EXHIBIT 10.27
Nortel Networks Agreement No. 011667
AMENDMENT to
Nortel Agreement No.: 011145 - Outsourced Services Agreement (the "Agreement")
WHEREAS, Nortel Networks Inc. ("Nortel") and Rainmaker Systems, Inc.
("Rainmaker") are parties to the Agreement;
AND WHEREAS, the parties wish to amend the Agreement, effective March 28,
2002 ("Amendment Effective Date") to address changes in the Business Rules;
NOW, THEREFORE, the Parties, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by both Parties, hereby
agree as follows:
1. The definitions used in this Amendment shall be as specified in the
Agreement where applicable, unless otherwise set out below.
2. The Business Rules will consist of the following:
a. The document attached hereto at Exhibit A and entitled "Business
Rules Document", containing the following footer reference: ESS
Business Rules (121301); and
b. The document attached hereto as Exhibit B and entitled "Business
Rules Document - Description of Business Rules Document
Modifications", containing the following footer reference: ESS
Business Rules Changes 3/28/02.
3. All other terms and conditions of the Agreement shall remain unchanged
and in full force and effect.
4. This Amendment, including Exhibits A and B hereto, comprises all of the
terms, conditions and agreements of the parties hereto with respect to the
subject matter herein, and save as expressly provided herein, may not be altered
or amended except in writing signed by representatives of each party hereto.
5. This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same agreement. Where a party executes a copy of this
Amendment and transmits such copy by facsimile to the other party, such other
party may rely on such facsimile copy of this Amendment as if it was an original
document.
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of
the Amendment Effective Date:
RAINMAKER SYSTEMS, INC. NORTEL NETWORKS, INC.
By: /s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxx Xxxxxx
(Signature) (Signature)
Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxx
(Print) (Print)
Title: COO Title: Operations
Date: 8/14/02 Date: 8/15/02
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
Exhibit A to AMENDMENT to Nortel Agreement No.: 011145 -
Outsourced Services Agreement
SEE ATTACHED "Business Rules Document", containing footer reference: ESS
Business Rules (121301).
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
1. General
1.1 Effective Date of Contract -pg. 10 of Nortel Agreement 011145
7/10/01
1.2 Contract Signing Date - pg. 10 of Nortel Agreement 011145
7/10/01
Nortel Networks Inc.
Xxxxx Xxxxxx, Director Operations, Global Enterprise Services
Rainmaker Systems
Xxxxx Xxxxxxx, V.P. Sales & Marketing
1.3 Definitions -Section 1, pg. 1 of Nortel Agreement 011145
-- "Business Day" means any day other than a Saturday, Sunday or any U.S.
nationally recognized holiday.
-- "Customer means any entity which is a party to, or prospectively will
be a party to a Service Contract, in each case offered by Nortel or
Rainmaker to such Customer.
-- "Go-Live Date" means the date on which Rainmaker will begin to provide
the sales and marketing functions and other Outsourced Services, which
date will be no later than 42 days after the Effective Date.
-- "Intellectual Property" means any copyright rights, trademark rights,
trade names, trade secret rights, inventions, ideas, patents, patent
rights and other intellectual property and proprietary rights in, to
under and in any way related to the Service Contracts.
-- "List Price" means the non-discounted price determined by Nortel in
respect of any Service Contract.
-- "Marketing Program Fees" means marketing program fees to be paid by
Nortel to Rainmaker, as set forth in Exhibit D.
-- "Nortel Networks Limited" means Nortel's parent corporation.
-- "Outsourced Services" means those services which Rainmaker will
provide for or on behalf of Nortel and which are set forth in Exhibit
D.
-- "Service Contract' means an agreement pursuant to which Nortel agrees
to provide technical, maintenance support, or other services to
Customers.
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
The types of Service Contracts for which Rainmaker will provide sales
and marketing services are set forth in Exhibit A.
-- "Start-Up Schedule" means the schedule of tasks that must be completed
before Go-Live Date, as set forth in Exhibit C.
-- "Start-Up Services" means database integration and enhancements;
report writing; enhancements to software applications, work stations
and telephone systems; and other activities (whether or not listed in
the Start-Up Schedule) which Rainmaker and Nortel may mutually agree
are necessary to implement the Outsourced Services.
-- "Target Market" means the market segment to which Rainmaker may
perform sales, marketing or rescue services with respect to the
Service Contracts, as set forth in Exhibit B.
-- "Territory" means the geographic territory in which Rainmaker may
perform sales, marketing or rescue services with respect to the
Service Contracts, as set forth in Exhibit B.
Additional definitions
-- "Assurance Services" - The Nortel Networks maintenance programs
available to Enterprise customers through Global Enterprise Services.
There are various programs available tailored to meet customer's
specific needs. ranging from basic phone and software support to
enhanced on site hardware delivery and replacement.
-- "FRU's-Field Replaceable Units" - Power supplies, Boards/cards,
Cooling units, and Control processors.
-- "TPM-Third Party Maintainer" - Contracted by Nortel Networks to stock
replacement parts and deliver those parts within the appropriate
response time should the customer require them as a deliverable of
their service contract.
