined, the NOC shall provide the person
requesting support a Service Ticket number, and the appropriate level
of support shall be assigned to the service request.
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As appropriate the NOC may request dial/Internet access to Customer's
network to perform remote diagnostics. It's critical and essential that
Customer always maintain the capability for NOC personnel to access the
network.
4.3 SUPPORT TIER LEVELS
4.3.1 CUSTOMER SUPPORT SERVICES
Customer shall provide first line service and Technical Support to
their end users. Customer shall initially address requests for support
before contacting ViaSat. The minimum services Customer shall provide
their end users are: (i) call center services, (ii) fault isolation and
problem resolution, (iii) continuing software and documentation
updates, and (iv) service-ticket tracking. If Customer is unable to
resolve any issue, then ViaSat shall be contacted by authorized callers
to obtain needed assistance.
4.3.2 VIASAT SUPPORT SERVICES AND TIER LEVELS
Based on Customer providing initial support for their end users through
a call center, ViaSat provides three (3) tiers of NOC Technical
Support:
Tier 1 - This tier level is the primary point of contact within the NOC
and provides problem resolution, remote diagnostics, Service
Ticket tracking, problem diagnosis and action; satellite
downloads of new software and escalation to tier 2 if
required. Tier 1 services are available 24X7 and are subject
to the escalation procedure contained in Section 4.4.
Tier 2 - This tier provides Customer enhanced service and Technical
Support depending upon the nature and severity of the issue.
Tier 2 is available 24X7 for severity level 1 & 2 problems and
emergencies in accordance with the escalation procedure
contained in Section 4.4.
Tier 3 - This tier provides Customer service and Technical Support for
issues that cannot be resolved at tier 2. Tier 3 support is
typically provided by senior level System and Design
Engineers. These issues may require system optimization to
correct deficiencies that can cause network service outages.
Tier 3 support is available 24X7 for severe level 1 & 2
problems and emergencies in accordance with the escalation
procedure in Section 4.4.
Customer support for non-emergency requests and technical questions
shall be addressed during normal business hours, five (5) days per
week.
4.4 ESCALATION AND SERVICE LEVEL AGREEMENT
Based on the severity of the problem as defined in Section 4.2, ViaSat
shall escalate the problem and have a temporary and final solution in
place in accordance with the below table.
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Table 4.4. Hardware and Software Problem Escalation
------------------------------------------------------------------------------------------------------
2nd & 3rd Maximum
1 st Tier Tier Time For
Severity Maximum Maximum Temporary Final Solution In Place
Category Response Time Response Solution In
Time Place
------------------------------------------------------------------------------------------------------
4 Immediate - NIA. Future Release Of
Available 24 X 7 7 days Hardware Or Software
Via Phone
------------------------------------------------------------------------------------------------------
3 Immediate - 72 hours Next Release Of
Available 24 X 7 30 days Hardware Or Software
Via Phone
------------------------------------------------------------------------------------------------------
2 Immediate - 4 hours 9 hours Next Release Of
Available 24 X 7 Hardware Or Software
Via Phone
------------------------------------------------------------------------------------------------------
1 Immediate - 1 hour 6 hours Next Release Of
Available 24 X 7 Hardware Or Software
Via Phone
------------------------------------------------------------------------------------------------------
Hardware and Software Problem Escalation Notes:
1. Above stated hours are non cumulative.
2. The beginning of each time interval stated above is from the
time Customer contacts the NOC and a Service Ticket is opened;
and only after Customer has performed trouble diagnosis and
attempted problem resolution.
------------------------------------------------------------------------------------------------------
4.5 RESOLUTION OF SERVICE REQUEST
Upon completion, correction, restoration, or other resolution of
Customer's request for service from the NOC, the NOC shall record the
diagnosis of the issue, any actions taken by the NOC to resolve the
issue, the date and time of resolution, and the man hours invested by
the NOC in resolving Customer's issue from the time the service ticket
was initially opened. The steps taken by the NOC during the resolution
process include:
1. Issuance of a Service Ticket number for tracking of the
problem
2. Engaging Tier 2 or 3 Engineers as required and providing
Customer the name of the assigned Engineer for coordination
purposes
3. Tier 2 or 3 Engineer upon receipt of an assignment shall
contact Customer to obtain additional information concerning
the problem and shall agree with Customer on the frequency and
methods of providing updates.
