EXHIBIT 10.1
[**] - CERTAIN INFORMATION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST UNDER
RULE 24B-2 OF THE COMMISSION
PROCUREMENT AGREEMENT
This Agreement is made by and between Xxxx Atlantic Network Services, Inc.
(hereinafter referred to as "Xxxx Atlantic"), a Delaware corporation with
offices located at 0000 Xxxxx Xxxxx Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000 and
BroadBand Technologies, Inc. (hereinafter referred to as "BBT") a Delaware
corporation with offices located at 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxxx, Xxxxx
Xxxxxxxx 00000-0000.
DEFINITIONS. The following terms shall have the meanings indicated below when
used in this Agreement:
"Affiliate" means an entity that owns, directly or indirectly, a greater than
fifty percent (50%) voting interest in a party ("Parent"), or any entity in
which a party or its Parent owns, directly or indirectly, at least a twenty
percent (20%) voting interest.
"Agreement" means this as-order procurement Agreement and any appendices,
exhibits, diagrams attached hereto.
"Appendix" means the referenced appendix or appendices and any amendments or
modifications thereto that may be made from time to time by written agreement of
the parties.
"Lucent" shall mean Lucent Technologies, Inc.
"Material" shall mean any and all of the hardware or software listed in Appendix
A. At Xxxx Atlantic's request and subject to the provisions of the "BEST PRICE"
Section of this Agreement, the parties will amend Appendix A to add additional
related or successor hardware and software.
"Services" means the repair and warranty services specified in this Agreement.
GENERAL SCOPE OF AGREEMENT. This Agreement covers the purchase of Materials and
related Services by Xxxx Atlantic and/or its Affiliates during the Term. This
Agreement is a non-commitment contract and Materials and/or Services shall be
furnished by BBT on an "as-ordered" basis.
TERM. The term of this Agreement shall commence on July 1, 1996, and shall,
except as otherwise provided herein, continue in effect thereafter until
December 31, 2002.
PRICE. Prices shall be those listed in Appendix A. These prices may
[********************] during the Term.
ASSIGNMENT BY BUYER. This Agreement and any order under this Agreement may be
assigned in whole or in part by Xxxx Atlantic to any Parent or Affiliate of Xxxx
Atlantic upon written notice to BBT. Upon such assignment and an assumption of
obligations thereto by the assignee, Xxxx Atlantic shall be discharged of any
further liability pursuant to this Agreement or to any order which has been
assigned.
ASSIGNMENT BY SELLER. Any assignment by BBT of this Agreement, the work to be
performed, or of any other interest hereunder, in whole or in part, shall be
void unless Xxxx Atlantic's written consent is obtained or the assignment is
confined solely to monies due or to become due. It is expressly agreed that any
such assignment of monies shall be void to the extent that it attempts to impose
upon Xxxx Atlantic obligations to the assignee additional to the payment of such
monies, or to preclude Xxxx Atlantic from dealing solely and directly with BBT
in all matters pertaining hereto, including the negotiation of amendments or
settlements of amounts due.
"BAR CODE PACKAGE LABELING". In addition to labeling requirements in the Section
"MARKING", BBT shall label all unit, intermediate and shipping packages in
accordance with Telecommunications Industry Forum specifications (TCIF):
a. Shipping and Receiving Transaction Bar Code label Specification
BC/89-001,
b. Implementation Guideline to Package Labeling BC/89-002,
c. Product Package Label Specification BC/89-003,
d. Guideline for identification and Bar code Labeling of cable reels, if
applicable.
Copies of the TCIF reference guidelines (a, b, c, d above) may be obtained form
TCIF/ATIS, 0000 X Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000,
000-000-0000."
BEST PRICE. The prices for Materials and Services contained herein, shall be at
least as low as those offered by BBT to any of its other customers for the same
or similar materials or services under similar terms and conditions. If BBT at
any time extends to any other customer lower prices or higher discounts for any
such material or services under similar terms and
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conditions, BBT shall promptly notify Xxxx Atlantic in writing and extend said
prices or discounts to Xxxx Atlantic as of the date such prices or discounts
were first offered to the other customer. If, after the effective date of the
resulting price decrease, Xxxx Atlantic shall have overpaid for affected
Materials or Services at the pre-existing price, then the amount of the
overpayment shall, at Xxxx Atlantic's discretion, be allowed as a credit against
the price of Materials or Services on any order for which payment has not been
made or refunded to Xxxx Atlantic. In addition, such prices shall be at least as
low as those offered by Lucent to Xxxx Atlantic under agreement BC13760.
BUYER'S INFORMATION. All specifications, drawings, sketches, models, samples,
tools, computer programs, technical information, confidential business
information or data, written, oral or otherwise (all hereinafter designated
"Information") obtained from Xxxx Atlantic by BBT hereunder or in contemplation
hereof shall remain Xxxx Atlantic's property. All copies of such Information in
written, graphic or other tangible form shall be returned to Xxxx Atlantic upon
request. Unless such Information was previously known to BBT free of any
obligation to keep it confidential or has been or is subsequently made public by
Xxxx Atlantic or a third party, it shall be kept confidential by BBT, shall be
used only in the filling of orders, or in performing otherwise hereunder, and
may be used for other purposes only upon such terms as may be agreed upon in
writing by Xxxx Atlantic.
CHOICE OF LAW. The construction, interpretation and performance of this
Agreement shall be governed by and construed in accordance with the domestic
laws of the Commonwealth of Virginia.
COMPATIBILITY INFORMATION. Compatibility information is that technical
information, including but not limited to software interfaces, required to
design equipment and/or software which is functionally interconnectable with
Xxxx Atlantic's network and the Material supplied by BBT hereunder. Should the
interface information not be available from other sources without additional
cost to Xxxx Atlantic, BBT for a period of ten (10) years after providing such
Material shall supply, at no charge, such compatibility information to such
Material to Xxxx Atlantic within thirty (30) days of a request from Xxxx
Atlantic.
COMPLIANCE WITH LAWS. BBT shall comply with all applicable federal, state,
county and local laws, ordinances, regulations and codes (including procurement
of required permits or certificates) in BBT's performance hereunder,
irrespective of whether a specification is furnished. This includes, but is not
limited to, compliance with the Occupational and Safety Health Act of 1970 as
amended, the Small Business Investment Act of 1958 as amended, the Hazardous
Material Transportation Acts as amended, the Toxic Substance
3
Control Act as amended, and any applicable state or local law, rule or
regulation affecting safety and health, including applicable "right to know"
laws and regulations. If Material, Services or containers furnished are required
to be constructed, packaged, labeled or registered in a prescribed manner, BBT
shall comply with federal law and regulations and, in addition, with applicable
state or local laws and regulations, including but not limited to compliance
with the Hazard Communication Standard by furnishing applicable Material Safety
Data Sheets and any other required notices to Xxxx Atlantic on or before the
date of delivery of the associated Material, service or container. BBT agrees to
defend, indemnify and hold harmless Xxxx Atlantic for any loss, damage, penalty,
fine, or liability sustained because of BBT's noncompliance.
CONTINGENCY. Neither of the parties shall be held responsible for any delay or
failure in performance hereunder caused by fires, strikes, embargoes,
requirements imposed by Government regulation, civil or military authorities,
acts of God or by the public enemy or other similar causes beyond such party's
control. However, BBT's delay or failure to perform shall not be excused by a
default of any of its subcontractors, suppliers, or Lucent unless such default
arises out of causes beyond the control of BBT and its subcontractor, supplier
and Lucent and without the fault or negligence of any of them, and unless the
supplies or services to be furnished by such subcontractor, supplier or Lucent
are not obtainable from other sources on commercially reasonable terms. If such
contingency occurs, the party injured by the other's inability to perform may
elect to: (a) terminate this Agreement or part thereof as to Material and/or
Services not already received; (b) suspend this Agreement for the duration of
the delaying cause, buy or sell elsewhere Material and/or Services to be bought
or sold hereunder, and deduct from any commitment the quantity bought or sold or
for which commitments have been made elsewhere; or (c) resume performance
hereunder once the delaying cause ceases with an option in the injured party to
extend the period hereunder up to the length of time the contingency endured.
Unless written notice is given within thirty (30) days after such injured party
is apprised of the contingency, (b) shall be deemed selected.
CONTINUING AVAILABILITY. BBT agrees to offer for sale to Xxxx Atlantic, for a
period of five (5) years after the expiration date of this Agreement,
functionally equivalent maintenance, replacement, and repair parts. Such parts
shall be priced at the then current Agreement price, or if no such Agreement
exists, at a price agreed upon by BBT and Xxxx Atlantic. In addition, should BBT
decide, during the Term, to discontinue manufacturing systems of Material BBT
shall give at least one (1) year prior written notice to Xxxx Atlantic of such
manufacture discontinuance. In the event BBT fails to continue to supply
Material and parts or provide advance notification prior to discontinuing
manufacture of Material and BBT is unable to obtain another source of supply
4
for Xxxx Atlantic, then such inability shall be considered noncompliance with
this Section and, in addition to all other rights and remedies at law or in
equity, Xxxx Atlantic may require BBT, without obligation or charge to Xxxx
Atlantic, to provide Xxxx Atlantic with the technical information or any other
rights required so that Xxxx Atlantic can manufacture, have manufactured or
obtain such Material or parts from other sources. The technical information
includes, by example and not by way of limitation: (a)_manufacturing drawings
and specifications of raw materials and components comprising such parts;
(b)_manufacturing drawings and specifications covering special tooling and the
operation thereof; (c)_a detailed list of all commercially available parts and
components purchased by BBT on the open market disclosing the part number, name
and location of the supplier, and price lists for the purchase thereof; and
(d)_one complete copy of the then current source code used in the preparation of
any software licensed or otherwise acquired by Xxxx Atlantic from BBT hereunder.