-- "EMEA" - Europe, Middle East, Africa region
-- "CALA" - Caribbean, Latin America region
-- "AsiaPac" - Asia Pacific region
-- "AOL" - Assurance On Line---Now known as ESD
-- -"ARN" -Advanced Remote Node
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
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-- "ASN" - Access Stack Node
-- "ATM" - Asynchronous Transfer Mode
-- "BCM" - Business Communications Manager
-- "BCN" - Backbone Concentrator Node
-- "BLN" - Backbone Link Node
-- "BSA" - Back-up Service Assessment
-- "CLC" - Clarify Clear Contracts
-- "CRS" - Common Registration Group
-- "CSR" - Customer Service Representative
-- "EOL" - End of Life
-- "ESD" - Electronic Software Delivery
-- "FDC" - Former Data Company
-- "GSP" - Global Service Provider
-- "ISM" - Integrated Service Management
-- "IVR" - Interactive Voice Response
-- "NR" - Networking Reseller
-- "POS" - Point of Sale
-- "XXX" - Service Account Manager
-- "XXX" - Single/Secure Access Model
-- "SAP" - Systems Application Data Processing
-- "SFA" -Sales Force Automation
-- "SSP" - Service Solutions Partner
-- "TPM" - Third Party Maintenance Provider
-- "TSC" - Technical Support Center
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
3
1.4 Start Date
Estimated go-live date - August 24, 2001
Actual go-live date - September 21, 2001
1.5 Nortel Networks Address
Nortel Networks Inc.
0000 Xxxxxxxxxx Xxxx Xx.
Xxxxxxxxx, Xxxx 00000
1.6 Assurance Services - Exhibit A, pg. 11 of Nortel Agreement 011145
Service Order Number Description
SW8300 Software Subscription Service
BU2300 Software Application Service
BE2300 Core Service
BL2300 Return-to-Factory Service
BF2300 Next Business Day Courier Service
BG2300 Same Business Day Courier Service
BH2300 Around-the-Clock Courier Service
BJ2300 Next Business Day On-Site Service
BK2300 Same Business Day On-Site Service
BN2300 Around-the-Clock On-Site Service - 4 hours
BP2300 Around-the-Clock On-Site Service - 2 hours*
SW2300 Standard Software Assurance Service**
BQ2300 Limited Assurance Service***
* Additional to contract - Added by [ ] 12/5/01. Prior approval needed from
[ ] before any sell.
** Additional to contract - Required with every Assurance Service contract.
*** Additional to contract - Approved by [ ].
1.7 Target Market --- Exhibit B, pg. 12 of Nortel Agreement 011145
Contract Verbiage
"Renewals of Service Contract between Nortel and end users; in each
case limited to those customers. with annual maintenance fees of less
than[ ] per end user, unless otherwise noted in the Business Rules.
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
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Rescue of Service Contracts between Nortel and end users, [ ]"
Renewals:
Mutual Understanding:
Renewals (Up to [ ] per company) that are open at the day of go-live
(not booked, not renewed) will transfer to Rainmaker. As of November
2001, the agreed to annual maintenance fees amount will increase to
$75K per company for contracts with expiration dates greater than [ ].
Direct Rescue:
Mutual Understanding:
Direct Rescue consists of customers who have not been renewed by
Nortel account managers. The only direct rescue that Rainmaker will
assist with will be[ ].
Nortel reserves the right to ask Rainmaker for assistance with future
Rescues after the go-live date that can include contracts above the
[ ] An excel spread sheet of these contracts will be sent to [ ] and
the "Business Unit" field in Clarify will be coded over to "Enterprise
Data RMKR".
Channel Rescue: Mutual Understanding: Channel Rescue consists of
customers who have not been renewed by Nortel's channel. Rainmaker
will be supplied channel rescue on an on-going basis for those channel
accounts that are [ ] and do not renew within [ ] of their contract
expiration with their Nortel channel partner.
Nortel reserves the right to ask Rainmaker for assistance with future
Rescues after the go-live date which for contracts above the [ ] An
excel spread sheet of these contracts will be sent to [ ] and the
"Business Unit" field in Clarify will be coded over to "Enterprise
Data RMKR".
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
5
Cutover Date:
Mutual Understanding:
Cutover Date is defined as the date at which Rainmaker will start to
collect and receive credit for any sales made to customers within the
[ ] target market. The cutover date will be the go-live date,
(September 21st). [ ]. If Nortel has booked the contract prior to
go-live, Nortel will receive credit for the sale. *See section 7. 5 `PO
Assignment Process' for details on process.
1.8 Territory- Exhibit B, pg. 00 xx Xxxxxx Xxxxxxxxx 000000
"Xxxxxx Xxxxxx and any other jurisdiction that are specified in the
Business Rules (as defined in Exhibit C) from time to time."