4. Tier 2 or 3 Engineer provides status updates to Customer based
on the intervals agreed to in item 3 above.
5. Upon resolution of a problem, an e-mail shall be sent to
Customer detailing the corrective action and the Service
Ticket shall be closed.
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Attachment 1
Customer Request for Service
--------------------------------------------------------------------------------
Company Name:
Name of Requestor: Phone:
Fax:
Email:
--------------------------------------------------------------------------------
Product Type: Version of Software:________________
Hub Location:
Describe Issue:
Impact of Issue: (Please note if issue is intermittent, routine, etc.)
On Hub or NMS:
On Remotes:
Questions:
What changes (if any) have been made to network?
Any new applications introduced into network, if so, when?
General Relevant Facts or Comments:
Page-17-
EXHIBIT C
SATELLITE BANDWIDTH
1. SCOPE
ViaSat shall provide Customer Satellite Bandwidth for communications
services via satellite within the fifty United States and portions of
Canada, Mexico and the Caribbean. The Satellite Bandwidth shall be in
the Ku-Band frequency range and be Transponder Protected
2. DEFINITIONS
"Satellite Bandwidth", means Ku-band bandwidth on a domestic US
Satellite.
"Transponder Protected", means satellite service that may not be
preempted to restore another Customers service or transponder
3. NETWORK CHARACTERISTICS
The Satellite Bandwidth provided by ViaSat to Customer is based on the
LinkStar system which provides connectivity using a DVB/S broadcast
outbound carrier from the hub and one or more proprietary format TDMA
return links from the Remote Terminal back to the hub.
4. PROVIDED BANDWIDTH
Satellite Bandwidth shall be provided Customer for the initial number
of Remote Terminals, and the Satellite Bandwidth can be increased to
meet Customer's site and application growth. The Satellite Bandwidth
will be divided between download (towards Remote Terminal) and upload
(towards hub) capacity.
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EXHIBIT D
ON-SITE MAINTENANCE - REMOTE TERMINAL
1. SCOPE
By purchasing on-site maintenance, the Equipment supplied by ViaSat
shall be repaired or replaced by a service technician visiting Customer
site if there is an Equipment failure. The services provided by ViaSat
include NOC diagnostics, service technician dispatch, travel to the
site, spares to replace failed Equipment, repair of failed Equipment,
shipping and warehousing.
Problems may be reported to the NOC, 24 x 7, by calling the toll-free
number: 000-000-0000, or direct, 000-000-0000. The NOC shall issue a
unique call identifier to document the reported issue and to track
actions taken toward resolution of the problem. The NOC shall perform
preliminary troubleshooting and diagnostics; and as required shall
dispatch service technicians to Customer's site.
2. SERVICE OFFERING
ViaSat offers both same day and next day service. The level of service
shall be determined at the time of contract and can be changed on an
annual basis. Each service offering is described below.
2.1 SAME DAY SERVICE
ViaSat shall provide maintenance the same day the maintenance request
is received from the Customer. The level of service provided will be
selected by the Customer based on the site hours and the criticality of
returning the site to full operation. The three levels of same day
service are described below:
----------------------------------------------------------------------------------------------
LEVEL MAINTENANCE HOURS OF *ARRIVAL TIME
DAYS MAINTENANCE
----------------------------------------------------------------------------------------------
A 7 days per week 24 hours per day 5 hours from receipt of
maintenance request
----------------------------------------------------------------------------------------------
B 7 days per week 8:00 AM - 8:00 PM 5 hours from receipt of
local time maintenance request
----------------------------------------------------------------------------------------------
C Monday - Friday 8:00 AM - 5:00 PM 5 hours from receipt of
local time maintenance request
----------------------------------------------------------------------------------------------
* Time outside the hours of maintenance shall not be included when
determining the 5-hour response time. As an example, if Level C
service is requested and the request is received at 4:00 PM then
ViaSat shall be on site by 12:00 noon the following day (1 hour is
counted from 4:00 PM to 5:00 PM and then 4 hours from 8:00 AM to
12:00 AM). For a Level A service, ViaSat shall be on site by 9:00 PM
the same day.