DEFAULT. Time is of the essence to this Agreement. In the event BBT fails to
deliver the Material and/or complete the performance of Services ordered
hereunder within the time specified or in accordance with agreed upon schedules,
or in the event BBT is in breach or default of any other term, condition or
provision of this Agreement and if such breach or default [******************
*******************************************************], then, in addition to
all other rights and remedies provided hereunder or at law or in equity, Xxxx
Atlantic shall have the right
[*************************************************************************].
ENGINEERING COMPLAINTS. Xxxx Atlantic may issue engineering complaints in
writing to notify BBT of unsatisfactory conditions or performance of Material
which Xxxx Atlantic believes require a change in the design, manufacturing
process or installation and engineering instructions. BBT shall provide a
written acknowledgment to Xxxx Atlantic within ten (10) working days stating
that BBT has received and will act on the complaint. BBT shall provide a written
final report to each engineering complaint within ninety (90) days of receipt of
such complaint. This report shall include a plan for resolving the complaint and
an estimated schedule for implementing the plan. To the extent not inconsistent
with this Agreement, BBT agrees to administer engineering complaints in
accordance with Bellcore Technical Reference XX-XXX-000000, Xxxxxxxxxx for
Engineering Complaints and Operational Trouble Reports. Nothing herein shall
obviate BBT's obligations under the Sections titled "PRODUCT CHANGES" and
"WARRANTY."
ENTIRE AGREEMENT. This Agreement shall incorporate the provisions of Xxxx
Atlantic's orders as required by this Agreement and issued pursuant to
5
this Agreement. This Agreement, supplemented by such provisions, shall
constitute the entire agreement between Xxxx Atlantic and BBT with regard to the
subject matter hereof, shall supersede all prior quotations, communications,
understandings and agreements between Xxxx Atlantic and BBT with regard to the
subject matter hereof, and shall not be modified or amended except by a writing
signed by the party against whom the modification or amendment is to be
enforced. Printed provisions on the reverse side of Xxxx Atlantic's written
orders and all provisions on BBT's written and electronic forms shall be deemed
deleted. It is further agreed that Xxxx Atlantic Network Services, Inc. or its
authorized assignee shall be the only Xxxx Atlantic party to this Agreement with
the authority to modify or amend this Agreement pursuant to this Section "ENTIRE
AGREEMENT", provided that Xxxx Atlantic, as noted in the Section "ORDERS", can
agree with BBT pursuant to this Section "ENTIRE AGREEMENT" to modify or amend
the terms and conditions of this Agreement with respect to a particular order
issued by such Xxxx Atlantic.
FREIGHT CLASSIFICATION. BBT is obligated to show on their xxxx of lading the
proper description and piece count of articles shipped, according to the noun
description shown in the National Motor Freight Classification Tariff, e.g., "15
cartons on 1 pallet," and to conform to rules and regulations as set forth in
the carrier's classifications.
GOVERNMENT CONTRACT PROVISIONS. Orders placed hereunder containing a notation
that the Material or Services are intended for use under Government Contracts
shall be subject to the then current Government Provisions referenced thereon or
in attachments thereto.
GOVERNMENT REQUIREMENTS. Appendix C, "GOVERNMENT REQUIREMENTS", shall form a
part of this Agreement and any amendment hereto.
HARDWARE PREPAYMENT. BBT will apply [*************************************
*******************************************************] made under BC09557 as a
prepayment for hardware purchases under this Agreement. BBT will draw down from
this prepayment an amount equal to the invoiced amount of hardware ordered by
Xxxx Atlantic and apply such amounts to Xxxx Atlantic's invoices for accepted
hardware until the
[******************************************************************************
*******************************************************************************
*******************************************************************************
*************************************].
6
HAZARDOUS MATERIALS COMPLIANCE PROVISION. BBT represents and warrants that all
products and Material provided hereunder will be packaged, labeled, handled and
shipped in accordance with all applicable federal, state, county and local laws,
rules, regulations, orders and other lawfully mandated requirements. This
obligation shall include but not be limited to compliance with the following:
a) all product labeling and other requirements imposed by the New
Jersey Worker and Community Right-to-Know Act, N.J.S.A. 34:5A-1,
et. seq., and all regulations adopted pursuant thereto;
b) all product labeling and other requirements imposed by the
Occupational Safety and Health Act of 1970 (OSHA), as amended,
and all regulations adopted pursuant thereto, including the
Hazard Communication Standard regulations;
c) all requirements of the Hazardous Material Transportation Act,
the Toxic Substance Control Act, as amended, the Federal
Insecticide, Fungicide and Rodenticide Act (FIFRA) and the New
Jersey Pesticide Control Code (N.J.A.C. 7:30).
If required, every container must bear a label indicating the following:
a) name of the product;
b) chemical name and Chemical Abstracts Service (CAS) number of
the five (5) most predominant substances in a container, whether
they are hazardous or non-hazardous;
c) chemical name and CAS number for all hazardous substances
constituting greater than one percent (1%) of the product (or
greater than 0.1% for carcinogens, mutagens, and teratogens);
d) appropriate hazard warnings; and,
e) the name and address of the manufacturer, importer, or other
responsible party.
The label must be a sign, emblem or sticker of durable nature affixed to or
stenciled onto every individual item package. Labels must be in English, easy to
read, not obscured, and prominently displayed on every individual item package.
7
In addition, BBT agrees to furnish Xxxx Atlantic on or before the date of
delivery of Material, and thereafter upon request of Xxxx Atlantic, a copy of
the applicable Material Safety Data Sheet(s) (MSDS) for all Material provided
hereunder, in accordance with the OSHA requirements cited above. In the event of
any change in the composition of the Material during the course of the
Agreement, BBT shall provide Xxxx Atlantic an updated MSDS and BBT must update
the product label accordingly.
BBT agrees to defend, indemnify and hold harmless Xxxx Atlantic for any loss,
damage, penalty, fine or liability (including any reasonable costs and
attorney's fees) sustained because of BBT's noncompliance with the foregoing.
IMPLEADER. BBT agrees that it will not implead or bring any action against Xxxx
Atlantic or Xxxx Atlantic's customers or the employees of either: (i) based on
any claim by any person for personal injury or death that occurs in the course
or scope of employment of such person by Xxxx Atlantic or Xxxx Atlantic's
customers and that arises out of Material or Services furnished under this
Agreement, or (ii) arising from or relating to BBT's contract with Lucent.
INDEPENDENT CONTRACTOR STATUS. In carrying out the provisions of this Agreement,
BBT is and shall be deemed to be for all purposes, an independent contractor.
BBT shall select its employees, agents and subcontractors, if any, and such
employees, agents, and subcontractors shall be under the exclusive and complete
supervision and control of BBT, not Xxxx Atlantic. BBT hereby acknowledges
responsibility for full payment of wages and other compensation to all
employees, agents, and subcontractors engaged by it in the performance of
Services under this Agreement, and for full compliance with all laws, rules and
regulations involving, but not limited to, employment of labor, hours of labor,
working conditions, and payment of taxes, such as unemployment, social security
and a new payroll after taxes, including applicable contributions from its
employees, agents, and subcontractors required by law. It is the expressed
intent of this Agreement that the relationship of BBT to Xxxx Atlantic shall be
solely that of independent contractor and not that of a joint venture,
partnership, or any other joint relationship.
INFRINGEMENT. The following terms apply to any infringement or claim of
infringement of any U.S. patent, trademark, copyright, trade secret or other
proprietary interest based on the manufacture, use or sale of any Material,
Services or equipment furnished to Xxxx Atlantic under this Agreement or in
contemplation of this Agreement. BBT shall defend, indemnify and hold harmless
Xxxx Atlantic and Xxxx Atlantic's customers for any loss, damage, expense or
liability that may result by reason of any such infringement or
8
claim, except where such infringement or claim arises solely from BBT's
adherence to Xxxx Atlantic's written instructions or directions which involve
the use of merchandise or items other than (1) commercial merchandise which is
available on the open market or is the same as such merchandise, or (2) items of
BBT's origin, design or selection; and Xxxx Atlantic shall so indemnify BBT in
such excepted cases. Each party shall defend or settle at its own expense, any
action or suit against the other for which it is responsible under this Section.
Each party shall notify the other promptly of any claim of infringement for
which the other is responsible, and shall cooperate with the other in every
reasonable way to facilitate defense of any such claim. Should any of the
Material, Services or equipment furnished to Xxxx Atlantic hereunder or in
orders placed hereunder, or in the operation hereof, become the subject of a
claim of any infringement of a patent, trademark, copyright, trade secret, or
other proprietary interest, BBT shall, at its expense, and at BBT's option,
either (i) procure for Xxxx Atlantic the right to continue using the Material,
Services or equipment, or (ii) replace or modify the same so that they become
non-infringing. If Seller's good faith effort to accomplish (i) or (ii) fails,
then Seller will refund to Xxxx Atlantic the full purchase price of the
infringing items.
INSIGNIA. Upon Xxxx Atlantic's written request certain of Xxxx Atlantic's
trademarks, trade names, insignia, symbols, decorative designs, or evidences of
Xxxx Atlantic's inspection (hereafter "Insignia"), will be properly affixed by
BBT to the Material furnished. Such Insignia will not be affixed, used or
otherwise displayed on the Material furnished or in connection therewith without
Xxxx Atlantic's written approval. The manner in which such Insignia will be
affixed must be approved in writing by Xxxx Atlantic. Material rejected or not
purchased by Xxxx Atlantic which utilized such Insignia shall have all such
Insignia removed prior to any sale, use or disposition thereof. BBT agrees to
indemnify and hold Xxxx Atlantic harmless from any claim, loss or damage arising
out of BBT's failure to do so. This Section shall in no way modify provisions
relating to the Section "BUYER'S INFORMATION".