1.9 Excluded Service Contracts -Exhibit B, pg. 12 of Nortel Agreement
011145
[ ]
Mutual Understanding
Nortel's Premium Accounts - A Premium account is a Service account that
has Enterprise Service Revenue greater than [ ]. Since Rainmaker is
only responsible for Enterprise Service customers with service revenue
less than [ ], Rainmaker will not contact these accounts without
written authorization from Nortel. (Refer to Nortel Networks Premium
Account list)
Premium status is determined by several criteria. The major one is
that, the [ ] annual revenue must result from maintenance on a central
network and be supported by the same Technical Support Center at the
customer's location. This may mean that not all maintenance business
with an account qualifies for Premium status. Other non-related
divisions, departments or entities of an account may be considered
stand-alone business and may be referred to Rainmaker. For example,
[ ]. The master name of [ ] is not enough information to determine if
the particular contract is considered Premium.
1.10 Restricted Accounts - Exhibit B, pg. 12 of Nortel Agreement 011145
[ ]
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
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Mutual Understanding
Nortel reserves the right to retain restricted accounts, even if they
happen to be [ ] annual contract opportunity.
[ ] range list as of 12/2001
[
]
These accounts will not be marked with the "Business Unit" name
"Enterprise Data - RMKR". Therefore Rainmaker will not have access to
this contract data.
This initial list will not be added to in the future.
1.11 DBA
Nortel Networks Enterprise Support Services (NNESS)
2. Marketing
2.1 Rainmaker's Marketing Efforts - Section 8, pg. 4 of Nortel Agreement
011145
"Rainmaker shall use commercially reasonable efforts to market the
Service Contracts throughout the Territory to the Target Market by
performing such marketing services as Rainmaker may propose to
undertake and Nortel may approve in advance in writing (with Nortel's
approval not to be unreasonably withheld, conditioned or delayed)."
Nortel agrees to:
"provide Rainmaker with all assistance that Rainmaker reasonably
requests in performing its sales and marketing services with respect
to the Service Contracts, and give Rainmaker the opportunity to
participate in all marketing and sales events that Nortel sponsors or
in which Nortel has the right to participate with respect to the
Service Contracts."
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
7
Mutual Understanding
Nortel will agree to and sign off on quarterly marketing plans that
consist of marketing circulation and variable costs to be paid to
Rainmaker on a monthly basis.
3. Client Marks -Exhibit G, pg. 17 of Nortel Agreement 011145
"The following trademarks and service marks are approved for use by
Rainmaker: 'Nortel Networks logo'
word xxxx: "Nortel Networks"
Mutual Understanding
Rainmaker uses the xxxx "Nortel Networks" along with address for
Rainmaker's DBA "Nortel Networks--ESS". The Nortel Networks logo has
been approved for usage on all printed and electronic correspondence
with Nortel's customers and in addition the URL,
xxxxxxxxxxxxxx-xxx.xxx, is approved for usage with all email
correspondence and web page creation.
4. Operations
4.1 Monthly Reports - Section 5, pg. 3 of Nortel Agreement 011145
"By the [ ] after the Go-Live Date, Rainmaker shall provide to Nortel,
via email or file transfer protocol (FTP) and in ASCII pipe delimited
format, a sales and marketing report. Additional reporting may be
available upon Nortel's request, and will be subject to Rainmaker's
then current prices for custom development."
Mutual understanding
Rainmaker will provide the following information each month on a
report in Microsoft Excel format:
o Monthly sales - Consolidated Purchase Order (CPO)
o Marketing information - Media response rate report
Consolidated PO Process
At the end of each month, Rainmaker will prepare a report of all
contract booking activity and forward to Nortel. This consolidated
sales report will include allcontracts booked, list and net price,
discount taken, and Rainmaker's gross profit. It will be used as a
Purchase Order by which Nortel will invoice Rainmaker for Nortel's
portion of contract bookings.
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
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o Sales Out/Consolidated PO report sent to Nortel by the 5th
business day of each month with all activity from prior month.
o Nortel prepares its own version of Clarify contract booking
report out of Business Objects to review data integrity and
reconcile number and value of contracts with Rainmaker report.
o Nortel's report is based on all contracts booked within the
previous month with a Purchase Order number that begins with RMK.
o Rainmaker will use the standard PO format of "RMK" followed by
the month and year in which the contract was booked. i.e. RMK1201
o Once both parties confirm dollar amount from report, Nortel will
forward an invoice via email to [ ], Rainmaker A/P Dept. at [ ].
o invoice payment terms: Net [ ]
o As individual contracts are booked in Clarify and invoiced out of
SAP, Rainmaker will receive separate individual invoices from
contract. Payment to Nortel will be based on the Sales Out/PO
report, not these separate invoices. These invoices may be
discarded as they are received. Nortel is researching the
possibility of preventing these invoices from printing and
mailing.
*Please see Rainmaker Consolidated Purchase Order Process flowchart
for further view.
4.2 Increases in List Price - Section 9, pg. 4 of Nortel Agreement 011145
"In the event that Nortel increases any List Price for any Service
Contract after Rainmaker has quoted a price for such Service Contract,
at a future date subsequent to the date on which such increase is to
go into effect, Nortel agrees to convey the applicable services
hereunder for the List Price in effect prior to the increase."
