Exhibit 10.15
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.
AT&T MNS and NetSolve CONTRACT SERVICES AGREEMENT
Amendment No. 16
The Contract Services Agreement effective August 1, 1995, between NetSolve,
Incorporated ("NetSolve") and AT&T Corp. ("Contract") as heretofore modified by
Amendments Number 5 and 11.0(collectively the "Agreement") is further amended as
follows effective as of January 1, 2002 ("Amendment No. 16).
Paragraphs 1-4, 7 and 24 are to be deleted in Amendment Number 11.0 and replaced
with the following for purposes of this Amendment No. 16. All paragraphs of
Amendment Number 5 other than 1-4 and 7 remain in effect with respect to any
other amendments to the Contract and this Amendment Number 16 unless any such
paragraphs are specifically deleted or revised in an amendment. Attachments A,
B, H and H-1, and Appendices A and B which are attached to this Amendment 16,
are incorporated herein.
Paragraph 1 - Statement of Work
NetSolve shall provide services ("Services") to AT&T in support of AT&T's
Managed Network Solutions (MNS) Service offering as defined and in accordance
with the "Statement Of Work," (which is comprised of Attachments A, H and H-1,
Appendices A and B to Amendment Number 11.0). Services shall be available to
AT&T in the United States and Canada and, subject to mutual agreement on pricing
and DMOQs, in other countries. Modifications to the Statement of Work may be
requested from time to time by AT&T and any modifications to Attachments A, H,
H-1 or Appendices A and B shall be approved and incorporated into this Amendment
Number 16 upon the written agreement of both parties. The pricing contained
herein shall apply to Services requested or any modification, provided that the
modifications requested do not require the furnishing of more material or labor
by NetSolve or longer times for performance of services. NetSolve shall
immediately notify AT&T's Contract Representative, in writing, of any requested
modification which NetSolve feels will require an increase to the prices
contained in Paragraph 4-Payment for Services, and shall furnish the amount of
such proposed increase in such writing. Following delivery of such notice,
NetSolve shall continue to provide Services without modification but shall not
institute any such modification until the AT&T Contract Representative and
NetSolve agree, in writing, to the appropriate charges.
Paragraph 2 - CONTRACT REPRESENTATIVE
AT&T's MNS Contract Representative is *. AT&T will notify NetSolve in writing if
a new Contract Representative is designated by AT&T. Notice of price changes to
be given hereunder shall be addressed by NetSolve to Mr. *, AT&T, *, Xxxxxx, XX
00000 and Mr. *, AT&T Supplier Management Division, Room 3D151D, 000 Xxxxx
000/000 Xxxxx, Xxxxxxxxxx, XX 00000.
Paragraph 3 - TERM
The effective date of this Amendment Number 16 is January 1, 2002 ("Effective
Date"). AT&T may place Orders with NetSolve under this Amendment Number 16 from
the Effective Date through and including June 30, 2003 (the "Ordering Period").
An Order shall be defined herein as a written order placed by AT&T to NetSolve
subject to termination as set forth in Paragraph 24 and shall not be defined
herein to be orders placed by AT&T's End user customer to AT&T. For purposes of
this Amendment 16, "AT&T End User Customer" or "End user customer" means an AT&T
end user customer to which NetSolve is providing Services pursuant to this
Amendment 16. The Term of this Amendment shall begin on the Effective Date and
shall terminate on February 28, 2004 (the "Expiration Date"). Any other
extensions of this Amendment Number 16 beyond the Expiration Date, or any other
continued work beyond the Expiration Date, shall be pursuant to a written
Agreement signed by both parties.
AT&T/NETSOLVE PROPRIETARY Page 1
Paragraph 4 - PAYMENT FOR SERVICES
A. For services performed by NetSolve under this Amendment Number 16, AT&T will
pay NetSolve a monthly recurring charge for each Router Site. The monthly
recurring charges are set forth in Tables 1 and 2. In addition, AT&T will pay
certain one time, non-recurring charges and Time and Material (T&M) charges as
set forth in Table 1 below. .
B. The following is fixed for the term of this Amendment Number 16:
(i) Prices for the services in Items 1, 2, 3, 7, 8, 9, 10, 11 and 12 of
Table 1, and
(ii) The percentage fees in Item 5.
The following pricing may change during the term of this Amendment Number 16:
(i) Prices for Item 5, as based on the actual manufacturer's invoice or
list price, and/or
(ii) Prices for Items 4 and 6 upon sixty (60) days written notice, only if
NetSolve's suppliers change the underlying prices to NetSolve, in
which case NetSolve shall only change its prices to AT&T by the same
percentage (up or down) as the percentage change from NetSolve's
suppliers to NetSolve.) At the same time NetSolve provides notice of a
price change by NetSolve's supplier(s), NetSolve shall provide
documentation to AT&T describing the underlying cost change and a
calculation, as necessary, to support the price change. If AT&T does
not find an error in the pricing provided by NetSolve within the above
sixty (60) day notice period, the prices for Items 4 and 6 of Table 1
shall be changed effective at the end of the notice period.
Any change to the price per Item 4 (pursuant to the terms above) shall be
applied to new Orders placed by AT&T after AT&T's receipt of NetSolve's notice
of the price change which will be reflected on the Customer Service Order
("CSO").
Any change to the price for Item 6 (pursuant to the terms above) shall be
applied to new Orders placed by AT&T after AT&T's receipt of NetSolve's notice
of the price change, or for existing Orders, the new pricing shall be applied as
of the next annual anniversary of the service start date for each existing
Order. NetSolve shall provide a summary of such prices to AT&T quarterly.
C. NetSolve will issue a credit to AT&T for Services performed in January in an
amount equal to the difference in price per this Amendment Number 16 and the
prior Amendment Number 11.0, such credit to be issued as a lump sum amount for
each applicable item in Table 1. NetSolve will make reasonable efforts to change
the pricing in its system prior to sending invoices for Services provided in
February but if unable to make such changes prior to the billing cutoff for the
February invoice, may also issue a lump sum credit for February. Thereafter,
NetSolve's billing shall reflect the pricing in this Amendment Number 16 on a
per line item basis and NetSolve may submit its billing in electronic form
without also submitting a paper copy.
D. NetSolve will not xxxx AT&T for any charges under Items 2 or 6 of Table 1 for
periods earlier than forty-five (45) days from the invoice date unless the
billing was deferred due to a delay by AT&T or its end user customer in
implementing Services.
AT&T/NetSolve Proprietary Page 2
Table 1
------------------------------------------------------------------------------------------------------------------------------------
NetSolve Service Performed Billing at List Price
------------------------------------------------------------------------------------------------------------------------------------
1. Growth Markets Sales Process activities for
Express and MRS defined in Attachments H and H-1. $* per Proposal (1)
------------------------------------------------------------------------------------------------------------------------------------
2. Router Managed Hub and Non-Hub Sites See Table 2 below.
services as defined in Attachment A
Add $* per site per month for WAN Performance View
Add $* per site per month for dial back-up /(2)/
------------------------------------------------------------------------------------------------------------------------------------
3. Implementation Coordination as defined in
Attachment A $* per Hub or Non-Hub Site installed or moved ($* for international
locations).
------------------------------------------------------------------------------------------------------------------------------------
4. Installation Charge Non-recurring fee per managed Router Site at $*(3) per site per
installation (international quotations will be priced individually upon
request). This charge will also apply when NetSolve coordinates a
domestic installation on AT&T's behalf utilizing AT&T's other vendor(s).
------------------------------------------------------------------------------------------------------------------------------------
5. Equipment procured by NetSolve for AT&T For routers - manufacturer's actual invoice to NetSolve plus *% of
Manufacturer's list price at the time the Order is executed.(4)
For other equipment - *% of manufacturer's list price at time of
order from AT&T when NetSolve's vendor is used
------------------------------------------------------------------------------------------------------------------------------------
6. Customer Premise Equipment Maintenance NetSolve's current List Price (which shall be adjusted at least
quarterly to not exceed the then-current manufacturer's List
Price) at time of receipt of Order from AT&T (subject to annual
adjustment after implementation), less a discount of (i) *% off
of List Price effective January 1, 2002 (ii) *% off of List Price
effective July 1, 2002.(5)(7)
------------------------------------------------------------------------------------------------------------------------------------
7. Implementation Reschedule Fee $* per Router Site Postponed by AT&T or Customer beginning with the
second such postponement for the Router Site.
------------------------------------------------------------------------------------------------------------------------------------
8. Time and Material Activities. Example of $* per Hour (minimum 2 hour charge)
service to be applied to:
All services are subject to a minimum of a two (2) hour T&M charge for
o After Hours Installation (Work scheduled after remote support or a four (4) hour T&M charge for on-site support.