Page-19-
2.2 NEXT DAY SERVICE
ViaSat shall provide next day maintenance for those sites designated by
Customer. Customer shall select from the below two levels of support
offered by ViaSat:
-----------------------------------------------------------------------
LEVEL MAINTENANCE *ARRIVAL TIME
DAYS
-----------------------------------------------------------------------
A 7 days per week For those sites serviced by Fed Ex/UPS next
day AM service, ViaSat shall arrive on site
the next day by 10:00 AM local time, for
service calls received by 4:00 PM the
previous day. If the site doesn't have AM
service, ViaSat shall arrive on site by 4:00
PM or within 2 hours of replacement
Equipment delivery.
-----------------------------------------------------------------------
B 5 days per week For those sites serviced by Fed Ex/UPS next
day AM service, ViaSat shall arrive on site
the next day by 10:00 Monday - Friday AM
local time, for service calls received by
4:00 PM the previous day. If the site
doesn't have AM service, ViaSat shall arrive
on site by 4:00 PM or within 2 hours of
replacement Equipment delivery.
-----------------------------------------------------------------------
* Days outside the maintenance days shall not beincluded when
determining the next day response time. As an example if Level B
service is requested and the request is received on Friday, ViaSat
shall be on site by 10:00 AM Monday. For a Level A service call,
ViaSat shall be on site by 10:00 AM Saturday.
2.3 Restoral Time
When the ViaSat service technician arrives on site with the appropriate
spare equipment, normal service shall typically be restored within two
(2) hours of the technician arriving on site. Normal escalation
procedures to be followed by ViaSat are:
a. If the field service technician cannot repair or otherwise
resolve the hardware maintenance problem within two (2) hours
after arrival on-site, the technician shall contact the ViaSat
Network Operations Center (NOC) supervisor.
b. If the problem cannot be identified within three (3) hours
after the field service technician's arrival on-site, the NOC
shall report the problem to a Level II Engineer.
c. If the problem is not identified within four (4) hours after
the field service technician's arrival on-site, the Manager of
Network Operations shall be notified and an appropriate course
of action shall be discussed with Customer.
d. With respect to ViaSat dispatches of service technicians to a
site, ViaSat shall cause ninety percent (90%) of such
dispatches to arrive to the site within the designated on-site
time.
3. Maintenance Exclusions
ViaSat's maintenance coverage under this Agreement is all inclusive
with the exception of (i)
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repairs resulting from damage or improper use or operation other than
in accordance with the operating manuals, including the failure to keep
the equipment free from dust, grime, water or other liquids, or failure
to provide sufficient airflow or supply of power free from significant
or frequent power surges; acts of God; power failure; fire; flood;
water; lightning; vandalism, as long as the cause is not created by
ViaSat or the agents of ViaSat, (ii) if access is denied to service
technician then an abort fee shall apply, (iii) non ViaSat authorized
alterations, such as antenna moves due to roof work or Customer
performed antenna moves, (iv) if it is determined upon arrival on site
the problem is not with the installation of Equipment provided by
ViaSat, any resulting service dispatches shall be billed to Customer on
a time and materials basis, or (v) if ViaSat does not install the
ViaSat provided equipment than any service calls as a result of
improper installation shall be at extra cost.
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EXHIBIT E
MOVE, ADD AND CHANGE (MAC) ACTIVITY
1. SCOPE
From time to time Customer may require various services to be performed
by ViaSat. Below is a list of the possible services and the associated
price.