INSPECTION. Unless Xxxx Atlantic gives BBT written notice to the contrary, BBT
shall notify Xxxx Atlantic or Xxxx Atlantic's agent when the Material is ready
for inspection and Xxxx Atlantic or Xxxx Atlantic's agent shall be given
reasonable opportunity to inspect the Material at any time prior to shipment
under Quality Program Specifications listed in Appendix D. Inspection or failure
to inspect on any occasion shall not affect Xxxx Atlantic's rights under the
Section "WARRANTY" or other provisions of this Agreement. BBT shall make
available at no additional cost to Xxxx Atlantic, such production testing
facilities, labor, data, specifications, procedures and such other documents,
and assistance as necessary for Xxxx Atlantic or Xxxx Atlantic's agent to
perform inspection. In addition, BBT shall make available to Xxxx Atlantic or
Xxxx Atlantic's agent, at no additional cost, data obtained through BBT's normal
9
routines which show results of BBT's inspection, tests and audits of Material as
specified in the Quality Program Specifications. Such data shall be sufficient
to demonstrate that the Material meets all quality and reliability requirements.
INVOICING FOR STOCKS. If Xxxx Atlantic requests, for reasons other than covered
by the Section "CONTINGENCY", that shipment be postponed beyond the date shown
on an order, BBT may invoice Xxxx Atlantic as of the original scheduled delivery
date for Material manufactured hereunder, if it has been inspected and approved
by Xxxx Atlantic or Xxxx Atlantic's Agent (provided inspection has been
specified).
LATE DELIVERY. If BBT does not deliver any Material [********************
*************] set forth in the applicable order, then, provided that such
delay is not attributable to the fault of Xxxx Atlantic, its employees or
agents (who are not also agents of BBT), or to reasons excused under the
Section titled "Contingency," Xxxx Atlantic may take any or all of the
following actions without prejudice to any other remedies available to it
at law, in equity or under this Agreement (i.e., default):
[******************************************************************************
*******************************************************************************
*******************************************************************************
*******************************************************************************
***************************************************************], per
order, shall not exceed the price of the Material not delivered.
LIABILITY, INSURANCE, INDEMNITY. BBT agrees to indemnify and save Xxxx Atlantic
harmless from any liabilities, claims, or demands (including the costs, expenses
and reasonable attorney's fees on account thereof) that may be made: (1) by any
third person for injuries, including death to persons or damage to property,
including theft, resulting from BBT's negligent or otherwise wrongful acts or
omissions, or those of persons furnished by BBT hereunder; (2) by any third
person for injuries, including death to persons or damage to property, caused by
any Material supplied by BBT hereunder in a defective or unreasonably dangerous
condition; or (3) under Worker's Compensation, or similar employer-employee
liability acts, against Xxxx Atlantic by persons provided by BBT. BBT agrees to
defend Xxxx Atlantic at Xxxx Atlantic's request, against any such liability,
claim or demand. The foregoing indemnification shall apply whether BBT or Xxxx
Atlantic defends such suit or claims. The parties agree to cooperate in the
defense or settlement of concurrent or joint claims, to use their best efforts
to agree privately on the
10
sharing of fault and the defense of claims, and, if necessary, to litigate the
issue of comparative fault and/or contribution in a tribunal or proceeding
independent of claimant. BBT's liability for indemnification shall be based on
the comparative fault of BBT compared to other persons, including Xxxx Atlantic.
Neither party shall be bound by a settlement made by the other to which it has
not consented. Xxxx Atlantic agrees to notify BBT promptly of any written claims
or demands against Xxxx Atlantic for which BBT is responsible hereunder. BBT
shall maintain, during the term thereof, all insurance and/or bonds required by
law, including but not limited to:
(1) Commercial General Liability Insurance, on an Occurrence Basis,
including, but not limited to (premises-operations, broad form
property damage, products/completed operations, contractual
liability, independent contractors, personal injury) with limits of
at least $500,000 combined single limit for each occurrence.
(2) Automobile Liability, Comprehensive Form, with limits
of at least $500,000 combined single limit for each
occurrence.
(3) Excess Liability, with limits of at least $1,000,000 combined single
limit for each occurrence.
(4) Workers' Compensation Insurance as required by Statute and
Employers Liability Insurance with limits of not less than
$100,000 per occurrence.
(5) Professional Liability, Errors and Omissions, with limits of not less
than $1,000,000 per occurrence.
BBT agrees that BBT, BBT's insurer(s) and anyone claiming by, through, under or
in behalf of BBT shall have no claim, right of action or right of subrogation
against Xxxx Atlantic or Xxxx Atlantic's customers based on any loss or
liability insurable under the foregoing insurance. BBT shall be prepared, prior
to the start of work, to furnish certificates or adequate proof of the foregoing
insurance. BBT shall also require its subcontractors, if any, who may enter upon
Xxxx Atlantic premises to maintain similar insurance and to agree to furnish
Xxxx Atlantic, if requested, certificates or adequate proof of such insurance.
Certificates furnished by BBT or its subcontractors shall contain a clause
stating that "Xxxx Atlantic is to be notified in writing at least thirty (30)
days prior to cancellation of, or any material change in, the policy." BBT shall
maintain insurance, as required by this Agreement, through insurance carriers
which have and maintain an A.M. Best rating of B+VII or greater. Xxxx Atlantic
and its Parent and Affiliates shall be named as an
17
additional insured to the insurance policies required under this Agreement and
this shall be so evidenced upon the Certificate(s) of Insurance.
LICENSES. No licenses, express or implied, under any patents are granted by
Xxxx Atlantic to the BBT under this Agreement.
LIMITATION OF CERTAIN DAMAGES.
(a) Except with respect to BBT's indemnification obligations, Neither party
shall be liable for incidental, consequential or special damages.
(b) BBT's liability for [*****************] under the Section "LATE DELIVERY" of
this Agreement shall be limited to
[***************************************************** ***********************].
MARKING. BBT shall xxxx all Material furnished hereunder for identification
purposes as follows:
(a) Model/part number and serial number, if applicable
(b) Month and year of manufacture
(c) Identification codes specified in Xxxx Communications Research
Practices:
- TR-TAP-000485, Issue 1, April 1987, entitled "Common
Language CLEI Code Assignment and Equipment Marking
Requirements"
- TR-TAP-000383, Issue 4, July 1989, entitled "Generic
Requirements for Common Language Bar Code Labels"
- TR-ISD-000325, Issue 1, September 1986, entitled
"EQUIPMENT INFORMATION Required from Suppliers for
Operations Systems"
(d) Containers of Material shall be marked in accordance
with the requirements set forth in SR-NWT-2759, Issue
3, January, 1995, entitled "A View of Packaging,
Packing, Palletization and Marking Requirements".
(e) If applicable, BBT shall show the SSI# (nine digit
number for the Material) on all preliminary and final
packaging, packing slip, and invoices. The SSI# shall
be shown directly above the identification marking in
the same size print.
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(f) Other identification which might be requested by Xxxx Atlantic.
MONTHLY ORDER REPORTS. BBT will provide to Xxxx Atlantic by the tenth day of
each month a report of Xxxx Atlantic's purchasing activity hereunder. The format
of this report shall be mutually agreed upon by both parties. To the extent
information is available to BBT from Xxxx Atlantic's purchase orders, BBT's
report will identify at a minimum: (i) the ship to location (state or district),
(ii) Xxxx Atlantic's Job or TEO number, (iii) company placing order, (iv) order
date, (v) agreed to ship date, (vi) actual ship date, for completed orders,
(vii) quantity of Material ordered/shipped ( plug-ins, hardware, misc.), and
(viii) dollar value for each order.
M/WBE EXPENDITURE QUARTERLY REPORTS. Xxxx Atlantic has established a
subcontracting plan to encourage the use of minority (MBE), women-owned (WBE)
and protected class (PC) subcontractors utilized by BBT. For this purpose, BBT
shall provide quarterly reports to Xxxx Atlantic of expenditures with MBE/WBE/PC
subcontractors. BBT agrees to complete Xxxx Atlantic's MBE/WBE/PC Summary
Subcontract Report, attached hereto as Appendix E, and send to: Xxxx Atlantic
Network Services, Inc., ATTN: M/WBE Subcontracting Administrator, Two Xxxx
Atlantic Plaza, 0000 Xxxxx Xxxxx Xxxxx Xxxx, 0xx Xxxxx, Xxxxxxxxx, Xxxxxxxx
00000.
NONEXCLUSIVE MARKET RIGHTS. It is expressly understood and agreed that this
Agreement does not grant to BBT an exclusive privilege to sell or otherwise
provide Xxxx Atlantic any or all products or Services of the type described in
this Agreement. It is, therefore, understood that Xxxx Atlantic may contract
with other manufacturers and suppliers for the procurement of comparable items.
Xxxx Atlantic shall determine, at its own discretion, the extent to which Xxxx
Atlantic will market, advertise, promote, support or otherwise assist in further
offerings of the Material. BBT agrees that purchases by Xxxx Atlantic under this
Agreement shall not require Xxxx Atlantic to continue any level of such
purchases. Xxxx Atlantic assumes no liability for Material produced, processed,
rendered or shipped in excess of the amount specified in this Agreement or in an
order issued pursuant to this Agreement. Estimates or forecasts furnished by
Xxxx Atlantic shall not constitute commitments.