5:00 p.m.)
o Multiple visits to customer site due to
customer non-readiness
o Site visit insisted by customer though problem
resolution is determined and conveyed to be
linked to non-managed customer equipment or due
to fault of a party other than NetSolve or its
subcontractors.
------------------------------------------------------------------------------------------------------------------------------------
9. Performance Reports Reports
Included in charges under Item 2 above.
------------------------------------------------------------------------------------------------------------------------------------
10. Customer Migration Fee per site applicable to Network Size
management center change for non-service related
reasons. (6) 1-6 sites $*
7- sites and above $*
------------------------------------------------------------------------------------------------------------------------------------
AT&T/NetSolve Proprietary Page 3
NetSolve Service Performed Billing at List Price
--------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------ -------------------------------------------------------------------------
11. Tele-Install for customers not desiring an
on-site installation per Item 4 above. $* flat charge per event for up to two hours of support. After two
hours, the charges per Item 8 shall apply, except that no minimum
number of hours will apply and billing will be in 30 minute increments
------------------------------------------------------ -------------------------------------------------------------------------
12. Shipping fees NetSolve will utilize a shipping carrier designated by AT&T, with all
charges billed directly to AT&T by the carrier.
------------------------------------------------------ -------------------------------------------------------------------------
Footnotes to Table 1:
(1) Subject to 100% credit if network is managed by NetSolve (see Paragraph 4
of Attachment H).
(2) This charge for Orders accepted by NetSolve prior to the Effective Date
will be at the amount in effect as of the Effective Date. Monthly DBU test
results/reports shall be provided by NetSolve to all DBU customers by the
later of (i) 120 days after the signature date of this Amendment 16 or (ii)
sixty days following receipt of any information required from AT&T.
(3) Additional charge at Time and Materials rate (see Item 8 in Table 1) for
installations completed outside of 8:00 a.m. to 5:00 p.m. local time Monday
through Friday.
(4) The cost of the equipment will be invoiced as the equipment is received
from the manufacturer. The percentage fee will be invoiced as the equipment
is shipped to the end user customer. NetSolve will provide a monthly report
detailing all inventory held by NetSolve, which has been billed to AT&T and
not yet shipped to the end user customer.
(5) Maintenance services purchased utilizing NetSolve's vendor may be canceled
by AT&T only if the related Services per Item 2 of Table 1 are cancelled
(as allowed in this Amendment 16) or if the AT&T end user customer elects
to utilize its own vendor for such services and any such cancellation shall
require ninety (90) days written notice to NetSolve by AT&T. NetSolve may
not xxxx AT&T for such maintenance services after the later of (i) the end
of the 90 day notice period or (ii) the effective cancellation date for the
related Services per Item 2 of Table 1. Maintenance charges hereunder shall
not predate installation of the applicable equipment by more than thirty
(30) days unless the equipment has already been shipped to the end user
customer and AT&T or the end user customer delay installation for more than
thirty (30) days beyond the requested installation date. In any case where
maintenance predates installation by more than 30 days, NetSolve shall
provide a monthly exception report to AT&T.
(6) This charge will include the creation and delivery of customer-specific
information contained in NetSolve's database in a format to be mutually
agreed upon, thirty (30) minutes of project management or engineering
assistance per site (including any time required for turn-up of management
PVC). Any time in excess of thirty (30) minutes per site on a per-customer
basis will be billed at the rates in Item 8 of Table 1.
(7) Modem Maintenance: NS will xxxx AT&T a monthly maintenance rate of $* per
device for any modem under management by NS, where standard maintenance
coverage is not available from a qualified vendor. This fee will cover all
replacement costs to NetSolve, should the device become defective while
under management.
Table 2
The price to AT&T for the services under Item 2 of Table 1 are set forth
below and are based on the Service Term and number of sites per each
individual Order. No more than one end user customer can be included on a
single Order.
If the aggregate price is less than the amounts in Table 3 in any month,
NetSolve will invoice AT&T a shortfall amount equal to the amount in Table
3 less the actual aggregate amount.
AT&T/NetSolve Proprietary Page 4
All of the sites on each Order shall be installed within the Ramp-Up Period
(defined as one-hundred-eighty (180) days after installation of the first
site on the Order, unless AT&T and NetSolve mutually agree otherwise on a
case by case basis). If all of the sites under an Order are not installed
within the Ramp-Up Period, then NetSolve may xxxx AT&T based on the actual
number of installed sites for that Order. Such price will be utilized only
prospectively (i.e., there will be no adjustments to billing for prior
months). Despite the foregoing, if the failure to meet the Ramp-Up schedule
is due to NetSolve installation delays, then NetSolve shall xxxx AT&T based
on the number of installed sites in the Order until the NetSolve delay is
cured.
If a customer cancels sites, NetSolve may base the pricing on the remaining
number of sites. Provided, however, that if a customer cancels sites, due
to a business downturn, then NetSolve shall not increase the price if the
decrease in the number of sites results in a drop of only one level in
Table 2. Notwithstanding the foregoing, NetSolve may base the pricing on
the remaining number of sites if (i) AT&T has increased its price to the
end user customer or (ii) the decrease results in the number of sites
falling into the first level of Table 2. If a customer adds sites, the
pricing will be the same price as the last Order for that customer.
TABLE 2 - January 1, 2002
---------------------------------------------------------------------------------------------------------
Domestic Add for International
---------------------------------------------------------------------------------------------------------
Number of Sites 12 Months 24 Months 36 Months 12 Months 24 or 36 Months
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
1 - 3 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
4 - 6 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
7 - 25 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
26 - 50 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
51 - 75 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
76 - 100 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
101 - 150 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
151 - 1,500 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
1,501 - 3,000 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
3,001 - 5,000 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
5,001 + $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
TABLE 2 - April 1, 2002
---------------------------------------------------------------------------------------------------------
Domestic Add for International
---------------------------------------------------------------------------------------------------------
Number of Sites 12 Months 24 Months 36 Months 12 Months 24 or 36 Months
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
1 - 3 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
4 - 6 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
7 - 25 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
26 - 50 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
51 - 75 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
76 - 100 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
101 - 150 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
151 - 1,500 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
1,501 - 3,000 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
3,001 - 5,000 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
5,001 + $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
AT&T/NetSolve Proprietary Page 5
TABLE 2 - July 1, 2002
---------------------------------------------------------------------------------------------------------
Domestic Add for International
---------------------------------------------------------------------------------------------------------
Number of Sites 12 Months 24 Months 36 Months 12 Months 24 or 36 Months
---------------------------------------------------------------------------------------------------------
1 - 3 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
4 - 6 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
7 - 25 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
26 - 50 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
51 - 75 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
76 - 100 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
101 - 150 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
151 - 1,500 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
1,501 - 3,000 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
3,001 - 5,000 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
5,001 + $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
TABLE 2 - October 1, 2002
---------------------------------------------------------------------------------------------------------
Domestic Add for International
---------------------------------------------------------------------------------------------------------
Number of Sites 12 Months 24 Months 36 Months 12 Months 24 or 36 Months
---------------------------------------------------------------------------------------------------------
1 - 3 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
4 - 6 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
7 - 25 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
26 - 50 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
51 - 75 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
76 - 100 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
101 - 150 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
151 - 1,500 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
1,501 - 3,000 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
3,001 - 5,000 $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
5,001 + $* $* $* $* $*
---------------------------------------------------------------------------------------------------------
Notes to table 2:
Renewal service terms will be priced at the 36month rate for any renewal of 12
months or more.
Cancellation of Management Fees on Disconnects: NetSolve will cancel the billing
for management services effective two days after receipt of a valid disconnect
order from AT&T for requests that originate directly as a request from the end
user customer to NetSolve or that are identified as a result of the fault
isolation process - i.e., the end user customer has disconnected the managed
device or management circuit. NS will cancel the billing for management services
effective 30 days after receipt of a disconnect MACD from AT&T for all other
disconnect or service termination requests.
AT&T/NetSolve Proprietary Page 6
Table 3
Minimum
Monthly
Month Billing
Feb-02 *
Mar-02 *
Apr-02 *
May-02 *
Jun-02 *
Jul-02 *
Aug-02 *
Sep-02 *
Oct-02 *
Nov-02 *
Dec-02 *
Jan-03 *
Feb-03 *
Mar-03 *
Apr-03 *
May-03 *
Jun-03 *
Until
Ramp-down
(1) The Minimum Monthly Billing in Table 3 will be increased by the aggregate
totals of the Item 2, Table 1 monthly billing amounts of any End User Customer
that AT&T transfers to another network management center other than transfers
made as a result of an end user customer's dissatisfaction with NetSolve's
performance with respect to such customers. Revenue associated with End user
customer sites removed from AT&T as a result of either breach of Paragraph 6
herein or as a result of any right given to NetSolve in Paragraph 6 shall be
immediately deducted from Minimum Monthly Billing.