Mutual Understanding
Rainmaker receives a [ ] discount off of list price on renewals
Rainmaker receives a [ ] discount off of list price on rescue
If List Price increases Rainmaker is given [ ] notification and
current quotes are good for [ ]. Rainmaker will partake in any
discount
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
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program sponsored by Nortel and retain the effective margins. For
example; Multi year contract discount. See section 7.7 for example.
4.3 Rainmaker Fees and Customer Terms - Section 9.5, pg. 4 of Nortel
Agreement 011145
"Subject to Section 18.9 (Relationship of the Parties), Rainmaker may
offer Service Contract to Customers at such fees and discounts as
Rainmaker shall determine in its sole discretion, provided that any
such discount shall reduce Rainmaker's margin with respect to such
Service Contract by the amount of such discount. Rainmaker shall have
the right to cancel any Customer's order for Service Contracts in the
event that any such Customer fails to submit payment for such order,
and Rainmaker will notify Nortel immediately upon such cancellation.
if Rainmaker cancels any such order, Rainmaker shall bear the loss of
the actual cost of the Service Contract provided to the customer for
which the Customer has not paid. Nortel further agrees that, upon
notice from Rainmaker, Nortel shall cease providing any services under
a Service Contract to Customers who have defaulted on any payments due
and owing to Rainmaker for such Service Contract."
Mutual understanding
Rainmaker processes annual payment for contracts. If a customer is
unable to fulfill on an annual xxxx and requires a quarterly xxxx,
Rainmaker will forward that client to Nortel for processing. Nortel
will credit Rainmaker the GP from the customer contract fee. See
section 7.5 for greater detail.
Rainmaker will make every reasonable effort to collect funds for
service contract orders. During the normal course of business,
Rainmaker will follow its standard collections process to ensure
timely and accurate collection of funds from Nortel's customers. If
payment is not received from a customer within 120 days of invoice,
Rainmaker will cancel the service agreement and notify Nortel to
cancel said agreement.
4.4 Tax - Section 9.7, pg. 4 of Nortel Agreement 011145
[ ]. Rainmaker has provided a copy of the California reseller
certificate to Nortel. Nortel has provided tax condition information
to Rainmaker.
5. Sales
5.1 Hours of Operation
Standard hours 6am-5pm PST
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
10
5.2 Training
Training will take place the week of September 4th at the Rainmaker
Site. Nortel will provide training for Rainmaker on Clarify Contract
training, SAP query training, Service Program training, and General
Contract Process training.
5.3 Refund/Cancellation Policy
Rainmaker will allow customers to cancel contracts per the Nortel
Contract Agreement Termination clause.
"Termination. Either party may terminate this Agreement if (i) the
other party becomes insolvent, files or has filed against it a
petition in bankruptcy, or ceases doing business; or (ii) the other
party fails to cure a material breach of this Agreement within [ ]
after receipt of written notice of such breach from the party not in
default. Upon termination of this Agreement by Nortel Networks for
Customer's breach, Nortel Networks may cancel all of Customer's
unfulfilled orders without further obligation to furnish Services.
Maintenance contracts that have been cancelled are eligible for a
refund of billed and paid fees, less the [ ] cancellation period.
Software contracts (service models BU2300 and SW8300 will not be c
redited back to a customer if cancelled."
Mutual Understanding
If Rainmaker needs to issue a customer a credit for which they have
invoiced, it will be done out of their SFA system. Since the amount
due from Rainmaker Is processed out of the Clarify and SAP systems,
this SFA credit memo will need to be processed by Nortel in their
internal systems as well. In order for this credit to be deducted from
the monthly amount due to Nortel, a credit memo request form must be
completed and sent to Nortel to be processed in the SAP system. A
credit memo will then be issued against the Rainmaker customer
account, which will result in a reduction of the total Accounts
Receivable balance due from Rainmaker to Nortel.
5.4 Technical Support
For non-contracted customers, technical support is available by
calling 18004NORTEL. There is a fee of [ ] for the phone call. Should
the customer require parts, there are additional T&M charges that
apply.
5.5 Minimum Contract Order Size
Nortel Networks has a minimum contracts size of [ ]. Rainmaker
reserves the right to enforce the minimum order size as seen fit.
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
11
5.6 Lead Routing
Any customer sale that cannot be transacted by Rainmaker will be
transferred to the appropriate Nortel customer service representative.
This is defined to be any Nortel product that is not listed in section
1.6.
5.7 Escalation/Contact Routing
Response Times: [ ] [ ] [ ]
Clarity Issues: [ ] [ ] [ ]
General Contract [ ] [ ] [ ]
Questions:
Domestic Reg Account See breakdown for
Questions 1st Level escalation
by state
Channel Account See breakdown for
Questions: 1st Level escalation
by Partner
Service Marketing: [ ] [ ] [ ]
International:
EMEA [ ] [ ] [ ]
CALA [ ] [ ] [ ]
Asia Pac [ ] [ ] [ ]
Japan [ ] [ ] [ ]
Canada [ ] [ ] [ ]
Software: [ ] [ ] [ ]
EOL [ ] [ ] [ ]
OSS [ ] [ ] [ ]
General [ ] [ ] [ ]
Finance: [ ] [ ] [ ]
Data, [ ] [ ] [ ]
Legal: [ ] [ ] [ ]
Credit. [ ] [ ] [ ]
Field services: [ ] [ ] [ ]
5.8 Entitlement Rules
5.8.1 All like equipment at the same site must be covered under the
same service level.