NON-WAIVER. Xxxx Atlantic's failure at any time to enforce any of the provisions
of this Agreement or any right or remedy available hereunder or at law or
equity, or to exercise any option herein provided will in no way be construed to
be a waiver of such provisions, rights, remedies or options or in any way to
affect the validity of this Agreement. The exercise by Xxxx Atlantic of any
rights, remedies or options provided hereunder or at law or equity shallnot
preclude or prejudice the exercising thereafter of the same or any other rights,
remedies or options.
NOTICES. Any notices or demand which under the terms of this Agreement
or under any statute must or may be given or made by BBT or Xxxx
Atlantic shall be in writing and shall be given or made by facsimile
or similar communication or by certified or registered mail addressed
to the respective parties as follows:
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To Xxxx Atlantic: Xxxx Atlantic Network Services, Inc.
ATTN: Director of Purchasing -
Switching/Public & Operator Services/Network
Transport
0000 X. Xxxxx Xxxxx Xxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
To BBT: BroadBand Technologies, Inc.
Attn: Xx. Xxx Xxxxxx VP & CFO
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000-0000
Such notice or demand shall be deemed to have been given or made when sent by
facsimile or other communication or when deposited, postage prepaid in the U.S.
mail. The above addresses may be changed at any time by giving thirty (30) days
prior written notice as provided above.
ORDERS. Orders applying against this Agreement may be sent to BBT by Xxxx
Atlantic and/or any Affiliates. Each order issued under this Agreement shall be
the sole responsibility of the company issuing the order. No company shall be
liable for an order issued by another company. Orders may be issued: (1) in
writing, with delivery by U.S. mail, private delivery service, or hand delivery;
(2) in writing, with delivery by telephone facsimile transmission; or, (3)
electronically, with delivery in a manner to be agreed upon by the ordering
party and BBT. Unless otherwise agreed in writing by the ordering party and BBT,
all of the provisions of this Agreement shall apply to all orders placed for
Material or Services specified herein. BBT shall accept orders on any of the
following bases:
(a) Standard interval orders for Material and/or Services
in accordance with prices and ordering intervals
contained herein, or where such prices do not exist,
then at prices agreed to by Xxxx Atlantic and BBT; or
14
(b) Short interval orders for Material and/or
Services required in less than standard intervals, at
intervals agreed to by the ordering party and BBT.
If, at any time, BBT feels that it does not have sufficient Material forecast
information, BBT may contact Xxxx Atlantic's purchasing organization for
assistance. Material order volumes that significantly exceed any nonbinding
forecast, i.e., more than fifty percent (50%) will be delivered on a schedule to
be agreed upon by the parties prior to placement of the order(s). Orders shall
include: (a) description and quantity of Material and/or Services; (b) requested
delivery and/or completion date; (c) applicable price; (d) location to which the
Material is to be shipped and/or at which Services are to be performed; (e)
location to which invoices shall be rendered for payment.
Orders will be sent to:
BroadBand Technologies, Inc.
Attn: Customer Service
0000 Xxxxxxx Xxxxx Xxxxx
P.O. Box 13737
Research Xxxxxxxx Xxxx, Xxxxx Xxxxxxxx 00000-0000
BBT shall acknowledge receipt of: (1) each written order which is delivered by
U.S. mail, private delivery service, or hand delivery, within two (2) weeks
after it is received; (2) each written order which is delivered by telephone
facsimile transmission, by the next business day after it is received; and, (3)
each electronic order, the same day that it is received. An order shall be
deemed accepted by BBT unless written or electronic notice to the contrary is
received by Xxxx Atlantic from BBT within two (2) weeks from BBT's receipt of
the order. Any changes to an accepted order must be mutually agreed upon and
delineated in a change order referencing the original order.
ORDER DEFERRAL. Xxxx Atlantic will notify BBT of the need to defer or cancel
delivery of any order or portion thereof due to its failure to obtain all
regulatory approvals required to take delivery or deploy such order, and will
thereafter confer with BBT as to possibility of having the Material covered by
such order delivered to another location. Upon such notice being given, BBT will
not ship any Material covered by such order until Xxxx Atlantic instructs it, in
writing, to do so.
PACKING. Material shall be packaged and packed at no additional charge
for shipment in suitable boxes, reels, or bundles, pieces or coils,
etc., which will provide protection against damage during domestic
shipment, handling, and
15
storage in reasonably dry, unheated quarters. Corrugated shipping containers
shall comply with requirements of Rule 41 of the uniform freight classification.
Containers of any type that are too heavy or too large to be palletized shall be
skidded to facilitate fork truck and/or mechanical handling. In addition, all
electronic plug-ins shipped separately from their associated frames or mountings
must be packaged at no additional charge using electrostatic shielded packaging.
Electrostatic shielded packaging is defined herein as packaging that meet the
applicable requirements for "Electrostatic Shielding Type" packaging as
prescribed in Electronic Industries Association (EIA) Interim Standard IS-5-A
("Packaging Material Standards for ESD Sensitive Items) dated November, 1985.
PAYMENT. Invoices shall be paid in accordance with the terms stated in this
Agreement unless payment terms more favorable to Xxxx Atlantic appear on BBT's
invoice and Xxxx Atlantic elects to pay on such terms. Absent such selection by
Xxxx Atlantic, all Material ordered hereunder shall be paid for within thirty
(30) days after Xxxx Atlantic's receipt of BBT's invoice for such Material. If
prepayment of transportation charges is authorized, BBT shall include the
transportation charges from the FOB point to the destination as a separate item
on BBT's invoice.
PLANT AND WORK RULES. BBT's employees and agents and those of Xxxx Atlantic,
shall, while on the premises of the other, comply with all plant and work rules
and regulations, including, where required by Government Regulations submission
of satisfactory clearance from the U.S. Department of Defense and other federal
authorities concerned.
PRODUCT CHANGES. BBT agrees to perform and administer all "Product Changes" in
accordance with Xxxx Communications Research Technical Reference No.
GR-209-CORE, entitled "Generic Requirements for Product Change Notices." BBT may
make changes to Material, or modify drawings, or manufacturing specifications
provided the changes or modifications do not have an impact on performance,
reliability, form, fit, or function. BBT shall maintain written records of all
such changes, and make these records available for Xxxx Atlantic's review upon
request. For such changes or modifications which do have an impact on
performance, reliability, form, fit, or function, BBT shall identify each such
change or modification in accordance with classifications contained in the above
referenced Technical Reference. In addition, BBT shall submit one copy of the
Product Change Notification (PCN) for each such change or modification to Xxxx
Atlantic's PCN Coordinator at least thirty (30) days prior to the proposed
effective date of such change or modification. All PCN's shall be sent via
facsimile or through the U.S. mail to Xxxx Atlantic at the following address:
16
Xxxx Atlantic Network Services, Inc.
Transport Maintenance Specialist
Shawan and Xxxx Xxxxx, #000
Xxxxxxxxxxxx, XX 00000
Facsimile No. (000) 000-0000
Xxxx Atlantic may reject any Material offered by BBT which has been changed or
modified in a manner unacceptable to Xxxx Atlantic. In the event that any such
change or modification is unacceptable to Xxxx Atlantic's PCN Coordinator, Xxxx
Atlantic shall so advise BBT within (30) days of receipt of BBT's PCN. If Xxxx
Atlantic's PCN Coordinator has not notified BBT that the change or modification
is unacceptable within thirty (30) days following receipt of the PCN, BBT shall,
unless instructed to the contrary, forward within the next thirty (30) day
period to each of Xxxx Atlantic's Field Maintenance Engineering Organizations a
copy of the PCN. Addresses for Xxxx Atlantic's Regional and Field Maintenance
Engineering Organizations are shown below:
Xxxx Atlantic - Penn, Inc. Xxxx Atlantic - Penn, Inc.
Manager, Maintenance Engineer Manager, Maint. Engineer
Xxxxxxxxxx Xxxxxx, 0xx Xxxxx 0000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Xxxx Atlantic - Wash. DC, Inc. Xxxx Atlantic - Md, Inc.
Manager, Maintenance/CSPEC Manager, Engr. Svcs.
0000 X Xxxxxx, XX 0 X. Xxxxx Xx. Xxxx.
Xxxxxxxxxx, XX 00000 Baltimore, Md. 21202
Manager, Engineering Support Manager, CSPEC/Mtce.
00 X. Xxxxxxxxx Xxxxxx Xxxxxxxxxxx
Xxxxxxxx, XX 00000 1500 XxxXxxxxx, Xx. 000
Xxxxxxxxxx, X. XX 00000
Xxxx Atlantic - New Jersey, Inc.
Manager, Special Projects
Xxx Xxxxxxxxxx Xxxx
00xx Xxxxx
Xxxxxx, XX 00000
17
PUBLICITY. BBT agrees to submit to Xxxx Atlantic all advertising, sales
promotion, press releases and other publicity matters relating to the Material
furnished or the Services performed by BBT under this Agreement wherein Xxxx
Atlantic's names or marks are mentioned or language from which the connection of
said names or marks therewith may be inferred or implied; and BBT further agrees
not to publish or use such advertising, sales promotion, press releases, or
publicity matters without Xxxx Atlantic's prior written approval.
QUALITY AND RELIABILITY SPECIFICATIONS. BBT agrees to abide by and meet the
requirements of the Quality and Reliability related documents listed in Appendix
D, QUALITY AND RELIABILITY SPECIFICATIONS.