Paragraph 6 - COMPETITION
For purposes of this Amendment 16 only, Paragraph 6 of the Agreement as amended
by Amendment 5 is replaced by the following:
Paragraph 6 - COMPETITION
A. NetSolve shall not, without prior written authorization by AT&T MNS Business
Management, directly contract with any AT&T End User Customer to provide
substantially the same Services hereunder during the Term of this Amendment 16
and for a period of ninety (90) days thereafter. If NetSolve breaches or
violates the preceding sentence on more than one occasion, AT&T may, in its sole
discretion, immediately terminate this entire Amendment, upon written notice to
NetSolve, and immediately begin a ramp-down period of eight months. NetSolve
may, however, subcontract with an independent third party to provide
substantially the same Services to an AT&T End User Customer up to a maximum
total removal (including any sites obtained by NetSolve as a result of
NetSolve's breach of its duty not to directly contract) from AT&T of 750 End
User Customer Sites if the specific End User Customer opportunity was not
developed as a result of performing Services hereunder and did not involve any
Solicitation by NetSolve. Upon removal of more than 750 such End User Customer
sites as set forth herein, AT&T shall have the right to immediately terminate
this Amendment, upon written notice to NetSolve, and immediately begin a
ramp-down period of eight months. For purposes of this Paragraph 6 of Amendment
16, "AT&T End User Customer" means an end user customer to which NetSolve is
providing Services pursuant to this Amendment 16 and "Solicit" or "Solicitation"
means any contact with a AT&T End User Customer that is not
AT&T/NetSolve Proprietary Page 7
allowed by this Amendment 16 including contact for the purpose of selling
directly to that customer the Services that NetSolve provides to AT&T under this
Amendment 16.
In addition, NetSolve agrees that with respect to the Services provided by
NetSolve under this Amendment 16 that it will not directly contact any End User
Customer or perform any activity with any End User Customer that is not
reasonably necessary in order for NetSolve to perform its responsibilities as
specifically set forth in the Agreement or this Amendment 16, including without
limitation, marketing activities, customer surveys, forums or meetings without
the specific prior written authorization of AT&T's MNS Contract Representative
as set forth in Paragraph 2. In the event that an AT&T End User Customer
contacts NetSolve with respect to the Services for a purpose that is not
reasonably necessary in order for NetSolve to perform its responsibilities as
specifically set forth in the Agreement or this Amendment 16, NetSolve shall
inform such AT&T End User Customer that such contact is not permitted and shall
terminate the contact and report immediately such contact to AT&T's MNS Contract
Representative as set forth in Paragraph 2. NetSolve shall not disclose to End
User Customers or potential customers that NetSolve is a supplier of contract
services to AT&T and shall represent itself to any End User Customer hereunder
as a representative of AT&T.
NetSolve acknowledges and agrees that all customer information derived as a
result of performing Services hereunder is the property of AT&T. NetSolve shall
promptly return all such customer information to AT&T upon termination or
expiration of this Amendment or the transfer of the applicable AT&T End User
Customer from NetSolve whichever is earlier with the exception of (i) Orders and
other business records which NetSolve must retain to support its financial and
tax reporting obligations and customary corporate record-keeping requirements;
and (ii) data contained electronically in NetSolve's databases which NetSolve
will purge in accordance with its standard practices. The applicable data in
item (ii) will be provided to AT&T in accordance with Item 10 of Table 1 of
Paragraph 4. In perpetuity, NetSolve shall not: (1) use any customer information
that it obtains as a result of performing the Services hereunder or the network
designs developed hereunder to compete with AT&T or others; and (2) NetSolve
should not disclose such customer information or network designs to any third
party, employees, agents, subcontractors or suppliers for the purpose of
competing with AT&T or others. Such disclosure shall not be prohibited: (i) if
NetSolve is required in a judicial, administrative or governmental proceeding to
disclose any such information, however, NetSolve shall provide AT&T with prompt
notice of such a requirement so AT&T may seek an appropriate protective order;
or (ii) in connection with a federal or state securities filing, or in any
effort to raise capital or borrow funds from any public or private source
provided NetSolve shall provide AT&T with prompt notice of any disclosure (for
example, in connection with a road show regarding a pending public offering of
securities, NetSolve would inform AT&T in advance of the types of information
NetSolve proposes to disclose such a length and estimated value of any contract
or amendment thereto with AT&T). AT&T may seek an appropriate protective order
if the parties do not reach agreement about the scope and content of any
proposed disclosure.
Paragraph 7 - INVOICING AND PAYMENT
Invoices for recurring monthly charges and maintenance shall be sent monthly in
advance by NetSolve, based on the number of Router Sites installed and
maintained as of the date the invoice was sent. Invoices for equipment purchased
from NetSolve shall be sent when the equipment is shipped by NetSolve to the
Router Site. Invoices for routers will be sent upon receipt by NetSolve of the
equipment. When the implementation of the end-user customer's network is
complete and operational NetSolve will invoice AT&T for the one-time,
non-recurring charges associated with the coordination and installation of
equipment (including the percentage fee for routers in Item 5 of Table 1).
Invoices shall be sent to AT&T at the address shown below, directed to the
personal attention of the person indicated below, or other representative as
designated by AT&T via any method mutually agreed, including electronic
submission of invoices. All undisputed amounts due shall be paid within
forty-five (45) days after AT&T's receipt of the invoice. Notice of any unpaid
disputed amount shall be given by AT&T to NetSolve in writing by AT&T prior to
expiration of the forty-five (45) day payment period. Any charges not paid or
disputed within such sixty (60) days after receipt of the invoice shall be
assessed a late charge of one-percent (1%) per month until paid.
Invoices to be sent to:
AT&T
Attn: *
AT&T/NetSolve Proprietary Page 8
Room 1B06
000 Xx. 000/000
Xxxxxxxxxxx, XX 00000
Paragraph 24 - TERMINATION
Termination of this Amendment Number 16. -
a) In the event NetSolve shall be in breach or default of any of the terms,
conditions or covenants of this Agreement, or this Amendment Number 16, or
in the event AT&T is in breach or default of its payment obligations under
the Agreement, and such breach or default continues unremedied twenty-five
(25) days after receipt of written notice, the non-defaulting party may
terminate any Order(s) (except that if a given breach or default relates to
only one end user customer and does not involve a breach of Paragraph 6
herein, then only the Order(s) for that end user customer may be
terminated) without any charge, obligation or liability. Notwithstanding
the foregoing, AT&T's obligation to pay (i) for Services already received
and accepted by AT&T, and (ii) any properly billed unpaid and undisputed
charges (prior to resolution of the dispute) set forth under Item 10 of
Table 2 of Paragraph 4, shall not be excused. If this Agreement is
terminated by AT&T due to NetSolve's breach or default, AT&T may, at its
discretion, begin a Ramp-Down period, not to exceed twelve (12) months, to
transition existing Router Sites to other management centers without
limitation as to the number of sites transitioned per month. In the event
of such Ramp Down, the pricing shall not change, unless any such price
change is made pursuant to Paragraph 4B.
b.) The Agreement and all Orders under Attachments A and H may be terminated
immediately by AT&T by notice in writing:
i) if NetSolve makes an assignment for the benefit of creditors
(other than solely an assignment of moneys due);
ii) if NetSolve evidences an inability to pay debts as they become
due, unless adequate assurance of such ability to pay is provided
within thirty (30) days of such notice;
iii) if a proceeding is commenced under a provision of the United
States Bankruptcy Code, voluntarily by NetSolve;
(iv) if a proceeding is commenced under a provision of the United
States Bankruptcy Code, involuntarily, against NetSolve, and such
proceeding is not dismissed within thirty (30) days.
c) NetSolve shall provide AT&T with written notice, as soon as it may legally
do so, if NetSolve merges with or is acquired by a competitor of AT&T. AT&T
may terminate this Agreement at any time, without termination liability
immediately by providing notice during the thirty day period following
AT&T's receipt of written notice of the merger/acquisition that it will
terminate this Agreement. If this Agreement is terminated by AT&T under
this Paragraph 24c), AT&T may, at its discretion, begin a Ramp-Down period
of twelve (12) months or less, to transition existing Router Sites to other
management centers without limitation as to the number of sites
transitioned per month. During the first twelve months of the Ramp-Down
period the pricing for each Order shall not change (unless such pricing
change is made pursuant to Paragraph 4B). Pricing for end user customers
still managed by NetSolve after the first twelve months of migration shall
be separately negotiated by the parties.