5.8.2 For all services, excluding SW8300, the chassis and board level
information must be entitled.
5.8.2.1 For chassis' that require boards refer to the Service
Line # Reference Guide located on the server.
5.8.3 Response Times- Domestic US
5.8.3.1 For a 4-hour response time, the site must be located
within [ ] miles of the service depot.
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
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5.8.3.2 For a 6-hour response time, the site must be
located within [ ] miles of a service depot.
5.8.3.3 For Next Day On-Site, the site must be located
within [ ]miles of a service depot.
5.8.3.4 Use the Zip Code tool located on the server to
determine response time by the zip code of the
equipment site.
5.8.4 Response Times - International
5.8.4.1 Contact the Regional Contacts on the Escalation
list to determine what support/response time can
be offered.
5.8.4.2 In the email to the contact include the
following: Full site address, equipment model
number(s)and the desired service level.
5.8.5 All contracts for Assurance Services must have a
separate SW2300 line in Clarify for software entitlement.
5.8.5.1 For SW2300 entitlement information, refer to the
Software Delivery Tech Object Matrix located on
the server.
Any entitlement questions should be directed to General
Xxxxxxxx.xxxxxxx on the Escalation list
5.9 Sales process for building quotes in Clarify (New, Renewals &
Rescues)
5.9.1 Renew or New - Within Clarify click "create" for new
contract orders, click "renew" for either renewal or
rescue orders.
5.9.2 EOL - Check for EOL/Obsolete material using the equipment
list on `list items' section of created quote in Clarify.
5.9.2.1 Support for EOL is phased out over a [ ],
starting with the product's last ship date.
Years [ ] = same service level
Years [ ] = limited to Next Day On-Site or a
lesser service level.
If customer requires a higher service level,
contact EOL representative on the Escalation
list.
5.9.3 INTERNATIONAL REGIONS - Verify with EMEA, CALA, AsiaPac,
Japan, and Canada on new or renewal equipment that is
being quoted - they may not be able to support a site or
equipment. Attach verification to
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
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quote information as well as enter approvals in the text
section of the quote. The EMEA website can be used to
verify equipment (not sites)
xxxx://xx--xxxxx0.xxxxxx.xxxxxx.xxx:0000/ - but when in
doubt always contact [ ]. See the attached contact list
for International approvals.
5.9.4 ZIP CODE'S- Verify all zip codes for correct service level
use rip code tool on server. If incorrect zip code is
found, use xxxx://xxx.xxxx.xxx/ to look up or verify zip
codes.
5.9.5 BOARD COUNTS- Count all boards and change board count
category if necessary (Service Line Item Reference Guide
SLIRG) can be used for reference.)
5.9.6 CHASSIS - Refer to the software list to verify that the
chassis requires boards. Alert the AM if there are too
many chassis and not enough boards or vice versa. Any
discrepancy in chassis and board counts may affect pricing
and spare part stocking in depots.
5.9.7 PRICING - Check to ensure configuration reflects
appropriate international pricing.
5.9.8 SOFTWARE- Make sure appropriate software is entered - see
software list. Quantity should always be 1, you just need
to be sure that every product under contract has the
corresponding software model number if one applies. Upon
renewal, the SA-00 must be changed to SA0000 as the SA-00
program was recently discontinued.
5.9.9 REMOVE DISCOUNTS - Existing discount should be removed
unless directed by AM (Account Manager) to leave in.
5.9.10 RATES - Verify # of months and date info on all lines for
accuracy.
5.9.11 SOFTWARE/WELCOME - Verify/change the Primary (Welcome Kit)
and software contact names and addresses if necessary.
5.9.12 TEXT - Add notes in Header More Info tab that indicates
any unusual circumstances that indicates any unusual
circumstances that apply to contract. Also any approvals
obtained for exception items should be noted in Comments
section. This may include any/all EOL approvals, Board
Counts discrepancies, and International Site service
approvals. Date and put in your name at the end of the
notes.
5.9.13 MONEY- Verify that the software lines/SW2300 do not carry
any dollars. Also check for lines that show $1.00 - those
lines will need to be researched. This usually means there
is no established Assurance Service pricing in the system.
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
14
6. Term/Suspension/Termination
6.1 Term-Contract -Section 15.1, pg. 6 of Nortel Agreement
041145
"Agreement shall be in full force and effect for a [ ]
commencing on the Effective Date; and thereafter shall be
automatically renewed for succeeding terms of 12 months
each."
6.2 Termination for Cause - Section 15.2, pg. 6 of Nortel
Agreement 011145
"this agreement may be terminated by either party for cause
[ ] notice to the other party."