QUALITY COMMITMENT. Quality is a process of assuring conformance to each and
every term, condition and specification of the Agreement. BBT agrees that its
commitment to quality and the processes it has in place to fulfill this
commitment with respect to each service and Material provided by BBT are primary
and material requirements of this Agreement. In addition to other rights and
remedy available to Xxxx Atlantic under this Agreement, Xxxx Atlantic reserves
the right to assure, throughout the term of this Agreement, BBT's continued
commitment to quality and BBT agrees to take appropriate steps, as noted by Xxxx
Atlantic, to improve BBT's commitment to quality. BBT will demonstrate
commitment to a Quality Improvement Process by providing:
(a) A published statement of its quality policy signed by an officer of
the company;
(b) An established means of measuring and reporting customer
satisfaction;
(c) A quality training and awareness program;
(d) A continuous Quality Improvement Process;
(e) An established means of monitoring conformance to
requirements for products, Materials and/or Services; and,
(f) An established in-coming Material Quality Inspection Program.
RADIO FREQUENCY ENERGY STANDARDS. Material furnished hereunder shall comply, to
the extent applicable, with the requirements of Subpart J of Part 15 of the
Federal Communications Commission's Rules and Regulations, as may be amended
from time to time, including those Sections concerning
18
the labeling of such Material and the suppression of radio frequency and
electromagnetic radiation to specified levels. Should the Material during use
generate harmful interference to radio communications, BBT shall provide to Xxxx
Atlantic information relating to methods of suppressing such interference. In
the event such interference cannot reasonably be suppressed, BBT shall, at the
option of Xxxx Atlantic, accept return of the Material and refund to Xxxx
Atlantic the price paid for the Material. Nothing herein shall be deemed to
diminish or otherwise limit BBT's obligations under the Section "WARRANTY" of
this Agreement.
RECORDS AND AUDIT. BBT shall maintain complete and accurate records of all
amounts billable to and payments made by Xxxx Atlantic hereunder in accordance
with generally accepted accounting practices. BBT shall retain such records for
a period of three (3) years from the date of final payment for Material or
Services covered by this Agreement. BBT agrees to provide reasonable supporting
documentation concerning any disputed amount of invoice to Xxxx Atlantic within
thirty (30) days after Xxxx Atlantic provides written notification of the
dispute to BBT. Xxxx Atlantic and its authorized agents and representatives
shall have access to such records for purposes of audit during normal business
hours during the term of this Agreement and during the respective periods in
which BBT is required to maintain such records. The correctness of BBT's billing
shall be determined from the results of such audits.
REGISTRATION. When Material furnished under this Agreement may be subject to
Part 68 of the Federal Communications Commission's Rules and Regulations, as may
be amended from time to time, BBT warrants that such Material are registered
under and complies with Part 68 of the Federal Communications Commission's Rules
and Regulations, including, but not limited to, all labeling and customer
instruction requirements. BBT agrees to indemnify and save Xxxx Atlantic
harmless from any liability, claims or demand (including the costs, expenses and
reasonable attorney's fees on account thereof) that may be made because of BBT's
noncompliance with Part 68 of the Federal Communications Commission's Rules and
Regulations. BBT agrees to defend Xxxx Atlantic, at Xxxx Atlantic's request,
against such liability, claim or demand.
REGULATORY. If requested by Xxxx Atlantic, BBT will, to the best of its ability,
provide information and assistance required in the planning, conduct and
research associated with Regulatory matters in connection with the Material
and/or Services provided herein.
19
RELEASE OF CERTAIN CLAIMS.
(a) General Release of Claims. In consideration of BBT's
execution of this Agreement, BBT (including its
directors, officers, employees and/or anyone claiming
through it) hereby releases Xxxx Atlantic (and its
parent, affiliates, subsidiaries, successors, and
assigns) from any claims which may have arisen or may
subsequently arise relating to Contract BCO9557.
(b) Specific Release and Amendment Regarding Shortfall
Liability. In addition to the foregoing, Xxxx Atlantic is and shall
not be obligated to pay BBT any amounts whatsoever under Sections 6
and/or 8 of Contract BCO9557, whether such amounts are claimed to have
accrued as of the effective date of this Agreement or thereafter. To
the extent Section 6 and/or 8 of Contract BCO9557, or any other
provision thereof, is inconsistent with this paragraph, it shall be
deemed amended hereby.
REPAIR PROCEDURES. To facilitate the repair of Material hereunder Xxxx Atlantic
may contact Customer Service, on (000) 000-0000, with any questions that may
arise concerning repair Services, and if required, specify any special packing
of Material which might be necessary to provide adequate in-transit protection
from transportation damage. Xxxx Atlantic shall furnish the following
information with Material returned to BBT for repair: (a) Xxxx Atlantic's name
and complete address; (b) name and telephone number of Xxxx Atlantic's employee
to contact in case of questions about the Material to be repaired; (c) ship to
address for return of repaired Material if different than (a); (d) a complete
list of Material returned; (e) the nature of the defect or failure, if known;
and (f) whether or not returned Material is in warranty, if known. Material
repaired by BBT shall have the repair completion date stenciled or otherwise
identified in a permanent manner at a readily visible location on the Material
and the repaired Material shall be returned with a tag or other papers
describing the repairs which have been made. All invoices originated by BBT for
repair Services must be clearly identified as such, and must contain: (1)_a
reference to Xxxx Atlantic's purchase order or requisition for these repair
Services, (2)_a detailed description of repairs made by BBT and the need
therefore, and (3)_an itemized listing of parts and labor charges, if any.
Replaced parts will, upon request, be available for inspection by or returned to
Xxxx Atlantic. Further, the provisions of the Section "SHIPPING AND BILLING",
other than provisions relating to transportation charges with respect to
Material repaired or replaced, shall apply to BBT's return to Xxxx Atlantic of
repaired Material.
20
REPAIRS NOT COVERED UNDER WARRANTY. In addition to repairs provided for in the
Section "WARRANTY", BBT agrees to provide repair service on all Material ordered
hereunder for a period of ten (10) years after the expiration of this Agreement.
Xxxx Atlantic will return Material to be repaired under this Section to a
location designated by BBT, and unless otherwise agreed upon by BBT and Xxxx
Atlantic, BBT shall ship the repaired Material which meets the specifications
established in the Section "SPECIFICATIONS OR DRAWINGS", within thirty (30) days
of receipt of the defective Material. With the concurrence and scheduling of
Xxxx Atlantic, repair may be made by BBT on site. If Material are returned to
BBT for repair as provided for in this Section, and are determined to be beyond
repair, or repair costs are expected to exceed eighty percent (80%) of the cost
of a replacement, BBT shall so notify Xxxx Atlantic. If requested by Xxxx
Atlantic, BBT will sell to Xxxx Atlantic a replacement at the current Agreement
price or, if no such Agreement exists, at a price agreed upon by BBT and Xxxx
Atlantic. Further, BBT shall, unless otherwise directed by Xxxx Atlantic, return
to Xxxx Atlantic said un-repairable Material with full accountability and at no
cost(s) to Xxxx Atlantic, other than applicable return transportation charges.
If directed by Xxxx Atlantic, BBT shall take all the necessary steps to dispose
of said un-repairable Material, in a manner consistent with all applicable
Federal, State and Local laws and environmental regulations, with full salvage
value rendered to Xxxx Atlantic. All transportation charges associated with the
return of un-repairable Material to Xxxx Atlantic will be borne by Xxxx
Atlantic. Replacement and repaired Material shall be warranted as outlined in
the section "WARRANTY". It is expressly understood and agreed that this
Agreement does not grant BBT any exclusive privilege to repair any or all of the
Material purchased hereunder for which Xxxx Atlantic may require repair; and BBT
and Xxxx Atlantic may contract with others for these Services. In addition, BBT
authorizes Xxxx Atlantic and any qualified repairer with whom Xxxx Atlantic may
contract to perform out of warranty repairs on all Material purchased under this
Agreement. All transportation charges for, and risk of in-transit loss or damage
to, Material returned to BBT for repair under this section will be borne by Xxxx
Atlantic. All transportation charges associated with the return of such repaired
and replacement Material to Xxxx Atlantic will be borne by Xxxx Atlantic.
Charges for repairs under this Section are covered in Appendix A.
RIGHT OF ACCESS. Each party shall normally permit access to the other's
respective facilities in connection with work hereunder. No charge shall be made
for such access. It is agreed that prior notification will be given when access
is required.
SECTION HEADINGS. The headings of the Sections herein are inserted for
convenience only and are not intended to affect the meaning or
interpretation of this Agreement.
21
SELLER'S INFORMATION. No specifications, drawings, sketches, models, samples,
tools, computer programs, technical information or data, written, oral or
otherwise, furnished by BBT to Xxxx Atlantic hereunder or in contemplation
hereof in support of the Material for normal installation, administration,
provisioning and maintenance activities shall be considered by BBT to be
confidential or proprietary.
SEVERABILITY. In the event that any one or more of the provisions contained
herein shall, for any reason, be held to be unenforceable in any respect, such
unenforceability shall not affect any other provision of this Agreement, but
this Agreement shall then be construed as if such unenforceable provision or
provisions never had been contained herein.
SHIPPING AND BILLING. Unless instructed otherwise by Xxxx Atlantic, BBT shall,
for orders placed hereunder: (1) ship orders complete; (2) ship to the
destination designated in the order in accordance with specific shipping
instructions; (3) see that all subordinate documents bear Xxxx Atlantic's order
number; (4) enclose a packing memorandum with each shipment and when more than
one package is shipped, identify the one containing the memorandum; (5)_mark
Xxxx Atlantic's order number on all packages and shipping papers; (6)_render
invoices in duplicate or as otherwise specified, showing order number; (7)
render separate invoices for each shipment or order; (8)_forward bills of lading
and shipping notices with invoices, and (9) invoice Xxxx Atlantic by mailing or
otherwise transmitting invoices, bills, and notices to the billing address on
the order. Routing instructions may be altered by Xxxx Atlantic without a
writing.