d) Termination of Individual Orders placed pursuant to this Attachment A-AT&T
may terminate individual Orders for Router Sites without charge, upon 30
days written notice in the event AT&T has received a written notice from
the end user customer that such end user customer: (i) is expanding and
NetSolve is unable to provide the services defined in Attachment A; (ii)
has terminated its services with AT&T due to a business downturn; or (iii)
or has signed up for an AT&T service that NetSolve does not support for
AT&T. The termination of individual Orders pursuant to this Paragraph 24d)
shall not serve to reduce the minimum monthly xxxxxxxx set forth in Table 3
of Paragraph 4 of this Amendment Number 16.
e) In addition to its termination rights under Paragraphs 24a) through 24d)
above, AT&T may cancel all Orders under this Agreement for any reason
(termination for convenience) at any time after the Ordering Period in
accordance with the Ramp-down schedule set forth in this Paragraph 24,
provided that AT&T shall first have
AT&T/NetSolve Proprietary Page 9
provided NetSolve one-hundred-eighty (180) days prior written notice that
it will begin a Ramp-Down. At the end of the notice period, an eight (8)
month Ramp-Down will begin. Each month during the Ramp-Down, AT&T shall
transition no more than 12.5% of the existing sites away from the NetSolve
management center. After the eight (8) month Ramp-Down, Router Sites will
still be managed by NetSolve only upon the mutual agreement of NetSolve and
AT&T. Following receipt of the notice of termination under this Paragraph
24e), NetSolve may reject Orders for new end user customers in its sole
discretion.
f) In the event of expiration or termination of this Agreement, in whole or in
part, wherein all or some portion of the work will be performed by AT&T
itself or elsewhere, NetSolve agrees to provide all reasonable efforts and
full cooperation in the orderly transition of the work to AT&T designated
Network Management centers, provision of reports, data configuration files
and similar customer specific information and media necessary for
continuation of the work transferred, continuation of work at reducing
levels if necessary during a transition period and at reduced levels if
work is transferred in part. Other than the charges in Item 10 of Table 1
of Paragraph 4, there will be no additional charge to AT&T for such
services.
Revisions/Additions to Attachments/Schedules:
1. The Performance Metrics and Credits set forth in Attachment A shall be
retained for purposes of this Amendment including, without limitation,
metric and credit applicable to Network Availability.
The following credits will be reduced by *% effective January 1, 2002;
*% effective April 1, 2002; *% effective July 1, 2002; and *%
effective October 1, 2002:
o Pro-Active Monitoring
o Mean Time to Restore (MTTR) Overall
o Mean Time to Restore (MTTR) With Dispatch
o On Time Installation (First Sites)
o On Time Installation (Overall)
The parties hereto agree that they will negotiate new mutually
agreeable Performance Metrics and Credits within one hundred twenty
(120) days of the effective date of this Amendment to replace or
augment the current Performance Metrics and Credits. Until such time
as the parties reach mutual agreement, the existing Performance
Metrics and Credits shall continue to apply and any failure to reach
such agreement shall not be considered a breach or default under the
Agreement or Amendment 16.
2. Billing DMOQ. Insert the following in Attachment A under NetSolve
Ongoing Responsibilities:
Within ninety (90) days after the Effective Date of this Amendment 16,
NetSolve will provide completions reporting for 100% of all orders via
a mutually agreed format within 24 hours of completion (billing
effective date). Billing notification defects (anything beyond 24
hours of completion) will be flagged in transmission to AT&T for
special attention by AT&T.
3. Service Level Agreement set. Attached hereto as Attachment B is a
preliminary specification for additional SLA reporting which reporting
NetSolve shall implement within 120 days after receipt from AT&T of a
final specification. AT&T and NetSolve will mutually agree upon any
charges for the development of such reporting in the event the scope
of the reporting materially increases beyond that set forth in
Attachment B or if the scope changes after NetSolve's receipt of the
final specification. There shall be no Performance Credits from
NetSolve to AT&T with respect to the SLAs in Attachment B.
4. Reimbursement for DBU Charges Related to Router Mis-configuration.
Within existing Attachment A, under Section titled, Customer
Satisfaction Metrics, insert new sub heading titled: Reimbursement for
AT&T/NetSolve Proprietary Page 10
DBU Charges Related to Router Mis-configuration. In the event AT&T
identifies a possible credit to the end user customer and it is
determined that such credit will be given to the End User Customer as
a result of NetSolve's mis-configuration of a managed router device,
NetSolve will credit to AT&T the underlying ISDN or POTS DBU charges
billed to the end user customer by the ISDN or POTS service provider
within thirty days of AT&T providing NetSolve a copy of the provider's
billing to the end user customer. NetSolve's obligation shall not
apply to the extent the mis-configuration was by AT&T, the end user
customer, or any other third party not controlled by NetSolve.
Further, NetSolve shall be permitted to negotiate a revised billing
with the end user customer's service provider to reduce the billing to
the extent possible. In no event shall NetSolve's credit exceed the
amount actually paid to the provider by the end user customer.
5. Service Executive: Within existing Attachment A, after Section titled,
Strategic Relationship Approach, insert new section titled: Service
Executive.
Both NetSolve and AT&T will provide to the other party a Single
Point of Contact (SPOC) with responsibility for resolving any and
all customer related issues for all Services performed by
NetSolve under this Amendment 16.
6. Equipment Reclamation: Within existing Attachment A, under NetSolve's
Roles and Responsibilities, Section B, create new category labeled as
Disconnect Activities with the following requirement:
o Issues equipment reclamation request to customers with AT&T
provided equipment within 24 hours of any equipment upgrade and
within one week of receipt of any site disconnect MACD or network
termination notice.
ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME
NETSOLVE, INCORPORATED AT&T CORP.
By: Xxxxxx X. Xxxxxx By: Xxxxx Xxxxx, CFSMD
----------------------------------- ----------------------------------
Signature: /s/ Xxxxxx X. Xxxxxx Signature: /s/ Xxxxx Xxxxx
---------------------------- ---------------------------
Title: VP Business Development Title: GROUP PROCUREMENT DIRECTOR
--------------------------------
Date: January 17, 2002 Date: January 17, 2002
-------------------------------- --------------------------------
AT&T/NetSolve Proprietary Page 11
Attachment A
MANAGED NETWORK SOLUTIONS and NETSOLVE
This Attachment A to Amendment Number 16.0 of the Contract Services Agreement,
(the "Agreement") covers Managed Router Solutions ("MRS") that NetSolve shall
provide to AT&T in support of AT&T's Managed Network Solutions ("MNS") offering,
when requested by AT&T and as described herein. This Attachment is an integral
part of the Agreement and shall be governed by the terms of the Agreement. In
the event of any conflict between the terms of this Attachment and the terms of
the Agreement, the terms of this Attachment shall prevail with respect to the
Services provided under this Attachment A.
Responsibilities
NetSolve's support of MRS will occur during pre-sale activities, post-sale
project management, and on-going network management. In each of these
activities, NetSolve will act as a subcontractor of AT&T. In any customer
communication, NetSolve will represent itself as AT&T, not as NetSolve. NetSolve
as a distinct organization will be transparent to the customer. AT&T shall have
the sole and independent responsibility for marketing MRS, including the
determination of customer pricing, and in no event shall NetSolve be permitted
to review or have access to AT&T's offer pricing to end-user Customers,
strategic marketing information, or other competitively sensitive information.
NetSolve shall only receive proposals and reports that are needed to perform
quality services for AT&T in a timely manner.
