EXHIBIT 10.8
AMENDMENT 2 TO
INTERNATIONAL ELECTRONIC COMMERCE PROVIDER AGREEMENT
Dated February 14, 1997
between
Sterling Commerce International, Inc.
and Xxxxxx Infoway Limited
1. Introduction. Sterling Commerce International, Inc. ("Sterling Commerce")
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and Xxxxxx Infoway Limited ("Company"), entered into an International Commerce
Provider Agreement dated February 14, 1997 ("Agreement"), attached as Exhibit A.
Company now desires to obtain the right to use the EC Technology, and to market,
provide, sublicense, install, facilitate, maintain and support the EC Offerings,
within Australia under the same terms and conditions as the Agreement, except as
set forth in this Amendment 2. For good and valuable consideration, including
the payments provided for herein, Sterling Commerce is willing and through its
affiliate, Sterling Commerce (Australia) Pty Limited ("Sterling Australian
Affiliate") to grant Company the rights set forth herein, subject to the
following terms and conditions.
This Amendment 2 applies only to the Territory of Australia and does not alter
or amend Company's or Sterling Commerce's rights and obligations under the
Agreement. Terms defined in the Agreement shall have the same meaning in this
Amendment 2, unless otherwise defined herein.
1.1 Company. Company may assign its rights and obligations under this
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Amendment 2 with respect to Australia (the "Assignment") to an affiliate company
controlled by Company ("Company Australian Affiliate"); provided that the
Company Australian Affiliate shall assume such obligations in writing in a form
reasonably acceptable to Sterling Commerce, and Company shall remain obligated
under the Agreement and such amendment. For purposes of this Amendment 2, the
term "Company" in the Agreement shall mean Company Australian Affiliate, except
as otherwise set forth in this Amendment 2.
1.2 Sterling Commerce. For purposes of this Amendment 2, the term "Sterling
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Commerce in the Agreement shall mean Sterling Australian Affiliate. The
collective reference to Sterling Commerce notwithstanding, Sterling Commerce BV
shall be responsible for those obligations which relate to Company's rights
within India, and Sterling Commerce (Australia) Pty Limited shall be responsible
for those obligations which relate to Company's and Company Australian
Affiliate's within Australia.
1.3 Territory. "Territory" mean Australia.
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1.4 Exclusivity. The exclusivity provisions, including Exclusivity Payments,
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shall apply to this Amendment 2 per this Agreement.
1.5 Australian Terms And Conditions. For purposes of this Amendment 2, the
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numbered provisions set forth in Exhibit B shall supersede and entirely replace
provisions in the Agreement with the same section number.
2. Company Australian Affiliate's Obligations. Following the Assignment,
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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 as *****. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.
Company Australian Affiliate agrees to be bound by the applicable terms and
conditions of this Amendment 2 and the Agreement, and Sterling Commerce shall
have the right to enforce this Amendment 2 directly against Company Australian
Affiliate.
3. Company's Obligations.
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3.1 Warranty. Company represents and warrants to Sterling Commerce that it
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has, and during the term of this Amendment 2 and any additional term, it will
continue to have, the power and authority to control Company Australian
Affiliate's compliance with the applicable terms and conditions of this
Amendment 2 and the Agreement and that it will exercise such control to require
that the Company Australian Affiliate adhere to the terms and conditions of this
Amendment 2 and Agreement in all respects.
3.2 Indemnity. Company shall hold harmless and indemnify Sterling Commerce
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from and against any loss, cost, damage, liability or expense arising out of the
use or access to the EC Offerings or EC Technology by Company Australian
Affiliate. This section will not be construed to limit or exclude any other
claims or remedies which Sterling Commerce or the Sterling Commerce Affiliates
may assert under the Agreement, this Amendment 2, or by law. This Section 3 will
survive termination of the Agreement or of this Amendment 2.