7. Fees/Discounts/Margins
7.1 Fees - Exhibit D of Contract of Nortel Agreement 011145
Payment Terms: All fees will be billed at "go-live" with the
following payment terms: [ ] - Payment for Implementation
and Data Enhancement fees - [ ] from "go-live. [ ] - Payment
for Marketing Concept & Management fees due October 1, 2001.
Payment for annual recurring fees in year two are due [ ]
from the anniversary of the effective date. Variable Fees
billed as incurred. Rainmaker will xxxx Nortel under account
# 0000000000 at the end of each month for the variable fees
incurred during that month. Rainmaker will xxxx against the
-blanket PO # USC102355, valued at [ ].
7.2 Minimum Purchase Order requirement
For all orders under $1,000 a credit card or pre-payment is
the required form of payment. Rainmaker will make exceptions
as needed in order to fulfill customer need.
7.3 Misdirected payment refund process
Team players for these misdirected payments:
Rainmaker Collector: [ ], phone [ ]
Nortel Networks Contact: [ ], Cash Applications Manager [ ]
Checks that go to Nortel that belong to Rainmaker
Rainmaker's collector and the Nortel corporate contact will
verify by phone which checks have been misdirected to a
corporate address. Rainmaker will log
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
15
these in a spreadsheet and check them off as they are
received. Nortel will issue reimbursement checks to
Rainmaker on a weekly basis as needed. The check stub will
clearly indicate each Rainmaker invoice number and amount.
Each Nortel refund check should be payable to and mailed to:
Nortel Networks Enterprise Support Services
Xxxx.XX-00000
Xxxxxxxx, XX 00000-0000
o If the payment is in place of a PO and is intended to
activate a customer's contract, the contract must be booked
and activated upon Nortel's receipt of the payment. Nortel
will alert Rainmaker of the check and Rainmaker will
activate the contract. The activation cannot be based on
Rainmakers receipt of the payment from Nortel and the
customer's support should not be delayed during this payment
transition process.
Checks that come to Rainmaker that belong to Nortel
Rainmaker confirms they do not belong to Rainmaker.
If the payment is a live check, Rainmaker logs them in a
notebook (which the Rainmaker Collector has access to) and
mails them to:
Nortel Networks
Attn: Accounts Receivable
Nortel Networks Inc.
0000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
If checks were received through Rainmaker lockbox, the
Rainmaker Collector lists them in a spreadsheet and forwards
paperwork to the Rainmaker Accounts Payable Dept. The AP
department issues checks on a weekly basis as needed to
Nortel. Checks are payable to and mailed to:
Nortel Networks
Attn: Accounts Receivable
Nortel Networks Inc.
0000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
The check stub clearly shows each Corporate Invoice number
and amount. The Rainmaker collector and the Nortel contact
will discuss any discrepancies by phone call.
Refund checks to be sent to Nortel Networks customers for
overpayments to Rainmaker. If Rainmaker receives a duplicate
payment or other type of
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
16
overpayment from a Nortel Networks customer, Rainmaker will
refund the money to the customer using Rainmaker checks. The
refund check is sent directly to the customer name and
address with information advising the customer of the reason
for the refund.
7.4 Vendor Name/Remit to Requirements for Customer Purchase
Orders (PO's)
In any case where the customer cannot or will not change the
vendor information to reflect NNESS (Rainmaker) at 0000
Xxxxx Xxxxx Xxxx, Xxxxxx Xxxxxx, XX 00000 Nortel will
reassign the PO to Rainmaker.
7.5 Quarterly Billing
If a customer wishes to continue with quarterly billing,
rather than the Rainmaker annual billing, Rainmaker will
forward the customer to Nortel for order processing. Nortel
will credit Rainmaker the GP from this contract. The Gross
Profit (GP) that Rainmaker would have normally received for
the contract will be billed to Nortel in a monthly invoice,
separate from the CPO, and Nortel will pay RMKR within [ ].
Nortel will supply a blanket PO that Rainmaker can xxxx
against each month.
7.6 Contract Proration
Nortel does not offer contracts for less than a 1-year term.
If a customer has an existing maintenance agreement Nortel
will allow for additions to be prorated running coterminous
with the existing contract Prorating should be done to the
closest month.
7.7 Discounts
Rainmaker may offer Service Contract to Customers at such
fees and discounts, as Rainmaker shall determine in its sole
discretion; provided that any such discount shall reduce
Rainmaker's margin with respect to such Service Contract by
the amount of such discount.
Example:
Rainmaker offers 10% discount to the customer.
Renewal List: [ ]
Less discount: [ ]
Renewal Net: [ ]
Amount due to Nortel: [ ].
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
17
Rainmaker is allowed to offer Multi-year discounts to their
customers without reducing their margin with respect to such
discount. The Multi-Year discounts are as follows:
[ ] for a 2-year contract
[ ] for a 3-year contract
Example:
Rainmaker sells 3-year contract for [ ] discount.
3-Year List: [ ]
Less 3 year discount [ ]
3 Year Net [ ]
Amount due to Nortel: [ ]
7.8 Margins -Exhibit D, page 14 of Nortel Agreement 011145
Renewal Service Margin - [ ]
Rescue Service Margin - [ ]
Mutual Understanding
A contract that is originally a direct renewal cannot become a
rescue. If the renewal opportunity given to Rainmaker expires and
it is renewed after the expiration date, the renewal margin of
[ ] still applies.