NETSOLVE'S ROLES AND RESPONSIBILITIES ARE AS FOLLOWS:
A. NetSolve Pre-Sales Responsibilities
o Receive pre-qualification form
o Develop preliminary design of network, router, and DSU/CSU
o Consult with account team and customer
o Finalize overall network design
o Provide monthly report of number of customers and sites designed
o Growth Markets Sales Process activities outlined in Attachment H
and H-1 and similar activities for other quotes as provided for
in this Attachment A
B. NetSolve Post-Sales Responsibilities
Implementation Coordination:
o Overall Project Management of Implementation
o Deliver Project Plan to Customer
o Inform customer of necessary preparations
o Place order for equipment with NetSolve's vendors for equipment
if equipment is contained on the Order
o Place order with NetSolve's equipment maintenance vendors (or
with AT&T's vendors for international locations) if equipment
maintenance is contained on the Order
o Place order with NetSolve's equipment install vendors (or with
AT&T's vendors for international locations) if equipment install
is contained on the Order
Installation Activities:
o Receive, stage, and configure equipment
o Coordinate provisioning activity of transport and equipment
vendors
AT&T/NetSolve Proprietary Page 12
o Verify that network and equipment connectivity and configurations
are supporting customer applications
o Schedule and coordinate test and turn-up activities
o Provide monthly report of installed customers and sites
o Provide installation through NetSolve's vendors (if equipment
installation is contained on the Order) or AT&T's vendors
C. NetSolve On-going Responsibilities
o Pro-actively monitor and manage customer networks 24 X 365
o Receive customer inquiry and trouble calls
o Perform appropriate software upgrades
o Isolate and work with equipment vendor to correct router software
bugs
o Contact with vendors (including AT&T) for trouble resolution
o Contact with customers regarding progress of trouble resolution
o Provide monthly availability report to AT&T Project Managers and
customers
o Maintain documentation of network design
o Provide monthly summary report of customer and sites supported
o Provide the following monthly reports via Global Exchange to
begin following the first full month of service for a site. The
reports listed below require that the end user customer router
support the appropriate Management Information Base (MIB)
Variables. Consult with end user customer regarding reports on a
monthly basis (quarterly for end user customers with fifteen (15)
or fewer sites).
- WAN Interface Utilization
- WAN Interface Traffic Type
- WAN Interface Protocol
- WAN Router Performance
- WAN Interface Utilization Exception
- WAN Interface Traffic Type Exception
- WAN Interface Error Exception
- WAN Frame Relay Exception
- WAN General Device Information
o Proactively manage performance of Customer Network
o Provide maintenance through NetSolve's vendors (if equipment
maintenance is contained on the Order) or AT&T's vendors
AT&T ROLES AND RESPONSIBILITIES ARE AS FOLLOWS:
A. AT&T Pre-Sales Responsibilities
o Assess initial requirements
o Provide pre-qualification form
o Develop design and customer pricing for network transport and
equipment
o Present proposal to potential customer
B. AT&T Post-Sales Responsibilities
o Provide all appropriate customer information
AT&T/NetSolve Proprietary Page 13
o Place order for network transport
o Inform NetSolve of network transport due date
o Place equipment orders when required
o Deliver project plan to Customer
Strategic Relationship Approach
AT&T MNS and NetSolve agree that in order for a strategic relationship to be
successful a clear understanding of strategies and goals and an overall
governing leadership team made up of the parties is required. In order to xxxxxx
this close cooperation, NetSolve and MNS agree to establish a Leadership Team
within a reasonable time frame following execution of this Agreement. The team
shall meet on at least a quarterly basis during the term of this Agreement. This
team shall review, coordinate and share strategic long-term planning with
respect to the services purchased by AT&T (but neither party shall be required
to divulge any proprietary information in this regard), establish principles and
policies governing the strategic relationship, set future directions, and
resolve issues presented to the team. This team shall include, at a minimum,
members from AT&T that are capable of providing functional requirements in line
with the strategies of MNS. This team shall include, at a minimum, members from
NetSolve that can understand and communicate requirements presented by AT&T
representatives to NetSolve's planning process.
Performance Metrics and Credits
Performance Metrics include the performance of NetSolve, any third party
suppliers of NetSolve and the performance of any suppliers recommended by AT&T
for which NetSolve has management responsibilities under this Attachment A. The
Performance Metrics will be used to determine any credits due AT&T by NetSolve,
subject to the adjustments set forth in the second paragraph of the section
titled "Credits for Missed DMOQs" of this Attachment A.
Table 1
------------------------------------------------------------------
Direct Measures of Quality Target
("DMOQ")
------------------------------------------------------------------
Network Availability *% for each end user
------------------------------------------------------------------
Pro-Active Monitoring - % of *% in the aggregate for all
troubles NetSolve calls
customer end users first and within
30 minutes.
------------------------------------------------------------------
On-Time Installation - First *% in the aggregate for all
Sites end user installations
------------------------------------------------------------------
On-Time Installation - Overall *% in the aggregate for all
end user installations
------------------------------------------------------------------
Mean Time To Restore - With * Hrs, or * Hrs after
Dispatch deadline for technician
arrival at site based on
maintenance coverage
purchased, whichever is
later
------------------------------------------------------------------
Mean Time To Restore - Overall * Hrs for all outages for
all end users in the
aggregate
------------------------------------------------------------------
Call Receipt - Average time *% within 30 seconds in the
customer in queue waiting to be aggregate for all end users
picked up for trouble reporting
------------------------------------------------------------------
AT&T/NetSolve Proprietary Page 14
Network Availability Metrics
For purposes of these sections the following are defined as:
Network Component: all NetSolve-provided or approved components, in a network
designed and mutually agreed upon utilizing service and equipment providers
approved by NetSolve, including the frame relay ports and PVCs, local access to
AT&T's frame relay switch, T1 multiplexers, CSU/DSUs, routers (to the router LAN
port), and cabling between such units, which are covered by Services under a
Order accepted by NetSolve.
Link or Network Link: the logical connection between two customer sites covered
by NetSolve Services and consists of all of the
Network Components required for connectivity between such sites.
Downtime: the total time in a given month, measured in minutes for each Network
Link, that a Network Link is not available to the customer. For purposes of
determining whether the Network Availability target is met, Downtime excludes
outages resulting from (i) any operator error, improper act , or omission of
AT&T, AT&T's end user customer, or the affiliates, representatives, invitees,
licensees, vendors, or the like of either of them; (ii) inaccurate information
provided to NetSolve by AT&T or AT&T's end user customer; (iii) failure of any
facilities, equipment, services, or the like which are not Network Components,
including but not limited to LAN components; (iv) failure of AT&T or AT&T's end
user customer to perform any of their respective responsibilities under the
Agreement or this Attachment A; (v) unavailability of AT&T or AT&T's end user
customer personnel to grant NetSolve access to facilities as required for
NetSolve to perform its responsibilities; (vi) preventive or scheduled
maintenance activities of AT&T, AT&T's end user customer, or any other third
party not a sub-contractor or otherwise directed or consented to by NetSolve; or
(vii) any large scale outage of the AT&T network or a network segment, or a
significant portion of either thereof. This time will not be excluded from the
reported DMOQ, however this time will be excluded from the calculated credits.
Network Availability: the aggregate link minutes in one month (links multiplied
by minutes) minus the Downtime minutes, all divided by the aggregate link
minutes in one month (links multiplied by minutes) expressed as a percentage for
each month. Network Availability includes the physical layer, the data link
layer and the network layer of the Network, provided that the source of the
problem(s) is a Network Component.
Pro-Active Monitoring Metrics
NetSolve is responsible for first contact with customers for proactive trouble
monitoring for any customer's network. Pro-Active Monitoring is defined to mean
contacting the customer before the customer calls in and, in any event, within
30 minutes of receipt of alarm (managed devices only). This metric does not
apply in the event of a large-scale network outage which would affect more than
20% of the customers being managed by NetSolve.
Installation Metrics On-Time Installation (First Sites) - Since Installations
and MACs are scheduled by NetSolve Project Implementation Managers with the
end-user customer, it is imperative that the service provider arrive on the
scheduled date and time. Arrival at the customer premise must be in ample time
to allow the installation to be completed successfully and service turned up on
the scheduled date. On- Time Installation (First Sites) means the customer's
initial two sites were successfully installed on the scheduled installation
date. The scheduled installation date is determined by the later of (i) 60 days,
from contract acceptance by AT&T; (ii) the customer requested due date; or (iii)
50 days from receipt by NetSolve of a Order executed by AT&T.
On-Time Installation (Overall) - On time Installation (Overall) means all of the
customer's sites installed after the initial two sites were successfully
installed on the scheduled installation date.
Maintenance Metrics
Mean Time To Restore (MTTR) - Overall shall be defined as the arithmetic mean of
the time to clear trouble tickets (utilizing Downtime eligible for calculating
credits as the measure of Time To Restore).
AT&T/NetSolve Proprietary Page 15
Mean Time To Restore (MTTR) With Dispatch shall be defined as the arithmetic
mean of the time to clear trouble tickets (utilizing Downtime eligible for
calculating credits as the measure of Time To Restore) when dispatching of a
technician (LEC or equipment maintenance) is required to restore the customer's
network to satisfactory operating condition.
Call Receipt
NetSolve shall produce monthly reporting showing the Average time MNS customers
wait in queue to be picked up for trouble reporting. This metric does not apply
in the event of a large-scale network outage which would affect more than 20% of
the customers being managed by NetSolve.