4. Obligations of Both Company and Company Australian Affiliate.
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4.1 Minimum Payments. In addition to the Minimum Payments specified in Exhibit
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F of the Agreement, the Minimum Payments associated with the additional grant
provided under this Amendment 2 shall be as specified in Exhibit C, attached
hereto.
4.2 Fees/Payment. The fees and payment obligations for this additional grant
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shall be as specified in Exhibit D. Company and Company Australian Affiliate
shall jointly and severally liable for any payment obligation incurred by
Company Australian Affiliate pursuant to this Amendment 2. Company shall, in the
first instance, be responsible for making any such payments, and Sterling
Commerce will send all bills, invoices, and other requests for payment to
Company. If Company breaches its payment obligations under this Amendment 2,
Sterling Commerce may immediately assert against either Company or Company
Australian Affiliate, jointly or individually, any claims or remedies that it
may assert under the Agreement, this Amendment 2, or by law, without first
exhausting its remedies against the other.
4.3 Breach by Company or Company Australian Affiliate. Sterling Commerce and
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the Sterling Commerce Affiliates will have the right to assert against the
Company or Company Australian Affiliate for any breach of the provisions of this
Amendment 2 in their respective territories any claims or remedies that Sterling
Commerce or the Sterling Commerce Affiliates may assert under the Agreement,
this Amendment 2, or by law.
5. Sterling Commerce's Rights and Obligations.
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5.1 Performance. Except as otherwise provided herein, Sterling Commerce shall
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be deemed to have fulfilled any obligation under the Agreement or this Amendment
2 with respect to both Company and Company Australian Affiliate ("Company
Parties") when it has performed such obligation with respect to either Company
Party. If either Company Party accepts performance by Sterling Commerce under
the Agreement or this Amendment 2, such acceptance shall constitute acceptance
on behalf of both of the Company Parties.
6. Equipment Required. The equipment required for the performance of Company
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Australian Affiliate obligations under this Amendment 2 shall be as specified in
Exhibit E. Further, such equipment shall be deemed included in the defined term
"Designated CPU" of the Agreement.
7. Obligations Regarding Office Space. Sterling Commerce shall make available
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to Company reasonable office space in Sterling Commerce's regional offices in
Australia, where such space is reasonably available and under leases in which
Sterling Commerce is the sole tenant for such occupied premises. Company shall
pay Sterling Commerce for any direct expenses associated with its occupancy
which exceeds one hundred fifty dollars ($150 USD) a month.
*****
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
8. Implementation Assistance. Sterling Commerce will assist Company (a) to
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develop an implementation schedule and (b) to implement the EC Technology
provided under this Amendment 2. Such schedule shall not exceed twelve (12)
months form the date this Amendment 2 is accepted by both parties.
9. Entire Agreement. This Amendment 2 and its Exhibits constitute the complete
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and entire statement of all terms, conditions and representations of the
agreement between Sterling Commerce and Company with respect to its subject
matter and supersedes all prior agreements, or oral or written, with respect to
the subject matter hereof.
Xxxxxx Infoway (Private) Sterling Commerce
Limited International, Inc.
("Company") ("Sterling Commerce")
By By
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Print Print
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Title Title
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Date Date
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Sterling Commerce (Australia)
Pty Limited
("Sterling Australian Affiliate")
By
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Print
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Title
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Date
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EXHIBIT A
Agreement
EXHIBIT B
STERLING COMMERCE TERMS AND CONDITIONS FOR AUSTRALIA
For purposes of this Amendment 2, the following sections of the Agreement shall
be amended as follows:
A. Section 3.13, add the following paragraphs at the end of this section:
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"If the period of restraint after the expiry of the term or termination of
this Agreement referred to in (i) above is held by a Court of competent
jurisdiction to be unenforceable, it shall be reduced to a period of (a)
nine (9) months, or (b) if the period of restraint in (a) is held by a
Court of competent jurisdiction to be unenforceable, it shall be reduced to
a period of six (6) months, or (c) if the period of restraint in (b) is
held by a court of competent jurisdiction to be unenforceable, it shall be
reduced to a period of three (3) months, or (d) if the period of restraint
in (c) is held by a Court of competent jurisdiction to be unenforceable, it
shall be reduced to a period of one (1) month.