-----------------------------------------------------------------------------------------------------
SERVICE DESCRIPTION PRICE
-----------------------------------------------------------------------------------------------------
Install New System Phone Survey, install antenna, antenna .96m - $680
mount, LNB, BUC, RCST, installing 100 foot 1.2m - $680
IFL cable; point, peak& pol antenna, and 1 1.8m - $855
hour commissioning time/hook up of 2.4m - $1,140
customer equipment.
-----------------------------------------------------------------------------------------------------
Deinstall Disassembly and removal of antenna and .96m - $650
(Removal) mount from roof. Removal of electronics. 1.2m - $650
Restoring site to original preinstallation 1.8m - $825
condition 2.4m - $1,110
-----------------------------------------------------------------------------------------------------
Abort Fee or Fee Applies if installer was properly notified of the $400
for Return Trip site and scheduled a date, traveled to the
site and is then instructed to return at a later
date to perform the service. Also applies if
during a system move the installer is
required to deinstall one day and return the
next day for an installation
-----------------------------------------------------------------------------------------------------
Antenna Move Move antenna and mount to different location .96m - $740
on same roof. Price includes roof pad if 1.2m - $740
required. Price also includes installing up to 1.8m - $925
100 ft. of new IFL cable if required. Double 2.4m - $1,200
the charge if two visits are required to
deinstall and then reinstall on separate days.
-----------------------------------------------------------------------------------------------------
New Cable Provide and install cable (price per foot) $5.00
(Installed)
-----------------------------------------------------------------------------------------------------
Conduit Provide and install conduit (price per foot) $4.00
-----------------------------------------------------------------------------------------------------
Trenching Trenching activities for IFL cable installation $5.00 - Earth
(price per foot) $15.00 - Asphalt or
Concrete
-----------------------------------------------------------------------------------------------------
RCST Move Power off RCST and move to new location. $550
Includes possibility of rerunning up to 100 ft
of IFL cable. Powering up RCST and re-
commissioning site
-----------------------------------------------------------------------------------------------------
RCST Move after Same effort as above performed after 6:00 $650
hours pm local time
-----------------------------------------------------------------------------------------------------
Expedite fee Requiring an installation to be done with $250
same day notice
-----------------------------------------------------------------------------------------------------
Roof Pad Provide roof pad for a move or $200
deinstall/reinstall where the older roof pad
can't be reused
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------------------------------------------------------------------------------------------------------
Site Survey (Non Pre-installation site visit to determine
concurrent with antenna location; mount type, cable routing, $350
installation) and terminal location. Includes:
photographs, drawings, completed survey
document and customer acknowledgement.
------------------------------------------------------------------------------------------------------
Deinstall/Reinstall Move existing antenna and mount, cable, .96m - $1,330
- Same electronics at same site location. Price 1.2m - $1,330
Location/Same includes roof pad if required. Price also 1.8m - $1,680
Day includes possibility of rerunning up to 100 ft 2.4m - $2,250
of IFL cable. Powering up RCST and re-
commissioning site
------------------------------------------------------------------------------------------------------
Deinstall/Reinstall Move existing antenna and mount, cable, .96m - $1,405
- Different electronics to includes roof Price different 1.2m - $1,405
Location/Same location. pad if required. Price also 1.8m - $1,755
Day includes possibility of rerunning up to 100 2.4m - $2,325
ft of IFL cable. Powering up RCST and re-
commissioning site. Assume new site is
within 25 miles of the old location.
------------------------------------------------------------------------------------------------------
Antenna Repoint Repoint of an antenna on the same or $350
different satellite
------------------------------------------------------------------------------------------------------
Hourly Rates:
------------------------------------------------------------------------------------------------------
Regular working 6:00 am - 6:00 pm/ Monday-Friday $85
hours
------------------------------------------------------------------------------------------------------
After hours, 6:00 pm Friday to midnight Saturday $125
Saturday
------------------------------------------------------------------------------------------------------
Sunday, holidays Midnight Saturday till 8:00 am Monday $150
------------------------------------------------------------------------------------------------------
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