Credits for Missed DMOQ's
If NetSolve fails to meet the target monthly objectives in any month, NetSolve
shall provide AT&T with a credit in each succeeding month that the target
objective is not met. The credits associated with each performance metric are
set forth in the following table. In no event will the credits for Network
Availability, Pro-Active Monitoring, Mean Time to Restore Overall, or Mean Time
to Restore with Dispatch with respect to a customer site in any given month
exceed the total net xxxxxxxx to AT&T by NetSolve for that month for the charges
for the affected router managed hub sites and router managed non-hub sites set
forth in Item 2 of Table 1 in Paragraph 4 of Amendment Number 11.0. In no event
will the credits for On-Time Installation (First Sites), On-Time Installation
(Overall), and Customer Satisfaction Metrics - Installation (below) exceed the
total net xxxxxxxx to AT&T by NetSolve for the charges for installation set
forth in Item 4 of Table 1 in Paragraph 4 of Amendment Number 11.0.
No credit will be issued by NetSolve for any DMOQ for a particular customer to
the extent the missed DMOQ is caused by a negligent act, omission or failure of
AT&T or its affiliates, service supplier, or end user customer. In the event any
act, omission, or failure of AT&T's service suppliers (but not AT&T or its
affiliates) can be reasonably managed by NetSolve to increase the DMOQ, NetSolve
will attempt to work with that service supplier to increase that supplier's
performance if such work does not, in NetSolve's sole opinion, significantly
increase NetSolve's costs.
----------------------------- --------------------------------------------------
Network Availability If NetSolve does not achieve a Network
Availability rate of * percent (*%) for any
customer's network during any two (2) months
of a rolling twelve (12) month period, NetSolve
shall provide AT&T with a * (*) month credit for
the net monthly fees for the charges set forth in
Item 2 of Table 1 Paragraph 4 of Amendment Number
11.0 for all the Router Sites associated with the
customer.
----------------------------- --------------------------------------------------
Pro-Active Monitoring For the first month the objective is not met, the
credit will be equal to $* for each router site
which had downtime for an outage and was not
reported by NetSolve within thirty (30) minutes.
For any subsequent months the target objective is
not met, the credit will be equal to $* for each
router site which had downtime for an outage and
was not reported by NetSolve within thirty (30)
minutes.
----------------------------- --------------------------------------------------
Mean Time To Restore The credit will be equal to $* for each router
(MTTR)Overall site that had Downtime and was restored without
dispatch in more than four hours if the MTTR
Overall with Downtime for all customers exceeds
four hours.
----------------------------- --------------------------------------------------
Mean Time To Restore The credit will be equal to $* for each router
(MTTR) With Dispatch site that had Downtime and was restored with
dispatch in excess of the time allowed as set
forth above. No credit will be due if a credit
is issued for Mean Time to Restore Overall.
----------------------------- --------------------------------------------------
On Time installation The credit will be equal to $* for each router
(First Sites) site that was installed after the scheduled due
date. No credit will be due for any site that is
rescheduled with an interval of less than five (5)
business days from the end of the day the
reschedule notice was received by NetSolve.
---------------------------- --------------------------------------------------
On Time installation The credit will be equal to $* for each router
(Overall) site than was installed after the scheduled due
date. No credit will be due for any site that is
rescheduled with an interval of less than five (5)
---------------------------- --------------------------------------------------
AT&T/NetSolve Proprietary Page 16
--------------------------------------------------------------------------------
business days from the end of the day the reschedule notice was
received by NetSolve.
-------------------------------------------------------------------------------
Customer Satisfaction Metrics
Customer Satisfaction Requirements - If any NetSolve activity (
installation or maintenance) is concluded by any AT&T end-user to be
unsatisfactory, and AT&T provides a credit for such performance, the
following credit is due to AT&T. No credit shall be due to AT&T if the
service failure is due solely to any act, omission, or failure of AT&T or
its service suppliers set forth below. If the service failure is due in
part to any act, omission or failure of NetSolve or NetSolve suppliers, and
AT&T or AT&T suppliers, the credit should be reduced by 50% of the amount
calculated below.
---------------------------------------------------------------------------
Activity Performed Credit Due *
---------------------------------------------------------------------------
Installation Actual Credit to Customer
Not to exceed 50% of Installation fee for
the affected sites
---------------------------------------------------------------------------
Maintenance Actual Credit to Customer
Not to exceed 25% of maintenance for the
affected sites for the month
---------------------------------------------------------------------------
* The credit due will be reduced by the amount of any credit issued
to the end user for On-Time Installation (First Sites) and On-Time
Installation (Overall) under the section titled `Credits for
Missed DMOQs' in this Attachment A.
For any event that precipitates this type of credit due, AT&T and NetSolve
will jointly perform an operational review to determine the factors that
contributed to the situation. Both AT&T and NetSolve will engage the proper
extended team to develop process changes to ensure these situations will be
remedied for all future activities.
The credits set forth above constitute NetSolve's sole liability, and AT&T's
sole and exclusive remedy, for any failure to meet any DMOQs or other metrics.
Miscellaneous
Insufficiently Prepared Site - In the event that NetSolve or its supplier
arrives at a site and cannot complete an installation and must be
dispatched a second time due to the site being insufficiently prepared,
NetSolve will xxxx AT&T T&M charges incurred (this is in addition to the
standard installation fee). T&M charges will not apply if the site is
prepared in accordance with the site survey instructions and the
instructions are reasonably deemed inappropriate or inadequate and the
condition giving rise to such assessment are reported to NetSolve in
writing.
Performance Reports
NetSolve shall produce the following reports in a timely fashion on a
monthly basis:
-------------------------------------- -----------------------------------------
Management Center Reports DMOQ Results including:
o Network Availability
o Mean Time To Restore (MTTR)
Requiring Dispatch
o Mean Time To Restore (MTTR) Overall
o On Time installation - First Sites
o On Time installation - Overall
o Pro-Active Monitoring
o Trended Ticket & Down Time Report
o Service Performance by Customer
------------------------------------- ------------------------------------------
Customer Reports o Network Performance Reports as listed
in Section C of NetSolve's
Responsibilities in Attachment A
AT&T/NetSolve Proprietary Page 17
--------------------------------------------------------------------------------
Ticket Summary
--------------------------------------------------------------------------------
Appendix A
Supported CPE
This section may be updated in the future based upon mutual agreement between
AT&T and NetSolve. The following vendors' access routers are supported as part
of the Managed Router Service:
Routers
Cisco 0000 Xxxxxx
Xxxxx 0000 Xxxxxx
Xxxxx 0000 Xxxxxx
Xxxxx 0000 Xxxxxx
Xxxxx 2515 Router
Cisco 4500 Router
Cisco 4700 Router
Option - Dual Ethernet
Option - Token Ring
Cisco 7505 Router with HSSI Interface
Option - Dual Ethernet
Option - Dual Fast Ethernet
Option - Dual Token Ring
Option - FDDI Multimode
Option - 64MB DRAM
Router IOS
Cisco IOS 11.x
CSU/DSU
Cray DCP 3080
Digital Link Solo Encore
Digital Link 3100
Paradyne 316x
Paradyne 3610
Paradyne 9611.0
Out of Band Modems
Multi Modem MT 1932BL
Paradyne 3820
Protocols
IP
Routing protocols
XXX0, XXXX0, XXXX0 and Static
AT&T/NetSolve Proprietary Page 00
Xxxxxxxx X
Additional Professional Services Available Through NetSolve
These services will be billed based on time and materials expended by NetSolve.
These charges, when requested in writing by AT&T MNS, will be included in the
xxxx to AT&T from NetSolve. The types of on-site services to be provided will
be:
o Perform address renumber design for customer network.
o Perform individual address (IP) assignments behind the customer access
router.
o Perform on-site surveys.
o Obtain information from customer as required to Change the LAN physical and
logical design (if addressing changes needed).
o Enable dynamic address discovery scheme (i.e. DHCP) for corporate LAN users
(note: remote access assignment is performed by AT&T).
o Installation Support.
o Configuration of client workstations, proxy servers, and IP gateways with
address of AT&T DNS Server.
o Recommend performance improvements to customer.
ATTACHMENT H
Managed Network Service Commercial & Middle Market Sales Process
This Attachment for Contract Services ("Attachment H") to the Agreement covers
services ("Services") that NetSolve shall provide to AT&T in support of the
Growth Markets Sales process for quoting Managed Network Services (MNS), as
requested by AT&T and as described herein. This Attachment is an integral part
of the Agreement and shall be governed by the terms of the Agreement. In the
event of any conflict between the terms of this Attachment and the terms of the
Agreement, the terms of this Attachment shall prevail with respect to the
Services provided under this Attachment.