If the period of restraint after the termination of this Agreement pursuant
to a Buy-Out Option referred to in (ii) above is held by a Court of
competent jurisdiction to be unenforceable, it shall be reduced to a period
of (a) two (2) years, or (b) if the period of restraint in (a) is held by a
Court of competent jurisdiction to be unenforceable, it shall be reduced to
a period of one(1) year, or (c) if the period of restraint in (b) is held
by a Court of competent jurisdiction to be unenforceable, it shall be
reduced to a period of nine (9) months, or (d) if the period of restraint
in (c) is held by a Court of competent jurisdiction to be unenforceable, it
shall be reduced to a period of six (6) months, or (e) if the period of
restraint in (d) is held by a Court of competent jurisdiction to be
unenforceable, it shall be reduced to a period of three (3) months, or (f)
if the period of restraint in (e) is held by a Court of competent
jurisdiction to be unenforceable, it shall be reduced to a period of one
(1) month.
If this Section 3.13 or any part of it be held invalid or unenforceable for
any reason, that Section or part will be deemed eliminated or modified to
the extent necessary to make the remainder of this Agreement and that
Section or part enforceable or reasonable, provided that the parties to
this Agreement may negotiate a valid and enforceable provision in
replacement of the invalid or unenforceable provisions."
B. Section 4.7, insert the following text at the end of this section:
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"Notwithstanding the foregoing, Company shall provide all first level
support services, as defined in this Section 4.7, to Company Australian
Affiliate (as defined in Amendment 3 to this Agreement) and its respective
Company Customers with respect to the EC Technology and EC Offerings."
C. Section 5.5, replace the second sentence in its entirety with the following
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text:
"Subject to the above, all amounts payable by Company to STERLING
COMMERCE under this Agreement are exclusive of any shipping and handling
charges, and tax (including, without limitation, any goods and services,
sales or value-added taxes), duties, customs charges, levy or similar
governmental charge that may be assessed by any jurisdiction, whether based
on gross revenue, the delivery, possession or use of the EC Technology, the
EC Products, or the acceptance of any services by Company, the execution or
performance under this Agreement or otherwise."
D. Section 6.5, replace in its entirety with the following text:
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SECTION 6.5: TO THE FULL EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY
PROVIDED IN THIS SECTION 6 AND SECTION 7 BELOW, BUT SUBJECT ALWAYS TO
SECTION 6.6, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND
GUARANTEES WITH RESPECT TO THE EC PRODUCTS, THE EC SUPPORT SERVICES, THE EC
TECHNOLOGY, AND ANY OTHER SERVICES AND PRODUCTS OFFERED OR PERFORMED BY
STERLING COMMERCE OR ANY OF ITS AFFILIATED COMPANIES OR ITS OR THEIR
LICENSORS THAT POSSESS ANY PROPRIETARY INTEREST IN THE EC OFFERINGS OR EC
TECHNOLOGY OR ANY COMPONENT THEREOF (COLLECTIVELY, "THIRD PARTY OWNERS")
UNDER THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM,
PRIOR ORAL OR WRITTEN STATEMENTS BY STERLING COMMERCE, ITS EMPLOYEES OR
REPRESENTATIVES OR BY ANY THIRD PARTY OWNER OR OTHERWISE (INCLUDING, BUT
NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR
PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.