8. Data Communication Procedures
8.1 Rainmaker Systems pull (query) from RMKR views
To date Rainmaker Systems and Nortel's Clarify Team have
collaboratively constructed 10 views to support Rainmaker Systems
data queries. These views will provide a consistent, consolidated
setting for contract and contact information regarding specific
RMRK flagged accounts within Nortel's Clarify system.
The views in Nortel's Clarify database are:
Rmkr_contract_header_vw Contract header from Clarify
Rmkr_contract_prim_contact_vw Contract's primary contact
Rrnkr_contract_soft_contact_vw Contract's software contact
Rmkr_contract_rev_contact_vw Contract's revenue contact
Rmkr_contract_line_vw Service Level- detail of contract
Rmkr_covered_at_site_vw Location of contracted equipment
Rmkr_bill_to_site_vw Xxxx to site info
Rmkr_ship_to_site_vw Ship to site info
Rmkr_covered_equipment_vw Detail info about the contracted
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
18
equipment
Rmkr_item_discount_vw Detail regarding discount allowed
for contract
Rainmaker Systems plans to pull from these views three different
ways to accommodate its data needs.
8.1.1 An initial, all-inclusive pull of Rainmaker Systems renewal
and rescue eligible contract data.
8.1.2 A quote only pull. This pull will query all Rainmaker
Systems flagged contracts with a status of "quote" only.
Furthermore, these records will be pulled every 60 minutes
and target only those quotes where a recent insertion or
change on a time stamp within a related table (such as
"last_update", "last_save_dt", "create_dt", last_mod_dt",
etc.) has occurred.
8.1.3 A newly eligible and recently closed contract opportunity
pull. This will comprise only those contracts that have
become recently available to Rainmaker Systems and those
contracts that Rainmaker Systems has rescued or renewed.
The frequency of this pull is dependent on how often Nortel
will flag or convert eligible contracts to Rainmaker
Systems. The best case for Rainmaker Systems is pulling
once a day to avoid a backlog of closed opportunities.
Note: We also plan to test a variety of actual working scenarios
to verify updates, modifications, and inserts are properly
captured.
8.2 Rainmaker Extract Project Plan
Objective
Rainmaker Systems will be renewing hardware maintenance support
contracts for Nortel's Global Enterprise Services group. The
target market at this time is direct end users with annual
contract revenue less than [ ] of Assurance Service revenue.
Overview
Rainmaker Sales reps will be creating quotes and updating
customer contract records within Nortel's Clarify ClearContracts
application. Rainmaker will be handling all billing, back office
processes, and reporting through our own application. Contract
data that has been flagged for Rainmaker will be extracted from
Nortel's Clarify database to populate Rainmaker's systems.
The data points required to support Rainmaker's processes have
been identified and Nortel has defined the fields within the
Clarify database which correspond to
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
19
the requested data points. Views have been defined which
incorporate these Rainmaker significant fields and include only
contract records that have been flagged, by Nortel as assigned to
Rainmaker.
The Rainmaker extract must support near to real-time pulls of
quote data from Nortel's production system in order to
accommodate the customer sales process and pricing. Rainmaker
intends to access the data through the defined views every thirty
minutes during working hours targeting contracts that have been
created or updated during that day (sysdate).
The select from the rmkr views will be done through a stored
procedure that will reside within Nortel's database. Rainmaker
will call the procedure through a cron job on Rainmaker's side,
scheduled to run every half hour.
Rainmaker sales reps will update the comment field on the
ClearContracts screen header more info tab to force an updated
timestamp in table_contract_last_update.
Specifications
Clarify extract used to feed Rainmaker's SFA tool will be run out
of reporting environment as an interim process until system
modifications are put into Clarify Production allowing for a
`delta extract' to be run in order to minimize the size of the
data extract.
The Clarify reporting environment refreshes daily at 6 hour
intervals beginning at 10:00 Eastern time. The refresh takes
approximately 30 minutes.
Once Clarify modifications are complete, the extract may be run
at more frequent intervals agreed upon by both parties. These
extracts will be run so as not to negatively impact system
performance.
Rainmaker login information:
USER ID: rainmaker_extract
Password: Contact [ ], or [ ]
Rainmaker contracts flagged with Clarify Administrator: [ ]
Delta extract will be triggered by Rainmaker's changing the
defined Clarify field: Header More Info tab. When changes are
made to Clarify `More Info' tab in the header, the time stamp is
changed, triggering the Rainmaker extract.
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
20
9. Web
9.1 URL
The approved/registered URL is xxxxxxxxxxxxxx-xxx.xxx. This URL
is registered to Rainmaker Systems.
Below URL redirects are used to direct customers to the web
related information and online contract viewing.