SHIPPING INTERVAL. The delivery schedule applicable to each order will be agreed
upon by BBT and Xxxx Atlantic and set forth in such order. For planning
purposes, BBT has indicated that Material can usually be shipped an average of
six (6) weeks after receipt of Xxxx Atlantic's order. BBT agrees not to ship
Material prior to the agreed upon delivery schedule without Xxxx Atlantic's
prior authorization.
SPECIFICATIONS OR DRAWINGS.
(a) The Material covered herein shall be as specified in
the applicable Commercial Specifications (including
drawings) as outlined in Appendix C of agreement
BC13760 between Xxxx Atlantic and Lucent.
(b) In accordance with the notification requirements outlined in the
Section, "PRODUCT CHANGES," BBT shall notify Xxxx Atlantic in writing
thirty
22
(30) days prior to any change to be made in the Material furnished
in accordance with the applicable Commercial Specifications.
(c) In the event that the parties shall fail to reach agreement on any such
change to be made, then in addition to all other rights and remedies at law or
in equity or otherwise, Xxxx Atlantic shall have the right to cancel this
Agreement and any or all purchase orders affected by such change.
STORAGE OF PAID FOR STOCKS. All Material invoiced to Xxxx Atlantic in accordance
with the Section, "INVOICING FOR STOCKS," shall be marked conspicuously as Xxxx
Atlantic's property, and safely stored by BBT separated from any other Material
stocks, and shall be shipped out as ordered by Xxxx Atlantic. BBT's total
liability under this Section is for [*************************] per order. BBT
assumes responsibility for any loss or damage to such Material while stored by
BBT. Seller shall advise in writing of the specific location where Material is
stored and of any subsequent removal of the Material from one building to
another, or from one part of the same building to another and give such advance
notice as may be requested by Xxxx Atlantic. BBT agrees, upon request by Xxxx
Atlantic, to execute and deliver to Xxxx Atlantic a xxxx of sale evidencing
conveyance of such Material, free from liens and encumbrances, together with any
other document such as a bailment agreement, warehouse receipt, lease (on
storage space), mortgage, deed of trust, or surety bond as Xxxx Atlantic may
deem necessary to secure title in such Material as against third parties, all of
which documents shall be in a form acceptable to Xxxx Atlantic.
SUBCONTRACTING. BBT shall not, without Xxxx Atlantic's prior written approval,
subcontract any portion of the work to be performed hereunder. Subassembly work
such as circuit board stuffing or printed circuit board assembly and etching are
not considered subcontracting work under this Section.
SURVIVAL. All obligations hereunder on BBT's part incurred prior to the
cancellation, termination, or expiration of this Agreement or of any order
placed hereunder by Xxxx Atlantic shall survive such cancellation, termination,
or expiration.
TAXES. Xxxx Atlantic shall be liable for and shall reimburse BBT only for the
following tax payments with respect to the transaction under this Agreement:
Federal Manufacturers' and Retailers' Excise taxes, State and Local Sales taxes
and Use taxes, as applicable. Taxes payable by Xxxx Atlantic shall be billed as
separate items on BBT's invoices.
23
TECHNICAL SUPPORT. Xxxx Atlantic shall be entitled to ongoing technical support,
including field service and assistance provided, however, that the availability
or performance of this technical support service shall not be construed as
altering or affecting BBT's obligations as set forth in the Section titled
"WARRANTY" or as elsewhere provided for in this Agreement. BBT's technical
support via telephone as well as field service technical support shall be
provided to Xxxx Atlantic without charge.
TERMINATION OF ORDER. Xxxx Atlantic may [*******************************]
hereunder. Unless otherwise specified herein, Xxxx Atlantic's liability to
BBT with respect to such ******************************************************
*******************************************************************************
or salable to BBT's other customers in process at the date of giving notice of
termination, less any salvage value thereof. [***********************] If
requested, BBT agrees to substantiate such costs with proof satisfactory to
Xxxx Atlantic.
[***********************************************************************].
TESTING. All Material shipped shall receive testing to demonstrate functionality
and quality levels at least equivalent to Material embedded in systems. Testing
and burn-in intervals should be of sufficient duration so that infant mortality
failure rate of Material shipped is no greater than [*******] the predicted
steady-state failure rate. Testing performed should provide verification of
operability as completely as possible with current manufacturing test
capabilities. This should include verification of performance over ranges of
design limits to assure operation in all possible field applications. Testing in
a simulated use environment (test bed) should normally be included as one of the
test steps. Material returned for repair must be tested in a simulated use
environment as part of the repair process. Returned Material which are found to
be operational upon their receipt should be tested under [******************] to
identify thermostatic devices which may have been the cause for return. Return
and repair results data shall be made available to Xxxx Atlantic or Xxxx
Atlantic's agent.
TITLE AND RISK OF LOSS. Title and risk of loss to the Material purchased by the
Xxxx Atlantic under this Agreement shall vest in the Xxxx Atlantic when the
Material has been delivered at the F.O.B. point. If this Agreement calls for
additional Services such as unloading, installation, or the like to be performed
after delivery, BBT shall retain risk of loss and damage to the Material until
the additional Services have been performed. Notwithstanding the above, if BBT
24
is expressly authorized to invoice Xxxx Atlantic for stocks prior to shipment,
title to those stocks shall vest in Xxxx Atlantic upon payment of the invoices.
TRAINING. BBT will support the training program and the arrangements agreed to
by Lucent Technologies, Inc. and Xxxx Atlantic in support of the Material. In
addition, if requested by Xxxx Atlantic: (a) provide instructors and the
necessary instructional material of BBT's standard format to train Xxxx
Atlantic's personnel in the installation, planning and practices, operation,
maintenance, repair and marketing of Material furnished hereunder. These classes
shall be conducted at reasonable intervals at locations agreed upon by BBT and
Xxxx Atlantic and at costs agree upon by both parties; or, at the option of Xxxx
Atlantic, (b) provide Xxxx Atlantic with training modules or manuals and any
necessary assistance, covering those areas of interest outlined in (a) of this
Section, sufficient in detail, format and quantity to allow Xxxx Atlantic to
develop and conduct a training program
TRANSPORTATION. Material ordered by Xxxx Atlantic shall be shipped by BBT,
F.O.B. origin, Durham, North Carolina, Freight Collect, with instruction to the
carrier to forward the original freight xxxx to the Xxxx Atlantic's designated
agent as specified on the Carrier Routing Provisions described in Appendix D.
Deviation from these instructions must be authorized by Xxxx Atlantic's
Transportation Organization. Excess transportation charges resulting from the
BBT's failure to comply with these instructions will be billed back to the BBT.
With respect to Material ordered F.O.B. Origin prepaid, i.e., RPS, BBT agrees to
add freight charges as a separate line item on BBT's invoice for Material, and
further agrees, if requested, to substantiate such charges by providing Xxxx
Atlantic with the original freight xxxx, RPS shipping list or a copy thereof.
WARRANTY. BBT warrants to Xxxx Atlantic that Material furnished will be new,
safe, free from defects in design, material and workmanship. BBT also warrants
that the Material will conform to and perform in accordance with the
specifications and drawings set forth in this Agreement for a period of
[***********************************************]. At the time of delivery such
Material shall be free of any security, interest or other lien or any other
encumbrance whatsoever. Inspection, examination, testing, acceptance, or use of
Material hereunder shall not affect BBT's obligation under this Section
"WARRANTY", and such warranty shall survive inspection, examination, testing,
acceptance, and use. Defective Material will, at Xxxx Atlantic's option either
be returned to BBT for repair or replacement with risk of in-transit loss and
damage borne by Xxxx Atlantic and transportation charges paid by Xxxx Atlantic,
or be repaired or replaced by BBT on site. Unless otherwise agreed upon by BBT
and Xxxx Atlantic, BBT shall complete repairs and ship the
25
repaired Material within thirty (30) days of receipt of defective Material or at
the option of Xxxx Atlantic, ship replacement Material within fifteen (15) days
after verbal notification is given BBT by Xxxx Atlantic. BBT shall bear the risk
of in-transit loss and damage and shall prepay and bear the cost of
transportation charges for shipments to Xxxx Atlantic of repaired or replaced
Material. If requested by Xxxx Atlantic, BBT shall begin on-site repairs within
fifteen (15) days after verbal notification is given BBT by Xxxx Atlantic. BBT's
obligations as set forth in the Section "PRODUCT CHANGES" shall be in addition
to BBT's obligations hereunder. If Material returned to BBT or made available to
BBT on site for repair, as provided for in this Section, is determined to be
beyond repair, BBT shall promptly so notify Xxxx Atlantic and, unless otherwise
agreed to by BBT and Xxxx Atlantic, ship replacement Material without charge
within fifteen (15) days of such notification. Any replacement, repair,
modification, installation or other service performed by BBT shall be warranted
for a period of six (6) months or for the remainder of the unexpired period of
the warranty whichever is longer based upon the date performance of the service
is completed and accepted by Xxxx Atlantic. XXXX ATLANTIC'S SOLE AND EXCLUSIVE
REMEDIES FOR BREACH OF WARRANTY ARE SET FORTH ABOVE IN THIS SECTION, EXCEPT AS
PROVIDED IN THE SECTION LIABILITY, INSURANCE, AND INDEMNITY. THE ABOVE WARRANTY
IS IN LIEU OF ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTIBILITY AND
FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY EXCLUDED.