6.6 Mandatory Warranties and Conditions. IF THE EC TECHNOLOGY OR EC
OFFERINGS AND/OR ASSOCIATED DOCUMENTATION PROVIDED ARE SUBJECT TO THE
MANDATORY WARRANTIES AND CONDITIONS OF THE TRADE PRACTICES ACT 1974 (THE
"ACT") OR ANY OTHER APPLICABLE LAW (COLLECTIVELY, THE "LAW"), AND IF THE
LAW PROHIBITS THE EXTENT TO WHICH STERLING COMMERCE AND THE THIRD PARTY
OWNERS CAN EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF THE LAW OR THEIR
LIABILITY FOR BREACH OF THOSE WARRANTIES OR CONDITIONS, THE LIABILITY OF
STERLING COMMERCE AND/OR THE THIRD PARTY OWNERS FOR BREACH OF ANY SUCH
CONDITION OR WARRANTY (OTHER THAN A CONDITION OR WARRANTY IMPLIED BY
SECTION 69 OF THE ACT) WILL BE LIMITED, AT THE OPTION OF STERLING COMMERCE
AND/OR THE THIRD PARTY OWNER, TO (A) IN THE CASE OF GOODS, ANY ONE OR MORE
OF THE FOLLOWING (i) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF
EQUIVALENT GOODS; (ii) THE REPAIR OF THE GOODS; (iii) THE PAYMENT OF THE
COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR (iv) THE
PAYMENT OF THE COST FOR HAVING THE GOODS REPAIRED; OR (B) IN THE CASE OF
SERVICES (i) TO SUPPLY THE SERVICES AGAIN; OR (ii) THE PAYMENT OF THE COST
OF HAVING THE SERVICES SUPPLIED AGAIN.
6.7 Non-exclusion. NOTHING IN SECTIONS 6, 7 AND 8 IS INTENDED TO EXCLUDE,
RESTRICT OR MODIFY THE APPLICATION OF ANY FEDERAL OR STATE LAWS (INCLUDING
THE ACT) THAT MAY LIMIT THE RIGHT OF STERLING COMMERCE, ITS EMPLOYEES AND
REPRESENTATIVES AND/OR THE THIRD PARTY OWNERS TO EXCLUDE, RESTRICT OR
MODIFY THEIR LIABILITY IN THE MANNER SET OUT ABOVE."
E. Section 8.1, replace this section in entirety with the following text:
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"SECTION 8.1: TO THE FULL EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES
WILL STERLING COMMERCE AND/OR THE THIRD PARTY OWNERS BE LIABLE FOR ANY
CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES OR
PROFITS BASED ON CLAIMS OF COMPANY OR COMPANY CUSTOMERS (INCLUDING, BUT NOT
LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE
EC PRODUCTS, THE EC TECHNOLOGY, ANY EC SUPPORT SERVICES OR ANY OTHER
PROVIDED SERVICES HEREUNDER, INTERRUPTION IN USE OR AVAILABILITY OF DATA,
STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS). IN NO EVENT WILL THE
AGGREGATE LIABILITY WHICH STERLING COMMERCE, ITS EMPLOYEES AND
REPRESENTATIVES AND/OR THE THIRD PARTY OWNERS MAY INCUR IN ANY ACTION OR
PROCEEDING EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO STERLING COMMERCE BY
COMPANY FOR THE SPECIFIC EC OFFERING OR ANY OTHER SERVICES PROVIDED
HEREUNDER THAT DIRECTLY CAUSED THE DAMAGE. ANY LIMITATION OF LIABILITY
INCLUDED IN THIS AGREEMENT SHALL NOT APPLY IF THE DAMAGE WAS CAUSED AS A
RESULT OF STERLING COMMERCE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT."
F. Section 10.2, insert the following text after the first sentence:
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"Except for the right to use the Marks granted under this Section 10.2, all
powers granted under section 26 of the Xxxxxxxxxx Xxxxx Xxxxx Xxx 0000 are
expressly excluded."
G. Section 19.1, revise the addresses as follows:
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"If to Sterling Commerce:
Sterling Commerce
0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
XXX
Attn: Xxxxxxx Xxxx
Director, Business Administration
Phone: x000.000.0000
Fax: x000.000.0000
With a copy to:
Sterling Commerce, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
XXX
Attn: Xxxxxx X. Xxxxxx, Esq.