Hosted by Nortel Hosted by Rainmaker
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxx will
redirect to xxxx://xxx000.xxxxxxxxxxxxxx.xxx/xxxxxx/
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxx_xxxxxxxx will
redirect to xxxx://xxx000.xxxxxxxxxxxxxx.xxx/xxxxxxxx/
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxx_xxxxxx will
redirect to xxxx://xxx000.xxxxxxxxxxxxxx.xxx/xxxxxxx
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxx_xxxxxx will
redirect to xxxxx://xxxx00.xxxxxxxxxxxxxx.xxx/xxxxxx/
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxx order will
redirect to xxxxx://xxxx00.xxxxxxxxxxxxxx.xxx/xxxxx/
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxx will
redirect to xxxxx://xxxx00.xxxxxxxxxxxxxx.xxx/xxxxxxxx/
xxxxxxxxx-xxx@xxxxxxxxxxxxxx.xxx that
redirects to xxxxxxxxx@xxxxxxxxxxxxxx-xxx.xxx
10. International Pricing
10.1 Uplifts
Uplifts for International locations must be applied. The uplifts
by region are:
EMEA: [ ]
AsiaPac: [ ]
Japan: [ ]
CALA: [ ]
The regional contacts are listed on the Escalation list and must
be contacted prior to selling service to verify that the service
can be offered for the equipment and the location.
The following information must be supplied via email to the
regional contact prior to quoting the customer: Site Address,
equipment and required service level.
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
21
Approval
This document provides approval from both parties in adherence to the Business
Rules Documents (Exhibit C of the Nortel Agreement No. 011145). Any changes or
additions made to the Business Rules Document require the signed approval of
both parties.
Sign-Off
--------------------------------------------------------------------------------
Nortel Networks
------------------------------- ----------------------------------- ------------
Signature Print Date
Rainmaker Systems
------------------------------- ----------------------------------- ------------
Signature Print Date
--------------------------------------------------------------------------------
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
22
Exhibit B to AMENDMENT to Nortel Agreement No.: 011145 -
Outsourced Services Agreement
SEE ATTACHED "Business Rules Document - Description of Business Rules Document
Modifications", containing footer reference: ESS Business Rules Changes 3/28/02.
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
Description of Business Rules Document Modifications
This document provides approval from both parties in adherence to the Business
Rules Documents. Any changes or additions made to the Business Rules Document
require the signed approval of both parties. Listed below is detail of the
modification and/or additions made to the Business Rules Document. Reference all
Sections Page and/or Attachment numbers.
Section 1. 7 - Target Market Additional Target Market
Additional Target Market
1.) [ ]
Effective April 1, 2002 Nortel grants Rainmaker the right to renew [ ] customer
contracts up to a value of [ ].
2.) [ ] limit on contract value
Effective April 1, 2002 Nortel grants Rainmaker the right to renew customers
with contract values up to [ ]. This is an increase from [ ] referenced in
Section 1.7 of the 12/20/01 signed Business Rules.
Market Definition
Alteon contracts
An "Alteon" renewal contract will be those contracts identified by Nortel with
Alteon products and changed in Nortel's Clarify system to Business Unit:
Enterprise RMKR. These contracts will be for companies in the United States with
an annual contract value of [ ] or less. Once renewed, the contract will remain
a Rainmaker renewal opportunity in the future. A renewal will be any contract
with an expiration date past [ ].
An "Alteon" rescue contract will be those contracts identified by Nortel with
Alteon products and changed in Nortel's Clarify system to Business Unit:
Enterprise RMKR. These contracts will be for companies in the United States with
an annual contract value of [ ] or less. Once rescued, the contract will remain
a Rainmaker renewal opportunity in the future. A rescue will be any contract
with an expiration date prior to [ ].
[ ] contract limit
All new renewal opportunity will be identified by Nortel by 4/8/02 and changed
in Nortel's Clarify system to Business Unit: Enterprise RMKR. Once renewed, the
contract will remain a Rainmaker renewal opportunity in the future.
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
Payment to Nortel by Rainmaker for purchase of contracts
Alteon contracts
Margins to Rainmaker
Renewal Service Margin - [ ]
Rescue Service Margin - [ ]
[ ] contract limit
Cost of contract remains in force from original agreement
Renewal and rescue contracts will be identified as referenced in original
business rules. Rainmaker will pay Nortel according to originally agreed-to
payment terms and processes as defined in the original Business Rules document.
Process Management
The contracts for both opportunities #1 and #2 will be processed using the same
order management Process used for Renewal & Rescue opportunity currently in
place.
Program Start Date
Nortel will change the appropriate contract opportunity (as stated #1 and #2
above) in Nortel's Clarify system to Business Unit: Enterprise RMKR by April 8,
2002 Rainmaker will maintain the current sales and marketing processes in force
for both new target segments. Rainmaker will issue entitlement to the customer
contracts according to originally defined processes. Rainmaker will collect
payment from the customers according to originally agreed to processes.
1.10 Restricted Accounts- Exhibit B, pg. 12 of Nortel Agreement 011145
[ ]
Mutual Understanding
Nortel reserves the right to retain restricted accounts, even if they happen to
be [ ] annual contract opportunity.
[ ]
[ ]
[ ]
[ ]
[ ]
See Alteon Signature 041202.pdf for signature approval
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