WORK HEREUNDER. It is understood that visits by BBT's representatives or BBT's
suppliers' representatives for inspection, adjustment or other similar purposes
in connection with Material and/or Services purchased hereunder shall for all
purposes be deemed "work hereunder" and shall be at no charge to Xxxx Atlantic
unless otherwise agreed in writing with Xxxx Atlantic.
26
EXECUTION. Authorized representatives of the Xxxx Atlantic and BBT hereby
execute this Agreement including the additional Appendices attached hereto and
made a part hereof.
XXXX ATLANTIC NETWORK BROADBAND TECHNOLOGIES, INC.
SERVICES, INC.
/s/ Stewart Verge /s/ Xxxxxx X. Xxxxx
(signature) (signature)
Stewart Verge Xxxxxx X. Xxxxx
(printed name) (printed name)
Vice President - Chief Engineer Vice President, Sales & Marketing
------------------------------- ---------------------------------
(title) (title)
July 12, 1996 July 16, 1996
(date) (date)
27
MATERIAL APPENDIX A
PRICING SECTION A
ATTACHED FOR AGREEMENT
BA14494
PAGE 1 OF 1
===========================================================================================================
DESCRIPTION/PRODUCT ID Product ID CLEI Unit Capacity Services
Price Provided:
T-Telephone
V-Video
B-Both
-----------------------------------------------------------------------------------------------------------
HDT Equipment List
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
[**********************] [************] [*****] [***********] [************] Y
-----------------------------------------------------------------------------------------------------------
[**********************] [************] [*****] [***********] [********] Y
-----------------------------------------------------------------------------------------------------------
[**********************] [************] [*****] [***********] [********] Y
-----------------------------------------------------------------------------------------------------------
[****************************] [************] [*****] [***********] [************] Y
-----------------------------------------------------------------------------------------------------------
[***********************] [************] [*****] [***********] [************] Y
-----------------------------------------------------------------------------------------------------------
[***********************] [************] [*****] [***********] [************] Y
-----------------------------------------------------------------------------------------------------------
[***********************] [*******] [*****] [***********] [************] Y
-----------------------------------------------------------------------------------------------------------
[***************]
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Note:
-----------------------------------------------------------------------------------------------------------
The components shall be in accordance with the specifications set forth in Appendix C of the Agreement
between Xxxx Atlantic and Lucent.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
===========================================================================================================
28
APPENDIX A
SECTION B
ATTACHED TO AGREEMENT
BA14494
SECTION B
SERVICES PRICING
1. Warranty Costs -
[***************************]
[***************************]
[************************************************************
************************************************************
************************************************************
************************************************************
************************************************************
************************************************************
************************************************************
************************************************************
************************************************************
*********************]
No Trouble Found -
[****************************************************]
2. Technical Support -
In Warranty - Telephone -
[***********************************************
************************************************************
*****]
On-site -
[************************************************************
*******]
Out of Warranty - Telephone -
[*********************************************
************************************************************
************************************************************
************************************************************
************************************************************
************************************************************
************************************************************
****************************************]
On-site - Hardware and Software:
[************************************************************
**************************************************]
BBT Billable Service Charges
Minimum Charge: [******************************************************]
[************]
Rates: [******************************************]
[**********************************]
Hours: Normal Hours means Monday through Friday 8:00 A.M. to 5:00 P.M. EST.
Out-of-hours means any time on Saturday, Sunday and Holidays and 5:01
P.M. to 7:59 A.M. EST Monday through Friday.
00
XXXXXXXX X
ATTACHED TO AGREEMENT
BA14494
GOVERNMENT REQUIREMENTS
To the extent that this Agreement is subject to them, Seller shall
comply with the applicable provisions of the following Exec. Order No.
11246, Exec. Order No. 11825, Exec. Order No. 15138, Exec. Order Xx.
00000, Xxxx Xxxxx Xx. 00000, Section 503 of the Rehabilitation Act of
1973 as amended by PL93-515 and XX000-000, Xxxxxxx Era Veteran's
Readjustment Assistance Act of 1974, Veteran's Compensation, Education
and Employment Amendments of 1982, and the rules, regulations and
relevant orders of the Secretary of Labor pertaining to the Executive
Orders and Statutes listed above. The following table describes the
causes which are included in the Agreement.
Annual Contract Value Causes
Under $10,000 5
$10,000 - $50,000 1, 2, 3, 5*, 7, 8, 9
$50,000 - $500,000 1, 2, 3**, 4**, 5, 7, 8, 9
Over $500,000 1, 2, 3**, 4**, 5, 6, 7, 8***, 9
1. Equal Employment Opportunity Provisions
In accordance with Executive Order 11246, dated
September 24, 1966 and Subpart 22.8 of Subchapter D
of Chapter 1 at Title 48 of the Code of Federal
Regulations as may be amended from time to time, the
parties incorporate herein by this reference the
regulations and causes required by those provisions
to be made a part of government contracts and
subcontracts.
2. Certification of Non-Segregated Facilities
The Seller certifies that is does not and will not
maintain any facilities it provides for its employees
in a segregated manner, or permit its employees to
perform their services at any location under its
control, where segregated facilities are maintained;
and that it will obtain a similar certification,
prior to the award of any nonexempt subcontract.
3. Certification of Affirmative Action Program
The Seller affirms that it has developed and is
maintaining an Affirmative Action Plan as required by
Subpart 22.8 of Subchapter D of Chapter 1 of Title 48
of the Code of Federal Regulations.
4. Certification of Filing of Employer's Information
Reports
The Seller agrees to file annually on or
before the 31st day of March complete and accurate
reports on Standard Form 100 (EEO-11) or such forms
as may be promulgated in its place.
5. Utilization of Small Business Concerns and Small
Disadvantaged Business Concerns
(a) It is the policy of the United Sates that
small business concerns and small business
concerns owned and controlled by socially
and economically disadvantaged individuals
shall have the maximum practicable
opportunity to participate in performing
contracts let by any Federal agency.
(b) The Seller hereby agrees to carry out this
policy in the awarding of subcontracts to
the fullest extent consistent with efficient
contract performance. The Seller further
agrees to cooperate in any studies or
surveys as may be conducted by the United
States Small Business Administration or the
awarding agency of the United States as may
be necessary to determine the extent of the
Seller's compliance with this clause.
(c) As used in this contract, the term "Small
Business Concern" shall mean a small
business as defined pursuant to section 3 of
the Small Business Act and relevant
regulations promulgated pursuant thereto.
The term "Small Business Concern" owned and
controlled by socially and economically
disadvantaged individuals" shall mean a
small business concern.
* Applies only if this Agreement has further subcontracting opportunities
** Applies only to businesses with 50 or more employees.
*** Seller must also adopt and comply with a small business and small
disadvantaged business subcontracting plan pursuant to Title 448 of the
Code of Federal Regulations.
NOTICE
Not for use as disclosure outside the
East Atlantic Network Services, Inc. and its affiliated companies
without express written authorization of the Purchasing Organization.
30
(1) Which is at least fifty-one percent
(51%) owned by one or more socially
and economically disadvantaged
individuals; or, in the case of any
publicly owned business, at least
fifty-one percent (51%) of the stock
of which is owned by one or more
socially and economically
disadvantaged individuals; and
(2) Whose management and daily business
operations are controlled by one or
more of such individuals. The Seller
shall presume that socially and
economically disadvantaged
individuals include Black Americans,
Hispanic Americans, Native
Americans, Asian-Pacific Americans,
Asian-Indian Americans and other
minorities, or any other individual
found to be disadvantaged by the
Administration pursuant to section
3(a) of the Small Business Act.
(d) Sellers acting in good faith may rely on
written representations by their
subcontractors regarding their status as
either a Small Business Concern or a Small
Business Concern owned and controlled by
socially and economically disadvantaged
individuals.
6. Utilization of Women-Owned Small Businesses
(a) "Woman-owned small businesses," as used in
this clause, means businesses that are at
least 51 percent owned by women who are
United States citizens and who also control
and operate the business. "Control," as used
in this clause, means exercising the power
to make policy decisions. "Operate," as used
in this clause, means being actively
involved in the day-to-day management of the
business.
(b) It is the policy of the United States that
women-owned small businesses shall have the
maximum practicable opportunity to
participate in performing contracts awarded
by any Federal agency.
(c) The Seller agrees to use its best efforts to
give women-owned small businesses the
maximum practicable opportunity to
participate in the subcontracts it awards to
the fullest extent consistent with the
efficient performance of its contract.
7. Affirmative Action for Disabled Veterans and
Veterans of the Vietnam Era. In accordance with
Exec. Order 11701, dated January 24, 1973, and
Subpart 22.13 of Subchapter D at Chapter 1 of Title
48 of the Code of Federal Regulations, as may be
amended from time to time, the parties incorporate
herein by this reference the regulations and
contract clauses required by those provisions to be
made a part of Government contracts and
subcontracts.
8. Affirmative Action for Handicapped Workers
In accordance with Exec. Order 11758, dated January
14, 1974, and Subpart 22.14 of Subchapter D of
Chapter 1 of Title 48 of the Code of Federal
Regulations as may be amended from time to time, the
parties incorporate herein by this reference the
regulations and contract clauses required by those
provisions to be made a part of Government contracts
and subcontracts. reference
9. Employment Reports on Special Disabled Veterans and
Veterans of the Vietnam Era
(a) The Seller agrees to report at least
annually, as required by the Secretary of
Labor, on:
(1) The number of special disabled
veterans and the number of veterans
of the Vietnam era in the work area
of the Seller by job category and
hiring location; and
(2) The total number of new employees
hired during the period covered by
the report, and of that total, the
number of special disabled veterans,
and the number of veterans of the
Vietnam era.
(b) The above items shall be reported by
completing the form entitled "Federal
Contractor Veterans' Em-ployment Report,
VETS-100".