Senior Vice President, Legal
Phone: x000.000.0000
Fax: x000.000.0000
If to Company:
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Attn:
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Phone:
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Fax:
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If to Company Australian Affiliate:
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Attn:
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Phone:
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Fax:
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H. Section 24.1, replace "India" with "Australia"
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I. Exhibit O:
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a. Section A.1, replace "maximum permitted by India law, but not more than
50%, with the "maximum permitted by local law."
b. Section A.3, replace "permitted by law or 50%" with "permitted by local
law".
c. Section A.7, replace "Should at...purchase 49-50%" with "If at such time
as when STERLING COMMERCE has elected to purchase 49-50%, if permitted by
local law".
EXHIBIT C
Minimum Payments
In order for Company and Company Australian Affiliate to retain their entire
granted rights under this Amendment 2, Company Australian Affiliate must make
the following minimum payments to Sterling Commerce ("Minimum Payments"),
pursuant to Section 5.1 of the Agreement and subject to service fees waiver in
Item 3 of Exhibit D of this Amendment 2. Minimum Payments are attributable to
revenues from EC Network Services charges incurred by Company Australian
Affiliate and its respective Subscribers (excluding communication charges):
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Annual Term Initial 6 Months Year End Minimum
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Minimum
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* * * * *
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
EXHIBIT D
Consideration and Payment Terms
for Amendment 3
A. Consideration
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1. EC Technology
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The fee for the rights granted in this Amendment 3, including the right to use
the EC Technology (which shall include COMMERCE:Exchange, MAT Option, Web-
Enabling Option and RTI Option) provided herein for the primary and secondary
systems (mirrored backup), is
* * * * *
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
* * * * *
6. EC Products
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* * * * *
7. EC Support Services
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* * * * *
B. Payment Terms
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1. Payment of the initial license fee for EC Technology under Paragraph 1 shall
be as follows:
* * * * *
In any event, all payments are due and payable on or before June 30, 2000.
2. Except for the first Annual Term, payment of annual maintenance fees for EC
Technology under Paragraph 1 shall be due and payable no less than thirty (30)
days prior to commencement of each applicable Annual Term. Any and all
adjustments in annual maintenance due to purchases of licenses for EC Options to
the EC Technology shall be payable pursuant to Sterling Commerce's then current
payment policies.
3. Payment of amounts under Paragraphs 1 (to the extent of continuing charges)
and 2 shall be due and payable upon the earlier of: (i) within sixty (60) days
after the month in which Company has performed the services for the Subscriber
or (ii) within
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
60 days of invoice of the Subscribers.
4. Payment of amounts under Paragraph 6 for license grants shall be due and
payable within thirty (30) days after the month in which Sterling Commerce has
delivered the software or other products to Company or permitted Company to
deliver such items to the Company Customer. With respect to maintenance
services, amounts due Sterling Commerce shall be due and payable within thirty
(30) days after the month in which such support services term commences for the
Company Customer.
5. Payment of amounts under Paragraph 7 shall be due and payable within
fifteen (15) days of invoice by STERLING COMMERCE unless otherwise agreed to by
STERLING COMMERCE in writing.