Paragraph 7 - Invoicing and Payment
NetSolve's invoice shall be rendered at the end of each month, and shall be
payable within 30 days of receipt. NetSolve shall mail invoices with copies of
any supporting documentation required by AT&T to the address shown on this
Agreement or an order.
Attachment H-1
MRS Proposal Statement of Work
1. Overview
NetSolve and AT&T Growth Markets wish to streamline the cycle time, and improve
accuracy in the design and pricing of the new bundles for Managed Router
Services. NetSolve will develop a network design and price quote for
opportunities generated by AT&T's Growth Markets sales organization that fit
within the new MRS bundles.
2. NetSolve Pre-Sales Responsibilities
2.1 Interview prospect
Pre-qualification forms for MRS bundled services will be sent to NetSolve. Upon
receiving a pre-qualification form, NetSolve will contact a prospect and conduct
a technical interview to gather the necessary information to design and price a
Managed Router bundle. The initial prospect call will be made within one
business day of receipt of the pre-qualification form. Although NetSolve will
attempt to contact the prospect within one business day, the prospect's schedule
and knowledge of their network dictate the actual time required for interview
completion. If
AT&T/NetSolve Proprietary Page 19
NetSolve is unsuccessful in obtaining an interview schedule with the prospect
after three attempts (including voice mail), the qualification form will be
returned to the appropriate DNAE and DNSM for follow up.
NetSolve will also assist in proposal closure by providing support to the DNAE
and, where mutually agreed by AT&T and NetSolve, assisting in or making customer
presentations.
2.2 Determine solution fit
NetSolve will utilize a standard set of criteria included in Exhibit 1 in order
to determine the proper solution. If the solution is determined to fall outside
one of the bundles, NetSolve will forward the opportunity back to the DNAE to be
sent to his/her Data Network Consultant (DNC) for completion.
2.3 Complete standard MNS pricing and design
NetSolve will complete an appropriate network design and pricing within 48 hours
for non-SNA offer bundles, and 96 hours for other offer bundles. The timing on
this deliverable is measured from the completion of the prospect interview. The
pricing includes quotes for management, equipment, cables, installation, and
maintenance. Equipment pricing will include terms indicated on the
pre-qualification form.
2.4 Create network map
NetSolve will create a network map that accompanies the pricing information in
2.3.
2.5 Provide DNAE checklist
NetSolve will include the appropriate DNAE checklist with each pricing, and
design package.
3. NetSolve Post Sales Responsibilities
3.1 Complete and forward customer implementation plan
After AT&T has received a contract for a Managed Router Service solution,
NetSolve will complete and forward a Project Summary Description to facilitate
the transfer of information to the appropriate "service factory." A copy of this
implementation plan is provided in Exhibit 2.
3.2 Sales process performance reporting
NetSolve will track and report on all the bundled Managed Router Service quoting
activity for the Commercial and Middle Markets organization completed by
NetSolve. Monthly and calendar year to date statistics will be warehoused and
reported. NetSolve will report the following metrics by service product type and
total:
o Number of Proposals
o Number of Sites
o Closure percentage
o Proposal aging histogram
o Interval from proposal information release to contract sign
o Interval from pre-qualification arrival to interview
o Interval from interview to proposal
3.3 Update product features and pricing
NetSolve will update product features and pricing within three business days of
receipt from AT&T. If AT&T should release changes on a more periodic basis than
monthly, then AT&T and NetSolve agree to negotiate an appropriate increase in
the fee per proposal.
AT&T/NetSolve Proprietary Page 20
4. Communications
4.1 NetSolve/Sales Force
NetSolve will communicate initially with the field using ATTmail and Word
documents in RTF format. In the long term, the intention is to use a Web
interface to communicate to the field from a pre-qualification form and proposal
response perspective.
4.2 NetSolve/Factories
The Project Summary Description in Exhibit 2 will be the primary method for
interfacing the quoting capability of NetSolve with other AT&T MNS factories.
4.3 NetSolve/Product House
NetSolve will interface at least quarterly with the AT&T individuals and
organizations responsible for the MRS family in order to stay current with
future directions and strategy.
5. AT&T Responsibilities
5.1 Pre-Sales
AT&T DNAEs will determine whether the solution to be offered fits within a
standard MRS bundle prior to sending the pre-qualification form to NetSolve. If,
after NetSolve contacts the customer to develop the network design, it is
determined that the proposal will not fit into a standard bundle, then NetSolve
will contact the DNAE to explain the situation, and pass along all new
information gathered. The DNAE is then responsible for working with an AT&T DNC
to develop the design and price quote.
AT&T/NetSolve Proprietary Page 21
Attachment B
1. Service Level Agreement (SLA) Overview
The AT&T Managed Router Solutions SLA provides a set of standard service level
performance objectives which AT&T commits to meet during the Service Period.
Failure to meet the service level objectives by AT&T may result in financial
credits to the Customer per the terms of this Service Level Agreement. This SLA
is provided at no additional charge to Customers meeting the specified Customer
and Customer Site eligibility requirements. This Schedule A.4 shall apply to
Standard AT&T Managed Router Solutions and shall not apply to AT&T Managed
Router Solutions Prepackaged Services.
AT&T may from time to time modify this SLA, including but not limited to its
objectives, measurements and credits, upon one-month prior notice. AT&T will
send Customer a description of any such modifications prior to the effective
date of such modifications.
AT&T may add support for this SLA in new countries without prior notice. Upon
request, AT&T will provide a current list of countries where support for this
SLA is provided. AT&T may withdraw support for this SLA in a particular country
by providing three months' prior notice, to affected Customers.
The standard service level performance objectives are comprised of three
components: On-Time Site Implementation, Site Availability and Mean Time to
Repair. Mean Time to Repair is a combined metric of both with and without
dispatch. AT&T will use commercially reasonable efforts to meet or exceed the
subject Standard Service Level Performance Objectives based on the contents of
this Schedule A.4.
A. On-Time Site Implementation is a metric, which measures on-time Site
implementation based upon mutually agreed to schedule of dates between the
Customer and AT&T.
B. Site Availability is a metric, which measures the availability of a
Customer Site over a calendar month. There are four tiers of Site
Availability based upon type of transport, network configuration and backup
for the subject Customer Site. The four tiers for Site Availability are
without backup, ISDN dial backup, dual leased lines with one router and
dual leased lines with two routers. Sites equipped with analog backup shall
be classified as "without backup".
C. Mean Time to Repair is a metric, which is defined as the average time it
takes to repair a transport and/or logical problem with or without
requiring a vendor dispatch and to restore a Customer Site to Normal
Operation after an outage.
2. Standard Service Level Performance Objectives For Eligible Domestic and
International Sites
-------------------------- --------------------- --------------------------
Component Measurement Objective
-------------------------- --------------------- --------------------------
On-Time Site Individual Site Completion of Each Site
Implementation Installation and On Time
Enablement
Site Availability - Individual Site *% - w/o backup
(Objectives may vary by Availability * to *% - with ISDN dial
country, see Exhibit A) backup
* to * % - with dual
leased lines, single
router
* to *% - with dual leased
lines, dual routers
Mean Time to Repair
Mean Time To Repair -
with and without (less than or equal to)
Dispatch * hours
-------------------------- ------------------------- ----------------------
On-Time Site Implementation is measured based on mutually agreed to schedule of
dates between the Customer and AT&T. AT&T and Customer will mutually agree to a
Customer Commit Date (CCD) for each Site after all the required data for the
Site is available. In the case of International Sites, these dates will also
include restrictions and/or limitations imposed by specified country PTTs. Both
Customer and AT&T will review these specific country time frames prior to
agreeing to a specific installation schedule.
AT&T/NetSolve Proprietary Page 22
A site is implemented when: AT&T has completed the physical installation and
logical configuration of all CPE and network connectivity such that a Site is
able to send/receive data packets from the LAN interface of the WAN router
across the primary link according to the agreed upon design. When AT&T has
successfully established connectivity via a ping to the LAN interface of the WAN
router and all components are implemented according to the agreed upon design,
AT&T will notify Customer that the Site is available for their use and such Site
will be considered on-time if implemented on or before the Customer Commit Date.
Site Availability is defined as the ability to send or receive data packets from
the LAN port of a router over a primary or secondary (backup) link regardless of
the number of hops over a specified time frame. Site availability is measured
and reported as a percentage over a full calendar month. A Site Availability
metric is computed for each applicable tier. A Site is considered unavailable
from the time when it is detected as unable to send or receive data from the LAN
interface of the WAN router across either the primary or backup link (due to a
fault directly attributable to AT&T) or reported as such and a Trouble Ticket is
opened, to the time when AT&T notifies (i.e. by telephone, e-mail, voice mail,
fax or other agreed upon means) Customer that the problem has been resolved such
that Customer should be able to send or receive data over at least one of the
links. The Site Availability Objective for a metric is obtained from the table
in Exhibit A. The formula for Site Availability is:
Total *Scheduled Minutes of Availability For Site -
Total Minutes Of Unavailability For Site * 100
Total Scheduled Minutes of Availability for Site
*Scheduled Minutes equals the amount of minutes in a given month less any time
attributable to scheduled maintenance activities.