(c) Reports shall be submitted no later than
March 31 to each year.
NOTICE
Not for use as disclosure outside the
East Atlantic Network Services, Inc. and its affiliated companies
without express written authorization of the Purchasing Organization.
31
(d) The employment activity report
required by paragraph (a)(2) of this section
shall reflect total hires during the most
recent 12-month period as of the ending data
selected for the employment profile report
required by paragraph (a) (1) of this
section. The Seller may select an ending
date: (1) As of the end of any pay period
January through March 1st of the year the
report is due, or (2) as of December 31, if
the seller has previous written approval
from the Equal Employment Opportunity
Commission to do so for purposes of
submitting the Employer Information Report
EEO-1 (Standard Form 100).
(e) The count of veterans reported according to
paragraphs (a) above shall be based on
voluntary disclosure. Each Seller subject to
the reporting requirements at 1 U.S.C.
2012(d) shall invite all special disabled
veterans and veterans of the Vietnam Era who
wish to benefit under the affirmative action
program at 38 U.S.C. 2012 to identify
themselves to the Seller. The invitation
shall state that the information is
voluntarily provided, that the information
will be kept confidential, that disclosure
or refusal to provide the information will
not subject the applicant or employee to any
adverse treatment and that the information
will be used only in accordance with the
regulations promulgated under 38 U.S.C.
2012. Nothing in this paragraph (e) shall
preclude an employee from informing the
Seller at a future time of his or her desire
to benefit from this program. Nothing in
this paragraph (e) shall relieve the Seller
from liability from dissemination under 38
U.S.C. 2012.
NOTICE
Not for use as disclosure outside the
East Atlantic Network Services, Inc. and its affiliated companies
without express written authorization of the Purchasing Organization.
32
APPENDIX C
ATTACHED TO AGREEMENT
BA14494
PAGE 1 OF 2
SCHEDULE INTENTIONALLY OMITTED.
00
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XXXXXXXX XX XXXXXXXXX
XX00000
PAGE 2 OF 2
IMPORTANT: SUPPLIERS PLEASE FOLLOW THESE INSTRUCTIONS
o Shipments under 200 lbs. - Use UPS wherever possible and xxxx
PREPAID Transportation costs as a separate item on your
invoice. Note: Each parcel must weight LESS than 70 lbs.
o Shipments under 10,000 lbs. - Select appropriate carrier from
the matrix and ship FOB ORIGIN - FREIGHT COLLECT.
Instruct the carrier to send freight xxxx to:
Xxxx Atlantic
Transportation - Fifth Floor
0000 X. Xxxxx Xxxxx Xxxx
Xxxxxxxxx, XX 00000
- Consolidate all orders shipped to the same consignee on the
same day on ONE Xxxx of Lading.
- Purchase order numbers must be shown in the "Ship To" address
of the Xxxx of Lading.
- Material must be described per the appropriate NMFC description.
- Pallets must be 42" x 42" and stacked no higher than 46" in
overall height.
CONTACT A XXXX ATLANTIC TRANSPORTATION REPRESENTATIVE FOR:
----------------------------------------------------------------------
o Shipments valued in excess of $500,000
o Shipments in excess of 10,000 lbs.
o Full Truckload Shipments
o Premium Transportation Shipments
o Specialty Transportation Shipments
o Expedited Shipments
----------------------------------------------------------------------
ANY QUESTIONS CONCERNING THESE INSTRUCTIONS OR PROBLEMS ARISING FROM THE USE OF
THESE CARRIERS SHOULD BE REFERRED TO OUR TRANSPORTATION ORGANIZATION:
Pennsylvania Tel # 000-000-0000
Delaware Tel # 000-000-0000
New Jersey Tel # 000-000-0000
Maryland Tel # 000-000-0000
Virginia Tel # 000-000-0000
Xxxx Xxxxxxxx Xxx # 000-000-0000
Xxxxxxxxxx, XX Tel # 000-000-0000
Network Services, Inc. Tel # 000-000-0000
NOTICE
o The Shipper is responsible for complying with the guidelines of the
matrix. Deviations from these Routing Provisions must receive authorization from
Xxxx Atlantic's Transportation Organization, be part of the Purchase Order or be
in the existing contract between the Buyer and Seller. Xxxx Atlantic reserves
the right to refuse or reduce reimbursements for freight charges or charge back
to the shipper excess freight charges incurred due to non-compliance with these
instructions and/or matrix.
34
APPENDIX D
ATTACHED TO AGREEMENT
BA14494
QUALITY & RELIABILITY SPECIFICATIONS
TECHNICAL REFERENCES
Number Date Title
TR-TSY-000018 11/85 Bellcore-Standard-100 and Bellcore-issue 1 Standard-200
TR-NWT-000063 09/93 Network Equipment Building System (NEBS) Generic Equipment Equipment
Issue 5 Requirements
TR-NWT-000078 12/91 Generic Physical Design Requirements for Telecommunications Products and
Issue 3 Equipment
TR-NWT-000179 08/93 Quality System Generic Requirements for Software
Issue 2
GR-209-CCRE 08/94 Requirements for Product Change Notices
Issue 1
GR-282-CORE 12/94 Software Reliability and Quality Acceptance Criteria (SRQAC)
Issue 1
TR-NWT-000332 09/92 Reliability Prediction Procedures for Electronic Equipment
Issue 4
TR-NWT-000357 10/93 Component Reliability Assurance Requirements for Telecommunications
Issue 2 Equipment
TR-STS-000383 01/91 Generic Requirements for Common Language Bar Code Labels
Issue 5
TR-NWT-000418 12/92 Generic Reliability Assurance Requirements for Fiber Optic Transport Systems
Issue 2
GR-485-CORE 06/94 Common Language Equipment Coding Processes and Guidelines
Issue 1
TR-NWT-000488 12/91 Reliability Assurance Practices for Optoelectric Devices in Central Central Office
Issue 1 Applications
TR-NWT-000840 12/91 Supplier Support Generic Requirements (SSGR)
Issue 1
TR-NWT-000870 02/91 Electrostatic Discharge Control in the Manufacture of Telecommunications
Issue 1 Equipment
GR-929-CORE 12/94 Reliability and Quality Measurements for Telecommunications Systems (RQMS)
Issue 1
TR-NWT-000930 09/93 Generic Requirements for Hybrid Microcircuits Used in Telecommunications
Issue 2 Equipment
GR-1089-CORE 11/94 ElectroMagnetic Compatibility and Electrical Safety Generic Criteria for Network
Issue 1 Telecommunications Equipment
GR-1252-CORE 05/95 Quality System Generic Requirements for Hardware
Issue 1
GR-1221-CORE 10/94 Generic Reliability Assurance Requirements for Fiber Optic Branching
Issue 1 Components
TR-NWT-001323 11/93 Supplier Data Comprehensive Requirements
Issue 1
GR-1421-CORE 06/95 Generic Requirements for ESD Protective Circuit Pack Containers
Issue 2
35
APPENDIX D
ATTACHED TO AGREEMENT
BA14494
Number Date Title
SR-NWT-2759 01/95 A View of Packaging, Packing, Palletization and Marking Requirements
Issue 3
TECHNICAL ADVISORIES
TA-NWT-000983 12/93 Reliability Assurance Practices for Optoelectric Devices in Loop Applications
Issue 2
QUALITY PROGRAM
SPECIFICATIONS
70.001 11/25/87 Quality Assurance Related Buyer - Supplier Understanding/ Agreements
Issue 3
70.002 11/02/87 Process Quality Audit (General)
Issue 6
70.003 07/16/90 Quality Program Specification for Surveillance Management Process (General)
Issue 1
74.308 12/09/87 Audit/Inspection of Packing
Issue 4
74.310 12/23/87 In-Process Inspection
Issue 5
77.101 09/10/87 Sampling Inspection By Attributes Lot Tolerances Plans (LTPD)
Issue 3
77.105 01/13/89 Skip Lot Inspection
Issue 4
77.204 11/11/87 Bellcore Quality Assurance Surveillance (General)
Issue 3
77.205 09/28/90 Use of Supplier Provided Data in Bellcore Quality Assurance Surveillance
Issue 7 (General)
77.207 02/23/94 Validation of Supplier Provided Data: Statistical Methods (General)
Issue 4
82.040 03/10/86 Transmission Products (General)
Issue 4
82.052 12/05/85 Quality Specifications for Inspection of Wired Equipment
Issue 1
82.061 03/12/85 Quality Program Specification for Repair and return Operations of
Issue 2 Telecommunications Products
85.340 09/05/85 Inspection of Electrical and Mechanical Components, Assemblies and Piece Parts
Issue 4
88.001 12/19/94 Quality Program Specification for Surveillance Management Process (SMP) -
Issue 2 Software (General)
88.010 11/19/91 Quality Program Specification for Software Surveillance (General)
Issue 8
92.039 02/11/87 Fiber Optic Transmission Systems and Electronic Fiber Optic Equipment
Issue 3
92.090 06/28/91 Quality Program Specification for Interoffice Transmission Systems (Equipment)
Issue 3 including Associated and Ancillary Equipment
92.094 01/13/89 Process Quality Audit for Interoffice and Loop Electronics Transmission Systems
Issue 2 (Equipment) Including Associated and Ancillary Equipment
36
APPENDIX D
ATTACHED TO AGREEMENT
BA14494
Number Date Title
94.890 02/12/90 Quality Program Specification for Common Language Equipment Identification
Issue 4 (CLEI) Bar Code Labels
00
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ATTACHED TO AGREEMENT
BA14494
PAGE 1 OF 1
SCHEDULE INTENTIONALLY OMITTED.
38