EXHIBIT E
EQUIPMENT LIST
COMMERCE:Exchange
(as of 98.3.3 Release)
*A Typical Implementation
June 16, 1999
Rack (Depends on location and Space requirements as Company site)
2 TBD
Electrical/UPS
2 UPS for min 2.5kVA
2 Extended battery for 120 minutes @ full load
2 Dedicated 30 AMP Circuit
Communications
2 Internet Connection
2 Phone lines for support management
4 ISDN and Modems for remote management
(If available in country)
Routers
2 CISCO 3640 series 4 - Slot Modular Multi-protocol Router
2 4-8MB Flash Factory
2 Upgrade, 32MB DRAM
2 Ver. 11.3X+IOS, IP Plus feature set
2 2-Ethernet/2 WAN Card Slot Module
2 WIC Serial Port WAN Interface Card Module
2 WIC ISDN BRI (If available in country.)
2 Male DTE V.35 Cable 10' (depending on country's Telecom)
2 CISCO 2610 series 2 - Slot Modular Multi-protocol router
2 4-8MB Flash Factory
2 Upgrade, 32MB DRAM
2 Ver. 11.3X+IOS, IP Plus feature set
2 WIC 2T 2Serial Port WAN Interface Card Module
2 Male DTE V.35 Cable 10'(Depending on country Telecom)
EDI Server
2 ** 4 x Xeon 450 processor, 1MB L2 Cache
2 512 MB Memory RAID Array Controller
6 18 GB 10k RPM Hard Disk (RAID 50)
2 INTEL Pro 100 PCI
2 Remote Management Card
2 DLT 35/70 External Auto-loader tape drive.
0 Xxxxxxx Xxxxxxxxxx w/autoloader option
2 Support Pack (7X24 4HR)
Operating System
2 MS Windows NT Server V 4.0 (Service Pack 4)
50 MS Windows NT Access License
Firewall Server
2 ** P II Array 350MHz 512K Cache
128 MB Memory
2 Additional 350MHz Processor
6 4.5GB SCSI 7.2K RPM Disk Drives (RAID 5)
2 PERC 2/SC RAID Internal single channel 16MB cache
2 12/24 DDS/3 Internal Xxxx Xxxxx
0 Xxxxxxx Xxxx (0x00 XX)
6 INTEL PRO 100 PCI
2 Remote Management Card
Operating System
2 MS Windows NT Server V 4.0 (Service Pack 4)
WEB Server
2 ** P II Array 450MHz 512K Cache
256 MB Memory
6 4.5GB SCSI 7.2K RPM Disk Drives (RAID 5)
2 PERC 2/SC RAID Internal single channel 16MB cache
1 Support Pack (7X24 4HR)
2 INTEL PRO 100 PCI
Remote Management Card
Networking
4 3COM 12-SuperStack II Dual Speed 500 Xxxxxxxx Xxx
00 00 XxxxX cables, Cat 5
2 10 BaseT crossover cables, Cat 5
RMON/Probe
Support
2 Desktop PC PII 400MHz 512K Cache
64 MB, 6.4+ Gig HD, 1 Intel PRO 100 PCI
2 Nt 4 Workstation for Observer
Server Switch
2 12 Port Autoview PC/Server KVM Switch
10 8 ft PS/2 Cable Kit for Commander Series
1 17IN SVGA Monitor
Mapping and
Transalation Options
2 ** 4 x Xeon 450 processor, XXX X0 Xxxxx
0 XX XX Memory RAID Array Controller
6 18 GB 10k RPM Hard Disk (RAID 50)
2 INTEL Pro 100 PCI
2 Remote Management Card
2 Support Pack (7X24 4HR)
Operating System
2 MS Windows NT Server V 4.0 (Service Pack 4)
20 MS Windows NT Access License
Third pary Software
2 Microsoft SQL server 6.5 (Service Pack 3 or 4)
2 MS Data Access Service Pack 2.0
Web-Enabling and/or
Real Time Integration
Options
2 ** 4 x Xeon 450 processor, 1MB L2 Cache
1 GB MB Memory RAID Array Controller
6 18 GB 10k RPM Hard Disk (RAID 50)
2 INTEL Pro 100 PCI
2 Remote Management Card
2 Support Pack (7X24 4HR)
Operating System
2 MS Windows NT Server V 4.0 (Service Pack 4)
* The above configuration is subject to change in the Technical Requirements
Meeting
** Servers Supported in the implementation: Dell, HP and Compaq
in