Mean Time to Repair is defined as the fixed monthly average of the outage time
associated for all applicable Customer Trouble Tickets. An outage is defined as
the time during which the Customer cannot access the network due to a fault
directly attributable to AT&T. ** A Site is considered repaired when restored to
Normal Operation which means the Customer has the ability to send/receive over a
primary route. The formula for Mean Time to Repair is:
Customer Total Of Outage Minutes/Month
Customer Total # Of Tickets/Month
**Criteria and exclusions for AT&T attributable outages can be found in below
under Exceptions.
3. Customer Eligibility for Service Level Agreement
o A minimum of 10 Customer Sites. In the event that the Customer does not
meet the minimum number of Sites required for the SLA during the Service
Period, AT&T shall owe no SLA credits and Customer will return any credits
that AT&T may have paid in advance
o All Customer Sites must utilize AT&T managed transport
o Customer Sites will be included in the monthly measurements only if the
Sites have been installed for at least one full calendar month, for such
purposes of eligibility for this SLA a calendar month shall begin on the
first of the month
o Customer Sites, including all router configurations, must be managed out of
one of the AT&T MNS Work Centers
o Customer Sites must be tested and accepted by AT&T MNS Work Center
personnel except for CPE and transport connections that are already
installed as of the date such Sites are added to the Agreement, in which
case, such CPE and transport connections are subject to prior Architectural
Validation by AT&T
o Each router console port must have a dedicated dial analog line to AT&T for
out-of-band access and if the line is not available when required by AT&T,
any down time associated with this Site will not be counted against AT&T
Site availability SLA
o Each Customer hub Site shall have a management PVC to the AT&T MNS Work
Center.
o If the Customer network utilizes ISDN backup in order to receive the
Service Level Site Availability Objective for ISDN backup, the following
rules apply: The access component of the ISDN connection needs to be
diverse from the primary access link. Additionally, each hub Site shall be
equipped with a minimum of 2 ISDN bearer channels in support of a maximum
of 5 remote Sites equipped with ISDN.
o Customer Premise Equipment (CPE) must be managed and maintained by AT&T and
its agents
o CPE must be compliant with AT&T engineering standards - both hardware and
software
o Customers must subscribe to a 7 X 24 X 4 CPE Maintenance Agreement where
geographically available, otherwise Deferred Maintenance time shall take
effect
o If a Customer has more than one billable location ID, the Customer must
select one of these IDs for crediting purposes when applicable
AT&T/NetSolve Proprietary Page 23
4. Exceptions
Troubles that are caused by any of the events listed below that are not the
responsibility of AT&T shall not detract from Service Level objective
attainment:
o Negligence of the Customer or their representatives
o Any Force Majeure event that prevents AT&T or any such Agent, local
exchange carrier or vendor from effecting restore or repair
o Down time attributed to changes to any applicable foreign government or PTT
regulations such as the PTT hours of operation
o Down time caused by specific PTT designated holiday or publicly recognized
holidays which impact AT&T's ability to provide the Service
o Delayed maintenance (AT&T or vendor Agents respond or can repair within the
Service Level commitment, but Customer reschedules to a different time or
date)
o No access (AT&T or vendor Agents respond or can repair within the Service
Level commitment but the Customer does not provide Site access)
o Customer unavailability to accept repairs, or, for transport or logical
failures, instances in which Customer requests repairs to be delayed or
rescheduled for another time
o Any time that impacts the target metrics and Service Levels during which
AT&T does not have out-of-band access to a Site
o Interruptions or delays caused by the failure of power, equipment, services
or systems (at Customer premise) not provided by AT&T including, but not
limited to:
o UPS Backup power
o Generators
o Air conditioning/Heating
o Any interruptions or delays during any period when the Customer or user has
released a Service to AT&T for maintenance including maintenance windows or
rearrangement purposes, or for the implementation of a Customer order.
o Any interruptions or delays during any period when the Customer decides not
to release the Service for testing and/or repair and the Customer continues
to use the Service.
o Customer initiated network changes outside of the Move, Add, Change ("MAC")
procedures agreed to in the Customer Information Guide. All changes are
subject to AT&T's review and approval.
Additional Exceptions - On-Time Site Implementation
If AT&T misses a mutually agreed to implementation date due to any of the
following factors, such implementation date shall be considered on-time:
o AT&T's access to the Site was restricted
o Any Customer changes that affect the agreed to implementation schedule
without prior AT&T review
o Inadequate environment at the Site, including, but not limited to,
improperly cooled equipment rooms, power failure, etc., that is Customer's
responsibility under the Attachment
o Interruptions or delays due to labor difficulties, governmental orders,
civil commotion, acts of God and other circumstances beyond AT&T's
reasonable control
o Customer is not ready for the installation of the transport, installation
of the equipment, or testing of the installed configuration
o The local LEC, telco or PTT fails to install and turnover to AT&T the
requested transport facility in the time requested and required to complete
the installation.
5. Definitions
Terms used in this SLA without definition have the meanings assigned to them in
the Attachment or in the Agreement. The following terms used in this SLA have
the meanings indicated:
Normal Operation - Repair of CUSTOMER Site so that it performs according to its
configuration, prior to the fault, using primary transport facilities (i.e.,
ability to send/receive data packets from the LAN interface of the WAN router
across the primary link).
Outage - the time, during which CUSTOMER cannot access the network due to a
fault directly attributable to AT&T and its Agents. An outage begins when a
trouble is detected or reported and a Trouble Ticket is opened. An outage ends
when AT&T notifies (i.e. telephone, e-mail, voicemail, fax or other agreed upon
means) CUSTOMER that the trouble has been repaired. Only a subset of Trouble
Tickets can classify as outages. Examples of Tickets, which do not classify, as
outages are those opened and closed by automation, i.e., no human intervention,
and tickets quoted as those in which AT&T and its Agents, are deemed not
responsible.
AT&T/NetSolve Proprietary Page 24
Site - defined as a router and its associated DSU/CSU, back-up facilities,
dedicated maintenance modem with access line, and all transport connections,
regardless of the quantity of LAN/WAN ports resident on the remote/hub device.
Trouble Ticket - the AT&T record that stores the information required for
tracking a trouble activity or event (e.g. Outage) from the initial call receipt
through resolution or completion. Tickets can be either proactively detected by
the center or reported by the Customer.
Deferred Maintenance - the time that AT&T or its Agents cannot respond to a
Customer location to repair service due to the hours of operation. For purposes
of calculating service levels, the clock shall stop during the hours when the
maintenance providers are closed for business and shall re-start during the
hours of operations. As an example, if Customer purchases 5X8X NBD CPE
maintenance, assuming hours of operations of 9 A.M. - 5 P.M. M-F, and if an
outage occurs at 3:00 P.M. on Friday and lasts until the following Monday
morning at 10:00 A.M., AT&T would calculate, for SLA measurement purposes, 3
hours of down time, with the remaining time being attributable to Deferred
Maintenance. Not withstanding the above, AT&T shall provide fault isolation and
resolution services on a 7x24 basis until we determine that it is a CPE hardware
problem or LEC/PTT access problem, which is then subject to the conditions
listed above.
The Signatories below agree to this Service Level Agreement as outlined in this
document.
Company Name: ____________________________________________________________
Address: _________________________________________________________________
City: ____________ State: _________ Zip Code: _____________
Signature: _______________________________________________________________
Title: ____________________________________Date: ________________________
AT&T Representative Signature: ___________________________________________
Title: ____________________________________ Date: ________________________
AT&T/NetSolve Proprietary Page 25
Exhibit A - Site Availability Objective by Country
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Country w/o Backup ISDN Backup Dual Leased Dual Leased
Lines/Single Router Lines/Dual Router
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Americas
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
United States *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Canada *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
EMEA
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Austria *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Belgium *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Denmark *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Finland *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
France *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Germany *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Ireland *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Italy *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Luxembourg *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Netherlands *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Norway *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Spain *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Sweden *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Switzerland *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
United Kingdom *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Asia Pacific
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Australia *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Hong Kong *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Japan (Tokyo) *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Japan (All Others) *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Malaysia (Kuala Lumpur *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
New Zealand *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Singapore *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Taiwan (Taipei) *% *% *% *%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
AT&T/NetSolve Proprietary Page 26
